##### Table of Contents



FORM 10-Q
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 QUARTERLY REPORT PURSUANT TO SECTION 13 AND 15(D)OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarter ended June 30, 2005
    
    Commission file number 1-9645
 CLEAR CHANNEL COMMUNICATIONS, INC.
  Texas
    
    74-1787539(State of Incorporation)
    
    (I.R.S. Employer Identification No.)
 200 East Basse Road
San Antonio, Texas 78209
(210) 822-2828
 
 þ o
 þ o
  Class
    
    Outstanding at August 5, 2005Common Stock, $.10 par value
    
    542,642,603




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CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
 INDEX
 Page No.Part I  Financial InformationItem 1. Unaudited Financial StatementsConsolidated Balance Sheets at June 30, 2005 and December 31, 2004
    
    
    3Consolidated Statements of Operations for the six and three months ended June 30, 2005 and 2004
    
    
    5Consolidated Statements of Cash Flows for the six months ended June 30, 2005 and 2004
    
    
    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 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    28Item 4. Submission of Matters to a Vote of Security Holders
    
    
    29Item 6. Exhibits
    
    
    29Signatures
    
    
    30Index to Exhibits
    
    
    31Statement 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)
 June 30,
    
    December 31,2005
    
    2004(Unaudited)
    
    (Audited)Current AssetsCash and cash equivalents
    
    $
    321,304
    
    
    $
    210,476Accounts receivable, less allowance of $58,162 at June 30,
2005 and $57,574 December 31, 2004
    
    
    1,727,884
    
    
    
    1,658,650Prepaid expenses
    
    
    392,570
    
    
    
    213,387Other current assets
    
    
    258,831
    
    
    
    187,409Total Current Assets
    
    
    2,700,589
    
    
    
    2,269,922Property, Plant and EquipmentLand, buildings and improvements
    
    
    1,726,602
    
    
    
    1,740,990Structures
    
    
    3,036,170
    
    
    
    3,110,233Towers, transmitter and studio equipment
    
    
    868,419
    
    
    
    845,295Furniture and other equipment
    
    
    752,540
    
    
    
    779,632Construction in progress
    
    
    143,763
    
    
    
    95,3056,527,494
    
    
    
    6,571,455Less accumulated depreciation
    
    
    2,565,886
    
    
    
    2,447,1813,961,608
    
    
    
    4,124,274Intangible AssetsDefinite-lived intangibles, net
    
    
    559,199
    
    
    
    629,663Indefinite-lived intangibles  licenses
    
    
    4,311,783
    
    
    
    4,323,297Indefinite-lived intangibles  permits
    
    
    212,485
    
    
    
    211,690Goodwill
    
    
    7,205,944
    
    
    
    7,220,444Other AssetsNotes receivable
    
    
    14,811
    
    
    
    16,801Investments in, and advances to, nonconsolidated affiliates
    
    
    400,716
    
    
    
    395,371Other assets
    
    
    363,945
    
    
    
    348,898Other investments
    
    
    359,662
    
    
    
    387,589Total Assets
    
    $
    20,090,742
    
    
    $
    19,927,949
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##### Table of Contents



CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS EQUITY
(In thousands)
 June 30,
    
    December 31,2005
    
    2004(Unaudited)
    
    (Audited)Current LiabilitiesAccounts payable and accrued expenses
    
    $
    1,347,862
    
    
    $
    1,295,106Accrued interest
    
    
    112,592
    
    
    
    95,525Accrued income taxes
    
    
    109,669
    
    
    
    34,683Current portion of long-term debt
    
    
    370,406
    
    
    
    417,275Deferred income
    
    
    663,338
    
    
    
    317,682Other current liabilities
    
    
    14,202
    
    
    
    24,281Total Current Liabilities
    
    
    2,618,069
    
    
    
    2,184,552Long-term debt
    
    
    7,526,322
    
    
    
    6,962,560Other long-term obligations
    
    
    188,426
    
    
    
    283,937Deferred income taxes
    
    
    336,194
    
    
    
    237,827Other long-term liabilities
    
    
    695,103
    
    
    
    703,766Minority interest
    
    
    64,562
    
    
    
    67,229Shareholders EquityCommon stock
    
    
    54,198
    
    
    
    56,757Additional paid-in capital
    
    
    28,348,014
    
    
    

    29,183,595Accumulated deficit
    
    
    (19,835,732
    )
    
    
    (19,933,777
    )Accumulated other comprehensive income
    
    
    103,205
    
    
    
    194,590Other
    
    
    
    
    
    
    (213
    )Cost of shares held in treasury
    
    
    (7,619
    )
    
    
    (12,874
    )Total shareholders equity
    
    
    8,662,066
    
    
    
    9,488,078Total Liabilities and Shareholders Equity
    
    $
    20,090,742
    
    
    $
    19,927,949
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##### 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 30,2005
    
    2004
    
    2005
    
    2004Revenue
    
    $
    4,343,691
    
    
    $
    4,454,600
    
    
    $
    2,458,751
    
    
    $
    2,485,034Operating expenses:Divisional operating expenses (excludes non-cash
compensation expenses of $212, $493, $-0- and $232 for
the six and three months ended June 30, 2005 and 2004,
respectively)
    
    
    3,270,234
    
    
    
    3,260,031
    
    
    
    1,790,492
    
    
    
    1,760,313Non-cash compensation expense
    
    
    3,439
    
    
    
    1,833
    
    
    
    1,675
    
    
    
    915Depreciation and amortization
    
    
    341,383
    
    
    
    340,912
    
    
    
    167,991
    
    
    
    167,754Corporate expenses (excludes non-cash compensation
expenses of $3,227, $1,340, $1,675 and $683 for the six
and three months ended June 30, 2005 and 2004,
respectively)
    
    
    99,573
    
    
    
    95,945
    
    
    
    48,156
    
    
    
    46,581Operating income
    
    
    629,062
    
    
    
    755,879
    
    
    
    450,437
    
    
    
    509,471Interest expense
    
    
    212,270
    
    
    
    175,208
    
    
    
    105,487
    
    
    
    85,403Gain (loss) on marketable securities
    
    
    537
    
    
    
    44,220
    
    
    
    1,610
    
    
    
    (5,503
    )Equity in earnings of nonconsolidated affiliates
    
    
    15,977
    
    
    
    17,310
    
    
    
    9,834
    
    
    
    10,635Other income (expense)  net
    
    
    10,684
    
    
    
    (19,964
    )
    
    
    8,453
    
    
    
    (2,694
    )Income before income taxes
    
    
    443,990
    
    
    
    622,237
    
    
    
    364,847
    
    
    
    426,506Income tax (expense) benefit:Current
    
    
    (109,390
    )
    
    
    (252,873
    )
    
    
    (108,051
    )
    
    
    (106,888
    )Deferred
    
    
    (65,986
    )
    
    
    866
    
    
    
    (36,064
    )
    
    
    (65,848
    )Net income
    
    
    268,614
    
    
    
    370,230
    
    
    
    220,732
    
    
    
    253,770Other comprehensive income, net of tax:Foreign currency translation adjustments
    
    
    (94,569
    )
    
    
    (27,001
    )
    
    
    (51,026
    )
    
    
    (29,915
    )Unrealized gain (loss) on securities:Unrealized holding gain (loss) on marketable securities
    
    
    (18,973
    )
    
    
    (7,353
    )
    
    
    12,058
    
    
    
    (1,176
    )Unrealized holding gain (loss) on cash flow derivatives
    
    
    22,157
    
    
    
    (16,514
    )
    
    
    (7,591
    )
    
    
    51Reclassification adjustment for (gains) losses
included in net income
    
    
    
    
    
    
    (32,513
    )
    
    
    
    
    
    
    (938
    )Comprehensive income
    
    $
    177,229
    
    
    $
    286,849
    
    
    $
    174,173
    
    
    $
    221,792Net income per common share:Basic
    
    $
    .49
    
    
    $
    .60
    
    
    $
    .41
    
    
    $
    .42Diluted
    
    $
    .49
    
    
    $
    .60
    
    
    $
    .40
    
    
    $
    .41Dividends declared per share
    
    $
    .3125
    
    
    $
    .20
    
    
    $
    .1875
    
    
    $
    .10
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CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)
(In thousands)
 Six Months Ended June 30,2005
    
    2004Cash Flows from operating activities:Net income
    
    $
    268,614
    
    
    $
    370,230Reconciling Items:Depreciation and amortization
    
    
    341,383
    
    
    
    340,912Deferred taxes
    
    
    65,986
    
    
    
    (866
    )(Gain) loss on disposal of assets
    
    
    (5,476
    )
    
    
    (11,698
    )(Gain) loss on sale of other investments
    
    
    
    
    
    
    (48,429
    )(Gain) loss on forward exchange contract
    
    
    4,731
    
    
    
    (8,806
    )(Gain) loss on trading securities
    
    
    (5,268
    )
    
    
    13,015Increase (decrease) accrued income and other taxes
    
    
    75,419
    
    
    
    79,809Increase (decrease) other, net
    
    
    (15,525
    )
    
    
    19,764Changes in other operating assets and liabilities, net of
effects of acquisitions
    
    
    44,215
    
    
    
    149,883Net cash provided by (used in) operating activities
    
    
    774,079
    
    
    
    903,814Cash flows from investing activities:(Investment) in liquidation of restricted cash
    
    
    
    
    
    
    (4,002
    )Decrease (increase) in notes receivable  net
    
    
    1,990
    
    
    
    1,448Decrease (increase) in investments in and advances to
nonconsolidated affiliates  net
    
    
    4,859
    
    
    
    (3,216
    )Purchases of investments
    
    
    (207
    )
    
    
    (1,023
    )Proceeds from sale of investments
    
    
    370
    
    
    
    607,186Purchases of property, plant and equipment
    
    
    (183,168
    )
    
    
    (156,645
    )Proceeds from disposal of assets
    
    
    13,783
    
    
    
    9,013Proceeds from divestitures placed in restricted cash
    
    
    
    
    
    
    44,038Acquisition of operating assets
    
    
    (90,157
    )
    
    
    (130,161
    )Acquisition of operating assets with restricted cash
    
    
    
    
    
    
    (39,857
    )Decrease (increase) in othernet
    
    
    16,261
    
    
    
    (6,516
    )Net cash (used in) provided by investing activities
    
    
    (236,269
    )
    
    
    320,265Cash flows from financing activities:Draws on credit facilities
    
    
    993,188
    
    
    
    2,146,207Payments on credit facilities
    
    
    (436,946
    )
    
    
    (1,918,342
    )Payments on long-term debt
    
    
    (2,910
    )
    
    
    (609,443
    )Proceeds from exercise of stock options and stock purchase plan
    
    
    18,586
    
    
    
    16,261Dividends paid
    
    
    (139,760
    )
    
    
    (123,329
    )Payments for purchase of common shares
    
    
    (859,140
    )
    
    
    (626,008
    )Net cash used in financing activities
    
    
    (426,982
    )
    
    
    (1,114,654
    )Net increase in cash and cash equivalents
    
    
    110,828
    
    
    
    109,425Cash and cash equivalents at beginning of period
    
    
    210,476
    
    
    
    123,334Cash and cash equivalents at end of period
    
    $
    321,304
    
    
    $
    232,759
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CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)
  Preparation of Interim Financial Statements
   Stock-Based Compensation
 Accounting for Stock Issued to Employees Accounting for Stock-Based Compensation
 (In thousands, except per share data)
    
    The six months ended June 30,
    
    The three months ended June 30,2005
    
    2004
    
    2005
    
    2004Net incomeReported
    
    $
    268,614
    
    
    $
    370,230
    
    
    $
    220,732
    
    
    $
    253,770Pro forma stock compensation
expense, net of tax
    
    
    (15,976
    )
    
    
    (37,584
    )
    
    
    (6,794
    )
    
    
    (21,799
    )Pro Forma
    
    $
    252,638
    
    
    $
    332,646
    
    
    $
    213,938
    
    
    $
    231,971Net incomeBasic:Reported
    
    $
    .49
    
    
    $
    .60
    
    
    $
    .41
    
    
    $
    .42Pro Forma
    
    $
    .46
    
    
    $
    .54
    
    
    $
    .39
    
    
    $
    .38Net incomeDiluted:Reported
    
    $
    .49
    
    
    $
    .60
    
    
    $
    .40
    
    
    $
    .41Pro Forma
    
    $
    .46
    
    
    $
    .54
    
    
    $
    .39
    
    
    $
    .38
  2005
    
    2004Risk-free interest rate
    
    
    3.76%  4.15%
    
    
    
    2.21%  4.30%Dividend yield
    
    
    1.46%  2.30%
    
    
    
    .9%  .93%Volatility factors
    
    
    25%
    
    
    
    42%  50%Expected life in years
    
    
    5.0  7.5
    
    
    
    3.0  7.5
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Recent Accounting Pronouncements
 Accounting for Conditional Asset Retirement Obligations Asset Retirement Obligations,
 Share-Based Payment Share-Based Payment
  Determining the
Amortization Period of Leasehold Improvements
  Definite-lived Intangibles
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(In thousands)
    
    June 30, 2005
    
    December 31, 2004Gross
    
    
    
    
    
    GrossCarrying
    
    Accumulated
    
    Carrying
    
    AccumulatedAmount
    
    Amortization
    
    Amount
    
    AmortizationTransit, street
furniture, and other
outdoor contractual
rights
    
    $
    644,122
    
    
    $
    378,678
    
    
    $
    688,373
    
    
    $
    364,939Talent contracts
    
    
    202,161
    
    
    
    166,082
    
    
    
    202,161
    
    
    
    155,647Representation contracts
    
    
    290,375
    
    
    
    113,715
    
    
    
    268,283
    
    
    
    94,078Other
    
    
    196,489
    
    
    
    115,473
    
    
    
    197,462
    
    
    
    111,952Total
    
    $
    1,333,147
    
    
    $
    773,948
    
    
    $
    1,356,279
    
    
    $
    726,616
  (In thousands)2006
    
    $
    127,3062007
    
    
    77,8232008
    
    
    43,6912009
    
    
    36,3012010
    
    
    28,910
  Indefinite-lived Intangibles
    Goodwill
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(In thousands)
    
    Radio
    
    Outdoor
    
    Entertainment
    
    Other
    
    TotalBalance as of December 31, 2004
    
    $
    6,369,182
    
    
    $
    787,694
    
    
    $
    34,429
    
    
    $
    29,139
    
    
    $
    7,220,444Acquisitions
    
    
    11,391
    
    
    
    1,941
    
    
    
    7,536
    
    
    
    8,918
    
    
    
    29,786Foreign currency
    
    
    
    
    
    
    (40,028
    )
    
    
    (3,594
    )
    
    
    
    
    
    
    (43,622
    )Adjustments
    
    
    (468
    )
    
    
    (221
    )
    
    
    27
    
    
    
    (2
    )
    
    
    (664
    )Balance as of June 30, 2005
    
    $
    6,380,105
    
    
    $
    749,386
    
    
    $
    38,398
    
    
    $
    38,055
    
    
    $
    7,205,944
    Foreign Currency
Hedges: Measuring the Amount of Ineffectiveness in a Net Investment Hedge
  Company Share Repurchase Program
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Recent Legal Proceedings
        (In thousands)
    
    Six Months Ended
    
    Year EndedJune 30, 2005
    
    December 31, 2004Severance and lease termination costs:Accrual at January 1
    
    $
    11,015
    
    
    $
    57,140Adjustments to restructuring accrual
    
    
    
    
    
    
    (43,623
    )Payments charged against restructuring accrual
    
    
    (1,842
    )
    
    
    (2,502
    )Ending balance of severance and lease termination accrual
    
    $
    9,173
    
    
    $
    11,015
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Radio
    
    Outdoor
    
    Live(In thousands)
    
    Broadcasting
    
    Advertising
    
    Entertainment
    
    Other
    
    Corporate
    
    Eliminations
    
    ConsolidatedSix Months Ended June 30, 2005Revenue
    
    $
    1,705,491
    
    
    $
    1,263,467
    
    
    $
    1,153,987
    
    
    $
    284,457
    
    
    $
    3⁄4
    
    
    $
    (63,711
    )
    
    $
    4,343,691Divisional operating
expenses
    
    
    1,065,424
    
    
    
    917,224
    
    
    
    1,114,711
    
    
    
    236,586
    
    
    
    3⁄4
    
    
    
    (63,711
    )
    
    
    3,270,234Non-cash compensation
    
    
    212
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3,227
    
    
    
    3⁄4
    
    
    
    3,439Depreciation and
amortization
    
    
    70,124
    
    
    
    194,828
    
    
    
    32,362
    
    
    
    34,598
    
    
    
    9,471
    
    
    
    3⁄4
    
    
    
    341,383Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    99,573
    
    
    
    
    
    
    
    99,573Operating income (loss)
    
    $
    569,731
    
    
    $
    151,415
    
    
    $
    6,914
    
    
    $
    13,273
    
    
    $
    (112,271
    )
    
    $
    3⁄4
    
    
    $
    629,062Intersegment revenues
    
    $
    23,013
    
    
    $
    5,379
    
    
    $
    472
    
    
    $
    34,847
    
    
    $
    3⁄4
    
    
    $
    3⁄4
    
    
    $
    63,711Identifiable assets
    
    $
    12,296,650
    
    
    $
    4,663,801
    
    
    $
    1,700,346
    
    
    $
    1,134,281
    
    
    $
    295,664
    
    
    $
    3⁄4
    
    
    $
    20,090,742Capital expenditures
    
    $
    46,566
    
    
    $
    76,208
    
    
    $
    49,892
    
    
    $
    7,067
    
    
    $
    3,435
    
    
    $
    3⁄4
    
    
    $
    183,168Three Months Ended June 30, 2005Revenue
    
    $
    931,929
    
    
    $
    684,508
    
    
    $
    729,473
    
    
    $
    145,751
    
    
    $
    3⁄4
    
    
    $
    (32,910
    )
    
    $
    2,458,751Divisional operating
expenses
    
    
    554,217
    
    
    
    460,865
    
    
    
    691,214
    
    
    
    117,106
    
    
    
    3⁄4
    
    
    
    (32,910
    )
    
    
    1,790,492Non-cash compensation
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    1,675
    
    
    
    3⁄4
    
    
    
    1,675Depreciation and
amortization
    
    
    34,430
    
    
    
    96,562
    
    
    
    14,825
    
    
    
    17,388
    
    
    
    4,786
    
    
    
    3⁄4
    
    
    
    167,991Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48,156
    
    
    
    
    
    
    
    48,156Operating income (loss)
    
    $
    343,282
    
    
    $
    127,081
    
    
    $
    23,434
    
    
    $
    11,257
    
    
    $
    (54,617
    )
    
    $
    3⁄4
    
    
    $
    450,437Intersegment revenues
    
    $
    11,954
    
    
    $
    3,189
    
    
    $
    426
    
    
    $
    17,341
    
    
    $
    3⁄4
    
    
    $
    3⁄4
    
    
    $
    32,910Six Months Ended June 30, 2004Revenue
    
    $
    1,829,768
    
    
    $
    1,161,142
    
    
    $
    1,248,439
    
    
    $
    282,278
    
    
    $
    3⁄4
    
    
    $
    (67,027
    )
    
    $
    4,454,600Divisional operating
expenses
    
    
    1,065,097
    
    
    
    845,727
    
    
    
    1,185,787
    
    
    
    230,447
    
    
    
    3⁄4
    
    
    
    (67,027
    )
    
    
    3,260,031Non-cash compensation
    
    
    493
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    1,340
    
    
    
    3⁄4
    
    
    
    1,833Depreciation and
amortization
    
    
    75,766
    
    
    
    192,556
    
    
    
    30,443
    
    
    
    31,584
    
    
    
    10,563
    
    
    
    3⁄4
    
    
    
    340,912Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    95,945
    
    
    
    
    
    
    
    95,945Operating income (loss)
    
    $
    688,412
    
    
    $
    122,859
    
    
    $
    32,209
    
    
    $
    20,247
    
    
    $
    (107,848
    )
    
    $
    3⁄4
    
    
    $
    755,879Intersegment revenues
    
    $
    29,040
    
    
    $
    7,255
    
    
    $
    467
    
    
    $
    30,265
    
    
    $
    3⁄4
    
    
    $
    3⁄4
    
    
    $
    67,027Identifiable assets
    
    $
    19,815,048
    
    
    $
    4,823,849
    
    
    $
    1,631,712
    
    
    $
    1,391,900
    
    
    $
    259,016
    
    
    $
    3⁄4
    
    
    $
    27,921,525Capital expenditures
    
    $
    26,703
    
    
    $
    74,913
    
    
    $
    44,170
    
    
    $
    10,726
    
    
    $
    133
    
    
    $
    3⁄4
    
    
    $
    156,645Three Months Ended June 30, 2004Revenue
    
    $
    996,824
    
    
    $
    639,549
    
    
    $
    734,481
    
    
    $
    149,917
    
    
    $
    3⁄4
    
    
    $
    (35,737
    )
    
    $
    2,485,034Divisional operating
expenses
    
    
    552,769
    
    
    
    432,989
    
    
    
    693,939
    
    
    
    116,353
    
    
    
    3⁄4
    
    
    
    (35,737
    )
    
    
    1,760,313Non-cash compensation
    
    
    232
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    683
    
    
    
    3⁄4
    
    
    
    915Depreciation and
amortization
    
    
    37,975
    
    
    
    92,806
    
    
    
    14,895
    
    
    
    16,858
    
    
    
    5,220
    
    
    
    3⁄4
    
    
    
    167,754Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46,581
    
    
    
    
    
    
    
    46,581Operating income (loss)
    
    $
    405,848
    
    
    $
    113,754
    
    
    $
    25,647
    
    
    $
    16,706
    
    
    $
    (52,484
    )
    
    $
    3⁄4
    
    
    $
    509,471Intersegment revenues
    
    $
    13,862
    
    
    $
    4,246
    
    
    $
    457
    
    
    $
    17,172
    
    
    $
    3⁄4
    
    
    $
    3⁄4
    
    
    $
    35,737
  - 13 -




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##### Table of Contents



Foreign Currency Hedges: Measuring the Amount of Ineffectiveness in a Net Investment Hedge
     - 14 -




---



##### Table of Contents








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


Executive Summary


Less is More






Strategic Realignment of Businesses








Format of Presentation
   Radio Broadcasting
  Less is More
 - 15 -




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##### Table of Contents



Less is More
       Outdoor Advertising
    Live Entertainment
  - 16 -




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##### Table of Contents



Consolidated
 Three Months Ended
    
    
    
    
    
    Six Months EndedJune 30,
    
    
    
    
    
    June 30,(In thousands)
    
    2005
    
    2004
    
    % Change
    
    2005
    
    2004
    
    % ChangeRevenue
    
    $
    2,458,751
    
    
    $
    2,485,034
    
    
    
    (1
    %)
    
    $
    4,343,691
    
    
    $
    4,454,600
    
    
    
    (2
    %)Operating expenses:Divisional operating expenses (excludes
non-cash compensation expenses of $-0-,
$232, $212 and $493 for the six and three
months ended June 30, 2005 and 2004,
respectively)

    
    
    1,790,492
    
    
    
    1,760,313
    
    
    
    2
    %
    
    
    3,270,234
    
    
    
    3,260,031
    
    
    
    0
    %Non-cash compensation expense
    
    
    1,675
    
    
    
    915
    
    
    
    83
    %
    
    
    3,439
    
    
    
    1,833
    
    
    
    88
    %Depreciation and amortization
    
    
    167,991
    
    
    
    167,754
    
    
    
    0
    %
    
    
    341,383
    
    
    
    340,912
    
    
    
    0
    %Corporate expenses (excludes non-cash
compensation expenses of $1,675, $683,
$3,227 and $1,340 for the six and three
months ended June 30, 2005 and 2004,
respectively)
    
    
    48,156
    
    
    
    46,581
    
    
    
    3
    %
    
    
    99,573
    
    
    
    95,945
    
    
    
    4
    %Operating income
    
    
    450,437
    
    
    
    509,471
    
    
    
    (12
    %)
    
    
    629,062
    
    
    
    755,879
    
    
    
    (17
    %)Interest expense
    
    
    105,487
    
    
    
    85,403
    
    
    
    
    
    
    
    212,270
    
    
    
    175,208Gain (loss) on marketable securities
    
    
    1,610
    
    
    
    (5,503
    )
    
    
    
    
    
    
    537
    
    
    
    44,220Equity in earnings of nonconsolidated affiliates
    
    
    9,834
    
    
    
    10,635
    
    
    
    
    
    
    
    15,977
    
    
    
    17,310Other income (expense)  net
    
    
    8,453
    
    
    
    (2,694
    )
    
    
    
    
    
    
    10,684
    
    
    
    (19,964
    )Income before income taxes
    
    
    364,847
    
    
    
    426,506
    
    
    
    
    
    
    
    443,990
    
    
    
    622,237Income tax (expense) benefit:Current
    
    
    (108,051
    )
    
    
    (106,888
    )
    
    
    
    
    
    
    (109,390
    )
    
    
    (252,873
    )Deferred
    
    
    (36,064
    )
    
    
    (65,848
    )
    
    
    
    
    
    
    (65,986
    )
    
    
    866Net income
    
    $
    220,732
    
    
    $
    253,770
    
    
    
    
    
    
    $
    268,614
    
    
    $
    370,230
 Consolidated Revenue
 Less
is More
 Less is More
 - 17 -




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##### Table of Contents



Consolidated Divisional Operating Expenses
   Non-cash Compensation Expense
 Accounting for Stock Issued to Employees
 Corporate Expenses
  Interest Expense
  Gain (Loss) on Marketable Securities
   Other Income (Expense)  Net
   (In millions)Gain (loss) on early extinguishment of debt
    
    $
    (31.4
    )Sale of radio operating assets
    
    
    23.3Gain (loss) on sale of entertainment operating assets
    
    
    (12.0
    )Miscellaneous
    
    
    .1Other income (expense)  net
    
    $
    (20.0
    )
 - 18 -




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##### Table of Contents



Income Tax Benefit (Expense)
   Segment Revenue and Divisional Operating Expenses
 Radio Broadcasting
 (In thousands)
    
    Three Months Ended June 30,
    
    
    
    
    
    Six Months Ended June 30,2005
    
    2004
    
    % Change
    
    2005
    
    2004
    
    % ChangeRevenue
    
    $
    931,929
    
    
    $
    996,824
    
    
    
    (7
    %)
    
    $
    1,705,491
    
    
    $
    1,829,768
    
    
    
    (7
    %)Divisional operating expenses
    
    
    554,217
    
    
    
    552,769
    
    
    
    0
    %
    
    
    1,065,424
    
    
    
    1,065,097
    
    
    
    0
    %Non-cash compensation
    
    
    
    
    
    
    232
    
    
    
    (100
    %)
    
    
    212
    
    
    
    493
    
    
    
    (57
    %)Depreciation and amortization
    
    
    34,430
    
    
    
    37,975
    
    
    
    (9
    %)
    
    
    70,124
    
    
    
    75,766
    
    
    
    (7
    %)Operating income
    
    $
    343,282
    
    
    $
    405,848
    
    
    
    (15
    %)
    
    $
    569,731
    
    
    $
    688,412
    
    
    
    (17
    %)
 Three Months
 Less is More
   Six Months
 Less is More
  - 19 -




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##### Table of Contents



Outdoor Advertising
 (In thousands)
    
    Three Months Ended June 30,
    
    
    
    
    
    Six Months Ended June 30,2005
    
    2004
    
    % Change
    
    2005
    
    2004
    
    % ChangeRevenue
    
    $
    684,508
    
    
    $
    639,549
    
    
    
    7
    %
    
    $
    1,263,467
    
    
    $
    1,161,142
    
    
    
    9
    %Divisional operating expenses
    
    
    460,865
    
    
    
    432,989
    
    
    
    6
    %
    
    
    917,224
    
    
    
    845,727
    
    
    
    8
    %Depreciation and amortization
    
    
    96,562
    
    
    
    92,806
    
    
    
    4
    %
    
    
    194,828
    
    
    
    192,556
    
    
    
    1
    %Operating income
    
    $
    127,081
    
    
    $
    113,754
    
    
    
    12
    %
    
    $
    151,415
    
    
    $
    122,859
    
    
    
    23
    %
 Three Months
     Six Months
    - 20 -




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##### Table of Contents



Live Entertainment
 (In thousands)
    
    Three Months Ended June 30,
    
    
    
    
    
    Six Months Ended June 30,2005
    
    2004
    
    % Change
    
    2005
    
    2004
    
    % ChangeRevenue
    
    $
    729,473
    
    
    $
    734,481
    
    
    
    (1
    %)
    
    $
    1,153,987
    
    
    $
    1,248,439
    
    
    
    (8
    %)Divisional operating expenses
    
    
    691,214
    
    
    
    693,939
    
    
    
    0
    %
    
    
    1,114,711
    
    
    
    1,185,787
    
    
    
    (6
    %)Depreciation and amortization
    
    
    14,825
    
    
    
    14,895
    
    
    
    0
    %
    
    
    32,362
    
    
    
    30,443
    
    
    
    6
    %Operating income
    
    $
    23,434
    
    
    $
    25,647
    
    
    
    (9
    %)
    
    $
    6,914
    
    
    $
    32,209
    
    
    
    (79
    %)
 Three Months
 U2
  Six Months
   Reconciliation of Segment Operating Income (Loss) to Consolidated Operating Income
 (In thousands)
    
    Three Months Ended June 30,
    
    Six Months Ended June 30,2005
    
    2004
    
    2005
    
    2004Radio Broadcasting
    
    $
    343,282
    
    
    $
    405,848
    
    
    $
    569,731
    
    
    $
    688,412Outdoor Advertising
    
    
    127,081
    
    
    
    113,754
    
    
    
    151,415
    
    
    
    122,859Live Entertainment
    
    
    23,434
    
    
    
    25,647
    
    
    
    6,914
    
    
    
    32,209Other
    
    
    11,257
    
    
    
    16,706
    
    
    
    13,273
    
    
    
    20,247Corporate
    
    
    (54,617
    )
    
    
    (52,484
    )
    
    
    (112,271
    )
    
    
    (107,848
    )Consolidated Operating Income
    
    $
    450,437
    
    
    $
    509,471
    
    
    $
    629,062
    
    
    $
    755,879
 LIQUIDITY AND CAPITAL RESOURCES
 Cash Flow
 Operating Activities:
  - 21 -




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##### Table of Contents



Investing Activities:
  Financing Activities:
     (In millions)
    
    June 30,
    
    December 31,2005
    
    2004Credit facility
    
    $
    916.8
    
    
    $
    350.5Long-term bonds (a)
    
    
    6,814.1
    
    
    
    6,846.1Other borrowings
    
    
    165.8
    
    
    
    183.2Total Debt
    
    
    7,896.7
    
    
    
    7,379.8Less: Cash and cash equivalents
    
    
    321.3
    
    
    
    210.5$
    7,575.4
    
    
    $
    7,169.3
 
 (a)
    
    Includes $12.2 million and $13.8 million in unamortized fair value purchase accounting
adjustment premiums related to the merger with AMFM at June 30, 2005 and December 31, 2004,
respectively. Also includes $4.0 million and $6.5 million related to fair value
adjustments for interest rate swap agreements at June 30, 2005 and December 31, 2004,
respectively. Credit Facility
   Shelf Registration
  - 22 -




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##### Table of Contents



Debt Covenants
        Dividends
  (In millions, except per share data)
 AmountperCommon
    
    
    
    
    
    TotalDeclaration Date
    
    Share
    
    Record Date
    
    Payment Date
    
    PaymentOctober 20, 2004
    
    $
    0.125
    
    
    December 31, 2004
    
    January 15, 2005
    
    $
    70.9February 16, 2005
    
    
    0.125
    
    
    March 31, 2005
    
    April 15, 2005
    
    
    68.9April 26, 2005
    
    
    0.1875
    
    
    June 30, 2005
    
    July 15, 2005
    
    
    101.7
  Acquisitions
  - 23 -




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##### Table of Contents



Capital Expenditures
  (In millions)
    
    Six Months Ended June 30, 2005 Capital ExpendituresCorporate andRadio
    
    Outdoor
    
    Entertainment
    
    Other
    
    TotalNon-revenue producing
    
    $
    46.6
    
    
    $
    33.6
    
    
    $
    26.3
    
    
    $
    10.5
    
    
    $
    117.0Revenue producing
    
    
    
    
    
    
    42.6
    
    
    
    23.6
    
    
    
    
    
    
    
    66.2$
    46.6
    
    
    $
    76.2
    
    
    $
    49.9
    
    
    $
    10.5
    
    
    $
    183.2
 Treasury Stock Transactions
  Commitments, Contingencies and Guarantees
 Commitments and Contingencies
    Guarantees
  Market Risk
 Interest Rate Risk
  - 24 -




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##### Table of Contents



Equity Price Risk
   Foreign Currency
    Recent Accounting Pronouncements
 Accounting for Conditional Asset Retirement Obligations Asset Retirement Obligations,
 Share-Based Payment Share-Based Payment
 - 25 -




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##### Table of Contents



Determining the
Amortization Period of Leasehold Improvements
 Inflation
  Ratio of Earnings to Fixed Charges
  Six Months endedJune 30,
    
    Year Ended December 31,2005
    
    2004
    
    2004
    
    2003
    
    2002
    
    2001
    
    20002.05
    
    
    2.68
    
    
    
    2.80
    
    
    
    3.62
    
    
    
    2.62
    
    
    
    *
    
    
    
    2.20
 
 *
    
    For the year ended December 31, 2001, fixed charges exceeded earnings before income taxes and
fixed charges by $1.3 billion.  Risks Regarding Forward Looking Statements
 Less is More
  
    
    the impact of general economic conditions in the United States 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;
 - 26 -




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##### Table of Contents




    
    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;
    
    changes in capital expenditure requirements;
    
    the outcome of pending and future litigation;
    
    changes in governmental regulations and policies and actions of regulatory bodies;
    
    fluctuations in interest rates;
    
    the effect of leverage on our financial position and earnings;
    
    changes in tax rates;
    
    risks and costs inherent in the contemplated IPO, spin-off, cash dividends or borrowings;
    
    access to capital markets and changes in credit ratings, including those that
may result from the proposed strategic realignment; and
    
    certain other factors set forth in our SEC filings, including our Annual
Report on Form 10-K for the year ended December 31, 2004.
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
   - 27 -




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##### Table of Contents



Part II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
   
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
   Total Number of Shares
    
    Maximum Dollar Value ofPurchased as Part of
    
    Shares that May Yet BeTotal Number of
    
    Average Price
    
    Publicly Announced
    
    Purchased Under thePeriod
    
    Shares Purchased
    
    Paid per Share
    
    Programs
    
    ProgramsApril 1 through
April 30
    
    
    2,506,400
    
    
    $
    34.03
    
    
    
    2,506,400
    
    
    $
    487,377,872May 1 through
May 31
    
    
    5,690,800
    (1)
    
    $
    31.63
    
    
    
    
    
    
    $
    307,377,868June 1 through
June 30
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    307,377,868Total
    
    
    8,197,200
    
    
    
    
    
    
    
    2,506,400
 
 (1)
    
    On May 10, 2005, the Company completed the private purchase of approximately
5,690,800 shares of its common stock from affiliates of Hicks, Muse, Tate & Furst, L.P. - 28 -




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##### Table of Contents



Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   Proposal No. 1
(Election of Directors)
 Nominee
    
    
    
    For
    
    WithheldL. Lowry Mays
    
    
    
    
    394,598,869
    
    
    
    88,459,830Alan D. Feld
    
    
    
    
    394,767,261
    
    
    
    88,291,438Perry J. Lewis
    
    
    
    
    397,295,124
    
    
    
    85,763,575Mark P. Mays
    
    
    
    
    394,911,303
    
    
    
    88,147,396Randall T. Mays
    
    
    
    
    386,329,133
    
    
    
    96,729,566B.J. McCombs
    
    
    
    
    286,374,326
    
    
    
    196,684,373Phyllis B. Riggins
    
    
    
    
    397,288,421
    
    
    
    85,770,278Theodore H. Strauss
    
    
    
    
    394,644,339
    
    
    
    88,414,360J.C. Watts
    
    
    
    
    397,101,796
    
    
    
    85,956,903John H. Williams
    
    
    
    
    394,743,431
    
    
    
    88,315,268
 Proposal No. 2
(Approval of the 2005 Annual Incentive Plan)
 For
    
    Withhold/Against
    
    Exceptions/Abstain475,834,940
    
    15,001,657
    
    3,205,496
 Proposal No. 3
(Selection of Ernst & Young LLP as Independent Auditors for the year ending December 31, 2005)
 For
    
    Withhold/Against
    
    Exceptions/Abstain484,278,255
    
    6,836,407
    
    2,927,431
 
 Item 6. Exhibits
  - 29 -




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##### Table of Contents



Signatures
  CLEAR CHANNEL COMMUNICATIONS, INC.August 9, 2005
    
    /s/ Randall T. MaysRandall T. MaysExecutive Vice President andChief Financial OfficerAugust 9, 2005
    
    /s/ Herbert W. Hill, Jr.Herbert W. Hill, Jr.Senior Vice President andChief Accounting Officer
 - 30 -




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##### Table of Contents



INDEX TO EXHIBITS
 ExhibitNumber
    
    Description2.1
    
    Agreement and Plan of Merger dated as of October 5, 2001,
by and among Clear Channel, CCMM Sub, Inc. and The Ackerley
Group, Inc. (incorporated by reference to the exhibits of
Clear Channels Current Report on Form 8-K filed October 9,
2001).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
    
    Fourth Amended and Restated Bylaws of the Company
(incorporated by reference to the exhibits of the Companys
Current Report on Form 8-K dated April 26, 2005).3.3
    
    Amendment to the Companys Articles of Incorporation
(incorporated by reference to the exhibits to the Companys
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998).3.4
    
    Second Amendment to Clear Channels Articles of
Incorporation (incorporated by reference to the exhibits to
Clear Channels Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999).3.5
    
    Third Amendment to Clear Channels Articles of
Incorporation (incorporated by reference to the exhibits to
Clear Channels Quarterly Report on Form 10-Q for the
quarter ended May 31, 2000).4.1
    
    Agreement Concerning Buy-Sell Agreement by and between
Clear Channel Communications, Inc., L. Lowry Mays, B.J.
McCombs, John M. Schaefer and John W. Barger, dated August
3, 1998 (incorporated by reference to the exhibits to Clear
Channels Schedule 13-D/A, dated October 10, 2002).4.2
    
    Waiver and Second Agreement Concerning Buy-Sell Agreement
by and between Clear Channel Communications, Inc., L. Lowry
Mays and B.J. McCombs, dated August 17, 1998 (incorporated
by reference to the exhibits to Clear Channels Schedule
13-D/A, dated October 10, 2002).4.3
    
    Waiver and Third Agreement Concerning Buy-Sell Agreement by
and between Clear Channel Communications, Inc., L. Lowry
Mays and B.J. McCombs, dated July 26, 2002 (incorporated by
reference to the exhibits to Clear Channels Schedule
13-D/A, dated October 10, 2002).4.4
    
    Waiver and Fourth Agreement Concerning Buy-Sell Agreement
by and between Clear Channel Communications, Inc., L. Lowry
Mays and B.J. McCombs, dated September 27, 2002
(incorporated by reference to the exhibits to Clear
Channels Schedule 13-D/A, dated October 10, 2002).4.5
    
    Buy-Sell Agreement by and between Clear Channel
Communications, Inc., L. Lowry Mays, B. J. McCombs, John M.
Schaefer and John W. Barger, dated May 31, 1977
(incorporated by reference to the exhibits of the Companys
Registration Statement on Form S-1 (Reg. No. 33-289161)
dated April 19, 1984).4.6
    
    Senior Indenture dated October 1, 1997, by and between
Clear Channel Communications, Inc. and The Bank of New York
as Trustee (incorporated by reference to the exhibits to
the Companys Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997).4.7
    
    Second Supplemental Indenture dated June 16, 1998 to Senior
Indenture dated October 1, 1997, by and between Clear
Channel Communications, Inc. and the Bank of New York, as
Trustee (incorporated by reference to the exhibits to the
Companys Current Report on Form 8-K dated August 27,
1998).4.8
    
    Third Supplemental Indenture dated June 16, 1998 to Senior
Indenture dated October 1, 1997, by and between Clear
Channel Communications, Inc. and the Bank of New York, as
Trustee (incorporated by reference to the exhibits to the
Companys Current Report on Form 8-K dated August 27,
1998).
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##### Table of Contents



ExhibitNumber
    
    Description4.9
    
    Sixth Supplemental Indenture dated June 21, 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 of Clear
Channels registration statement on Form S-3 (Reg. No.
333-42028) dated July 21, 2000).4.10
    
    Seventh Supplemental Indenture dated July 7, 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
of Clear Channels registration statement on Form S-3 (Reg.
No. 333-42028) dated July 21, 2000).4.11
    
    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).4.12
    
    Tenth Supplemental Indenture dated October 26, 2001, to
Senior Indenture dated October 1, 1997, by and between
Clear Channel Communications, Inc. and The Bank of New
York, as Trustee (incorporated by reference to the exhibits
to Clear Channels Quarterly Report on Form 10-Q for the
quarter ended September 30, 2001).4.13
    
    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).4.14
    
    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).4.15
    
    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).4.16
    
    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).4.17
    
    Fifteenth Supplemental Indenture dated November 5, 2003, to
Senior Indenture dated October 1, 1997, by and between
Clear Channel Communications, Inc. and The Bank of New
York, as Trustee (incorporated by reference to the exhibits
to Clear Channels Current Report on Form 8-K dated
November 14, 2003).4.18
    
    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).4.19
    
    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).4.20
    
    Eighteenth Supplemental Indenture dated November 22, 2004,
to Senior Indenture dated October 1,
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##### Table of Contents



ExhibitNumber
    
    Description1997, by and between
Clear Channel Communications, Inc. and The Bank of New
York, as Trustee (incorporated by reference to the exhibits
to Clear Channels Current Report on Form 8-K dated
November 17, 2004).4.21
    
    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).11
    
    Statement re: Computation of Per Share Earnings.12
    
    Statement re: Computation of Ratios.31.1
    
    Certification of Chief Executive Officer Pursuant to Rules
13a-14(a) and 15d-14(a) under the Securities Exchange Act
of 1934, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer Pursuant to Rules
13a-14(a) and 15d-14(a) under the Securities Exchange Act
of 1934, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
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