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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, 2007
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from               to
 Commission File Number 0-30242
 Lamar Advertising Company
 Commission File Number 1-12407
 Lamar Media Corp.
 (Exact names of registrants as specified in their charters)
 Delaware
    
    72-1449411Delaware
    
    72-1205791(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)5551 Corporate Blvd., Baton Rouge, LA
    
    70808(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: (225) 926-1000
SECURITIES OF LAMAR ADVERTISING COMPANY
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:   SECURITIES OF LAMAR ADVERTISING COMPANY
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
SECURITIES OF LAMAR MEDIA CORP.
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES OF LAMAR MEDIA CORP.
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
 þ o
 o þ
 o þ
 o þ
 þ o
 o
  þ o o o
  o o þ o
 o þ
    Class
    
    Outstanding at February 25, 2008Lamar Advertising Company Class A common stock, $0.001 par value per share
    
    78,367,063 sharesLamar Advertising Company Class B common stock, $0.001 par value per share
    
    15,372,865 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 22, 2008 (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
    
    
    14ITEM 2.
    
    PROPERTIES
    
    
    14ITEM 3.
    
    LEGAL PROCEEDINGS
    
    
    14ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    14PART IIITEM 5.
    
    MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
    
    
    15ITEM 6.
    
    SELECTED FINANCIAL DATA
    
    
    16ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
    
    
    17ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    30ITEM 8.
    
    FINANCIAL STATEMENTS (following on next page)
    
    
    30ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
    
    
    74ITEM 9A.
    
    CONTROLS AND PROCEDURES
    
    
    74ITEM 9B.
    
    OTHER INFORMATION
    
    
    75PART IIIITEM 10.
    
    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
    
    
    75ITEM 11.
    
    EXECUTIVE COMPENSATION
    
    
    75ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
    
    
    75ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    
    
    75ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    75PART IVITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    75SIGNATURES
    
    
    76INDEX TO EXHIBITS 10-K
    
    
    78Statement Regarding Computation of Per Share Earnings for the CompanyStatement Regarding Computation of Earnings to Fixed Charges for the CompanyStatement Regarding Computation of Earnings to Fixed Charges for Lamar MediaSubsidiariesConsent of KPMG LLPCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification Pursuant to Section 906
  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.
  §
    
    national and local economic conditions that may affect the markets in which the Company
operates;§
    
    the levels of expenditures on advertising in general and outdoor advertising in
particular;§
    
    increased competition within the outdoor advertising industry;§
    
    the regulation of the outdoor advertising industry;§
    
    the Companys need for, and ability to obtain, additional funding for acquisitions and
operations;§
    
    risks and uncertainties relating to the Companys significant indebtedness;§
    
    the Companys ability to renew expiring contracts at favorable rates;§
    
    the integration of businesses that the Company acquires and its ability to recognize cost
savings and operating efficiencies as a result of these acquisitions;§
    
    the Companys ability to successfully implement its digital deployment strategy; and§
    
    changes in accounting principles, policies or guidelines.
  INDUSTRY AND MARKET DATA
  3




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




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Operating Strategies
  Continuing to provide high quality local sales and service.
 Continuing a centralized control and decentralized management structure.
 Continuing to focus on internal growth.
  Continuing to pursue strategic acquisitions.
 Continuing to pursue other outdoor advertising opportunities.
 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 RevenuesRestaurants
    
    
    10
    %Retailers
    
    
    10
    %Automotive
    
    
    9
    %Real Estate Companies
    
    
    9
    %Health Care
    
    
    7
    %Gaming
    
    
    6
    %Service
    
    
    6
    %Hotels and Motels
    
    
    5
    %Telecommunications
    
    
    5
    %Amusement  Entertainment/Sports
    
    
    5
    %72
    %
 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.
   §
    
    limit the cash flow available to fund the Companys working capital, capital expenditure
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;§
    
    inhibit the Companys ability to fund or finance an appropriate level of acquisition
activity, which has traditionally been a significant component of the Companys year-to-year
revenue growth;§
    
    place the Company at a competitive disadvantage relative to those of its competitors that
have less debt;§
    
    make it more difficult for the Company to comply with the financial covenants in its bank
credit facility, which could result in a default and an acceleration of all amounts
outstanding under the facility;§
    
    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 bank 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;§
    
    affect the Companys ability to complete its previously announced stock repurchase
program; and§
    
    increase the Companys vulnerability to general adverse economic and industry conditions.
 10




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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
  The Companys revenues are sensitive to general economic conditions and other external events
beyond the Companys control.
  §
    
    a decline in general economic conditions, which could reduce national advertising
spending disproportionately;§
    
    a decline in economic conditions in specific geographical markets, which could reduce
local advertising spending in those particular markets disproportionately;§
    
    a widespread reallocation of advertising expenditures to other available media by
significant users of the Companys displays;§
    
    a decline in the amount spent on advertising in general or outdoor advertising in
particular; and§
    
    increased regulation of the subject matter, location or operation of outdoor advertising
displays and taxation on outdoor advertising.
 The Companys continued growth through acquisitions may become more difficult, which could
adversely affect the Companys future financial performance.
  11




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§
    
    the pool of suitable acquisition candidates is dwindling, and the Company may have a more
difficult time negotiating acquisitions on favorable terms;§
    
    the Company may face increased competition for acquisition candidates from other outdoor
advertising companies, some of which have greater financial resources than the Company,
which may result in higher prices for those businesses and assets;§
    
    the Company may not have access to the capital needed to finance potential acquisitions
and may be unable to obtain any required consents from its current lenders to obtain
alternate financing;§
    
    the Company may be unable to integrate acquired businesses and assets effectively with
its existing operations and systems as a result of unforeseen difficulties that could divert
significant time, attention and effort from management that could otherwise be directed at
developing existing business;§
    
    the Company may be unable to retain key personnel of acquired businesses;§
    
    the Company may not realize the benefits and cost savings anticipated in its
acquisitions; and§
    
    as the industry consolidates further, larger mergers and acquisitions may face
substantial scrutiny under antitrust laws.
  The Company faces competition from larger and more diversified outdoor advertisers and other forms
of advertising that could hurt its performance.
   The Company currently has two primary suppliers of the LED digital displays for its digital
billboards. If they cannot meet the Companys requirements for these displays in the future, it
could adversely affect the Companys digital deployment.
  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.
  
    
    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.
 13




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If the Companys contingency plans relating to hurricanes fail, the resulting losses could hurt
the Companys business.
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
   
 ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  14




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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, 2006:First Quarter
    
    $
    54.20
    
    
    $
    44.99Second Quarter
    
    
    59.83
    
    
    
    49.90Third Quarter
    
    
    54.91
    
    
    
    46.91Fourth Quarter
    
    
    66.42
    
    
    
    51.46Year ended December 31, 2007First Quarter
    
    $
    71.54
    
    
    $
    60.85Second Quarter
    
    
    66.69
    
    
    
    59.25Third Quarter
    
    
    53.83
    
    
    
    47.35Fourth Quarter
    
    
    56.52
    
    
    
    46.67
   Issuer Purchases of Equity Securities
   (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, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    263,774,566November 1 through November 30, 2007
    
    
    934,906
    
    
    $
    49.84
    
    
    
    934,906
    
    
    $
    217,183,025December 1 through December 31, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    217,183,025
 15




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ITEM 6. SELECTED FINANCIAL DATA
 Lamar Advertising Company
  2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003(Dollars in Thousands)Statement of Operations Data:Net revenues
    
    $
    1,209,555
    
    
    $
    1,120,091
    
    
    $
    1,021,656
    
    
    $
    883,510
    
    
    $
    810,139Operating expenses:Direct advertising expenses
    
    
    408,397
    
    
    
    390,561
    
    
    
    353,139
    
    
    
    302,157
    
    
    
    292,017General and administrative expenses
    
    
    270,390
    
    
    
    248,937
    
    
    
    212,727
    
    
    
    188,320
    
    
    
    171,520Depreciation and amortization
    
    
    306,879
    
    
    
    301,685
    
    
    
    290,089
    
    
    
    294,056
    
    
    
    284,947Gain on disposition of assets
    
    
    (3,914
    )
    
    
    (10,862
    )
    
    
    (1,119
    )
    
    
    (1,067
    )
    
    
    (1,946
    )Total operating expenses
    
    
    981,752
    
    
    
    930,321
    
    
    
    854,836
    
    
    
    783,466
    
    
    
    746,538Operating income
    
    
    227,803
    
    
    
    189,770
    
    
    
    166,820
    
    
    
    100,044
    
    
    
    63,601Other expense (income):Loss on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    3,982
    
    
    
    
    
    
    
    33,644Gain on disposition of investment
    
    
    (15,448
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interest income
    
    
    (2,598
    )
    
    
    (1,311
    )
    
    
    (1,511
    )
    
    
    (495
    )
    
    
    (502
    )Interest expense
    
    
    162,447
    
    
    
    112,955
    
    
    
    90,671
    
    
    
    76,079
    
    
    
    93,787Total other expense
    
    
    144,401
    
    
    
    111,644
    
    
    
    93,142
    
    
    
    75,584
    
    
    
    126,929Income (loss) before income taxes and cumulative effect
of a change in accounting principle
    
    
    83,402
    
    
    
    78,126
    
    
    
    73,678
    
    
    
    24,460
    
    
    
    (63,328
    )Income tax expense (benefit)
    
    
    37,185
    
    
    
    34,227
    
    
    
    31,899
    
    
    
    11,305
    
    
    
    (23,573
    )Income (loss) before cumulative effect of a change in
change in accounting principle
    
    
    46,217
    
    
    
    43,899
    
    
    
    41,779
    
    
    
    13,155
    
    
    
    (39,755
    )Cumulative effect of a change in accounting principle,
net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,240Net income (loss)
    
    
    46,217
    
    
    
    43,899
    
    
    
    41,779
    
    
    
    13,155
    
    
    
    (79,995
    )Preferred stock dividends
    
    
    365
    
    
    
    365
    
    
    
    365
    
    
    
    365
    
    
    
    365Net income (loss) applicable to common stock
    
    $
    45,852
    
    
    $
    43,534
    
    
    $
    41,414
    
    
    $
    12,790
    
    
    $
    (80,360
    )Income (loss) per common share  basic and diluted:Income (loss) before cumulative effect of a change in
accounting principle
    
    $
    0.47
    
    
    $
    0.42
    
    
    $
    0.39
    
    
    $
    0.12
    
    
    $
    (0.39
    )Cumulative effect of a change in accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.39
    )Net income (loss)
    
    $
    0.47
    
    
    $
    0.42
    
    
    $
    0.39
    
    
    $
    0.12
    
    
    $
    (0.78
    )Cash
dividends declared per common share
    
    $
    3.25
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Statement of Cash Flow Data:Cash flows provided by operating activities(1)
    
    $
    354,469
    
    
    $
    364,517
    
    
    $
    347,257
    
    
    $
    323,164
    
    
    $
    260,075Cash flows used in investing activities(1)
    
    $
    341,081
    
    
    $
    438,896
    
    
    $
    267,970
    
    
    $
    263,747
    
    
    $
    210,041Cash flows provided by (used in) financing activities(1)
    
    $
    39,277
    
    
    $
    66,973
    
    
    $
    (104,069
    )
    
    $
    (23,013
    )
    
    $
    (57,847
    )Balance Sheet Data(1)(2)Cash and cash equivalents
    
    $
    76,048
    
    
    $
    11,796
    
    
    $
    19,419
    
    
    $
    44,201
    
    
    $
    7,797Working capital
    
    
    155,229
    
    
    
    119,791
    
    
    
    93,816
    
    
    
    34,476
    
    
    
    69,902Total assets
    
    
    4,069,421
    
    
    
    3,924,228
    
    
    
    3,741,234
    
    
    
    3,692,282
    
    
    
    3,669,514Total debt (including current maturities)
    
    
    2,725,770
    
    
    
    1,990,468
    
    
    
    1,576,326
    
    
    
    1,659,934
    
    
    
    1,704,863Total long-term obligations
    
    
    2,993,118
    
    
    
    2,274,716
    
    
    
    1,826,138
    
    
    
    1,805,021
    
    
    
    1,905,497Stockholders equity
    
    
    931,007
    
    
    
    1,538,533
    
    
    
    1,817,482
    
    
    
    1,736,347
    
    
    
    1,689,661
 
 (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. 16




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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
    2007
    
    
    2006
    
    
    2005In thousandsBillboard  Traditional
    
    $
    68,664
    
    
    $
    75,501
    
    
    $
    85,886Billboard  Digital
    
    
    92,093
    
    
    
    81,270
    
    
    
    2,607Logos
    
    
    10,190
    
    
    
    8,978
    
    
    
    7,249Transit
    
    
    2,047
    
    
    
    1,119
    
    
    
    1,057Land and buildings
    
    
    31,463
    
    
    
    34,384
    
    
    
    13,966PP&E
    
    
    16,077
    
    
    
    22,098
    
    
    
    10,352Total capital expenditures
    
    $
    220,534
    
    
    $
    223,350
    
    
    $
    121,117
  17




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RESULTS OF OPERATIONS
  Year Ended December 31,2007
    
    2006
    
    2005Net revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Operating expenses:Direct advertising expenses
    
    
    33.8
    
    
    
    34.9
    
    
    
    34.6General and administrative expenses
    
    
    17.4
    
    
    
    17.7
    
    
    
    17.2Corporate expenses
    
    
    4.9
    
    
    
    4.5
    
    
    
    3.6Depreciation and amortization
    
    
    25.4
    
    
    
    26.9
    
    
    
    28.4Operating income
    
    
    18.8
    
    
    
    16.9
    
    
    
    16.3Interest expense
    
    
    13.4
    
    
    
    10.1
    
    
    
    8.9Net income
    
    
    3.8
    
    
    
    3.9
    
    
    
    4.1
 Year ended December 31, 2007 compared to Year ended December 31, 2006
           18




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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
 Year ended December 31, 2006 compared to Year ended December 31, 2005
        19




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Reconciliations:
    Comparison of 2006 Net Revenue to 2005 Acquisition-Adjusted Net Revenue
 Year Ended December 31,2006
    
    
    2005(In thousands)Reported net revenue
    
    $
    1,120,091
    
    
    $
    1,021,656Acquisition net revenue
    
    
    
    
    
    
    18,490Adjusted totals
    
    $
    1,120,091
    
    
    $
    1,040,146
 LIQUIDITY AND CAPITAL RESOURCES
 Overview
  Sources of Cash
 Total Liquidity at December 31, 2007.
 Cash Generated by Operations.
 20




---



##### Table of Contents



Credit Facilities.
     Proceeds from the Sale of Debt and Equity Securities.
     21




---



##### Table of Contents



Factors Affecting Sources of Liquidity
 Internally Generated Funds.
 Restrictions Under Credit Facilities and Other 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.
   
    
    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 5.75 to 1.
 
    
    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.
 22




---



##### Table of Contents



Acquisitions.
 Stock Repurchase Program.
  Special Cash Dividend.
 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
    
    $
    2,725.8
    
    
    $
    31.7
    
    
    $
    464.1
    
    
    $
    620.3
    
    
    $
    1,609.7Interest obligations on long term debt(1)
    
    
    915.3
    
    
    
    145.4
    
    
    
    292.0
    
    
    
    264.2
    
    
    
    213.7Billboard site and other operating leases
    
    
    1,196.2
    
    
    
    145.9
    
    
    
    241.1
    
    
    
    185.4
    
    
    
    623.8Total payments due
    
    $
    4,837.3
    
    
    $
    323.0
    
    
    $
    997.2
    
    
    $
    1,069.9
    
    
    $
    2,447.2
 
 (1)
    
    Interest rates on our variable rate instruments are assuming rates at
the December 2007 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)
    
    $
    15.0
    
    
    $
    4.0
    
    
    $
    11.0
    
    
    $
    
    
    
    $
    
 
 (2)
    
    Lamar Media had $0 outstanding at December 31, 2007.(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. 23




---



##### Table of Contents



Cash Flows
    CRITICAL ACCOUNTING ESTIMATES
  Long-Lived Asset Recovery.
 Intangible Assets.
 Goodwill Impairment.
 24




---



##### Table of Contents



Deferred Taxes.
 Asset Retirement Obligations. Accounting for
Asset Retirement Obligations,
  Stock-based Compensation.
 Allowance for Doubtful Accounts.
 NEW ACCOUNTING PRONOUNCEMENTS
  25




---



##### Table of Contents



Fair Value
Measurements
 26




---



##### Table of Contents



Lamar Media Corp.
  RESULTS OF OPERATIONS
  Year Ended December 31,2007
    
    2006
    
    2005Net revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Operating expenses:Direct advertising expenses
    
    
    33.8
    
    
    
    34.9
    
    
    
    34.6General and administrative expenses
    
    
    17.4
    
    
    
    17.7
    
    
    
    17.2Corporate expenses
    
    
    4.9
    
    
    
    4.4
    
    
    
    3.5Depreciation and amortization
    
    
    25.4
    
    
    
    26.9
    
    
    
    28.4Operating income
    
    
    18.9
    
    
    
    17.0
    
    
    
    16.4Interest expense
    
    
    13.3
    
    
    
    9.9
    
    
    
    8.0Net income
    
    
    3.9
    
    
    
    4.0
    
    
    
    4.6
 Year ended December 31, 2007 compared to Year ended December 31, 2006
          27




---



##### 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
 Year ended December 31, 2006 compared to Year ended December 31, 2005
        28




---



##### Table of Contents



Reconciliations:
    Comparison of 2006 Net Revenue to 2005 Acquisition-Adjusted Net Revenue
 Year Ended December 31,2006
    
    
    2005(In thousands)Reported net revenue
    
    $
    1,120,091
    
    
    $
    1,021,656Acquisition net revenue
    
    
    
    
    
    
    18,490Adjusted totals
    
    $
    1,120,091
    
    
    $
    1,040,146
 29




---



##### 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)
 30




---



##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
 Managements Report on Internal Control over Financial Reporting
    
    
    32Report of Independent Registered Public Accounting Firm  Internal Control over Financial Reporting
    
    
    33Report of Independent Registered Public Accounting Firm  Consolidated Financial Statements
    
    
    34Consolidated Balance Sheets as of December 31, 2007 and 2006
    
    
    35Consolidated Statements of Operations for the years ended December 31, 2007, 2006 and 2005
    
    
    36Consolidated Statements of Stockholders Equity and Comprehensive Income for the years ended
December 31, 2007, 2006 and 2005
    
    
    37Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005
    
    
    38Notes to Consolidated Financial Statements
    
    
    39-58Schedule 2  Valuation and Qualifying Accounts for the years ended December 31, 2007, 2006 and 2005
    
    
    59
 31




---



##### Table of Contents



Managements Report on Internal Control Over Financial Reporting
   32




---



##### Table of Contents



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




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
    Share-Based Payment.
 Internal Control  Integrated
Framework .
 /s/  KPMG LLPKPMG LLP 
 34




---



##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
 
 Consolidated Balance Sheets
December 31, 2007 and 2006
(In thousands, except share and per share data)
 2007
    
    
    2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    76,048
    
    
    $
    11,796Receivables, net of allowance for doubtful accounts of $6,740 and $6,400 in 2007 and 2006
    
    
    134,959
    
    
    
    127,552Prepaid expenses
    
    
    40,657
    
    
    
    38,215Deferred income tax assets (note 11)
    
    
    19,857
    
    
    
    34,224Other current assets
    
    
    29,004
    
    
    
    18,983Total current assets
    
    
    300,525
    
    
    
    230,770Property, plant and equipment (note 4)
    
    
    2,686,116
    
    
    
    2,432,977Less accumulated depreciation and amortization
    
    
    (1,169,152
    )
    
    
    (1,027,029
    )Net property, plant and equipment
    
    
    1,516,964
    
    
    
    1,405,948Goodwill (note 5)
    
    
    1,376,240
    
    
    
    1,357,706Intangible assets, net (note 5)
    
    
    802,953
    
    
    
    860,850Deferred financing costs net of accumulated amortization of $31,731 and $27,143 at 2007
and 2006, respectively
    
    
    29,164
    
    
    
    25,990Other assets
    
    
    43,575
    
    
    
    42,964Total assets
    
    $
    4,069,421
    
    
    $
    3,924,228LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Trade accounts payable
    
    $
    19,569
    
    
    $
    14,567Current maturities of long-term debt (note 8)
    
    
    31,742
    
    
    
    8,648Accrued expenses (note 7)
    
    
    75,670
    
    
    
    69,940Deferred income
    
    
    18,315
    
    
    
    17,824Total current liabilities
    
    
    145,296
    
    
    
    110,979Long-term debt (note 8)
    
    
    2,694,028
    
    
    
    1,981,820Deferred income tax liabilities (note 11)
    
    
    136,118
    
    
    
    140,019Asset retirement obligation (note 9)
    
    
    150,046
    
    
    
    141,503Other liabilities
    
    
    12,926
    
    
    
    11,374Total liabilities
    
    
    3,138,414
    
    
    
    2,385,695Stockholders 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 2007 and 2006
    
    
    
    
    
    
    Class A preferred stock, par value $638, $63.80 cumulative dividends, 10,000 shares
authorized, 0 shares issued and outstanding at 2007 and 2006
    
    
    
    
    
    
    Class A common stock, par value $.001, 175,000,000 shares authorized, 92,525,349 and
91,796,429 shares issued and 78,216,053 and 84,335,679 outstanding at 2007 and 2006, respectively
    
    
    93
    
    
    
    92Class B common stock, par value $.001, 37,500,000 shares authorized 15,372,865 shares
and 15,397,865 shares are issued and outstanding at 2007 and 2006, respectively
    
    
    15
    
    
    
    15Additional paid-in-capital
    
    
    2,299,110
    
    
    
    2,250,716Accumulated comprehensive income
    
    
    9,286
    
    
    
    2,253Accumulated deficit
    
    
    (587,523
    )
    
    
    (315,072
    )Cost of shares held in treasury, 14,309,296 shares and 7,460,750 shares in 2007 and
2006, respectively
    
    
    (789,974
    )
    
    
    (399,471
    )Stockholders equity
    
    
    931,007
    
    
    
    1,538,533Total liabilities and stockholders equity
    
    $
    4,069,421
    
    
    $
    3,924,228
  35




---



##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
 
 Consolidated Statements of Operations
Years Ended December 31, 2007, 2006 and 2005
(In thousands, except share and per share data)
 2007
    
    
    2006
    
    
    2005Net revenues
    
    $
    1,209,555
    
    
    $
    1,120,091
    
    
    $
    1,021,656Operating expenses (income):Direct advertising expenses (exclusive of depreciation and amortization)
    
    
    408,397
    
    
    
    390,561
    
    
    
    353,139General and administrative expenses (exclusive of depreciation and
amortization)
    
    
    210,793
    
    
    
    198,187
    
    
    
    176,099Corporate expenses (exclusive of depreciation and amortization)
    
    
    59,597
    
    
    
    50,750
    
    
    
    36,628Depreciation and amortization (Note 10)
    
    
    306,879
    
    
    
    301,685
    
    
    
    290,089Gain on disposition of assets
    
    
    (3,914
    )
    
    
    (10,862
    )
    
    
    (1,119
    )981,752
    
    
    
    930,321
    
    
    
    854,836Operating income
    
    
    227,803
    
    
    
    189,770
    
    
    
    166,820Other expense (income):Gain on disposition of investment
    
    
    (15,448
    )
    
    
    
    
    
    
    Loss on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    3,982Interest income
    
    
    (2,598
    )
    
    
    (1,311
    )
    
    
    (1,511
    )Interest expense
    
    
    162,447
    
    
    
    112,955
    
    
    
    90,671144,401
    
    
    
    111,644
    
    
    
    93,142Income before income tax expense
    
    
    83,402
    
    
    
    78,126
    
    
    
    73,678Income tax expense (note 11)
    
    
    37,185
    
    
    
    34,227
    
    
    
    31,899Net income
    
    
    46,217
    
    
    
    43,899
    
    
    
    41,779Preferred stock dividends
    
    
    365
    
    
    
    365
    
    
    
    365Net income applicable to common stock
    
    $
    45,852
    
    
    $
    43,534
    
    
    $
    41,414Earnings per share:Basic earnings per share
    
    $
    0.47
    
    
    $
    0.42
    
    
    $
    0.39Diluted earnings per share
    
    $
    0.47
    
    
    $
    0.42
    
    
    $
    0.39Cash dividends declared per share of common stock
    
    $
    3.25
    
    
    $
    
    
    
    $
    Weighted average common shares outstanding
    
    
    96,779,009
    
    
    
    102,720,744
    
    
    
    105,605,873Incremental common shares from dilutive stock options
    
    
    774,898
    
    
    
    774,778
    
    
    
    483,884Incremental common shares from convertible debt
    
    
    
    
    
    
    
    
    
    
    Weighted average common shares assuming dilution
    
    
    97,553,907
    
    
    
    103,495,522
    
    
    
    106,089,757
  36




---



##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
 
 Consolidated Statements of Stockholders Equity and Comprehensive Income
 Years Ended December 31, 2007, 2006 and 2005
 (In thousands, except per share data)
 Series AA
    
    
    Class A
    
    
    Class A
    
    
    Class B
    
    
    
    
    
    
    Addl
    
    
    AccumulatedPREF
    
    
    PREF
    
    
    CMN
    
    
    CMN
    
    
    Treasury
    
    
    Paid in
    
    
    Comprehensive
    
    
    AccumulatedStock
    
    
    Stock
    
    
    Stock
    
    
    Stock
    
    
    Stock
    
    
    Capital
    
    
    Income
    
    
    Deficit
    
    
    TotalBalance, December 31, 2004
    
    $
    
    
    
    
    
    
    
    
    89
    
    
    
    16
    
    
    
    
    
    
    
    2,131,449
    
    
    
    
    
    
    
    (395,207
    )
    
    
    1,736,347Issuance of 1,026,413 shares of
common stock in acquisitions
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    43,313
    
    
    
    
    
    
    
    
    
    
    
    43,314Exercise of 552,781 shares of
stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,151
    
    
    
    
    
    
    
    
    
    
    
    19,151Issuance of 78,194 shares of
common stock through employee
purchase plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,778
    
    
    
    
    
    
    
    
    
    
    
    2,778Purchase of 544,770 shares of
treasury stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25,522
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25,522
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,779
    
    
    
    41,779Dividends ($63.80 per preferred
share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (365
    )
    
    
    (365
    )Balance, 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
    )
    
    
    931,007
  37




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
 
 Consolidated Statements of Cash Flows
Years Ended December 31, 2007, 2006 and 2005
(In thousands)
 2007
    
    
    2006
    
    
    2005Cash flows from operating activities:Net income
    
    $
    46,217
    
    
    $
    43,899
    
    
    $
    41,779Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    306,879
    
    
    
    301,685
    
    
    
    287,212Non-cash compensation
    
    
    27,488
    
    
    
    17,906
    
    
    
    Amortization included in interest expense
    
    
    4,587
    
    
    
    4,793
    
    
    
    5,335Gain on disposition of assets
    
    
    (19,362
    )
    
    
    (10,862
    )
    
    
    (1,119
    )Loss on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    3,982Deferred income tax expenses
    
    
    6,131
    
    
    
    6,364
    
    
    
    23,852Provision for doubtful accounts
    
    
    7,166
    
    
    
    6,287
    
    
    
    6,674Changes in operating assets and liabilities:(Increase) decrease in:Receivables
    
    
    (10,859
    )
    
    
    (17,583
    )
    
    
    (24,915
    )Prepaid expenses
    
    
    (4,159
    )
    
    
    (4,780
    )
    
    
    (448
    )Other assets
    
    
    (14,133
    )
    
    
    2,145
    
    
    
    (7,408
    )Increase (decrease) in:Trade accounts payable
    
    
    5,367
    
    
    
    837
    
    
    
    3,318Accrued expenses
    
    
    (243
    )
    
    
    11,004
    
    
    
    10,155Other liabilities
    
    
    (610
    )
    
    
    2,822
    
    
    
    (1,160
    )Cash flows provided by operating activities
    
    
    354,469
    
    
    
    364,517
    
    
    
    347,257Cash flows from investing activities:Capital expenditures
    
    
    (220,534
    )
    
    
    (223,350
    )
    
    
    (121,117
    )Acquisitions
    
    
    (153,593
    )
    
    
    (227,649
    )
    
    
    (145,228
    )Decrease (increase) in notes receivable
    
    
    9,420
    
    
    
    (1,331
    )
    
    
    (7,175
    )Proceeds from disposition of assets
    
    
    23,626
    
    
    
    13,434
    
    
    
    5,550Cash flows used in investing activities
    
    
    (341,081
    )
    
    
    (438,896
    )
    
    
    (267,970
    )Cash flows from financing activities:Net proceeds from issuance of common stock
    
    
    14,208
    
    
    
    35,236
    
    
    
    18,672Tax deduction from options exercised
    
    
    6,698
    
    
    
    
    
    
    
    Cash used for purchase of treasury shares
    
    
    (390,503
    )
    
    
    (373,949
    )
    
    
    (25,522
    )Principle payments on long-term debt
    
    
    (107,585
    )
    
    
    (2,303
    )
    
    
    (485,539
    )Debt issuance costs
    
    
    (7,760
    )
    
    
    (4,328
    )
    
    
    (5,315
    )Net proceeds from note offerings and new notes payable
    
    
    842,887
    
    
    
    412,682
    
    
    
    394,000Dividends
    
    
    (318,668
    )
    
    
    (365
    )
    
    
    (365
    )Cash flows provided by (used in) financing activities
    
    
    39,277
    
    
    
    66,973
    
    
    
    (104,069
    )Effect of exchange rate changes in cash and cash equivalents
    
    
    11,587
    
    
    
    (217
    )
    
    
    Net increase (decrease) in cash and cash equivalents
    
    
    64,252
    
    
    
    (7,623
    )
    
    
    (24,782
    )Cash and cash equivalents at beginning of period
    
    
    11,796
    
    
    
    19,419
    
    
    
    44,201Cash and cash equivalents at end of period
    
    $
    76,048
    
    
    $
    11,796
    
    
    $
    19,419Supplemental disclosures of cash flow information:Cash paid for interest
    
    $
    157,549
    
    
    $
    97,711
    
    
    $
    78,097Cash paid for state and federal income taxes
    
    $
    34,249
    
    
    $
    28,471
    
    
    $
    3,365Common stock issuance related to acquisitions
    
    $
    
    
    
    $
    
    
    
    $
    43,314
  38




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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
  39




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
 Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
 (f)  Deferred Income
  (g)  Revenue Recognition
   2007
    
    2006
    
    2005Net revenues
    
    $
    5,369
    
    
    $
    5,461
    
    
    $
    5,766Direct advertising expenses
    
    $
    2,820
    
    
    $
    2,802
    
    
    $
    2,972General and administrative expenses
    
    $
    2,546
    
    
    $
    2,645
    
    
    $
    2,521
 (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.
 40




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
 Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
   Year Ended
    
    
    Year EndedDecember 31, 2007
    
    
    December 31, 2006Stock-based compensation expense:Issuances under employee stock purchase plan
    
    $
    785
    
    
    $
    728Employee stock options
    
    
    6,328
    
    
    
    6,833Performance-based stock awards
    
    
    13,218
    
    
    
    10,345Stock awards
to directors
    
    
    197
    
    
    
    Issuance to option holders as a special award
    
    
    6,960
    
    
    
    Income tax benefit
    
    
    (8,183
    )
    
    
    (4,932
    )Net decrease in net income
    
    $
    19,305
    
    
    $
    12,974Decrease in earnings per common share:Basic
    
    $
    0.20
    
    
    $
    0.13Diluted
    
    $
    0.20
    
    
    $
    0.13
  Year EndedDecember 31,2005Net income applicable to common stock, as reported
    
    $
    41,414Deduct: Total stock-based employee compensation expense
determined under fair value based method for all awards,
net of related tax effects
    
    
    (5,013
    )Pro forma net income applicable to common stock
    
    $
    36,401Net income per common share  basic and dilutedNet income per share, as reported
    
    $
    0.39Net income per share, pro forma
    
    $
    0.34
 (k)  Cash and Cash Equivalents
  (l) Foreign Currency Translation
  (m)  Reclassification of Prior Year Amounts
  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)
 (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,
   42




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##### Table of Contents



(2)  Acquisitions
    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
   2007
    
    2006Net revenues
    
    $
    1,208,031
    
    
    $
    1,124,644Net income applicable to common stock
    
    $
    44,930
    
    
    $
    38,076Net income per common share  basic
    
    $
    0.46
    
    
    $
    0.37Net income per common share  diluted
    
    $
    0.46
    
    
    $
    0.37
    TotalCurrent assets
    
    $
    6,141Property, plant and equipment
    
    
    77,433Goodwill
    
    
    62,656Site locations
    
    
    66,944Non-competition agreements
    
    
    661Customer lists and contracts
    
    
    18,428Other assets
    
    
    2,200Current liabilities
    
    
    (1,479
    )Long term liabilities
    
    
    (5,335
    )$
    227,649
 43




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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)
 (3)  Noncash Financing Activities
  2007
    
    2006
    
    2005Issuance of Class A common stock in acquisitions
    
    $
    
    
    
    $
    
    
    
    $
    43,314
 (4)  Property, Plant and Equipment
  Estimated Life(Years)
    
    2007
    
    2006Land
    
    
    
    $
    242,383
    
    
    $
    178,942Building and improvements
    
    10  39
    
    
    108,314
    
    
    
    90,627Advertising structures
    
    5  15
    
    
    2,224,517
    
    
    
    2,055,236Automotive and other equipment
    
    3 - 7
    
    
    110,902
    
    
    
    108,172$
    2,686,116
    
    
    $
    2,432,977
 (5)  Goodwill and Other Intangible Assets
  Estimated
    
    
    2007
    
    
    2006Life
    
    
    Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    Accumulated(Years)
    
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationAmortizable Intangible Assets:Customer lists and contracts
    
    
    7 - 10
    
    
    $
    453,305
    
    
    $
    400,390
    
    
    $
    444,167
    
    
    $
    380,374Non-competition agreements
    
    
    3 - 15
    
    
    
    60,633
    
    
    
    56,900
    
    
    
    60,279
    
    
    
    55,466Site locations
    
    
    15
    
    
    
    1,304,323
    
    
    
    560,706
    
    
    
    1,262,525
    
    
    
    474,151Other
    
    
    5 - 15
    
    
    
    13,599
    
    
    
    10,911
    
    
    
    13,537
    
    
    
    9,667$
    1,831,860
    
    
    $
    1,028,907
    
    
    $
    1,780,508
    
    
    $
    919,658Unamortizable Intangible Assets:Goodwill
    
    
    
    
    
    $
    1,629,875
    
    
    $
    253,635
    
    
    $
    1,611,341
    
    
    $
    253,635
  Balance as of December 31, 2006
    
    $
    1,611,341Goodwill acquired during the year
    
    
    18,534Impairment losses
    
    
    Balance as of December 31, 2007
    
    $
    1,629,875
  Year ended December 31, 2008
    
    $
    103,664Year ended December 31, 2009
    
    
    100,760Year ended December 31, 2010
    
    
    97,677Year ended December 31, 2011
    
    
    95,196Year ended December 31, 2012
    
    
    91,932Thereafter
    
    
    313,724Total
    
    $
    802,953
 44




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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)
 (6)  Leases
  2008
    
    $
    145,9262009
    
    $
    127,9232010
    
    $
    113,1432011
    
    $
    98,6532012
    
    $
    86,701Thereafter
    
    $
    623,818
  (7)  Accrued Expenses
  2007
    
    
    2006Payroll
    
    $
    13,629
    
    
    $
    12,692Interest
    
    
    36,882
    
    
    
    35,845Insurance benefits
    
    
    10,818
    
    
    
    9,169Other
    
    
    14,341
    
    
    
    12,234$
    75,670
    
    
    $
    69,940
 (8)  Long-term Debt
  2007
    
    
    2006Bank Credit Agreement
    
    $
    1,181,325
    
    
    $
    707,0002 7/8% Convertible notes
    
    
    287,500
    
    
    
    287,5007 1/4% Senior subordinated notes
    
    
    387,758
    
    
    
    388,2086 5/8% Senior Subordinated notes
    
    
    400,000
    
    
    
    400,0006 5/8% Senior Subordinated Notes  Series B
    
    
    202,202
    
    
    
    200,9226 5/8% Senior Subordinated Notes  Series C
    
    
    261,181
    
    
    
    Other notes with various rates and terms
    
    
    5,804
    
    
    
    6,8382,725,770
    
    
    
    1,990,468Less current maturities
    
    
    (31,742
    )
    
    
    (8,648
    )Long-term debt, excluding current maturities
    
    $
    2,694,028
    
    
    $
    1,981,820
  2008
    
    $
    31,7422009
    
    $
    58,7142010
    
    $
    405,4042011
    
    $
    199,4472012
    
    $
    420,818Later years
    
    $
    1,609,645
  45




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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)
         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)
 Credit Facility
       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)
    TermDecember 31, 2007  March 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.
  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)
 (9) Asset Retirement Obligation
  Balance at December 31, 2004
    
    $
    132,700Additions to asset retirement obligations
    
    
    1,612Accretion expense
    
    
    7,039Liabilities settled
    
    
    (5,813
    )Balance at December 31, 2005
    
    
    135,538Additions to asset retirement obligations
    
    
    1,332Accretion expense
    
    
    8,561Liabilities settled
    
    
    (3,928
    )Balance at December 31, 2006
    
    
    141,503Additions to asset retirement obligations
    
    
    1,502Accretion expense
    
    
    9,979Liabilities settled
    
    
    (2,938
    )Balance at December 31, 2007
    
    $
    150,046
 (10) Depreciation and Amortization
  Year Ended December 31,2007
    
    
    2006
    
    
    2005Direct expenses
    
    $
    287,422
    
    
    $
    286,041
    
    
    $
    276,977General and administrative expenses
    
    
    8,212
    
    
    
    6,902
    
    
    
    6,870Corporate expenses
    
    
    11,245
    
    
    
    8,742
    
    
    
    6,242$
    306,879
    
    
    $
    301,685
    
    
    $
    290,089
 (11) Income Taxes
 Accounting for Uncertainty in Income
Taxes  an Interpretation of FASB Statement No. 109
  Balance of January 1, 2007
    
    $
    595Plus: additions based on tax positions related to the current year
    
    
    47Plus: additions for tax positions of prior years
    
    
    145Less: reductions made for tax positions of prior years
    
    
    Settlements
    
    
    Balance of December 31, 2007
    
    $
    787
 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)
       Current
    
    
    Deferred
    
    
    TotalYear 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
    
    
    $
    34,227Year ended December 31, 2005:U.S. federal
    
    $
    2,500
    
    
    $
    22,504
    
    
    $
    25,004State and local
    
    
    2,530
    
    
    
    1,221
    
    
    
    3,751Foreign
    
    
    3,017
    
    
    
    127
    
    
    
    3,144$
    8,047
    
    
    $
    23,852
    
    
    $
    31,899
  2007
    
    
    2006
    
    
    2005Computed expected tax expense
    
    $
    29,191
    
    
    $
    27,344
    
    
    $
    25,787Increase (reduction) in income taxes resulting from:Book expenses not deductible for tax purposes
    
    
    1,984
    
    
    
    4,078
    
    
    
    4,012Amortization of non-deductible goodwill
    
    
    30
    
    
    
    27
    
    
    
    26State and local income taxes, net of federal income tax benefit
    
    
    5,402
    
    
    
    2,583
    
    
    
    2,438Undistributed Earnings of Foreign Subsidiaries
    
    
    465
    
    
    
    
    
    
    
    Other differences, net
    
    
    113
    
    
    
    195
    
    
    
    (364
    )$
    37,185
    
    
    $
    34,227
    
    
    $
    31,899
 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)
  2007
    
    
    2006Current deferred tax assets:Receivables, principally due to allowance for doubtful accounts
    
    $
    4,833
    
    
    $
    4,761Accrued liabilities not deducted for tax purposes
    
    
    2,801
    
    
    
    1,508Net operating loss carry forward
    
    
    1,211
    
    
    
    10,210Tax credits
    
    
    10,700
    
    
    
    17,369Other
    
    
    312
    
    
    
    376Net current deferred tax asset
    
    $
    19,857
    
    
    $
    34,224Non-current deferred tax liabilities:Plant and equipment, principally due to differences in depreciation
    
    $
    (5,707
    )
    
    $
    (6,849
    )Intangibles, due to differences in amortizable lives
    
    
    (248,623
    )
    
    
    (243,145
    )Undistributed earnings of foreign subsidiaries
    
    
    (1,290
    )
    
    
    (159
    )Other, net
    
    
    (105
    )
    
    
    Investments in partnerships
    
    
    (620
    )
    
    
    (394
    )(256,345
    )
    
    
    (250,547
    )Non-current deferred tax assets:Plant and equipment, due to basis differences on acquisitions and costs capitalized for tax purposes
    
    
    26,533
    
    
    
    29,812Investment in affiliates and plant and equipment, due to gains recognized for tax purposes and
deferred for financial reporting purposes
    
    
    2,295
    
    
    
    2,302Accrued liabilities not deducted for tax purposes
    
    
    18,930
    
    
    
    13,754Net operating loss carry forward
    
    
    11,380
    
    
    
    15,138Asset retirement obligation
    
    
    45,485
    
    
    
    40,799Tax credits
    
    
    15,604
    
    
    
    8,688Other, net
    
    
    
    
    
    
    35Non-current deferred tax assets
    
    
    120,227
    
    
    
    110,528Net non-current deferred tax liability
    
    $
    (136,118
    )
    
    $
    (140,019
    )
   (12) Related Party Transactions
    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)
   (13) Stockholders Equity
   52




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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.
     53




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LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
 Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
   Dividend
    
    Expected
    
    Risk Free
    
    ExpectedGrant Year
    
    Yield
    
    Volatility
    
    Interest Rate
    
    Lives2007
    
    
    0
    %
    
    
    30
    %
    
    
    5
    %
    
    
    52006
    
    
    0
    %
    
    
    43
    %
    
    
    4
    %
    
    
    72005
    
    
    0
    %
    
    
    46
    %
    
    
    4
    %
    
    
    6
  Weighted
    
    WeightedAverage
    
    AverageExercise
    
    ContractualShares
    
    Price
    
    LifeOutstanding, beginning of year
    
    
    2,959,686
    
    
    $
    36.20Granted
    
    
    52,000
    
    
    
    61.63Exercised
    
    
    (311,045
    )
    
    
    34.07Canceled
    
    
    (9,500
    )
    
    
    37.35Outstanding, end of year
    
    
    2,691,141
    
    
    $
    36.94
    
    
    
    4.45Exercisable at end of year
    
    
    2,057,741
    
    
    $
    35.66
    
    
    
    3.74
    Weighted AverageGrant DateShares
    
    
    Fair ValueNonvested stock options at the beginning of the period
    
    
    970,300
    
    
    $
    19.98Granted
    
    
    52,000
    
    
    
    18.59Vested
    
    
    (379,400
    )
    
    
    19.74Canceled
    
    
    (9,500
    )
    
    
    18.06Nonvested stock options at the end of the period
    
    
    633,400
    
    
    $
    20.04
 Stock Purchase Plan.
 54




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LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
 Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
  SharesAvailable for future purchases, January 1, 2007
    
    
    469,647Purchases
    
    
    (76,649
    )Available for future purchases, December 31, 2007
    
    
    392,998
 Performance-based compensation.
 (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
    )$
    
    
    
    $
    
 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)
 (16) Benefit Plans
  Savings and Profit Sharing Plan
  Deferred Compensation Plan
   (17) Commitment and Contingencies
   56




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LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
 Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
 (18) Summarized Financial Information of Subsidiaries
  (19) Disclosures About Fair Value of Financial Instruments
 Fair value of financial instruments:
 2007
    
    2006Carrying
    
    Fair
    
    Carrying
    
    FairAmount
    
    Value
    
    Amount
    
    ValueLong-term debt (including current maturities)
    
    $
    2,725,770
    
    
    $
    2,722,115
    
    
    $
    1,990,468
    
    
    $
    2,094,992Hedging instrument
    
    $
    179
    
    
    $
    
    
    
    $
    
    
    
    $
    
  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)
 (20) Quarterly Financial Data (Unaudited)
 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
 Year 2006 QuartersMarch 31
    
    June 30
    
    September 30
    
    December 31Net revenues
    
    $
    253,333
    
    
    $
    287,577
    
    
    $
    292,038
    
    
    $
    287,143Net revenues less direct advertising expenses
    
    $
    158,124
    
    
    $
    191,162
    
    
    $
    193,488
    
    
    $
    186,756Net income applicable to common stock
    
    $
    1,449
    
    
    $
    18,281
    
    
    $
    16,748
    
    
    $
    7,056Net income per common share basic
    
    $
    0.01
    
    
    $
    0.18
    
    
    $
    0.16
    
    
    $
    0.07Net income per common share  diluted
    
    $
    0.01
    
    
    $
    0.18
    
    
    $
    0.16
    
    
    $
    0.07
 (21) New Accounting Pronouncements
   Fair Value
Measurements
 58




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##### Table of Contents



SCHEDULE 2
 Lamar Advertising Company
 Valuation and Qualifying Accounts
Years Ended December 31, 2007, 2006 and 2005
(In thousands)
 Balance at
    
    Charged to
    
    
    
    
    
    Balance atBeginning
    
    Costs and
    
    
    
    
    
    End ofof Period
    
    Expenses
    
    Deductions
    
    PeriodYear 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
    
    
    
    
    
    
    $
    1,173,293Year ended December 31, 2005Deducted in balance sheet
from trade accounts
receivable: Allowance for
doubtful accounts
    
    $
    5,000
    
    
    
    7,674
    
    
    
    6,674
    
    
    $
    6,000Deducted in balance sheet
from intangible assets: Amortization of intangible
assets
    
    $
    923,944
    
    
    
    136,383
    
    
    
    9,097
    
    
    $
    1,051,230
 59




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##### Table of Contents



LAMAR MEDIA CORP.
AND SUBSIDIARIES
 Managements Report on Internal Control Over Financial Reporting
    
    
    61Report of Independent Registered Public Accounting Firm  Internal Control over Financial Reporting
    
    
    62Report of Independent Registered Public Accounting Firm  Consolidated Financial Statements
    
    
    63Consolidated Balance Sheets as of December 31, 2007 and 2006
    
    
    64Consolidated Statements of Operations for the years ended December 31, 2007, 2006 and 2005
    
    
    65Consolidated Statements of Stockholders Equity and Comprehensive Income for the years ended
December 31, 2007, 2006 and 2005
    
    
    66Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005
    
    
    67Notes to Consolidated Financial Statements
    
    
    68-72Schedule 2  Valuation and Qualifying Accounts for the years ended December 31, 2007, 2006 and 2005
    
    
    73
 60




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Managements Report on Internal Control Over Financial Reporting
   61




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##### Table of Contents



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

KPMG LLP
 
 62




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
    Share-Based Payment.
 Internal Control  Integrated Framework .
 /s/ KPMG LLP

KPMG LLP
 
 63




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##### Table of Contents



LAMAR MEDIA CORP.
AND SUBSIDIARIES
 Consolidated Balance Sheets
December 31, 2007 and 2006
(In thousands, except share and per share data)
 2007
    
    
    2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    76,048
    
    
    $
    11,796Receivables, net of allowance for doubtful accounts of $6,740 and $6,400 in 2007 and 2006
    
    
    134,959
    
    
    
    127,552Prepaid expenses
    
    
    40,657
    
    
    
    38,215Deferred income tax assets (note 6)
    
    
    17,616
    
    
    
    26,884Other current assets
    
    
    23,014
    
    
    
    18,095Total current assets
    
    
    292,294
    
    
    
    222,542Property, plant and equipment
    
    
    2,686,116
    
    
    
    2,432,977Less accumulated depreciation and amortization
    
    
    (1,169,152
    )
    
    
    (1,027,029
    )Net property, plant and equipment
    
    
    1,516,964
    
    
    
    1,405,948Goodwill (note 3)
    
    
    1,366,098
    
    
    
    1,347,775Intangible assets, net (note 3)
    
    
    802,338
    
    
    
    860,237Deferred financing costs net of accumulated amortization of $19,093 and $15,744 as of
2007 and 2006 respectively
    
    
    22,123
    
    
    
    20,186Other assets
    
    
    41,070
    
    
    
    39,299Total assets
    
    $
    4,040,887
    
    
    $
    3,895,987LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Trade accounts payable
    
    $
    19,569
    
    
    $
    14,567Current maturities of long-term debt (note 5)
    
    
    31,742
    
    
    
    8,648Accrued expenses (note 4)
    
    
    76,283
    
    
    
    77,612Deferred income
    
    
    18,315
    
    
    
    17,824Total current liabilities
    
    
    145,909
    
    
    
    118,651Long-term debt (note 5)
    
    
    2,694,028
    
    
    
    1,981,820Deferred income tax liabilities (note 6)
    
    
    149,942
    
    
    
    148,310Asset retirement obligation
    
    
    150,046
    
    
    
    141,503Other liabilities
    
    
    14,874
    
    
    
    13,236Total liabilities
    
    
    3,154,799
    
    
    
    2,403,520Stockholders equity:Common stock, $.01 par value, authorized 3,000 shares; 100 shares issued and outstanding
at 2007 and 2006
    
    
    
    
    
    
    Additional paid-in-capital
    
    
    2,492,880
    
    
    
    2,444,485Accumulated comprehensive income
    
    
    9,286
    
    
    
    2,253Accumulated deficit
    
    
    (1,616,078
    )
    
    
    (954,271
    )Stockholders equity
    
    
    886,088
    
    
    
    1,492,467Total liabilities and stockholders equity
    
    $
    4,040,887
    
    
    $
    3,895,987
  64




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##### Table of Contents



LAMAR MEDIA CORP.
AND SUBSIDIARIES
 Consolidated Statements of Operations
Years Ended December 31, 2007, 2006 and 2005
(In thousands)
 2007
    
    
    2006
    
    
    2005Net revenues
    
    $
    1,209,555
    
    
    $
    1,120,091
    
    
    $
    1,021,656Operating expenses (income):Direct advertising expenses (exclusive of depreciation and amortization)
    
    
    408,397
    
    
    
    390,561
    
    
    
    353,139General and administrative expenses (exclusive of depreciation and amortization)
    
    
    210,793
    
    
    
    198,187
    
    
    
    176,099Corporate expenses (exclusive of depreciation and amortization)
    
    
    59,040
    
    
    
    49,729
    
    
    
    36,163Depreciation and amortization
    
    
    306,879
    
    
    
    301,685
    
    
    
    290,089Gain on disposition of assets
    
    
    (3,914
    )
    
    
    (10,862
    )
    
    
    (1,119
    )981,195
    
    
    
    929,300
    
    
    
    854,371Operating income
    
    
    228,360
    
    
    
    190,791
    
    
    
    167,285Other expense (income):Gain on disposition of investment
    
    
    (15,448
    )
    
    
    
    
    
    
    Loss on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    3,982Interest income
    
    
    (2,598
    )
    
    
    (1,311
    )
    
    
    (1,511
    )Interest expense
    
    
    161,207
    
    
    
    111,117
    
    
    
    81,856143,161
    
    
    
    109,806
    
    
    
    84,327Income before income tax expense
    
    
    85,199
    
    
    
    80,985
    
    
    
    82,958Income tax expense (note 6)
    
    
    38,198
    
    
    
    35,753
    
    
    
    35,488Net income
    
    $
    47,001
    
    
    $
    45,232
    
    
    $
    47,470
  65




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##### Table of Contents



LAMAR MEDIA CORP.
AND SUBSIDIARIES
 Consolidated Statements of Stockholders Equity and Comprehensive Income
Years Ended December 31, 2007, 2006 and 2005
(In thousands, except share and per share data)
 Additional
    
    
    AccumulatedCommon
    
    
    Paid-In
    
    
    Comprehensive
    
    
    AccumulatedStock
    
    
    Capital
    
    
    Income
    
    
    Deficit
    
    
    TotalBalance, December 31, 2004
    
    $
    
    
    
    $
    2,343,929
    
    
    $
    
    
    
    $
    (355,190
    )
    
    $
    1,988,739Contribution to parent
    
    
    
    
    
    
    46,529
    
    
    
    
    
    
    
    
    
    
    
    46,529Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,470
    
    
    
    47,470Dividend to parent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (313,022
    )
    
    
    (313,022
    )Balance, 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,535Dividend 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
    )
    
    $
    886,088
  66




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LAMAR MEDIA CORP.
AND SUBSIDIARIES
 Consolidated Statements of Cash Flows
Years Ended December 31, 2007, 2006 and 2005
(In thousands)
 2007
    
    
    2006
    
    
    2005Cash flows from operating activities:Net income
    
    $
    47,001
    
    
    $
    45,232
    
    
    $
    47,470Adjustments to reconcile net income (loss) to net cash provided by operating activities:Depreciation and amortization
    
    
    306,879
    
    
    
    301,685
    
    
    
    287,212Non-cash compensation
    
    
    27,488
    
    
    
    17,906
    
    
    
    Amortization included in interest expense
    
    
    3,347
    
    
    
    2,955
    
    
    
    2,719Gain on disposition of assets
    
    
    (19,362
    )
    
    
    (10,862
    )
    
    
    (1,119
    )Loss on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    3,982Deferred income tax expenses (benefit)
    
    
    6,565
    
    
    
    (8,951
    )
    
    
    27,440Provision for doubtful accounts
    
    
    7,166
    
    
    
    6,287
    
    
    
    6,674Changes in operating assets and liabilities:(Increase) decrease in:Receivables
    
    
    (10,859
    )
    
    
    (17,583
    )
    
    
    (24,915
    )Prepaid expenses
    
    
    (4,159
    )
    
    
    (4,780
    )
    
    
    (448
    )Other assets
    
    
    (11,221
    )
    
    
    6,696
    
    
    
    (426
    )Increase (decrease) in:Trade accounts payable
    
    
    5,367
    
    
    
    837
    
    
    
    3,318Accrued expenses
    
    
    (13,003
    )
    
    
    27,846
    
    
    
    4,452Other liabilities
    
    
    (19,349
    )
    
    
    (21,908
    )
    
    
    8,202Cash flows provided by operating activities
    
    
    325,860
    
    
    
    345,360
    
    
    
    364,561Cash flows from investing activities:Capital expenditures
    
    
    (220,534
    )
    
    
    (223,350
    )
    
    
    (120,114
    )Acquisitions
    
    
    (153,593
    )
    
    
    (227,649
    )
    
    
    (145,228
    )Decrease (increase) in notes receivable
    
    
    9,420
    
    
    
    (1,331
    )
    
    
    (7,175
    )Proceeds from disposition of assets
    
    
    23,626
    
    
    
    13,434
    
    
    
    5,550Cash flows used in investing activities
    
    
    (341,081
    )
    
    
    (438,896
    )
    
    
    (266,967
    )Cash flows from financing activities:Increase in notes payable
    
    
    
    
    
    
    
    
    
    
    287,500Principal payments on long-term debt
    
    
    (107,585
    )
    
    
    (2,303
    )
    
    
    (485,539
    )Debt issuance costs
    
    
    (7,003
    )
    
    
    (4,328
    )
    
    
    (5,315
    )Net proceeds from note offerings and new notes payable
    
    
    842,887
    
    
    
    412,682
    
    
    
    394,000Dividends to parent
    
    
    (708,808
    )
    
    
    (373,948
    )
    
    
    (313,022
    )Contributions from parent
    
    
    48,395
    
    
    
    54,027
    
    
    
    Cash flows provided by (used in) financing activities
    
    
    67,886
    
    
    
    86,130
    
    
    
    (122,376
    )Effect of exchange rate changes in cash and cash equivalents
    
    
    11,587
    
    
    
    (217
    )
    
    
    Net increase (decrease) in cash and cash equivalents
    
    
    64,252
    
    
    
    (7,623
    )
    
    
    (24,782
    )Cash and cash equivalents at beginning of period
    
    
    11,796
    
    
    
    19,419
    
    
    
    44,201Cash and cash equivalents at end of period
    
    $
    76,048
    
    
    $
    11,796
    
    
    $
    19,419Supplemental disclosures of cash flow information:Cash paid for interest
    
    $
    157,549
    
    
    $
    97,711
    
    
    $
    71,898Cash paid for state and federal income taxes
    
    $
    34,249
    
    
    $
    28,471
    
    
    $
    3,365
  67




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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
  2007
    
    2006
    
    2005Parent company stock contributed for acquisitions
    
    $
    
    
    
    $
    
    
    
    $
    43,314
 (3) Goodwill and Other Intangible Assets
  Estimated
    
    
    2007
    
    
    2006Life
    
    
    Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    Accumulated(Years)
    
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationAmortizable Intangible Assets:Customer lists and contracts
    
    
    7 - 10
    
    
    $
    453,305
    
    
    $
    400,390
    
    
    $
    444,167
    
    
    $
    380,374Non-competition agreements
    
    
    3 - 15
    
    
    
    60,633
    
    
    
    56,900
    
    
    
    60,279
    
    
    
    55,466Site locations
    
    
    15
    
    
    
    1,304,323
    
    
    
    560,706
    
    
    
    1,262,525
    
    
    
    474,151Other
    
    
    5 - 15
    
    
    
    13,002
    
    
    
    10,929
    
    
    
    12,941
    
    
    
    9,684$
    1,831,263
    
    
    $
    1,028,925
    
    
    $
    1,779,912
    
    
    $
    919,675Unamortizable Intangible Assets:Goodwill
    
    
    
    
    
    $
    1,618,864
    
    
    $
    252,766
    
    
    $
    1,600,541
    
    
    $
    252,766
 68




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##### Table of Contents



LAMAR MEDIA CORP.
AND SUBSIDIARIES
 Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
  Balance as of December 31, 2006
    
    $
    1,600,541Goodwill acquired during the year
    
    
    18,323Impairment losses
    
    
    Balance as of December 31, 2007
    
    $
    1,618,864
 (4) Accrued Expenses
  2007
    
    
    2006Payroll
    
    $
    13,629
    
    
    $
    12,692Interest
    
    
    36,882
    
    
    
    35,845Other
    
    
    25,772
    
    
    
    29,075$
    76,283
    
    
    $
    77,612
 (5) Long-term Debt
  2007
    
    
    20067 1/4% Senior subordinated notes
    
    $
    387,758
    
    
    $
    388,208Mirror note to parent
    
    
    287,500
    
    
    
    287,500Bank Credit Agreement
    
    
    1,181,325
    
    
    
    707,0006 5/8% Senior subordinated notes
    
    
    400,000
    
    
    
    400,0006 5/8% Senior subordinated notes  Series B
    
    
    202,202
    
    
    
    200,9226 5/8% Senior subordinated notes  Series C
    
    
    261,181
    
    
    
    Other notes with various rates and terms
    
    
    5,804
    
    
    
    6,8382,725,770
    
    
    
    1,990,468Less current maturities
    
    
    (31,742
    )
    
    
    (8,648
    )Long-term debt excluding current maturities
    
    $
    2,694,028
    
    
    $
    1,981,820
  2008
    
    $
    31,7422009
    
    $
    58,7142010
    
    $
    405,4042011
    
    $
    199,4472012
    
    $
    420,818Later years
    
    $
    1,609,645
 (6) Income Taxes
 Accounting for Uncertainty in Income
Taxes  an Interpretation of FASB Statement No. 109
 69




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##### Table of Contents



LAMAR MEDIA CORP.
AND SUBSIDIARIES
 Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
  Balance of January 1, 2007
    
    $
    595Plus: additions based on tax positions related to the current year
    
    
    47Plus: additions for tax positions of prior years
    
    
    145Less: reductions made for tax positions of prior years
    
    
    Settlements
    
    
    Balance of December 31, 2007
    
    $
    787
       Current
    
    
    Deferred
    
    
    TotalYear 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
    )
    
    $
    35,753Year ended December 31, 2005:U.S. federal
    
    $
    2,500
    
    
    $
    26,111
    
    
    $
    28,611State and local
    
    
    2,530
    
    
    
    1,203
    
    
    
    3,733Foreign
    
    
    3,017
    
    
    
    127
    
    
    
    3,144$
    8,047
    
    
    $
    27,441
    
    
    $
    35,488
 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)
  2007
    
    
    2006
    
    
    2005Computed expected tax expense
    
    $
    29,819
    
    
    $
    28,345
    
    
    $
    29,035Increase (reduction) in income taxes resulting from:Book expenses not deductible for tax purposes
    
    
    1,985
    
    
    
    4,119
    
    
    
    4,012Amortization of non-deductible goodwill
    
    
    24
    
    
    
    24
    
    
    
    24State and local income taxes, net of federal income tax benefit
    
    
    5,396
    
    
    
    2,581
    
    
    
    2,427Undistributed earnings foreign subsidiaries
    
    
    465
    
    
    
    
    
    
    
    Other differences, net
    
    
    509
    
    
    
    684
    
    
    
    (10
    )$
    38,198
    
    
    $
    35,753
    
    
    $
    35,488
  2007
    
    
    2006Current deferred tax assets:Receivables, principally due to allowance for doubtful accounts
    
    $
    4,832
    
    
    $
    4,445Tax credits
    
    
    8,459
    
    
    
    20,238Accrued liabilities not deducted for tax purposes
    
    
    2,801
    
    
    
    1,508Net operating loss carry forward
    
    
    1,212Other
    
    
    312
    
    
    
    693Net current deferred tax asset
    
    $
    17,616
    
    
    $
    26,884Non-current deferred tax liabilities:Plant and equipment, principally due to differences in depreciation
    
    $
    (5,707
    )
    
    $
    (6,850
    )Intangibles, due to differences in amortizable lives
    
    
    (247,907
    )
    
    
    (242,531
    )Undistributed earnings of foreign subsidiary
    
    
    (1,290
    )
    
    
    (159
    )Investment in partnership
    
    
    (620
    )
    
    
    Other, net
    
    
    (105
    )
    
    
    (394
    )$
    (255,629
    )
    
    $
    (249,934
    )Non-current deferred tax assets:Plant and equipment, due to basis differences on acquisitions and costs capitalized for tax purposes
    
    
    26,533
    
    
    
    29,812Investment in affiliates and plant and equipment, due to gains recognized for tax purposes and
deferred for financial reporting purposes
    
    
    2,295
    
    
    
    2,301Accrued liabilities not deducted for tax purposes
    
    
    18,930
    
    
    
    13,754Net operating loss carry forward
    
    
    11,380
    
    
    
    13,857Asset retirement obligation
    
    
    45,485
    
    
    
    40,798Tax credits
    
    
    1,064
    
    
    
    1,065Other, net
    
    
    
    
    
    
    37105,687
    
    
    
    101,624Net non-current deferred tax liability
    
    $
    (149,942
    )
    
    $
    (148,310
    )
 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)
   (7) Related Party Transactions
     (8) Quarterly Financial Data (Unaudited)
 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
 Year 2006 QuartersMarch 31
    
    June 30
    
    September 30
    
    December 31Net revenues
    
    $
    253,333
    
    
    $
    287,577
    
    
    $
    292,038
    
    
    $
    287,143Net revenues less direct advertising expenses
    
    $
    158,124
    
    
    $
    191,162
    
    
    $
    193,488
    
    
    $
    186,756Net income
    
    $
    1,905
    
    
    $
    18,831
    
    
    $
    17,290
    
    
    $
    7,206
 72




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##### Table of Contents



SCHEDULE 2
 Lamar Media Corp.
and Subsidiaries
 Valuation and Qualifying Accounts
Years Ended December 31, 2007, 2006 and 2005
(In thousands)
 Balance at
    
    Charged to
    
    
    
    
    
    BalanceBeginning of
    
    Costs and
    
    
    
    
    
    at endPeriod
    
    Expenses
    
    Deductions
    
    of PeriodYear 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
    
    
    
    
    
    
    $
    1,172,441Year Ended December 31, 2005Deducted in balance sheet
from trade accounts
receivable: Allowance for
doubtful accounts
    
    $
    5,000
    
    
    
    7,674
    
    
    
    6,674
    
    
    $
    6,000Deducted in balance sheet
from intangible assets: Amortization of intangible
assets
    
    $
    923,075
    
    
    
    133,519
    
    
    
    6,216
    
    
    $
    1,050,378
 73




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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
  74




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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
  FINANCIAL STATEMENT SCHEDULES
  EXHIBITS
   75




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##### Table of Contents



SIGNATURES
  LAMAR ADVERTISING COMPANYFebruary 27, 2008
    
    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)
    
    2/27/08/s/ Keith A. Istre

Keith A. Istre
    
    Chief Financial Officer (Principal Financial and Accounting
Officer)
    
    2/27/08/s/ Wendell S. Reilly

Wendell S. Reilly
    
    Director
    
    2/27/08/s/ Stephen P. Mumblow

Stephen P. Mumblow
    
    Director
    
    2/27/08/s/ John Maxwell Hamilton

John Maxwell Hamilton
    
    Director
    
    2/27/08/s/ Thomas Reifenheiser

Thomas Reifenheiser
    
    Director
    
    2/27/08/s/ Anna Reilly

Anna Reilly
    
    Director
    
    2/27/08/s/ Robert M. Jelenic

Robert M. Jelenic
    
    Director
    
    2/27/08/s/ John E. Koerner, III

John E. Koerner, III
    
    Director
    
    2/27/08
 76




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##### Table of Contents



SIGNATURES
  LAMAR MEDIA CORP.February 27, 2008
    
    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)
    
    2/27/08/s/ Sean E. Reilly

Sean E. Reilly
    
    Chief Operating Officer, 
Vice
President and Director
    
    2/27/08/s/ Keith A. Istre

Keith A. Istre
    
    Chief Financial and Accounting Officer and Director 
(Principal
Financial and Accounting Officer)
    
    2/27/08/s/ T. Everett Stewart, Jr.

T. Everett Stewart, Jr.
    
    Director
    
    2/27/08
 77




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##### Table of Contents



INDEX TO EXHIBITS
 EXHIBITNUMBER
    
    DESCRIPTION
    
    METHOD OF FILING3(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.4(b)(3)
    
    Form of 7 1/4% Exchange Note Due
2013.
    
    Previously filed as
Exhibit 4.29 to Lamar
Medias Registration
Statement on Form S-4
(File No. 333-102634)
filed on January 21,
2003, and
incorporated herein
by reference.4(b)(4)
    
    Supplemental Indenture to the
Indenture dated as of December 23,
2002 among Lamar Media, certain of
its subsidiaries and Wachovia Bank
of Delaware, National Association,
as Trustee, dated as of June 9, 2003
relating to Lamar Medias 7 1/4%
Notes Due 2013.
    
    Previously filed as
Exhibit 4.31 to Lamar
Medias Registration
Statement on Form S-4
(File No. 333-107427)
filed on July 29,
2003, and
incorporated herein
by reference.
 78




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##### Table of Contents



EXHIBITNUMBER
    
    DESCRIPTION
    
    METHOD OF FILING4(b)(5)
    
    Supplemental Indenture to the
Indenture dated December 23, 2002
among Lamar Media, certain of its
subsidiaries and Wachovia Bank of
Delaware, National Association, as
Trustee, dated 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.4(c)(2)
    
    First Supplemental Indenture to the
Indenture dated as of June 16, 2003
between Lamar Media and Wachovia
Bank of Delaware, National
Association, as Trustee, dated as of
June 16, 2003 relating to the
Companys 2 7/8% Convertible Notes
due 2010.
    
    Previously filed as
Exhibit 4.5 to Lamar
Medias Quarterly
Report on Form 10-Q
for the period ended
June 30, 2003 (File
No. 1-12407) filed on
August 13, 2003, and
incorporated herein
by reference.4(c)(3)
    
    Form of 2 7/8% Convertible Note due
2010.
    
    Previously filed as
an exhibit to the
First Supplemental
Indenture, dated as
of June 16, 2003
between Lamar Media
and Wachovia Bank of
Delaware, National
Association, which
was previously filed
as Exhibit 4.5 to
Lamar Medias
Quarterly Report on
Form 10-Q for the
period ended June 30,
2003 (File No.
1-12407) filed on
August 13, 2003, and
incorporated herein
by reference.
 79




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##### Table of Contents



EXHIBITNUMBER
    
    DESCRIPTION
    
    METHOD OF FILING4(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.4(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.
 80




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##### Table of Contents



EXHIBITNUMBER
    
    DESCRIPTION
    
    METHOD OF FILING4(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.10(b)*
    
    2000 Employee Stock Purchase Plan.
    
    Previously filed as
Exhibit 10.3 to the
Companys Quarterly
Report on Form 10-Q
for the period ended
June 30, 2000 (File
No. 0-30242) filed on
August 11, 2000, and
incorporated herein
by reference.10(c)*
    
    Lamar Advertising Company
Non-Management Director Compensation
Plan.
    
    Previously filed as
Exhibit 10.3 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(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 15, 2007.
    
    Previously filed on
the Companys Current
Report on Form 8-K
(File No. 0-30242)
filed on March 19,
2007 and incorporated
herein by reference.
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##### Table of Contents



EXHIBITNUMBER
    
    DESCRIPTION
    
    METHOD OF FILING10(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.10(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.
 82




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##### Table of Contents



EXHIBITNUMBER
    
    DESCRIPTION
    
    METHOD OF FILING10(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.10(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.
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##### Table of Contents



EXHIBITNUMBER
    
    DESCRIPTION
    
    METHOD OF FILING10(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.10(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.
 84




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##### Table of Contents



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