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 MARCH 31, 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
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
  Class
    
    
    Outstanding at May 7, 2010Class A common stock, $.001 par value
    
    
    
    23,419,298Class 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
March 31, 2010 and December 31, 2009
    
    
    2Consolidated Statements of Operations for the three
months ended March 31, 2010 and 2009
    
    
    3Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 2010 and 2009
    
    
    4Notes to Consolidated Financial Statements
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and Results
of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    22Item 4. Controls and Procedures
    
    
    22Part II Other InformationItem 1. Legal Proceedings
    
    
    23Item 1A. Risk Factors
    
    
    23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    23Item 3. Defaults Upon Senior Securities
    
    
    23Item 4. (Removed and Reserved)
    
    
    23Item 5. Other Information
    
    
    23Item 6. Exhibits
    
    
    24Signatures
    
    
    25
  1




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##### 



Item 1. UNAUDITED FINANCIAL STATEMENTS
 CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
 March 31,2010
    
    
    December 31,(Unaudited)
    
    
    2009CURRENT ASSETSCash and cash equivalents
    
    $
    1,482,291
    
    
    $
    1,883,994Accounts receivable, net
    
    
    1,201,429
    
    
    
    1,301,700Other current assets
    
    
    484,647
    
    
    
    473,151Total Current Assets
    
    
    3,168,367
    
    
    
    3,658,845PROPERTY, PLANT AND EQUIPMENTStructures, net
    
    
    2,090,317
    
    
    
    2,143,972Other property, plant and equipment, net
    
    
    1,169,397
    
    
    
    1,188,421INTANGIBLE ASSETSDefinite-lived intangibles, net
    
    
    2,519,184
    
    
    
    2,599,244Indefinite-lived intangibles
    
    
    3,561,728
    
    
    
    3,562,057Goodwill
    
    
    4,114,421
    
    
    
    4,125,005Other assets
    
    
    776,570
    
    
    
    769,557Total Assets
    
    $
    17,399,984
    
    
    $
    18,047,101CURRENT LIABILITIESAccounts payable and accrued expenses
    
    $
    891,621
    
    
    $
    995,740Current portion of long-term debt
    
    
    800,184
    
    
    
    398,779Deferred income
    
    
    197,410
    
    
    
    149,617Total Current Liabilities
    
    
    1,889,215
    
    
    
    1,544,136Long-term debt
    
    
    19,576,685
    
    
    
    20,303,126Deferred income taxes
    
    
    2,141,305
    
    
    
    2,220,023Other long-term liabilities
    
    
    847,565
    
    
    
    824,554Commitments and contingent liabilities (Note 6)SHAREHOLDERS DEFICITNoncontrolling interest
    
    
    450,461
    
    
    
    455,648Common stock
    
    
    82
    
    
    
    82Additional paid-in capital
    
    
    2,113,428
    
    
    
    2,109,110Retained deficit
    
    
    (9,251,498
    )
    
    
    (9,076,084
    )Accumulated other comprehensive loss
    
    
    (367,074
    )
    
    
    (333,309
    )Cost of shares held in treasury
    
    
    (185
    )
    
    
    (185
    )Total Shareholders Deficit
    
    
    (7,054,786
    )
    
    
    (6,844,738
    )Total Liabilities and Shareholders Deficit
    
    $
    17,399,984
    
    
    $
    18,047,101
  2




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##### 



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands, except per share data)
 Three Months EndedMarch 31,2010
    
    
    2009Revenue
    
    $
    1,263,778
    
    
    $
    1,207,987Operating expenses:Direct operating expenses (excludes depreciation and
amortization)
    
    
    597,347
    
    
    
    618,349Selling, general and administrative expenses (excludes
depreciation and amortization)
    
    
    349,296
    
    
    
    377,536Depreciation and amortization
    
    
    181,334
    
    
    
    175,559Corporate expenses (excludes depreciation and amortization)
    
    
    64,496
    
    
    
    47,635Other operating income (expense) net
    
    
    3,772
    
    
    
    (2,894
    )Operating income (loss)
    
    
    75,077
    
    
    
    (13,986
    )Interest expense
    
    
    385,795
    
    
    
    387,053Equity in earnings (loss) of nonconsolidated affiliates
    
    
    1,871
    
    
    
    (4,188
    )Other income (expense)  net
    
    
    58,035
    
    
    
    (3,180
    )Loss before income taxes
    
    
    (250,812
    )
    
    
    (408,407
    )Income tax benefit (expense)
    
    
    71,185
    
    
    
    (19,592
    )Consolidated net loss
    
    
    (179,627
    )
    
    
    (427,999
    )Amount attributable to noncontrolling interest
    
    
    (4,213
    )
    
    
    (9,782
    )Net loss attributable to the Company
    
    $
    (175,414
    )
    
    $
    (418,217
    )Other comprehensive income (loss), net of tax:Foreign currency translation adjustments
    
    
    (39,449
    )
    
    
    (47,343
    )Unrealized gain (loss) on securities and derivatives:Unrealized holding gain (loss) on marketable securities
    
    
    3,945
    
    
    
    (10,161
    )Unrealized holding loss on cash flow derivatives
    
    
    (3,154
    )
    
    
    (28,358
    )Reclassification adjustment
    
    
    225
    
    
    
    3,633Comprehensive loss
    
    
    (213,847
    )
    
    
    (500,446
    )Amount attributable to noncontrolling interest
    
    
    (4,668
    )
    
    
    (9,172
    )Comprehensive loss attributable to the Company
    
    $
    (209,179
    )
    
    $
    (491,274
    )Net loss attributable to the Company per common share:Basic
    
    $
    (2.17
    )
    
    $
    (5.15
    )Weighted average common shares outstanding  Basic
    
    
    81,427
    
    
    
    81,242Diluted
    
    $
    (2.17
    )
    
    $
    (5.15
    )Weighted average common shares outstanding  Diluted
    
    
    81,427
    
    
    
    81,242
  3




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##### 



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
 Three Months Ended March 31,2010
    
    
    2009Cash flows from operating activities:Consolidated net loss
    
    $
    (179,627
    )
    
    $
    (427,999
    )Reconciling items:Depreciation and amortization
    
    
    181,334
    
    
    
    175,559Deferred taxes
    
    
    (83,842
    )
    
    
    8,497(Gain) loss on disposal of operating assets
    
    
    (3,772
    )
    
    
    2,894Gain on extinguishment of debt
    
    
    (60,289
    )
    
    
    Provision for doubtful accounts
    
    
    2,918
    
    
    
    12,964Share-based compensation
    
    
    8,115
    
    
    
    9,771Equity in (earnings) loss of nonconsolidated affiliates
    
    
    (1,871
    )
    
    
    4,188Amortization of deferred financing charges, bond
premiums and accretion of note discounts, net
    
    
    52,704
    
    
    
    61,616Other reconciling items  net
    
    
    3,055
    
    
    
    916Changes in operating assets and liabilities:Decrease in accounts receivable
    
    
    89,370
    
    
    
    178,590Increase in deferred income
    
    
    49,680
    
    
    
    52,086Increase (decrease) in accounts payable, accrued
expenses and other liabilities
    
    
    797
    
    
    
    (94,386
    )Decrease in accrued interest
    
    
    (9,959
    )
    
    
    (72,988
    )Changes in other operating assets and liabilities,
net of effects of acquisitions and dispositions
    
    
    (18,378
    )
    
    
    (38,727
    )Net cash provided by (used for) operating activities
    
    
    30,235
    
    
    
    (127,019
    )Cash flows from investing activities:Sales of investments  net
    
    
    
    
    
    
    23,500Purchases of property, plant and equipment
    
    
    (55,324
    )
    
    
    (48,484
    )Acquisition of operating assets
    
    
    (10,389
    )
    
    
    (4,792
    )Proceeds from disposal of assets
    
    
    8,140
    
    
    
    25,955Change in other  net
    
    
    (14,087
    )
    
    
    (273
    )Net cash used for investing activities
    
    
    (71,660
    )
    
    
    (4,094
    )Cash flows from financing activities:Draws on credit facilities
    
    
    75,304
    
    
    
    1,590,000Payments on credit facilities
    
    
    (66,706
    )
    
    
    (125,273
    )Proceeds (payments) on long-term debt
    
    
    (244,109
    )
    
    
    1,340Repurchases of long-term debt
    
    
    (125,000
    )
    
    
    Change in other  net
    
    
    233
    
    
    
    Net cash provided by (used for) financing activities
    
    
    (360,278
    )
    
    
    1,466,067Net increase (decrease) in cash and cash equivalents
    
    
    (401,703
    )
    
    
    1,334,954Cash and cash equivalents at beginning of period
    
    
    1,883,994
    
    
    
    239,846Cash and cash equivalents at end of period
    
    $
    1,482,291
    
    
    $
    1,574,800
  4




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##### 



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
  Preparation of Interim Financial Statements
    New Accounting Pronouncements
 Amendments to Certain Recognition and Disclosure Requirements Subsequent Events
 Improving Disclosures about Fair Value
Measurements Fair Value Measurements and Disclosures,
  Property, Plant and Equipment
  March 31,
    
    
    December 31,(In thousands)
    
    2010
    
    
    2009Land, buildings and improvements
    
    $
    642,059
    
    
    $
    633,222Structures
    
    
    2,515,746
    
    
    
    2,514,602Towers, transmitters and studio equipment
    
    
    386,947
    
    
    
    381,046Furniture and other equipment
    
    
    237,690
    
    
    
    234,101Construction in progress
    
    
    77,077
    
    
    
    88,3913,859,519
    
    
    
    3,851,362Less accumulated depreciation
    
    
    599,805
    
    
    
    518,969Property, plant and equipment, net
    
    $
    3,259,714
    
    
    $
    3,332,393
 5




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##### 



Definite-lived Intangible Assets
   March 31, 2010
    
    
    December 31, 2009Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    Accumulated(In thousands)
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationTransit, street furniture and
other outdoor contractual rights
    
    $
    788,260
    
    
    $
    183,310
    
    
    $
    803,297
    
    
    $
    166,803Customer / advertiser relationships
    
    
    1,210,205
    
    
    
    199,879
    
    
    
    1,210,205
    
    
    
    169,897Talent contracts
    
    
    320,854
    
    
    
    68,284
    
    
    
    320,854
    
    
    
    57,825Representation contracts
    
    
    228,802
    
    
    
    72,511
    
    
    
    218,584
    
    
    
    54,755Other
    
    
    550,305
    
    
    
    55,258
    
    
    
    550,041
    
    
    
    54,457Total
    
    $
    3,098,426
    
    
    $
    579,242
    
    
    $
    3,102,981
    
    
    $
    503,737
   (In thousands)2011
    
    $
    303,5712012
    
    
    290,2252013
    
    
    272,9272014
    
    
    253,4532015
    
    
    231,189
 Indefinite-lived Intangible Assets
  March 31,
    
    
    December 31,(In thousands)
    
    2010
    
    
    2009FCC broadcast licenses
    
    $
    2,429,040
    
    
    $
    2,429,839Billboard permits
    
    
    1,132,688
    
    
    
    1,132,218Total indefinite-lived intangible assets
    
    $
    3,561,728
    
    
    $
    3,562,057
 6




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##### 



Goodwill
  Americas
    
    
    International(In thousands)
    
    Radio
    
    
    Outdoor
    
    
    Outdoor
    
    
    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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    214
    
    
    
    214Dispositions
    
    
    (2,261
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,261
    )Foreign currency
    
    
    
    
    
    
    283
    
    
    
    (8,820
    )
    
    
    
    
    
    
    (8,537
    )Balance as of March 31, 2010
    
    $
    3,144,608
    
    
    $
    585,532
    
    
    $
    267,523
    
    
    $
    116,758
    
    
    $
    4,114,421
    March 31,
    
    
    December 31,(In thousands)
    
    2010
    
    
    2009Senior Secured Credit Facilities:Term Loan Facilities
    
    $
    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
    
    
    318,732
    
    
    
    355,732Other Secured Long-term Debt
    
    
    6,246
    
    
    
    5,225Total Consolidated Secured Debt
    
    
    13,947,357
    
    
    
    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
    
    
    69,890
    
    
    
    77,657Purchase accounting adjustments and
original issue discount
    
    
    (747,985
    )
    
    
    (788,087
    )20,376,869
    
    
    
    20,701,905Less: current portion
    
    
    800,184
    
    
    
    398,779Total long-term debt
    
    $
    19,576,685
    
    
    $
    20,303,126
  7




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##### 



Debt Repurchases and Maturities
  Three Months Ended(In thousands)
    
    March 31, 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.   Restructuring Program
   Share-based Compensation Expense
  Three Months Ended March 31,(In thousands)
    
    2010
    
    
    2009Direct operating expenses
    
    $
    2,721
    
    
    $
    3,007Selling, general and administrative
expenses
    
    
    1,661
    
    
    
    1,888Corporate expenses
    
    
    3,733
    
    
    
    4,876Total share-based compensation expense
    
    $
    8,115
    
    
    $
    9,771
  8




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##### 



Supplemental Disclosures
  Three Months Ended(In thousands)
    
    March 31, 2010Interest
    
    $
    345,058Income taxes
    
    
    6,214
 Divestiture Trusts
  Income Tax Benefit (Expense)
  Three Months Ended March 31,(In thousands)
    
    2010
    
    
    2009Current tax expense
    
    $
    (12,657
    )
    
    $
    (11,095
    )Deferred tax benefit (expense)
    
    
    83,842
    
    
    
    (8,497
    )Income tax benefit (expense)
    
    $
    71,185
    
    
    $
    (19,592
    )
   Marketable Equity Securities
   9




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##### 



March 31, 2010
    
    
    December 31, 2009Gross
    
    
    Gross
    
    
    
    
    
    
    
    
    
    
    Gross
    
    
    Gross(In thousands)
    
    Fair
    
    
    Unrealized
    
    
    Unrealized
    
    
    
    
    
    
    Fair
    
    
    Unrealized
    
    
    UnrealizedInvestments
    
    Value
    
    
    Losses
    
    
    Gains
    
    
    Cost
    
    
    Value
    
    
    Losses
    
    
    Gains
    
    
    CostAvailable-for-sale
    
    $
    46,642
    
    
    $
    (1,297
    )
    
    $
    28,835
    
    
    $
    19,104
    
    
    $
    38,902
    
    
    $
    (12,237
    )
    
    $
    32,035
    
    
    $
    19,104
 Interest Rate Swap Agreements
       Accumulated other(In thousands)
    
    comprehensive lossBalance at January 1, 2010
    
    $
    149,179Other comprehensive loss
    
    
    3,154Balance at March 31, 2010
    
    $
    152,333
 10




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##### 



Other Comprehensive Income (Loss)
  Three Months Ended March 31,(In thousands)
    
    2010
    
    
    2009Unrealized holding loss on marketable securities
    
    $
    (4,384
    )
    
    $
    (2,477
    )Unrealized holding gain on cash flow derivatives
    
    
    1,888
    
    
    
    16,508Income tax benefit (expense)
    
    $
    (2,496
    )
    
    $
    14,031
           Noncontrolling(In thousands)
    
    The Company
    
    
    Interests
    
    
    ConsolidatedBalances at January 1, 2010
    
    $
    (7,300,386
    )
    
    $
    455,648
    
    
    $
    (6,844,738
    )Net loss
    
    
    (175,414
    )
    
    
    (4,213
    )
    
    
    (179,627
    )Foreign currency translation adjustments
    
    
    (35,056
    )
    
    
    (4,393
    )
    
    
    (39,449
    )Unrealized holding gain (loss) on marketable
securities
    
    
    4,246
    
    
    
    (301
    )
    
    
    3,945Unrealized holding loss on cash flow derivatives
    
    
    (3,154
    )
    
    
    
    
    
    
    (3,154
    )Reclassification adjustment
    
    
    199
    
    
    
    26
    
    
    
    225Other  net
    
    
    4,318
    
    
    
    3,694
    
    
    
    8,012Balances at March 31, 2010
    
    $
    (7,505,247
    )
    
    $
    450,461
    
    
    $
    (7,054,786
    )Balances at January 1, 2009
    
    $
    (3,342,451
    )
    
    $
    426,220
    
    
    $
    (2,916,231
    )Net loss
    
    
    (418,217
    )
    
    
    (9,782
    )
    
    
    (427,999
    )Foreign currency translation adjustments
    
    
    (39,970
    )
    
    
    (7,373
    )
    
    
    (47,343
    )Unrealized holding loss on marketable securities
    
    
    (8,362
    )
    
    
    (1,799
    )
    
    
    (10,161
    )Unrealized holding loss on cash flow derivatives
    
    
    (28,358
    )
    
    
    
    
    
    
    (28,358
    )Reclassification adjustment
    
    
    3,633
    
    
    
    33,382
    
    
    
    37,015Other  net
    
    
    6,728
    
    
    
    2,774
    
    
    
    9,502Balances at March 31, 2009
    
    $
    (3,826,997
    )
    
    $
    443,422
    
    
    $
    (3,383,575
    )
 11




---



##### 



CorporateAmericas
    
    
    International
    
    
    
    
    
    
    and otherRadio
    
    
    Outdoor
    
    
    Outdoor
    
    
    
    
    
    
    reconciling(In thousands)
    
    Broadcasting
    
    
    Advertising
    
    
    Advertising
    
    
    Other
    
    
    items
    
    
    Eliminations
    
    
    ConsolidatedThree Months Ended March 31, 2010Revenue
    
    $
    623,199
    
    
    $
    270,977
    
    
    $
    337,791
    
    
    $
    52,046
    
    
    $
    
    
    
    $
    (20,235
    )
    
    $
    1,263,778Direct operating expenses
    
    
    203,760
    
    
    
    139,308
    
    
    
    239,578
    
    
    
    24,828
    
    
    
    
    
    
    
    (10,127
    )
    
    
    597,347Selling, general and
administrative expenses
    
    
    227,097
    
    
    
    44,477
    
    
    
    66,880
    
    
    
    20,950
    
    
    
    
    
    
    
    (10,108
    )
    
    
    349,296Depreciation and
amortization
    
    
    63,932
    
    
    
    49,451
    
    
    
    52,258
    
    
    
    13,596
    
    
    
    2,097
    
    
    
    
    
    
    
    181,334Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    64,496
    
    
    
    
    
    
    
    64,496Other operating income  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,772
    
    
    
    
    
    
    
    3,772Operating income (loss)
    
    $
    128,410
    
    
    $
    37,741
    
    
    $
    (20,925
    )
    
    $
    (7,328
    )
    
    $
    (62,821
    )
    
    $
    
    
    
    $
    75,077Intersegment revenues
    
    $
    6,654
    
    
    $
    1,057
    
    
    $
    
    
    
    $
    12,524
    
    
    $
    
    
    
    $
    
    
    
    $
    20,235Identifiable assets
    
    $
    8,499,493
    
    
    $
    4,680,437
    
    
    $
    2,102,303
    
    
    $
    765,666
    
    
    $
    1,352,085
    
    
    $
    
    
    
    $
    17,399,984Capital expenditures
    
    $
    4,589
    
    
    $
    24,705
    
    
    $
    24,618
    
    
    $
    
    
    
    $
    1,412
    
    
    $
    
    
    
    $
    55,324Share-based compensation
expense
    
    $
    1,749
    
    
    $
    2,030
    
    
    $
    603
    
    
    $
    
    
    
    $
    3,733
    
    
    $
    
    
    
    $
    8,115Three Months Ended March 31, 2009Revenue
    
    $
    603,622
    
    
    $
    270,187
    
    
    $
    312,029
    
    
    $
    41,798
    
    
    $
    
    
    
    $
    (19,649
    )
    
    $
    1,207,987Direct operating expenses
    
    
    228,182
    
    
    
    144,880
    
    
    
    234,728
    
    
    
    22,526
    
    
    
    
    
    
    
    (11,967
    )
    
    
    618,349Selling, general and
administrative expenses
    
    
    239,339
    
    
    
    48,839
    
    
    
    68,925
    
    
    
    28,115
    
    
    
    
    
    
    
    (7,682
    )
    
    
    377,536Depreciation and amortization
    
    
    56,832
    
    
    
    46,650
    
    
    
    55,258
    
    
    
    14,847
    
    
    
    1,972
    
    
    
    
    
    
    
    175,559Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,635
    
    
    
    
    
    
    
    47,635Other operating expense  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,894
    )
    
    
    
    
    
    
    (2,894
    )Operating income (loss)
    
    $
    79,269
    
    
    $
    29,818
    
    
    $
    (46,882
    )
    
    $
    (23,690
    )
    
    $
    (52,501
    )
    
    $
    
    
    
    $
    (13,986
    )Intersegment revenues
    
    $
    9,413
    
    
    $
    125
    
    
    $
    
    
    
    $
    10,111
    
    
    $
    
    
    
    $
    
    
    
    $
    19,649Identifiable assets
    
    $
    11,762,613
    
    
    $
    5,108,561
    
    
    $
    2,255,883
    
    
    $
    982,668
    
    
    $
    1,919,334
    
    
    $
    
    
    
    $
    22,029,059Capital expenditures
    
    $
    10,705
    
    
    $
    19,965
    
    
    $
    17,239
    
    
    $
    5
    
    
    $
    570
    
    
    $
    
    
    
    $
    48,484Share-based compensation
expense
    
    $
    1,999
    
    
    $
    2,168
    
    
    $
    656
    
    
    $
    72
    
    
    $
    4,876
    
    
    $
    
    
    
    $
    9,771
 12




---



##### 



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Format of Presentation
   Executive Summary
  
    
    Consolidated revenue increased $55.8 million compared to the first quarter of
2009, including $27.0 million from movements in foreign exchange.
    
    Radio revenue increased $19.6 million primarily from improved rates on national
advertising.
    
    Americas revenue was relatively flat.
    
    International revenue increased $25.8 million, primarily as a result of 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.
    
    We repaid $240.0 million upon the maturity of our 4.50% senior notes due 2010.
 Restructuring Program
    Three Months EndedMarch 31,(In thousands)
    
    2010
    
    
    2009Direct operating expenses
    
    $
    11,199
    
    
    $
    12,892SG&A expenses
    
    
    5,213
    
    
    
    12,898Corporate expenses
    
    
    2,851
    
    
    
    7,822Total
    
    $
    19,263
    
    
    $
    33,612
 13




---



##### 



RESULTS OF OPERATIONS
 Consolidated Results of Operations
  Three Months Ended March 31,
    
    
    %(In thousands)
    
    2010
    
    
    2009
    
    
    ChangeRevenue
    
    $
    1,263,778
    
    
    $
    1,207,987
    
    
    
    5
    %Operating expenses:Direct operating expenses (excludes depreciation and
amortization)
    
    
    597,347
    
    
    
    618,349
    
    
    
    (3
    %)Selling, general and administrative expenses (excludes
depreciation and amortization)
    
    
    349,296
    
    
    
    377,536
    
    
    
    (7
    %)Depreciation and amortization
    
    
    181,334
    
    
    
    175,559
    
    
    
    3
    %Corporate expenses (excludes depreciation and amortization)
    
    
    64,496
    
    
    
    47,635
    
    
    
    35
    %Other operating income (expense)  net
    
    
    3,772
    
    
    
    (2,894
    )Operating income (loss)
    
    
    75,077
    
    
    
    (13,986
    )Interest expense
    
    
    385,795
    
    
    
    387,053Equity in earnings (loss) of nonconsolidated affiliates
    
    
    1,871
    
    
    
    (4,188
    )Other income (expense)  net
    
    
    58,035
    
    
    
    (3,180
    )Loss before income taxes
    
    
    (250,812
    )
    
    
    (408,407
    )Income tax benefit (expense)
    
    
    71,185
    
    
    
    (19,592
    )Consolidated net loss
    
    
    (179,627
    )
    
    
    (427,999
    )Amount attributable to noncontrolling interest
    
    
    (4,213
    )
    
    
    (9,782
    )Net loss attributable to the Company
    
    $
    (175,414
    )
    
    $
    (418,217
    )
 Consolidated Revenue
  Consolidated Direct Operating Expenses
  SG&A Expenses
  14




---



##### 



Depreciation and Amortization
  Corporate Expenses
  Interest Expense
  Other Income (Expense)  Net
 Debt Repurchases and Maturities
  Income Tax Benefit (Expense)
    Segment Revenue and Divisional Operating Expenses
 Radio Broadcasting
  Three Months EndedMarch 31,
    
    
    %(In thousands)
    
    2010
    
    
    2009
    
    
    ChangeRevenue
    
    $
    623,199
    
    
    $
    603,622
    
    
    
    3
    %Direct operating expenses
    
    
    203,760
    
    
    
    228,182
    
    
    
    (11
    %)SG&A expenses
    
    
    227,097
    
    
    
    239,339
    
    
    
    (5
    %)Depreciation and amortization
    
    
    63,932
    
    
    
    56,832
    
    
    
    12
    %Operating income
    
    $
    128,410
    
    
    $
    79,269
    
    
    
    62
    %
 15




---



##### 



Americas Outdoor Advertising
 Disposition of Taxi Business
   Three Months EndedMarch 31,
    
    
    %(In thousands)
    
    2010
    
    
    2009
    
    
    ChangeRevenue
    
    $
    270,977
    
    
    $
    270,187
    
    
    
    0
    %Direct operating expenses
    
    
    139,308
    
    
    
    144,880
    
    
    
    (4
    %)SG&A expenses
    
    
    44,477
    
    
    
    48,839
    
    
    
    (9
    %)Depreciation and amortization
    
    
    49,451
    
    
    
    46,650
    
    
    
    6
    %Operating income
    
    $
    37,741
    
    
    $
    29,818
    
    
    
    27
    %
   International Outdoor Advertising
  Three Months EndedMarch 31,
    
    
    %(In thousands)
    
    2010
    
    
    2009
    
    
    ChangeRevenue
    
    $
    337,791
    
    
    $
    312,029
    
    
    
    8
    %Direct operating expenses
    
    
    239,578
    
    
    
    234,728
    
    
    
    2
    %SG&A expenses
    
    
    66,880
    
    
    
    68,925
    
    
    
    (3
    %)Depreciation and amortization
    
    
    52,258
    
    
    
    55,258
    
    
    
    (5
    %)Operating income (loss)
    
    $
    (20,925
    )
    
    $
    (46,882
    )
    
    
    55
    %
 16




---



##### 



Reconciliation of Segment Operating Income (Loss) to Consolidated Operating Income (Loss)
 Three Months EndedMarch 31,(In thousands)
    
    2010
    
    
    2009Radio broadcasting
    
    $
    128,410
    
    
    $
    79,269Americas outdoor advertising
    
    
    37,741
    
    
    
    29,818International outdoor advertising
    
    
    (20,925
    )
    
    
    (46,882
    )Other
    
    
    (7,328
    )
    
    
    (23,690
    )Other operating income (expense)  net
    
    
    3,772
    
    
    
    (2,894
    )Corporate expenses
    
    
    (66,593
    )
    
    
    (49,607
    )Consolidated operating income (loss)
    
    $
    75,077
    
    
    $
    (13,986
    )
 Share-Based Compensation Expense
   LIQUIDITY AND CAPITAL RESOURCES
  Cash Flows
 Three Months EndedMarch 31,(In thousands)
    
    2010
    
    
    2009Cash provided by (used for):Operating activities
    
    $
    30,235
    
    
    $
    (127,019
    )Investing activities
    
    $
    (71,660
    )
    
    $
    (4,094
    )Financing activities
    
    $
    (360,278
    )
    
    $
    1,466,067
 Operating Activities
  17




---



##### 



Investing Activities
   Financing Activities
 Debt Repurchases
and Maturities
  Anticipated Cash Requirements
    18




---



##### 



SOURCES OF CAPITAL
  March 31,
    
    
    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
    
    
    318.7
    
    
    
    355.8Secured Subsidiary Debt
    
    
    6.3
    
    
    
    5.2Total Secured Debt
    
    
    13,947.3
    
    
    
    13,933.3Senior Cash Pay Notes
    
    
    796.3
    
    
    
    796.3Senior Toggle Notes
    
    
    783.8
    
    
    
    915.2Clear Channel Senior Notes (1)
    
    
    2,279.6
    
    
    
    2,479.5Subsidiary Senior Notes
    
    
    2,500.0
    
    
    
    2,500.0Clear Channel Subsidiary Debt
    
    
    69.9
    
    
    
    77.7Total Debt
    
    
    20,376.9
    
    
    
    20,702.0Less: Cash and cash equivalents
    
    
    1,482.3
    
    
    
    1,884.0$
    18,894.6
    
    
    $
    18,818.0
 
 (1)
    
    Includes $748.0 million and $788.1 million at March 31, 2010 and December 31, 2009,
respectively, in unamortized fair value purchase accounting discounts related to the merger.   19




---



##### 



USES OF CAPITAL
 Debt Repurchases and Maturities
  Three Months Ended(In thousands)
    
    March 31, 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
  MARKET RISK
 Interest Rate Risk
    20




---



##### 



Foreign Currency Exchange Rate Risk
   New Accounting Pronouncements
 Amendments to Certain Recognition and Disclosure Requirements Subsequent Events
 Improving Disclosures about Fair Value
Measurements Fair Value Measurements and Disclosures,
 Inflation
  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 the global economic downturn and its impact on capital
markets;
    
    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;
 21




---



##### 




    
    the risk that we may not be able to integrate the operations of recently acquired
companies successfully;
    
    shifts in population and other demographics;
    
    industry conditions, including competition;
    
    fluctuations in operating costs;
    
    technological changes and innovations;
    
    changes in labor conditions;
    
    fluctuations in exchange rates and currency values;
    
    capital expenditure requirements;
    
    the outcome of pending and future litigation;
    
    legislative or regulatory requirements;
    
    changes in interest rates;
    
    taxes;
    
    access to capital markets and borrowed indebtedness; 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
   22




---



##### 



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
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. (Removed and Reserved)
 
 Item 5. Other Information
  23




---



##### 



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. 24




---



##### 



Signatures
  CC MEDIA HOLDINGS, INC.May 10, 2010
    /s/ Scott D. HamiltonScott D. HamiltonChief Accounting Officer 25