Patricia Stratford - SVP, Finance and Administration and Assistant Secretary Farid Suleman - Chairman and CEO Judy Ellis - COO Randy Taylor - SVP and CFO

Marci Ryvicker - Wachovia Tony Wiley - Citigroup Maurice Oehler - CHE Frank Bianco - Argent Michael McCafery - Shenkman Capital

Welcome to Citadel’s Broadcasting 2008, Second Quarter Earnings Release Teleconference. Today’s call is being recorded. At this time I would like to turn the call over to Patricia Stratford.

Good morning and thank you for joining us for our second quarter earnings call. Joining me for today's discussion are Farid Suleman, Chairman and CEO; Judy Ellis, COO; and Randy Taylor, CFO. Randy will review the financial results, followed by Judy then Farid. We will then take questions. Let me note that statements on this conference call relating to matters, which are not historical facts are forward-looking statements. Forward-looking statements involve risks and uncertainties, which could cause actual results to differ. Risks and uncertainties are disclosed in Citadel Broadcasting's securities filings and at the end of our press release. This earnings release and other information related to the presentation can be found on Citadel's corporate website on the internet under the address of citadelbroadcasting.com. I will now turn the call over to Randy.

Thanks, Patty. Net revenues for the second quarter of 2008 were $229.2 million as compared to $141.2 million in the second quarter of 2007. The increase in revenues is a result of the inclusion of the operations of the ABC Radio for a full quarter in 2008 versus a partial quarter in 2007. On a pro forma basis, net revenues in the second quarter of 2008 were $229.7 million as compared to $251 million for the quarter ended June 30, 2007, a decrease of $21.3 million, or 8.5%. This decline is due to lower revenues of $15.8 million from our Radio Markets and $5.5 million at the Radio Network. Operating loss for the second quarter of 2008 was $299.5 million as compared to operating income of $29.9 million in the corresponding 2007 period. This decrease is primarily the result of an increase in the asset impairment charge of approximately $350.8 million. The asset impairment charge is related to a continued deterioration in the radio marketplace and to the related decline in our stock price. Operating income was also impacted by an increase in depreciation and amortization of approximately $9.1 million resulting from the operations of the ABC Radio stations and Network. Segment operating income a non-GAAP financial measure generally defined as operating income adjusted to exclude depreciation and amortization, stock-based compensation, corporate general and administrative expenses, non-cash amounts related to contract obligations, local marketing fees, asset impairment charges and other net was $87.3 million for the second quarter of 2008, compared to $62.7 million for the second quarter 2007, an increase of $24.6 million. This increase reflects the acquisition of ABC Radio. On a pro forma basis, segment operating income was $87.8 million in the second quarter of 2008 compared to $101.6 million for the quarter ended June 30, 2007. This decrease of $13.8 million, or 13.6%, resulted from $10.4 million decline in segment operating income from our Radio Markets and $3.4 million decline from the Radio Network. Pro forma revenue and segment operating income amounts have been adjusted for the results of ABC Radio as if it had been acquired at the beginning of 2007, any significant station dispositions during 2007 and accounting adjustments related to the acquisition of ABC Radio. Net interest expense increased to $30.2 million for the quarter ended June 30, 2008 from $14.3 million for the same quarter in 2007, an increase of $15.9 million. This increase was primarily the result of the interest incurred on increased borrowings to finance the merger with ABC Radio as well as the payment of approximately $276.5 million for the Special Distribution to pre-merger shareholders, which were both completed in June of 2007. In the second quarter of 2008, we repurchased $216.5 million of debt, comprised of approximately $55 million of convertible subordinated notes as part of a pro rata cash tender and exchange offer, an additional $125.5 million of exchanged convertible subordinated notes and approximately $36 million of senior debt. As a result of these transactions, we recognized a total gain on extinguishment of debt, net of costs, of approximately $31.8 million. In addition, subsequent to June 30, 2008 we repurchased an additional $40.6 million of convertible subordinated notes for approximately $31.7 million resulting in a additional gain of approximately $8.9 million. A portion of the above exchanged convertible notes were repurchased with borrowings under the company's revolving credit facility. The company had previously repurchased $113.3 million of its senior debt in the first quarter of 2008. As a result of these transactions and based on the current interest rates in effect on senior debt and convertible notes, we expect interest expense will decrease by approximately $19 million over the next twelve months as compared to the same period in the prior year. Income tax benefit for the quarter ended June 30, 2008 was $49.6 million, (substantially all non-cash) compared to income tax expense of $11.8 million (substantially all non-cash) for the quarter ended June 30, 2007. The income tax benefit for the quarter ended June 30, 2008 is primarily related to the $364.4 million asset impairment, which resulted in an income tax benefit of approximately $78.8 million, partially offset by the tax expense on pre-tax income excluding impairment loss and an additional $1.4 million in state tax expense, net of federal benefit resulting from a change in our effective state tax rate. Income tax expense for the quarter ended June 30, 2007 includes approximately $2.3 million of additional state income tax expense, net of federal benefit resulting from an increase in the company's effective state tax rate upon the completion of the merger with ABC Radio. Net loss for the quarter ended June 30, 2008 was $251.6 million, or a negative $0.96 per basic share, as compared to net income of $3.8 million, or $0.03 per basic share, for the same period in 2007. Included in net loss for the quarter ended June 30, 2008 was $285.6 million of non-cash asset impairments, net of tax, or a negative $1.09 per basic share, a $14.5 million gain on the extinguishment of debt less write-off of deferred financing costs and debt discount, net of tax, or $0.06 per basic share, $2.5 million of stock-based compensation expense, net of tax, or a negative $0.01 per share and additional state income tax expense associated with an increase in our effective state tax rate of approximately $1.4 million or a negative $0.01 (sic) per basic share. Included in net income for the quarter ended June 30, 2007 was approximately $8.3 million of non-cash asset impairment charges, net of tax, or negative $0.06 per basic share, $4.9 million of stock-based compensation expense, net of tax, or a negative $0.03 per basic share and additional state income tax expense associated with an increase in our effective state tax rate of approximately $2.3 million or a negative $0.02 per basic share. Free cash flow, a non-GAAP financial measure, generally defined as net loss income, plus depreciation and amortization, stock-based compensation expense, non-cash amounts related to contract obligations, asset impairment charges, other, net, non-cash debt-related amounts, write-off of deferred financing costs and debt discounts, and income tax expense; less capital expenditures, gain on extinguishment of debt and cash taxes was $44.0 million for the three months ended June 30, 2008, compared to $37.3 million for the three months ended June 30, 2007, an increase of $6.7 million. This increase is a result of the operations of the acquired ABC Radio businesses partially offset by increases in interest expense, cash taxes and capital expenditures. For the three months ended June 30, 2008, the basic weighted average common shares outstanding was approximately 262.8 million as compared to 141.4 million for the three months ended June 30, 2007. Our capital expenditures were approximately $2.9 million for the quarter and we reported depreciation and amortization expense of approximately $13.6 million for the three months ended June 30, 2008, which includes approximately $3.5 million of additional amortization expense reported in the quarter as a result of the company’s final allocation of its purchase price for ABC Radio. Depreciation and amortization for the full year of 2008 exclusive of any material station acquisition or dispositions is estimated at $45 million. Capital expenditures for the full year of 2008 are estimated between $12 million and $15 million. Our debt outstanding at the June 30, 2008 is $2.233 billion and cash on hand is approximately $62.9 million. I will now turn it over to Judy.

Thank you, Randy. As of April 1st we moved our national sales for the former ABC Radio stations to the Katz Radio Group, now Citadel radio stations are all under the KRG for a national representation. The Katz Radio Group has a larger and stronger sales and management team and they have a new business initiative where they have dedicated a 40% sale factor developing new national sales dollars. This move is an effort to strengthen our Citadel's national sales revenue. In terms of our interactive progress all of our owned and operated websites are now on one back-end infrastructure, we have 225 sites. We offer industry standard, online Ad units for local, regional and national advertisers. We have a sophisticated Ad serving and analytic capability for our entire platform. Currently, we are experiencing over 43 million page views per month and over eight million unique visitors per month. 100% of our markets have had intensive interactive sales training. We are streaming over 190 of our radio stations, which makes us one of the largest online streaming networks in the United States with 13 million listening hours per month. We have the mobile marketing capabilities in over 200 of our radio stations. Last month we sent over 3.8 million text messages, which is up 30% over this previous month. We continue to develop a robust digital platform allowing our advertisers more options to target and reach our listeners. Farid?

Thank you Judy, clearly this was another tough quarter for the company and the industry. Given the overall state of the economy, particularly the consumer oriented businesses including housing, retailed and automotive, we obviously cannot forecast when these sectors will turnaround. However, we are focused on things that we can control over the next 6 to 12 months, so that we can position the company for maximum growth. The bad news is that over the last nine months, the company has really underperformed the industry, particularly in the larger markets, and in some cases some of our smaller markets. In addition some of the turnaround in some of our middle markets, including New Orleans, Birmingham, Syracuse and Boise has taken longer. The good news is that all of the changes across all of the markets that we need to do are beginning to take effect, and will have a real positive contribution going forward. Specifically, if we look at some of our larger markets, we have now made format changes in Atlanta, at our second country station in Dallas, and also in Washington. In every case, the formats are working successfully, and we expect significant contributions from these stations as a result of these stations as a result of this changes beginning with the fourth quarter and clearly into next year. The potential cash flow from these changes alone should be in the $7.5 million to $10 million range in 2009 and around $12.5 million to $15 million in 2010. This is assuming no growth in those markets. In addition to the format changes, we have also made programming changes in a number of our markets. WABC, we have had Imus now for almost six months, and we have also made changes at WPLJ in the afternoon. The combinations of these changes have positioned both the stations for the maximum ratings that they could have gotten. Unfortunately, the revenue performance is only just beginning to catch-up and the effect of this change is just monetizing the existing ratings is in that $5 million to $10 million range. One of the most significant underperformers within our company in terms of market is Chicago. We have a legendary AM station WLS and we have an Oldies station which is beginning to get the ratings there. These two markets combine, contribute less than $3 million of cash flow compared to $15 million what their potential should be. I am really pleased to say that we have recently hired a new Director of Sales Michael Kenski who worked for at CBS, when I was there and we are really happy that he is really going to make the effect. The good news is that we really do have the ratings and now all we have to do is monetize those ratings to get the revenues. So there are a number of changes like that that we have made and all of these should have a real positive effect; between Atlanta, Dallas, Washington as well as Chicago. There is at least $20 million of cash flow that should come without any market growth. In addition to that, as Judy mentioned we made changes in our rep firm now. The transition has gone really well; [Steve Walls, Mark Grand] and team have done a fantastic job. We are really excited about those changes. And as the annuals come up for our combined group we will now, the first time we have an opportunity to do group deals as well as get what is our normalized share. Just getting the normalized share of what we should get given our ratings in national will alone be about $10 million contribution, but at the same time we will have lowered our commission rates. So we are really excited about at least those changes. We can not control where the national market is going to be, but I know we are going to increase our market share next year. We have also completed what we previously announced all of our cost cuts. There were almost $20 million of cost cuts that we have done in the second quarter. Before benefit of that will start being felt in the third quarter and obviously significantly in the fourth quarter and next year. We are looking at even more opportunities to make sure that we can control costs over the next three months, so that we are positioning the company in terms of maximum cash flow growth that we can. As Randy explained we are using all of our free cash flow right now, to really pay down debt at a very accelerated rate and we think this is about the best use of our free cash flow right now. Judy touched on the interactive, I think you will note that of all of the companies out there we were really the farthest behind in the interactive area and we are really excited about where we are at in the interactive for the combined company. It is been a year since the companies have merged and we are now, all of the stations are on one platform, streaming across one platform and that is providing a lot of opportunities for revenue growth. Just to give you an idea, our run rate of revenues is in the $2 million range a month now compared to under $0.50 million a month range last year. Going forward, we would expect that in 2009 to be $2.5 million to $3 million, particularly in the second half of the year. So there is still a lot of growth in this area, so the company is clearly focused on the areas where we can make an impact. Some of the asset sales that we have expected, clearly this market we have not been able to do. However, because of the favorable rate at which we have been able to pay down the debt, we still expect to meet our debt target to be under $2.1 billion but the end of 2008, compared to just under $2.5 billion at the beginning of the year. So we are doing everything we can to position the company through this uncertain time and still be in a position to invest where programming changes helped companies produce more revenues. I think with that we are going to turn this over for questions.

(Operator Instructions)

Well, I think we've really glad covered everything on the call so unless there are any questions operator?

Yes sir, hold on, one moment please. Your first question comes from the line of Marci Ryvicker with Wachovia. Marci Ryvicker - Wachovia: Hi thank you for taking the questions. I have a couple, firstly can you give us some color on the Paul Harvey and Reach Media contracts that you talked about in the press release. Secondly you mentioned $20 million of cost cuts, can you talk about where those are coming from. Then lastly any comments on how Q3 is using casing, typically are you seeing August weaker than where July finished and where September is trending?

Thank you Marci. The Paul Harvey revenues have been trending down. Paul Harvey has been off for a number of months. He has not been well, the good news is he has come back and we have done more shows now and so we would expect some of the revenues to start coming back. With respect to the Reach Media contract, this was a contract that we had inherited when we did the ABC deal. The contract when we acquired them, the revenues were not where we would expect them to be and were heading down, it's not a big growth area for us. We have one more year left under the contract and it is very likely we will not renew that contract. In fact it is a forgone conclusion that we will not renew that contract. So we have one more year of left of that. We are developing our own shows to really monetize this and these shows are profitable and we would extend that even more. We've Michael Baisden, we have the Big Boys, we have Doug Banks and our team working with Judy on this particularly are really focused on expanding this so that we have our own platform going forward. As far as pacing is concerned; I will tell you one thing, this sounds like a recurring theme but business is breaking later and later. In July when we entered the month, we were probably facing double-digits behind and then we did not finish double-digits, we finished single-digits behind. We would expect August to be similar and September right now is just, it seems so far away that, I meaning the pacing is clearly in the high mid-single digits behind. But we would expect that to start coming in obviously there are no guarantees what would happen but business is breaking lately. September will also be the month that when politicals will start coming in and I think right now we're trending towards the really hopefully doing a lot there in political spend at this time last year. Marci Ryvicker - Wachovia: And about the cost cuts of $20 million you mentioned?

The $20 million cost cuts were sort of across the board, it ranged from eliminating some unprofitable programming, which we've done and in fact as a result of cost cuts we saved money, several million dollars and yet our ratings have in fact gone up in those spots where we have made those cost cuts. We consolidated a whole bunch of positions in national sales. Some of our markets had two people in each market, clearly didn't make sense at all. Some of the groups that are bigger than us with more stations in the market had one we had two. So we've eliminated that and that will bring in cash, its sort of really countering any of the effects if there were any. Then there were a whole bunch of administrative positions that we've eliminated and we also consolidated some sales positions. So it was really across the board probably half of them in the sales and half in the admin and programming area. Marci Ryvicker - Wachovia: Great, thank you.

Your next question comes from the line [Tony Wiley] with Citigroup. Tony Wiley - Citigroup: Good morning. Farid, can you comment on your view towards station sales and whether or not the CBS and Clear Channel stations are trying to control the same time, effect the market as a whole or being able to shed certain assets?

Hi, Tony. There seems to buyers out there, there just doesn't seem to be any financing to go through, I mean we had several deals that we started and then, financing could not be found for that. So clearly the more the supply and if people have to sell, I think the prices will go down. So, CBS selling these or announcing these sales is not particularly good. The only thing I will tell you is the market that we were wanting to sell were not in those markets where CBS has announced their sales. We've found that we are doing more deals in one or two stations within a market or smaller markets that certain specific particular local operators would like to acquire. So, overall I think you have seen there aren't many deals being done and if the price is not right and selling is not going to be accretive, there is no reason for us to do it which is why we have really used all of our free cash flow to pay down debt to-date and through the end of the year. Tony Wiley - Citigroup: Second question I had, is on your network side of the business, do you see any changes and kind of creating a different radar strategies out there. Just trying to see if there is different demos or opportunities as radio starts to slowdown. So maybe target different niches?

Up until this quarter, the network including the radar business was growing and it suddenly came to a halt and I think it has to do with some of network radio, it really depends on sort of the large national advertisers. We have also sort of initially cut back a review and then they would come back. We are finding that, when the up fronts start, and some of them are just beginning. There seems to be more interest in this area, so overall we think this is going to be okay, the Network Radio business. I think even going into the fourth quarter next year, we would expect it to be stronger than the radio station business right now. In terms of the demo, clearly the most desirable demo not just in network but across all businesses network television included, is this 18 to 49, adult 18 to 49 women and that is a business that we have to do more to grow in. We recently signed up in the network, the Perez Hilton show, which is all targeted to that demo. Over the next 12 months we are specifically focused on using all of our resources to improve those particular demos. We have a lot of the other demos. So we don't need to do that. We need to monetize those a little better but clearly this is the area where we are going to be focused on. We talked about the Reach Media, that's an expensive deal and it's a big deal and it takes away a lot of our sales focus and management time to do a deal, which is not even profitable for us. So not having something like that after next year is going to be a positive for us, because we can really use all of our relationships and focus to improve the businesses where we have much more significant profitable ownership positions. Tony Wiley - Citigroup: Could you help us have a better understanding on the model of the new Sean Hannity contract. How will that openly close through on your network costs and revenue?

Kind of limited to what I can tell you, but I can tell you that we will continue to sell the Hannity network through the end of this year. Next year we will, the network will substantially be sold by Premiere. We will participate in that revenue growth with some guarantees that we would get. We will also manage a couple of the bigger accounts within that network together. So, it's sort of a collaborative effort but really Premiere will substantially be incharge. We will continue to have Hannity across everyone of our radio stations that we currently have within the company. So, it's really a very good deal for us as a company as a whole, because we really do like the Hannity show, it's really great, we will continue to have that. It will continue to be profitable for us. So, it's a company, so we will continue to have that but starting next year the network will not have the revenue numbers within their segment, but the company as a whole will still make similar amounts of money as we have been. Tony Wiley - Citigroup: So to understand, when the Hannity cost and revenue essentially moves off, will you get a payment from Premiere as a form of revenue?

Yes. Tony Wiley - Citigroup: Okay. I don't know if you have already mentioned this I apologise if you did, what was the third quarter pacing number that was just asked?

We did not give out pacing because things are really breaking legs so we really want to put things in perspective. There is medical pacing right now, it is high single digits behind. But I will just caution, I mean, we started out July entering the month where we were double-digits behind and finished mid-single digits behind. Tony Wiley - Citigroup: Thank you, I appreciate.

And your next question comes from the line of [Maurice Oehler with CHE]. Maurice Oehler - CHE: I had some questions. I think that core markets our TPM is rolling out of further markets, stock markets in September. Have you seen national advertisers sort of pull back and wait to see the results of these rollouts?

I don't think anybody is pulling out, because the People Meter is waiting, but I think the People Meter is here to stay. I think it is a good thing. Every major agency that I have met, every client that we've met, we all sit there and say, in this day and age we want accurate and we want timely ratings. Posting is going to be real, but future, whether you like it or not and if you're going to have to post you might as well have accurate information and timely information on which you are promising the results. So we're committed to it, we're part of it and we think it's the right thing to do. We don't think the ratings, methodology and everything is perfect. We don't like the expense of it, but it is something that we have to do and there are no other options out there to do this on a timely basis. All you have to do, and I mean I think you can just pick up the phone and call the five biggest buying agencies and ask them what they think and they'll say we're waiting, we want it, because it's accurate, they have to be accountable to their own plans for what they're buying and this is about as accurate as it gets today. Hopefully it will continue to improve, but today it is certainly more accurate than the dairy. Judy, you have been spending a lot of time on this.

I agree. The buying community likes the accountability, accuracy and timeliness. They like the fact that it measures behavior as opposed to perception, and I think there is even an advantage to the 6 to 11 year old ratings, because it conceivably opens up new categories of sales for us and opportunities formatically for us. So all-in-all it's a good thing. It will continue to improve and we are behind it.

We were behind it before we had seen the results, but, the results also support that, almost across the board, all of our radio stations have higher ratings in the People Meter compared to the diary. Ratings are good in the diary but People Meter kind of portrays more accurately what's going on. Maurice Oehler - CHE: As far as the long-term increase in revenue as a result from this, or short-term are you seeing any pullback?

I don't think we are seeing any pullback because people are waiting. I think the pullback is, if radio is going to be bought more at the national and bigger agencies level, there is going to be more accountability, and I think the sooner we get it in, the better the chances are or at least you eliminate a negative. There are people who'll tell you, well, there is no correlation between People Meter and what your revenues are going to be, and it is true. There is no correlation, but I know what people are saying now, which is, it's dated, the rating service is not accurate. So, it's hard to tell what it's going to be in this environment, but, my guess is that, the sooner you take away any of the negatives associated with the industry, the better off the entire industry is today.

Your next question comes from the line of Frank Bianco with Argent. Frank Bianco - Argent: Hi. Good morning. Can you just give us more color on your decisions to buyback the convertible notes, and what your plans are for the balance of that tranche?

Sure, under the settlement that we had reached with the convertible holders, we bought $50 million at 90 since on the dollar is part of the settlement and since then we bought a whole bunch more. I think we have bought a total of $220 million at prices substantially less than that. So really, for all interested purposes we have done what we had wanted to do. We are now focused on our overall focus, which is to reduce our debt at the most favorable prices that we can get. So really we're indifferent whether it is the convertible or the bank debt that comes down. So my guesses are focus over the next six months would be more on the bank debt reduction rather than the convertible debt, it's all a question of price. Frank Bianco - Argent: So what's your leverage target, that you are looking for? Or is it just that you had no other uses for your free cash flow?

The leverage target that I am comfortable with is substantially lower than where we are at now. I want to be at around five times. So until we get to that point we will be focused on paying down debts and including continuing to look at asset sales to accelerate that data. Frank Bianco - Argent: Okay thank you.

Operator we have time for one more call.

Yes ma'am. Your next question comes from the line of [Michael McCafery] with Shenkman Capital. Michael McCafery - Shenkman Capital: Hi actually I just wanted to follow up on the response you just gave to the last question on priority of which tranche of debt is a priority as far as debt pay down at this point. Looks like you've been pretty aggressive on the convert pay down, which makes sense just given the step-ups that those have based on the resolution to the dispute with the convert shareholders. I would imagine that that would probably -- by my estimate it looks like you're down to about 100 million balance on that give or take. Is that about right? I would guess that you would want to just wipe that out first before that steps up again, before focusing on the cheaper term debts. So I'd just want to get your take on that. Then I guess, second to that the last Dutch tender that you did for the bank debt wasn't, that there were no takers on the range that you had put forth. Just what's your focus, since you have that ability to do the Dutch tenders for the remainder of this year based on the last amendment, are you going to be a bit more aggressive in terms of trying to find more suitable ranges that would entice term debt holders to go ahead and retire more at a discount to you? Thanks.

Okay. I'm not sure whether those were questions or what you hoped that would do for convertible debts. But I think the issues you've raised are all sort of correct and valid. We had some step-ups under the convertible debt, if we had not reduced it by a certain amount by the end of this year. We've sort of more than done that. In fact, I think we've done double what we were pretty much required to do. I think we may have about $110 million outstanding now of the convertible debt. So going forward really we're not that compelled because the rate on the convertible is pretty competitive, so we don't really have to worry about that. It's about 8% which in today's environment subordinated debt it’s a pretty attractive rate. As far as the bank is concerned we really did not expect that the last one that we would get hit. Every once in a while we get a call from a bank that's looking for liquidity and based on that we go out and put out a tender and sometimes it works and sometimes it doesn't work. I don't think we need to be more aggressive than what we have been to-date, because we are able to get in debt pretty substantially. So it's hard to tell where it will be but you will really find us more focused on bringing in the bank debt over the next three months. I think the bank debt is trading at around $0.83 on the dollar right now. So, and I think the convert there doesn't seem to be much of the market but it's a little less than that. Michael McCafery - Shenkman Capital: Okay. Great thank you.

Thank you everyone for joining us on today's call.

This concludes today's conference call you may now disconnect.