##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 AND 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTER ENDED MARCH 31, 2006
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR
THE TRANSITION PERIOD FROM
 Commission file number 1-9645
 CLEAR CHANNEL COMMUNICATIONS, INC.
  Texas
    
    74-1787539(State of Incorporation)
    
    (I.R.S. Employer Identification No.)
 200 East Basse RoadSan Antonio, Texas
    
    
    78209(Address of principal executive offices)
    
    (Zip Code)
 (210) 822-2828
 þ o
 þ o o
 o þ
  Class
    
    Outstanding at May 5, 2006Common Stock, $.10 par value
    
    
    503,262,128




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##### 



CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
 INDEX
 Page No.Part I  Financial InformationItem 1. Unaudited Financial StatementsConsolidated Balance Sheets at March 31, 2006 and December 31, 2005
    
    
    3Consolidated Statements of Operations for the three months ended March 31, 2006
and 2005
    
    
    5Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2006
and 2005
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    18Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    28Item 4. Controls and Procedures
    
    
    29Part II  Other InformationItem 1. Legal Proceedings
    
    
    30Item 1A. Risk Factors
    
    
    30Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    30Item 6. Exhibits
    
    
    30Signatures
    
    
    31Index to Exhibits
    
    
    32Statement Re: Computation of Per Share EarningsStatement Re: Computation of RatiosCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906




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##### Table of Contents



PART I
 
 Item 1. UNAUDITED FINANCIAL STATEMENTS
 CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 ASSETS
 (In thousands)
 March 31,
    
    
    December 31,2006
    
    
    2005(Unaudited)
    
    
    (Audited)CURRENT ASSETSCash and cash equivalents
    
    $
    89,636
    
    
    $
    82,786Accounts receivable, net of allowance of $48,509 in 2006
and $47,061 in 2005
    
    
    1,393,787
    
    
    
    1,505,650Prepaid expenses
    
    
    127,436
    
    
    
    114,452Other current assets
    
    
    294,899
    
    
    
    278,294Income taxes receivable
    
    
    302,001
    
    
    
    417,112Total Current Assets
    
    
    2,207,759
    
    
    
    2,398,294PROPERTY, PLANT AND EQUIPMENTLand, buildings and improvements
    
    
    883,987
    
    
    
    863,133Structures
    
    
    3,361,488
    
    
    
    3,327,326Towers, transmitters and studio equipment
    
    
    865,084
    
    
    
    881,070Furniture and other equipment
    
    
    549,165
    
    
    
    599,296Construction in progress
    
    
    86,947
    
    
    
    91,7895,746,671
    
    
    
    5,762,614Less accumulated depreciation
    
    
    2,524,583
    
    
    
    2,506,9653,222,088
    
    
    
    3,255,649INTANGIBLE ASSETSDefinite-lived intangibles, net
    
    
    454,801
    
    
    
    480,790Indefinite-lived intangibles  licenses
    
    
    4,309,190
    
    
    
    4,312,570Indefinite-lived intangibles  permits
    
    
    270,899
    
    
    
    207,921Goodwill
    
    
    7,161,374
    
    
    
    7,111,948OTHER ASSETSNotes receivable
    
    
    6,825
    
    
    
    8,745Investments in, and advances to, nonconsolidated affiliates
    
    
    300,754
    
    
    
    300,223Other assets
    
    
    276,187
    
    
    
    302,655Other investments
    
    
    292,242
    
    
    
    324,581Total Assets
    
    $
    18,502,119
    
    
    $
    18,703,376
  - 3 -




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##### Table of Contents



CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS EQUITY
(In thousands)
 March 31,
    
    
    December 31,2006
    
    
    2005(Unaudited)
    
    
    (Audited)CURRENT LIABILITIESAccounts payable
    
    $
    147,823
    
    
    $
    250,563Accrued expenses
    
    
    767,959
    
    
    
    731,105Accrued interest
    
    
    106,074
    
    
    
    97,515Current portion of long-term debt
    
    
    1,135,261
    
    
    
    891,185Deferred income
    
    
    154,004
    
    
    
    116,670Other current liabilities
    
    
    18,249
    
    
    
    20,275Total Current Liabilities
    
    
    2,329,370
    
    
    
    2,107,313Long-term debt
    
    
    6,520,373
    
    
    
    6,155,363Other long-term obligations
    
    
    95,026
    
    
    
    119,655Deferred income taxes
    
    
    585,776
    
    
    
    528,259Other long-term liabilities
    
    
    695,901
    
    
    
    675,962Minority interest
    
    
    290,046
    
    
    
    290,362Commitment and contingent liabilities (Note 7)SHAREHOLDERS EQUITYCommon Stock
    
    
    50,927
    
    
    
    53,829Additional paid-in capital
    
    
    27,095,759
    
    
    
    27,945,725Retained deficit
    
    
    (19,370,065
    )
    
    
    (19,371,411
    )Accumulated other comprehensive income
    
    
    212,523
    
    
    
    201,928Cost of shares held in treasury
    
    
    (3,517
    )
    
    
    (3,609
    )Total Shareholders Equity
    
    
    7,985,627
    
    
    
    8,826,462Total Liabilities and Shareholders Equity
    
    $
    18,502,119
    
    
    $
    18,703,376
  - 4 -




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##### Table of Contents



CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (UNAUDITED)
 (In thousands, except per share data)
 Three Months Ended March 31,2006
    
    
    2005Revenue
    
    $
    1,504,382
    
    
    $
    1,447,810Operating expenses:Direct operating expenses (includes share based payments of $4,316 and
$212 in 2006 and 2005, respectively, and excludes depreciation and
amortization)
    
    
    612,786
    
    
    
    588,082Selling, general and administrative expenses (includes share based
payments of $4,450 and $0 in 2006 and 2005, respectively, and excludes
depreciation and amortization)
    
    
    473,148
    
    
    
    456,754Depreciation and amortization
    
    
    151,290
    
    
    
    155,395Corporate expenses (includes share based payments of $3,403 and $1,289
in 2006 and 2005, respectively, and excludes depreciation and
amortization)
    
    
    41,524
    
    
    
    35,967Gain on disposition of assets  net
    
    
    47,510
    
    
    
    925Operating income
    
    
    273,144
    
    
    
    212,537Interest expense
    
    
    114,376
    
    
    
    106,649Gain (loss) on marketable securities
    
    
    (2,324
    )
    
    
    (1,073
    )Equity in earnings of nonconsolidated affiliates
    
    
    6,909
    
    
    
    5,633Other income (expense)  net
    
    
    (583
    )
    
    
    1,440Income before income taxes, minority interest, and discontinued operations
    
    
    162,770
    
    
    
    111,888Income tax benefit (expense):Current
    
    
    (3,273
    )
    
    
    (10,030
    )Deferred
    
    
    (63,463
    )
    
    
    (34,166
    )Income tax benefit (expense)
    
    
    (66,736
    )
    
    
    (44,196
    )Minority interest income (expense), net of tax
    
    
    780
    
    
    
    (574
    )Income before discontinued operations
    
    
    96,814
    
    
    
    67,118Loss from discontinued operations, net
    
    
    
    
    
    
    (19,236
    )Net income
    
    $
    96,814
    
    
    $
    47,882Other comprehensive income (loss), net of tax:Foreign currency translation adjustments
    
    
    9,089
    
    
    
    (53,229
    )Unrealized gain (loss) on securities and derivatives:Unrealized holding gain (loss) on marketable securities
    
    
    (24,058
    )
    
    
    (31,031
    )Unrealized holding gain (loss) on cash flow derivatives
    
    
    25,564
    
    
    
    29,748Adjustment for (gain) loss included in net income (loss)
    
    
    
    
    
    
    Comprehensive income (loss)
    
    $
    107,409
    
    
    $
    (6,630
    )Net income per common share:Income before discontinued operations Basic
    
    $
    .19
    
    
    $
    .12Discontinued operations  Basic
    
    
    
    
    
    
    (.03
    )Net income  Basic
    
    $
    .19
    
    
    $
    .09Income before discontinued operations  Diluted
    
    $
    .19
    
    
    $
    .12Discontinued operations  Diluted
    
    
    
    
    
    
    (.03
    )Net income  Diluted
    
    $
    .19
    
    
    $
    .09Dividends declared per share
    
    $
    .1875
    
    
    $
    .125
  - 5 -




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##### Table of Contents



CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 (In thousands)
 Three Months Ended March 31,2006
    
    
    2005Cash Flows from operating activities:Net income
    
    $
    96,814
    
    
    $
    47,882Add: Loss from discontinued operations, net
    
    
    
    
    
    
    19,23696,814
    
    
    
    67,118Reconciling Items:Depreciation and amortization
    
    
    151,290
    
    
    
    155,395Deferred taxes
    
    
    63,463
    
    
    
    34,166(Gain) loss on disposal of assets
    
    
    (47,510
    )
    
    
    (925
    )(Gain) loss forward exchange contract
    
    
    8,798
    
    
    
    731(Gain) loss on trading securities
    
    
    (6,474
    )
    
    
    342Increase (decrease) other  net
    
    
    3,004
    
    
    
    (3,129
    )Changes in operating assets and liabilities:Decrease in accrued income taxes receivable
    
    
    118,120
    
    
    
    Decrease in accrued income taxes payable
    
    
    
    
    
    
    (10,136
    )Changes in other operating assets and liabilities, net of effects of acquisitions
    
    
    57,207
    
    
    
    70,110Net cash provided by operating activities
    
    
    444,712
    
    
    
    313,672Cash flows from investing activities:Decrease (increase) in notes receivable  net
    
    
    1,920
    
    
    
    54Decrease (increase) in investments in and advances
to nonconsolidated affiliates  net
    
    
    2,710
    
    
    
    3,039Purchases of investments
    
    
    
    
    
    
    (125
    )Proceeds from sale of investments
    
    
    
    
    
    
    370Purchases of property, plant and equipment
    
    
    (64,125
    )
    
    
    (58,936
    )Proceeds from disposal of assets
    
    
    44,217
    
    
    
    4,274Acquisition of operating assets, net of cash acquired
    
    
    (61,452
    )
    
    
    (16,257
    )Decrease (increase) in other-net
    
    
    (20,558
    )
    
    
    25,687Net cash used in investing activities
    
    
    (97,288
    )
    
    
    (41,894
    )Cash flows from financing activities:Draws on credit facilities
    
    
    1,054,007
    
    
    
    469,165Payments on credit facilities
    
    
    (926,772
    )
    
    
    (72,650
    )Proceeds from long-term debt
    
    
    508,849
    
    
    
    Payments on long-term debt
    
    
    (9,189
    )
    
    
    Payments for purchase of common shares
    
    
    (876,316
    )
    
    
    (593,856
    )Proceeds from exercise of stock options, stock
purchase plan, common stock warrants, and other
    
    
    9,756
    
    
    
    15,471Dividends paid
    
    
    (100,909
    )
    
    
    (70,934
    )Net cash used in financing activities
    
    
    (340,574
    )
    
    
    (252,804
    )Cash flows from discontinued operations:Net cash provided by operating activities
    
    
    
    
    
    
    22,862Net cash used in investing activities
    
    
    
    
    
    
    (23,606
    )Net cash provided by (used in) financing activities
    
    
    
    
    
    
    Net cash used in discontinued operations
    
    
    
    
    
    
    (744
    )Net increase in cash and cash equivalents
    
    
    6,850
    
    
    
    18,230Cash and cash equivalents at beginning of period
    
    
    82,786
    
    
    
    31,339Cash and cash equivalents at end of period
    
    $
    89,636
    
    
    $
    49,569
  - 6 -




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##### Table of Contents



CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)
  Preparation of Interim Financial Statements
   Certain Reclassifications
  Recent Accounting Pronouncements
 Accounting for Certain Hybrid Financial Instruments Accounting for Derivative Instruments and Hedging Activities Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities
   Share-Based Payment
 - 7 -




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##### Table of Contents



Accounting for Stock Issued to
Employees Accounting for Stock-Based Compensation
    March 31,(In thousands, except per share data)
    
    2005Income before discontinued operations:Reported
    
    $
    67,118Add: Stock-based employee compensation expense included in
reported net income, net of related tax effects
    
    
    908Deduct: Total stock-based employee compensation expense
determined under fair value based method for all awards, net
of related tax effects
    
    
    8,564Pro Forma
    
    $
    59,462Income (loss) from discontinued operations, net:Reported
    
    $
    (19,236
    )Add: Stock-based employee compensation expense included in
reported net income, net of related tax effects
    
    
    159Deduct: Total stock-based employee compensation expense
determined under fair value based method for all
awards, net of related tax effects
    
    
    1,493Pro Forma
    
    $
    (20,570
    )
 - 8 -




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##### Table of Contents



March 31,(In thousands, except per share data)
    
    2005Income before discontinued operations per common share:Basic:Reported
    
    $
    .12Pro Forma
    
    $
    .11Diluted:Reported
    
    $
    .12Pro Forma
    
    $
    .11Discontinued operations, net per common share:Basic:Reported
    
    $
    (.03
    )Pro Forma
    
    $
    (.04
    )Diluted:Reported
    
    $
    (.03
    )Pro Forma
    
    $
    (.04
    )
  2006
    
    2005Risk-free interest rate
    
    
    4.61% - 4.68%
    
    
    
    3.76% - 4.09%Dividend yield
    
    
    2.61%
    
    
    
    1.46% - 1.59%Volatility factors
    
    
    25%
    
    
    
    25%Expected life in years
    
    
    5.0  7.5
    
    
    
    5.0 - 7.5
  Weighted Average
    
    
    AggregateRemaining
    
    
    Intrinsic(In thousands, except per share data)
    
    Options
    
    
    Price
    
    
    Contractual Term
    
    
    ValueOutstanding, beginning of year
    
    
    42,696
    
    
    $
    41.34Granted
    
    
    15
    
    
    
    28.70Exercised (1)
    
    
    (598
    )
    
    
    17.61Forfeited
    
    
    (438
    )
    
    
    36.13Expired
    
    
    (1,306
    )
    
    
    46.04Outstanding, March 31
    
    
    40,369
    
    
    
    41.49
    
    
    
    3.8
    
    
    $
    32,675Exercisable, March 31
    
    
    29,717
    
    
    
    43.90
    
    
    
    2.9
    
    
    $
    32,379Weighted average fair value per option granted
    
    $
    7.17
 
 (1)
    
    Cash received from option exercises for the three months ended March 31, 2006 and 2005 was
$10.5 million and $13.5 million, respectively. The Company received an income tax benefit of
$1.8 million and $0.04 million relating to the options exercised during the three months ended
March 31, 2006 and 2005, respectively.  - 9 -




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##### Table of Contents



Weighted AverageGrant Date(In thousands, except per share data)
    
    Options
    
    
    Fair ValueNonvested, beginning of year
    
    
    13,086
    
    
    $
    15.03Granted
    
    
    15
    
    
    
    7.17Vested
    
    
    (2,011
    )
    
    
    25.95Forfeited
    
    
    (438
    )
    
    
    13.84Nonvested, March 31
    
    
    10,652
    
    
    
    13.04
  (In thousands of shares)
    
    
    
    
    
    WeightedAverage
    
    Weighted
    
    
    
    
    
    WeightedOutstanding
    
    Remaining
    
    Average
    
    Exercisable
    
    Averageas of
    
    Contractual
    
    Exercise
    
    as of
    
    ExerciseRange of Exercise Prices
    
    3/31/06
    
    Life
    
    Price
    
    3/31/06
    
    Price$   .01  $10.00
    
    
    690
    
    
    
    3.4
    
    
    $
    5.90
    
    
    
    690
    
    
    $
    5.9010.01
   20.00
    
    
    401
    
    
    
    .8
    
    
    
    15.66
    
    
    
    401
    
    
    
    15.6620.01
   30.00
    
    
    3,373
    
    
    
    2.2
    
    
    
    25.75
    
    
    
    3,233
    
    
    
    25.7030.01
   40.00
    
    
    10,734
    
    
    
    6.3
    
    
    
    32.55
    
    
    
    2,381
    
    
    
    33.1240.01
   50.00
    
    
    18,834
    
    
    
    3.0
    
    
    
    44.94
    
    
    
    16,736
    
    
    
    45.0450.01
   60.00
    
    
    3,755
    
    
    
    3.7
    
    
    
    55.35
    
    
    
    3,694
    
    
    
    55.3860.01
   70.00
    
    
    2,002
    
    
    
    1.9
    
    
    
    64.49
    
    
    
    2,002
    
    
    
    64.4970.01
   80.00
    
    
    529
    
    
    
    4.1
    
    
    
    76.57
    
    
    
    529
    
    
    
    76.5780.01
   91.35
    
    
    51
    
    
    
    .9
    
    
    
    85.99
    
    
    
    51
    
    
    
    85.9940,369
    
    
    
    3.8
    
    
    
    41.49
    
    
    
    29,717
    
    
    
    43.90
 Restricted Stock Awards
   2006(In thousands, except per share data)
    
    Awards
    
    
    PriceOutstanding, beginning of year
    
    
    2,452
    
    
    $
    32.62Granted
    
    
    3
    
    
    
    28.70Vested (restriction lapsed)
    
    
    
    
    
    
    Forfeited
    
    
    (46
    )
    
    
    32.24Outstanding, March 31
    
    
    2,409
    
    
    
    32.62
 Subsidiary
share based awards
  - 10 -




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##### Table of Contents



Risk-free interest rate
    
    
    4.58% - 4.64
    %Dividend yield
    
    
    0%Volatility factors
    
    
    27%Expected life in years
    
    
    5.0  7.5
  Weighted Average
    
    AggregateRemaining
    
    Intrinsic(In thousands, except per share data)
    
    Options
    
    Price
    
    Contractual Term
    
    ValueOutstanding, beginning of year
    
    
    8,509
    
    
    $
    24.05Granted
    
    
    177
    
    
    
    19.85Exercised
    
    
    Forfeited
    
    
    (26
    )
    
    
    21.23Expired
    
    
    (258
    )
    
    
    31.14Outstanding, March 31
    
    
    8,402
    
    
    
    23.71
    
    
    
    4.8
    
    
    $
    21,937Exercisable, March 31
    
    
    3,236
    
    
    
    29.80
    
    
    
    2.6
    
    
    $
    756Weighted average fair value per option granted
    
    $
    6.55
  Weighted AverageGrant Date(In thousands, except per share data)
    
    Options
    
    
    Fair ValueNonvested, beginning of year
    
    
    5,634
    
    
    $
    4.56Granted
    
    
    177
    
    
    
    6.55Vested
    
    
    (619
    )
    
    
    .94Forfeited
    
    
    (26
    )
    
    
    4.40Nonvested, March 31
    
    
    5,166
    
    
    
    5.05
 - 11 -




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##### Table of Contents



(In thousands of shares)
    
    
    
    
    
    WeightedAverage
    
    Weighted
    
    
    
    
    
    WeightedOutstanding
    
    Remaining
    
    Average
    
    Exercisable
    
    Averageas of
    
    Contractual
    
    Exercise
    
    as of
    
    ExerciseRange of Exercise Prices
    
    3/31/06
    
    Life
    
    Price
    
    3/31/06
    
    Price$15.01  $20.00
    
    
    3,479
    
    
    
    7.0
    
    
    $
    17.97
    
    
    
    43
    
    
    $
    17.2020.01
   25.00
    
    
    1,181
    
    
    
    4.6
    
    
    
    21.06
    
    
    
    230
    
    
    
    21.5125.01    30.00
    
    
    2,283
    
    
    
    3.3
    
    
    
    26.12
    
    
    
    1,608
    
    
    
    26.0330.01    35.00
    
    
    797
    
    
    
    2.8
    
    
    
    32.72
    
    
    
    693
    
    
    
    32.8935.01    40.00
    
    
    509
    
    
    
    .9
    
    
    
    37.93
    
    
    
    509
    
    
    
    37.9340.01    45.00
    
    
    114
    
    
    
    3.9
    
    
    
    42.80
    
    
    
    114
    
    
    
    42.8045.01    50.00
    
    
    39
    
    
    
    .7
    
    
    
    49.52
    
    
    
    39
    
    
    
    49.528,402
    
    
    
    4.8
    
    
    
    23.71
    
    
    
    3,236
    
    
    
    29.80
   2006(In thousands, except per share data)
    
    Awards
    
    
    PriceOutstanding, beginning of year
    
    
    236
    
    
    $
    18.00Granted
    
    
    5
    
    
    
    19.85Vested (restriction lapsed)
    
    
    
    
    
    
    Forfeited
    
    
    (1
    )
    
    
    18.00Outstanding, March 31
    
    
    240
    
    
    
    18.04
 Unrecognized share based compensation cost
    - 12 -




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##### Table of Contents



March 31, 2006
    
    
    December 31, 2005Gross
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    Carrying
    
    
    Accumulated(In thousands)
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationTransit, street
furniture, and other
outdoor contractual
rights
    
    $
    660,952
    
    
    $
    428,971
    
    
    $
    651,455
    
    
    $
    408,018Talent contracts
    
    
    125,270
    
    
    
    103,023
    
    
    
    202,161
    
    
    
    175,553Representation contracts
    
    
    317,181
    
    
    
    143,711
    
    
    
    313,004
    
    
    
    133,987Other
    
    
    96,713
    
    
    
    69,610
    
    
    
    135,782
    
    
    
    104,054Total
    
    $
    1,200,116
    
    
    $
    745,315
    
    
    $
    1,302,402
    
    
    $
    821,612
  (In thousands)2007
    
    $
    84,7292008
    
    
    48,0642009
    
    
    41,2582010
    
    
    29,3372011
    
    
    24,218
     Goodwill
  - 13 -




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##### Table of Contents



Americas
    
    
    International(In thousands)
    
    Radio
    
    
    Outdoor
    
    
    Outdoor
    
    
    Other
    
    
    TotalBalance as of December 31, 2005
    
    $
    6,321,394
    
    
    $
    405,964
    
    
    $
    343,611
    
    
    $
    40,979
    
    
    $
    7,111,948Acquisitions
    
    
    2,830
    
    
    
    42,296
    
    
    
    1,698
    
    
    
    
    
    
    
    46,824Dispositions
    
    
    (2,433
    )
    
    
    (57
    )
    
    
    
    
    
    
    
    
    
    
    (2,490
    )Foreign currency
    
    
    
    
    
    
    
    
    
    
    5,632
    
    
    
    
    
    
    
    5,632Adjustments
    
    
    (854
    )
    
    
    
    
    
    
    309
    
    
    
    5
    
    
    
    (540
    )Balance as of March 31, 2006
    
    $
    6,320,937
    
    
    $
    448,203
    
    
    $
    351,250
    
    
    $
    40,984
    
    
    $
    7,161,374
    Foreign Currency Hedges: Measuring the Amount of
Ineffectiveness in a Net Investment Hedge
  Company Share Repurchase Program
  Debt Offering
  - 14 -




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Disposition of Assets
  Recent Legal Proceedings
           - 15 -




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##### Table of Contents



Americas
    
    
    International
    
    
    
    
    
    
    Corporate andRadio
    
    
    Outdoor
    
    
    Outdoor
    
    
    
    
    
    
    gain on disposition(In thousands)
    
    Broadcasting
    
    
    Advertising
    
    
    Advertising
    
    
    Other
    
    
    of assets - net
    
    
    Eliminations
    
    
    ConsolidatedThree Months Ended March 31, 2006Revenue
    
    $
    808,896
    
    
    $
    274,102
    
    
    $
    324,267
    
    
    $
    129,353
    
    
    $
    3⁄4
    
    
    $
    (32,236
    )
    
    $
    1,504,382Direct operating expenses
    
    
    247,957
    
    
    
    120,011
    
    
    
    208,615
    
    
    
    54,237
    
    
    
    3⁄4
    
    
    
    (18,034
    )
    
    
    612,786Selling, general and
administrative expenses
    
    
    298,255
    
    
    
    48,194
    
    
    
    82,611
    
    
    
    58,290
    
    
    
    
    
    
    
    (14,202
    )
    
    
    473,148Depreciation and amortization
    
    
    33,877
    
    
    
    42,232
    
    
    
    54,088
    
    
    
    16,721
    
    
    
    4,372
    
    
    
    3⁄4
    
    
    
    151,290Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,524
    
    
    
    
    
    
    
    41,524Gain on disposition of assets  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,510
    
    
    
    
    
    
    
    47,510Operating income (loss)
    
    $
    228,807
    
    
    $
    63,665
    
    
    $
    (21,047
    )
    
    $
    105
    
    
    $
    1,614
    
    
    $
    
    
    
    $
    273,144Intersegment revenues
    
    $
    10,943
    
    
    $
    1,821
    
    
    $
    
    
    
    $
    19,472
    
    
    $
    3⁄4
    
    
    $
    3⁄4
    
    
    $
    32,236Identifiable assets
    
    $
    12,077,099
    
    
    $
    2,517,865
    
    
    $
    2,132,607
    
    
    $
    1,111,044
    
    
    $
    663,504
    
    
    $
    3⁄4
    
    
    $
    18,502,119Capital expenditures
    
    $
    18,511
    
    
    $
    14,220
    
    
    $
    29,498
    
    
    $
    1,878
    
    
    $
    18
    
    
    $
    3⁄4
    
    
    $
    64,125
 - 16 -




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##### Table of Contents



Americas
    
    
    International
    
    
    
    
    
    
    Corporate andRadio
    
    
    Outdoor
    
    
    Outdoor
    
    
    
    
    
    
    gain on disposition(In thousands)
    
    Broadcasting
    
    
    Advertising
    
    
    Advertising
    
    
    Other
    
    
    of assets - net
    
    
    Eliminations
    
    
    ConsolidatedThree Months Ended March 31, 2005Revenue
    
    $
    773,562
    
    
    $
    253,850
    
    
    $
    325,109
    
    
    $
    122,441
    
    
    $
    3⁄4
    
    
    $
    (27,152
    )
    
    $
    1,447,810Direct operating expenses
    
    
    225,396
    
    
    
    116,671
    
    
    
    209,227
    
    
    
    50,584
    
    
    
    3⁄4
    
    
    
    (13,796
    )
    
    
    588,082Selling, general and
administrative expenses
    
    
    286,023
    
    
    
    44,925
    
    
    
    84,672
    
    
    
    54,490
    
    
    
    
    
    
    
    (13,356
    )
    
    
    456,754Depreciation and amortization
    
    
    35,694
    
    
    
    43,103
    
    
    
    55,163
    
    
    
    16,750
    
    
    
    4,685
    
    
    
    3⁄4
    
    
    
    155,395Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,967
    
    
    
    
    
    
    
    35,967Gain on disposition of assets  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    925
    
    
    
    
    
    
    
    925Operating income (loss)
    
    $
    226,449
    
    
    $
    49,151
    
    
    $
    (23,953
    )
    
    $
    617
    
    
    $
    (39,727
    )
    
    $
    
    
    
    $
    212,537Intersegment revenues
    
    $
    8,406
    
    
    $
    1,680
    
    
    $
    
    
    
    $
    17,066
    
    
    $
    3⁄4
    
    
    $
    3⁄4
    
    
    $
    27,152Identifiable assets
    
    $
    12,192,128
    
    
    $
    2,444,241
    
    
    $
    2,092,529
    
    
    $
    1,159,041
    
    
    $
    313,061
    
    
    $
    3⁄4
    
    
    $
    18,201,000Capital expenditures
    
    $
    18,709
    
    
    $
    15,343
    
    
    $
    19,254
    
    
    $
    3,670
    
    
    $
    1,960
    
    
    $
    3⁄4
    
    
    $
    58,936
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##### Table of Contents



Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Executive Summary
   (In millions)Radio BroadcastingDirect Operating Expenses
    
    $
    2.8SG&A
    
    
    3.5Americas Outdoor AdvertisingDirect Operating Expenses
    
    $
    0.8SG&A
    
    
    0.3International Outdoor AdvertisingDirect Operating Expenses
    
    $
    0.2SG&A
    
    
    0.1OtherDirect Operating Expenses
    
    $
    0.5SG&A
    
    
    0.6
 Format of Presentation
   Radio Broadcasting
  - 18 -




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##### Table of Contents



Americas and International Outdoor Advertising
    - 19 -




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##### Table of Contents



Three Months Ended March 31,(In thousands)
    
    2006
    
    
    2005Revenue
    
    $
    1,504,382
    
    
    $
    1,447,810Operating expenses:Direct operating expenses (includes share based payments of $4,316 and
$212 in 2006 and 2005, respectively, and excludes depreciation and
amortization)
    
    
    612,786
    
    
    
    588,082Selling, general and administrative expenses (includes share based
payments of $4,450 and $0 in 2006 and 2005, respectively, and excludes
depreciation and amortization)
    
    
    473,148
    
    
    
    456,754Depreciation and amortization
    
    
    151,290
    
    
    
    155,395Corporate expenses (includes share based payments of $3,403 and $1,289
in 2006 and 2005, respectively, and excludes depreciation and
amortization)
    
    
    41,524
    
    
    
    35,967Gain on disposition of assets  net
    
    
    47,510
    
    
    
    925Operating income
    
    
    273,144
    
    
    
    212,537Interest expense
    
    
    114,376
    
    
    
    106,649Gain (loss) on marketable securities
    
    
    (2,324
    )
    
    
    (1,073
    )Equity in earnings of nonconsolidated affiliates
    
    
    6,909
    
    
    
    5,633Other income (expense)  net
    
    
    (583
    )
    
    
    1,440Income before income taxes, minority interest, and discontinued operations
    
    
    162,770
    
    
    
    111,888Income tax benefit (expense):Current
    
    
    (3,273
    )
    
    
    (10,030
    )Deferred
    
    
    (63,463
    )
    
    
    (34,166
    )Income tax benefit (expense)
    
    
    (66,736
    )
    
    
    (44,196
    )Minority interest income (expense), net of tax
    
    
    780
    
    
    
    (574
    )Income before discontinued operations
    
    
    96,814
    
    
    
    67,118Loss from discontinued operations, net
    
    
    
    
    
    
    (19,236
    )Net income
    
    $
    96,814
    
    
    $
    47,882
 Consolidated Revenue
  Consolidated Direct Operating Expenses
  Consolidated Selling, General and Administrative Expenses, or SG&A
  - 20 -




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##### Table of Contents



Corporate Expenses
  Gain on Disposition of Assets  Net
  Interest Expense
  Income Tax Benefit (Expense)
   Segment Revenue and Divisional Operating Expenses
 Radio Broadcasting
 Three Months Ended March 31,
    
    
    % Change(In thousands)
    
    2006
    
    
    2005
    
    
    2006 v. 2005Revenue
    
    $
    808,896
    
    
    $
    773,562
    
    
    
    5
    %Direct operating expenses
    
    
    247,957
    
    
    
    225,396
    
    
    
    10
    %Selling, general and administrative expense
    
    
    298,255
    
    
    
    286,023
    
    
    
    4
    %Depreciation and amortization
    
    
    33,877
    
    
    
    35,694
    
    
    
    (5
    %)Operating income
    
    $
    228,807
    
    
    $
    226,449
    
    
    
    1
    %
   - 21 -




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##### Table of Contents



Americas Outdoor Advertising
 Three Months Ended March 31,
    
    
    % Change(In thousands)
    
    2006
    
    
    2005
    
    
    2006 v. 2005Revenue
    
    $
    274,102
    
    
    $
    253,850
    
    
    
    8
    %Direct operating expenses
    
    
    120,011
    
    
    
    116,671
    
    
    
    3
    %Selling, general and administrative expenses
    
    
    48,194
    
    
    
    44,925
    
    
    
    7
    %Depreciation and amortization
    
    
    42,232
    
    
    
    43,103
    
    
    
    (2
    %)Operating income
    
    $
    63,665
    
    
    $
    49,151
    
    
    
    30
    %
   International Outdoor Advertising
 Three Months Ended March 31,
    
    
    % Change(In thousands)
    
    2006
    
    
    2005
    
    
    2006 v. 2005Revenue
    
    $
    324,267
    
    
    $
    325,109
    
    
    
    0
    %Direct operating expenses
    
    
    208,615
    
    
    
    209,227
    
    
    
    0
    %Selling, general and administrative expenses
    
    
    82,611
    
    
    
    84,672
    
    
    
    (2
    %)Depreciation and amortization
    
    
    54,088
    
    
    
    55,163
    
    
    
    (2
    %)Operating income
    
    $
    (21,047
    )
    
    $
    (23,953
    )
    
    
    N.A.
  
 - 22 -




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##### Table of Contents



Reconciliation of Segment Operating Income (Loss) to Consolidated Operating Income
 Three Months Ended March 31,(In thousands)
    
    2006
    
    
    2005Radio Broadcasting
    
    $
    228,807
    
    
    $
    226,449Americas Outdoor Advertising
    
    
    63,665
    
    
    
    49,151International Outdoor Advertising
    
    
    (21,047
    )
    
    
    (23,953
    )Other
    
    
    105
    
    
    
    617Gain on disposition of assets  net
    
    
    47,510
    
    
    
    925Corporate
    
    
    (45,896
    )
    
    
    (40,652
    )Consolidated operating income
    
    $
    273,144
    
    
    $
    212,537
 LIQUIDITY AND CAPITAL RESOURCES
 Cash Flow
 Three Months Ended March 31,(In thousands)
    
    2006
    
    
    2005Cash provided by (used in):Operating activities
    
    $
    444,712
    
    
    $
    313,672Investing activities
    
    $
    (97,288
    )
    
    $
    (41,894
    )Financing activities
    
    $
    (340,574
    )
    
    $
    (252,804
    )Discontinued operations
    
    $
    
    
    
    $
    (744
    )
 Operating Activities
  Investing Activities
  Financing Activities
  Discontinued Operations
 Accounting for the Impairment of Disposal of Long-Lived Assets
 - 23 -




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##### Table of Contents



Anticipated Cash Requirements
    March 31,
    
    
    December 31,(In millions)
    
    2006
    
    
    2005Credit facility
    
    $
    419.4
    
    
    $
    292.4Long-term bonds (a)
    
    
    7,018.0
    
    
    
    6,537.0Other borrowings
    
    
    218.2
    
    
    
    217.1Total Debt
    
    
    7,655.6
    
    
    
    7,046.5Less: Cash and cash equivalents
    
    
    89.6
    
    
    
    82.8$
    7,566.0
    
    
    $
    6,963.7
 
 (a)
    
    Includes $9.7 million and $10.5 million in unamortized fair value purchase accounting
adjustment premiums related to the merger with AMFM at March 31, 2006 and December 31,
2005, respectively. Also includes reductions of $47.0 million and $29.0 million related to
fair value adjustments for interest rate swap agreements at March 31, 2006 and December 31,
2005, respectively. Credit Facility
   Debt Offering
  Shelf Registration
  Debt Covenants
  - 24 -




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##### Table of Contents



Dividends
  (In millions, except per share data)
 AmountperDeclaration
    
    Common
    
    
    
    
    
    
    
    
    
    
    TotalDate
    
    Share
    
    
    Record Date
    
    
    Payment Date
    
    
    PaymentOctober 26, 2005
    
    
    0.1875
    
    
    December 31, 2005
    
    January 15, 2006
    
    $
    100.9February 14, 2006
    
    
    0.1875
    
    
    March 31, 2006
    
    April 15, 2006
    
    
    95.5
  Acquisitions
  - 25 -




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##### Table of Contents



Capital Expenditures
  Three Months Ended March 31, 2006 Capital ExpendituresAmericas
    
    
    InternationalOutdoor
    
    
    Outdoor
    
    
    Corporate and(In millions)
    
    Radio
    
    
    Advertising
    
    
    Advertising
    
    
    Other
    
    
    TotalNon-revenue producing
    
    $
    18.5
    
    
    $
    7.6
    
    
    $
    11.1
    
    
    $
    1.9
    
    
    $
    39.1Revenue producing
    
    
    
    
    
    
    6.6
    
    
    
    18.4
    
    
    
    
    
    
    
    25.0$
    18.5
    
    
    $
    14.2
    
    
    $
    29.5
    
    
    $
    1.9
    
    
    $
    64.1
 Treasury Stock Transactions
  Commitments, Contingencies and Guarantees
 Commitments and Contingencies
   Market Risk
 Interest Rate Risk
   Equity Price Risk
  - 26 -




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##### Table of Contents



Foreign Currency
    Recent Accounting Pronouncements
 Accounting for Certain Hybrid Financial Instruments Accounting for Derivative Instruments and Hedging Activities Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities
 Critical Accounting Policies
  Stock Based Compensation
  Inflation
  - 27 -




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##### Table of Contents



Ratio of Earnings to Fixed Charges
  Three Months EndedMarch 31,
    
    Year Ended December 31,2006
    
    2005
    
    2005
    
    2004
    
    2003
    
    2002
    
    20011.79
    
    
    1.57
    
    
    2.32
    
    
    
    2.86
    
    
    
    3.64
    
    
    
    2.59
    
    
    
    *
 
 *
    
    For the year ended December 31, 2001, fixed charges exceeded earnings before income taxes and
fixed charges by $1.1 billion.  Risks Regarding Forward Looking Statements
 Less is More
  
    
    the impact of general economic and political conditions in the U.S. and in other
countries in which we currently do business, including those resulting from recessions,
political events and acts or threats of terrorism or military conflicts;
    
    the impact of the geopolitical environment;
    
    our ability to integrate the operations of recently acquired companies;
    
    shifts in population and other demographics;
    
    industry conditions, including competition;
    
    fluctuations in operating costs;
    
    technological changes and innovations;
    
    changes in labor conditions;
    
    fluctuations in exchange rates and currency values;
    
    capital expenditure requirements;
    
    the outcome of pending and future litigation settlements;
    
    legislative or regulatory requirements;
    
    interest rates;
    
    the effect of leverage on our financial position and earnings;
    
    taxes;
    
    access to capital markets; and
    
    certain other factors set forth in our filings with the Securities and Exchange
Commission, including our Annual Report for the year ended December 31, 2005.
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  - 28 -




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##### Table of Contents



ITEM 4. CONTROLS AND PROCEDURES
   - 29 -




---



##### Table of Contents



Part II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
   
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
   Total Number of
    
    Maximum Dollar Value ofTotal Number
    
    
    
    
    
    Shares Purchased as
    
    Shares that May Yet Beof Shares
    
    Average Price
    
    Part of Publicly
    
    Purchased Under thePeriod
    
    Purchased
    
    Paid per Share
    
    Announced Programs
    
    ProgramsJanuary 1 through
January 31
    
    
    9,237,900
    
    
    $
    31.26
    
    
    
    9,237,900
    
    
    $
    500,185,480February 1 through
February 28
    
    
    12,412,000
    
    
    $
    28.79
    
    
    
    12,412,000
    
    
    $
    142,853,211March 1 through
March 31
    
    
    7,969,000
    
    
    $
    28.89
    
    
    
    7,969,000
    
    
    $
    512,623,854Total
    
    
    29,618,900
    
    
    
    
    
    
    
    29,618,900
 
 Item 6. Exhibits
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##### Table of Contents



Signatures
  CLEAR CHANNEL COMMUNICATIONS, INC.May 10, 2006
    
    /s/ Randall T. Mays

Randall T. MaysPresident andChief Financial OfficerMay 10, 2006
    
    /s/ Herbert W. Hill, Jr.

Herbert W. Hill, Jr.Senior Vice President andChief Accounting Officer
 - 31 -




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##### Table of Contents



INDEX TO EXHIBITS
 ExhibitNumber
    
    Description3.1
    
    Current Articles of Incorporation of the Company
(incorporated by reference to the exhibits of the Companys
Registration Statement on Form S-3 (Reg. No. 333-33371)
dated September 9, 1997).3.2
    
    Sixth Amended and Restated Bylaws of the Company
(incorporated by reference to the exhibits to Clear
Channels Current Report on Form 8-K dated December 21,
2005).3.3
    
    Amendment to the Companys Articles of Incorporation
(incorporated by reference to the exhibits to the Companys
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998).3.4
    
    Second Amendment to Clear Channels Articles of
Incorporation (incorporated by reference to the exhibits to
Clear Channels Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999).3.5
    
    Third Amendment to Clear Channels Articles of
Incorporation (incorporated by reference to the exhibits to
Clear Channels Quarterly Report on Form 10-Q for the
quarter ended May 31, 2000).4.1
    
    Agreement Concerning Buy-Sell Agreement by and between
Clear Channel Communications, Inc., L. Lowry Mays, B.J.
McCombs, John M. Schaefer and John W. Barger, dated August
3, 1998 (incorporated by reference to the exhibits to Clear
Channels Schedule 13-D/A, dated October 10, 2002).4.2
    
    Waiver and Second Agreement Concerning Buy-Sell Agreement
by and between Clear Channel Communications, Inc., L. Lowry
Mays and B.J. McCombs, dated August 17, 1998 (incorporated
by reference to the exhibits to Clear Channels Schedule
13-D/A, dated October 10, 2002).4.3
    
    Waiver and Third Agreement Concerning Buy-Sell Agreement by
and between Clear Channel Communications, Inc., L. Lowry
Mays and B.J. McCombs, dated July 26, 2002 (incorporated by
reference to the exhibits to Clear Channels Schedule
13-D/A, dated October 10, 2002).4.4
    
    Waiver and Fourth Agreement Concerning Buy-Sell Agreement
by and between Clear Channel Communications, Inc., L. Lowry
Mays and B.J. McCombs, dated September 27, 2002
(incorporated by reference to the exhibits to Clear
Channels Schedule 13-D/A, dated October 10, 2002).4.5
    
    Buy-Sell Agreement by and between Clear Channel
Communications, Inc., L. Lowry Mays, B. J. McCombs, John M.
Schaefer and John W. Barger, dated May 31, 1977
(incorporated by reference to the exhibits of the Companys
Registration Statement on Form S-1 (Reg. No. 33-289161)
dated April 19, 1984).4.6
    
    Senior Indenture dated October 1, 1997, by and between
Clear Channel Communications, Inc. and The Bank of New York
as Trustee (incorporated by reference to the exhibits to
the Companys Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997).4.7
    
    Second Supplemental Indenture dated June 16, 1998 to Senior
Indenture dated October 1, 1997, by and between Clear
Channel Communications, Inc. and the Bank of New York, as
Trustee (incorporated by reference to the exhibits to the
Companys Current Report on Form 8-K dated August 27,
1998).4.8
    
    Third Supplemental Indenture dated June 16, 1998 to Senior
Indenture dated October 1, 1997, by and between Clear
Channel Communications, Inc. and the Bank of New York, as
Trustee (incorporated by reference to the exhibits to the
Companys Current Report on Form 8-K dated August 27,
1998).4.9
    
    Ninth Supplemental Indenture dated September 12, 2000, to
Senior Indenture dated October 1, 1997, by and between
Clear Channel Communications, Inc. and The Bank of New
York, as Trustee (incorporated by reference to the exhibits
to Clear Channels Quarterly Report on Form 10-Q for the
quarter ended September 30, 2000).
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##### Table of Contents



ExhibitNumber
    
    Description4.10
    
    Tenth Supplemental Indenture dated October 26, 2001, to
Senior Indenture dated October 1, 1997, by and between
Clear Channel Communications, Inc. and The Bank of New
York, as Trustee (incorporated by reference to the exhibits
to Clear Channels Quarterly Report on Form 10-Q for the
quarter ended September 30, 2001).4.11
    
    Eleventh Supplemental Indenture dated January 9, 2003, to
Senior Indenture dated October 1, 1997, by and between
Clear Channel Communications, Inc. and The Bank of New York
as Trustee (incorporated by reference to the exhibits to
Clear Channels Annual Report on Form 10-K for the year
ended December 31, 2002).4.12
    
    Twelfth Supplemental Indenture dated March 17, 2003, to
Senior Indenture dated October 1, 1997, by and between
Clear Channel Communications, Inc. and The Bank of New
York, as Trustee (incorporated by reference to the exhibits
to Clear Channels Current Report on Form 8-K dated March
18, 2003).4.13
    
    Thirteenth Supplemental Indenture dated May 1, 2003, to
Senior Indenture dated October 1, 1997, by and between
Clear Channel Communications, Inc. and The Bank of New
York, as Trustee (incorporated by reference to the exhibits
to Clear Channels Current Report on Form 8-K dated May 2,
2003).4.14
    
    Fourteenth Supplemental Indenture dated May 21, 2003, to
Senior Indenture dated October 1, 1997, by and between
Clear Channel Communications, Inc. and The Bank of New
York, as Trustee (incorporated by reference to the exhibits
to Clear Channels Current Report on Form 8-K dated May 22,
2003).4.15
    
    Fifteenth Supplemental Indenture dated November 5, 2003, to
Senior Indenture dated October 1, 1997, by and between
Clear Channel Communications, Inc. and The Bank of New
York, as Trustee (incorporated by reference to the exhibits
to Clear Channels Current Report on Form 8-K dated
November 14, 2003).4.16
    
    Sixteenth Supplemental Indenture dated December 9, 2003, to
Senior Indenture dated October 1, 1997, by and between
Clear Channel Communications, Inc. and The Bank of New
York, as Trustee (incorporated by reference to the exhibits
to Clear Channels Current Report on Form 8-K dated
December 10, 2003).4.17
    
    Seventeenth Supplemental Indenture dated September 15,
2004, to Senior Indenture dated October 1, 1997, by and
between Clear Channel Communications, Inc. and The Bank of
New York, as Trustee (incorporated by reference to the
exhibits to Clear Channels Current Report on Form 8-K
dated September 15, 2004).4.18
    
    Eighteenth Supplemental Indenture dated November 22, 2004,
to Senior Indenture dated October 1, 1997, by and between
Clear Channel Communications, Inc. and The Bank of New
York, as Trustee (incorporated by reference to the exhibits
to Clear Channels Current Report on Form 8-K dated
November 17, 2004).4.19
    
    Nineteenth Supplemental Indenture dated December 13, 2004,
to Senior Indenture dated October 1, 1997, by and between
Clear Channel Communications, Inc. and The Bank of New
York, as Trustee (incorporated by reference to the exhibits
to Clear Channels Current Report on Form 8-K dated
December 13, 2004).4.20
    
    Twentieth Supplemental Indenture dated March 21, 2006, to
Senior Indenture dated October 1, 1997, by and between
Clear Channel Communications, Inc. and The Bank of New
York, as Trustee (incorporated by reference to the exhibits
to Clear Channels Current Report on Form 8-K dated March
21, 2006).10.1
    
    Clear Channel Communications, Inc. 1994 Incentive Stock
Option Plan (incorporated by reference to the exhibits of
the Companys Registration Statement on Form S-8 dated
November 20, 1995).
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##### Table of Contents



ExhibitNumber
    
    Description10.2
    
    Clear Channel Communications, Inc. 1994 Nonqualified Stock
Option Plan (incorporated by reference to the exhibits of
the Companys Registration Statement on Form S-8 dated
November 20, 1995).10.3
    
    The Clear Channel Communications, Inc. 1998 Stock Incentive
Plan (incorporated by reference to Appendix A to the
Companys Definitive 14A Proxy Statement dated March 24,
1998).10.4
    
    The Clear Channel Communications, Inc. 2000 Employee Stock
Purchase Plan (incorporated by reference to the exhibits to
Clear Channels Annual Report on Form 10-K for the year
ended December 31, 2002)10.5
    
    The Clear Channel Communications, Inc. 2001 Stock Incentive
Plan (incorporated by reference to Appendix A to the
Companys Definitive 14A Proxy Statement dated March 20,
2001).10.6
    
    Form of 2001 Stock Incentive Plan Stock Option Agreement
for a Stock Option with a Ten Year Term (incorporated by
reference to the exhibits to Clear Channels Current Report
on Form 8-K dated January 12, 2005).10.7
    
    Form of 2001 Stock Incentive Plan Stock Option Agreement
for a Stock Option with a Seven Year Term (incorporated by
reference to the exhibits to Clear Channels Current Report
on Form 8-K dated January 12, 2005).10.8
    
    Form of 2001 Stock Incentive Plan Restricted Stock Award
Agreement (incorporated by reference to the exhibits to
Clear Channels Current Report on Form 8-K dated January
12, 2005).10.9
    
    Registration Rights Agreement dated as of October 2, 1999,
among Clear Channel and Hicks, Muse, Tate & Furst Equity
Fund II, L.P., HM2/HMW, L.P., HM2/Chancellor, L.P.,
HM4/Chancellor, L.P., Capstar Broadcasting Partners, L.P.,
Capstar BT Partners, L.P., Capstar Boston Partners, L.L.C.,
Thomas O. Hicks, John R. Muse, Charles W. Tate, Jack D.
Furst, Michael J. Levitt, Lawrence D. Stuart, Jr., David B
Deniger and Dan H. Blanks (incorporated by reference to
Annex C to Clear Channel Communications, Inc.s,
Registration Statement on Form S-4 (Reg. No. 333-32532)
dated March 15, 2000).10.10
    
    Employment Agreement by and between Clear Channel
Communications, Inc. and Paul Meyer dated August 5, 2005
(incorporated by reference to the exhibits to Clear
Channels Current Report on Form 8-K dated August 5, 2005).10.11
    
    Employment Agreement by and between Clear Channel
Communications, Inc. and John Hogan dated February 18, 2004
(incorporated by reference to the exhibits to Clear
Channels Annual Report on Form 10-K filed March 15, 2004).10.12
    
    Amended and Restated Employment Agreement by and between
Clear Channel Communications, Inc. and L. Lowry Mays dated
March 10 2005 (incorporated by reference to the exhibits to
Clear Channels Annual Report on Form 10-K filed March 11,
2005).10.13
    
    Amended and Restated Employment Agreement by and between
Clear Channel Communications, Inc. and Mark P. Mays dated
March 10, 2005 (incorporated by reference to the exhibits
to Clear Channels Annual Report on Form 10-K filed March
11, 2005).10.14
    
    Amended and Restated Employment Agreement by and between
Clear Channel Communications, Inc. and Randall T. Mays
dated March 10, 2005 (incorporated by reference to the
exhibits to Clear Channels Annual Report on Form 10-K
filed March 11, 2005).
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##### Table of Contents



ExhibitNumber
    
    Description10.15
    
    Credit agreement among Clear Channel Communications, Inc.,
Bank of America, N.A., as Administrative Agent, Offshore
Sub-Administrative Agent, Swing Line Lender and L/C Issuer,
JPMorgan Chase Bank, as Syndication Agent, and certain
other lenders dated July 13, 2004 (incorporated by
reference to the exhibits to Clear Channels Current Report
on Form 8-K filed September 17, 2004).10.16
    
    Shareholders Agreement by and between Clear Channel
Communications, Inc. and L. Lowry Mays dated March 10, 2004
(incorporated by reference to the exhibits to Clear
Channels Annual Report on Form 10-K filed March 15, 2004).10.17
    
    Shareholders Agreement by and among Clear Channel
Communications, Inc., Thomas O. Hicks and certain other
shareholders affiliated with Mr. Hicks dated March 10, 2004
(incorporated by reference to the exhibits to Clear
Channels Annual Report on Form 10-K filed March 15, 2004).11
    
    Statement re: Computation of Per Share Earnings.12
    
    Statement re: Computation of Ratios.31.1
    
    Certification of Chief Executive Officer Pursuant to Rules
13a-14(a) and 15d-14(a) under the Securities Exchange Act
of 1934, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer Pursuant to Rules
13a-14(a) and 15d-14(a) under the Securities Exchange Act
of 1934, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
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