##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2010
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM _________ TO __________
 Commission File Number
000-53354
 CC MEDIA HOLDINGS, INC.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    26-0241222
(I.R.S. Employer Identification No.)200 East Basse Road 
San Antonio, Texas
(Address of principal executive offices)
    
    78209
(Zip Code)
 
  þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
  Class
    
    
    Outstanding at
October 31, 2010Class A common stock, $.001 par value
    
    
    
    23,416,159Class 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
    
    
    2Condensed Consolidated Balance Sheets at September 30, 2010 and December 31, 2009
    
    
    2Consolidated Statements of Operations for the three and nine months ended September 30,
2010 and 2009
    
    
    3Condensed Consolidated Statements of Cash Flows for the nine months ended September 30,
2010 and 2009
    
    
    4Notes to Consolidated Financial Statements
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    27Item 4. Controls and Procedures
    
    
    27PART II OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    28Item 1A. Risk Factors
    
    
    29Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    29Item 3. Defaults Upon Senior Securities
    
    
    29Item 4. (Removed and Reserved)
    
    
    29Item 5. Other Information
    
    
    29Item 6. Exhibits
    
    
    30Signatures
    
    
    31EX-11EX-31.1EX-31.2EX-32.1EX-32.2
  1




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##### Table of Contents



PART I FINANCIAL INFORMATION
 
 ITEM 1. UNAUDITED FINANCIAL STATEMENTS
 CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS  (In thousands)
 September 30,2010
    
    
    December 31,(Unaudited)
    
    
    2009CURRENT ASSETSCash and cash equivalents
    
    $
    1,700,834
    
    
    $
    1,883,994Accounts receivable, net
    
    
    1,357,179
    
    
    
    1,301,700Other current assets
    
    
    343,663
    
    
    
    473,151Total Current Assets
    
    
    3,401,676
    
    
    
    3,658,845PROPERTY, PLANT AND EQUIPMENTStructures, net
    
    
    2,035,286
    
    
    
    2,143,972Other property, plant and equipment, net
    
    
    1,151,228
    
    
    
    1,188,421INTANGIBLE ASSETSDefinite-lived intangibles, net
    
    
    2,362,992
    
    
    
    2,599,244Indefinite-lived intangibles
    
    
    3,544,703
    
    
    
    3,562,057Goodwill
    
    
    4,120,633
    
    
    
    4,125,005Other assets
    
    
    776,973
    
    
    
    769,557Total Assets
    
    $
    17,393,491
    
    
    $
    18,047,101CURRENT LIABILITIESAccounts payable and accrued expenses
    
    $
    945,292
    
    
    $
    995,740Current portion of long-term debt
    
    
    847,496
    
    
    
    398,779Deferred income
    
    
    198,503
    
    
    
    149,617Total Current Liabilities
    
    
    1,991,291
    
    
    
    1,544,136Long-term debt
    
    
    19,691,007
    
    
    
    20,303,126Deferred income taxes
    
    
    2,065,548
    
    
    
    2,220,023Other long-term liabilities
    
    
    865,241
    
    
    
    824,554Commitments and contingent liabilitiesSHAREHOLDERS DEFICITNoncontrolling interest
    
    
    471,914
    
    
    
    455,648Common stock
    
    
    82
    
    
    
    82Additional paid-in capital
    
    
    2,123,398
    
    
    
    2,109,110Retained deficit
    
    
    (9,492,507
    )
    
    
    (9,076,084
    )Accumulated other comprehensive loss
    
    
    (319,933
    )
    
    
    (333,309
    )Cost of shares held in treasury
    
    
    (2,550
    )
    
    
    (185
    )Total Shareholders Deficit
    
    
    (7,219,596
    )
    
    
    (6,844,738
    )Total Liabilities and Shareholders Deficit
    
    $
    17,393,491
    
    
    $
    18,047,101
  2




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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 Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Revenue
    
    $
    1,477,347
    
    
    $
    1,393,973
    
    
    $
    4,231,134
    
    
    $
    4,039,825Operating expenses:Direct operating expenses (excludes depreciation and
amortization)
    
    
    596,540
    
    
    
    632,778
    
    
    
    1,794,803
    
    
    
    1,888,203Selling, general and administrative expenses (excludes
depreciation and amortization)
    
    
    365,555
    
    
    
    337,055
    
    
    
    1,091,488
    
    
    
    1,075,149Corporate expenses (excludes depreciation and amortization)
    
    
    80,518
    
    
    
    79,723
    
    
    
    209,123
    
    
    
    177,445Depreciation and amortization
    
    
    184,079
    
    
    
    190,189
    
    
    
    549,591
    
    
    
    573,994Impairment charges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,041,252Other operating (expense) incomenet
    
    
    (29,559
    )
    
    
    1,403
    
    
    
    (22,523
    )
    
    
    (33,007
    )Operating income (loss)
    
    
    221,096
    
    
    
    155,631
    
    
    
    563,606
    
    
    
    (3,749,225
    )Interest expense
    
    
    389,197
    
    
    
    369,314
    
    
    
    1,160,571
    
    
    
    1,140,992Loss on marketable securities
    
    
    
    
    
    
    (13,378
    )
    
    
    
    
    
    
    (13,378
    )Equity in earnings (loss) of nonconsolidated affiliates
    
    
    2,994
    
    
    
    1,226
    
    
    
    8,612
    
    
    
    (20,681
    )Other (expense) income net
    
    
    (5,700
    )
    
    
    222,282
    
    
    
    51,548
    
    
    
    649,731Loss before income taxes
    
    
    (170,807
    )
    
    
    (3,553
    )
    
    
    (536,805
    )
    
    
    (4,274,545
    )Income tax benefit (expense)
    
    
    20,415
    
    
    
    (89,118
    )
    
    
    129,579
    
    
    
    75,842Consolidated net loss
    
    
    (150,392
    )
    
    
    (92,671
    )
    
    
    (407,226
    )
    
    
    (4,198,703
    )Amount attributable to noncontrolling interest
    
    
    4,293
    
    
    
    (2,816
    )
    
    
    9,197
    
    
    
    (17,227
    )Net loss attributable to the Company
    
    $
    (154,685
    )
    
    $
    (89,855
    )
    
    $
    (416,423
    )
    
    $
    (4,181,476
    )Other comprehensive (loss) income, net of tax:Foreign currency translation adjustments
    
    
    126,548
    
    
    
    70,166
    
    
    
    12,876
    
    
    
    155,881Unrealized gain (loss) on securities and derivatives:Unrealized holding gain (loss) on marketable securities
    
    
    5,684
    
    
    
    (9,705
    )
    
    
    9,217
    
    
    
    (11,315
    )Unrealized holding gain (loss) on cash flow derivatives
    
    
    529
    
    
    
    (17,243
    )
    
    
    (7,617
    )
    
    
    (92,993
    )Reclassification adjustment
    
    
    2,565
    
    
    
    11,837
    
    
    
    1,424
    
    
    
    14,957Comprehensive loss
    
    
    (19,359
    )
    
    
    (34,800
    )
    
    
    (400,523
    )
    
    
    (4,114,946
    )Amount attributable to noncontrolling interest
    
    
    18,764
    
    
    
    9,192
    
    
    
    2,524
    
    
    
    19,529Comprehensive loss attributable to the Company
    
    $
    (38,123
    )
    
    $
    (43,992
    )
    
    $
    (403,047
    )
    
    $
    (4,134,475
    )Net loss per common share:Basic
    
    $
    (1.91
    )
    
    $
    (1.12
    )
    
    $
    (5.14
    )
    
    $
    (51.48
    )Weighted average common shares outstanding  Basic
    
    
    81,619
    
    
    
    81,427
    
    
    
    81,529
    
    
    
    81,252Diluted
    
    $
    (1.91
    )
    
    $
    (1.12
    )
    
    $
    (5.14
    )
    
    $
    (51.48
    )Weighted average common shares outstanding  Diluted
    
    
    81,619
    
    
    
    81,427
    
    
    
    81,529
    
    
    
    81,252
  3




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CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  (UNAUDITED)  (In thousands)
 Nine Months Ended September 30,2010
    
    
    2009Cash flows from operating activities:Consolidated net loss
    
    $
    (407,226
    )
    
    $
    (4,198,703
    )Reconciling items:Impairment charges
    
    
    
    
    
    
    4,041,252Depreciation and amortization
    
    
    549,591
    
    
    
    573,994Deferred taxes
    
    
    (170,886
    )
    
    
    (118,608
    )Loss on disposal of operating assets
    
    
    22,523
    
    
    
    33,007Loss on available-for-sale and trading securities
    
    
    
    
    
    
    13,378Gain on extinguishment of debt
    
    
    (60,289
    )
    
    
    (669,333
    )Provision for doubtful accounts
    
    
    14,880
    
    
    
    20,774Share-based compensation
    
    
    24,967
    
    
    
    28,522Equity in (earnings) loss of nonconsolidated affiliates
    
    
    (8,612
    )
    
    
    20,681Amortization of deferred financing charges and note discounts, net
    
    
    160,040
    
    
    
    176,901Other reconciling items  net
    
    
    9,722
    
    
    
    31,654Changes in operating assets and liabilities:(Increase) decrease in accounts receivable
    
    
    (74,710
    )
    
    
    118,521Decrease in Federal income taxes receivable
    
    
    132,309
    
    
    
    75,939Increase in deferred income
    
    
    47,244
    
    
    
    27,949Increase (decrease) in accounts payable, accrued expenses and
other liabilities
    
    
    56,822
    
    
    
    (78,628
    )Increase (decrease) in accrued interest
    
    
    34,501
    
    
    
    (26,857
    )Changes in other operating assets and liabilities, net of
effects of acquisitions and dispositions
    
    
    (14,334
    )
    
    
    (60,341
    )Net cash provided by operating activities
    
    
    316,542
    
    
    
    10,102Cash flows from investing activities:Sales of investments  net
    
    
    1,200
    
    
    
    41,436Purchases of property, plant and equipment
    
    
    (169,405
    )
    
    
    (150,799
    )Acquisition of operating assets
    
    
    (11,743
    )
    
    
    (7,294
    )Proceeds from disposal of assets
    
    
    20,550
    
    
    
    40,856Change in other  net
    
    
    (5,941
    )
    
    
    8,782Net cash used for investing activities
    
    
    (165,339
    )
    
    
    (67,019
    )Cash flows from financing activities:Draws on credit facilities
    
    
    160,416
    
    
    
    1,661,508Payments on credit facilities
    
    
    (140,254
    )
    
    
    (174,661
    )Proceeds from delayed draw term loan facility
    
    
    138,795
    
    
    
    500,000Proceeds from long-term debt
    
    
    6,844
    
    
    
    Payments on long-term debt
    
    
    (368,585
    )
    
    
    (468,696
    )Repurchases of long-term debt
    
    
    (125,000
    )
    
    
    (300,937
    )Change in other  net
    
    
    (6,579
    )
    
    
    (25,373
    )Net cash (used for) provided by financing activities
    
    
    (334,363
    )
    
    
    1,191,841Net (decrease) increase in cash and cash equivalents
    
    
    (183,160
    )
    
    
    1,134,924Cash and cash equivalents at beginning of period
    
    
    1,883,994
    
    
    
    239,846Cash and cash equivalents at end of period
    
    $
    1,700,834
    
    
    $
    1,374,770
  4




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##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
  Preparation of Interim Financial Statements
    New Accounting Pronouncements
    Property, Plant and Equipment
  September 30,
    
    
    December 31,(In thousands)
    
    2010
    
    
    2009Land, buildings and improvements
    
    $
    649,001
    
    
    $
    633,222Structures
    
    
    2,589,169
    
    
    
    2,514,602Towers, transmitters and studio equipment
    
    
    389,494
    
    
    
    381,046Furniture and other equipment
    
    
    263,554
    
    
    
    234,101Construction in progress
    
    
    80,262
    
    
    
    88,3913,971,480
    
    
    
    3,851,362Less: accumulated depreciation
    
    
    784,966
    
    
    
    518,969Property, plant and equipment, net
    
    $
    3,186,514
    
    
    $
    3,332,393
 5




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##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
 Definite-lived Intangible Assets
   September 30, 2010
    
    
    December 31, 2009Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    Accumulated(In thousands)
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationTransit, street furniture and
other outdoor contractual rights
    
    $
    791,746
    
    
    $
    226,163
    
    
    $
    803,297
    
    
    $
    166,803Customer / advertiser relationships
    
    
    1,210,205
    
    
    
    259,842
    
    
    
    1,210,205
    
    
    
    169,897Talent contracts
    
    
    320,854
    
    
    
    89,011
    
    
    
    320,854
    
    
    
    57,825Representation contracts
    
    
    229,441
    
    
    
    91,895
    
    
    
    218,584
    
    
    
    54,755Other
    
    
    549,761
    
    
    
    72,104
    
    
    
    550,041
    
    
    
    54,457Total
    
    $
    3,102,007
    
    
    $
    739,015
    
    
    $
    3,102,981
    
    
    $
    503,737
   (In thousands)2011
    
    $
    308,3012012
    
    
    292,3852013
    
    
    275,7122014
    
    
    254,7372015
    
    
    232,874
 Indefinite-lived Intangible Assets
  September 30,
    
    
    December 31,(In thousands)
    
    2010
    
    
    2009FCC broadcast licenses
    
    $
    2,424,791
    
    
    $
    2,429,839Billboard permits
    
    
    1,119,912
    
    
    
    1,132,218Total indefinite-lived intangible assets
    
    $
    3,544,703
    
    
    $
    3,562,057
 6




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CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
 Goodwill
  InternationalRadio
    
    
    Americas Outdoor
    
    
    Outdoor(In thousands)
    
    Broadcasting
    
    
    Advertising
    
    
    Advertising
    
    
    Other
    
    
    TotalBalance as of December 31, 2008
    
    $
    5,579,190
    
    
    $
    892,598
    
    
    $
    287,543
    
    
    $
    331,290
    
    
    $
    7,090,621Impairment
    
    
    (2,420,897
    )
    
    
    (390,374
    )
    
    
    (73,764
    )
    
    
    (211,988
    )
    
    
    (3,097,023
    )Acquisitions
    
    
    4,518
    
    
    
    2,250
    
    
    
    110
    
    
    
    
    
    
    
    6,878Dispositions
    
    
    (62,410
    )
    
    
    
    
    
    
    
    
    
    
    (2,276
    )
    
    
    (64,686
    )Foreign currency
    
    
    
    
    
    
    16,293
    
    
    
    17,412
    
    
    
    
    
    
    
    33,705Purchase price adjustments  net
    
    
    47,086
    
    
    
    68,896
    
    
    
    45,042
    
    
    
    (482
    )
    
    
    160,542Other
    
    
    (618
    )
    
    
    (4,414
    )
    
    
    
    
    
    
    
    
    
    
    (5,032
    )Balance as of December 31, 2009
    
    
    3,146,869
    
    
    
    585,249
    
    
    
    276,343
    
    
    
    116,544
    
    
    
    4,125,005Acquisitions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    257
    
    
    
    257Dispositions
    
    
    (5,088
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,088
    )Foreign currency
    
    
    
    
    
    
    176
    
    
    
    283
    
    
    
    
    
    
    
    459Balance as of September 30, 2010
    
    $
    3,141,781
    
    
    $
    585,425
    
    
    $
    276,626
    
    
    $
    116,801
    
    
    $
    4,120,633
    September 30,
    
    
    December 31,(In thousands)
    
    2010
    
    
    2009Senior Secured Credit Facilities:Term Loan Facilities (1)
    
    $
    10,885,447
    
    
    $
    10,885,447Revolving Credit Facility Due 2014
    
    
    1,842,500
    
    
    
    1,812,500Delayed Draw Facilities Due 2016
    
    
    1,013,227
    
    
    
    874,432Receivables Based Facility Due 2014
    
    
    354,232
    
    
    
    355,732Other secured long-term debt
    
    
    5,822
    
    
    
    5,225Total consolidated secured debt
    
    
    14,101,228
    
    
    
    13,933,336Senior Cash Pay Notes
    
    
    796,250
    
    
    
    796,250Senior Toggle Notes
    
    
    829,831
    
    
    
    915,200Clear Channel Senior Notes
    
    
    2,911,393
    
    
    
    3,267,549Subsidiary Senior Notes
    
    
    2,500,000
    
    
    
    2,500,000Other long-term debt
    
    
    65,514
    
    
    
    77,657Purchase accounting adjustments and original issue discount
    
    
    (665,713
    )
    
    
    (788,087
    )20,538,503
    
    
    
    20,701,905Less: current portion
    
    
    847,496
    
    
    
    398,779Total long-term debt
    
    $
    19,691,007
    
    
    $
    20,303,126
 
 (1)
    
    The term loan facilities mature at various dates from 2014 through 2016.  7




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CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
 Debt Repurchases and Maturities
  Nine Months Ended(In thousands)
    
    September 30, 2010CC InvestmentsPrincipal amount of debt repurchased
    
    $
    185,185Deferred loan costs and other
    
    
    104Gain recorded in Other (expense) income net
    
    
    (60,289
    )Cash paid for repurchases of long-term debt
    
    $
    125,000
    Disposition of Assets
   Share-based Compensation Expense
  Three Months Ended September 30,
    
    
    Nine Months Ended September 30,(In thousands)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Direct operating expenses
    
    $
    2,890
    
    
    $
    2,631
    
    
    $
    8,610
    
    
    $
    8,509Selling, general and administrative expenses
    
    
    1,721
    
    
    
    1,750
    
    
    
    5,148
    
    
    
    5,474Corporate expenses
    
    
    3,732
    
    
    
    4,835
    
    
    
    11,209
    
    
    
    14,539Total share-based compensation expense
    
    $
    8,343
    
    
    $
    9,216
    
    
    $
    24,967
    
    
    $
    28,522
  8




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##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
  Supplemental Disclosures
  Nine Months EndedSeptember 30,(In thousands)
    
    2010
    
    
    2009Interest
    
    $
    969,525
    
    
    $
    975,686Income taxes
    
    
    (113,840
    )
    
    
    (57,471
    )
 Divestiture Trusts
  Income Tax Benefit (Expense)
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,(In thousands)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Current tax expense
    
    $
    (14,663
    )
    
    $
    (12,735
    )
    
    $
    (41,307
    )
    
    $
    (42,766
    )Deferred tax benefit (expense)
    
    
    35,078
    
    
    
    (76,383
    )
    
    
    170,886
    
    
    
    118,608Income tax benefit (expense)
    
    $
    20,415
    
    
    $
    (89,118
    )
    
    $
    129,579
    
    
    $
    75,842
  9




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##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
    Marketable Equity Securities
  September 30, 2010
    
    
    December 31, 2009(In thousands)
    
    
    
    
    
    Gross Unrealized
    
    
    Gross Unrealized
    
    
    Fair
    
    
    
    
    
    
    Gross Unrealized
    
    
    Gross Unrealized
    
    
    FairInvestments
    
    Cost
    
    
    Losses
    
    
    Gains
    
    
    Value
    
    
    Cost
    
    
    Losses
    
    
    Gains
    
    
    ValueAvailable-for-sale
    
    $
    19,104
    
    
    $
    (4,025
    )
    
    $
    41,470
    
    
    $
    56,549
    
    
    $
    19,104
    
    
    $
    (12,237
    )
    
    $
    32,035
    
    
    $
    38,902
 Interest Rate Swap Agreements
       (In thousands)
    
    Accumulated other comprehensive lossBalance at December 31, 2009
    
    $
    149,179Other comprehensive loss
    
    
    7,617Balance at September 30, 2010
    
    $
    156,796
 10




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##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
 Other Comprehensive Income (Loss)
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,(In thousands)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Foreign currency translation adjustments
    
    $
    (8,193
    )
    
    $
    (6,799
    )
    
    $
    (4,196
    )
    
    $
    (15,388
    )Unrealized holding gain (loss) on marketable securities
    
    
    (3,520
    )
    
    
    (2,869
    )
    
    
    (8,431
    )
    
    
    (7,208
    )Unrealized holding gain (loss) on cash flow derivatives
    
    
    (318
    )
    
    
    10,082
    
    
    
    4,570
    
    
    
    54,377Income tax benefit (expense)
    
    $
    (12,031
    )
    
    $
    414
    
    
    $
    (8,057
    )
    
    $
    31,781
        11




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##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
     Noncontrolling(In thousands)
    
    The Company
    
    
    Interests
    
    
    ConsolidatedBalances at December 31, 2009
    
    $
    (7,300,386
    )
    
    $
    455,648
    
    
    $
    (6,844,738
    )Net income (loss)
    
    
    (416,422
    )
    
    
    9,197
    
    
    
    (407,225
    )Foreign currency translation adjustments
    
    
    9,748
    
    
    
    3,128
    
    
    
    12,876Unrealized holding gain (loss) on marketable
securities
    
    
    9,830
    
    
    
    (613
    )
    
    
    9,217Unrealized holding loss on cash flow derivatives
    
    
    (7,617
    )
    
    
    
    
    
    
    (7,617
    )Reclassification adjustment
    
    
    1,414
    
    
    
    10
    
    
    
    1,424Other  net
    
    
    11,923
    
    
    
    4,544
    
    
    
    16,467Balances at September 30, 2010
    
    $
    (7,691,510
    )
    
    $
    471,914
    
    
    $
    (7,219,596
    )
 Noncontrolling(In thousands)
    
    The Company
    
    
    Interests
    
    
    ConsolidatedBalances at December 31, 2008
    
    $
    (3,342,451
    )
    
    $
    426,220
    
    
    $
    (2,916,231
    )Net loss
    
    
    (4,181,476
    )
    
    
    (17,227
    )
    
    
    (4,198,703
    )Foreign currency translation adjustments
    
    
    136,350
    
    
    
    19,531
    
    
    
    155,881Unrealized holding loss on marketable
securities
    
    
    (10,021
    )
    
    
    (1,294
    )
    
    
    (11,315
    )Unrealized holding loss on cash flow
derivatives
    
    
    (92,993
    )
    
    
    
    
    
    
    (92,993
    )Reclassification adjustment
    
    
    13,665
    
    
    
    1,292
    
    
    
    14,957Other  net
    
    
    9,010
    
    
    
    18,834
    
    
    
    27,844Balances at September 30, 2009
    
    $
    (7,467,916
    )
    
    $
    447,356
    
    
    $
    (7,020,560
    )
 12




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##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
    CorporateAmericas
    
    
    International
    
    
    
    
    
    
    and otherRadio
    
    
    Outdoor
    
    
    Outdoor
    
    
    
    
    
    
    reconciling(In thousands)
    
    Broadcasting
    
    
    Advertising
    
    
    Advertising
    
    
    Other
    
    
    items
    
    
    Eliminations
    
    
    ConsolidatedThree Months Ended September 30, 2010Revenue
    
    $
    743,034
    
    
    $
    333,269
    
    
    $
    361,817
    
    
    $
    61,849
    
    
    $
    
    
    
    $
    (22,622
    )
    
    $
    1,477,347Direct operating expenses
    
    
    202,771
    
    
    
    143,940
    
    
    
    236,679
    
    
    
    24,112
    
    
    
    
    
    
    
    (10,962
    )
    
    
    596,540Selling, general and
administrative expenses
    
    
    240,668
    
    
    
    51,750
    
    
    
    63,474
    
    
    
    21,323
    
    
    
    
    
    
    
    (11,660
    )
    
    
    365,555Depreciation and amortization
    
    
    64,657
    
    
    
    53,139
    
    
    
    50,694
    
    
    
    13,139
    
    
    
    2,450
    
    
    
    
    
    
    
    184,079Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    80,518
    
    
    
    
    
    
    
    80,518Other operating expense  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (29,559
    )
    
    
    
    
    
    
    (29,559
    )Operating income (loss)
    
    $
    234,938
    
    
    $
    84,440
    
    
    $
    10,970
    
    
    $
    3,275
    
    
    $
    (112,527
    )
    
    $
    
    
    
    $
    221,096Intersegment revenues
    
    $
    7,259
    
    
    $
    865
    
    
    $
    
    
    
    $
    14,498
    
    
    $
    
    
    
    $
    
    
    
    $
    22,622Share-based compensation
expense
    
    $
    1,746
    
    
    $
    2,207
    
    
    $
    658
    
    
    $
    
    
    
    $
    3,732
    
    
    $
    
    
    
    $
    8,343Capital expenditures
    
    $
    10,515
    
    
    $
    30,689
    
    
    $
    21,869
    
    
    $
    
    
    
    $
    2,923
    
    
    $
    
    
    
    $
    65,996Three Months Ended September 30, 2009Revenue
    
    $
    703,232
    
    
    $
    312,537
    
    
    $
    348,085
    
    
    $
    50,674
    
    
    $
    
    
    
    $
    (20,555
    )
    
    $
    1,393,973Direct operating expenses
    
    
    214,748
    
    
    
    147,250
    
    
    
    251,516
    
    
    
    29,097
    
    
    
    
    
    
    
    (9,833
    )
    
    
    632,778Selling, general and
administrative expenses
    
    
    222,927
    
    
    
    47,602
    
    
    
    61,222
    
    
    
    16,026
    
    
    
    
    
    
    
    (10,722
    )
    
    
    337,055Depreciation and amortization
    
    
    63,008
    
    
    
    54,102
    
    
    
    56,951
    
    
    
    14,086
    
    
    
    2,042
    
    
    
    
    
    
    
    190,189Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    79,723
    
    
    
    
    
    
    
    79,723Other operating income  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,403
    
    
    
    
    
    
    
    1,403Operating income (loss)
    
    $
    202,549
    
    
    $
    63,583
    
    
    $
    (21,604
    )
    
    $
    (8,535
    )
    
    $
    (80,362
    )
    
    $
    
    
    
    $
    155,631Intersegment revenues
    
    $
    7,225
    
    
    $
    760
    
    
    $
    
    
    
    $
    12,570
    
    
    $
    
    
    
    $
    
    
    
    $
    20,555Share-based compensation
expense
    
    $
    2,070
    
    
    $
    1,775
    
    
    $
    537
    
    
    $
    
    
    
    $
    4,834
    
    
    $
    
    
    
    $
    9,216Capital expenditures
    
    $
    9,933
    
    
    $
    23,819
    
    
    $
    23,335
    
    
    $
    84
    
    
    $
    1,005
    
    
    $
    
    
    
    $
    58,176
 13




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##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
 CorporateAmericas
    
    
    International
    
    
    
    
    
    
    and otherRadio
    
    
    Outdoor
    
    
    Outdoor
    
    
    
    
    
    
    reconciling(In thousands)
    
    Broadcasting
    
    
    Advertising
    
    
    Advertising
    
    
    Other
    
    
    items
    
    
    Eliminations
    
    
    ConsolidatedNine Months Ended September 30, 2010Revenue
    
    $
    2,114,971
    
    
    $
    928,015
    
    
    $
    1,077,246
    
    
    $
    176,668
    
    
    $
    
    
    
    $
    (65,766
    )
    
    $
    4,231,134Direct operating expenses
    
    
    605,425
    
    
    
    427,546
    
    
    
    717,843
    
    
    
    76,153
    
    
    
    
    
    
    
    (32,164
    )
    
    
    1,794,803Selling, general and
administrative expenses
    
    
    706,478
    
    
    
    160,302
    
    
    
    196,971
    
    
    
    61,339
    
    
    
    
    
    
    
    (33,602
    )
    
    
    1,091,488Depreciation and amortization
    
    
    192,401
    
    
    
    158,319
    
    
    
    152,522
    
    
    
    39,660
    
    
    
    6,689
    
    
    
    
    
    
    
    549,591Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    209,123
    
    
    
    
    
    
    
    209,123Other operating expense  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (22,523
    )
    
    
    
    
    
    
    (22,523
    )Operating income (loss)
    
    $
    610,667
    
    
    $
    181,848
    
    
    $
    9,910
    
    
    $
    (484
    )
    
    $
    (238,335
    )
    
    $
    
    
    
    $
    563,606Intersegment revenues
    
    $
    21,056
    
    
    $
    2,712
    
    
    $
    
    
    
    $
    41,998
    
    
    $
    
    
    
    $
    
    
    
    $
    65,766Share-based compensation
expense
    
    $
    5,252
    
    
    $
    6,553
    
    
    $
    1,953
    
    
    $
    
    
    
    $
    11,209
    
    
    $
    
    
    
    $
    24,967Capital expenditures
    
    $
    21,617
    
    
    $
    70,615
    
    
    $
    68,659
    
    
    $
    
    
    
    $
    8,514
    
    
    $
    
    
    
    $
    169,405Nine Months Ended September 30, 2009Revenue
    
    $
    2,024,421
    
    
    $
    898,277
    
    
    $
    1,036,678
    
    
    $
    141,807
    
    
    $
    
    
    
    $
    (61,358
    )
    
    $
    4,039,825Direct operating expenses
    
    
    676,515
    
    
    
    440,885
    
    
    
    729,798
    
    
    
    73,378
    
    
    
    
    
    
    
    (32,373
    )
    
    
    1,888,203Selling, general and
administrative expenses
    
    
    688,493
    
    
    
    147,839
    
    
    
    200,091
    
    
    
    67,711
    
    
    
    
    
    
    
    (28,985
    )
    
    
    1,075,149Depreciation and amortization
    
    
    197,830
    
    
    
    158,612
    
    
    
    169,157
    
    
    
    42,418
    
    
    
    5,977
    
    
    
    
    
    
    
    573,994Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    177,445
    
    
    
    
    
    
    
    177,445Impairment charges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,041,252
    
    
    
    
    
    
    
    4,041,252Other operating expense  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (33,007
    )
    
    
    
    
    
    
    (33,007
    )Operating income (loss)
    
    $
    461,583
    
    
    $
    150,941
    
    
    $
    (62,368
    )
    
    $
    (41,700
    )
    
    $
    (4,257,681
    )
    
    $
    
    
    
    $
    (3,749,225
    )Intersegment revenues
    
    $
    24,641
    
    
    $
    2,029
    
    
    $
    
    
    
    $
    34,688
    
    
    $
    
    
    
    $
    
    
    
    $
    61,358Share-based compensation
expense
    
    $
    6,208
    
    
    $
    5,971
    
    
    $
    1,806
    
    
    $
    
    
    
    $
    14,537
    
    
    $
    
    
    
    $
    28,522Capital expenditures
    
    $
    33,542
    
    
    $
    58,116
    
    
    $
    55,860
    
    
    $
    104
    
    
    $
    3,177
    
    
    $
    
    
    
    $
    150,799
 14




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##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Format of Presentation
   Executive Summary
  
    
    Consolidated revenue increased $83.4 million and $191.3 million for the three and
nine months ended September 30, 2010, respectively, compared to the same periods of
2009, primarily as a result of improved economic conditions throughout the first
nine months of 2010.
    
    Radio revenue increased $39.8 million and $90.6 million for the three and nine
months ended September 30, 2010, respectively, compared to the same periods of 2009,
primarily as a result of increased average rates per minute driven by increased
demand for both national and local advertising.
    
    Americas outdoor revenue increased $20.7 million and $29.7 million for the three
and nine months ended September 30, 2010, respectively, compared to the same periods
of 2009, driven by increases in revenue across our advertising inventory,
particularly digital.
    
    International outdoor revenue increased $13.7 million for the three months ended
September 30, 2010, compared to the same period of 2009, primarily as a result of
revenue growth from all of our advertising inventory categories, particularly street
furniture, and across most countries, partially offset by a decrease from movements
in foreign exchange of $12.5 million. Revenue increased $40.6 million for the nine
months ended September 30, 2010 compared to the same period of 2009, primarily as a
result of revenue growth from street furniture across most countries and included a
$3.4 million increase from movements in foreign exchange.
    
    Our subsidiary, Clear Channel Investments, Inc., repurchased $185.2 million
aggregate principal amount of Clear Channels senior toggle notes for $125.0 million
during the first nine months of 2010.
    
    We repaid $240.0 million upon the maturity of Clear Channels 4.50% senior notes
due 2010 in the first nine months of 2010.
    
    During the third quarter of 2010, Clear Channel repaid its remaining 7.65% senior
notes upon maturity for $138.8 million with proceeds from its delayed draw term loan
facility that was specifically designated for this purpose.
    
    During the third quarter of 2010, we received $132.3 million in Federal income
tax refunds.
    
    On October 15, 2010, Clear Channel Outdoor Holdings, Inc., our subsidiary,
transferred its interest in its Branded Cities operations to its joint venture
partner, The Ellman Companies. The long-lived tangible and intangible assets of the
Branded Cities operations were transferred for less than their carrying values in
connection with this transaction and, as a result, we recorded a non-cash charge in
the third quarter of 2010 of approximately $23.6 million in Other operating income
(expense)  net to present these assets at their estimated fair values as of
September 30, 2010.
 Certain Credit Agreement EBITDA Adjustments
  15




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##### Table of Contents



RESULTS OF OPERATIONS
 Consolidated Results of Operations
  Three Months Ended
    
    
    
    
    
    
    Nine Months EndedSeptember 30,
    
    
    
    
    
    
    September 30,(In thousands)
    
    2010
    
    
    2009
    
    
    % Change
    
    
    2010
    
    
    2009
    
    
    % ChangeRevenue
    
    $
    1,477,347
    
    
    $
    1,393,973
    
    
    
    6
    %
    
    $
    4,231,134
    
    
    $
    4,039,825
    
    
    
    5
    %Operating expenses:Direct operating expenses (excludes
depreciation and amortization)
    
    
    596,540
    
    
    
    632,778
    
    
    
    (6
    %)
    
    
    1,794,803
    
    
    
    1,888,203
    
    
    
    (5
    %)SG&A expenses (excludes depreciation and
amortization)
    
    
    365,555
    
    
    
    337,055
    
    
    
    8
    %
    
    
    1,091,488
    
    
    
    1,075,149
    
    
    
    2
    %Corporate expenses (excludes depreciation and
amortization)
    
    
    80,518
    
    
    
    79,723
    
    
    
    1
    %
    
    
    209,123
    
    
    
    177,445
    
    
    
    18
    %Depreciation and amortization
    
    
    184,079
    
    
    
    190,189
    
    
    
    (3
    %)
    
    
    549,591
    
    
    
    573,994
    
    
    
    (4
    %)Impairment charges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,041,252Other operating income (expense) net
    
    
    (29,559
    )
    
    
    1,403
    
    
    
    
    
    
    
    (22,523
    )
    
    
    (33,007
    )Operating income (loss)
    
    
    221,096
    
    
    
    155,631
    
    
    
    
    
    
    
    563,606
    
    
    
    (3,749,225
    )Interest expense
    
    
    389,197
    
    
    
    369,314
    
    
    
    
    
    
    
    1,160,571
    
    
    
    1,140,992Loss on marketable securities
    
    
    
    
    
    
    (13,378
    )
    
    
    
    
    
    
    
    
    
    
    (13,378
    )Equity in earnings (loss) of nonconsolidated
affiliates
    
    
    2,994
    
    
    
    1,226
    
    
    
    
    
    
    
    8,612
    
    
    
    (20,681
    )Other income (expense)  net
    
    
    (5,700
    )
    
    
    222,282
    
    
    
    
    
    
    
    51,548
    
    
    
    649,731Loss before income taxes
    
    
    (170,807
    )
    
    
    (3,553
    )
    
    
    
    
    
    
    (536,805
    )
    
    
    (4,274,545
    )Income tax benefit (expense)
    
    
    20,415
    
    
    
    (89,118
    )
    
    
    
    
    
    
    129,579
    
    
    
    75,842Consolidated net loss
    
    
    (150,392
    )
    
    
    (92,671
    )
    
    
    
    
    
    
    (407,226
    )
    
    
    (4,198,703
    )Amount attributable to noncontrolling interest
    
    
    4,293
    
    
    
    (2,816
    )
    
    
    
    
    
    
    9,197
    
    
    
    (17,227
    )Net loss attributable to the Company
    
    $
    (154,685
    )
    
    $
    (89,855
    )
    
    
    
    
    
    $
    (416,423
    )
    
    $
    (4,181,476
    )
 Consolidated Revenue
   16




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##### Table of Contents



Consolidated Direct Operating Expenses
   Consolidated Selling, General and Administrative (SG&A) Expenses
   Corporate Expenses
   Depreciation and Amortization
   17




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##### Table of Contents



Other Operating Income (Expense)  Net
   Interest Expense
   Loss on Marketable Securities
  Equity in Earnings (Loss) of Nonconsolidated Affiliates
  Other Income (Expense)  Net
 Debt Repurchases and Maturities
  Income Tax Benefit (Expense)
   18




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##### Table of Contents



Segment Revenue and Divisional Operating Expenses
 Radio Broadcasting
  Three Months Ended
    
    
    
    
    
    
    Nine Months EndedSeptember 30,

    
    
    %
    
    
    September 30,

    
    
    %(In thousands)
    
    2010
    
    
    2009
    
    
    Change
    
    
    2010
    
    
    2009
    
    
    ChangeRevenue
    
    $
    743,034
    
    
    $
    703,232
    
    
    
    6
    %
    
    $
    2,114,971
    
    
    $
    2,024,421
    
    
    
    4
    %Direct operating expenses
    
    
    202,771
    
    
    
    214,748
    
    
    
    (6
    %)
    
    
    605,425
    
    
    
    676,515
    
    
    
    (11
    %)SG&A expenses
    
    
    240,668
    
    
    
    222,927
    
    
    
    8
    %
    
    
    706,478
    
    
    
    688,493
    
    
    
    3
    %Depreciation and amortization
    
    
    64,657
    
    
    
    63,008
    
    
    
    3
    %
    
    
    192,401
    
    
    
    197,830
    
    
    
    (3
    %)Operating income
    
    $
    234,938
    
    
    $
    202,549
    
    
    
    16
    %
    
    $
    610,667
    
    
    $
    461,583
    
    
    
    32
    %
 Three Months
   Nine Months
    Americas Outdoor Advertising
 Disposition of Taxi Business
  19




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##### Table of Contents



Three Months Ended
    
    
    
    
    
    
    Nine Months EndedSeptember 30,
    
    
    %
    
    
    September 30,
    
    
    %(In thousands)
    
    2010
    
    
    2009
    
    
    Change
    
    
    2010
    
    
    2009
    
    
    ChangeRevenue
    
    $
    333,269
    
    
    $
    312,537
    
    
    
    7
    %
    
    $
    928,015
    
    
    $
    898,277
    
    
    
    3
    %Direct operating expenses
    
    
    143,940
    
    
    
    147,250
    
    
    
    (2
    %)
    
    
    427,546
    
    
    
    440,885
    
    
    
    (3
    %)SG&A expenses
    
    
    51,750
    
    
    
    47,602
    
    
    
    9
    %
    
    
    160,302
    
    
    
    147,839
    
    
    
    8
    %Depreciation and amortization
    
    
    53,139
    
    
    
    54,102
    
    
    
    (2
    %)
    
    
    158,319
    
    
    
    158,612
    
    
    
    (0
    %)Operating income
    
    $
    84,440
    
    
    $
    63,583
    
    
    
    33
    %
    
    $
    181,848
    
    
    $
    150,941
    
    
    
    20
    %
 Three Months
   Nine Months
   International Outdoor Advertising
  Three Months Ended
    
    
    
    
    
    
    Nine Months EndedSeptember 30,
    
    
    %
    
    
    September 30,
    
    
    %(In thousands)
    
    2010
    
    
    2009
    
    
    Change
    
    
    2010
    
    
    2009
    
    
    ChangeRevenue
    
    $
    361,817
    
    
    $
    348,085
    
    
    
    4
    %
    
    $
    1,077,246
    
    
    $
    1,036,678
    
    
    
    4
    %Direct operating expenses
    
    
    236,679
    
    
    
    251,516
    
    
    
    (6
    %)
    
    
    717,843
    
    
    
    729,798
    
    
    
    (2
    %)SG&A expenses
    
    
    63,474
    
    
    
    61,222
    
    
    
    4
    %
    
    
    196,971
    
    
    
    200,091
    
    
    
    (2
    %)Depreciation and amortization
    
    
    50,694
    
    
    
    56,951
    
    
    
    (11
    %)
    
    
    152,522
    
    
    
    169,157
    
    
    
    (10
    %)Operating income (loss)
    
    $
    10,970
    
    
    $
    (21,604
    )
    
    
    151
    %
    
    $
    9,910
    
    
    $
    (62,368
    )
    
    
    116
    %
 Three Months
   20




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##### Table of Contents



Nine Months
    Reconciliation of Segment Operating Income (Loss) to Consolidated Operating Income (Loss)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,(In thousands)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Radio broadcasting
    
    $
    234,938
    
    
    $
    202,549
    
    
    $
    610,667
    
    
    $
    461,583Americas outdoor advertising
    
    
    84,440
    
    
    
    63,583
    
    
    
    181,848
    
    
    
    150,941International outdoor advertising
    
    
    10,970
    
    
    
    (21,604
    )
    
    
    9,910
    
    
    
    (62,368
    )Other
    
    
    3,275
    
    
    
    (8,535
    )
    
    
    (484
    )
    
    
    (41,700
    )Impairment charges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,041,252
    )Other operating income (expense)  net
    
    
    (29,559
    )
    
    
    1,403
    
    
    
    (22,523
    )
    
    
    (33,007
    )Corporate expenses
    
    
    (82,968
    )
    
    
    (81,765
    )
    
    
    (215,812
    )
    
    
    (183,422
    )Consolidated operating income (loss)
    
    $
    221,096
    
    
    $
    155,631
    
    
    $
    563,606
    
    
    $
    (3,749,225
    )
 Share-Based Compensation Expense
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,(In thousands)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Radio broadcasting
    
    $
    1,746
    
    
    $
    2,070
    
    
    $
    5,252
    
    
    $
    6,208Americas outdoor advertising
    
    
    2,207
    
    
    
    1,775
    
    
    
    6,553
    
    
    
    5,971International outdoor advertising
    
    
    658
    
    
    
    537
    
    
    
    1,953
    
    
    
    1,806Corporate
    
    
    3,732
    
    
    
    4,834
    
    
    
    11,209
    
    
    
    14,537Total share-based compensation expense
    
    $
    8,343
    
    
    $
    9,216
    
    
    $
    24,967
    
    
    $
    28,522
  21




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##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
  Cash Flows
 Nine Months EndedSeptember 30,(In thousands)
    
    2010
    
    
    2009Cash provided by (used for):Operating activities
    
    $
    316,542
    
    
    $
    10,102Investing activities
    
    $
    (165,339
    )
    
    $
    (67,019
    )Financing activities
    
    $
    (334,363
    )
    
    $
    1,191,841
 Operating Activities
  Investing Activities
   Financing Activities
 Debt Repurchases and Maturities
  Anticipated Cash Requirements
  22




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##### Table of Contents



SOURCES OF CAPITAL
  September 30,
    
    
    December 31,(In millions)
    
    2010
    
    
    2009Senior Secured Credit Facilities:Term Loan Facilities
    
    $
    10,885.4
    
    
    $
    10,885.4Revolving Credit Facility
    
    
    1,842.5
    
    
    
    1,812.5Delayed Draw Term Loan Facilities
    
    
    1,013.2
    
    
    
    874.4Receivables Based Facility
    
    
    354.2
    
    
    
    355.8Secured Subsidiary Debt
    
    
    5.9
    
    
    
    5.2Total Secured Debt
    
    
    14,101.2
    
    
    
    13,933.3Senior Cash Pay Notes
    
    
    796.3
    
    
    
    796.3Senior Toggle Notes
    
    
    829.8
    
    
    
    915.2Clear Channel Senior Notes (1)
    
    
    2,245.7
    
    
    
    2,479.5Subsidiary Senior Notes
    
    
    2,500.0
    
    
    
    2,500.0Clear Channel Subsidiary Debt
    
    
    65.5
    
    
    
    77.7Total Debt
    
    
    20,538.5
    
    
    
    20,702.0Less: Cash and cash equivalents
    
    
    1,700.8
    
    
    
    1,884.0$
    18,837.7
    
    
    $
    18,818.0
 
 (1)
    
    Includes $665.7 million and $788.1 million at September 30, 2010 and December 31, 2009,
respectively, in unamortized fair value purchase accounting discounts related to the merger.  23




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##### Table of Contents



Disposition of Assets
   USES OF CAPITAL
 Debt Repurchases and Maturities
  Nine Months Ended(In thousands)
    
    September 30, 2010CC InvestmentsPrincipal amount of debt repurchased
    
    $
    185,185Deferred loan costs and other
    
    
    104Gain recorded in Other income (expense)  net
    
    
    (60,289
    )Cash paid for repurchases of long-term debt
    
    $
    125,000
   24




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##### Table of Contents



Certain Relationships with the Sponsors
  Commitments, Contingencies and Guarantees
   SEASONALITY
  MARKET RISK
 Interest Rate Risk
     Foreign Currency Exchange Rate Risk
  25




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##### Table of Contents



Inflation
  NEW ACCOUNTING PRONOUNCEMENTS
   CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
   
    
    the impact of the substantial indebtedness incurred to finance the consummation
of the merger, including the effect of our leverage on our financial position and
earnings;
    
    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;
    
    risks associated with a global economic downturn and its impact on capital
markets;
    
    other general economic and political conditions in the United States 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 risk that our restructuring program may not be entirely successful;
    
    the impact of the geopolitical environment;
    
    industry conditions, including competition;
    
    fluctuations in operating costs;
    
    technological changes and innovations;
    
    changes in labor conditions;
    
    legislative or regulatory requirements;
    
    capital expenditure requirements;
    
    fluctuations in exchange rates and currency values;
 26




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##### Table of Contents




    
    the outcome of pending and future litigation;
    
    changes in interest rates;
    
    taxes;
    
    shifts in population and other demographics;
    
    access to capital markets and borrowed indebtedness;
    
    the risk that we may not be able to integrate the operations of recently acquired
companies successfully; and
    
    certain other factors set forth in our other filings with the Securities and
Exchange Commission, including our Annual Report on Form 10-K for the year ended
December 31, 2009.
  
 ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4.
    
    CONTROLS AND PROCEDURES
   27




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##### Table of Contents



PART II OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings
 Dukes v. Wal-Mart
    28




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##### Table of Contents



Item 1A.
    
    Risk Factors
   
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
  Maximum Number (orApproximate DollarTotal Number of Shares
    
    
    Value) of Shares thatTotal Number of
    
    
    Average
    
    
    Purchased as Part of
    
    
    May Yet Be PurchasedShares
    
    
    Price Paid
    
    
    Publicly Announced
    
    
    Under the Plans orPeriod
    
    Purchased (1)
    
    
    per Share (2)
    
    
    Plans or Programs
    
    
    ProgramsJuly 1 through July 31
    
    
    67,215
    
    
    $
    6.50
    
    
    
    
    
    
    
    (3
    )August 1 through August 31
    
    
    200,000
    
    
    $
    36.00
    
    
    
    
    
    
    
    (3
    )September 1 through September 30
    
    
    81
    
    
    $
    7.50
    
    
    
    
    
    
    
    (3
    )Total
    
    
    267,296
    
    
    $
    28.57
    
    
    
    
    
    
    $
    100,000,000
    (3)
 
 (1)
    
    The shares indicated consist of: (a) 200,000 shares tendered by Mark P. Mays to
the Company on August 23, 2010 for purchase at $36.00 per share pursuant to a put option
included in his amended employment agreement; and (b) 67,296 shares tendered by
employees to the Company during the three months ended September 30, 2010 to satisfy the
employees tax withholding obligations in connection with the vesting and release of
restricted shares, which are repurchased by the Company based on their fair market value
on the date the relevant transaction occurs.(2)
    
    The calculation of the average price paid per share does not give effect to any
fees, commissions or other costs associated with the repurchase of such shares. The
calculation includes 200,000 shares purchased by the Company at $36.00 per share
pursuant to a put option included in Mr. Mays amended employment agreement. Without
those 200,000 shares, the weighted average price paid per share would have been $6.50.(3)
    
    On August 9, 2010, Clear Channel Communications, Inc., an indirect subsidiary of
the Company, announced that its board of directors approved a stock purchase program
under which Clear Channel Communications or its subsidiaries may purchase up to an
aggregate of $100 million of the Class A common stock of the Company and/or the Class A
common stock of Clear Channel Outdoor Holdings, Inc., an indirect subsidiary of Clear
Channel Communications. The stock purchase program does not have a fixed expiration
date and may be modified, suspended or terminated at any time at Clear Channel
Communications discretion. No shares were purchased under the stock purchase program
during the three months ended September 30, 2010. 
 Item 3.
    
    Defaults Upon Senior Securities
  
 Item 4.
    
    (Removed and Reserved)
 
 Item 5.
    
    Other Information
  29




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##### Table of Contents



Item 6.
    
    Exhibits
 ExhibitNumber
    
    Description11*
    
    Statement re: Computation of Per Share Earnings.31.1*
    
    Certification 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 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. 30




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##### Table of Contents



Signatures
  CC MEDIA HOLDINGS, INC.November 8, 2010
    /s/ Scott D. HamiltonScott D. HamiltonChief Accounting Officer 31