##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 AND 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM
 Commission
file number  000-53354
 CC MEDIA HOLDINGS, INC.
  Delaware
(State of Incorporation)
    
    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
  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 7, 2008Class A common stock, $.001 par value
    
    23,618,829Class B common stock, $.001 par value
    
    555,556Class C common stock, $.001 par value
    
    58,967,502




---



##### 



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
 INDEX
 Page No.Part I  Financial InformationItem 1. Unaudited Financial Statements
    
    
    3Consolidated Balance Sheets at September 30, 2008 and December 31, 2007
    
    
    3Consolidated Statements of Operations for the post-merger period from July 31
through September 30, 2008, the pre-merger period from January 1 through July 30, 2008,
the pre-merger period from July 1 through July 30, 2008 and the pre-merger nine and three
months ended September 30, 2007
    
    
    5Consolidated Statements of Shareholders Equity for the post-merger period from July 31
through September 30, 2008 and the pre-merger period from January 1 through July 30, 2008
    
    
    7Condensed Consolidated Statements of Cash Flows for the post-merger period from July 31
through September 30, 2008, the pre-merger period from January 1 through July 30, 2008,
and the pre-merger nine months ended September 30, 2007
    
    
    8Notes to Consolidated Financial Statements
    
    
    9Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    39Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    59Item 4T. Controls and Procedures
    
    
    59Part II  Other InformationItem 1. Legal Proceedings
    
    
    61Item 1A. Risk Factors
    
    
    62Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    62Item 3. Defaults Upon Senior Securities
    
    
    62Item 4. Submission of Matters to a Vote of Security Holders
    
    
    62Item 5. Other Information
    
    
    62Item 6. Exhibits
    
    
    63Signatures
    
    
    69EX-11EX-12EX-31.1EX-31.2EX-32.1EX-32.2
  - 2 -




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##### Table of Contents



Item 1. UNAUDITED FINANCIAL STATEMENTS
 CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 ASSETS
 (In thousands)
 Post-merger
    
    
    Pre-mergerSeptember 30,
    
    
    December 31,2008
    
    
    2007(Unaudited)
    
    
    (Audited)CURRENT ASSETSCash and cash equivalents
    
    $
    243,749
    
    
    $
    145,148Accounts receivable, net of allowance of $63,768 in 2008
and $59,169 in 2007
    
    
    1,595,649
    
    
    
    1,693,218Prepaid expenses
    
    
    153,754
    
    
    
    116,902Other current assets
    
    
    255,921
    
    
    
    243,248Current assets from discontinued operations
    
    
    
    
    
    
    96,067Total Current Assets
    
    
    2,249,073
    
    
    
    2,294,583PROPERTY, PLANT AND EQUIPMENTLand, buildings and improvements
    
    
    528,024
    
    
    
    840,832Structures
    
    
    2,319,904
    
    
    
    3,901,941Towers, transmitters and studio equipment
    
    
    341,283
    
    
    
    600,315Furniture and other equipment
    
    
    191,546
    
    
    
    527,714Construction in progress
    
    
    145,137
    
    
    
    119,2603,525,894
    
    
    
    5,990,062Less accumulated depreciation
    
    
    57,927
    
    
    
    2,939,6983,467,967
    
    
    
    3,050,364Property, plant and equipment from discontinued
operations, net
    
    
    6,233
    
    
    
    164,724INTANGIBLE ASSETSDefinite-lived intangibles, net
    
    
    1,145,095
    
    
    
    485,870Indefinite-lived intangibles  licenses
    
    
    6,608,427
    
    
    
    4,201,617Indefinite-lived intangibles  permits
    
    
    3,194,400
    
    
    
    251,988Goodwill
    
    
    9,804,827
    
    
    
    7,210,116Intangible assets from discontinued operations, net
    
    
    9,214
    
    
    
    219,722OTHER ASSETSNotes receivable
    
    
    12,062
    
    
    
    12,388Investments in, and advances to, nonconsolidated affiliates
    
    
    397,721
    
    
    
    346,387Other assets
    
    
    575,817
    
    
    
    303,791Other investments
    
    
    91,986
    
    
    
    237,598Other assets from discontinued operations
    
    
    3,289
    
    
    
    26,380Total Assets
    
    $
    27,566,111
    
    
    $
    18,805,528
  - 3 -




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##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS EQUITY
(In thousands)
 Post-merger
    
    
    Pre-mergerSeptember 30,
    
    
    December 31,2008
    
    
    2007(Unaudited)
    
    
    (Audited)CURRENT LIABILITIESAccounts payable
    
    $
    118,614
    
    
    $
    165,533Accrued expenses
    
    
    735,736
    
    
    
    912,665Accrued interest
    
    
    103,617
    
    
    
    98,601Accrued income taxes
    
    
    
    
    
    
    79,973Current portion of long-term debt
    
    
    567,167
    
    
    
    1,360,199Deferred income
    
    
    200,908
    
    
    
    158,893Current liabilities from discontinued operations
    
    
    
    
    
    
    37,413Total Current Liabilities
    
    
    1,726,042
    
    
    
    2,813,277Long-term debt
    
    
    19,035,082
    
    
    
    5,214,988Other long-term obligations
    
    
    
    
    
    
    127,384Deferred income taxes
    
    
    3,995,626
    
    
    
    793,850Other long-term liabilities
    
    
    477,918
    
    
    
    567,848Long-term liabilities from discontinued operations
    
    
    
    
    
    
    54,330Minority interest
    
    
    472,745
    
    
    
    436,360Commitments and contingent liabilities (Note 6)SHAREHOLDERS EQUITYCommon Stock
    
    
    82
    
    
    
    49,808Additional paid-in capital
    
    
    2,094,078
    
    
    
    26,858,079Retained deficit
    
    
    (44,732
    )
    
    
    (18,489,143
    )Accumulated other comprehensive income (loss)
    
    
    (190,729
    )
    
    
    383,698Cost of shares held in treasury
    
    
    (1
    )
    
    
    (4,951
    )Total Shareholders Equity
    
    
    1,858,698
    
    
    
    8,797,491Total Liabilities and Shareholders Equity
    
    $
    27,566,111
    
    
    $
    18,805,528
  - 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)
 Post-merger
    
    
    Pre-mergerPeriod fromPeriod from July 31
    
    
    January 1
    
    
    Nine months endedthrough September 30,
    
    
    through July 30,
    
    
    September 30,2008
    
    
    2008
    
    
    2007Revenue
    
    $
    1,128,136
    
    
    $
    3,951,742
    
    
    $
    5,058,434Operating expenses:Direct operating expenses (excludes depreciation and
amortization)
    
    
    473,738
    
    
    
    1,706,099
    
    
    
    1,993,815Selling, general and administrative expenses (excludes
depreciation and amortization)
    
    
    291,469
    
    
    
    1,022,459
    
    
    
    1,294,875Depreciation and amortization
    
    
    108,140
    
    
    
    348,789
    
    
    
    420,644Corporate expenses (excludes depreciation and amortization)
    
    
    33,395
    
    
    
    125,669
    
    
    
    138,234Merger expenses
    
    
    
    
    
    
    87,684
    
    
    
    6,372Gain on disposition of assets  net
    
    
    842
    
    
    
    14,827
    
    
    
    11,621Operating income
    
    
    222,236
    
    
    
    675,869
    
    
    
    1,216,115Interest expense
    
    
    281,479
    
    
    
    213,210
    
    
    
    347,525Gain (loss) on marketable securities
    
    
    
    
    
    
    34,262
    
    
    
    661Equity in earnings of nonconsolidated affiliates
    
    
    2,097
    
    
    
    94,215
    
    
    
    23,832Other income (expense)  net
    
    
    (10,914
    )
    
    
    (5,112
    )
    
    
    (1,075
    )Income (loss) before income taxes, minority interest and
discontinued operations
    
    
    (68,060
    )
    
    
    586,024
    
    
    
    892,008Income tax benefit (expense):Current
    
    
    38,217
    
    
    
    (27,280
    )
    
    
    (168,093
    )Deferred
    
    
    (5,008
    )
    
    
    (145,303
    )
    
    
    (132,284
    )Income tax benefit (expense)
    
    
    33,209
    
    
    
    (172,583
    )
    
    
    (300,377
    )Minority interest expense, net of tax
    
    
    8,868
    
    
    
    17,152
    
    
    
    27,207Income (loss) before discontinued operations
    
    
    (43,719
    )
    
    
    396,289
    
    
    
    564,424Income (loss) from discontinued operations, net
    
    
    (1,013
    )
    
    
    640,236
    
    
    
    53,524Net income (loss)
    
    $
    (44,732
    )
    
    $
    1,036,525
    
    
    $
    617,948Other comprehensive income (loss), net of tax:Foreign currency translation adjustments
    
    
    (145,100
    )
    
    
    28,866
    
    
    
    77,018Unrealized gain (loss) on securities and derivatives:Unrealized holding gain (loss) on marketable securities
    
    
    (45,629
    )
    
    
    (52,460
    )
    
    
    2,086Reclassification adjustment for gains included in net income
    
    
    
    
    
    
    (25,997
    )
    
    
    Comprehensive income (loss)
    
    $
    (235,461
    )
    
    $
    986,934
    
    
    $
    697,052Net income (loss) per common share:Income (loss) before discontinued operations  Basic
    
    $
    (.54
    )
    
    $
    .80
    
    
    $
    1.14Discontinued operations  Basic
    
    
    (.01
    )
    
    
    1.29
    
    
    
    .11Net income (loss)  Basic
    
    $
    (.55
    )
    
    $
    2.09
    
    
    $
    1.25Weighted average common shares  basic
    
    
    81,242
    
    
    
    495,044
    
    
    
    494,261Income (loss) before discontinued operations  Diluted
    
    $
    (.54
    )
    
    $
    .80
    
    
    $
    1.14Discontinued operations  Diluted
    
    
    (.01
    )
    
    
    1.29
    
    
    
    .11Net income (loss)  Diluted
    
    $
    (.55
    )
    
    $
    2.09
    
    
    $
    1.25Weighted average common shares  diluted
    
    
    81,242
    
    
    
    496,519
    
    
    
    495,580Dividends declared per share
    
    $
    
    
    
    $
    
    
    
    $
    .5625
  - 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)
 Post-merger
    
    
    Pre-mergerPeriod from July 31
    
    
    Period from July 1
    
    
    Three months endedthrough September 30,
    
    
    through July 30,
    
    
    September 30,2008
    
    
    2008
    
    
    2007Revenue
    
    $
    1,128,136
    
    
    $
    556,457
    
    
    $
    1,751,165Operating expenses:Direct operating expenses (excludes depreciation and
amortization)
    
    
    473,738
    
    
    
    256,667
    
    
    
    689,681Selling, general and administrative expenses (excludes
depreciation and amortization)
    
    
    291,469
    
    
    
    150,344
    
    
    
    431,366Depreciation and amortization
    
    
    108,140
    
    
    
    54,323
    
    
    
    139,650Corporate expenses (excludes depreciation and amortization)
    
    
    33,395
    
    
    
    31,392
    
    
    
    47,040Merger expenses
    
    
    
    
    
    
    79,839
    
    
    
    2,002Gain (loss) on disposition of assets  net
    
    
    842
    
    
    
    (4,624
    )
    
    
    678Operating income (loss)
    
    
    222,236
    
    
    
    (20,732
    )
    
    
    442,104Interest expense
    
    
    281,479
    
    
    
    31,032
    
    
    
    113,026Gain (loss) on marketable securities
    
    
    
    
    
    
    
    
    
    
    676Equity in earnings of nonconsolidated affiliates
    
    
    2,097
    
    
    
    2,180
    
    
    
    7,133Other income (expense)  net
    
    
    (10,914
    )
    
    
    (10,813
    )
    
    
    (1,403
    )Income (loss) before income taxes, minority interest and
discontinued operations
    
    
    (68,060
    )
    
    
    (60,397
    )
    
    
    335,484Income tax benefit (expense):Current
    
    
    38,217
    
    
    
    97,600
    
    
    
    (13,663
    )Deferred
    
    
    (5,008
    )
    
    
    (78,465
    )
    
    
    (56,462
    )Income tax benefit (expense)
    
    
    33,209
    
    
    
    19,135
    
    
    
    (70,125
    )Minority interest expense, net of tax
    
    
    8,868
    
    
    
    1,135
    
    
    
    11,961Income (loss) before discontinued operations
    
    
    (43,719
    )
    
    
    (42,397
    )
    
    
    253,398Income (loss) from discontinued operations, net
    
    
    (1,013
    )
    
    
    (3,058
    )
    
    
    26,338Net income (loss)
    
    $
    (44,732
    )
    
    $
    (45,455
    )
    
    $
    279,736Other comprehensive income (loss), net of tax:Foreign currency translation adjustments
    
    
    (145,100
    )
    
    
    (15,681
    )
    
    
    31,129Unrealized gain (loss) on securities and derivatives:Unrealized holding gain (loss) on marketable securities
    
    
    (45,629
    )
    
    
    (4,882
    )
    
    
    13,263Reclassification adjustment for gains included in net
income
    
    
    
    
    
    
    
    
    
    
    Comprehensive income (loss)
    
    $
    (235,461
    )
    
    $
    (66,018
    )
    
    $
    324,128Net income (loss) per common share:Income (loss) before discontinued operations  Basic
    
    $
    (.54
    )
    
    $
    (.09
    )
    
    $
    .52Discontinued operations  Basic
    
    
    (.01
    )
    
    
    
    
    
    
    .05Net income (loss)  Basic
    
    $
    (.55
    )
    
    $
    (.09
    )
    
    $
    .57Weighted average common shares  basic
    
    
    81,242
    
    
    
    495,465
    
    
    
    494,568Income (loss) before discontinued operations  Diluted
    
    $
    (.54
    )
    
    $
    (.09
    )
    
    $
    .51Discontinued operations  Diluted
    
    
    (.01
    )
    
    
    
    
    
    
    .05Net income (loss)  Diluted
    
    $
    (.55
    )
    
    $
    (.09
    )
    
    $
    .56Weighted average common shares  diluted
    
    
    81,242
    
    
    
    495,465
    
    
    
    496,168Dividends declared per share
    
    $
    
    
    
    $
    
    
    
    $
    .1875
  - 6 -




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##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY   (UNAUDITED)
 (In thousands, except share data)
 AccumulatedCommon
    
    
    
    
    
    
    
    Additional
    
    
    
    
    
    
    OtherShares
    
    
    
    Common
    
    
    Paid-in
    
    
    Retained
    
    
    Comprehensive
    
    
    TreasuryIssued
    
    
    
    Stock
    
    
    Capital
    
    
    (Deficit)
    
    
    Income (Loss)
    
    
    Stock
    
    
    TotalPre-mergerBalances at December 31, 2007
    
    
    
    
    
    
    
    
    
    
    498,075,417
    
    
    
    $
    49,808
    
    
    $
    26,858,079
    
    
    $
    (18,489,143
    )
    
    $
    383,698
    
    
    $
    (4,951
    )
    
    $
    8,797,491Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,036,525
    
    
    
    
    
    
    
    
    
    
    
    1,036,525Exercise of stock options and other
    
    
    
    
    
    
    
    
    
    
    82,645
    
    
    
    
    30
    
    
    
    4,963
    
    
    
    
    
    
    
    
    
    
    
    (2,024
    )
    
    
    2,969Amortization
and adjustment of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    57,855
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    57,855Currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,866
    
    
    
    
    
    
    
    28,866Unrealized gains (losses)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (52,460
    )
    
    
    
    
    
    
    (52,460
    )Realized (losses) on investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25,997
    )
    
    
    
    
    
    
    (25,997
    )Balances at July 30, 2008
    
    
    
    
    
    
    
    
    
    
    498,158,062
    
    
    
    $
    49,838
    
    
    $
    26,920,897
    
    
    $
    (17,452,618
    )
    
    $
    334,107
    
    
    $
    (6,975
    )
    
    $
    9,845,249Elimination of pre-merger equity
    
    
    
    
    
    
    
    
    
    
    (498,158,062
    )
    
    
    
    (49,838
    )
    
    
    (26,920,897
    )
    
    
    17,452,618
    
    
    
    (334,107
    )
    
    
    6,975
    
    
    
    (9,845,249
    )Class C
    
    Class B
    
    Class AShares
    
    Shares
    
    SharesPost-mergerBalances at July 31, 2008
    
    
    58,967,502
    
    
    
    555,556
    
    
    
    21,718,569
    
    
    
    $
    81
    
    
    $
    2,089,266
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    2,089,347Net (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (44,732
    )
    
    
    
    
    
    
    
    
    
    
    (44,732
    )Issuance of restricted stock
awards and other
    
    
    
    
    
    
    
    
    
    
    1,903,585
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1
    )
    
    
    Amortization and adjustment of
deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,812
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,812Currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (145,100
    )
    
    
    
    
    
    
    (145,100
    )Unrealized gains (losses)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (45,629
    )
    
    
    
    
    
    
    (45,629
    )Balances at September 30, 2008
    
    
    58,967,502
    
    
    
    555,556
    
    
    
    23,622,154
    
    
    
    $
    82
    
    
    $
    2,094,078
    
    
    $
    (44,732
    )
    
    $
    (190,729
    )
    
    $
    (1
    )
    
    $
    1,858,698
  - 7 -




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##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 (In thousands)
 Post-merger
    
    
    Pre-mergerPeriod from July
    
    
    Period from
    
    
    Nine months31 through
    
    
    January 1
    
    
    endedSeptember 30,
    
    
    through July 30,
    
    
    September 30,2008
    
    
    2008
    
    
    2007Cash flows from operating activities:Net income (loss)
    
    $
    (44,732
    )
    
    $
    1,036,525
    
    
    $
    617,948(Income) loss from discontinued operations, net
    
    
    1,013
    
    
    
    (640,236
    )
    
    
    (53,524
    )(43,719
    )
    
    
    396,289
    
    
    
    564,424Reconciling items:Depreciation and amortization
    
    
    108,140
    
    
    
    348,789
    
    
    
    420,644Deferred taxes
    
    
    5,008
    
    
    
    145,303
    
    
    
    132,284(Gain) loss on disposal of assets
    
    
    (842
    )
    
    
    (14,827
    )
    
    
    (11,621
    )(Gain) loss forward exchange contract
    
    
    
    
    
    
    2,496
    
    
    
    11,925(Gain) loss on trading securities
    
    
    
    
    
    
    (849
    )
    
    
    (12,586
    )Provision for doubtful accounts
    
    
    8,902
    
    
    
    23,216
    
    
    
    26,405Share-based compensation
    
    
    6,539
    
    
    
    62,723
    
    
    
    32,520Equity in earnings of nonconsolidated affiliates
    
    
    (2,097
    )
    
    
    (94,215
    )
    
    
    (23,832
    )Other reconciling items  net
    
    
    66,557
    
    
    
    7,409
    
    
    
    29,433Changes in operating assets and liabilities:Changes in other operating assets and liabilities,
net of effects of acquisitions and dispositions
    
    
    (103,197
    )
    
    
    158,924
    
    
    
    (166,220
    )Net cash provided by operating activities
    
    
    45,291
    
    
    
    1,035,258
    
    
    
    1,003,376Cash flows from investing activities:Decrease (increase) in notes receivable  net
    
    
    140
    
    
    
    336
    
    
    
    (198
    )Decrease (increase) in investments in and advances
to nonconsolidated affiliates  net


    7,665
    
    
    
    23,782
    
    
    
    26,848Sales (purchases) of investments  net
    
    
    (26
    )
    
    
    (25,246
    )
    
    
    (422
    )Purchases of property, plant and equipment
    
    
    (48,937
    )
    
    
    (240,202
    )
    
    
    (224,209
    )Proceeds from disposal of assets
    
    
    1,767
    
    
    
    72,806
    
    
    
    21,214Acquisition of operating assets, net of cash
acquired
    
    
    (20,247
    )
    
    
    (153,836
    )
    
    
    (71,593
    )Decrease (increase) in other  net
    
    
    (18,305
    )
    
    
    (93,891
    )
    
    
    (12,547
    )Cash used to purchase equity
    
    
    (17,430,258
    )
    
    
    
    
    
    
    Net cash used in investing activities
    
    
    (17,508,201
    )
    
    
    (416,251
    )
    
    
    (260,907
    )Cash flows from financing activities:Draws on credit facilities
    
    
    488,000
    
    
    
    692,614
    
    
    
    618,372Payments on credit facilities
    
    
    (82,221
    )
    
    
    (872,901
    )
    
    
    (1,026,040
    )Payments on long-term debt
    
    
    (366,257
    )
    
    
    (1,276,872
    )
    
    
    (262,843
    )Debt proceeds used to finance the merger
    
    
    15,377,919
    
    
    
    
    
    
    
    Payments for purchase of common shares
    
    
    (1
    )
    
    
    (3,781
    )
    
    
    (435
    )Equity contribution used to finance the merger
    
    
    2,142,831
    
    
    
    
    
    
    
    Payment on forward exchange contract
    
    
    
    
    
    
    (110,410
    )
    
    
    Proceeds from exercise of stock options and other
    
    
    
    
    
    
    17,776
    
    
    
    77,295Dividends paid
    
    
    
    
    
    
    (93,367
    )
    
    
    (279,008
    )Net cash provided by (used in) financing activities
    
    
    17,560,271
    
    
    
    (1,646,941
    )
    
    
    (872,659
    )Cash flows from discontinued operations:Net cash (used in) provided by operating activities
    
    
    (1,967
    )
    
    
    (67,751
    )
    
    
    31,449Net cash provided by investing activities
    
    
    
    
    
    
    1,098,892
    
    
    
    106,824Net cash provided by (used in) financing activities
    
    
    
    
    
    
    
    
    
    
    Net cash provided by discontinued operations
    
    
    (1,967
    )
    
    
    1,031,141
    
    
    
    138,273Net (decrease) increase in cash and cash equivalents
    
    
    95,394
    
    
    
    3,207
    
    
    
    8,083Cash and cash equivalents at beginning of period
    
    
    148,355
    
    
    
    145,148
    
    
    
    116,000Cash and cash equivalents at end of period
    
    $
    243,749
    
    
    $
    148,355
    
    
    $
    124,083
  - 8 -




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##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)
  Information Regarding Registrant
    Business Combinations Basis in Leveraged Buyout Transactions
    
    
    The period from July 31 through September 30, 2008 includes the post-merger period of
the Company, reflecting the merger of the Company and 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
include the pre-merger period of Clear Channel. Prior to the consummation of 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 2007 periods presented are pre-merger. 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



(In thousands)
    
    July 31, 2008Consideration for equity
    
    $
    17,720,185Assumed debt
    
    
    5,136,929Transaction costs
    
    
    134,874Historical carryover basis
    
    
    (763,481
    )$
    22,228,507Total current assets
    
    
    2,221,285Net PP&E
    
    
    3,739,148Net
PP&E  discontinued operations
    
    
    6,274Intangible assets  net
    
    
    20,718,589Intangible
assets  discontinued operations
    
    
    9,214Long-term assets
    
    
    1,160,614Current liabilities
    
    
    (1,219,033
    )Long-term liabilities
    
    
    (4,407,584
    )$
    22,228,507
  Pre-merger
    
    Pre-merger
    
    Pre-merger
    
    Pre-mergerPeriod from January 1
    
    Period from July 1
    
    Nine months ended
    
    Three months endedthrough July 30,
    
    through July 30,
    
    September 30,
    
    September 30,(In thousands)
    
    2008
    
    2008
    
    2007
    
    2007Revenue
    
    $
    3,951,742
    
    
    $
    556,457
    
    
    $
    5,058,434
    
    
    $
    1,751,165Income (loss) before discontinued
operations
    
    
    (22,744
    )
    
    
    (39,359
    )
    
    
    (9,789
    )
    
    
    54,953Net income (loss)
    
    
    617,492
    
    
    
    (42,417
    )
    
    
    43,735
    
    
    
    81,291Earnings (loss) per share  basic
    
    
    7.60
    
    
    
    (.52
    )
    
    
    .54
    
    
    
    1.00Earnings (loss) per share  diluted
    
    
    7.57
    
    
    
    (.52
    )
    
    
    .54
    
    
    
    1.00
 Preparation of Interim Financial Statements
   - 10 -




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##### Table of Contents



Certain Reclassifications
  Recent Accounting Pronouncements
 Disclosures
about Derivative Instruments and Hedging Activities
 Determination of the Useful Life of Intangible Assets Goodwill
and Other Intangible Assets
 New Accounting Standards
 The Fair Value Option
for Financial Assets and Financial Liabilities
 Fair Value Measurements
    - 11 -




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##### Table of Contents



Sale of non-core radio stations
 Accounting for the Impairment or Disposal of
Long-lived Assets
 Sale of the television business
  Summarized Financial Information of Discontinued Operations
  Post-merger
    
    Pre-mergerPeriod from
    
    
    
    
    
    Period fromPeriod from July 31
    
    January 1
    
    Nine Months ended
    
    July 1
    
    Three Months endedthrough September 30,
    
    through July 30,
    
    September 30
    
    through July 30,
    
    September 30,(In thousands)
    
    2008
    
    2008
    
    2007
    
    2008
    
    2007Revenue
    
    $
    251
    
    
    $
    74,783
    
    
    $
    344,190
    
    
    $
    929
    
    
    $
    106,461Income before
income taxes
    
    $
    16
    
    
    $
    702,698
    
    
    $
    84,860
    
    
    $
    2,697
    
    
    $
    36,653
    - 12 -




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##### Table of Contents



Post-merger
    
    
    Pre-mergerSeptember 30,
    
    
    December 31,(In thousands)
    
    2008
    
    
    2007AssetsAccounts receivable, net
    
    $
    
    
    
    $
    76,426Other current assets
    
    
    
    
    
    
    19,641Total current assets
    
    $
    
    
    
    $
    96,067Land, buildings and improvements
    
    $
    3,232
    
    
    $
    73,138Transmitter and studio equipment
    
    
    2,747
    
    
    
    207,230Other property, plant and equipment
    
    
    254
    
    
    
    22,781Less accumulated depreciation
    
    
    
    
    
    
    138,425Property, plant and equipment, net
    
    $
    6,233
    
    
    $
    164,724Definite-lived intangibles, net
    
    $
    
    
    
    $
    283Licenses
    
    
    9,214
    
    
    
    107,910Goodwill
    
    
    
    
    
    
    111,529Total intangible assets
    
    $
    9,214
    
    
    $
    219,722Film rights
    
    $
    
    
    
    $
    18,042Other long-term assets
    
    
    3,289
    
    
    
    8,338Total other assets
    
    $
    3,289
    
    
    $
    26,380LiabilitiesAccounts payable and
accrued expenses
    
    $
    
    
    
    $
    10,565Film liability
    
    
    
    
    
    
    18,027Other current liabilities
    
    
    
    
    
    
    8,821Total current liabilities
    
    $
    
    
    
    $
    37,413Film liability
    
    $
    
    
    
    $
    19,902Other long-term liabilities
    
    
    
    
    
    
    34,428Total long-term liabilities
    
    $
    
    
    
    $
    54,330
  Definite-lived intangible assets
   Post-merger
    
    
    Pre-mergerSeptember 30, 2008
    
    
    December 31, 2007Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    Accumulated(In thousands)
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationTransit, street
furniture, and other
outdoor contractual
rights
    
    $
    654,937
    
    
    $
    20,482
    
    
    $
    867,283
    
    
    $
    613,897Talent contracts
    
    
    74,475
    
    
    
    7,197
    
    
    
    
    
    
    
    Representation contracts
    
    
    211,213
    
    
    
    7,580
    
    
    
    400,316
    
    
    
    212,403Other
    
    
    241,753
    
    
    
    2,024
    
    
    
    84,004
    
    
    
    39,433Total
    
    $
    1,182,378
    
    
    $
    37,283
    
    
    $
    1,351,603
    
    
    $
    865,733
  - 13 -




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##### Table of Contents



(In thousands)2009
    
    $
    213,6292010
    
    
    164,4412011
    
    
    119,3482012
    
    
    99,0212013
    
    
    76,089
  Indefinite-lived Intangibles
    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
 - 14 -




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##### Table of Contents



Americas
    
    
    International(In thousands)
    
    Radio
    
    
    Outdoor
    
    
    Outdoor
    
    
    Other
    
    
    TotalPost-mergerBalances at July 31, 2008
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Preliminary purchase price allocation
    
    
    6,335,220
    
    
    
    2,805,780
    
    
    
    603,712
    
    
    
    60,115
    
    
    
    9,804,827Balance as of September 30, 2008
    
    $
    6,335,220
    
    
    $
    2,805,780
    
    
    $
    603,712
    
    
    $
    60,115
    
    
    $
    9,804,827
    Post-merger
    
    
    Pre-mergerSeptember 30,
    
    
    December 31,(In thousands)
    
    2008
    
    
    2007Senior Secured Credit Facilities:Term loan A
    
    $
    1,331,500
    
    
    $
    Term loan B
    
    
    10,700,000
    
    
    
    Term loan C
    
    
    695,879
    
    
    
    Revolving Credit Facility
    
    
    165,000
    
    
    
    Delayed Draw Facility
    
    
    363,000
    
    
    
    Receivables Based Facility
    
    
    495,450
    
    
    
    Other Secured Long-term Debt
    
    
    6,943
    
    
    
    8,297Total Consolidated Secured Debt
    
    
    13,757,772
    
    
    
    8,297
 - 15 -




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##### Table of Contents



Post-merger
    
    
    Pre-mergerSeptember 30,
    
    
    December 31,(In thousands)
    
    2008
    
    
    2007Senior Cash Pay Notes
    
    
    980,000
    
    
    
    Senior Toggle Notes
    
    
    1,330,000
    
    
    
    Clear Channel Senior Notes:6.25% Senior Notes Due 2011
    
    
    750,000
    
    
    
    750,0004.625% Senior Notes Due 2008
    
    
    
    
    
    
    500,0006.625% Senior Notes Due 2008
    
    
    
    
    
    
    125,0004.25% Senior Notes Due 2009
    
    
    500,000
    
    
    
    500,0007.65% Senior Notes Due 2010
    
    
    386,084
    
    
    
    750,0004.5% Senior Notes Due 2010
    
    
    250,000
    
    
    
    250,0004.4% Senior Notes Due 2011
    
    
    250,000
    
    
    
    250,0005.0% Senior Notes Due 2012
    
    
    300,000
    
    
    
    300,0005.75% Senior Notes Due 2013
    
    
    500,000
    
    
    
    500,0005.5% Senior Notes Due 2014
    
    
    750,000
    
    
    
    750,0004.9% Senior Notes Due 2015
    
    
    250,000
    
    
    
    250,0005.5% Senior Notes Due 2016
    
    
    250,000
    
    
    
    250,0006.875% Senior Debentures Due 2018
    
    
    175,000
    
    
    
    175,0007.25% Senior Debentures Due 2027
    
    
    300,000
    
    
    
    300,000Subsidiary level notes
    
    
    5,662
    
    
    
    644,860Other long-term debt
    
    
    72,780
    
    
    
    97,822$1.75 billion multi-currency revolving credit facility
    
    
    
    
    
    
    174,619Purchase accounting adjustments and original issue (discount) premium
    
    
    (1,205,049
    )
    
    
    (11,849
    )Fair value adjustments related to interest rate swaps
    
    
    
    
    
    
    11,43819,602,249
    
    
    
    6,575,187Less: current portion
    
    
    567,167
    
    
    
    1,360,199Total long-term debt
    
    $
    19,035,082
    
    
    $
    5,214,988
   
    
    a $1.33 billion term loan A facility, with a maturity of six years;
    
    a $10.7 billion term loan B facility with a maturity of seven years and six months;
    
    a $695.9 million term loan C  asset sale facility, with a maturity of seven years and six months;
    
    a $750.0 million delayed draw term loan facility with a maturity of seven years
and six months which may be drawn to purchase or redeem Clear Channels outstanding
7.65% senior notes due 2010, of which $363.0 million was drawn as of September 30, 2008;
    
    a $500.0 million delayed draw term loan facility with a maturity of seven years
and six months may be drawn to purchase or redeem Clear Channels outstanding 4.25%
senior notes due 2009, of which none was drawn as of September 30, 2008;
    
    a $2.0 billion revolving credit facility with a maturity of six years, including
a letter of credit sub-facility and a swingline loan sub-facility. At September 30,
2008, the outstanding balance on this facility was $165.0 million and, taking into
account letters of credit of $301.2 million, $1.5 billion was available for future
borrowings;
    
    a $783.5 million receivables based credit facility providing revolving credit
commitments in an amount equal to the initial borrowing of $533.5 million on the merger
closing date plus $250 million, subject to a borrowing base, of which $495.5 million was
drawn as of September 30, 2008; and
    
    $980.0 million aggregate principal amount of 10.75% senior cash pay notes due
2016 and $1.33 billion aggregate principal amount of 11.00%/11.75% senior toggle notes
due 2016.
  - 16 -




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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 the Companys leverage ratio
of total debt to EBITDA decreases below 7 to 1; and
    
    with respect to loans under the term loan B facility, term loan C  asset sale
facility and delayed draw term loan facilities, (i) 2.65% in the case of base rate loans
and (ii) 3.65% in the case of Eurocurrency rate loans subject to downward adjustments if
the Companys leverage ratio of total debt to EBITDA decreases below 7 to 1.
   
    
    50% (which percentage will be reduced to 25% and to 0% based upon the Companys
leverage ratio) of the Companys annual excess cash flow (as calculated in accordance
with the senior secured credit facilities), less any voluntary prepayments of term loans
and revolving credit loans (to the extent accompanied by a permanent reduction of the
commitment) and subject to customary credits;
    
    100% (which percentage will be reduced to 75% and 50% based upon the Companys
leverage ratio) of the net cash proceeds of sales or other dispositions by the Company
or its wholly-owned restricted subsidiaries (including casualty and condemnation events)
of assets subject to reinvestment rights and certain other exceptions; and
    
    100% of the net cash proceeds of any incurrence of certain debt, other than debt
permitted under the senior secured credit facilities.
    
    
    the term loan A facility will amortize in quarterly installments commencing on
the first interest payment date after the second anniversary of the closing date of the
merger in annual amounts equal to 5% of the original funded principal amount of such
facility in years three and four, 10% thereafter, with the balance being payable on the
final maturity date of such term loans; and
    
    the term loan B facility, term loan C  asset sale facility and delayed draw term
loan facilities will amortize in quarterly installments on the first interest payment
date after the third anniversary of the closing date of the merger, in annual amounts
equal to 2.5% of the original funded principal amount of such facilities in years four
and five and 1% thereafter, with the balance being payable on the final maturity date of
such term loans.
  - 17 -




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##### Table of Contents




    
    a first-priority lien on the capital stock of Clear Channel;
    
    100% of the capital stock of any future material wholly-owned domestic license
subsidiary that is not a Restricted Subsidiary under the indenture governing the Clear
Channel senior notes;
    
    certain assets that do not constitute principal property (as defined in the
indenture governing the Clear Channel senior notes);
    
    certain assets that constitute principal property (as defined in the indenture
governing the Clear Channel senior notes) securing obligations under the senior secured
credit facilities up to the maximum amount permitted to be secured by such assets
without requiring equal and ratable security under the indenture governing the Clear
Channel senior notes; and
    
    a second-priority lien on the accounts receivable and related assets securing our
receivables based credit facility.
    
    
    incur additional indebtedness;
    
    create liens on assets;
    
    engage in mergers, consolidations, liquidations and dissolutions;
    
    sell assets;
    
    pay dividends and distributions or repurchase its capital stock;
    
    make investments, loans, or advances;
    
    prepay certain junior indebtedness;
    
    engage in certain transactions with affiliates;
    
    amend material agreements governing certain junior indebtedness; and
    
    change its lines of business.
  Receivables Based Credit Facility
  - 18 -




---



##### Table of Contents



Senior Notes
     - 19 -




---



##### Table of Contents



Subsidiary Level Notes
  Debt Maturities and Tender Offer
     Guarantees, Letters of Credit and Surety Bonds
    Other
   (In thousands)2008 (1)
    
    $
    65,9742009
    
    
    513,2722010
    
    
    669,8212011
    
    
    1,214,0082012
    
    
    694,236Thereafter
    
    
    17,649,987Total (2)
    
    $
    20,807,298
 
 (1)
    
    Represents debt maturing in the fourth quarter of 2008.(2)
    
    Excludes a negative purchase accounting fair value adjustment of $1.2 billion, which
is amortized through interest expense over the life of the underlying debt obligations. - 20 -




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##### Table of Contents



Acquisitions
   Disposition of Asset
    Disposition of Derivatives and American Tower Corporation Shares (AMT)
    Divestiture Trusts
 Consolidation of Variable Interest Entities
 Legal Proceedings
  - 21 -




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##### Table of Contents



Effective Tax Rate
        - 22 -




---



##### Table of Contents



Share-Based Payments
     (In thousands, except per share data)
    
    Options
    
    PriceOutstanding, January 1, 2008
    
    
    30,643
    
    
    $
    43.56Granted
    
    
    0
    
    
    
    n/aExercised (a)
    
    
    (438
    )
    
    
    30.85Forfeited
    
    
    (298
    )
    
    
    31.47Expired
    
    
    (22,330
    )
    
    
    47.61Settled at merger (b)
    
    
    (5,658
    )
    
    
    32.16Converted into options in the Company
    
    
    (1,919
    )
    
    
    34.82Outstanding, July 30, 2008
    
    
    0
    
    
    
    n/a
 
 (a)
    
    Cash received from option exercises during the pre-merger period from January 1 through July
30, 2008 was $13.5 million, and Clear Channel received an income tax benefit of $0.9 million
relating to the options exercised during the pre-merger period from
January 1 through July 30, 2008. The total intrinsic value of options exercised during the
pre-merger period from January 1 through July 30, 2008 was $1.7 million.(b)
    
    Clear Channel received an income tax benefit of $8.1 million relating to the options settled
upon the closing of the merger. - 23 -




---



##### Table of Contents



Weighted AverageGrant Date(In thousands, except per share data)
    
    Options
    
    Fair ValueUnvested, January 1, 2008
    
    
    6,817
    
    
    $
    10.80Granted
    
    
    0
    
    
    
    n/aVested (a)
    
    
    (6,519
    )
    
    
    10.81Forfeited
    
    
    (298
    )
    
    
    8.33Unvested, July 30, 2008
    
    
    0
    
    
    
    n/a
 
 (a)
    
    The total fair value of shares vested during the pre-merger period from January 1 through
July 30, 2008 was $71.2 million. Upon closing of the merger, 4.1 million Clear Channel
unvested stock options became vested. As a result, Clear Channel recorded $12.9 million in
non-cash compensation expense on July 30, 2008.  Expected volatility
    
    
    58%Expected life in years
    
    
    5.5  7.5Risk-free interest rate
    
    
    3.46%  3.83%Dividend yield
    
    
    0%
  Weighted Average
    
    AggregateRemaining
    
    Intrinsic(In thousands, except per share data)
    
    Options
    
    Price
    
    Contractual Term
    
    ValueClear Channel options converted
    
    
    406
    
    
    $
    30.42Granted (a)
    
    
    7,417
    
    
    
    36.00Exercised
    
    
    0
    
    
    
    n/aForfeited
    
    
    (24
    )
    
    
    36.00Expired
    
    
    (7
    )
    
    
    49.36Outstanding, September 30, 2008
    
    
    7,792
    
    
    
    35.70
    
    
    9.5 years
    
    $
    848Exercisable
    
    
    399
    
    
    
    30.10
    
    
    4.0 years
    
    $
    848Expect to Vest
    
    
    3,143
    
    
    
    36.00
    
    
    9.8 years
    
    $
    0
 
 (a)
    
    The weighted average grant date fair value of shares of this grant was $21.86. Non-cash
compensation expense has not been recorded with respect to 4.3 million shares of this grant as
the vesting is subject to performance conditions that have not yet been determined probable to
meet. - 24 -




---



##### Table of Contents



(In thousands, except per share data)
    
    OptionsGranted
    
    
    7,417Vested
    
    
    0Forfeited
    
    
    (24
    )Unvested, September 30, 2008
    
    
    7,393
 Restricted Stock Awards
    (In thousands, except per share data)
    
    Awards
    
    PriceOutstanding, January 1, 2008
    
    
    3,301
    
    
    $
    34.52Granted
    
    
    0
    
    
    
    n/aVested (restriction lapsed) (a)
    
    
    (470
    )
    
    
    36.58Forfeited
    
    
    (138
    )
    
    
    33.60Settled at merger (b)
    
    
    (1,876
    )
    
    
    32.53Converted into restricted stock of the Company
    
    
    (817
    )
    
    
    38.06Outstanding, July 30, 2008
    
    
    0
    
    
    
    n/a
 
 (a)
    
    Clear Channel received an income tax benefit of $6.5 million relating to restricted shares
that vested during the pre-merger period from January 1 through July 30, 2008.(b)
    
    Upon closing of the merger, 1.9 million shares of Clear Channel restricted stock became
vested. As a result, Clear Channel recorded $26.3 million in non-cash compensation on July
30, 2008. Clear Channel received an income tax benefit of $25.4 million relating to the
restricted shares settled upon closing of the merger.  - 25 -




---



##### Table of Contents



(In thousands, except per share data)
    
    Awards
    
    PriceClear Channel restricted stock converted
    
    
    817
    
    
    $
    36.00Granted
    
    
    1,111
    
    
    
    36.00Vested (restriction lapsed)
    
    
    (1
    )
    
    
    36.00Forfeited
    
    
    (24
    )
    
    
    36.00Outstanding, September 30, 2008
    
    
    1,903
    
    
    
    36.00
 Unrecognized share-based compensation cost
     Corporate,Merger andAmericas
    
    
    International
    
    
    
    
    
    
    Gain onRadio
    
    
    Outdoor
    
    
    Outdoor
    
    
    
    
    
    
    disposition of(In thousands)
    
    Broadcasting
    
    
    Advertising
    
    
    Advertising
    
    
    Other
    
    
    assets - net
    
    
    Eliminations
    
    
    ConsolidatedPost-Merger Period from July 31, 2008 through September 30, 2008Revenue
    
    $
    567,057
    
    
    $
    245,239
    
    
    $
    296,460
    
    
    $
    38,590
    
    
    $
    3⁄4
    
    
    $
    (19,210
    )
    
    $
    1,128,136Direct operating expenses
    
    
    159,355
    
    
    
    109,209
    
    
    
    195,554
    
    
    
    17,909
    
    
    
    3⁄4
    
    
    
    (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
    
    
    
    
    
    
    
    33,395Gain on disposition of
assets  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    842
    
    
    
    
    
    
    
    842Operating income (loss)
    
    $
    197,786
    
    
    $
    58,210
    
    
    $
    4,536
    
    
    $
    (4,155
    )
    
    $
    (34,141
    )
    
    $
    
    
    
    $
    222,236Intersegment revenues
    
    $
    7,132
    
    
    $
    2,113
    
    
    $
    
    
    
    $
    9,965
    
    
    $
    3⁄4
    
    
    $
    
    
    
    $
    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
 - 26 -




---



##### Table of Contents



Corporate,Merger andAmericas
    
    
    International
    
    
    
    
    
    
    Gain onRadio
    
    
    Outdoor
    
    
    Outdoor
    
    
    
    
    
    
    disposition of(In thousands)
    
    Broadcasting
    
    
    Advertising
    
    
    Advertising
    
    
    Other
    
    

assets
 net
    
    
    Eliminations
    
    
    ConsolidatedPre-Merger
Period from January 1, 2008 through July 30, 2008Revenue
    
    $
    1,937,980
    
    
    $
    842,831
    
    
    $
    1,119,232
    
    
    $
    111,990
    
    
    $
    3⁄4
    
    
    $
    (60,291
    )
    
    $
    3,951,742Direct operating expenses
    
    
    570,234
    
    
    
    370,924
    
    
    
    748,508
    
    
    
    46,490
    
    
    
    3⁄4
    
    
    
    (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
    
    
    
    3⁄4
    
    
    
    348,789Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    125,669
    
    
    
    
    
    
    
    125,669Merger expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    87,684
    
    
    
    
    
    
    
    87,684Gain on disposition of
assets  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
    
    
    $
    3⁄4
    
    
    $
    3⁄4
    
    
    $
    60,291Identifiable assets
    
    $
    11,667,570
    
    
    $
    2,876,051
    
    
    $
    2,704,889
    
    
    $
    558,638
    
    
    $
    656,616
    
    
    $
    3⁄4
    
    
    $
    18,463,764Capital expenditures
    
    $
    37,004
    
    
    $
    82,672
    
    
    $
    116,450
    
    
    $
    1,609
    
    
    $
    2,467
    
    
    $
    3⁄4
    
    
    $
    240,202Share-based payments
    
    $
    34,386
    
    
    $
    5,453
    
    
    $
    1,370
    
    
    $
    1,166
    
    
    $
    20,348
    
    
    $
    3⁄4
    
    
    $
    62,723Pre-Merger Nine months ended September 30, 2007Revenue
    
    $
    2,654,807
    
    
    $
    1,080,219
    
    
    $
    1,264,891
    
    
    $
    153,540
    
    
    $
    3⁄4
    
    
    $
    (95,023
    )
    
    $
    5,058,434Direct operating expenses
    
    
    727,248
    
    
    
    427,138
    
    
    
    830,682
    
    
    
    57,303
    
    
    
    3⁄4
    
    
    
    (48,556
    )
    
    
    1,993,815Selling, general and
administrative expenses
    
    
    875,331
    
    
    
    167,004
    
    
    
    226,314
    
    
    
    72,693
    
    
    
    
    
    
    
    (46,467
    )
    
    
    1,294,875Depreciation and
amortization
    
    
    82,967
    
    
    
    140,885
    
    
    
    152,731
    
    
    
    31,875
    
    
    
    12,186
    
    
    
    3⁄4
    
    
    
    420,644Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    138,234
    
    
    
    
    
    
    
    138,234Merger expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,372
    
    
    
    
    
    
    
    6,372Gain on disposition of
assets  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,621
    
    
    
    
    
    
    
    11,621Operating income (loss)
    
    $
    969,261
    
    
    $
    345,192
    
    
    $
    55,164
    
    
    $
    (8,331
    )
    
    $
    (145,171
    )
    
    $
    
    
    
    $
    1,216,115Intersegment revenues
    
    $
    38,555
    
    
    $
    9,489
    
    
    $
    
    
    
    $
    46,979
    
    
    $
    3⁄4
    
    
    $
    3⁄4
    
    
    $
    95,023Identifiable assets
    
    $
    11,798,714
    
    
    $
    2,816,825
    
    
    $
    2,542,316
    
    
    $
    741,662
    
    
    $
    327,118
    
    
    $
    3⁄4
    
    
    $
    18,226,635Capital expenditures
    
    $
    52,928
    
    
    $
    76,795
    
    
    $
    88,361
    
    
    $
    3⁄4
    
    
    $
    6,125
    
    
    $
    3⁄4
    
    
    $
    224,209Share-based payments
    
    $
    16,751
    
    
    $
    5,451
    
    
    $
    1,168
    
    
    $
    
    
    
    $
    9,150
    
    
    $
    3⁄4
    
    
    $
    32,520
 - 27 -




---



##### Table of Contents



Corporate,Merger andAmericas
    
    
    International
    
    
    
    
    
    
    Gain onRadio
    
    
    Outdoor
    
    
    Outdoor
    
    
    
    
    
    
    disposition of(In thousands)
    
    Broadcasting
    
    
    Advertising
    
    
    Advertising
    
    
    Other
    
    

assets
 net
    
    
    Eliminations
    
    
    ConsolidatedPost-Merger Period from July 31, 2008 through September 30, 2008Revenue
    
    $
    567,057
    
    
    $
    245,239
    
    
    $
    296,460
    
    
    $
    38,590
    
    
    $
    3⁄4
    
    
    $
    (19,210
    )
    
    $
    1,128,136Direct operating expenses
    
    
    159,355
    
    
    
    109,209
    
    
    
    195,554
    
    
    
    17,909
    
    
    
    3⁄4
    
    
    
    (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
    
    
    
    3⁄4
    
    
    
    108,140Corporate expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,395
    
    
    
    
    
    
    
    33,395Gain on disposition of
assets  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    842
    
    
    
    
    
    
    
    842Operating income (loss)
    
    $
    197,786
    
    
    $
    58,210
    
    
    $
    4,536
    
    
    $
    (4,155
    )
    
    $
    (34,141
    )
    
    $
    
    
    
    $
    222,236Intersegment revenues
    
    $
    7,132
    
    
    $
    2,113
    
    
    $
    
    
    
    $
    9,965
    
    
    $
    3⁄4
    
    
    $
    3⁄4
    
    
    $
    19,210Identifiable assets
    
    $
    14,733,618
    
    
    $
    8,697,963
    
    
    $
    2,775,598
    
    
    $
    739,642
    
    
    $
    600,553
    
    
    $
    3⁄4
    
    
    $
    27,547,374Capital expenditures
    
    $
    8,967
    
    
    $
    23,317
    
    
    $
    15,504
    
    
    $
    596
    
    
    $
    553
    
    
    $
    3⁄4
    
    
    $
    48,937Share-based payments
    
    $
    1,298
    
    
    $
    1,236
    
    
    $
    339
    
    
    $
    42
    
    
    $
    3,624
    
    
    $
    3⁄4
    
    
    $
    6,539Pre-Merger Period from July 1, 2008 through July 30, 2008Revenue
    
    $
    276,886
    
    
    $
    124,491
    
    
    $
    147,185
    
    
    $
    15,156
    
    
    $
    3⁄4
    
    
    $
    (7,261
    )
    
    $
    556,457Direct operating expenses
    
    
    93,408
    
    
    
    53,659
    
    
    
    104,695
    
    
    
    8,571
    
    
    
    3⁄4
    
    
    
    (3,666
    )
    
    
    256,667Selling, general and
administrative expenses
    
    
    96,919
    
    
    
    20,197
    
    
    
    29,005
    
    
    
    7,818
    
    
    
    3⁄4
    
    
    
    (3,595
    )
    
    
    150,344Depreciation
and amortization
    
    
    10,154
    
    
    
    17,637
    
    
    
    20,146
    
    
    
    4,661
    
    
    
    1,725
    
    
    
    3⁄4
    
    
    
    54,323Corporate expenses
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    31,392
    
    
    
    3⁄4
    
    
    
    31,392Merger expenses
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    79,839
    
    
    
    3⁄4
    
    
    
    79,839Gain on disposition of
assets  net
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    (4,624
    )
    
    
    3⁄4
    
    
    
    (4,624
    )Operating income (loss)
    
    $
    76,405
    
    
    $
    32,998
    
    
    $
    (6,661
    )
    
    $
    (5,894
    )
    
    $
    (117,580
    )
    
    $
    3⁄4
    
    
    $
    (20,732
    )Intersegment revenues
    
    $
    2,691
    
    
    $
    322
    
    
    $
    3⁄4
    
    
    $
    4,248
    
    
    $
    3⁄4
    
    
    $
    3⁄4
    
    
    $
    7,261Identifiable assets
    
    $
    11,667,570
    
    
    $
    2,876,051
    
    
    $
    2,704,889
    
    
    $
    558,638
    
    
    $
    656,616
    
    
    $
    3⁄4
    
    
    $
    18,463,764Share-based payments
    
    $
    25,071
    
    
    $
    1,152
    
    
    $
    291
    
    
    $
    1,166
    
    
    $
    14,661
    
    
    $
    3⁄4
    
    
    $
    42,341Pre-Merger Three months ended September 30, 2007Revenue
    
    $
    909,643
    
    
    $
    386,353
    
    
    $
    431,188
    
    
    $
    55,352
    
    
    $
    3⁄4
    
    
    $
    (31,371
    )
    
    $
    1,751,165Direct operating expenses
    
    
    250,049
    
    
    
    147,339
    
    
    
    287,133
    
    
    
    19,770
    
    
    
    3⁄4
    
    
    
    (14,610
    )
    
    
    689,681Selling, general and
administrative expenses
    
    
    292,680
    
    
    
    56,636
    
    
    
    74,592
    
    
    
    24,219
    
    
    
    3⁄4
    
    
    
    (16,761
    )
    
    
    431,366Depreciation
and amortization
    
    
    24,817
    
    
    
    47,692
    
    
    
    52,101
    
    
    
    11,092
    
    
    
    3,948
    
    
    
    3⁄4
    
    
    
    139,650Corporate expenses
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    47,040
    
    
    
    3⁄4
    
    
    
    47,040Merger expenses
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    2,002
    
    
    
    3⁄4
    
    
    
    2,002Gain on disposition of
assets  net
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    678
    
    
    
    3⁄4
    
    
    
    678Operating income (loss)
    
    $
    342,097
    
    
    $
    134,686
    
    
    $
    17,362
    
    
    $
    271
    
    
    $
    (52,312
    )
    
    $
    3⁄4
    
    
    $
    442,104Intersegment revenues
    
    $
    10,904
    
    
    $
    2,755
    
    
    $
    3⁄4
    
    
    $
    17,712
    
    
    $
    3⁄4
    
    
    $
    3⁄4
    
    
    $
    31,371Share-based payments
    
    $
    5,610
    
    
    $
    1,859
    
    
    $
    398
    
    
    $
    3⁄4
    
    
    $
    3,068
    
    
    $
    3⁄4
    
    
    $
    10,935
  - 28 -




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##### Table of Contents



- 29 -




---



##### Table of Contents



September 30, 2008Guarantor
    
    
    Non-Guarantor(In thousands)
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedCash and cash equivalents
    
    $
    154,583
    
    
    $
    89,166
    
    
    $
    
    
    
    $
    243,749Accounts receivable, net of allowance
    
    
    712,415
    
    
    
    883,234
    
    
    
    
    
    
    
    1,595,649Intercompany receivables
    
    
    
    
    
    
    387,152
    
    
    
    (387,152
    )
    
    
    Prepaid expenses
    
    
    64,924
    
    
    
    88,830
    
    
    
    
    
    
    
    153,754Other current assets
    
    
    90,065
    
    
    
    165,856
    
    
    
    
    
    
    
    255,921Total Current Assets
    
    
    1,021,987
    
    
    
    1,614,238
    
    
    
    (387,152
    )
    
    
    2,249,073Property, plant and equipment, net
    
    
    879,228
    
    
    
    2,588,739
    
    
    
    
    
    
    
    3,467,967Property, plant and equipment from discontinued
operations, net
    
    
    6,233
    
    
    
    
    
    
    
    
    
    
    
    6,233Definite-lived intangibles, net
    
    
    312,019
    
    
    
    833,076
    
    
    
    
    
    
    
    1,145,095Indefinite-lived intangibles  licenses
    
    
    6,608,427
    
    
    
    
    
    
    
    
    
    
    
    6,608,427Indefinite-lived intangibles  permits
    
    
    
    
    
    
    3,194,400
    
    
    
    
    
    
    
    3,194,400Goodwill
    
    
    6,375,811
    
    
    
    3,429,016
    
    
    
    
    
    
    
    9,804,827Intangible assets from discontinued operations, net
    
    
    9,214
    
    
    
    
    
    
    
    
    
    
    
    9,214Notes receivable
    
    
    8,892
    
    
    
    3,170
    
    
    
    
    
    
    
    12,062Intercompany notes receivable
    
    
    2,500,000
    
    
    
    
    
    
    
    (2,500,000
    )
    
    
    Investments in, and advances to, nonconsolidated
affiliates
    
    
    
    
    
    
    397,721
    
    
    
    
    
    
    
    397,721Investment in subsidiaries
    
    
    6,942,706
    
    
    
    
    
    
    
    (6,942,706
    )
    
    
    Other assets
    
    
    449,962
    
    
    
    125,855
    
    
    
    
    
    
    
    575,817Other investments
    
    
    28,326
    
    
    
    63,660
    
    
    
    
    
    
    
    91,986Other assets from discontinued operations
    
    
    3,289
    
    
    
    
    
    
    
    
    
    
    
    3,289Total Assets
    
    $
    25,146,094
    
    
    $
    12,249,875
    
    
    $
    (9,829,858
    )
    
    $
    27,566,111Accounts payable
    
    $
    25,191
    
    
    $
    93,423
    
    
    $
    
    
    
    $
    118,614Accrued expenses
    
    
    248,992
    
    
    
    486,744
    
    
    
    
    
    
    
    735,736Accrued interest
    
    
    103,296
    
    
    
    321
    
    
    
    
    
    
    
    103,617Intercompany payable
    
    
    387,152
    
    
    
    
    
    
    
    (387,152
    )
    
    
    Current portion of long-term debt
    
    
    494,228
    
    
    
    72,939
    
    
    
    
    
    
    
    567,167Deferred income
    
    
    48,821
    
    
    
    152,087
    
    
    
    
    
    
    
    200,908Total Current Liabilities
    
    
    1,307,680
    
    
    
    805,514
    
    
    
    (387,152
    )
    
    
    1,726,042Long-term debt
    
    
    19,032,310
    
    
    
    2,772
    
    
    
    
    
    
    
    19,035,082Intercompany long-term debt
    
    
    
    
    
    
    2,500,000
    
    
    
    (2,500,000
    )Deferred income taxes
    
    
    2,424,395
    
    
    
    1,571,231
    
    
    
    
    
    
    
    3,995,626Other long-term liabilities
    
    
    267,867
    
    
    
    210,051
    
    
    
    
    
    
    
    477,918Minority interest
    
    
    255,144
    
    
    
    217,601
    
    
    
    
    
    
    
    472,745Total shareholders equity
    
    
    1,858,698
    
    
    
    6,942,706
    
    
    
    (6,942,706
    )
    
    
    1,858,698Total Liabilities and Shareholders
Equity
    
    $
    25,146,094
    
    
    $
    12,249,875
    
    
    $
    (9,829,858
    )
    
    $
    27,566,111
 - 30 -




---



##### Table of Contents



December 31, 2007Guarantor
    
    
    Non-Guarantor(In thousands)
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedCash and cash equivalents
    
    $
    4,975
    
    
    $
    140,173
    
    
    $
    
    
    
    $
    145,148Accounts receivable, net of allowance
    
    
    762,932
    
    
    
    930,286
    
    
    
    
    
    
    
    1,693,218Intercompany receivables
    
    
    
    
    
    
    264,365
    
    
    
    (264,365
    )
    
    
    Prepaid expenses
    
    
    30,869
    
    
    
    86,033
    
    
    
    
    
    
    
    116,902Other current assets
    
    
    52,987
    
    
    
    190,261
    
    
    
    
    
    
    
    243,248Current assets from discontinued operations
    
    
    93,257
    
    
    
    2,810
    
    
    
    
    
    
    
    96,067Total Current Assets
    
    
    945,020
    
    
    
    1,613,928
    
    
    
    (264,365
    )
    
    
    2,294,583Property, plant and equipment, net
    
    
    804,670
    
    
    
    2,245,694
    
    
    
    
    
    
    
    3,050,364Property, plant and equipment from discontinued
operations, net
    
    
    164,672
    
    
    
    52
    
    
    
    
    
    
    
    164,724Definite-lived intangibles, net
    
    
    228,552
    
    
    
    257,318
    
    
    
    
    
    
    
    485,870Indefinite-lived intangibles  licenses
    
    
    4,201,617
    
    
    
    
    
    
    
    
    
    
    
    4,201,617Indefinite-lived intangibles  permits
    
    
    
    
    
    
    251,988
    
    
    
    
    
    
    
    251,988Goodwill
    
    
    6,047,037
    
    
    
    1,163,079
    
    
    
    
    
    
    
    7,210,116Intangible assets from discontinued operations, net
    
    
    218,062
    
    
    
    1,660
    
    
    
    
    
    
    
    219,722Notes receivable
    
    
    8,962
    
    
    
    3,426
    
    
    
    
    
    
    
    12,388Intercompany notes receivable
    
    
    2,500,000
    
    
    
    
    
    
    
    (2,500,000
    )
    
    
    Investments in, and advances to, nonconsolidated
affiliates
    
    
    
    
    
    
    346,387
    
    
    
    
    
    
    
    346,387Investment in subsidiaries
    
    
    2,263,205
    
    
    
    
    
    
    
    (2,263,205
    )
    
    
    Other assets
    
    
    186,105
    
    
    
    117,686
    
    
    
    
    
    
    
    303,791Other investments
    
    
    236,606
    
    
    
    992
    
    
    
    
    
    
    
    237,598Other assets from discontinued operations
    
    
    26,380
    
    
    
    
    
    
    
    
    
    
    
    26,380Total Assets
    
    $
    17,830,888
    
    
    $
    6,002,210
    
    
    $
    (5,027,570
    )
    
    $
    18,805,528Accounts payable
    
    $
    25,692
    
    
    $
    139,841
    
    
    $
    
    
    
    $
    165,533Accrued expenses
    
    
    373,429
    
    
    
    539,236
    
    
    
    
    
    
    
    912,665Accrued interest
    
    
    97,527
    
    
    
    1,074
    
    
    
    
    
    
    
    98,601Accrued income taxes
    
    
    79,973
    
    
    
    
    
    
    
    
    
    
    
    79,973Intercompany payables
    
    
    264,365
    
    
    
    
    
    
    
    (264,365
    )
    
    
    Current portion of long-term debt
    
    
    1,273,100
    
    
    
    87,099
    
    
    
    
    
    
    
    1,360,199Deferred income
    
    
    34,391
    
    
    
    124,502
    
    
    
    
    
    
    
    158,893Current liabilities from discontinued operations
    
    
    37,211
    
    
    
    202
    
    
    
    
    
    
    
    37,413Total Current Liabilities
    
    
    2,185,688
    
    
    
    891,954
    
    
    
    (264,365
    )
    
    
    2,813,277Long-term debt
    
    
    5,120,066
    
    
    
    94,922
    
    
    
    
    
    
    
    5,214,988Intercompany long-term debt
    
    
    
    
    
    
    2,500,000
    
    
    
    (2,500,000
    )
    
    
    Other long-term obligations
    
    
    127,384
    
    
    
    
    
    
    
    
    
    
    
    127,384Deferred income taxes
    
    
    979,124
    
    
    
    (185,274
    )
    
    
    
    
    
    
    793,850Other long-term liabilities
    
    
    346,811
    
    
    
    221,037
    
    
    
    
    
    
    
    567,848Long-term liabilities from discontinued operations
    
    
    53,828
    
    
    
    502
    
    
    
    
    
    
    
    54,330Minority interest
    
    
    220,496
    
    
    
    215,864
    
    
    
    
    
    
    
    436,360Total shareholders equity
    
    
    8,797,491
    
    
    
    2,263,205
    
    
    
    (2,263,205
    )
    
    
    8,797,491Total Liabilities and Shareholders
Equity
    
    $
    17,830,888
    
    
    $
    6,002,210
    
    
    $
    (5,027,570
    )
    
    $
    18,805,528
 - 31 -




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##### Table of Contents



Period from July 31 through September 30, 2008Guarantor
    
    
    Non-Guarantor(In thousands)
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedRevenue
    
    $
    581,832
    
    
    $
    546,304
    
    
    $
    
    
    
    $
    1,128,136Operating expenses:Direct operating expenses
    
    
    172,955
    
    
    
    300,783
    
    
    
    
    
    
    
    473,738Selling, general and administrative expenses
    
    
    190,254
    
    
    
    101,215
    
    
    
    
    
    
    
    291,469Depreciation and amortization
    
    
    26,988
    
    
    
    81,152
    
    
    
    
    
    
    
    108,140Corporate expenses
    
    
    22,164
    
    
    
    11,231
    
    
    
    
    
    
    
    33,395Gain
(loss) on disposition of assets  net
    
    
    (686
    )
    
    
    1,528
    
    
    
    
    
    
    
    842Operating income (loss)
    
    
    168,785
    
    
    
    53,451
    
    
    
    
    
    
    
    222,236Interest (income) expense
    
    
    251,869
    
    
    
    29,610
    
    
    
    
    
    
    
    281,479Equity in earnings of nonconsolidated affiliates
    
    
    19,673
    
    
    
    2,097
    
    
    
    (19,673
    )
    
    
    2,097Other income
(expense)  net
    
    
    (15,485
    )
    
    
    4,571
    
    
    
    
    
    
    
    (10,914
    )Income before income taxes, minority interest
and discontinued operations
    
    
    (78,896
    )
    
    
    30,509
    
    
    
    (19,673
    )
    
    
    (68,060
    )Income tax benefit (expense)
    
    
    38,494
    
    
    
    (5,285
    )
    
    
    
    
    
    
    33,209Minority interest expense, net of tax
    
    
    3,317
    
    
    
    5,551
    
    
    
    
    
    
    
    8,868Income (loss) before discontinued operations
    
    
    (43,719
    )
    
    
    19,673
    
    
    
    (19,673
    )
    
    
    (43,719
    )Income (loss) from discontinued operations, net
    
    
    (1,013
    )
    
    
    
    
    
    
    
    
    
    
    (1,013
    )Net income (loss)
    
    $
    (44,732
    )
    
    $
    19,673
    
    
    $
    (19,673
    )
    
    $
    (44,732
    )
  Period from January 1 through July 30, 2008Guarantor
    
    
    Non-Guarantor(In thousands)
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedRevenue
    
    $
    1,973,478
    
    
    $
    1,978,264
    
    
    $
    
    
    
    $
    3,951,742Operating expenses:Direct operating expenses
    
    
    579,094
    
    
    
    1,127,005
    
    
    
    
    
    
    
    1,706,099Selling, general and administrative expenses
    
    
    670,772
    
    
    
    351,687
    
    
    
    
    
    
    
    1,022,459Depreciation and amortization
    
    
    100,675
    
    
    
    248,114
    
    
    
    
    
    
    
    348,789Corporate expenses
    
    
    86,305
    
    
    
    39,364
    
    
    
    
    
    
    
    125,669Merger expenses
    
    
    87,684
    
    
    
    
    
    
    
    
    
    
    
    87,684Gain on
disposition of assets  net
    
    
    3,849
    
    
    
    10,978
    
    
    
    
    
    
    
    14,827Operating income (loss)
    
    
    452,797
    
    
    
    223,072
    
    
    
    
    
    
    
    675,869Interest (income) expense
    
    
    124,557
    
    
    
    88,653
    
    
    
    
    
    
    
    213,210Gain (loss) on marketable securities
    
    
    34,262
    
    
    
    
    
    
    
    
    
    
    
    34,262Equity in earnings of nonconsolidated affiliates
    
    
    194,072
    
    
    
    94,215
    
    
    
    (194,072
    )
    
    
    94,215Other income
(expense)  net
    
    
    (17,603
    )
    
    
    12,491
    
    
    
    
    
    
    
    (5,112
    )Income before income taxes, minority interest
and discontinued operations
    
    
    538,971
    
    
    
    241,125
    
    
    
    (194,072
    )
    
    
    586,024Income tax benefit (expense)
    
    
    (120,464
    )
    
    
    (52,119
    )
    
    
    
    
    
    
    (172,583
    )Minority interest (income) expense, net of tax
    
    
    19,100
    
    
    
    (1,948
    )
    
    
    
    
    
    
    17,152Income (loss) before discontinued operations
    
    
    399,407
    
    
    
    190,954
    
    
    
    (194,072
    )
    
    
    396,289Income (loss) from discontinued operations, net
    
    
    637,118
    
    
    
    3,118
    
    
    
    
    
    
    
    640,236Net income (loss)
    
    $
    1,036,525
    
    
    $
    194,072
    
    
    $
    (194,072
    )
    
    $
    1,036,525
 - 32 -




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##### Table of Contents



Period from July 1 through July 30, 2008Guarantor
    
    
    Non-Guarantor(In thousands)
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedRevenue
    
    $
    282,465
    
    
    $
    273,992
    
    
    $
    
    
    
    $
    556,457Operating expenses:Direct operating expenses
    
    
    92,957
    
    
    
    163,710
    
    
    
    
    
    
    
    256,667Selling, general and administrative expenses
    
    
    104,457
    
    
    
    45,887
    
    
    
    
    
    
    
    150,344Depreciation and amortization
    
    
    16,469
    
    
    
    37,854
    
    
    
    
    
    
    
    54,323Corporate expenses
    
    
    26,081
    
    
    
    5,311
    
    
    
    
    
    
    
    31,392Merger expenses
    
    
    79,839
    
    
    
    
    
    
    
    
    
    
    
    79,839Gain (loss) on disposition of assets  net
    
    
    (7,130
    )
    
    
    2,506
    
    
    
    
    
    
    
    (4,624
    )Operating income (loss)
    
    
    (44,468
    )
    
    
    23,736
    
    
    
    
    
    
    
    (20,732
    )Interest (income) expense
    
    
    16,463
    
    
    
    14,569
    
    
    
    
    
    
    
    31,032Equity in earnings of nonconsolidated affiliates
    
    
    9,944
    
    
    
    2,180
    
    
    
    (9,944
    )
    
    
    2,180Other income (expense)  net
    
    
    (14,383
    )
    
    
    3,570
    
    
    
    
    
    
    
    (10,813
    )Income before income taxes, minority interest
and discontinued operations
    
    
    (65,370
    )
    
    
    14,917
    
    
    
    (9,944
    )
    
    
    (60,397
    )Income tax benefit (expense)
    
    
    22,948
    
    
    
    (3,813
    )
    
    
    
    
    
    
    19,135Minority interest (income) expense, net of tax
    
    
    (25
    )
    
    
    1,160
    
    
    
    
    
    
    
    1,135Income (loss) before discontinued operations
    
    
    (42,397
    )
    
    
    9,944
    
    
    
    (9,944
    )
    
    
    (42,397
    )Income (loss) from discontinued operations, net
    
    
    (3,058
    )
    
    
    
    
    
    
    
    
    
    
    (3,058
    )Net income (loss)
    
    $
    (45,455
    )
    
    $
    9,944
    
    
    $
    (9,944
    )
    
    $
    (45,455
    )
  Nine months ended September 30, 2007Guarantor
    
    
    Non-Guarantor(In thousands)
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedRevenue
    
    $
    2,694,674
    
    
    $
    2,363,760
    
    
    $
    
    
    
    $
    5,058,434Operating expenses:Direct operating expenses
    
    
    732,436
    
    
    
    1,261,379
    
    
    
    
    
    
    
    1,993,815Selling, general and administrative expenses
    
    
    888,581
    
    
    
    406,294
    
    
    
    
    
    
    
    1,294,875Depreciation and amortization
    
    
    126,430
    
    
    
    294,214
    
    
    
    
    
    
    
    420,644Corporate expenses
    
    
    93,298
    
    
    
    44,936
    
    
    
    
    
    
    
    138,234Merger expenses
    
    
    6,372
    
    
    
    
    
    
    
    
    
    
    
    6,372Gain on disposition of assets  net
    
    
    2,911
    
    
    
    8,710
    
    
    
    
    
    
    
    11,621Operating income (loss)
    
    
    850,468
    
    
    
    365,647
    
    
    
    
    
    
    
    1,216,115Interest (income) expense
    
    
    227,462
    
    
    
    120,063
    
    
    
    
    
    
    
    347,525Gain (loss) on marketable securities
    
    
    661
    
    
    
    
    
    
    
    
    
    
    
    661Equity in earnings of nonconsolidated affiliates
    
    
    160,591
    
    
    
    23,832
    
    
    
    (160,591
    )
    
    
    23,832Other income (expense)  net
    
    
    (2,911
    )
    
    
    1,836
    
    
    
    
    
    
    
    (1,075
    )Income before income taxes, minority interest
and discontinued operations
    
    
    781,347
    
    
    
    271,252
    
    
    
    (160,591
    )
    
    
    892,008Income tax benefit (expense)
    
    
    (200,865
    )
    
    
    (99,512
    )
    
    
    
    
    
    
    (300,377
    )Minority interest expense, net of tax
    
    
    15,727
    
    
    
    11,480
    
    
    
    
    
    
    
    27,207Income (loss) before discontinued operations
    
    
    564,755
    
    
    
    160,260
    
    
    
    (160,591
    )
    
    
    564,424Income (loss) from discontinued operations, net
    
    
    53,193
    
    
    
    331
    
    
    
    
    
    
    
    53,524Net income (loss)
    
    $
    617,948
    
    
    $
    160,591
    
    
    $
    (160,591
    )
    
    $
    617,948
 - 33 -




---



##### Table of Contents



Three months ended September 30, 2007Guarantor
    
    
    Non-Guarantor(In thousands)
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedRevenue
    
    $
    927,313
    
    
    $
    823,852
    
    
    $
    
    
    
    $
    1,751,165Operating expenses:Direct operating expenses
    
    
    254,037
    
    
    
    435,644
    
    
    
    
    
    
    
    689,681Selling, general and administrative expenses
    
    
    295,703
    
    
    
    135,663
    
    
    
    
    
    
    
    431,366Depreciation and amortization
    
    
    39,632
    
    
    
    100,018
    
    
    
    
    
    
    
    139,650Corporate expenses
    
    
    30,718
    
    
    
    16,322
    
    
    
    
    
    
    
    47,040Merger expenses
    
    
    2,002
    
    
    
    
    
    
    
    
    
    
    
    2,002Gain on
disposition of assets  net
    
    
    264
    
    
    
    414
    
    
    
    
    
    
    
    678Operating income (loss)
    
    
    305,485
    
    
    
    136,619
    
    
    
    
    
    
    
    442,104Interest (income) expense
    
    
    72,856
    
    
    
    40,170
    
    
    
    
    
    
    
    113,026Gain (loss) on marketable securities
    
    
    676
    
    
    
    
    
    
    
    
    
    
    
    676Equity in earnings of nonconsolidated affiliates
    
    
    61,789
    
    
    
    7,133
    
    
    
    (61,789
    )
    
    
    7,133Other income
(expense)  net
    
    
    (2,964
    )
    
    
    1,561
    
    
    
    
    
    
    
    (1,403
    )Income before income taxes, minority interest
and discontinued operations
    
    
    292,130
    
    
    
    105,143
    
    
    
    (61,789
    )
    
    
    335,484Income tax benefit (expense)
    
    
    (32,482
    )
    
    
    (37,643
    )
    
    
    
    
    
    
    (70,125
    )Minority interest expense, net of tax
    
    
    6,183
    
    
    
    5,778
    
    
    
    
    
    
    
    11,961Income (loss) before discontinued operations
    
    
    253,465
    
    
    
    61,722
    
    
    
    (61,789
    )
    
    
    253,398Income (loss) from discontinued operations, net
    
    
    26,271
    
    
    
    67
    
    
    
    
    
    
    
    26,338Net income (loss)
    
    $
    279,736
    
    
    $
    61,789
    
    
    $
    (61,789
    )
    
    $
    279,736
 - 34 -




---



##### Table of Contents



Period from July 31 through September 30, 2008Guarantor
    
    
    Non-Guarantor(In thousands)
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedCash flows from operating activities:Net income (loss)
    
    $
    (44,732
    )
    
    $
    19,673
    
    
    $
    (19,673
    )
    
    $
    (44,732
    )(Income) loss from discontinued operations, net
    
    
    1,013
    
    
    
    
    
    
    
    
    
    
    
    1,013(43,719
    )
    
    
    19,673
    
    
    
    (19,673
    )
    
    
    (43,719
    )Reconciling items:Depreciation and amortization
    
    
    26,988
    
    
    
    81,152
    
    
    
    
    
    
    
    108,140Deferred taxes
    
    
    4,926
    
    
    
    82
    
    
    
    
    
    
    
    5,008(Gain) loss on disposal of assets
    
    
    686
    
    
    
    (1,528
    )
    
    
    
    
    
    
    (842
    )Provision for doubtful accounts
    
    
    6,129
    
    
    
    2,773
    
    
    
    
    
    
    
    8,902Share-based compensation
    
    
    4,812
    
    
    
    1,727
    
    
    
    
    
    
    
    6,539Equity in earnings of nonconsolidated affiliates
    
    
    (19,673
    )
    
    
    (2,097
    )
    
    
    19,673
    
    
    
    (2,097
    )Other reconciling items  net
    
    
    62,242
    
    
    
    4,315
    
    
    
    
    
    
    
    66,557Changes in operating assets and liabilities:Changes in other operating assets and liabilities,
net of effects of acquisitions and dispositions
    
    
    (116,870
    )
    
    
    13,673
    
    
    
    
    
    
    
    (103,197
    )Net cash provided by operating activities
    
    
    (74,479
    )
    
    
    119,770
    
    
    
    
    
    
    
    45,291Cash flows from investing activities:Decrease (increase) in notes receivable  net
    
    
    29
    
    
    
    111
    
    
    
    
    
    
    
    140Decrease (increase) in investments in and advances
to nonconsolidated affiliates  net
    
    
    (60
    )
    
    
    7,725
    
    
    
    
    
    
    
    7,665Sales (purchases) of investments  net
    
    
    
    
    
    
    (26
    )
    
    
    
    
    
    
    (26
    )Purchases of property, plant and equipment
    
    
    (9,725
    )
    
    
    (39,212
    )
    
    
    
    
    
    
    (48,937
    )Proceeds from disposal of assets
    
    
    370
    
    
    
    1,397
    
    
    
    
    
    
    
    1,767Acquisition of operating assets, net of cash
acquired
    
    
    (275
    )
    
    
    (19,972
    )
    
    
    
    
    
    
    (20,247
    )Decrease (increase) in other  net
    
    
    1,733
    
    
    
    (20,038
    )
    
    
    
    
    
    
    (18,305
    )Cash used to purchase equity
    
    
    (17,430,258
    )
    
    
    
    
    
    
    
    
    
    
    (17,430,258
    )Net cash used in investing activities
    
    
    (17,438,186
    )
    
    
    (70,015
    )
    
    
    
    
    
    
    (17,508,201
    )Cash flows from financing activities:Draws on credit facilities
    
    
    488,000
    
    
    
    
    
    
    
    
    
    
    
    488,000Intercompany funding
    
    
    22,972
    
    
    
    (22,972
    )
    
    
    
    
    
    
    Payments on credit facilities
    
    
    (78,050
    )
    
    
    (4,171
    )
    
    
    
    
    
    
    (82,221
    )Payments on long-term debt
    
    
    (355,046
    )
    
    
    (11,211
    )
    
    
    
    
    
    
    (366,257
    )Debt proceeds used to finance the merger
    
    
    15,377,919
    
    
    
    
    
    
    
    
    
    
    
    15,377,919Payments for purchase of common shares
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    (1
    )Equity proceeds used to finance the merger
    
    
    2,142,831
    
    
    
    
    
    
    
    
    
    
    
    2,142,831Net cash used in financing activities
    
    
    17,598,625
    
    
    
    (38,354
    )
    
    
    
    
    
    
    17,560,271Cash flows from discontinued operations:Net cash (used in) provided by operating activities
    
    
    (1,967
    )
    
    
    
    
    
    
    
    
    
    
    (1,967
    )Net cash provided by investing activities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net cash provided by (used in) financing activities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net cash provided by discontinued operations
    
    
    (1,967
    )
    
    
    
    
    
    
    
    
    
    
    (1,967
    )Net (decrease) increase in cash and cash equivalents
    
    
    83,993
    
    
    
    11,401
    
    
    
    
    
    
    
    95,394Cash and cash equivalents at beginning of period
    
    
    70,590
    
    
    
    77,765
    
    
    
    
    
    
    
    148,355Cash and cash equivalents at end of period
    
    $
    154,583
    
    
    $
    89,166
    
    
    $
    
    
    
    $
    243,749
 - 35 -




---



##### Table of Contents



Period from January 1 through July 30, 2008Guarantor
    
    
    Non-Guarantor(In thousands)
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedCash flows from operating activities:Net income
    
    $
    1,036,525
    
    
    $
    194,072
    
    
    $
    (194,072
    )
    
    $
    1,036,525(Income) loss from discontinued operations, net
    
    
    (637,118
    )
    
    
    (3,118
    )
    
    
    
    
    
    
    (640,236
    )399,407
    
    
    
    190,954
    
    
    
    (194,072
    )
    
    
    396,289Reconciling items:Depreciation and amortization
    
    
    100,675
    
    
    
    248,114
    
    
    
    
    
    
    
    348,789Deferred taxes
    
    
    123,898
    
    
    
    21,405
    
    
    
    
    
    
    
    145,303(Gain) loss on disposal of assets
    
    
    (3,849
    )
    
    
    (10,978
    )
    
    
    
    
    
    
    (14,827
    )(Gain) loss forward exchange contract
    
    
    2,496
    
    
    
    
    
    
    
    
    
    
    
    2,496(Gain) loss on trading securities
    
    
    (849
    )
    
    
    
    
    
    
    
    
    
    
    (849
    )Provision for doubtful accounts
    
    
    14,601
    
    
    
    8,615
    
    
    
    
    
    
    
    23,216Share-based compensation
    
    
    56,218
    
    
    
    6,505
    
    
    
    
    
    
    
    62,723Equity in earnings of nonconsolidated affiliates
    
    
    (194,072
    )
    
    
    (94,215
    )
    
    
    194,072
    
    
    
    (94,215
    )Other reconciling items  net
    
    
    4,921
    
    
    
    2,488
    
    
    
    
    
    
    
    7,409Changes in operating assets and liabilities:Changes in other operating assets and liabilities,
net of effects of acquisitions and dispositions
    
    
    194,586
    
    
    
    (35,662
    )
    
    
    
    
    
    
    158,924Net cash provided by operating activities
    
    
    698,032
    
    
    
    337,226
    
    
    
    
    
    
    
    1,035,258Cash flows from investing activities:Decrease (increase) in notes receivable  net
    
    
    97
    
    
    
    239
    
    
    
    
    
    
    
    336Decrease (increase) in investments in and advances
to nonconsolidated affiliates  net
    
    
    
    
    
    
    23,782
    
    
    
    
    
    
    
    23,782Sales (purchases) of investments  net
    
    
    (73,495
    )
    
    
    48,249
    
    
    
    
    
    
    
    (25,246
    )Purchases of property, plant and equipment
    
    
    (40,642
    )
    
    
    (199,560
    )
    
    
    
    
    
    
    (240,202
    )Proceeds from disposal of assets
    
    
    34,176
    
    
    
    38,630
    
    
    
    
    
    
    
    72,806Acquisition of operating assets, net of cash
acquired
    
    
    (69,015
    )
    
    
    (84,821
    )
    
    
    
    
    
    
    (153,836
    )Decrease (increase) in other  net
    
    
    (97,667
    )
    
    
    3,776
    
    
    
    
    
    
    
    (93,891
    )Net cash used in investing activities
    
    
    (246,546
    )
    
    
    (169,705
    )
    
    
    
    
    
    
    (416,251
    )Cash flows from financing activities:Draws on credit facilities
    
    
    620,464
    
    
    
    72,150
    
    
    
    
    
    
    
    692,614Intercompany funding
    
    
    153,135
    
    
    
    (153,135
    )
    
    
    
    
    
    
    Payments on credit facilities
    
    
    (715,127
    )
    
    
    (157,774
    )
    
    
    
    
    
    
    (872,901
    )Payments on long-term debt
    
    
    (1,277,686
    )
    
    
    814
    
    
    
    
    
    
    
    (1,276,872
    )Proceeds from exercise of stock options and other
    
    
    13,515
    
    
    
    4,261
    
    
    
    
    
    
    
    17,776Payments on forward exchange contract
    
    
    (110,410
    )
    
    
    
    
    
    
    
    
    
    
    (110,410
    )Payments for purchase of common shares
    
    
    (3,517
    )
    
    
    (264
    )
    
    
    
    
    
    
    (3,781
    )Dividends paid
    
    
    (93,367
    )
    
    
    
    
    
    
    
    
    
    
    (93,367
    )Net cash used in financing activities
    
    
    (1,412,993
    )
    
    
    (233,948
    )
    
    
    
    
    
    
    (1,646,941
    )Cash flows from discontinued operations:Net cash (used in) provided by operating activities
    
    
    (68,770
    )
    
    
    1,019
    
    
    
    
    
    
    
    (67,751
    )Net cash provided by investing activities
    
    
    1,095,892
    
    
    
    3,000
    
    
    
    
    
    
    
    1,098,892Net cash provided by (used in) financing activities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net cash provided by discontinued operations
    
    
    1,027,122
    
    
    
    4,019
    
    
    
    
    
    
    
    1,031,141Net (decrease) increase in cash and cash equivalents
    
    
    65,615
    
    
    
    (62,408
    )
    
    
    
    
    
    
    3,207Cash and cash equivalents at beginning of period
    
    
    4,975
    
    
    
    140,173
    
    
    
    
    
    
    
    145,148Cash and cash equivalents at end of period
    
    $
    70,590
    
    
    $
    77,765
    
    
    $
    
    
    
    $
    148,355
 - 36 -




---



##### Table of Contents



Nine months ended September 30, 2007Guarantor
    
    
    Non-Guarantor(In thousands)
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedCash flows from operating activities:Net income
    
    $
    617,948
    
    
    $
    160,591
    
    
    $
    (160,591
    )
    
    $
    617,948(Income) loss from discontinued operations, net
    
    
    (53,193
    )
    
    
    (331
    )
    
    
    
    
    
    
    (53,524
    )564,755
    
    
    
    160,260
    
    
    
    (160,591
    )
    
    
    564,424Reconciling items:Depreciation and amortization
    
    
    126,430
    
    
    
    294,214
    
    
    
    
    
    
    
    420,644Deferred taxes
    
    
    115,906
    
    
    
    16,378
    
    
    
    
    
    
    
    132,284(Gain) loss on disposal of assets
    
    
    (2,911
    )
    
    
    (8,710
    )
    
    
    
    
    
    
    (11,621
    )(Gain) loss forward exchange contract
    
    
    11,925
    
    
    
    
    
    
    
    
    
    
    
    11,925(Gain) loss on trading securities
    
    
    (12,586
    )
    
    
    
    
    
    
    
    
    
    
    (12,586
    )Provision for doubtful accounts
    
    
    19,610
    
    
    
    6,795
    
    
    
    
    
    
    
    26,405Share-based compensation
    
    
    26,138
    
    
    
    6,382
    
    
    
    
    
    
    
    32,520Equity in earnings of nonconsolidated affiliates
    
    
    (160,591
    )
    
    
    (23,832
    )
    
    
    160,591
    
    
    
    (23,832
    )Other reconciling items  net
    
    
    17,826
    
    
    
    11,607
    
    
    
    
    
    
    
    29,433Changes in operating assets and liabilities:Changes in other operating assets and liabilities,
net of effects of acquisitions and dispositions
    
    
    (141,333
    )
    
    
    (24,887
    )
    
    
    
    
    
    
    (166,220
    )Net cash provided by operating activities
    
    
    565,169
    
    
    
    438,207
    
    
    
    
    
    
    
    1,003,376Cash flows from investing activities:Decrease (increase) in notes receivable  net
    
    
    54
    
    
    
    (252
    )
    
    
    
    
    
    
    (198
    )Decrease (increase) in investments in and advances
to nonconsolidated affiliates  net
    
    
    3,094
    
    
    
    23,754
    
    
    
    
    
    
    
    26,848Sales (purchases) of investments  net
    
    
    (422
    )
    
    
    
    
    
    
    
    
    
    
    (422
    )Purchases of property, plant and equipment
    
    
    (58,446
    )
    
    
    (165,763
    )
    
    
    
    
    
    
    (224,209
    )Proceeds from disposal of assets
    
    
    9,320
    
    
    
    11,894
    
    
    
    
    
    
    
    21,214Acquisition of operating assets, net of cash
acquired
    
    
    (28,941
    )
    
    
    (42,652
    )
    
    
    
    
    
    
    (71,593
    )Decrease (increase) in other  net
    
    
    (1,366
    )
    
    
    (11,181
    )
    
    
    
    
    
    
    (12,547
    )Net cash used in investing activities
    
    
    (76,707
    )
    
    
    (184,200
    )
    
    
    
    
    
    
    (260,907
    )Cash flows from financing activities:Draws on credit facilities
    
    
    591,600
    
    
    
    26,772
    
    
    
    
    
    
    
    618,372Intercompany funding
    
    
    189,715
    
    
    
    (189,715
    )
    
    
    
    
    
    
    Payments on credit facilities
    
    
    (941,600
    )
    
    
    (84,440
    )
    
    
    
    
    
    
    (1,026,040
    )Payments on long-term debt
    
    
    (250,153
    )
    
    
    (12,690
    )
    
    
    
    
    
    
    (262,843
    )Proceeds from exercise of stock options and other
    
    
    68,529
    
    
    
    8,766
    
    
    
    
    
    
    
    77,295Payments for purchase of common shares
    
    
    (435
    )
    
    
    
    
    
    
    
    
    
    
    (435
    )Dividends paid
    
    
    (279,008
    )
    
    
    
    
    
    
    
    
    
    
    (279,008
    )Net cash used in financing activities
    
    
    (621,352
    )
    
    
    (251,307
    )
    
    
    
    
    
    
    (872,659
    )Cash flows from discontinued operations:Net cash (used in) provided by operating activities
    
    
    31,449
    
    
    
    
    
    
    
    
    
    
    
    31,449Net cash provided by investing activities
    
    
    106,824
    
    
    
    
    
    
    
    
    
    
    
    106,824Net cash provided by (used in) financing activities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net cash provided by discontinued operations
    
    
    138,273
    
    
    
    
    
    
    
    
    
    
    
    138,273Net (decrease) increase in cash and cash equivalents
    
    
    5,383
    
    
    
    2,700
    
    
    
    
    
    
    
    8,083Cash and cash equivalents at beginning of period
    
    
    (172
    )
    
    
    116,172
    
    
    
    
    
    
    
    116,000Cash and cash equivalents at end of period
    
    $
    5,211
    
    
    $
    118,872
    
    
    $
    
    
    
    $
    124,083
 - 37 -




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- 38 -




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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
    
    
    The period from July 31 through September 30, 2008 includes the post-merger period.
Subsequent to the acquisition, Clear Channel became an indirect, wholly-owned subsidiary of
ours and our business of became that of Clear Channel and its subsidiaries.
    
    The periods from January 1 through July 30, 2008 and July 1 through July 30, 2008
include 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 2007 periods presented are pre-merger. 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.
 Sale of Radio Stations and All of Our Television Stations
 Sale of non-core radio stations
 Accounting for the Impairment or Disposal of Long-lived
Assets
 - 39 -




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##### Table of Contents



Sale of the television business
  Format of Presentation
    Radio Broadcasting
     - 40 -




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##### Table of Contents



Americas and International Outdoor Advertising
       FAS 123(R), Share-Based Payment
  - 41 -




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##### Table of Contents



Three Months ended September 30,
    
    Nine Months ended September 30,2008
    
    2007
    
    2008
    
    2007(In millions)
    
    Combined
    
    Pre-merger
    
    Combined
    
    Pre-mergerRadio BroadcastingDirect Operating Expenses
    
    $
    12.0
    
    
    $
    2.5
    
    
    $
    16.3
    
    
    $
    7.5SG&A
    
    
    14.3
    
    
    
    3.1
    
    
    
    19.4
    
    
    
    9.2Americas Outdoor AdvertisingDirect Operating Expenses
    
    $
    1.9
    
    
    $
    1.3
    
    
    $
    5.0
    
    
    $
    3.9SG&A
    
    
    .5
    
    
    
    .5
    
    
    
    1.7
    
    
    
    1.5International Outdoor AdvertisingDirect Operating Expenses
    
    $
    .5
    
    
    $
    .3
    
    
    $
    1.4
    
    
    $
    .9SG&A
    
    
    .1
    
    
    
    .1
    
    
    
    .3
    
    
    
    .3OtherDirect Operating Expenses
    
    $
    .5
    
    
    $
    
    
    
    $
    .5
    
    
    $
    SG&A
    
    
    .7
    
    
    
    
    
    
    
    .7
    
    
    
    Corporate
    
    $
    18.3
    
    
    $
    3.1
    
    
    $
    23.9
    
    
    $
    9.2
 The comparison of Three and Nine Months Ended September 30, 2008 to Three and Nine Months Ended
September 30, 2007 is as follows:
 Post-merger
    
    
    Pre-merger
    
    
    CombinedPeriod from July 31
    
    
    Period From July 1
    
    
    Three Months endedthrough September 30,
    
    
    through July 30,
    
    
    September 30,(In thousands)
    
    2008
    
    
    2008
    
    
    2008Revenue
    
    $
    1,128,136
    
    
    $
    556,457
    
    
    $
    1,684,593Operating expenses:Direct operating expenses (excludes depreciation and amortization)
    
    
    473,738
    
    
    
    256,667
    
    
    
    730,405Selling, general and administrative expenses (excludes depreciation and
amortization)
    
    
    291,469
    
    
    
    150,344
    
    
    
    441,813Depreciation and amortization
    
    
    108,140
    
    
    
    54,323
    
    
    
    162,463Corporate expenses (excludes depreciation and amortization)
    
    
    33,395
    
    
    
    31,392
    
    
    
    64,787Merger expenses
    
    
    
    
    
    
    79,839
    
    
    
    79,839Gain (loss) on disposition of assets  net
    
    
    842
    
    
    
    (4,624
    )
    
    
    (3,782
    )Operating income (loss)
    
    
    222,236
    
    
    
    (20,732
    )
    
    
    201,504Interest expense
    
    
    281,479
    
    
    
    31,032
    
    
    
    312,511Equity in earnings of nonconsolidated affiliates
    
    
    2,097
    
    
    
    2,180
    
    
    
    4,277Other income (expense)  net
    
    
    (10,914
    )
    
    
    (10,813
    )
    
    
    (21,727
    )Income (loss) before income taxes, minority interest and discontinued
operations
    
    
    (68,060
    )
    
    
    (60,397
    )
    
    
    (128,457
    )Income tax benefit (expense):Current
    
    
    38,217
    
    
    
    97,600
    
    
    
    135,817Deferred
    
    
    (5,008
    )
    
    
    (78,465
    )
    
    
    (83,473
    )Income tax benefit (expense)
    
    
    33,209
    
    
    
    19,135
    
    
    
    52,344Minority interest expense, net of tax
    
    
    8,868
    
    
    
    1,135
    
    
    
    10,003Income (loss) before discontinued operations
    
    
    (43,719
    )
    
    
    (42,397
    )
    
    
    (86,116
    )Income (loss) from discontinued operations, net
    
    
    (1,013
    )
    
    
    (3,058
    )
    
    
    (4,071
    )Net income (loss)
    
    $
    (44,732
    )
    
    $
    (45,455
    )
    
    $
    (90,187
    )
 - 42 -




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##### Table of Contents



Post-merger
    
    
    Pre-merger
    
    
    CombinedPeriod FromPeriod from July 31
    
    
    January 1 through
    
    
    Nine Months endedthrough September 30,
    
    
    July 30,
    
    
    September 30,(In thousands)
    
    2008
    
    
    2008
    
    
    2008Revenue
    
    $
    1,128,136
    
    
    $
    3,951,742
    
    
    $
    5,079,878Operating expenses:Direct operating expenses (excludes depreciation and
amortization)
    
    
    473,738
    
    
    
    1,706,099
    
    
    
    2,179,837Selling, general and administrative expenses (excludes
depreciation and amortization)
    
    
    291,469
    
    
    
    1,022,459
    
    
    
    1,313,928Depreciation and amortization
    
    
    108,140
    
    
    
    348,789
    
    
    
    456,929Corporate expenses (excludes depreciation and amortization)
    
    
    33,395
    
    
    
    125,669
    
    
    
    159,064Merger expenses
    
    
    
    
    
    
    87,684
    
    
    
    87,684Gain on
disposition of assets  net
    
    
    842
    
    
    
    14,827
    
    
    
    15,669Operating income
    
    
    222,236
    
    
    
    675,869
    
    
    
    898,105Interest expense
    
    
    281,479
    
    
    
    213,210
    
    
    
    494,689Gain (loss) on marketable securities
    
    
    
    
    
    
    34,262
    
    
    
    34,262Equity in earnings of nonconsolidated affiliates
    
    
    2,097
    
    
    
    94,215
    
    
    
    96,312Other income
(expense)  net
    
    
    (10,914
    )
    
    
    (5,112
    )
    
    
    (16,026
    )Income (loss) before income taxes, minority interest and
discontinued operations
    
    
    (68,060
    )
    
    
    586,024
    
    
    
    517,964Income tax benefit (expense):Current
    
    
    38,217
    
    
    
    (27,280
    )
    
    
    10,937Deferred
    
    
    (5,008
    )
    
    
    (145,303
    )
    
    
    (150,311
    )Income tax benefit (expense)
    
    
    33,209
    
    
    
    (172,583
    )
    
    
    (139,374
    )Minority interest expense, net of tax
    
    
    8,868
    
    
    
    17,152
    
    
    
    26,020Income (loss) before discontinued operations
    
    
    (43,719
    )
    
    
    396,289
    
    
    
    352,570Income (loss) from discontinued operations, net
    
    
    (1,013
    )
    
    
    640,236
    
    
    
    639,223Net income (loss)
    
    $
    (44,732
    )
    
    $
    1,036,525
    
    
    $
    991,793
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##### Table of Contents



Three Months Ended
    
    
    
    
    
    
    Nine Months EndedSeptember 30,
    
    
    
    
    
    
    September 30,2008
    
    
    2007
    
    
    %
    
    
    2008
    
    
    2007
    
    
    %(In thousands)
    
    Combined
    
    
    Pre-merger
    
    
    Change
    
    
    Combined
    
    
    Pre-merger
    
    
    ChangeRevenue
    
    $
    1,684,593
    
    
    $
    1,751,165
    
    
    
    (4
    %)
    
    $
    5,079,878
    
    
    $
    5,058,434
    
    
    
    0
    %Operating expenses:Direct operating expenses (excludes
depreciation and amortization)
    
    
    730,405
    
    
    
    689,681
    
    
    
    6
    %
    
    
    2,179,837
    
    
    
    1,993,815
    
    
    
    9
    %Selling, general and administrative expenses
(excludes depreciation and amortization)
    
    
    441,813
    
    
    
    431,366
    
    
    
    2
    %
    
    
    1,313,928
    
    
    
    1,294,875
    
    
    
    1
    %Depreciation and amortization
    
    
    162,463
    
    
    
    139,650
    
    
    
    16
    %
    
    
    456,929
    
    
    
    420,644
    
    
    
    9
    %Corporate expenses (excludes depreciation
and amortization)
    
    
    64,787
    
    
    
    47,040
    
    
    
    38
    %
    
    
    159,064
    
    
    
    138,234
    
    
    
    15
    %Merger expenses
    
    
    79,839
    
    
    
    2,002
    
    
    
    
    
    
    
    87,684
    
    
    
    6,372Gain
(loss) on disposition of assets  net
    
    
    (3,782
    )
    
    
    678
    
    
    
    
    
    
    
    15,669
    
    
    
    11,621Operating income
    
    
    201,504
    
    
    
    442,104
    
    
    
    (54
    %)
    
    
    898,105
    
    
    
    1,216,115
    
    
    
    (26
    %)Interest expense
    
    
    312,511
    
    
    
    113,026
    
    
    
    
    
    
    
    494,689
    
    
    
    347,525Gain (loss) on marketable securities
    
    
    
    
    
    
    676
    
    
    
    
    
    
    
    34,262
    
    
    
    661Equity in earnings of nonconsolidated affiliates
    
    
    4,277
    
    
    
    7,133
    
    
    
    
    
    
    
    96,312
    
    
    
    23,832Other income
(expense)  net
    
    
    (21,727
    )
    
    
    (1,403
    )
    
    
    
    
    
    
    (16,026
    )
    
    
    (1,075
    )Income (loss) before income taxes, minority
interest and discontinued operations
    
    
    (128,457
    )
    
    
    335,484
    
    
    
    
    
    
    
    517,964
    
    
    
    892,008Income tax benefit (expense):Current
    
    
    135,817
    
    
    
    (13,663
    )
    
    
    
    
    
    
    10,937
    
    
    
    (168,093
    )Deferred
    
    
    (83,473
    )
    
    
    (56,462
    )
    
    
    
    
    
    
    (150,311
    )
    
    
    (132,284
    )Income tax benefit (expense)
    
    
    52,344
    
    
    
    (70,125
    )
    
    
    
    
    
    
    (139,374
    )
    
    
    (300,377
    )Minority interest expense, net of tax
    
    
    10,003
    
    
    
    11,961
    
    
    
    
    
    
    
    26,020
    
    
    
    27,207Income (loss) before discontinued operations
    
    
    (86,116
    )
    
    
    253,398
    
    
    
    
    
    
    
    352,570
    
    
    
    564,424Income (loss) from discontinued operations, net
    
    
    (4,071
    )
    
    
    26,338
    
    
    
    
    
    
    
    639,223
    
    
    
    53,524Net income (loss)
    
    $
    (90,187
    )
    
    $
    279,736
    
    
    
    
    
    
    $
    991,793
    
    
    $
    617,948
 Consolidated Revenue
   Consolidated Direct Operating Expenses
  - 44 -




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##### Table of Contents



Consolidated Selling, General and Administrative Expenses, or SG&A
   Depreciation and Amortization
   Corporate Expenses
  Gain on Disposition of Assets  Net
    Interest Expense
  - 45 -




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##### Table of Contents



Gain on Marketable Securities
  Equity in Earnings of Nonconsolidated Affiliates
   Other Income (Expense)  Net
   Income Tax Benefit (Expense)
   - 46 -




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##### Table of Contents



Income from Discontinued Operations, Net
   Segment Revenue and Divisional Operating Expenses
 Radio Broadcasting
 Three Months Ended
    
    
    
    
    
    
    Nine Months EndedSeptember 30,
    
    
    
    
    
    
    September 30,2008
    
    
    2007
    
    
    %
    
    
    2008
    
    
    2007
    
    
    %(In thousands)
    
    Combined
    
    
    Pre-merger
    
    
    Change
    
    
    Combined
    
    
    Pre-merger
    
    
    ChangeRevenue
    
    $
    843,943
    
    
    $
    909,643
    
    
    
    (7
    %)
    
    $
    2,505,037
    
    
    $
    2,654,807
    
    
    
    (6
    %)Direct operating expenses
    
    
    252,763
    
    
    
    250,049
    
    
    
    1
    %
    
    
    729,589
    
    
    
    727,248
    
    
    
    0
    %Selling, general and
administrative expenses
    
    
    289,964
    
    
    
    292,680
    
    
    
    (1
    %)
    
    
    845,207
    
    
    
    875,331
    
    
    
    (3
    %)Depreciation and amortization
    
    
    27,025
    
    
    
    24,817
    
    
    
    9
    %
    
    
    79,527
    
    
    
    82,967
    
    
    
    (4
    %)Operating income
    
    $
    274,191
    
    
    $
    342,097
    
    
    
    (20
    %)
    
    $
    850,714
    
    
    $
    969,261
    
    
    
    (12
    %)
 Three Months
   Nine Months
   - 47 -




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##### Table of Contents



Americas Outdoor Advertising
 Three Months Ended
    
    
    
    
    
    
    Nine Months EndedSeptember 30,
    
    
    
    
    
    
    September 30,2008
    
    
    2007
    
    
    %
    
    
    2008
    
    
    2007
    
    
    %(In thousands)
    
    Combined
    
    
    Pre-merger
    
    
    Change
    
    
    Combined
    
    
    Pre-merger
    
    
    ChangeRevenue
    
    $
    369,730
    
    
    $
    386,353
    
    
    
    (4
    %)
    
    $
    1,088,070
    
    
    $
    1,080,219
    
    
    
    1
    %Direct operating expenses
    
    
    162,868
    
    
    
    147,339
    
    
    
    11
    %
    
    
    480,133
    
    
    
    427,138
    
    
    
    12
    %Selling, general and
administrative expenses
    
    
    59,787
    
    
    
    56,636
    
    
    
    6
    %
    
    
    178,219
    
    
    
    167,004
    
    
    
    7
    %Depreciation and amortization
    
    
    55,867
    
    
    
    47,692
    
    
    
    17
    %
    
    
    155,239
    
    
    
    140,885
    
    
    
    10
    %Operating income
    
    $
    91,208
    
    
    $
    134,686
    
    
    
    (32
    %)
    
    $
    274,479
    
    
    $
    345,192
    
    
    
    (20
    %)
 Three Months
     Nine Months
    - 48 -




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##### Table of Contents



International Outdoor Advertising
 Three Months Ended
    
    
    
    
    
    
    Nine Months Ended(In thousands)
    
    September 30,
    
    
    
    
    
    
    September 30,2008
    
    
    2007
    
    
    %
    
    
    2008
    
    
    2007
    
    
    %Combined
    
    
    Pre-merger
    
    
    Change
    
    
    Combined
    
    
    Pre-merger
    
    
    ChangeRevenue
    
    $
    443,645
    
    
    $
    431,188
    
    
    
    3
    %
    
    $
    1,415,692
    
    
    $
    1,264,891
    
    
    
    12
    %Direct operating expenses
    
    
    300,249
    
    
    
    287,133
    
    
    
    5
    %
    
    
    944,062
    
    
    
    830,682
    
    
    
    14
    %Selling, general and
administrative expenses
    
    
    82,590
    
    
    
    74,592
    
    
    
    11
    %
    
    
    259,802
    
    
    
    226,314
    
    
    
    15
    %Depreciation and amortization
    
    
    62,931
    
    
    
    52,101
    
    
    
    21
    %
    
    
    173,413
    
    
    
    152,731
    
    
    
    14
    %Operating income
    
    $
    (2,125
    )
    
    $
    17,362
    
    
    
    (112
    %)
    
    $
    38,415
    
    
    $
    55,164
    
    
    
    (30
    %)
 Three Months
    Nine Months
    Reconciliation of Segment Operating Income (Loss) to Consolidated Operating Income
 Three Months ended September 30,
    
    
    Nine Months ended September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007(In thousands)
    
    Combined
    
    
    Pre-merger
    
    
    Combined
    
    
    Pre-mergerRadio Broadcasting
    
    $
    274,191
    
    
    $
    342,097
    
    
    $
    850,714
    
    
    $
    969,261Americas Outdoor Advertising
    
    
    91,208
    
    
    
    134,686
    
    
    
    274,479
    
    
    
    345,192International Outdoor Advertising
    
    
    (2,125
    )
    
    
    17,362
    
    
    
    38,415
    
    
    
    55,164Other
    
    
    (10,049
    )
    
    
    271
    
    
    
    (23,306
    )
    
    
    (8,331
    )Gain
(loss) on disposition of assets  net
    
    
    (3,782
    )
    
    
    678
    
    
    
    15,669
    
    
    
    11,621Corporate and merger expenses
    
    
    (147,939
    )
    
    
    (52,990
    )
    
    
    (257,866
    )
    
    
    (156,792
    )Consolidated operating income
    
    $
    201,504
    
    
    $
    442,104
    
    
    $
    898,105
    
    
    $
    1,216,115
 - 49 -




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##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
  Cash Flows
 Combined
    
    Post-merger
    
    Pre-merger
    
    Pre-mergerNine Months
    
    Period from
    
    Period from
    
    Nine monthsended
    
    July 31 to
    
    January 1 to
    
    endedSeptember 30,
    
    September 30,
    
    July 30,
    
    September 30,(In thousands)
    
    2008
    
    2008
    
    2008
    
    2007Cash provided by (used in):Operating activities
    
    $
    1,080,549
    
    
    $
    45,291
    
    
    $
    1,035,258
    
    
    $
    1,003,376Investing activities
    
    $
    (17,924,452
    )
    
    $
    (17,508,201
    )
    
    $
    (416,251
    )
    
    $
    (260,907
    )Financing activities
    
    $
    15,913,330
    
    
    $
    17,560,271
    
    
    $
    (1,646,941
    )
    
    $
    (872,659
    )
 Operating Activities
  Investing Activities
  Financing Activities
  Discontinued Operations
  Anticipated Cash Requirements
   - 50 -




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##### Table of Contents



Post-merger
    
    
    Pre-mergerSeptember 30,
    
    
    December 31,(In millions)
    
    2008
    
    
    2007Term Loan A
    
    $
    1,331.5
    
    
    
    Term Loan B
    
    
    10,700.0
    
    
    
    Term Loan C
    
    
    695.9
    
    
    
    Delayed Draw Facility
    
    
    363.0
    
    
    
    Receivables Based Facility
    
    
    495.5
    
    
    
    Revolving Credit Facility
    
    
    165.0
    
    
    
    Secured Subsidiary Debt
    
    
    6.9
    
    
    
    8.3Total Secured Debt
    
    
    13,757.8
    
    
    
    8.3Senior Cash Pay Notes
    
    
    980.0
    
    
    
    Senior Toggle Notes
    
    
    1,330.0
    
    
    
    Clear Channel $1.75 billion credit facility
    
    
    
    
    
    
    174.6Clear Channel Senior Notes (a)
    
    
    3,456.0
    
    
    
    5,646.4Clear Channel Subsidiary Debt (b)
    
    
    78.4
    
    
    
    745.9Total Debt
    
    
    19,602.2
    
    
    
    6,575.2Less: Cash and cash equivalents
    
    
    243.7
    
    
    
    145.1$
    19,358.5
    
    
    $
    6,430.1
 
 (a)
    
    Includes $1.2 billion at September 30, 2008 in unamortized fair value purchase accounting
discounts related to our merger with Clear Channel. Includes an $11.4
million increase related to fair value adjustments for interest rate
swap agreements and a $15.0 million decrease related to original issue
discounts at December 31, 2007.(b)
    
    Includes $3.2 million at December 31, 2007 in unamortized fair value
purchase accounting adjustments premiums related to Clear Channels merger with AMFM.  New Debt Incurred in Connection with the Merger
  
    
    a $1.33 billion term loan A facility, with a maturity of six years;
    
    a $10.7 billion term loan B facility with a maturity of seven years and six months;
    
    a $695.9 million term loan C  asset sale facility, with a maturity of seven years and six months;
    
    a $750.0 million delayed draw term loan facility with a maturity of seven years
and six months which may be drawn to purchase or redeem Clear Channels outstanding
7.65% senior notes due 2010, of which $363.0 million was drawn as of September 30, 2008;
    
    a $500.0 million delayed draw term loan facility with a maturity of seven years
and six months may be drawn to purchase or redeem Clear Channels outstanding 4.25%
senior notes due 2009, of which none was drawn as of September 30, 2008;
    
    a $2.0 billion revolving credit facility with a maturity of six years, including
a letter of credit sub-facility and a swingline loan sub-facility. As of November 7,
2008, the outstanding balance on this facility was $165.0 million and taking into
account letters of credit of $460.4 million, $1.4 billion was available to be drawn;
    
    a $783.5 million receivables based credit facility providing revolving credit
commitments in an amount equal to the initial borrowing of $533.5 million on the merger
closing date plus $250 million, subject to a borrowing base, of which $495.5 million was
drawn as of September 30, 2008; and
    
    $980.0 million aggregate principal amount of 10.75% senior cash pay notes due
2016 and $1.33 billion aggregate principal amount of 11.00%/11.75% senior toggle notes
due 2016.
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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 our leverage ratio of total
debt to EBITDA decreases below 7 to 1; and
    
    with respect to loans under the term loan B facility, term loan C  asset sale
facility and delayed draw term loan facilities, (i) 2.65%, in the case of base rate
loans and (ii) 3.65%, in the case of Eurocurrency rate loans subject to downward
adjustments if our leverage ratio of total debt to EBITDA decreases below 7 to 1.
   
    
    50% (which percentage will be reduced to 25% and to 0% based upon our leverage
ratio) of our annual excess cash flow (as calculated in accordance with the senior
secured credit facilities), less any voluntary prepayments of term loans and revolving
credit loans (to the extent accompanied by a permanent reduction of the commitment) and
subject to customary credits;
    
    100% (which percentage will be reduced to 75% and 50% based upon our leverage
ratio) of the net cash proceeds of sales or other dispositions by us or our wholly-owned
restricted subsidiaries (including casualty and condemnation events) of assets other
than specified assets subject to reinvestment rights and certain other exceptions; and
    
    100% of the net cash proceeds of any incurrence of certain debt, other than debt
permitted under the senior secured credit facilities.
    
    
    the term loan A facility will amortize in quarterly installments commencing on
the first interest payment date after the second anniversary of the closing date of the
merger in annual amounts equal to 5% of the original funded principal amount of such
facility in years three and four, 10% thereafter, with the balance being payable on the
final maturity date of such term loans; and
    
    the term loan B facility, term loan C  asset sale facility and delayed draw term
loan facilities will amortize in quarterly installments on the first interest payment
date after the third anniversary of the closing date of the merger, in annual
amounts equal to 2.5% of the original funded principal amount of such facilities in years
four and five and 1% thereafter, with the balance being payable on the final maturity date
of such term loans.
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
    
    a first-priority lien on the capital stock of Clear Channel;
    
    100% of the capital stock of any future material wholly-owned domestic license
subsidiary that is not a Restricted Subsidiary under the indenture governing the Clear
Channel senior notes;
    
    certain assets that do not constitute principal property (as defined in the
indenture governing the Clear Channel senior notes);
    
    certain assets that constitute principal property (as defined in the indenture
governing the Clear Channel senior notes) securing obligations under the senior secured
credit facilities up to the maximum amount permitted to be secured by such assets
without requiring equal and ratable security under the indenture governing the Clear
Channel senior notes; and
    
    a second-priority lien on the accounts receivable and related assets securing our
receivables based credit facility.
    
    
    incur additional indebtedness;
    
    create liens on assets;
    
    engage in mergers, consolidations, liquidations and dissolutions;
    
    sell assets;
    
    pay dividends and distributions or repurchase its capital stock;
    
    make investments, loans, or advances;
    
    prepay certain junior indebtedness;
    
    engage in certain transactions with affiliates;
    
    amend material agreements governing certain junior indebtedness; and
    
    change our lines of business.
  Receivables Based Credit Facility
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Senior Notes
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Subsidiary Level Notes
  Credit Facility
  Dispositions and Other
     Dividends
 (In millions, except per share data)
 Declaration
    
    Amount per
    
    
    
    
    
    
    
    
    
    TotalDate
    
    Common Share
    
    Record Date
    
    Payment Date
    
    PaymentDecember 3, 2007
    
    
    0.1875
    
    
    December 31, 2007
    
    January 15, 2008
    

    $93.4
  Tender Offer and Consent Solicitation
  Debt Maturities and Other
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Acquisitions
  Capital Expenditures
  Combined Nine Months Ended September 30, 2008 Capital ExpendituresAmericas
    
    
    InternationalOutdoor
    
    
    Outdoor
    
    
    Corporate and(In millions)
    
    Radio
    
    
    Advertising
    
    
    Advertising
    
    
    Other
    
    
    TotalNon-revenue producing
    
    $
    45.9
    
    
    $
    27.7
    
    
    $
    31.5
    
    
    $
    5.3
    
    
    $
    110.4Revenue producing
    
    
    
    
    
    
    78.3
    
    
    
    100.4
    
    
    
    
    
    
    
    178.7$
    45.9
    
    
    $
    106.0
    
    
    $
    131.9
    
    
    $
    5.3
    
    
    $
    289.1
 Certain Relationships with the Sponsors
   Commitments, Contingencies and Guarantees
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(In thousands)
    
    Payments due by PeriodContractual Obligations
    
    Total
    
    
    2008
    
    
    2009 -2010
    
    
    2011-2012
    
    
    ThereafterLong-term DebtSenior Secured Facilities
    
    $
    13,757,772
    
    
    
    
    
    
    
    34,541
    
    
    
    608,244
    
    
    
    13,114,987Senior Cash Pay and Senior Toggle Notes
    
    
    2,310,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,310,000Clear Channel Senior Notes
    
    
    4,666,746
    
    
    
    5,662
    
    
    
    1,136,084
    
    
    
    1,300,000
    
    
    
    2,225,000Other Long-term Debt
    
    
    72,780
    
    
    
    60,312
    
    
    
    12,468
    
    
    
    
    
    
    
    Interest payments on long-term debt (1)
    
    
    10,325,267
    
    
    
    296,808
    
    
    
    2,988,855
    
    
    
    2,774,658
    
    
    
    4,264,946Non-Cancelable Operating Leases
    
    
    2,833,822
    
    
    
    172,881
    
    
    
    701,448
    
    
    
    525,898
    
    
    
    1,433,595Non-Cancelable Contracts
    
    
    2,966,755
    
    
    
    391,674
    
    
    
    1,100,911
    
    
    
    663,256
    
    
    
    810,914Employment/Talent Contracts
    
    
    953,128
    
    
    
    333,795
    
    
    
    328,170
    
    
    
    169,196
    
    
    
    121,967Capital Expenditures
    
    
    226,082
    
    
    
    113,073
    
    
    
    90,317
    
    
    
    22,599
    
    
    
    93Other long-term obligations (2)
    
    
    157,804
    
    
    
    
    
    
    
    21,601
    
    
    
    10,676
    
    
    
    125,527Total (3)
    
    $
    38,270,156
    
    
    $
    1,374,205
    
    
    $
    6,414,395
    
    
    $
    6,074,527
    
    
    $
    24,407,029
 
 (1)
    
    Interest payments on the senior secured credit facilities assume the obligations are repaid
in accordance with the amortization schedule included in the credit agreement and the interest
rate is held constant over the remaining term based on the weighted average interest rate at
September 30, 2008 on the senior secured credit facilities.(2)
    
    Other long-term obligations consist of $57.9 million related to asset retirement obligations
recorded pursuant to Financial Accounting Standards No. 143, Accounting for Asset Retirement
Obligations, which assumes the underlying assets will be removed at some period over the next
50 years. Also included are $55.8 million of contract payments in our syndicated radio and
media representation businesses and $44.1 million of various other long-term obligations.(3)
    
    Excluded from the table is $324.1 million related to various obligations with no specific
contractual commitment or maturity, $249.4 million of which relates to unrecognized tax
benefits recorded pursuant to Financial Accounting Standards Board Interpretation No. 48,
Accounting for Uncertainty in Income Taxes.  Interest Rate Risk
    Equity Price Risk
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Foreign Currency
    Recent Accounting Pronouncements
 Disclosures about Derivative Instruments and Hedging Activities
 Determination of the Useful Life of Intangible Assets Goodwill and Other Intangible Assets
 Inflation
  Ratio of Earnings to Fixed Charges
  Period from
    
    Period from
    
    Nine monthsJuly 31 through
    
    January 1 through
    
    endedSeptember 30,
    
    July 30,
    
    September 30,
    
    Years ended December 31,Post-merger
    
    Pre-merger
    
    Pre-merger
    
    Pre-merger
    
    Pre-merger
    
    Pre-merger
    
    Pre-merger
    
    Pre-merger2008
    
    2008
    
    2007
    
    2007
    
    2006
    
    2005
    
    2004
    
    2003N/A
    
    
    2.04
    
    
    
    2.35
    
    
    
    2.38
    
    
    
    2.27
    
    
    
    2.24
    
    
    
    2.76
    
    
    
    3.56
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Risks Regarding Forward-Looking Statements
   
    
    the impact of the substantial indebtedness incurred to finance the consummation of
the merger;
    
    risks associated with the current global economic crisis and its impact on capital
markets and liquidity;
    
    the 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;
    
    the impact of planned divestitures;
    
    the global economic slowdown has adversely affected advertising revenues across our
businesses in recent months. We will perform our annual impairment test in the fourth
quarter of 2008 and it is possible that a continued deterioration in advertising
revenues could result in our recognizing an impairment charge on the acquired assets or
goodwill;
    
    the impact the global economic slowdown, which has adversely affected advertising
revenues across our businesses and other general economic and political conditions in
the U.S. and in other countries in which we currently do business, including those
resulting from recessions, political events and acts or threats of terrorism or military
conflicts;
    
    the impact of the geopolitical environment;
    
    our ability to integrate the operations of recently acquired companies;
    
    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;
    
    the effect of leverage on our financial position and earnings;
    
    taxes;
    
    access to capital markets; and
    
    certain other factors set forth in our filings with the Securities and Exchange
Commission.
  
 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
    Merger-Related Litigation
    - 61 -




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Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 (c)
    
    Purchases of Equity Securities by the Issuer and Affiliated Purchases.
  Total Numberof Shares
    
    Maximum DollarTotal
    
    
    
    
    
    Purchased as Part of
    
    Value of Shares thatNumber of
    
    Average


    
    Publicly
    
    May Yet BeShares
    
    Price Paid
    
    Announced
    
    Purchased Under thePeriod
    
    Purchased
    
    per Share
    
    Programs
    
    ProgramsJuly 1 through July 31
    
    
    -0-
    
    
    
    
    
    
    
    -0-
    
    
    $
    -0-August 1 through August 31
    
    
    -0-
    
    
    
    
    
    
    
    -0-
    
    
    $
    -0-September 1 through
September 30
    
    
    81
    
    
    $
    15.00
    
    
    
    -0-
    
    
    $
    -0-Total
    
    
    81
    
    
    
    
    
    
    
    -0-
 
 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 among BT Triple Crown Merger Co.,
Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC and
Clear Channel Communications, Inc., dated as of November 16, 2006
(incorporated by reference to the exhibits to Clear Channels
Current Report on Form 8-K dated November 16, 2006).2.2
    
    Amendment No. 1, dated 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 to the exhibits to Clear Channels Current Report on
Form 8-K dated April 18, 2007).2.3
    
    Amendment No. 2, dated 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., as amended (incorporated by reference to the
exhibits to Clear Channels Current Report on Form 8-K dated
May 18, 2007).2.4
    
    Asset Purchase Agreement dated 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 to the exhibits to Clear Channels
Current Report on Form 8-K dated April 26, 2007).3.1
    
    Third Amended and Restated Certificate of Incorporation of the
Company (Incorporated by reference to Exhibit 3.1 to the Companys
Registration Statement on Form S-4 (Registration No. 333-151345)
declared effective by the Securities and Exchange Commission on
June 17, 2008)3.2
    
    Amended and Restated Bylaws of the Company (Incorporated by
reference to Exhibit 3.2 to the Companys Registration Statement
on Form S-4 (Registration No. 333-151345) declared effective by
the Securities and Exchange Commission on June 17, 2008)4.1
    
    Senior Indenture dated October 1, 1997, by and between Clear
Channel Communications, Inc. and The Bank of New York as Trustee
(incorporated by reference to Exhibit 4.2 to Clear Channels
Quarterly Report on Form 10-Q for the quarter ended September 30,
1997).4.2
    
    Second Supplemental Indenture dated June 16, 1998 to Senior
Indenture dated October 1, 1997, by and between Clear Channel
Communications, Inc. and the Bank of New York, as Trustee
(incorporated by reference to Exhibit 4.1 to the Clear Channels
Current Report on Form 8-K dated August 27, 1998).4.3
    
    Third Supplemental Indenture dated June 16, 1998 to Senior
Indenture dated October 1, 1997, by and between Clear Channel
Communications, Inc. and the Bank of New York, as Trustee
(incorporated by reference to Exhibit 4.2 to the Clear Channels
Current Report on Form 8-K dated August 27, 1998).4.4
    
    Ninth Supplemental Indenture dated September 12, 2000, to Senior
Indenture dated October 1, 1997, by and between Clear Channel
Communications, Inc. and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 4.11 to Clear Channels
Quarterly Report on Form 10-Q for the quarter ended September 30,
2000).4.5
    
    Eleventh Supplemental Indenture dated January 9, 2003, to Senior
Indenture dated October 1, 1997, by and between Clear Channel
Communications, Inc. and The Bank of New York as Trustee
(incorporated by reference to Exhibit 4.17 to Clear Channels
Annual Report on Form 10-K for the year ended December 31, 2002).
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ExhibitNumber
    
    Description4.6
    
    Twelfth Supplemental Indenture dated March 17, 2003, to Senior
Indenture dated October 1, 1997, by and between Clear Channel
Communications, Inc. and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 99.3 to Clear Channels
Current Report on Form 8-K dated March 18, 2003).4.7
    
    Thirteenth Supplemental Indenture dated May 1, 2003, to Senior
Indenture dated October 1, 1997, by and between Clear Channel
Communications, Inc. and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 99.3 to Clear Channels
Current Report on Form 8-K dated May 2, 2003).4.8
    
    Fourteenth Supplemental Indenture dated May 21, 2003, to Senior
Indenture dated October 1, 1997, by and between Clear Channel
Communications, Inc. and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 99.3 to Clear Channels
Current Report on Form 8-K dated May 22, 2003).4.9
    
    Sixteenth Supplemental Indenture dated December 9, 2003, to Senior
Indenture dated October 1, 1997, by and between Clear Channel
Communications, Inc. and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 99.3 to Clear Channels
Current Report on Form 8-K dated December 10, 2003).4.10
    
    Seventeenth Supplemental Indenture dated September 15, 2004, to
Senior Indenture dated October 1, 1997, by and between Clear
Channel Communications, Inc. and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 10.1 to Clear Channels
Current Report on Form 8-K dated September 15, 2004).4.11
    
    Eighteenth Supplemental Indenture dated November 22, 2004, to
Senior Indenture dated October 1, 1997, by and between Clear
Channel Communications, Inc. and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 10.1 to Clear Channels
Current Report on Form 8-K dated November 17, 2004).4.12
    
    Nineteenth Supplemental Indenture dated December 13, 2004, to
Senior Indenture dated October 1, 1997, by and between Clear
Channel Communications, Inc. and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 10.1 to Clear Channels
Current Report on Form 8-K dated December 13, 2004).4.13
    
    Twentieth Supplemental Indenture dated March 21, 2006, to Senior
Indenture dated October 1, 1997, by and between Clear Channel
Communications, Inc. and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 10.1 to Clear Channels
Current Report on Form 8-K dated March 21, 2006).4.14
    
    Twenty-first Supplemental Indenture dated August 15, 2006, to
Senior Indenture dated October 1, 1997, by and between Clear
Channel Communications, Inc. and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 10.1 to Clear Channels
Current Report on Form 8-K dated August 16, 2006).4.15
    
    Twenty-Second Supplemental Indenture, dated as of January 2, 2008,
by and between Clear Channel and The Bank of New York Trust
Company, N.A. (incorporated by reference to Exhibit 4.1 to Clear
Channels Current Report on Form 8-K dated January 4, 2008).4.16
    
    Fourth Supplemental Indenture, dated as of January 2, 2008, by and
among AMFM, The Bank of New York Trust Company, N.A., and the
guarantors party thereto (incorporated by reference to Exhibit 4.2
to Clear Channels Current Report on Form 8-K dated January 4,
2008).
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ExhibitNumber
    
    Description10.1
    
    First Amended and Restated Management Agreement, dated as of July
28, 2008, by and among CC Media Holdings, Inc., BT Triple Crown
Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco,
LLC, THL Managers VI, LLC and Bain Capital Partners, LLC
(Incorporated by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K filed 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 Companys Form
8-A Registration Statement filed 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 Companys Form 8-A
Registration Statement filed 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 to Exhibit 6 to the Companys Form
8-A Registration Statement filed July 30, 2008)10.5
    
    Employment Agreement, dated as of April 24, 2007, by and between
L. Lowey. Mays and Clear Channel Communications, Inc.
(Incorporated by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K filed May 1, 2007)10.6
    
    Employment Agreement, dated as of April 24, 2007, by and between
Mark P. Mays and Clear Channel Communications, Inc. (Incorporated
by reference to Exhibit 10.2 to the Companys Current Report on
Form 8-K filed May 1, 2007)10.7
    
    Employment Agreement, dated as of April 24, 2007, by and between
Randall T. Mays and Clear Channel Communications, Inc.
(Incorporated by reference to Exhibit 10.3 to the Companys
Current Report on Form 8-K filed May 1, 2007)10.8
    
    Employment Agreement, dated as of July 28, 2008, by and among
Randall T. Mays, CC Media Holdings, Inc. and BT Triple Crown
Merger Co., Inc. (Incorporated by reference to Exhibit 10.5 to the
Companys Current Report on Form 8-K filed July 30, 2008)10.9
    
    Employment Agreement, dated as of July 28, 2008, by and among Mark
P. Mays, CC Media Holdings, Inc. and BT Triple Crown Merger Co.,
Inc. (Incorporated by reference to Exhibit 10.6 to the Companys
Current Report on Form 8-K filed July 30, 2008)10.10
    
    Employment Agreement, dated as of July 28, 2008, by and among L.
Lowry Mays, CC Media Holdings, Inc. and BT Triple Crown Merger
Co., Inc. (Incorporated by reference to Exhibit 10.7 to the
Companys Current Report on Form 8-K filed July 30, 2008)10.11
    
    Employment Agreement, dated as of June 29, 2008, by and between
John E. Hogan and Clear Channel Broadcasting, Inc. (Incorporated
by reference to Exhibit 10.8 to the Companys Current Report on
Form 8-K filed July 30, 2008)10.12
    
    Employment Agreement, dated as of August 5, 2005, by and between
Paul Meyer and Clear Channel Communications, Inc. (Incorporated by
reference to Exhibit 10.1 to the Companys Current Report on Form
8-K filed August 10, 2005)
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ExhibitNumber
    
    Description10.13
    
    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 co-borrowers of the Company party thereto,
Clear Channel Capital I, LLC, the lenders party thereto, Citibank,
N.A., as Administrative Agent, and the other agents party thereto
(Incorporated by reference to Exhibit 10.2 to the Companys
Registration Statement on Form S-4 (Registration No. 333-151345)
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., the subsidiary co-borrowers of the Company
party thereto, Clear Channel Capital I, LLC, the lenders party
thereto, Citibank, N.A., as Administrative Agent, and the other
agents party thereto (Incorporated by reference to Exhibit 10.10
to the Companys Current Report on Form 8-K filed 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., the subsidiary co-borrowers of the Company
party thereto, Clear Channel Capital I, LLC, the lenders party
thereto, Citibank, N.A., as Administrative Agent, and the other
agents party thereto (Incorporated by reference to Exhibit 10.11
to the Companys Current Report on Form 8-K filed 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 the Company party thereto,
Clear Channel Capital I, LLC, the lenders party thereto, Citibank,
N.A., as Administrative Agent, and the other agents party thereto
(Incorporated by reference to Exhibit 10.3 to the Companys
Registration Statement on Form S-4 (Registration No. 333-151345)
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., the subsidiary borrowers of the Company
party thereto, Clear Channel Capital I, LLC, the lenders party
thereto, Citibank, N.A., as Administrative Agent, and the other
agents party thereto (Incorporated by reference to Exhibit 10.13
to the Companys Current Report on Form 8-K filed 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., the subsidiary borrowers of the Company
party thereto, Clear Channel Capital I, LLC, the lenders party
thereto, Citibank, N.A., as Administrative Agent, and the other
agents party thereto (Incorporated by reference to Exhibit 10.14
to the Companys Current Report on Form 8-K filed 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 to
Exhibit 10.4 to the Companys Registration Statement on Form S-4
(Registration No. 333-151345) declared effective by the Securities
and Exchange Commission on June 17, 2008)10.20
    
    Indenture, dated 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 to Exhibit 10.16 to the Companys
Current Report on Form 8-K filed July 30, 2008)10.21
    
    Supplemental Indenture, dated 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 to Exhibit 10.17 to the
Companys Current Report on Form 8-K filed July 30, 2008)
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##### Table of Contents



ExhibitNumber
    
    Description10.22
    
    Registration Rights Agreement, dated 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 to Exhibit 10.18 to the Companys
Current Report on Form 8-K filed July 30, 2008)10.23
    
    Clear Channel 2008 Incentive Plan (Incorporated by reference to
Exhibit 10.19 to the Companys Current Report on Form 8-K filed
July 30, 2008)10.24
    
    Form of Senior Executive Option Agreement (Incorporated by
reference to Exhibit 10.20 to the Companys Current Report on Form
8-K filed July 30, 2008)10.25
    
    Form of Senior Executive Restricted Stock Award Agreement
(Incorporated by reference to Exhibit 10.21 to the Companys
Current Report on Form 8-K filed July 30, 2008)10.26
    
    Form of Senior Management Option Agreement (Incorporated by
reference to Exhibit 10.22 to the Companys Current Report on Form
8-K filed July 30, 2008)10.27
    
    Form of Executive Option Agreement (Incorporated by reference to
Exhibit 10.23 to the Companys Current Report on Form 8-K filed
July 30, 2008)10.28
    
    Clear Channel 2008 Investment Program (Incorporated by reference
to Exhibit 10.24 to the Companys Current Report on Form 8-K filed
July 30, 2008)10.29
    
    Clear Channel 2008 Annual Incentive Plan (Incorporated by
reference to Exhibit 10.25 to the Companys Current Report on Form
8-K filed July 30, 2008)10.30
    
    Form of Indemnification Agreement (Incorporated by reference to
Exhibit 10.26 to the Companys Current Report on Form 8-K filed
July 30, 2008)10.31
    
    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 to Annex E to the Companys Registration Statement on
Form S-4 (Registration No. 333-151345) declared effective by the
Securities and Exchange Commission on June 17, 2008)10.32
    
    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 to Annex F to the Companys
Registration Statement on Form S-4 (Registration No. 333-151345)
declared effective by the Securities and Exchange Commission on
June 17, 2008)21.1
    
    Subsidiaries (Incorporated by reference to Exhibit 21.1 to the
Companys Current Report on Form 8-K filed July 30, 2008)11
    
    Statement re: Computation of Per Share Earnings.12
    
    Statement re: Computation of Ratios.31.1
    
    Certification of Chief Executive Officer Pursuant to Rules
13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934,
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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##### Table of Contents



ExhibitNumber
    
    Description31.2
    
    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.
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##### Table of Contents



Signatures
  CC MEDIA HOLDINGS, INC.November 10, 2008
    /s/ Randall T. MaysRandall T. MaysPresident and
Chief Financial OfficerNovember 10, 2008
    /s/ Herbert W. Hill, Jr.Herbert W. Hill, Jr.Senior Vice President and
Chief Accounting Officer - 69 -