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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, 2008
 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 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)5551 Corporate Blvd., Baton Rouge, LA(Address of principal executive offices)
    
    70808(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
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer   þ
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
    Class
    
    Outstanding at February 13, 2009Lamar Advertising Company Class A common stock, $0.001 par value per share
    
    76,401,592 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 to be held on May 28, 2009 (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
    
    
    10ITEM 1B. UNRESOLVED STAFF COMMENTS
    
    
    15ITEM 2. PROPERTIES
    
    
    15ITEM 3. LEGAL PROCEEDINGS
    
    
    15ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    15PART IIITEM 5. MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
    
    
    16ITEM 6. SELECTED FINANCIAL DATA
    
    
    18ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    19ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    33ITEM 8. FINANCIAL STATEMENTS (following on next page)
    
    
    33ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
    
    
    77ITEM 9A. CONTROLS AND PROCEDURES
    
    
    77ITEM 9B. OTHER INFORMATION
    
    
    78PART IIIITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
    
    
    78ITEM 11. EXECUTIVE COMPENSATION
    
    
    78ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
    
    
    78ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    
    
    78ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    78PART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    78SIGNATURES
    
    
    80INDEX TO EXHIBITS 10-K
    
    
    82EX-11.(a)EX-12.(a)EX-12.(b)EX-21.(a)EX-23.(a)EX-31.(a)EX-31.(b)EX-32.(a)
  2




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NOTE REGARDING FORWARD-LOOKING STATEMENTS
  §
    
    the 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
   4




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Where you can find more information
  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.
 5




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COMPANY OPERATIONS
 Billboard Advertising
  Bulletins
  Posters
     6




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Logo Sign Advertising
   Colorado
    
    Kentucky
    
    Missouri(1)
    
    OklahomaDelaware
    
    Maine
    
    Nebraska
    
    South CarolinaFlorida
    
    Michigan
    
    Nevada
    
    UtahGeorgia
    
    Minnesota
    
    New Jersey
    
    VirginiaKansas
    
    Mississippi
    
    Ohio
 
 (1)
    
    The logo sign contract in Missouri is operated by a 66 2/3% owned partnership.   .
   Transit Advertising
  7




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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.
   8




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CUSTOMERS
  Percentage of NetBillboardCategories
    
    Advertising RevenuesRetailers
    
    
    11
    %Restaurants
    
    
    10
    %Health Care
    
    
    7
    %Automotive
    
    
    7
    %Real Estate Companies
    
    
    6
    %Gaming
    
    
    6
    %Service
    
    
    6
    %Amusement  Entertainment/Sports
    
    
    5
    %Hotels and Motels
    
    
    5
    %Telecommunications
    
    
    5
    %68
    %
 REGULATION
     9




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##### Table of Contents



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;§
    
    limit the cash flow available to fund the Companys working capital, capital expenditure,
acquisitions or other general corporate requirements;§
    
    limit the Companys ability to obtain additional financing to fund future working
capital, capital expenditure or other general corporate requirements;§
    
    place the Company at a competitive disadvantage relative to those of its competitors that
have less debt;
 10




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§
    
    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
    Lamar Advertising Company has issued and outstanding $287.5 million in aggregate principal
amount of
2 7/8% convertible notes due December 2010. Lamar Advertising must pay the principal on
these notes at maturity, which may be funded through a combination of distributions to Lamar
Advertising of cash flow from operations and/or additional borrowings by Lamar Advertising or Lamar
Media, all of which will be subject to limitations and restrictions contained in Lamar Medias
senior credit facility and indentures.
  The Companys revenues are sensitive to general economic conditions and other external events
beyond the Companys control.
  11




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§
    
    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 plans to significantly reduce its acquisition activity in 2009, 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.
   12




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The Companys logo sign contracts are subject to state award and renewal.
   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.
  13




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
    
    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.
  14




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ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
   
 ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  15




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PART II
 
 ITEM 5.
    
    MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 Lamar Class A Common Stock
   High
    
    LowYear ended December 31, 2007First Quarter
    
    $
    71.54
    
    
    $
    60.85Second Quarter
    
    
    66.69
    
    
    
    59.25Third Quarter
    
    
    53.83
    
    
    
    47.35Fourth Quarter
    
    
    56.52
    
    
    
    46.67Year ended December 31, 2008First Quarter
    
    $
    48.40
    
    
    $
    32.60Second Quarter
    
    
    42.64
    
    
    
    32.71Third Quarter
    
    
    40.99
    
    
    
    12.59Fourth Quarter
    
    
    30.95
    
    
    
    8.67
   Issuer Purchases of Equity Securities
  16




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(d)(c)
    
    Approximate Dollar(b)
    
    Total No. of Shares
    
    Value of Shares that(a)
    
    Average
    
    Purchased as Part of
    
    May Yet be PurchasedTotal No. of
    
    Price Paid
    
    Publicly Announced
    
    Under the Plans orPeriod
    
    Shares Purchased
    
    per Share
    
    Plans or Programs
    
    ProgramsOctober 1 through
October 31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    126,683,166November 1 through
November 30, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    126,683,166December 1 through
December 31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    126,683,166
  17




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##### Table of Contents



ITEM 6. SELECTED FINANCIAL DATA
 Lamar Advertising Company
  2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004(Dollars in Thousands)Statement of Operations Data:Net revenues
    
    $
    1,198,419
    
    
    $
    1,209,555
    
    
    $
    1,120,091
    
    
    $
    1,021,656
    
    
    $
    883,510Operating expenses:Direct advertising expenses
    
    
    436,556
    
    
    
    408,397
    
    
    
    390,561
    
    
    
    353,139
    
    
    
    302,157General and administrative
expenses
    
    
    257,621
    
    
    
    270,390
    
    
    
    248,937
    
    
    
    212,727
    
    
    
    188,320Depreciation and amortization
    
    
    331,654
    
    
    
    306,879
    
    
    
    301,685
    
    
    
    290,089
    
    
    
    294,056Gain on disposition of assets
    
    
    (7,363
    )
    
    
    (3,914
    )
    
    
    (10,862
    )
    
    
    (1,119
    )
    
    
    (1,067
    )Total operating expenses
    
    
    1,018,468
    
    
    
    981,752
    
    
    
    930,321
    
    
    
    854,836
    
    
    
    783,466Operating income
    
    
    179,951
    
    
    
    227,803
    
    
    
    189,770
    
    
    
    166,820
    
    
    
    100,044Other expense (income):Loss on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,982
    
    
    
    Gain on disposition of investment
    
    
    (1,814
    )
    
    
    (15,448
    )
    
    
    
    
    
    
    
    
    
    
    Interest income
    
    
    (1,202
    )
    
    
    (2,598
    )
    
    
    (1,311
    )
    
    
    (1,511
    )
    
    
    (495
    )Interest expense
    
    
    159,158
    
    
    
    162,447
    
    
    
    112,955
    
    
    
    90,671
    
    
    
    76,079Total other expense
    
    
    156,142
    
    
    
    144,401
    
    
    
    111,644
    
    
    
    93,142
    
    
    
    75,584Income before income taxes
    
    
    23,809
    
    
    
    83,402
    
    
    
    78,126
    
    
    
    73,678
    
    
    
    24,460Income tax expense
    
    
    14,086
    
    
    
    37,185
    
    
    
    34,227
    
    
    
    31,899
    
    
    
    11,305Net income
    
    
    9,723
    
    
    
    46,217
    
    
    
    43,899
    
    
    
    41,779
    
    
    
    13,155Preferred stock dividends
    
    
    365
    
    
    
    365
    
    
    
    365
    
    
    
    365
    
    
    
    365Net income applicable to common stock
    
    $
    9,358
    
    
    $
    45,852
    
    
    $
    43,534
    
    
    $
    41,414
    
    
    $
    12,790Net income per share
    
    $
    0.10
    
    
    $
    0.47
    
    
    $
    0.42
    
    
    $
    0.39
    
    
    $
    0.12Cash dividends declared per common
share
    
    $
    
    
    
    $
    3.25
    
    
    
    
    
    
    
    
    
    
    
    Statement of Cash Flow Data:Cash flows provided by operating
activities(1)
    
    $
    346,520
    
    
    $
    354,469
    
    
    $
    364,517
    
    
    $
    347,257
    
    
    $
    323,164Cash flows used in investing
activities(1)
    
    $
    437,419
    
    
    $
    341,081
    
    
    $
    438,896
    
    
    $
    267,970
    
    
    $
    263,747Cash flows provided by (used in)
financing activities(1)
    
    $
    30,002
    
    
    $
    39,277
    
    
    $
    66,973
    
    
    $
    (104,069
    )
    
    $
    (23,013
    )Balance Sheet Data(1)(2)Cash and cash equivalents
    
    $
    14,139
    
    
    $
    76,048
    
    
    $
    11,796
    
    
    $
    19,419
    
    
    $
    44,201Working capital
    
    
    84,105
    
    
    
    155,229
    
    
    
    119,791
    
    
    
    93,816
    
    
    
    34,476Total assets
    
    
    4,117,025
    
    
    
    4,081,763
    
    
    
    3,924,228
    
    
    
    3,741,234
    
    
    
    3,692,282Total debt (including current
maturities)
    
    
    2,836,358
    
    
    
    2,725,770
    
    
    
    1,990,468
    
    
    
    1,576,326
    
    
    
    1,659,934Total long-term obligations
    
    
    3,079,896
    
    
    
    2,993,118
    
    
    
    2,274,716
    
    
    
    1,826,138
    
    
    
    1,805,021Stockholders equity
    
    
    860,251
    
    
    
    931,007
    
    
    
    1,538,533
    
    
    
    1,817,482
    
    
    
    1,736,347
 
 (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. 18




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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 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.
 Lamar Advertising Company
  OVERVIEW
    2008
    
    
    2007
    
    
    2006(In thousands)Billboard  Traditional
    
    $
    58,064
    
    
    $
    68,664
    
    
    $
    75,501Billboard  Digital
    
    
    103,701
    
    
    
    92,093
    
    
    
    81,270Logos
    
    
    7,606
    
    
    
    10,190
    
    
    
    8,978Transit
    
    
    1,018
    
    
    
    2,047
    
    
    
    1,119Land and buildings
    
    
    11,240
    
    
    
    31,463
    
    
    
    34,384PP&E
    
    
    16,441
    
    
    
    16,077
    
    
    
    22,098Total capital expenditures
    
    $
    198,070
    
    
    $
    220,534
    
    
    $
    223,350
  19




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RESULTS OF OPERATIONS
  Year Ended December 31,2008
    
    2007
    
    2006Net revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Operating expenses:Direct advertising expenses
    
    
    36.4
    
    
    
    33.8
    
    
    
    34.9General and administrative expenses
    
    
    17.3
    
    
    
    17.4
    
    
    
    17.7Corporate expenses
    
    
    4.2
    
    
    
    4.9
    
    
    
    4.5Depreciation and amortization
    
    
    27.7
    
    
    
    25.4
    
    
    
    26.9Operating income
    
    
    15.0
    
    
    
    18.8
    
    
    
    16.9Interest expense
    
    
    13.3
    
    
    
    13.4
    
    
    
    10.1Net income
    
    
    0.8
    
    
    
    3.8
    
    
    
    3.9
 Year ended December 31, 2008 compared to Year ended December 31, 2007
         20




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Reconciliations:
    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
 Year ended December 31, 2007 compared to Year ended December 31, 2006
     21




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Reconciliations:
    Comparison of 2007 Net Revenue to 2006 Acquisition-Adjusted Net Revenue
 Year Ended December 31,2007
    
    
    2006(In thousands)Reported net revenue
    
    $
    1,209,555
    
    
    $
    1,120,091Acquisition net revenue
    
    
    
    
    
    
    6,915Adjusted totals
    
    $
    1,209,555
    
    
    $
    1,127,006
 22




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LIQUIDITY AND CAPITAL RESOURCES
 Overview
    Sources of Cash
 Total Liquidity at December 31, 2008.
 Cash Generated by Operations.
 Credit Facilities.
   23




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Proceeds from the Sale of Debt and Equity Securities.
    24




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Factors Affecting Sources of Liquidity
 Internally Generated Funds.
 Credit Facilities and Other Debt Securities.
 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 Credit Facility.
  
    
    a total debt ratio, defined as total consolidated debt to EBITDA, as defined below, for
the most recent four fiscal quarters, of not greater than 6.00 to 1.
 25




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
    
    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.
   Uses of Cash
 Capital Expenditures.
 Acquisitions.
 Stock Repurchase Program.
  Special Cash Dividend.
 26




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Debt Service and Contractual Obligations.
 Payments Due by PeriodLess Than
    
    
    
    
    
    
    
    
    
    
    AfterContractual Obligations
    
    Total
    
    
    1 Year
    
    
    1 - 3 Years
    
    
    4 - 5 Years
    
    
    5 Years(In millions)Long-Term Debt
    
    $
    2,836.4
    
    
    $
    58.8
    
    
    $
    604.8
    
    
    $
    995.6
    
    
    $
    1,177.2Interest obligations on long term debt(1)
    
    
    668.5
    
    
    
    113.5
    
    
    
    243.0
    
    
    
    205.0
    
    
    
    107.0Billboard site and other operating leases
    
    
    1,282.6
    
    
    
    155.9
    
    
    
    255.8
    
    
    
    196.9
    
    
    
    674.0Total payments due
    
    $
    4,787.5
    
    
    $
    328.2
    
    
    $
    1,103.6
    
    
    $
    1,397.5
    
    
    $
    1,958.2
 
 (1)
    
    Interest rates on our variable rate instruments are assuming rates at the December 2008
levels. Amount of Expiration Per PeriodTotal Amount
    
    Less Than 1
    
    
    
    
    
    
    
    
    
    AfterOther Commercial Commitments
    
    Committed
    
    Year
    
    1 - 3 Years
    
    4 - 5 Years
    
    5 Years(In millions)Revolving Bank Facility(2)
    
    $
    400.0
    
    
    $
    
    
    
    $
    
    
    
    $
    400.0
    
    
    $
    Standby Letters of Credit(3)
    
    $
    10.3
    
    
    $
    5.2
    
    
    $
    5.1
    
    
    $
    
    
    
    $
    
 
 (2)
    
    Lamar Media had $140.0 outstanding at December 31, 2008.(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
  27




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##### Table of Contents



Long-Lived Asset Recovery.
 Intangible Assets.
 Goodwill Impairment.
  Deferred Taxes.
 28




---



##### Table of Contents



Asset Retirement Obligations. Accounting for Asset
Retirement Obligations,
  Stock-based Compensation.
 Allowance for Doubtful Accounts.
 29




---



##### Table of Contents



Lamar Media Corp.
  RESULTS OF OPERATIONS
  Year Ended December 31,2008
    
    2007
    
    2006Net revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Operating expenses:Direct advertising expenses
    
    
    36.4
    
    
    
    33.8
    
    
    
    34.9General and administrative expenses
    
    
    17.3
    
    
    
    17.4
    
    
    
    17.7Corporate expenses
    
    
    4.1
    
    
    
    4.9
    
    
    
    4.4Depreciation and amortization
    
    
    27.7
    
    
    
    25.4
    
    
    
    26.9Operating income
    
    
    15.1
    
    
    
    18.9
    
    
    
    17.0Interest expense
    
    
    13.2
    
    
    
    13.3
    
    
    
    9.9Net income
    
    
    0.9
    
    
    
    3.9
    
    
    
    4.0
 Year ended December 31, 2008 compared to Year ended December 31, 2007
        30




---



##### Table of Contents



Reconciliations:
    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
 Year ended December 31, 2007 compared to Year ended December 31, 2006
    31




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##### Table of Contents



Reconciliations:
    Comparison of 2007 Net Revenue to 2006 Acquisition-Adjusted Net Revenue
 Year Ended December 31,2007
    
    
    2006(In thousands)Reported net revenue
    
    $
    1,209,555
    
    
    $
    1,120,091Acquisition net revenue
    
    
    
    
    
    
    6,915Adjusted totals
    
    $
    1,209,555
    
    
    $
    1,127,006
 32




---



##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Lamar Advertising Company and Lamar Media Corp.
     
 ITEM 8. FINANCIAL STATEMENTS (following on next page)
 33




---



##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
 Managements Report on Internal Control over Financial Reporting
    
    
    35Report of Independent Registered Public Accounting Firm  Internal Control over Financial Reporting
    
    
    36Report of Independent Registered Public Accounting Firm  Consolidated Financial Statements
    
    
    37Consolidated Balance Sheets as of December 31, 2008 and 2007
    
    
    38Consolidated Statements of Operations for the years ended December 31, 2008, 2007 and 2006
    
    
    39Consolidated Statements of Stockholders Equity and Comprehensive Income (Deficit) for the years
ended December 31, 2008, 2007 and 2006
    
    
    40Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006
    
    
    41Notes to Consolidated Financial Statements
    
    
    42-61Schedule 2  Valuation and Qualifying Accounts for the years ended December 31, 2008,
2007 and 2006
    
    
    62
 34




---



##### Table of Contents



Managements Report on Internal Control Over Financial Reporting
   35




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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 
 36




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
    Internal Control  Integrated
Framework
 /s/ KPMG LLPKPMG LLP 
 37




---



##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
 
 Consolidated Balance Sheets
 December 31, 2008 and 2007
 (In thousands, except share and per share data)
 2008
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    14,139
    
    
    $
    76,048Receivables, net of allowance for doubtful accounts
of $10,000 and $6,740 in 2008 and 2007
    
    
    155,043
    
    
    
    147,301Prepaid expenses
    
    
    44,377
    
    
    
    40,657Deferred income tax assets (note 11)
    
    
    8,949
    
    
    
    19,857Other current assets
    
    
    38,475
    
    
    
    29,004Total current assets
    
    
    260,983
    
    
    
    312,867Property, plant and equipment (note 4)
    
    
    2,900,970
    
    
    
    2,686,116Less accumulated depreciation and amortization
    
    
    (1,305,937
    )
    
    
    (1,169,152
    )Net property, plant and equipment
    
    
    1,595,033
    
    
    
    1,516,964Goodwill (note 5)
    
    
    1,416,396
    
    
    
    1,376,240Intangible assets, net (note 5)
    
    
    773,764
    
    
    
    802,953Deferred financing costs net of accumulated amortization
of $36,670 and $31,731 at 2008 and 2007, respectively
    
    
    24,372
    
    
    
    29,164Other assets
    
    
    46,477
    
    
    
    43,575Total assets
    
    $
    4,117,025
    
    
    $
    4,081,763LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Trade accounts payable
    
    $
    15,108
    
    
    $
    19,569Current maturities of long-term debt (note 8)
    
    
    58,751
    
    
    
    31,742Accrued expenses (note 7)
    
    
    72,407
    
    
    
    75,670Deferred income
    
    
    30,612
    
    
    
    30,657Total current liabilities
    
    
    176,878
    
    
    
    157,638Long-term debt (note 8)
    
    
    2,777,607
    
    
    
    2,694,028Deferred income tax liabilities (note 11)
    
    
    126,212
    
    
    
    136,118Asset retirement obligation (note 9)
    
    
    160,723
    
    
    
    150,046Other liabilities
    
    
    15,354
    
    
    
    12,926Total liabilities
    
    
    3,256,774
    
    
    
    3,150,756Stockholders 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 2008
and 2007
    
    
    
    
    
    
    Class A preferred stock, par value $638, $63.80
cumulative dividends, 10,000 shares authorized, 0
shares issued and outstanding at 2008 and 2007
    
    
    
    
    
    
    Class A common stock, par value $.001, 175,000,000
shares authorized, 93,339,895 and 92,525,349 shares
issued and 76,401,592 and 78,216,053
outstanding at 2008 and 2007, respectively
    
    
    93
    
    
    
    93Class B common stock, par value $.001, 37,500,000
shares authorized, 15,172,865 shares and 15,372,865
shares are issued and outstanding at 2008 and 2007,
respectively
    
    
    15
    
    
    
    15Additional paid-in-capital
    
    
    2,323,711
    
    
    
    2,299,110Accumulated comprehensive (deficit) income
    
    
    (2,039
    )
    
    
    9,286Accumulated deficit
    
    
    (578,165
    )
    
    
    (587,523
    )Cost of shares held in treasury, 16,938,303 shares
and 14,309,296 shares in 2008 and 2007, respectively
    
    
    (883,364
    )
    
    
    (789,974
    )Stockholders equity
    
    
    860,251
    
    
    
    931,007Total liabilities and stockholders equity
    
    $
    4,117,025
    
    
    $
    4,081,763
  38




---



##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
 
 Consolidated Statements of Operations
 Years Ended December 31, 2008, 2007 and 2006
 (In thousands, except share and per share data)
 2008
    
    
    2007
    
    
    2006Net revenues
    
    $
    1,198,419
    
    
    $
    1,209,555
    
    
    $
    1,120,091Operating expenses (income):Direct advertising expenses (exclusive of
depreciation and amortization)
    
    
    436,556
    
    
    
    408,397
    
    
    
    390,561General and administrative expenses (exclusive of
depreciation and amortization)
    
    
    207,321
    
    
    
    210,793
    
    
    
    198,187Corporate expenses (exclusive of depreciation and
amortization)
    
    
    50,300
    
    
    
    59,597
    
    
    
    50,750Depreciation and amortization (Note 10)
    
    
    331,654
    
    
    
    306,879
    
    
    
    301,685Gain on disposition of assets
    
    
    (7,363
    )
    
    
    (3,914
    )
    
    
    (10,862
    )1,018,468
    
    
    
    981,752
    
    
    
    930,321Operating income
    
    
    179,951
    
    
    
    227,803
    
    
    
    189,770Other expense (income):Gain on disposition of investment
    
    
    (1,814
    )
    
    
    (15,448
    )
    
    
    Interest income
    
    
    (1,202
    )
    
    
    (2,598
    )
    
    
    (1,311
    )Interest expense
    
    
    159,158
    
    
    
    162,447
    
    
    
    112,955156,142
    
    
    
    144,401
    
    
    
    111,644Income before income tax expense
    
    
    23,809
    
    
    
    83,402
    
    
    
    78,126Income tax expense (note 11)
    
    
    14,086
    
    
    
    37,185
    
    
    
    34,227Net income
    
    
    9,723
    
    
    
    46,217
    
    
    
    43,899Preferred stock dividends
    
    
    365
    
    
    
    365
    
    
    
    365Net income applicable to common stock
    
    $
    9,358
    
    
    $
    45,852
    
    
    $
    43,534Earnings per share:Basic earnings per share
    
    $
    0.10
    
    
    $
    0.47
    
    
    $
    0.42Diluted earnings per share
    
    $
    0.10
    
    
    $
    0.47
    
    
    $
    0.42Cash dividends declared per share of common stock
    
    $
    
    
    
    $
    3.25
    
    
    $
    Weighted average common shares outstanding
    
    
    92,125,660
    
    
    
    96,779,009
    
    
    
    102,720,744Incremental common shares from dilutive stock options
    
    
    181,180
    
    
    
    774,898
    
    
    
    774,778Incremental common shares from convertible debt
    
    
    
    
    
    
    
    
    
    
    Weighted average common shares assuming dilution
    
    
    92,306,840
    
    
    
    97,553,907
    
    
    
    103,495,522
  39




---



##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
 
 Consolidated
Statements of Stockholders Equity and Comprehensive Income (Deficit)
 Years Ended December 31, 2008, 2007 and 2006
 (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, 2005
    
    $
    
    
    
    
    
    
    
    
    90
    
    
    
    16
    
    
    
    (25,522
    )
    
    
    2,196,691
    
    
    
    
    
    
    
    (353,793
    )
    
    
    1,817,482Cumulative effect due to adoption of
SAB 108
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,813
    )
    
    
    (4,813
    )Non-cash compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,906
    
    
    
    
    
    
    
    
    
    
    
    17,906Exercise of 1,033,596 shares of stock
options
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    32,806
    
    
    
    
    
    
    
    
    
    
    
    32,807Issuance of 78,889 shares of common
stock through employee purchase plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,313
    
    
    
    
    
    
    
    
    
    
    
    3,313Conversion of 274,662 shares of Class
B common stock to Class A common
stock
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Purchase of 6,915,980 shares of
treasury stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (373,949
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (373,949
    )Comprehensive income:Foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,253
    
    
    
    
    
    
    
    2,253Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43,899
    
    
    
    43,899Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46,152Dividends ($63.80 per preferred share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (365
    )
    
    
    (365
    )Balance, December 31, 2006
    
    $
    
    
    
    
    
    
    
    
    92
    
    
    
    15
    
    
    
    (399,471
    )
    
    
    2,250,716
    
    
    
    2,253
    
    
    
    (315,072
    )
    
    
    1,538,533Non-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
    )Comprehensive income:Foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,212
    
    
    
    
    
    
    
    7,212Change in unrealized loss on hedging
transaction
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (179
    )
    
    
    
    
    
    
    (179
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46,217
    
    
    
    46,217Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53,250Dividends ($63.80 per preferred share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (365
    )
    
    
    (365
    )Balance, December 31, 2007
    
    $
    
    
    
    
    
    
    
    
    93
    
    
    
    15
    
    
    
    (789,974
    )
    
    
    2,299,110
    
    
    
    9,286
    
    
    
    (587,523
    )
    
    
    931,007Non-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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,690
    )
    
    
    
    
    
    
    (7,690
    )Change in unrealized loss on hedging
transaction, net of tax $2,398
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,635
    )
    
    
    
    
    
    
    (3,635
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,723
    
    
    
    9,723Comprehensive deficit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,602
    )Dividends ($63.80 per preferred share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (365
    )
    
    
    (365
    )Balance, December 31, 2008
    
    $
    
    
    
    
    
    
    
    
    93
    
    
    
    15
    
    
    
    (883,364
    )
    
    
    2,323,711
    
    
    
    (2,039
    )
    
    
    (578,165
    )
    
    
    860,251
  40




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
 
 Consolidated Statements of Cash Flows
 Years Ended December 31, 2008, 2007 and 2006
 (In thousands)
 2008
    
    
    2007
    
    
    2006Cash flows from operating activities:Net income
    
    $
    9,723
    
    
    $
    46,217
    
    
    $
    43,899Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    331,654
    
    
    
    306,879
    
    
    
    301,685Non-cash compensation
    
    
    9,005
    
    
    
    27,488
    
    
    
    17,906Amortization included in interest expense
    
    
    4,943
    
    
    
    4,587
    
    
    
    4,793Gain on disposition of assets and investments
    
    
    (9,177
    )
    
    
    (19,362
    )
    
    
    (10,862
    )Deferred income tax expenses
    
    
    24,675
    
    
    
    6,131
    
    
    
    6,364Provision for doubtful accounts
    
    
    14,365
    
    
    
    7,166
    
    
    
    6,287Changes in operating assets and liabilities:(Increase) decrease in:Receivables
    
    
    (11,013
    )
    
    
    (10,859
    )
    
    
    (17,583
    )Prepaid expenses
    
    
    599
    
    
    
    (4,159
    )
    
    
    (4,780
    )Other assets
    
    
    2,012
    
    
    
    (14,133
    )
    
    
    2,145Increase (decrease) in:Trade accounts payable
    
    
    (4,452
    )
    
    
    5,367
    
    
    
    837Accrued expenses
    
    
    (22,380
    )
    
    
    (243
    )
    
    
    11,004Other liabilities
    
    
    (3,434
    )
    
    
    (610
    )
    
    
    2,822Cash flows provided by operating activities
    
    
    346,520
    
    
    
    354,469
    
    
    
    364,517Cash flows from investing activities:Capital expenditures
    
    
    (198,070
    )
    
    
    (220,534
    )
    
    
    (223,350
    )Acquisitions
    
    
    (249,951
    )
    
    
    (153,593
    )
    
    
    (227,649
    )Decrease (increase) in notes receivable
    
    
    267
    
    
    
    9,420
    
    
    
    (1,331
    )Proceeds from disposition of assets
    
    
    10,335
    
    
    
    23,626
    
    
    
    13,434Cash flows used in investing activities
    
    
    (437,419
    )
    
    
    (341,081
    )
    
    
    (438,896
    )Cash flows from financing activities:Net proceeds from issuance of common stock
    
    
    11,182
    
    
    
    14,208
    
    
    
    35,236Tax deduction from options exercised
    
    
    2,156
    
    
    
    6,698
    
    
    
    Cash used for purchase of treasury shares
    
    
    (93,390
    )
    
    
    (390,503
    )
    
    
    (373,949
    )Principle payments on long-term debt
    
    
    (29,412
    )
    
    
    (107,585
    )
    
    
    (2,303
    )Debt issuance costs
    
    
    (169
    )
    
    
    (7,760
    )
    
    
    (4,328
    )Net proceeds from note offerings and new notes payable
    
    
    140,000
    
    
    
    842,887
    
    
    
    412,682Dividends
    
    
    (365
    )
    
    
    (318,668
    )
    
    
    (365
    )Cash flows provided by financing activities
    
    
    30,002
    
    
    
    39,277
    
    
    
    66,973Effect of exchange rate changes in cash and cash equivalents
    
    
    (1,012
    )
    
    
    11,587
    
    
    
    (217
    )Net increase (decrease) in cash and cash equivalents
    
    
    (61,909
    )
    
    
    64,252
    
    
    
    (7,623
    )Cash and cash equivalents at beginning of period
    
    
    76,048
    
    
    
    11,796
    
    
    
    19,419Cash and cash equivalents at end of period
    
    $
    14,139
    
    
    $
    76,048
    
    
    $
    11,796Supplemental disclosures of cash flow information:Cash paid for interest
    
    $
    149,417
    
    
    $
    157,549
    
    
    $
    97,711Cash paid for state and federal income taxes
    
    $
    3,933
    
    
    $
    34,249
    
    
    $
    28,471
  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)
 (1) Significant Accounting Policies
 (a) Nature of Business
    (b) Principles of Consolidation
  (c) Property, Plant and Equipment
  (d) Goodwill and Intangible Assets
 Goodwill and
Other Intangibles
   (e) Impairment of Long-Lived Assets
  42




---



##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
 Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
 (f) Deferred Income
  (g) Revenue Recognition
   2008
    
    2007
    
    2006Net revenues
    
    $
    5,531
    
    
    $
    5,369
    
    
    $
    5,461Direct advertising expenses
    
    $
    2,996
    
    
    $
    2,820
    
    
    $
    2,802General and administrative expenses
    
    $
    2,643
    
    
    $
    2,546
    
    
    $
    2,645
 (h) Income Taxes
  (i) Earnings Per Share
  (j) Stock Based Compensation
 Share-Based Payment, , Accounting for Stock Issued to Employees Accounting for Stock-Based Compensation.
 43




---



##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
 Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
  (k) Cash and Cash Equivalents
  (l) Foreign Currency Translation
  (m) Reclassification of Prior Year Amounts
  (n) Asset Retirement Obligations
 Accounting for Asset Retirement
Obligations
 (o) Use of Estimates
  (p) Comprehensive Income
  (q) Fair Value Hedging  Interest Rate Swaps
 Accounting for Derivative Instruments and Hedging Activities,
 44




---



##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
 Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
    (r) Recently Adopted Accounting Pronouncements
  (2) Acquisitions
 Year Ended December 31, 2008
   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
 45




---



##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
 Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
   2008
    
    2007Net revenues
    
    $
    1,213,650
    
    
    $
    1,253,355Net income applicable to common stock
    
    $
    6,378
    
    
    $
    38,681Net income per common share  basic
    
    $
    0.07
    
    
    $
    0.40Net income per common share  diluted
    
    $
    0.07
    
    
    $
    0.40
 Year Ended December 31, 2007
   TotalCurrent assets
    
    $
    4,330Property, plant and equipment
    
    
    80,358Goodwill
    
    
    18,522Site locations
    
    
    40,334Non-competition agreements
    
    
    353Customer lists and contracts
    
    
    8,962Other assets
    
    
    1,527Current liabilities
    
    
    (793
    )$
    153,593
 (3) Noncash Financing Activities
  (4) Property, Plant and Equipment
  Estimated Life(Years)
    
    
    2008
    
    
    2007Land
    
    
    
    
    
    $
    298,923
    
    
    $
    242,383Building and improvements
    
    
    10  39
    
    
    
    109,547
    
    
    
    108,314Advertising structures
    
    
    5  15
    
    
    
    2,370,472
    
    
    
    2,224,517Automotive and other equipment
    
    
    3  7
    
    
    
    122,028
    
    
    
    110,902$
    2,900,970
    
    
    $
    2,686,116
 46




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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)
 (5) Goodwill and Other Intangible Assets
  Estimated
    
    
    2008
    
    
    2007Life
    
    
    Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    Accumulated(Years)
    
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationAmortizable Intangible Assets:Customer lists and contracts
    
    
    7  10
    
    
    $
    465,126
    
    
    $
    415,753
    
    
    $
    453,305
    
    
    $
    400,390Non-competition agreements
    
    
    3  15
    
    
    
    63,407
    
    
    
    58,380
    
    
    
    60,633
    
    
    
    56,900Site locations
    
    
    15
    
    
    
    1,367,511
    
    
    
    649,596
    
    
    
    1,304,323
    
    
    
    560,706Other
    
    
    5  15
    
    
    
    13,608
    
    
    
    12,159
    
    
    
    13,599
    
    
    
    10,911$
    1,909,652
    
    
    $
    1,135,888
    
    
    $
    1,831,860
    
    
    $
    1,028,907Unamortizable Intangible Assets:Goodwill
    
    
    
    
    
    $
    1,670,031
    
    
    $
    253,635
    
    
    $
    1,629,875
    
    
    $
    253,635
  Balance as of December 31, 2007
    
    $
    1,629,875Goodwill acquired during the year
    
    
    40,156Impairment losses
    
    
    Balance as of December 31, 2008
    
    $
    1,670,031
  Year ended December 31, 2009
    
    $
    107,184Year ended December 31, 2010
    
    
    104,100Year ended December 31, 2011
    
    
    101,622Year ended December 31, 2012
    
    
    98,419Year ended December 31, 2013
    
    
    95,719Thereafter
    
    
    266,720Total
    
    $
    773,764
 (6) Leases
  2009
    
    $
    155,9482010
    
    $
    136,5642011
    
    $
    119,2332012
    
    $
    105,4122013
    
    $
    91,432Thereafter
    
    $
    674,035
  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)
 (7) Accrued Expenses
  2008
    
    
    2007Payroll
    
    $
    7,437
    
    
    $
    13,629Interest
    
    
    36,761
    
    
    
    36,882Insurance benefits
    
    
    10,738
    
    
    
    10,818Other
    
    
    17,471
    
    
    
    14,341$
    72,407
    
    
    $
    75,670
 (8) Long-term Debt
  2008
    
    
    2007Bank Credit Agreement
    
    $
    1,290,625
    
    
    $
    1,181,3252 7/8% Convertible Notes
    
    
    287,500
    
    
    
    287,5007 1/4% Senior Subordinated Notes
    
    
    387,278
    
    
    
    387,7586 5/8% Senior Subordinated Notes
    
    
    400,000
    
    
    
    400,0006 5/8% Senior Subordinated Notes  Series B
    
    
    203,584
    
    
    
    202,2026 5/8% Senior Subordinated Notes  Series C
    
    
    262,568
    
    
    
    261,181Other notes with various rates and terms
    
    
    4,803
    
    
    
    5,8042,836,358
    
    
    
    2,725,770Less current maturities
    
    
    (58,751
    )
    
    
    (31,742
    )Long-term debt, excluding current maturities
    
    $
    2,777,607
    
    
    $
    2,694,028
  2009
    
    $
    58,7512010
    
    $
    405,4082011
    
    $
    199,4472012
    
    $
    560,8182013
    
    $
    434,760Later years
    
    $
    1,177,174
     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)
      Credit Facility
   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)
      TermMarch 31, 2009.
    
    $
    7,675.0June 30, 2009  September 30, 2009
    
    $
    11,612.5December 31, 2009  March 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
  
    
    dispose of assets;
    
    incur or repay debt;
    
    create liens;
    
    make investments; and
    
    pay dividends.
  
    
    fixed charges ratios; and
    
    total debt ratios.
 50




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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)
  (9) Asset Retirement Obligation
  Balance at December 31, 2006
    
    $
    141,503Additions to asset retirement obligations
    
    
    1,502Accretion expense
    
    
    9,979Liabilities settled
    
    
    (2,938
    )Balance at December 31, 2007
    
    
    150,046Additions to asset retirement obligations
    
    
    6,178Accretion expense
    
    
    10,177Liabilities settled
    
    
    (5,678
    )Balance at December 31, 2008
    
    $
    160,723
 (10) Depreciation and Amortization
  Year Ended December 31,2008
    
    
    2007
    
    
    2006Direct expenses
    
    $
    312,028
    
    
    $
    287,422
    
    
    $
    286,041General and administrative expenses
    
    
    7,325
    
    
    
    8,212
    
    
    
    6,902Corporate expenses
    
    
    12,301
    
    
    
    11,245
    
    
    
    8,742$
    331,654
    
    
    $
    306,879
    
    
    $
    301,685
 (11) Income Taxes
 Accounting for Uncertainty in Income
Taxes  an Interpretation of FASB Statement No. 109
  Balance of December 31, 2007
    
    $
    787Plus: additions based on tax positions related to the current year
    
    
    34Plus: additions for tax positions of prior years
    
    
    47Less: reductions made for tax positions of prior years
    
    
    Settlements
    
    
    Balance of December 31, 2008
    
    $
    868
   51




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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)
    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)
  Current
    
    
    Deferred
    
    
    TotalYear ended December 31, 2008:U.S. federal
    
    $
    (12,845
    )
    
    $
    24,365
    
    
    $
    11,520State and local
    
    
    893
    
    
    
    2,092
    
    
    
    2,985Foreign
    
    
    1,363
    
    
    
    (1,782
    )
    
    
    (419
    )$
    (10,589
    )
    
    $
    24,675
    
    
    $
    14,086Year ended December 31, 2007:U.S. federal
    
    $
    21,753
    
    
    $
    5,524
    
    
    $
    27,277State and local
    
    
    7,148
    
    
    
    1,163
    
    
    
    8,311Foreign
    
    
    2,153
    
    
    
    (556
    )
    
    
    1,597$
    31,054
    
    
    $
    6,131
    
    
    $
    37,185Year ended December 31, 2006:U.S. federal
    
    $
    22,492
    
    
    $
    6,973
    
    
    $
    29,465State and local
    
    
    4,637
    
    
    
    (664
    )
    
    
    3,973Foreign
    
    
    734
    
    
    
    55
    
    
    
    789$
    27,863
    
    
    $
    6,364
    
    
    $
    34,227
   2008
    
    
    2007
    
    
    2006Computed expected tax expense
    
    $
    8,333
    
    
    $
    29,191
    
    
    $
    27,344Increase (reduction) in income taxes resulting from:Book expenses not deductible for tax purposes
    
    
    1,482
    
    
    
    1,104
    
    
    
    2,305Stock-based
compensation
    
    
    2,145
    
    
    
    880
    
    
    
    1,773Amortization of non-deductible goodwill
    
    
    25
    
    
    
    30
    
    
    
    27State and local income taxes, net of federal income tax benefit
    
    
    1,346
    
    
    
    6,174
    
    
    
    4,289Undistributed earnings of foreign subsidiaries
    
    
    821
    
    
    
    465
    
    
    
    Net operating loss valuation allowance
    
    
    594
    
    
    
    (772
    )
    
    
    (1,706
    )Other differences, net
    
    
    (660
    )
    
    
    113
    
    
    
    195$
    14,086
    
    
    $
    37,185
    
    
    $
    34,227
  2008
    
    
    2007Current deferred tax assets:Receivables, principally due to allowance for doubtful accounts
    
    $
    6,124
    
    
    $
    4,833Accrued liabilities not deducted for tax purposes
    
    
    2,401
    
    
    
    2,801Net operating loss carry forward
    
    
    
    
    
    
    1,211Tax credits
    
    
    
    
    
    
    10,700Other
    
    
    424
    
    
    
    312Net current deferred tax asset
    
    $
    8,949
    
    
    $
    19,857Non-current deferred tax liabilities:Plant and equipment, principally due to differences in depreciation
    
    $
    (33,135
    )
    
    $
    (5,707
    )Intangibles, due to differences in amortizable lives
    
    
    (251,085
    )
    
    
    (248,623
    )Undistributed earnings of foreign subsidiaries
    
    
    (2,112
    )
    
    
    (1,290
    )Other, net
    
    
    (134
    )
    
    
    (105
    )Investments in partnerships
    
    
    (127
    )
    
    
    (620
    )(286,593
    )
    
    
    (256,345
    )
 53




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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)
 2008
    
    
    2007Non-current deferred tax assets:Plant and equipment, due to basis differences on acquisitions and
costs capitalized for tax purposes
    
    
    21,107
    
    
    
    26,533Investment in affiliates and plant and equipment, due to gains
recognized for tax purposes and deferred for financial reporting
purposes
    
    
    933
    
    
    
    2,295Accrued liabilities not deducted for tax purposes
    
    
    10,965
    
    
    
    18,930Net operating loss carry forward
    
    
    50,958
    
    
    
    13,721Asset retirement obligation
    
    
    49,893
    
    
    
    45,485Tax credits
    
    
    25,596
    
    
    
    15,604Interest rate swap agreement
    
    
    2,403
    
    
    
    Charitable
contribution carryforward
    
    
    218
    
    
    
    Total Non-current deferred tax assets
    
    
    162,073
    
    
    
    122,568Less:
valuation allowance
    
    
    (1,692)
    
    
    
    (2,341)Total net
deferred tax assets
    
    
    160,381
    
    
    
    120,227Net non-current deferred tax liability
    
    $
    (126,212
    )
    
    $
    (136,118
    )
     (12) Related Party Transactions
     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)
  (13) Stockholders Equity
       55




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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)
  (14) Stock Compensation Plans
 Equity Incentive Plan.
       Dividend
    
    Expected
    
    Risk Free
    
    ExpectedGrant Year
    
    Yield
    
    Volatility
    
    Interest Rate
    
    Lives2008
    
    
    0
    %
    
    
    28
    %
    
    
    3
    %
    
    
    72007
    
    
    0
    %
    
    
    30
    %
    
    
    5
    %
    
    
    52006
    
    
    0
    %
    
    
    43
    %
    
    
    4
    %
    
    
    7
 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)
  Weighted
    
    
    WeightedAverage
    
    
    AverageExercise
    
    
    ContractualShares
    
    
    Price
    
    
    LifeOutstanding, beginning of year
    
    
    2,691,141
    
    
    $
    36.94Granted
    
    
    1,004,961
    
    
    
    40.00Exercised
    
    
    (246,489
    )
    
    
    31.63Canceled
    
    
    (65,406
    )
    
    
    42.67Outstanding, end of year
    
    
    3,384,207
    
    
    $
    38.12
    
    
    
    5.33Exercisable at end of year
    
    
    2,369,252
    
    
    $
    36.60
    
    
    
    3.83
    Weighted AverageGrant DateShares
    
    
    Fair ValueNonvested stock options at the beginning of the period
    
    
    637,400
    
    
    $
    20.02Granted
    
    
    1,004,961
    
    
    
    15.27Vested
    
    
    (588,400
    )
    
    
    16.91Canceled
    
    
    (39,006
    )
    
    
    20.91Nonvested stock options at the end of the period
    
    
    1,014,955
    
    
    $
    17.09
 Stock Purchase Plan.
  SharesAvailable for future purchases, January 1, 2008
    
    
    392,998Purchases
    
    
    (154,911
    )Available for future purchases, December 31, 2008
    
    
    238,087
 Performance-based compensation.
 57




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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) Adoption of Staff Accounting Bulletin No. 108
  Review of Logo Sign Depreciation Policies
    LogosDepreciationPractices
    
    
    TotalAccumulated depreciation and amortization
    
    $
    7,839
    
    
    $
    7,839Deferred income tax liabilities
    
    
    (3,026
    )
    
    
    (3,026
    )Accumulated deficit
    
    
    (4,813
    )
    
    
    (4,813
    )$
    
    
    
    $
    
 (16) Benefit Plans
  Savings and Profit Sharing Plan
  58




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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)
 Deferred Compensation Plan
   (17) Commitment and Contingencies
   (18) Summarized Financial Information of Subsidiaries
  (19) Disclosures About Fair Value of Financial Instruments
  59




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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)
  Fair value of financial instruments:
 As of December 31, 2008Fair Value Measurements Using:Quoted
    
    SignificantPrices in
    
    OtherActive
    
    Observable
    
    SignificantCarrying
    
    Total Fair
    
    Markets
    
    Inputs
    
    UnobservableAmount
    
    Value
    
    (Level 1)
    
    (Level 2)
    
    Inputs (Level 3)Financial LiabilitesLong-term debt (including current maturities)
    
    $
    2,836,358
    
    
    $
    2,165,623
    
    
    $
    2,165,623
    
    
    $
    
    
    
    $
    Hedging instrument
    
    $
    6,212
    
    
    $
    6,212
    
    
    $
    
    
    
    $
    6,212
    
    
    $
    
   Level 1 Fair Value Measurements
 Long-term debt 
 Level 2 Fair Value Measurements
 Hedging instrument 
 (20) Quarterly Financial Data (Unaudited)
 Year 2008 QuartersMarch 31
    
    June 30
    
    September 30
    
    December 31Net revenues
    
    $
    282,776
    
    
    $
    323,819
    
    
    $
    312,516
    
    
    $
    279,308Net revenues less direct advertising expenses
    
    $
    177,989
    
    
    $
    213,714
    
    
    $
    198,839
    
    
    $
    171,321Net income (loss) applicable to common stock
    
    $
    (1,625
    )
    
    $
    14,253
    
    
    $
    3,659
    
    
    $
    (6,929
    )Net income (loss) per common share basic
    
    $
    (0.02
    )
    
    $
    0.15
    
    
    $
    0.04
    
    
    $
    (0.08
    )Net income (loss) per common share  diluted
    
    $
    (0.02
    )
    
    $
    0.15
    
    
    $
    0.04
    
    
    $
    (0.08
    )
 60




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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)
 Year 2007 QuartersMarch 31
    
    June 30
    
    September 30
    
    December 31Net revenues
    
    $
    275,185
    
    
    $
    315,225
    
    
    $
    314,253
    
    
    $
    304,892Net revenues less direct advertising expenses
    
    $
    174,402
    
    
    $
    212,456
    
    
    $
    212,132
    
    
    $
    202,168Net income applicable to common stock
    
    $
    8,748
    
    
    $
    18,289
    
    
    $
    14,434
    
    
    $
    4,381Net income per common share basic
    
    $
    0.09
    
    
    $
    0.19
    
    
    $
    0.15
    
    
    $
    0.05Net income per common share  diluted
    
    $
    0.09
    
    
    $
    0.19
    
    
    $
    0.15
    
    
    $
    0.05
 (21) New Accounting Pronouncements
  (FSP APB 14-1).
    61




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##### Table of Contents



SCHEDULE 2
 Lamar Advertising Company
 Valuation and Qualifying Accounts
Years Ended December 31, 2008, 2007 and 2006
(In thousands)
 Balance at
    
    Charged to
    
    
    
    
    
    Balance atBeginning
    
    Costs and
    
    
    
    
    
    End ofof Period
    
    Expenses
    
    Deductions
    
    PeriodYear 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
    
    $
    1,282,542
    
    
    
    106,981
    
    
    
    
    
    
    $
    1,389,523Year 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
    
    $
    1,173,293
    
    
    
    109,249
    
    
    
    
    
    
    $
    1,282,542Year ended December 31, 2006Deducted in balance sheet
from trade accounts
receivable:Allowance for
doubtful accounts
    
    $
    6,000
    
    
    
    6,287
    
    
    
    5,887
    
    
    $
    6,400Deducted in balance sheet
from intangible assets:Amortization of intangible
assets
    
    $
    1,051,230
    
    
    
    122,063
    
    
    
    
    
    
    $
    1,173,293
 62




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##### Table of Contents



LAMAR MEDIA CORP.
AND SUBSIDIARIES
 Managements Report on Internal Control Over Financial Reporting
    
    
    64Report of Independent Registered Public Accounting Firm  Internal Control over Financial Reporting
    
    
    65Report of Independent Registered Public Accounting Firm  Consolidated Financial Statements
    
    
    66Consolidated Balance Sheets as of December 31, 2008 and 2007
    
    
    67Consolidated Statements of Operations for the years ended December 31, 2008, 2007 and 2006
    
    
    68Consolidated Statements of Stockholders Equity and Comprehensive Income (Deficit) for the years
ended December 31, 2008, 2007 and 2006
    
    
    69Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006
    
    
    70Notes to Consolidated Financial Statements
    
    
    71-75Schedule 2  Valuation and Qualifying Accounts for the years ended December 31, 2008, 2007
and 2006
    
    
    76
 63




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Managements Report on Internal Control Over Financial Reporting
   64




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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 
 65




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
    Internal Control  Integrated Framework
 /s/ KPMG LLPKPMG LLP 
 66




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##### Table of Contents



LAMAR MEDIA CORP.
AND SUBSIDIARIES
 
 Consolidated Balance Sheets
December 31, 2008 and 2007
(In thousands, except share and per share data)
 2008
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    14,139
    
    
    $
    76,048Receivables, net of allowance for doubtful
accounts of $10,000 and $6,740 in 2008
and 2007
    
    
    155,043
    
    
    
    147,301Prepaid expenses
    
    
    44,377
    
    
    
    40,657Deferred income tax assets (note 6)
    
    
    8,948
    
    
    
    17,616Other current assets
    
    
    39,183
    
    
    
    23,014Total current assets
    
    
    261,690
    
    
    
    304,636Property, plant and equipment
    
    
    2,900,970
    
    
    
    2,686,116Less accumulated depreciation and amortization
    
    
    (1,305,937
    )
    
    
    (1,169,152
    )Net property, plant and equipment
    
    
    1,595,033
    
    
    
    1,516,964Goodwill (note 3)
    
    
    1,406,254
    
    
    
    1,366,098Intangible assets, net (note 3)
    
    
    773,140
    
    
    
    802,338Deferred financing costs net of accumulated
amortization of $22,817 and $19,093 as of
2008 and 2007 respectively
    
    
    18,538
    
    
    
    22,123Other assets
    
    
    43,412
    
    
    
    41,070Total assets
    
    $
    4,098,067
    
    
    $
    4,053,229LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Trade accounts payable
    
    $
    15,108
    
    
    $
    19,569Current maturities of long-term debt (note 5)
    
    
    58,751
    
    
    
    31,742Accrued expenses (note 4)
    
    
    61,669
    
    
    
    76,283Deferred income
    
    
    30,612
    
    
    
    30,657Total current liabilities
    
    
    166,140
    
    
    
    158,251Long-term debt (note 5)
    
    
    2,777,607
    
    
    
    2,694,028Deferred income tax liabilities (note 6)
    
    
    161,232
    
    
    
    149,942Asset retirement obligation
    
    
    160,723
    
    
    
    150,046Other liabilities
    
    
    15,354
    
    
    
    14,874Total liabilities
    
    
    3,281,056
    
    
    
    3,167,141Stockholders equity:Common stock, $.01 par value, authorized 3,000
shares; 100 shares issued and outstanding at
2008 and 2007
    
    
    
    
    
    
    Additional paid-in-capital
    
    
    2,517,481
    
    
    
    2,492,880Accumulated comprehensive (deficit) income
    
    
    (2,039
    )
    
    
    9,286Accumulated deficit
    
    
    (1,698,431
    )
    
    
    (1,616,078
    )Stockholders equity
    
    
    817,011
    
    
    
    886,088Total liabilities and stockholders equity
    
    $
    4,098,067
    
    
    $
    4,053,229
  67




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##### Table of Contents



LAMAR MEDIA CORP.
AND SUBSIDIARIES
 Consolidated Statements of Operations
 
 Years Ended December 31, 2008, 2007 and 2006
 (In thousands)
 2008
    
    
    2007
    
    
    2006Net revenues
    
    $
    1,198,419
    
    
    $
    1,209,555
    
    
    $
    1,120,091Operating expenses (income):Direct advertising expenses (exclusive of depreciation and
amortization)
    
    
    436,556
    
    
    
    408,397
    
    
    
    390,561General and administrative expenses (exclusive of depreciation
and amortization)
    
    
    207,321
    
    
    
    210,793
    
    
    
    198,187Corporate expenses (exclusive of depreciation and amortization)
    
    
    49,398
    
    
    
    59,040
    
    
    
    49,729Depreciation and amortization
    
    
    331,654
    
    
    
    306,879
    
    
    
    301,685Gain on disposition of assets
    
    
    (7,363
    )
    
    
    (3,914
    )
    
    
    (10,862
    )1,017,566
    
    
    
    981,195
    
    
    
    929,300Operating income
    
    
    180,853
    
    
    
    228,360
    
    
    
    190,791Other expense (income):Gain on disposition of investment
    
    
    (1,814
    )
    
    
    (15,448
    )
    
    
    Interest income
    
    
    (1,202
    )
    
    
    (2,598
    )
    
    
    (1,311
    )Interest expense
    
    
    157,918
    
    
    
    161,207
    
    
    
    111,117154,902
    
    
    
    143,161
    
    
    
    109,806Income before income tax expense
    
    
    25,951
    
    
    
    85,199
    
    
    
    80,985Income tax expense (note 6)
    
    
    14,914
    
    
    
    38,198
    
    
    
    35,753Net income
    
    $
    11,037
    
    
    $
    47,001
    
    
    $
    45,232
  68




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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, 2008, 2007 and 2006
(In thousands, except share and per share data)
 AccumulatedAdditional
    
    
    ComprehensiveCommon
    
    
    Paid-In
    
    
    Income
    
    
    AccumulatedStock
    
    
    Capital
    
    
    (Deficit)
    
    
    Deficit
    
    
    TotalBalance, December 31, 2005
    
    $
    
    
    
    $
    2,390,458
    
    
    $
    
    
    
    $
    (620,742
    )
    
    $
    1,769,716Cumulative effect due to adoption of
SAB 108
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,813
    )
    
    
    (4,813
    )Contribution from parent
    
    
    
    
    
    
    54,027
    
    
    
    
    
    
    
    
    
    
    
    54,027Comprehensive income:Foreign currency translations
    
    
    
    
    
    
    
    
    
    
    2,253
    
    
    
    
    
    
    
    2,253Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,232
    
    
    
    45,232Net comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,485Dividend to parent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (373,948
    )
    
    
    (373,948
    )Balance, December 31, 2006
    
    $
    
    
    
    $
    2,444,485
    
    
    $
    2,253
    
    
    $
    (954,271
    )
    
    $
    1,492,467Contribution from parent
    
    
    
    
    
    
    48,395
    
    
    
    
    
    
    
    
    
    
    
    48,395Comprehensive income:Foreign currency translations
    
    
    
    
    
    
    
    
    
    
    7,212
    
    
    
    
    
    
    
    7,212Change in unrealized loss of hedging
transaction
    
    
    
    
    
    
    
    
    
    
    (179
    )
    
    
    
    
    
    
    (179
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,001
    
    
    
    47,001Net comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54,034Dividend to parent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (708,808
    )
    
    
    (708,808
    )Balance, December 31, 2007
    
    $
    
    
    
    $
    2,492,880
    
    
    $
    9,286
    
    
    $
    (1,616,078
    )
    
    $
    886,088Contribution from parent
    
    
    
    
    
    
    24,601
    
    
    
    
    
    
    
    
    
    
    
    24,601Comprehensive income:Foreign currency translations
    
    
    
    
    
    
    
    
    
    
    (7,690
    )
    
    
    
    
    
    
    (7,690
    )Change in unrealized loss of hedging
transaction, net of tax $2,398
    
    
    
    
    
    
    
    
    
    
    (3,635
    )
    
    
    
    
    
    
    (3,635
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,037
    
    
    
    11,037Net comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (288
    )Dividend to parent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (93,390
    )
    
    
    (93,390
    )Balance, December 31, 2008
    
    $
    
    
    
    $
    2,517,481
    
    
    $
    (2,039
    )
    
    $
    (1,698,431
    )
    
    $
    817,011
  69




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##### Table of Contents



LAMAR MEDIA CORP.
AND SUBSIDIARIES
 
 Consolidated Statements of Cash Flows
Years Ended December 31, 2008, 2007 and 2006
(In thousands)
 2008
    
    
    2007
    
    
    2006Cash flows from operating activities:Net income
    
    $
    11,037
    
    
    $
    47,001
    
    
    $
    45,232Adjustments to reconcile net income to net cash provided
by operating activities:Depreciation and amortization
    
    
    331,654
    
    
    
    306,879
    
    
    
    301,685Non-cash compensation
    
    
    9,005
    
    
    
    27,488
    
    
    
    17,906Amortization included in interest expense
    
    
    3,703
    
    
    
    3,347
    
    
    
    2,955Gain on disposition of assets and investments
    
    
    (9,177
    )
    
    
    (19,362
    )
    
    
    (10,862
    )Deferred income tax expenses (benefit)
    
    
    26,208
    
    
    
    6,565
    
    
    
    (8,951
    )Provision for doubtful accounts
    
    
    14,365
    
    
    
    7,166
    
    
    
    6,287Changes in operating assets and liabilities:(Increase) decrease in:Receivables
    
    
    (11,013
    )
    
    
    (10,859
    )
    
    
    (17,583
    )Prepaid expenses
    
    
    599
    
    
    
    (4,159
    )
    
    
    (4,780
    )Other assets
    
    
    4,792
    
    
    
    (11,221
    )
    
    
    6,696Increase (decrease) in:Trade accounts payable
    
    
    (4,452
    )
    
    
    5,367
    
    
    
    837Accrued expenses
    
    
    (23,006
    )
    
    
    (13,003
    )
    
    
    27,846Other liabilities
    
    
    (18,824
    )
    
    
    (19,349
    )
    
    
    (21,908
    )Cash flows provided by operating activities
    
    
    334,891
    
    
    
    325,860
    
    
    
    345,360Cash flows from investing activities:Capital expenditures
    
    
    (198,070
    )
    
    
    (220,534
    )
    
    
    (223,350
    )Acquisitions
    
    
    (249,951
    )
    
    
    (153,593
    )
    
    
    (227,649
    )Decrease (increase) in notes receivable
    
    
    267
    
    
    
    9,420
    
    
    
    (1,331
    )Proceeds from disposition of assets
    
    
    10,335
    
    
    
    23,626
    
    
    
    13,434Cash flows used in investing activities
    
    
    (437,419
    )
    
    
    (341,081
    )
    
    
    (438,896
    )Cash flows from financing activities:Principal payments on long-term debt
    
    
    (29,412
    )
    
    
    (107,585
    )
    
    
    (2,303
    )Debt issuance costs
    
    
    (168
    )
    
    
    (7,003
    )
    
    
    (4,328
    )Net proceeds from note offerings and new notes payable
    
    
    140,000
    
    
    
    842,887
    
    
    
    412,682Dividends to parent
    
    
    (93,390
    )
    
    
    (708,808
    )
    
    
    (373,948
    )Contributions from parent
    
    
    24,601
    
    
    
    48,395
    
    
    
    54,027Cash flows provided by financing activities
    
    
    41,631
    
    
    
    67,886
    
    
    
    86,130Effect of exchange rate changes in cash and cash equivalents
    
    
    (1,012
    )
    
    
    11,587
    
    
    
    (217
    )Net increase (decrease) in cash and cash equivalents
    
    
    (61,909
    )
    
    
    64,252
    
    
    
    (7,623
    )Cash and cash equivalents at beginning of period
    
    
    76,048
    
    
    
    11,796
    
    
    
    19,419Cash and cash equivalents at end of period
    
    $
    14,139
    
    
    $
    76,048
    
    
    $
    11,796Supplemental disclosures of cash flow information:Cash paid for interest
    
    $
    149,417
    
    
    $
    157,549
    
    
    $
    97,711Cash paid for state and federal income taxes
    
    $
    3,933
    
    
    $
    34,249
    
    
    $
    28,471
  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)
 (1) Significant Accounting Policies
 (a) Nature of Business
    (b) Principles of Consolidation
  (2) Noncash Financing Activities
  (3) Goodwill and Other Intangible Assets
  Estimated
    
    
    2008
    
    
    2007Life
    
    
    Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    Accumulated(Years)
    
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationAmortizableIntangible Assets:Customer lists and contracts
    
    
    7  10
    
    
    $
    465,126
    
    
    $
    415,753
    
    
    $
    453,305
    
    
    $
    400,390Non-competition agreements
    
    
    3  15
    
    
    
    63,407
    
    
    
    58,380
    
    
    
    60,633
    
    
    
    56,900Site locations
    
    
    15
    
    
    
    1,367,511
    
    
    
    649,597
    
    
    
    1,304,323
    
    
    
    560,706Other
    
    
    5  15
    
    
    
    13,001
    
    
    
    12,175
    
    
    
    13,002
    
    
    
    10,929$
    1,909,045
    
    
    $
    1,135,905
    
    
    $
    1,831,263
    
    
    $
    1,028,925Unamortizable Intangible Assets:Goodwill
    
    
    
    
    
    $
    1,659,020
    
    
    $
    252,766
    
    
    $
    1,618,864
    
    
    $
    252,766
 71




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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)
  Balance as of December 31, 2007
    
    $
    1,618,864Goodwill acquired during the year
    
    
    40,156Impairment losses
    
    
    Balance as of December 31, 2008
    
    $
    1,659,020
 (4) Accrued Expenses
  2008
    
    
    2007Payroll
    
    $
    7,437
    
    
    $
    13,629Interest
    
    
    36,761
    
    
    
    36,882Other
    
    
    17,471
    
    
    
    25,772$
    61,669
    
    
    $
    76,283
 (5) Long-term Debt
  2008
    
    
    20077 1/4% Senior subordinated notes
    
    $
    387,278
    
    
    $
    387,758Mirror note to parent
    
    
    287,500
    
    
    
    287,500Bank Credit Agreement
    
    
    1,290,625
    
    
    
    1,181,3256 5/8% Senior Subordinated Notes
    
    
    400,000
    
    
    
    400,0006 5/8% Senior Subordinated Notes  Series B
    
    
    203,584
    
    
    
    202,2026 5/8% Senior Subordinated Notes  Series C
    
    
    262,568
    
    
    
    261,181Other notes with various rates and terms
    
    
    4,803
    
    
    
    5,8042,836,358
    
    
    
    2,725,770Less current maturities
    
    
    (58,751
    )
    
    
    (31,742
    )Long-term debt excluding current maturities
    
    $
    2,777,607
    
    
    $
    2,694,028
  2009
    
    $
    58,7512010
    
    $
    405,4082011
    
    $
    199,4472012
    
    $
    560,8182013
    
    $
    434,760Later years
    
    $
    1,177,174
 (6) Income Taxes
 Accounting for Uncertainty in Income
Taxes  an Interpretation of FASB Statement No. 109
 72




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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)
  Balance of December 31, 2007
    
    $
    787Plus: additions based on tax positions related to the current year
    
    
    34Plus: additions for tax positions of prior years
    
    
    47Less: reductions made for tax positions of prior years
    
    
    Settlements
    
    
    Balance of December 31, 2008
    
    $
    868
       Current
    
    
    Deferred
    
    
    TotalYear ended December 31, 2008:U.S. federal
    
    $
    (13,560
    )
    
    $
    25,852
    
    
    $
    12,292State and local
    
    
    903
    
    
    
    2,138
    
    
    
    3,041Foreign
    
    
    1,363
    
    
    
    (1,782
    )
    
    
    (419
    )$
    (11,294
    )
    
    $
    26,208
    
    
    $
    14,914Year ended December 31, 2007:U.S. federal
    
    $
    22,329
    
    
    $
    5,971
    
    
    $
    28,300State and local
    
    
    7,151
    
    
    
    1,150
    
    
    
    8,301Foreign
    
    
    2,153
    
    
    
    (556
    )
    
    
    1,597$
    31,633
    
    
    $
    6,565
    
    
    $
    38,198Year ended December 31, 2006:U.S. federal
    
    $
    39,333
    
    
    $
    (8,338
    )
    
    $
    30,995State and local
    
    
    4,637
    
    
    
    (667
    )
    
    
    3,970Foreign
    
    
    734
    
    
    
    54
    
    
    
    788$
    44,704
    
    
    $
    (8,951
    )
    
    $
    35,753
 73




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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)
  2008
    
    
    2007
    
    
    2006Computed expected tax expense
    
    $
    9,083
    
    
    $
    29,819
    
    
    $
    28,345Increase (reduction) in income taxes resulting from:Book expenses not deductible for tax purposes
    
    
    1,482
    
    
    
    1,105
    
    
    
    2,346Stock-based compensation
    
    
    2,145
    
    
    
    880
    
    
    
    1,773Amortization of non-deductible goodwill
    
    
    19
    
    
    
    24
    
    
    
    24State and local income taxes, net of federal income tax benefit
    
    
    1,382
    
    
    
    6,168
    
    
    
    4,287Undistributed earnings foreign subsidiaries
    
    
    821
    
    
    
    465
    
    
    
    Valuation allowance
    
    
    594
    
    
    
    (772
    )
    
    
    (1,706
    )Other differences, net
    
    
    (612
    )
    
    
    509
    
    
    
    684$
    14,914
    
    
    $
    38,198
    
    
    $
    35,753
  2008
    
    
    2007Current deferred tax assets:Receivables, principally due to allowance for doubtful accounts
    
    $
    6,124
    
    
    $
    4,832Tax credits
    
    
    
    
    
    
    8,459Accrued liabilities not deducted for tax purposes
    
    
    2,401
    
    
    
    2,801Net operating loss carry forward
    
    
    
    
    
    
    1,212Other
    
    
    423
    
    
    
    312Net current deferred tax asset
    
    $
    8,948
    
    
    $
    17,616Non-current deferred tax liabilities:Plant and equipment, principally due to differences in depreciation
    
    $
    (33,135
    )
    
    $
    (5,707
    )Intangibles, due to differences in amortizable lives
    
    
    (250,574
    )
    
    
    (247,907
    )Undistributed earnings of foreign subsidiary
    
    
    (2,112
    )
    
    
    (1,290
    )Investment in partnership
    
    
    (126
    )
    
    
    (620
    )Other, net
    
    
    (186
    )
    
    
    (105
    )$
    (286,133
    )
    
    $
    (255,629
    )Non-current deferred tax assets:Plant and equipment, due to basis differences on acquisitions and
costs capitalized for tax purposes
    
    
    21,107
    
    
    
    26,533Investment in affiliates and plant and equipment, due to gains
recognized for tax purposes and deferred for financial reporting
purposes
    
    
    933
    
    
    
    2,295Accrued liabilities not deducted for tax purposes
    
    
    10,965
    
    
    
    18,930Net operating loss carry forward
    
    
    27,712
    
    
    
    13,721Asset retirement obligation
    
    
    49,893
    
    
    
    45,485Tax credits
    
    
    13,362
    
    
    
    1,064Interest rate swap agreement
    
    
    2,403
    
    
    
    Charitable
contributions carryforward
    
    
    218
    
    
    
    Total deferred tax assets
    
    
    126,593
    
    
    
    108,028Less: valuation allowance
    
    

    (1,692
    )
    
    
    (2,341
    )Total net deferred tax assets
    
    
    124,901
    
    
    
    105,687Net non-current deferred tax liability
    
    $
    (161,232
    )
    
    $
    (149,942
    )
     74




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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 2008 QuartersMarch 31
    
    June 30
    
    September 30
    
    December 31Net revenues
    
    $
    282,776
    
    
    $
    323,819
    
    
    $
    312,516
    
    
    $
    279,308Net revenues less direct advertising expenses
    
    $
    177,989
    
    
    $
    213,714
    
    
    $
    198,839
    
    
    $
    171,321Net (loss) income
    
    $
    (1,363
    )
    
    $
    14,920
    
    
    $
    4,002
    
    
    $
    (6,522
    )
 Year 2007 QuartersMarch 31
    
    June 30
    
    September 30
    
    December 31Net revenues
    
    $
    275,185
    
    
    $
    315,225
    
    
    $
    314,253
    
    
    $
    304,892Net revenues less direct advertising expenses
    
    $
    174,402
    
    
    $
    212,456
    
    
    $
    212,132
    
    
    $
    202,168Net income
    
    $
    8,860
    
    
    $
    18,959
    
    
    $
    14,328
    
    
    $
    4,854
 75




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##### Table of Contents



SCHEDULE 2
 Lamar Media Corp.
and Subsidiaries
 Valuation and Qualifying Accounts
Years Ended December 31, 2008, 2007 and 2006
(In thousands)
 Balance at
    
    Charged to
    
    
    
    
    
    BalanceBeginning of
    
    Costs and
    
    
    
    
    
    at endPeriod
    
    Expenses
    
    Deductions
    
    of PeriodYear 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
    
    
    
    
    
    
    $
    1,281,690Year Ended December 31, 2006Deducted in balance sheet from trade accounts receivable:Allowance for doubtful accounts
    
    $
    6,000
    
    
    
    6,287
    
    
    
    5,887
    
    
    $
    6,400Deducted in balance sheet from intangible assets:Amortization of intangible assets
    
    $
    1,050,378
    
    
    
    122,063
    
    
    
    
    
    
    $
    1,172,441
 76




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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
  77




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##### Table of Contents



ITEM 9B. OTHER INFORMATION
 Lamar Advertising Company
  Lamar Media Corp.
  
 PART III
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
   
 ITEM 11. EXECUTIVE COMPENSATION
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  
 PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 FINANCIAL STATEMENTS
  78




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##### Table of Contents



FINANCIAL STATEMENT SCHEDULES
  EXHIBITS
   79




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##### Table of Contents



SIGNATURES
  LAMAR ADVERTISING COMPANYFebruary 26, 2009
    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)
    
    2/26/09/s/ Keith A. Istre

Keith A. Istre
    
    Chief Financial Officer (Principal Financialand
Accounting Officer)
    
    2/26/09/s/ Wendell S. Reilly

Wendell S. Reilly
    
    Director
    
    2/26/09/s/ Stephen P. Mumblow

Stephen P. Mumblow
    
    Director
    
    2/26/09/s/ John Maxwell Hamilton

John Maxwell Hamilton
    
    Director
    
    2/26/09/s/ Thomas Reifenheiser

Thomas Reifenheiser
    
    Director
    
    2/26/09/s/ Anna Reilly

Anna Reilly
    
    Director
    
    2/26/09/s/ Edward H. McDermott

Edward H. McDermott
    
    Director
    
    2/26/09/s/ John E. Koerner, III

John E. Koerner, III
    
    Director
    
    2/26/09
 80




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##### Table of Contents



SIGNATURES
  LAMAR MEDIA CORP.February 26, 2009
    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)
    
    2/26/09/s/ Sean E. Reilly

Sean E. Reilly
    
    Chief Operating Officer,Vice
President and Director
    
    2/26/09/s/ Keith A. Istre
    
    Chief Financial and Accounting Officer and
Director
    
    2/26/09Keith A. Istre
    
    (Principal Financial and Accounting Officer)/s/ T. Everett Stewart, Jr.

T. Everett Stewart, Jr.
    
    Director
    
    2/26/09
 81




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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 between 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.
 82




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##### Table of Contents



EXHIBITNUMBER
    
    DESCRIPTION
    
    METHOD OF FILING4(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.4(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 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 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)
    
    Release of Guaranty under the
Indenture dated as of December 23,
2002 among Lamar Media, certain of
its subsidiaries named therein, 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 fiscal year
ended December 31,
2005 (File No.
1-12407) filed on
March 15, 2006, and
incorporated herein
by reference.4(c)(1)
    
    Indenture dated as of June 16, 2003
between Lamar Media and Wachovia Bank
of Delaware, National Association, as
Trustee.
    
    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.
 83




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##### Table of Contents



EXHIBITNUMBER
    
    DESCRIPTION
    
    METHOD OF FILING4(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 Lamar
Advertising Company and The Bank of
New York Trust Company, N.A 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.4(c)(5)
    
    Form of 2 7/8% Convertible Note due
2010.
    
    Previously filed as
an exhibit to the
Second Supplemental
Indenture, dated as
of July 3, 2007
between Lamar
Advertising 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
between 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
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 Corp.,
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.
 84




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##### Table of Contents



EXHIBITNUMBER
    
    DESCRIPTION
    
    METHOD OF FILING4(d)(4)
    
    Release of Guaranty under the
Indenture dated as of August 16, 2005
between 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 fiscal year
ended December 31,
2005 (File No.
1-12407) filed on
March 15, 2006, and
incorporated herein
by reference.4(e)(1)
    
    Indenture, dated as of August 17,
2006, between 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(f)(1)
    
    Indenture, dated as of October 11,
2007, between 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.10(a)(1)*
    
    Lamar 1996 Equity Incentive Plan, as
amended, as adopted by the Board of
Directors on February 23, 2006.
    
    Previously filed as
Exhibit 10.1 to the
Companys Current
Report on Form 8-K
(File No. 0-30242)
filed on February
28, 2006, 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 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 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.
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##### Table of Contents



EXHIBITNUMBER
    
    DESCRIPTION
    
    METHOD OF FILING10(b)*
    
    2000 Employee Stock Purchase Plan.
    
    Previously filed as
Exhibit 10(b) to the
Companys Annual
Report on Form 10-K
for the year ended
December 31, 2006
(File No. 0-30242)
filed on March 1,
2007, and
incorporated herein
by reference.10(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 20, 2008.
    
    Previously filed on
the Companys
Current Report on
Form 8-K (File No.
0-30242) filed on
March 26, 2008 and
incorporated herein
by reference.10(f)(1)
    
    Credit Agreement dated as of March 7,
2003 between Lamar Media and the
Subsidiary Guarantors party thereto,
the Lenders party thereto, and
JPMorgan Chase Bank, 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 between
Lamar Media, the Subsidiary
Guarantors a party thereto and
JPMorgan Chase Bank, 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 Credit Agreement dated as
of March 7, 2003 between Lamar Media
and the Subsidiary Guarantors party
thereto, the Lenders party thereto,
and JPMorgan Chase Bank, 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 Credit Agreement dated as
of March 7, 2003 between Lamar Media
and Lamar Canadian Outdoor Company,
the Lenders party thereto and
JPMorgan Chase Bank, as
Administrative Agent.
    
    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.
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##### Table of Contents



EXHIBITNUMBER
    
    DESCRIPTION
    
    METHOD OF FILING10(f)(5)
    
    Joinder Agreement to 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, dated as
of January 19, 2005.
    
    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 between
Lamar Media, the Subsidiary
Guarantors 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 October 6,
2006, and
incorporated herein
by reference.10(g)(3)
    
    Amendment No. 2 dated as of December
11, 2006 to the Credit Agreement
dated as of September 30, 2005
between Lamar Media Corp., the
Subsidiary Borrower named therein,
the Subsidiary Guarantors named
therein 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 between Lamar
Media, the Subsidiary Borrower named
therein, the Subsidiary Guarantors
named therein 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)
    
    Joinder Agreement to Credit Agreement
dated as of September 30, 2005 among
Lamar Media, the Subsidiary
Guarantors party thereto, the Lenders
parties thereto, and JPMorgan Chase
Bank, as Administrative Agent, by
Daum Advertising Company, Inc., dated
as of July 21, 2006.
    
    Previously filed as
Exhibit 10.18 to
Lamar Medias Form
S-4 (File No.
333-138142) filed on
October 23, 2006,
and incorporated
herein by reference.10(h)
    
    Tranche C Term Loan Agreement dated
as of February 6, 2004 between Lamar
Media, the Subsidiary Guarantors a
party thereto, the Tranche C Loan
Lenders a party thereto and JPMorgan
Chase Bank, 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.
 87




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##### Table of Contents



EXHIBITNUMBER
    
    DESCRIPTION
    
    METHOD OF FILING10(i)
    
    Tranche D Term Loan Agreement dated
August 12, 2004 among Lamar Media,
the Subsidiary Guarantors thereunder,
the Lenders party thereto and JP
Morgan Chase Bank, 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 between
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 of the
Companys 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 between
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.10(l)
    
    Series C Incremental Loan Agreement
dated as of December 21, 2006 between
Lamar Media Corp., Lamar Transit
Advertising Canada Ltd., the
Subsidiary Guarantors named therein,
the Series C Incremental Lenders and
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 between
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 between
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.
 88




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##### Table of Contents



EXHIBITNUMBER
    
    DESCRIPTION
    
    METHOD OF FILING10(o)
    
    Series F Incremental Loan Agreement
dated as of March 28, 2007 between
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.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 period 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.31(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. 89