##### 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 SEPTEMBER 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
  þ o o
 o þ
  Class
    
    Outstanding at November 7, 2007Common Stock, $.10 par value
    
    497,919,884




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##### 



CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
 INDEX
  
 Page No.Part I  Financial InformationItem 1. Unaudited Financial Statements
    
    
    3Consolidated Balance Sheets at September 30, 2007 and December 31, 2006
    
    
    3Consolidated Statements of Operations for the nine and three months ended September 30, 2007
and 2006
    
    
    5Condensed Consolidated Statements of Cash Flows for the nine months ended
September 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
    
    
    29Item 1A. Risk Factors
    
    
    30Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    30Item 4. Submission of Matters to a Vote of Security Holders
    
    
    30Item 6. Exhibits
    
    
    31Signatures
    
    
    32Index to Exhibits
    
    
    33Statement 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)
 September 30,
    
    
    December 31,2007
    
    
    2006(Unaudited)
    
    
    (Audited)CURRENT ASSETSCash and cash equivalents
    
    $
    124,083
    
    
    $
    116,000Accounts receivable, net of allowance of $58,209 in 2007 and
$56,068 in 2006
    
    
    1,707,797
    
    
    
    1,619,858Prepaid expenses
    
    
    138,308
    
    
    
    122,000Other current assets
    
    
    268,228
    
    
    
    244,103Income taxes receivable
    
    
    
    
    
    
    7,392Current assets from discontinued operations
    
    
    98,625
    
    
    
    96,377Total Current Assets
    
    
    2,337,041
    
    
    
    2,205,730PROPERTY, PLANT AND EQUIPMENTLand, buildings and improvements
    
    
    805,431
    
    
    
    767,792Structures
    
    
    3,815,503
    
    
    
    3,601,653Towers, transmitters and studio equipment
    
    
    589,057
    
    
    
    585,292Furniture and other equipment
    
    
    531,719
    
    
    
    524,140Construction in progress
    
    
    112,067
    
    
    
    89,8235,853,777
    
    
    
    5,568,700Less accumulated depreciation
    
    
    2,898,824
    
    
    
    2,604,0362,954,953
    
    
    
    2,964,664Property, plant and equipment from discontinued operations, net
    
    
    230,009
    
    
    
    271,546INTANGIBLE ASSETSDefinite-lived intangibles, net
    
    
    482,893
    
    
    
    522,482Indefinite-lived intangibles  licenses
    
    
    4,187,511
    
    
    
    4,197,580Indefinite-lived intangibles  permits
    
    
    247,536
    
    
    
    260,950Goodwill
    
    
    7,028,425
    
    
    
    7,078,705Intangible assets from discontinued operations, net
    
    
    494,009
    
    
    
    546,610OTHER ASSETSNotes receivable
    
    
    6,517
    
    
    
    6,318Investments in, and advances to, nonconsolidated affiliates
    
    
    334,333
    
    
    
    311,258Other assets
    
    
    277,212
    
    
    
    249,524Other investments
    
    
    256,408
    
    
    
    245,064Other assets from discontinued operations
    
    
    28,643
    
    
    
    35,890Total Assets
    
    $
    18,865,490
    
    
    $
    18,896,321
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##### Table of Contents



CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS EQUITY
(In thousands)
 September 30,
    
    
    December 31,2007
    
    
    2006(Unaudited)
    
    
    (Audited)CURRENT LIABILITIESAccounts payable
    
    $
    125,089
    
    
    $
    151,577Accrued expenses
    
    
    910,431
    
    
    
    884,479Accrued interest
    
    
    88,166
    
    
    
    112,049Accrued income taxes
    
    
    61,432
    
    
    
    Current portion of long-term debt
    
    
    699,855
    
    
    
    336,375Deferred income
    
    
    174,067
    
    
    
    134,287Current liabilities from discontinued operations
    
    
    43,353
    
    
    
    45,079Total Current Liabilities
    
    
    2,102,393
    
    
    
    1,663,846Long-term debt
    
    
    6,320,624
    
    
    
    7,326,700Other long-term obligations
    
    
    121,012
    
    
    
    68,509Deferred income taxes
    
    
    764,594
    
    
    
    746,960Other long-term liabilities
    
    
    559,444
    
    
    
    673,953Long-term liabilities from discontinued operations
    
    
    30,872
    
    
    
    24,621Minority interest
    
    
    406,482
    
    
    
    349,391Commitments and contingent liabilities (Note 6)SHAREHOLDERS EQUITYCommon Stock
    
    
    49,806
    
    
    
    49,399Additional paid-in capital
    
    
    26,847,031
    
    
    
    26,745,687Retained deficit
    
    
    (18,716,335
    )
    
    
    (19,054,365
    )Accumulated other comprehensive income
    
    
    384,081
    
    
    
    304,975Cost of shares held in treasury
    
    
    (4,514
    )
    
    
    (3,355
    )Total Shareholders Equity
    
    
    8,560,069
    
    
    
    8,042,341Total Liabilities and Shareholders Equity
    
    $
    18,865,490
    
    
    $
    18,896,321
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##### Table of Contents



CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (UNAUDITED)
 (In thousands, except per share data)
 Nine Months Ended
    
    
    Three Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenue
    
    $
    4,987,754
    
    
    $
    4,694,259
    
    
    $
    1,726,780
    
    
    $
    1,639,824Operating expenses:Direct operating expenses (includes share-based payments
of $12,331, $12,140, $4,159 and $4,034 for the nine and
three months ended September 30, 2007 and 2006,
respectively, and excludes depreciation and amortization)
    
    
    1,976,875
    
    
    
    1,830,788
    
    
    
    683,830
    
    
    
    637,075Selling, general and administrative expenses (includes
share-based payments of $11,039, $12,584, $3,708 and
$4,190 for the nine and three months ended September 30,
2007 and 2006, respectively, and excludes depreciation and
amortization)
    
    
    1,265,539
    
    
    
    1,232,216
    
    
    
    421,311
    
    
    
    406,174Depreciation and amortization
    
    
    419,356
    
    
    
    436,158
    
    
    
    139,894
    
    
    
    147,076Corporate expenses (includes share-based payments of
$9,150, $7,995, $3,068 and $2,260 for the nine and three
months ended September 30, 2007 and 2006, respectively,
and excludes depreciation and amortization)
    
    
    138,234
    
    
    
    137,232
    
    
    
    47,040
    
    
    
    48,486Merger expenses
    
    
    6,372
    
    
    
    
    
    
    
    2,002
    
    
    
    Gain (loss) on disposition of assets  net
    
    
    10,474
    
    
    
    58,343
    
    
    
    (567
    )
    
    
    9,122Operating income
    
    
    1,191,852
    
    
    
    1,116,208
    
    
    
    432,136
    
    
    
    410,135Interest expense
    
    
    347,525
    
    
    
    365,950
    
    
    
    113,026
    
    
    
    128,276Gain (loss) on marketable securities
    
    
    661
    
    
    
    2,072
    
    
    
    676
    
    
    
    5,396Equity in earnings of nonconsolidated affiliates
    
    
    23,832
    
    
    
    25,305
    
    
    
    7,133
    
    
    
    8,681Other income (expense)  net
    
    
    (1,075
    )
    
    
    (5,858
    )
    
    
    (1,403
    )
    
    
    (601
    )Income before income taxes, minority interest and
discontinued operations
    
    
    867,745
    
    
    
    771,777
    
    
    
    325,516
    
    
    
    295,335Income tax benefit (expense):Current
    
    
    (162,464
    )
    
    
    (163,434
    )
    
    
    (2,480
    )
    
    
    (60,717
    )Deferred
    
    
    (128,614
    )
    
    
    (155,103
    )
    
    
    (54,760
    )
    
    
    (61,149
    )Income tax benefit (expense)
    
    
    (291,078
    )
    
    
    (318,537
    )
    
    
    (57,240
    )
    
    
    (121,866
    )Minority interest expense, net of tax
    
    
    27,206
    
    
    
    16,630
    
    
    
    11,961
    
    
    
    3,673Income before discontinued operations
    
    
    549,461
    
    
    
    436,610
    
    
    
    256,315
    
    
    
    169,796Income from discontinued operations, net
    
    
    68,487
    
    
    
    43,563
    
    
    
    23,421
    
    
    
    16,075Net income
    
    $
    617,948
    
    
    $
    480,173
    
    
    $
    279,736
    
    
    $
    185,871Other comprehensive income (loss), net of tax:Foreign currency translation adjustments
    
    
    77,018
    
    
    
    30,007
    
    
    
    31,129
    
    
    
    3,621Unrealized gain (loss) on securities and derivatives:Unrealized holding gain (loss) on marketable securities
    
    
    2,086
    
    
    
    (68,961
    )
    
    
    13,263
    
    
    
    (6,002
    )Unrealized holding gain (loss) on cash flow derivatives
    
    
    
    
    
    
    76,132
    
    
    
    
    
    
    
    15,131Comprehensive income
    
    $
    697,052
    
    
    $
    517,351
    
    
    $
    324,128
    
    
    $
    198,621Net income per common share:Income before discontinued operations  Basic
    
    $
    1.11
    
    
    $
    .87
    
    
    $
    .52
    
    
    $
    .34Discontinued operations  Basic
    
    
    .14
    
    
    
    .08
    
    
    
    .05
    
    
    
    .04Net income  Basic
    
    $
    1.25
    
    
    $
    .95
    
    
    $
    .57
    
    
    $
    .38Weighted
average common shares  basic
    
    
    494,261
    
    
    
    503,903
    
    
    
    494,568
    
    
    
    492,714Income before discontinued operations  Diluted
    
    $
    1.11
    
    
    $
    .87
    
    
    $
    .52
    
    
    $
    .34Discontinued operations  Diluted
    
    
    .14
    
    
    
    .08
    
    
    
    .04
    
    
    
    .04Net income  Diluted
    
    $
    1.25
    
    
    $
    .95
    
    
    $
    .56
    
    
    $
    .38Weighted
average common shares  diluted
    
    
    495,580
    
    
    
    504,726
    
    
    
    496,168
    
    
    
    493,578Dividends declared per share
    
    $
    .5625
    
    
    $
    .5625
    
    
    $
    .1875
    
    
    $
    .1875
  - 5 -




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##### Table of Contents



CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 (In thousands)
 Nine Months Ended September 30,2007
    
    
    2006Cash flows from operating activities:Net income
    
    $
    617,948
    
    
    $
    480,173(Income) loss from discontinued operations, net
    
    
    (68,487
    )
    
    
    (43,563
    )549,461
    
    
    
    436,610Reconciling items:Depreciation and amortization
    
    
    419,356
    
    
    
    436,158Deferred taxes
    
    
    128,614
    
    
    
    155,103(Gain) loss on disposal of assets
    
    
    (10,474
    )
    
    
    (58,343
    )(Gain) loss forward exchange contract
    
    
    11,924
    
    
    
    (18,899
    )(Gain) loss on trading securities
    
    
    (12,586
    )
    
    
    16,827Provision for doubtful accounts
    
    
    26,405
    
    
    
    23,390Share-based compensation
    
    
    32,520
    
    
    
    32,719Equity in earnings of nonconsolidated affiliates
    
    
    (23,832
    )
    
    
    (25,305
    )Other reconciling items  net
    
    
    29,433
    
    
    
    26,603Changes in operating assets and liabilities:Federal income tax refund
    
    
    
    
    
    
    133,336Decrease in income taxes receivable
    
    
    3,234
    
    
    
    28,421Changes in other operating assets and liabilities,
net of effects of acquisitions and dispositions
    
    
    (169,459
    )
    
    
    (88,421
    )Net cash provided by operating activities
    
    
    984,596
    
    
    
    1,098,199Cash flows from investing activities:Decrease (increase) in notes receivable  net
    
    
    (198
    )
    
    
    (1,953
    )Decrease (increase) in investments in and advances
to nonconsolidated affiliates  net
    
    
    26,848
    
    
    
    5,297Purchases of investments
    
    
    (422
    )
    
    
    (461
    )Purchases of property, plant and equipment
    
    
    (223,416
    )
    
    
    (226,615
    )Proceeds from disposal of assets
    
    
    20,069
    
    
    
    73,496Acquisition of operating assets, net of cash acquired
    
    
    (71,593
    )
    
    
    (270,614
    )Decrease (increase) in other  net
    
    
    (12,547
    )
    
    
    (53,750
    )Net cash used in investing activities
    
    
    (261,259
    )
    
    
    (474,600
    )Cash flows from financing activities:Draws on credit facilities
    
    
    618,372
    
    
    
    2,500,198Payments on credit facilities
    
    
    (1,026,040
    )
    
    
    (2,098,358
    )Proceeds from long-term debt
    
    
    14,680
    
    
    
    778,455Payments on long-term debt
    
    
    (277,523
    )
    
    
    (111,827
    )Payments for purchase of common shares
    
    
    (435
    )
    
    
    (1,371,462
    )Payment on forward exchange contract
    
    
    
    
    
    
    (83,132
    )Proceeds from exercise of stock options, stock
purchase plan, common stock warrants and other
    
    
    77,295
    
    
    
    26,488Dividends paid
    
    
    (279,008
    )
    
    
    (290,411
    )Net cash used in financing activities
    
    
    (872,659
    )
    
    
    (650,049
    )Cash flows from discontinued operations:Net cash provided by operating activities
    
    
    50,230
    
    
    
    84,598Net cash provided by (used in) investing activities
    
    
    107,175
    
    
    
    (35,689
    )Net cash provided by (used in) financing activities
    
    
    
    
    
    
    Net cash provided by discontinued operations
    
    
    157,405
    
    
    
    48,909Net (decrease) increase in cash and cash equivalents
    
    
    8,083
    
    
    
    22,459Cash and cash equivalents at beginning of period
    
    
    116,000
    
    
    
    84,337Cash and cash equivalents at end of period
    
    $
    124,083
    
    
    $
    106,796
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##### 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 -




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Nine Months
    
    
    Three Months(In thousands)
    
    2007
    
    
    2006
    
    
    2007
    
    
    2006Revenue
    
    $
    416,909
    
    
    $
    461,294
    
    
    $
    132,470
    
    
    $
    156,932Income before income taxes
    
    $
    109,120
    
    
    $
    70,258
    
    
    $
    46,621
    
    
    $
    25,923
   (In thousands)
    
    September 30,
    
    
    December 31,2007
    
    
    2006AssetsAccounts receivable, net
    
    $
    75,437
    
    
    $
    75,490Other current assets
    
    
    23,188
    
    
    
    20,887Total current assets
    
    $
    98,625
    
    
    $
    96,377Land, buildings and improvements
    
    $
    107,120
    
    
    $
    133,203Transmitter and studio equipment
    
    
    279,013
    
    
    
    300,810Other property, plant and equipment
    
    
    35,181
    
    
    
    43,197Less accumulated depreciation
    
    
    (191,305
    )
    
    
    (205,664
    )Property, plant and equipment, net
    
    $
    230,009
    
    
    $
    271,546Definite-lived intangibles, net
    
    $
    300
    
    
    $
    335Licenses
    
    
    128,963
    
    
    
    134,082Goodwill
    
    
    364,746
    
    
    
    412,193Total intangible assets
    
    $
    494,009
    
    
    $
    546,610Film rights
    
    $
    20,308
    
    
    $
    20,442Other long-term assets
    
    
    8,335
    
    
    
    15,448Total non current assets
    
    $
    28,643
    
    
    $
    35,890LiabilitiesAccounts payable and accrued expenses
    
    $
    9,987
    
    
    $
    13,911Film liability
    
    
    21,243
    
    
    
    21,765Other current liabilities
    
    
    12,123
    
    
    
    9,403Total current liabilities
    
    $
    43,353
    
    
    $
    45,079Film liability
    
    
    21,896
    
    
    
    22,158Other long-term liabilities
    
    
    8,976
    
    
    
    2,463Total long-term liabilities
    
    $
    30,872
    
    
    $
    24,621
 Recent Accounting Pronouncements
 The Fair Value Option for Financial Assets and
Financial Liabilities  including an amendment of FASB Statement No. 115
 - 8 -




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Fair Value
Measurements, Disclosures about Fair Value of Financial Instruments.
 New Accounting Standard
 Accounting for
Uncertainty in Income Taxes
       (In thousands)
    
    September 30, 2007
    
    
    December 31, 2006Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationTransit, street
furniture, and other
outdoor contractual
rights
    
    $
    860,276
    
    
    $
    596,450
    
    
    $
    821,364
    
    
    $
    530,063Talent contracts
    
    
    125,270
    
    
    
    125,270
    
    
    
    125,270
    
    
    
    115,537Representation contracts
    
    
    376,206
    
    
    
    202,613
    
    
    
    349,493
    
    
    
    175,658Other
    
    
    90,884
    
    
    
    45,410
    
    
    
    121,179
    
    
    
    73,566Total
    
    $
    1,452,636
    
    
    $
    969,743
    
    
    $
    1,417,306
    
    
    $
    894,824
 - 9 -




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(In thousands)2008
    
    $
    86,0762009
    
    
    73,2942010
    
    
    52,4352011
    
    
    42,1062012
    
    
    37,319
     Goodwill
  Americas
    
    
    International(In thousands)
    
    Radio
    
    
    Outdoor
    
    
    Outdoor
    
    
    Other
    
    
    TotalBalance as of December 31, 2006
    
    $
    5,984,512
    
    
    $
    667,986
    
    
    $
    425,630
    
    
    $
    577
    
    
    $
    7,078,705Acquisitions
    
    
    6,565
    
    
    
    9,094
    
    
    
    7,410
    
    
    
    1,994
    
    
    
    25,063Dispositions
    
    
    (4,909
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,909
    )Foreign currency
    
    
    
    
    
    
    148
    
    
    
    27,105
    
    
    
    
    
    
    
    27,253Adjustments
    
    
    (97,597
    )
    
    
    (90
    )
    
    
    
    
    
    
    
    
    
    
    (97,687
    )Balance as of September 30, 2007
    
    $
    5,888,571
    
    
    $
    677,138
    
    
    $
    460,145
    
    
    $
    2,571
    
    
    $
    7,028,425
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##### 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 -




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##### Table of Contents



(In thousands)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Corporate,Merger andAmericas
    
    
    International
    
    
    
    
    
    
    Gain onRadio
    
    
    Outdoor
    
    
    Outdoor
    
    
    
    
    
    
    disposition ofBroadcasting
    
    
    Advertising
    
    
    Advertising
    
    
    Other
    
    
    assets - net
    
    
    Eliminations
    
    
    ConsolidatedNine Months Ended September 30, 2007Revenue
    
    $
    2,572,405
    
    
    $
    1,080,219
    
    
    $
    1,264,891
    
    
    $
    165,262
    
    
    $
    
    
    
    $
    (95,023
    )
    
    $
    4,987,754Direct operating expenses
    
    
    704,728
    
    
    
    427,138
    
    
    
    830,682
    
    
    
    62,883
    
    
    
    
    
    
    
    (48,556
    )
    
    
    1,976,875Selling, general and
administrative expenses
    
    
    842,559
    
    
    
    167,004
    
    
    
    226,314
    
    
    
    76,129
    
    
    
    
    
    
    
    (46,467
    )
    
    
    1,265,539Depreciation and amortization
    
    
    81,396
    
    
    
    140,885
    
    
    
    152,731
    
    
    
    32,171
    
    
    
    12,173
    
    
    
    
    
    
    
    419,356Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    138,234
    
    
    
    
    
    
    
    138,234Merger expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,372
    
    
    
    
    
    
    
    6,372Gain on disposition of assets  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,474
    
    
    
    
    
    
    
    10,474Operating income (loss)
    
    $
    943,722
    
    
    $
    345,192
    
    
    $
    55,164
    
    
    $
    (5,921
    )
    
    $
    (146,305
    )
    
    $
    
    
    
    $
    1,191,852Intersegment revenues
    
    $
    33,186
    
    
    $
    9,489
    
    
    $
    
    
    
    $
    52,348
    
    
    $
    
    
    
    $
    
    
    
    $
    95,023Identifiable assets
    
    $
    11,581,709
    
    
    $
    2,816,825
    
    
    $
    2,542,316
    
    
    $
    746,236
    
    
    $
    327,118
    
    
    $
    
    
    
    $
    18,014,204Capital expenditures
    
    $
    52,135
    
    
    $
    76,795
    
    
    $
    88,361
    
    
    $
    6,125
    
    
    $
    
    
    
    $
    
    
    
    $
    223,416Share-based payments
    
    $
    16,751
    
    
    $
    5,451
    
    
    $
    1,168
    
    
    $
    
    
    
    $
    9,150
    
    
    $
    
    
    
    $
    32,520Nine Months Ended September 30, 2006Revenue
    
    $
    2,546,052
    
    
    $
    965,733
    
    
    $
    1,101,293
    
    
    $
    170,317
    
    
    $
    
    
    
    $
    (89,136
    )
    
    $
    4,694,259Direct operating expenses
    
    
    712,860
    
    
    
    382,401
    
    
    
    719,987
    
    
    
    61,992
    
    
    
    
    
    
    
    (46,452
    )
    
    
    1,830,788Selling, general and
administrative expenses
    
    
    841,861
    
    
    
    150,846
    
    
    
    202,212
    
    
    
    79,981
    
    
    
    
    
    
    
    (42,684
    )
    
    
    1,232,216Depreciation and amortization
    
    
    89,159
    
    
    
    129,382
    
    
    
    169,888
    
    
    
    33,430
    
    
    
    14,299
    
    
    
    
    
    
    
    436,158Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    137,232
    
    
    
    
    
    
    
    137,232Gain on disposition of assets  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    58,343
    
    
    
    
    
    
    
    58,343Operating income (loss)
    
    $
    902,172
    
    
    $
    303,104
    
    
    $
    9,206
    
    
    $
    (5,086
    )
    
    $
    (93,188
    )
    
    $
    
    
    
    $
    1,116,208Intersegment revenues
    
    $
    30,244
    
    
    $
    6,770
    
    
    $
    
    
    
    $
    52,122
    
    
    $
    
    
    
    $
    
    
    
    $
    89,136Identifiable assets
    
    $
    11,711,339
    
    
    $
    2,764,509
    
    
    $
    2,265,066
    
    
    $
    679,931
    
    
    $
    564,442
    
    
    $
    
    
    
    $
    17,985,287Capital expenditures
    
    $
    59,241
    
    
    $
    60,367
    
    
    $
    103,613
    
    
    $
    3,394
    
    
    $
    
    
    
    $
    
    
    
    $
    226,615Share-based payments
    
    $
    18,928
    
    
    $
    3,560
    
    
    $
    994
    
    
    $
    1,242
    
    
    $
    7,995
    
    
    $
    
    
    
    $
    32,719Three Months Ended September 30, 2007Revenue
    
    $
    882,152
    
    
    $
    386,353
    
    
    $
    431,188
    
    
    $
    58,458
    
    
    $
    
    
    
    $
    (31,371
    )
    
    $
    1,726,780Direct operating expenses
    
    
    242,686
    
    
    
    147,339
    
    
    
    287,133
    
    
    
    21,282
    
    
    
    
    
    
    
    (14,610
    )
    
    
    683,830Selling, general and
administrative expenses
    
    
    281,632
    
    
    
    56,636
    
    
    
    74,592
    
    
    
    25,212
    
    
    
    
    
    
    
    (16,761
    )
    
    
    421,311Depreciation and amortization
    
    
    24,966
    
    
    
    47,692
    
    
    
    52,101
    
    
    
    11,192
    
    
    
    3,943
    
    
    
    
    
    
    
    139,894Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,040
    
    
    
    
    
    
    
    47,040Merger expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,002
    
    
    
    
    
    
    
    2,002Gain on disposition of assets  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (567
    )
    
    
    
    
    
    
    (567
    )Operating income (loss)
    
    $
    332,868
    
    
    $
    134,686
    
    
    $
    17,362
    
    
    $
    772
    
    
    $
    (53,552
    )
    
    $
    
    
    
    $
    432,136Intersegment revenues
    
    $
    10,557
    
    
    $
    2,755
    
    
    $
    
    
    
    $
    18,059
    
    
    $
    
    
    
    $
    
    
    
    $
    31,371Share-based payments
    
    $
    5,610
    
    
    $
    1,859
    
    
    $
    398
    
    
    $
    
    
    
    $
    3,068
    
    
    $
    
    
    
    $
    10,935
 - 13 -




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##### Table of Contents



(In thousands)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Corporate,Merger andAmericas
    
    
    International
    
    
    
    
    
    
    Gain onRadio
    
    
    Outdoor
    
    
    Outdoor
    
    
    
    
    
    
    disposition ofBroadcasting
    
    
    Advertising
    
    
    Advertising
    
    
    Other
    
    
    assets - net
    
    
    Eliminations
    
    
    ConsolidatedThree Months Ended September 30, 2006Revenue
    
    $
    890,219
    
    
    $
    356,384
    
    
    $
    363,870
    
    
    $
    58,506
    
    
    $
    
    
    
    $
    (29,155
    )
    
    $
    1,639,824Direct operating expenses
    
    
    246,599
    
    
    
    133,468
    
    
    
    250,365
    
    
    
    20,266
    
    
    
    
    
    
    
    (13,623
    )
    
    
    637,075Selling, general and
administrative expenses
    
    
    275,844
    
    
    
    52,029
    
    
    
    66,395
    
    
    
    27,438
    
    
    
    
    
    
    
    (15,532
    )
    
    
    406,174Depreciation and
amortization
    
    
    29,100
    
    
    
    45,897
    
    
    
    56,226
    
    
    
    10,748
    
    
    
    5,105
    
    
    
    
    
    
    
    147,076Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48,486
    
    
    
    
    
    
    
    48,486Gain on disposition of
assets  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,122
    
    
    
    
    
    
    
    9,122Operating income (loss)
    
    $
    338,676
    
    
    $
    124,990
    
    
    $
    (9,116
    )
    
    $
    54
    
    
    $
    (44,469
    )
    
    $
    
    
    
    $
    410,135Intersegment revenues
    
    $
    10,136
    
    
    $
    1,852
    
    
    $
    
    
    
    $
    17,167
    
    
    $
    
    
    
    $
    
    
    
    $
    29,155Share-based payments
    
    $
    6,309
    
    
    $
    1,173
    
    
    $
    328
    
    
    $
    414
    
    
    $
    2,260
    
    
    $
    
    
    
    $
    10,484
     - 14 -




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##### Table of Contents



Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Approved 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 -




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Radio Broadcasting
      Americas and International Outdoor Advertising
     - 16 -




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##### Table of Contents



FAS 123(R), Share-Based Payment
  Three Months ended September 30,
    
    
    Nine Months ended September 30,(In millions)
    
    2007
    
    
    2006
    
    
    2007
    
    
    2006Radio BroadcastingDirect Operating Expenses
    
    $
    2.5
    
    
    $
    2.7
    
    
    $
    7.5
    
    
    $
    8.3SG&A
    
    
    3.1
    
    
    
    3.6
    
    
    
    9.2
    
    
    
    10.6Americas Outdoor AdvertisingDirect Operating Expenses
    
    $
    1.3
    
    
    $
    0.9
    
    
    $
    3.9
    
    
    $
    2.6SG&A
    
    
    0.5
    
    
    
    0.3
    
    
    
    1.5
    
    
    
    0.9International Outdoor AdvertisingDirect Operating Expenses
    
    $
    0.3
    
    
    $
    0.2
    
    
    $
    0.9
    
    
    $
    0.6SG&A
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.3
    
    
    
    0.3OtherDirect Operating Expenses
    
    $
    
    
    
    $
    0.2
    
    
    $
    
    
    
    $
    0.6SG&A
    
    
    
    
    
    
    0.2
    
    
    
    
    
    
    
    0.8Corporate
    
    $
    3.1
    
    
    $
    2.3
    
    
    $
    9.2
    
    
    $
    8.0
 - 17 -




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##### Table of Contents



The comparison of Three and Nine Months Ended September 30, 2007 to Three and Nine Months Ended
September 30, 2006 is as follows:
 (In thousands)
    
    Three Months Ended
    
    
    
    
    
    
    Nine Months EndedSeptember 30,
    
    
    %
    
    
    September 30,
    
    
    %2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    ChangeRevenue
    
    $
    1,726,780
    
    
    $
    1,639,824
    
    
    
    5
    %
    
    $
    4,987,754
    
    
    $
    4,694,259
    
    
    
    6
    %Operating expenses:Direct operating expenses
    
    
    683,830
    
    
    
    637,075
    
    
    
    7
    %
    
    
    1,976,875
    
    
    
    1,830,788
    
    
    
    8
    %Selling, general and administrative expenses
    
    
    421,311
    
    
    
    406,174
    
    
    
    4
    %
    
    
    1,265,539
    
    
    
    1,232,216
    
    
    
    3
    %Depreciation and amortization
    
    
    139,894
    
    
    
    147,076
    
    
    
    (5
    %)
    
    
    419,356
    
    
    
    436,158
    
    
    
    (4
    %)Corporate expenses
    
    
    47,040
    
    
    
    48,486
    
    
    
    (3
    %)
    
    
    138,234
    
    
    
    137,232
    
    
    
    1
    %Merger expenses
    
    
    2,002
    
    
    
    
    
    
    
    
    
    
    
    6,372
    
    
    
    Gain (loss) on disposition of assets  net
    
    
    (567
    )
    
    
    9,122
    
    
    
    
    
    
    
    10,474
    
    
    
    58,343Operating income
    
    
    432,136
    
    
    
    410,135
    
    
    
    5
    %
    
    
    1,191,852
    
    
    
    1,116,208
    
    
    
    7
    %Interest expense
    
    
    113,026
    
    
    
    128,276
    
    
    
    
    
    
    
    347,525
    
    
    
    365,950Gain (loss) on marketable securities
    
    
    676
    
    
    
    5,396
    
    
    
    
    
    
    
    661
    
    
    
    2,072Equity in earnings of nonconsolidated
affiliates
    
    
    7,133
    
    
    
    8,681
    
    
    
    
    
    
    
    23,832
    
    
    
    25,305Other income (expense)  net
    
    
    (1,403
    )
    
    
    (601
    )
    
    
    
    
    
    
    (1,075
    )
    
    
    (5,858
    )Income before income taxes, minority interest
and discontinued operations
    
    
    325,516
    
    
    
    295,335
    
    
    
    
    
    
    
    867,745
    
    
    
    771,777Income tax benefit (expense):Current
    
    
    (2,480
    )
    
    
    (60,717
    )
    
    
    
    
    
    
    (162,464
    )
    
    
    (163,434
    )Deferred
    
    
    (54,760
    )
    
    
    (61,149
    )
    
    
    
    
    
    
    (128,614
    )
    
    
    (155,103
    )Income tax benefit (expense)
    
    
    (57,240
    )
    
    
    (121,866
    )
    
    
    
    
    
    
    (291,078
    )
    
    
    (318,537
    )Minority interest expense, net of tax
    
    
    11,961
    
    
    
    3,673
    
    
    
    
    
    
    
    27,206
    
    
    
    16,630Income before discontinued operations
    
    
    256,315
    
    
    
    169,796
    
    
    
    
    
    
    
    549,461
    
    
    
    436,610Income from discontinued operations, net
    
    
    23,421
    
    
    
    16,075
    
    
    
    
    
    
    
    68,487
    
    
    
    43,563Net income
    
    $
    279,736
    
    
    $
    185,871
    
    
    
    
    
    
    $
    617,948
    
    
    $
    480,173
 Consolidated Revenue
 Three Months
  Nine Months
  Consolidated Direct Operating Expenses
 Three Months
  - 18 -




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##### Table of Contents



Nine Months
  Consolidated Selling, General and Administrative Expenses, or SG&A
 Three Months
  Nine Months
  Gain (loss) on Disposition of Assets  Net
   Interest Expense
  Gain (loss) on marketable securities
   - 19 -




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##### Table of Contents



Income Tax Benefit (Expense)
 Three Months
   Nine Months
   Segment Revenue and Divisional Operating Expenses
 Radio Broadcasting
 (In thousands)
    
    Three Months Ended
    
    
    
    
    
    
    Nine Months EndedSeptember 30,
    
    
    %
    
    
    September 30,
    
    
    %2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    ChangeRevenue
    
    $
    882,152
    
    
    $
    890,219
    
    
    
    (1)%
    
    
    $
    2,572,405
    
    
    $
    2,546,052
    
    
    
    1%Direct operating expenses
    
    
    242,686
    
    
    
    246,599
    
    
    
    (2)%
    
    
    
    704,728
    
    
    
    712,860
    
    
    
    (1)%Selling, general and
administrative expenses
    
    
    281,632
    
    
    
    275,844
    
    
    
    2%
    
    
    
    842,559
    
    
    
    841,861
    
    
    
    0%Depreciation and amortization
    
    
    24,966
    
    
    
    29,100
    
    
    
    (14)%
    
    
    
    81,396
    
    
    
    89,159
    
    
    
    (9)%Operating income
    
    $
    332,868
    
    
    $
    338,676
    
    
    
    (2)%
    
    
    $
    943,722
    
    
    $
    902,172
    
    
    
    5%
 Three Months
   Nine Months
  - 20 -




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##### Table of Contents



Americas Outdoor Advertising
 (In thousands)
    
    Three Months Ended
    
    
    
    
    
    
    Nine Months EndedSeptember 30,
    
    
    %
    
    
    September 30,
    
    
    %2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    ChangeRevenue
    
    $
    386,353
    
    
    $
    356,384
    
    
    
    8%
    
    
    $
    1,080,219
    
    
    $
    965,733
    
    
    
    12%Direct operating expenses
    
    
    147,339
    
    
    
    133,468
    
    
    
    10%
    
    
    
    427,138
    
    
    
    382,401
    
    
    
    12%Selling, general and
administrative expenses
    
    
    56,636
    
    
    
    52,029
    
    
    
    9%
    
    
    
    167,004
    
    
    
    150,846
    
    
    
    11%Depreciation and amortization
    
    
    47,692
    
    
    
    45,897
    
    
    
    4%
    
    
    
    140,885
    
    
    
    129,382
    
    
    
    9%Operating income
    
    $
    134,686
    
    
    $
    124,990
    
    
    
    8%
    
    
    $
    345,192
    
    
    $
    303,104
    
    
    
    14%
 Three Months
   Nine Months
   International Outdoor Advertising
 (In thousands)
    
    Three Months Ended
    
    
    
    
    
    
    Nine Months EndedSeptember 30,
    
    
    %
    
    
    September 30,
    
    
    %2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    ChangeRevenue
    
    $
    431,188
    
    
    $
    363,870
    
    
    
    19%
    
    
    $
    1,264,891
    
    
    $
    1,101,293
    
    
    
    15%Direct operating expenses
    
    
    287,133
    
    
    
    250,365
    
    
    
    15%
    
    
    
    830,682
    
    
    
    719,987
    
    
    
    15%Selling, general and
administrative expenses
    
    
    74,592
    
    
    
    66,395
    
    
    
    12%
    
    
    
    226,314
    
    
    
    202,212
    
    
    
    12%Depreciation and amortization
    
    
    52,101
    
    
    
    56,226
    
    
    
    (7)%
    
    
    
    152,731
    
    
    
    169,888
    
    
    
    (10)%Operating income
    
    $
    17,362
    
    
    $
    (9,116
    )
    
    NA
    
    $
    55,164
    
    
    $
    9,206
    
    
    
    499%
 Three Months
  - 21 -




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Nine Months
   Reconciliation of Segment Operating Income (Loss) to Consolidated Operating Income
 (In thousands)
    
    Three Months ended September 30,
    
    
    Nine Months ended September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Radio Broadcasting
    
    $
    332,868
    
    
    $
    338,676
    
    
    $
    943,722
    
    
    $
    902,172Americas Outdoor Advertising
    
    
    134,686
    
    
    
    124,990
    
    
    
    345,192
    
    
    
    303,104International Outdoor Advertising
    
    
    17,362
    
    
    
    (9,116
    )
    
    
    55,164
    
    
    
    9,206Other
    
    
    772
    
    
    
    54
    
    
    
    (5,921
    )
    
    
    (5,086
    )Gain on disposition of assets  net
    
    
    (567
    )
    
    
    9,122
    
    
    
    10,474
    
    
    
    58,343Corporate
    
    
    (52,985
    )
    
    
    (53,591
    )
    
    
    (156,779
    )
    
    
    (151,531
    )Consolidated operating income
    
    $
    432,136
    
    
    $
    410,135
    
    
    $
    1,191,852
    
    
    $
    1,116,208
 LIQUIDITY AND CAPITAL RESOURCES
 Cash Flows
 (In thousands)
    
    Nine Months Ended September 30,2007
    
    
    2006Cash provided by (used in):Operating activities
    
    $
    984,596
    
    
    $
    1,098,199Investing activities
    
    $
    (261,259
    )
    
    $
    (474,600
    )Financing activities
    
    $
    (872,659
    )
    
    $
    (650,049
    )Discontinued operations
    
    $
    157,405
    
    
    $
    48,909
 Operating Activities
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Investing Activities
  Financing Activities
  Discontinued Operations
  Disposition of Assets
  Anticipated Cash Requirements
    (In millions)
    
    September 30,
    
    
    December 31,2007
    
    
    2006Credit facilities
    
    $
    593.0
    
    
    $
    966.5Long-term bonds (a)
    
    
    6,297.7
    
    
    
    6,531.6Other borrowings
    
    
    129.7
    
    
    
    164.9Total Debt
    
    
    7,020.4
    
    
    
    7,663.0Less: Cash and cash equivalents
    
    
    124.1
    
    
    
    116.0$
    6,896.3
    
    
    $
    7,547.0
 
 (a)
    
    Includes $4.3 million and $7.1 million at September 30, 2007 and December 31, 2006,
respectively, in unamortized fair value purchase accounting adjustment premiums related to
the merger with AMFM. Also includes negative $12.3 million and $29.8 million related to
fair value adjustments for interest rate swap agreements at September 30, 2007 and
December 31, 2006, respectively. Credit Facility
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Shelf Registration
  Debt Covenants
        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
    
    93.4July 27, 2007
    
    0.1875
    
    September 30, 2007
    
    October 15, 2007
    
    93.4
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Acquisitions
  Capital Expenditures
  (In millions)
    
    Nine Months Ended September 30, 2007 Capital ExpendituresAmericas
    
    
    InternationalOutdoor
    
    
    Outdoor
    
    
    Corporate andRadio
    
    
    Advertising
    
    
    Advertising
    
    
    Other
    
    
    TotalNon-revenue producing
    
    $
    52.1
    
    
    $
    23.3
    
    
    $
    30.4
    
    
    $
    6.1
    
    
    $
    111.9Revenue producing
    
    
    
    
    
    
    53.5
    
    
    
    58.0
    
    
    
    
    
    
    
    111.5$
    52.1
    
    
    $
    76.8
    
    
    $
    88.4
    
    
    $
    6.1
    
    
    $
    223.4
 Commitments, Contingencies and Guarantees
   Debt Maturities
   Interest Rate Risk
   Equity Price Risk
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Foreign Currency
    Recent Accounting Pronouncements
 The Fair Value Option for Financial
Assets and Financial Liabilities  including an amendment of FASB Statement No. 115 Fair Value Measurements, Disclosures about Fair Value of Financial
Instruments.
 Inflation
  Ratio of Earnings to Fixed Charges
  Nine Months EndedSeptember 30,
    
    Year Ended December 31,2007
    
    2006
    
    2006
    
    2005
    
    2004
    
    2003
    
    20022.32
    
    
    2.15
    
    
    
    2.22
    
    
    
    2.20
    
    
    
    2.69
    
    
    
    3.49
    
    
    
    2.38
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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 occurrence of any event, change or other circumstance that could give rise to
the termination of agreements to sell our radio and television assets;
    
    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.
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
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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.
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Item 1A. Risk Factors
   
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
   Total Number ofShares Purchased as
    
    Maximum Dollar ValueTotal Number
    
    Average
    
    Part of Publicly
    
    of Shares that May Yetof Shares
    
    Price Paid per
    
    Announced
    
    Be Purchased Under thePeriod
    
    Purchased
    
    Share
    
    Programs
    
    ProgramsJuly 1 through
July 31
    
    
    340
    
    
    $
    36.90
    
    
    
    -0-
    
    
    $
    1,000,000,000August 1 through
August 31
    
    
    431
    
    
    $
    36.55
    
    
    
    -0-
    
    
    $
    1,000,000,000September 1 through
September 30
    
    
    168
    
    
    $
    37.51
    
    
    
    -0-
    
    
    $
    -0-Total
    
    
    939
    
    
    
    
    
    
    
    -0-
    
    
    $
    -0-
 
 Item 4. Submission of Matters to a Vote of Security Holders
  1.
    
    To consider and vote upon a proposal to approve and adopt the Agreement and Plan of
Merger, dated as of November 16, 2006, by and among Clear Channel, BT Triple Crown Merger
Co., Inc. (Merger Sub), B Triple Crown Finco, LLC and T Triple Crown Finco, LLC
(together with B Triple Crown Finco, LLC, the Fincos), as amended by Amendment No. 1
thereto, dated April 18, 2007, by and among Clear Channel, Merger Sub and the Fincos, and
as further amended by Amendment No. 2 thereto, dated May 17, 2007, by and among Clear
Channel, Merger Sub, the Fincos and CC Media Holdings, Inc. (as amended, the merger
agreement);2.
    
    To consider and vote upon a proposal to adjourn or postpone the special meeting, if
necessary or appropriate, to solicit additional proxies if there are insufficient votes
at the time of the special meeting to approve and adopt the merger agreement, as
amended; and3.
    
    To transact such other business that may properly come before the special meeting
or any adjournment or postponement thereof.
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Proposal No. 1
 For
    
    Against
    
    Abstain
    
    Not Voted364,084,022
    
    
    5,814,983
    
    
    
    3,277,672
    
    
    124,769,494
 Proposal No. 2
 For
    
    Against
    
    Abstain
    
    Not Voted342,230,682
    
    
    27,673,532
    
    
    
    3,272,463
    
    
    124,769,494
 Proposal No. 3
 For
    
    Against
    
    Abstain
    
    Not Voted199,440,775
    
    
    132,533,707
    
    
    
    41,202,195
    
    
    124,769,494
 
 Item 6. Exhibits
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Signatures
  CLEAR CHANNEL COMMUNICATIONS, INC.November 9, 2007
    /s/ Randall T. MaysRandall T. MaysPresident and
Chief Financial OfficerNovember 9, 2007
    /s/ Herbert W. Hill, Jr.Herbert W. Hill, Jr.Senior Vice President and
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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).
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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).
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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).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.
 - 35 -