##### 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, 2009
 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)
 (210) 822-2828
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ(Do not check if a smaller reporting
company)
    
    Smaller reporting company o
 o þ
  Class
    
    Outstanding at August 10, 2009Class A common stock, $.001 par value
    
    23,434,788Class B common stock, $.001 par value
    
    555,556Class C common stock, $.001 par value
    
    58,967,502




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##### 



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
 INDEX
 Page No.Part I  Financial InformationItem 1. Unaudited Financial Statements
    
    
    3Consolidated Balance Sheets at June 30, 2009 and December 31, 2008
    
    
    3Consolidated Statements of Operations for the three and six months ended June 30, 2009 and 2008
    
    
    5Condensed Consolidated Statements of Cash Flows for the six months ended
June 30, 2009 and 2008
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    28Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    53Item 4T. Controls and Procedures
    
    
    53Part II  Other InformationItem 1. Legal Proceedings
    
    
    54Item 1A. Risk Factors
    
    
    54Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    54Item 3. Defaults Upon Senior Securities
    
    
    55Item 4. Submission of Matters to a Vote of Security Holders
    
    
    55Item 5. Other Information
    
    
    55Item 6. Exhibits
    
    
    56Signatures
    
    
    62EX-11EX-12EX-31.1EX-31.2EX-32.1EX-32.2
  - 2 -




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##### Table of Contents



Item 1. UNAUDITED FINANCIAL STATEMENTS
 CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 ASSETS
 (In thousands)
 June 30,
    
    
    December 31,2009
    
    
    2008(Unaudited)
    
    
    (As adjusted)*CURRENT ASSETSCash and cash equivalents
    
    $
    1,497,502
    
    
    $
    239,846Accounts receivable, net of allowance of $93,510 in 2009
and $97,364 in 2008
    
    
    1,335,479
    
    
    
    1,431,304Prepaid expenses
    
    
    104,602
    
    
    
    133,217Income taxes receivable
    
    
    13,270
    
    
    
    Other current assets
    
    
    278,108
    
    
    
    262,188Total Current Assets
    
    
    3,228,961
    
    
    
    2,066,555PROPERTY, PLANT AND EQUIPMENTLand, buildings and improvements
    
    
    630,508
    
    
    
    614,811Structures
    
    
    2,443,210
    
    
    
    2,355,776Towers, transmitters and studio equipment
    
    
    373,572
    
    
    
    353,108Furniture and other equipment
    
    
    230,155
    
    
    
    242,287Construction in progress
    
    
    85,416
    
    
    
    128,7393,762,861
    
    
    
    3,694,721Less accumulated depreciation
    
    
    333,361
    
    
    
    146,5623,429,500
    
    
    
    3,548,159INTANGIBLE ASSETSDefinite-lived intangibles, net
    
    
    2,782,523
    
    
    
    2,881,720Indefinite-lived intangibles  licenses
    
    
    2,430,241
    
    
    
    3,019,803Indefinite-lived intangibles  permits
    
    
    1,135,826
    
    
    
    1,529,068Goodwill
    
    
    4,094,910
    
    
    
    7,090,621OTHER ASSETSNotes receivable
    
    
    11,467
    
    
    
    11,633Investments in, and advances to, nonconsolidated affiliates
    
    
    334,748
    
    
    
    384,137Other assets
    
    
    394,344
    
    
    
    560,260Other investments
    
    
    55,365
    
    
    
    33,507Total Assets
    
    $
    17,897,885
    
    
    $
    21,125,463
 
 *
    
    As adjusted for the adoption of Statement of Financial Accounting Standards No. 160,
Noncontrolling Interests in Consolidated Financial Statements  an amendment of ARB No. 51(ASC
810-10-45).This guidance is required to be adopted prospectively, except for reclassifying
noncontrolling interests to equity, separate from the parents shareholders equity, in the
consolidated statement of financial position and recasting consolidated net income (loss) to
include net income (loss) attributable to both the controlling and noncontrolling interests, both
of which are required to be adopted retrospectively.  - 3 -




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##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS EQUITY
(In thousands)
 June 30,
    
    
    December 31,2009
    
    
    2008(Unaudited)
    
    
    (As adjusted)*CURRENT LIABILITIESAccounts payable
    
    $
    119,742
    
    
    $
    155,240Accrued expenses
    
    
    715,880
    
    
    
    793,366Accrued interest
    
    
    154,131
    
    
    
    181,264Current portion of long-term debt
    
    
    298,531
    
    
    
    562,923Deferred income
    
    
    200,734
    
    
    
    153,153Total Current Liabilities
    
    
    1,489,018
    
    
    
    1,845,946Long-term debt
    
    
    20,247,458
    
    
    
    18,940,697Deferred tax liability
    
    
    2,407,801
    
    
    
    2,679,312Other long-term liabilities
    
    
    723,821
    
    
    
    575,739Commitments and contingent liabilities (Note 5)SHAREHOLDERS EQUITYNoncontrolling interest
    
    
    459,105
    
    
    
    426,220Common Stock
    
    
    82
    
    
    
    82Additional paid-in capital
    
    
    2,104,698
    
    
    
    2,100,995Retained deficit
    
    
    (9,133,619
    )
    
    
    (5,041,998
    )Accumulated other comprehensive loss
    
    
    (400,391
    )
    
    
    (401,529
    )Cost of shares held in treasury
    
    
    (88
    )
    
    
    (1
    )Total Shareholders Deficit
    
    
    (6,970,213
    )
    
    
    (2,916,231
    )Total Liabilities and Shareholders Deficit
    
    $
    17,897,885
    
    
    $
    21,125,463
 
 *
    
    As adjusted for the adoption of Statement of Financial Accounting Standards No. 160,
Noncontrolling Interests in Consolidated Financial Statements  an amendment of ARB No. 51(ASC
810-10-45).This guidance is required to be adopted prospectively, except for reclassifying
noncontrolling interests to equity, separate from the parents shareholders equity, in the
consolidated statement of financial position and recasting consolidated net income (loss) to
include net income (loss) attributable to both the controlling and noncontrolling interests, both
of which are required to be adopted retrospectively.  - 4 -




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##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (UNAUDITED)
 (In thousands, except per share data)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Post-Merger
    
    
    Pre-Merger
    
    
    Post-Merger
    
    
    Pre-Merger(As adjusted)*
    
    
    
    
    
    (As adjusted)*Revenue
    
    $
    1,437,865
    
    
    $
    1,831,078
    
    
    $
    2,645,852
    
    
    $
    3,395,285Operating expenses:Direct operating expenses (excludes depreciation and
amortization)
    
    
    637,076
    
    
    
    743,485
    
    
    
    1,255,425
    
    
    
    1,449,432Selling, general and administrative expenses (excludes
depreciation and amortization)
    
    
    360,558
    
    
    
    445,734
    
    
    
    738,094
    
    
    
    872,115Depreciation and amortization
    
    
    208,246
    
    
    
    142,188
    
    
    
    383,805
    
    
    
    294,466Corporate expenses (excludes depreciation and amortization)
    
    
    50,087
    
    
    
    47,974
    
    
    
    97,722
    
    
    
    94,277Merger expenses
    
    
    
    
    
    
    7,456
    
    
    
    
    
    
    
    7,845Impairment charges
    
    
    4,041,252
    
    
    
    
    
    
    
    4,041,252
    
    
    
    Other operating income (expense)  net
    
    
    (31,516
    )
    
    
    17,354
    
    
    
    (34,410
    )
    
    
    19,451Operating income (loss)
    
    
    (3,890,870
    )
    
    
    461,595
    
    
    
    (3,904,856
    )
    
    
    696,601Interest expense
    
    
    384,625
    
    
    
    82,175
    
    
    
    771,678
    
    
    
    182,178Gain on marketable securities
    
    
    
    
    
    
    27,736
    
    
    
    
    
    
    
    34,262Equity in earnings (loss) of nonconsolidated affiliates
    
    
    (17,719
    )
    
    
    8,990
    
    
    
    (21,907
    )
    
    
    92,035Other income (expense)  net
    
    
    430,629
    
    
    
    (6,086
    )
    
    
    427,449
    
    
    
    5,701Income (loss) before income taxes and discontinued operations
    
    
    (3,862,585
    )
    
    
    410,060
    
    
    
    (4,270,992
    )
    
    
    646,421Income tax benefit (expense):Current
    
    
    (18,936
    )
    
    
    (101,047
    )
    
    
    (30,031
    )
    
    
    (124,880
    )Deferred
    
    
    203,488
    
    
    
    (24,090
    )
    
    
    194,991
    
    
    
    (66,838
    )Income tax benefit (expense)
    
    
    184,552
    
    
    
    (125,137
    )
    
    
    164,960
    
    
    
    (191,718
    )Income (loss) before discontinued operations
    
    
    (3,678,033
    )
    
    
    284,923
    
    
    
    (4,106,032
    )
    
    
    454,703Income from discontinued operations, net
    
    
    
    
    
    
    5,032
    
    
    
    
    
    
    
    643,294Consolidated net income (loss)
    
    
    (3,678,033
    )
    
    
    289,955
    
    
    
    (4,106,032
    )
    
    
    1,097,997Amount attributable to noncontrolling interest
    
    
    (4,629
    )
    
    
    7,628
    
    
    
    (14,411
    )
    
    
    16,017Net income (loss) attributable to the Company
    
    $
    (3,673,404
    )
    
    $
    282,327
    
    
    $
    (4,091,621
    )
    
    $
    1,081,980Other comprehensive income (loss), net of tax:Foreign currency translation adjustments
    
    
    133,058
    
    
    
    (9,588
    )
    
    
    85,715
    
    
    
    59,564Unrealized gain (loss) on securities and derivatives:Unrealized holding gain (loss) on marketable securities
    
    
    8,551
    
    
    
    (42,457
    )
    
    
    (1,610
    )
    
    
    (47,578
    )Unrealized holding loss on cash flow derivatives
    
    
    (47,393
    )
    
    
    
    
    
    
    (75,750
    )
    
    
    Reclassification adjustment
    
    
    (513
    )
    
    
    (25,997
    )
    
    
    3,120
    
    
    
    (25,997
    )Comprehensive income (loss)
    
    
    (3,579,701
    )
    
    
    204,285
    
    
    
    (4,080,146
    )
    
    
    1,067,969Amount attributable to noncontrolling interest
    
    
    19,509
    
    
    
    885
    
    
    
    10,337
    
    
    
    21,581Comprehensive income (loss) attributable to the Company
    
    
    (3,599,210
    )
    
    $
    203,400
    
    
    
    (4,090,483
    )
    
    $
    1,046,388Net income (loss) per common share:Income (loss) attributable to the Company before
discontinued operations  Basic
    
    $
    (45.23
    )
    
    $
    .56
    
    
    $
    (50.41
    )
    
    $
    .88Discontinued operations  Basic
    
    
    
    
    
    
    .01
    
    
    
    
    
    
    
    1.30Net income (loss) attributable to the Company  Basic
    
    $
    (45.23
    )
    
    $
    .57
    
    
    $
    (50.41
    )
    
    $
    2.18Weighted average common shares  Basic
    
    
    81,224
    
    
    
    495,201
    
    
    
    81,163
    
    
    
    494,975Income (loss) attributable to the Company before
discontinued operations  Diluted
    
    $
    (45.23
    )
    
    $
    .56
    
    
    $
    (50.41
    )
    
    $
    .88Discontinued operations  Diluted
    
    
    
    
    
    
    .01
    
    
    
    
    
    
    
    1.30Net income (loss) attributable to the Company  Diluted
    
    $
    (45.23
    )
    
    $
    .57
    
    
    $
    (50.41
    )
    
    $
    2.18Weighted average common shares  Diluted
    
    
    81,224
    
    
    
    496,887
    
    
    
    81,163
    
    
    
    496,637Dividends declared per share
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
 
 *
    
    As adjusted for the adoption of Statement of Financial Accounting Standards No. 160,
Noncontrolling Interests in Consolidated Financial Statements  an amendment of ARB No. 51(ASC
810-10-45) and Financial Accounting Standards Board (FASB) Staff Position Emerging Issues Task
Force 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities(ASC 260-10-45).  - 5 -




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##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 (In thousands)
 Six Months Ended June 30,2009
    
    
    2008Post-Merger
    
    
    Pre-Merger(As adjusted)*Cash flows from operating activities:Consolidated net income (loss)
    
    $
    (4,106,032
    )
    
    $
    1,097,997(Income) loss from discontinued operations, net
    
    
    
    
    
    
    (643,294
    )(4,106,032
    )
    
    
    454,703Reconciling items:Impairment charges
    
    
    4,041,252
    
    
    
    Depreciation and amortization
    
    
    383,805
    
    
    
    294,466Deferred taxes
    
    
    (194,991
    )
    
    
    66,838(Gain) loss on sale of operating and fixed assets
    
    
    34,410
    
    
    
    (19,451
    )(Gain) loss on forward exchange contract
    
    
    
    
    
    
    2,496(Gain) loss on trading securities
    
    
    
    
    
    
    (849
    )(Gain) loss on extinguishment of debt
    
    
    (440,338
    )
    
    
    Provision for doubtful accounts
    
    
    24,206
    
    
    
    19,042Share-based compensation
    
    
    19,306
    
    
    
    20,382Equity in loss (earnings) of nonconsolidated affiliates
    
    
    21,907
    
    
    
    (92,035
    )Amortization of deferred financing charges, bond
premiums and accretion of note discounts, net
    
    
    120,352
    
    
    
    3,653Other reconciling items  net
    
    
    (3,444
    )
    
    
    (26,278
    )Changes in other operating assets and liabilities, net
of effects of acquisitions and dispositions
    
    
    15,614
    
    
    
    (37,012
    )Net cash (used in) provided by operating activities
    
    
    (83,953
    )
    
    
    685,955Cash flows from investing activities:Change in notes receivable  net
    
    
    352
    
    
    
    1,859Change in investments in and advances to
nonconsolidated affiliates  net
    
    
    6,970
    
    
    
    24,664Sales of investments  net
    
    
    23,689
    
    
    
    123,187Purchases of property, plant and equipment
    
    
    (92,623
    )
    
    
    (211,726
    )Proceeds from disposal of assets
    
    
    37,332
    
    
    
    44,311Acquisition of operating assets, net of cash acquired
    
    
    (6,930
    )
    
    
    (144,138
    )Change in other  net
    
    
    (679
    )
    
    
    (16,286
    )Net cash used in investing activities
    
    
    (31,889
    )
    
    
    (178,129
    )Cash flows from financing activities:Draws on credit facilities
    
    
    1,622,444
    
    
    
    691,122Payments on credit facilities
    
    
    (149,376
    )
    
    
    (873,741
    )Proceeds from delayed draw term loan facility
    
    
    500,000
    
    
    
    Payments on long-term debt
    
    
    (586,496
    )
    
    
    (625,856
    )Payments on forward exchange contract
    
    
    
    
    
    
    (110,410
    )Payments for purchase of common shares
    
    
    (122
    )
    
    
    (3,780
    )Payment for purchase of noncontrolling interest
    
    
    (12,952
    )
    
    
    Proceeds from exercise of stock options and other
    
    
    
    
    
    
    17,291Dividends paid
    
    
    
    
    
    
    (93,367
    )Net cash provided by (used in) financing activities
    
    
    1,373,498
    
    
    
    (998,741
    )Cash flows from discontinued operations:Net cash used in operating activities
    
    
    
    
    
    
    (85,026
    )Net cash provided by investing activities
    
    
    
    
    
    
    1,098,886Net cash provided by financing activities
    
    
    
    
    
    
    Net cash provided by discontinued operations
    
    
    
    
    
    
    1,013,860Net increase in cash and cash equivalents
    
    
    1,257,656
    
    
    
    522,945Cash and cash equivalents at beginning of period
    
    
    239,846
    
    
    
    145,148Cash and cash equivalents at end of period
    
    $
    1,497,502
    
    
    $
    668,093
 
 *
    
    As adjusted for the adoption of Statement of Financial Accounting Standards No. 160,
Noncontrolling Interests in Consolidated Financial Statements  an amendment of ARB No. 51
(ASC 810-10-45).  - 6 -




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##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
  Preparation of Interim Financial Statements
   Information Regarding the Registrant
  Business Combinations Basis in Leveraged Buyout Transactions
  
    
    The three and six month periods ended June 30, 2009 reflect the post-merger period of
the Company, including the merger of a wholly-owned subsidiary of the Company with and into
Clear Channel. Subsequent to the acquisition, Clear Channel became an indirect,
wholly-owned subsidiary of the Company and the business of the Company became that of Clear
Channel and its subsidiaries.
 
    
    The three and six month periods ended June 30, 2008 reflect the pre-merger period of
Clear Channel. Prior to its acquisition of Clear Channel, the Company had not conducted
any activities, other than activities incident to its formation and in connection with the
acquisition, and did not have any assets or liabilities, other than as related to the
acquisition. The consolidated financial statements for all pre-merger periods were
prepared using the historical basis of accounting for Clear Channel. As a result of the
merger and the associated purchase accounting, the consolidated financial statements of the
post-merger periods are not comparable to periods preceding the merger.
   - 7 -




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##### Table of Contents



Three months ended
    
    Six months endedJune 30, 2008
    
    June 30, 2008(In thousands, except per share data)
    
    Pre-merger
    
    Pre-mergerRevenue
    
    $
    1,831,078
    
    
    $
    3,395,285Income before discontinued operations
    
    $
    52,526
    
    
    $
    (8,696
    )Net income attributable to the Company
    
    $
    57,558
    
    
    $
    634,598Net income per common share  basic
    
    $
    0.71
    
    
    $
    7.82Net income per common share  diluted
    
    $
    0.71
    
    
    $
    7.82
 Liquidity
      - 8 -




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##### Table of Contents



Impairment Charges
    Summarized Operating Results of Discontinued Operations
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2008
    
    2008(In thousands)
    
    Pre-merger
    
    Pre-mergerRevenue
    
    $
    3,970
    
    
    $
    73,853Income before income taxes
    
    $
    4,557
    
    
    $
    699,921
  Share-based Compensation Cost
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(In thousands)
    
    Post-merger
    
    
    Pre-merger
    
    
    Post-merger
    
    
    Pre-mergerDirect Expense
    
    $
    2,871
    
    
    $
    4,583
    
    
    $
    5,878
    
    
    $
    8,187Selling, General & Administrative Expense
    
    
    1,837
    
    
    
    3,373
    
    
    
    3,725
    
    
    
    6,508Corporate Expense
    
    
    4,827
    
    
    
    2,836
    
    
    
    9,703
    
    
    
    5,687Total Share-Based Compensation Expense
    
    $
    9,535
    
    
    $
    10,792
    
    
    $
    19,306
    
    
    $
    20,382
  New Accounting Pronouncements
 The FASB Accounting Standards
Codification TM and the Hierarchy of Generally Accepted Accounting Principles
 - 9 -




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##### Table of Contents



Amendments to FASB Interpretation No. 46(R) Consolidation of Variable Interest
Entities
 Subsequent Events
 Determining Whether Instruments Granted in Share-Based
Payment Transactions Are Participating Securities
 Noncontrolling Interests in Consolidated
Financial Statements  an amendment of ARB No. 51
 - 10 -




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##### Table of Contents



Noncontrolling(In thousands)
    
    The Company
    
    
    Interests
    
    
    ConsolidatedBalances at January 1, 2009
    
    $
    (3,342,451
    )
    
    $
    426,220
    
    
    $
    (2,916,231
    )Net loss
    
    
    (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
    )
 Noncontrolling(In thousands)
    
    The Company
    
    
    Interests
    
    
    ConsolidatedBalances at January 1, 2008
    
    $
    8,769,299
    
    
    $
    464,552
    
    
    $
    9,233,851Net income
    
    
    1,081,980
    
    
    
    16,017
    
    
    
    1,097,997Foreign currency translation adjustments
    
    
    35,119
    
    
    
    24,445
    
    
    
    59,564Unrealized holding loss on marketable securities
    
    
    (44,714
    )
    
    
    (2,864
    )
    
    
    (47,578
    )Reclassification adjustment
    
    
    (25,997
    )
    
    
    
    
    
    
    (25,997
    )Other  net
    
    
    25,593
    
    
    
    3,264
    
    
    
    28,857Balances at June 30, 2008
    
    $
    9,841,280
    
    
    $
    505,414
    
    
    $
    10,346,694
 Disclosures about Derivative Instruments and Hedging Activities
 Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly
 Recognition and
Presentation of Other-Than-Temporary Impairments
 Accounting for Assets
Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies
 - 11 -




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Interim Disclosures
about Fair Value of Financial Instruments
 Equity Method
Investment Accounting Considerations
  Definite-lived Intangible Assets
   June 30, 2009
    
    
    December 31, 2008Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    Accumulated(In thousands)
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationTransit, street furniture, and
other outdoor contractual rights
    
    $
    796,755
    
    
    $
    98,671
    
    
    $
    883,130
    
    
    $
    49,818Customer / advertiser relationships
    
    
    1,210,847
    
    
    
    109,933
    
    
    
    1,210,205
    
    
    
    49,970Talent contracts
    
    
    320,854
    
    
    
    36,843
    
    
    
    161,644
    
    
    
    7,479Representation contracts
    
    
    217,153
    
    
    
    41,725
    
    
    
    216,955
    
    
    
    21,537Other
    
    
    547,489
    
    
    
    23,403
    
    
    
    548,180
    
    
    
    9,590Total
    
    $
    3,093,098
    
    
    $
    310,575
    
    
    $
    3,020,114
    
    
    $
    138,394
     - 12 -




---



##### Table of Contents



(In thousands)2010
    
    $
    318,5772011
    
    
    311,1622012
    
    
    293,8402013
    
    
    277,5032014
    
    
    257,670
 Indefinite-lived Intangible Assets
    FCC Licenses
  Use of the Residual Method to Value Acquired Assets
Other Than Goodwill Unit of Accounting for Testing Impairment of Indefinite-Lived Intangible Assets .
 - 13 -




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- 14 -




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Billboard Permits
   .
   - 15 -




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Goodwill
  - 16 -




---



##### Table of Contents



Americas
    
    
    International(In thousands)
    
    Radio
    
    
    Outdoor
    
    
    Outdoor
    
    
    Other
    
    
    TotalPre-MergerBalance as of December 31, 2007
    
    $
    6,045,527
    
    
    $
    688,336
    
    
    $
    474,253
    
    
    $
    2,000
    
    
    $
    7,210,116Acquisitions
    
    
    7,051
    
    
    
    
    
    
    
    12,341
    
    
    
    
    
    
    
    19,392Dispositions
    
    
    (20,931
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,931
    )Foreign currency
    
    
    
    
    
    
    (293
    )
    
    
    28,596
    
    
    
    
    
    
    
    28,303Adjustments
    
    
    (423
    )
    
    
    (970
    )
    
    
    
    
    
    
    
    
    
    
    (1,393
    )Balance as of July 30, 2008
    
    $
    6,031,224
    
    
    $
    687,073
    
    
    $
    515,190
    
    
    $
    2,000
    
    
    $
    7,235,487
 Americas
    
    
    International(In thousands)
    
    Radio
    
    
    Outdoor
    
    
    Outdoor
    
    
    Other
    
    
    TotalPost-MergerBalance as of July 31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Preliminary purchase price allocation
    
    
    6,335,220
    
    
    
    2,805,780
    
    
    
    603,712
    
    
    
    60,115
    
    
    
    9,804,827Purchase price adjustments  net
    
    
    356,040
    
    
    
    438,025
    
    
    
    (76,116
    )
    
    
    271,175
    
    
    
    989,124Impairment
    
    
    (1,115,033
    )
    
    
    (2,321,602
    )
    
    
    (173,435
    )
    
    
    
    
    
    
    (3,610,070
    )Acquisitions
    
    
    3,486
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,486Foreign exchange
    
    
    
    
    
    
    (29,605
    )
    
    
    (63,519
    )
    
    
    
    
    
    
    (93,124
    )Other
    
    
    (523
    )
    
    
    
    
    
    
    (3,099
    )
    
    
    
    
    
    
    (3,622
    )Balance as of December 31, 2008
    
    
    5,579,190
    
    
    
    892,598
    
    
    
    287,543
    
    
    
    331,290
    
    
    
    7,090,621Impairment
    
    
    (2,426,597
    )
    
    
    (389,828
    )
    
    
    (29,722
    )
    
    
    (211,988
    )
    
    
    (3,058,135
    )Acquisitions
    
    
    9,884
    
    
    
    2,250
    
    
    
    110
    
    
    
    
    
    
    
    12,244Dispositions
    
    
    (62,233
    )
    
    
    
    
    
    
    
    
    
    
    (2,276
    )
    
    
    (64,509
    )Foreign currency
    
    
    
    
    
    
    15,809
    
    
    
    7,016
    
    
    
    
    
    
    
    22,825Purchase price adjustments  net
    
    
    39,801
    
    
    
    53,304
    
    
    
    
    
    
    
    
    
    
    
    93,105Other
    
    
    (529
    )
    
    
    (712
    )
    
    
    
    
    
    
    
    
    
    
    (1,241
    )Balance as of June 30, 2009
    
    $
    3,139,516
    
    
    $
    573,421
    
    
    $
    264,947
    
    
    $
    117,026
    
    
    $
    4,094,910
  Clarification of Reporting Unit Guidance in
Paragraph 30 of FASB Statement No. 142
     - 17 -




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- 18 -




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- 19 -




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##### Table of Contents



June 30,
    
    
    December 31,(In thousands)
    
    2009
    
    
    2008Senior Secured Credit Facilities:Term Loan A Facility
    
    $
    1,331,500
    
    
    $
    1,331,500Term Loan B Facility
    
    
    10,700,000
    
    
    
    10,700,000Term Loan C  Asset Sale Facility
    
    
    695,879
    
    
    
    695,879Revolving Credit Facility
    
    
    1,802,500
    
    
    
    220,000Delayed Draw Term Loan Facilities
    
    
    1,032,500
    
    
    
    532,500Receivables Based Credit Facility
    
    
    341,732
    
    
    
    445,609Other Secured Long-term Debt
    
    
    5,491
    
    
    
    6,604Total Consolidated Secured Debt
    
    
    15,909,602
    
    
    
    13,932,092Senior Cash Pay Notes
    
    
    796,250
    
    
    
    980,000Senior Toggle Notes
    
    
    1,080,625
    
    
    
    1,330,000Clear Channel Senior Notes:4.25% Senior Notes Due 2009
    
    
    
    
    
    
    500,0007.65% Senior Notes Due 2010
    
    
    116,181
    
    
    
    133,6814.5% Senior Notes Due 2010
    
    
    239,975
    
    
    
    250,0006.25% Senior Notes Due 2011
    
    
    712,941
    
    
    
    722,9414.4% Senior Notes Due 2011
    
    
    196,279
    
    
    
    223,2795.0% Senior Notes Due 2012
    
    
    269,800
    
    
    
    275,8005.75% Senior Notes Due 2013
    
    
    428,504
    
    
    
    475,7395.5% Senior Notes Due 2014
    
    
    750,000
    
    
    
    750,0004.9% Senior Notes Due 2015
    
    
    250,000
    
    
    
    250,0005.5% Senior Notes Due 2016
    
    
    250,000
    
    
    
    250,0006.875% Senior Debentures Due 2018
    
    
    175,000
    
    
    
    175,0007.25% Senior Debentures Due 2027
    
    
    300,000
    
    
    
    300,000Other long-term debt
    
    
    66,869
    
    
    
    69,260Purchase accounting adjustments and original issue (discount) premium
    
    
    (996,037
    )
    
    
    (1,114,172
    )20,545,989
    
    
    
    19,503,620Less: current portion
    
    
    298,531
    
    
    
    562,923Total long-term debt
    
    $
    20,247,458
    
    
    $
    18,940,697
   - 20 -




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##### Table of Contents



Senior Secured Credit Facilities
   
    
    with respect to loans under the term loan A facility and the revolving credit
facility, (i) 2.40% in the case of base rate loans and (ii) 3.40% in the case of
Eurocurrency rate loans, subject to downward adjustments if Clear Channels leverage
ratio of total debt to EBITDA decreases below 7 to 1; and
 
    
    with respect to loans under the term loan B facility, term loan C  asset sale
facility and delayed draw term loan facilities, (i) 2.65% in the case of base rate loans
and (ii) 3.65% in the case of Eurocurrency rate loans, subject to downward adjustments
if Clear Channels leverage ratio of total debt to EBITDA decreases below 7 to 1.
   Receivables Based Credit Facility
      - 21 -




---



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Senior Cash Pay Notes and Senior Toggle Notes
    Debt Maturities and Other
     Acquisitions
    Disposition of Assets
  - 22 -




---



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The Equity Method of Accounting for Investments
in Common Stock
  Accounting for Certain Investments in Debt and Equity Securities
 Divestiture Trusts
  Legal Proceedings
  Effective Tax Rate
 Accounting for Income Taxes ,
 Marketable Equity Securities and Interest Rate Swap Agreements
  Fair Value Measurements
 - 23 -




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##### Table of Contents



June 30, 2009
    
    
    December 31, 2008(In thousands)
    
    Fair
    
    
    Unrealized
    
    
    Unrealized
    
    
    
    
    
    
    Fair
    
    
    Unrealized
    
    
    UnrealizedInvestments
    
    Value
    
    
    Losses
    
    
    Gains
    
    
    Cost
    
    
    Value
    
    
    Losses
    
    
    Gains
    
    
    CostAvailable-for sale
    
    $
    29,839
    
    
    $
    
    
    
    $
    2,729
    
    
    $
    27,110
    
    
    $
    27,110
    
    
    $
    
    
    
    $
    
    
    
    $
    27,110Other cost
investments
    
    
    25,526
    
    
    
    
    
    
    
    
    
    
    
    25,526
    
    
    
    6,397
    
    
    
    
    
    
    
    
    
    
    
    6,397Total
    
    $
    55,365
    
    
    $
    
    
    
    $
    2,729
    
    
    $
    52,636
    
    
    $
    33,507
    
    
    $
    
    
    
    $
    
    
    
    $
    33,507
    (In thousands)Classification as of June 30, 2009
    
    Fair Value
    
    Classification as of December 31, 2008
    
    Fair ValueOther long-term liabilities
    
    $
    238,830
    
    
    Other long-term liabilities
    
    $
    118,785
  Accumulated other(In thousands)
    
    comprehensive lossBalance at January 1, 2009
    
    $
    75,079Other comprehensive loss
    
    
    75,750Balance at June 30, 2009
    
    $
    150,829
 Other Comprehensive Income
  Six Months Ended June 30,2009
    
    
    2008(In thousands)
    
    Post-Merger
    
    
    Pre-MergerUnrealized holding (gain) loss on investments
    
    $
    (12,928
    )
    
    $
    21,729Unrealized holding loss on cash flow derivatives
    
    
    44,295
    
    
    
    11,595Income tax benefit
    
    $
    31,367
    
    
    $
    33,324
 - 24 -




---



##### Table of Contents



Business Combinations
           - 25 -




---



##### Table of Contents



Americas
    
    
    International
    
    
    
    
    
    
    Corporate andRadio
    
    
    Outdoor
    
    
    Outdoor
    
    
    
    
    
    
    other reconciling(In thousands)
    
    Broadcasting
    
    
    Advertising
    
    
    Advertising
    
    
    Other
    
    
    items
    
    
    Eliminations
    
    
    ConsolidatedThree Months Ended June 30, 2009 (Post-merger)Revenue
    
    $
    717,567
    
    
    $
    315,553
    
    
    $
    376,564
    
    
    $
    49,335
    
    
    $
    
    
    
    $
    (21,154
    )
    
    $
    1,437,865Direct operating expenses
    
    
    233,585
    
    
    
    148,755
    
    
    
    243,554
    
    
    
    21,755
    
    
    
    
    
    
    
    (10,573
    )
    
    
    637,076Selling, general and
administrative expenses
    
    
    226,227
    
    
    
    51,398
    
    
    
    69,944
    
    
    
    23,570
    
    
    
    
    
    
    
    (10,581
    )
    
    
    360,558Depreciation and amortization
    
    
    77,990
    
    
    
    57,860
    
    
    
    56,948
    
    
    
    13,485
    
    
    
    1,963
    
    
    
    
    
    
    
    208,246Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,087
    
    
    
    
    
    
    
    50,087Impairment charge
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,041,252
    
    
    
    
    
    
    
    4,041,252Other operating expense  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (31,516
    )
    
    
    
    
    
    
    (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
    
    
    $
    
    
    
    $
    
    
    
    $
    21,154Share-based payments
    
    $
    2,139
    
    
    $
    2,028
    
    
    $
    613
    
    
    $
    (72
    )
    
    $
    4,827
    
    
    $
    
    
    
    $
    9,535Six Months Ended June 30, 2009 (Post-merger)Revenue
    
    $
    1,321,189
    
    
    $
    585,740
    
    
    $
    688,593
    
    
    $
    91,133
    
    
    $
    
    
    
    $
    (40,803
    )
    
    $
    2,645,852Direct operating expenses
    
    
    461,767
    
    
    
    293,635
    
    
    
    478,282
    
    
    
    44,281
    
    
    
    
    
    
    
    (22,540
    )
    
    
    1,255,425Selling, general and
administrative expenses
    
    
    465,566
    
    
    
    100,237
    
    
    
    138,869
    
    
    
    51,685
    
    
    
    
    
    
    
    (18,263
    )
    
    
    738,094Depreciation and amortization
    
    
    134,822
    
    
    
    104,510
    
    
    
    112,206
    
    
    
    28,332
    
    
    
    3,935
    
    
    
    
    
    
    
    383,805Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    97,722
    
    
    
    
    
    
    
    97,722Impairment charge
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,041,252
    
    
    
    
    
    
    
    4,041,252Other operating expense  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (34,410
    )
    
    
    
    
    
    
    (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
    
    
    $
    
    
    
    $
    
    
    
    $
    40,803Identifiable assets
    
    $
    8,732,178
    
    
    $
    4,353,936
    
    
    $
    2,272,665
    
    
    $
    778,835
    
    
    $
    1,760,271
    
    
    $
    
    
    
    $
    17,897,885Capital expenditures
    
    $
    23,609
    
    
    $
    34,297
    
    
    $
    32,525
    
    
    $
    20
    
    
    $
    2,172
    
    
    $
    
    
    
    $
    92,623Share-based payments
    
    $
    4,138
    
    
    $
    4,196
    
    
    $
    1,269
    
    
    $
    
    
    
    $
    9,703
    
    
    $
    
    
    
    $
    19,306Three Months Ended June 30, 2008 (Pre-merger)Revenue
    
    $
    891,483
    
    
    $
    384,978
    
    
    $
    529,830
    
    
    $
    52,381
    
    
    $
    
    
    
    $
    (27,594
    )
    
    $
    1,831,078Direct operating expenses
    
    
    245,330
    
    
    
    161,020
    
    
    
    329,224
    
    
    
    20,595
    
    
    
    
    
    
    
    (12,684
    )
    
    
    743,485Selling, general and
administrative expenses
    
    
    285,961
    
    
    
    60,057
    
    
    
    90,977
    
    
    
    23,649
    
    
    
    
    
    
    
    (14,910
    )
    
    
    445,734Depreciation and amortization
    
    
    21,015
    
    
    
    49,273
    
    
    
    55,491
    
    
    
    12,750
    
    
    
    3,659
    
    
    
    
    
    
    
    142,188Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,974
    
    
    
    
    
    
    
    47,974Merger expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,456
    
    
    
    
    
    
    
    7,456Other operating income  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,354
    
    
    
    
    
    
    
    17,354Operating income (loss)
    
    $
    339,177
    
    
    $
    114,628
    
    
    $
    54,138
    
    
    $
    (4,613
    )
    
    $
    (41,735
    )
    
    $
    
    
    
    $
    461,595Intersegment revenues
    
    $
    9,896
    
    
    $
    2,562
    
    
    $
    
    
    
    $
    15,136
    
    
    $
    
    
    
    $
    
    
    
    $
    27,594Share-based payments
    
    $
    4,506
    
    
    $
    2,763
    
    
    $
    687
    
    
    $
    
    
    
    $
    2,836
    
    
    $
    
    
    
    $
    10,792Six Months Ended June 30, 2008 (Pre-merger)Revenue
    
    $
    1,661,094
    
    
    $
    718,340
    
    
    $
    972,047
    
    
    $
    96,834
    
    
    $
    
    
    
    $
    (53,030
    )
    
    $
    3,395,285Direct operating expenses
    
    
    476,826
    
    
    
    317,265
    
    
    
    643,813
    
    
    
    37,919
    
    
    
    
    
    
    
    (26,391
    )
    
    
    1,449,432Selling, general and
administrative expenses
    
    
    555,243
    
    
    
    118,432
    
    
    
    177,212
    
    
    
    47,867
    
    
    
    
    
    
    
    (26,639
    )
    
    
    872,115Depreciation and amortization
    
    
    52,502
    
    
    
    99,372
    
    
    
    110,482
    
    
    
    24,305
    
    
    
    7,805
    
    
    
    
    
    
    
    294,466Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    94,277
    
    
    
    
    
    
    
    94,277Merger expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,845
    
    
    
    
    
    
    
    7,845Other operating income  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,451
    
    
    
    
    
    
    
    19,451Operating income (loss)
    
    $
    576,523
    
    
    $
    183,271
    
    
    $
    40,540
    
    
    $
    (13,257
    )
    
    $
    (90,476
    )
    
    $
    
    
    
    $
    696,601Intersegment revenues
    
    $
    20,860
    
    
    $
    4,239
    
    
    $
    
    
    
    $
    27,931
    
    
    $
    
    
    
    $
    
    
    
    $
    53,030Identifiable assets
    
    $
    11,749,790
    
    
    $
    2,920,321
    
    
    $
    2,784,482
    
    
    $
    614,317
    
    
    $
    964,989
    
    
    $
    
    
    
    $
    19,033,899Capital expenditures
    
    $
    35,008
    
    
    $
    71,818
    
    
    $
    101,471
    
    
    $
    1,554
    
    
    $
    1,875
    
    
    $
    
    
    
    $
    211,726Share-based payments
    
    $
    9,315
    
    
    $
    4,301
    
    
    $
    1,079
    
    
    $
    
    
    
    $
    5,687
    
    
    $
    
    
    
    $
    20,382
 - 26 -




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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Consummation of Merger
  Business Combinations Basis in Leveraged Buyout Transactions
  Format of Presentation
  
    
    The three and six month periods ended June 30, 2009 reflect our post-merger period.
Subsequent to the acquisition, Clear Channel became an indirect, wholly-owned subsidiary of
ours and our business became that of Clear Channel and its subsidiaries.
 
    
    The three and six month periods ended June 30, 2008 reflect the pre-merger period of
Clear Channel. Prior to the consummation of our acquisition of Clear Channel, we had not
conducted any activities, other than activities incident to our formation and in connection
with the acquisition, and did not have any assets or liabilities, other than as related to
the acquisition. The consolidated financial statements for all pre-merger periods were
prepared using the historical basis of accounting for Clear Channel. As a result of the
merger and the associated purchase accounting, the consolidated financial statements of the
post-merger periods are not comparable to periods preceding the merger.
   Recent Events
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Impairment Charges
 Impairment to Definite-lived Intangibles
    Impairment to FCC Licenses
   Use of the Residual Method to Value
Acquired Assets Other Than Goodwill Unit of Accounting for Testing Impairment of
Indefinite-Lived Intangible Assets .
    - 29 -




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(in thousands)Indefinite-lived intangible
    
    Revenue growth rate
    
    Profit margin
    
    Discount ratesFCC licenses
    
    $
    212,790
    
    
    $
    103,500
    
    
    $
    320,510
  (in thousands)Percent change in fair value
    
    Change to impairment5%
    
    $
    118,87710%
    
    $
    239,53615%
    
    $
    360,279
 Impairment to Billboard Permits
   .
   - 31 -




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(in thousands)Indefinite-lived intangible
    
    Revenue growth rate
    
    Profit margin
    
    Discount ratesBillboard permits
    
    $
    386,700
    
    
    $
    73,300
    
    
    $
    408,300
  (in thousands)Percent change in fair value
    
    Change to impairment5%
    
    $
    55,77610%
    
    $
    111,78215%
    
    $
    167,852
 Impairment to Goodwill
  Clarification of Reporting Unit Guidance in
Paragraph 30 of FASB Statement No. 142
      - 33 -




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Balances as of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balances as ofDecember 31,
    
    
    
    
    
    
    
    
    
    
    Foreign
    
    
    
    
    
    
    
    
    
    
    June 30,(In thousands)
    
    2008
    
    
    Acquisitions
    
    
    Dispositions
    
    
    Currency
    
    
    Impairment
    
    
    Adjustments
    
    
    2009United States Radio Markets
    
    $
    5,579,190
    
    
    $
    9,884
    
    
    $
    (62,233
    )
    
    $
    
    
    
    $
    (2,426,597
    )
    
    $
    39,272
    
    
    $
    3,139,516United States Outdoor Markets
    
    
    824,730
    
    
    
    2,250
    
    
    
    
    
    
    
    
    
    
    
    (324,893
    )
    
    
    57,513
    
    
    
    559,600Switzerland
    
    
    56,885
    
    
    
    
    
    
    
    
    
    
    
    (1,214
    )
    
    
    (7,827
    )
    
    
    
    
    
    
    47,844Ireland
    
    
    14,285
    
    
    
    
    
    
    
    
    
    
    
    131
    
    
    
    (10,360
    )
    
    
    
    
    
    
    4,056Baltics
    
    
    10,629
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,235
    )
    
    
    
    
    
    
    394Americas Outdoor  Mexico
    
    
    8,729
    
    
    
    
    
    
    
    
    
    
    
    6,938
    
    
    
    (10,085
    )
    
    
    (1
    )
    
    
    5,581Americas Outdoor  Chile
    
    
    3,964
    
    
    
    
    
    
    
    
    
    
    
    4,435
    
    
    
    (7,834
    )
    
    
    
    
    
    
    565Americas Outdoor  Peru
    
    
    45,284
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (37,609
    )
    
    
    
    
    
    
    7,675Americas Outdoor  Brazil
    
    
    4,971
    
    
    
    
    
    
    
    
    
    
    
    4,436
    
    
    
    (9,407
    )
    
    
    
    
    
    
    All Others  International Outdoor
    
    
    205,744
    
    
    
    110
    
    
    
    
    
    
    
    8,099
    
    
    
    (1,300
    )
    
    
    
    
    
    
    212,653Other
    
    
    331,290
    
    
    
    
    
    
    
    (2,276
    )
    
    
    
    
    
    
    (211,988
    )
    
    
    
    
    
    
    117,026Americas Outdoor  Canada
    
    
    4,920
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,920
    )
    
    
    $
    7,090,621
    
    
    $
    12,244
    
    
    $
    (64,509
    )
    
    $
    22,825
    
    
    $
    (3,058,135
    )
    
    $
    91,864
    
    
    $
    4,094,910
  (in thousands)Reportable segment
    
    Revenue growth rate
    
    Profit margin
    
    Discount ratesRadio Broadcasting
    
    $
    670,000
    
    
    $
    190,000
    
    
    $
    650,000Americas Outdoor
    
    $
    320,000
    
    
    $
    90,000
    
    
    $
    300,000International Outdoor
    
    $
    140,000
    
    
    $
    100,000
    
    
    $
    120,000
  (In thousands)Reportable segment
    
    5%
    
    10%
    
    15%Radio Broadcasting
    
    $
    353,000
    
    
    $
    706,000
    
    
    $
    1,059,000Americas Outdoor
    
    $
    164,950
    
    
    $
    329,465
    
    
    $
    493,915International Outdoor
    
    $
    7,207
    
    
    $
    18,452
    
    
    $
    33,774
 Restructuring Program
  Radio Broadcasting
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Americas and International Outdoor Advertising
     - 36 -




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Share-Based Payments
   Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(In millions)
    
    Post-merger
    
    
    Pre-merger
    
    
    Post-merger
    
    
    Pre-mergerRadio BroadcastingDirect Operating Expenses
    
    $
    1.0
    
    
    $
    2.0
    
    
    $
    1.9
    
    
    $
    4.2SG&A Expenses
    
    
    1.1
    
    
    
    2.5
    
    
    
    2.2
    
    
    
    5.1Americas Outdoor AdvertisingDirect Operating Expenses
    
    
    1.4
    
    
    
    2.0
    
    
    
    3.0
    
    
    
    3.1SG&A Expenses
    
    
    0.6
    
    
    
    0.8
    
    
    
    1.2
    
    
    
    1.2International Outdoor
AdvertisingDirect Operating Expenses
    
    
    0.5
    
    
    
    0.5
    
    
    
    1.0
    
    
    
    0.8SG&A Expenses
    
    
    0.1
    
    
    
    0.2
    
    
    
    0.3
    
    
    
    0.3Corporate
    
    
    4.8
    
    
    
    2.8
    
    
    
    9.7
    
    
    
    5.7Total
    
    $
    9.5
    
    
    $
    10.8
    
    
    $
    19.3
    
    
    $
    20.4
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##### Table of Contents



RESULTS OF OPERATIONS
 Consolidated Results of Operations
  Three Months Ended June 30,
    
    Six Months Ended June 30,2009
    
    
    2008
    
    
    %
    
    2009
    
    
    2008
    
    
    %(In thousands)
    
    Post-merger
    
    
    Pre-merger
    
    
    Change
    
    Post-merger
    
    
    Pre-merger
    
    
    ChangeRevenue
    
    $
    1,437,865
    
    
    $
    1,831,078
    
    
    
    (21
    %)
    
    $
    2,645,852
    
    
    $
    3,395,285
    
    
    
    (22
    %)Operating expenses:Direct operating expenses (excludes
depreciation and amortization)
    
    
    637,076
    
    
    
    743,485
    
    
    
    (14
    %)
    
    
    1,255,425
    
    
    
    1,449,432
    
    
    
    (13
    %)Selling, general and administrative
expenses (excludes depreciation and
amortization)
    
    
    360,558
    
    
    
    445,734
    
    
    
    (19
    %)
    
    
    738,094
    
    
    
    872,115
    
    
    
    (15
    %)Depreciation and amortization
    
    
    208,246
    
    
    
    142,188
    
    
    
    46
    %
    
    
    383,805
    
    
    
    294,466
    
    
    
    30
    %Corporate expenses (excludes
depreciation and amortization)
    
    
    50,087
    
    
    
    47,974
    
    
    
    4
    %
    
    
    97,722
    
    
    
    94,277
    
    
    
    4
    %Merger expenses
    
    
    
    
    
    
    7,456
    
    
    
    
    
    
    
    
    
    
    
    7,845Impairment charge
    
    
    4,041,252
    
    
    
    
    
    
    
    
    
    
    
    4,041,252
    
    
    
    Other operating income (expense)  net
    
    
    (31,516
    )
    
    
    17,354
    
    
    
    
    
    
    
    (34,410
    )
    
    
    19,451Operating income (loss)
    
    
    (3,890,870
    )
    
    
    461,595
    
    
    
    
    
    
    
    (3,904,856
    )
    
    
    696,601Interest expense
    
    
    384,625
    
    
    
    82,175
    
    
    
    
    
    
    
    771,678
    
    
    
    182,178Gain on marketable securities
    
    
    
    
    
    
    27,736
    
    
    
    
    
    
    
    
    
    
    
    34,262Equity in (loss) earnings of
nonconsolidated affiliates
    
    
    (17,719
    )
    
    
    8,990
    
    
    
    
    
    
    
    (21,907
    )
    
    
    92,035Other income (expense)  net
    
    
    430,629
    
    
    
    (6,086
    )
    
    
    
    
    
    
    427,449
    
    
    
    5,701Income (loss) before income taxes and
discontinued operations
    
    
    (3,862,585
    )
    
    
    410,060
    
    
    
    
    
    
    
    (4,270,992
    )
    
    
    646,421Income tax benefit (expense):Current
    
    
    (18,936
    )
    
    
    (101,047
    )
    
    
    
    
    
    
    (30,031
    )
    
    
    (124,880
    )Deferred
    
    
    203,488
    
    
    
    (24,090
    )
    
    
    
    
    
    
    194,991
    
    
    
    (66,838
    )Income tax benefit (expense)
    
    
    184,552
    
    
    
    (125,137
    )
    
    
    
    
    
    
    164,960
    
    
    
    (191,718
    )Income (loss) before discontinued operations
    
    
    (3,678,033
    )
    
    
    284,923
    
    
    
    
    
    
    
    (4,106,032
    )
    
    
    454,703Income from discontinued operations, net
    
    
    
    
    
    
    5,032
    
    
    
    
    
    
    
    
    
    
    
    643,294Consolidated net income (loss)
    
    $
    (3,678,033
    )
    
    $
    289,955
    
    
    
    
    
    
    $
    (4,106,032
    )
    
    $
    1,097,997
 Consolidated Revenue
   Consolidated Direct Operating Expenses
   - 38 -




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Consolidated Selling, General and Administrative (SG&A) Expenses
   Depreciation and Amortization
   Corporate Expenses
   Other Operating Income (Expense)  Net
   - 39 -




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Interest Expense
   Gain on Marketable Securities
   Equity in Earnings (Loss) of Nonconsolidated Affiliates
   Other Income (Expense)  Net
   Income Tax Benefit (Expense)
 Accounting for Income Taxes
   - 40 -




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Income from Discontinued Operations, Net
  Segment Revenue and Divisional Operating Expenses
 Radio Broadcasting
 Three Months Ended
    
    
    
    
    
    
    Six Months EndedJune 30,
    
    
    
    
    
    
    June 30,2009
    
    
    2008
    
    
    %
    
    
    2009
    
    
    2008
    
    
    %(In thousands)
    
    Post-merger
    
    
    Pre-merger
    
    
    Change
    
    Post-merger
    
    
    Pre-merger
    
    
    ChangeRevenue
    
    $
    717,567
    
    
    $
    891,483
    
    
    
    (20
    %)
    
    $
    1,321,189
    
    
    $
    1,661,094
    
    
    
    (20
    %)Direct operating expenses
    
    
    233,585
    
    
    
    245,330
    
    
    
    (5
    %)
    
    
    461,767
    
    
    
    476,826
    
    
    
    (3
    %)Selling, general and
administrative expenses
    
    
    226,227
    
    
    
    285,961
    
    
    
    (21
    %)
    
    
    465,566
    
    
    
    555,243
    
    
    
    (16
    %)Depreciation and amortization
    
    
    77,990
    
    
    
    21,015
    
    
    
    271
    %
    
    
    134,822
    
    
    
    52,502
    
    
    
    157
    %Operating income
    
    $
    179,765
    
    
    $
    339,177
    
    
    
    (47
    %)
    
    $
    259,034
    
    
    $
    576,523
    
    
    
    (55
    %)
 Three Months
    Six Months
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Americas Outdoor Advertising
 Three Months Ended
    
    
    
    
    
    
    Six Months EndedJune 30,
    
    
    
    
    
    
    June 30,2009
    
    
    2008
    
    
    %
    
    2009
    
    
    2008
    
    
    %(In thousands)
    
    Post-merger
    
    
    Pre-merger
    
    
    Change
    
    Post-merger
    
    
    Pre-merger
    
    
    ChangeRevenue
    
    $
    315,553
    
    
    $
    384,978
    
    
    
    (18
    %)
    
    $
    585,740
    
    
    $
    718,340
    
    
    
    (18
    %)Direct operating expenses
    
    
    148,755
    
    
    
    161,020
    
    
    
    (8
    %)
    
    
    293,635
    
    
    
    317,265
    
    
    
    (7
    %)Selling, general and
administrative expenses
    
    
    51,398
    
    
    
    60,057
    
    
    
    (14
    %)
    
    
    100,237
    
    
    
    118,432
    
    
    
    (15
    %)Depreciation and amortization
    
    
    57,860
    
    
    
    49,273
    
    
    
    17
    %
    
    
    104,510
    
    
    
    99,372
    
    
    
    5
    %Operating income
    
    $
    57,540
    
    
    $
    114,628
    
    
    
    (50
    %)
    
    $
    87,358
    
    
    $
    183,271
    
    
    
    (52
    %)
 Three Months
    Six Months
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International Outdoor Advertising
 Three Months Ended
    
    
    
    
    
    
    Six Months EndedJune 30,
    
    
    
    
    
    
    June 30,2009
    
    
    2008
    
    
    %
    
    2009
    
    
    2008
    
    
    %(In thousands)
    
    Post-merger
    
    
    Pre-merger
    
    
    Change
    
    Post-merger
    
    
    Pre-merger
    
    
    ChangeRevenue
    
    $
    376,564
    
    
    $
    529,830
    
    
    
    (29
    %)
    
    $
    688,593
    
    
    $
    972,047
    
    
    
    (29
    %)Direct operating expenses
    
    
    243,554
    
    
    
    329,224
    
    
    
    (26
    %)
    
    
    478,282
    
    
    
    643,813
    
    
    
    (26
    %)Selling, general and
administrative expenses
    
    
    69,944
    
    
    
    90,977
    
    
    
    (23
    %)
    
    
    138,869
    
    
    
    177,212
    
    
    
    (22
    %)Depreciation and amortization
    
    
    56,948
    
    
    
    55,491
    
    
    
    3
    %
    
    
    112,206
    
    
    
    110,482
    
    
    
    2
    %Operating income (loss)
    
    $
    6,118
    
    
    $
    54,138
    
    
    
    (89
    %)
    
    $
    (40,764
    )
    
    $
    40,540
    
    
    
    (201
    %)
 Three Months
   Six Months
   Reconciliation of Segment Operating Income (Loss) to Consolidated Operating Income (Loss)
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(In thousands)
    
    Post-merger
    
    
    Pre-merger
    
    
    Post-merger
    
    
    Pre-mergerRadio Broadcasting
    
    $
    179,765
    
    
    $
    339,177
    
    
    $
    259,034
    
    
    $
    576,523Americas Outdoor Advertising
    
    
    57,540
    
    
    
    114,628
    
    
    
    87,358
    
    
    
    183,271International Outdoor Advertising
    
    
    6,118
    
    
    
    54,138
    
    
    
    (40,764
    )
    
    
    40,540Other
    
    
    (9,475
    )
    
    
    (4,613
    )
    
    
    (33,165
    )
    
    
    (13,257
    )Impairment charge
    
    
    (4,041,252
    )
    
    
    
    
    
    
    (4,041,252
    )
    
    
    Other operating income (expense)  net
    
    
    (31,516
    )
    
    
    17,354
    
    
    
    (34,410
    )
    
    
    19,451Corporate and merger expenses
    
    
    (52,050
    )
    
    
    (59,089
    )
    
    
    (101,657
    )
    
    
    (109,927
    )Consolidated operating income (loss)
    
    $
    (3,890,870
    )
    
    $
    461,595
    
    
    $
    (3,904,856
    )
    
    $
    696,601
 LIQUIDITY AND CAPITAL RESOURCES
  - 43 -




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##### Table of Contents



Cash Flows
 Six Months Ended June 30,2009
    
    2008(In thousands)
    
    Post-merger
    
    Pre-mergerCash provided by (used in):Operating activities
    
    $
    (83,953
    )
    
    $
    685,955Investing activities
    
    $
    (31,889
    )
    
    $
    (178,129
    )Financing activities
    
    $
    1,373,498
    
    
    $
    (998,741
    )Discontinued operations
    
    $
    
    
    
    $
    1,013,860
 Operating Activities:
   Investing Activities:
   Financing Activities:
   Discontinued Operations:
  Anticipated Cash Requirements
  - 44 -




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- 45 -




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##### Table of Contents



SOURCES OF CAPITAL
  June 30,
    
    
    December 31,(In millions)
    
    2009
    
    
    2008Term Loan A Facility
    
    $
    1,331.5
    
    
    $
    1,331.5Term Loan B Facility
    
    
    10,700.0
    
    
    
    10,700.0Term Loan C  Asset Sale Facility
    
    
    695.9
    
    
    
    695.9Revolving Credit Facility
    
    
    1,802.5
    
    
    
    220.0Delayed Draw Term Loan Facilities
    
    
    1,032.5
    
    
    
    532.5Receivables Based Credit Facility
    
    
    341.7
    
    
    
    445.6Secured Subsidiary Debt
    
    
    5.5
    
    
    
    6.6Total Secured Debt
    
    
    15,909.6
    
    
    
    13,932.1Senior Cash Pay Notes
    
    
    796.3
    
    
    
    980.0Senior Toggle Notes
    
    
    1,080.6
    
    
    
    1,330.0Clear Channel Senior Notes (a)
    
    
    2,692.6
    
    
    
    3,192.2Clear Channel Subsidiary Debt
    
    
    66.9
    
    
    
    69.3Total Debt
    
    
    20,546.0
    
    
    
    19,503.6Less: Cash and cash equivalents
    
    
    1,497.5
    
    
    
    239.8$
    19,048.5
    
    
    $
    19,263.8
 
 (a)
    
    Includes $1.0 billion and $1.1 billion at June 30, 2009 and December 31, 2008, respectively, in
unamortized fair value purchase accounting discounts related to the merger with Clear Channel.  Senior Secured Credit Facilities
   
    
    with respect to loans under the term loan A facility and the revolving credit
facility, (i) 2.40% in the case of base rate loans and (ii) 3.40% in the case of
Eurocurrency rate loans, subject to downward adjustments if Clear Channels leverage
ratio of total debt to EBITDA decreases below 7 to 1; and
    
    with respect to loans under the term loan B facility, term loan C  asset sale
facility and delayed draw term loan facilities, (i) 2.65% in the case of base rate loans
and (ii) 3.65% in the case of Eurocurrency rate loans, subject to downward adjustments
if Clear Channels leverage ratio of total debt to EBITDA decreases below 7 to 1.
  - 46 -




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##### Table of Contents



Receivables Based Credit Facility
      Senior Cash Pay Notes and Senior Toggle Notes
  Debt Maturities and Other
    - 47 -




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Dispositions and Other
   USES OF CAPITAL
 Capital Expenditures
  Six Months Ended June 30, 2009 Capital ExpendituresAmericas
    
    
    InternationalOutdoor
    
    
    Outdoor
    
    
    Corporate and(In millions)
    
    Radio
    
    
    Advertising
    
    
    Advertising
    
    
    Other
    
    
    TotalNon-revenue producing
    
    $
    23.6
    
    
    $
    7.7
    
    
    $
    10.0
    
    
    $
    2.2
    
    
    $
    43.5Revenue producing
    
    
    
    
    
    
    26.6
    
    
    
    22.5
    
    
    
    
    
    
    
    49.1$
    23.6
    
    
    $
    34.3
    
    
    $
    32.5
    
    
    $
    2.2
    
    
    $
    92.6
  Certain Relationships with the Sponsors
   Commitments, Contingencies and Guarantees
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##### Table of Contents



MARKET RISK
  Interest Rate Risk
    Equity Price Risk
  Foreign Currency Exchange Rate Risk
    New Accounting Pronouncements
 The FASB Accounting Standards
Codification TM and the Hierarchy of Generally Accepted Accounting Principles
 Amendments to FASB
Interpretation No. 46(R) Consolidation of Variable Interest Entities
 - 49 -




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##### Table of Contents



Subsequent Events
 Determining Whether Instruments Granted in Share-Based
Payment Transactions Are Participating Securities
 Noncontrolling Interests in Consolidated
Financial Statements  an amendment of ARB No. 51
 Disclosures
about Derivative Instruments and Hedging Activities
 Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly ASC 820-10),
 - 50 -




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##### Table of Contents



Recognition
and Presentation of Other-Than-Temporary Impairments
 Accounting for Assets
Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies
 Interim
Disclosures about Fair Value of Financial Instruments
 Equity
Method Investment Accounting Considerations
 Inflation
  Ratio of Earnings to Fixed Charges
 Period from
    
    Period fromJuly 31
    
    January 1Six Months Ended
    
    through
    
    through JulyJune 30,
    
    December 31,
    
    30,
    
    
    
    Year Ended December 31,Post-merger
    
    Pre-merger
    
    Post-merger
    
    Pre-merger
    
    Pre-merger
    
    Pre-merger
    
    Pre-merger
    
    Pre-merger2009
    
    2008
    
    2008
    
    2008
    
    2007
    
    2006
    
    2005
    
    2004N/A
    
    2.36
    
    N/A
    
    2.06
    
    2.38
    
    2.27
    
    2.24
    
    2.76
  - 51 -




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##### Table of Contents



Risks Regarding Forward-Looking Statements
   
    
    the impact of the substantial indebtedness incurred to finance the consummation
of the merger;
    
    risks associated with the current global economic crisis and its impact on
capital markets and liquidity;
    
    the impact of the global economic downturn, which has adversely affected
advertising revenues across our businesses and other general economic and political
conditions in the U.S. and in other countries in which we currently do business,
including those resulting from recessions, political events and acts or threats of
terrorism or military conflicts;
    
    the need to allocate significant amounts of our cash flow to make payments on our
indebtedness, which in turn could reduce our financial flexibility and ability to
fund other activities;
    
    our cost savings initiatives may not be entirely successful;
    
    the effect of leverage on our financial position and earnings;
    
    access to capital markets and borrowed indebtedness;
    
    the impact of the geopolitical environment;
    
    shifts in population and other demographics;
    
    industry conditions, including competition;
    
    fluctuations in operating costs;
    
    technological changes and innovations;
    
    changes in labor conditions;
    
    fluctuations in exchange rates and currency values;
    
    capital expenditure requirements;
    
    the outcome of pending and future litigation settlements;
    
    legislative or regulatory requirements;
    
    changes in interest rates;
    
    taxes;
    
    our ability to integrate the operations of recently acquired companies;
    
    the impact of planned divestitures; and
    
    certain other factors set forth in our filings with the SEC, including our Annual
Report on Form 10-K for the year ended December 31, 2008.
  - 52 -




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##### Table of Contents



Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 Item 4T. CONTROLS AND PROCEDURES
   - 53 -




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##### Table of Contents



Part II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
   
 Item 1A. Risk Factors
   
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
   Total Number ofShares Purchased as
    
    Maximum Number ofTotal Number
    
    Average
    
    Part of Publicly
    
    Shares that May Yetof Shares
    
    Price Paid
    
    Announced Plans or
    
    Be Purchased UnderPeriod
    
    Purchased (1)
    
    per Share (2)
    
    Programs
    
    the Plans or ProgramsApril 1 through April 30
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    May 1 through May 31
    
    
    66,622
    
    
    $
    1.30
    
    
    
    
    
    
    
    June 1 through June 30
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    66,622
    
    
    $
    1.30
    
    
    
    
    
    
    
    
 
 (1)
    
    The shares indicated consist of shares tendered by employees to the Company during the
three months ended June 30, 2009, 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. - 54 -




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##### Table of Contents



Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
   
 Nominee
    
    For
    
    Against
    
    AbstainedDavid C. Abrams
    
    
    76,143,465
    
    
    
    4,365,022
    
    
    
    14,335Steven W. Barnes
    
    
    73,822,785
    
    
    
    6,681,702
    
    
    
    18,335Richard J. Bressler
    
    
    73,822,047
    
    
    
    6,682,440
    
    
    
    18,335Charles A. Brizius
    
    
    73,806,073
    
    
    
    6,698,414
    
    
    
    18,335John B. Connaughton
    
    
    73,816,577
    
    
    
    6,688,346
    
    
    
    17,899Blair E. Hendrix
    
    
    73,763,344
    
    
    
    6,741,143
    
    
    
    18,335Jonathon S. Jacobson
    
    
    76,074,029
    
    
    
    4,419,658
    
    
    
    29,135Ian K. Loring
    
    
    73,778,696
    
    
    
    6,725,791
    
    
    
    18,335Mark P. Mays
    
    
    73,803,182
    
    
    
    6,700,594
    
    
    
    19,046Randall T. Mays
    
    
    73,777,862
    
    
    
    6,726,575
    
    
    
    18,385Scott M. Sperling
    
    
    73,779,284
    
    
    
    6,725,203
    
    
    
    18,335Kent R. Weldon
    
    
    73,778,827
    
    
    
    6,725,660
    
    
    
    18,335
 
 For
    
    Against
    
    Abstained80,465,660
    
    52,855
    
    4,307
 
 Item 5. Other Information
  - 55 -




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##### Table of Contents



Item 6. Exhibits
 ExhibitNumber
    
    Description2.1
    
    
    Agreement and Plan of Merger, dated as of November 16, 2006, by
and among BT Triple Crown Merger Co., Inc., B Triple Crown Finco,
LLC, T Triple Crown Finco, LLC and Clear Channel Communications,
Inc. Incorporated by reference from Exhibit 2.1 to the Current
Report on Form 8-K filed by Clear Channel Communications, Inc.
with the Securities and Exchange Commission on November 16, 2006.2.2
    
    
    Amendment No. 1, dated as of April 18, 2007, to the Agreement and
Plan of Merger, dated as of November 16, 2006, by and among BT
Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple
Crown Finco, LLC and Clear Channel Communications, Inc.
Incorporated by reference from Exhibit 2.1 to the Current Report
on Form 8-K filed by Clear Channel Communications, Inc. with the
Securities and Exchange Commission on April 19, 2007.2.3
    
    
    Amendment No. 2, dated as of May 17, 2007, to the Agreement and
Plan of Merger, dated as of November 16, 2006, by and among BT
Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple
Crown Finco, LLC, BT Triple Crown Holdings III, Inc. and Clear
Channel Communications, Inc. Incorporated by reference from
Exhibit 2.1 to the Current Report on Form 8-K filed by Clear
Channel Communications, Inc. with the Securities and Exchange
Commission on May 18, 2007.2.4
    
    
    Amendment No. 3, dated as of May 13, 2008, to the Agreement and
Plan of Merger, dated as of November 16, 2006, by and among BT
Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple
Crown Finco, LLC, CC Media Holdings, Inc. and Clear Channel
Communications, Inc. Incorporated by reference from Exhibit 2.1 to
the Current Report on Form 8-K filed by Clear Channel
Communications, Inc. with the Securities and Exchange Commission
on May 14, 2008.2.5
    
    
    Asset Purchase Agreement, dated as of April 20, 2007, between
Clear Channel Broadcasting, Inc., ABO Broadcasting Operations,
LLC, Ackerley Broadcasting Fresno, LLC, AK Mobile Television,
Inc., Bel Meade Broadcasting, Inc., Capstar Radio Operating
Company, Capstar TX Limited Partnership, CCB Texas Licenses, L.P.,
Central NY News, Inc., Citicasters Co., Clear Channel Broadcasting
Licenses, Inc., Clear Channel Investments, Inc. and TV Acquisition
LLC. Incorporated by reference from Exhibit 2.1 to the Current
Report on Form 8-K filed by Clear Channel Communications, Inc.
with the Securities and Exchange Commission on April 26, 2007.3.1
    
    
    Third Amended and Restated Certificate of Incorporation of CC
Media Holdings, Inc. Incorporated by reference from Exhibit 3.1 to
the Registration Statement on Form S-4 (Registration
No. 333-151345) filed by CC Media Holdings, Inc. with the
Securities and Exchange Commission on June 2, 2008 and declared
effective by the Securities and Exchange Commission on June 17,
2008.3.2
    
    
    Amended and Restated Bylaws of CC Media Holdings, Inc.
Incorporated by reference from Exhibit 3.2 to the Registration
Statement on Form S-4 (Registration No. 333-151345) filed by CC
Media Holdings, Inc. with the Securities and Exchange Commission
on June 2, 2008 and declared effective by the Securities and
Exchange Commission on June 17, 2008.4.1
    
    
    Senior Indenture, dated as of October 1, 1997, by and between
Clear Channel Communications, Inc. and The Bank of New York as
Trustee. Incorporated by reference from Exhibit 4.2 the Quarterly
Report on Form 10-Q filed by Clear Channel Communications, Inc.
with the Securities and Exchange Commission on November 6, 1997.4.2
    
    
    Third Supplemental Indenture, dated as of June 16, 1998 to Senior
Indenture, dated as of October 1, 1997, by and between Clear
Channel Communications, Inc. and the Bank of New York, as Trustee.
Incorporated by reference from Exhibit 4.2 to the Current Report
on Form 8-K filed by Clear Channel Communications, Inc. with the
Securities and Exchange Commission on August 28, 1998.4.3
    
    
    Ninth Supplemental Indenture, dated as of September 12, 2000, to
Senior Indenture, dated as of October 1, 1997, by and between
Clear Channel Communications, Inc. and The Bank of New York, as
Trustee. Incorporated by reference from Exhibit 4.11 to the
Quarterly Report on Form 10-Q filed by Clear Channel
Communications, Inc. with the Securities and Exchange Commission
on November 14, 2000.
 - 56 -




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##### Table of Contents



ExhibitNumber
    
    Description4.4
    
    
    Eleventh Supplemental Indenture, dated as of January 9, 2003, to
Senior Indenture, dated as of October 1, 1997, by and between
Clear Channel Communications, Inc. and The Bank of New York as
Trustee. Incorporated by reference from Exhibit 4.17 the Annual
Report on Form 10-K filed by Clear Channel Communications, Inc.
with the Securities and Exchange Commission on March 11, 2003.4.5
    
    
    Fourteenth Supplemental Indenture, dated as of May 21, 2003, to
Senior Indenture, dated as of October 1, 1997, by and between
Clear Channel Communications, Inc. and The Bank of New York, as
Trustee. Incorporated by reference from Exhibit 99.3 to the
Current Report on Form 8-K filed by Clear Channel Communications,
Inc. with the Securities and Exchange Commission on May 22, 2003.4.6
    
    
    Sixteenth Supplemental Indenture, dated as of December 9, 2003, to
Senior Indenture, dated as of October 1, 1997, by and between
Clear Channel Communications, Inc. and The Bank of New York, as
Trustee. Incorporated by reference from Exhibit 99.3 to the
Current Report on Form 8-K filed by Clear Channel Communications,
Inc. with the Securities and Exchange Commission on December 10,
2003.4.7
    
    
    Seventeenth Supplemental Indenture, dated as of September 15,
2004, to Senior Indenture, dated as of October 1, 1997, by and
between Clear Channel Communications, Inc. and The Bank of New
York, as Trustee. Incorporated by reference from Exhibit 10.1 to
the Current Report on Form 8-K filed by Clear Channel
Communications, Inc. with the Securities and Exchange Commission
on September 21, 2004.4.8
    
    
    Eighteenth Supplemental Indenture, dated as of November 22, 2004,
to Senior Indenture, dated as of October 1, 1997, by and between
Clear Channel Communications, Inc. and The Bank of New York, as
Trustee. Incorporated by reference from Exhibit 10.1 to the
Current Report on Form 8-K filed by Clear Channel Communications,
Inc. with the Securities and Exchange Commission on November 23,
2004.4.9
    
    
    Nineteenth Supplemental Indenture, dated as of December 13, 2004,
to Senior Indenture, dated as of October 1, 1997, by and between
Clear Channel Communications, Inc. and The Bank of New York, as
Trustee. Incorporated by reference from Exhibit 10.1 to the
Current Report on Form 8-K filed by Clear Channel Communications,
Inc. with the Securities and Exchange Commission on December 17,
2004.4.10
    
    
    Twentieth Supplemental Indenture, dated as of March 21, 2006, to
Senior Indenture, dated as of October 1, 1997, by and between
Clear Channel Communications, Inc. and The Bank of New York, as
Trustee. Incorporated by reference from Exhibit 10.1 to the
Current Report on Form 8-K filed by Clear Channel Communications,
Inc. with the Securities and Exchange Commission on March 24,
2006.4.11
    
    
    Twenty-first Supplemental Indenture, dated as of August 15, 2006,
to Senior Indenture, dated as of October 1, 1997, by and between
Clear Channel Communications, Inc. and The Bank of New York, as
Trustee. Incorporated by reference from Exhibit 10.1 to the
Current Report on Form 8-K filed by Clear Channel Communications,
Inc. with the Securities and Exchange Commission on August 16,
2006.4.12
    
    
    Twenty-Second Supplemental Indenture, dated as of January 2, 2008,
to Senior Indenture, dated as of October 1, 1997, by and between
Clear Channel Communications, Inc. and The Bank of New York, as
Trustee. Incorporated by reference from Exhibit 4.1 to the Current
Report on Form 8-K filed by Clear Channel Communications, Inc.
with the Securities and Exchange Commission on January 4, 2008.4.13
    
    
    Indenture, dated as of July 30, 2008, by and among BT Triple Crown
Merger Co., Inc., Law Debenture Trust Company of New York,
Deutsche Bank Trust Company Americas and Clear Channel
Communications, Inc. (as the successor-in-interest to BT Triple
Crown Merger Co., Inc. following the effectiveness of the merger).
Incorporated by reference from Exhibit 10.16 to the Current Report
on Form 8-K filed by CC Media Holdings, Inc. with the Securities
and Exchange Commission on July 30, 2008.4.14
    
    
    Supplemental Indenture, dated as of July 30, 2008, by and among
Clear Channel Capital I, LLC, certain subsidiaries of Clear
Channel Communications, Inc. party thereto and Law Debenture Trust
Company of New York. Incorporated by reference from Exhibit 10.17
to the Current Report on Form 8-K filed by CC Media Holdings, Inc.
with the Securities and Exchange Commission on July 30, 2008.
 - 57 -




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##### Table of Contents



ExhibitNumber
    
    Description4.15
    
    
    Supplemental Indenture, dated as of December 9, 2008, by and
between CC Finco Holdings, LLC and Law Debenture Trust Company of
New York. Incorporated by reference from Exhibit 10.24 to the Form
10-K filed by CC Media Holdings, Inc. with the Securities and
Exchange Commission on March 2, 2009.4.16
    
    
    Registration Rights Agreement, dated as of July 30, 2008, by and
among Clear Channel Communications, Inc., certain subsidiaries of
Clear Channel Communications, Inc. party thereto, Deutsche Bank
Securities Inc., Morgan Stanley & Co. Incorporated, Citigroup
Global Markets Inc., Credit Suisse Securities (USA) LLC, Greenwich
Capital Markets, Inc. and Wachovia Capital Markets, LLC.
Incorporated by reference from Exhibit 10.18 to the Current Report
on Form 8-K filed by CC Media Holdings, Inc. with the Securities
and Exchange Commission on July 30, 2008.10.1
    
    
    First Amended and Restated Management Agreement, dated as of July
28, 2008, by and among CC Media Holdings, Inc., Clear Channel
Communications, Inc. (as the successor-in-interest to BT Triple
Crown Merger Co., Inc. following the effectiveness of the merger),
B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, THL Managers
VI, LLC and Bain Capital Partners, LLC. Incorporated by reference
from Exhibit 10.1 to the Current Report on Form 8-K filed by CC
Media Holdings, Inc. with the Securities and Exchange Commission
on July 30, 2008.10.2
    
    
    Stockholders Agreement, dated as of July 29, 2008, by and among CC
Media Holdings, Inc., Clear Channel Capital IV, LLC, Clear Channel
Capital V, L.P., L. Lowry Mays, Randall T. Mays, Mark P. Mays, LLM
Partners, Ltd., MPM Partners, Ltd. and RTM Partners, Ltd.
Incorporated by reference to Exhibit 4 to the Form 8-A
Registration Statement filed by CC Media Holdings, Inc. with the
Securities and Exchange Commission on July 30, 2008.10.3
    
    
    Side Letter Agreement, dated as of July 29, 2008, among CC Media
Holdings, Inc., Clear Channel Capital IV, LLC, Clear Channel
Capital V, L.P., L. Lowry Mays, Mark P. Mays, Randall T. Mays, LLM
Partners, Ltd., MPM Partners Ltd. and RTM Partners, Ltd.
Incorporated by reference to Exhibit 5 to the Form 8-A
Registration Statement filed by CC Media Holdings, Inc. with the
Securities and Exchange Commission on July 30, 2008.10.4
    
    
    Affiliate Transactions Agreement, dated as of July 30, 2008, by
and among CC Media Holdings, Inc., Bain Capital Fund IX, L.P.,
Thomas H. Lee Equity Fund VI, L.P. and BT Triple Crown Merger Co.,
Inc. Incorporated by reference from Exhibit 6 to the Form 8-A
Registration Statement filed by CC Media Holdings, Inc. with the
Securities and Exchange Commission on July 30, 2008.10.5
    
    
    Amended and Restated Employment Agreement, dated July 28, 2008, by
and between CC Media Holdings, Inc., Clear Channel Communications,
Inc. (as the successor-in-interest to BT Triple Crown Merger Co.,
Inc. following the effectiveness of the merger) and Randall T.
Mays. Incorporated by reference from Exhibit 10.5 to the Current
Report on Form 8-K filed by CC Media Holdings, Inc. with the
Securities and Exchange Commission on July 30, 2008.10.6
    
    
    Amendment to Amended and Restated Employment Agreement, dated
January 20, 2009, by and between CC Media Holdings, Inc., Clear
Channel Communications, Inc. (as the successor-in-interest to BT
Triple Crown Merger Co., Inc. following the effectiveness of the
merger) and Randall T. Mays. Incorporated by reference from
Exhibit 10.2 to the Current Report on Form 8-K filed by CC Media
Holdings, Inc. with the Securities and Exchange Commission on
January 21, 2009.10.7
    
    
    Amended and Restated Employment Agreement, dated July 28, 2008, by
and between CC Media Holdings, Inc., Clear Channel Communications,
Inc. (as the successor-in-interest to BT Triple Crown Merger Co.,
Inc. following the effectiveness of the merger) and Mark P. Mays.
Incorporated by reference from Exhibit 10.6 to the Current Report
on Form 8-K filed by CC Media Holdings, Inc. with the Securities
and Exchange Commission on July 30, 2008.10.8
    
    
    Amendment to Amended and Restated Employment Agreement, dated
January 20, 2009, by and between CC Media Holdings, Inc., Clear
Channel Communications, Inc. (as the successor-in-interest to BT
Triple Crown Merger Co., Inc. following the effectiveness of the
merger) and Mark P. Mays. Incorporated by reference from Exhibit
10.1 to the Current Report on Form 8-K filed by CC Media Holdings,
Inc. with the
 - 58 -




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##### Table of Contents



ExhibitNumber
    
    DescriptionSecurities and Exchange Commission on January 21,
2009.10.9
    
    
    Amended and Restated Employment Agreement, dated July 28, 2008, by
and between CC Media Holdings, Inc., Clear Channel Communications,
Inc. (as the successor-in-interest to BT Triple Crown Merger Co.,
Inc. following the effectiveness of the merger) and L. Lowry Mays.
Incorporated by reference from Exhibit 10.7 to the Current Report
on Form 8-K filed by CC Media Holdings, Inc. with the Securities
and Exchange Commission on July 30, 2008.10.10
    
    
    Employment Agreement, dated June 29, 2008, by and between Clear
Channel Broadcasting, Inc. and John E. Hogan. Incorporated by
reference from Exhibit 10.8 to the Current Report on Form 8-K
filed by CC Media Holdings, Inc. with the Securities and Exchange
Commission on July 30, 2008.10.11
    
    
    Credit Agreement, dated as of May 13, 2008, by and among Clear
Channel Communications, Inc. (as the successor-in-interest to BT
Triple Crown Merger Co., Inc. following the effectiveness of the
merger), the subsidiary borrowers of Clear Channel Communications,
Inc. party thereto (following the effectiveness of the merger),
Clear Channel Capital I, LLC (following the effectiveness of the
merger), the lenders party thereto, Citibank, N.A., as
Administrative Agent, and the other agents party thereto.
Incorporated by reference from Exhibit 10.2 to the Registration
Statement on Form S-4 (Registration No. 333-151345) filed by CC
Media Holdings, Inc. with the Securities and Exchange Commission
on June 2, 2008 and declared effective by the Securities and
Exchange Commission on June 17, 2008.10.12
    
    
    Amendment No. 1, dated as of July 9, 2008, to the Credit
Agreement, dated as of May 13, 2008, by and among Clear Channel
Communications, Inc. (as the successor-in-interest to BT Triple
Crown Merger Co., Inc. following the effectiveness of the merger),
the subsidiary borrowers of Clear Channel Communications, Inc.
party thereto (following the effectiveness of the merger), Clear
Channel Capital I, LLC (following the effectiveness of the
merger), the lenders party thereto, Citibank, N.A., as
Administrative Agent, and the other agents party thereto.
Incorporated by reference from Exhibit 10.10 to the Current Report
on Form 8-K filed by CC Media Holdings, Inc. with the Securities
and Exchange Commission on July 30, 2008.10.13
    
    
    Amendment No. 2, dated as of July 28, 2008, to the Credit
Agreement, dated as of May 13, 2008, by and among Clear Channel
Communications, Inc. (as the successor-in-interest to BT Triple
Crown Merger Co., Inc. following the effectiveness of the merger),
the subsidiary borrowers of Clear Channel Communications, Inc.
party thereto (following the effectiveness of the merger), Clear
Channel Capital I, LLC (following the effectiveness of the
merger), the lenders party thereto, Citibank, N.A., as
Administrative Agent, and the other agents party thereto.
Incorporated by reference from Exhibit 10.11 to the Current Report
on Form 8-K filed by CC Media Holdings, Inc. with the Securities
and Exchange Commission on July 30, 2008.10.14
    
    
    Credit Agreement, dated as of May 13, 2008, by and among Clear
Channel Communications, Inc. (as the successor-in-interest to BT
Triple Crown Merger Co., Inc. following the effectiveness of the
merger), the subsidiary borrowers of Clear Channel Communications,
Inc. party thereto (following the effectiveness of the merger),
Clear Channel Capital I, LLC (following the effectiveness of the
merger), the lenders party thereto, Citibank, N.A., as
Administrative Agent, and the other agents party thereto.
Incorporated by reference from Exhibit 10.3 to the Registration
Statement on Form S-4 (Registration No. 333-151345) filed by CC
Media Holdings, Inc. with the Securities and Exchange Commission
on June 2, 2008 and declared effective by the Securities and
Exchange Commission on June 17, 2008.10.15
    
    
    Amendment No. 1, dated as of July 9, 2008, to the Credit
Agreement, dated as of May 13, 2008, by and among Clear Channel
Communications, Inc. (as the successor-in-interest to BT Triple
Crown Merger Co., Inc. following the effectiveness of the merger),
the subsidiary borrowers of Clear Channel Communications, Inc.
party thereto (following the effectiveness of the merger), Clear
Channel Capital I, LLC (following the effectiveness of the
merger), the lenders party thereto, Citibank, N.A., as
Administrative Agent, and the other agents party thereto.
Incorporated by reference from Exhibit 10.13 to the Current Report
on Form 8-K filed by CC Media Holdings, Inc. with the Securities
and Exchange Commission on July 30, 2008.
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##### Table of Contents



ExhibitNumber
    
    Description10.16
    
    
    Amendment No. 2, dated as of July 28, 2008, to the Credit
Agreement, dated as of May 13, 2008, by and among Clear Channel
Communications, Inc. (as the successor-in-interest to BT Triple
Crown Merger Co., Inc. following the effectiveness of the merger),
the subsidiary borrowers of Clear Channel Communications, Inc.
party thereto (following the effectiveness of the merger), Clear
Channel Capital I, LLC (following the effectiveness of the
merger), the lenders party thereto, Citibank, N.A., as
Administrative Agent, and the other agents party thereto.
Incorporated by reference from Exhibit 10.14 to the Current Report
on Form 8-K filed by CC Media Holdings, Inc. with the Securities
and Exchange Commission on July 30, 2008.10.17
    
    
    Purchase Agreement, dated May 13, 2008, by and among BT Triple
Crown Merger Co., Inc., Deutsche Bank Securities Inc., Morgan
Stanley & Co. Incorporated, Citigroup Global Markets Inc., Credit
Suisse Securities (USA) LLC, Greenwich Capital Markets, Inc. and
Wachovia Capital Markets, LLC Incorporated by reference from
Exhibit 10.4 to the Registration Statement on Form S-4
(Registration No. 333-151345) filed by CC Media Holdings, Inc.
with the Securities and Exchange Commission on June 2, 2008 and
declared effective by the Securities and Exchange Commission on
June 17, 2008.10.18
    
    
    Form of Indemnification Agreement. Incorporated by reference from
Exhibit 10.26 to the Current Report on Form 8-K filed by CC Media
Holdings, Inc. with the Securities and Exchange Commission on July
30, 2008.10.19
    
    
    Amended and Restated Voting Agreement dated as of May 13, 2008 by
and among BT Triple Crown Merger Co., Inc., B Triple Crown Finco,
LLC, T Triple Crown Finco, LLC, CC Media Holdings, Inc.,
Highfields Capital I LP, Highfields Capital II LP, Highfields
Capital III LP and Highfields Capital Management LP. Incorporated
by reference from Annex E to the Registration Statement on Form
S-4 (Registration No. 333-151345) filed by CC Media Holdings, Inc.
with the Securities and Exchange Commission on June 2, 2008 and
declared effective by the Securities and Exchange Commission on
June 17, 2008.10.20
    
    
    Voting Agreement dated as of May 13, 2008 by and among BT Triple
Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown
Finco, LLC, CC Media Holdings, Inc., Abrams Capital Partners I,
LP, Abrams Capital Partners II, LP, Whitecrest Partners, LP,
Abrams Capital International, Ltd. and Riva Capital Partners, LP.
Incorporated by reference from Annex F to the Registration
Statement on Form S-4 (Registration No. 333-151345) filed by CC
Media Holdings, Inc. with the Securities and Exchange Commission
on June 2, 2008 and declared effective by the Securities and
Exchange Commission on June 17, 2008.10.21
    
    
    Clear Channel 2008 Incentive Plan. Incorporated by reference from
Exhibit 10.19 to the Current Report on Form 8-K filed by CC Media
Holdings, Inc. with the Securities and Exchange Commission on July
30, 2008.10.22
    
    
    Form of Senior Executive Option Agreement. Incorporated by
reference from Exhibit 10.20 to the Current Report on Form 8-K
filed by CC Media Holdings, Inc. with the Securities and Exchange
Commission on July 30, 2008.10.23
    
    
    Form of Senior Executive Restricted Stock Award Agreement.
Incorporated by reference from Exhibit 10.21 to the Current Report
on Form 8-K filed by CC Media Holdings, Inc. with the Securities
and Exchange Commission on July 30, 2008.10.24
    
    
    Form of Senior Management Option Agreement. Incorporated by
reference from Exhibit 10.22 to the Current Report on Form 8-K
filed by CC Media Holdings, Inc. with the Securities and Exchange
Commission on July 30, 2008.10.25
    
    
    Form of Executive Option Agreement. Incorporated by reference from
Exhibit 10.23 to the Current Report on Form 8-K filed by CC Media
Holdings, Inc. with the Securities and Exchange Commission on July
30, 2008.
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##### Table of Contents



ExhibitNumber
    
    Description10.26
    
    
    Clear Channel 2008 Investment Program. Incorporated by reference
from Exhibit 10.24 to the Current Report on Form 8-K filed by CC
Media Holdings, Inc. with the Securities and Exchange Commission
on July 30, 2008.10.27
    
    
    Clear Channel 2008 Annual Incentive Plan. Incorporated by
reference from Exhibit 10.25 to the Current Report on Form 8-K
filed by CC Media Holdings, Inc. with the Securities and Exchange
Commission on July 30, 2008.11*
    
    
    Statement re: Computation of Per Share Earnings.12*
    
    
    Statement re: Computation of Ratios.31.1*
    
    
    Certification of Chief Executive Officer Pursuant to Rules
13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934,
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.31.2*
    
    
    Certification of Chief Financial Officer Pursuant to Rules
13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934,
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.32.1**
    
    
    Certification of Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2**
    
    
    Certification of Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith.**
    
    Furnished herewith. - 61 -




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##### Table of Contents



Signatures
  CC MEDIA HOLDINGS, INC.August 10, 2009
    /s/ Randall T. MaysRandall T. MaysPresident and
Chief Financial OfficerAugust 10, 2009
    /s/ Herbert W. Hill, Jr.Herbert W. Hill, Jr.Senior Vice President,
Chief Accounting Officer and Assistant Secretary - 62 -