##### 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 JUNE 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
    
    26-0241222(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)200 East Basse RoadSan Antonio, Texas
    
    78209(Address of principal executive offices)
    
    (Zip Code)
 
 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 August 5, 2010Class A common stock, $.001 par value
    
    23,418,287Class B common stock, $.001 par value
    
    555,556Class C common stock, $.001 par value
    
    58,967,502




---



##### 



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
 INDEX
 Page No.PART I FINANCIAL INFORMATIONItem 1. Unaudited Financial Statements
    
    
    2Condensed Consolidated Balance Sheets at June 30, 2010 and December 31, 2009
    
    
    2Consolidated Statements of Operations for the three and six months ended June 30, 2010
and 2009
    
    
    3Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2010
and 2009
    
    
    4Notes to Consolidated Financial Statements
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    25Item 4. Controls and Procedures
    
    
    25PART II OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    26Item 1A. Risk Factors
    
    
    26Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    26Item 3. Defaults Upon Senior Securities
    
    
    27Item 4. (Removed and Reserved)
    
    
    27Item 5. Other Information
    
    
    27Item 6. Exhibits
    
    
    28Signatures
    
    
    29EX-11EX-31.1EX-31.2EX-32.1EX-32.2
  1




---



##### Table of Contents



PART I FINANCIAL INFORMATION
 
 ITEM 1.
    
    UNAUDITED FINANCIAL STATEMENTS
 CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (In thousands)
 June 30,2010
    
    
    December 31,(Unaudited)
    
    
    2009CURRENT ASSETSCash and cash equivalents
    
    $
    1,504,730
    
    
    $
    1,883,994Accounts receivable, net
    
    
    1,323,697
    
    
    
    1,301,700Other current assets
    
    
    459,264
    
    
    
    473,151Total Current Assets
    
    
    3,287,691
    
    
    
    3,658,845PROPERTY, PLANT AND EQUIPMENTStructures, net
    
    
    2,027,471
    
    
    
    2,143,972Other property, plant and equipment, net
    
    
    1,142,005
    
    
    
    1,188,421INTANGIBLE ASSETSDefinite-lived intangibles, net
    
    
    2,423,875
    
    
    
    2,599,244Indefinite-lived intangibles
    
    
    3,551,918
    
    
    
    3,562,057Goodwill
    
    
    4,092,443
    
    
    
    4,125,005Other assets
    
    
    761,379
    
    
    
    769,557Total Assets
    
    $
    17,286,782
    
    
    $
    18,047,101CURRENT LIABILITIESAccounts payable and accrued expenses
    
    $
    943,340
    
    
    $
    995,740Current portion of long-term debt
    
    
    916,043
    
    
    
    398,779Deferred income
    
    
    187,470
    
    
    
    149,617Total Current Liabilities
    
    
    2,046,853
    
    
    
    1,544,136Long-term debt
    
    
    19,535,311
    
    
    
    20,303,126Deferred income taxes
    
    
    2,079,500
    
    
    
    2,220,023Other long-term liabilities
    
    
    834,416
    
    
    
    824,554Commitments and contingent liabilitiesSHAREHOLDERS DEFICITNoncontrolling interest
    
    
    446,716
    
    
    
    455,648Common stock
    
    
    82
    
    
    
    82Additional paid-in capital
    
    
    2,119,138
    
    
    
    2,109,110Retained deficit
    
    
    (9,337,822
    )
    
    
    (9,076,084
    )Accumulated other comprehensive loss
    
    
    (436,495
    )
    
    
    (333,309
    )Cost of shares held in treasury
    
    
    (917
    )
    
    
    (185
    )Total Shareholders Deficit
    
    
    (7,209,298
    )
    
    
    (6,844,738
    )Total Liabilities and Shareholders Deficit
    
    $
    17,286,782
    
    
    $
    18,047,101
  2




---



##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (UNAUDITED)
 (In thousands, except per share data)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Revenue
    
    $
    1,490,009
    
    
    $
    1,437,865
    
    
    $
    2,753,787
    
    
    $
    2,645,852Operating expenses:Direct operating expenses (excludes depreciation and
amortization)
    
    
    600,916
    
    
    
    637,076
    
    
    
    1,198,263
    
    
    
    1,255,425Selling, general and administrative expenses (excludes
depreciation and amortization)
    
    
    376,637
    
    
    
    360,558
    
    
    
    725,933
    
    
    
    738,094Corporate expenses (excludes depreciation and amortization)
    
    
    64,109
    
    
    
    50,087
    
    
    
    128,605
    
    
    
    97,722Depreciation and amortization
    
    
    184,178
    
    
    
    208,246
    
    
    
    365,512
    
    
    
    383,805Impairment charges
    
    
    
    
    
    
    4,041,252
    
    
    
    
    
    
    
    4,041,252Other operating income (expense) net
    
    
    3,264
    
    
    
    (31,516
    )
    
    
    7,036
    
    
    
    (34,410
    )Operating income (loss)
    
    
    267,433
    
    
    
    (3,890,870
    )
    
    
    342,510
    
    
    
    (3,904,856
    )Interest expense
    
    
    385,579
    
    
    
    384,625
    
    
    
    771,374
    
    
    
    771,678Equity in earnings (loss) of nonconsolidated affiliates
    
    
    3,747
    
    
    
    (17,719
    )
    
    
    5,618
    
    
    
    (21,907
    )Other (expense) income net
    
    
    (787
    )
    
    
    430,629
    
    
    
    57,248
    
    
    
    427,449Loss before income taxes
    
    
    (115,186
    )
    
    
    (3,862,585
    )
    
    
    (365,998
    )
    
    
    (4,270,992
    )Income tax benefit
    
    
    37,979
    
    
    
    184,552
    
    
    
    109,164
    
    
    
    164,960Consolidated net loss
    
    
    (77,207
    )
    
    
    (3,678,033
    )
    
    
    (256,834
    )
    
    
    (4,106,032
    )Amount attributable to noncontrolling interest
    
    
    9,117
    
    
    
    (4,629
    )
    
    
    4,904
    
    
    
    (14,411
    )Net loss attributable to the Company
    
    $
    (86,324
    )
    
    $
    (3,673,404
    )
    
    $
    (261,738
    )
    
    $
    (4,091,621
    )Other comprehensive (loss) income, net of tax:Foreign currency translation adjustments
    
    
    (74,223
    )
    
    
    133,058
    
    
    
    (113,672
    )
    
    
    85,715Unrealized (loss) gain on securities and derivatives:Unrealized holding (loss) gain on marketable securities
    
    
    (412
    )
    
    
    8,551
    
    
    
    3,533
    
    
    
    (1,610
    )Unrealized holding loss on cash flow derivatives
    
    
    (4,992
    )
    
    
    (47,393
    )
    
    
    (8,146
    )
    
    
    (75,750
    )Reclassification adjustment
    
    
    (1,366
    )
    
    
    (513
    )
    
    
    (1,141
    )
    
    
    3,120Comprehensive loss
    
    
    (167,317
    )
    
    
    (3,579,701
    )
    
    
    (381,164
    )
    
    
    (4,080,146
    )Amount attributable to noncontrolling interest
    
    
    (11,572
    )
    
    
    19,509
    
    
    
    (16,240
    )
    
    
    10,337Comprehensive loss attributable to the Company
    
    $
    (155,745
    )
    
    $
    (3,599,210
    )
    
    $
    (364,924
    )
    
    $
    (4,090,483
    )Net loss per common share:Basic
    
    $
    (1.06
    )
    
    $
    (45.23
    )
    
    $
    (3.23
    )
    
    $
    (50.41
    )Weighted average common shares outstanding  Basic
    
    
    81,540
    
    
    
    81,224
    
    
    
    81,484
    
    
    
    81,163Diluted
    
    $
    (1.06
    )
    
    $
    (45.23
    )
    
    $
    (3.23
    )
    
    $
    (50.41
    )Weighted average common shares outstanding  Diluted
    
    
    81,540
    
    
    
    81,224
    
    
    
    81,484
    
    
    
    81,163
  3




---



##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 (In thousands)
 Six Months Ended June 30,2010
    
    
    2009Cash flows from operating activities:Consolidated net loss
    
    $
    (256,834
    )
    
    $
    (4,106,032
    )Reconciling items:Impairment charges
    
    
    
    
    
    
    4,041,252Depreciation and amortization
    
    
    365,512
    
    
    
    383,805Deferred taxes
    
    
    (135,808
    )
    
    
    (194,991
    )(Gain) loss on disposal of operating assets
    
    
    (7,036
    )
    
    
    34,410Gain on extinguishment of debt
    
    
    (60,289
    )
    
    
    (440,338
    )Provision for doubtful accounts
    
    
    7,791
    
    
    
    24,206Share-based compensation
    
    
    16,624
    
    
    
    19,306Equity in (earnings) loss of nonconsolidated affiliates
    
    
    (5,618
    )
    
    
    21,907Amortization of deferred financing charges and note discounts, net
    
    
    105,596
    
    
    
    120,352Other reconciling items  net
    
    
    3,757
    
    
    
    (3,444
    )Changes in operating assets and liabilities:(Increase) decrease in accounts receivable
    
    
    (66,994
    )
    
    
    79,415Increase in deferred income
    
    
    42,320
    
    
    
    45,507Increase (decrease) in accounts payable, accrued expenses and
other liabilities
    
    
    18,166
    
    
    
    (92,683
    )Increase (decrease) in accrued interest
    
    
    45,188
    
    
    
    (17,837
    )Changes in other operating assets and liabilities, net of
effects of acquisitions and dispositions
    
    
    (19,583
    )
    
    
    1,212Net cash provided by (used for) operating activities
    
    
    52,792
    
    
    
    (83,953
    )Cash flows from investing activities:Sales of investments  net
    
    
    200
    
    
    
    23,689Purchases of property, plant and equipment
    
    
    (103,409
    )
    
    
    (92,623
    )Acquisition of operating assets
    
    
    (10,814
    )
    
    
    (6,930
    )Proceeds from disposal of assets
    
    
    11,107
    
    
    
    37,332Change in other  net
    
    
    (2,637
    )
    
    
    6,643Net cash used for investing activities
    
    
    (105,553
    )
    
    
    (31,889
    )Cash flows from financing activities:Draws on credit facilities
    
    
    148,304
    
    
    
    1,622,444Payments on credit facilities
    
    
    (104,541
    )
    
    
    (149,376
    )Proceeds from delayed draw term loan facility
    
    
    
    
    
    
    500,000Proceeds from long-term debt
    
    
    6,844
    
    
    
    Payments on long-term debt
    
    
    (247,807
    )
    
    
    (466,812
    )Repurchases of long-term debt
    
    
    (125,000
    )
    
    
    (119,684
    )Change in other  net
    
    
    (4,303
    )
    
    
    (13,074
    )Net cash (used for) provided by financing activities
    
    
    (326,503
    )
    
    
    1,373,498Net (decrease) increase in cash and cash equivalents
    
    
    (379,264
    )
    
    
    1,257,656Cash and cash equivalents at beginning of period
    
    
    1,883,994
    
    
    
    239,846Cash and cash equivalents at end of period
    
    $
    1,504,730
    
    
    $
    1,497,502
  4




---



##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)
  Preparation of Interim Financial Statements
     Property, Plant and Equipment
  June 30,
    
    
    December 31,(In thousands)
    
    2010
    
    
    2009Land, buildings and improvements
    
    $
    640,306
    
    
    $
    633,222Structures
    
    
    2,499,110
    
    
    
    2,514,602Towers, transmitters and studio equipment
    
    
    383,709
    
    
    
    381,046Furniture and other equipment
    
    
    250,037
    
    
    
    234,101Construction in progress
    
    
    67,405
    
    
    
    88,3913,840,567
    
    
    
    3,851,362Less: accumulated depreciation
    
    
    671,091
    
    
    
    518,969Property, plant and equipment, net
    
    $
    3,169,476
    
    
    $
    3,332,393
 Definite-lived Intangible Assets
   5




---



##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)
 June 30, 2010
    
    
    December 31, 2009Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    Accumulated(In thousands)
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationTransit, street furniture and
other outdoor contractual rights
    
    $
    762,912
    
    
    $
    194,242
    
    
    $
    803,297
    
    
    $
    166,803Customer / advertiser relationships
    
    
    1,210,205
    
    
    
    229,861
    
    
    
    1,210,205
    
    
    
    169,897Talent contracts
    
    
    320,854
    
    
    
    78,754
    
    
    
    320,854
    
    
    
    57,825Representation contracts
    
    
    228,802
    
    
    
    82,251
    
    
    
    218,584
    
    
    
    54,755Other
    
    
    549,826
    
    
    
    63,616
    
    
    
    550,041
    
    
    
    54,457Total
    
    $
    3,072,599
    
    
    $
    648,724
    
    
    $
    3,102,981
    
    
    $
    503,737
   (In thousands)2011
    
    $
    305,6482012
    
    
    292,3862013
    
    
    276,2172014
    
    
    255,1792015
    
    
    230,998
 Indefinite-lived Intangible Assets
  June 30,
    
    
    December 31,(In thousands)
    
    2010
    
    
    2009FCC broadcast licenses
    
    $
    2,429,040
    
    
    $
    2,429,839Billboard permits
    
    
    1,122,878
    
    
    
    1,132,218Total indefinite-lived intangible assets
    
    $
    3,551,918
    
    
    $
    3,562,057
 Goodwill
  Americas
    
    
    InternationalRadio
    
    
    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
    
    
    (2,261
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,261
    )Foreign currency
    
    
    
    
    
    
    19
    
    
    
    (29,827
    )
    
    
    
    
    
    
    (29,808
    )Other
    
    
    (750
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (750
    )Balance as of June 30, 2010
    
    $
    3,143,858
    
    
    $
    585,268
    
    
    $
    246,516
    
    
    $
    116,801
    
    
    $
    4,092,443
 6




---



##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)
    June 30,
    
    
    December 31,(In thousands)
    
    2010
    
    
    2009Senior Secured Credit Facilities:Term Loan Facilities (1)
    
    $
    10,885,447
    
    
    $
    10,885,447Revolving Credit Facility Due 2014
    
    
    1,862,500
    
    
    
    1,812,500Delayed Draw Facilities Due 2016
    
    
    874,432
    
    
    
    874,432Receivables Based Facility Due 2014
    
    
    362,732
    
    
    
    355,732Other secured long-term debt
    
    
    5,926
    
    
    
    5,225Total consolidated secured debt
    
    
    13,991,037
    
    
    
    13,933,336Senior Cash Pay Notes
    
    
    796,250
    
    
    
    796,250Senior Toggle Notes
    
    
    783,783
    
    
    
    915,200Clear Channel Senior Notes
    
    
    3,027,574
    
    
    
    3,267,549Subsidiary Senior Notes
    
    
    2,500,000
    
    
    
    2,500,000Other long-term debt
    
    
    60,332
    
    
    
    77,657Purchase accounting adjustments and original issue discount
    
    
    (707,622
    )
    
    
    (788,087
    )20,451,354
    
    
    
    20,701,905Less: current portion
    
    
    916,043
    
    
    
    398,779Total long-term debt
    
    $
    19,535,311
    
    
    $
    20,303,126
 
 (1)
    
    The term loan facilities mature at various dates from 2014 through 2016.  Debt Repurchases and Maturities
  Six Months Ended(In thousands)
    
    June 30, 2010CC InvestmentsPrincipal amount of debt repurchased
    
    $
    185,185Deferred loan costs and other
    
    
    104Gain recorded in Other (expense) income net (1)
    
    
    (60,289
    )Cash paid for repurchases of long-term debt
    
    $
    125,000
 
 (1)
    
    CC Investments repurchased certain of Clear Channels senior toggle notes at a
discount, resulting in a gain on the extinguishment of debt. 7




---



##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)
   Restructuring Program
   Share-based Compensation Expense
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,(In thousands)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Direct operating expenses
    
    $
    2,999
    
    
    $
    2,871
    
    
    $
    5,720
    
    
    $
    5,878Selling, general and administrative expenses
    
    
    1,766
    
    
    
    1,837
    
    
    
    3,427
    
    
    
    3,725Corporate expenses
    
    
    3,744
    
    
    
    4,827
    
    
    
    7,477
    
    
    
    9,703Total share-based compensation expense
    
    $
    8,509
    
    
    $
    9,535
    
    
    $
    16,624
    
    
    $
    19,306
  Supplemental Disclosures
  Six Months Ended(In thousands)
    
    June 30, 2010Interest
    
    $
    626,813Income taxes
    
    
    14,457
 Divestiture Trusts
  8




---



##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)
 Income Tax Benefit (Expense)
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,(In thousands)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Current tax expense
    
    $
    (13,987
    )
    
    $
    (18,936
    )
    
    $
    (26,644
    )
    
    $
    (30,031
    )Deferred tax benefit
    
    
    51,966
    
    
    
    203,488
    
    
    
    135,808
    
    
    
    194,991Income tax benefit
    
    $
    37,979
    
    
    $
    184,552
    
    
    $
    109,164
    
    
    $
    164,960
     Marketable Equity Securities
  June 30, 2010
    
    
    December 31, 2009Gross
    
    
    Gross
    
    
    
    
    
    
    
    
    
    
    Gross
    
    
    Gross(In thousands)
    
    
    
    
    
    Unrealized
    
    
    Unrealized
    
    
    Fair
    
    
    
    
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairInvestments
    
    Cost
    
    
    Losses
    
    
    Gains
    
    
    Value
    
    
    Cost
    
    
    Losses
    
    
    Gains
    
    
    ValueAvailable-for-sale
    
    $
    19,104
    
    
    $
    (3,618
    )
    
    $
    31,848
    
    
    $
    47,334
    
    
    $
    19,104
    
    
    $
    (12,237
    )
    
    $
    32,035
    
    
    $
    38,902
 Interest Rate Swap Agreements
   9




---



##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)
     Accumulated other(In thousands)
    
    comprehensive lossBalance at December 31, 2009
    
    $
    149,179Other comprehensive loss
    
    
    8,146Balance at June 30, 2010
    
    $
    157,325
 Other Comprehensive Income (Loss)
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,(In thousands)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Unrealized holding gain (loss) on marketable securities
    
    $
    3,470
    
    
    $
    (10,451
    )
    
    $
    (914
    )
    
    $
    (12,928
    )Unrealized holding gain on cash flow derivatives
    
    
    2,999
    
    
    
    27,787
    
    
    
    4,887
    
    
    
    44,295Income tax benefit
    
    $
    6,469
    
    
    $
    17,336
    
    
    $
    3,973
    
    
    $
    31,367
      10




---



##### 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)
    
    
    (261,738
    )
    
    
    4,904
    
    
    
    (256,834
    )Foreign currency translation adjustments
    
    
    (98,131
    )
    
    
    (15,541
    )
    
    
    (113,672
    )Unrealized holding gain (loss) on marketable securities
    
    
    4,101
    
    
    
    (568
    )
    
    
    3,533Unrealized holding loss on cash flow derivatives
    
    
    (8,146
    )
    
    
    
    
    
    
    (8,146
    )Reclassification adjustment
    
    
    (1,010
    )
    
    
    (131
    )
    
    
    (1,141
    )Other  net
    
    
    9,296
    
    
    
    2,404
    
    
    
    11,700Balances at June 30, 2010
    
    $
    (7,656,014
    )
    
    $
    446,716
    
    
    $
    (7,209,298
    )
 Noncontrolling(In thousands)
    
    The Company
    
    
    Interests
    
    
    ConsolidatedBalances at December 31, 2008
    
    $
    (3,342,451
    )
    
    $
    426,220
    
    
    $
    (2,916,231
    )Net loss
    
    
    (4,091,621
    )
    
    
    (14,411
    )
    
    
    (4,106,032
    )Foreign currency translation adjustments
    
    
    74,332
    
    
    
    11,383
    
    
    
    85,715Unrealized holding loss on marketable securities
    
    
    (564
    )
    
    
    (1,046
    )
    
    
    (1,610
    )Unrealized holding loss on cash flow derivatives
    
    
    (75,750
    )
    
    
    
    
    
    
    (75,750
    )Reclassification adjustment
    
    
    3,120
    
    
    
    33,382
    
    
    
    36,502Other  net
    
    
    3,616
    
    
    
    3,577
    
    
    
    7,193Balances at June 30, 2009
    
    $
    (7,429,318
    )
    
    $
    459,105
    
    
    $
    (6,970,213
    )
 11




---



##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
    CorporateAmericas Outdoor
    
    
    International
    
    
    
    
    
    
    and other(In thousands)
    
    Radio Broadcasting
    
    
    Advertising
    
    
    Outdoor Advertising
    
    
    Other
    
    
    reconciling items
    
    
    Eliminations
    
    
    ConsolidatedThree Months Ended June 30, 2010Revenue
    
    $
    748,738
    
    
    $
    323,769
    
    
    $
    377,638
    
    
    $
    62,773
    
    
    $
    3⁄4
    
    
    $
    (22,909
    )
    
    $
    1,490,009Direct operating expenses
    
    
    198,894
    
    
    
    144,298
    
    
    
    241,586
    
    
    
    27,213
    
    
    
    3⁄4
    
    
    
    (11,075
    )
    
    
    600,916Selling, general and
administrative expenses
    
    
    238,713
    
    
    
    64,075
    
    
    
    66,617
    
    
    
    19,066
    
    
    
    3⁄4
    
    
    
    (11,834
    )
    
    
    376,637Depreciation and amortization
    
    
    63,812
    
    
    
    55,729
    
    
    
    49,570
    
    
    
    12,925
    
    
    
    2,142
    
    
    
    
    
    
    
    184,178Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    64,109
    
    
    
    
    
    
    
    64,109Other operating income  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,264
    
    
    
    
    
    
    
    3,264Operating income (loss)
    
    $
    247,319
    
    
    $
    59,667
    
    
    $
    19,865
    
    
    $
    3,569
    
    
    $
    (62,987
    )
    
    $
    
    
    
    $
    267,433Intersegment revenues
    
    $
    7,143
    
    
    $
    790
    
    
    $
    
    
    
    $
    14,976
    
    
    $
    3⁄4
    
    
    $
    3⁄4
    
    
    $
    22,909Share-based compensation expense
    
    $
    1,757
    
    
    $
    2,316
    
    
    $
    692
    
    
    $
    3⁄4
    
    
    $
    3,744
    
    
    $
    3⁄4
    
    
    $
    8,509Three Months Ended June 30, 2009Revenue
    
    $
    717,567
    
    
    $
    315,553
    
    
    $
    376,564
    
    
    $
    49,335
    
    
    $
    3⁄4
    
    
    $
    (21,154
    )
    
    $
    1,437,865Direct operating expenses
    
    
    233,585
    
    
    
    148,755
    
    
    
    243,554
    
    
    
    21,755
    
    
    
    3⁄4
    
    
    
    (10,573
    )
    
    
    637,076Selling, general and
administrative expenses
    
    
    226,227
    
    
    
    51,398
    
    
    
    69,944
    
    
    
    23,570
    
    
    
    3⁄4
    
    
    
    (10,581
    )
    
    
    360,558Depreciation and amortization
    
    
    77,990
    
    
    
    57,860
    
    
    
    56,948
    
    
    
    13,485
    
    
    
    1,963
    
    
    
    3⁄4
    
    
    
    208,246Corporate expenses
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    50,087
    
    
    
    3⁄4
    
    
    
    50,087Impairment charges
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    4,041,252
    
    
    
    3⁄4
    
    
    
    4,041,252Other operating expense  net
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    (31,516
    )
    
    
    3⁄4
    
    
    
    (31,516
    )Operating income (loss)
    
    $
    179,765
    
    
    $
    57,540
    
    
    $
    6,118
    
    
    $
    (9,475
    )
    
    $
    (4,124,818
    )
    
    $
    
    
    
    $
    (3,890,870
    )Intersegment revenues
    
    $
    8,002
    
    
    $
    1,145
    
    
    $
    
    
    
    $
    12,007
    
    
    $
    3⁄4
    
    
    $
    3⁄4
    
    
    $
    21,154Share-based compensation
expense
    
    $
    2,139
    
    
    $
    2,028
    
    
    $
    613
    
    
    $
    (72
    )
    
    $
    4,827
    
    
    $
    3⁄4
    
    
    $
    9,535
 12




---



##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
 CorporateAmericas Outdoor
    
    
    International
    
    
    
    
    
    
    and other(In thousands)
    
    Radio Broadcasting
    
    
    Advertising
    
    
    Outdoor Advertising
    
    
    Other
    
    
    reconciling items
    
    
    Eliminations
    
    
    ConsolidatedSix Months Ended June 30, 2010Revenue
    
    $
    1,371,937
    
    
    $
    594,746
    
    
    $
    715,429
    
    
    $
    114,819
    
    
    $
    3⁄4
    
    
    $
    (43,144
    )
    
    $
    2,753,787Direct operating expenses
    
    
    402,654
    
    
    
    283,606
    
    
    
    481,164
    
    
    
    52,041
    
    
    
    3⁄4
    
    
    
    (21,202
    )
    
    
    1,198,263Selling, general and
administrative expenses
    
    
    465,810
    
    
    
    108,552
    
    
    
    133,497
    
    
    
    40,016
    
    
    
    3⁄4
    
    
    
    (21,942
    )
    
    
    725,933Depreciation and amortization
    
    
    127,744
    
    
    
    105,180
    
    
    
    101,828
    
    
    
    26,521
    
    
    
    4,239
    
    
    
    
    
    
    
    365,512Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    128,605
    
    
    
    
    
    
    
    128,605Other operating income  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,036
    
    
    
    
    
    
    
    7,036Operating income (loss)
    
    $
    375,729
    
    
    $
    97,408
    
    
    $
    (1,060
    )
    
    $
    (3,759
    )
    
    $
    (125,808
    )
    
    $
    
    
    
    $
    342,510Intersegment revenues
    
    $
    13,797
    
    
    $
    1,847
    
    
    $
    
    
    
    $
    27,500
    
    
    $
    3⁄4
    
    
    $
    3⁄4
    
    
    $
    43,144Share-based compensation
expense
    
    $
    3,506
    
    
    $
    4,346
    
    
    $
    1,295
    
    
    $
    3⁄4
    
    
    $
    7,477
    
    
    $
    3⁄4
    
    
    $
    16,624Six Months Ended June 30, 2009Revenue
    
    $
    1,321,189
    
    
    $
    585,740
    
    
    $
    688,593
    
    
    $
    91,133
    
    
    $
    3⁄4
    
    
    $
    (40,803
    )
    
    $
    2,645,852Direct operating expenses
    
    
    461,767
    
    
    
    293,635
    
    
    
    478,282
    
    
    
    44,281
    
    
    
    3⁄4
    
    
    
    (22,540
    )
    
    
    1,255,425Selling, general and
administrative expenses
    
    
    465,566
    
    
    
    100,237
    
    
    
    138,869
    
    
    
    51,685
    
    
    
    3⁄4
    
    
    
    (18,263
    )
    
    
    738,094Depreciation and amortization
    
    
    134,822
    
    
    
    104,510
    
    
    
    112,206
    
    
    
    28,332
    
    
    
    3,935
    
    
    
    3⁄4
    
    
    
    383,805Corporate expenses
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    97,722
    
    
    
    3⁄4
    
    
    
    97,722Impairment charges
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    4,041,252
    
    
    
    3⁄4
    
    
    
    4,041,252Other operating expense  net
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    (34,410
    )
    
    
    3⁄4
    
    
    
    (34,410
    )Operating income (loss)
    
    $
    259,034
    
    
    $
    87,358
    
    
    $
    (40,764
    )
    
    $
    (33,165
    )
    
    $
    (4,177,319
    )
    
    $
    
    
    
    $
    (3,904,856
    )Intersegment revenues
    
    $
    17,416
    
    
    $
    1,270
    
    
    $
    
    
    
    $
    22,117
    
    
    $
    3⁄4
    
    
    $
    3⁄4
    
    
    $
    40,803Share-based compensation
expense
    
    $
    4,138
    
    
    $
    4,196
    
    
    $
    1,269
    
    
    $
    3⁄4
    
    
    $
    9,703
    
    
    $
    3⁄4
    
    
    $
    19,306
    13




---



##### 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 $52.1 million and $107.9 million for the three and
six months ended June 30, 2010, respectively, compared to the same periods of 2009,
including decreases of $6.6 million and increases of $20.4 million from movements in
foreign exchange, respectively.
 
    
    Radio revenue increased $31.2 million and $50.7 million for the three and six
months ended June 30, 2010, respectively, compared to the same periods of 2009,
primarily from increases in national advertising.
 
    
    Americas outdoor revenue increased $8.2 million and $9.0 million for the three
and six months ended June 30, 2010, respectively, compared to the same periods of
2009, primarily driven by increases in revenue across our advertising inventory,
particularly digital.
 
    
    International outdoor revenue was relatively flat for the second quarter of 2010
compared to the same period of 2009, with growth across multiple markets being
offset by decreases from movements in foreign exchange. Revenue increased $26.8
million for the six months ended June 30, 2010 compared to the same period of 2009,
primarily as a result of an 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 six months of 2010.
 
    
    We repaid $240.0 million upon the maturity of Clear Channels 4.50% senior notes
due 2010 in the first six months of 2010.
 Restructuring Program and Certain Credit Agreement EBITDA Adjustments
    Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,(In thousands)
    

    2010
    
    
    2009
    
    
    2010
    
    
    2009Direct operating expenses
    
    $
    8,025
    
    
    $
    36,484
    
    
    $
    19,224
    
    
    $
    49,375SG&A expenses
    
    
    5,734
    
    
    
    6,878
    
    
    
    9,985
    
    
    
    19,776Corporate expenses
    
    
    1,889
    
    
    
    13,293
    
    
    
    3,653
    
    
    
    21,116Total
    
    $
    15,648
    
    
    $
    56,655
    
    
    $
    32,862
    
    
    $
    90,267
 14




---



##### Table of Contents



RESULTS OF OPERATIONS
 Consolidated Results of Operations
  Three Months Ended June 30,
    
    
    
    
    
    
    Six Months Ended June 30,(In thousands)
    
    2010
    
    
    2009
    
    
    % Change
    
    
    2010
    
    
    2009
    
    
    % ChangeRevenue
    
    $
    1,490,009
    
    
    $
    1,437,865
    
    
    
    4
    %
    
    $
    2,753,787
    
    
    $
    2,645,852
    
    
    
    4
    %Operating expenses:Direct operating expenses (excludes
depreciation and amortization)
    
    
    600,916
    
    
    
    637,076
    
    
    
    (6
    %)
    
    
    1,198,263
    
    
    
    1,255,425
    
    
    
    (5
    %)SG&A expenses (excludes depreciation
and amortization)
    
    
    376,637
    
    
    
    360,558
    
    
    
    4
    %
    
    
    725,933
    
    
    
    738,094
    
    
    
    (2
    %)Corporate expenses (excludes
depreciation and amortization)
    
    
    64,109
    
    
    
    50,087
    
    
    
    28
    %
    
    
    128,605
    
    
    
    97,722
    
    
    
    32
    %Depreciation and amortization
    
    
    184,178
    
    
    
    208,246
    
    
    
    (12
    %)
    
    
    365,512
    
    
    
    383,805
    
    
    
    (5
    %)Impairment charges
    
    
    
    
    
    
    4,041,252
    
    
    
    
    
    
    
    
    
    
    
    4,041,252Other operating income (expense)  net
    
    
    3,264
    
    
    
    (31,516
    )
    
    
    
    
    
    
    7,036
    
    
    
    (34,410
    )Operating income (loss)
    
    
    267,433
    
    
    
    (3,890,870
    )
    
    
    
    
    
    
    342,510
    
    
    
    (3,904,856
    )Interest expense
    
    
    385,579
    
    
    
    384,625
    
    
    
    
    
    
    
    771,374
    
    
    
    771,678Equity in earnings (loss) of
nonconsolidated affiliates
    
    
    3,747
    
    
    
    (17,719
    )
    
    
    
    
    
    
    5,618
    
    
    
    (21,907
    )Other (expense) income net
    
    
    (787
    )
    
    
    430,629
    
    
    
    
    
    
    
    57,248
    
    
    
    427,449Loss before income taxes
    
    
    (115,186
    )
    
    
    (3,862,585
    )
    
    
    
    
    
    
    (365,998
    )
    
    
    (4,270,992
    )Income tax benefit
    
    
    37,979
    
    
    
    184,552
    
    
    
    
    
    
    
    109,164
    
    
    
    164,960Consolidated net loss
    
    
    (77,207
    )
    
    
    (3,678,033
    )
    
    
    
    
    
    
    (256,834
    )
    
    
    (4,106,032
    )Amount attributable to noncontrolling
interest
    
    
    9,117
    
    
    
    (4,629
    )
    
    
    
    
    
    
    4,904
    
    
    
    (14,411
    )Net loss attributable to the Company
    
    $
    (86,324
    )
    
    $
    (3,673,404
    )
    
    
    
    
    
    $
    (261,738
    )
    
    $
    (4,091,621
    )
 Consolidated Revenue
   15




---



##### Table of Contents



Consolidated Direct Operating Expenses
   Consolidated SG&A Expenses
   Corporate Expenses
  Depreciation and Amortization
   Other Operating Income (Expense)  Net
  Interest Expense
  16




---



##### Table of Contents



Equity in Earnings (Loss) of Nonconsolidated Affiliates
  Other Income (Expense)  Net
 Debt Repurchases and Maturities
  Income Tax Benefit
   Segment Revenue and Divisional Operating Expenses
 Radio Broadcasting
  Three Months Ended June 30,
    
    
    
    
    
    
    Six Months Ended June 30,(In thousands)
    
    2010
    
    
    2009
    
    
    % Change
    
    
    2010
    
    
    2009
    
    
    % ChangeRevenue
    
    $
    748,738
    
    
    $
    717,567
    
    
    
    4
    %
    
    $
    1,371,937
    
    
    $
    1,321,189
    
    
    
    4
    %Direct operating expenses
    
    
    198,894
    
    
    
    233,585
    
    
    
    (15
    %)
    
    
    402,654
    
    
    
    461,767
    
    
    
    (13
    %)SG&A expenses
    
    
    238,713
    
    
    
    226,227
    
    
    
    6
    %
    
    
    465,810
    
    
    
    465,566
    
    
    
    0
    %Depreciation and amortization
    
    
    63,812
    
    
    
    77,990
    
    
    
    (18
    %)
    
    
    127,744
    
    
    
    134,822
    
    
    
    (5
    %)Operating income
    
    $
    247,319
    
    
    $
    179,765
    
    
    
    38
    %
    
    $
    375,729
    
    
    $
    259,034
    
    
    
    45
    %
 Three Months
   17




---



##### Table of Contents



Six Months
    Americas Outdoor Advertising
 Disposition of Taxi Business
   Three Months Ended June 30,
    
    
    
    
    
    
    Six Months Ended June 30,(In thousands)
    
    2010
    
    
    2009
    
    
    % Change
    
    
    2010
    
    
    2009
    
    
    % ChangeRevenue
    
    $
    323,769
    
    
    $
    315,553
    
    
    
    3
    %
    
    $
    594,746
    
    
    $
    585,740
    
    
    
    2
    %Direct operating expenses
    
    
    144,298
    
    
    
    148,755
    
    
    
    (3
    %)
    
    
    283,606
    
    
    
    293,635
    
    
    
    (3
    %)SG&A expenses
    
    
    64,075
    
    
    
    51,398
    
    
    
    25
    %
    
    
    108,552
    
    
    
    100,237
    
    
    
    8
    %Depreciation and amortization
    
    
    55,729
    
    
    
    57,860
    
    
    
    (4
    %)
    
    
    105,180
    
    
    
    104,510
    
    
    
    1
    %Operating income
    
    $
    59,667
    
    
    $
    57,540
    
    
    
    4
    %
    
    $
    97,408
    
    
    $
    87,358
    
    
    
    12
    %
 Three Months
   18




---



##### Table of Contents



Six Months
   International Outdoor Advertising
  Three Months Ended June 30,
    
    
    
    
    
    
    Six Months Ended June 30,(In thousands)
    
    2010
    
    
    2009
    
    
    % Change
    
    
    2010
    
    
    2009
    
    
    % ChangeRevenue
    
    $
    377,638
    
    
    $
    376,564
    
    
    
    0
    %
    
    $
    715,429
    
    
    $
    688,593
    
    
    
    4
    %Direct operating expenses
    
    
    241,586
    
    
    
    243,554
    
    
    
    (1
    %)
    
    
    481,164
    
    
    
    478,282
    
    
    
    1
    %SG&A expenses
    
    
    66,617
    
    
    
    69,944
    
    
    
    (5
    %)
    
    
    133,497
    
    
    
    138,869
    
    
    
    (4
    %)Depreciation and amortization
    
    
    49,570
    
    
    
    56,948
    
    
    
    (13
    %)
    
    
    101,828
    
    
    
    112,206
    
    
    
    (9
    %)Operating income (loss)
    
    $
    19,865
    
    
    $
    6,118
    
    
    
    225
    %
    
    $
    (1,060
    )
    
    $
    (40,764
    )
    
    
    97
    %
 Three Months
    Six Months
    19




---



##### Table of Contents



Reconciliation of Segment Operating Income (Loss) to Consolidated Operating Income (Loss)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,(In thousands)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Radio broadcasting
    
    $
    247,319
    
    
    $
    179,765
    
    
    $
    375,729
    
    
    $
    259,034Americas outdoor advertising
    
    
    59,667
    
    
    
    57,540
    
    
    
    97,408
    
    
    
    87,358International outdoor advertising
    
    
    19,865
    
    
    
    6,118
    
    
    
    (1,060
    )
    
    
    (40,764
    )Other
    
    
    3,569
    
    
    
    (9,475
    )
    
    
    (3,759
    )
    
    
    (33,165
    )Impairment charges
    
    
    
    
    
    
    (4,041,252
    )
    
    
    
    
    
    
    (4,041,252
    )Other operating income (expense)  net
    
    
    3,264
    
    
    
    (31,516
    )
    
    
    7,036
    
    
    
    (34,410
    )Corporate expenses (includes
depreciation and amortization)
    
    
    (66,251
    )
    
    
    (52,050
    )
    
    
    (132,844
    )
    
    
    (101,657
    )Consolidated operating income (loss)
    
    $
    267,433
    
    
    $
    (3,890,870
    )

    
    $
    342,510
    
    
    $
    (3,904,856
    )
 Share-Based Compensation Expense
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,(In thousands)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Radio broadcasting
    
    $
    1,757
    
    
    $
    2,067
    
    
    $
    3,506
    
    
    $
    4,137Americas outdoor advertising
    
    
    2,316
    
    
    
    2,028
    
    
    
    4,346
    
    
    
    4,196International outdoor advertising
    
    
    692
    
    
    
    613
    
    
    
    1,295
    
    
    
    1,269Corporate
    
    
    3,744
    
    
    
    4,827
    
    
    
    7,477
    
    
    
    9,704Total share-based compensation expense
    
    $
    8,509
    
    
    $
    9,535
    
    
    $
    16,624
    
    
    $
    19,306
 20




---



##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
  Cash Flows
 Six Months EndedJune 30,(In thousands)
    
    2010
    
    
    2009Cash provided by (used for):Operating activities
    
    $
    52,792
    
    
    $
    (83,953
    )Investing activities
    
    $
    (105,553
    )
    
    $
    (31,889
    )Financing activities
    
    $
    (326,503
    )
    
    $
    1,373,498
 Operating Activities
  Investing Activities
   Financing Activities
 Debt Repurchases and Maturities
  Anticipated Cash Requirements
  21




---



##### Table of Contents



SOURCES OF CAPITAL
  June 30,
    
    
    December 31,(In millions)
    
    2010
    
    
    2009Senior Secured Credit Facilities:Term Loan Facilities
    
    $
    10,885.4
    
    
    $
    10,885.4Revolving Credit Facility
    
    
    1,862.5
    
    
    
    1,812.5Delayed Draw Term Loan Facilities
    
    
    874.4
    
    
    
    874.4Receivables Based Facility
    
    
    362.7
    
    
    
    355.8Secured Subsidiary Debt
    
    
    6.0
    
    
    
    5.2Total Secured Debt
    
    
    13,991.0
    
    
    
    13,933.3Senior Cash Pay Notes
    
    
    796.3
    
    
    
    796.3Senior Toggle Notes
    
    
    783.8
    
    
    
    915.2Clear Channel Senior Notes (1)
    
    
    2,320.0
    
    
    
    2,479.5Subsidiary Senior Notes
    
    
    2,500.0
    
    
    
    2,500.0Clear Channel Subsidiary Debt
    
    
    60.3
    
    
    
    77.7Total Debt
    
    
    20,451.4
    
    
    
    20,702.0Less: Cash and cash equivalents
    
    
    1,504.7
    
    
    
    1,884.0$
    18,946.7
    
    
    $
    18,818.0
 
 (1)
    
    Includes $707.6 million and $788.1 million at June 30, 2010 and December 31, 2009,
respectively, in unamortized fair value purchase accounting discounts related to the merger.  22




---



##### Table of Contents



USES OF CAPITAL
 Debt Repurchases and Maturities
  Six Months Ended(In thousands)
    
    June 30, 2010CC InvestmentsPrincipal amount of debt repurchased
    
    $
    185,185Deferred loan costs and other
    
    
    104Gain recorded in Other income (expense)  net (1)
    
    
    (60,289
    )Cash paid for repurchases of long-term debt
    
    $
    125,000
 
 (1)
    
    CC Investments repurchased certain of Clear Channels senior toggle notes at a
discount, resulting in a gain on the extinguishment of debt.  Certain Relationships with the Sponsors
   Commitments, Contingencies and Guarantees
  Seasonality
  23




---



##### Table of Contents



MARKET RISK
 Interest Rate Risk
    Foreign Currency Exchange Rate Risk
   Inflation
  Cautionary Statement Concerning Forward-Looking Statements
   24




---



##### Table of Contents




    
    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;
    
    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
   25




---



##### Table of Contents



PART II OTHER INFORMATION
 
 Item 1. Legal Proceedings
 Dukes v. Wal-Mart
  
 Item 1A. Risk Factors
   
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  Total Number of
    
    
    Maximum Number ofShares Purchased as
    
    
    Shares that May YetTotal Number
    
    
    Average Price
    
    
    Part of Publicly
    
    
    Be Purchased Underof Shares
    
    
    Paid per
    
    
    Announced Plans or
    
    
    the Plans orPeriod
    
    Purchased (1)
    
    
    Share (2)
    
    
    Programs
    
    
    ProgramsApril 1 through April 30
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    May 1 through May 31
    
    
    69,732
    
    
    $
    10.00
    
    
    
    
    
    
    
    June 1 through June 30
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    69,732
    
    
    $
    10.00
    
    
    
    
    
    
    
    
 
 (1)
    
    The shares indicated consist of shares tendered by employees to the Company
during the three months ended June 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. 26




---



##### Table of Contents



(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. 
 Item 3. Defaults Upon Senior Securities
  
 Item 4. (Removed and Reserved)
 
 Item 5. Other Information
  27




---



##### Table of Contents



Item 6. Exhibits
 ExhibitNumber
    
    Description10.1
    
    Amended and Restated Employment Agreement, dated as of June 23,
2010, by and among Clear Channel Communications, Inc., the Company
and Mark P. Mays (Incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K filed on June 24, 2010).10.2
    
    Second Amendment, dated as of June 23, 2010, to the Senior
Executive Option Agreement dated July 30, 2008 and amended as of
October 14, 2008 between Mark P. Mays and the Company
(Incorporated by reference to Exhibit 10.2 to the Companys
Current Report on Form 8-K filed on June 24, 2010).11*
    
    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. 28




---



##### Table of Contents



Signatures
  CC MEDIA HOLDINGS, INC.August 9, 2010
    /s/ Scott D. HamiltonScott D. HamiltonChief Accounting Officer 29