##### 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 MARCH 31, 2009
 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
    
    78209San Antonio, Texas
    
    (Zip Code)(Address of principal executive offices)
 (210) 822-2828
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
  Class
    
    Outstanding at May 8, 2009Class A common stock, $.001 par value
    
    23,586,874Class 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 March 31, 2009 and December 31, 2008
    
    
    3Consolidated Statements of Operations for the three months ended March 31, 2009 and 2008
    
    
    5Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2009 and 2008
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    19Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    34Item 4T. Controls and Procedures
    
    
    34Part II  Other InformationItem 1. Legal Proceedings
    
    
    35Item 1A. Risk Factors
    
    
    35Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    35Item 3. Defaults Upon Senior Securities
    
    
    35Item 4. Submission of Matters to a Vote of Security Holders
    
    
    35Item 5. Other Information
    
    
    35Item 6. Exhibits
    
    
    36Signatures
    
    
    42EX-11EX-12EX-31.1EX-31.2EX-32.1EX-32.2
  - 2 -




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##### Table of Contents



Item 1. UNAUDITED FINANCIAL STATEMENTS
 CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 ASSETS
 (In thousands)
 March 31,
    
    
    December 31,2009
    
    
    2008(Unaudited)
    
    
    (As adjusted)*CURRENT ASSETSCash and cash equivalents
    
    $
    1,574,800
    
    
    $
    239,846Accounts receivable, net of allowance of $97,087 in 2009
and $97,364 in 2008
    
    
    1,223,406
    
    
    
    1,431,304Prepaid expenses
    
    
    130,346
    
    
    
    133,217Other current assets
    
    
    303,380
    
    
    
    262,188Total Current Assets
    
    
    3,231,932
    
    
    
    2,066,555PROPERTY, PLANT AND EQUIPMENTLand, buildings and improvements
    
    
    622,129
    
    
    
    614,811Structures
    
    
    2,381,571
    
    
    
    2,355,776Towers, transmitters and studio equipment
    
    
    362,103
    
    
    
    353,108Furniture and other equipment
    
    
    227,245
    
    
    
    242,287Construction in progress
    
    
    89,858
    
    
    
    128,7393,682,906
    
    
    
    3,694,721Less accumulated depreciation
    
    
    235,153
    
    
    
    146,5623,447,753
    
    
    
    3,548,159INTANGIBLE ASSETSDefinite-lived intangibles, net
    
    
    2,693,615
    
    
    
    2,881,720Indefinite-lived intangibles  licenses
    
    
    3,014,139
    
    
    
    3,019,803Indefinite-lived intangibles  permits
    
    
    1,502,320
    
    
    
    1,529,068Goodwill
    
    
    7,191,791
    
    
    
    7,090,621OTHER ASSETSNotes receivable
    
    
    11,461
    
    
    
    11,633Investments in, and advances to, nonconsolidated affiliates
    
    
    340,722
    
    
    
    384,137Other assets
    
    
    549,727
    
    
    
    560,260Other investments
    
    
    45,599
    
    
    
    33,507Total Assets
    
    $
    22,029,059
    
    
    $
    21,125,463
 
 *
    
    As adjusted for the adoption of Statement of Financial Accounting Standards No. 160,
Noncontrolling Interests in Consolidated Financial Statements  an amendment of ARB No. 51.This
statement is required to be adopted prospectively, except for reclassifying noncontrolling
interests to equity, separate from the parents shareholders equity, in the consolidated statement
of financial position and recasting consolidated net income (loss) to include net income (loss)
attributable to both the controlling and noncontrolling interests, both of which are required to be
adopted retrospectively.  - 3 -




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##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS EQUITY
(In thousands)
 March 31,
    
    
    December 31,2009
    
    
    2008(Unaudited)
    
    
    (As adjusted)*CURRENT LIABILITIESAccounts payable
    
    $
    109,116
    
    
    $
    155,240Accrued expenses
    
    
    708,371
    
    
    
    793,366Accrued interest
    
    
    108,429
    
    
    
    181,264Current portion of long-term debt
    
    
    803,438
    
    
    
    562,923Deferred income
    
    
    205,392
    
    
    
    153,153Total Current Liabilities
    
    
    1,934,746
    
    
    
    1,845,946Long-term debt
    
    
    20,213,290
    
    
    
    18,940,697Deferred income taxes
    
    
    2,620,927
    
    
    
    2,679,312Other long-term liabilities
    
    
    643,671
    
    
    
    575,739Commitments and contingent liabilities (Note 5)SHAREHOLDERS EQUITYNoncontrolling interest
    
    
    443,422
    
    
    
    426,220Common Stock
    
    
    82
    
    
    
    82Additional paid-in capital
    
    
    2,107,723
    
    
    
    2,100,995Retained deficit
    
    
    (5,460,215
    )
    
    
    (5,041,998
    )Accumulated other comprehensive loss
    
    
    (474,586
    )
    
    
    (401,529
    )Cost of shares held in treasury
    
    
    (1
    )
    
    
    (1
    )Total Shareholders Deficit
    
    
    (3,383,575
    )
    
    
    (2,916,231
    )Total Liabilities and Shareholders Deficit
    
    $
    22,029,059
    
    
    $
    21,125,463
 
 *
    
    As adjusted for the adoption of Statement of Financial Accounting Standards No. 160,
Noncontrolling Interests in Consolidated Financial Statements  an amendment of ARB No. 51.This
statement is required to be adopted prospectively, except for reclassifying noncontrolling
interests to equity, separate from the parents shareholders equity, in the consolidated statement
of financial position and recasting consolidated net income (loss) to include net income (loss)
attributable to both the controlling and noncontrolling interests, both of which are required to be
adopted retrospectively.  - 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)
 Three Months EndedMarch 31,2009
    
    
    2008 Pre-mergerPost-merger
    
    
    (As adjusted)*Revenue
    
    $
    1,207,987
    
    
    $
    1,564,207Operating expenses:Direct operating expenses (excludes depreciation and amortization)
    
    
    618,349
    
    
    
    705,947Selling, general and administrative expenses (excludes
depreciation and amortization)
    
    
    377,536
    
    
    
    426,381Depreciation and amortization
    
    
    175,559
    
    
    
    152,278Corporate expenses (excludes depreciation and amortization)
    
    
    47,635
    
    
    
    46,303Merger expenses
    
    
    
    
    
    
    389Other operating income (expense)  net
    
    
    (2,894
    )
    
    
    2,097Operating income (loss)
    
    
    (13,986
    )
    
    
    235,006Interest expense
    
    
    387,053
    
    
    
    100,003Gain on marketable securities
    
    
    
    
    
    
    6,526Equity in earnings (loss) of nonconsolidated affiliates
    
    
    (4,188
    )
    
    
    83,045Other income (expense)  net
    
    
    (3,180
    )
    
    
    11,787Income (loss) before income taxes and discontinued operations
    
    
    (408,407
    )
    
    
    236,361Income tax expense:Current
    
    
    (11,095
    )
    
    
    (23,833
    )Deferred
    
    
    (8,497
    )
    
    
    (42,748
    )Income tax expense
    
    
    (19,592
    )
    
    
    (66,581
    )Income (loss) before discontinued operations
    
    
    (427,999
    )
    
    
    169,780Income from discontinued operations, net
    
    
    
    
    
    
    638,262Consolidated net income (loss)
    
    
    (427,999
    )
    
    
    808,042Amount attributable to noncontrolling interest
    
    
    (9,782
    )
    
    
    8,389Net income (loss) attributable to the Company
    
    $
    (418,217
    )
    
    $
    799,653Other comprehensive income (loss), net of tax:Foreign currency translation adjustments
    
    
    (47,343
    )
    
    
    69,152Unrealized gain (loss) on securities and derivatives:Unrealized holding loss on marketable securities
    
    
    (10,161
    )
    
    
    (5,121
    )Unrealized holding loss on cash flow derivatives
    
    
    (28,358
    )
    
    
    Reclassification adjustment
    
    
    3,633
    
    
    
    Comprehensive income (loss)
    
    
    (500,446
    )
    
    
    863,864Amount attributable to noncontrolling interest
    
    
    (9,172
    )
    
    
    20,696Comprehensive income (loss) attributable to the Company
    
    $
    (491,274
    )
    
    $
    842,998Net income (loss) per common share:Income (loss) before discontinued operations  Basic
    
    $
    (5.15
    )
    
    $
    .32Discontinued operations  Basic
    
    
    
    
    
    
    1.29Net income (loss)  Basic
    
    $
    (5.15
    )
    
    $
    1.61Weighted average common shares  Basic
    
    
    81,242
    
    
    
    494,749Income (loss) before discontinued operations  Diluted
    
    $
    (5.15
    )
    
    $
    .32Discontinued operations  Diluted
    
    
    
    
    
    
    1.29Net income (loss)  Diluted
    
    $
    (5.15
    )
    
    $
    1.61Weighted average common shares  Diluted
    
    
    81,242
    
    
    
    496,388Dividends declared per share
    
    $
    
    
    
    $
    
 
 *
    
    As adjusted for the adoption of Statement of Financial Accounting Standards No. 160,
Noncontrolling Interests in Consolidated Financial Statements  an amendment of ARB No. 51and FASB
Staff Position Emerging Issues Task Force 03-6-1 Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities(FSP EITF 03-6-1).  - 5 -




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##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 (In thousands)
 Three Months Ended March 31,2009
    
    
    2008Post-merger
    
    
    Pre-merger(As adjusted)*Cash flows from operating activities:Consolidated net income (loss)
    
    $
    (427,999
    )
    
    $
    808,042(Income) loss from discontinued operations, net
    
    
    
    
    
    
    (638,262
    )(427,999
    )
    
    
    169,780Reconciling items:Depreciation and amortization
    
    
    175,559
    
    
    
    152,278Deferred taxes
    
    
    8,497
    
    
    
    42,748(Gain) loss on disposal of assets
    
    
    2,894
    
    
    
    (2,097
    )(Gain) loss forward exchange contract
    
    
    
    
    
    
    (13,342
    )(Gain) loss on trading securities
    
    
    
    
    
    
    6,816Provision for doubtful accounts
    
    
    12,964
    
    
    
    10,332Share-based compensation
    
    
    9,771
    
    
    
    9,590Equity in loss (earnings) of nonconsolidated
affiliates
    
    
    4,188
    
    
    
    (83,045
    )Amortization of deferred financing charges, bond
premiums and accretion of note discounts, net
    
    
    61,616
    
    
    
    2,004Other reconciling items  net
    
    
    916
    
    
    
    1,330Changes in operating assets and liabilities:Changes in other operating assets and liabilities,
net of effects of acquisitions and dispositions
    
    
    24,575
    
    
    
    71,378Net cash (used in) provided by operating activities
    
    
    (127,019
    )
    
    
    367,772Cash flows from investing activities:Change in notes receivable  net
    
    
    209
    
    
    
    (735
    )Change in investments in and advances to
nonconsolidated affiliates  net
    
    
    1,323
    
    
    
    18,376Sales of investments  net
    
    
    23,500
    
    
    
    487Purchases of property, plant and equipment
    
    
    (48,484
    )
    
    
    (93,693
    )Proceeds from disposal of assets
    
    
    25,955
    
    
    
    11,345Acquisition of operating assets, net of cash
acquired
    
    
    (4,792
    )
    
    
    (83,897
    )Change in other  net
    
    
    (1,805
    )
    
    
    (6,140
    )Net cash used in investing activities
    
    
    (4,094
    )
    
    
    (154,257
    )Cash flows from financing activities:Draws on credit facilities
    
    
    1,590,000
    
    
    
    700,089Payments on credit facilities
    
    
    (125,273
    )
    
    
    (862,850
    )Proceeds (payments) on long-term debt
    
    
    1,340
    
    
    
    (503,017
    )Payments for purchase of common shares
    
    
    
    
    
    
    (1,257
    )Proceeds from exercise of stock options and other
    
    
    
    
    
    
    5,953Dividends paid
    
    
    
    
    
    
    (93,367
    )Net cash provided by (used in) financing activities
    
    
    1,466,067
    
    
    
    (754,449
    )Cash flows from discontinued operations:Net cash (used in) provided by operating activities
    
    
    
    
    
    
    (88,121
    )Net cash provided by investing activities
    
    
    
    
    
    
    1,086,019Net cash provided by (used in) financing activities
    
    
    
    
    
    
    Net cash provided by discontinued operations
    
    
    
    
    
    
    997,898Net increase in cash and cash equivalents
    
    
    1,334,954
    
    
    
    456,964Cash and cash equivalents at beginning of period
    
    
    239,846
    
    
    
    145,148Cash and cash equivalents at end of period
    
    $
    1,574,800
    
    
    $
    602,112
 
 *
    
    As adjusted for the adoption of Statement of Financial Accounting Standards No. 160,
Noncontrolling Interests in Consolidated Financial Statements  an amendment of ARB No. 51.  - 6 -




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##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)
  Information Regarding Registrant
  Business Combinations Basis in Leveraged Buyout Transactions
   
    
    The period from January 1, 2009 through March 31, 2009 reflects the post-merger period
of the Company, including the merger of a wholly-owned subsidiary of the Company with and
into Clear Channel. Subsequent to the acquisition, Clear Channel became an indirect,
wholly-owned subsidiary of the Company and the business of the Company became that of Clear
Channel and its subsidiaries.
    
    The period from January 1, 2008 through March 31, 2008 reflects the pre-merger period of
Clear Channel. Prior to its acquisition of Clear Channel, the Company had not conducted
any activities, other than activities incident to its formation and in connection with the
acquisition, and did not have any assets or liabilities, other than as related to the
acquisition. The consolidated financial statements for all pre-merger periods were
prepared using the historical basis of accounting for Clear Channel. As a result of the
merger and the associated purchase accounting, the consolidated financial statements of the
post-merger periods are not comparable to periods preceding the merger.
   - 7 -




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##### Table of Contents



March 31, 2008(In thousands)
    
    Pre-mergerRevenue
    
    $
    1,564,207Loss before discontinued operations
    
    $
    (61,320
    )Net income attributable to the Company
    
    $
    576,942Net income per common share  basic
    
    $
    7.10Net income per common share  diluted
    
    $
    7.10
 Liquidity
     Preparation of Interim Financial Statements
  - 8 -




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##### Table of Contents



Summarized Operating Results of Discontinued Operations
  Three MonthsEnded March 31,2008(In thousands)
    
    Pre-mergerRevenue
    
    $
    69,883Income before income taxes
    
    $
    695,364
  Share-based Compensation Cost
  Three Months Ended March 31,2009
    
    
    2008(In thousands)
    
    Post-merger
    
    
    Pre-mergerDirect Expense
    
    $
    3,007
    
    
    $
    3,604Selling, General & Administrative Expense
    
    
    1,888
    
    
    
    3,135Corporate Expense
    
    
    4,876
    
    
    
    2,851Total Share-Based Compensation Expense
    
    $
    9,771
    
    
    $
    9,590
  New Accounting Pronouncements
 Determining Whether Instruments Granted in Share-Based Payment
Transactions Are Participating Securities 03-6-1
 Noncontrolling Interests in Consolidated
Financial Statements  an amendment of ARB No. 51
 - 9 -




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##### Table of Contents



Noncontrolling(In thousands)
    
    The Company
    
    
    Interests
    
    
    ConsolidatedBalances at January 1, 2009
    
    $
    (3,342,451
    )
    
    $
    426,220
    
    
    $
    (2,916,231
    )Net loss
    
    
    (418,217
    )
    
    
    (9,782
    )
    
    
    (427,999
    )Foreign currency translation adjustments
    
    
    (39,970
    )
    
    
    (7,373
    )
    
    
    (47,343
    )Unrealized holding loss on marketable securities
    
    
    (8,362
    )
    
    
    (1,799
    )
    
    
    (10,161
    )Unrealized holding loss on cash flow derivatives
    
    
    (28,358
    )
    
    
    
    
    
    
    (28,358
    )Reclassification adjustment
    
    
    3,633
    
    
    
    33,382
    
    
    
    37,015Other  net
    
    
    6,728
    
    
    
    2,774
    
    
    
    9,502Balances at March 31, 2009
    
    $
    (3,826,997
    )
    
    $
    443,422
    
    
    $
    (3,383,575
    )
 Noncontrolling(In thousands)
    
    The Company
    
    
    Interests
    
    
    ConsolidatedBalances at January 1, 2008
    
    $
    8,769,299
    
    
    $
    464,552
    
    
    $
    9,233,851Net income
    
    
    799,653
    
    
    
    8,389
    
    
    
    808,042Foreign currency translation adjustments
    
    
    48,456
    
    
    
    20,696
    
    
    
    69,152Unrealized holding loss on marketable securities
    
    
    (5,121
    )
    
    
    
    
    
    
    (5,121
    )Other  net
    
    
    11,920
    
    
    
    4,793
    
    
    
    16,713Balances at March 31, 2008
    
    $
    9,624,207
    
    
    $
    498,430
    
    
    $
    10,122,637
 Disclosures about
Derivative Instruments and Hedging Activities
 Recent Accounting Pronouncements
 Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly Fair Value Measurements
 Recognition and
Presentation of Other-Than-Temporary Impairments
 Accounting for Assets
Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies Business Combinations
 - 10 -




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##### Table of Contents



Interim Disclosures
about Fair Value of Financial Instruments Disclosures about Fair Value
of Financial Instruments Interim Financial Reporting
  Definite-lived Intangible Assets
   March 31, 2009
    
    
    December 31, 2008Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    Accumulated(In thousands)
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationTransit, street furniture, and
other outdoor contractual rights
    
    $
    766,415
    
    
    $
    66,022
    
    
    $
    883,130
    
    
    $
    49,818Customer / advertiser relationships
    
    
    1,210,205
    
    
    
    79,951
    
    
    
    1,210,205
    
    
    
    49,970Talent contracts
    
    
    161,644
    
    
    
    11,966
    
    
    
    161,644
    
    
    
    7,479Representation contracts
    
    
    216,955
    
    
    
    30,098
    
    
    
    216,955
    
    
    
    21,537Other
    
    
    547,199
    
    
    
    20,766
    
    
    
    548,180
    
    
    
    9,590Total
    
    $
    2,902,418
    
    
    $
    208,803
    
    
    $
    3,020,114
    
    
    $
    138,394
    (In thousands)2010
    
    $
    302,7712011
    
    
    295,6782012
    
    
    275,9552013
    
    
    259,0562014
    
    
    245,465
 - 11 -




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##### Table of Contents



Indefinite-lived Intangibles
  Goodwill
  Americas
    
    
    International(In thousands)
    
    Radio
    
    
    Outdoor
    
    
    Outdoor
    
    
    Other
    
    
    TotalPre-mergerBalance as of December 31, 2007
    
    $
    6,045,527
    
    
    $
    688,336
    
    
    $
    474,253
    
    
    $
    2,000
    
    
    $
    7,210,116Acquisitions
    
    
    7,051
    
    
    
    
    
    
    
    12,341
    
    
    
    
    
    
    
    19,392Dispositions
    
    
    (20,931
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,931
    )Foreign currency
    
    
    
    
    
    
    (293
    )
    
    
    28,596
    
    
    
    
    
    
    
    28,303Adjustments
    
    
    (423
    )
    
    
    (970
    )
    
    
    
    
    
    
    
    
    
    
    (1,393
    )Balance as of July 30, 2008
    
    $
    6,031,224
    
    
    $
    687,073
    
    
    $
    515,190
    
    
    $
    2,000
    
    
    $
    7,235,487
 Americas
    
    
    International(In thousands)
    
    Radio
    
    
    Outdoor
    
    
    Outdoor
    
    
    Other
    
    
    TotalPost-mergerBalances at July 31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Preliminary purchase price allocation
    
    
    6,335,220
    
    
    
    2,805,780
    
    
    
    603,712
    
    
    
    60,115
    
    
    
    9,804,827Purchase price adjustments  net
    
    
    356,040
    
    
    
    438,025
    
    
    
    (76,116
    )
    
    
    271,175
    
    
    
    989,124Impairment
    
    
    (1,115,033
    )
    
    
    (2,321,602
    )
    
    
    (173,435
    )
    
    
    
    
    
    
    (3,610,070
    )Acquisitions
    
    
    3,486
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,486Foreign exchange
    
    
    
    
    
    
    (29,605
    )
    
    
    (63,519
    )
    
    
    
    
    
    
    (93,124
    )Other
    
    
    (523
    )
    
    
    
    
    
    
    (3,099
    )
    
    
    
    
    
    
    (3,622
    )Balance as of December 31, 2008
    
    
    5,579,190
    
    
    
    892,598
    
    
    
    287,543
    
    
    
    331,290
    
    
    
    7,090,621Acquisitions
    
    
    
    
    
    
    3,112
    
    
    
    106
    
    
    
    
    
    
    
    3,218Dispositions
    
    
    (1,856
    )
    
    
    
    
    
    
    
    
    
    
    (2,276
    )
    
    
    (4,132
    )Foreign currency
    
    
    
    
    
    
    (1,118
    )
    
    
    (10,985
    )
    
    
    
    
    
    
    (12,103
    )Purchase price adjustments  net
    
    
    39,358
    
    
    
    74,829
    
    
    
    
    
    
    
    
    
    
    
    114,187Balance as of March 31, 2009
    
    $
    5,616,692
    
    
    $
    969,421
    
    
    $
    276,664
    
    
    $
    329,014
    
    
    $
    7,191,791
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##### Table of Contents



March 31,
    
    
    December 31,(In thousands)
    
    2009
    
    
    2008Senior Secured Credit Facilities:Term Loan A Facility
    
    $
    1,331,500
    
    
    $
    1,331,500Term Loan B Facility
    
    
    10,700,000
    
    
    
    10,700,000Term Loan C  Asset Sale Facility
    
    
    695,879
    
    
    
    695,879Revolving Credit Facility
    
    
    1,810,000
    
    
    
    220,000Delayed Draw Term Loan Facilities
    
    
    532,500
    
    
    
    532,500Receivables Based Credit Facility
    
    
    322,732
    
    
    
    445,609Other Secured Long-term Debt
    
    
    5,992
    
    
    
    6,604Total Consolidated Secured Debt
    
    
    15,398,603
    
    
    
    13,932,092Senior Cash Pay Notes
    
    
    980,000
    
    
    
    980,000Senior Toggle Notes
    
    
    1,330,000
    
    
    
    1,330,000Clear Channel Senior Notes:4.25% Senior Notes Due 2009
    
    
    500,000
    
    
    
    500,0007.65% Senior Notes Due 2010
    
    
    133,681
    
    
    
    133,6814.5% Senior Notes Due 2010
    
    
    250,000
    
    
    
    250,0006.25% Senior Notes Due 2011
    
    
    722,941
    
    
    
    722,9414.4% Senior Notes Due 2011
    
    
    223,279
    
    
    
    223,2795.0% Senior Notes Due 2012
    
    
    275,800
    
    
    
    275,8005.75% Senior Notes Due 2013
    
    
    475,739
    
    
    
    475,7395.5% Senior Notes Due 2014
    
    
    750,000
    
    
    
    750,0004.9% Senior Notes Due 2015
    
    
    250,000
    
    
    
    250,0005.5% Senior Notes Due 2016
    
    
    250,000
    
    
    
    250,0006.875% Senior Debentures Due 2018
    
    
    175,000
    
    
    
    175,0007.25% Senior Debentures Due 2027
    
    
    300,000
    
    
    
    300,000Other long-term debt
    
    
    66,907
    
    
    
    69,260Purchase accounting adjustments and original issue (discount) premium
    
    
    (1,065,222
    )
    
    
    (1,114,172
    )21,016,728
    
    
    
    19,503,620Less: current portion
    
    
    803,438
    
    
    
    562,923Total long-term debt
    
    $
    20,213,290
    
    
    $
    18,940,697
  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
Eurocurrency rate loans, subject to downward adjustments if Clear Channels leverage
ratio of total debt to EBITDA decreases below 7 to 1; and
 - 13 -




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##### Table of Contents




    
    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 Eurocurrency rate loans, subject to downward adjustments
if Clear Channels leverage ratio of total debt to EBITDA decreases below 7 to 1.
   Receivables Based Credit Facility
      Senior Cash Pay Notes and Senior Toggle Notes
    - 14 -




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##### Table of Contents



Acquisitions
    Disposition of Assets
   The Equity Method of Accounting for Investments in Common Stock
  Accounting for Certain Investments in Debt and Equity Securities
 Divestiture Trusts
 Consolidation of Variable Interest Entities
 - 15 -




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##### Table of Contents



Legal Proceedings
  Effective Tax Rate
 Accounting for Income Taxes
 Marketable Equity Securities and Interest Rate Swap Agreements
       (In thousands)Classification as of March 31, 2009
    
    Fair Value
    

Classification
as of December 31, 2008
    
    Fair ValueOther long-term liabilities
    
    
    $163,651
    
    
    Other long-term liabilities
    
    
    $118,785
  Accumulated other(In thousands)
    
    comprehensive lossBalance at January 1, 2009
    
    $
    75,079Other comprehensive loss
    
    
    28,358Balance at March 31, 2009
    
    $
    103,437
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##### Table of Contents



Other Comprehensive Income
  (In thousands)
    
    2009
    
    
    2008Unrealized holding gain (loss) on marketable securities
    
    $
    (2,477
    )
    
    $
    770Unrealized holding gain on cash flow derivatives
    
    
    16,508
    
    
    
    16,006Income tax benefit
    
    $
    14,031
    
    
    $
    16,776
         - 17 -




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##### Table of Contents



Corporate andAmericas
    
    
    International
    
    
    
    
    
    
    otherRadio
    
    
    Outdoor
    
    
    Outdoor
    
    
    
    
    
    
    reconciling(In thousands)
    
    Broadcasting
    
    
    Advertising
    
    
    Advertising
    
    
    Other
    
    
    items
    
    
    Eliminations
    
    
    ConsolidatedThree Months Ended March 31, 2009 (Post-merger)Revenue
    
    $
    603,622
    
    
    $
    270,187
    
    
    $
    312,029
    
    
    $
    41,798
    
    
    $
    3⁄4
    
    
    $
    (19,649
    )
    
    $
    1,207,987Direct operating expenses
    
    
    228,182
    
    
    
    144,880
    
    
    
    234,728
    
    
    
    22,526
    
    
    
    3⁄4
    
    
    
    (11,967
    )
    
    
    618,349Selling, general and
administrative expenses
    
    
    239,339
    
    
    
    48,839
    
    
    
    68,925
    
    
    
    28,115
    
    
    
    
    
    
    
    (7,682
    )
    
    
    377,536Depreciation and amortization
    
    
    56,832
    
    
    
    46,650
    
    
    
    55,258
    
    
    
    14,847
    
    
    
    1,972
    
    
    
    3⁄4
    
    
    
    175,559Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,635
    
    
    
    
    
    
    
    47,635Other operating expense  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,894
    )
    
    
    
    
    
    
    (2,894
    )Operating income (loss)
    
    $
    79,269
    
    
    $
    29,818
    
    
    $
    (46,882
    )
    
    $
    (23,690
    )
    
    $
    (52,501
    )
    
    $
    
    
    
    $
    (13,986
    )Intersegment revenues
    
    $
    9,413
    
    
    $
    125
    
    
    $
    
    
    
    $
    10,111
    
    
    $
    3⁄4
    
    
    $
    3⁄4
    
    
    $
    19,649Identifiable assets
    
    $
    11,762,613
    
    
    $
    5,108,561
    
    
    $
    2,255,883
    
    
    $
    982,668
    
    
    $
    1,919,334
    
    
    $
    3⁄4
    
    
    $
    22,029,059Capital expenditures
    
    $
    10,705
    
    
    $
    19,965
    
    
    $
    17,239
    
    
    $
    5
    
    
    $
    570
    
    
    $
    3⁄4
    
    
    $
    48,484Share-based payments
    
    $
    1,999
    
    
    $
    2,168
    
    
    $
    656
    
    
    $
    72
    
    
    $
    4,876
    
    
    $
    3⁄4
    
    
    $
    9,771Three Months Ended March 31, 2008 (Pre-merger)Revenue
    
    $
    769,611
    
    
    $
    333,362
    
    
    $
    442,217
    
    
    $
    44,453
    
    
    $
    3⁄4
    
    
    $
    (25,436
    )
    
    $
    1,564,207Direct operating expenses
    
    
    231,496
    
    
    
    156,245
    
    
    
    314,589
    
    
    
    17,324
    
    
    
    3⁄4
    
    
    
    (13,707
    )
    
    
    705,947Selling, general and
administrative expenses
    
    
    269,282
    
    
    
    58,375
    
    
    
    86,235
    
    
    
    24,218
    
    
    
    
    
    
    
    (11,729
    )
    
    
    426,381Depreciation and
amortization
    
    
    31,487
    
    
    
    50,099
    
    
    
    54,991
    
    
    
    11,555
    
    
    
    4,146
    
    
    
    3⁄4
    
    
    
    152,278Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46,303
    
    
    
    
    
    
    
    46,303Merger expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    389
    
    
    
    
    
    
    
    389Other operating income  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,097
    
    
    
    
    
    
    
    2,097Operating income (loss)
    
    $
    237,346
    
    
    $
    68,643
    
    
    $
    (13,598
    )
    
    $
    (8,644
    )
    
    $
    (48,741
    )
    
    $
    
    
    
    $
    235,006Intersegment revenues
    
    $
    10,964
    
    
    $
    1,677
    
    
    $
    
    
    
    $
    12,795
    
    
    $
    3⁄4
    
    
    $
    3⁄4
    
    
    $
    25,436Identifiable assets
    
    $
    11,641,673
    
    
    $
    2,904,243
    
    
    $
    2,877,597
    
    
    $
    721,556
    
    
    $
    853,038
    
    
    $
    3⁄4
    
    
    $
    18,998,107Capital expenditures
    
    $
    18,420
    
    
    $
    30,050
    
    
    $
    43,251
    
    
    $
    905
    
    
    $
    1,067
    
    
    $
    3⁄4
    
    
    $
    93,693Share-based payments
    
    $
    4,809
    
    
    $
    1,538
    
    
    $
    392
    
    
    $
    
    
    
    $
    2,851
    
    
    $
    3⁄4
    
    
    $
    9,590
    - 18 -




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##### Table of Contents



Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Consummation of Merger
  Business Combinations Basis in Leveraged Buyout Transactions
   Restructuring Program
   Format of Presentation
  
    
    The period from January 1, 2009 through March 31, 2009 reflects our post-merger period.
Subsequent to the acquisition, Clear Channel became an indirect, wholly-owned subsidiary of
ours and our business became that of Clear Channel and its subsidiaries.
    
    The period from January 1, 2008 through March 31, 2008 reflects the pre-merger period of
Clear Channel. Prior to the consummation of our acquisition of Clear Channel, we had not
conducted any activities, other than activities incident to our formation and in connection
with the acquisition, and did not have any assets or liabilities, other than as related to
the acquisition. The consolidated financial statements for all pre-merger periods were
prepared using the historical basis of accounting for Clear Channel. As a result of the
merger and the associated purchase accounting, the consolidated financial statements of the
post-merger periods are not comparable to periods preceding the merger.
  - 19 -




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##### Table of Contents



Radio Broadcasting
       Americas and International Outdoor Advertising
    - 20 -




---



##### Table of Contents



Share-Based Payments
  - 21 -




---



##### Table of Contents



Three Months Ended March 31,2009
    
    
    2008(In millions)
    
    Post-merger
    
    
    Pre-mergerRadio BroadcastingDirect Operating Expenses
    
    $
    .9
    
    
    $
    2.2SG&A
    
    
    1.1
    
    
    
    2.6Americas Outdoor AdvertisingDirect Operating Expenses
    
    
    1.6
    
    
    
    1.1SG&A
    
    
    .6
    
    
    
    .4International Outdoor AdvertisingDirect Operating Expenses
    
    
    .5
    
    
    
    .3SG&A
    
    
    .2
    
    
    
    .1Corporate
    
    
    4.9
    
    
    
    2.9Total
    
    $
    9.8
    
    
    $
    9.6
 RESULTS OF OPERATIONS
 Consolidated Results of Operations
  Three Months Ended March 31,2009
    
    
    2008
    
    
    %(In thousands)
    
    Post-merger
    
    
    Pre-merger
    
    
    ChangeRevenue
    
    $
    1,207,987
    
    
    $
    1,564,207
    
    
    
    (23
    %)Operating expenses:Direct operating expenses (excludes depreciation and
amortization)
    
    
    618,349
    
    
    
    705,947
    
    
    
    (12
    %)Selling, general and administrative expenses (excludes
depreciation and amortization)
    
    
    377,536
    
    
    
    426,381
    
    
    
    (12
    %)Depreciation and amortization
    
    
    175,559
    
    
    
    152,278
    
    
    
    15
    %Corporate expenses (excludes depreciation and amortization)
    
    
    47,635
    
    
    
    46,303
    
    
    
    3
    %Merger expenses
    
    
    
    
    
    
    389Other operating income (expense)  net
    
    
    (2,894
    )
    
    
    2,097Operating income (loss)
    
    
    (13,986
    )
    
    
    235,006Interest expense
    
    
    387,053
    
    
    
    100,003Gain on marketable securities
    
    
    
    
    
    
    6,526Equity in (loss) earnings of nonconsolidated affiliates
    
    
    (4,188
    )
    
    
    83,045Other income (expense)  net
    
    
    (3,180
    )
    
    
    11,787Income (loss) before income taxes and discontinued operations
    
    
    (408,407
    )
    
    
    236,361Income tax benefit (expense):Current
    
    
    (11,095
    )
    
    
    (23,833
    )Deferred
    
    
    (8,497
    )
    
    
    (42,748
    )Income tax benefit (expense)
    
    
    (19,592
    )
    
    
    (66,581
    )Income (loss) before discontinued operations
    
    
    (427,999
    )
    
    
    169,780Income from discontinued operations, net
    
    
    
    
    
    
    638,262Consolidated net income (loss)
    
    $
    (427,999
    )
    
    $
    808,042
 - 22 -




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##### Table of Contents



Consolidated Revenue
  Consolidated Direct Operating Expenses
  Consolidated Selling, General and Administrative Expenses (SG&A)
  Depreciation and Amortization
  Corporate Expenses
  Other Operating Income (Expense)  Net
  Interest Expense
  Gain on Marketable Securities
  Equity in Earnings (Loss) of Nonconsolidated Affiliates
  Other Income (Expense)  Net
  - 23 -




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##### Table of Contents



Income Tax Benefit (Expense)
 Accounting for Income Taxes
   Income from Discontinued Operations, Net
  Segment Revenue and Divisional Operating Expenses
 Radio Broadcasting
 Three Months EndedMarch 31,2009
    
    
    2008
    
    
    %(In thousands)
    
    Post-merger
    
    
    Pre-merger
    
    
    ChangeRevenue
    
    $
    603,622
    
    
    $
    769,611
    
    
    
    (22
    %)Direct operating expenses
    
    
    228,182
    
    
    
    231,496
    
    
    
    (1
    %)Selling, general and
administrative expenses
    
    
    239,339
    
    
    
    269,282
    
    
    
    (11
    %)Depreciation and amortization
    
    
    56,832
    
    
    
    31,487
    
    
    
    80
    %Operating income
    
    $
    79,269
    
    
    $
    237,346
    
    
    
    (67
    %)
    - 24 -




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##### Table of Contents



Americas Outdoor Advertising
 Three Months EndedMarch 31,2009
    
    
    2008
    
    
    %(In thousands)
    
    Post-merger
    
    
    Pre-merger
    
    
    ChangeRevenue
    
    $
    270,187
    
    
    $
    333,362
    
    
    
    (19
    %)Direct operating expenses
    
    
    144,880
    
    
    
    156,245
    
    
    
    (7
    %)Selling, general and
administrative expenses
    
    
    48,839
    
    
    
    58,375
    
    
    
    (16
    %)Depreciation and amortization
    
    
    46,650
    
    
    
    50,099
    
    
    
    (7
    %)Operating income
    
    $
    29,818
    
    
    $
    68,643
    
    
    
    (57
    %)
    International Outdoor Advertising
 Three Months EndedMarch 31,2009
    
    
    2008
    
    
    %(In thousands)
    
    Post-merger
    
    
    Pre-merger
    
    
    ChangeRevenue
    
    $
    312,029
    
    
    $
    442,217
    
    
    
    (29
    %)Direct operating expenses
    
    
    234,728
    
    
    
    314,589
    
    
    
    (25
    %)Selling, general and
administrative expenses
    
    
    68,925
    
    
    
    86,235
    
    
    
    (20
    %)Depreciation and amortization
    
    
    55,258
    
    
    
    54,991
    
    
    
    1
    %Operating income (loss)
    
    $
    (46,882
    )
    
    $
    (13,598
    )
    
    
    (245
    %)
    - 25 -




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##### Table of Contents



Reconciliation of Segment Operating Income (Loss) to Consolidated Operating Income (Loss)
 Three Months Ended March 31,2009
    
    
    2008(In thousands)
    
    Post-merger
    
    
    Pre-mergerRadio Broadcasting
    
    $
    79,269
    
    
    $
    237,346Americas Outdoor Advertising
    
    
    29,818
    
    
    
    68,643International Outdoor Advertising
    
    
    (46,882
    )
    
    
    (13,598
    )Other
    
    
    (23,690
    )
    
    
    (8,644
    )Other operating income (expense)  net
    
    
    (2,894
    )
    
    
    2,097Corporate and merger expenses
    
    
    (49,607
    )
    
    
    (50,838
    )Consolidated operating (loss) income
    
    $
    (13,986
    )
    
    $
    235,006
   Cash Flows
 Three Months Ended March 31,2009
    
    2008(In thousands)
    
    Post-merger
    
    Pre-mergerCash provided by (used in):Operating activities
    
    $
    (127,019
    )
    
    $
    367,772Investing activities
    
    $
    (4,094
    )
    
    $
    (154,257
    )Financing activities
    
    $
    1,466,067
    
    
    $
    (754,449
    )Discontinued operations
    
    $
    
    
    
    $
    997,898
 Operating Activities:
   Investing Activities:
   Financing Activities:
  - 26 -




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##### Table of Contents



Discontinued Operations
  Anticipated Cash Requirements
      - 27 -




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##### Table of Contents



March 31,
    
    
    December 31,(In millions)
    
    2009
    
    
    2008Term Loan A Facility
    
    $
    1,331.5
    
    
    $
    1,331.5Term Loan B Facility
    
    
    10,700.0
    
    
    
    10,700.0Term Loan C  Asset Sale Facility
    
    
    695.9
    
    
    
    695.9Delayed Draw Term Loan Facilities
    
    
    532.5
    
    
    
    532.5Receivables Based Credit Facility
    
    
    322.7
    
    
    
    445.6Revolving Credit Facility
    
    
    1,810.0
    
    
    
    220.0Secured Subsidiary Debt
    
    
    6.0
    
    
    
    6.6Total Secured Debt
    
    
    15,398.6
    
    
    
    13,932.1Senior Cash Pay Notes
    
    
    980.0
    
    
    
    980.0Senior Toggle Notes
    
    
    1,330.0
    
    
    
    1,330.0Clear Channel Senior Notes (a)
    
    
    3,241.2
    
    
    
    3,192.2Clear Channel Subsidiary Debt
    
    
    66.9
    
    
    
    69.3Total Debt
    
    
    21,016.7
    
    
    
    19,503.6Less: Cash and cash equivalents
    
    
    1,574.8
    
    
    
    239.8$
    19,441.9
    
    
    $
    19,263.8
 
 (a)
    
    Includes $1.0 billion at March 31, 2009 in unamortized fair value purchase accounting discounts
related to the merger with Clear Channel. Includes $1.1 billion at December 31, 2008 in
unamortized fair value purchase accounting discounts related to the merger with Clear Channel.  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
Eurocurrency rate loans subject to downward adjustments if Clear Channels leverage
ratio of total debt to EBITDA decreases below 7 to 1; 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 Eurocurrency rate loans subject to downward
adjustments if Clear Channels leverage ratio of total debt to EBITDA decreases below 7
to 1.
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Receivables Based Credit Facility
      Senior Notes
  Dispositions and Other
   Capital Expenditures
  - 29 -




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##### Table of Contents



Three Months Ended March 31, 2009 Capital ExpendituresAmericas
    
    
    InternationalOutdoor
    
    
    Outdoor
    
    
    Corporate and(In millions)
    
    Radio
    
    
    Advertising
    
    
    Advertising
    
    
    Other
    
    
    TotalNon-revenue producing
    
    $
    10.7
    
    
    $
    3.3
    
    
    $
    5.2
    
    
    $
    .6
    
    
    $
    19.8Revenue producing
    
    
    
    
    
    
    16.7
    
    
    
    12.0
    
    
    
    
    
    
    
    28.7$
    10.7
    
    
    $
    20.0
    
    
    $
    17.2
    
    
    $
    .6
    
    
    $
    48.5
  Certain Relationships with the Sponsors
  Commitments, Contingencies and Guarantees
    Interest Rate Risk
    Equity Price Risk
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##### Table of Contents



Foreign Currency
    New Accounting Pronouncements
 Noncontrolling Interests in Consolidated
Financial Statements  an amendment of ARB No. 51 (
 Determining
Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities
 Recent Accounting Pronouncements
 Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly Fair Value Measurements
 Recognition
and Presentation of Other-Than-Temporary Impairments
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Accounting for Assets
Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies Business Combinations
 Interim
Disclosures about Fair Value of Financial Instruments Disclosures
about Fair Value of Financial Instruments Interim
Financial Reporting
 Inflation
  Ratio of Earnings to Fixed Charges
 Period from
    
    Period fromJuly 31
    
    January 1Three Months Ended
    
    through
    
    through JulyMarch 31,
    
    December 31,
    
    30,
    
    
    
    Year Ended December 31,Post-merger
    
    Pre-merger
    
    Post-merger
    
    Pre-merger
    
    Pre-merger
    
    Pre-merger
    
    Pre-merger
    
    Pre-merger2009
    
    2008
    
    2008
    
    2008
    
    2007
    
    2006
    
    2005
    
    2004N/A
    
    1.72
    
    N/A
    
    2.06
    
    2.38
    
    2.27
    
    2.24
    
    2.76
  Risks Regarding Forward-Looking Statements
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##### Table of Contents




    
    the impact of the substantial indebtedness incurred to finance the consummation
of the merger;
    
    risks associated with the current global economic crisis and its impact on
capital markets and liquidity;
    
    the impact of the global economic slowdown, which has adversely affected
advertising revenues across our businesses and other 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 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;
    
    our cost savings initiatives may not be entirely successful;
    
    the effect of leverage on our financial position and earnings;
    
    access to capital markets and borrowed indebtedness;
    
    the impact of the geopolitical environment;
    
    shifts in population and other demographics;
    
    industry conditions, including competition;
    
    fluctuations in operating costs;
    
    technological changes and innovations;
    
    changes in labor conditions;
    
    fluctuations in exchange rates and currency values;
    
    capital expenditure requirements;
    
    the outcome of pending and future litigation settlements;
    
    legislative or regulatory requirements;
    
    changes in interest rates;
    
    taxes;
    
    our ability to integrate the operations of recently acquired companies;
    
    the impact of planned divestitures; and
    
    certain other factors set forth in our filings with the SEC, including our Annual
Report on Form 10-K for the year ended December 31, 2008.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4T. CONTROLS AND PROCEDURES
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Part II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
   
 Item 1A. Risk Factors
   
 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
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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 Exhibit 2.1 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 Exhibit 2.1 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
Exhibit 2.1 to Clear Channels Current Report on Form 8-K dated
May 18, 2007).2.4
    
    Amendment No. 3, dated May 13, 2008, 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, CC Media Holdings, Inc. and Clear Channel
Communications, Inc. (Incorporated by reference to Exhibit 2.1 to
Clear Channels Current Report on Form 8-K dated May 14, 2008).2.5
    
    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 Exhibit 2.1 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 the 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 the Clear Channels
Current Report on Form 8-K dated August 27, 1998).
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ExhibitNumber
    
    Description4.4
    
    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).4.7
    
    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
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ExhibitNumber
    
    DescriptionExhibit 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).4.17
    
    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).4.18
    
    Supplemental Indenture, dated July 30, 2008, by and among Clear
Channel Capital I, LLC, certain subsidiaries of Clear Channel
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 on July 30, 2008).4.19
    
    Supplemental Indenture, dated December 9, 2008, by and among CC
Finco Holdings, LLC, a subsidiary of Clear Channel Communications,
Inc. and Law Debenture Trust Company of New York (Incorporated by
reference to Exhibit 10.24 to the Companys Annual Report on Form
10-K filed on March 2, 2009).4.20
    
    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).10.1
    
    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).10.3
    
    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
    
    Amended and Restated Employment Agreement, dated as of April 24,
2007, by and between L. Lowry Mays and Clear Channel
Communications, Inc. (Incorporated by reference to Exhibit 10.1 to
Clear Channels Current Report on Form 8-K filed May 1, 2007).
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ExhibitNumber
    
    Description10.6
    
    Amended and Restated 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 Clear Channels Current Report on Form 8-K filed May 1, 2007).10.7
    
    Amended and Restated 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 Clear Channels Current Report on Form 8-K filed May 1, 2007).10.8
    
    Amended and Restated 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
    
    Amended and Restated 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
    
    Amended and Restated 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 Clear Channels Current Report
on Form 8-K filed July 30, 2008).10.12
    
    Amendment, dated as of January 20, 2009, to the Amended and
Restated Employment Agreement of Mark P. Mays, dated as of July
28, 2008, by and among Mark P. Mays, CC Media Holdings, Inc. and
Clear Channel Communications, Inc. (Incorporated by reference to
Exhibit 10.1 to the Companys Current Report on Form 8-K filed
January 21, 2009).10.13
    
    Amendment, dated as of January 20, 2009, to the Amended and
Restated Employment Agreement of Randall T. Mays, dated as of July
28, 2008, by and among Randall T. Mays, CC Media Holdings, Inc.
and Clear Channel Communications, Inc. (Incorporated by reference
to Exhibit 10.2 to the Companys Current Report on Form 8-K filed
January 21, 2009).10.14
    
    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 Clear Channels Current Report on
Form 8-K filed August 10, 2005).10.15
    
    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).10.16
    
    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).
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ExhibitNumber
    
    Description10.17
    
    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).10.18
    
    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).10.19
    
    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).10.20
    
    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).10.21
    
    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).10.22
    
    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).10.23
    
    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).10.24
    
    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).10.25
    
    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).10.26
    
    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).10.27
    
    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).10.28
    
    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).10.29
    
    Form of Indemnification Agreement (Incorporated by reference to
Exhibit 10.26 to the
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ExhibitNumber
    
    DescriptionCompanys Current Report on Form 8-K filed
July 30, 2008).10.30
    
    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).10.31
    
    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).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.
 
 *
    
    Filed herewith.**
    
    Furnished herewith. - 41 -




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Signatures
  CC MEDIA HOLDINGS, INC.May 8, 2009
    /s/ Randall T. MaysRandall T. MaysPresident and
Chief Financial OfficerMay 8, 2009
    /s/ Herbert W. Hill, Jr.Herbert W. Hill, Jr.Senior Vice President and
Chief Accounting Officer - 42 -