##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 AND 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
 Commission file number  000-53354
 CC MEDIA HOLDINGS, INC.
  Delaware
(State of Incorporation)
    
    26-0241222
(I.R.S. Employer Identification No.)
 200 East Basse Road 
San Antonio, Texas
(Address of principal executive offices)
    
    78209
(Zip Code)
 (210) 822-2828
 o þ
  Large
accelerated
filer oAccelerated
filer oNon-accelerated
filer þ(Do not check if a smaller reporting company)Smaller reporting company o o þ
  Class
    
    Outstanding at August 8, 2008Class A common stock, $.001 par value
    
    23,646,625Class B common stock, $.001 par value
    
    555,556Class C common stock, $.001 par value
    
    58,967,502




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##### 



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
 INDEX
 Page No.Part I  Financial InformationItem 1. Unaudited Financial Statements
    
    
    3Consolidated Balance Sheets at June 30, 2008 and December 31, 2007
    
    
    3Consolidated Statements of Operations for the six and three months ended June 30, 2008
and 2007
    
    
    5Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2008 and 2007
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    34Item 4. Controls and Procedures
    
    
    34Part II  Other InformationItem 1. Legal Proceedings
    
    
    35Item 1A. Risk Factors
    
    
    36Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    43Item 3. Defaults Upon Senior Securities
    
    
    43Item 4. Submission of Matters to a Vote of Security Holders
    
    
    43Item 5. Other Information
    
    
    43Item 6. Exhibits
    
    
    43Signatures
    
    
    48Statement re: Computation of Per Share EarningsStatement re: Computation of RatiosCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906




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##### Table of Contents



PART I
 
 Item 1. UNAUDITED FINANCIAL STATEMENTS
 
 CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
(In thousands)
 June 30,
    
    
    December 31,2008
    
    
    2007(Unaudited)
    
    
    (Audited)CURRENT ASSETSCash and cash equivalents
    
    $
    668,093
    
    
    $
    145,148Accounts receivable, net of allowance of $63,049 in 2008
and $59,169 in 2007
    
    
    1,773,939
    
    
    
    1,693,218Prepaid expenses
    
    
    138,527
    
    
    
    116,902Other current assets
    
    
    328,340
    
    
    
    243,248Current assets from discontinued operations
    
    
    
    
    
    
    96,067Total Current Assets
    
    
    2,908,899
    
    
    
    2,294,583PROPERTY, PLANT AND EQUIPMENTLand, buildings and improvements
    
    
    847,153
    
    
    
    840,832Structures
    
    
    4,026,209
    
    
    
    3,901,941Towers, transmitters and studio equipment
    
    
    587,576
    
    
    
    600,315Furniture and other equipment
    
    
    526,128
    
    
    
    527,714Construction in progress
    
    
    145,305
    
    
    
    119,2606,132,371
    
    
    
    5,990,062Less accumulated depreciation
    
    
    3,050,884
    
    
    
    2,939,6983,081,487
    
    
    
    3,050,364Property, plant and equipment from discontinued
operations, net
    
    
    13,280
    
    
    
    164,724INTANGIBLE ASSETSDefinite-lived intangibles, net
    
    
    523,479
    
    
    
    485,870Indefinite-lived intangibles  licenses
    
    
    4,214,057
    
    
    
    4,201,617Indefinite-lived intangibles  permits
    
    
    252,794
    
    
    
    251,988Goodwill
    
    
    7,256,252
    
    
    
    7,210,116Intangible assets from discontinued operations, net
    
    
    25,441
    
    
    
    219,722OTHER ASSETSNotes receivable
    
    
    12,066
    
    
    
    12,388Investments in, and advances to, nonconsolidated affiliates
    
    
    300,905
    
    
    
    346,387Other assets
    
    
    316,125
    
    
    
    303,791Other investments
    
    
    167,835
    
    
    
    237,598Other assets from discontinued operations
    
    
    5,752
    
    
    
    26,380Total Assets
    
    $
    19,078,372
    
    
    $
    18,805,528
  -3-




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##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS EQUITY
(In thousands)
 June 30,
    
    
    December 31,2008
    
    
    2007(Unaudited)
    
    
    (Audited)CURRENT LIABILITIESAccounts payable
    
    $
    141,301
    
    
    $
    165,533Accrued expenses
    
    
    836,411
    
    
    
    912,665Accrued interest
    
    
    83,947
    
    
    
    98,601Accrued income taxes
    
    
    142,338
    
    
    
    79,973Current portion of long-term debt
    
    
    1,228,415
    
    
    
    1,360,199Deferred income
    
    
    224,958
    
    
    
    158,893Current liabilities from discontinued operations
    
    
    
    
    
    
    37,413Total Current Liabilities
    
    
    2,657,370
    
    
    
    2,813,277Long-term debt
    
    
    4,543,904
    
    
    
    5,214,988Other long-term obligations
    
    
    191,289
    
    
    
    127,384Deferred income taxes
    
    
    828,992
    
    
    
    793,850Other long-term liabilities
    
    
    510,123
    
    
    
    567,848Long-term liabilities from discontinued operations
    
    
    
    
    
    
    54,330Minority interest
    
    
    470,659
    
    
    
    436,360Commitments and contingent liabilities (Note 5)SHAREHOLDERS EQUITYCommon Stock
    
    
    49,837
    
    
    
    49,808Additional paid-in capital
    
    
    26,886,854
    
    
    
    26,858,079Retained deficit
    
    
    (17,407,163
    )
    
    
    (18,489,143
    )Accumulated other comprehensive income
    
    
    354,670
    
    
    
    383,698Cost of shares held in treasury
    
    
    (8,163
    )
    
    
    (4,951
    )Total Shareholders Equity
    
    
    9,876,035
    
    
    
    8,797,491Total Liabilities and Shareholders Equity
    
    $
    19,078,372
    
    
    $
    18,805,528
  -4-




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##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands, except per share data)
 Six Months Ended June 30,
    
    
    Three Months Ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenue
    
    $
    3,395,285
    
    
    $
    3,307,269
    
    
    $
    1,831,078
    
    
    $
    1,802,192Operating expenses:Direct operating expenses (includes share-based payments
of $8,187, $8,172, $4,583 and $5,172 for the six and three
months ended June 30, 2008 and 2007, respectively, and
excludes depreciation and amortization)
    
    
    1,449,432
    
    
    
    1,304,134
    
    
    
    743,485
    
    
    
    676,255Selling, general and administrative expenses (includes
share-based payments of $6,508, $7,331, $3,373 and $4,499
for the six and three months ended June 30, 2008 and 2007,
respectively, and excludes depreciation and amortization)
    
    
    872,115
    
    
    
    863,509
    
    
    
    445,734
    
    
    
    447,190Depreciation and amortization
    
    
    294,466
    
    
    
    280,994
    
    
    
    142,188
    
    
    
    141,309Corporate expenses (includes share-based payments of
$5,687, $6,082, $2,836 and $3,668 for the six and three
months ended June 30, 2008 and 2007, respectively, and
excludes depreciation and amortization)
    
    
    94,277
    
    
    
    91,194
    
    
    
    47,974
    
    
    
    43,044Merger expenses
    
    
    7,845
    
    
    
    4,370
    
    
    
    7,456
    
    
    
    2,684Gain on disposition of assets  net
    
    
    19,451
    
    
    
    10,943
    
    
    
    17,354
    
    
    
    3,996Operating income
    
    
    696,601
    
    
    
    774,011
    
    
    
    461,595
    
    
    
    495,706Interest expense
    
    
    182,178
    
    
    
    234,499
    
    
    
    82,175
    
    
    
    116,422Gain (loss) on marketable securities
    
    
    34,262
    
    
    
    (15
    )
    
    
    27,736
    
    
    
    (410
    )Equity in earnings of nonconsolidated affiliates
    
    
    92,035
    
    
    
    16,699
    
    
    
    8,990
    
    
    
    11,435Other income (expense)  net
    
    
    5,701
    
    
    
    328
    
    
    
    (6,086
    )
    
    
    340Income before income taxes, minority interest and
discontinued operations
    
    
    646,421
    
    
    
    556,524
    
    
    
    410,060
    
    
    
    390,649Income tax benefit (expense):Current
    
    
    (124,880
    )
    
    
    (154,430
    )
    
    
    (101,047
    )
    
    
    (122,071
    )Deferred
    
    
    (66,838
    )
    
    
    (75,822
    )
    
    
    (24,090
    )
    
    
    (37,715
    )Income tax benefit (expense)
    
    
    (191,718
    )
    
    
    (230,252
    )
    
    
    (125,137
    )
    
    
    (159,786
    )Minority interest expense, net of tax
    
    
    16,017
    
    
    
    15,246
    
    
    
    7,628
    
    
    
    14,970Income before discontinued operations
    
    
    438,686
    
    
    
    311,026
    
    
    
    277,295
    
    
    
    215,893Income from discontinued operations, net
    
    
    643,294
    
    
    
    27,186
    
    
    
    5,032
    
    
    
    20,097Net income
    
    $
    1,081,980
    
    
    $
    338,212
    
    
    $
    282,327
    
    
    $
    235,990Other comprehensive income (loss), net of tax:Foreign currency translation adjustments
    
    
    44,547
    
    
    
    45,889
    
    
    
    (13,420
    )
    
    
    37,138Unrealized gain (loss) on securities and derivatives:Unrealized holding gain (loss) on marketable securities
    
    
    (47,578
    )
    
    
    (11,177
    )
    
    
    (42,457
    )
    
    
    (4,218
    )Reclassification adjustment for gains included in net
income
    
    
    (25,997
    )
    
    
    
    
    
    
    (25,997
    )
    
    
    Comprehensive income
    
    $
    1,052,952
    
    
    $
    372,924
    
    
    $
    200,453
    
    
    $
    268,910Net income per common share:Income before discontinued operations  Basic
    
    $
    .89
    
    
    $
    .63
    
    
    $
    .56
    
    
    $
    .44Discontinued operations  Basic
    
    
    1.30
    
    
    
    .05
    
    
    
    .01
    
    
    
    .04Net income  Basic
    
    $
    2.19
    
    
    $
    .68
    
    
    $
    .57
    
    
    $
    .48Weighted average common shares  basic
    
    
    494,975
    
    
    
    494,105
    
    
    
    495,201
    
    
    
    494,364Income before discontinued operations  Diluted
    
    $
    .88
    
    
    $
    .63
    
    
    $
    .56
    
    
    $
    .44Discontinued operations  Diluted
    
    
    1.30
    
    
    
    .05
    
    
    
    .01
    
    
    
    .04Net income  Diluted
    
    $
    2.18
    
    
    $
    .68
    
    
    $
    .57
    
    
    $
    .48Weighted average common shares  diluted
    
    
    496,637
    
    
    
    495,280
    
    
    
    496,887
    
    
    
    495,688Dividends declared per share
    
    $
    
    
    
    $
    .375
    
    
    $
    
    
    
    $
    .1875
  -5-




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##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
 Six Months Ended June 30,2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    1,081,980
    
    
    $
    338,212(Income) loss from discontinued operations, net
    
    
    (643,294
    )
    
    
    (27,186
    )438,686
    
    
    
    311,026Reconciling items:Depreciation and amortization
    
    
    294,466
    
    
    
    280,994Deferred taxes
    
    
    66,838
    
    
    
    75,822(Gain) loss on disposal of assets
    
    
    (19,451
    )
    
    
    (10,943
    )(Gain) loss forward exchange contract
    
    
    2,496
    
    
    
    9,505(Gain) loss on trading securities
    
    
    (849
    )
    
    
    (9,490
    )Provision for doubtful accounts
    
    
    19,042
    
    
    
    16,091Share-based compensation
    
    
    20,382
    
    
    
    21,585Equity in earnings of nonconsolidated affiliates
    
    
    (92,035
    )
    
    
    (16,699
    )Other reconciling items  net
    
    
    (6,608
    )
    
    
    13,935Changes in operating assets and liabilities:Changes in other operating assets and liabilities,
net of effects of acquisitions and dispositions
    
    
    (37,012
    )
    
    
    (20,832
    )Net cash provided by operating activities
    
    
    685,955
    
    
    
    670,994Cash flows from investing activities:Decrease (increase) in notes receivable  net
    
    
    1,859
    
    
    
    (242
    )Decrease (increase) in investments in and advances
to nonconsolidated affiliates  net
    
    
    24,664
    
    
    
    10,331Sales (purchases) of investments  net
    
    
    123,187
    
    
    
    (384
    )Purchases of property, plant and equipment
    
    
    (211,726
    )
    
    
    (152,976
    )Proceeds from disposal of assets
    
    
    44,311
    
    
    
    18,180Acquisition of operating assets, net of cash acquired
    
    
    (144,138
    )
    
    
    (51,539
    )Decrease (increase) in other  net
    
    
    (16,286
    )
    
    
    (25,386
    )Net cash used in investing activities
    
    
    (178,129
    )
    
    
    (202,016
    )Cash flows from financing activities:Draws on credit facilities
    
    
    691,122
    
    
    
    368,872Payments on credit facilities
    
    
    (873,741
    )
    
    
    (576,527
    )Payments on long-term debt
    
    
    (625,856
    )
    
    
    (249,392
    )Proceeds from exercise of stock options, stock
purchase plan, common stock warrants and other
    
    
    17,291
    
    
    
    75,985Payments on forward exchange contract
    
    
    (110,410
    )
    
    
    Payments for purchase of common shares
    
    
    (3,780
    )
    
    
    Dividends paid
    
    
    (93,367
    )
    
    
    (185,641
    )Net cash used in financing activities
    
    
    (998,741
    )
    
    
    (566,703
    )Cash flows from discontinued operations:Net cash (used in) provided by operating activities
    
    
    (85,026
    )
    
    
    21,463Net cash provided by investing activities
    
    
    1,098,886
    
    
    
    52,046Net cash provided by (used in) financing activities
    
    
    
    
    
    
    Net cash provided by discontinued operations
    
    
    1,013,860
    
    
    
    73,509Net (decrease) increase in cash and cash equivalents
    
    
    522,945
    
    
    
    (24,216
    )Cash and cash equivalents at beginning of period
    
    
    145,148
    
    
    
    116,000Cash and cash equivalents at end of period
    
    $
    668,093
    
    
    $
    91,784
  -6-




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##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
  Information Regarding Registrant
    
    
    a $1.33 billion term loan A facility, with a maturity of six years;
    
    a $10.7 billion term loan B facility with a maturity of seven years and six months;
    
    a $695.9 million term loan C- asset sale facility, with a maturity of seven years and six months;
    
    $1.25 billion delayed draw term loan facilities with maturities of seven years
and six months, up to $750 million of which may be drawn on or
after the merger closing date to
purchase or repay Clear Channels outstanding 7.65% senior notes due 2010, and the
remainder of which will be available after the merger closing date to purchase or repay Clear
Channels outstanding 4.25% senior notes due 2009;
    
    a $2.0 billion revolving credit facility with a maturity of six years, including
a letter of credit sub-facility and a swingline loan sub-facility;
    
    a $783.5 million receivables based credit facility providing revolving credit
commitments in an amount equal to the initial borrowing of
$533.5 million on the merger closing
date plus $250 million, subject to a borrowing base; and
    
    $980.0 million aggregate principal amount of 10.75% senior cash pay notes due
2016 and $1.33 billion aggregate principal amount of 11.00%/11.75% senior toggle notes
due 2016.
 Business Combinations Basis in Leveraged Buyout Transactions
   Preparation of Interim Financial Statements
  -7-




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##### Table of Contents



Certain Reclassifications
  Discontinued Operations and Assets Held for Sale
 Sale of non-core radio stations
 Accounting for the Impairment
or Disposal of Long-lived Assets
  Total radio stations announced as being marketed for sale on November 16, 2006
    
    
    448Total radio stations no longer being marketed for sale
    
    
    (173
    )Adjusted number of radio stations being marketed for sale (Non-core radio stations)
    
    
    275Non-core radio stations sold through June 30, 2008
    
    
    (238
    )Remaining non-core radio stations at June 30, 2008 classified as discontinued operations
    
    
    37Non-core radio stations under definitive asset purchase agreements
    
    
    (34
    )Non-core radio stations being marketed for sale
    
    
    3
 Sale of other radio stations
   Sale of the television business
  Summarized Financial Information of Discontinued Operations
  -8-




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##### Table of Contents



Six Months
    
    Three Months(In thousands)
    
    2008
    
    2007
    
    2008
    
    2007Revenue
    
    $
    73,853
    
    
    $
    237,729
    
    
    $
    3,970
    
    
    $
    120,724Income before income taxes
    
    $
    699,921
    
    
    $
    48,207
    
    
    $
    4,557
    
    
    $
    38,842
    June 30,
    
    
    December 31,(In thousands)
    
    2008
    
    
    2007AssetsAccounts receivable, net
    
    $
    
    
    
    $
    76,426Other current assets
    
    
    
    
    
    
    19,641Total current assets
    
    $
    
    
    
    $
    96,067Land, buildings and improvements
    
    $
    7,785
    
    
    $
    73,138Transmitter and studio equipment
    
    
    12,696
    
    
    
    207,230Other property, plant and equipment
    
    
    2,211
    
    
    
    22,781Less accumulated depreciation
    
    
    9,412
    
    
    
    138,425Property, plant and equipment, net
    
    $
    13,280
    
    
    $
    164,724Definite-lived intangibles, net
    
    $
    
    
    
    $
    283Licenses
    
    
    3,436
    
    
    
    107,910Goodwill
    
    
    22,005
    
    
    
    111,529Total intangible assets
    
    $
    25,441
    
    
    $
    219,722Film rights
    
    $
    
    
    
    $
    18,042Other long-term assets
    
    
    5,752
    
    
    
    8,338Total other assets
    
    $
    5,752
    
    
    $
    26,380LiabilitiesAccounts payable and
accrued expenses
    
    $
    
    
    
    $
    10,565Film liability
    
    
    
    
    
    
    18,027Other current liabilities
    
    
    
    
    
    
    8,821Total current liabilities
    
    $
    
    
    
    $
    37,413Film liability
    
    $
    
    
    
    $
    19,902Other long-term liabilities
    
    
    
    
    
    
    34,428Total long-term liabilities
    
    $
    
    
    
    $
    54,330
 Recent Accounting Pronouncements
 Disclosures
about Derivative Instruments and Hedging Activities
 Determination of the Useful Life of Intangible Assets Goodwill
and Other Intangible Assets
 -9-




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##### Table of Contents



New Accounting Standards
 The Fair Value Option
for Financial Assets and Financial Liabilities
 Fair Value Measurements
 Accounting for Certain Investments in Debt and Equity Securities
    Quoted Prices in Activemarkets for Identical
    
    
    Significant Other
    
    
    SignificantAssets
    
    
    Observable Inputs
    
    
    Unobservable Inputs(In thousands)
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Asset / (Liability)Available-for-sale securities
    
    $
    161,162
    
    
    $
    
    
    
    $
    Derivatives
    
    
    
    
    
    
    (177,509
    )
    
    
    Total
    
    $
    161,162
    
    
    $
    (177,509
    )
    
    $
    
  (In thousands)
    
    2008Beginning balance at January 1
    
    $
    (16,978
    )Loss included in Gain (loss) on marketable securities
    
    
    (802
    )Settlement
    
    
    17,780Ending balance at June 30
    
    $
    
 -10-




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##### Table of Contents



Definite-lived Intangibles
   June 30, 2008
    
    
    December 31, 2007Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    Accumulated(In thousands)
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationTransit, street
furniture, and other
outdoor contractual
rights
    
    $
    931,941
    
    
    $
    666,231
    
    
    $
    867,283
    
    
    $
    613,897Representation contracts
    
    
    447,010
    
    
    
    232,188
    
    
    
    400,316
    
    
    
    212,403Other
    
    
    85,128
    
    
    
    42,181
    
    
    
    84,004
    
    
    
    39,433Total
    
    $
    1,464,079
    
    
    $
    940,600
    
    
    $
    1,351,603
    
    
    $
    865,733
  (In thousands)2009
    
    $
    92,8392010
    
    
    74,8542011
    
    
    59,6862012
    
    
    48,3512013
    
    
    43,350
  Indefinite-lived Intangibles
   -11-




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##### Table of Contents



Goodwill
  International(In thousands)
    
    Radio
    
    
    Americas Outdoor
    
    
    Outdoor
    
    
    Other
    
    
    TotalBalance as of December 31, 2007
    
    $
    6,045,527
    
    
    $
    688,336
    
    
    $
    474,253
    
    
    $
    2,000
    
    
    $
    7,210,116Acquisitions
    
    
    
    
    
    
    
    
    
    
    12,686
    
    
    
    
    
    
    
    12,686Dispositions
    
    
    (371
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (371
    )Foreign currency
    
    
    
    
    
    
    (62
    )
    
    
    35,121
    
    
    
    
    
    
    
    35,059Adjustments
    
    
    (163
    )
    
    
    (1,075
    )
    
    
    
    
    
    
    
    
    
    
    (1,238
    )Balance as of June 30, 2008
    
    $
    6,044,993
    
    
    $
    687,199
    
    
    $
    522,060
    
    
    $
    2,000
    
    
    $
    7,256,252
      Foreign Currency Hedges: Measuring the Amount of Ineffectiveness in a Net
Investment Hedge
 -12-




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##### Table of Contents



Acquisitions
   Disposition of Assets
    Debt Maturities
   Legal Proceedings
     -13-




---



##### Table of Contents



Corporate,Merger andAmericas
    
    
    International
    
    
    
    
    
    
    Gain onRadio
    
    
    Outdoor
    
    
    Outdoor
    
    
    
    
    
    
    disposition of(In thousands)
    
    Broadcasting
    
    
    Advertising
    
    
    Advertising
    
    
    Other
    
    
    assets  net
    
    
    Eliminations
    
    
    ConsolidatedSix Months Ended June 30, 2008Revenue
    
    $
    1,661,094
    
    
    $
    718,340
    
    
    $
    972,047
    
    
    $
    96,834
    
    
    $
    
    
    
    $
    (53,030
    )
    
    $
    3,395,285Direct operating expenses
    
    
    476,826
    
    
    
    317,265
    
    
    
    643,813
    
    
    
    37,919
    
    
    
    
    
    
    
    (26,391
    )
    
    
    1,449,432Selling, general and
administrative expenses
    
    
    555,243
    
    
    
    118,432
    
    
    
    177,212
    
    
    
    47,867
    
    
    
    
    
    
    
    (26,639
    )
    
    
    872,115Depreciation and
amortization
    
    
    52,502
    
    
    
    99,372
    
    
    
    110,482
    
    
    
    24,305
    
    
    
    7,805
    
    
    
    
    
    
    
    294,466Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    94,277
    
    
    
    
    
    
    
    94,277Merger expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,845
    
    
    
    
    
    
    
    7,845Gain on disposition of
assets  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,451
    
    
    
    
    
    
    
    19,451Operating income (loss)
    
    $
    576,523
    
    
    $
    183,271
    
    
    $
    40,540
    
    
    $
    (13,257
    )
    
    $
    (90,476
    )
    
    $
    
    
    
    $
    696,601Intersegment revenues
    
    $
    20,860
    
    
    $
    4,239
    
    
    $
    
    
    
    $
    27,931
    
    
    $
    
    
    
    $
    
    
    
    $
    53,030Identifiable assets
    
    $
    11,749,790
    
    
    $
    2,920,321
    
    
    $
    2,784,482
    
    
    $
    614,317
    
    
    $
    964,989
    
    
    $
    
    
    
    $
    19,033,899Capital expenditures
    
    $
    35,008
    
    
    $
    71,818
    
    
    $
    101,471
    
    
    $
    1,554
    
    
    $
    1,875
    
    
    $
    
    
    
    $
    211,726Share-based payments
    
    $
    9,315
    
    
    $
    4,301
    
    
    $
    1,079
    
    
    $
    
    
    
    $
    5,687
    
    
    $
    
    
    
    $
    20,382
 -14-




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##### Table of Contents



Corporate,Merger andAmericas
    
    
    International
    
    
    
    
    
    
    Gain onRadio
    
    
    Outdoor
    
    
    Outdoor
    
    
    
    
    
    
    disposition of(In thousands)
    
    Broadcasting
    
    
    Advertising
    
    
    Advertising
    
    
    Other
    
    
    assets  net
    
    
    Eliminations
    
    
    ConsolidatedSix Months Ended June 30, 2007Revenue
    
    $
    1,745,164
    
    
    $
    693,866
    
    
    $
    833,703
    
    
    $
    98,188
    
    
    $
    
    
    
    $
    (63,652
    )
    
    $
    3,307,269Direct operating expenses
    
    
    477,199
    
    
    
    279,799
    
    
    
    543,549
    
    
    
    37,533
    
    
    
    
    
    
    
    (33,946
    )
    
    
    1,304,134Selling, general and
administrative expenses
    
    
    582,651
    
    
    
    110,368
    
    
    
    151,722
    
    
    
    48,474
    
    
    
    
    
    
    
    (29,706
    )
    
    
    863,509Depreciation
and amortization
    
    
    58,150
    
    
    
    93,193
    
    
    
    100,630
    
    
    
    20,783
    
    
    
    8,238
    
    
    
    
    
    
    
    280,994Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    91,194
    
    
    
    
    
    
    
    91,194Merger expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,370
    
    
    
    
    
    
    
    4,370Gain on disposition of
assets  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,943
    
    
    
    
    
    
    
    10,943Operating income (loss)
    
    $
    627,164
    
    
    $
    210,506
    
    
    $
    37,802
    
    
    $
    (8,602
    )
    
    $
    (92,859
    )
    
    $
    
    
    
    $
    774,011Intersegment revenues
    
    $
    27,651
    
    
    $
    6,734
    
    
    $
    
    
    
    $
    29,267
    
    
    $
    
    
    
    $
    
    
    
    $
    63,652Identifiable assets
    
    $
    11,926,921
    
    
    $
    2,798,497
    
    
    $
    2,451,724
    
    
    $
    696,325
    
    
    $
    321,637
    
    
    $
    
    
    
    $
    18,195,104Capital expenditures
    
    $
    36,967
    
    
    $
    50,464
    
    
    $
    61,654
    
    
    $
    3,891
    
    
    $
    
    
    
    $
    
    
    
    $
    152,976Share-based payments
    
    $
    11,140
    
    
    $
    3,592
    
    
    $
    770
    
    
    $
    
    
    
    $
    6,083
    
    
    $
    
    
    
    $
    21,585Three Months Ended June 30, 2008Revenue
    
    $
    891,483
    
    
    $
    384,978
    
    
    $
    529,830
    
    
    $
    52,381
    
    
    $
    
    
    
    $
    (27,594
    )
    
    $
    1,831,078Direct operating expenses
    
    
    245,330
    
    
    
    161,020
    
    
    
    329,224
    
    
    
    20,595
    
    
    
    
    
    
    
    (12,684
    )
    
    
    743,485Selling, general and
administrative expenses
    
    
    285,961
    
    
    
    60,057
    
    
    
    90,977
    
    
    
    23,649
    
    
    
    
    
    
    
    (14,910
    )
    
    
    445,734Depreciation and
amortization
    
    
    21,015
    
    
    
    49,273
    
    
    
    55,491
    
    
    
    12,750
    
    
    
    3,659
    
    
    
    
    
    
    
    142,188Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,974
    
    
    
    
    
    
    
    47,974Merger expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,456
    
    
    
    
    
    
    
    7,456Gain on disposition of
assets  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,354
    
    
    
    
    
    
    
    17,354Operating income (loss)
    
    $
    339,177
    
    
    $
    114,628
    
    
    $
    54,138
    
    
    $
    (4,613
    )
    
    $
    (41,735
    )
    
    $
    
    
    
    $
    461,595Intersegment revenues
    
    $
    9,896
    
    
    $
    2,562
    
    
    $
    
    
    
    $
    15,136
    
    
    $
    
    
    
    $
    
    
    
    $
    27,594Share-based payments
    
    $
    4,506
    
    
    $
    2,763
    
    
    $
    687
    
    
    $
    
    
    
    $
    2,836
    
    
    $
    
    
    
    $
    10,792Three Months Ended June 30, 2007Revenue
    
    $
    945,963
    
    
    $
    376,843
    
    
    $
    459,870
    
    
    $
    52,514
    
    
    $
    
    
    
    $
    (32,998
    )
    
    $
    1,802,192Direct operating expenses
    
    
    242,681
    
    
    
    144,885
    
    
    
    284,258
    
    
    
    19,828
    
    
    
    
    
    
    
    (15,397
    )
    
    
    676,255Selling, general and
administrative expenses
    
    
    305,958
    
    
    
    56,125
    
    
    
    78,432
    
    
    
    24,276
    
    
    
    
    
    
    
    (17,601
    )
    
    
    447,190Depreciation and
amortization
    
    
    28,249
    
    
    
    46,632
    
    
    
    51,521
    
    
    
    10,817
    
    
    
    4,090
    
    
    
    
    
    
    
    141,309Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43,044
    
    
    
    
    
    
    
    43,044Merger expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,684
    
    
    
    
    
    
    
    2,684Gain on disposition of
assets  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,996
    
    
    
    
    
    
    
    3,996Operating income (loss)
    
    $
    369,075
    
    
    $
    129,201
    
    
    $
    45,659
    
    
    $
    (2,407
    )
    
    $
    (45,822
    )
    
    $
    
    
    
    $
    495,706Intersegment revenues
    
    $
    12,369
    
    
    $
    4,851
    
    
    $
    
    
    
    $
    15,778
    
    
    $
    
    
    
    $
    
    
    
    $
    32,998Share-based payments
    
    $
    6,676
    
    
    $
    2,466
    
    
    $
    529
    
    
    $
    
    
    
    $
    3,668
    
    
    $
    
    
    
    $
    13,339
  -15-




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##### Table of Contents



-16-




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##### Table of Contents



Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Consummation
of Merger with a Group Led by Thomas H. Lee Partners, L.P. and Bain Capital Partners, LLC
  Business Combinations Basis in Leveraged Buyout
Transactions
   Sale of Radio Stations and All of Our Television Stations
 Sale of non-core radio stations
 Accounting for the Impairment or Disposal of Long-lived
Assets
  Total radio stations announced as being marketed for sale on November 16, 2006
    
    
    448Total radio stations no longer being marketed for sale
    
    
    (173
    )Adjusted number of radio stations being marketed for sale (Non-core radio stations)
    
    
    275Non-core radio stations sold through June 30, 2008
    
    
    (238
    )Remaining non-core radio stations at June 30, 2008 classified as discontinued operations
    
    
    37Non-core radio stations under definitive asset purchase agreements
    
    
    (34
    )Non-core radio stations being marketed for sale
    
    
    3
  Sale of the television business
  -17-




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##### Table of Contents



Format of Presentation
   Radio Broadcasting
      Americas and International Outdoor Advertising
   -18-




---



##### Table of Contents



FAS 123(R), Share-Based Payment
  Three Months ended June 30,
    
    
    Six Months ended June 30,(In millions)
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Radio BroadcastingDirect Operating Expenses
    
    $
    2.0
    
    
    $
    3.0
    
    
    $
    4.2
    
    
    $
    5.0SG&A
    
    
    2.5
    
    
    
    3.7
    
    
    
    5.1
    
    
    
    6.1Americas Outdoor AdvertisingDirect Operating Expenses
    
    $
    2.0
    
    
    $
    1.8
    
    
    $
    3.1
    
    
    $
    2.6SG&A
    
    
    0.8
    
    
    
    0.7
    
    
    
    1.2
    
    
    
    1.0International Outdoor AdvertisingDirect Operating Expenses
    
    $
    0.5
    
    
    $
    0.4
    
    
    $
    0.8
    
    
    $
    0.6SG&A
    
    
    0.2
    
    
    
    0.1
    
    
    
    0.3
    
    
    
    0.2Corporate
    
    $
    2.8
    
    
    $
    3.7
    
    
    $
    5.7
    
    
    $
    6.1
  -19-




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##### Table of Contents



The comparison of Three and Six Months Ended June 30, 2008 to Three and Six Months Ended June 30,
2007 is as follows:
 Three Months Ended
    
    
    
    
    
    
    Six Months EndedJune 30,
    
    
    %
    
    
    June 30,
    
    
    %(In thousands)
    
    2008
    
    
    2007
    
    
    Change
    
    
    2008
    
    
    2007
    
    
    ChangeRevenue
    
    $
    1,831,078
    
    
    $
    1,802,192
    
    
    
    2
    %
    
    $
    3,395,285
    
    
    $
    3,307,269
    
    
    
    3
    %Operating expenses:Direct operating expenses
    
    
    743,485
    
    
    
    676,255
    
    
    
    10
    %
    
    
    1,449,432
    
    
    
    1,304,134
    
    
    
    11
    %Selling, general and administrative expenses
    
    
    445,734
    
    
    
    447,190
    
    
    
    0
    %
    
    
    872,115
    
    
    
    863,509
    
    
    
    1
    %Depreciation and amortization
    
    
    142,188
    
    
    
    141,309
    
    
    
    1
    %
    
    
    294,466
    
    
    
    280,994
    
    
    
    5
    %Corporate expenses
    
    
    47,974
    
    
    
    43,044
    
    
    
    11
    %
    
    
    94,277
    
    
    
    91,194
    
    
    
    3
    %Merger expenses
    
    
    7,456
    
    
    
    2,684
    
    
    
    
    
    
    
    7,845
    
    
    
    4,370Gain on disposition of assets  net
    
    
    17,354
    
    
    
    3,996
    
    
    
    
    
    
    
    19,451
    
    
    
    10,943Operating income
    
    
    461,595
    
    
    
    495,706
    
    
    
    (7
    %)
    
    
    696,601
    
    
    
    774,011
    
    
    
    (10
    %)Interest expense
    
    
    82,175
    
    
    
    116,422
    
    
    
    
    
    
    
    182,178
    
    
    
    234,499Gain (loss) on marketable securities
    
    
    27,736
    
    
    
    (410
    )
    
    
    
    
    
    
    34,262
    
    
    
    (15
    )Equity in earnings of nonconsolidated
affiliates
    
    
    8,990
    
    
    
    11,435
    
    
    
    
    
    
    
    92,035
    
    
    
    16,699Other income (expense)  net
    
    
    (6,086
    )
    
    
    340
    
    
    
    
    
    
    
    5,701
    
    
    
    328Income before income taxes, minority interest
and discontinued operations
    
    
    410,060
    
    
    
    390,649
    
    
    
    
    
    
    
    646,421
    
    
    
    556,524Income tax benefit (expense):Current
    
    
    (101,047
    )
    
    
    (122,071
    )
    
    
    
    
    
    
    (124,880
    )
    
    
    (154,430
    )Deferred
    
    
    (24,090
    )
    
    
    (37,715
    )
    
    
    
    
    
    
    (66,838
    )
    
    
    (75,822
    )Income tax benefit (expense)
    
    
    (125,137
    )
    
    
    (159,786
    )
    
    
    
    
    
    
    (191,718
    )
    
    
    (230,252
    )Minority interest expense, net of tax
    
    
    7,628
    
    
    
    14,970
    
    
    
    
    
    
    
    16,017
    
    
    
    15,246Income before discontinued operations
    
    
    277,295
    
    
    
    215,893
    
    
    
    
    
    
    
    438,686
    
    
    
    311,026Income from discontinued operations, net
    
    
    5,032
    
    
    
    20,097
    
    
    
    
    
    
    
    643,294
    
    
    
    27,186Net income
    
    $
    282,327
    
    
    $
    235,990
    
    
    
    
    
    
    $
    1,081,980
    
    
    $
    338,212
 Consolidated Revenue
   Consolidated Direct Operating Expenses
   -20-




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##### Table of Contents



Consolidated Selling, General and Administrative Expenses, or SG&A
   Depreciation and Amortization
   Corporate Expenses
   Gain on Disposition of Assets  Net
   Interest Expense
  Gain on Marketable Securities
   -21-




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##### Table of Contents



Equity in Earnings of Nonconsolidated Affiliates
  Other Income (Expense)  Net
  Income Tax Benefit (Expense)
 Three Months
    Six Months
    Minority Interest Expense, Net of Tax
  Income from Discontinued Operations, Net
  -22-




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##### Table of Contents



Segment Revenue and Divisional Operating Expenses
 Radio Broadcasting
 Three Months Ended
    
    
    
    
    
    
    Six Months EndedJune 30,
    
    
    %
    
    
    June 30,
    
    
    %(In thousands)
    
    2008
    
    
    2007
    
    
    Change
    
    
    2008
    
    
    2007
    
    
    ChangeRevenue
    
    $
    891,483
    
    
    $
    945,963
    
    
    
    (6
    %)
    
    $
    1,661,094
    
    
    $
    1,745,164
    
    
    
    (5
    %)Direct operating expenses
    
    
    245,330
    
    
    
    242,681
    
    
    
    1
    %
    
    
    476,826
    
    
    
    477,199
    
    
    
    (0
    %)Selling, general and
administrative expenses
    
    
    285,961
    
    
    
    305,958
    
    
    
    (7
    %)
    
    
    555,243
    
    
    
    582,651
    
    
    
    (5
    %)Depreciation and amortization
    
    
    21,015
    
    
    
    28,249
    
    
    
    (26
    %)
    
    
    52,502
    
    
    
    58,150
    
    
    
    (10
    %)Operating income
    
    $
    339,177
    
    
    $
    369,075
    
    
    
    (8
    %)
    
    $
    576,523
    
    
    $
    627,164
    
    
    
    (8
    %)
 Three Months
    Six Months
    -23-




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##### Table of Contents



Americas Outdoor Advertising
 Three Months Ended
    
    
    
    
    
    
    Six Months EndedJune 30,
    
    
    %
    
    
    June 30,
    
    
    %(In thousands)
    
    2008
    
    
    2007
    
    
    Change
    
    
    2008
    
    
    2007
    
    
    ChangeRevenue
    
    $
    384,978
    
    
    $
    376,843
    
    
    
    2
    %
    
    $
    718,340
    
    
    $
    693,866
    
    
    
    4
    %Direct operating expenses
    
    
    161,020
    
    
    
    144,885
    
    
    
    11
    %
    
    
    317,265
    
    
    
    279,799
    
    
    
    13
    %Selling, general and
administrative expenses
    
    
    60,057
    
    
    
    56,125
    
    
    
    7
    %
    
    
    118,432
    
    
    
    110,368
    
    
    
    7
    %Depreciation and amortization
    
    
    49,273
    
    
    
    46,632
    
    
    
    6
    %
    
    
    99,372
    
    
    
    93,193
    
    
    
    7
    %Operating income
    
    $
    114,628
    
    
    $
    129,201
    
    
    
    (11
    %)
    
    $
    183,271
    
    
    $
    210,506
    
    
    
    (13
    %)
 Three Months
   Six Months
   International Outdoor Advertising
 Three Months Ended
    
    
    
    
    
    
    Six Months EndedJune 30,
    
    
    %
    
    
    June 30,
    
    
    %(In thousands)
    
    2008
    
    
    2007
    
    
    Change
    
    
    2008
    
    
    2007
    
    
    ChangeRevenue
    
    $
    529,830
    
    
    $
    459,870
    
    
    
    15
    %
    
    $
    972,047
    
    
    $
    833,703
    
    
    
    17
    %Direct operating expenses
    
    
    329,224
    
    
    
    284,258
    
    
    
    16
    %
    
    
    643,813
    
    
    
    543,549
    
    
    
    18
    %Selling, general and
administrative expenses
    
    
    90,977
    
    
    
    78,432
    
    
    
    16
    %
    
    
    177,212
    
    
    
    151,722
    
    
    
    17
    %Depreciation and amortization
    
    
    55,491
    
    
    
    51,521
    
    
    
    8
    %
    
    
    110,482
    
    
    
    100,630
    
    
    
    10
    %Operating income
    
    $
    54,138
    
    
    $
    45,659
    
    
    
    19
    %
    
    $
    40,540
    
    
    $
    37,802
    
    
    
    7
    %
 Three Months
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Six Months
   Reconciliation of Segment Operating Income (Loss) to Consolidated Operating Income
 Three Months ended June 30,
    
    
    Six Months ended June 30,(In thousands)
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Radio Broadcasting
    
    $
    339,177
    
    
    $
    369,075
    
    
    $
    576,523
    
    
    $
    627,164Americas Outdoor Advertising
    
    
    114,628
    
    
    
    129,201
    
    
    
    183,271
    
    
    
    210,506International Outdoor Advertising
    
    
    54,138
    
    
    
    45,659
    
    
    
    40,540
    
    
    
    37,802Other
    
    
    (4,613
    )
    
    
    (2,407
    )
    
    
    (13,257
    )
    
    
    (8,602
    )Gain on disposition of assets  net
    
    
    17,354
    
    
    
    3,996
    
    
    
    19,451
    
    
    
    10,943Corporate and merger expenses
    
    
    (59,089
    )
    
    
    (49,818
    )
    
    
    (109,927
    )
    
    
    (103,802
    )Consolidated operating income
    
    $
    461,595
    
    
    $
    495,706
    
    
    $
    696,601
    
    
    $
    774,011
 LIQUIDITY AND CAPITAL RESOURCES
  (In thousands)Indebtedness
    
    AmountTerm Loan A
    
    $
    1,331,500.0Term Loan B
    
    
    10,700,000.0Term Loan C
    
    
    695,879.0Delayed Draw Facility
    
    
    Receivables Based Facility
    
    
    533,500.0Revolving Credit Facility
    
    
    80,000.0Senior Cash Pay Notes
    
    
    980,000.0Senior Toggle Notes
    
    
    1,330,000.0Existing Clear Channel Senior Notes
    
    
    5,025,000.0Existing Clear Channel Subsidiary Debt
    
    
    111,929.2Total Indebtedness
    
    $
    20,787,808.2
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Cash Flows
 Six Months Ended June 30,(In thousands)
    
    2008
    
    2007Cash provided by (used in):Operating activities
    
    $
    685,955
    
    
    $
    670,994Investing activities
    
    $
    (178,129
    )
    
    $
    (202,016
    )Financing activities
    
    $
    (998,741
    )
    
    $
    (566,703
    )Discontinued operations
    
    $
    1,013,860
    
    
    $
    73,509
 Operating Activities
  Investing Activities
  Financing Activities
  Discontinued Operations
  Anticipated Cash Requirements
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June 30,
    
    
    December 31,(In millions)
    
    2008
    
    
    2007Credit facilities
    
    $
    
    
    
    $
    174.6Long-term bonds (a)
    
    
    5,671.2
    
    
    
    6,294.5Other borrowings
    
    
    101.1
    
    
    
    106.1Total Debt
    
    
    5,772.3
    
    
    
    6,575.2Less: Cash and cash equivalents
    
    
    668.1
    
    
    
    145.1$
    5,104.2
    
    
    $
    6,430.1
 
 (a)
    
    Includes $1.3 million and $3.2 million at June 30, 2008 and December 31, 2007,
respectively, in unamortized fair value purchase accounting adjustment premiums related to
the merger with AMFM. Also includes positive $13.8 million and $11.4 million fair value
adjustments for interest rate swap agreements at June 30, 2008 and December 31, 2007,
respectively. Credit Facility
  New Debt Incurred in Connection with the Merger
  
    
    a $1.33 billion term loan A facility, with a maturity of six years;
    
    a $10.7 billion term loan B facility with a maturity of seven years and six months;
    
    a $695.9 million term loan C- asset sale facility, with a maturity of seven years and six
months;
    
    $1.25 billion delayed draw term loan facilities with maturities of seven years
and six months, up to $750 million of which may be drawn on or
after the merger closing date to
purchase or repay Clear Channels outstanding 7.65% senior notes due 2010, and the
remainder of which will be available after the merger closing date to purchase or repay Clear
Channels outstanding 4.25% senior notes due 2009;
    
    a $2.0 billion revolving credit facility with a maturity of six years, including
a letter of credit sub-facility and a swingline loan sub-facility;
    
    a $783.5 million receivables based credit facility providing revolving credit
commitments in an amount equal to the initial borrowing of
$533.5 million on the merger closing
date plus $250 million, subject to a borrowing base; and
    
    $980.0 million aggregate principal amount of 10.75% senior cash pay notes due
2016 and $1.33 billion aggregate principal amount of 11.00%/11.75% senior toggle notes
due 2016.
 Senior Secured Credit Facilities
   
    
    with respect to loans under the term loan A facility and the revolving credit
facility, (i) 2.40%, in the case of base rate loans and (ii) 3.40%, in the case of
Eurodollar loans; and
    
    with respect to loans under the term loan B facility, term loan C  asset sale
facility and delayed draw term loan facilities, (i) 2.65%, in the case of base rate
loans and (ii) 3.65%, in the case of Eurodollar loans.
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
    
    50% (which percentage will be reduced to 25% and to 0% based upon our leverage
ratio) of our annual excess cash flow (as calculated in accordance with the senior
secured credit facilities), less any voluntary prepayments of term loans and revolving
credit loans (to the extent accompanied by a permanent reduction of the commitment) and
subject to customary credits;
    
    100% of the net cash proceeds of sales or other dispositions (including casualty
and condemnation events) of specified assets being marketed for sale, subject to certain
exceptions;
    
    100% (which percentage will be reduced to 75% and 50% based upon our leverage
ratio) of the net cash proceeds of sales or other dispositions by us or our wholly-owned
restricted subsidiaries (including casualty and condemnation events) of assets other
than specified assets being marketed for sale, subject to reinvestment rights and
certain other exceptions; and
    
    100% of the net cash proceeds of any incurrence of certain debt, other than debt
permitted under our senior secured credit facilities.
    
    
    the term loan A facility will amortize in quarterly installments commencing on
the first interest payment date after the second anniversary of the closing date of the
merger in annual amounts equal to 5% of the original funded principal amount of such
facility in years three and four, 10% thereafter, with the balance being payable on the
final maturity date of such term loans; and
    
    the term loan B facility, term loan C  asset sale facility and delayed draw term
loan facilities will amortize in quarterly installments on the first interest payment
date after the third anniversary of the closing date of the merger, in annual amounts
equal to 2.5% of the original funded principal amount of such facilities in years four
and five and 1% thereafter, with the balance being payable on the final maturity date of
such term loans.
   
    
    a first-priority lien on the capital stock of Clear Channel;
    
    100% of the capital stock of any future material wholly-owned domestic license
subsidiary that is not a Restricted Subsidiary under the indenture governing our
Existing Notes;
    
    certain specified assets of Clear Channel and the guarantors
that do not constitute principal property (as defined in the indenture governing our
Existing Notes), including certain specified assets being marketed for sale;
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
    
    certain specified assets of Clear Channel and the guarantors
that constitute principal property (as defined in the indenture governing our Existing
Notes) securing obligations under the senior secured credit facilities up to the maximum
amount permitted to be secured by such assets without requiring equal and ratable
security under the indenture governing our Existing Notes; and
    
    a second-priority lien on the accounts receivable and related assets securing our
receivables based credit facility.
   
    
    incur additional indebtedness;
    
    create liens on assets;
    
    engage in mergers, consolidations, liquidations and dissolutions;
    
    sell assets;
    
    pay dividends and distributions or repurchase our capital stock;
    
    make investments, loans, or advances;
    
    prepay certain junior indebtedness;
    
    engage in certain transactions with affiliates;
    
    amend material agreements governing certain junior indebtedness; and
    
    change our lines of business.
  Receivables Based Credit Facility
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Senior Notes
     Dispositions and Other
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Dividends
 (In millions, except per share data)
 Amount perDeclaration Date
    
    Common Share
    
    Record Date
    
    Payment Date
    
    Total PaymentDecember 3, 2007
    
    
    0.1875
    
    
    December 31, 2007
    
    January 15, 2008
    
    $
    93.4
  Tender Offer and Consent Solicitation
   Acquisitions
  Capital Expenditures
  Six Months Ended June 30, 2008 Capital ExpendituresAmericas
    
    
    InternationalOutdoor
    
    
    Outdoor
    
    
    Corporate(In millions)
    
    Radio
    
    
    Advertising
    
    
    Advertising
    
    
    and Other
    
    
    TotalNon-revenue producing
    
    $
    35.0
    
    
    $
    20.7
    
    
    $
    22.7
    
    
    $
    3.4
    
    
    $
    81.8Revenue producing
    
    
    
    
    
    
    51.1
    
    
    
    78.8
    
    
    
    
    
    
    
    129.9$
    35.0
    
    
    $
    71.8
    
    
    $
    101.5
    
    
    $
    3.4
    
    
    $
    211.7
 Commitments, Contingencies and Guarantees
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Debt Maturities and Other
     Interest Rate Risk
    Equity Price Risk
  Foreign Currency
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Recent Accounting Pronouncements
 Disclosures about Derivative Instruments and Hedging Activities
 Determination of the Useful Life of Intangible Assets Goodwill and Other Intangible Assets
 Inflation
  Ratio of Earnings to Fixed Charges
  Six Months Ended June 30,
    
    Year Ended December 31,2008
    
    2007
    
    2007
    
    2006
    
    2005
    
    2004
    
    20032.36
    
    
    2.24
    
    
    
    2.38
    
    
    
    2.27
    
    
    
    2.24
    
    
    
    2.76
    
    
    
    3.56
  Risks Regarding Forward-Looking Statements
   
    
    the impact of the substantial indebtedness incurred to finance the consummation of
the merger;
    
    the need to allocate significant amounts of our cash flow to make payments on our
indebtedness, which in turn could reduce our financial flexibility and ability to fund
other activities;
    
    the impact of planned divestitures;
    
    the impact of general economic and political conditions in the U.S. and in other
countries in which we currently do business, including those resulting from recessions,
political events and acts or threats of terrorism or military conflicts;
    
    the impact of the geopolitical environment;
    
    our ability to integrate the operations of recently acquired companies;
    
    shifts in population and other demographics;
    
    industry conditions, including competition;
    
    fluctuations in operating costs;
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
    
    technological changes and innovations;
    
    changes in labor conditions;
    
    fluctuations in exchange rates and currency values;
    
    capital expenditure requirements;
    
    the outcome of pending and future litigation settlements;
    
    legislative or regulatory requirements;
    
    changes in interest rates;
    
    the effect of leverage on our financial position and earnings;
    
    taxes;
    
    access to capital markets; and
    
    certain other factors set forth in our filings with the Securities and Exchange
Commission.
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
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Part II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
    Merger-Related Litigation
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Item 1A. Risk Factors
 Risks Relating to Ownership of Our Class A Common Stock
 Entities advised by or affiliated with Thomas H. Lee Partners, L.P. and Bain Capital Partners, LLC
control us and may have conflicts of interest with us in the future.
   The market price and trading volume of our Class A common stock may be volatile.
  
    
    as a result of the risk factors listed in this quarterly report on Form 10-Q;
    
    actual or anticipated fluctuations in our operating results;
    
    for reasons unrelated to operating performance, such as reports by industry
analysts, investor perceptions, or negative announcements by our customers or
competitors regarding their own performance;
    
    regulatory changes that could impact our business; and
    
    general economic and industry conditions.
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We have the ability to terminate our Exchange Act reporting, if permitted by applicable law, two
years after the completion of the merger.
  There is no assurance that you will ever receive cash dividends on our Class A common stock.
  We have a large amount of indebtedness
   
    
    limitations on our ability to obtain financing in the future;
    
    much of our cash flow will be dedicated to the payment of principal and interest
on indebtedness, thereby reducing cash available for other purposes, including to
fund operations and capital expenditures, invest in new technology and pursue other
business opportunities;
    
    limiting our liquidity and operational flexibility and limiting our ability to
obtain additional financing for working capital, capital expenditures, debt service
requirements, acquisitions and general corporate or other purposes;
    
    limiting our ability to adjust to changing economic, business and competitive
conditions;
    
    requiring us to consider deferring planned capital expenditures, reducing
discretionary spending, selling assets, restructuring existing indebtedness or
deferring acquisitions or other strategic opportunities;
    
    limiting our ability to refinance any of our indebtedness or increasing the cost
of any such financing in any downturn in our operating performance or decline in
general economic conditions;
    
    making us more vulnerable to an increase in interest rates, a downturn in our
operating performance or a decline in general economic conditions; and
    
    making us more susceptible to changes in credit ratings which could, particularly
in the case of a downgrade below investment grade, impact our ability to obtain
financing in the future and increase the cost of such financing.
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The documents governing our indebtedness contain restrictions that limit our flexibility in
operating our business.
   Our failure to comply with the covenants in the documents governing the terms of our indebtedness
could be an event of default and could accelerate the payment obligations and, in some cases, could
affect other obligations with cross-default and cross-acceleration provisions.
  Risks Relating to Our Business
 Our business is dependent upon the performance of on-air talent and program hosts, as well as
our management team and other key employees.
   Doing business in foreign countries creates certain risks not found in doing business in the United
States.
  
    
    exposure to local economic conditions;
    
    potential adverse changes in the diplomatic relations of foreign countries with
the United States;
    
    hostility from local populations;
    
    the adverse effect of currency exchange controls;
    
    restrictions on the withdrawal of foreign investment and earnings;
    
    government policies against businesses owned by foreigners;
    
    investment restrictions or requirements;
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
    
    expropriations of property;
    
    the potential instability of foreign governments;
    
    the risk of insurrections;
    
    risks of renegotiation or modification of existing agreements with governmental
authorities;
    
    foreign exchange restrictions;
    
    withholding and other taxes on remittances and other payments by subsidiaries;
and
    
    changes in taxation structure.
 Exchange rates may cause future losses in our international operations.
  Extensive government regulation may limit our broadcasting operations.
   We may be adversely affected by new statutes dealing with indecency.
  Antitrust regulations may limit future acquisitions.
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Environmental, health, safety and land use laws and regulations may limit or restrict some of our
operations.
  Government regulation of outdoor advertising may restrict our outdoor advertising operations.
     -40-




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Additional restrictions on outdoor advertising of tobacco, alcohol and other products may further
restrict the categories of clients that can advertise using our products.
  Future acquisitions could pose risks.
  
    
    certain of our acquisitions may prove unprofitable and fail to generate
anticipated cash flows;
    
    to successfully manage our large portfolio of broadcasting, outdoor advertising
and other properties, we may need to:
 (i)
    
    recruit additional senior management as we cannot be assured that senior
management of acquired companies will continue to work for us and, in this highly
competitive labor market, we cannot be certain that any of our recruiting efforts will
succeed, and(ii)
    
    Expand corporate infrastructure to facilitate the integration
of our operations with those of acquired properties, because failure to do so
may cause us to lose the benefits of any expansion that it decides to undertake
by leading to disruptions in our ongoing businesses or by distracting its
management;
 
    
    entry into markets and geographic areas where we have limited or no experience;
    
    we may encounter difficulties in the integration of operations and systems;
    
    our managements attention may be diverted from other business concerns; and
    
    we may lose key employees of acquired companies or stations.
  Capital requirements necessary to implement strategic initiatives could pose risks.
  We face intense competition in the broadcasting and outdoor advertising industries.
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Our financial performance may be adversely affected by certain variables which are not in our
control.
  
    
    unfavorable economic conditions, both general and relative to the radio
broadcasting, outdoor advertising and all related media industries, which may cause
companies to reduce their expenditures on advertising;
    
    unfavorable shifts in population and other demographics which may cause us to
lose advertising customers as people migrate to markets where we have a smaller
presence, or which may cause advertisers to be willing to pay less in advertising
fees if the general population shifts into a less desirable age or geographical
demographic from an advertising perspective;
    
    an increased level of competition for advertising dollars, which may lead to
lower advertising rates as we attempt to retain customers or which may cause us to
lose customers to our competitors who offer lower rates that we are unable or
unwilling to match;
    
    unfavorable fluctuations in operating costs which we may be unwilling or unable
to pass through to our customers;
    
    technological changes and innovations that we are unable to adopt or is late in
adopting that offer more attractive advertising or listening alternatives than what
we currently offer, which may lead to a loss of advertising customers or to lower
advertising rates;
    
    the impact of potential new royalties charged for terrestrial radio broadcasting
which could materially increase our expenses;
    
    unfavorable changes in labor conditions which may require us to spend more to
retain and attract key employees; and
    
    changes in governmental regulations and policies and actions of federal
regulatory bodies which could restrict the advertising media which we employ or
restrict some or all of our customers that operate in regulated areas from using
certain advertising media, or from advertising at all.
 New technologies may affect our broadcasting operations.
  We may be adversely affected by a general deterioration in economic conditions.
  We may be adversely affected by the occurrence of extraordinary events, such as terrorist attacks.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
 ExhibitNumber
    
    Description2.1
    
    
    Agreement and Plan of Merger among BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC and Clear Channel Communications, Inc., dated as of November 16, 2006 (incorporated by reference to the exhibits to Clear Channels Current Report on Form 8-K dated November 16, 2006).2.2
    
    
    Amendment No. 1, dated April 18, 2007, to the Agreement and Plan of Merger, dated as of November 16, 2006, by and among BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC and Clear Channel Communications, Inc. (incorporated by reference to the exhibits to Clear Channels Current Report on Form 8-K dated 
April 18, 2007).2.3
    
    
    Amendment No. 2, dated May 17, 2007, to the Agreement and Plan of Merger, dated as of November 16, 2006, by and among BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, BT Triple Crown Holdings III, Inc. and Clear Channel Communications, Inc., as amended (incorporated by reference to the exhibits to Clear Channels Current Report on Form 8-K dated May 18, 2007).2.4
    
    
    Asset Purchase Agreement dated April 20, 2007,
between Clear Channel Broadcasting, Inc., ABO Broadcasting Operations, LLC, Ackerley Broadcasting Fresno, LLC,
AK Mobile Television, Inc., Bel Meade Broadcasting, Inc., Capstar Radio Operating Company, Capstar TX Limited
Partnership, CCB Texas Licenses, L.P., Central NY News, Inc., Citicasters Co., Clear Channel Broadcasting
Licenses, Inc., Clear Channel Investments, Inc. and TV Acquisition LLC (incorporated by reference to the
exhibits to Clear Channels Current Report on Form 8-K
dated April 26, 2007).3.1
    
    
    Third Amended and Restated Certificate of Incorporation of the
Company (Incorporated by reference to Exhibit 3.1 to the Companys
Registration Statement on Form S-4 (Registration No. 333-151345)
declared effective by the Securities and Exchange Commission on
June 17, 2008)3.2
    
    
    Amended and Restated Bylaws of the Company (Incorporated by
reference to Exhibit 3.2 to the Companys Registration Statement
on Form S-4 (Registration No. 333-151345) declared effective by
the Securities and Exchange Commission on June 17, 2008)4.1
    
    
    Senior Indenture dated October 1, 1997, by and between Clear
Channel Communications, Inc. and The Bank of New York as Trustee
(incorporated by reference to Exhibit 4.2 to Clear
Channels
Quarterly Report on Form 10-Q for the quarter ended September 30,
1997).4.2
    
    
    Second Supplemental Indenture dated June 16, 1998 to Senior
Indenture dated October 1, 1997, by and between Clear Channel
Communications, Inc. and the Bank of New York, as Trustee
(incorporated by reference to Exhibit 4.1 to Clear Channels Current
Report on Form 8-K dated August 27, 1998).4.3
    
    
    Third Supplemental Indenture dated June 16, 1998 to Senior
Indenture dated October 1, 1997, by and between Clear Channel
Communications, Inc. and the Bank of New York, as Trustee
(incorporated by reference to Exhibit 4.2 to Clear
Channels  Current
Report on Form 8-K dated August 27, 1998).4.4
    
    
    Ninth Supplemental Indenture dated September 12, 2000, to Senior
Indenture dated October 1, 1997, by and between Clear Channel
Communications, Inc. and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 4.11 to Clear Channels
Quarterly Report on Form 10-Q for the quarter ended September 30,
2000).4.5
    
    
    Eleventh Supplemental Indenture dated January 9, 2003, to Senior
Indenture dated October 1, 1997, by and between Clear Channel
Communications, Inc. and The Bank of New York as Trustee
(incorporated by reference to Exhibit 4.17 to Clear Channels
Annual Report on Form 10-K for the year ended December 31, 2002).4.6
    
    
    Twelfth Supplemental Indenture dated March 17, 2003, to Senior
Indenture dated October 1, 1997, by and between Clear Channel
Communications, Inc. and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 99.3 to Clear Channels
Current Report on Form 8-K dated March 18, 2003).
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ExhibitNumber
    
    Description4.7
    
    
    Thirteenth Supplemental Indenture dated May 1, 2003, to Senior
Indenture dated October 1, 1997, by and between Clear Channel
Communications, Inc. and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 99.3 to Clear Channels
Current Report on Form 8-K dated May 2, 2003).4.8
    
    
    Fourteenth Supplemental Indenture dated May 21, 2003, to Senior
Indenture dated October 1, 1997, by and between Clear Channel
Communications, Inc. and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 99.3 to Clear Channels
Current Report on Form 8-K dated May 22, 2003).4.9
    
    
    Sixteenth Supplemental Indenture dated December 9, 2003, to Senior
Indenture dated October 1, 1997, by and between Clear Channel
Communications, Inc. and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 99.3 to Clear Channels
Current Report on Form 8-K dated December 10, 2003).4.10
    
    
    Seventeenth Supplemental Indenture dated September 15, 2004, to
Senior Indenture dated October 1, 1997, by and between Clear
Channel Communications, Inc. and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 10.1 to Clear Channels
Current Report on Form 8-K dated September 15, 2004).4.11
    
    
    Eighteenth Supplemental Indenture dated November 22, 2004, to
Senior Indenture dated October 1, 1997, by and between Clear
Channel Communications, Inc. and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 10.1 to Clear Channels
Current Report on Form 8-K dated November 17, 2004).4.12
    
    
    Nineteenth Supplemental Indenture dated December 13, 2004, to
Senior Indenture dated October 1, 1997, by and between Clear
Channel Communications, Inc. and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 10.1 to Clear Channels
Current Report on Form 8-K dated December 13, 2004).4.13
    
    
    Twentieth Supplemental Indenture dated March 21, 2006, to Senior
Indenture dated October 1, 1997, by and between Clear Channel
Communications, Inc. and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 10.1 to Clear Channels
Current Report on Form 8-K dated March 21, 2006).4.14
    
    
    Twenty-first Supplemental Indenture dated August 15, 2006, to
Senior Indenture dated October 1, 1997, by and between Clear
Channel Communications, Inc. and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 10.1 to Clear Channels
Current Report on Form 8-K dated August 16, 2006).4.15
    
    
    Twenty-Second Supplemental Indenture, dated as of January 2, 2008,
by and between Clear Channel and The Bank of New York Trust
Company, N.A. (incorporated by reference to Exhibit 4.1 to Clear
Channels Current Report on Form 8-K dated January 4, 2008).4.16
    
    
    Fourth Supplemental Indenture, dated as of January 2, 2008, by and
among AMFM, The Bank of New York Trust Company, N.A., and the
guarantors party thereto (incorporated by reference to Exhibit 4.2
to Clear Channels Current Report on Form 8-K dated January 4,
2008).10.1
    
    
    First Amended and Restated Management Agreement, dated as of July
28, 2008, by and among CC Media Holdings, Inc., BT Triple Crown
Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco,
LLC, THL Managers VI, LLC and Bain Capital Partners, LLC
(Incorporated by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K filed July 30, 2008)10.2
    
    
    Stockholders Agreement, dated as of July 29, 2008, by and among CC
Media Holdings, Inc., Clear Channel Capital IV, LLC, Clear
Channel Capital V, L.P., L. Lowry Mays, Randall T. Mays, Mark P.
Mays, LLM Partners, Ltd., MPM Partners, Ltd. and RTM Partners,
Ltd. (Incorporated by reference to Exhibit 4 to the Companys Form
8-A Registration Statement filed July 30, 2008)
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##### Table of Contents



ExhibitNumber
    
    Description10.3
    
    
    Side Letter Agreement, dated as of July 29, 2008, among CC Media
Holdings, Inc., Clear Channel Capital IV, LLC, Clear Channel
Capital V, L.P., L. Lowry Mays, Mark P. Mays, Randall T. Mays, LLM
Partners, Ltd., MPM Partners Ltd. and RTM Partners, Ltd.
(Incorporated by reference to Exhibit 5 to the Companys Form 8-A
Registration Statement filed July 30, 2008)10.4
    
    
    Affiliate Transactions Agreement, dated as of July 30, 2008, by
and among CC Media Holdings, Inc., Bain Capital Fund IX, L.P.,
Thomas H. Lee Equity Fund VI, L.P. and BT Triple Crown Merger Co.,
Inc. (Incorporated by reference to Exhibit 6 to the Companys Form
8-A Registration Statement filed July 30, 2008)10.5
    
    
    Employment Agreement, dated as of April 24, 2007, by and between L. Lowey. Mays and Clear Channel Communications, Inc. (Incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed May 1, 2007)10.6
    
    
    Employment Agreement, dated as of April 24, 2007, by and between Mark P. Mays and Clear Channel Communications, Inc. (Incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed May 1, 2007)10.7
    
    
    Employment Agreement, dated as of April 24, 2007, by and between Randall T. Mays and Clear Channel Communications, Inc. (Incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed May 1, 2007)10.8
    
    
    Employment Agreement, dated as of July 28, 2008, by and among
Randall T. Mays, CC Media Holdings, Inc. and BT Triple Crown
Merger Co., Inc. (Incorporated by reference to Exhibit 10.5 to the
Companys Current Report on Form 8-K filed July 30, 2008)10.9
    
    
    Employment Agreement, dated as of July 28, 2008, by and among Mark
P. Mays, CC Media Holdings, Inc. and BT Triple Crown Merger Co.,
Inc. (Incorporated by reference to Exhibit 10.6 to the Companys
Current Report on Form 8-K filed July 30, 2008)10.10
    
    
    Employment Agreement, dated as of July 28, 2008, by and among L.
Lowry Mays, CC Media Holdings, Inc. and BT Triple Crown Merger
Co., Inc. (Incorporated by reference to Exhibit 10.7 to the
Companys Current Report on Form 8-K filed July 30, 2008)10.11
    
    
    Employment Agreement, dated as of June 29, 2008, by and between
John E. Hogan and Clear Channel Broadcasting, Inc. (Incorporated
by reference to Exhibit 10.8 to the Companys Current Report on
Form 8-K filed July 30, 2008)10.12
    
    
    Employment Agreement, dated as of August 5, 2005, by and between Paul Meyer and Clear Channel Communications, Inc. (Incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed August 10, 2005)10.13
    
    
    Credit Agreement, dated as of May 13, 2008, by and among Clear
Channel Communications, Inc. (as the successor-in-interest to BT
Triple Crown Merger Co., Inc. following the effectiveness of the
Merger), the subsidiary co-borrowers of the Company party thereto,
Clear Channel Capital I, LLC, the lenders party thereto, Citibank,
N.A., as Administrative Agent, and the other agents party thereto
(Incorporated by reference to Exhibit 10.2 to the Companys
Registration Statement on Form S-4 (Registration No. 333-151345)
declared effective by the Securities and Exchange Commission on
June 17, 2008)10.14
    
    
    Amendment No. 1, dated as of July 9, 2008, to the Credit
Agreement, dated as of May 13, 2008, by and among Clear Channel
Communications, Inc., the subsidiary co-borrowers of the Company
party thereto, Clear Channel Capital I, LLC, the lenders party
thereto, Citibank, N.A., as Administrative Agent, and the other
agents party thereto (Incorporated by reference to Exhibit 10.10
to the Companys Current Report on Form 8-K filed July 30, 2008)10.15
    
    
    Amendment No. 2, dated as of July 28, 2008, to the Credit
Agreement, dated as of May 13, 2008, by and among Clear Channel
Communications, Inc., the subsidiary co-borrowers of the Company
party thereto, Clear Channel Capital I, LLC, the lenders party
thereto, Citibank, N.A., as Administrative Agent, and the other
agents party thereto (Incorporated by reference to Exhibit 10.11
to the Companys Current Report on Form 8-K filed July 30, 2008)10.16
    
    
    Credit Agreement, dated as of May 13, 2008, by and among Clear
Channel Communications, Inc. (as the successor-in-interest to BT
Triple Crown Merger Co., Inc. following the effectiveness of the
Merger), the subsidiary borrowers of the Company party thereto,
Clear Channel Capital I, LLC, the lenders party thereto, Citibank,
N.A., as Administrative Agent, and the other agents party thereto
(Incorporated by reference to Exhibit 10.3 to the Companys
Registration Statement on Form S-4 (Registration No. 333-151345)
declared effective by the Securities and Exchange Commission on
June 17, 2008)10.17
    
    
    Amendment No. 1, dated as of July 9, 2008, to the Credit
Agreement, dated as of May 13, 2008, by and among Clear Channel
Communications, Inc., the subsidiary borrowers of the Company
party thereto, Clear Channel Capital I, LLC, the lenders party
thereto, Citibank, N.A., as Administrative Agent, and the other
agents party thereto (Incorporated by reference to Exhibit 10.13
to the Companys Current Report on Form 8-K filed July 30, 2008)
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##### Table of Contents



ExhibitNumber
    
    Description10.18
    
    
    Amendment No. 2, dated as of July 28 2008, to the Credit
Agreement, dated as of May 13, 2008, by and among Clear Channel
Communications, Inc., the subsidiary borrowers of the Company
party thereto, Clear Channel Capital I, LLC, the lenders party
thereto, Citibank, N.A., as Administrative Agent, and the other
agents party thereto (Incorporated by reference to Exhibit 10.14
to the Companys Current Report on Form 8-K filed July 30, 2008)10.19
    
    
    Purchase Agreement, dated May 13, 2008, by and among BT Triple
Crown Merger Co., Inc., Deutsche Bank Securities Inc., Morgan
Stanley & Co. Incorporated, Citigroup Global Markets Inc., Credit
Suisse Securities (USA) LLC, Greenwich Capital Markets, Inc. and
Wachovia Capital Markets, LLC (Incorporated by reference to
Exhibit 10.4 to the Companys Registration Statement on Form S-4
(Registration No. 333-151345) declared effective by the Securities
and Exchange Commission on June 17, 2008)10.20
    
    
    Indenture, dated July 30, 2008, by and among BT Triple Crown
Merger Co., Inc., Law Debenture Trust Company of New York,
Deutsche Bank Trust Company Americas and Clear Channel
Communications, Inc. (as the successor-in-interest to BT Triple
Crown Merger Co., Inc. following the effectiveness of the Merger)
(Incorporated by reference to Exhibit 10.16 to the Companys
Current Report on Form 8-K filed July 30, 2008)10.21
    
    
    Supplemental Indenture, dated July 30, 2008, by and among Clear
Channel Capital I, LLC, certain subsidiaries of Clear Channel
Communications, Inc. party thereto and Law Debenture Trust Company
of New York (Incorporated by reference to Exhibit 10.17 to the
Companys Current Report on Form 8-K filed July 30, 2008)10.22
    
    
    Registration Rights Agreement, dated July 30, 2008, by and among
Clear Channel Communications, Inc., certain subsidiaries of Clear
Channel Communications, Inc. party thereto, Deutsche Bank
Securities Inc., Morgan Stanley & Co. Incorporated, Citigroup
Global Markets Inc., Credit Suisse Securities (USA) LLC, Greenwich
Capital Markets, Inc. and Wachovia Capital Markets, LLC
(Incorporated by reference to Exhibit 10.18 to the Companys
Current Report on Form 8-K filed July 30, 2008)10.23
    
    
    Clear Channel 2008 Incentive Plan (Incorporated by reference to
Exhibit 10.19 to the Companys Current Report on Form 8-K filed
July 30, 2008)10.24
    
    
    Form of Senior Executive Option Agreement (Incorporated by
reference to Exhibit 10.20 to the Companys Current Report on Form
8-K filed July 30, 2008)10.25
    
    
    Form of Senior Executive Restricted Stock Award Agreement
(Incorporated by reference to Exhibit 10.21 to the Companys
Current Report on Form 8-K filed July 30, 2008)10.26
    
    
    Form of Senior Management Option Agreement (Incorporated by
reference to Exhibit 10.22 to the Companys Current Report on Form
8-K filed July 30, 2008)10.27
    
    
    Form of Executive Option Agreement (Incorporated by reference to
Exhibit 10.23 to the Companys Current Report on Form 8-K filed
July 30, 2008)10.28
    
    
    Clear Channel 2008 Investment Program (Incorporated by reference
to Exhibit 10.24 to the Companys Current Report on Form 8-K filed
July 30, 2008)10.29
    
    
    Clear Channel 2008 Annual Incentive Plan (Incorporated by
reference to Exhibit 10.25 to the Companys Current Report on Form
8-K filed July 30, 2008)10.30
    
    
    Form of Indemnification Agreement (Incorporated by reference to
Exhibit 10.26 to the Companys Current Report on Form 8-K filed
July 30, 2008)
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##### Table of Contents



ExhibitNumber
    
    Description10.31
    
    
    Amended and Restated Voting Agreement dated as of May 13, 2008 by
and among BT Triple Crown Merger Co., Inc., B Triple Crown Finco,
LLC, T Triple Crown Finco, LLC, CC Media Holdings, Inc.,
Highfields Capital I LP, Highfields Capital II LP, Highfields
Capital III LP and Highfields Capital Management LP (Incorporated
by reference to Annex E to the Companys Registration Statement on
Form S-4 (Registration No. 333-151345) declared effective by the
Securities and Exchange Commission on June 17, 2008)10.32
    
    
    Voting Agreement dated as of May 13, 2008 by and among BT Triple
Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown
Finco, LLC, CC Media Holdings, Inc., Abrams Capital Partners I,
LP, Abrams Capital Partners II, LP, Whitecrest Partners, LP,
Abrams Capital International, Ltd. and Riva Capital Partners, LP
(Incorporated by reference to Annex F to the Companys
Registration Statement on Form S-4 (Registration No. 333-151345)
declared effective by the Securities and Exchange Commission on
June 17, 2008)21.1
    
    
    Subsidiaries (Incorporated by reference to Exhibit 21.1 to the
Companys Current Report on Form 8-K filed July 30, 2008)11
    
    
    Statement re: Computation of Per Share Earnings.12
    
    
    Statement re: Computation of Ratios.31.1
    
    
    Certification of Chief Executive Officer Pursuant to Rules
13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934,
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.31.2
    
    
    Certification of Chief Financial Officer Pursuant to Rules
13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934,
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.32.1
    
    
    Certification of Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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##### Table of Contents



Signatures
  CC MEDIA HOLDINGS, INC.August 11, 2008
    /s/ Randall T. MaysRandall T. MaysPresident and
Chief Financial OfficerAugust 11, 2008
    /s/ Herbert W. Hill, Jr.Herbert W. Hill, Jr.Senior Vice President and
Chief Accounting Officer -48-