##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 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
(State or other jurisdiction of 
incorporation or organization)
    
    26-0241222
(I.R.S. Employer Identification No.)200 East Basse Road 
San Antonio, Texas
(Address of principal executive offices)
    
    78209
(Zip Code)
 (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 November 9, 2009Class A common stock, $.001 par value
    
    
    23,431,004Class 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 September 30, 2009 and December 31, 2008
    
    
    3Consolidated Statements of Operations for the three and nine months ended September 30, 2009,
the post-merger period from July 31 through September 30, 2008, the pre-merger period
from July 1 through July 30, 2008, and the pre-merger period from January 1 through July 30, 2008
    
    
    5Condensed Consolidated Statements of Cash Flows for the nine months ended September 30,
2009, the post-merger period from July 31 through September 30, 2008 and the pre-merger period
from January 1 through July 30, 2008
    
    
    7Notes to Consolidated Financial Statements
    
    
    9Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    31Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    58Item 4T. Controls and Procedures
    
    
    58Part II  Other InformationItem 1. Legal Proceedings
    
    
    59Item 1A. Risk Factors
    
    
    59Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    59Item 3. Defaults Upon Senior Securities
    
    
    59Item 4. Submission of Matters to a Vote of Security Holders
    
    
    59Item 5. Other Information
    
    
    59Item 6. Exhibits
    
    
    60Signatures
    
    
    66EX-10.12EX-11EX-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)
 September 30,
    
    
    December 31,2009
    
    
    2008(Unaudited)
    
    
    (As adjusted)*CURRENT ASSETSCash and cash equivalents
    
    $
    1,374,770
    
    
    $
    239,846Accounts receivable, net of allowance of $81,107 in 2009
and $97,364 in 2008
    
    
    1,312,295
    
    
    
    1,431,304Prepaid expenses
    
    
    96,253
    
    
    
    133,217Other current assets
    
    
    282,104
    
    
    
    262,188Total Current Assets
    
    
    3,065,422
    
    
    
    2,066,555PROPERTY, PLANT AND EQUIPMENTLand, buildings and improvements
    
    
    632,352
    
    
    
    614,811Structures
    
    
    2,498,666
    
    
    
    2,355,776Towers, transmitters and studio equipment
    
    
    375,272
    
    
    
    353,108Furniture and other equipment
    
    
    236,221
    
    
    
    242,287Construction in progress
    
    
    98,948
    
    
    
    128,7393,841,459
    
    
    
    3,694,721Less accumulated depreciation
    
    
    429,389
    
    
    
    146,5623,412,070
    
    
    
    3,548,159INTANGIBLE ASSETSDefinite-lived intangibles, net
    
    
    2,704,087
    
    
    
    2,881,720Indefinite-lived intangibles  licenses
    
    
    2,429,764
    
    
    
    3,019,803Indefinite-lived intangibles  permits
    
    
    1,137,201
    
    
    
    1,529,068Goodwill
    
    
    4,176,813
    
    
    
    7,090,621OTHER ASSETSNotes receivable
    
    
    11,686
    
    
    
    11,633Investments in, and advances to, nonconsolidated affiliates
    
    
    346,275
    
    
    
    384,137Other assets
    
    
    371,918
    
    
    
    560,260Other investments
    
    
    40,840
    
    
    
    33,507Total Assets
    
    $
    17,696,076
    
    
    $
    21,125,463
 
 *
    
    As adjusted for the adoption of ASC 810-10-45, which requires minority interests to be
recharacterized as noncontrolling interests and classified as a component of equity in the
consolidated balance sheets.  - 3 -




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##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS DEFICIT
(In thousands)
 September 30,
    
    
    December 31,2009
    
    
    2008(Unaudited)
    
    
    (As adjusted)*CURRENT LIABILITIESAccounts payable
    
    $
    105,986
    
    
    $
    155,240Accrued expenses
    
    
    733,737
    
    
    
    793,366Accrued interest
    
    
    79,529
    
    
    
    181,264Accrued income taxes
    
    
    10,037
    
    
    
    Current portion of long-term debt
    
    
    443,615
    
    
    
    562,923Deferred income
    
    
    184,559
    
    
    
    153,153Total Current Liabilities
    
    
    1,557,463
    
    
    
    1,845,946Long-term debt
    
    
    19,820,158
    
    
    
    18,940,697Deferred tax liability
    
    
    2,520,389
    
    
    
    2,679,312Other long-term liabilities
    
    
    818,626
    
    
    
    575,739Commitments and contingent liabilities (Note 5)SHAREHOLDERS DEFICITNoncontrolling interest
    
    
    447,356
    
    
    
    426,220Common Stock
    
    
    82
    
    
    
    82Additional paid-in capital
    
    
    2,110,189
    
    
    
    2,100,995Retained deficit
    
    
    (9,223,474
    )
    
    
    (5,041,998
    )Accumulated other comprehensive loss
    
    
    (354,528
    )
    
    
    (401,529
    )Cost of shares held in treasury
    
    
    (185
    )
    
    
    (1
    )Total Shareholders Deficit
    
    
    (7,020,560
    )
    
    
    (2,916,231
    )Total Liabilities and Shareholders Deficit
    
    $
    17,696,076
    
    
    $
    21,125,463
 
 *
    
    As adjusted for the adoption of ASC 810-10-45, which requires minority interests to be
recharacterized as noncontrolling interests and classified as a component of equity in the
consolidated balance sheets.  - 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
    
    
    Period from JulyEnded
    
    
    31 through
    
    
    Period from JulySeptember 30,
    
    
    September 30,
    
    
    1 through July 30,2009
    
    
    2008
    
    
    2008Post-Merger
    
    
    Pre-MergerPost-Merger
    
    
    (As adjusted)*
    
    
    (As adjusted)*Revenue
    
    $
    1,393,973
    
    
    $
    1,128,136
    
    
    $
    556,457Operating expenses:Direct operating expenses (excludes depreciation and
amortization)
    
    
    632,778
    
    
    
    473,738
    
    
    
    256,667Selling, general and administrative expenses (excludes
depreciation and amortization)
    
    
    337,055
    
    
    
    291,469
    
    
    
    150,344Depreciation and amortization
    
    
    190,189
    
    
    
    108,140
    
    
    
    54,323Corporate expenses (excludes depreciation and amortization)
    
    
    79,723
    
    
    
    33,395
    
    
    
    31,392Merger expenses
    
    
    
    
    
    
    
    
    
    
    79,839Other operating income (expense)  net
    
    
    1,403
    
    
    
    842
    
    
    
    (4,624
    )Operating income (loss)
    
    
    155,631
    
    
    
    222,236
    
    
    
    (20,732
    )Interest expense
    
    
    369,314
    
    
    
    281,479
    
    
    
    31,032Loss on marketable securities
    
    
    (13,378
    )
    
    
    
    
    
    
    Equity in earnings of nonconsolidated affiliates
    
    
    1,226
    
    
    
    2,097
    
    
    
    2,180Other income (expense)  net
    
    
    222,282
    
    
    
    (10,914
    )
    
    
    (10,813
    )Income (loss) before income taxes and discontinued operations
    
    
    (3,553
    )
    
    
    (68,060
    )
    
    
    (60,397
    )Income tax benefit (expense):Current
    
    
    (12,735
    )
    
    
    38,217
    
    
    
    97,600Deferred
    
    
    (76,383
    )
    
    
    (5,008
    )
    
    
    (78,465
    )Income tax benefit (expense)
    
    
    (89,118
    )
    
    
    33,209
    
    
    
    19,135Income (loss) before discontinued operations
    
    
    (92,671
    )
    
    
    (34,851
    )
    
    
    (41,262
    )Income (loss) from discontinued operations, net
    
    
    
    
    
    
    (1,013
    )
    
    
    (3,058
    )Consolidated net income (loss)
    
    
    (92,671
    )
    
    
    (35,864
    )
    
    
    (44,320
    )Amount attributable to noncontrolling interest
    
    
    (2,816
    )
    
    
    8,868
    
    
    
    1,135Net income (loss) attributable to the Company
    
    $
    (89,855
    )
    
    $
    (44,732
    )
    
    $
    (45,455
    )Other comprehensive income (loss), net of tax:Foreign currency translation adjustments
    
    
    70,166
    
    
    
    (178,594
    )
    
    
    13,112Unrealized gain (loss) on securities and derivatives:Unrealized holding loss on marketable securities
    
    
    (9,705
    )
    
    
    (19,634
    )
    
    
    (29,742
    )Unrealized holding loss on cash flow derivatives
    
    
    (17,243
    )
    
    
    
    
    
    
    Reclassification adjustment
    
    
    11,837
    
    
    
    
    
    
    
    (4,931
    )Comprehensive income (loss)
    
    
    (34,800
    )
    
    
    (242,960
    )
    
    
    (67,016
    )Amount attributable to noncontrolling interest
    
    
    9,192
    
    
    
    (22,551
    )
    
    
    (2,371
    )Comprehensive income (loss) attributable to the Company
    
    $
    (43,992
    )
    
    $
    (220,409
    )
    
    
    (64,645
    )Net income (loss) per common share:Income (loss) attributable to the Company before
discontinued operations  Basic
    
    $
    (1.12
    )
    
    $
    (.54
    )
    
    $
    (.09
    )Discontinued operations  Basic
    
    
    
    
    
    
    (.01
    )
    
    
    Net income (loss) attributable to the Company  Basic
    
    
    (1.12
    )
    
    $
    (.55
    )
    
    $
    (.09
    )Weighted average common shares  Basic
    
    
    81,427
    
    
    
    81,242
    
    
    
    495,465Income (loss) attributable to the Company before
discontinued operations  Diluted
    
    $
    (1.12
    )
    
    $
    (.54
    )
    
    $
    (.09
    )Discontinued operations  Diluted
    
    
    
    
    
    
    (.01
    )
    
    
    Net income (loss) attributable to the Company  Diluted
    
    $
    (1.12
    )
    
    $
    (.55
    )
    
    $
    (.09
    )Weighted average common shares  Diluted
    
    
    81,427
    
    
    
    81,242
    
    
    
    495,465Dividends declared per share
    
    $
    
    
    
    $
    
    
    
    $
    
 
 *
    
    As adjusted for the adoption of ASC 810-10-45, which provides that net income or loss of an
entity includes amounts attributable to the noncontrolling interest.  - 5 -




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##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)
 (In thousands, except per share data)
 Nine Months
    
    
    Period from July
    
    
    Period fromEnded
    
    
    31 through
    
    
    January 1September 30,
    
    
    September 30,
    
    
    through July 30,2009
    
    
    2008
    
    
    2008Post-Merger
    
    
    Pre-MergerPost-Merger
    
    
    (As adjusted)*
    
    
    (As adjusted)*Revenue
    
    $
    4,039,825
    
    
    $
    1,128,136
    
    
    $
    3,951,742Operating expenses:Direct operating expenses (excludes depreciation and
amortization)
    
    
    1,888,203
    
    
    
    473,738
    
    
    
    1,706,099Selling, general and administrative expenses (excludes
depreciation and amortization)
    
    
    1,075,149
    
    
    
    291,469
    
    
    
    1,022,459Depreciation and amortization
    
    
    573,994
    
    
    
    108,140
    
    
    
    348,789Corporate expenses (excludes depreciation and amortization)
    
    
    177,445
    
    
    
    33,395
    
    
    
    125,669Merger expenses
    
    
    
    
    
    
    
    
    
    
    87,684Impairment charges
    
    
    4,041,252
    
    
    
    
    
    
    
    Other operating income (expense)  net
    
    
    (33,007
    )
    
    
    842
    
    
    
    14,827Operating income (loss)
    
    
    (3,749,225
    )
    
    
    222,236
    
    
    
    675,869Interest expense
    
    
    1,140,992
    
    
    
    281,479
    
    
    
    213,210Gain (loss) on marketable securities
    
    
    (13,378
    )
    
    
    
    
    
    
    34,262Equity in earnings (loss) of nonconsolidated affiliates
    
    
    (20,681
    )
    
    
    2,097
    
    
    
    94,215Other income (expense)  net
    
    
    649,731
    
    
    
    (10,914
    )
    
    
    (5,112
    )Income (loss) before income taxes and discontinued operations
    
    
    (4,274,545
    )
    
    
    (68,060
    )
    
    
    586,024Income tax benefit (expense):Current
    
    
    (42,766
    )
    
    
    38,217
    
    
    
    (27,280
    )Deferred
    
    
    118,608
    
    
    
    (5,008
    )
    
    
    (145,303
    )Income tax benefit (expense)
    
    
    75,842
    
    
    
    33,209
    
    
    
    (172,583
    )Income (loss) before discontinued operations
    
    
    (4,198,703
    )
    
    
    (34,851
    )
    
    
    413,441Income (loss) from discontinued operations, net
    
    
    
    
    
    
    (1,013
    )
    
    
    640,236Consolidated net income (loss)
    
    
    (4,198,703
    )
    
    
    (35,864
    )
    
    
    1,053,677Amount attributable to noncontrolling interest
    
    
    (17,227
    )
    
    
    8,868
    
    
    
    17,152Net income (loss) attributable to the Company
    
    $
    (4,181,476
    )
    
    $
    (44,732
    )
    
    $
    1,036,525Other comprehensive income (loss), net of tax:Foreign currency translation adjustments
    
    
    155,881
    
    
    
    (178,594
    )
    
    
    72,676Unrealized gain (loss) on securities and derivatives:Unrealized holding loss on marketable securities
    
    
    (11,315
    )
    
    
    (19,634
    )
    
    
    (77,320
    )Unrealized holding loss on cash flow derivatives
    
    
    (92,993
    )
    
    
    
    
    
    
    Reclassification adjustment
    
    
    14,957
    
    
    
    
    
    
    
    (30,928
    )Comprehensive income (loss)
    
    
    (4,114,946
    )
    
    
    (242,960
    )
    
    
    1,000,953Amount attributable to noncontrolling interest
    
    
    19,529
    
    
    
    (22,551
    )
    
    
    19,210Comprehensive income (loss) attributable to the Company
    
    $
    (4,134,475
    )
    
    $
    (220,409
    )
    
    
    981,743Net income (loss) per common share:Income (loss) attributable to the Company before
discontinued operations  Basic
    
    $
    (51.48
    )
    
    $
    (.54
    )
    
    $
    .80Discontinued operations  Basic
    
    
    
    
    
    
    (.01
    )
    
    
    1.29Net income (loss) attributable to the Company  Basic
    
    
    (51.48
    )
    
    $
    (.55
    )
    
    $
    2.09Weighted average common shares  Basic
    
    
    81,252
    
    
    
    81,242
    
    
    
    495,044Income (loss) attributable to the Company before
discontinued operations  Diluted
    
    $
    (51.48
    )
    
    $
    (.54
    )
    
    $
    .80Discontinued operations  Diluted
    
    
    
    
    
    
    (.01
    )
    
    
    1.29Net income (loss) attributable to the Company  Diluted
    
    $
    (51.48
    )
    
    $
    (.55
    )
    
    $
    2.09Weighted average common shares  Diluted
    
    
    81,252
    
    
    
    81,242
    
    
    
    496,519Dividends declared per share
    
    $
    
    
    
    $
    
    
    
    $
    
 
 *
    
    As adjusted for the adoption of ASC 810-10-45, which provides that net income or loss of an
entity includes amounts attributable to the noncontrolling interest.  - 6 -




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##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 (In thousands)
 Nine MonthsEnded
    
    
    Period from July 31
    
    
    Period from JanuarySeptember 30,
    
    
    through September 30,
    
    
    1 through July 30,2009
    
    
    2008
    
    
    2008Post-Merger
    
    
    Pre-MergerPost-Merger
    
    
    (As adjusted)*
    
    
    (As adjusted)*Cash flows from operating activities:Consolidated net income (loss)
    
    $
    (4,198,703
    )
    
    $
    (35,864
    )
    
    $
    1,053,677(Income) loss from discontinued operations, net
    
    
    
    
    
    
    1,013
    
    
    
    (640,236
    )(4,198,703
    )
    
    
    (34,851
    )
    
    
    413,441Reconciling items:Impairment charges
    
    
    4,041,252
    
    
    
    
    
    
    
    Depreciation and amortization
    
    
    573,994
    
    
    
    108,140
    
    
    
    348,789Deferred taxes
    
    
    (118,608
    )
    
    
    5,008
    
    
    
    145,303(Gain) loss on sale of operating and fixed assets
    
    
    33,007
    
    
    
    (842
    )
    
    
    (14,827
    )(Gain) loss on available-for-sale and trading securities
    
    
    13,378
    
    
    
    
    
    
    
    (36,758
    )Loss on forward exchange contract
    
    
    
    
    
    
    
    
    
    
    2,496(Gain) loss on extinguishment of debt
    
    
    (669,333
    )
    
    
    16,229
    
    
    
    13,484Provision for doubtful accounts
    
    
    20,774
    
    
    
    8,902
    
    
    
    23,216Share-based compensation
    
    
    28,522
    
    
    
    6,539
    
    
    
    62,723Equity in loss (earnings) of nonconsolidated affiliates
    
    
    20,681
    
    
    
    (2,097
    )
    
    
    (94,215
    )Amortization of deferred financing charges, bond
premiums and accretion of note discounts, net
    
    
    176,901
    
    
    
    41,144
    
    
    
    3,530Other reconciling items  net
    
    
    31,654
    
    
    
    316
    
    
    
    9,133Changes in other operating assets and liabilities, net
of effects of acquisitions and dispositions
    
    
    56,583
    
    
    
    (103,197
    )
    
    
    158,943Net cash provided by operating activities
    
    
    10,102
    
    
    
    45,291
    
    
    
    1,035,258Cash flows from investing activities:Change in notes receivable  net
    
    
    474
    
    
    
    140
    
    
    
    336Change in investments in and advances to
nonconsolidated affiliates  net
    
    
    (4,354
    )
    
    
    6,349
    
    
    
    25,098Cross currency settlement of interest
    
    
    
    
    
    
    
    
    
    
    (198,615
    )Sales (purchases) of investments  net
    
    
    41,436
    
    
    
    (26
    )
    
    
    173,369Purchases of property, plant and equipment
    
    
    (150,799
    )
    
    
    (48,937
    )
    
    
    (240,202
    )Proceeds from disposal of assets
    
    
    40,856
    
    
    
    1,767
    
    
    
    72,806Acquisition of operating assets, net of cash acquired
    
    
    (7,294
    )
    
    
    (20,247
    )
    
    
    (153,836
    )Change in other  net
    
    
    12,662
    
    
    
    (16,989
    )
    
    
    (95,207
    )Cash used to purchase equity
    
    
    
    
    
    
    (17,430,258
    )
    
    
    Net cash used in investing activities
    
    
    (67,019
    )
    
    
    (17,508,201
    )
    
    
    (416,251
    )
 - 7 -




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##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 (In thousands)
 (continued)
 Nine MonthsEnded
    
    
    Period from July 31
    
    
    Period from JanuarySeptember 30,
    
    
    through September 30,
    
    
    1 through July 30,2009
    
    
    2008
    
    
    2008Post-Merger
    
    
    Pre-MergerPost-Merger
    
    
    (As adjusted)*
    
    
    (As adjusted)*Cash flows from financing activities:Draws on credit facilities
    
    
    1,661,508
    
    
    
    488,000
    
    
    
    692,614Payments on credit facilities
    
    
    (174,661
    )
    
    
    (82,221
    )
    
    
    (872,901
    )Proceeds from long-term debt
    
    
    500,000
    
    
    
    456
    
    
    
    5,476Payments on long-term debt
    
    
    (468,696
    )
    
    
    (366,713
    )
    
    
    (1,282,348
    )Repurchases of long-term debt
    
    
    (300,937
    )
    
    
    
    
    
    
    Debt proceeds used to finance the merger
    
    
    
    
    
    
    15,377,919
    
    
    
    Payments on forward exchange contract
    
    
    
    
    
    
    
    
    
    
    (110,410
    )Payments for purchase of common shares
    
    
    (220
    )
    
    
    (1
    )
    
    
    (3,781
    )Payments for purchase of noncontrolling interest
    
    
    (25,153
    )
    
    
    
    
    
    
    Equity contribution used to finance the merger
    
    
    
    
    
    
    2,142,831
    
    
    
    Proceeds from exercise of stock options and other
    
    
    
    
    
    
    
    
    
    
    17,776Dividends paid
    
    
    
    
    
    
    
    
    
    
    (93,367
    )Net cash provided by (used in) financing activities
    
    
    1,191,841
    
    
    
    17,560,271
    
    
    
    (1,646,941
    )Cash flows from discontinued operations:Net cash used in operating activities
    
    
    
    
    
    
    (1,967
    )
    
    
    (67,751
    )Net cash provided by investing activities
    
    
    
    
    
    
    
    
    
    
    1,098,892Net cash provided by financing activities
    
    
    
    
    
    
    
    
    
    
    Net cash provided by (used in) discontinued operations
    
    
    
    
    
    
    (1,967
    )
    
    
    1,031,141Net increase in cash and cash equivalents
    
    
    1,134,924
    
    
    
    95,394
    
    
    
    3,207Cash and cash equivalents at beginning of period
    
    
    239,846
    
    
    
    148,355
    
    
    
    145,148Cash and cash equivalents at end of period
    
    $
    1,374,770
    
    
    $
    243,749
    
    
    
    148,355
 
 *
    
    As adjusted for the adoption of ASC 810-10-45, which provides that net income or loss of an
entity includes amounts attributable to the noncontrolling interest.  - 8 -




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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 nine month periods ended September 30, 2009 and the period from July 31
through September 30, 2008 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 periods from January 1 through July 30, 2008 and July 1 through July 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.
  - 9 -




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##### Table of Contents



Period from January
    
    Period from July 11 through July 30,
    
    through July 30,2008
    
    2008(In thousands, except per share data)
    
    Pre-Merger
    
    Pre-MergerRevenue
    
    $
    3,951,742
    
    
    $
    556,457Income (loss) before discontinued operations
    
    $
    (64,952
    )
    
    $
    (46,166
    )Net income (loss) attributable to the
Company
    
    $
    575,284
    
    
    $
    (49,224
    )Net income (loss) per common share  basic
    
    $
    7.08
    
    
    $
    (0.61
    )Net income (loss) per common share  diluted
    
    $
    7.05
    
    
    $
    (0.61
    )
 Liquidity
     - 10 -




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##### Table of Contents



Impairment Charges
    Summarized Operating Results of Discontinued Operations
  Period from July
    
    Period from
    
    Period from31 through
    
    July 1 through
    
    January 1September 30,
    
    July 30,
    
    through July 30,2008
    
    2008
    
    2008(In thousands)
    
    Post-Merger
    
    Pre-Merger
    
    Pre-MergerRevenue
    
    $
    251
    
    
    $
    929
    
    
    $
    74,783Income before income taxes
    
    $
    16
    
    
    $
    2,697
    
    
    $
    702,698
  Share-Based Compensation Cost
  - 11 -




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##### Table of Contents



Three Months
    
    
    Period from
    
    
    Period from
    
    
    Nine Months
    
    
    Period fromEnded
    
    
    July 31
    
    
    July 1
    
    
    Ended
    
    
    January 1September
    
    
    through
    
    
    through July
    
    
    September
    
    
    through July30,
    
    
    September 30,
    
    
    30,
    
    
    30,
    
    
    30,2009
    
    
    2008
    
    
    2008
    
    
    2009
    
    
    2008(In thousands)
    
    Post-Merger
    
    
    Post-Merger
    
    
    Pre-Merger
    
    
    Post-Merger
    
    
    Pre-MergerDirect Expense
    
    $
    2,631
    
    
    $
    2,003
    
    
    $
    12,975
    
    
    $
    8,509
    
    
    $
    21,162Selling, General &
Administrative
Expense
    
    
    1,750
    
    
    
    912
    
    
    
    14,705
    
    
    
    5,474
    
    
    
    21,213Corporate Expense
    
    
    4,835
    
    
    
    3,624
    
    
    
    14,661
    
    
    
    14,539
    
    
    
    20,348Total Share-Based
Compensation
Expense
    
    $
    9,216
    
    
    $
    6,539
    
    
    $
    42,341
    
    
    $
    28,522
    
    
    $
    62,723
  New Accounting Pronouncements
 Measuring Liabilities at Fair Value Fair Value Measurements and Disclosures-Overall
 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
 Subsequent Events
 - 12 -




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##### Table of Contents



Determining
Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities
 Noncontrolling Interests in Consolidated
Financial Statements  an amendment of ARB No. 51
  Noncontrolling(In thousands)
    
    The Company
    
    
    Interests
    
    
    ConsolidatedBalances at January 1, 2009
    
    $
    (3,342,451
    )
    
    $
    426,220
    
    
    $
    (2,916,231
    )Net loss
    
    
    (4,181,476
    )
    
    
    (17,227
    )
    
    
    (4,198,703
    )Foreign currency translation adjustments
    
    
    136,350
    
    
    
    19,531
    
    
    
    155,881Unrealized holding loss on marketable securities
    
    
    (10,021
    )
    
    
    (1,294
    )
    
    
    (11,315
    )Unrealized holding loss on cash flow derivatives
    
    
    (92,993
    )
    
    
    
    
    
    
    (92,993
    )Reclassification adjustment
    
    
    13,665
    
    
    
    1,292
    
    
    
    14,957Other  net
    
    
    9,010
    
    
    
    18,834
    
    
    
    27,844Balances at September 30, 2009
    
    
    (7,467,916
    )
    
    
    447,356
    
    
    
    (7,020,560
    )
 Noncontrolling(In thousands)
    
    The Company
    
    
    Interests
    
    
    ConsolidatedBalances at January 1, 2008
    
    $
    8,769,299
    
    
    $
    464,552
    
    
    $
    9,233,851Net income
    
    
    991,793
    
    
    
    26,020
    
    
    
    1,017,813Foreign currency translation adjustments
    
    
    (102,610
    )
    
    
    (3,308
    )
    
    
    (105,918
    )Unrealized holding loss on marketable securities
    
    
    (96,954
    )
    
    
    
    
    
    
    (96,954
    )Reclassification adjustment
    
    
    (30,895
    )
    
    
    (33
    )
    
    
    (30,928
    )Other  net
    
    
    65,659
    
    
    
    3,843
    
    
    
    69,502Purchase accounting
    
    
    (7,755,925
    )
    
    
    
    
    
    
    (7,755,925
    )Balances at September 30, 2008
    
    
    1,840,367
    
    
    
    491,074
    
    
    
    2,331,441
 - 13 -




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##### Table of Contents



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
 Interim Disclosures
about Fair Value of Financial Instruments
 Equity Method
Investment Accounting Considerations
  Definite-lived Intangibles
   - 14 -




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##### Table of Contents



September 30, 2009
    
    
    December 31, 2008Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    Accumulated(In thousands)
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationTransit, street furniture, and
other outdoor contractual rights
    
    $
    831,545
    
    
    $
    147,414
    
    
    $
    883,130
    
    
    $
    49,818Customer / advertiser relationships
    
    
    1,210,205
    
    
    
    139,915
    
    
    
    1,210,205
    
    
    
    49,970Talent contracts
    
    
    320,854
    
    
    
    47,381
    
    
    
    161,644
    
    
    
    7,479Representation contracts
    
    
    217,385
    
    
    
    51,875
    
    
    
    216,955
    
    
    
    21,537Other
    
    
    548,874
    
    
    
    38,191
    
    
    
    548,180
    
    
    
    9,590Total
    
    $
    3,128,863
    
    
    $
    424,776
    
    
    $
    3,020,114
    
    
    $
    138,394
       (In thousands)2010
    
    $
    314,3922011
    
    
    306,5432012
    
    
    291,7902013
    
    
    278,5182014
    
    
    255,583
 Indefinite-lived Intangibles
   - 15 -




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FCC Licenses
        - 16 -




---



##### Table of Contents



- 17 -




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##### Table of Contents



Billboard Permits
   .
        - 18 -




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##### Table of Contents



Goodwill
   Americas
    
    
    International(In thousands)
    
    Radio
    
    
    Outdoor
    
    
    Outdoor
    
    
    Other
    
    
    TotalPre-MergerBalance as of December 31, 2007
    
    $
    6,045,527
    
    
    $
    688,336
    
    
    $
    474,253
    
    
    $
    2,000
    
    
    $
    7,210,116Acquisitions
    
    
    7,051
    
    
    
    
    
    
    
    12,341
    
    
    
    
    
    
    
    19,392Dispositions
    
    
    (20,931
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,931
    )Foreign currency
    
    
    
    
    
    
    (293
    )
    
    
    28,596
    
    
    
    
    
    
    
    28,303Adjustments
    
    
    (423
    )
    
    
    (970
    )
    
    
    
    
    
    
    
    
    
    
    (1,393
    )Balance as of July 30, 2008
    
    $
    6,031,224
    
    
    $
    687,073
    
    
    $
    515,190
    
    
    $
    2,000
    
    
    $
    7,235,487
 Americas
    
    
    International(In thousands)
    
    Radio
    
    
    Outdoor
    
    
    Outdoor
    
    
    Other
    
    
    TotalPost-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
    
    
    10,681
    
    
    
    2,250
    
    
    
    110
    
    
    
    
    
    
    
    13,041Dispositions
    
    
    (62,410
    )
    
    
    
    
    
    
    
    
    
    
    (2,276
    )
    
    
    (64,686
    )Foreign currency
    
    
    
    
    
    
    16,073
    
    
    
    20,117
    
    
    
    
    
    
    
    36,190Purchase price adjustments  net
    
    
    47,086
    
    
    
    68,896
    
    
    
    45,041
    
    
    
    
    
    
    
    161,023Other
    
    
    (529
    )
    
    
    (712
    )
    
    
    
    
    
    
    
    
    
    
    (1,241
    )Balance as of September 30, 2009
    
    $
    3,147,421
    
    
    $
    589,277
    
    
    $
    323,089
    
    
    $
    117,026
    
    
    $
    4,176,813
 - 19 -




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- 20 -




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##### Table of Contents



- 21 -




---



##### Table of Contents



September 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
    
    
    1,817,500
    
    
    
    220,000Delayed Draw Term Loan Facilities
    
    
    1,032,500
    
    
    
    532,500Receivables Based Credit Facility
    
    
    332,232
    
    
    
    445,609Other Secured Long-term Debt
    
    
    5,385
    
    
    
    6,604Total Consolidated Secured Debt
    
    
    15,914,996
    
    
    
    13,932,092Senior Cash Pay Notes
    
    
    796,250
    
    
    
    980,000Senior Toggle Notes
    
    
    1,027,701
    
    
    
    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
    
    
    692,737
    
    
    
    722,9414.4% Senior Notes Due 2011
    
    
    140,241
    
    
    
    223,2795.0% Senior Notes Due 2012
    
    
    249,851
    
    
    
    275,8005.75% Senior Notes Due 2013
    
    
    312,109
    
    
    
    475,7395.5% Senior Notes Due 2014
    
    
    550,455
    
    
    
    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
    
    
    79,852
    
    
    
    69,260Purchase accounting adjustments and original issue discount
    
    
    (831,575
    )
    
    
    (1,114,172
    )20,263,773
    
    
    
    19,503,620Less: current portion
    
    
    443,615
    
    
    
    562,923Total long-term debt
    
    $
    19,820,158
    
    
    $
    18,940,697
   - 22 -




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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 (as calculated in accordance with the senior secured
credit facilities) 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
      Senior Cash Pay Notes and Senior Toggle Notes
   - 23 -




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##### Table of Contents



Debt Maturities and Other
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2009(In thousands)
    
    Post-Merger
    
    
    Post-MergerCC Finco, LLC4.25% Senior Notes Due 2009
    
    $
    
    
    
    $
    33,5004.5% Senior Notes Due 2010
    
    
    
    
    
    
    10,0257.65% Senior Notes Due 2010
    
    
    
    
    
    
    17,5006.25% Senior Notes Due 2011
    
    
    20,204
    
    
    
    30,2044.4% Senior Notes Due 2011
    
    
    56,038
    
    
    
    83,0385.0% Senior Notes Due 2012
    
    
    19,949
    
    
    
    25,9495.75% Senior Notes Due 2013
    
    
    116,395
    
    
    
    163,6305.5% Senior Notes Due 2014
    
    
    199,545
    
    
    
    199,545Senior Toggle Notes
    
    
    116,411
    
    
    
    116,411Principal amount of debt repurchased
    
    
    528,542
    
    
    
    679,802Purchase accounting adjustments (1)
    
    
    (118,834
    )
    
    
    (141,844
    )Gain recorded in Other income (expense) (2)
    
    
    (228,994
    )
    
    
    (295,558
    )Cash paid for repurchases of long-term debt
    
    $
    180,714
    
    
    $
    242,400CC Finco II, LLCSenior Cash Pay Notes
    
    $
    
    
    
    $
    183,750Senior Toggle Notes
    
    
    
    
    
    
    249,375Principal amount of debt repurchased
    
    
    
    
    
    
    433,125Deferred loan costs and other
    
    
    
    
    
    
    (813
    )Gain recorded in Other income (expense) (2)
    
    
    
    
    
    
    (373,775
    )Cash paid for repurchases of long-term debt
    
    $
    
    
    
    $
    58,537
 
 (1)
    
    Represents unamortized fair value purchase accounting discounts recorded as a result of
the merger.(2)
    
    CC Finco, LLC, and CC Finco II, LLC, repurchased certain of Clear Channels legacy
notes, senior cash pay notes and senior toggle notes at a discount, resulting in a gain on
the extinguishment of debt.  - 24 -




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##### Table of Contents



Acquisitions
    Disposition of Assets
     InvestmentsDebt and Equity
Securities
  Divestiture Trusts
  Legal Proceedings
  - 25 -




---



##### Table of Contents



Effective Tax Rate
 ,
 Marketable Equity Securities and Interest Rate Swap Agreements
    September 30, 2009
    
    
    December 31, 2008Gross
    
    
    Gross
    
    
    
    
    
    
    
    
    
    
    Gross
    
    
    Gross(In thousands)
    
    Fair
    
    
    Unrealized
    
    
    Unrealized
    
    
    
    
    
    
    Fair
    
    
    Unrealized
    
    
    UnrealizedInvestments
    
    Value
    
    
    Losses
    
    
    Gains
    
    
    Cost
    
    
    Value
    
    
    Losses
    
    
    Gains
    
    
    CostAvailable-for-sale
    
    $
    35,531
    
    
    $
    
    
    
    $
    19,733
    
    
    $
    15,798
    
    
    $
    27,110
    
    
    $
    
    
    
    $
    
    
    
    $
    27,110Other cost investments
    
    
    5,309
    
    
    
    
    
    
    
    
    
    
    
    5,309
    
    
    
    6,397
    
    
    
    
    
    
    
    
    
    
    
    6,397Total
    
    $
    40,840
    
    
    $
    
    
    
    $
    19,733
    
    
    $
    21,107
    
    
    $
    33,507
    
    
    $
    
    
    
    $
    
    
    
    $
    33,507
     - 26 -




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##### Table of Contents



(In thousands)Classification as of September 30, 2009
    
    Fair Value
    
    Classification as of December 31, 2008
    
    Fair ValueOther long-term liabilities
    
    $
    266,155
    
    
    Other long-term liabilities
    
    $
    118,785
  Accumulated other(In thousands)
    
    comprehensive lossBalance at January 1, 2009
    
    $
    75,079Other comprehensive loss
    
    
    92,993Balance at September 30, 2009
    
    $
    168,072
 Other Comprehensive Income
  Nine Months Ended September 30,2009
    
    
    2008(In thousands)
    
    Post-Merger
    
    
    CombinedUnrealized holding (gain) loss on investments
    
    $
    (22,596
    )
    
    $
    50,731Unrealized holding loss on cash flow derivatives
    
    
    54,377
    
    
    
    37,012Income tax benefit
    
    $
    31,781
    
    
    
    87,743
         - 27 -




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##### Table of Contents



Corporate andAmericas
    
    
    International
    
    
    
    
    
    
    otherRadio
    
    
    Outdoor
    
    
    Outdoor
    
    
    
    
    
    
    reconciling(In thousands)
    
    Broadcasting
    
    
    Advertising
    
    
    Advertising
    
    
    Other
    
    
    items
    
    
    Eliminations
    
    
    ConsolidatedThree Months Ended September 30, 2009 (Post-Merger)Revenue
    
    $
    703,232
    
    
    $
    312,537
    
    
    $
    348,085
    
    
    $
    50,674
    
    
    $
    
    
    
    $
    (20,555
    )
    
    $
    1,393,973Direct operating expenses
    
    
    214,748
    
    
    
    147,250
    
    
    
    251,516
    
    
    
    29,097
    
    
    
    
    
    
    
    (9,833
    )
    
    
    632,778Selling, general and
administrative expenses
    
    
    222,927
    
    
    
    47,602
    
    
    
    61,222
    
    
    
    16,026
    
    
    
    
    
    
    
    (10,722
    )
    
    
    337,055Depreciation and amortization
    
    
    63,008
    
    
    
    54,102
    
    
    
    56,951
    
    
    
    14,086
    
    
    
    2,042
    
    
    
    
    
    
    
    190,189Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    79,723
    
    
    
    
    
    
    
    79,723Other operating income  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,403
    
    
    
    
    
    
    
    1,403Operating income (loss)
    
    $
    202,549
    
    
    $
    63,583
    
    
    $
    (21,604
    )
    
    $
    (8,535
    )
    
    $
    (80,362
    )
    
    $
    
    
    
    $
    155,631Intersegment revenues
    
    $
    7,225
    
    
    $
    760
    
    
    $
    
    
    
    $
    12,570
    
    
    $
    
    
    
    $
    
    
    
    $
    20,555Share-based payments
    
    $
    2,070
    
    
    $
    1,775
    
    
    $
    537
    
    
    $
    
    
    
    $
    4,834
    
    
    $
    
    
    
    $
    9,216Nine Months Ended September 30, 2009 (Post-Merger)Revenue
    
    $
    2,024,421
    
    
    $
    898,277
    
    
    $
    1,036,678
    
    
    $
    141,807
    
    
    $
    
    
    
    $
    (61,358
    )
    
    $
    4,039,825Direct operating expenses
    
    
    676,515
    
    
    
    440,885
    
    
    
    729,798
    
    
    
    73,378
    
    
    
    
    
    
    
    (32,373
    )
    
    
    1,888,203Selling, general and
administrative expenses
    
    
    688,493
    
    
    
    147,839
    
    
    
    200,091
    
    
    
    67,711
    
    
    
    
    
    
    
    (28,985
    )
    
    
    1,075,149Depreciation and amortization
    
    
    197,830
    
    
    
    158,612
    
    
    
    169,157
    
    
    
    42,418
    
    
    
    5,977
    
    
    
    
    
    
    
    573,994Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    177,445
    
    
    
    
    
    
    
    177,445Impairment charge
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,041,252
    
    
    
    
    
    
    
    4,041,252Other
operating expense  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (33,007
    )
    
    
    
    
    
    
    (33,007
    )Operating income (loss)
    
    $
    461,583
    
    
    $
    150,941
    
    
    $
    (62,368
    )
    
    $
    (41,700
    )
    
    $
    (4,257,681
    )
    
    $
    
    
    
    $
    (3,749,225
    )Intersegment revenues
    
    $
    24,641
    
    
    $
    2,029
    
    
    $
    
    
    
    $
    34,688
    
    
    $
    
    
    
    $
    
    
    
    $
    61,358Identifiable assets
    
    $
    8,675,629
    
    
    $
    4,338,689
    
    
    $
    2,350,806
    
    
    $
    778,712
    
    
    $
    1,552,240
    
    
    $
    
    
    
    $
    17,696,076Capital expenditures
    
    $
    33,542
    
    
    $
    58,116
    
    
    $
    55,860
    
    
    $
    104
    
    
    $
    3,177
    
    
    $
    
    
    
    $
    150,799Share-based payments
    
    $
    6,208
    
    
    $
    5,971
    
    
    $
    1,806
    
    
    $
    
    
    
    $
    14,537
    
    
    $
    
    
    
    $
    28,522Period from July 1 through July 30, 2008 (Pre-Merger)Revenue
    
    $
    276,886
    
    
    $
    124,491
    
    
    $
    147,185
    
    
    $
    15,156
    
    
    $
    
    
    
    $
    (7,261
    )
    
    $
    556,457Direct operating expenses
    
    
    93,408
    
    
    
    53,659
    
    
    
    104,695
    
    
    
    8,571
    
    
    
    
    
    
    
    (3,666
    )
    
    
    256,667Selling, general and
administrative expenses
    
    
    96,919
    
    
    
    20,197
    
    
    
    29,005
    
    
    
    7,818
    
    
    
    
    
    
    
    (3,595
    )
    
    
    150,344Depreciation and amortization
    
    
    10,154
    
    
    
    17,637
    
    
    
    20,146
    
    
    
    4,661
    
    
    
    1,725
    
    
    
    
    
    
    
    54,323Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,392
    
    
    
    
    
    
    
    31,392Merger expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    79,839
    
    
    
    
    
    
    
    79,839Other operating expense   net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,624
    )
    
    
    
    
    
    
    (4,624
    )Operating income (loss)
    
    $
    76,405
    
    
    $
    32,998
    
    
    $
    (6,661
    )
    
    $
    (5,894
    )
    
    $
    (117,580
    )
    
    $
    
    
    
    $
    (20,732
    )Intersegment revenues
    
    $
    2,691
    
    
    $
    322
    
    
    $
    
    
    
    $
    4,248
    
    
    $
    
    
    
    $
    
    
    
    $
    7,261Share-based payments
    
    $
    25,071
    
    
    $
    1,152
    
    
    $
    291
    
    
    $
    1,166
    
    
    $
    14,661
    
    
    $
    
    
    
    $
    42,341Period from July 31 through September 30, 2008 (Post-Merger)Revenue
    
    $
    567,057
    
    
    $
    245,239
    
    
    $
    296,460
    
    
    $
    38,590
    
    
    $
    
    
    
    $
    (19,210
    )
    
    $
    1,128,136Direct operating expenses
    
    
    159,355
    
    
    
    109,209
    
    
    
    195,554
    
    
    
    17,909
    
    
    
    
    
    
    
    (8,289
    )
    
    
    473,738Selling, general and
administrative expenses
    
    
    193,045
    
    
    
    39,590
    
    
    
    53,585
    
    
    
    16,170
    
    
    
    
    
    
    
    (10,921
    )
    
    
    291,469Depreciation and amortization
    
    
    16,871
    
    
    
    38,230
    
    
    
    42,785
    
    
    
    8,666
    
    
    
    1,588
    
    
    
    
    
    
    
    108,140Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,395
    
    
    
    
    
    
    
    33,395Merger expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other operating income  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    842
    
    
    
    
    
    
    
    842Operating income (loss)
    
    $
    197,786
    
    
    $
    58,210
    
    
    $
    4,536
    
    
    $
    (4,155
    )
    
    $
    (34,141
    )
    
    $
    
    
    
    $
    222,236Intersegment revenues
    
    $
    7,132
    
    
    $
    2,113
    
    
    $
    
    
    
    $
    9,965
    
    
    $
    
    
    
    $
    
    
    
    $
    19,210Identifiable assets
    
    $
    14,733,618
    
    
    $
    8,697,963
    
    
    $
    2,775,598
    
    
    $
    739,642
    
    
    $
    600,554
    
    
    $
    
    
    
    $
    27,547,375Capital expenditures
    
    $
    8,967
    
    
    $
    23,317
    
    
    $
    15,504
    
    
    $
    596
    
    
    $
    553
    
    
    $
    
    
    
    $
    48,937Share-based payments
    
    $
    1,298
    
    
    $
    1,236
    
    
    $
    339
    
    
    $
    42
    
    
    $
    3,624
    
    
    $
    
    
    
    $
    6,539
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Corporate andAmericas
    
    
    International
    
    
    
    
    
    
    otherRadio
    
    
    Outdoor
    
    
    Outdoor
    
    
    
    
    
    
    reconcilingBroadcasting
    
    
    Advertising
    
    
    Advertising
    
    
    Other
    
    
    items
    
    
    Eliminations
    
    
    ConsolidatedPeriod from January 1 through July 30, 2008 (Pre-Merger)Revenue
    
    $
    1,937,980
    
    
    $
    842,831
    
    
    $
    1,119,232
    
    
    $
    111,990
    
    
    $
    
    
    
    $
    (60,291
    )
    
    $
    3,951,742Direct operating expenses
    
    
    570,234
    
    
    
    370,924
    
    
    
    748,508
    
    
    
    46,490
    
    
    
    
    
    
    
    (30,057
    )
    
    
    1,706,099Selling, general and
administrative expenses
    
    
    652,162
    
    
    
    138,629
    
    
    
    206,217
    
    
    
    55,685
    
    
    
    
    
    
    
    (30,234
    )
    
    
    1,022,459Depreciation and amortization
    
    
    62,656
    
    
    
    117,009
    
    
    
    130,628
    
    
    
    28,966
    
    
    
    9,530
    
    
    
    
    
    
    
    348,789Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    125,669
    
    
    
    
    
    
    
    125,669Merger expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    87,684
    
    
    
    
    
    
    
    87,684Other operating income  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,827
    
    
    
    
    
    
    
    14,827Operating income (loss)
    
    $
    652,928
    
    
    $
    216,269
    
    
    $
    33,879
    
    
    $
    (19,151
    )
    
    $
    (208,056
    )
    
    $
    
    
    
    $
    675,869Intersegment revenues
    
    $
    23,551
    
    
    $
    4,561
    
    
    $
    
    
    
    $
    32,179
    
    
    $
    
    
    
    $
    
    
    
    $
    60,291Capital expenditures
    
    $
    37,004
    
    
    $
    82,672
    
    
    $
    116,450
    
    
    $
    1,609
    
    
    $
    2,467
    
    
    $
    
    
    
    $
    240,202Share-based payments
    
    $
    34,386
    
    
    $
    5,453
    
    
    $
    1,370
    
    
    $
    1,166
    
    
    $
    20,348
    
    
    $
    
    
    
    $
    62,723
      - 30 -




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##### Table of Contents



Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Consummation of Merger
  Business Combinations Basis in Leveraged Buyout Transactions
  Format of Presentation
  
    
    The three and nine month periods ended September 30, 2009 and the period from July 31
through September 30, 2008 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 periods from January 1 through July 30, 2008 and July 1 through July 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.
    - 31 -




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Impairment Charges
 Impairment to Definite-lived Intangibles
    Impairment to FCC Licenses
   .
    - 32 -




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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
   .
   - 34 -




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(In thousands)Indefinite-lived intangible
    
    Revenue growth rate
    
    Profit margin
    
    Discount ratesBillboard permits
    
    $
    386,700
    
    
    $
    73,300
    
    
    $
    408,300
 - 35 -




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##### Table of Contents



(In thousands)Percent change in fair value
    
    Change to impairment5%
    
    $
    55,77610%
    
    $
    111,78215%
    
    $
    167,852
 Impairment to Goodwill
          - 36 -




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Balances as of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balances as ofDecember 31,
    
    
    
    
    
    
    
    
    
    
    Foreign
    
    
    
    
    
    
    
    
    
    
    September 30,(In thousands)
    
    2008
    
    
    Acquisitions
    
    
    Dispositions
    
    
    Currency
    
    
    Impairment
    
    
    Adjustments
    
    
    2009United States Radio Markets
    
    $
    5,579,190
    
    
    $
    10,681
    
    
    $
    (62,410
    )
    
    $
    
    
    
    $
    (2,426,597
    )
    
    $
    46,557
    
    
    $
    3,147,421United
States Outdoor Markets
    
    
    824,730
    
    
    
    2,250
    
    
    
    
    
    
    
    
    
    
    
    (324,893
    )
    
    
    73,546
    
    
    
    575,633Switzerland
    
    
    56,885
    
    
    
    
    
    
    
    
    
    
    
    1,087
    
    
    
    (7,827
    )
    
    
    
    
    
    
    50,145Ireland
    
    
    14,285
    
    
    
    
    
    
    
    
    
    
    
    302
    
    
    
    (10,360
    )
    
    
    
    
    
    
    4,227Baltics
    
    
    10,629
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,235
    )
    
    
    
    
    
    
    394Americas Outdoor  Mexico
    
    
    8,729
    
    
    
    
    
    
    
    
    
    
    
    7,220
    
    
    
    (10,085
    )
    
    
    (442
    )
    
    
    5,422Americas Outdoor  Chile
    
    
    3,964
    
    
    
    
    
    
    
    
    
    
    
    4,417
    
    
    
    (7,834
    )
    
    
    
    
    
    
    547Americas Outdoor  Peru
    
    
    45,284
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (37,609
    )
    
    
    
    
    
    
    7,675Americas Outdoor  Brazil
    
    
    4,971
    
    
    
    
    
    
    
    
    
    
    
    4,436
    
    
    
    (9,407
    )
    
    
    
    
    
    
    All Others  International
Outdoor
    
    
    205,744
    
    
    
    110
    
    
    
    
    
    
    
    18,728
    
    
    
    (1,300
    )
    
    
    45,041
    
    
    
    268,323Other
    
    
    331,290
    
    
    
    
    
    
    
    (2,276
    )
    
    
    
    
    
    
    (211,988
    )
    
    
    
    
    
    
    117,026Americas Outdoor  Canada
    
    
    4,920
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,920
    )
    
    
    $
    7,090,621
    
    
    $
    13,041
    
    
    $
    (64,686
    )
    
    $
    36,190
    
    
    $
    (3,058,135
    )
    
    $
    159,782
    
    
    $
    4,176,813
  (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
   - 38 -




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Americas and International Outdoor Advertising
      - 39 -




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Share-Based Payments
   Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(In millions)
    
    Post-Merger
    
    
    Combined
    
    
    Post-Merger
    
    
    CombinedRadio BroadcastingDirect Operating Expenses
    
    $
    0.9
    
    
    $
    12.5
    
    
    $
    2.8
    
    
    $
    16.8SG&A Expenses
    
    
    1.2
    
    
    
    15.1
    
    
    
    3.4
    
    
    
    20.1Americas Outdoor AdvertisingDirect Operating Expenses
    
    
    1.3
    
    
    
    1.9
    
    
    
    4.3
    
    
    
    5.0SG&A Expenses
    
    
    0.5
    
    
    
    0.5
    
    
    
    1.7
    
    
    
    1.7International Outdoor
AdvertisingDirect Operating Expenses
    
    
    0.4
    
    
    
    0.5
    
    
    
    1.4
    
    
    
    1.4SG&A Expenses
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.4
    
    
    
    0.3Corporate
    
    
    4.8
    
    
    
    18.3
    
    
    
    14.5
    
    
    
    24.0Total
    
    $
    9.2
    
    
    $
    48.9
    
    
    $
    28.5
    
    
    $
    69.3
 - 40 -




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##### Table of Contents



RESULTS OF OPERATIONS
 Consolidated Results of Operations
  Three Months
    
    
    Period from July
    
    
    Period from July
    
    
    Three MonthsEnded
    
    
    31 through
    
    
    1 through July
    
    
    EndedSeptember 30,
    
    
    September 30,
    
    
    30,
    
    
    September 30,2009
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    %(In thousands)
    
    Post-Merger
    
    
    Post-Merger
    
    
    Pre-Merger
    
    
    Combined
    
    
    ChangeRevenue
    
    $
    1,393,973
    
    
    $
    1,128,136
    
    
    $
    556,457
    
    
    $
    1,684,593
    
    
    
    (17
    %)Operating expenses:Direct operating expenses (excludes
depreciation and amortization)
    
    
    632,778
    
    
    
    473,738
    
    
    
    256,667
    
    
    
    730,405
    
    
    
    (13
    %)Selling, general and administrative expenses
(excludes depreciation and amortization)
    
    
    337,055
    
    
    
    291,469
    
    
    
    150,344
    
    
    
    441,813
    
    
    
    (24
    %)Depreciation and amortization
    
    
    190,189
    
    
    
    108,140
    
    
    
    54,323
    
    
    
    162,463
    
    
    
    17
    %Corporate expenses (excludes depreciation
and amortization)
    
    
    79,723
    
    
    
    33,395
    
    
    
    31,392
    
    
    
    64,787
    
    
    
    23
    %Merger expenses
    
    
    
    
    
    
    
    
    
    
    79,839
    
    
    
    79,839Impairment charge
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other operating income (expense)  net
    
    
    1,403
    
    
    
    842
    
    
    
    (4,624
    )
    
    
    (3,782
    )Operating income (loss)
    
    
    155,631
    
    
    
    222,236
    
    
    
    (20,732
    )
    
    
    201,504Interest expense
    
    
    369,314
    
    
    
    281,479
    
    
    
    31,032
    
    
    
    312,511Loss on marketable securities
    
    
    (13,378
    )
    
    
    
    
    
    
    
    
    
    
    Equity in earnings of nonconsolidated affiliates
    
    
    1,226
    
    
    
    2,097
    
    
    
    2,180
    
    
    
    4,277Other income (expense)  net
    
    
    222,282
    
    
    
    (10,914
    )
    
    
    (10,813
    )
    
    
    (21,727
    )Loss before income taxes and discontinued
operations
    
    
    (3,553
    )
    
    
    (68,060
    )
    
    
    (60,397
    )
    
    
    (128,457
    )Income tax benefit (expense):Current
    
    
    (12,735
    )
    
    
    38,217
    
    
    
    97,600
    
    
    
    135,817Deferred
    
    
    (76,383
    )
    
    
    (5,008
    )
    
    
    (78,465
    )
    
    
    (83,473
    )Income tax benefit (expense)
    
    
    (89,118
    )
    
    
    33,209
    
    
    
    19,135
    
    
    
    52,344Loss before discontinued operations
    
    
    (92,671
    )
    
    
    (34,851
    )
    
    
    (41,262
    )
    
    
    (76,113
    )Loss from discontinued operations, net
    
    
    
    
    
    
    (1,013
    )
    
    
    (3,058
    )
    
    
    (4,071
    )Consolidated net loss
    
    $
    (92,671
    )
    
    $
    (35,864
    )
    
    $
    (44,320
    )
    
    $
    (80,184
    )
 - 41 -




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##### Table of Contents



Nine Months
    
    
    Period from July
    
    
    Period from
    
    
    Nine MonthsEnded
    
    
    31 through
    
    
    January 1
    
    
    EndedSeptember 30,
    
    
    September 30,
    
    
    through July 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    %(In thousands)
    
    Post-Merger
    
    
    Post-Merger
    
    
    Pre-Merger
    
    
    Combined
    
    
    ChangeRevenue
    
    $
    4,039,825
    
    
    $
    1,128,136
    
    
    $
    3,951,742
    
    
    $
    5,079,878
    
    
    
    (20
    %)Operating expenses:Direct operating expenses (excludes
depreciation and amortization)
    
    
    1,888,203
    
    
    
    473,738
    
    
    
    1,706,099
    
    
    
    2,179,837
    
    
    
    (13
    %)Selling, general and administrative
expenses (excludes depreciation and
amortization)
    
    
    1,075,149
    
    
    
    291,469
    
    
    
    1,022,459
    
    
    
    1,313,928
    
    
    
    (18
    %)Depreciation and amortization
    
    
    573,994
    
    
    
    108,140
    
    
    
    348,789
    
    
    
    456,929
    
    
    
    26
    %Corporate expenses (excludes depreciation
and amortization)
    
    
    177,445
    
    
    
    33,395
    
    
    
    125,669
    
    
    
    159,064
    
    
    
    12
    %Merger expenses
    
    
    
    
    
    
    
    
    
    
    87,684
    
    
    
    87,684Impairment charge
    
    
    4,041,252
    
    
    
    
    
    
    
    
    
    
    
    Other operating income (expense)  net
    
    
    (33,007
    )
    
    
    842
    
    
    
    14,827
    
    
    
    15,669Operating income (loss)
    
    
    (3,749,225
    )
    
    
    222,236
    
    
    
    675,869
    
    
    
    898,105Interest expense
    
    
    1,140,992
    
    
    
    281,479
    
    
    
    213,210
    
    
    
    494,689Gain (loss) on marketable securities
    
    
    (13,378
    )
    
    
    
    
    
    
    34,262
    
    
    
    34,262Equity in (loss) earnings of nonconsolidated
affiliates
    
    
    (20,681
    )
    
    
    2,097
    
    
    
    94,215
    
    
    
    96,312Other income (expense)  net
    
    
    649,731
    
    
    
    (10,914
    )
    
    
    (5,112
    )
    
    
    (16,026
    )Income (loss) before income taxes and
discontinued operations
    
    
    (4,274,545
    )
    
    
    (68,060
    )
    
    
    586,024
    
    
    
    517,964Income tax benefit (expense):Current
    
    
    (42,766
    )
    
    
    38,217
    
    
    
    (27,280
    )
    
    
    10,937Deferred
    
    
    118,608
    
    
    
    (5,008
    )
    
    
    (145,303
    )
    
    
    (150,311
    )Income tax benefit (expense)
    
    
    75,842
    
    
    
    33,209
    
    
    
    (172,583
    )
    
    
    (139,374
    )Income (loss) before discontinued operations
    
    
    (4,198,703
    )
    
    
    (34,851
    )
    
    
    413,441
    
    
    
    378,590Income (loss) from discontinued operations, net
    
    
    
    
    
    
    (1,013
    )
    
    
    640,236
    
    
    
    639,223Consolidated net income (loss)
    
    $
    (4,198,703
    )
    
    $
    (35,864
    )
    
    $
    1,053,677
    
    
    $
    1,017,813
 Consolidated Revenue
   Consolidated Direct Operating Expenses
   - 42 -




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##### Table of Contents



Consolidated Selling, General and Administrative Expenses
   Depreciation and Amortization
   Corporate Expenses
   Impairment Charge
  Other Operating Income (Expense)  Net
   - 43 -




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##### Table of Contents



Interest Expense
  Gain (Loss) on Marketable Securities
   Equity in Earnings (Loss) of Nonconsolidated Affiliates
   Other Income (Expense)  Net
    Income Tax Benefit (Expense)
  - 44 -




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##### Table of Contents



Income (Loss) from Discontinued Operations, Net
  Segment Revenue and Divisional Operating Expenses
 Radio Broadcasting
 Three Months Ended
    
    
    
    
    
    
    Nine Months EndedSeptember 30,
    
    
    
    
    
    
    September 30,2009
    
    
    2008
    
    
    %
    
    
    2009
    
    
    2008
    
    
    %(In thousands)
    
    Post-Merger
    
    
    Combined
    
    
    Change
    
    
    Post-Merger
    
    
    Combined
    
    
    ChangeRevenue
    
    $
    703,232
    
    
    $
    843,943
    
    
    
    (17
    %)
    
    $
    2,024,421
    
    
    $
    2,505,037
    
    
    
    (19
    %)Direct operating expenses
    
    
    214,748
    
    
    
    252,763
    
    
    
    (15
    %)
    
    
    676,515
    
    
    
    729,589
    
    
    
    (7
    %)Selling, general and
administrative expenses
    
    
    222,927
    
    
    
    289,964
    
    
    
    (23
    %)
    
    
    688,493
    
    
    
    845,207
    
    
    
    (19
    %)Depreciation and amortization
    
    
    63,008
    
    
    
    27,025
    
    
    
    133
    %
    
    
    197,830
    
    
    
    79,527
    
    
    
    149
    %Operating income
    
    $
    202,549
    
    
    $
    274,191
    
    
    
    (26
    %)
    
    $
    461,583
    
    
    $
    850,714
    
    
    
    (46
    %)
 Three Months
    - 45 -




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##### Table of Contents



Nine Months
    Americas Outdoor Advertising
 Three Months Ended
    
    
    
    
    
    
    Nine Months EndedSeptember 30,
    
    
    
    
    
    
    September 30,2009
    
    
    2008
    
    
    %
    
    
    2009
    
    
    2008
    
    
    %(In thousands)
    
    Post-Merger
    
    
    Combined
    
    
    Change
    
    
    Post-Merger
    
    
    Combined
    
    
    ChangeRevenue
    
    $
    312,537
    
    
    $
    369,730
    
    
    
    (15
    %)
    
    $
    898,277
    
    
    $
    1,088,070
    
    
    
    (17
    %)Direct operating expenses
    
    
    147,250
    
    
    
    162,868
    
    
    
    (10
    %)
    
    
    440,885
    
    
    
    480,133
    
    
    
    (8
    %)Selling, general and
administrative expenses
    
    
    47,602
    
    
    
    59,787
    
    
    
    (20
    %)
    
    
    147,839
    
    
    
    178,219
    
    
    
    (17
    %)Depreciation and amortization
    
    
    54,102
    
    
    
    55,867
    
    
    
    (3
    %)
    
    
    158,612
    
    
    
    155,239
    
    
    
    2
    %Operating income
    
    $
    63,583
    
    
    $
    91,208
    
    
    
    (30
    %)
    
    $
    150,941
    
    
    $
    274,479
    
    
    
    (45
    %)
 Three Months
    Nine Months
    - 46 -




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##### Table of Contents



International Outdoor Advertising
 Three Months Ended
    
    
    
    
    
    
    Nine Months EndedSeptember 30,
    
    
    
    
    
    
    September 30,2009
    
    
    2008
    
    
    %
    
    
    2009
    
    
    2008
    
    
    %(In thousands)
    
    Post-Merger
    
    
    Combined
    
    
    Change
    
    
    Post-Merger
    
    
    Combined
    
    
    ChangeRevenue
    
    $
    348,085
    
    
    $
    443,645
    
    
    
    (22
    %)
    
    $
    1,036,678
    
    
    $
    1,415,692
    
    
    
    (27
    %)Direct operating expenses
    
    
    251,516
    
    
    
    300,249
    
    
    
    (16
    %)
    
    
    729,798
    
    
    
    944,062
    
    
    
    (23
    %)Selling, general and
administrative expenses
    
    
    61,222
    
    
    
    82,590
    
    
    
    (26
    %)
    
    
    200,091
    
    
    
    259,802
    
    
    
    (23
    %)Depreciation and amortization
    
    
    56,951
    
    
    
    62,931
    
    
    
    (10
    %)
    
    
    169,157
    
    
    
    173,413
    
    
    
    (2
    %)Operating income (loss)
    
    $
    (21,604
    )
    
    $
    (2,125
    )
    
    
    (917
    %)
    
    $
    (62,368
    )
    
    $
    38,415
    
    
    
    (262
    %)
 Three Months
   Nine Months
   Reconciliation of Segment Operating Income (Loss) to Consolidated Operating Income (Loss)
 Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(In thousands)
    
    Post-Merger
    
    
    Combined
    
    
    Post-Merger
    
    
    CombinedRadio Broadcasting
    
    $
    202,549
    
    
    $
    274,191
    
    
    $
    461,583
    
    
    $
    850,714Americas Outdoor Advertising
    
    
    63,583
    
    
    
    91,208
    
    
    
    150,941
    
    
    
    274,479International Outdoor Advertising
    
    
    (21,604
    )
    
    
    (2,125
    )
    
    
    (62,368
    )
    
    
    38,415Other
    
    
    (8,535
    )
    
    
    (10,049
    )
    
    
    (41,700
    )
    
    
    (23,306
    )Impairment charge
    
    
    
    
    
    
    
    
    
    
    (4,041,252
    )
    
    
    Other operating income (expense)  net
    
    
    1,403
    
    
    
    (3,782
    )
    
    
    (33,007
    )
    
    
    15,669Corporate and merger expenses
    
    
    (81,765
    )
    
    
    (147,939
    )
    
    
    (183,422
    )
    
    
    (257,866
    )Consolidated operating income (loss)
    
    $
    155,631
    
    
    $
    201,504
    
    
    $
    (3,749,225
    )
    
    $
    898,105
 - 47 -




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##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
  Cash Flows
 Nine Months Ended September 30,2009
    
    2008(In thousands)
    
    Post-Merger
    
    CombinedCash provided by (used in):Operating activities
    
    $
    10,102
    
    
    $
    1,080,549Investing activities
    
    $
    (67,019
    )
    
    $
    (17,924,452
    )Financing activities
    
    $
    1,191,841
    
    
    $
    15,913,330Discontinued operations
    
    $
    
    
    
    $
    1,029,174
 Operating Activities
   Investing Activities
   Financing Activities
  - 48 -




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##### Table of Contents



Discontinued Operations
  Anticipated Cash Requirements
      - 49 -




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##### Table of Contents



SOURCES OF CAPITAL
  September 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
    
    
    1,817.5
    
    
    
    220.0Delayed Draw Term Loan Facilities
    
    
    1,032.5
    
    
    
    532.5Receivables Based Credit Facility
    
    
    332.2
    
    
    
    445.6Secured Subsidiary Debt
    
    
    5.4
    
    
    
    6.6Total Secured Debt
    
    
    15,915.0
    
    
    
    13,932.1Senior Cash Pay Notes
    
    
    796.3
    
    
    
    980.0Senior Toggle Notes
    
    
    1,027.7
    
    
    
    1,330.0Clear Channel Senior Notes (a)
    
    
    2,444.9
    
    
    
    3,192.2Clear Channel Subsidiary Debt
    
    
    79.9
    
    
    
    69.3Total Debt
    
    
    20,263.8
    
    
    
    19,503.6Less: Cash and cash equivalents
    
    
    1,374.8
    
    
    
    239.8$
    18,889.0
    
    
    $
    19,263.8
 
 (a)
    
    Includes $831.6 million and $1.1 billion at September 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 (as calculated in accordance with the senior secured
credit facilities) 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.
 - 50 -




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##### Table of Contents



Receivables Based Credit Facility
      Senior Cash Pay Notes and Senior Toggle Notes
    - 51 -




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##### Table of Contents



Debt Maturities and Other
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2009(In thousands)
    
    Post-Merger
    
    
    Post-MergerCC Finco, LLC4.25% Senior Notes Due 2009
    
    $
    
    
    
    $
    33,5004.5% Senior Notes Due 2010
    
    
    
    
    
    
    10,0257.65% Senior Notes Due 2010
    
    
    
    
    
    
    17,5006.25% Senior Notes Due 2011
    
    
    20,204
    
    
    
    30,2044.4% Senior Notes Due 2011
    
    
    56,038
    
    
    
    83,0385.0% Senior Notes Due 2012
    
    
    19,949
    
    
    
    25,9495.75% Senior Notes Due 2013
    
    
    116,395
    
    
    
    163,6305.5% Senior Notes Due 2014
    
    
    199,545
    
    
    
    199,545Senior Toggle Notes
    
    
    116,411
    
    
    
    116,411Principal amount of debt repurchased
    
    
    528,542
    
    
    
    679,802Purchase accounting adjustments (1)
    
    
    (118,834
    )
    
    
    (141,844
    )Gain recorded in Other income (expense) (2)
    
    
    (228,994
    )
    
    
    (295,558
    )Cash paid for repurchases of long-term debt
    
    $
    180,714
    
    
    $
    242,400CC Finco II, LLCSenior Cash Pay Notes
    
    $
    
    
    
    $
    183,750Senior Toggle Notes
    
    
    
    
    
    
    249,375Principal amount of debt repurchased
    
    
    
    
    
    
    433,125Deferred loan costs and other
    
    
    
    
    
    
    (813
    )Gain recorded in Other income (expense) (2)
    
    
    
    
    
    
    (373,775
    )Cash paid for repurchases of long-term debt
    
    $
    
    
    
    $
    58,537
 
 (1)
    
    Represents unamortized fair value purchase accounting discounts recorded as a result of
the merger.(2)
    
    CC Finco, LLC, and CC Finco II, LLC, repurchased certain of Clear Channels legacy
notes, senior cash pay notes and senior toggle notes at a discount, resulting in a gain on
the extinguishment of debt.   Dispositions and Other
     - 52 -




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##### Table of Contents



USES OF CAPITAL
 Capital Expenditures
  Nine Months Ended September 30, 2009 Capital ExpendituresAmericas
    
    
    InternationalOutdoor
    
    
    Outdoor
    
    
    Corporate and(In millions)
    
    Radio
    
    
    Advertising
    
    
    Advertising
    
    
    Other
    
    
    TotalNon-revenue producing
    
    $
    33.5
    
    
    $
    12.2
    
    
    $
    15.6
    
    
    $
    3.3
    
    
    $
    64.6Revenue producing
    
    
    
    
    
    
    45.9
    
    
    
    40.3
    
    
    
    
    
    
    
    86.2$
    33.5
    
    
    $
    58.1
    
    
    $
    55.9
    
    
    $
    3.3
    
    
    $
    150.8
  Certain Relationships with the Sponsors
   Commitments, Contingencies and Guarantees
   - 53 -




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##### Table of Contents



MARKET RISK
  Interest Rate Risk
    Equity Price Risk
  Foreign Currency Exchange Rate Risk
    New Accounting Pronouncements
 Measuring Liabilities at Fair Value Fair Value
Measurements and Disclosures-Overall
 The FASB Accounting Standards
Codification TM and the Hierarchy of Generally Accepted Accounting Principles
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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
 Disclosures about Derivative Instruments
and Hedging Activities
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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
 Interim
Disclosures about Fair Value of Financial Instruments
 Equity
Method Investment Accounting Considerations
 Inflation
  Risks Regarding Forward-Looking Statements
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
    
    the impact of the substantial indebtedness incurred to finance the consummation
of the merger;
    
    risks associated with the 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 United States. and in other countries in which we currently do
business, including those resulting from recessions, political events and acts or
threats of terrorism or military conflicts;
    
    the 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 restructuring program may not be entirely successful;
    
    the effect of leverage on our financial position and earnings;
    
    access to capital markets and borrowed indebtedness;
    
    the impact of the geopolitical environment;
    
    shifts in population and other demographics;
    
    industry conditions, including competition;
    
    fluctuations in operating costs;
    
    technological changes and innovations;
    
    changes in labor conditions;
    
    fluctuations in exchange rates and currency values;
    
    capital expenditure requirements;
    
    the outcome of pending and future litigation settlements;
    
    legislative or regulatory requirements;
    
    changes in interest rates;
    
    taxes;
    
    our ability to integrate the operations of recently acquired companies;
    
    the impact of planned divestitures; and
    
    certain other factors set forth in our filings with the SEC, including our Annual
Report on Form 10-K for the year ended December 31, 2008.
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 Item 4T. CONTROLS AND PROCEDURES
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Part II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
   
 Item 1A. Risk Factors
   
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
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Item 6. Exhibits
 ExhibitNumber
    
    Description2.1
    
    Agreement and Plan of Merger, 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.
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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.
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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
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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
    
    Employment Separation Agreement, dated July 13, 2009, by and
between CC Media Holdings, Inc. and Andrew W. Levin. 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 16, 2009.10.12*
    
    Employment Separation Agreement, dated October 19, 2009, by and
between Clear Channel Communications, Inc. and Herbert W. Hill.10.13
    
    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, 2008.10.14
    
    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, 2008.10.15
    
    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, 2008.10.16
    
    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, 2008.10.17
    
    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.,
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ExhibitNumber
    
    DescriptionInc. 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, 2008.10.18
    
    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, 2008.10.19
    
    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, 2008.10.20
    
    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, 2008.10.21
    
    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, 2008.10.22
    
    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, 2008.10.23
    
    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, 2008.10.24
    
    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, 2008.10.25
    
    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, 2008.10.26
    
    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
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ExhibitNumber
    
    DescriptionCommission on July 30, 2008.10.27
    
    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, 2008.10.28
    
    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, 2008.10.29
    
    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.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. - 65 -




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Signatures
  CC MEDIA HOLDINGS, INC.November 9, 2009
    /s/ Randall T. MaysRandall T. MaysPresident and
Chief Financial OfficerNovember 9, 2009
    /s/ Herbert W. Hill, Jr.Herbert W. Hill, Jr.Senior Vice President,
Chief Accounting Officer and Assistant Secretary - 66 -