Kate Snedeker – Investor Relations Jeffrey H. Smulyan – Chairman, President and Chief Executive Officer Patrick M. Walsh – Executive Vice President, Chief Financial Officer and Chief Operating Officer

Welcome to the Emmis Communications’ Fourth Quarter Earnings Call. At this time, all participants’ lines are in listen-only mode. This call is being recorded. If you have any objections, you may disconnect at this point. Now I will turn the meeting over to your host, Ms. Kate at Emmis. Ma’am, you may begin.

Good morning. Thank you for joining us for today’s Emmis Communications' conference call regarding fourth quarter and full year earnings. I want to extend a special welcome to all the Emmis employees who are joining us and listening in this morning. We’ll begin in just a moment with opening comments from Emmis Chairman and CEO, Jeff Smulyan and Pat Walsh, CFO and COO. After opening comments, Jeff and Pat will respond to the questions submitted via email to ir@emmis.com. A playback of the call will be available until Thursday, April 17 by dialing 203-369-1143. This conference call may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Please refer to Emmis’ public filings with the SEC for more information on the various risks and uncertainties. Additional disclosure related to non-GAAP financial measures has been posted under the Investors tab on our website, emmis.com, Jeff. Jeffrey H. Smulyan: Kate thanks. This really is the end of a terrific quarter for us, and the end of a really transformative year. I could not be pleased more by so many of the things that happened. It starts with the people at radios of 12 on markets were up four, our full year radios were up five, on markets up three, this is the fourth consecutive year that we’ve beaten our markets, couldn’t be prouder than that. I think that says so much about the people we have, publishing revenues were up three in Q4 and four for the full year, five of our six magazines grew revenues this last year. In addition to that, again, we were nominated for a few more national magazine awards, which is highly unusual in a company of this size. At year end, our leverage was 2.5x. For those who had followed this company know that we were in double-digit just a few short years ago, this is really a probably one of the most remarkable situations in the industry. As you also know, in this quarter, we commenced our LMA with WBLS and WLIB that we also believe is a strategic move. But those who follow us were very judicious about our debt levels. and I think it’s born out by the fact that we’ve gotten it down to 2.5x. but we felt strategically, this is a critical transaction for us, so that’s what we did is we purchased WBLS and WLIB in New York City and we commenced the LMA. It’s really the only negative I guess is expense growth and it’s ironic, expense growth was largely triggered by the fact that we because of the outperformance in Q4, it triggered annual bonuses, which we all took in the fourth quarter, and I think, Bob used to say that’s a nice problem to have when most of the expense goes to people who have earned bonuses, because of the significant outperformance in the last quarter and they made out for not accruing that in previous quarters. So that’s all terrific. but it’s more for this company than that. it’s a number of other things. it’s the fact that BTC exceeded its projections pretty significantly for those of you don’t know; BTC is a consortium that was formed actually in the room we’re sitting in. by Emmis, I believe we have over 20 other broadcasters including NPR and we send data to automobiles in this last year, we launched with Honda which is Honda along with Garmin, our two major partners that indicate this is a business that really is probably to first area where people are making significant money from HD transmissions and it was started by Emmis and I think it was our great partnership with all the other companies that allow BTC now to be a business that really can grow very, very nicely. Past BTC Our ability to work with the rest of the industry on NextRadio, we believe NextRadio is the transformative event for our industry, as you know a 100% of our industry’s profitability is Terrestrial Radio and this demonstrates the vibrancy of Terrestrial Radio. We started with Sprint, many of you know that it is now migrating to automobiles, the dash boards, GM, Ford and others are now looking at the NextRadio solution as a solution for providing Terrestrial’s signals into the automobile, we think it’s because the interactivity has tested very well with consumers. The research indicates that people love the interactivity of NextRadio and it really gives a new cachet to over-the-air broadcasting. As you know, just in our partnership with Sprint, we are over 270,000 activations in just a few months more than that user satisfaction is over 4.1 on a 5 point scale with Google, but beyond that the most important thing is we have unified industry. People now understand that we have the ability to put the portability of radio and cell phones and other appliances and change to perspective that people have about American radio business. So BTC, we’re now – we had a sort of a soft launch, word of mouth, we are now ready to take the next step and I couldn’t be prouder of the unity of this industry. Not only every major group operator and thousands of small stations, but also now our friends at NPR an American Public Media, all coming together to say okay now it’s time to tell the American public the value of getting free radio in their Smartphone. So, I couldn’t be prouder, obviously it’s been led here, but it’s been a partnership with large companies, small companies, individual broadcasters, public broadcasters and obviously I think NextRadio has a chance to retransform the perception of the industry and bring back the portability that we’ve lost since walkman stopped. For Emmis, there are some other things I want to tell you about in this past quarter. Judge Barker awarded us a summary judgment in our Prepared Stock Litigation that has been appealed by the other side, we are still confident in our position. In addition to that we had a jurisdictional hearing on our cases in Hungary, with the International tribunal , we are waiting to see if that goes for a full trial, we feel very confident we don’t have too many skirmishes, but when we do, we feel pretty confident about our position and obviously that’s been born out judge Parker in Federal Court and we hope our confidence will be born out what happens both in the Appellate court in the preferred case and also in the international tribunal in the Hungary case. All in all its been a transformative year, I couldn’t be more pleased, we keep – we have a culture that seems to find ways to outperform and we have a culture that seems to be able to bring other people in the industry together for the common good, and we’ve seen it with BTC, we are seeing it with NextRadio, I think those are things that’s really make our industry dramatically better and I couldn’t be prouder that a lot of the leadership has come from this companies. Okay, thanks.

Pat. Patrick M. Walsh: Thanks Jeff and Kate, and good morning everyone. This morning we released an earnings for our fiscal fourth quarter and our full fiscal year-ended February 28, 2014. Earlier than usual in order to ensure that the results are publically available to assist in our forth coming refinancing associated with the acquisition of WBLS, WLIB in New York. We expect to file our 10-K on a timely basis in May. Today’s earnings release does not reflect the results of WBLS and WLIB, we initiated an LMA at the two stations on March 1, 2014, the first day of our fiscal 2015. We begun working with JPMorgan Chase and the rating agencies on our refinancing and expect to meet with lenders during the next several weeks. Even in advance of refinancing efforts we’ve already taken certain personnel and non-personal actions to fully achieve the $3 million in synergies we outlined to investors when we announced the transaction. Included in today's earnings the $700,000 in fourth quarter expenses associated with severance paid to former WQHD-FM New York employees, impacted by the WQHD, WBLS, WLIB integration process. Before we dig into our results as we do each quarter, we encourage those on the call to refer to the additional financial information disclosed at our website emmis.com to assist with better understanding the pro forma results of our radio and publishing operations. Our results for the fourth quarter and full fiscal year reflect the continuation of our dual efforts to continue to reduce leverage, while at the same time deliver industry leading growth and innovation in our radio and publishing operations. During the fourth quarter ended February 28, 2014 we reported net revenues up 8.5%. Radio net revenues excluding 98.7 FM LMA payments grew 12% during the quarter, compared to 4% market growth. All five Emmis Miller Kaplan market showed growth in the quarter with Los Angeles, Austin and Indianapolis showing double digit growth along with St. Louis each of these markets also beat their market performance and took share during the quarter. For the quarter we were able to outperform substantially in each revenue category. National business was up 23% on flat markets. Our strategic focus on local enabled us to deliver 6% growth and markets up 1%. NTR was up 27% and markets up 24% and our innovative digital team grew 32% and markets up 18%. Taking a quick look at monthly trends, we were up 7% in December, 10% in January and an amazing 20% in the month of February. During Q4 our number of minutes sold actually decreased 5% compared to the prior year with average minute rates up a healthy 15%. Automotive was once again our largest category representing 12% of revenue with the category growing 20% in the quarter. Wireless is now 9% of our business and grew 26% during the quarter and healthcare led the remaining gainers with 66% growth during the fourth quarter. Entertainment, retail and insurance also exhibited double digit growth in the quarter with quick service restaurants and media showing declines. Revenues in our publishing division were up 3% in the quarter driven by strong growth at our Indianapolis and Cincinnati magazines. For the full year ended February 28, 2014 we reported net revenues up 5%. Pro forma net revenues in our radio division were up 5% and markets up 3%. As Jeff outlined, this is the fourth consecutive fiscal year that our station portfolio has taken market share. As was the case in Q4, four of our five Miller Kaplan markets beat their markets. Los Angeles, Austin, St. Louis and Indianapolis each gained share during the year. National was up 2% and markets up 2%, local up 5% and markets up 1%. NTR data revenue underperformance at last years Summer Jam in New York was down 1% and markets up 6%, and digital was up 23% and markets up 21%. We were at or better than market performance in 11 of 12 months during the fiscal year. During the full year, we sold 2% fewer minutes at 6% higher average minute rates. Automotive was 11% of our business and it grew 17% during the year. Wireless, entertainment, healthcare and grocery exhibited strong growth with quick serve restaurants, beverage, media and financial showing declines. Revenue and our publishing division was up 4 during the fiscal year with five of our six magazine showing growth including our largest title Texas Monthly. Looking forward to Q1, we’re currently phasing up low to mid-single digits on our same station portfolio, with our LMA stations, WBLS and WLIB facing flat to up low single digits. We were up 5 during the month of March. Our publishing division is phasing up mid-single digits for the first three issues of fiscal year. In terms of station operating expenses excluding depreciation and amortization, Q4 expenses were up 12%, the expense growth during the quarter was concentrated in the radio division. Publishing expenses were actually down in the quarter. The level of radio expense growth was driven in part by strong revenue growth, but also by a series of item that had significant impact on current or prior year results that are unlikely to occur or will have suitable comps in quarters going forward. For example, in the prior year we had certain credits related to the new agreements with BMI and ASCAP a reduction in our allowance for doubtful accounts and a reduction in other reverses that resulted – that it reduced station operating expenses by $1.6 million. In the current quarter we incurred $700,000 in severance costs that we mentioned earlier associated with certain reductions at WQHT. With the strong quarter we recognized full year incentives for most radio general managers and sales leaders who outperformed cash flow targets. We incurred setup costs associated with migrating our website content management systems, we incurred non-cash compensation related to the 2012 retention plan trust and incurred expenses related to our first year HANK FM concert in Indianapolis without a corresponding comp in the prior year. More than 90% of the expense growth is related to these items, in absent these items expense growth is in the low-single digit range consistent with recent quarters and expected future expense growth. One item of those noted will also impact the first quarter of fiscal 2015 as certain credits associated with the new BMI, ASCAP deals decreased first quarter 2014 expenses and we will not have the same credits available in the current quarter. : In February 28, 2014 the company had $64 million outstanding under our senior credit facility with a weighted average cost of borrowing of 4.36%. Also on our balance sheet is $74.9 million of 98.7 FM nonrecourse debt related to the 98.7 FM New York transaction. I recommend that investors reference the leverage calculation at our website, which reflects leverage at 2.5x EBITDA as defined in our credit agreement, excluding both the nonrecourse debt and the related LMA payment. We finished fiscal 2014 with approximately $62 million in accumulated net operating losses. Also related to taxes in of interest to investors, based on the company’s recent in forecasted future profitability, during Q4 the company was in a position to remove the full valuation allowance on its $35 million deferred tax asset. This action enabled the company to report a substantial increase and consolidated net income in the quarter and for the full fiscal year. Finally, we invested $3.1 million in CapEx in fiscal 2014 and expect to spend slightly more in the range of $3.5 million in fiscal 2015 in light of adding WBLS and WLIB to our portfolio. We are proud of our operating performance for the past several years and our ability to executive our operating strategy, invest in our unique Emmis culture and innovation to benefit the entire radio industry, all well executing a serious of transformed transactions including the most recent WBLS and WLIB transaction to provide this additional scale and efficiency. I know Jeff joins me in thanking our colleagues at Emmis for the dedication and spirit during what has been a triumphant and period for the company. With that Jeff, we’ve got a serious of questions from investors that they had submitted to us in advance to the call. Jeffrey H. Smulyan: Okay. Patrick M. Walsh: So when we start with this one. A couple with investors asked us for your thoughts on how the integration for BLS and LIB is going so far, where do you see synergies going forward and do you see any challenges with the licenses transfer or financing process? Jeffrey H. Smulyan: We are obviously the transition has gone very well, we’ve already realized the synergies, Pat you just talked about that you can talk about it some more, but obviously whenever you have to part ways with people its very painful that’s a key part of our culture, but obviously we knew that there were redundancies and we had to do that and we’ve taken that that pain now and we’ve taken those expenses, so we’re done and obviously we think now that the stations should be tremendous for us in New York City, it gives us a totally different strategic situation in New York City and we feel very, very good about it. And I don’t foresee – I’m sorry Pat, I don’t foresee any license transfer issues, you never know, its hard to predict that but it seems like people feel like we will be very good stewards of those stations, and I’m proud of that. Patrick M. Walsh: The only thing I would add Jeff, is all indications are we should have significant demand for the term loan that we’re going to go-to-market with, so we’re confident about that process which we’ll be undertaking in the next several weeks. Jeffrey H. Smulyan: Right. Patrick M. Walsh: Beyond that we’ve got $3 million in operating synergies put away and we do think there are significant revenue synergies as well that we’re in the early stages of implementing and we look forward to telling everyone more about those in coming quarters? Jeffrey H. Smulyan: Right. Absolutely. Patrick M. Walsh: Another question Jeff, several questions around free cash flow and leverage some – an investor asked where do we expect to be levered when the BLS, LIB transaction closes next February, and what level of leverage are you comfortable maintaining? Jeffrey H. Smulyan: Well, I think Particularly, we’ve short have been fanatical about bringing leverage down, I think we like ultimately to be in the threes, I think after the first year it should be over four, probably 4.2 and we feel very, very good, because Emmis now really almost doubled the size of cash flow almost no more expense growth, certainly no more corporate growth. So, we think it gives us sizable free cash flow to delever and we’re very comfortable we can get it down to the lower fours by the end of the year. And I think you never – I always say, never say never, but clearly the focus on this company is keeping leverage down, we’ve live through tough times, we took great pride and getting it down to 2.5x and the only reason we’ll go beyond the leverage levels that we’ve just had is when we think something his strategically critical and we felt BLS and WLIB was. Patrick M. Walsh: Jeff, this is kind of along the same line there, lots of questions around uses of free cash in light of the acquisition. Folks want to know do we plan to pay down debt, pay dividends, buyback stock, do more M&A, or internal innovation like NextRadio. What should investors expect for free cash flow use in the near-term such as the next 12 months and the more intermediate term. Jeffrey H. Smulyan: Well, I would sort of rank them. Clearly debt reduction would be one, innovation internally will always be a close second. We think the future of the company has been determined by not gigantic investment, but investments like BTC, which was clearly R&D, NextRadio R&D, some of the other things we’re seeing in digital publishing and possibly dynamic pricing, those would be R&D things that we’ll do. None of them will be gigantically expensive. Will we consider our dividends and stock repurchase? Absolutely. Will we consider additional M&A? Sure, but I think you can assume that debt reduction is job one here mirrored closely with internal research and development, which I would call BTC and I would call NextRadio. Patrick M. Walsh: Speaking of NextRadio a number of questions on NextRadio, folks are looking for additional update information, a couple of investor want to know how much did we invest last year in NextRadio, how much will we spend this year, and when we will be start seeing Emmis generating revenue and profitability from the endeavor. Folks also want to know should investors expect to see carriers other than Sprint adopt NextRadio during the next year. Jeffrey H. Smulyan: Well, I think, I think to start with the first question, I think Emmis invested 1.1, we and several other companies especially Hubbard, but also Cox and Entercom and Univision and then Clear Channel climb the pump to make sure that as we were building out an infrastructure to pay for Sprint, which by the way is current that we make sure all of our payments were made as we built the infrastructure to collect from the broader industry. We’re in the process now of getting that done. I don’t believe we’ll have significant payments next year as part of the Sprint project, I think that will be largely now that was throughout the industry, and so I feel comfortable about that. The whole NextRadio process has been a gigantic high, we had wonderful meeting with Dan Hesse and the senior people at Sprint this week, they are very pleased. We think that we are now ready to start to ramp up, we’re in discussions with NPR. We’re in discussions with American Public Media. The NAB has been wonderful at every step of the way and helping us lead this, and I think you will see all of us ramp up. The five largest groups said to us look well now let’s go at warp speed and we’re ready. So I think the message to this industry is that we are now ready to take this to the next level. We wanted to start it slowly Pat, because we felt that we had to get the kinks out, we had to see how consumers responded, we had to see how it was working within the Sprint system. We’ve done all of that now, we know consumers love it, we know that every major group now understands that the key to this is making the more stations interactive, and we’ve had commitments from just about everybody in the major companies and a lot of small broadcasters to say we’re going to make our stations interactive, because there is no question that’s the key one. And it takes time, it takes times for people understand it, it takes time for people to build out their interactivity, but now we believe already, we’re going to have some discussions with other carries, I guess this morning I got a note on of them, it’s coming along and it’s coming along, because everybody that we’ve dealt with a severe industry believes in it. And believes that it’s the key to our Terrestrial future and that technology shifted back our way. The other thing that’s been remarkable in the last quarter Pat, is that three automakers have come to us and said look your solution for smartphones is your solution for dashboards. The interactivity that NextRadio provides can be modified for the dashboard that’s exactly what Paul Brenner and his team have done. So I could not be more excited, I’ve been traveling for the last few weeks on NextRadio and I came back and told my family it sort of like on a high, because everywhere we’ve gone people now – its sinking in what it means, takes a while, but its sinking in this really can transform the American radio industry and I could not be happier. Patrick M. Walsh: Jeff, a couple of questions around the preferred litigation and you are in arbitration process, I think you have already addressed those items. Jeffrey H. Smulyan: Right. Patrick M. Walsh: Question is, you’ve mentioned partnering with private equity on M&A on past calls. Folks want to know, is that still a possibility in light of the BLS, LIB integration and relevering, if so what types of opportunities are you evaluating? Jeffrey H. Smulyan: Well, we are looking at some different things and I think, we always sort of have a skunk word or two and it says what if, but I think, we’re are taking to private equity on some things, but I think the likelihood is, we have so many irons in the fire with NextRadio, with the integration of BLS and LIB, with some initiatives that we have in publishing, for some custom publishing things and our dynamic pricing project and some things in the digital textbook investment we made several years ago, it’s past. We want to keep – we are always want to keep an open mind and listen, we’ve been very gratified that large equity firms have come to us and said “hey we would like to do something with you guys.” So, we’re going to keep those lines open, but I think it’s probably, likely that in the Next just fiscal year that the things that you see in front us with Emmis would probably be the things that we’ll tackle. Patrick M. Walsh: Jeff, one final questions, several investor asked why we can Emmis trades at a multiple discount to peers like Clear Channel and Cumulus and what steps the company is taking the educate investors on our positive story? Jeffrey H. Smulyan: Well. I think we’ve been smaller, maybe under the radar as you know many years ago there were number of annual who covered the radio space, now there aren’t. I think in at some point somebody is going to notice that we had the best top line growth in the industry this year and I believe most of the last four years. I think people are going to notice that some of the most remarkable innovation in this industry comes from our people, and I think people are going to notice that the industry looks to our people for leadership, and I think it’s because our people work hard and I think people trust our people and I think that’s gratifying. Whether that’s become – whether we get some sort of premium for that today or tomorrow or someday in the future that’s for others to decide, but what we know is the quality of the people that we have, the quality of the leadership that we provide, the quality of the culture that we have. And for that I’m just exceeding the proud, this has been a wonderful year and whether others recognized it in our stock price we’ll have see, but if we keep doing the things we keep doing, I have no doubt that we’ll get a wonderful valuation from the things we do here. Patrick M. Walsh: Jeff that’s all we have in terms of questions. Perhaps you’ve got some closing remarks. Jeffrey H. Smulyan: Just to thank our people. We are where we’re because of the people of Emmis; we were thrilled to be able to give them of the preferred stock bonus this last quarter. I am incredibly gratified by the kind words that we get. I think our people appreciate that we’re trying to recognize them everyday, and I think if there is leadership out this company it’s because of the culture that cares about what we do, cares about our communities, cares about our industry and cares about each other, and I hope that always continues.

Thanks everyone. Reminder, a playback of the call is available until Thursday the 17 at 203-369-1143. Thanks and have a great day.

And that concludes today’s conference. Thank you for participating. You may now disconnect.