# UNITED STATESSECURITIES
AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

# FORM 10-Q

# QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THESECURITIES EXCHANGE ACT OF 1934

# For the quarterly
period ended May 31, 2003

|EMMIS COMMUNICATIONS CORPORATION                       |  | EMMIS OPERATING COMPANY                               
|------------------------------------------------------ |  | ------------------------------------------------------
|(Exact name of registrant as specified in its charter) |  | (Exact name of registrant as specified in its charter)
|INDIANA                                                |  | INDIANA                                               
|(State of incorporation or organization)               |  | (State of incorporation or organization)              
|0-23264                                                |  | 333-62172-13                                          
|(Commission file number)                               |  | (Commission file number)                              
|35-1542018                                             |  | 35-2141064                                            
|(I.R.S.  Employer Identification No.)                  |  | (I.R.S.  Employer Identification No.)                 
|ONE EMMIS PLAZA                                        |  | ONE EMMIS PLAZA                                       
|40 MONUMENT CIRCLE                                     |  | 40 MONUMENT CIRCLE                                    
|SUITE 700                                              |  | SUITE 700                                             
|INDIANAPOLIS, INDIANA 46204                            |  | INDIANAPOLIS, INDIANA 46204                           
|(Address of principal executive offices)               |  | (Address of principal executive offices)              
|(317) 266-0100                                         |  | (317) 266-0100                                        
|(Registrant's Telephone Number, Including Area Code)   |  | (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 July 7, 2003, was:

|49,336,383 |  | 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 July 7, 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 |     
|months ended May 31, 2002 and 2003                            | 5   
|Condensed Consolidated Balance Sheets                         |     
|as of February 28, 2003 and May 31, 2003                      | 7   
|Condensed Consolidated Statements of Cash Flows for the       |     
|three months ended May 31, 2002 and 2003                      | 9   
|Emmis Operating Company and Subsidiaries:                     |     
|Condensed Consolidated Statements of Operations for the three |     
|months ended May 31, 2002 and 2003                            | 11  
|Condensed Consolidated Balance Sheets                         |     
|as of February 28, 2003 and May 31, 2003                      | 12  
|Condensed Consolidated Statements of Cash Flows for the       |     
|three months ended May 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                 | 31  
|Item 3.  Quantitative and Qualitative Disclosures             |     
|about Market Risk                                             | 39  
|Item 4.  Controls and Procedures                              | 40  
|PART II  - OTHER INFORMATION                                  |     
|Item 6.  Exhibits and Reports on Form 8-K                     | 42  
|Signatures                                                    | 43  

# 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 (an Indiana
Corporation) and Subsidiaries as of May 31, 2003, and the related condensed consolidated
statements of operations and cash flows for the three-month periods ended May 31, 2003 and
2002. We have also reviewed the accompanying condensed consolidated balance sheet of Emmis
Operating Company (an Indiana Corporation and wholly owned subsidiary of Emmis
Communications Corporation) and Subsidiaries as of May 31, 2003, and the related condensed
consolidated statements of operations and cash flows for the three-month periods ended May
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, are fairly stated, in all
material respects, in relation to the consolidated balance sheets from which they were
derived.

|/s/ ERNST & YOUNG LLP              
|-----------------------------------
|Indianapolis, Indiana
June 30, 2003

# PART I  FINANCIAL
INFORMATIONITEM 1. FINANCIAL STATEMENTS

EMMIS COMMUNICATIONS
CORPORATION AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)  (In
thousands, except per share data)

|                                                           | Three Months Ended
|---------------------------------------------------------- | ------------------
|
|
|GROSS REVENUES                                             |                   
|LESS:  AGENCY COMMISSIONS                                  |                   
|                                                           |                   
|NET REVENUES                                               |                   
|OPERATING EXPENSES:                                        |                   
|Station operating expenses, excluding noncash compensation |                   
|Corporate expenses, excluding noncash compensation         |                   
|Noncash compensation                                       |                   
|Depreciation and amortization                              |                   
|                                                           |                   
|Total operating expenses                                   |                   
|                                                           |                   
|OPERATING INCOME                                           |                   
|                                                           |                   
|OTHER INCOME (EXPENSE):                                    |                   
|Interest expense                                           |                   
|Loss from unconsolidated affiliates                        |                   
|Loss on debt extinguishment                                |                   
|Gain on sale of assets                                     |                   
|Other income (expense), net                                |                   
|                                                           |                   
|Total other income (expense)                               |                   
|                                                           |                   
|INCOME BEFORE INCOME TAXES AND                             |                   
|ACCOUNTING CHANGE                                          |                   
|PROVISION FOR INCOME TAXES                                 |                   
|                                                           |                   
|INCOME BEFORE ACCOUNTING CHANGE                            |                   
|CUMULATIVE EFFECT OF ACCOUNTING CHANGE,                    |                   
|NET OF TAXES OF $102,600                                   |                   
|                                                           |                   
|NET INCOME (LOSS)                                          |                   
|PREFERRED STOCK DIVIDENDS                                  |                   
|                                                           |                   
|NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS         |                   
|                                                           |                   

See independent accountants review report and accompanying notes.

In
the three months ended May 31, 2002 and 2003, $4.8 million and $5.7 million respectively,
of our noncash compensation was attributable to our stations, while $0.6 million and $1.4
million was attributable to corporate.

EMMIS COMMUNICATIONS
CORPORATION AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(CONTINUED)

(Unaudited)  (In
thousands, except per share data)

|                                                            | Three Months Ended
|----------------------------------------------------------- | ------------------
|
|
|Basic net income (loss) available to common shareholders:   |                   
|Before accounting change                                    |                   
|Cumulative effect of accounting change, net of tax          |                   
|                                                            |                   
|Net income (loss) available to common shareholders          |                   
|                                                            |                   
|Basic weighted average common shares outstanding            |                   
|Diluted net income (loss) available to common shareholders: |                   
|Before accounting change                                    |                   
|Cumulative effect of accounting change, net of tax          |                   
|                                                            |                   
|Net income (loss) available to common shareholders          |                   
|                                                            |                   
|Diluted weighted average common shares outstanding          |                   

See independent accountants review report and accompanying notes.

EMMIS COMMUNICATIONS
CORPORATION AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

|                             | February 28, | May 31,
|---------------------------- | ------------ | -------
|
|
|
|CURRENT ASSETS:              |              |        
|Cash and cash equivalents    |              |        
|Accounts receivable, net     |              |        
|Prepaid expenses             |              |        
|Other                        |              |        
|                             |              |        
|Total current assets         |              |        
|PROPERTY AND EQUIPMENT, NET  |              |        
|INTANGIBLE ASSETS (Note 2):  |              |        
|Indefinite-lived intangibles |              |        
|Goodwill                     |              |        
|Other intangibles, net       |              |        
|                             |              |        
|Total intangible assets      |              |        
|OTHER ASSETS, NET            |              |        
|                             |              |        
|Total assets                 |              |        
|                             |              |        

See independent accountants review report and accompanying notes.

EMMIS COMMUNICATIONS
CORPORATION AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

(In thousands, except per share data)

|                                                                     | February 28, | May 31,
|-------------------------------------------------------------------- | ------------ | -------
|
|
|
|CURRENT LIABILITIES:                                                 |              |        
|Accounts Payable                                                     |              |        
|Current maturities of long-term debt                                 |              |        
|Current portion of TV program rights payable                         |              |        
|Accrued salaries and commissions                                     |              |        
|Accrued interest                                                     |              |        
|Deferred revenue                                                     |              |        
|Other                                                                |              |        
|                                                                     |              |        
|Total current liabilities                                            |              |        
|LONG-TERM DEBT, NET OF CURRENT MATURITIES                            |              |        
|OTHER LONG-TERM DEBT, NET OF CURRENT MATURITIES                      |              |        
|TV PROGRAM RIGHTS PAYABLE, NET OF CURRENT PORTION                    |              |        
|OTHER NONCURRENT LIABILITIES                                         |              |        
|DEFERRED INCOME TAXES                                                |              |        
|                                                                     |              |        
|Total liabilities                                                    |              |        
|                                                                     |              |        
|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 May 31, 2003   |              |        
|Class A common stock, $.01 par value; authorized 170,000,000 shares; |              |        
|issued and outstanding 48,874,017 shares at February 28, 2003        |              |        
|and 49,227,117 shares at May 31, 2003                                |              |        
|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 May 31, 2003                                 |              |        
|Additional paid-in capital                                           |              |        
|Accumulated deficit                                                  |              |        
|Accumulated other comprehensive loss                                 |              |        
|                                                                     |              |        
|Total shareholders' equity                                           |              |        
|                                                                     |              |        
|Total liabilities and shareholders' equity                           |              |        
|                                                                     |              |        

See independent accountants review report and accompanying notes.

EMMIS COMMUNICATIONS
CORPORATION AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)  (Dollars in thousands)

|                                                       | Three Months Ended May 31,
|------------------------------------------------------ | --------------------------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:                  |                           
|Net income (loss)                                      |                           
|Adjustments to reconcile net income (loss) to net cash |                           
|provided by operating activities -                     |                           
|Cumulative effect of accounting change                 |                           
|Depreciation and amortization                          |                           
|Accretion of interest on senior discount notes,        |                           
|including amortization of related debt costs           |                           
|Provision for bad debts                                |                           
|Provision for deferred income taxes                    |                           
|Noncash compensation                                   |                           
|Loss on debt extinguishment                            |                           
|Gain on sale of assets                                 |                           
|Deposits and other                                     |                           
|Changes in assets and liabilities -                    |                           
|Accounts receivable                                    |                           
|Prepaid expenses and other current assets              |                           
|Other assets                                           |                           
|Accounts payable and accrued liabilities               |                           
|Deferred revenue                                       |                           
|Other liabilities                                      |                           
|                                                       |                           
|Net cash provided by operating activities              |                           
|                                                       |                           
|CASH FLOWS FROM INVESTING ACTIVITIES:                  |                           
|Purchases of property and equipment                    |                           
|Cash paid for acquisitions                             |                           
|Proceeds from sale of assets, net                      |                           
|Deposits and other                                     |                           
|                                                       |                           
|Net cash provided by (used in) investing activities    |                           
|                                                       |                           

See independent accountants review report and accompanying notes.

EMMIS COMMUNICATIONS
CORPORATION AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)

(Unaudited)  (Dollars in thousands)

|                                                       | Three Months Ended May 31,
|------------------------------------------------------ | --------------------------
|
|CASH FLOWS FROM FINANCING ACTIVITIES:                  |                           
|Payments on long-term debt                             |                           
|Proceeds from long-term debt                           |                           
|Proceeds from issuance of the Company's Class A common |                           
|stock, net of transaction costs                        |                           
|Proceeds from exercise of stock options                |                           
|Preferred stock dividends paid                         |                           
|Purchase of the Company's Class A common stock         |                           
|                                                       |                           
|Net cash provided by (used in) financing activities    |                           
|                                                       |                           
|INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS       |                           
|CASH AND CASH EQUIVALENTS:                             |                           
|Beginning of period                                    |                           
|                                                       |                           
|End of period                                          |                           
|                                                       |                           
|SUPPLEMENTAL DISCLOSURES:                              |                           
|Cash paid for -                                        |                           
|Interest                                               |                           
|Income taxes                                           |                           
|ACQUISITION OF WBPG-TV:                                |                           
|Fair value of assets acquired                          |                           
|Cash paid                                              |                           
|                                                       |                           
|Liabilities recorded                                   |                           
|                                                       |                           

See independent accountants review report and accompanying notes.

EMMIS OPERATING
COMPANY AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)  (Dollars in thousands)

|                                                           | Three Months Ended
May 31,
|---------------------------------------------------------- | --------------------------
|
|GROSS REVENUES                                             |                           
|LESS:  AGENCY COMMISSIONS                                  |                           
|                                                           |                           
|NET REVENUES                                               |                           
|OPERATING EXPENSES:                                        |                           
|Station operating expenses, excluding noncash compensation |                           
|Corporate expenses, excluding noncash compensation         |                           
|Noncash compensation                                       |                           
|Depreciation and amortization                              |                           
|                                                           |                           
|Total operating expenses                                   |                           
|                                                           |                           
|OPERATING INCOME                                           |                           
|                                                           |                           
|OTHER INCOME (EXPENSE):                                    |                           
|Interest expense                                           |                           
|Loss from unconsolidated affiliates                        |                           
|Loss on debt extinguishment                                |                           
|Gain on sale of assets                                     |                           
|Other income (expense), net                                |                           
|                                                           |                           
|Total other income (expense)                               |                           
|                                                           |                           
|INCOME BEFORE INCOME TAXES                                 |                           
|AND ACCOUNTING CHANGE                                      |                           
|PROVISION FOR INCOME TAXES                                 |                           
|                                                           |                           
|INCOME BEFORE ACCOUNTING CHANGE                            |                           
|CUMULATIVE EFFECT OF ACCOUNTING                            |                           
|CHANGE, NET OF TAXES OF $102,600                           |                           
|                                                           |                           
|NET INCOME (LOSS)                                          |                           
|                                                           |                           

See independent accountants review report and accompanying notes.

In
the three months ended May 31, 2002 and 2003, $4.8 million and $5.7 million respectively,
of our noncash compensation was attributable to our stations, while $0.6 million and $1.4
million was attributable to corporate.

EMMIS OPERATING
COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share
data)

|                             | February 28,
2003 | May 31,
2003
|---------------------------- | ----------------- | ------------
|
|
|CURRENT ASSETS:              |                   |             
|Cash and cash equivalents    |                   | $           
|Accounts receivable, net     |                   |             
|Prepaid expenses             |                   |             
|Other                        |                   |             
|                             |                   |             
|Total current assets         |                   |             
|PROPERTY AND EQUIPMENT, NET  |                   |             
|INTANGIBLE ASSETS (NOTE 2):  |                   |             
|Indefinite-lived intangibles |                   |             
|Goodwill                     |                   |             
|Other intangibles, net       |                   |             
|Total intangible assets      |                   |             
|OTHER ASSETS, NET            |                   |             
|                             |                   |             
|Total assets                 |                   | $           
|                             |                   |             

See independent accountants review
report and accompanying notes.

EMMIS OPERATING
COMPANY AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

(Dollars in thousands, except share
data)

|                                                                | February 28,
2003
(Note 1) | May 31,
2003
(Unaudited)
|--------------------------------------------------------------- | -------------------------- | ------------------------
|
|CURRENT LIABILITIES:                                            |                            |                         
|Accounts Payable                                                |                            |                         
|Current maturities of long-term debt                            |                            |                         
|Current portion of TV program rights payable                    |                            |                         
|Accrued salaries and commissions                                |                            |                         
|Accrued interest                                                |                            |                         
|Deferred revenue                                                |                            |                         
|Other                                                           |                            |                         
|                                                                |                            |                         
|Total current liabilities                                       |                            |                         
|LONG-TERM DEBT, NET OF CURRENT MATURITIES                       |                            |                         
|OTHER LONG-TERM DEBT, NET OF CURRENT MATURITIES                 |                            |                         
|TV PROGRAM RIGHTS PAYABLE, NET OF CURRENT PORTION               |                            |                         
|OTHER NONCURRENT LIABILITIES                                    |                            |                         
|DEFERRED INCOME TAXES                                           |                            |                         
|                                                                |                            |                         
|Total liabilities                                               |                            |                         
|                                                                |                            |                         
|COMMITMENTS AND CONTINGENCIES                                   |                            |                         
|SHAREHOLDER'S EQUITY:                                           |                            |                         
|Common stock, no par value; authorized , issued and outstanding |                            |                         
|1,000 shares at February 28, 2003 and May 31, 2003              |                            |                         
|Additional paid-in capital                                      |                            |                         
|Accumulated deficit                                             |                            |                         
|Accumulated other comprehensive loss                            |                            |                         
|                                                                |                            |                         
|Total shareholder's equity                                      |                            |                         
|                                                                |                            |                         
|Total liabilities and shareholder's equity                      |                            |                         
|                                                                |                            |                         

See independent accountants review report and accompanying notes.

EMMIS OPERATING
COMPANY AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited) (Dollars in thousands)

|                                                       | Three Months Ended May 31,
|------------------------------------------------------ | --------------------------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:                  |                           
|Net income (loss)                                      |                           
|Adjustments to reconcile net income (loss) to net cash |                           
|provided by (used in) operating activities -           |                           
|Cumulative effect of accounting change                 |                           
|Depreciation and amortization                          |                           
|Provision for bad debts                                |                           
|Provision for deferred income taxes                    |                           
|Noncash compensation                                   |                           
|Loss on debt extinguishment                            |                           
|Gain on sale of assets                                 |                           
|Other                                                  |                           
|Changes in assets and liabilities -                    |                           
|Accounts receivable                                    |                           
|Prepaid expenses and other current assets              |                           
|Other assets                                           |                           
|Accounts payable and accrued liabilities               |                           
|Deferred revenue                                       |                           
|Other liabilities                                      |                           
|                                                       |                           
|Net cash provided by (used in) operating activities    |                           
|                                                       |                           
|CASH FLOWS FROM INVESTING ACTIVITIES:                  |                           
|Purchases of property and equipment                    |                           
|Cash paid for acquisitions                             |                           
|Proceeds from sale of assets, net                      |                           
|Deposits and other                                     |                           
|                                                       |                           
|Net cash provided by (used in) investing activities    |                           
|                                                       |                           

See independent accountants review report and accompanying notes.

EMMIS OPERATING
COMPANY AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(Unaudited) (Dollars in thousands)

|                                                    | Three Months Ended May 31,
|--------------------------------------------------- | --------------------------
|
|CASH FLOWS FROM FINANCING ACTIVITIES:               |                           
|Payments on long-term debt                          |                           
|Proceeds from long-term debt                        |                           
|Distributions to parent                             |                           
|Contributions from parent and other                 |                           
|                                                    |                           
|Net cash provided by (used in) financing activities |                           
|                                                    |                           
|INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS    |                           
|CASH AND CASH EQUIVALENTS:                          |                           
|Beginning of period                                 |                           
|                                                    |                           
|End of period                                       |                           
|                                                    |                           
|SUPPLEMENTAL DISCLOSURES:                           |                           
|Cash paid for -                                     |                           
|Interest                                            |                           
|Income taxes                                        |                           
|ACQUISITION OF WBPG-TV:                             |                           
|Fair value of assets acquired                       |                           
|Cash paid                                           |                           
|                                                    |                           
|Liabilities recorded                                |                           
|                                                    |                           

See independent accountants review report and accompanying notes.

EMMIS COMMUNICATIONS
CORPORATION AND SUBSIDIARIESAND EMMIS OPERATING COMPANY AND SUBSIDIARIESNOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS(DOLLARS IN THOUSANDS UNLESS INDICATED OTHERWISE,
EXCEPT SHARE DATA)

May 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 May 31, 2003 and the results of their operations for the three months
ended May 31, 2002 and 2003 and their cash flows for the three months ended May 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 May 31,
|--------------------------------------------------- | --------------------------
|
|
|Net Income (Loss) Available to Common Shareholders: |                           
|As Reported                                         |                           
|Plus:  Reported stock-based employee                |                           
|compensation costs, net of tax                      |                           
|Less:  Stock-based employee compensation            |                           
|costs, net of tax, if fair value method had         |                           
|been applied to all awards                          |                           
|                                                    |                           
|Pro Forma                                           |                           
|                                                    |                           
|Basic EPS:                                          |                           
|As Reported                                         |                           
|Pro Forma                                           |                           
|Diluted EPS:                                        |                           
|As Reported                                         |                           
|Pro Forma                                           |                           

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 May 31,
|------------------------ | --------------------------
|
|Risk-Free Interest Rate: | 3.6% - 5.4%               
|Expected Dividend Yield: | 0%                        
|Expected Life (Years):   | 8.3 - 8.6                 
|Expected Volatility:     | 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 deferred $2.1
million and $1.7 million of these costs as of May 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 May 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 months ended May 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 4.2 million shares for the three
months ended May 31, 2002. The 6.25% Series A cumulative convertible preferred stock was
excluded from the calculation of diluted net income per common share for the three months
ended May 31, 2003 as the effect of their 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.

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,
we had recorded an extraordinary loss of $2.3 million, net of tax, in the prior year in
connection with a debt extinguishment. Accordingly, we retroactively reclassified the loss
of $3.6 million to include it 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 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.

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, which the Company determined were its only indefinite-lived intangibles, are
not subject to amortization, but are tested for impairment at least annually. As of May
31, 2003 and February 28, 2003, the carrying amounts of the Companys FCC licenses
were $1,516.9 million and $1,508.9 million, respectively.

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 May 31, 2003 and February 28, 2003, the
carrying amount of the Companys goodwill was $139.1 million and $139.0 million,
respectively. 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 May 31, 2003:

|                              | February 28, 2003 | May 31, 2003
|----------------------------- | ----------------- | ------------
|
|Foreign Broadcasting Licenses |                   | $           
|Subscription Lists            |                   |             
|Lease Rights                  |                   |             
|Customer Lists                |                   |             
|Non-Compete Agreements        |                   |             
|Other                         |                   |             
|                              |                   |             
|TOTAL                         |                   | $           
|                              |                   |             

Total
amortization expense from definite-lived intangibles for the three months ended May 31,
2002 and 2003 was $1.9 million and $1.6 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 May 31,
2003:

|FISCAL YEAR ENDED FEBRUARY 28 (29),
|-----------------------------------
|2004                               
|2005                               
|2006                               
|2007                               
|2008                               

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 
|Prepaids                                             |        | 35         
|Broadcasting equipment                               |        | 2,458      
|Office equipment                                     |        | 97         
|Vehicles                                             |        | 42         
|                                                     |        |            
|Total tangible assets                                |        | 2,597      
|Customer list                                        |        | 229        
|Affiliation agreement                                |        | 559        
|Broadcasting licenses (Indefinite-lived intangibles) |        | 7,971      
|Goodwill                                             |        | 150        
|                                                     |        |            
|Total intangible assets                              |        | 8,909      
|                                                     |        |            
|Programming acquired                                 |        | 159        
|Less:  Programming liabilities assumed               |        | (198       
|                                                     |        |            
|Total purchase price                                 |        | $ 11,656   
|                                                     |        |            

Note 4. Comprehensive
Income (Loss)

| | Emmis
| | -----

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

|                                           | Three Months
Ended May 31,
|------------------------------------------ | --------------------------
|
|Net income (loss)                          |                           
|Translation adjustment                     |                           
|Change in fair value of derivative         |                           
|instruments, net of associated tax benefit |                           
|                                           |                           
|Total comprehensive income (loss)          |                           
|                                           |                           

The majority of the translation
adjustment for the three months ended May 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 month periods ended May 31,
2002 and 2003:

|                                           | Three Months
Ended May 31,
|------------------------------------------ | --------------------------
|
|Net income (loss)                          |                           
|Translation adjustment                     |                           
|Change in fair value of derivative         |                           
|instruments, net of associated tax benefit |                           
|                                           |                           
|Total comprehensive income (loss)          |                           
|                                           |                           

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

Note 5. 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 May 31, 2002 and 2003 were $1.7
million and $1.8 million, respectively. The carrying value of long lived assets of this
radio station as of May 31, 2002 and 2003 was $6.2 million and $9.5 million, respectively.
Total revenues of our two radio stations in Buenos Aires, Argentina for the three months
ended May 31, 2002 and 2003 were $0.5 million and $0.8 million, respectively. The carrying
value of long lived assets of these radio stations as of May 31, 2002 and 2003 was $5.8
million and $4.8 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
May 31, 2003 | Radio | Television | Publishing
and Other | Corporate | Consolidated
|------------------------------- | ----- | ---------- | -------------------- | --------- | ------------
|
|Net revenues                    |       |            | $                    | 64,597    |             
|Station operating expenses,     |       |            |                      |           |             
|excluding noncash compensation  |       |            |                      | 35,179    |             
|Corporate expenes, excluding    |       |            |                      |           |             
|noncash compensation            |       |            |                      | --        |             
|Noncash compensation            |       |            |                      | 2,401     |             
|Depreciation and amortization   |       |            |                      | 1,974     |             
|                                |       |            |                      |           |             
|Operating income (loss)         |       |            | $                    | 25,043    |             
|                                |       |            |                      |           |             
|Total assets                    |       |            | $                    | 902,084   |             
|                                |       |            |                      |           |             

With respect to EOC, the above
information would be identical, except corporate total assets would be $77,604 and
consolidated total assets would be $2,113,692.

|Three Months Ended
May 31, 2002 | Radio | Television | Publishing
and Other | Corporate | Consolidated
|------------------------------- | ----- | ---------- | -------------------- | --------- | ------------
|
|Net revenues                    |       |            | $                    | 62,724    |             
|Station operating expenses,     |       |            |                      |           |             
|excluding noncash compensation  |       |            |                      | 34,408    |             
|Corporate expenses, excluding   |       |            |                      |           |             
|noncash compensation            |       |            |                      | --        |             
|Noncash compensation            |       |            |                      | 2,412     |             
|Depreciation and amortization   |       |            |                      | 2,093     |             
|                                |       |            |                      |           |             
|Operating income (loss)         |       |            | $                    | 23,811    |             
|                                |       |            |                      |           |             
|Total assets                    |       |            | $                    | 890,326   |             
|                                |       |            |                      |           |             

With respect to EOC, the above
information would be identical, except corporate total assets would be $149,136 and
consolidated total assets would be $2,166,332.

Note 6. 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 May 31, 2003, subsidiaries holding
EOCs interest in its radio stations in 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
May 31, 2003 and for the three months ended May 31, 2002 and 2003. EOC uses the equity
method in its Parent Company Only information with respect to investments in subsidiaries.

Emmis Operating CompanyAs
of May 31, 2003 Condensed Consolidating
Balance Sheet(Unaudited)

|                                                  | Parent
Company
Only | Subsidiary
Guarantors | Subsidiary
Non-
Guarantors | Eliminations
and
Consolidating
Entries | Consolidated
|------------------------------------------------- | ------------------- | --------------------- | -------------------------- | -------------------------------------- | ------------
|CURRENT ASSETS:                                   |                     |                       |                            |                                        |             
|Cash and cash equivalents                         |                     |                       | $                          | 2,988                                  |             
|Accounts receivable, net                          |                     |                       |                            | --                                     |             
|Prepaid expenses                                  |                     |                       |                            | 2,136                                  |             
|Other                                             |                     |                       |                            | 223                                    |             
|                                                  |                     |                       |                            |                                        |             
|Total current assets                              |                     |                       |                            | 5,347                                  |             
|Property and equipment, net                       |                     |                       |                            | 34,481                                 |             
|Intangible assets, net                            |                     |                       |                            | 2,385                                  |             
|Investment in affiliates                          |                     |                       |                            | 1,897,492                              |             
|Other assets, net                                 |                     |                       |                            | 52,237                                 |             
|                                                  |                     |                       |                            |                                        |             
|Total assets                                      |                     |                       | $                          | 1,991,942                              |             
|                                                  |                     |                       |                            |                                        |             
|CURRENT LIABILITIES:                              |                     |                       |                            |                                        |             
|Accounts payable                                  |                     |                       | $                          | 11,320                                 |             
|Current maturities of other long-term debt        |                     |                       |                            | 20,185                                 |             
|Current portion of TV program rights payable      |                     |                       |                            | --                                     |             
|Accrued salaries and commissions                  |                     |                       |                            | 546                                    |             
|Accrued interest                                  |                     |                       |                            | 7,647                                  |             
|Deferred revenue                                  |                     |                       |                            | --                                     |             
|Other                                             |                     |                       |                            | 3,461                                  |             
|                                                  |                     |                       |                            |                                        |             
|Total current liabilities                         |                     |                       |                            | 43,159                                 |             
|Long-term debt, net of current maturities         |                     |                       |                            | 998,623                                |             
|Other long-term debt, net of current maturities   |                     |                       |                            | 41                                     |             
|TV program rights payable, net of current portion |                     |                       |                            | --                                     |             
|Other noncurrent liabilities                      |                     |                       |                            | 11,051                                 |             
|Deferred income taxes                             |                     |                       |                            | 45,693                                 |             
|                                                  |                     |                       |                            |                                        |             
|Total liabilities                                 |                     |                       |                            | 1,098,567                              |             
|SHAREHOLDER'S EQUITY:                             |                     |                       |                            |                                        |             
|Common stock                                      |                     |                       |                            | 1,027,221                              |             
|Additional paid-in capital                        |                     |                       |                            | 104,482                                |             
|Subsidiary investment                             |                     |                       |                            | --                                     |             
|Retained earnings/(accumulated deficit)           |                     |                       |                            | (222,441                               | )           
|Accumulated other comprehensive loss              |                     |                       |                            | (15,887                                | )           
|                                                  |                     |                       |                            |                                        |             
|Total shareholder's equity                        |                     |                       |                            | 893,375                                |             
|                                                  |                     |                       |                            |                                        |             
|Total liabilities and shareholder's equity        |                     |                       | $                          | 1,991,942                              |             
|                                                  |                     |                       |                            |                                        |             

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

|                                                  | Parent
Company
Only | Subsidiary
Guarantors | Subsidiary
Non-
Guarantors | Eliminations
and
Consolidating
Entries | Consolidated
|------------------------------------------------- | ------------------- | --------------------- | -------------------------- | -------------------------------------- | ------------
|CURRENT ASSETS:                                   |                     |                       |                            |                                        |             
|Cash and cash equivalents                         |                     |                       | $                          | 3,885                                  |             
|Accounts receivable, net                          |                     |                       |                            | --                                     |             
|Prepaid expenses                                  |                     |                       |                            | 2,016                                  |             
|Other                                             |                     |                       |                            | 222                                    |             
|                                                  |                     |                       |                            |                                        |             
|Total current assets                              |                     |                       |                            | 6,123                                  |             
|Property and equipment, net                       |                     |                       |                            | 35,874                                 |             
|Intangible assets, net                            |                     |                       |                            | 3,035                                  |             
|Investment in affiliates                          |                     |                       |                            | 1,874,882                              |             
|Other assets, net                                 |                     |                       |                            | 52,373                                 |             
|                                                  |                     |                       |                            |                                        |             
|Total assets                                      |                     |                       | $                          | 1,972,287                              |             
|                                                  |                     |                       |                            |                                        |             
|CURRENT LIABILITIES:                              |                     |                       |                            |                                        |             
|Accounts payable                                  |                     |                       | $                          | 13,161                                 |             
|Current maturities of other long-term debt        |                     |                       |                            | 9,976                                  |             
|Current portion of TV program rights payable      |                     |                       |                            | --                                     |             
|Accrued salaries and commissions                  |                     |                       |                            | 3,326                                  |             
|Accrued interest                                  |                     |                       |                            | 13,844                                 |             
|Deferred revenue                                  |                     |                       |                            | --                                     |             
|Other                                             |                     |                       |                            | 3,339                                  |             
|                                                  |                     |                       |                            |                                        |             
|Total current liabilities                         |                     |                       |                            | 43,646                                 |             
|Long-term debt, net of current maturities         |                     |                       |                            | 996,945                                |             
|Other long-term debt, net of current maturities   |                     |                       |                            | 41                                     |             
|TV program rights payable, net of current portion |                     |                       |                            | --                                     |             
|Other noncurrent liabilities                      |                     |                       |                            | 13,167                                 |             
|Deferred income taxes                             |                     |                       |                            | 40,070                                 |             
|                                                  |                     |                       |                            |                                        |             
|Total liabilities                                 |                     |                       |                            | 1,093,869                              |             
|SHAREHOLDER'S EQUITY:                             |                     |                       |                            |                                        |             
|Common stock                                      |                     |                       |                            | 1,027,221                              |             
|Additional paid-in capital                        |                     |                       |                            | 95,582                                 |             
|Subsidiary investment                             |                     |                       |                            | --                                     |             
|Retained earnings/(accumulated deficit)           |                     |                       |                            | (227,026                               | )           
|Accumulated other comprehensive loss              |                     |                       |                            | (17,359                                | )           
|                                                  |                     |                       |                            |                                        |             
|Total shareholder's equity                        |                     |                       |                            | 878,418                                |             
|                                                  |                     |                       |                            |                                        |             
|Total liabilities and shareholder's equity        |                     |                       | $                          | 1,972,287                              |             
|                                                  |                     |                       |                            |                                        |             

Emmis Operating CompanyCondensed
Consolidating Statement of Operations For the Three Months
Ended May 31, 2003(Unaudited)

|                                          | Parent
Company
Only | Subsidiary
Guarantors | Subsidiary
Non-
Guarantors | Eliminations
and
Consolidating
Entries | Consolidated
|----------------------------------------- | ------------------- | --------------------- | -------------------------- | -------------------------------------- | ------------
|Net revenues                              |                     |                       | $                          | 238                                    |             
|Operating expenses:                       |                     |                       |                            |                                        |             
|Station operating expenses,               |                     |                       |                            |                                        |             
|excluding noncash compensation            |                     |                       |                            | 171                                    |             
|Corporate expenses, excluding             |                     |                       |                            |                                        |             
|noncash compensation                      |                     |                       |                            | 5,763                                  |             
|Noncash compensation                      |                     |                       |                            | 1,391                                  |             
|Depreciation and amortization             |                     |                       |                            | 1,510                                  |             
|                                          |                     |                       |                            |                                        |             
|Total operating expenses                  |                     |                       |                            | 8,835                                  |             
|                                          |                     |                       |                            |                                        |             
|Operating income (loss)                   |                     |                       |                            | (8,597                                 | )           
|                                          |                     |                       |                            |                                        |             
|Other income (expense)                    |                     |                       |                            |                                        |             
|Interest expense                          |                     |                       |                            | (16,007                                | )           
|Loss from unconsolidated affiliates       |                     |                       |                            | (164                                   | )           
|Other income (expense), net               |                     |                       |                            | 68                                     |             
|                                          |                     |                       |                            |                                        |             
|Total other income (expense)              |                     |                       |                            | (16,103                                | )           
|                                          |                     |                       |                            |                                        |             
|Income (loss) before income taxes and     |                     |                       |                            |                                        |             
|accounting change                         |                     |                       |                            | (24,700                                | )           
|Provision (benefit) for income taxes      |                     |                       |                            | (8,964                                 | )           
|                                          |                     |                       |                            |                                        |             
|                                          |                     |                       |                            | (15,736                                | )           
|Equity in earnings (loss) of subsidiaries |                     |                       |                            | 22,567                                 |             
|                                          |                     |                       |                            |                                        |             
|Net income (loss)                         |                     |                       | $                          | 6,831                                  |             
|                                          |                     |                       |                            |                                        |             

Emmis Operating CompanyCondensed
Consolidating Statement of Operations For the Three Months
Ended May 31, 2002(Unaudited)

|                                          | Parent
Company
Only | Subsidiary
Guarantors | Subsidiary
Non-
Guarantors | Eliminations
and
Consolidating
Entries | Consolidated
|----------------------------------------- | ------------------- | --------------------- | -------------------------- | -------------------------------------- | ------------
|Net revenues                              |                     |                       | $                          | 231                                    |             
|Operating expenses:                       |                     |                       |                            |                                        |             
|Station operating expenses,               |                     |                       |                            |                                        |             
|excluding noncash compensation            |                     |                       |                            | 189                                    |             
|Corporate expenses, excluding             |                     |                       |                            |                                        |             
|noncash compensation                      |                     |                       |                            | 5,133                                  |             
|Noncash compensation                      |                     |                       |                            | 612                                    |             
|Depreciation and amortization             |                     |                       |                            | 1,146                                  |             
|                                          |                     |                       |                            |                                        |             
|Total operating expenses                  |                     |                       |                            | 7,080                                  |             
|                                          |                     |                       |                            |                                        |             
|Operating income (loss)                   |                     |                       |                            | (6,849                                 | )           
|                                          |                     |                       |                            |                                        |             
|Other income (expense)                    |                     |                       |                            |                                        |             
|Interest expense                          |                     |                       |                            | (21,909                                | )           
|Loss from unconsolidated affiliates       |                     |                       |                            | (1,066                                 | )           
|Loss on debt extinguishment               |                     |                       |                            | (3,600                                 | )           
|Gain on sale of assets                    |                     |                       |                            | --                                     |             
|Other income (expense), net               |                     |                       |                            | 351                                    |             
|                                          |                     |                       |                            |                                        |             
|Total other income (expense)              |                     |                       |                            | (25,158                                | )           
|                                          |                     |                       |                            |                                        |             
|Income (loss) before income taxes and     |                     |                       |                            |                                        |             
|accounting change                         |                     |                       |                            | (32,007                                | )           
|Provision (benefit) for income taxes      |                     |                       |                            | (12,305                                | )           
|                                          |                     |                       |                            |                                        |             
|Income (loss) before accounting change    |                     |                       |                            | (19,702                                | )           
|Cumulative effect of accounting change,   |                     |                       |                            |                                        |             
|net of tax                                |                     |                       |                            | (167,400                               | )           
|Equity in earnings (loss) of subsidiaries |                     |                       |                            | 26,593                                 |             
|                                          |                     |                       |                            |                                        |             
|Net income (loss)                         |                     |                       | $                          | (160,509                               | )           
|                                          |                     |                       |                            |                                        |             

Emmis Operating CompanyCondensed
Consolidating Statement of Cash FlowsFor the Three Months
Ended May 31, 2003(Unaudited)

|                                                  | Parent
Company
Only | Subsidiary
Guarantors | Subsidiary
Non-
Guarantors | Eliminations
and
Consolidating
Entries | Consolidated
|------------------------------------------------- | ------------------- | --------------------- | -------------------------- | -------------------------------------- | ------------
|CASH FLOWS FROM OPERATING ACTIVITIES:             |                     |                       |                            |                                        |             
|Net income (loss)                                 |                     |                       | $                          | 6,831                                  |             
|Adjustments to reconcile net income (loss) to net |                     |                       |                            |                                        |             
|cash provided (used) by operating activities -    |                     |                       |                            |                                        |             
|Depreciation and amortization                     |                     |                       |                            | 2,412                                  |             
|Provision for bad debts                           |                     |                       |                            | --                                     |             
|Provision for deferred income taxes               |                     |                       |                            | 5,266                                  |             
|Noncash compensation                              |                     |                       |                            | 1,391                                  |             
|Equity in earnings of subsidiaries                |                     |                       |                            | (22,567                                | )           
|Other                                             |                     |                       |                            | 253                                    |             
|Changes in assets and liabilities -               |                     |                       |                            |                                        |             
|Accounts receivable                               |                     |                       |                            | --                                     |             
|Prepaid expenses and other current assets         |                     |                       |                            | (121                                   | )           
|Other assets                                      |                     |                       |                            | 2,884                                  |             
|Accounts payable and accrued liabilities          |                     |                       |                            | (9,121                                 | )           
|Deferred liabilities                              |                     |                       |                            | --                                     |             
|Other liabilities                                 |                     |                       |                            | (165                                   | )           
|                                                  |                     |                       |                            |                                        |             
|Net cash provided (used) by operating activities  |                     |                       |                            | (12,937                                | )           
|                                                  |                     |                       |                            |                                        |             
|CASH FLOWS FROM INVESTING ACTIVITIES:             |                     |                       |                            |                                        |             
|Purchases of property and equipment               |                     |                       |                            | (117                                   | )           
|Cash paid for acquisitions                        |                     |                       |                            | --                                     |             
|Deposits and other                                |                     |                       |                            | (3,000                                 | )           
|                                                  |                     |                       |                            |                                        |             
|Net cash used by investing activities             |                     |                       |                            | (3,117                                 | )           
|                                                  |                     |                       |                            |                                        |             
|CASH FLOWS FROM FINANCING ACTIVITIES:             |                     |                       |                            |                                        |             
|Payments on long-term debt                        |                     |                       |                            | (14,112                                | )           
|Proceeds from long-term debt                      |                     |                       |                            | 26,000                                 |             
|Intercompany and ECC                              |                     |                       |                            | 3,269                                  |             
|Debt related costs                                |                     |                       |                            | --                                     |             
|                                                  |                     |                       |                            |                                        |             
|Net cash provided (used) by financing activities  |                     |                       |                            | 15,157                                 |             
|                                                  |                     |                       |                            |                                        |             
|DECREASE IN CASH AND CASH EQUIVALENTS             |                     |                       |                            | (897                                   | )           
|CASH AND CASH EQUIVALENTS:                        |                     |                       |                            |                                        |             
|Beginning of period                               |                     |                       |                            | 3,885                                  |             
|                                                  |                     |                       |                            |                                        |             
|End of period                                     |                     |                       | $                          | 2,988                                  |             
|                                                  |                     |                       |                            |                                        |             

Emmis Operating CompanyCondensed
Consolidating Statement of Cash Flows For the Three Months
Ended May 31, 2002(Unaudited)

|                                                  | Parent
Company
Only | Subsidiary
Guarantors | Subsidiary
Non-
Guarantors | Eliminations
and
Consolidating
Entries | Consolidated
|------------------------------------------------- | ------------------- | --------------------- | -------------------------- | -------------------------------------- | ------------
|CASH FLOWS FROM OPERATING ACTIVITIES:             |                     |                       |                            |                                        |             
|Net income (loss)                                 |                     |                       | $                          | (160,509                               | )           
|Adjustments to reconcile net income (loss) to net |                     |                       |                            |                                        |             
|cash provided (used) by operating activities -    |                     |                       |                            |                                        |             
|Cumulative effect of accounting change            |                     |                       |                            | 167,400                                |             
|Depreciation and amortization                     |                     |                       |                            | 2,696                                  |             
|Provision for bad debts                           |                     |                       |                            | --                                     |             
|Provision for deferred income taxes               |                     |                       |                            | 4,812                                  |             
|Noncash compensation                              |                     |                       |                            | 612                                    |             
|Loss on debt extinguishment                       |                     |                       |                            | 3,600                                  |             
|Gain on sale of assets                            |                     |                       |                            | --                                     |             
|Equity in earnings of subsidiaries                |                     |                       |                            | (26,593                                | )           
|Other                                             |                     |                       |                            | 59                                     |             
|Changes in assets and liabilities -               |                     |                       |                            |                                        |             
|Accounts receivable                               |                     |                       |                            | --                                     |             
|Prepaid expenses and other current assets         |                     |                       |                            | 187                                    |             
|Other assets                                      |                     |                       |                            | 1,356                                  |             
|Accounts payable and accrued liabilities          |                     |                       |                            | (2,408                                 | )           
|Deferred liabilities                              |                     |                       |                            | --                                     |             
|Other liabilities                                 |                     |                       |                            | (2,668                                 | )           
|                                                  |                     |                       |                            |                                        |             
|Net cash provided (used) by operating activities  |                     |                       |                            | (11,456                                | )           
|                                                  |                     |                       |                            |                                        |             
|CASH FLOWS FROM INVESTING ACTIVITIES:             |                     |                       |                            |                                        |             
|Purchases of property and equipment               |                     |                       |                            | (734                                   | )           
|Proceeds from sale of assets                      |                     |                       |                            | --                                     |             
|Deposits and other                                |                     |                       |                            | (222                                   | )           
|                                                  |                     |                       |                            |                                        |             
|Net cash provided (used) by investing activities  |                     |                       |                            | (956                                   | )           
|                                                  |                     |                       |                            |                                        |             
|CASH FLOWS FROM FINANCING ACTIVITIES:             |                     |                       |                            |                                        |             
|Payments on long-term debt                        |                     |                       |                            | (201,102                               | )           
|Proceeds from long-term debt                      |                     |                       |                            | 6,000                                  |             
|Intercompany and ECC                              |                     |                       |                            | 264,671                                |             
|Debt related costs                                |                     |                       |                            | --                                     |             
|                                                  |                     |                       |                            |                                        |             
|Net cash provided (used) by financing activities  |                     |                       |                            | 69,569                                 |             
|                                                  |                     |                       |                            |                                        |             
|INCREASE (DECREASE) IN CASH AND CASH              |                     |                       |                            |                                        |             
|EQUIVALENTS                                       |                     |                       |                            | 57,157                                 |             
|CASH AND CASH EQUIVALENTS:                        |                     |                       |                            |                                        |             
|Beginning of period                               |                     |                       |                            | --                                     |             
|                                                  |                     |                       |                            |                                        |             
|End of period                                     |                     |                       | $                          | 57,157                                 |             
|                                                  |                     |                       |                            |                                        |             

Note 7. Regulatory 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 current ownership rules. On July 2, the FCC released
its Report and Order and Notice of Proposed Rulemaking containing new local television
ownership rules that we expect to become effective in the next 60-90 days. We are
currently evaluating the Report and Order to explore our possibilities for retaining both
stations, as well as the impact that the new regulations will have on our television
business. At this point, we do not expect the Report and Order to have a material adverse
effect on the Company.

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, five of our
satellite stations are not currently broadcasting in digital format. Four of these have
received extensions that expire in August 2003 and one has an extension that expires in
December 2003. We believe that the continued grant of extensions is appropriate because
the delays are due to conditions largely 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 May 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.

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.

Note 8. Subsequent Event

Effective
July 1, 2003, Emmis acquired, for a purchase price of $105.2 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, KXMG-FM, KROX-FM, KGSR-FM and
KEYI-FM. We financed the acquisition through borrowings under our credit facility and the
acquisition will be 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.

On
June 6, 2003 EOC amended its credit facility to allow for the acquisition of the
controlling interest in the Austin partnership, as described above. 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.

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.

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; 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 Months Ended May 31, 2003 Compared to May 31, 2002

# Net revenues:

Radio
net revenues for the three months ended May 31, 2003 increased $1.9 million, or 3.0%. Our
reported results for the prior year included $1.2 million in net revenues from our Denver
radio stations that we sold in May 2002. We typically monitor the performance of our
stations against the aggregate performance of the markets in which we operate. For the
quarter ended May 31, 2003, net revenues of our domestic radio stations were up 4.6%
excluding the revenues from our Denver radio stations in the prior year, whereas net
revenues of our domestic radio markets were up only 2.1%, based on Miller-Kaplan reports
for the period. We were able to outperform the markets in which we operate due to 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. Our
advertising inventory sellout percentage remained relatively unchanged year over year.

Television
net revenues for the three months ended May 31, 2003 increased $3.1 million, or 5.5%. Net
political advertising revenues for the three months ended May 31, 2002 and 2003 were
approximately $2.3 million and $1.0 million, respectively. Excluding net political
advertising revenues, television net revenues would have increased $4.4 million, or 8.0%.
This increase is due to our television stations selling a higher percentage of their
inventory and charging higher rates due to 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 months ended May 31, 2003 increased $0.5 million, or 3.2%. 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, net revenues for the three months ended May 31, 2003 increased $5.6
million, or 4.1% due to the effect of the items described above.

# Station operating
expenses, excluding noncash compensation:

Radio
station operating expenses, excluding noncash compensation, increased $0.8 million, or
2.2% for the three months ended May 31, 2003. Our reported results for the prior year
included $0.7 million in operating expenses for our Denver radio stations that we sold in
May 2002. The increase relates to higher sales-related costs and higher insurance and
health-related costs.

Television
station operating expenses, excluding noncash compensation, increased $1.4 million, or
3.9% for the three months ended May 31, 2003. This increase is principally due to higher
programming costs and higher insurance and health-related costs.

Publishing
operating expenses, excluding noncash compensation, increased $1.1 million, or 7.3% for
the three months ended May 31, 2003. 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
editorial and production costs. Our publishing division also experienced higher insurance
and health-related costs.

On
a consolidated basis, station operating expenses, excluding noncash compensation, for the
three months ended May 31, 2003 increased $3.3 million, or 3.9%, due to the effect of the
items described above.

# Noncash compensation
expenses:

Noncash
compensation expenses for the three months ended May 31, 2003 were $7.1 million compared
to $5.4 million for the same period of the prior year, an increase of $1.7 million or
31.9%. In the three months ended May 31, 2003, $2.4 million, $2.4 million, $0.9 million
and $1.4 million was attributable to our radio, television, publishing and corporate
divisions, respectively. In the three months ended May 31, 2002, $2.4 million, $1.7
million, $0.7 million and $0.6 million was attributable to our radio, television,
publishing and corporate divisions, respectively. 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) plan, and common stock issued to employees pursuant to our stock compensation
program. Our stock compensation program resulted in noncash compensation expense of
approximately $4.4 million and $4.5 million for the three months ended May 31, 2002 and
2003, respectively. Effective March 1, 2003, Emmis discontinued its profit sharing plan,
but doubled its 401(k) match to $2 thousand per employee, with one-half of the
contribution made in Emmis stock. This resulted in approximately $1 million of additional
noncash compensation expense in the three months ended May 31, 2003 over the same period
in the prior year. The remaining increase of $0.7 million is primarily attributable to
expense associated with restricted stock issued under employment agreements signed during
the quarter.

# Corporate expenses,
excluding noncash compensation:

Corporate
expenses, excluding noncash compensation, for the three months ended May 31, 2003 were
$5.8 million compared to $5.1 million for the same period of the prior year, an increase
of $0.7 million or 12.3%. These costs increased due to higher insurance and health care
costs, professional fees associated with evaluating new business opportunities, merit
increases and funding for training and diversity initiatives.

# Depreciation and
amortization:

Radio
depreciation and amortization expense for the three months ended May 31, 2003 was $2.0
million compared to $2.1 million for the same period of the prior year, a decrease of $0.1
million or 5.7%. Although radio depreciation and amortization expense decreased slightly
in our first fiscal quarter, we expect it to be higher for the remainder of the fiscal
year as a result of the Austin radio acquisition, which closed in July 2003. Actual
amounts will depend on the allocation of the purchase price based on the appraisal of the
assets, which has not yet been finalized.

Television
depreciation and amortization expense for the three months ended May 31, 2003 was $7.7
million compared to $6.9 million for the same period of the prior year, an increase of
$0.8 million or 10.4%. The increase was mainly attributable to depreciation of equipment
purchased for the conversion of our analog equipment to digital equipment.

Publishing
depreciation and amortization expense for the three months ended May 31, 2003 was $0.2
million compared to $0.6 million for the same period of the prior year, a decrease of $0.4
million or 63.2%. The decrease was mainly attributable to certain intangible assets
becoming fully amortized during fiscal 2003.

Corporate
depreciation and amortization expense for the three months ended May 31, 2003 was $1.5
million compared to $1.1 million for the same period of the prior year, an increase of
$0.4 million or 31.8%. 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, depreciation and amortization expense for the three months ended May
31, 2003 was $11.4 million compared to $10.8 million for the same period of the prior
year, an increase of $0.6 million or 5.5%, due to the effect of the items described above.

# Operating income:

Radio
operating income for the three months ended May 31, 2003 was $25.0 million compared to
$23.8 million for the same period of the prior year, an increase of $1.2 million or 5.2%.
This increase is attributable to higher net revenues, partially offset by higher station
operating expenses, as discussed above.

Television
operating income for the three months ended May 31, 2003 was $12.0 million compared to
$11.7 million for the same period of the prior year, an increase of $0.3 million or 2.2%.
This increase was driven by higher net revenues, partially offset by higher station
operating expenses, higher noncash compensation and higher depreciation and amortization
expense, as discussed above.

Publishing
operating income for the three months ended May 31, 2003 was $0.2 million compared to $0.6
million for the same period of the prior year, a decrease of $0.4 million, or 72.2%. The
decrease was primarily attributable to the shift in revenue mix, as discussed above.

On
a consolidated basis, operating income for the three months ended May 31, 2003 was $28.5
million compared to $29.2 million for the same period of the prior year, a decrease of
$0.7 million or 2.4%. This decrease 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 May 31, 2003 was $22.8
million compared to $29.9 million for the same period of the prior year, a decrease of
$7.1 million or 23.9%. 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 reflected 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 May 31, 2003, outstanding swaps totaled
$190.0 million and fixed LIBOR at a weighted-average 4.72%. These remaining contracts
expire during the remainder of fiscal 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 May 31, 2003 was $16.3 million compared to $22.4
million for the same period of the prior year, a decrease of $6.2 million or 27.6%. 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 May 31, 2003 was $5.6 million compared to $4.2 million for the same period in the
prior year, an increase of $1.4 million, or 32.5%. 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 included in the prior year. With respect to EOC, income before
income taxes and accounting change for the three months ended May 31, 2003 was $12.1
million compared to $11.7 million for the same period in the prior year, an increase of
$0.4 million, or 3.4%. 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
included in the prior year.

# Net income (loss):

With
respect to Emmis, net income was $0.4 million for the three months ended May 31, 2003,
compared to a net loss of $167.8 million 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 included in the prior year, all net of tax. With respect to EOC, net income was
$6.8 million for the three months ended May 31, 2003, compared to a net loss of $160.5
million 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 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
May 31, 2003, we had cash and cash equivalents of $9.4 million and net working capital for
Emmis and EOC of $37.3 million and $38.4 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 lower accrued interest, since semi-annual interest on our senior
subordinated notes was paid in March 2003, and lower accrued salaries and commissions,
since year-end bonuses were paid prior to May 31, 2003.

Effective
July 1, 2003, Emmis acquired, for a purchase price of $105.2 million, a controlling
interest of 50.1% in a partnership that owns six radio stations in the Austin, Texas
metropolitan area. We financed the acquisition through borrowings under the credit
facility.

Operating
Activities

With
respect to Emmis, net cash flows provided by operating activities were $1.4 million for
the three months ended May 31, 2003 compared to $0.5 million for the same period of the
prior year. With respect to EOC, net cash flows provided by operating activities were $1.4
million for the three months ended May 31, 2003 compared to net cash flows used in
operating activities of $0.4 million for the same period of the prior year. The increase
in cash flows provided by operating activities for the three months ended May 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 year-end bonus
payments and interest payments during the quarter. 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 $17.6 million for the three
months ended May 31, 2003 compared to cash provided by investing activities of $131.4
million in the same period of the prior year. This decrease is primarily attributable to
our purchase of a television station in the three months ended May 31, 2003 as opposed to
our sale of radio stations in the three months ended May 31, 2002, partially offset by a
reduction in capital expenditures in the three months ended May 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.

Capital
expenditures primarily relate to leasehold improvements to various office and studio
facilities, broadcast equipment purchases, tower upgrades and computer equipment
replacements. In the three month periods ended May 31, 2003 and 2002, we had capital
expenditures of $3.0 million and $3.8 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 $9.5 million for the
three months ended May 31, 2003. Cash flows used in financing activities for Emmis and EOC
were $72.9 million and $72.0 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 three months ended May
31, 2002.

As
of May 31, 2003, EOC had $998.6 million of long-term corporate indebtedness outstanding
under its credit facility ($698.6 million) and senior subordinated notes ($300.0 million),
and an additional $8.7 million of other indebtedness. As of May 31, 2003, total
indebtedness outstanding for Emmis included all of EOCs indebtedness as well as
$204.1 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 May 31, 2003, our weighted average borrowing rate under our
credit facility was approximately 4.5% and our overall weighted average borrowing rate,
after taking into account amounts outstanding under our senior subordinated notes and
senior discount notes, was approximately 6.7%. The overall weighted average borrowing rate
for EOC, which would exclude the senior discount notes, was approximately 5.6%.

The
debt service requirements of EOC over the next twelve month period (net of interest under
our credit facility) are expected to be $44.6 million. This amount is comprised of $24.4
million for interest under our senior subordinated notes and $20.2 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
July 2, 2003, after giving effect to our purchase of a controlling interest in a
partnership that owns six Austin radio stations, we had $120.0 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 addition, Emmis will have
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 does not
intend to effectuate the separation absent a significant acquisition of either radio or
television properties.

Intangibles

At
May 31, 2003, approximately 80% 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

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,
we had recorded an extraordinary loss of $2.2 million, net of tax, in the prior year in
connection with a debt extinguishment. Accordingly, we retroactively reclassified the loss
of $3.6 million to include it 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 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 or results of operations.

Regulatory 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 current ownership rules. On July 2, the FCC released
its Report and Order and Notice of Proposed Rulemaking containing new local television
ownership rules that we expect to become effective in the next 60-90 days. We are
currently evaluating the Report and Order to explore our possibilities for retaining both
stations, as well as the impact that the new regulations will have on our television
business. At this point, we do not expect the Report and Order to have a material adverse
effect on the Company.

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, five of our satellite stations are
not currently broadcasting in digital format. Four of these have received extensions that
expire in August 2003 and one has an extension that expires in December 2003. We believe
that the continued grant of extensions is appropriate because the delays are due to
conditions largely 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 May 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.

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

Immediately following the Signatures
section of this Quarterly Report, 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. 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
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 5 and 6 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.

From the date of the Controls
Evaluation to the date of this Quarterly Report, there have been no significant changes in
internal controls or in other factors that could significantly affect internal controls,
including any corrective actions with regard to significant deficiencies and material
weaknesses.

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 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 |  | Fifth
Amendment to Fourth Amended and Restated Revolving Credit and Term Loan Agreement.
| |  |  |  | ---- |  | ----------------------------------------------------------------------------------------

| |  |  |  | 10.2 |  | Agreement for Purchase of Limited Partner and Member Interests, dated as of March 3, 2003,
by and between Emmis Operating Company and Sinclair Telecable, Inc.
| |  |  |  | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  |  | 10.3 |  | Amended
and Restated  Agreement of Limited  Partnership,  dated as of July 1, 2003, for Emmis
Austin Radio                            Broadcasting Company, L.P.
| |  |  |  | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  |  | 10.4 |  | Amended
and Restated Regulations, dated as of July 1, 2003, for Radio Austin Management, L.L.C.
| |  |  |  | ---- |  | -----------------------------------------------------------------------------------------------

| |  |  |  | 10.5 |  | Employment
Agreement, dated as of March 1, 2003, by and between Emmis Operating Company and
Randall D. Bongarten.
| |  |  |  | ---- |  | -----------------------------------------------------------------------------------------------------------------

| |  |  |  | 15 |  | Letter
re: unaudited interim financial information.
| |  |  |  | -- |  | ---------------------------------------------------

| |  |  |  | 99.1 |  | Certification
of CEO 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.
| |  |  |  | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  |  | 99.2 |  | Certification
of CFO 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.
| |  |  |  | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  |  | 99.3 |  | Certification
of CEO 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.
| |  |  |  | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  |  | 99.4 |  | Certification
of CFO 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
March 5, 2003, the Company filed a Form 8-K to update investors on the status of its
previously announced intentions to separate its radio and television businesses.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
April 15, 2003, the Company included on Form 8-K its press release announcing its
financial results for the three and twelve months ended February 28, 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:  July 15, 2003 |  | By:  /s/ WALTER Z. BERGER
Walter Z. Berger
Executive Vice President (Authorized Corporate
Officer), Chief Financial Officer and Treasurer

# 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 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;
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. |  | 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;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. |  | 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;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. |  | 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
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. |  | 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: July 15, 2003

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

# 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 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;
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. |  | 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;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. |  | 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;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. |  | 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
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. |  | 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: July 15, 2003

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

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

# CERTIFICATION OF
PRINCIPAL EXECUTIVE OFFICER

I, Jeffrey H. Smulyan, certify that:

|1. |  | I have reviewed this quarterly report on Form 10-Q of Emmis Operating Company;
|-- |  | ------------------------------------------------------------------------------

|2. |  | 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;
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. |  | 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;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. |  | 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;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. |  | 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
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. |  | 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: July 15, 2003

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

# CERTIFICATION OF
PRINCIPAL FINANCIAL OFFICER

I, Walter Z. Berger, certify that:

|1. |  | I have reviewed this quarterly report on Form 10-Q of Emmis Operating Company;
|-- |  | ------------------------------------------------------------------------------

|2. |  | 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;
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. |  | 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;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. |  | 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;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. |  | 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
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. |  | 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: July 15, 2003

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