In preparing the discussion and analysis contained in this Item 2, we presume that readers have read or have access to the discussion and analysis contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on February 26, 2009. In addition, you should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and related notes included elsewhere in this report. The following results of operations include a discussion of the three months ended March 31, 2009 as compared to the three months ended March 31, 2008. Our results of operations during the relevant periods represent the operations of the radio stations: (1) owned and operated by us; (2) operated by us pursuant to time brokerage agreements ("TBAs"); and (3) exclude those owned by us but operated by others pursuant to TBAs.

We discuss net revenues, station operating expenses and operating income by comparing the performance of stations owned or operated by us throughout a relevant period to the performance of those same stations in the prior period whether or not owned or operated by us. We use these comparisons to assess the performance of our operations by analyzing the effect of acquisitions and dispositions of stations on net revenues and station operating expenses throughout the periods measured.

Results of Operations

The following significant factors affected our results of operations for the three months ended March 31, 2009 as compared to the three months ended March 31, 2008:

Acquisitions

† On March 14, 2008, we acquired three radio stations in San Francisco, California from Bonneville International Corporation ("Bonneville") that in 2009 increased our depreciation and amortization expense.

Dispositions

† On July 14, 2008, we sold three of our eight Rochester, New York, radio stations, which the buyer began operating on May 1, 2008 under a TBA with us, for net cash proceeds of $12.2 million. The results for these stations were recognized as discontinued operations.

† On March 14, 2008, we sold to Bonneville three of our seven Seattle, Washington, radio stations and recognized a gain of $10.0 million on the disposition of these assets.

† On January 15, 2008, we sold an Austin, Texas radio station for $20.0 million in cash.

Financing

† Our interest expense decreased due to: (1) a decrease in interest rates; (2) a decrease in our outstanding debt; and (3) the redemption of a portion of our Senior Subordinated Notes that had a higher interest rate than the rate under our senior debt.

† During the three months ended March 31, 2009, we repurchased $21.0 million of Senior Subordinated Notes and recognized a net gain on extinguishment of debt of $7.8 million (net of deferred financing expenses). During the three months ended March 31, 2008, we repurchased $30.9 million of Senior Subordinated Notes and recognized a gain on extinguishment of debt of $2.2 million.

Other

† Since the third quarter of 2008, we increased the valuation allowance for our net deferred tax assets (after excluding net deferred tax liabilities associated with non amortizable assets such as broadcasting licenses and goodwill) due to the cumulative losses incurred by us since 2006, which caused uncertainty as to the realization of the deferred tax assets in future years.

†

† During the first quarter of 2008, we reviewed our carrying amount for the Rochester assets then held for sale and determined that an impairment loss of $6.7 million was necessary as a result of the status of our then ongoing divestiture process.

Three Months Ended March 31, 2009 As Compared To The Three Months Ended March 31, 2008

Net Revenues:



                             Three Months Ended
                     March 31, 2009       March 31, 2008
                            (dollars in millions)
Net Revenues        $           75.4     $           95.4
Amount of Change    $          (20.0 )
Percentage Change              (21.0 )%

Our decrease in net revenues was impacted by the current economic downturn that contributed to weak demand for advertising in general. Net revenues declined in most of the markets where we operate stations. Those radio stations that were most significantly impacted by the decline in net revenues were radio stations located in Boston, Portland, San Francisco and Seattle. Management anticipates that the negative trend in radio industry revenues will continue for the next several quarters but we expect to see lower levels of decline in the second half of 2009.

Station Operating Expenses:



                                      Three Months Ended
                              March 31, 2009       March 31, 2008
                                     (dollars in millions)
Station Operating Expenses   $           58.6     $           64.1
Amount of Change             $           (5.5 )
Percentage Change                        (8.6 )%

The decrease in station operating expenses was primarily due to: (1) the factors leading to the decrease in net revenues as described above as certain variable expenses decrease with a corresponding decrease in net revenues; and (2) certain cost reduction initiatives that commenced during the fourth quarter of 2008, such as headcount reduction and the elimination of a 401K employer matching contribution. Management anticipates that the trend of declining station operating expenses will continue for the next several quarters as we realize the effects of previously implemented cost cutting measures together with the decline in variable station operating expenses.

Depreciation And Amortization Expenses:



                                                   Three Months Ended
                                          March 31, 2009        March 31, 2008
                                                 (dollars in millions)
Depreciation and Amortization Expenses   $            4.3      $            6.0
Amount of Change                         $           (1.7 )
Percentage Change                                   (28.3 )%

Depreciation and amortization expense decreased as the prior year was impacted by acquisitions during the fourth quarter of 2007, which included certain amortizable assets with lives of a short duration.

Corporate General And Administrative Expenses:



                                                                    Three Months Ended
                                                           March 31, 2009        March 31, 2008
                                                                   (dollars in millions)
Corporate General and Administrative Expenses             $            5.7      $             8.3
Amount of Change                                          $           (2.6 )
Percentage Change                                                    (31.3 )%

Corporate general and administrative expenses decreased primarily due to: (1) a decrease in non-cash compensation expense of $1.5 million as a result of a decrease in the fair value of equity awards issued; (2) a decrease in legal expense of $0.4 million associated with certain legal proceedings during 2008 which did not reoccur in 2009; and (3) a decrease in deferred compensation expense of $0.3 million as a result of a decrease in the value of the unfunded obligation.

Operating Income:



                             Three Months Ended
                     March 31, 2009       March 31, 2008
                            (dollars in millions)
Operating Income    $            6.8     $           27.1
Amount of Change    $          (20.3 )
Percentage Change              (74.9 )%

The decrease in operating income was primarily due to: (1) a decrease in net revenues for the reasons as described above under Net Revenues; and (2) a decrease in net gain on sale or disposal of assets of $10.0 million as a result of the sale in 2008 of our Seattle stations. This decrease was offset by: (i) a decrease in station operating expenses for the reasons as described above under Station Operating Expenses; and (ii) a decrease in corporate general and administrative expenses for the reasons as described above under Corporate General And Administrative Expenses.

Interest Expense:



                             Three Months Ended
                     March 31, 2009       March 31, 2008
                            (dollars in millions)
Interest Expense    $            8.1     $           13.6
Amount of Change    $           (5.5 )
Percentage Change              (40.4 )%

The decrease in interest expense was primarily due to: (1) a decrease in interest rates on outstanding debt during the three months ended March 31, 2009 as compared to the three months ended March 31, 2008; (2) a decline in outstanding debt upon which interest is computed; and (3) the repurchase of our Senior Subordinated Notes, which have a higher interest rate than the replacement debt.

Income From Continuing Operations Before Income Taxes:



                                                                   Three Months Ended
                                                           March 31, 2009       March 31, 2008
                                                                  (dollars in millions)
Income From Continuing Operations Before Income Taxes     $            6.8     $           15.3
Amount of Change                                          $           (8.5 )
Percentage Change                                                    (55.6 )%

The decrease was primarily attributable to a decrease in operating income for the reasons as described above under Operating Income. This decrease was offset by: (1) a $6.0 million increase on gain on the retirement of our Senior Subordinated Notes as we repurchased debt at a higher discount; and (2) a decrease in our interest expense of $5.5 million for the reasons described above under Interest Expense.

Income Taxes:



                              Three Months Ended
                     March 31, 2009        March 31, 2008
                            (dollars in millions)
Income Taxes        $            1.5      $            6.2
Amount of Change    $           (4.7 )
Percentage Change              (75.8 )%

Income taxes decreased primarily due to: (1) a decrease in income from continuing operations before income taxes subject to tax; and (2) a decrease in our valuation allowance as our deferred tax assets subject to a valuation allowance (after excluding net deferred tax liabilities associated with non amortizable assets such as broadcasting licenses and goodwill) decreased.

Loss From Discontinued Operations, Net Of Income Tax Benefit:



                                                                   Three Months Ended
                                                         March 31, 2009         March 31, 2008
                                                                 (dollars in millions)
Loss from Discontinued Operations, Net Of Income Tax
Benefit                                                 $              0      $              3.9
Amount of Change                                        $           (3.9 )
Percentage Change                                                 (100.0 )%

The net change was primarily due to a non-cash impairment loss of $6.7 million (before income tax benefit) in the first quarter of 2008 for the Rochester assets that were held for sale and that were subsequently disposed of during the third quarter of 2008.

Net Income:



                             Three Months Ended
                     March 31, 2009      March 31, 2008
                           (dollars in millions)
Net Income          $            8.6    $            5.2
Amount of Change    $            3.4
Percentage Change               65.4 %

The net change was primarily attributable to the reasons described above under Income (Loss) From Continuing Operations Before Income Taxes; Income Taxes; and Loss From Discontinued Operations, Net Of Income Tax Benefit.

Future Impairments

We may determine that it will be necessary to take impairment charges in future periods if the economic downturn worsens and/or continues for an extended period of time,. The annual impairment test of our broadcasting licenses and goodwill will be performed in the second quarter of 2009.

Liquidity And Capital Resources

Our Credit Agreement

Our credit agreement (the "Bank Facility"), currently with a syndicate of 19 banks, provides for $1,050 million in senior secured credit that matures on June 30, 2012, which is comprised of $650 million in revolving credit ("Revolver") and $400 million in a term loan ("Term A"). The Term A reduces beginning September 30, 2009 in quarterly amounts starting at $15 million and increasing to $60 million. The Revolver provides us with working capital and for general corporate purposes, including capital expenditures and any or all of the following: repurchases of our Senior Subordinated Notes, repurchases of Class A common stock, dividends and acquisitions. The Bank Facility is secured by a pledge of 100% of the capital stock and other equity interest in all of our wholly owned subsidiaries. The Bank Facility requires us to comply with certain financial covenants and leverage ratios which are defined terms within the agreement, including: (1) Consolidated Funded Indebtedness not to exceed 6 times Consolidated Operating Cash Flow; and (2) Consolidated Operating Cash Flow to be at a minimum of 2 times Consolidated Interest Charges. Management believes we are in compliance with the financial covenants and all other terms of the Bank Facility.

Liquidity

As of March 31, 2009, $294.5 million was the maximum amount available under the Bank Facility. The amount available for borrowing is determined by our financial covenants, which are impacted by many factors, including but not limited to changes in our operating performance, acquisitions, dispositions and debt retirement. Assuming the use of the borrowed proceeds has no effect on Consolidated Operating Cash Flow (as determined

under our Bank Facility), as of March 31, 2009, $89.2 million of the $294.5 million is available for borrowing as a result of our Bank Facility's leverage ratio covenant.

As of March 31, 2009, we had $9.1 million in cash and cash equivalents. During the three months ended March 31, 2009, we decreased our net outstanding debt by $17.0 million (which includes a discount of $8.0 million on the retirement of our senior subordinated debt). As of March 31, 2009, we had outstanding $818.1 million in senior debt, including: (1) $754.0 million under our Bank Facility; (2) $62.5 million in Senior Subordinated Notes; and (3) $1.5 million in a letter of credit.

We may seek to obtain other funding or additional financing from time to time. We believe that cash on hand and cash from operating activities, together with available borrowings under the Bank Facility, will be sufficient to permit us to meet our liquidity requirements. Our lenders require that we remain in compliance with certain covenants in our credit agreements. We believe that in 2009 we will maintain our compliance with these covenants.

The current economic crisis has reduced demand for advertising in general, including advertising on our radio stations. Management anticipates that the negative trends in radio industry revenues will continue for the next several quarters but we expect to see lower levels of decline in the second half of 2009. If our revenues decline more than planned due to difficult market conditions, our ability to maintain compliance with the financial covenants in our credit agreements would become increasingly difficult without additional remedial measures. Such remedial measures include management's plans to further reduce operating costs and opportunistically repurchase debt at a discount. If our remedial measures were not successful in maintaining covenant compliance, then we would negotiate with our lenders for relief, which relief could result in higher interest expense. Failure to comply with our financial covenants or other terms of our credit agreements and failure to negotiate relief from our lenders could result in the acceleration of the maturity of all outstanding debt. Under these circumstances, the acceleration of our debt could have a material adverse effect on our business.

NYSE - Continued Listing

Our common stock is currently listed on the New York Stock Exchange ("NYSE"). The continued listing requirements of the NYSE include, among other things:
(i) a minimum share closing price of $1.00 over a thirty consecutive day trading period; (ii) a minimum market capitalization of $25 million over a thirty consecutive day trading period; and (iii) a minimum of either $75 million in market capitalization or $75 million of shareholders' equity.

On December 1, 2008, we received notice from the NYSE that we were not in compliance with the minimum share closing price requirement. Pursuant to NYSE rules, we advised the NYSE that we intended to cure this deficiency within the applicable six-month cure period. On January 22, 2009, however, the NYSE announced limited and temporary relief of its continued listing standards through April 22, 2009. This relief also provided a mechanism for listed companies to cure any then existing deficiency prior to the end of the cure periods otherwise available under the NYSE's rules.

On April 3, 2009, the NYSE notified us that we regained compliance with the NYSE continued listing standards.

While we are presently in compliance with NYSE continued listing requirements, it is possible our common stock may in the future be subject to suspension and delisting procedures.

Operating Activities

Net cash flows provided by operating activities were $15.9 million and $18.0 million for the three months ended March 31, 2009 and 2008, respectively. The decrease in 2009 was mainly attributable to a decrease in net revenues of $20.0 million, offset by an increase in working capital provided of $6.7 million, primarily due to a $3.0 million increase in working capital provided from accounts receivable.

Investing Activities

Net cash flows used in investing activities were $0.5 million for the three months ended March 31, 2009 and net cash flows provided by investing activities were $21.2 million for the three months ended March 31, 2008.

For the three months ended March 31, 2009, the cash used in investing activities primarily reflects $0.8 million for additions to property and equipment. For the three months ended March 31, 2008, the cash provided by

investing activities primarily reflects $20.0 million in proceeds from the sale of a station in Austin, offset by cash used in investing activities for the additions to property and equipment of $3.0 million.

Financing Activities

Net cash flows used in financing activities were $10.7 million and $46.2 million for the three months ended March 31, 2009 and 2008, respectively.

For the three months ended March 31, 2009, the cash flows used in financing activities primarily reflect the repurchase of our Senior Subordinated Notes at $13.0 million (after a discount of $8.0 million). For the three months ended March 31, 2008, the cash flows used in financing activities primarily reflect the repurchase of our Senior Subordinated Notes of $28.7 million (after a discount of $2.2 million) and the payment of dividends of $14.3 million.

Dividends

Our Board of Directors, which approved dividends on a quarterly basis effective with the first quarter of 2006 through the third quarter of 2008, suspended further dividends effective beginning with the fourth quarter of 2008. Any future dividends will be at the discretion of the Board of Directors based upon the relevant factors at the time of such consideration.

Share Repurchase Programs

Under the Company's share repurchase program, which expires on June 30, 2009, the Company has $25.4 million in remaining authorization for repurchases.

Debt Repurchases

We may from time to time seek to repurchase and retire our outstanding debt through cash purchases, open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. During the three months ended March 31, 2009, we repurchased and retired $21.0 million of our Senior Subordinated Notes.

Income Taxes

During the three months ended March 31, 2009, we paid $0.1 million in income taxes. We anticipate that it will not be necessary to make any quarterly estimated federal and most state income tax payments for the remainder of 2009 based upon existing prepayments and expected quarterly taxable income for the remainder of 2009.

Capital Expenditures

Capital expenditures for the three months ended March 31, 2009 were $0.8 million. We anticipate that capital expenditures in 2009 will be between $3.0 million and $4.0 million.

Contractual Obligations



The following table reflects a summary as of March 31, 2009 of our contractual
obligations for the remainder of the year 2009 and thereafter:



                                                    Payments due by period
                                            Less than      1 to 3       3 to 5       More Than 5
Contractual Obligations:        Total         1 year        years        years          years
                                                    (amounts in thousands)

Long-term debt
obligations (1)              $   900,479    $   52,136    $ 296,807    $ 488,236    $      63,300
Operating lease
obligations                       68,770         8,990       21,002       15,090           23,688
Purchase obligations (2)         281,574        70,701       97,202       60,777           52,894
Other long-term
liabilities (3)                   31,425           455       12,696        6,007           12,267
Total                        $ 1,282,248    $  132,282    $ 427,707    $ 570,110    $     152,149

(b) Under our 7.625% Senior Subordinated Notes, the maturity could be accelerated if we do not maintain certain covenants or could be repaid in cash by us at our option prior to the due date of the notes.

(c) The above table includes projected interest expense under the remaining term of our Bank Facility and our 7.625% Senior Subordinated Notes.

(2) (a) We have $1.6 million in liabilities primarily related to: (i) our obligation to provide a letter of credit; and (ii) construction obligations.

(b) In addition to the above, purchase obligations of $280.0 million include contracts primarily for on-air personalities, sports programming rights, ratings services, music licensing fees, equipment maintenance and certain other operating contracts.

(3) Included within total other long-term liabilities of $31.4 million are deferred tax liabilities and liabilities for unrecognized tax positions of $5.7 million, which have been reflected in the above table in the column labeled as "More Than 5 Years" as it is impractical to determine whether there will be a cash impact to an individual year. See Note 12, Income Taxes, in the accompanying notes to the consolidated financial statements for a discussion of deferred tax liabilities, including liabilities for unrecognized tax positions.

Off-Balance Sheet Arrangements

FIN 46R was not applicable as of March 31, 2009 as we had no pending transactions to acquire or dispose of radio station assets. As of March 31, 2009, we had no other off-balance sheet arrangements.

Recent Accounting Pronouncements

See Note 1 to the accompanying financial statements, Basis Of Presentation - New Accounting Pronouncements, for a discussion of the status and potential impact of new accounting pronouncements.

Critical Accounting Policies

The SEC defines critical accounting policies as those that are most important to the portrayal of a company's financial condition and results and that require management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

There have been no material changes to our critical accounting policies from the information provided in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," under the heading "Critical Accounting Policies" in our Annual Report on Form 10-K for the year ended December 31, 2008. We have, however, provided additional disclosures to one of our critical accounting policies for impairment testing of radio broadcasting licenses and goodwill.

Radio Broadcasting Licenses And Goodwill

We have made acquisitions in the past for which a significant amount of the purchase price was allocated to broadcasting licenses and goodwill assets. As of March 31, 2009, we have recorded approximately $813.7 million in radio broadcasting licenses and goodwill, which represents 82.9% of our total assets at that date. We must conduct impairment testing at least annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired as required by SFAS No. 142, and charge to operations an impairment expense only in the periods in which the recorded value of these assets is more than their fair value. After an impairment expense is recognized, the recorded value of these assets will be reduced by the impairment expense amount recognized and this shall be the assets' new accounting basis. In 2008, we recorded an impairment loss of $835.7 million for radio broadcasting licenses and goodwill. We believe our estimate of the value of our radio broadcasting . . .