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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
Commission File Number
1-9645
CLEAR CHANNEL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
200 East Basse Road
San Antonio, Texas 78209
Telephone (210) 822-2828
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: Common Stock, $.10 par value per share.
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). YES NO
On June 30, 2003, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the
Common Stock beneficially held by non-affiliates of the Company was approximately $19.1 billion. (For purposes hereof, directors, executive
officers and 10% or greater shareholders have been deemed affiliates).
On March 8, 2004, there were 616,657,745 outstanding shares of Common Stock, excluding 310,790 shares held in treasury.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of our Definitive Proxy Statement for the 2004 Annual Meeting, expected to be filed within 120 days of our fiscal year end, are
incorporated by reference into Part III.
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2003, or
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to .
Texas
(State of Incorporation)
74-1787539
(I.R.S. Employer Identification No.)

Table of contents

  • Page 1
    ... Exchange Act of 1934 For the transition period from to . Commission File Number 1-9645 CLEAR CHANNEL COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Texas (State of Incorporation) 74-1787539 (I.R.S. Employer Identification No.) 200 East Basse Road San Antonio, Texas...

  • Page 2
    ... Executive Compensation Security Ownership of Certain Beneficial Owners and Management Certain Relationships and Related Transactions Principal Accountant Fees and Services Exhibits, Financial Statement Schedules, and Reports on Form 8-K 2 93 94 94 94 95 95 Market for Registrant's Common Stock...

  • Page 3
    ... Clear Channel Communications, Inc. is a diversified media company with three reportable business segments: radio broadcasting, outdoor advertising and live entertainment. We were incorporated in Texas in 1974. As of December 31, 2003, we owned 1,182 domestic radio stations and a leading national...

  • Page 4
    ... the benefits of outdoor media and helping potential clients develop an advertising strategy using outdoor advertising. While price and availability are important competitive factors, service and customer relationships are also critical components of local sales. Advertising rates are based on...

  • Page 5
    ...the certain affiliate stations in Jacksonville, Florida; Harrisburg, Pennsylvania; Memphis, Tennessee; Mobile, Alabama; Cincinnati, Ohio; Albany, New York; San Antonio, Texas; and Salt Lake City, Utah. Local news programming traditionally has appealed to a target audience of adults 25 to 54 years of...

  • Page 6
    ... our growth has been achieved by mobilizing the radio and television broadcasting, outdoor advertising and live entertainment segments for the advertisers' benefit. Additionally, we seek to create situations in which we own more than one type of media in the same market. We have found that access to...

  • Page 7
    ... and local market management. Radio Broadcasting Our radio strategy centers on providing programming that is relevant to our communities. We operate in a competitive marketplace and compete with all advertising media including television, newspaper, outdoor advertising, direct mail, cable, yellow...

  • Page 8
    ...faces and 641,680 international display faces. We also owned or operated 103 live entertainment venues at December 31, 2003. Market Rank* Radio Broadcasting Stations Outdoor Advertising Display Faces Live Entertainment Venues Market New York, NY Los Angeles, CA Chicago, IL San Francisco, CA Dallas...

  • Page 9
    Market Market Rank* Radio Broadcasting Stations Outdoor Advertising Display Faces Live Entertainment Venues Kansas City, KS/MO San Antonio, TX Salt Lake City, UT San Jose, CA Milwaukee, WI Providence, RI Columbus, OH Middlesex-Somerset-Union Charlotte, NC Orlando, FL Las Vegas, NV Norfolk, VA ...

  • Page 10
    Market Market Rank* Radio Broadcasting Stations Outdoor Advertising Display Faces Live Entertainment Venues Sarasota, FL Harrisburg, PA Syracuse, NY Springfield, MA Toledo, OH Baton Rouge, LA Greenville, NC Little Rock, AR Bakersfield, CA Stockton, CA Gainesville-Ocala, FL Charleston, SC ...

  • Page 11
    ... for Fall 2003 (a) Excluded from the 1,182 radio stations owned or operated by Clear Channel are 46 radio stations programmed pursuant to a local marketing agreement or a joint sales agreement (FCC licenses not owned by Clear Channel), 38 radio stations programmed by another party pursuant to...

  • Page 12
    ... television stations. Our television stations are affiliated with various television networks, including ABC, CBS, NBC, FOX, UPN, PAX and WB. Media Representation We own the Katz Media Group, a full-service media representation firm that sells national spot advertising time for clients in the radio...

  • Page 13
    .... Such review could delay or preclude approval of a number of our pending or planned radio transactions. With respect to television, the 1996 Act directed the FCC to eliminate the then-existing 12-station national limit for station ownership and increase the national audience reach limitation from...

  • Page 14
    ..., willing, and able to operate the station, and that sale to an out-of-market buyer would result in an artificially depressed price. There are more than 20 markets where we own both radio and television stations. In the majority of these markets, the number of radio stations we own complies with the...

  • Page 15
    ... weekly broadcast programming hours) or a same-market media owner (including broadcasters, cable operators, and newspapers). To the best of our knowledge at present, none of our officers, directors or five percent or greater stockholders holds an interest in another television station, radio station...

  • Page 16
    ... first time that radio joint sales agreements, or "JSAs", by which the licensee of one radio station sells substantially all of the advertising for another licensee's station in the same market (but does not provide programming to that station), would be considered attributable to the selling party...

  • Page 17
    .../analog operation on their existing frequencies. The FCC plans to address formal standards and related licensing and service rule changes for digital audio broadcasting in a later rulemaking. We cannot predict the impact of either satellite or terrestrial digital audio radio service on our business...

  • Page 18
    ... operating performance of our businesses or a decline in general economic conditions. At December 31, 2003, we had debt outstanding of $7.1 billion and shareholders' equity of $15.6 billion. We may continue to borrow funds to finance acquisitions of radio broadcasting, outdoor advertising and live...

  • Page 19
    ... the performance of certain key employees. We employ or independently contract with several on-air personalities and hosts of syndicated radio programs with significant loyal audiences in their respective markets. Although we have entered into long-term agreements with some of our executive officers...

  • Page 20
    ... Regulation May Limit Our Broadcasting Operations The federal government extensively regulates the domestic broadcasting industry, and any changes in the current regulatory scheme could significantly affect us. Our broadcasting businesses depend upon maintaining broadcasting licenses issued by the...

  • Page 21
    Antitrust Regulations May Limit Future Acquisitions Additional acquisitions by us of radio and television stations, outdoor advertising properties and live entertainment operations or entities may require antitrust review by federal antitrust agencies and may require review by foreign antitrust ...

  • Page 22
    ...the available space on the existing inventory of billboards in the outdoor advertising industry. Future Acquisitions Could Pose Risks We may acquire media-related assets and other assets or businesses that we believe will assist our customers in marketing their products and services. Our acquisition...

  • Page 23
    ... ticket prices or profit margins include: • unfavorable economic conditions, both general and relative to the radio broadcasting, outdoor advertising, live entertainment and all related media industries, which may cause companies to reduce their expenditures on advertising or corporate sponsorship...

  • Page 24
    ...Venues Our ability to generate revenues through our live entertainment operations is highly sensitive to rapidly changing public tastes and dependent on the availability of popular performers and events. Since we rely on unrelated parties to create and perform live entertainment content, any lack of...

  • Page 25
    ...in San Antonio, Texas, where we own a 55,000 square foot executive office building and a 120,000 square foot data and administrative service center. Operations Radio Broadcasting In the latter part of 2002, we moved our radio operations to our corporate headquarters in San Antonio, Texas. Previously...

  • Page 26
    ... live entertainment businesses. As noted in Item 1 above, as of December 31, 2003, we owned or programmed 1,182 radio stations, owned or leased 787,575 outdoor advertising display faces and owned or operated 103 entertainment venues in various markets throughout the world. See "Business - Operating...

  • Page 27
    ITEM 4. Submission of Matters to a Vote of Security Holders. There were no matters submitted to a vote of security holders in the fourth quarter of fiscal year 2003. 27

  • Page 28
    ...ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters Our common stock trades on the New York Stock Exchange under the symbol "CCU." There were 3,350 shareholders of record as of March 8, 2004. This figure does not include an estimate of the indeterminate number of beneficial...

  • Page 29
    ... Financial Data For the Years ended December 31, (1) (In thousands, except per share data) 2003 2002 2001 2000 1999 Results of Operations Information: Revenue Operating Expenses: Divisional operating expenses Non-cash compensation expense Depreciation and amortization Corporate expenses Operating...

  • Page 30
    ...,515 4,584,352 10,084,037 Acquisitions and dispositions significantly impact the comparability of the historical consolidated financial data reflected in this schedule of Selected Financial Data. The Selected Financial Data should be read in conjunction with Management's Discussion and Analysis. 30

  • Page 31
    ...reportable operating segments are Radio Broadcasting, which includes our national syndication business, Outdoor Advertising and Live Entertainment. Included in the "other" segment are television broadcasting, sports representation and our media representation business, Katz Media. Radio Broadcasting...

  • Page 32
    ..., average paid attendance, talent cost as a percent of revenue, sponsorship dollars and ticket revenues. In addition, because a significant portion of our live entertainment business is conducted in foreign markets, management looks at revenues from our foreign operations on a constant dollar basis...

  • Page 33
    ... of 2003 related to our acquisition of Ackerley. In addition to foreign exchange and the six-month contribution from Ackerley, our outdoor advertising and live entertainment segments contributed $75.1 million and $84.9 million, respectively, to the divisional operating expenses increase. Our radio...

  • Page 34
    ... our international outdoor business, and various other items. The income recognized in 2002 related primarily to: (i) a $44.5 million aggregate gain on the sale of a television license, the sale of assets in our live entertainment segment and the sale of our interest in a British radio license; (ii...

  • Page 35
    ...during 2003 were New York, Los Angeles, Cleveland, Sacramento and Austin. Leading national advertising categories in 2003 were entertainment, finance, telecom/utility, retail and auto. In total, radio's divisional operating expenses were flat year over year. We saw declines in variable sales-related...

  • Page 36
    ... New York, San Francisco, Miami and Tampa and in smaller markets such as Albuquerque and Chattanooga. Top domestic advertising categories for us during 2003 were business and consumer services, entertainment and automotive. International revenue growth was spurred by our transit and street furniture...

  • Page 37
    ...) 2003 2002 Radio Broadcasting Outdoor Advertising Live Entertainment Other Corporate Consolidated Operating Income $1,409,236 201,221 130,232 51,131 (200,287) $1,591,533 $1,432,763 168,656 96,130 70,704 (202,531) $1,565,722 Fiscal Year 2002 Compared to Fiscal Year 2001 Consolidated Years Ended...

  • Page 38
    ....1 million for the year ended December 31, 2002 as compared to 2001 primarily due to a decrease in corporate head count and facilities and other cost cutting measures. We closed the AMFM corporate offices in Dallas on March 31, 2001 and a portion of the SFX offices in New York were closed on June 30...

  • Page 39
    ... recorded on an available-for-sale investment in a domestic media company that had a decline in its market value that was considered to be other-than-temporary. Equity in Earnings of Nonconsolidated Affiliates Equity in earnings of nonconsolidated affiliates for the year ended December 31, 2002...

  • Page 40
    ... reporting unit at January 1, 2002. These factors resulted in the non-cash impairment charge of a portion of our licenses and goodwill. Radio Broadcasting Years Ended December 31, (In thousands) 2002 2001 % Change 2002 v. 2001 Revenue Divisional operating expenses Non-cash compensation Depreciation...

  • Page 41
    ... approximately half of our radio revenues from our top 20 markets. Therefore, we took a snapshot of our ratings from these markets based on the percentage of people in the market over twelve years old who listened to our stations in an average quarter hour for the six months ending in the fall of...

  • Page 42
    ... 2001 relates primarily to our adoption of Statement 142. In accordance with Statement 142, we no longer amortize goodwill. Segment Reconciliations of Operating Income (Loss) Years Ended December 31, (In thousands) 2002 2001 Radio Broadcasting Outdoor Advertising Live Entertainment Other Corporate...

  • Page 43
    ...million for the year ended December 31, 2003 principally reflect capital expenditures of $378.0 million related to purchases of property, plant and equipment and $105.4 million primarily related to acquisitions of operating assets, partially offset by proceeds from the sale of investments, primarily...

  • Page 44
    ...-year revolving credit facility with a group of international banks. This facility allows for borrowings in various foreign currencies, which are used to hedge net assets in those currencies and provides funds to our international operations for certain working capital needs. At December 31, 2003...

  • Page 45
    ... of proceeds related to the sale of a portion of our investment in Univision and other marketable securities transactions. In addition, during 2003, we entered into a five-year secured forward exchange contract with respect to 8.3 million shares of our investment in XM Satellite Radio Holdings. As...

  • Page 46
    ...) on marketable securities" in the first quarter of 2004. Disposal of Assets During 2003, we received $55.4 million of proceeds related primarily to the sale of an investment in an international outdoor business as well as various broadcasting and outdoor advertising assets. Shelf Registration On...

  • Page 47
    ... cash. Our live entertainment segment made cash payments of $2.8 million during the year ended December 31, 2003, primarily related to various earn-outs and deferred purchase price consideration on prior year acquisitions. Also, our national representation business acquired new contacts for a total...

  • Page 48
    ... revenue or a specified guaranteed minimum annual payment. Also, we have non-cancelable contracts in our entertainment operations related to minimum performance payments with artists as well as various other contracts in our radio broadcasting operations related to program rights and music license...

  • Page 49
    ...do not have a quoted market price, but are subject to fluctuations in their value. Subsequent to December 31, 2003, we sold $627.7 million of our available-for-sale equity securities Foreign Currency We have operations in countries throughout the world. Foreign operations are measured in their local...

  • Page 50
    ... Financial Accounting Standards Board issued a revision of FIN 46 (the"Revised Interpretation"). The Revised Interpretation addresses consolidation of business enterprises of variable interest entities and is effective for variable interest entities for the first fiscal year or interim period ending...

  • Page 51
    ... occurs. Entertainment revenue collected from advertising and other revenue, which is not related to any single event, is classified as deferred revenue and generally amortized over the operating season or the term of the contract. Purchase Accounting We account for our business acquisitions under...

  • Page 52
    ..., we believe we have offset these higher costs by increasing the effective advertising rates of most of our broadcasting stations and outdoor display faces. Ratio of Earnings to Fixed Charges The ratio of earnings to fixed charges is as follows: Year Ended December 31, 2003 2002 2001 2000 1999 3.62...

  • Page 53
    ... affiliates plus fixed charges. Fixed charges represent interest, amortization of debt discount and expense, and the estimated interest portion of rental charges. We had no preferred stock outstanding for any period presented. ITEM 7A. Quantitative and Qualitative Disclosures about Market...

  • Page 54
    ... access to the Board, without management present, to discuss the results of their audit and the quality of financial reporting and internal accounting controls. /s/Lowry Mays Chairman/Chief Executive Officer /s/Randall T. Mays Executive Vice President/Chief Financial Officer /s/Herbert W. Hill, Jr...

  • Page 55
    ... sheets of Clear Channel Communications, Inc. and subsidiaries (the Company) as of December 31, 2003 and 2002, and the related consolidated statements of operations, changes in shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2003. These financial...

  • Page 56
    ... accumulated depreciation INTANGIBLE ASSETS Definite-lived intangibles, net Indefinite-lived intangibles - licenses Indefinite-lived intangibles - permits Goodwill OTHER ASSETS Notes receivable Investments in, and advances to, nonconsolidated affiliates Other assets Other investments Total Assets...

  • Page 57
    ... (In thousands, except share data) December 31, 2003 2002 CURRENT LIABILITIES Accounts payable Accrued interest Accrued expenses Current portion of long-term debt Deferred income Other current liabilities Total Current Liabilities Long-term debt Other long-term obligations Deferred income taxes...

  • Page 58
    ...per share data) Year Ended December 31, 2003 2002 2001 Revenue Operating expenses: Divisional operating expenses (excludes non-cash compensation expense of $1,609, $4,400 and $13,111 in 2003, 2002 and 2001, respectively) Non-cash compensation expense Depreciation and amortization Corporate expenses...

  • Page 59
    ...Net loss Common Stock, stock options and common stock warrants issued for business acquisitions Purchase of treasury shares Conversion of Liquid Yield Option Notes Exercise of stock options and common stock warrants Amortization and adjustment of deferred compensation Currency translation adjustment...

  • Page 60
    CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2003 2002 2001 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $1,145,591 Reconciling Items: Cumulative effect of a change in accounting principle, net of tax - Depreciation 533,181 Amortization of intangibles 138,...

  • Page 61
    ...Payments on long-term debt Proceeds from extinguishment of derivative agreement Proceeds from forward exchange contract Proceeds from exercise of stock options, stock purchase plan and common stock warrants Dividends paid Payments for purchase of treasury shares Net cash used in financing activities...

  • Page 62
    ... ACCOUNTING POLICIES Nature of Business Clear Channel Communications, Inc., incorporated in Texas in 1974, is a diversified media company with three principal business segments: radio broadcasting, outdoor advertising and live entertainment. The Company's radio broadcasting segment owns, programs...

  • Page 63
    ... have quoted market prices. The Company periodically reviews the value of available-for-sale, trading and non-marketable securities and records impairment charges in the statement of operations for any decline in value that is determined to be other-than-temporary. The average cost method is used to...

  • Page 64
    ... on barter and trade transactions when the advertisements are broadcasted or displayed, or the tickets are exchanged. Expenses are recorded when the merchandise or service received is utilized. Barter and trade revenues for the years ended December 31, 2003, 2002 and 2001, were approximately $170...

  • Page 65
    ... flow hedge is a net purchased option used to limit the Company's exposure to and benefit from price fluctuations in XM Satellite Radio Holdings, Inc. ("XMSR") over the term of a secured forward exchange contract. Under this contract, the Company received an initial payment based upon the fair value...

  • Page 66
    ... Compensation The Company accounts for its stock-based award plans in accordance with Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations, under which compensation expense is recorded to the extent that the current market price...

  • Page 67
    ... contracts for non-affiliated television and radio stations, all of which are amortized over the respective lives of the agreements. Other definite-lived intangible assets are amortized over the period of time the assets are expected to contribute directly or indirectly to the Company's future cash...

  • Page 68
    ... and as purchase price allocations are finalized, amortization expense may vary. Indefinite-lived Intangibles The Company's indefinite-lived intangible assets consist of FCC broadcast licenses and billboard permits. FCC broadcast licenses are granted to both radio and television stations for up...

  • Page 69
    ... table presents the changes in the carrying amount of goodwill in each of the Company's reportable segments for the years ended December 31, 2003 and 2002: (In thousands) Radio Outdoor Entertainment Other Total Balance as of December 31, 2001 Acquisitions Dispositions Foreign currency Adjustments...

  • Page 70
    ...Company had no presence. In addition, the acquisition enabled the Company to offer advertisers more crossplatform advertising opportunities, as the Company had radio broadcasting operations, outdoor advertising operations or live entertainment venue presence in 15 of Ackerley's 18 television markets...

  • Page 71
    ... consolidated results of operations, assuming the Ackerley acquisition had occurred on January 1, 2001 would have been as follows: (In thousands, except per share data) For the Year Ended December 31, 2002 2001 Revenue Income (loss) before cumulative effect of a change in accounting principle Net...

  • Page 72
    ... Common stock issued Total cash consideration Less: Restricted cash used Cash paid for acquisitions 105,381 - $105,381 $ 217,628 The Company has entered into certain agreements relating to acquisitions that provide for purchase price adjustments and other future contingent payments based on...

  • Page 73
    ...operates radio stations in Australia and New Zealand, a narrowcast radio broadcast service and a radio representation company in Australia. Hispanic Broadcasting Corporation On September 22, 2003, Univision Communications, Inc. ("Univision"), a Spanish language media group, completed its acquisition...

  • Page 74
    ...broadcasting company. ACIR owns and operates radio stations throughout Mexico. Clear Media The Company owns 48.1% of the total number of shares of Hainan White Horse Advertising Media Investment Co. Ltd. ("Clear Media"), formerly known as White Horse, a Chinese company that operates street furniture...

  • Page 75
    ... on the statement of operations in "Gain (loss) on marketable securities" related to the exchange of the Company's HBC investment, which had been accounted for as an equity method investment, for Univision Communications Inc. shares, which were recorded as an available-for-sale cost investment. On...

  • Page 76
    ...382,090 Less: current portion Total long-term debt The bank credit facilities are supported by a limited subsidiary guaranty and a pledged intercompany note from AMFM Operating Inc., a wholly-owned subsidiary of the Company. The limited subsidiary guaranty guarantees and the pledged intercompany...

  • Page 77
    ....0 million five-year revolving credit facility with a group of international banks. This facility allows for borrowings in various foreign currencies, which are used to hedge net assets in those currencies and provides funds to the Company's international operations for certain working capital needs...

  • Page 78
    ... covenants that limit the ability of AMFM Operating Inc., a wholly-owned subsidiary of the Company, to incur additional indebtedness, enter into certain transactions with affiliates, pay dividends, consolidate, or effect certain asset sales. The Company's $1.5 billion five-year multi-currency...

  • Page 79
    ... forecasted sale of the XMSR shares by purchasing a put option and selling the counterparty a call option (the "collar") on the XMSR shares. The net cost of the collar was $.5 million, which the Company initially classified in other long-term assets. The collar effectively limits the Company's cash...

  • Page 80
    ... guaranteed minimum annual payment. Also, the Company has non-cancelable contracts in its live entertainment operations related to minimum performance payments with various artist as well as various other contracts in its radio broadcasting operations related to program rights and music license fees...

  • Page 81
    ... for any particular period could be materially affected by changes in the Company's assumptions or the effectiveness of its strategies related to these proceedings. In various areas in which the Company operates, outdoor advertising is the object of restrictive and, in some cases, prohibitive...

  • Page 82
    ... international subsidiary and a group of international banks. The credit facility expires in 2005. The facility allows for borrowings in various foreign currencies, which are used to hedge net assets in those currencies and provides funds to the Company's international operations for certain working...

  • Page 83
    ... and fixed assets primarily relates to the difference in book and tax basis of acquired FCC licenses and goodwill created from the Company's various stock acquisitions. In accordance with Statement No. 142, the Company no longer amortizes FCC licenses. Thus, a deferred tax benefit for the difference...

  • Page 84
    ...$61.6 million during the year ended December 31, 2003. Stock Options The Company has granted options to purchase its common stock to employees and directors of the Company and its affiliates under various stock option plans at no less than the fair market value of the underlying stock on the date of...

  • Page 85
    ... and stock option activity during the years ended December 31, 2003, 2002 and 2001 ("Price" reflects the weighted average exercise price per share): (In thousands, except per share data) 2003 Options Price Options 2002 Price Options 2001 Price Outstanding, beginning of year Assumed in acquisitions...

  • Page 86
    ... be based on a theoretical option pricing model. In actuality, because the company's employee stock options are not traded on an exchange, employees can receive no value nor derive any benefit from holding stock options under these plans without an increase in the market price of Clear Channel stock...

  • Page 87
    ...the calculation of earnings per share. NOTE K - EMPLOYEE STOCK AND SAVINGS PLANS The Company has various 401(K) savings and other plans for the purpose of providing retirement benefits for substantially all employees. Both the employees and the Company make contributions to the plan. The Company 87

  • Page 88
    ...-qualified employee stock purchase plan for all eligible employees. Under the plan, shares of the Company's common stock may be purchased at 85% of the market value on the day of purchase. Employees may purchase shares having a value not exceeding ten percent (10%) of their annual gross compensation...

  • Page 89
    ... four international markets. "Other" includes television broadcasting, sports representation and media representation. (In thousands) Radio Broadcasting Outdoor Advertising Live Entertainment Other Corporate Eliminations Consolidated 2003 Revenue Divisional operating expenses Non-cash compensation...

  • Page 90
    ... thousands) Radio Broadcasting Outdoor Advertising Live Entertainment Other Corporate Eliminations Consolidated 2002 Revenue Divisional operating expenses Non-cash compensation Depreciation and amortization Corporate expenses Operating income (loss) Intersegment revenues Identifiable assets...

  • Page 91
    ... share data) March 31, 2003 2002 2003 June 30, 2002 September 30, 2003 2002 December 31, 2003 2002 Revenue Operating expenses: Divisional operating expenses Non-cash compensation Depreciation and amortization Corporate expenses Operating income Interest expense Gain (loss) on sale of assets related...

  • Page 92
    ...domestic credit facilities. On February 19, 2004, the Company's Board of Directors declared a quarterly cash dividend of $0.10 per share on the Company's Common Stock. The dividend is payable on April 15, 2004 to shareholders of record at the close of business on March 31, 2004. On February 25, 2004...

  • Page 93
    ... to purchase our common stock. As an additional incentive, a portion of each manager's compensation is related to the performance of the profit centers for which he or she is responsible. In an effort to monitor expenses, corporate management routinely reviews staffing levels and operating costs...

  • Page 94
    ... - Clear Channel Television in January 2001. Prior thereto, he was the President, WKRC-TV, Cincinnati, OH for the remainder of the relevant five-year period. Mr. Hogan was appointed Chief Executive Officer of Clear Channel Radio in August 2002. Prior thereto he was Chief Operating Officer of Clear...

  • Page 95
    .... Principal Accountant Fees and Services The information required by this item is incorporated by reference to our Definitive Proxy Statement under the heading "Auditor Fees", expected to be filed within 120 days of our fiscal year end. ITEM 15. Exhibits, Financial Statement Schedule and Reports on...

  • Page 96
    ... 31, 2001 Year ended December 31, 2002 Year ended December 31, 2003 $60,631 $87,041 $88,122 $1,520(1) $61,070 $61,070 $69,934 $64,303 $ 637(1) $67,338 $67,338 $48,586 $60,176 $ 838(2) $56,586 (1) Allowance for accounts receivable acquired in acquisitions net of deletions related to...

  • Page 97
    ... Year ended December 31, 2002 Year ended December 31, 2003 $ - $- $ - $164,070 $164,070 $164,070 $- $97,403 $ - $ 66,667 $ 66,667 $- $ 5,995 $ - $ 60,672 (1) Related to allowance for net operating loss carryforwards and other deferred tax assets assumed in acquisitions. (2) Based...

  • Page 98
    ...Articles of Incorporation (incorporated by reference to the exhibits to Clear Channel's Quarterly Report on Form 10-Q for the quarter ended May 31, 2000). Agreement Concerning Buy-Sell Agreement by and between Clear Channel Communications, Inc., L. Lowry Mays, B.J. McCombs, John M. Schaefer and John...

  • Page 99
    ... 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 the exhibits to Clear Channel's Annual Report on Form 10-K for the year ended December 31, 2002). 99...

  • Page 100
    ... A to the Company's Definitive 14A Proxy Statement dated March 20, 2001). The Clear Channel Communications, Inc.2000 Employee Stock Purchase Plan (incorporated by reference to the exhibits to Clear Channel's Annual Report on Form 10-K for the year ended December 31, 2002). Voting Agreement dated as...

  • Page 101
    ... Form 10Q for the quarter ended September 30, 1999). Employment Agreement by and between Clear Channel Communications, Inc. and Brian E. Becker dated March 21, 2001 (incorporated by reference to the exhibits to Clear Channel's Annual Report on Form 10-K for the year ended December 31, 2002). Fourth...

  • Page 102
    ... 2002. 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. Report of Independent Auditors on Financial Statement Schedules - Ernst & Young LLP. The Company has not filed long-term debt instruments of its...

  • Page 103
    ... Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 12, 2004. CLEAR CHANNEL COMMUNICATIONS, INC. By: /S/ L. Lowry Mays L. Lowry Mays Chairman and Chief Executive Officer Power of Attorney Each person...

  • Page 104
    NAME TITLE DATE /S/ B. J. McCombs B. J. McCombs Director March 12, 2004 /S/ Phyllis Riggins Phyllis Riggins Director March 12, 2004 /S/ Theodore H. Strauss Theodore H. Strauss Director March 12, 2004 /S/ J.C. Watts J. C. Watts Director March 12, 2004 /S/ John H. Williams John H. ...

  • Page 105
    ... the Company's Registration Statement on Form S-1 (Reg. No. 33-289161) dated April 19, 1984). 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 the exhibits to the Company's Quarterly Report on...

  • Page 106
    ...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 the exhibits to Clear Channel's Annual Report on Form 10-K for the year ended December 31, 2002...

  • Page 107
    ... A to the Company's Definitive 14A Proxy Statement dated March 20, 2001). The Clear Channel Communications, Inc.2000 Employee Stock Purchase Plan (incorporated by reference to the exhibits to Clear Channel's Annual Report on Form 10-K for the year ended December 31, 2002). Voting Agreement dated as...

  • Page 108
    ... Form 10Q for the quarter ended September 30, 1999). Employment Agreement by and between Clear Channel Communications, Inc. and Brian E. Becker dated March 21, 2001 (incorporated by reference to the exhibits to Clear Channel's Annual Report on Form 10-K for the year ended December 31, 2002). Fourth...

  • Page 109
    ... 2002. 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. Report of Independent Auditors on Financial Statement Schedules - Ernst & Young LLP. The Company has not filed long-term debt instruments of its...

  • Page 110
    ..., by and among Clear Channel Communications, Inc., a Texas corporation ("Parent"), L. Lowry Mays and 4-M Partners, Ltd., a Texas limited partnership (the "Existing Shareholders"), and the other parties listed on the signature page hereof (the "New Shareholders"), parties to that certain Shareholders...

  • Page 111
    IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first above written. CLEAR CHANNEL COMMUNICATIONS, INC. By: /s/ RANDALL T. MAYS Name: Randall T. Mays Title: Executive Vice President and Chief Financial Officer EXISTING SHAREHOLDERS: /s/ L. LOWRY...

  • Page 112
    ...& FURST EQUITY FUND IV, L.P. By: By: HM4 Partners, L.P., its general partner Hicks, Muse GP Partners LA, L.P., its general partner By: Hicks, Muse Latin America Fund I Incorporated, its general partner By: /s/ DAVID W. KNICKEL Name: David W. Knickel Title: Vice President, Treasurer and Secretary 3

  • Page 113
    ... IV, L.P. By: By: HM4 Partners, L.P., its general partner Hicks, Muse GP Partners LA, L.P., its general partner By: Hicks, Muse Latin America Fund I Incorporated, its general partner By: /s/ DAVID W. KNICKEL Name: David W. Knickel Title: Vice President, Treasurer and Secretary HM 1-FOF COINVESTORS...

  • Page 114
    ...EN COINVESTORS, L.P. By: By: Hicks, Muse GP Partners IV, L.P., its general partner Hicks, Muse Fund IV LLC, its general partner By: /s/ DAVID W. KNICKEL Name...Name: David W. Knickel Title: Vice President, Treasurer and Secretary CAPSTAR BOSTON PARTNERS, L.L.C. By: HM3/GP Partners, L.P., its managing...

  • Page 115
    ... (this "AGREEMENT") is entered into this 10th day of March, 2004 by and among CLEAR CHANNEL COMMUNICATIONS, INC., a Texas corporation (the "COMPANY"), and L. LOWRY MAYS (the "SHAREHOLDER"). WITNESSETH: WHEREAS, the Company, CCU Merger Sub, Inc., a Delaware corporation ("MERGER SUB"), and AMFM INC...

  • Page 116
    ... of the Board of Directors who has been determined to be "independent" as defined in the listing standards of the New York Stock Exchange. "PERSON" means any natural person, firm, individual, business trust, trust, association, corporation, partnership, joint venture, company, unincorporated entity...

  • Page 117
    ...the Company outstanding at any time (such 20% limitation of the total Voting Securities outstanding from time to time shall be referred to as the "PERCENTAGE LIMITATION"); (ii) acquire or offer, agree, attempt, seek, propose or announce an intention to acquire, directly or indirectly, by purchase or...

  • Page 118
    ... any Person to (A) make a tender offer or exchange offer for Voting Securities or (B) make a Business Combination Transaction; (ix) make any proposal for (A) any Business Combination Transaction to the Company or its Board of Directors or (B) a tender offer or exchange offer for Voting Securities...

  • Page 119
    ... own, directly or indirectly, more than 20% of the outstanding Voting Securities of the Company, except (a) upon the prior consent of a majority of the Independent Directors specifically expressed in a resolution; (b) in connection with a tender offer or exchange offer, Business Combination...

  • Page 120
    ... owner of the number of shares of Common Stock of the Company set forth on Schedule 4.1 (the "SHAREHOLDER SHARES"), free and clear of any restriction on the right to vote the Shareholder Shares; (ii) the Shareholder holds exclusive power to vote the Shareholder Shares, subject to the limitations...

  • Page 121
    ...(ii) the agreement of the parties hereto to terminate this Agreement, or (iii) the date on which a person or group (not including the Shareholder or his Affiliates) beneficially owns more than 50% of the Voting Power, whether by way of tender or exchange offer or otherwise. Section 5.2 Survival. The...

  • Page 122
    ... business days following deposit with the United States Post Office, by registered or certified mail, postage prepaid and addressed as follows (or at such other address as a party may designate by notice to the other): If to the Company: Clear Channel Communications, Inc. 200 East Basse Road San...

  • Page 123
    ... that the Company may, without the prior written consent of the other parties, assign this Agreement upon a merger, consolidation, "business combination" as defined in Part Thirteen of the Texas Business Corporation Act as in effect on the date hereof, compulsory share exchange, recapitalization or...

  • Page 124
    ... caused this Agreement to be duly executed as of the day and year first above written. CLEAR CHANNEL COMMUNICATIONS, INC., A TEXAS CORPORATION By: /s/ RANDALL T. MAYS Name: Randall T. Mays Title: Executive Vice President and Chief Financial Officer SHAREHOLDER: /s/ L. LOWRY MAYS L. Lowry Mays 10

  • Page 125
    SCHEDULE 4.1 Share Ownership Shareholder ---------- L. Lowry Mays Shares Owned C> 31,840,668(1) Class ---- Common ---------(1) Includes 2,395,000 shares subject to options held by Mr. Mays, 48,456 shares... 174,123 shares held by the Mays Family 2000 Charitable Lead Annuity Trust...

  • Page 126
    ... This SHAREHOLDERS' AGREEMENT (this "AGREEMENT") is entered into this 10th day of March, 2004 by and among CLEAR CHANNEL COMMUNICATIONS, INC., a Texas corporation (the "COMPANY"), and the shareholders of the Company listed on the signature page hereof (the "SHAREHOLDERS"). WITNESSETH: WHEREAS, the...

  • Page 127
    ... of the Board of Directors who under the Texas Business Corporation Act, does not have an interest in the matter presented for approval. "NON-LISTED ASSETS" means all radio, television, and outdoor advertising assets owned by any Shareholder or any Affiliate of a Shareholder from time to time that...

  • Page 128
    ...of its board of directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person. "13d GROUP" means a group within the meaning of Section 13(d)(3) of the Exchange Act. "VOTING POWER" means...

  • Page 129
    ... any Person to (A) make a tender offer or exchange offer for Voting Securities or (B) make a Business Combination Transaction; (ix) make any proposal (A) to the Company or its Board of Directors for a Business Combination Transaction or (B) for a tender offer or exchange offer for Voting Securities...

  • Page 130
    ... dispose, or offer or enter into any agreement or understanding to sell, any Voting Securities; provided, however, the Shareholders agree that they and their Affiliates may not sell Voting Securities, to a Person who, after consummation of such sale, will beneficially own, directly or indirectly...

  • Page 131
    ... of the aggregate number of votes entitled to be cast thereon by all securities of such class, less the votes entitled to be cast by all other Shareholders and the votes entitled to be cast by all Affiliates of the Shareholders relating to Voting Securities of the same class. (c) Limitation. If any...

  • Page 132
    ... example, "ACTION" as used herein may include the FCC's failure to grant its consent to an application filed by the Company or an Affiliate of the Company seeking approval for an acquisition of new media of mass communication including, but not limited to, radio and television stations; and (b) the...

  • Page 133
    ... as set forth in Schedule 5.1, the Shareholder is the record owner of the number of shares of Common Stock of the Company set forth opposite his or its name on Schedule 5.1 (the "SHAREHOLDER SHARES"), free and clear of any restriction on the right to vote the Shareholder Shares; (ii) the Shareholder...

  • Page 134
    ... agreement of the parties hereto to terminate this Agreement or (iii) the date on which a person or group (not including the Shareholders or their respective Affiliates) beneficially owns more than 50% of the Voting Power, whether by way of tender or exchange offer or otherwise. Section 6.2 Survival...

  • Page 135
    ... business days following deposit with the United States Post Office, by registered or certified mail, postage prepaid and addressed as follows (or at such other address as a party may designate by notice to the other): If to the Company: Clear Channel Communications, Inc. 200 East Basse Road San...

  • Page 136
    ... that the Company may, without the prior written consent of the other parties, assign this Agreement upon a merger, consolidation, "business combination" as defined in Part Thirteen of the Texas Business Corporation Act as in effect on the date hereof, compulsory share exchange, recapitalization or...

  • Page 137
    Agreement for any claim based on, in respect of or by reason of such obligations or their creation. [signature page follows] 12

  • Page 138
    ... caused this Agreement to be duly executed as of the day and year first above written. CLEAR CHANNEL COMMUNICATIONS, INC., A TEXAS CORPORATION By: /s/ RANDALL T. MAYS Name: Randall T. Mays Title: Executive Vice President and Chief Financial Officer SHAREHOLDERS: HICKS, MUSE, TATE & FURST EQUITY...

  • Page 139
    ...IV, L.P. By: HM4 PARTNERS, L.P., its general partner By: HICKS, MUSE GP PARTNERS LA, L.P., its general partner By: HICKS, MUSE LATIN AMERICA FUND I INCORPORATED, its general partner By: /s/ DAVID W. KNICKEL Name: David W. Knickel Title: Vice President, Treasurer and Secretary HM 1-FOF COINVESTORS...

  • Page 140
    ... partner By: /s/ DAVID W. KNICKEL Name: David W. Knickel Title: Vice President, Treasurer and Secretary HM4-EN COINVESTORS, L.P. By: HICKS, MUSE ... Name: David W. Knickel Title: Vice President, Treasurer and Secretary CAPSTAR BOSTON PARTNERS, L.L.C. By: HM3/GP PARTNERS, L.P., its managing ...

  • Page 141
    ... INCORPORATED, its general partner By: /s/ DAVID W. KNICKEL Name: David W. Knickel Title: Vice President, Treasurer and Secretary HM4/CHANCELLOR, L.P. By: HICKS, MUSE FUND IV LLC, its general partner By: /s/ DAVID W. KNICKEL Name: David W. Knickel Title: Vice President, Treasurer and Secretary...

  • Page 142
    SCHEDULE 4.1 Listed Assets 1. Any assets, categories of assets or businesses of LIN TV Corp. and its subsidiaries. 2. Any assets, categories of assets or businesses of Banks Broadcasting, Inc. and its subsidiaries.

  • Page 143
    ... of each of which is a limited liability company of which Mr. Hicks is the sole member. Included in the 2,781,744 shares of Common Stock for which Mr. Hicks has sole voting and dispositive power are options to purchase shares of Common Stock which are exercisable within sixty days and are held as...

  • Page 144
    ...report to Mark Mays, President and Chief Operating Officer, Clear Channel Broadcasting, Inc. The Employee will devote his full working time and efforts to the business and affairs of Clear Channel Outdoor. 3. COMPENSATION AND BENEFITS (a) BASE SALARY. The Company will pay the Employee an annual base...

  • Page 145
    ... based upon the performance of the Employee, which will be assessed in the sole discretion of the Company and the Compensation Committee of the Board. All option grants shall be made under the terms and conditions set forth in the applicable Clear Channel Communications Stock Option Plan under...

  • Page 146
    ... not, directly or indirectly, as an owner, director, principal, agent, officer, employee, partner, consultant, servant, or otherwise, carry on, operate, manage, control, or become involved in any manner with any business, operation, corporation, partnership, association, agency, or other person or...

  • Page 147
    ... limitation, any customer with whom the Company, or any subsidiary or affiliate of the Company, (i) has an existing agreement or business relationship; (ii) has had an agreement or business relationship within the six-month period preceding the Employee's last day of employment with the Company...

  • Page 148
    ... with the Company at any time with a one year written notice to Company. 8. COMPENSATION UPON TERMINATION. (a) DEATH. If the Employee's employment with the Company terminates by reason of his death, the Company will, within 90 days, pay in a lump sum amount to such person as the Employee shall...

  • Page 149
    ..., 200 E. Basse Road, San Antonio, TX 78209 . If to the Employee, the notice will be sent to _____. Such notices may alternatively be sent to such other address as any party may have furnished to the other in writing in accordance with this Agreement, except that notices of change of address shall...

  • Page 150
    ... Directors and Officers Insurance for all officers and directors, including the Employee, if the Board determines in good faith that such insurance is not available or is available only at unreasonable expense. 15. ARBITRATION. The parties agree that any dispute, controversy or claim, whether based...

  • Page 151
    ... hereof. IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date first written above. DATE:_____ PAUL MEYER /s/ PAUL MEYER CLEAR CHANNEL BROADCASTING, INC. DATE: 2-19-04 By: /s/ MARK P. MAYS Name: Mark P. Mays Title: President and Chief Executive Officer 8

  • Page 152
    ...% 20% 21% 22% 23% 24% 25% % of Bonus Opportunity ---------- 2.5% 5.0% 7.5% 10.0% 12.5% 20.0% 27.5% 35.0% 42.5% 50.0% 60.0% 70.0% 80.0% 90.0% 100.0% 110.0% 120.0% 130.0% 140.0% 150.0% 160.0% 170.0% 180.0% 190.0% 200.0% 70% Individual Bonus Target --------- 1.75% 3.50% 5.25% 7.00% 8.75...

  • Page 153
    ... report to Mark Mays, President and Chief Operating Officer, Clear Channel Broadcasting, Inc. The Employee will devote his full working time and efforts to the business and affairs of Clear Channel Radio. 3. COMPENSATION AND BENEFITS (A) BASE SALARY. The Company will pay the Employee an annual base...

  • Page 154
    ... based upon the performance of the Employee, which will be assessed in the sole discretion of the Company and the Compensation Committee of the Board. All option grants shall be made under the terms and conditions set forth in the applicable Clear Channel Communications Stock Option Plan under...

  • Page 155
    ... not, directly or indirectly, as an owner, director, principal, agent, officer, employee, partner, consultant, servant, or otherwise, carry on, operate, manage, control, or become involved in any manner with any business, operation, corporation, partnership, association, agency, or other person or...

  • Page 156
    ...Employee is unable to perform his duties under this Agreement on a full-time basis for more than 90 days in any 12 month period, as determined by the Company. (C) TERMINATION BY THE COMPANY. The Company may terminate the Employee's employment with the Company for any reason at any time upon one year...

  • Page 157
    ... with the Company at any time with a one year written notice to Company. (E) KEY MAN. (This provision has been approved by the Compensation Committee of the Board of Directors.) In the event that during the Term of this Agreement the circumstance arises that the Employee does not report directly to...

  • Page 158
    ... requested, postage prepaid. If to the Board or the Company, the notice will be sent to Mark P. Mays, 200 E. Basse Road, San Antonio, TX 78209 and a copy of the notice will be sent to Kenneth J. Wyker, 200 E. Basse Road, San Antonio, TX 78209. If to the Employee, the notice will be sent to 30899...

  • Page 159
    ... from or relating to this Agreement. 12. DEFINITION OF COMPANY. As used in this Agreement, the term "Company" shall include any of its present and future divisions, operating companies, subsidiaries and affiliates. 13. LITIGATION AND REGULATORY COOPERATION. During and after the Employee's employment...

  • Page 160
    ... Directors and Officers Insurance for all officers and directors, including the Employee, if the Board determines in good faith that such insurance is not available or is available only at unreasonable expense. 15. ARBITRATION. The parties agree that any dispute, controversy or claim, whether based...

  • Page 161
    ... to other persons or circumstances,...parties have duly executed and delivered this Agreement as of the date first written above. DATE: 2/18/04 JOHN HOGAN /s/ JOHN HOGAN CLEAR CHANNEL BROADCASTING, INC. DATE: 2/19/04 By: /s/ MARK P. MAYS Name: Mark P. Mays Title: President and Chief Executive Officer...

  • Page 162
    ...19% 20% 21% 22% 23% 24% 25% 26% % of Bonus Opportunity ---------- 2.5% 5.0% 7.5% 10.0% 12.5% 20.0% 27.5% 35.0% 42.5% 50.0% 60.0% 70.0% 80.0% 90.0% 100.0% 110.0% 120.0% 130.0% 140.0% 150.0% 160.0% 170.0% 180.0% 190.0% 200.0% 70% Individual Bonus Target --------- 1.75% 3.50% 5.25% 7.00% 8.75% 14...

  • Page 163
    ... starts on August 1, 2000 and ends on the close of business on February 13, 2006. The Term shall automatically extend, beginning February 14, 2006, one day at a time unless either the Company or the Executive notifies the other in writing that the Term will expire one year following such notice of...

  • Page 164
    ... based upon the performance of the Executive, which will be assessed in the sole discretion of the Company and the Compensation Committee of the Board. All option grants shall be made under the terms and conditions set forth in the applicable Clear Channel Communications Stock Option Plan under...

  • Page 165
    ...of or relating to Executive's employment or termination of employment, shall, upon timely written request of either party be submitted to and resolved by binding arbitration. The arbitration shall be conducted in San Antonio, Texas. The arbitration shall proceed in accordance with the National Rules...

  • Page 166
    ... third parties pursuant to other time sharing agreements, leases, charter agreements, interchange agreements and/or other similar agreements. (c) User shall make all requests for use of any Aircraft pursuant to this Agreement to Operator. Operator shall advise User of the identity of the person or...

  • Page 167
    ... upon receipt. Payment of reimbursement shall be made in full to Operator at 200 E. Basse Road, San Antonio, Texas 78209, or as otherwise agreed by the parties. Taxes. The amounts paid by Users under Section 91.501(d) for Time-Sharing agreements are subject to a Federal Excise tax as imposed under...

  • Page 168
    ... without re-execution. Any party may terminate this Agreement at any time for any or no reason by giving thirty (30) days' prior written notice to the other party of its intention to terminate. This Agreement supersedes any prior agreements between the parties relating to Aircraft operations and use...

  • Page 169
    ... to be executed on their behalf by their duly authorized representatives, as of the date first above written. Operator: CLEAR CHANNEL COMMUNICATIONS, INC. By: /s/RICHARD W. WOLF Name: Richard W. Wolf Title: Vice President/Corporate Counsel Address: 200 E. Basse Road San Antonio, Texas 78209...

  • Page 170
    SCHEDULE A Aircraft Gulfstream Aerospace G-IV SP Cessna 750 FAA Registration No. N616CC N724CC This Agreement does not prohibit Operator, in its discretion, from increasing or decreasing the number or type of Aircraft subject to this Agreement.

  • Page 171
    ..., except per share data) NUMERATOR: Income (loss) before cumulative effect of a change in accounting principle Cumulative effect of a change in accounting principle Net income (loss) Effect of dilutive securities: Convertible debt -- 2.625% issued in 1998 Convertible debt -- 1.5% issued in 1999...

  • Page 172
    ...> (In thousands, except ratio) Year Ended 2003 2002 2001 2000 1999 C> Income (loss) before income taxes, equity in earnings of non-consolidated affiliates, extraordinary item and cumulative effect of a change in accounting principle Dividends and other received from...

  • Page 173
    ... Broadcasting, Inc. Clear Channel Broadcasting Licenses, Inc. Clear Channel Holdings, Inc. Eller Media Corporation Clear Channel Outdoor, Inc.(1) Universal Outdoor Holdings, Inc. Clear Channel International, Ltd. Jacor Communications Company(2) AMFM Inc.(3) Katz Media Corporation SFX Entertainment...

  • Page 174
    ... of Clear Channel Communications, Inc. included in this Annual Report (Form 10-K) for the year ended December 31, 2003. We also consent to the incorporation by reference in the Registration Statements (Forms S-8) pertaining to the Clear Channel Communications, Inc. Nonqualified Stock Option Plan (No...

  • Page 175
    ... EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, L. Lowry Mays, Chief Executive Officer and Chairman of Clear Channel Communications, Inc. certify that: 1. I have reviewed this annual report on Form 10-K of Clear Channel Communications, Inc.; 2. Based...

  • Page 176
    ... Financial Officer of Clear Channel Communications, Inc. certify that: 1. I have reviewed this annual report on Form 10-K of Clear Channel Communications, Inc.; 2. Based on my statement of a the statements were made, not report; knowledge, this annual report does not contain any untrue material fact...

  • Page 177
    ... the Annual Report on Form 10-K (the "Form 10-K") for the year ended December 31, 2003 of Clear Channel Communications, Inc. (the "Issuer"). The undersigned hereby certifies that the Form 10-K fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act...

  • Page 178
    ... the Annual Report on Form 10-K (the "Form 10-K") for the year ended December 31, 2003 of Clear Channel Communications, Inc. (the "Issuer"). The undersigned hereby certifies that the Form 10-K fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act...

  • Page 179
    ... We have audited the consolidated financial statements of Clear Channel Communications, Inc. and subsidiaries, as of December 31, 2003 and 2002, and for each of the three years in the period ended December 31, 2003, and have issued our report thereon dated February 11, 2004, except for Note O, as...