##### 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 QUARTERLY PERIOD ENDED JUNE 30, 2007
 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
(State of Incorporation)
    
    74-1787539
(I.R.S. Employer Identification No.)
 200 East Basse Road 
San Antonio, Texas
(Address of principal executive offices)
    
    78209
(Zip Code)
 (210) 822-2828
 þ o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
 o þ
  Class
    
    Outstanding at August 7, 2007Common Stock, $.10 par value
    
    497,932,764




---



##### 



CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
 INDEX
 Page No.Part I  Financial InformationItem 1. Unaudited Financial Statements
    
    
    3Consolidated Balance Sheets at June 30, 2007 and December 31, 2006
    
    
    3Consolidated Statements of Operations for the six and three months ended June 30, 2007 and 2006
    
    
    5Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2007 and 2006
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    27Item 4. Controls and Procedures
    
    
    27Part II  Other InformationItem 1. Legal Proceedings
    
    
    28Item 1A. Risk Factors
    
    
    28Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    29Item 4. Submission of Matters to a Vote of Security Holders
    
    
    29Item 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




---



##### Table of Contents



PART I
 
 Item 1. UNAUDITED FINANCIAL STATEMENTS
 
 CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
(In thousands)
 June 30,
    
    
    December 31,2007
    
    
    2006(Unaudited)
    
    
    (Audited)CURRENT ASSETSCash and cash equivalents
    
    $
    91,784
    
    
    $
    116,000Accounts receivable, net of allowance of $58,324 in 2007
and $56,068 in 2006
    
    
    1,668,713
    
    
    
    1,619,858Prepaid expenses
    
    
    138,333
    
    
    
    122,000Other current assets
    
    
    236,250
    
    
    
    244,103Income taxes receivable
    
    
    
    
    
    
    7,392Current assets from discontinued operations
    
    
    84,292
    
    
    
    96,377Total Current Assets
    
    
    2,219,372
    
    
    
    2,205,730PROPERTY, PLANT AND EQUIPMENTLand, buildings and improvements
    
    
    794,718
    
    
    
    768,574Structures
    
    
    3,707,008
    
    
    
    3,601,653Towers, transmitters and studio equipment
    
    
    606,251
    
    
    
    587,929Furniture and other equipment
    
    
    547,661
    
    
    
    524,378Construction in progress
    
    
    106,973
    
    
    
    89,8235,762,611
    
    
    
    5,572,357Less accumulated depreciation
    
    
    2,809,573
    
    
    
    2,605,7742,953,038
    
    
    
    2,966,583Property, plant and equipment from discontinued
operations, net
    
    
    235,508
    
    
    
    269,627INTANGIBLE ASSETSDefinite-lived intangibles, net
    
    
    493,548
    
    
    
    522,482Indefinite-lived intangibles  licenses
    
    
    4,191,539
    
    
    
    4,199,971Indefinite-lived intangibles  permits
    
    
    245,593
    
    
    
    260,950Goodwill
    
    
    7,116,195
    
    
    
    7,082,024Intangible assets from discontinued operations, net
    
    
    513,914
    
    
    
    540,900OTHER ASSETSNotes receivable
    
    
    6,561
    
    
    
    6,318Investments in, and advances to, nonconsolidated affiliates
    
    
    330,448
    
    
    
    311,258Other assets
    
    
    281,063
    
    
    
    249,524Other investments
    
    
    236,923
    
    
    
    245,064Other assets from discontinued operations
    
    
    24,760
    
    
    
    35,547Total Assets
    
    $
    18,848,462
    
    
    $
    18,895,978
  -3-




---



##### Table of Contents



CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS EQUITY
(In thousands)
 June 30,
    
    
    December 31,2007
    
    
    2006(Unaudited)
    
    
    (Audited)CURRENT LIABILITIESAccounts payable
    
    $
    112,821
    
    
    $
    151,577Accrued expenses
    
    
    882,237
    
    
    
    884,479Accrued interest
    
    
    103,504
    
    
    
    112,049Accrued income taxes
    
    
    46,776
    
    
    
    Current portion of long-term debt
    
    
    688,821
    
    
    
    336,375Deferred income
    
    
    186,332
    
    
    
    134,287Current liabilities from discontinued operations
    
    
    28,943
    
    
    
    45,079Total Current Liabilities
    
    
    2,049,434
    
    
    
    1,663,846Long-term debt
    
    
    6,519,119
    
    
    
    7,326,700Other long-term obligations
    
    
    81,421
    
    
    
    68,509Deferred income taxes
    
    
    695,469
    
    
    
    746,617Other long-term liabilities
    
    
    782,652
    
    
    
    673,953Long-term liabilities from discontinued operations
    
    
    22,029
    
    
    
    24,621Minority interest
    
    
    383,007
    
    
    
    349,391Commitments and contingent liabilities (Note 6)SHAREHOLDERS EQUITYCommon Stock
    
    
    49,807
    
    
    
    49,399Additional paid-in capital
    
    
    26,833,564
    
    
    
    26,745,687Retained deficit
    
    
    (18,902,708
    )
    
    
    (19,054,365
    )Accumulated other comprehensive income
    
    
    338,474
    
    
    
    304,975Cost of shares held in treasury
    
    
    (3,806
    )
    
    
    (3,355
    )Total Shareholders Equity
    
    
    8,315,331
    
    
    
    8,042,341Total Liabilities and Shareholders Equity
    
    $
    18,848,462
    
    
    $
    18,895,978
  -4-




---



##### Table of Contents



CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands, except per share data)
 Six Months Ended June 30,
    
    
    Three Months Ended June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenue
    
    $
    3,263,343
    
    
    $
    3,056,856
    
    
    $
    1,778,237
    
    
    $
    1,688,844Operating expenses:Direct operating expenses (includes share-based payments
of $8,172, $8,106, $5,172 and $4,086 for the six and three
months ended June 30, 2007 and 2006, respectively, and
excludes depreciation and amortization)
    
    
    1,293,752
    
    
    
    1,194,454
    
    
    
    671,094
    
    
    
    617,323Selling, general and administrative expenses (includes
share-based payments of $7,331, $8,394, $4,499 and $4,210
for the six and three months ended June 30, 2007 and 2006,
respectively, and excludes depreciation and amortization)
    
    
    845,606
    
    
    
    827,438
    
    
    
    437,924
    
    
    
    432,459Depreciation and amortization
    
    
    279,637
    
    
    
    289,299
    
    
    
    141,310
    
    
    
    148,189Corporate expenses (includes share-based payments of
$6,082, $5,735, $3,668 and $2,332 for the six and three
months ended June 30, 2007 and 2006, respectively, and
excludes depreciation and amortization)
    
    
    91,194
    
    
    
    88,746
    
    
    
    43,044
    
    
    
    48,239Merger expenses
    
    
    4,370
    
    
    
    
    
    
    
    2,684
    
    
    
    Gain (loss) on disposition of assets  net
    
    
    11,041
    
    
    
    49,221
    
    
    
    4,090
    
    
    
    821Operating income
    
    
    759,825
    
    
    
    706,140
    
    
    
    486,271
    
    
    
    443,455Interest expense
    
    
    234,499
    
    
    
    237,674
    
    
    
    116,422
    
    
    
    123,298Gain (loss) on marketable securities
    
    
    (15
    )
    
    
    (3,324
    )
    
    
    (410
    )
    
    
    (1,000
    )Equity in earnings of nonconsolidated affiliates
    
    
    16,699
    
    
    
    16,624
    
    
    
    11,435
    
    
    
    9,715Other income (expense)  net
    
    
    328
    
    
    
    (5,257
    )
    
    
    340
    
    
    
    (4,609
    )Income before income taxes, minority interest and
discontinued operations
    
    
    542,338
    
    
    
    476,509
    
    
    
    381,214
    
    
    
    324,263Income tax benefit (expense):Current
    
    
    (150,782
    )
    
    
    (106,764
    )
    
    
    (120,989
    )
    
    
    (104,542
    )Deferred
    
    
    (73,912
    )
    
    
    (93,931
    )
    
    
    (36,494
    )
    
    
    (33,417
    )Income tax benefit (expense)
    
    
    (224,694
    )
    
    
    (200,695
    )
    
    
    (157,483
    )
    
    
    (137,959
    )Minority interest expense, net of tax
    
    
    15,245
    
    
    
    12,957
    
    
    
    14,970
    
    
    
    13,736Income before discontinued operations
    
    
    302,399
    
    
    
    262,857
    
    
    
    208,761
    
    
    
    172,568Income from discontinued operations, net
    
    
    35,813
    
    
    
    31,445
    
    
    
    27,229
    
    
    
    24,920Net income
    
    $
    338,212
    
    
    $
    294,302
    
    
    $
    235,990
    
    
    $
    197,488Other comprehensive income (loss), net of tax:Foreign currency translation adjustments
    
    
    45,889
    
    
    
    26,386
    
    
    
    37,138
    
    
    
    17,297Unrealized gain (loss) on securities and derivatives:Unrealized holding gain (loss) on marketable securities
    
    
    (11,177
    )
    
    
    (62,959
    )
    
    
    (4,218
    )
    
    
    (38,901
    )Unrealized holding gain (loss) on cash flow derivatives
    
    
    
    
    
    
    61,001
    
    
    
    
    
    
    
    35,437Comprehensive income
    
    $
    372,924
    
    
    $
    318,730
    
    
    $
    268,910
    
    
    $
    211,321Net income per common share:Income before discontinued operations  Basic
    
    $
    .61
    
    
    $
    .52
    
    
    $
    .42
    
    
    $
    .34Discontinued operations  Basic
    
    
    .07
    
    
    
    .06
    
    
    
    .06
    
    
    
    .05Net income  Basic
    
    $
    .68
    
    
    $
    .58
    
    
    $
    .48
    
    
    $
    .39Weighted average common shares  basic
    
    
    494,105
    
    
    
    509,591
    
    
    
    494,364
    
    
    
    501,136Income before discontinued operations  Diluted
    
    $
    .61
    
    
    $
    .52
    
    
    $
    .42
    
    
    $
    .34Discontinued operations  Diluted
    
    
    .07
    
    
    
    .06
    
    
    
    .06
    
    
    
    .05Net income  Diluted
    
    $
    .68
    
    
    $
    .58
    
    
    $
    .48
    
    
    $
    .39Weighted average common shares  diluted
    
    
    495,280
    
    
    
    510,392
    
    
    
    495,688
    
    
    
    502,060Dividends declared per share
    
    $
    .375
    
    
    $
    .375
    
    
    $
    .1875
    
    
    $
    .1875
  -5-




---



##### Table of Contents



CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
 Six Months Ended June 30,2007
    
    
    2006Cash flows from operating activities:Net income
    
    $
    338,212
    
    
    $
    294,302(Income) loss from discontinued operations, net
    
    
    (35,813
    )
    
    
    (31,445
    )302,399
    
    
    
    262,857Reconciling items:Depreciation and amortization
    
    
    279,637
    
    
    
    289,299Deferred taxes
    
    
    73,912
    
    
    
    93,931(Gain) loss on disposal of assets
    
    
    (11,041
    )
    
    
    (49,221
    )(Gain) loss forward exchange contract
    
    
    9,505
    
    
    
    11,406(Gain) loss on trading securities
    
    
    (9,490
    )
    
    
    (8,082
    )Provision for doubtful accounts
    
    
    16,091
    
    
    
    13,232Share-based compensation
    
    
    21,585
    
    
    
    22,235Equity in earnings of non-consolidated affiliates
    
    
    (16,699
    )
    
    
    (16,624
    )Other reconciling items  net
    
    
    13,935
    
    
    
    25,537Changes in operating assets and liabilities:Federal income tax refund
    
    
    
    
    
    
    133,336Decrease in income taxes receivable
    
    
    58,944
    
    
    
    82,020Changes in other operating assets and liabilities,
net of effects of acquisitions and dispositions
    
    
    (79,780
    )
    
    
    (87,182
    )Net cash provided by operating activities
    
    
    658,998
    
    
    
    772,744Cash flows from investing activities:Increase in restricted cash
    
    
    
    
    
    
    (81,333
    )Decrease (increase) in notes receivable  net
    
    
    (242
    )
    
    
    (1,155
    )Decrease (increase) in investments in and advances
to nonconsolidated affiliates  net
    
    
    10,331
    
    
    
    2,614Purchases of investments
    
    
    (384
    )
    
    
    (461
    )Purchases of property, plant and equipment
    
    
    (152,373
    )
    
    
    (147,755
    )Proceeds from disposal of assets
    
    
    18,280
    
    
    
    60,280Acquisition of operating assets, net of cash acquired
    
    
    (51,539
    )
    
    
    (149,441
    )Decrease (increase) in other  net
    
    
    (25,386
    )
    
    
    (66,998
    )Net cash used in investing activities
    
    
    (201,313
    )
    
    
    (384,249
    )Cash flows from financing activities:Draws on credit facilities
    
    
    368,872
    
    
    
    1,943,270Payments on credit facilities
    
    
    (576,527
    )
    
    
    (1,509,325
    )Proceeds from long-term debt
    
    
    12,481
    
    
    
    506,159Payments on long-term debt
    
    
    (261,873
    )
    
    
    (49,287
    )Payments for purchase of common shares
    
    
    
    
    
    
    (1,103,737
    )Proceeds from exercise of stock options, stock
purchase plan, common stock warrants and other
    
    
    75,985
    
    
    
    14,036Dividends paid
    
    
    (185,641
    )
    
    
    (196,377
    )Net cash used in financing activities
    
    
    (566,703
    )
    
    
    (395,261
    )Cash flows from discontinued operations:Net cash provided by operating activities
    
    
    33,459
    
    
    
    55,456Net cash provided by (used in) investing activities
    
    
    51,343
    
    
    
    (26,963
    )Net cash provided by (used in) financing activities
    
    
    
    
    
    
    Net cash provided by discontinued operations
    
    
    84,802
    
    
    
    28,493Net (decrease) increase in cash and cash equivalents
    
    
    (24,216
    )
    
    
    21,727Cash and cash equivalents at beginning of period
    
    
    116,000
    
    
    
    84,337Cash and cash equivalents at end of period
    
    $
    91,784
    
    
    $
    106,064
  -6-




---



##### Table of Contents



CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
  Preparation of Interim Financial Statements
   Merger Update
    Certain Reclassifications
  Discontinued Operations and Assets Held for Sale
 Accounting for the Impairment or Disposal of Long-lived
Assets
 -7-




---



##### Table of Contents



Six Months
    
    
    Three Months(In thousands)
    
    2007
    
    
    2006
    
    
    2007
    
    
    2006Revenue
    
    $
    282,071
    
    
    $
    301,941
    
    
    $
    146,463
    
    
    $
    163,908Income before income taxes
    
    $
    62,391
    
    
    $
    44,268
    
    
    $
    48,276
    
    
    $
    33,744
   (In thousands)
    
    June 30,
    
    
    December 31,Assets
    
    2007
    
    
    2006Accounts receivable, net
    
    $
    70,673
    
    
    $
    75,490Other current assets
    
    
    13,619
    
    
    
    20,887Total current assets
    
    $
    84,292
    
    
    $
    96,377Land, buildings and improvements
    
    $
    106,075
    
    
    $
    137,729Transmitter and studio equipment
    
    
    286,641
    
    
    
    298,173Other property, plant and equipment
    
    
    41,009
    
    
    
    37,651Less accumulated depreciation
    
    
    (198,217
    )
    
    
    (203,926
    )Property, plant and equipment, net
    
    $
    235,508
    
    
    $
    269,627Definite-lived intangibles, net
    
    $
    307
    
    
    $
    335Licenses
    
    
    128,630
    
    
    
    131,691Goodwill
    
    
    384,977
    
    
    
    408,874Total intangible assets
    
    $
    513,914
    
    
    $
    540,900Film rights
    
    $
    16,486
    
    
    $
    20,442Other long-term assets
    
    
    8,274
    
    
    
    15,105Total non current assets
    
    $
    24,760
    
    
    $
    35,547LiabilitiesAccounts payable and accrued expenses
    
    $
    3,321
    
    
    $
    5,345Film liability
    
    
    14,131
    
    
    
    21,765Other current liabilities
    
    
    11,491
    
    
    
    17,969Total current liabilities
    
    $
    28,943
    
    
    $
    45,079Film liability
    
    
    18,919
    
    
    
    22,158Deferred income
    
    
    3,110
    
    
    
    2,463Total long-term liabilities
    
    $
    22,029
    
    
    $
    24,621
 Recent Accounting Pronouncements
 The Fair Value Option for Financial Assets and
Financial Liabilities  including an amendment of FASB Statement No. 115
 -8-




---



##### Table of Contents



Fair Value Measurements, Disclosures about Fair Value of Financial Instruments.
 New Accounting Standard
 Accounting for
Uncertainty in Income Taxes
      (In thousands)
    
    June 30, 2007
    
    
    December 31, 2006Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationTransit, street
furniture, and other
outdoor contractual
rights
    
    $
    837,445
    
    
    $
    565,791
    
    
    $
    821,364
    
    
    $
    530,063Talent contracts
    
    
    125,270
    
    
    
    123,880
    
    
    
    125,270
    
    
    
    115,537Representation contracts
    
    
    367,093
    
    
    
    193,122
    
    
    
    349,493
    
    
    
    175,658Other
    
    
    121,221
    
    
    
    74,688
    
    
    
    120,930
    
    
    
    73,317Total
    
    $
    1,451,029
    
    
    $
    957,481
    
    
    $
    1,417,057
    
    
    $
    894,575
  (In thousands)
 2008
    
    $
    82,1922009
    
    
    69,9582010
    
    
    51,9622011
    
    
    42,1362012
    
    
    40,593
 -9-




---



##### Table of Contents



Goodwill
  Americas
    
    
    International(In thousands)
    
    Radio
    
    
    Outdoor
    
    
    Outdoor
    
    
    Other
    
    
    TotalBalance as of December 31, 2006
    
    $
    5,987,831
    
    
    $
    667,986
    
    
    $
    425,630
    
    
    $
    577
    
    
    $
    7,082,024Acquisitions
    
    
    6,399
    
    
    
    9,817
    
    
    
    7,601
    
    
    
    
    
    
    
    23,817Dispositions
    
    
    (4,296
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,296
    )Foreign currency
    
    
    
    
    
    
    6,398
    
    
    
    7,873
    
    
    
    
    
    
    
    14,271Adjustments
    
    
    613
    
    
    
    (234
    )
    
    
    
    
    
    
    
    
    
    
    379Balance as of June 30, 2007
    
    $
    5,990,547
    
    
    $
    683,967
    
    
    $
    441,104
    
    
    $
    577
    
    
    $
    7,116,195
   -10-




---



##### Table of Contents



 Foreign Currency Hedges: Measuring the Amount of
Ineffectiveness in a Net Investment Hedge
  Acquisitions
  Disposition of Assets
  Debt Maturities
  Recent Legal Proceedings
      -11-




---



##### Table of Contents



-12-




---



##### Table of Contents



(In thousands)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Corporate,MergerAmericas
    
    
    International
    
    
    
    
    
    
    and Gain onRadio
    
    
    Outdoor
    
    
    Outdoor
    
    
    
    
    
    
    disposition ofBroadcasting
    
    
    Advertising
    
    
    Advertising
    
    
    Other
    
    
    assets  net
    
    
    Eliminations
    
    
    ConsolidatedSix Months Ended
June 30, 2007Revenue
    
    $
    1,692,622
    
    
    $
    693,866
    
    
    $
    833,703
    
    
    $
    106,804
    
    
    $
    
    
    
    $
    (63,652
    )
    
    $
    3,263,343Direct operating expenses
    
    
    462,749
    
    
    
    279,799
    
    
    
    543,549
    
    
    
    41,601
    
    
    
    
    
    
    
    (33,946
    )
    
    
    1,293,752Selling, general and
administrative expenses
    
    
    562,305
    
    
    
    110,368
    
    
    
    151,722
    
    
    
    50,917
    
    
    
    
    
    
    
    (29,706
    )
    
    
    845,606Depreciation and
amortization
    
    
    56,605
    
    
    
    93,193
    
    
    
    100,630
    
    
    
    20,979
    
    
    
    8,230
    
    
    
    
    
    
    
    279,637Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    91,194
    
    
    
    
    
    
    
    91,194Merger expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,370
    
    
    
    
    
    
    
    4,370Gain on disposition of
assets  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,041
    
    
    
    
    
    
    
    11,041Operating income (loss)
    
    $
    610,963
    
    
    $
    210,506
    
    
    $
    37,802
    
    
    $
    (6,693
    )
    
    $
    (92,753
    )
    
    $
    
    
    
    $
    759,825Intersegment revenues
    
    $
    22,629
    
    
    $
    6,734
    
    
    $
    
    
    
    $
    34,289
    
    
    $
    
    
    
    $
    
    
    
    $
    63,652Identifiable assets
    
    $
    11,717,492
    
    
    $
    2,798,497
    
    
    $
    2,451,724
    
    
    $
    700,638
    
    
    $
    321,637
    
    
    $
    
    
    
    $
    17,989,988Capital expenditures
    
    $
    35,962
    
    
    $
    50,464
    
    
    $
    61,654
    
    
    $
    4,293
    
    
    $
    
    
    
    $
    
    
    
    $
    152,373Share-based payments
    
    $
    11,140
    
    
    $
    3,592
    
    
    $
    770
    
    
    $
    
    
    
    $
    6,083
    
    
    $
    
    
    
    $
    21,585Six Months Ended
June 30, 2006Revenue
    
    $
    1,658,254
    
    
    $
    609,349
    
    
    $
    737,423
    
    
    $
    111,811
    
    
    $
    
    
    
    $
    (59,981
    )
    
    $
    3,056,856Direct operating expenses
    
    
    467,002
    
    
    
    248,933
    
    
    
    469,622
    
    
    
    41,726
    
    
    
    
    
    
    
    (32,829
    )
    
    
    1,194,454Selling, general and
administrative expenses
    
    
    567,413
    
    
    
    98,817
    
    
    
    135,817
    
    
    
    52,543
    
    
    
    
    
    
    
    (27,152
    )
    
    
    827,438Depreciation and
amortization
    
    
    60,276
    
    
    
    83,485
    
    
    
    113,662
    
    
    
    22,682
    
    
    
    9,194
    
    
    
    
    
    
    
    289,299Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    88,746
    
    
    
    
    
    
    
    88,746Gain on disposition of
assets  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    49,221
    
    
    
    
    
    
    
    49,221Operating income (loss)
    
    $
    563,563
    
    
    $
    178,114
    
    
    $
    18,322
    
    
    $
    (5,140
    )
    
    $
    (48,719
    )
    
    $
    
    
    
    $
    706,140Intersegment revenues
    
    $
    20,108
    
    
    $
    4,918
    
    
    $
    
    
    
    $
    34,955
    
    
    $
    
    
    
    $
    
    
    
    $
    59,981Identifiable assets
    
    $
    11,705,732
    
    
    $
    2,629,819
    
    
    $
    2,337,087
    
    
    $
    679,835
    
    
    $
    525,548
    
    
    $
    
    
    
    $
    17,878,021Capital expenditures
    
    $
    41,454
    
    
    $
    31,536
    
    
    $
    73,808
    
    
    $
    957
    
    
    $
    
    
    
    $
    
    
    
    $
    147,755Share-based payments
    
    $
    12,619
    
    
    $
    2,387
    
    
    $
    666
    
    
    $
    828
    
    
    $
    5,735
    
    
    $
    
    
    
    $
    22,235Three Months
Ended June 30, 2007Revenue
    
    $
    918,351
    
    
    $
    376,843
    
    
    $
    459,870
    
    
    $
    56,171
    
    
    $
    
    
    
    $
    (32,998
    )
    
    $
    1,778,237Direct operating expenses
    
    
    235,683
    
    
    
    144,885
    
    
    
    284,258
    
    
    
    21,665
    
    
    
    
    
    
    
    (15,397
    )
    
    
    671,094Selling, general and
administrative expenses
    
    
    295,407
    
    
    
    56,125
    
    
    
    78,432
    
    
    
    25,561
    
    
    
    
    
    
    
    (17,601
    )
    
    
    437,924Depreciation and
amortization
    
    
    28,153
    
    
    
    46,632
    
    
    
    51,521
    
    
    
    10,917
    
    
    
    4,087
    
    
    
    
    
    
    
    141,310Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43,044
    
    
    
    
    
    
    
    43,044Merger expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,684
    
    
    
    
    
    
    
    2,684Gain on disposition of
assets  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,090
    
    
    
    
    
    
    
    4,090Operating income (loss)
    
    $
    359,108
    
    
    $
    129,201
    
    
    $
    45,659
    
    
    $
    (1,972
    )
    
    $
    (45,725
    )
    
    $
    
    
    
    $
    486,271Intersegment revenues
    
    $
    12,207
    
    
    $
    4,851
    
    
    $
    
    
    
    $
    15,940
    
    
    $
    
    
    
    $
    
    
    
    $
    32,998Share-based payments
    
    $
    6,676
    
    
    $
    2,466
    
    
    $
    529
    
    
    $
    
    
    
    $
    3,668
    
    
    $
    
    
    
    $
    13,339
 -13-




---



##### Table of Contents



(In thousands)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Corporate,Merger andAmericas
    
    
    International
    
    
    
    
    
    
    Gain onRadio
    
    
    Outdoor
    
    
    Outdoor
    
    
    
    
    
    
    disposition ofBroadcasting
    
    
    Advertising
    
    
    Advertising
    
    
    Other
    
    
    assets  net
    
    
    Eliminations
    
    
    ConsolidatedThree Months
Ended June 30, 2006Revenue
    
    $
    910,194
    
    
    $
    335,247
    
    
    $
    413,156
    
    
    $
    59,656
    
    
    $
    
    
    
    $
    (29,409
    )
    
    $
    1,688,844Direct operating expenses
    
    
    237,092
    
    
    
    128,922
    
    
    
    245,237
    
    
    
    20,913
    
    
    
    
    
    
    
    (14,841
    )
    
    
    617,323Selling, general and
administrative expenses
    
    
    300,678
    
    
    
    50,623
    
    
    
    68,976
    
    
    
    26,750
    
    
    
    
    
    
    
    (14,568
    )
    
    
    432,459Depreciation and
amortization
    
    
    31,047
    
    
    
    41,253
    
    
    
    59,574
    
    
    
    11,392
    
    
    
    4,923
    
    
    
    
    
    
    
    148,189Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48,239
    
    
    
    
    
    
    
    48,239Gain on disposition of
assets  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    821
    
    
    
    
    
    
    
    821Operating income (loss)
    
    $
    341,377
    
    
    $
    114,449
    
    
    $
    39,369
    
    
    $
    601
    
    
    $
    (52,341
    )
    
    $
    
    
    
    $
    443,455Intersegment revenues
    
    $
    9,310
    
    
    $
    3,131
    
    
    $
    
    
    
    $
    16,968
    
    
    $
    
    
    
    $
    
    
    
    $
    29,409Share-based payments
    
    $
    6,310
    
    
    $
    1,230
    
    
    $
    343
    
    
    $
    413
    
    
    $
    2,332
    
    
    $
    
    
    
    $
    10,628
      -14-




---



##### Table of Contents



Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Proposed Merger with a Group led by Thomas H. Lee Partners, L.P. and Bain Capital Partners, LLC
     Sale of Radio Stations and all of our Television Stations
   Format of Presentation
   -15-




---



##### Table of Contents



Radio Broadcasting
      Americas and International Outdoor Advertising
     -16-




---



##### Table of Contents



FAS 123(R), Share-Based Payment
  Three Months ended June 30,
    
    
    Six Months ended June 30,(In millions)
    
    2007
    
    
    2006
    
    
    2007
    
    
    2006Radio BroadcastingDirect Operating Expenses
    
    $
    3.0
    
    
    $
    2.8
    
    
    $
    5.0
    
    
    $
    5.6SG&A
    
    
    3.7
    
    
    
    3.5
    
    
    
    6.1
    
    
    
    7.0Americas Outdoor AdvertisingDirect Operating Expenses
    
    $
    1.8
    
    
    $
    0.9
    
    
    $
    2.6
    
    
    $
    1.7SG&A
    
    
    0.7
    
    
    
    0.3
    
    
    
    1.0
    
    
    
    0.6International Outdoor AdvertisingDirect Operating Expenses
    
    $
    0.4
    
    
    $
    0.2
    
    
    $
    0.6
    
    
    $
    0.4SG&A
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.2
    
    
    
    0.2OtherDirect Operating Expenses
    
    $
    
    
    
    $
    0.2
    
    
    $
    
    
    
    $
    0.4SG&A
    
    
    
    
    
    
    0.3
    
    
    
    
    
    
    
    0.6Corporate
    
    $
    3.7
    
    
    $
    2.3
    
    
    $
    6.1
    
    
    $
    5.7
 -17-




---



##### Table of Contents



The comparison of Three and Six Months Ended June 30, 2007 to Three and Six Months Ended June 30, 2006 is as follows:
 (In thousands)
    
    Three Months Ended June 30,
    
    
    %
    
    
    Six Months Ended June 30,
    
    
    %2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    ChangeRevenue
    
    $
    1,778,237
    
    
    $
    1,688,844
    
    
    
    5
    %
    
    $
    3,263,343
    
    
    $
    3,056,856
    
    
    
    7
    %Operating expenses:Direct operating expenses
    
    
    671,094
    
    
    
    617,323
    
    
    
    9
    %
    
    
    1,293,752
    
    
    
    1,194,454
    
    
    
    8
    %Selling, general and administrative expenses
    
    
    437,924
    
    
    
    432,459
    
    
    
    1
    %
    
    
    845,606
    
    
    
    827,438
    
    
    
    2
    %Depreciation and amortization
    
    
    141,310
    
    
    
    148,189
    
    
    
    (5
    %)
    
    
    279,637
    
    
    
    289,299
    
    
    
    (3
    %)Corporate expenses
    
    
    43,044
    
    
    
    48,239
    
    
    
    (11
    %)
    
    
    91,194
    
    
    
    88,746
    
    
    
    3
    %Merger expenses
    
    
    2,684
    
    
    
    
    
    
    
    
    
    
    
    4,370
    
    
    
    Gain (loss) on disposition of assets  net
    
    
    4,090
    
    
    
    821
    
    
    
    
    
    
    
    11,041
    
    
    
    49,221Operating income
    
    
    486,271
    
    
    
    443,455
    
    
    
    10
    %
    
    
    759,825
    
    
    
    706,140
    
    
    
    8
    %Interest expense
    
    
    116,422
    
    
    
    123,298
    
    
    
    
    
    
    
    234,499
    
    
    
    237,674Gain (loss) on marketable securities
    
    
    (410
    )
    
    
    (1,000
    )
    
    
    
    
    
    
    (15
    )
    
    
    (3,324
    )Equity in earnings of nonconsolidated
affiliates
    
    
    11,435
    
    
    
    9,715
    
    
    
    
    
    
    
    16,699
    
    
    
    16,624Other income (expense)  net
    
    
    340
    
    
    
    (4,609
    )
    
    
    
    
    
    
    328
    
    
    
    (5,257
    )Income before income taxes, minority interest
and discontinued operations
    
    
    381,214
    
    
    
    324,263
    
    
    
    
    
    
    
    542,338
    
    
    
    476,509Income tax benefit (expense):Current
    
    
    (120,989
    )
    
    
    (104,542
    )
    
    
    
    
    
    
    (150,782
    )
    
    
    (106,764
    )Deferred
    
    
    (36,494
    )
    
    
    (33,417
    )
    
    
    
    
    
    
    (73,912
    )
    
    
    (93,931
    )Income tax benefit (expense)
    
    
    (157,483
    )
    
    
    (137,959
    )
    
    
    
    
    
    
    (224,694
    )
    
    
    (200,695
    )Minority interest expense, net of tax
    
    
    14,970
    
    
    
    13,736
    
    
    
    
    
    
    
    15,245
    
    
    
    12,957Income before discontinued operations
    
    
    208,761
    
    
    
    172,568
    
    
    
    
    
    
    
    302,399
    
    
    
    262,857Income from discontinued operations, net
    
    
    27,229
    
    
    
    24,920
    
    
    
    
    
    
    
    35,813
    
    
    
    31,445Net income
    
    $
    235,990
    
    
    $
    197,488
    
    
    
    
    
    
    $
    338,212
    
    
    $
    294,302
 Consolidated Revenue
 Three Months
  Six Months
  Consolidated Direct Operating Expenses
 Three Months
  -18-




---



##### Table of Contents



Six Months
  Consolidated Selling, General and Administrative Expenses, or SG&A
 Three Months
  Six Months
  Corporate Expenses
  Gain (loss) on Disposition of Assets  Net
  Interest Expense
  Income Tax Benefit (Expense)
   -19-




---



##### Table of Contents



Segment Revenue and Divisional Operating Expenses
 Radio Broadcasting
 (In thousands)
    
    Three Months Ended June 30,
    
    
    %
    
    
    Six Months Ended June 30,
    
    
    %2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    ChangeRevenue
    
    $
    918,351
    
    
    $
    910,194
    
    
    
    1
    %
    
    $
    1,692,622
    
    
    $
    1,658,254
    
    
    
    2
    %Direct operating expenses
    
    
    235,683
    
    
    
    237,092
    
    
    
    (1
    %)
    
    
    462,749
    
    
    
    467,002
    
    
    
    (1
    %)Selling, general and
administrative expenses
    
    
    295,407
    
    
    
    300,678
    
    
    
    (2
    %)
    
    
    562,305
    
    
    
    567,413
    
    
    
    (1
    %)Depreciation and amortization
    
    
    28,153
    
    
    
    31,047
    
    
    
    (9
    %)
    
    
    56,605
    
    
    
    60,276
    
    
    
    (6
    %)Operating income
    
    $
    359,108
    
    
    $
    341,377
    
    
    
    5
    %
    
    $
    610,963
    
    
    $
    563,563
    
    
    
    8
    %
 Three Months
   Six Months
  Americas Outdoor Advertising
 (In thousands)
    
    Three Months Ended June 30,
    
    
    %
    
    
    Six Months Ended June 30,
    
    
    %2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    ChangeRevenue
    
    $
    376,843
    
    
    $
    335,247
    
    
    
    12
    %
    
    $
    693,866
    
    
    $
    609,349
    
    
    
    14
    %Direct operating expenses
    
    
    144,885
    
    
    
    128,922
    
    
    
    12
    %
    
    
    279,799
    
    
    
    248,933
    
    
    
    12
    %Selling, general and
administrative expenses
    
    
    56,125
    
    
    
    50,623
    
    
    
    11
    %
    
    
    110,368
    
    
    
    98,817
    
    
    
    12
    %Depreciation and amortization
    
    
    46,632
    
    
    
    41,253
    
    
    
    13
    %
    
    
    93,193
    
    
    
    83,485
    
    
    
    12
    %Operating income
    
    $
    129,201
    
    
    $
    114,449
    
    
    
    13
    %
    
    $
    210,506
    
    
    $
    178,114
    
    
    
    18
    %
 Three Months
  -20-




---



##### Table of Contents



Six Months
   International Outdoor Advertising
 (In thousands)
    
    Three Months Ended June 30,
    
    
    %
    
    
    Six Months Ended June 30,
    
    
    %2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    ChangeRevenue
    
    $
    459,870
    
    
    $
    413,156
    
    
    
    11
    %
    
    $
    833,703
    
    
    $
    737,423
    
    
    
    13
    %Direct operating expenses
    
    
    284,258
    
    
    
    245,237
    
    
    
    16
    %
    
    
    543,549
    
    
    
    469,622
    
    
    
    16
    %Selling, general and
administrative expenses
    
    
    78,432
    
    
    
    68,976
    
    
    
    14
    %
    
    
    151,722
    
    
    
    135,817
    
    
    
    12
    %Depreciation and amortization
    
    
    51,521
    
    
    
    59,574
    
    
    
    (14
    %)
    
    
    100,630
    
    
    
    113,662
    
    
    
    (11
    %)Operating income
    
    $
    45,659
    
    
    $
    39,369
    
    
    
    16
    %
    
    $
    37,802
    
    
    $
    18,322
    
    
    
    106
    %
 Three Months
    Six Months
   -21-




---



##### Table of Contents



Reconciliation of Segment Operating Income (Loss) to Consolidated Operating Income
 Three Months ended June 30,
    
    
    Six Months ended June 30,(In thousands)
    
    2007
    
    
    2006
    
    
    2007
    
    
    2006Radio Broadcasting
    
    $
    359,108
    
    
    $
    341,377
    
    
    $
    610,963
    
    
    $
    563,563Americas Outdoor Advertising
    
    
    129,201
    
    
    
    114,449
    
    
    
    210,506
    
    
    
    178,114International Outdoor Advertising
    
    
    45,659
    
    
    
    39,369
    
    
    
    37,802
    
    
    
    18,322Other
    
    
    (1,972
    )
    
    
    601
    
    
    
    (6,693
    )
    
    
    (5,140
    )Gain on disposition of assets  net
    
    
    4,090
    
    
    
    821
    
    
    
    11,041
    
    
    
    49,221Corporate
    
    
    (49,815
    )
    
    
    (53,162
    )
    
    
    (103,794
    )
    
    
    (97,940
    )Consolidated operating income
    
    $
    486,271
    
    
    $
    443,455
    
    
    $
    759,825
    
    
    $
    706,140
 LIQUIDITY AND CAPITAL RESOURCES
 Cash Flows
 (In thousands)
    
    Six Months Ended June 30,2007
    
    
    2006Cash provided by (used in):Operating activities
    
    $
    658,998
    
    
    $
    772,744Investing activities
    
    $
    (201,313
    )
    
    $
    (384,249
    )Financing activities
    
    $
    (566,703
    )
    
    $
    (395,261
    )Discontinued operations
    
    $
    84,802
    
    
    $
    28,493
 Operating Activities
  Investing Activities
  Financing Activities
  Discontinued Operations
  -22-




---



##### Table of Contents



Anticipated Cash Requirements
    (In millions)
    
    June 30,
    
    
    December 31,2007
    
    
    2006Credit facilities
    
    $
    785.3
    
    
    $
    966.5Long-term bonds (a)
    
    
    6,277.5
    
    
    
    6,531.6Other borrowings
    
    
    145.2
    
    
    
    164.9Total Debt
    
    
    7,208.0
    
    
    
    7,663.0Less: Cash and cash equivalents
    
    
    91.8
    
    
    
    116.0$
    7,116.2
    
    
    $
    7,547.0
 (a)
    
    Includes $5.2 million and $7.1 million at June 30, 2007 and December 31, 2006,
respectively, in unamortized fair value purchase accounting adjustment premiums related to
the merger with AMFM. Also includes negative $33.1 million and $29.8 million related to
fair value adjustments for interest rate swap agreements at June 30, 2007 and December 31,
2006, respectively.
 Credit Facility
   Shelf Registration
  Debt Covenants
    -23-




---



##### Table of Contents



Dividends
  (In millions, except per share data)
 Declaration
    
    Amount per
    
    
    
    
    
    
    
    
    
    
    TotalDate
    
    Common Share
    
    
    Record Date
    
    
    Payment Date
    
    
    PaymentOctober 25, 2006
    
    
    0.1875
    
    
    December 31, 2006
    
    January 15, 2007
    
    $
    92.6February 21, 2007
    
    
    0.1875
    
    
    March 31, 2007
    
    April 15, 2007
    
    
    93.0April 19, 2007
    
    
    0.1875
    
    
    June 30, 2007
    
    July 15, 2007
    
    
    93.4
  Acquisitions
  Capital Expenditures
  (In millions)
    
    Six Months Ended June 30, 2007 Capital ExpendituresAmericas
    
    
    InternationalOutdoor
    
    
    Outdoor
    
    
    Corporate andRadio
    
    
    Advertising
    
    
    Advertising
    
    
    Other
    
    
    TotalNon-revenue producing
    
    $
    36.0
    
    
    $
    16.1
    
    
    $
    20.7
    
    
    $
    4.3
    
    
    $
    77.1Revenue producing
    
    
    
    
    
    
    34.4
    
    
    
    40.9
    
    
    
    
    
    
    
    75.3$
    36.0
    
    
    $
    50.5
    
    
    $
    61.6
    
    
    $
    4.3
    
    
    $
    152.4
 Commitments, Contingencies and Guarantees
  -24-




---



##### Table of Contents



Debt Maturities
   Interest Rate Risk
   Equity Price Risk
   Foreign Currency
    Recent Accounting Pronouncements
 The Fair Value Option for Financial
Assets and Financial Liabilities  including an amendment of FASB Statement No. 115
 -25-




---



##### Table of Contents



Fair Value Measurements, Disclosures about Fair Value of
Financial Instruments.
 Inflation
  Ratio of Earnings to Fixed Charges
  Six Months EndedJune 30,
    
    Year Ended December 31,2007
    
    2006
    
    2006
    
    2005
    
    2004
    
    2003
    
    20022.21
    
    
    2.08
    
    
    
    2.22
    
    
    
    2.20
    
    
    
    2.69
    
    
    
    3.49
    
    
    
    2.38
  Risks Regarding Forward Looking Statements
   
    
    the occurrence of any event, change or other circumstance that could give rise to the
termination of the Merger Agreement;
    
    the outcome of any legal proceedings that have been or may be instituted against us
relating to the Merger Agreement;
    
    our inability to complete the merger due to the failure to obtain shareholder
approval or to satisfy any other conditions to completion of the merger;
    
    the impact of the substantial indebtedness incurred to finance the consummation of
the merger;
    
    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;
 -26-




---



##### Table of Contents




    
    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.
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
   -27-




---



##### Table of Contents



Part II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
   Merger related litigation
 Teitelbaum v. Clear Channel
Communications, Inc., et al. City of St. Clair Shores
Police and Fire Retirement System v. Clear Channel Communications, Inc., et al. Levy Investments, Ltd. v. Clear Channel Communications, Inc., et al. DD Equity Partners LLC v. Clear Channel Communications,
Inc., et al. Pioneer Investments
Kapitalanlagegesellschaft MBH v. L. Lowry Mays, et al.
 Rauch v.
Clear Channel Communications, Inc., et al. Pioneer Investments Kapitalanlagegesellschaft mbH v. Clear Channel Communications, Inc., et al. Alaska Laborers Employees Retirement Fund v. Clear Channel Communications, Inc., et. al.
   
 Item 1A. Risk Factors
  -28-




---



##### Table of Contents



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
   Total Number ofShares Purchased as
    
    
    Maximum Dollar ValueTotal Number
    
    
    Average Price
    
    
    Part of Publicly
    
    
    of Shares that May Yetof Shares
    
    
    Paid per
    
    
    Announced
    
    
    Be Purchased Under thePeriod
    
    Purchased
    
    
    Share
    
    
    Programs
    
    
    ProgramsApril 1 through April 30
    
    
    1,438
    
    
    $
    35.90
    
    
    
    -0-
    
    
    $
    1,000,000,000May 1 through May 31
    
    
    3,217
    
    
    $
    38.35
    
    
    
    -0-
    
    
    $
    1,000,000,000June 1 through June 30
    
    
    145
    
    
    $
    37.52
    
    
    
    -0-
    
    
    $
    1,000,000,000Total
    
    
    4,800
    
    
    
    
    
    
    
    -0-
    
    
    $
    1,000,000,000
 
 Item 4. Submission of Matters to a Vote of Security Holders
   -29-




---



##### Table of Contents



Proposal No. 1
(Election of Directors)
 Nominee
    
    For
    
    Against
    
    AbstainL. Lowry Mays
    
    
    340,336,493
    
    
    
    69,226,050
    
    
    
    3,622,285Alan D. Feld
    
    
    309,971,017
    
    
    
    99,583,805
    
    
    
    3,630,006Perry J. Lewis
    
    
    358,808,490
    
    
    
    50,770,123
    
    
    
    3,606,215Mark P. Mays
    
    
    339,726,936
    
    
    
    69,914,323
    
    
    
    3,543,569Randall T. Mays
    
    
    327,494,795
    
    
    
    82,112,856
    
    
    
    3,577,177B.J. McCombs
    
    
    309,971,844
    
    
    
    99,175,161
    
    
    
    4,037,823Phyllis B. Riggins
    
    
    358,871,176
    
    
    
    50,709,808
    
    
    
    3,603,844Theodore H. Strauss
    
    
    356,918,989
    
    
    
    52,567,594
    
    
    
    3,698,245J.C. Watts
    
    
    296,290,696
    
    
    
    113,294,743
    
    
    
    3,599,389John H. Williams
    
    
    356,657,384
    
    
    
    52,835,987
    
    
    
    3,691,457John B. Zachry
    
    
    358,857,384
    
    
    
    50,732,359
    
    
    
    3,595,085
 Proposal No. 2
(Selection of Ernst & Young LLP as Independent Auditors for the year ending December 31, 2007)
 For
    
    Against
    
    Abstain406,290,254
    
    
    3,469,681
    
    
    
    3,424,893Proposal No. 3(Shareholder Proposal  Pay for Superior Performance)For
    
    Against
    
    Abstain
    
    Broker Non-votes123,754,478
    
    
    166,835,182
    
    
    
    9,718,463
    
    
    
    112,876,705Proposal No. 4(Shareholder Proposal  Corporate Political Contributions)For
    
    Against
    
    Abstain
    
    Broker Non-votes101,298,674
    
    
    118,060,563
    
    
    
    80,148,887
    
    
    
    113,676,704Proposal No. 5(Shareholder Proposal  Compensation Committee Independence)For
    
    Against
    
    Abstain
    
    Broker Non-votes154,472,751
    
    
    142,143,244
    
    
    
    3,692,131
    
    
    
    112,876,702Proposal No. 6(Shareholder Proposal  Executive Compensation)For
    
    Against
    
    Abstain
    
    Broker Non-votes125,320,935
    
    
    125,206,027
    
    
    
    49,781,164
    
    
    
    112,876,702
 
 Item 6. Exhibits
  -30-




---



##### Table of Contents



Signatures
  CLEAR CHANNEL COMMUNICATIONS, INC.August 9, 2007
    
    /s/ Randall T. MaysRandall T. MaysPresident and
Chief Financial OfficerAugust 9, 2007
    
    /s/ Herbert W. Hill, Jr.Herbert W. Hill, Jr.Senior Vice President and
Chief Accounting Officer
 -31-




---



##### Table of Contents



INDEX TO EXHIBITS
 ExhibitNumber
    
    Description2.1
    
    Agreement and Plan of Merger among BT Triple Crown Merger
Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco,
LLC and Clear Channel Communications, Inc., dated as of
November 16, 2006 (incorporated by reference to the
exhibits to Clear Channels Current Report on Form 8-K
dated November 16, 2006).2.2
    
    Amendment No. 1, dated April 18, 2007, to the Agreement and
Plan of Merger, dated as of November 16, 2006, by and among
BT Triple Crown Merger Co., Inc., B Triple Crown Finco,
LLC, T Triple Crown Finco, LLC and Clear Channel
Communications, Inc. (incorporated by reference to the
exhibits to Clear Channels Current Report on Form 8-K
dated April 18, 2007).2.3
    
    Amendment No. 2, dated May 17, 2007, to the Agreement and
Plan of Merger, dated as of November 16, 2006, by and among
BT Triple Crown Merger Co., Inc., B Triple Crown Finco,
LLC, T Triple Crown Finco, LLC, BT Triple Crown Holdings
III, Inc. and Clear Channel Communications, Inc., as
amended (incorporated by reference to the exhibits to Clear
Channels Current Report on Form 8-K dated May 18, 2007).2.4
    
    Asset Purchase Agreement dated April 20, 2007, between
Clear Channel Broadcasting, Inc., ABO Broadcasting
Operations, LLC, Ackerley Broadcasting Fresno, LLC, AK
Mobile Television, Inc., Bel Meade Broadcasting, Inc.,
Capstar Radio Operating Company, Capstar TX Limited
Partnership, CCB Texas Licenses, L.P., Central NY News,
Inc., Citicasters Co., Clear Channel Broadcasting Licenses,
Inc., Clear Channel Investments, Inc. and TV Acquisition
LLC (incorporated by reference to the exhibits to Clear
Channels Current Report on Form 8-K dated April 26, 2007).3.1
    
    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
    
    Current Bylaws of the Company (incorporated by reference to
the exhibits to Clear Channels Quarterly Report on Form
10-Q dated May 9, 2007).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).
 -32-




---



##### Table of Contents



ExhibitNumber
    
    Description4.5
    
    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).4.10
    
    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).4.11
    
    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).4.12
    
    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).4.13
    
    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).4.14
    
    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).4.15
    
    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).4.16
    
    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).
 -33-




---



##### Table of Contents



ExhibitNumber
    
    Description4.17
    
    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).4.18
    
    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).4.19
    
    Twenty-first Supplemental Indenture dated August 15, 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 August
16, 2006).10.1
    
    Amended and Restated Employment Agreement, dated April 24,
2007, by and between L. Lowry Mays and Clear Channel
Communications, Inc. (incorporated by reference to the
exhibits to Clear Channels Current Report on Form 8-K
dated April 30, 2007).10.2
    
    Amended and Restated Employment Agreement, dated April 24,
2007, by and between Mark P. Mays and Clear Channel
Communications, Inc. (incorporated by reference to the
exhibits to Clear Channels Current Report on Form 8-K
dated April 30, 2007).10.3
    
    Amended and Restated Employment Agreement, dated April 24,
2007, by and between Randall T. Mays and Clear Channel
Communications, Inc. (incorporated by reference to the
exhibits to Clear Channels Current Report on Form 8-K
dated April 30, 2007).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.
 -34-