##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from           to
 Commission File Number 0-30242
 Lamar Advertising Company
 Commission File Number 1-12407
 Lamar Media Corp.
 (Exact names of registrants as specified in their charters)
 Delaware
    
    72-1449411Delaware
    
    72-1205791(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)5551 Corporate Blvd., Baton Rouge, LA
    
    70808(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: (225) 926-1000
SECURITIES OF LAMAR ADVERTISING COMPANY
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:   SECURITIES OF LAMAR ADVERTISING COMPANY
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
SECURITIES OF LAMAR MEDIA CORP.
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES OF LAMAR MEDIA CORP.
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
 þ o
 o þ
 o þ
 þ o
 þ o
 o o
 þ
  Large accelerated filer þAccelerated filer oNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o  Large accelerated filer oAccelerated filer oNon-accelerated filer þ(Do not check if a smaller reporting company)Smaller reporting company o o þ
    Class
    
    Outstanding at February 19, 2010Lamar Advertising Company Class A common stock, $0.001 par value per share
    
    76,797,295
    sharesLamar Advertising Company Class B common stock, $0.001 par value per share
    
    15,172,865
    sharesLamar Media Corp. common stock, $0.001 par value per share
    
    100
    shares
 DOCUMENTS INCORPORATED BY REFERENCE
 Document
    
    Parts into Which IncorporatedProxy Statement for the Annual Meeting of Stockholders scheduled to be held on May 20, 2010 (Proxy Statement)
    
    Part III
 This combined Form 10-K is separately filed by (i) Lamar Advertising Company and (ii)
Lamar Media Corp. (which is a wholly owned subsidiary of Lamar Advertising Company). Lamar Media
Corp. meets the conditions set forth in general instruction I(1) (a) and (b) of Form 10-K and is,
therefore, filing this form with the reduced disclosure format permitted by such instruction.




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##### 



TABLE OF CONTENTS
 PART IITEM 1.
    
    BUSINESS
    
    
    4ITEM 1A.
    
    RISK FACTORS
    
    
    9ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS
    
    
    13ITEM 2.
    
    PROPERTIES
    
    
    13ITEM 3.
    
    LEGAL PROCEEDINGS
    
    
    13ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    13PART IIITEM 5.
    
    MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
    
    
    14ITEM 6.
    
    SELECTED FINANCIAL DATA
    
    
    15ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    15ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    29ITEM 8.
    
    FINANCIAL STATEMENTS (following on next page)
    
    
    29ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
    
    
    73ITEM 9A.
    
    CONTROLS AND PROCEDURES
    
    
    73ITEM 9B.
    
    OTHER INFORMATION
    
    
    74PART IIIITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    74ITEM 11.
    
    EXECUTIVE COMPENSATION
    
    
    74ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDERS MATTERS
    
    
    74ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
    
    
    74ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    74PART IVITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    75SIGNATURES
    
    
    76-77INDEX TO EXHIBITS
    
    
    78-85EX-4.B.10EX-4.D.6EX-4.E.4EX-4.F.4EX-10.G.8EX-11.AEX-12.AEX-12.BEX-21.AEX-23.AEX-31.AEX-31.BEX-32.A
  2




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NOTE REGARDING FORWARD-LOOKING STATEMENTS
  
    
    Lamar Advertising Companys future financial performance and condition;
    
    the Companys business plans, objectives, prospects, growth and operating strategies;
    
    market opportunities and competitive positions;
    
    estimated risks; and
    
    stock price.
  
    
    the severity and length of the current economic recession and its affect on the markets
in which the Company operates;
    
    the levels of expenditures on advertising in general and outdoor advertising in
particular;
    
    risks and uncertainties relating to the Companys significant indebtedness;
    
    the Companys need for, and ability to obtain, additional funding for acquisitions and
operations;
    
    increased competition within the outdoor advertising industry;
    
    the regulation of the outdoor advertising industry;
    
    the Companys ability to renew expiring contracts at favorable rates;
    
    the integration of businesses that the Company acquires and its ability to recognize
cost savings and operating efficiencies as a result of these acquisitions;
    
    the Companys ability to successfully implement its digital deployment strategy; and
    
    changes in accounting principles, policies or guidelines.
  INDUSTRY AND MARKET DATA
  3




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PART I
 
 ITEM 1. BUSINESS
 General
  The Companys Business
  Billboards.
 
    
    Bulletinsare generally large, illuminated advertising structures that are located on
major highways and target vehicular traffic.
    
    Postersare generally smaller advertising structures that are located on major traffic
arteries and city streets and target vehicular and pedestrian traffic.
  Logo signs.
 
    
    Logo signsgenerally advertise nearby gas, food, camping, lodging and other attractions.
  Transit advertising displays.
 Corporate History
   Where you can find more information
  4




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Operating Strategies
  Continuing to provide high quality local sales and service.
 Continuing a centralized control and decentralized management structure.
 Continuing to focus on internal growth.
  Continuing to pursue other outdoor advertising opportunities.
 Reducing operating expenditures in light of the economic downturn.
 COMPANY OPERATIONS
 Billboard Advertising
  Bulletins
 5




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Posters
      Logo Sign Advertising
   Colorado
Delaware
Georgia

    Kansas
Kentucky
Louisiana


    Maine
Michigan
Minnesota

    

    Mississippi
Missouri(1)
Nebraska

    Nevada
New Jersey
New Mexico

    Ohio
Oklahoma
Pennsylvania

    South Carolina
Utah
Virginia
 
 (1)
    
    The logo sign contract in Missouri is operated by a 66 2/3% owned partnership. 6




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##### Table of Contents



.
   Transit Advertising
    COMPETITION
   
    
    Larger outdoor advertising providers, such as (i) Clear Channel Outdoor Holdings, Inc.,
which operates billboards, street furniture displays, transit displays and other
out-of-home advertising displays in North America and worldwide and (ii) CBS Outdoor, a
division of CBS Corporation, which operates traditional outdoor, street furniture and
transit advertising properties in North America and worldwide. Clear Channel Outdoor and
CBS Outdoor each have corporate relationships with large media conglomerates and may have
greater total resources, product offerings and opportunities for cross-selling than we do.
    
    Other forms of media, such as broadcast and cable television, radio, print media, direct
mail marketing, telephone directories and the Internet.
    
    An increasing variety of out-of-home advertising media, such as advertising displays in
shopping centers, malls, airports, stadiums, movie theaters and supermarkets and
advertising displays on taxis, trains and buses.
 7




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CUSTOMERS
  Percentage of NetBillboardCategories
    
    Advertising RevenuesRestaurants
    
    
    12
    %Retailers
    
    
    10
    %Health Care
    
    
    8
    %Service
    
    
    7
    %Gaming
    
    
    7
    %Amusement  Entertainment/Sports
    
    
    6
    %Automotive
    
    
    6
    %Hotels and Motels
    
    
    5
    %Financial  Banks, Credit Unions
    
    
    5
    %Telecommunications
    
    
    4
    %70
    %
 REGULATION
     8




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EMPLOYEES
   INFLATION
  SEASONALITY
  
 ITEM 1A. RISK FACTORS
 The Companys substantial debt may adversely affect its business, financial condition and financial
results.
   
    
    make it more difficult for the Company to comply with the financial covenants in its
senior credit facility, which could result in a default and an acceleration of all amounts
outstanding under the facility;
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
    
    limit the cash flow available to fund the Companys working capital, capital
expenditures, acquisitions or other general corporate requirements;
    
    limit the Companys ability to obtain additional financing to fund future working
capital, capital expenditures or other general corporate requirements;
    
    place the Company at a competitive disadvantage relative to those of its competitors
that have less debt;
    
    force the Company to seek and obtain alternate or additional sources of funding, which
may be unavailable, or may be on less favorable terms, or may require the Company to obtain
the consent of lenders under its senior credit facility or the holders of its other debt;
    
    limit the Companys flexibility in planning for, or reacting to, changes in its business
and industry; and
    
    increase the Companys vulnerability to general adverse economic and industry
conditions.
  Restrictions in the Companys and Lamar Medias debt agreements reduce operating flexibility and
contain covenants and restrictions that create the potential for defaults, which could adversely
affect the Companys business, financial condition and financial results.
  
    
    incur or repay debt;
    
    dispose of assets;
    
    create liens;
    
    make investments;
    
    enter into affiliate transactions; and
    
    pay dividends and make inter-company distributions.
 Managements Discussion and Analysis of Financial Condition and Results of
Operations  Liquidity and Capital Resources
    10




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The Companys revenues are sensitive to general economic conditions and other external events
beyond the Companys control.
   
    
    a widespread reallocation of advertising expenditures to other available media by
significant users of the Companys displays; and
    
    a decline in the amount spent on advertising in general or outdoor advertising in
particular.
 The Company could suffer losses due to asset impairment charges for goodwill and other intangible
assets.
  The Company significantly reduced its acquisition activity in 2009 and plans to maintain this level
of activity in 2010, which could adversely affect the Companys future financial performance.
  The Company faces competition from larger and more diversified outdoor advertisers and other forms
of advertising that could hurt its performance.
   Federal, state and local regulation impact the Companys operations, financial condition and
financial results.
  11




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The Companys logo sign contracts are subject to state award and renewal.
   12




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The Company is controlled by significant stockholders who have the power to determine the outcome
of all matters submitted to the stockholders for approval and whose interest in the Company may be
different than yours.
  
    
    elect the Companys entire board of directors;
    
    control the Companys management and policies; and
    
    determine the outcome of any corporate transaction or other matter requiring
stockholder approval, including charter amendments, mergers, consolidations and
asset sales.
  If the Companys contingency plans relating to hurricanes fail, the resulting losses could hurt the
Companys business.
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
   
 ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  13




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PART II
 
 ITEM 5.
    
    MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF SECURITIES
   High
    
    LowYear ended December 31, 2008First Quarter
    
    $
    48.40
    
    
    $
    32.60Second Quarter
    
    
    42.64
    
    
    
    32.71Third Quarter
    
    
    40.99
    
    
    
    12.59Fourth Quarter
    
    
    30.95
    
    
    
    8.67Year ended December 31, 2009First Quarter
    
    $
    16.76
    
    
    $
    5.35Second Quarter
    
    
    22.98
    
    
    
    9.81Third Quarter
    
    
    27.97
    
    
    
    14.27Fourth Quarter
    
    
    32.23
    
    
    
    23.89
   Issuer Purchases of Equity Securities
  (Remainder of this page intentionally left blank)
 14




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ITEM 6.
    
    SELECTED FINANCIAL DATA
 Lamar Advertising Company
  2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005(Dollars in Thousands)Statement of Operations Data:Net revenues
    
    $
    1,056,065
    
    
    $
    1,198,419
    
    
    $
    1,209,555
    
    
    $
    1,120,091
    
    
    $
    1,021,656Operating expenses:Direct advertising expenses
    
    
    397,725
    
    
    
    437,660
    
    
    
    410,762
    
    
    
    393,747
    
    
    
    353,139General and administrative expenses
    
    
    229,423
    
    
    
    257,621
    
    
    
    270,390
    
    
    
    248,937
    
    
    
    212,727Depreciation and amortization
    
    
    336,725
    
    
    
    331,654
    
    
    
    306,879
    
    
    
    301,685
    
    
    
    290,089Gain on disposition of assets
    
    
    (5,424
    )
    
    
    (7,363
    )
    
    
    (3,914
    )
    
    
    (10,862
    )
    
    
    (1,119
    )Total operating expenses
    
    
    958,449
    
    
    
    1,019,572
    
    
    
    984,117
    
    
    
    933,507
    
    
    
    854,836Operating income
    
    
    97,616
    
    
    
    178,847
    
    
    
    225,438
    
    
    
    186,584
    
    
    
    166,820Other expense (income):(Gain) loss on extinguishment of debt
    
    
    (3,320
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,982Gain on disposition of investment
    
    
    (1,445
    )
    
    
    (1,814
    )
    
    
    (15,448
    )
    
    
    
    
    
    
    Interest income
    
    
    (527
    )
    
    
    (1,202
    )
    
    
    (2,598
    )
    
    
    (1,311
    )
    
    
    (1,511
    )Interest expense
    
    
    197,047
    
    
    
    170,352
    
    
    
    168,601
    
    
    
    112,955
    
    
    
    90,671Total other expense
    
    
    191,755
    
    
    
    167,336
    
    
    
    150,555
    
    
    
    111,644
    
    
    
    93,142(Loss) income before income taxes
    
    
    (94,139
    )
    
    
    11,511
    
    
    
    74,883
    
    
    
    74,940
    
    
    
    73,678Income tax (benefit) expense
    
    
    (36,101
    )
    
    
    9,349
    
    
    
    33,901
    
    
    
    32,994
    
    
    
    31,899Net (loss) income
    
    
    (58,038
    )
    
    
    2,162
    
    
    
    40,982
    
    
    
    41,946
    
    
    
    41,779Preferred stock dividends
    
    
    365
    
    
    
    365
    
    
    
    365
    
    
    
    365
    
    
    
    365Net (loss) income applicable to common stock
    
    $
    (58,403
    )
    
    $
    1,797
    
    
    $
    40,617
    
    
    $
    41,581
    
    
    $
    41,414Net (loss) income per share
    
    $
    (0.64
    )
    
    $
    0.02
    
    
    $
    0.42
    
    
    $
    0.40
    
    
    $
    0.39Cash dividends declared per common share
    
    $
    
    
    
    $
    
    
    
    $
    3.25
    
    
    
    
    
    
    
    Statement of Cash Flow Data:Cash flows provided by operating activities(1)
    
    $
    293,743
    
    
    $
    346,520
    
    
    $
    354,469
    
    
    $
    364,517
    
    
    $
    347,257Cash flows used in investing activities(1)
    
    $
    29,039
    
    
    $
    437,419
    
    
    $
    341,081
    
    
    $
    438,896
    
    
    $
    267,970Cash flows (used in) provided by financing activities(1)
    
    $
    (168,349
    )
    
    $
    30,002
    
    
    $
    39,277
    
    
    $
    66,973
    
    
    $
    (104,069
    )Balance Sheet Data(1)(2)Cash and cash equivalents
    
    $
    112,253
    
    
    $
    14,139
    
    
    $
    76,048
    
    
    $
    11,796
    
    
    $
    19,419Working capital
    
    
    104,229
    
    
    
    78,423
    
    
    
    149,213
    
    
    
    116,605
    
    
    
    93,816Total assets
    
    
    3,943,541
    
    
    
    4,117,025
    
    
    
    4,081,763
    
    
    
    3,924,228
    
    
    
    3,741,234Total debt (including current maturities)
    
    
    2,674,912
    
    
    
    2,814,449
    
    
    
    2,692,667
    
    
    
    1,990,468
    
    
    
    1,576,326Total long-term obligations
    
    
    2,848,036
    
    
    
    3,063,847
    
    
    
    2,970,612
    
    
    
    2,273,483
    
    
    
    1,826,138Stockholders equity
    
    
    831,798
    
    
    
    870,618
    
    
    
    947,497
    
    
    
    1,536,580
    
    
    
    1,817,482
 
 (1)
    
    As of the end of the period.(2)
    
    Certain balance sheet reclassifications were made in order to be comparable to the current
year presentation. 
 ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 This report contains forward-looking statements. These statements are subject to risks
and uncertainties including those described in Item 1A under the heading Risk Factors, and
elsewhere in this Annual Report, that could cause actual results to differ materially from those
projected in these forward-looking statements. The Company cautions investors not to place undue
reliance on the forward-looking statements contained in this document. These statements speak only
as of the date of this document, and the Company undertakes no obligation to update or revise the
statements, except as may be required by law.
 15




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Lamar Advertising Company
  OVERVIEW
    2009
    
    
    2008
    
    
    2007(In thousands)Billboard  Traditional
    
    $
    7,401
    
    
    $
    58,064
    
    
    $
    68,664Billboard  Digital
    
    
    15,178
    
    
    
    103,701
    
    
    
    92,093Logos
    
    
    5,275
    
    
    
    7,606
    
    
    
    10,190Transit
    
    
    5,488
    
    
    
    1,018
    
    
    
    2,047Land and buildings
    
    
    578
    
    
    
    11,240
    
    
    
    31,463PP&E
    
    
    4,895
    
    
    
    16,441
    
    
    
    16,077Total capital expenditures
    
    $
    38,815
    
    
    $
    198,070
    
    
    $
    220,534
  RESULTS OF OPERATIONS
  Year Ended December 31,2009
    
    
    2008
    
    
    2007Net revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Operating expenses:Direct advertising expenses
    
    
    37.7
    
    
    
    36.5
    
    
    
    34.0General and administrative expenses
    
    
    17.7
    
    
    
    17.3
    
    
    
    17.4Corporate expenses
    
    
    4.0
    
    
    
    4.2
    
    
    
    4.9Depreciation and amortization
    
    
    31.9
    
    
    
    27.7
    
    
    
    25.4Operating income
    
    
    9.2
    
    
    
    14.9
    
    
    
    18.6Interest expense
    
    
    18.7
    
    
    
    14.2
    
    
    
    13.9Net (loss) income
    
    
    (5.5
    )
    
    
    0.2
    
    
    
    3.4
 16




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Year ended December 31, 2009 compared to Year ended December 31, 2008
           Reconciliations:
    17




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Comparison of 2009 Net Revenue to 2008 Acquisition-Adjusted Net Revenue
 Year Ended December 31,2009
    
    
    2008(In thousands)Reported net revenue
    
    $
    1,056,065
    
    
    $
    1,198,419Acquisition net revenue
    
    
    
    
    
    
    12,955Adjusted totals
    
    $
    1,056,065
    
    
    $
    1,211,374
 Year ended December 31, 2008 compared to Year ended December 31, 2007
           Reconciliations:
  18




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##### Table of Contents



Comparison of 2008 Net Revenue to 2007 Acquisition-Adjusted Net Revenue
 Year Ended December 31,2008
    
    
    2007(In thousands)Reported net revenue
    
    $
    1,198,419
    
    
    $
    1,209,555Acquisition net revenue
    
    
    
    
    
    
    28,473Adjusted totals
    
    $
    1,198,419
    
    
    $
    1,238,028
 LIQUIDITY AND CAPITAL RESOURCES
 Overview
   Sources of Cash
 Total Liquidity at December 31, 2009.
 Cash Generated by Operations.
 Credit Facilities
  19




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Proceeds from the Sale of Debt and Equity Securities.
     Factors Affecting Sources of Liquidity
 Internally Generated Funds.
 Credit Facilities and Other Debt Securities.
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Restrictions Under Debt Securities.
  
    
    up to $1.3 billion of indebtedness under its senior credit facility;
    
    currently outstanding indebtedness or debt incurred to refinance outstanding debt;
    
    inter-company debt between Lamar Media and its subsidiaries or between
subsidiaries;
    
    certain purchase money indebtedness and capitalized lease obligations to acquire or
lease property in the ordinary course of business that cannot exceed the greater of $20
million or 5% of Lamar Medias net tangible assets; and
    
    additional debt not to exceed $40 million.
 Restrictions under Senior Credit Facility.
 
    
    a total debt ratio, defined as total consolidated debt to EBITDA, as
defined below, for the most recent four fiscal quarters as set forth below:
 Period
    
    RatioAmendment No. 4 Effective Date through and including March 31, 2009
    
    
    7.25 to 1.00Thereafter through and including June 30, 2009
    
    
    7.50 to 1.00Thereafter through and including June 30, 2010
    
    
    7.75 to 1.00Thereafter through and including December 31, 2010
    
    
    7.50 to 1.00Thereafter through and including March 31, 2011
    
    
    7.00 to 1.00Thereafter through and including June 30, 2011
    
    
    6.75 to 1.00Thereafter through and including September 30, 2011
    
    
    6.25 to 1.00Thereafter
    
    
    6.00 to 1.00
 
    
    a senior debt ratio, defined as total senior debt to EBITDA, as defined below, for the
most recent four fiscal quarters as set forth below:
 Period
    
    RatioAmendment No. 4 Effective Date through and including March 31, 2009
    
    4.00 to 1.00Thereafter through and including March 31, 2010
    
    4.25 to 1.00Thereafter through and including September 30, 2010
    
    4.00 to 1.00Thereafter through and including December 31, 2010
    
    3.75 to 1.00Thereafter through and including March 31, 2011
    
    3.50 to 1.00Thereafter through and including September 30, 2011
    
    3.25 to 1.00Thereafter through and including December 30, 2011
    
    3.00 to 1.00Thereafter
    
    2.00 to 1.00
 
    
    a fixed charges coverage ratio, defined as EBITDA, (as defined below), for the most
recent four fiscal quarters to the sum of (1) the total payments of principal and interest
on debt for such period, plus (2) capital expenditures made during such period, plus (3)
income and franchise tax payments made during such period, plus (4) dividends, of greater
than 1.05 to 1.
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##### Table of Contents



Uses of Cash
 Capital Expenditures.
 Acquisitions.
 Tender Offers.
   Stock Repurchase Program.
  22




---



##### Table of Contents



Special Cash Dividend.
 Debt Service and Contractual Obligations.
 Payments Due by PeriodLess Than
    
    
    
    
    
    
    
    
    
    
    AfterContractual Obligations
    
    Total
    
    
    1 Year
    
    
    1 - 3 Years
    
    
    3 - 5 Years
    
    
    5 Years(In millions)Long-Term Debt
    
    $
    2,674.9
    
    
    $
    121.3
    
    
    $
    620.3
    
    
    $
    1,063.2
    
    
    $
    870.1Interest obligations on long term debt(1)
    
    
    761.0
    
    
    
    179.5
    
    
    
    325.2
    
    
    
    210.8
    
    
    
    45.5Billboard site and other operating leases
    
    
    1,185.5
    
    
    
    149.1
    
    
    
    237.9
    
    
    
    183.3
    
    
    
    615.2Total payments due
    
    $
    4,621.4
    
    
    $
    449.9
    
    
    $
    1,183.4
    
    
    $
    1,457.3
    
    
    $
    1,530.8
 
 (1)
    
    Interest rates on our variable rate instruments are assuming rates at the December 2009
levels. Amount of Expiration Per PeriodTotal Amount
    
    Less Than 1
    
    
    
    
    
    
    
    
    
    AfterOther Commercial Commitments
    
    Committed
    
    Year
    
    1 - 3 Years
    
    3 - 5 Years
    
    5 Years(In millions)Revolving Bank Facility(2)
    
    $
    200.0
    
    
    $
    
    
    
    $
    200.0
    
    
    $
    
    
    
    $
    Standby Letters of Credit(3)
    
    $
    11.1
    
    
    $
    7.8
    
    
    $
    3.3
    
    
    $
    
    
    
    $
    
 
 (2)
    
    Lamar Media had $0.0 outstanding under the revolving facility at December 31, 2009.(3)
    
    The standby letters of credit are issued under Lamar Medias revolving bank facility and
reduce the availability of the facility by the same amount. Cash Flows
    CRITICAL ACCOUNTING ESTIMATES
  23




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##### Table of Contents



Long-Lived Asset Recovery .
 Intangible Assets .
 Goodwill Impairment .
  Carrying Value of Goodwill(in thousands)December 31, 2009
    
    December 31, 2008Billboard operations
    
    
    1,423,322
    
    
    
    1,415,435Logo operations
    
    
    961
    
    
    
    961
  Consideration of market capitalization
  MarketEquity Book Value
    
    Capitalization(1)(in thousands)Aggregate Values as of December 31, 2009
    
    
    831,798
    
    
    
    2,960,320
 
 (1)
    
    Market capitalization was calculated using a 10-day average of the closing prices of the
Class A
common stock beginning 5 trading days prior to the measurement date. 24




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##### Table of Contents



Calculations of Fair Value using Discounted Cash Flow Analysis
      Revenue
    
    EBITDA5 year
    
    
    
    
    
    5 yearHistorical*
    
    projected rate
    
    Historical*
    
    projected rateBillboard operations
    
    
    0.8
    %
    
    
    5.4
    %
    
    
    (0.5
    %)
    
    
    7.3
    %Logo operations
    
    
    0.8
    %
    
    
    2.4
    %
    
    
    (5.6
    %)
    
    
    3.6
    %
 
 *
    
    Calculated based on the Companys historical results from 2005 to 2009.  Equity Book Value
    
    Fair Value (1)(in thousands)Aggregate Values as of December 31, 2009
    
    
    831,798
    
    
    
    3,026,891
 
 (1)
    
    Fair Value is calculated using the discounted cash flow analysis described above.  Deferred Taxes.
 25




---



##### Table of Contents



Asset Retirement Obligations.
  Stock-based Compensation.
 Allowance for Doubtful Accounts.
 Lamar Media Corp.
  RESULTS OF OPERATIONS
  Year Ended December 31,2009
    
    
    2008
    
    
    2007Net revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Operating expenses:Direct advertising expenses
    
    
    37.7
    
    
    
    36.5
    
    
    
    34.0General and administrative expenses
    
    
    17.7
    
    
    
    17.3
    
    
    
    17.4Corporate expenses
    
    
    4.0
    
    
    
    4.1
    
    
    
    4.9Depreciation and amortization
    
    
    31.9
    
    
    
    27.7
    
    
    
    25.4Operating income
    
    
    9.3
    
    
    
    15.0
    
    
    
    18.7Interest expense
    
    
    18.2
    
    
    
    13.2
    
    
    
    13.3Net (loss) income
    
    
    (5.3
    )
    
    
    0.9
    
    
    
    3.8
 26




---



##### Table of Contents



Year ended December 31, 2009 compared to Year ended December 31, 2008
          Reconciliations:
    27




---



##### Table of Contents



Comparison of 2009 Net Revenue to 2008 Acquisition-Adjusted Net Revenue
 Year Ended December 31,2009
    
    
    2008(In thousands)Reported net revenue
    
    $
    1,056,065
    
    
    $
    1,198,419Acquisition net revenue
    
    
    
    
    
    
    12,955Adjusted totals
    
    $
    1,056,065
    
    
    $
    1,211,374
 Year ended December 31, 2008 compared to Year ended December 31, 2007
           Reconciliations:
  28




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##### Table of Contents



Comparison of 2008 Net Revenue to 2007 Acquisition-Adjusted Net Revenue
 Year Ended December 31,2008
    
    
    2007(In thousands)Reported net revenue
    
    $
    1,198,419
    
    
    $
    1,209,555Acquisition net revenue
    
    
    
    
    
    
    28,473Adjusted totals
    
    $
    1,198,419
    
    
    $
    1,238,028
 
 ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Lamar Advertising Company and Lamar Media Corp.
     
 ITEM 8.
    
    FINANCIAL STATEMENTS (following on next page)
 29




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
 Managements Report on Internal Control over Financial Reporting
    
    
    31Report of Independent Registered Public Accounting Firm  Internal Control over Financial Reporting
    
    
    32Report of Independent Registered Public Accounting Firm  Consolidated Financial Statements
    
    
    33Consolidated Balance Sheets as of December 31, 2009 and 2008
    
    
    34Consolidated Statements of Operations for the years ended December 31, 2009, 2008 and 2007
    
    
    35Consolidated Statements of Stockholders Equity and Comprehensive Income (Deficit) for the years
ended December 31, 2009, 2008 and 2007
    
    
    36Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007
    
    
    37Notes to Consolidated Financial Statements
    
    
    38-57Schedule 2  Valuation and Qualifying Accounts for the years ended December 31, 2009, 2008 and 2007
    
    
    58
 30




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##### Table of Contents



Managements Report on Internal Control Over Financial Reporting
   31




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
 Internal Control  Integrated Framework Management Report on Internal Control over Financial Reporting
    Internal Control  Integrated Framework
  /s/ KPMG LLPKPMG LLP 
 32




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
    Internal Control  Integrated
Framework
 /s/ KPMG LLPKPMG LLP 
 33




---



##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2009 and 2008
(In thousands, except share and per share data)
 2009
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    112,253
    
    
    $
    14,139Receivables, net of allowance for doubtful accounts of $9,550 and $10,000 in 2009 and 2008
    
    
    142,518
    
    
    
    155,043Prepaid expenses
    
    
    40,588
    
    
    
    44,377Deferred income tax assets (note 11)
    
    
    13,523
    
    
    
    8,949Other current assets
    
    
    59,054
    
    
    
    38,475Total current assets
    
    
    367,936
    
    
    
    260,983Property, plant and equipment (note 4)
    
    
    2,828,726
    
    
    
    2,900,970Less accumulated depreciation and amortization
    
    
    (1,421,815
    )
    
    
    (1,305,937
    )Net property, plant and equipment
    
    
    1,406,911
    
    
    
    1,595,033Goodwill (note 5)
    
    
    1,424,283
    
    
    
    1,416,396Intangible assets, net (note 5)
    
    
    670,501
    
    
    
    773,764Deferred financing costs net of accumulated amortization of $37,880 and $36,670 at 2009 and
2008, respectively
    
    
    32,613
    
    
    
    24,372Other assets
    
    
    41,297
    
    
    
    46,477Total assets
    
    $
    3,943,541
    
    
    $
    4,117,025LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Trade accounts payable
    
    $
    10,678
    
    
    $
    15,108Current maturities of long-term debt (note 8)
    
    
    121,282
    
    
    
    58,751Accrued expenses (note 7)
    
    
    95,616
    
    
    
    78,089Deferred income
    
    
    36,131
    
    
    
    30,612Total current liabilities
    
    
    263,707
    
    
    
    182,560Long-term debt (note 8)
    
    
    2,553,630
    
    
    
    2,755,698Deferred income tax liabilities (note 11)
    
    
    116,130
    
    
    
    132,072Asset retirement obligation (note 9)
    
    
    160,260
    
    
    
    160,723Other liabilities
    
    
    18,016
    
    
    
    15,354Total liabilities
    
    
    3,111,743
    
    
    
    3,246,407Stockholders equity (note 13):Series AA preferred stock, par value $.001, $63.80 cumulative dividends, authorized 5,720
shares; 5,720 shares issued and outstanding at 2009 and 2008
    
    
    
    
    
    
    Class A preferred stock, par value $638, $63.80 cumulative dividends, 10,000 shares
authorized, 0 shares issued and outstanding at 2009 and 2008
    
    
    
    
    
    
    Class A common stock, par value $.001, 175,000,000 shares authorized, 93,742,080 and
93,339,895 shares issued and 76,796,827 and 76,401,592 outstanding at 2009 and 2008,
respectively
    
    
    94
    
    
    
    93Class B common stock, par value $.001, 37,500,000 shares authorized, 15,172,865 shares
issued and outstanding at 2009 and 2008
    
    
    15
    
    
    
    15Additional paid-in-capital
    
    
    2,361,166
    
    
    
    2,347,854Accumulated comprehensive income (deficit)
    
    
    5,248
    
    
    
    (1,066
    )Accumulated deficit
    
    
    (651,317
    )
    
    
    (592,914
    )Cost of shares held in treasury, 16,945,253 shares and 16,938,303 shares in 2009 and
2008, respectively
    
    
    (883,408
    )
    
    
    (883,364
    )Stockholders equity
    
    
    831,798
    
    
    
    870,618Total liabilities and stockholders equity
    
    $
    3,943,541
    
    
    $
    4,117,025
  34




---



##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Consolidated Statements of Operations
Years Ended December 31, 2009, 2008 and 2007
(In thousands, except share and per share data)
 2009
    
    
    2008
    
    
    2007Net revenues
    
    $
    1,056,065
    
    
    $
    1,198,419
    
    
    $
    1,209,555Operating expenses (income):Direct advertising expenses (exclusive of depreciation and amortization)
    
    
    397,725
    
    
    
    437,660
    
    
    
    410,762General and administrative expenses (exclusive of depreciation and
amortization)
    
    
    186,733
    
    
    
    207,321
    
    
    
    210,793Corporate expenses (exclusive of depreciation and amortization)
    
    
    42,690
    
    
    
    50,300
    
    
    
    59,597Depreciation and amortization (Note 10)
    
    
    336,725
    
    
    
    331,654
    
    
    
    306,879Gain on disposition of assets
    
    
    (5,424
    )
    
    
    (7,363
    )
    
    
    (3,914
    )958,449
    
    
    
    1,019,572
    
    
    
    984,117Operating income
    
    
    97,616
    
    
    
    178,847
    
    
    
    225,438Other expense (income):Gain on extinguishment of debt
    
    
    (3,320
    )
    
    
    
    
    
    
    Gain on disposition of investment
    
    
    (1,445
    )
    
    
    (1,814
    )
    
    
    (15,448
    )Interest income
    
    
    (527
    )
    
    
    (1,202
    )
    
    
    (2,598
    )Interest expense
    
    
    197,047
    
    
    
    170,352
    
    
    
    168,601191,755
    
    
    
    167,336
    
    
    
    150,555(Loss) income before income tax expense
    
    
    (94,139
    )
    
    
    11,511
    
    
    
    74,883Income tax (benefit) expense (note 11)
    
    
    (36,101
    )
    
    
    9,349
    
    
    
    33,901Net (loss) income
    
    
    (58,038
    )
    
    
    2,162
    
    
    
    40,982Preferred stock dividends
    
    
    365
    
    
    
    365
    
    
    
    365Net (loss) income applicable to common stock
    
    $
    (58,403
    )
    
    $
    1,797
    
    
    $
    40,617(Loss) earnings per share:Basic (loss) earnings per share
    
    $
    (0.64
    )
    
    $
    0.02
    
    
    $
    0.42Diluted (loss) earnings per share
    
    $
    (0.64
    )
    
    $
    0.02
    
    
    $
    0.42Cash dividends declared per share of common stock
    
    $
    
    
    
    $
    
    
    
    $
    3.25Weighted average common shares outstanding
    
    
    91,730,109
    
    
    
    92,125,660
    
    
    
    96,779,009Incremental common shares from dilutive stock options
    
    
    
    
    
    
    181,180
    
    
    
    774,898Incremental common shares from convertible debt
    
    
    
    
    
    
    
    
    
    
    Weighted average common shares assuming dilution
    
    
    91,730,109
    
    
    
    92,306,840
    
    
    
    97,553,907
  35




---



##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Consolidated Statements of Stockholders Equity and Comprehensive Income (Deficit)
Years Ended December 31, 2009, 2008 and 2007
(In thousands, except share per share data)
 AccumulatedSeries AA
    
    
    Class A
    
    
    Class A
    
    
    Class B
    
    
    
    
    
    
    Addl
    
    
    ComprehensivePREF
    
    
    PREF
    
    
    CMN
    
    
    CMN
    
    
    Treasury
    
    
    Paid in
    
    
    Income
    
    
    AccumulatedStock
    
    
    Stock
    
    
    Stock
    
    
    Stock
    
    
    Stock
    
    
    Capital
    
    
    (Deficit)
    
    
    Deficit
    
    
    TotalBalance, December 31, 2006
    
    $
    
    
    
    
    
    
    
    
    92
    
    
    
    15
    
    
    
    (399,471
    )
    
    
    2,250,716
    
    
    
    2,253
    
    
    
    (317,025
    )
    
    
    1,536,580Non-cash compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,488
    
    
    
    
    
    
    
    
    
    
    
    27,488Exercise of 311,045 shares of stock
options
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    10,605
    
    
    
    
    
    
    
    
    
    
    
    10,606Issuance of shares of common stock
through employee purchase plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,603
    
    
    
    
    
    
    
    
    
    
    
    3,603Dividends to Common Shareholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (318,303
    )
    
    
    (318,303
    )Tax Deduction related to options
exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,698
    
    
    
    
    
    
    
    
    
    
    
    6,698Purchase of 6,848,546 shares of
treasury stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (390,503
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (390,503
    )Bifurcation of 2 7/8% convertible notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,143
    
    
    
    
    
    
    
    
    
    
    
    24,143Comprehensive income
Foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,747
    
    
    
    
    
    
    
    6,747Change in unrealized loss on hedging
transaction
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (179
    )
    
    
    
    
    
    
    (179
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,982
    
    
    
    40,982Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,550Dividends ($63.80 per preferred share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (365
    )
    
    
    (365
    )Balance, December 31, 2007
    
    $
    
    
    
    
    
    
    
    
    93
    
    
    
    15
    
    
    
    (789,974
    )
    
    
    2,323,253
    
    
    
    8,821
    
    
    
    (594,711
    )
    
    
    947,497Non-cash compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,005
    
    
    
    
    
    
    
    
    
    
    
    9,005Exercise of 246,489 shares of stock
options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,802
    
    
    
    
    
    
    
    
    
    
    
    7,802Issuance of shares of common stock
through employee purchase plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,379
    
    
    
    
    
    
    
    
    
    
    
    3,379Conversion of 200,000 shares of Class
B common stock to Class A common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Tax deduction related to options
exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,415
    
    
    
    
    
    
    
    
    
    
    
    4,415Purchase of 2,629,007 shares of
treasury stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (93,390
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (93,390
    )Comprehensive income (deficit)
Foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,252
    )
    
    
    
    
    
    
    (6,252
    )Change in unrealized loss on hedging
transaction, net of tax $2,398
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,635
    )
    
    
    
    
    
    
    (3,635
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,162
    
    
    
    2,162Comprehensive deficit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,725
    )Dividends ($63.80 per preferred share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (365
    )
    
    
    (365
    )Balance, December 31, 2008
    
    $
    
    
    
    
    
    
    
    
    93
    
    
    
    15
    
    
    
    (883,364
    )
    
    
    2,347,854
    
    
    
    (1,066
    )
    
    
    (592,914
    )
    
    
    870,618Non-cash compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,462
    
    
    
    
    
    
    
    
    
    
    
    12,462Exercise of 111,843 shares of stock
options
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    1,937
    
    
    
    
    
    
    
    
    
    
    
    1,938Issuance of shares of common stock
through employee purchase plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,902
    
    
    
    
    
    
    
    
    
    
    
    2,902Tax deduction related to options
exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25
    
    
    
    
    
    
    
    
    
    
    
    25Purchase of 6,950 shares of treasury
stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (44
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (44
    )Payment on 2 7/8% convertible notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,014
    )
    
    
    
    
    
    
    
    
    
    
    (4,014
    )Comprehensive income (deficit)Foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,500
    
    
    
    
    
    
    
    2,500Change in unrealized loss on hedging
transaction, net of tax $2,398
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,814
    
    
    
    
    
    
    
    3,814Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (58,038
    )
    
    
    (58,038
    )Comprehensive deficit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (51,724
    )Dividends ($63.80 per preferred share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (365
    )
    
    
    (365
    )Balance, December 31, 2009
    
    $
    
    
    
    
    
    
    
    
    94
    
    
    
    15
    
    
    
    (883,408
    )
    
    
    2,361,166
    
    
    
    5,248
    
    
    
    (651,317
    )
    
    
    831,798
  36




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years Ended December 31, 2009, 2008 and 2007
(In thousands)
 2009
    
    
    2008
    
    
    2007Cash flows from operating activities:Net (loss) income
    
    $
    (58,038
    )
    
    $
    2,162
    
    
    $
    40,982Adjustments to reconcile net (loss) income to net cash provided by operating
activities:Depreciation and amortization
    
    
    336,725
    
    
    
    331,654
    
    
    
    306,879Non-cash compensation
    
    
    12,462
    
    
    
    9,005
    
    
    
    27,488Amortization included in interest expense
    
    
    19,442
    
    
    
    16,137
    
    
    
    10,741Gain on disposition of assets and investments
    
    
    (6,869
    )
    
    
    (9,177
    )
    
    
    (19,362
    )Gain on extinguishment of debt
    
    
    (3,320
    )
    
    
    
    
    
    
    Deferred income tax (benefit) expenses
    
    
    (20,120
    )
    
    
    19,938
    
    
    
    2,847Provision for doubtful accounts
    
    
    12,663
    
    
    
    14,365
    
    
    
    7,166Changes in operating assets and liabilities:(Increase) decrease in:Receivables
    
    
    (2,083
    )
    
    
    (11,013
    )
    
    
    (10,859
    )Prepaid expenses
    
    
    5,959
    
    
    
    599
    
    
    
    (4,159
    )Other assets
    
    
    (15,064
    )
    
    
    (19,243
    )
    
    

    (14,133
    )Increase (decrease) in:Trade accounts payable
    
    
    (4,383
    )
    
    
    (4,452
    )
    
    
    5,367Accrued expenses
    
    
    9,676
    
    
    
    (21
    )
    
    
    2,122Other liabilities
    
    
    6,693
    
    
    
    (3,434
    )
    
    
    (610
    )Cash flows provided by operating activities
    
    
    293,743
    
    
    
    346,520
    
    
    
    354,469Cash flows from investing activities:Capital expenditures
    
    
    (38,815
    )
    
    
    (198,070
    )
    
    
    (220,534
    )Acquisitions
    
    
    (4,457
    )
    
    
    (249,951
    )
    
    
    (153,593
    )Decrease in notes receivable
    
    
    168
    
    
    
    267
    
    
    
    9,420Proceeds
from disposition of assets and investments
    
    
    14,065
    
    
    
    10,335
    
    
    
    23,626Cash flows used in investing activities
    
    
    (29,039
    )
    
    
    (437,419
    )
    
    
    (341,081
    )Cash flows from financing activities:Net proceeds from issuance of common stock
    
    
    4,840
    
    
    
    11,182
    
    
    
    14,208Tax deduction from options exercised
    
    
    
    
    
    
    2,156
    
    
    
    6,698Cash used for purchase of treasury shares
    
    
    (44
    )
    
    
    (93,390
    )
    
    
    (390,503
    )Net payments under credit agreement
    
    
    (198,701
    )
    
    
    (29,412
    )
    
    
    (107,585
    )Payments on convertible notes
    
    
    (269,087
    )
    
    
    
    
    
    
    Debt issuance costs
    
    
    (19,919
    )
    
    
    (169
    )
    
    
    (7,760
    )Net proceeds from note offerings and new notes payable
    
    
    314,927
    
    
    
    140,000
    
    
    
    842,887Dividends
    
    
    (365
    )
    
    
    (365
    )
    
    
    (318,668
    )Cash flows (used in) provided by financing activities
    
    
    (168,349
    )
    
    
    30,002
    
    
    
    39,277Effect of exchange rate changes in cash and cash equivalents
    
    
    1,759
    
    
    
    (1,012
    )
    
    
    11,587Net increase (decrease) in cash and cash equivalents
    
    
    98,114
    
    
    
    (61,909
    )
    
    
    64,252Cash and cash equivalents at beginning of period
    
    
    14,139
    
    
    
    76,048
    
    
    
    11,796Cash and cash equivalents at end of period
    
    $
    112,253
    
    
    $
    14,139
    
    
    $
    76,048Supplemental disclosures of cash flow information:Cash paid for interest
    
    $
    169,703
    
    
    $
    149,417
    
    
    $
    157,549Cash paid for state and federal income taxes
    
    $
    3,314
    
    
    $
    3,933
    
    
    $
    34,249
  37




---



##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
 (1) Significant Accounting Policies
 (a) Nature of Business
   (b) Principles of Consolidation
   
    
    that engages in business activities from which it may earn revenues and incur
expenses;
    
    whose operating results are regularly reviewed by the enterprises chief operating
decision maker to make decisions about resources to be allocated to the segment and
assess its performance; and
    
    for which discrete financial information is available.
   (c) Property, Plant and Equipment
  (d) Goodwill and Intangible Assets
   38




---



##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
   (e) Impairment of Long-Lived Assets
  (f) Deferred Income
  (g) Revenue Recognition
   2009
    
    2008
    
    2007Net revenues
    
    $
    5,642
    
    
    $
    5,531
    
    
    $
    5,369Direct advertising expenses
    
    $
    2,808
    
    
    $
    2,996
    
    
    $
    2,820General and administrative expenses
    
    $
    2,867
    
    
    $
    2,643
    
    
    $
    2,546
 (h) Income Taxes
  39




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
 (i) Earnings Per Share
  (j) Stock Based Compensation
  (k) Cash and Cash Equivalents
  (l) Foreign Currency Translation
  (m) Adjustments to Previously Reported Amounts
 Immaterial Correction of an Error. Materiality, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year
Financial Statements
  Retrospective Adoption of New Accounting Standards:
 40




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
 (n) Asset Retirement Obligations
  (o) Use of Estimates
  (p) Comprehensive Income
  (q) Fair Value Hedging  Interest Rate Swaps
    (r) Subsequent Events
  41




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
 (2) Acquisitions
 Year Ended December 31, 2009
   TotalProperty, plant and equipment
    
    $
    1,066Goodwill
    
    
    3,288Site locations
    
    
    1,952Customer lists and contracts
    
    
    159Current liabilities
    
    
    (2,008
    )$
    4,457
   2009
    
    2008Net revenues
    
    $
    1,056,300
    
    
    $
    1,211,024Net (loss) income applicable to common stock
    
    $
    (58,177
    )
    
    $
    (2,768
    )Net (loss) income per common share  basic
    
    $
    (0.63
    )
    
    $
    (0.03
    )Net (loss) income per common share  diluted
    
    $
    (0.63
    )
    
    $
    (0.03
    )
 Year Ended December 31, 2008
   42




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
 TotalCurrent assets
    
    $
    16,999Property, plant and equipment
    
    
    98,673Goodwill
    
    
    40,781Site locations
    
    
    67,018Non-competition agreements
    
    
    2,792Customer lists and contracts
    
    
    12,354Other assets
    
    
    26,786Current liabilities
    
    
    (7,689
    )Long term liabilities
    
    
    (7,763
    )$
    249,951
   2008
    
    2007Net revenues
    
    $
    1,213,650
    
    
    $
    1,253,355Net (loss) income applicable to common stock
    
    $
    (1,183
    )
    
    $
    33,446Net (loss) income per common share  basic
    
    $
    (0.01
    )
    
    $
    0.35Net (loss) income per common share  diluted
    
    $
    (0.01
    )
    
    $
    0.34
 (3) Noncash Financing and Investing Activities
  (4) Property, Plant and Equipment
  Estimated Life(Years)
    
    
    2009
    
    
    2008Land
    
    
    
    
    
    $
    298,295
    
    
    $
    298,923Building and improvements
    
    
    10  39
    
    
    
    110,294
    
    
    
    109,547Advertising structures
    
    
    5  15
    
    
    
    2,298,975
    
    
    
    2,370,472Automotive and other equipment
    
    
    3  7
    
    
    
    121,162
    
    
    
    122,028$
    2,828,726
    
    
    $
    2,900,970
 (5) Goodwill and Other Intangible Assets
  Estimated
    
    
    2009
    
    
    2008Life
    
    
    Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    Accumulated(Years)
    
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationAmortizable Intangible Assets:Customer lists and contracts
    
    
    7  10
    
    
    $
    465,634
    
    
    $
    429,674
    
    
    $
    465,126
    
    
    $
    415,753Non-competition agreements
    
    
    3  15
    
    
    
    63,419
    
    
    
    59,810
    
    
    
    63,407
    
    
    
    58,380Site locations
    
    
    15
    
    
    
    1,371,968
    
    
    
    741,599
    
    
    
    1,367,511
    
    
    
    649,596Other
    
    
    5  15
    
    
    
    13,608
    
    
    
    13,045
    
    
    
    13,608
    
    
    
    12,159$
    1,914,629
    
    
    $
    1,244,128
    
    
    $
    1,909,652
    
    
    $
    1,135,888Unamortizable Intangible Assets:Goodwill
    
    
    
    
    
    $
    1,677,918
    
    
    $
    253,635
    
    
    $
    1,670,031
    
    
    $
    253,635
 43




---



##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
  Balance as of December 31, 2008
    
    $
    1,670,031Goodwill acquired during the year
    
    
    3,288Purchase price adjustments and other
    
    
    4,599Impairment losses
    
    
    Balance as of December 31, 2009
    
    $
    1,677,918
  Year ended December 31, 2010
    
    $
    104,467Year ended December 31, 2011
    
    
    101,988Year ended December 31, 2012
    
    
    98,746Year ended December 31, 2013
    
    
    96,039Year ended December 31, 2014
    
    
    82,084Thereafter
    
    
    187,177Total
    
    $
    670,501
 (6) Leases
  2010
    
    $
    149,1422011
    
    $
    126,3872012
    
    $
    111,5332013
    
    $
    97,5642014
    
    $
    85,681Thereafter
    
    $
    615,209
  (7) Accrued Expenses
  2009
    
    
    2008Payroll
    
    $
    11,568
    
    
    $
    7,437Interest
    
    
    44,663
    
    
    
    36,761Insurance benefits
    
    
    11,099
    
    
    
    10,738Other
    
    
    28,286
    
    
    
    23,153$
    95,616
    
    
    $
    78,089
 (8) Long-term Debt
  2009
    
    
    2008Bank Credit Agreement
    
    $
    1,092,763
    
    
    $
    1,290,6252 7/8% Convertible Notes
    
    
    3,273
    
    
    
    265,5917 1/4% Senior Subordinated Notes
    
    
    386,765
    
    
    
    387,2786 5/8% Senior Subordinated Notes
    
    
    400,000
    
    
    
    400,0006 5/8% Senior Subordinated Notes  Series B
    
    
    205,077
    
    
    
    203,5846 5/8% Senior Subordinated Notes  Series C
    
    
    264,062
    
    
    
    262,5689 3/4% Senior Notes
    
    
    318,958
    
    
    
    Other notes with various rates and terms
    
    
    4,014
    
    
    
    4,8032,674,912
    
    
    
    2,814,449Less current maturities
    
    
    (121,282
    )
    
    
    (58,751
    )Long-term debt, excluding current maturities
    
    $
    2,553,630
    
    
    $
    2,755,698
 44




---



##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
  2010
    
    $
    121,2822011
    
    $
    199,4492012
    
    $
    420,8162013
    
    $
    434,2472014
    
    $
    629,022Later years
    
    $
    870,096
         45




---



##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
        Credit Facility
  46




---



##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
       TermMarch 31, 2010
    
    $
    26,962.5June 30, 2010  March 31, 2011
    
    $
    30,087.5June 30, 2011  September 30, 2011
    
    $
    33,212.5December 31, 2011  March 31, 2012
    
    $
    102,287.5June 30, 2012  September 30, 2012
    
    $
    136,662.5December 31, 2012  March 31, 2013
    
    $
    44,562.5June 30, 2013  December 31, 2013
    
    $
    812.5March 30, 2014
    
    $
    309,562.5
    47




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
 
    
    dispose of assets;
    
    incur or repay debt;
    
    create liens;
    
    make investments; and
    
    pay dividends.
  
    
    fixed charges ratios;
    
    senior debt ratios; and
    
    total debt ratios.
  (9) Asset Retirement Obligation
  Balance at December 31, 2007
    
    $
    150,046Additions to asset retirement obligations
    
    
    6,178Accretion expense
    
    
    10,177Liabilities settled
    
    
    (5,678
    )Balance at December 31, 2008
    
    
    160,723Additions to asset retirement obligations
    
    
    166Accretion expense
    
    
    10,276Liabilities settled
    
    
    (10,905
    )Balance at December 31, 2009
    
    $
    160,260
 (10) Depreciation and Amortization
  Year Ended December 31,2009
    
    
    2008
    
    
    2007Direct expenses
    
    $
    318,561
    
    
    $
    312,028
    
    
    $
    287,422General and administrative expenses
    
    
    6,528
    
    
    
    7,325
    
    
    
    8,212Corporate expenses
    
    
    11,636
    
    
    
    12,301
    
    
    
    11,245$
    336,725
    
    
    $
    331,654
    
    
    $
    306,879
 48




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
 (11) Income Taxes
   Balance of December 31, 2008
    
    $
    868Plus: additions based on tax positions related to the current year
    
    
    35Plus: additions for tax positions of prior years
    
    
    16Less: reductions made for tax positions of prior years
    
    
    Settlements
    
    
    Balance of December 31, 2009
    
    $
    919
      Current
    
    
    Deferred
    
    
    TotalYear ended December 31, 2009:U.S. federal
    
    $
    (20,062
    )
    
    $
    (14,862
    )
    
    $
    (34,924
    )State and local
    
    
    1,960
    
    
    
    (2,939
    )
    
    
    (979
    )Foreign
    
    
    2,121
    
    
    
    (2,319
    )
    
    
    (198
    )$
    (15,981
    )
    
    $
    (20,120
    )
    
    $
    (36,101
    )Year ended December 31, 2008:U.S. federal
    
    $
    (12,845
    )
    
    $
    19,628
    
    
    $
    6,783State and local
    
    
    893
    
    
    
    2,092
    
    
    
    2,985Foreign
    
    
    1,363
    
    
    
    (1,782
    )
    
    
    (419
    )$
    (10,589
    )
    
    $
    19,938
    
    
    $
    9,349Year ended December 31, 2007:U.S. federal
    
    $
    21,753
    
    
    $
    2,240
    
    
    $
    23,993State and local
    
    
    7,148
    
    
    
    1,163
    
    
    
    8,311Foreign
    
    
    2,153
    
    
    
    (556
    )
    
    
    1,597$
    31,054
    
    
    $
    2,847
    
    
    $
    33,901
  49




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
  2009
    
    
    2008
    
    
    2007Computed expected tax (benefit) expense
    
    $
    (32,948
    )
    
    $
    4,029
    
    
    $
    26,209Increase (reduction) in income taxes resulting from:Book expenses not deductible for tax purposes
    
    
    816
    
    
    
    1,482
    
    
    
    1,104Stock-based compensation
    
    
    (3,534
    )
    
    
    2,145
    
    
    
    880Amortization of non-deductible goodwill
    
    
    6
    
    
    
    25
    
    
    
    30State and local income taxes, net of federal income tax benefit
    
    
    (636
    )
    
    
    1,346
    
    
    
    6,174Undistributed earnings of foreign subsidiaries
    
    
    828
    
    
    
    821
    
    
    
    465Net operating loss valuation allowance
    
    
    (9
    )
    
    
    594
    
    
    
    (772
    )Other differences, net
    
    
    (624
    )
    
    
    (1,093
    )
    
    
    (189
    )$
    (36,101
    )
    
    $
    9,349
    
    
    $
    33,901
  2009
    
    
    2008Current deferred tax assets:Receivables, principally due to allowance for doubtful accounts
    
    $
    6,298
    
    
    $
    6,124Accrued liabilities not deducted for tax purposes
    
    
    2,890
    
    
    
    2,401Tax credits
    
    
    3,912
    
    
    
    Other
    
    
    423
    
    
    
    424Net current deferred tax asset
    
    $
    13,523
    
    
    $
    8,949
 2009
    
    
    2008Non-current deferred tax liabilities:Plant and equipment, principally due to differences in depreciation
    
    $
    (37,676
    )
    
    $
    (33,135
    )Intangibles, due to differences in amortizable lives
    
    
    (267,199
    )
    
    
    (251,085
    )Undistributed earnings of foreign subsidiaries
    
    
    (2,940
    )
    
    
    (2,112
    )Debt, due to 2 7/8% convertible notes discount
    
    
    (41
    )
    
    
    (8,435
    )Other, net
    
    
    
    
    
    
    (134
    )Investments in partnerships
    
    
    (973
    )
    
    
    (127
    )Net non-current tax liabilities
    
    
    (308,829
    )
    
    
    (295,028
    )Non-current deferred tax assets:Plant and equipment, due to basis differences on acquisitions and costs capitalized for tax purposes
    
    
    19,074
    
    
    
    21,107Investment in affiliates and plant and equipment, due to gains recognized for tax purposes and
deferred for financial reporting purposes
    
    
    933
    
    
    
    933Accrued liabilities not deducted for tax purposes
    
    
    26,438
    
    
    
    13,540Net operating loss carry forward
    
    
    94,140
    
    
    
    50,958Asset retirement obligation
    
    
    51,857
    
    
    
    49,893Tax credits
    
    
    1,516
    
    
    
    25,596Interest rate swap agreement
    
    
    
    
    
    
    2,403Other, net
    
    
    87
    
    
    
    Charitable contribution carry forward
    
    
    333
    
    
    
    218Total Non-current deferred tax assets
    
    
    194,378
    
    
    
    164,648Less: valuation allowance
    
    
    (1,679
    )
    
    
    (1,692
    )Net non-current deferred tax assets
    
    
    192,699
    
    
    
    162,956Net non-current deferred tax liability
    
    $
    (116,130
    )
    
    $
    (132,072
    )
  50




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LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
    (12) Related Party Transactions
      51




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LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
 (13) Stockholders Equity
      (14) Stock Compensation Plans
 Equity Incentive Plan.
 52




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
       Dividend
    
    Expected
    
    Risk Free
    
    ExpectedGrant Year
    
    Yield
    
    Volatility
    
    Interest Rate
    
    Lives2009
    
    
    0
    %
    
    
    55
    %
    
    
    2
    %
    
    
    52008
    
    
    0
    %
    
    
    28
    %
    
    
    3
    %
    
    
    72007
    
    
    0
    %
    
    
    30
    %
    
    
    5
    %
    
    
    5
  Weighted
    
    
    WeightedAverage
    
    
    AverageExercise
    
    
    ContractualShares
    
    
    Price
    
    
    LifeOutstanding, beginning of year
    
    
    3,386,746
    
    
    $
    38.12Granted
    
    
    2,879,138
    
    
    
    17.34Exercised
    
    
    (111,843
    )
    
    
    17.32Canceled
    
    
    (2,934,702
    )
    
    
    37.89Outstanding, end of year
    
    
    3,219,339
    
    
    $
    20.47
    
    
    
    9.07Exercisable at end of year
    
    
    712,078
    
    
    $
    24.59
    
    
    
    8.23
   53




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LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
    Weighted AverageGrant DateShares
    
    Fair ValueNon-vested stock options at the beginning of the period
    
    
    1,014,955
    
    
    $
    17.09Granted
    
    
    2,879,138
    
    
    
    8.62Vested
    
    
    868,939
    
    
    
    11.66Canceled
    
    
    539,169
    
    
    
    16.79Non-vested stock options at the end of the period
    
    
    2,485,985
    
    
    $
    9.31
 Stock Purchase Plan.
  Shares2000 ESPP Plan Shares available for future purchases, January 1, 2009
    
    
    238,087Purchases under 2000 ESPP Plan
    
    
    (149,933
    )Share reserved for issuance during 2009
    
    
    500,000Shares available as of June 30, 2009 & transferred to the 2009 ESPP Plan
    
    
    588,154Purchases under 2009 ESPP plan
    
    
    (107,296
    )Total shares available at December 31, 2009 under the 2009 ESPP Plan
    
    
    480,858
 Performance-based compensation.
 54




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
 (15) Benefit Plans
  Savings and Profit Sharing Plan
  Deferred Compensation Plan
   (16) Commitment and Contingencies
  (17) Summarized Financial Information of Subsidiaries
  55




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LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
  (18) Fair Value of Financial Instruments
  As of December 31, 2009Fair Value Measurements Using:Quoted
    
    SignificantPrices in
    
    OtherActive
    
    Observable
    
    SignificantCarrying
    
    Total Fair
    
    Markets
    
    Inputs
    
    UnobservableAmount
    
    Value
    
    (Level 1)
    
    (Level 2)
    
    Inputs (Level 3)Long-term
debt (including current maturities)
    
    $
    2,674,912
    
    
    $
    2,730,906
    
    
    $
    2,730,906
    
    
    $
    
    
    
    $
    
   Level 1 Fair Value Measurements
 Long-term debt 
 56




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
 (19) Quarterly Financial Data (Unaudited)
 Year 2009 QuartersMarch 31
    
    June 30
    
    September 30
    
    December 31Net revenues
    
    $
    247,248
    
    
    $
    274,736
    
    
    $
    271,766
    
    
    $
    262,315Net revenues less direct advertising expenses
    
    $
    146,267
    
    
    $
    175,292
    
    
    $
    174,136
    
    
    $
    162,645Net loss applicable to common stock
    
    $
    (21,829
    )
    
    $
    (11,928
    )
    
    $
    (4,872
    )
    
    $
    (19,774
    )Net loss per common share basic
    
    $
    (0.24
    )
    
    $
    (0.13
    )
    
    $
    (0.05
    )
    
    $
    (0.22
    )Net loss per common share  diluted
    
    $
    (0.24
    )
    
    $
    (0.13
    )
    
    $
    (0.05
    )
    
    $
    (0.22
    )
 Year 2008 QuartersMarch 31
    
    June 30
    
    September 30
    
    December 31Net revenues
    
    $
    282,776
    
    
    $
    323,819
    
    
    $
    312,516
    
    
    $
    279,308Net revenues less direct advertising expenses
    
    $
    177,551
    
    
    $
    213,317
    
    
    $
    198,541
    
    
    $
    171,350Net (loss) income applicable to common stock
    
    $
    (3,567
    )
    
    $
    12,305
    
    
    $
    1,739
    
    
    $
    (8,680
    )Net (loss) income per common share basic
    
    $
    (0.04
    )
    
    $
    0.13
    
    
    $
    0.02
    
    
    $
    (0.09
    )Net (loss) income per common share  diluted
    
    $
    (0.04
    )
    
    $
    0.13
    
    
    $
    0.02
    
    
    $
    (0.09
    )
 (20) Subsequent
Event
  57




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##### Table of Contents



SCHEDULE 2
 
 Lamar Advertising Company
And Subsidiaries
Valuation and Qualifying Accounts
Years Ended December 31, 2009, 2008 and 2007
(In thousands)
 Balance at
    
    Charged to
    
    
    
    
    
    Balance atBeginning
    
    Costs and
    
    
    
    
    
    End ofof Period
    
    Expenses
    
    Deductions
    
    PeriodYear ended December 31, 2009 Deducted in
balance sheet from trade accounts receivable:Allowance for doubtful accounts
    
    $
    10,000
    
    
    
    12,663
    
    
    
    13,113
    
    
    $
    9,550Deducted in balance sheet from intangible assets:Amortization of intangible assets
    
    $
    1,389,523
    
    
    
    108,292
    
    
    
    52
    
    
    $
    1,497,763Year ended December 31, 2008 Deducted in balance
sheet from trade accounts receivable:
    
    $
    6,740
    
    
    
    14,365
    
    
    
    11,105
    
    
    $
    10,000Allowance for doubtful accountsDeducted in balance sheet from intangible assets:
    
    $
    1,282,542
    
    
    
    106,981
    
    
    
    
    
    
    $
    1,389,523Amortization of intangible assetsYear ended December 31, 2007 Deducted in balance
sheet from trade accounts receivable:
    
    $
    6,400
    
    
    
    7,166
    
    
    
    6,826
    
    
    $
    6,740Allowance for doubtful accountsDeducted in balance sheet from intangible assets:
    
    $
    1,173,293
    
    
    
    109,249
    
    
    
    
    
    
    $
    1,282,542Amortization of intangible assets
 58




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##### Table of Contents



LAMAR MEDIA CORP.
AND SUBSIDIARIES
 Managements Report on Internal Control Over Financial Reporting
    
    60Report of Independent Registered Public Accounting Firm  Internal Control over Financial Reporting
    
    61Report of Independent Registered Public Accounting Firm  Consolidated Financial Statements
    
    62Consolidated Balance Sheets as of December 31, 2009 and 2008
    
    63Consolidated Statements of Operations for the years ended December 31, 2009, 2008 and 2007
    
    64Consolidated Statements of Stockholders Equity and Comprehensive Income (Deficit) for the years
ended December 31, 2009, 2008 and 2007
    
    65Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007
    
    66Notes to Consolidated Financial Statements
    
    67-71Schedule 2  Valuation and Qualifying Accounts for the years ended December 31, 2009, 2008 and 2007
    
    72
 59




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Managements Report on Internal Control Over Financial Reporting
   60




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
 Internal Control  Integrated Framework Management Report on Internal Control over Financial Reporting
    Internal
Control  Integrated Framework
  /s/ KPMG LLPKPMG LLP 
 61




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
    Internal Control  Integrated Framework
 /s/ KPMG LLPKPMG LLP 
 62




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##### Table of Contents



LAMAR MEDIA CORP.
AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2009 and 2008
(In thousands, except share and per share data)
 2009
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    105,306
    
    
    $
    14,139Receivables, net of allowance for doubtful accounts of $9,550 and $10,000 in 2009 and 2008
    
    
    142,518
    
    
    
    155,043Prepaid expenses
    
    
    40,588
    
    
    
    44,377Deferred income tax assets (note 6)
    
    
    13,523
    
    
    
    8,948Other current assets
    
    
    52,251
    
    
    
    39,183Total current assets
    
    
    354,186
    
    
    
    261,690Property, plant and equipment
    
    
    2,828,726
    
    
    
    2,900,970Less accumulated depreciation and amortization
    
    
    (1,421,815
    )
    
    
    (1,305,937
    )Net property, plant and equipment
    
    
    1,406,911
    
    
    
    1,595,033Goodwill (note 3)
    
    
    1,414,131
    
    
    
    1,406,254Intangible assets, net (note 3)
    
    
    669,938
    
    
    
    773,140Deferred financing costs net of accumulated amortization of $28,592 and $22,817 as of 2009 and 2008 respectively
    
    
    30,660
    
    
    
    18,538Other assets
    
    
    36,012
    
    
    
    43,412Total assets
    
    $
    3,911,838
    
    
    $
    4,098,067LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Trade accounts payable
    
    $
    10,678
    
    
    $
    15,108Current maturities of long-term debt (note 5)
    
    
    118,009
    
    
    
    58,751Accrued expenses (note 4)
    
    
    84,877
    
    
    
    67,351Deferred income
    
    
    36,131
    
    
    
    30,612Total current liabilities
    
    
    249,695
    
    
    
    171,822Long-term debt (note 5)
    
    
    2,553,630
    
    
    
    2,777,607Deferred income tax liabilities (note 6)
    
    
    148,765
    
    
    
    158,657Asset retirement obligation
    
    
    160,260
    
    
    
    160,723Other liabilities
    
    
    18,016
    
    
    
    15,354Total liabilities
    
    
    3,130,366
    
    
    
    3,284,163Stockholders equity:Common stock, $.01 par value, authorized 3,000 shares; 100 shares issued and outstanding at 2009 and 2008
    
    
    
    
    
    
    Additional paid-in-capital
    
    
    2,534,783
    
    
    
    2,517,481Accumulated comprehensive income (deficit)
    
    
    5,248
    
    
    
    (1,066
    )Accumulated deficit
    
    
    (1,758,559
    )
    
    
    (1,702,511
    )Stockholders equity
    
    
    781,472
    
    
    
    813,904Total liabilities and stockholders equity
    
    $
    3,911,838
    
    
    $
    4,098,067
  63




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##### Table of Contents



LAMAR MEDIA CORP.
AND SUBSIDIARIES
Consolidated Statements of Operations
Years Ended December 31, 2009, 2008 and 2007
(In thousands)
 2009
    
    
    2008
    
    
    2007Net revenues
    
    $
    1,056,065
    
    
    $
    1,198,419
    
    
    $
    1,209,555Operating expenses (income):Direct advertising expenses (exclusive of depreciation and amortization)
    
    
    397,725
    
    
    
    437,660
    
    
    
    410,762General and administrative expenses (exclusive of depreciation and amortization)
    
    
    186,733
    
    
    
    207,321
    
    
    
    210,793Corporate expenses (exclusive of depreciation and amortization)
    
    
    42,265
    
    
    
    49,398
    
    
    
    59,040Depreciation and amortization
    
    
    336,725
    
    
    
    331,654
    
    
    
    306,879Gain on disposition of assets
    
    
    (5,424
    )
    
    
    (7,363
    )
    
    
    (3,914
    )958,024
    
    
    
    1,018,670
    
    
    
    983,560Operating income
    
    
    98,041
    
    
    
    179,749
    
    
    
    225,995Other expense (income):Gain on disposition of investment
    
    
    (1,445
    )
    
    
    (1,814
    )
    
    
    (15,448
    )Interest income
    
    
    (462
    )
    
    
    (1,202
    )
    
    
    (2,598
    )Interest expense
    
    
    191,917
    
    
    
    157,918
    
    
    
    161,207190,010
    
    
    
    154,902
    
    
    
    143,161(Loss) income before income tax expense
    
    
    (91,969
    )
    
    
    24,847
    
    
    
    82,834Income tax (benefit) expense (note 6)
    
    
    (36,146
    )
    
    
    14,487
    
    
    
    37,283Net (loss) income
    
    $
    (55,823
    )
    
    $
    10,360
    
    
    $
    45,551
  64




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##### Table of Contents



LAMAR MEDIA CORP.
AND SUBSIDIARIES
Consolidated Statements of Stockholders Equity and Comprehensive Income (Deficit)
Years Ended December 31, 2009, 2008 and 2007
(In thousands, except share and per share data)
 AccumulatedAdditional
    
    
    ComprehensiveCommon
    
    
    Paid-In
    
    
    Income
    
    
    AccumulatedStock
    
    
    Capital
    
    
    (Deficit)
    
    
    Deficit
    
    
    TotalBalance, December 31, 2006
    
    $
    
    
    
    $
    2,444,485
    
    
    $
    2,253
    
    
    $
    (956,224
    )
    
    $
    1,490,514Contribution from parent
    
    
    
    
    
    
    48,395
    
    
    
    
    
    
    
    
    
    
    
    48,395Comprehensive income:Foreign currency translations
    
    
    
    
    
    
    
    
    
    
    6,747
    
    
    
    
    
    
    
    6,747Change in unrealized loss of hedging transaction
    
    
    
    
    
    
    
    
    
    
    (179
    )
    
    
    
    
    
    
    (179
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,551
    
    
    
    45,551Net comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    52,119Dividend to parent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (708,808
    )
    
    
    (708,808
    )Balance, December 31, 2007
    
    $
    
    
    
    $
    2,492,880
    
    
    $
    8,821
    
    
    $
    (1,619,481
    )
    
    $
    882,220Contribution from parent
    
    
    
    
    
    
    24,601
    
    
    
    
    
    
    
    
    
    
    
    24,601Comprehensive income:Foreign currency translations
    
    
    
    
    
    
    
    
    
    
    (6,252
    )
    
    
    
    
    
    
    (6,252
    )Change in unrealized loss of hedging
transaction, net of tax $2,398
    
    
    
    
    
    
    
    
    
    
    (3,635
    )
    
    
    
    
    
    
    (3,635
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,360
    
    
    
    10,360Net comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    473Dividend to parent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (93,390
    )
    
    
    (93,390
    )Balance, December 31, 2008
    
    $
    
    
    
    $
    2,517,481
    
    
    $
    (1,066
    )
    
    $
    (1,702,511
    )
    
    $
    813,904Contribution from parent
    
    
    
    
    
    
    17,302
    
    
    
    
    
    
    
    
    
    
    
    17,302Comprehensive income:Foreign currency translations
    
    
    
    
    
    
    
    
    
    
    2,500
    
    
    
    
    
    
    
    2,500Change in unrealized loss of hedging
transaction, net of tax $2,398
    
    
    
    
    
    
    
    
    
    
    3,814
    
    
    
    
    
    
    
    3,814Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (55,823
    )
    
    
    (55,823
    )Net comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (49,509
    )Dividend to parent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (225
    )
    
    
    (225
    )Balance, December 31, 2009
    
    $
    
    
    
    $
    2,534,783
    
    
    $
    5,248
    
    
    $
    (1,758,559
    )
    
    $
    781,472
  65




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##### Table of Contents



LAMAR MEDIA CORP.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years Ended December 31, 2009, 2008 and 2007
(In thousands)
 2009
    
    
    2008
    
    
    2007Cash flows from operating activities:Net (loss) income
    
    $
    (55,823
    )
    
    $
    10,360
    
    
    $
    45,551Adjustments to reconcile net income to net cash provided by
operating activities: Depreciation and amortization
    
    
    336,725
    
    
    
    331,654
    
    
    
    306,879Non-cash compensation
    
    
    12,462
    
    
    
    9,005
    
    
    
    27,488Amortization included in interest expense
    
    
    14,312
    
    
    
    3,703
    
    
    
    3,347Gain on disposition of assets and investments
    
    
    (6,869
    )
    
    
    (9,177
    )
    
    
    (19,362
    )Deferred income tax expenses (benefit)
    
    
    (20,602
    )
    
    
    25,781
    
    
    
    5,650Provision for doubtful accounts
    
    
    12,663
    
    
    
    14,365
    
    
    
    7,166Changes in operating assets and liabilities:(Increase) decrease in:Receivables
    
    
    (2,083
    )
    
    
    (11,013
    )
    
    
    (10,859
    )Prepaid expenses
    
    
    5,959
    
    
    
    599
    
    
    
    (4,159
    )Other assets
    
    
    (14,628
    )
    
    
    (17,170
    )
    
    
    (11,221
    )Increase (decrease) in:Trade accounts payable
    
    
    1,508
    
    
    
    (4,452
    )
    
    
    5,367Accrued expenses
    
    
    9,677
    
    
    
    60
    
    
    
    (10,638
    )Other liabilities
    
    
    (738
    )
    
    
    (18,824
    )
    
    
    (19,349
    )Cash flows provided by operating activities
    
    
    292,563
    
    
    
    334,891
    
    
    
    325,860Cash flows from investing activities:Capital expenditures
    
    
    (38,815
    )
    
    
    (198,070
    )
    
    
    (220,534
    )Acquisitions
    
    
    (4,457
    )
    
    
    (249,951
    )
    
    
    (153,593
    )Decrease in notes receivable
    
    
    168
    
    
    
    267
    
    
    
    9,420Proceeds
from disposition of assets and investments
    
    
    14,065
    
    
    
    10,335
    
    
    
    23,626Cash flows used in investing activities
    
    
    (29,039
    )
    
    
    (437,419
    )
    
    
    (341,081
    )Cash flows from financing activities:Net payments on credit agreement
    
    
    (198,701
    )
    
    
    (29,412
    )
    
    
    (107,585
    )Payment on mirror note
    
    
    (287,500
    )
    
    
    
    
    
    
    Debt issuance costs
    
    
    (19,919
    )
    
    
    (168
    )
    
    
    (7,003
    )Net proceeds from note offerings and new notes payable
    
    
    314,927
    
    
    
    140,000
    
    
    
    842,887Dividends to parent
    
    
    (225
    )
    
    
    (93,390
    )
    
    
    (708,808
    )Contributions from parent
    
    
    17,302
    
    
    
    24,601
    
    
    
    48,395Cash flows (used in) provided by financing activities
    
    
    (174,116
    )
    
    
    41,631
    
    
    
    67,886Effect of exchange rate changes in cash and cash equivalents
    
    
    1,759
    
    
    
    (1,012
    )
    
    
    11,587Net increase (decrease) in cash and cash equivalents
    
    
    91,167
    
    
    
    (61,909
    )
    
    
    64,252Cash and cash equivalents at beginning of period
    
    
    14,139
    
    
    
    76,048
    
    
    
    11,796Cash and cash equivalents at end of period
    
    $
    105,306
    
    
    $
    14,139
    
    
    $
    76,048Supplemental disclosures of cash flow information:Cash paid for interest
    
    $
    169,703
    
    
    $
    149,417
    
    
    $
    157,549Cash paid for state and federal income taxes
    
    $
    3,314
    
    
    $
    3,933
    
    
    $
    34,249
  66




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##### Table of Contents



LAMAR MEDIA CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
 (1) Significant Accounting Policies
 (a) Nature of Business
    (b) Principles of Consolidation
  (2) Non-cash Financing and Investing Activities
  (3) Goodwill and Other Intangible Assets
  Estimated
    
    
    2009
    
    
    2008Life
    
    
    Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    Accumulated(Years)
    
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationAmortizable Intangible Assets:Customer lists and contracts
    
    
    710
    
    
    $
    465,634
    
    
    $
    429,674
    
    
    $
    465,126
    
    
    $
    415,753Non-competition agreement
    
    
    315
    
    
    
    63,419
    
    
    
    59,810
    
    
    
    63,407
    
    
    
    58,380Site locations
    
    
    15
    
    
    
    1,371,968
    
    
    
    741,599
    
    
    
    1,367,511
    
    
    
    649,597Other
    
    
    515
    
    
    
    13,063
    
    
    
    13,063
    
    
    
    13,001
    
    
    
    12,175$
    1,914,084
    
    
    $
    1,244,146
    
    
    $
    1,909,045
    
    
    $
    1,135,905Unamortizable Intangible Assets:Goodwill
    
    
    
    
    
    $
    1,666,897
    
    
    $
    252,766
    
    
    $
    1,659,020
    
    
    $
    252,766
  Balance as of December 31, 2008
    
    $
    1,659,020Goodwill acquired during the year
    
    
    3,288Purchase price adjustments and other
    
    
    4,589Impairment losses
    
    
    Balance as of December 31, 2009
    
    $
    1,666,897
 67




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##### Table of Contents



LAMAR MEDIA CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
 (4) Accrued Expenses
  2009
    
    
    2008Payroll
    
    $
    11,568
    
    
    $
    7,437Interest
    
    
    44,663
    
    
    
    36,761Other
    
    
    28,646
    
    
    
    23,153$
    84,877
    
    
    $
    67,351
 (5) Long-term Debt
  2009
    
    
    20087 1/4% Senior Subordinated Notes
    
    $
    386,765
    
    
    $
    387,278Mirror note to parent
    
    
    
    
    
    
    287,500Bank Credit Agreement
    
    
    1,092,763
    
    
    
    1,290,6256 5/8% Senior Subordinated Notes
    
    
    400,000
    
    
    
    400,0006 5/8% Senior Subordinated Notes  Series B
    
    
    205,077
    
    
    
    203,5846 5/8% Senior Subordinated Notes  Series C
    
    
    264,062
    
    
    
    262,5689 3/4% Senior Notes
    
    
    318,958
    
    
    
    Other notes with various rates and terms
    
    
    4,014
    
    
    
    4,8032,671,639
    
    
    
    2,836,358Less current maturities
    
    
    (118,009
    )
    
    
    (58,751
    )Long-term debt excluding current maturities
    
    $
    2,553,630
    
    
    $
    2,777,607
  2010
    
    $
    118,0092011
    
    $
    199,4492012
    
    $
    420,8162013
    
    $
    434,2472014
    
    $
    629,022Later years
    
    $
    870,096
 (6) Income Taxes
   Balance of December 31, 2008
    
    $
    868Plus: additions based on tax positions related to the current year
    
    
    35Plus: additions for tax positions of prior years
    
    
    16Less: reductions made for tax positions of prior years
    
    
    Settlements
    
    
    Balance of December 31, 2009
    
    $
    919
 68




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##### Table of Contents



LAMAR MEDIA CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
       Current
    
    
    Deferred
    
    
    TotalYear ended December 31, 2009:U.S. federal
    
    $
    (19,691
    )
    
    $
    (15,292
    )
    
    $
    (34,983
    )State and local
    
    
    2,026
    
    
    
    (2,991
    )
    
    
    (965
    )Foreign
    
    
    2,121
    
    
    
    (2,319
    )
    
    
    (198
    )$
    (15,544
    )
    
    $
    (20,602
    )
    
    $
    (36,146
    )Year ended December 31, 2008:U.S. federal
    
    $
    (13,560
    )
    
    $
    25,425
    
    
    $
    11,865State and local
    
    
    903
    
    
    
    2,138
    
    
    
    3,041Foreign
    
    
    1,363
    
    
    
    (1,782
    )
    
    
    (419
    )$
    (11,294
    )
    
    $
    25,781
    
    
    $
    14,487Year ended December 31, 2007:U.S. federal
    
    $
    22,329
    
    
    $
    5,056
    
    
    $
    27,385State and local
    
    
    7,151
    
    
    
    1,150
    
    
    
    8,301Foreign
    
    
    2,153
    
    
    
    (556
    )
    
    
    1,597$
    31,633
    
    
    $
    5,650
    
    
    $
    37,283
  2009
    
    
    2008
    
    
    2007Computed expected tax expense
    
    $
    (32,189
    )
    
    $
    8,696
    
    
    $
    28,992Increase (reduction) in income taxes resulting from:Book expenses not deductible for tax purposes
    
    
    816
    
    
    
    1,482
    
    
    
    1,105Stock-based compensation
    
    
    (3,534
    )
    
    
    2,145
    
    
    
    880Amortization of non-deductible goodwill
    
    
    1
    
    
    
    19
    
    
    
    24State and local income taxes, net of federal income tax benefit
    
    
    (628
    )
    
    
    1,382
    
    
    
    6,168Undistributed earnings foreign subsidiaries
    
    
    828
    
    
    
    821
    
    
    
    465Valuation allowance
    
    
    (9
    )
    
    
    594
    
    
    
    (772
    )Other differences, net
    
    
    (1,431
    )
    
    
    (652
    )
    
    
    421$
    (36,146
    )
    
    $
    14,487
    
    
    $
    37,283
 69




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##### Table of Contents



LAMAR MEDIA CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
  2009
    
    
    2008Current deferred tax assets:Receivables, principally due to allowance for doubtful accounts
    
    $
    6,298
    
    
    $
    6,124Tax credits
    
    
    3,912
    
    
    
    Accrued liabilities not deducted for tax purposes
    
    
    2,890
    
    
    
    2,401Other
    
    
    423
    
    
    
    423Net current deferred tax asset
    
    $
    13,523
    
    
    $
    8,948Non-current deferred tax liabilities:Plant and equipment, principally due to differences in depreciation
    
    $
    (37,676
    )
    
    $
    (33,135
    )Intangibles, due to differences in amortizable lives
    
    
    (266,570
    )
    
    
    (250,574
    )Undistributed earnings of foreign subsidiary
    
    
    (2,940
    )
    
    
    (2,112
    )Investment in partnership
    
    
    (973
    )
    
    
    (126
    )Other, net
    
    
    
    
    
    
    (186
    )$
    (308,159
    )
    
    $
    (286,133
    )Non-current deferred tax assets:Plant and equipment, due to basis differences on acquisitions and costs capitalized for tax purposes
    
    
    19,074
    
    
    
    21,107Investment in affiliates and plant and equipment, due to gains recognized for tax purposes and
deferred for financial reporting purposes
    
    
    933
    
    
    
    933Accrued liabilities not deducted for tax purposes
    
    
    26,438
    
    
    
    13,540Net operating loss carry forward
    
    
    46,063
    
    
    
    27,712Asset retirement obligation
    
    
    51,857
    
    
    
    49,893Tax credits
    
    
    16,288
    
    
    
    13,362Interest rate swap agreement
    
    
    
    
    
    
    2,403Other, net
    
    
    87
    
    
    
    Charitable contributions carry forward
    
    
    333
    
    
    
    218Total deferred tax assets
    
    
    161,073
    
    
    
    129,168Less: valuation allowance
    
    
    (1,679
    )
    
    
    (1,692
    )Total net deferred tax assets
    
    
    159,394
    
    
    
    127,476Net non-current deferred tax liability
    
    $
    (148,765
    )
    
    $
    (158,657
    )
    70




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##### Table of Contents



LAMAR MEDIA CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
  (7) Related Party Transactions
     (8) Quarterly Financial Data (Unaudited)
 Year 2009 QuartersMarch 31
    
    June 30
    
    September 30
    
    December 31Net revenues
    
    $
    247,248
    
    
    $
    274,736
    
    
    $
    271,766
    
    
    $
    262,315Net revenues less direct advertising expenses
    
    $
    146,267
    
    
    $
    175,292
    
    
    $
    174,136
    
    
    $
    162,645Net loss
    
    $
    (19,355
    )
    
    $
    (12,997
    )
    
    $
    (4,822
    )
    
    $
    (18,649
    )
 Year 2008 QuartersMarch 31
    
    June 30
    
    September 30
    
    December 31Net revenues
    
    $
    282,776
    
    
    $
    323,819
    
    
    $
    312,516
    
    
    $
    279,308Net revenues less direct advertising expenses
    
    $
    177,551
    
    
    $
    213,317
    
    
    $
    198,541
    
    
    $
    171,350Net income (loss)
    
    $
    (1,632
    )
    
    $
    14,677
    
    
    $
    3,819
    
    
    $
    (6,504
    )
 71




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##### Table of Contents



SCHEDULE 2
 Lamar Media Corp.
and Subsidiaries
Valuation and Qualifying Accounts
Years Ended December 31, 2009, 2008 and 2007
(In thousands)
 Balance at
    
    Charged to
    
    
    
    
    
    BalanceBeginning of
    
    Costs and
    
    
    
    
    
    at endPeriod
    
    Expenses
    
    Deductions
    
    of PeriodYear Ended December 31, 2009Deducted in balance sheet from trade accounts receivable:Allowance for doubtful accounts
    
    $
    10,000
    
    
    
    12,663
    
    
    
    13,113
    
    
    $
    9,550Deducted in balance sheet from intangible assets:Amortization of intangible assets
    
    $
    1,388,671
    
    
    
    108,293
    
    
    
    52
    
    
    $
    1,496,912Year Ended December 31, 2008Deducted in balance sheet from trade accounts receivable:Allowance for doubtful accounts
    
    $
    6,740
    
    
    
    14,365
    
    
    
    11,105
    
    
    $
    10,000Deducted in balance sheet from intangible assets:Amortization of intangible assets
    
    $
    1,281,690
    
    
    
    106,981
    
    
    
    
    
    
    $
    1,388,671Year Ended December 31, 2007Deducted in balance sheet from trade accounts receivable:Allowance for doubtful accounts
    
    $
    6,400
    
    
    
    7,166
    
    
    
    6,826
    
    
    $
    6,740Deducted in balance sheet from intangible assets:Amortization of intangible assets
    
    $
    1,172,441
    
    
    
    109,249
    
    
    
    
    
    
    $
    1,281,690
 72




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##### Table of Contents



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 Lamar Advertising Company
  Lamar Media Corp.
  
 ITEM 9A.
    
    CONTROLS AND PROCEDURES
 Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures.
  Managements Report on Internal Control Over Financial Reporting
 Lamar Advertising Company
   Lamar Media Corp.
   Changes in Internal Control Over Financial Reporting
  73




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##### Table of Contents



ITEM 9B.
    
    OTHER INFORMATION
 Lamar Advertising Company
  Lamar Media Corp.
  
 PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERANCE
   
 ITEM 11.
    
    EXECUTIVE COMPENSATION
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
  
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  
 ITEM 14.
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES
  74




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##### Table of Contents



PART IV
 
 ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 FINANCIAL STATEMENTS
  FINANCIAL STATEMENT SCHEDULES
  EXHIBITS
   75




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##### Table of Contents



SIGNATURES
  LAMAR ADVERTISING COMPANYFebruary 25, 2010
    By:
    /s/ Kevin P. Reilly, Jr.Kevin P. Reilly, Jr.President and Chief Executive Officer  Signature
    
    Title
    
    Date/s/ Kevin P. Reilly, Jr

Kevin P. Reilly, Jr.
    
    President, Chief Executive Officer and Director (Principal
Executive Officer)
    
    2/25/10/s/ Keith A. Istre

Keith A. Istre
    
    Chief Financial Officer (Principal Financial and
Accounting Officer)
    
    2/25/10/s/ Wendell S. Reilly

Wendell S. Reilly
    
    Director
    
    2/25/10/s/ Stephen P. Mumblow

Stephen P. Mumblow
    
    Director
    
    2/25/10/s/ John Maxwell Hamilton

John Maxwell Hamilton
    
    Director
    
    2/25/10/s/ Thomas Reifenheiser

Thomas Reifenheiser
    
    Director
    
    2/25/10/s/ Anna Reilly

Anna Reilly
    
    Director
    
    2/25/10/s/ Edward H. McDermott

Edward H. McDermott
    
    Director
    
    2/25/10/s/ John E. Koerner, III

John E. Koerner, III
    
    Director
    
    2/25/10
 76




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##### Table of Contents



SIGNATURES
  LAMAR MEDIA CORP.February 25, 2010
    By:
    /s/ Kevin P. Reilly, Jr.Kevin P. Reilly, Jr.President and Chief Executive Officer  Signature
    
    Title
    
    Date/s/ Kevin P. Reilly, Jr.

Kevin P. Reilly, Jr.
    
    Chief Executive Officer and Director (Principal
Executive Officer)
    
    
    2/25/10/s/ Sean E. Reilly

Sean E. Reilly
    
    Chief Operating Officer, Vice
President and Director
    
    
    2/25/10/s/ Keith A. Istre

Keith A. Istre
    
    Chief Financial and Accounting Officer and Director (Principal
Financial and Accounting Officer)
    
    
    2/25/10/s/ C. Brent McCoy

C. Brent McCoy
    
    Executive Vice President of Business Development and Director
    
    
    2/25/10
 77




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##### Table of Contents



INDEX TO EXHIBITS
 EXHIBITNUMBER
    
    DESCRIPTION
    
    METHOD OF FILING2(a)
    
    Stock Purchase Agreement by and among Entravision
Communications Corporation, Z-Spanish Media
Corporation, Inc., Vista Media Group, Inc. and Lamar
Advertising of Penn, LLC, dated February 28, 2008.
    
    Previously filed as
Exhibit 2.1 to the
Companys Current
Report on Form 8-K
(File No. 0-30242)
filed on May 21,
2008 and
incorporated herein
by reference.2(b)
    
    Amendment to the Stock Purchase Agreement by and
among Entravision Communications Corporation,
Z-Spanish Media Corporation, Inc., Vista Media
Group, Inc. and Lamar Advertising of Penn, LLC,
dated May 16, 2008.
    
    Previously filed as
Exhibit 2.2 to the
Companys Current
Report on Form 8-K
(File No. 0-30242)
filed on May 21,
2008 and
incorporated herein
by reference.3(a)
    
    Restated Certificate of Incorporation of the Company.
    
    Previously filed as
Exhibit 3.1 to the
Companys Annual
Report on Form 10-K
(File No. 0-30242)
filed on February
22, 2006 and
incorporated herein
by reference.3(b)
    
    Amended and Restated Bylaws of the Company.
    
    Amended and
Restated Bylaws of
the Company.
Previously filed as
Exhibit 3.1 to the
Companys Current
Report on Form 8-K
(File No. 0-30242)
filed on August 27,
2007 and
incorporated herein
by reference.3(c)
    
    Amended and Restated Certificate of Incorporation of
Lamar Media.
    
    Previously filed as
Exhibit 3.2 to the
Companys Quarterly
Report on Form 10-Q
for the period
ended March 31,
2007 (File No.
0-30242) filed on
May 10, 2007 and
incorporated herein
by reference.3(d)
    
    Amended and Restated Bylaws of Lamar Media.
    
    Previously filed as
Exhibit 3.1 to
Lamar Medias
Quarterly Report on
Form 10-Q for the
period ended
September 30, 1999
(File No. 0-12407)
filed on November
12, 1999 and
incorporated herein
by reference.4(a)
    
    Specimen certificate for the shares of Class A
common stock of the Company.
    
    Previously filed as
Exhibit 4.1 to the
Companys
Registration
Statement on Form
S-1 (File No.
333-05479) and
incorporated herein
by reference.4(b)(1)
    
    Indenture, dated as of December 23, 2002 among Lamar
Media, certain subsidiaries of Lamar Media, as
guarantors and Wachovia Bank of Delaware, National,
as trustee, relating to Lamar Medias 7 1/4% Notes
Due 2013.
    
    Previously filed as
Exhibit 4.1 to
Lamar Medias
Current Report on
Form 8-K (File No.
0-20833) filed on
December 27, 2002
and incorporated
herein by
reference.4(b)(2)
    
    Form of 7 1/4% Notes Due 2013.
    
    Previously filed as
Exhibit 4.2 to
Lamar Medias
Current Report on
Form 8-K (File No.
0-20833) filed on
December 27, 2002
and incorporated
herein by
reference.4(b)(3)
    
    Form of 7 1/4% Exchange Note Due 2013.
    
    Previously filed as
Exhibit 4.29 to
Lamar Medias
Registration
Statement on Form
S-4 (File No.
333-102634) filed
on January 21, 2003
and incorporated
herein by
reference.4(b)(4)
    
    Supplemental Indenture to the Indenture dated as of
December 23, 2002 among Lamar Media, certain of its
subsidiaries and Wachovia Bank of Delaware, National
Association, as Trustee, dated as of June 9, 2003,
relating to Lamar Medias 7 1/4% Notes Due 2013.
    
    Previously filed as
Exhibit 4.31 to
Lamar Medias
Registration
Statement on Form
S-4 (File No.
333-107427) filed
on July 29, 2003
and incorporated
herein by
reference.
 78




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##### Table of Contents



EXHIBITNUMBER
    
    DESCRIPTION
    
    METHOD OF FILING4(b)(5)
    
    Supplemental Indenture to the Indenture dated
December 23, 2002 among Lamar Media, certain of its
subsidiaries and Wachovia Bank of Delaware, National
Association, as Trustee, dated as of October 7,
2003, relating to Lamar Medias 7 1/4% Notes Due
2013.
    
    Previously filed as
Exhibit 4.1 to
Lamar Medias
Quarterly Report on
Form 10-Q for the
period ended
September 30, 2003
(File No. 1-12407)
filed on November
5, 2003 and
incorporated herein
by reference.4(b)(6)
    
    Supplemental Indenture to the Indenture dated as of
December 23, 2002 among Lamar Media, Lamar Canadian
Outdoor Company and Wachovia Bank of Delaware,
National Association, as Trustee, dated as of April
5, 2004, relating to Lamar Medias 7 1/4% Notes Due
2013.
    
    Previously filed as
Exhibit 4.1 to the
Companys Quarterly
Report on Form 10-Q
for the period
ended June 30, 2004
(File No. 0-30242)
filed on August 6,
2004 and
incorporated herein
by reference.4(b)(7)
    
    Supplemental Indenture to the Indenture dated as of
December 23, 2002 among Lamar Media, certain of its
subsidiaries and Wachovia Bank of Delaware, National
Association, as Trustee, dated as of January 19,
2005, relating to Lamar Medias 7 1/4% Notes Due
2013.
    
    Previously filed as
Exhibit 4.1 to the
Companys Quarterly
Report on Form 10-Q
for the period
ended March 31,
2005 (File No.
0-30242) filed on
May 6, 2005 and
incorporated herein
by reference.4(b)(8)
    
    Supplemental Indenture to the Indenture dated as of
December 23, 2002 among Lamar Media, certain of its
subsidiaries and The Bank of New York Trust Company,
N.A., as Trustee, dated as of February 21, 2008,
relating to Lamar Medias 7 1/4% Notes Due 2013.
    
    Previously filed as
Exhibit 4(e)(8) to
Lamar Medias
Registration
Statement on Form
S-4 (File No.
333-161261) filed
on August 11, 2009
and incorporated
herein by
reference.4(b)(9)
    
    Release of Guaranty under the Indenture dated as of
December 23, 2002 among Lamar Media, certain of its
subsidiaries and Wachovia Bank of Delaware, National
Association, as Trustee, by the Trustee, dated as of
December 30, 2005, relating to Lamar Medias 7 1/4%
Notes Due 2013.
    
    Previously filed as
Exhibit 4.19 to
Lamar Medias
Annual Report on
Form 10-K for the
fiscal year ended
December 31, 2005
(File No. 1-12407)
filed on March 15,
2006 and
incorporated herein
by reference.4(b)(10)
    
    Supplemental Indenture to the Indenture dated as of
December 23, 2002 among Lamar Media, certain of its
subsidiaries and the Bank of New York Trust Company,
N.A., as trustee, dated as of January 12, 2009,
relating to Lamar Medias 7 1/4% Notes due 2013.
    
    Filed herewith.4(c)(1)
    
    Indenture, dated as of June 16, 2003 between Lamar
Media and Wachovia Bank of Delaware, National
Association, as Trustee, relating to Lamar Medias
7 1/4% Notes Due 2013.
    
    Previously filed as
Exhibit 4.4 to
Lamar Medias
Quarterly Report on
Form 10-Q for the
period ended June
30, 2003 (File No.
1-12407) filed on
August 13, 2003 and
incorporated herein
by reference.4(c)(2)
    
    First Supplemental Indenture to the Indenture dated
as of June 16, 2003 between Lamar Media and Wachovia
Bank of Delaware, National Association, as Trustee,
dated as of June 16, 2003, relating to the Companys
2 7/8% Convertible Notes due 2010.
    
    Previously filed as
Exhibit 4.5 to
Lamar Medias
Quarterly Report on
Form 10-Q for the
period ended June
30, 2003 (File No.
1-12407) filed on
August 13, 2003 and
incorporated herein
by reference.4(c)(3)
    
    Form of 2 7/8% Convertible Note due 2010.
    
    Previously filed as
an exhibit to the
First Supplemental
Indenture, dated as
of June 16, 2003,
between Lamar Media
and Wachovia Bank
of Delaware,
National
Association, which
was previously
filed as Exhibit
4.5 to Lamar
Medias Quarterly
Report on Form 10-Q
for the period
ended June 30, 2003
(File No. 1-12407)
filed on August 13,
2003 and
incorporated herein
by reference.4(c)(4)
    
    Second Supplemental Indenture, dated as of July 3,
2007, between the Company and The Bank of New York
Trust Company, N.A., as Trustee, relating to the
Companys 2 7/8% Convertible Notes due 2010.
    
    Previously filed as
Exhibit 4.1 to the
Companys Current
Report on Form 8-K
(File No. 0-30242)
filed on July 9,
2007 and
incorporated herein
by reference.
 79




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##### Table of Contents



EXHIBITNUMBER
    
    DESCRIPTION
    
    METHOD OF FILING4(c)(5)
    
    Form of 2 7/8% Convertible Note due 2010  Series B.
    
    Previously filed as
an exhibit to the
Second Supplemental
Indenture, dated as
of July 3, 2007
between the Company
and The Bank of New
York Trust Company,
N.A., which was
previously filed as
Exhibit 4.1 to the
Companys Current
Report on Form 8-K
(File No. 0-30242)
filed on July 9,
2007 and
incorporated herein
by reference.4(d)(1)
    
    Indenture, dated as of August 16, 2005, among Lamar
Media, the guarantors named therein and The Bank of
New York Trust Company, N.A., as Trustee, relating
to Lamar Medias 6 5/8% Senior Subordinated Notes
due 2015.
    
    Previously filed as
Exhibit 4.1 to the
Companys Current
Report on Form 8-K
(File No. 0-30242)
filed on August 18,
2005 and
incorporated herein
by reference.4(d)(2)
    
    Form of 6 5/8% Senior Subordinated Exchange Notes
due 2015.
    
    Previously filed as
Exhibit 4.1 to the
Companys Current
Report on Form 8-K
(1-12407) filed on
August 18, 2005 and
incorporated herein
by reference.4(d)(3)
    
    First SupplementalIndenture to the
Indenture dated as of August 16, 2005 among Lamar
Media, the guarantors named therein and The Bank of
New York Trust Company, N.A., as Trustee, dated as
of December 11, 2006, relating to Lamar Medias 6
5/8% Senior Subordinated Notes due 2015.
    
    Previously filed as
Exhibit 99.2 to the
Companys Current
Report on Form 8-K
(File No. 0-30242)
filed on December
14, 2006 and
incorporated herein
by reference.4(d)(4)
    
    Release of Guaranty under the Indenture dated as of
August 16, 2005 among Lamar Media, the guarantors
named therein and The Bank of New York Trust
Company, N.A., as Trustee, by the Trustee, dated as
of December 30, 2005, relating to Lamar Medias 6
5/8% Senior Subordinated Notes due 2015.
    
    Previously filed as
Exhibit 4.20 to
Lamar Medias
Annual Report on
Form 10-K for the
fiscal year ended
December 31, 2005
(File No. 1-12407)
filed on March 15,
2006 and
incorporated herein
by reference.4(d)(5)
    
    SupplementalIndenture to the Indenture
dated as of August 16, 2005 among Lamar Media, the
guarantors named therein and The Bank of New York
Trust Company, N.A., as Trustee, dated as of
February 21, 2008, relating to Lamar Medias 6 5/8%
Senior Subordinated Notes due 2015.
    
    Previously filed as
Exhibit 4(g)(5) to
Lamar Medias
Registration
Statement on Form
S-4 (File No.
333-161261) filed
on August 11, 2009
and incorporated
herein by
reference.4(d)(6)
    
    Supplemental Indenture to the Indenture
dated as of August 16, 2005 among Lamar Media, the
guarantors named therein and the Bank of New York
Trust Company, N.A., as trustee, dated as of
January 12, 2009, relating to Lamar Medias 6 5/8%
Senior Subordinated Notes due 2015  Series B.
    
    Filed herewith.4(e)(1)
    
    Indenture, dated as of August 17, 2006, among Lamar
Media, the guarantors named therein and The Bank of
New York Trust Company, N.A., as Trustee, relating
to Lamar Medias 6 5/8% Senior Subordinated Notes
due 2015  Series B.
    
    Previously filed as
Exhibit 4.1 to the
Companys Current
Report on Form 8-K
(File No. 0-30242)
filed on August 18,
2006 and
incorporated herein
by reference.4(e)(2)
    
    Form of 6 5/8% Senior Subordinated Exchange Notes
due 2015  Series B.
    
    Previously filed as
Exhibit 4.1 to the
Companys Current
Report on Form 8-K
(File No. 0-30242)
filed on August 18,
2006 and
incorporated herein
by reference.4(e)(3)
    
    SupplementalIndenture to the Indenture
dated as of August 17, 2006 among Lamar Media, the
guarantors named therein and The Bank of New York
Trust Company, N.A., as Trustee, dated as of
February 21, 2008, relating to Lamar Medias 6 5/8%
Senior Subordinated Notes due 2015  Series B.
    
    Previously filed as
Exhibit 4(h)(3) to
Lamar Medias
Registration
Statement on Form
S-4 (File No.
333-161261) filed
on August 11, 2009
and incorporated
herein by
reference.4(e)(4)
    
    Supplemental Indenture to the Indenture
dated as of August 17, 2006 among Lamar Media, the
guarantors named therein and the Bank of New York
Trust Company, N.A., as trustee, dated as of
January 12, 2009, relating to Lamar Medias 6 5/8%
Senior Subordinated Notes due 2015  Series B.
    
    Filed herewith.
 80




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##### Table of Contents



EXHIBITNUMBER
    
    DESCRIPTION
    
    METHOD OF FILING4(f)(1)
    
    Indenture, dated as of October 11, 2007, among Lamar
Media, the guarantors named therein and The Bank of
New York Trust Company, N.A., as Trustee, relating
to Lamar Medias 6 5/8% Senior Subordinated Notes
due 2015  Series C.
    
    Previously filed as
Exhibit 4.1 to the
Companys Current
Report on Form 8-K
(File No. 0-30242)
filed on October
16, 2007 and
incorporated herein
by reference.4(f)(2)
    
    Form of 6 5/8% Senior Subordinated Exchange Notes
due 2015  Series C.
    
    Previously filed as
Exhibit 4.1 to the
Companys Current
Report on Form 8-K
(File No. 0-30242)
filed on October
16, 2007 and
incorporated herein
by reference.4(f)(3)
    
    SupplementalIndenture to the Indenture
dated as of October 11, 2007 among Lamar Media, the
guarantors named therein and The Bank of New York
Trust Company, N.A., as Trustee, dated as of
February 21, 2008, relating to Lamar Medias 6 5/8%
Senior Subordinated Notes due 2015  Series C.
    
    Previously filed as
Exhibit 4(i)(3) to
Lamar Medias
Registration
Statement on Form
S-4 (File No.
333-161261) filed
on August 11, 2009
and incorporated
herein by
reference.4(f)(4)
    
    Supplemental Indenture to the Indenture
dated as of October 11, 2007 among Lamar Media, the
guarantors named therein and the Bank of New York
Trust Company, N.A., as trustee, dated as of
January 12, 2009, relating to Lamar Medias 6 5/8%
Senior Subordinated Notes due 2015  Series B.
    
    Filed herewith.4(g)(1)
    
    Indenture, dated as of March 27, 2009, among Lamar
Media, the guarantors named therein and The Bank of
New York Mellon Trust Company, N.A., as Trustee,
relating to Lamar Medias 9 3/4% Senior Notes due
2014.
    
    Previously filed as
Exhibit 4.1 to the
Companys Current
Report on Form 8-K
(File No. 0-30242)
filed on March 27,
2009, and
incorporated herein
by reference.4(g)(2)
    
    Form of 9 3/4% Senior Exchange Notes due 2014.
    
    Previously filed
with the indenture
dated March 27,
2009, filed as
Exhibit 4.1 to the
Companys Current
Report on Form 8-K
(File No. 0-30242)
filed on March 27,
2009 and
incorporated herein
by reference.4(h)
    
    Subordinated Note (mirror note), dated as of
September 30, 2005, by Lamar Media to the Company.
    
    Previously filed as
Exhibit 4(k) to
Lamar Medias
Registration
Statement on Form
S-4 (File No.
333-161261) filed
on August 11, 2009
and incorporated
herein by
reference.10(a)(1)*
    
    Lamar 1996 Equity Incentive Plan, as amended and
restated, as adopted by the Board of Directors in
February 2009 and the approved by the stockholders
in May 2009.
    
    Previously filed as
Exhibit 10.1 to the
Companys Current
Report on Form 8-K
(File No. 0-30242)
filed on May 29,
2009 and
incorporated herein
by reference.10(a)(2)*
    
    Form of Stock Option Agreement under the 1996 Equity
Incentive Plan, as amended.
    
    Previously filed as
Exhibit 10.14 to
the Companys
Annual Report on
Form 10-K for the
fiscal year ended
December 31, 2004
(File No. 0-30242)
filed on March 10,
2005 and
incorporated herein
by reference.10(a)(3)*
    
    Form of Restricted Stock Agreement.
    
    Previously filed as
Exhibit 10.16 of
the Companys
Annual Report on
Form 10-K for the
fiscal year ended
December 31, 2005
(File No. 0-30242)
filed on March 15,
2006 and
incorporated herein
by reference.10(a)(4)*
    
    Form of Restricted Stock Agreement for Non-Employee
directors.
    
    Previously filed as
Exhibit 10.1 to the
Companys Current
Report on Form 8-K
(File No. 0-30242)
filed on May 30,
2007 and
incorporated herein
by reference.10(b)*
    
    2009 Employee Stock Purchase Plan.
    
    Previously filed as
Appendix B to the
Companys
Definitive Proxy
Statement on
Schedule 14A for
the 2009 Annual
Meeting of
Stockholders (File
No. 0-30242) filed
on April 24, 2009
and incorporated
herein by
reference.
 81




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##### Table of Contents



EXHIBITNUMBER
    
    DESCRIPTION
    
    METHOD OF FILING10(c)*
    
    Lamar Advertising Company Non-Management Director
Compensation Plan.
    
    Previously filed on
the Companys
Current Report on
Form 8-K (File No.
0-30242) filed on
May 30, 2007 and
incorporated herein
by reference.10(d)(1)*
    
    Lamar Deferred Compensation Plan (as amended).
    
    Previously filed as
Exhibit 10.1 to the
Companys Current
Report on Form 8-K
(File No. 0-30242)
filed on August 27,
2007 and
incorporated herein
by reference.10(d)(2)*
    
    Form of Trust Agreement for the Lamar Deferred
Compensation Plan.
    
    Previously filed as
Exhibit 10.2 to the
Companys Current
Report on Form 8-K
(File No. 0-30242)
filed on December
14, 2005 and
incorporated herein
by reference.10(e)*
    
    Summary of Compensatory Arrangements, dated March 4,
2009.
    
    Previously filed on
the Companys
Current Report on
Form 8-K (File No.
0-30242) filed on
March 6, 2009 and
incorporated herein
by reference.10(f)(1)
    
    Credit Agreement, dated as of March 7, 2003, among
Lamar Media, the subsidiary guarantors party
thereto, the lenders party thereto and JPMorgan
Chase Bank, N.A., as administrative agent.
    
    Previously filed as
Exhibit 10.38 to
Lamar Medias
Registration
Statement on Form
S-4/A (File No.
333-102634) filed
on March 18, 2003
and incorporated
herein by
reference.10(f)(2)
    
    Amendment No. 1, dated as of January 28, 2004, to
the Credit Agreement dated as of March 7, 2003 among
Lamar Media, the subsidiary guarantors party thereto
and JPMorgan Chase Bank, N.A., as administrative
agent for the lenders.
    
    Previously filed as
Exhibit 4.1 to the
Companys Quarterly
Report on Form 10-Q
for the period
ended March 31,
2004 (File No.
0-30242) filed on
May 10, 2004 and
incorporated herein
by reference.10(f)(3)
    
    Joinder Agreement, dated as of October 7, 2003, to
the Credit Agreement dated as of March 7, 2003 among
Lamar Media, the subsidiary guarantors party
thereto, the lenders party thereto and JPMorgan
Chase Bank, N.A., as administrative agent, by
Premere Outdoor, Inc.
    
    Previously filed as
Exhibit 10.1 to
Lamar Medias
Quarterly Report on
Form 10-Q for the
period ended
September 30, 2003
(File No. 1-12407)
filed on November
5, 2003 and
incorporated herein
by reference.10(f)(4)
    
    Joinder Agreement, dated as of April 19, 2004, to
the Credit Agreement dated as of March 7, 2003 among
Lamar Media, the subsidiary guarantors party
thereto, the lenders party thereto and JPMorgan
Chase Bank, N.A., as administrative agent, by Lamar
Canadian Outdoor Company.
    
    Previously filed as
Exhibit 10.1 to the
Companys Quarterly
Report on Form 10-Q
for the period
ended June 30, 2004
(File No. 0-30242)
filed on August 6,
2004 and
incorporated herein
by reference.10(f)(5)
    
    Joinder Agreement, dated as of January 19, 2005, to
the Credit Agreement dated as of March 7, 2003 among
Lamar Media, the subsidiary guarantors party
thereto, the lenders party thereto and JPMorgan
Chase Bank, as administrative agent, by certain of
Lamar Medias subsidiaries.
    
    Previously filed as
Exhibit 10.1 to the
Companys Quarterly
Report on Form 10-Q
for the period
ended March 31,
2005 (File No.
0-30242) filed on
May 6, 2005 and
incorporated herein
by reference.10(g)(1)
    
    Credit Agreement, dated as of September 30, 2005,
between Lamar Media and JPMorgan Chase Bank, N.A.,
as administrative agent.
    
    Previously filed as
Exhibit 10.1 to the
Companys Current
Report on Form 8-K
(File No. 0-30242)
filed on September
30, 2005 and
incorporated herein
by reference.10(g)(2)
    
    Amendment No. 1, dated as of October 5, 2006, to the
Credit Agreement dated as of September 30, 2005
among Lamar Media, the subsidiary guarantors party
thereto and JPMorgan Chase Bank, N.A., as
administrative agent.
    
    Previously filed as
Exhibit 10.2 to the
Companys Current
Report on Form 8-K
(File No. 0-30242)
filed on October 6,
2006, and
incorporated herein
by reference.
 82




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##### Table of Contents



EXHIBITNUMBER
    
    DESCRIPTION
    
    METHOD OF FILING10(g)(3)
    
    Amendment No. 2, dated as of December 11, 2006, to
the Credit Agreement dated as of September 30, 2005
among Lamar Media, the subsidiary borrower party
thereto, the subsidiary guarantors party thereto and
JPMorgan Chase Bank, N.A., as administrative agent.
    
    Previously filed as
Exhibit 99.1 to the
Companys Current
Report on Form 8-K
(file No. 0-30242)
filed on December
14, 2006 and
incorporated herein
by reference.10(g)(4)
    
    Amendment No. 3, dated as of March 28, 2007, to the
Credit Agreement dated as of September 30, 2005
among Lamar Media, the Company, the subsidiary
borrower party thereto, the subsidiary guarantors
party thereto and JPMorgan Chase Bank, N.A., as
administrative agent.
    
    Previously filed as
Exhibit 99.1 to the
Companys Current
Report on Form 8-K
(File No. 0-30242)
filed on March 29,
2007 and
incorporated herein
by reference.10(g)(5)
    
    Amendment No. 4, dated as of April 2, 2009, to the
Credit Agreement dated as of September 30, 2005
among Lamar Media, the Company, the subsidiary
borrower party thereto, the subsidiary guarantors
party thereto and JPMorgan Chase Bank, N.A., as
administrative agent.
    
    Previously filed as
Exhibit 99.1 to the
Companys Current
Report on Form 8-K
(File No. 0-30242)
filed on April 8,
2009 and
incorporated herein
by reference.10(g)(6)
    
    Joinder Agreement, dated as of July 21, 2006, to the
Credit Agreement dated as of September 30, 2005
among Lamar Media, the subsidiary guarantors party
thereto, the lenders parties thereto and JPMorgan
Chase Bank, N.A., as administrative agent, by Daum
Advertising Company, Inc.
    
    Previously filed as
Exhibit 10.18 to
Lamar Medias Registration Statement on Form
S-4 (File No.
333-138142) filed
on October 23, 2006
and incorporated
herein by
reference.10(g)(7)
    
    Joinder Agreement, dated as of February 21, 2008, to
the Credit Agreement dated as of September 30, 2005
among Lamar Media, the subsidiary guarantors party
thereto, the lenders parties thereto and JPMorgan
Chase Bank, N.A., as administrative agent.
    
    Previously filed as
Exhibit 10(i)(7) to
Lamar Medias
Registration
Statement on Form
S-4 (File No.
333-161261) filed
on August 11, 2009
and incorporated
herein by
reference.10(g)(8)
    
    Joinder Agreement, dated as of January 12, 2009, to
the Credit Agreement dated as of September 30, 2005
among Lamar Media, the subsidiary guarantors party
thereto and JP Morgan
Chase Bank, N.A., as administrative agent.
    
    Filed herewith.10(h)
    
    Tranche C Term Loan Agreement, dated as of February
6, 2004, among Lamar Media, the subsidiary
guarantors party thereto, the Tranche C loan lenders
party thereto and JPMorgan Chase Bank, N.A., as
administrative agent.
    
    Previously filed as
Exhibit 4.2 to the
Companys Quarterly
Report on Form 10-Q
for the period
ended March 31,
2004 (File No.
0-30242) filed on
May 10, 2004 and
incorporated herein
by reference.10(i)
    
    Tranche D Term Loan Agreement, dated as of August
12, 2004, among Lamar Media, the subsidiary
guarantors party thereto, the lenders party thereto
and JP Morgan Chase Bank, N.A., as administrative
agent.
    
    Previously filed as
Exhibit 10.1 to the
Companys Quarterly
Report on Form 10-Q
for the period
ended September 30,
2004 (File No.
0-30242) filed on
November 15, 2004
and incorporated
herein by
reference.10(j)
    
    Series A Incremental Loan Agreement, dated as of
February 8, 2006, among Lamar Media, the subsidiary
guarantors named therein, the Series A incremental
lenders named therein and JPMorgan Chase Bank, N.A.,
as administrative agent for the Company.
    
    Previously filed as
Exhibit 10.15 to
the Companys
Annual Report on
Form 10-K for the
year ended December
31, 2005 (File No.
0-30242) filed on
March 15, 2006 and
incorporated herein
by reference.10(k)
    
    Series B Incremental Loan Agreement, dated as of
October 5, 2006, among Lamar Media, the subsidiary
guarantors named therein, the Series B incremental
lenders named therein and JPMorgan Chase Bank, N.A.,
as administrative agent for the Company.
    
    Previously filed as
Exhibit 10.1 to the
Companys Current
Report on Form 8-K
(file No. 0-30242)
filed on October 6,
2006 and
incorporated herein
by reference.
 83




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##### Table of Contents



EXHIBITNUMBER
    
    DESCRIPTION
    
    METHOD OF FILING10(l)
    
    Series C Incremental Loan Agreement, dated as of
December 21, 2006, among Lamar Media, Lamar Transit
Advertising Canada Ltd., the subsidiary guarantors
named therein, the Series C incremental lenders,
JPMorgan Chase Bank, N.A., as administrative agent,
and JPMorgan Chase Bank, N.A., Toronto Branch,
acting as sub-agent of the administrative agent.
    
    Previously filed as
Exhibit 99.1 to the
Companys Current
Report on Form 8-K
(file No. 0-30242)
filed on December
22, 2006 and
incorporated herein
by reference.10(m)
    
    Series D Incremental Loan Agreement, dated as of
January 17, 2007, among Lamar Advertising of Puerto
Rico, Inc., Lamar Media, the subsidiary guarantors
named therein, the Series D incremental lenders and
JPMorgan Chase Bank, N.A., as administrative agent.
    
    Previously filed as
Exhibit 10.1 to the
Companys Quarterly
Report on Form 10-Q
for the period
ended March 31,
2007 (File No.
0-30242) filed on
May 10, 2007 and
incorporated herein
by reference.10(n)
    
    Series E Incremental Loan Agreement dated as of
March 28, 2007 among Lamar Media, the subsidiary
guarantors named therein, the Series E incremental
lenders named therein and JPMorgan Chase Bank, N.A.,
as administrative agent.
    
    Previously filed as
Exhibit 10.1 to the
Companys Current
Report on Form 8-K
(File No. 0-30242)
filed on March 29,
2007 and
incorporated herein
by reference.10(o)
    
    Series F Incremental Loan Agreement, dated as of
March 28, 2007, among Lamar Media, the subsidiary
guarantors named therein, the Series F incremental
lenders named therein and JPMorgan Chase Bank, N.A.,
as administrative agent.
    
    Previously filed as
Exhibit 10.2 to the
Companys Current
Report on Form 8-K
(File No. 0-30242)
filed on March 29,
2007 and
incorporated herein
by reference.10(p)
    
    Registration Rights Agreement, dated as of March 27,
2009, among Lamar Media, the guarantors named
therein and the initial purchasers named therein.
    
    Previously filed as
Exhibit 10.1 to the
Companys Current
Report on Form 8-K
(File No. 0-30242)
filed on March 27,
2009 and
incorporated herein
by reference.11(a)
    
    Statement regarding computation of per share
earnings for the Company.
    
    Filed herewith.12(a)
    
    Statement regarding computation of earnings to fixed
charges for the Company.
    
    Filed herewith.12(b)
    
    Statement regarding computation of earnings to fixed
charges for Lamar Media.
    
    Filed herewith.14(a)
    
    Lamar Advertising Company Code of Business Conduct
and Ethics.
    
    Previously filed as
Exhibit 14.1 to the
Companys Annual
Report on Form 10-K
for the year ended
December 31, 2003
(File No. 0-30242)
filed on March 10,
2004 and
incorporated herein
by reference.21(a)
    
    Subsidiaries of the Company.
    
    Filed herewith.23(a)
    
    Consent of KPMG LLP.
    
    Filed herewith.31(a)
    
    Certification of the Chief Executive Officer of the
Company and Lamar Media pursuant to Securities
Exchange Act Rules 13a-14(a) and 15d-14(a) as
adopted pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
    
    Filed herewith.
 84




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##### Table of Contents



EXHIBITNUMBER
    
    DESCRIPTION
    
    METHOD OF FILING31(b)
    
    Certification of the Chief Financial Officer of the
Company and Lamar Media pursuant to Securities
Exchange Act Rules 13a-14(a) and 15d-14(a) as
adopted pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
    
    Filed herewith.32(a)
    
    Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
    
    Filed herewith.
 
 *
    
    Denotes management contract or compensatory plan or arrangement in which the executive
officers or directors of the Company participate. 85