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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Commission File Number
001-9645
CLEAR CHANNEL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
(210) 822-2828
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. YES [ ] NO [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange
Act. YES [X] NO [ ]
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 [X]
Pursuant to the terms of its bond indentures, the registrant is a voluntary filer of reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934, and has filed all such reports as required by its bond indentures during the preceding 12 months.
The registrant meets the conditions set forth in General Instructions I(1)(a) and (b) of Form 10-K as, among other things, all of the
registrant’s equity securities are owned indirectly by CC Media Holdings, Inc., which is a reporting company under the Securities
Exchange Act of 1934 and which has filed with the SEC all materials required to be filed pursuant to Section 13, 14 or 15(d) thereof,
and the registrant is therefore filing this Form 10-K with a reduced disclosure format.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such files). 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. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Smaller reporting company [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). YES [ ] NO [X]
The registrant has no voting or nonvoting equity held by non-affiliates.
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2009, or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ________ to _________.
Texas
74-1787539
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
200 East Basse Road
San Antonio, Texas 78209
(Address of principal executive offices)
(Zip Code)

Table of contents

  • Page 1
    ... to _____. Commission File Number 001-9645 CLEAR CHANNEL COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation or organization) 200 East Basse Road San Antonio, Texas (Address of principal executive offices) (210) 822-2828...

  • Page 2
    On March 10, 2010, there were 500,000,000 outstanding shares of Common Stock. DOCUMENTS INCORPORATED BY REFERENCE None.

  • Page 3
    CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES INDEX TO FORM 10-K Page Number PART I. Item 1. Item 1A. Item 1B. Item 2. Item 3. PART II. Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management's ...

  • Page 4
    ... 200 East Basse Road, San Antonio, Texas 78209 (telephone: 210-822-2828). Our Business Segments We are a diversified media company incorporated in 1974 with three reportable business segments: Radio Broadcasting, or Radio; Americas Outdoor Advertising, or Americas outdoor; and International Outdoor...

  • Page 5
    ... ratings period. Our radio broadcasting business includes radio stations for which we are the licensee and for which we program and/or sell air time under local marketing agreements ("LMAs") or joint sales agreements ("JSAs"). In addition to our radio broadcasting business, we operate Premiere Radio...

  • Page 6
    ... as the Internet and satellite-based digital radio services. Such services reach national and regional audiences with multi-channel, multiformat, digital radio services. Radio stations compete for listeners primarily on the basis of program content that appeals to a particular demographic group. By...

  • Page 7
    ... 99 100-150 151-200 201-250 251+ unranked Number of Stations 7 8 6 7 5 6 5 7 8 4 7 7 6 8 7 7 4 5 6 5 5 4 5 5 5 5 6 4 6 5 5 6 5 6 5 3 4 6 4 4 6 99 98 53 66 78 894 Market New York, NY Los Angeles, CA Chicago, IL San Francisco, CA Dallas-Ft. Worth, TX Houston-Galveston, TX Atlanta, GA Philadelphia, PA...

  • Page 8
    ... net revenue. Our outdoor assets consist of billboards, street furniture and transit displays, airport displays, mall displays, and wallscapes and other spectaculars, which we own or operate under lease management agreements. Our outdoor advertising business is focused on urban markets with...

  • Page 9
    ...Street furniture displays Transit displays Other displays (2) Total (1) Includes digital displays. (2) Includes spectaculars, mall displays and wallscapes. Our Americas Outdoor Advertising segment generates revenues from local, regional and national sales. Our advertising rates are based on a number...

  • Page 10
    ... Our street furniture displays, marketed under our global AdshelTM brand, are advertising surfaces on bus shelters, information kiosks, public toilets, freestanding units and other public structures, and are primarily located in major metropolitan cities and along major commuting routes. Generally...

  • Page 11
    ...(2) Displays Billboards 2,636 10,361 11,264 5,251 15,414 9,331 2,762 2,354 2,907 3,104 318 9,566 13,057 2,273 1,899 1,001 8 Markets United States New York, NY Los Angeles, CA Chicago, IL Philadelphia, PA Dallas-Ft. Worth, TX San Francisco-Oakland-San Jose, CA Boston, MA (Manchester, NH) Atlanta, GA...

  • Page 12
    ...-High Point-Winston Salem, NC Jacksonville, FL Austin, TX Louisville, KY Memphis, TN Various U.S. Cities Various U.S. Cities Various U.S. Cities Non-U.S. Markets Australia Brazil Canada Chile Mexico New Zealand Peru Other (3) Street Furniture Transit Other Total Bulletins Posters Displays Displays...

  • Page 13
    ... street furniture and transit displays, billboards, mall displays, Smartbike schemes, wallscapes and other spectaculars, which we own or operate under lease agreements. Our International business is focused on urban markets with dense populations. Strategy Similar to our Americas outdoor advertising...

  • Page 14
    ...of street furniture equipment, cleaning and maintenance services, operation of Smartbike schemes and production revenue. Our International Outdoor Advertising segment generates revenues worldwide from local, regional and national sales. Similar to the Americas, advertising rates generally are based...

  • Page 15
    ..., radio, print media, direct mail, the Internet and other forms of advertisement. Outdoor companies compete primarily based on ability to reach consumers, which is driven by location of the display. Advertising Inventory and Markets As of December 31, 2009, we owned or operated approximately...

  • Page 16
    ...-home advertising companies that operate in the following markets: Equity Investment 36.75% 18.75% 50.00% 50.00% 32.50% 49.00% 50.00% Street Furniture Displays Transit Displays Market Company Outdoor Advertising Companies Italy Alessi Italy AD Moving SpA Hong Kong Buspak Spain Clear Channel Cemusa...

  • Page 17
    ... and programs more than 15% of the broadcast time, or sells more than 15% per week of the advertising time, on a radio station in the same market is generally deemed to have an attributable interest in that station. Debt instruments, non-voting stock, minority voting stock interests in corporations...

  • Page 18
    ... to impose spectrum use or other fees on FCC licensees; legislation that would provide for the payment of performance royalties to artists and musicians whose music is played on our stations; changes to the political broadcasting rules, including the adoption of proposals to provide free air time to...

  • Page 19
    ...HBA, regulates outdoor advertising on Federal-Aid Primary, Interstate and National Highway Systems roads within the United States ("controlled roads"). The HBA regulates the size and placement of billboards, requires the development of state standards, mandates a state's compliance program, promotes...

  • Page 20
    ... associated with cancellations and non-renewals from major national advertisers. Our International outdoor revenue also declined $399.2 million primarily as a result of challenging advertising markets and the negative impact of foreign exchange. Additionally, we performed an interim impairment test...

  • Page 21
    ... in overall revenues, the numbers of advertising customers, advertising fees, or profit margins include: • • unfavorable economic conditions, both general and relative to the radio broadcasting, outdoor advertising and all related media industries, which may cause companies to reduce their...

  • Page 22
    revenues with other radio stations and outdoor advertising companies, as well as with other media, such as newspapers, magazines, television, direct mail, satellite radio and Internet based media, within their respective markets. Audience ratings and market shares are subject to change, which could ...

  • Page 23
    ...and the use of new technologies for changing displays, such as digital displays, are regulated by Federal, state and local governments. From time to time, states and municipalities have prohibited or significantly limited the construction of new outdoor advertising structures, and also permitted non...

  • Page 24
    ... in our direct revenues from such advertisements and an increase in the available space on the existing inventory of billboards in the outdoor advertising industry. Doing business in foreign countries creates certain risks not found in doing business in the United States Doing business in foreign...

  • Page 25
    ... in the integration of operations and systems; our management's attention may be diverted from other business concerns; and we may lose key employees of acquired companies or stations. Additional acquisitions by us of radio stations and outdoor advertising properties may require antitrust...

  • Page 26
    ... capital expenditures, invest in new technology and pursue other business opportunities; limiting our liquidity and operational flexibility and limiting our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate...

  • Page 27
    ... 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...

  • Page 28
    ... office building and an approximately 123,000 square foot data and administrative service center. Radio Broadcasting Our radio executive operations are located in our corporate headquarters in San Antonio, Texas. The types of properties required to support each of our radio stations include offices...

  • Page 29
    ...five "template" cases involving five regional markets, Los Angeles, Boston, New York, Chicago and Denver. Defendants opposed that motion and, on October 22, 2007, the district court issued its decision certifying the class for each regional market. On February 20, 2008, defendants filed a Motion for...

  • Page 30
    ... Capital II, LLC are owned by Clear Channel Media Holdings, Inc. ("CCMH"). All equity interests in CCMH are owned, directly or indirectly, by the Sponsors and their co-investors, the public and certain employees of CCMH and its subsidiaries, including certain named executive officers and directors...

  • Page 31
    ... and the related notes thereto appearing elsewhere in this Annual Report on Form 10-K. The statement of operations for the year ended December 31, 2008 is comprised of two periods: post-merger and pre-merger. We applied purchase accounting adjustments to the opening balance sheet on July 31, 2008 as...

  • Page 32
    ...Discontinued operations Net income (loss) attributable to the Company Diluted: Income (loss) attributable to the Company before discontinued operations Discontinued operations Net income (loss) attributable to the Company Dividends declared per share (In thousands) Balance Sheet Data: Current assets...

  • Page 33
    ... of the SEC, the financial statements and related footnotes included in Item 6 and Item 8 of Part II of this report are those of Clear Channel Capital I, LLC ("Clear Channel Capital"), the direct parent of Clear Channel Communications, Inc., a Texas corporation ("Clear Channel" or "Subsidiary Issuer...

  • Page 34
    ..."International outdoor advertising"). Included in the "other" segment are our media representation business, Katz Media, as well as other general support services and initiatives. We manage our operating segments primarily focusing on their operating income, while Corporate expenses, Merger expenses...

  • Page 35
    ... $16.0 million, respectively. We subsequently sold our taxi advertising business in the fourth quarter of 2009 and recorded a loss of $20.9 million. Interim Impairments to FCC Licenses FCC broadcast licenses are granted to radio stations for up to eight years under the Telecommunications Act of 1996...

  • Page 36
    ...-lived intangible assets. Our key assumptions using the direct valuation method are market revenue growth rates, market share, profit margin, duration and profile of the build-up period, estimated start-up capital costs and losses incurred during the build-up period, the riskadjusted discount rate...

  • Page 37
    ...The capital structure was estimated based on the quarterly average of data for publicly traded companies in the radio broadcasting industry. These market driven changes were responsible for the decline in the calculated discount rate. As a result of the increase in the fair value of our FCC licenses...

  • Page 38
    ... to the pricing structure and demand for outdoor signage in a market being relatively constant regardless of the owner of the operation. Management also relied on its internal forecasts because there is little public data available for each of its markets. The build-up period represents the time it...

  • Page 39
    ...publicly traded companies in the outdoor advertising industry. The calculation of the discount rate required the rate of return on debt, which was based on a review of the credit ratings for comparable companies (i.e. market participants). We used the yield on a Standard & Poor's "B" rated corporate...

  • Page 40
    ... on interest-bearing debt and common equity capital in proportion to their estimated percentages in an expected capital structure. The capital structure was estimated based on the quarterly average of data for publicly traded companies in the outdoor advertising industry. The fair value of our...

  • Page 41
    ... flows during the discrete projection period and terminal value were added to estimate the fair value of the reporting units. The discount rate utilized in the valuation of the FCC licenses and outdoor permits as of December 31, 2008 and June 30, 2009 excludes the company-specific risk premiums that...

  • Page 42
    ... 21% and 29% for Radio, Americas outdoor and International outdoor, respectively, compared to the forecasts used in the July 30, 2008 preliminary purchase price allocation primarily as a result of our revenues realized for the year ended December 31, 2008. These market driven changes were primarily...

  • Page 43
    ... Radio Broadcasting Americas Outdoor International Outdoor Revenue growth rate $ 770,000 $ 480,000 $ 180,000 Profit margin $ 210,000 $ 110,000 $ 150,000 Discount rates $ 700,000 $ 430,000 $ 160,000 A rollforward of our goodwill balance from July 30, 2008 through December 31, 2009 by reporting unit...

  • Page 44
    ... Direct operating expenses SG&A expenses Corporate expenses Total Sale of Non-core Radio Stations Our sale of non-core radio stations was substantially complete in the first half of 2008. We determined that each radio station market in our non-core radio station sales represents a disposal group...

  • Page 45
    .../or increase our audience share. Americas and International Outdoor Advertising Our outdoor advertising business has been, and may continue to be, adversely impacted by the difficult economic conditions currently present in the United States and other countries in which we operate. The recession has...

  • Page 46
    ... guaranteed amounts payable that we may have with the landlords. The terms of our site leases and revenue-sharing or minimum guaranteed contracts generally range from one to 20 years. In our International business, normal market practice is to sell billboards and street furniture as network packages...

  • Page 47
    ... $321.2 million during 2009 compared to 2008. Our international outdoor business contributed $217.6 million of the overall decrease primarily from a decrease in site-lease expenses from lower revenue and cost savings from the restructuring program and $85.6 million related to movements in foreign...

  • Page 48
    44

  • Page 49
    ... litigation settled in the current year. Other Operating Income (Expense) - Net The $50.8 million expense for 2009 is primarily related to a $42.0 million loss on the sale and exchange of radio stations and a $20.9 million loss on the sale of our taxi advertising business. The losses were partially...

  • Page 50
    ... in earnings of nonconsolidated affiliates in 2008 is a $75.6 million gain on the sale of our 50% interest in Clear Channel Independent, a South African outdoor advertising company. Other Income (Expense) - Net Other income of $679.7 million in 2009 relates to an aggregate gain of $368.6 million...

  • Page 51
    ... related to the sale of our television business and the sale of radio stations. Radio Broadcasting Results of Operations Our radio broadcasting operating results were as follows: (In thousands) Revenue Direct operating expenses SG&A expenses Depreciation and amortization Operating income Years Ended...

  • Page 52
    ...) Years Ended December 31, 2009 2008 Post-Merger Combined $ 639,854 $ 979,121 217,617 322,210 (68,727) 6,221 (43,963) (31,419) (4,118,924) (5,268,858) (50,837) 28,032 - (155,769) (262,166) (245,915) $ (3,687,146) $ (4,366,377) 48 Radio Broadcasting Americas Outdoor Advertising International Outdoor...

  • Page 53
    ... and non-renewals from major national advertisers. The declines were partially offset by an increase from our international outdoor revenue of approximately $62.3 million, with roughly $60.4 million from movements in foreign exchange. Direct Operating Expenses Our consolidated direct operating...

  • Page 54
    ...$14.1 million income in 2007 related primarily to $8.9 million gain from the sale of street furniture assets and land in our international outdoor segment as well as $3.4 million from the disposition of assets in our radio segment. Interest Expense The increase in interest expense for 2008 over 2007...

  • Page 55
    ...outdoor equity method investments and declines in equity in income from our investments in certain international radio broadcasting companies as well as the loss of equity in earnings from the disposition of Clear Channel Independent. Other Income - Net Other income of $126.4 million in 2008 relates...

  • Page 56
    ...the number of digital displays. Other miscellaneous revenues also declined approximately $13.6 million. Our Americas direct operating expenses increased $57.0 million primarily from higher site-lease expenses of $45.2 million primarily attributable to new taxi, airport and street furniture contracts...

  • Page 57
    ... of Segment Operating Income (Loss) (In thousands) Radio Broadcasting Americas Outdoor Advertising International Outdoor Advertising Other Impairment charges Other operating income - net Merger expenses Corporate Consolidated operating income (loss) Years Ended December 31, 2008 2007 Combined...

  • Page 58
    ... compensation costs related to share-based payments for the years ended December 31, 2009, 2008 and 2007: (In millions) 2009 Post-Merger Radio Broadcasting Direct operating expenses SG&A expenses Americas Outdoor Advertising Direct operating expenses SG&A expenses International Outdoor Advertising...

  • Page 59
    ...to new billboard and street furniture contracts and renewals of existing contracts. We received proceeds of $41.6 million primarily related to the sale of our remaining investment in Grupo ACIR. In addition, we received proceeds of $48.8 million primarily related to the disposition of radio stations...

  • Page 60
    ... for the purchase of outdoor display faces and additional equity interest in international outdoor companies, representation contracts and two FCC licenses. In addition, we received proceeds of $38.6 million primarily from the sale of radio stations, $41.5 million related to the sale of Americas...

  • Page 61
    .... The current global economic downturn has resulted in a decline in advertising and marketing services among our customers, resulting in a decline in advertising revenues across our businesses. This reduction in advertising revenues has had an adverse effect on our revenue, profit margins, cash...

  • Page 62
    ... of Clear Channel Outdoor Holdings, Inc., in tender offers, open market purchases, privately negotiated transactions or otherwise. We may also sell certain assets or properties and use the proceeds to reduce our indebtedness or the indebtedness of our subsidiaries. These purchases or sales, if...

  • Page 63
    ... in years four and five and 1% thereafter, with the balance being payable on the final maturity date (January 2016) of such term loans. • • We are required to repay all borrowings under the receivables based facility and the revolving credit facility at their final maturity in July 2014...

  • Page 64
    ... charge, other operating income (expense) - net, all as shown on the consolidated statement of operations plus non-cash compensation, and is further adjusted for certain items, including: (i) an increase for expected cost savings (limited to $100.0 million in any twelve month period) of $100...

  • Page 65
    ... excess. We may voluntarily repay outstanding loans under the receivables based credit facility at any time without premium or penalty, other than customary "breakage" costs with respect to Eurocurrency rate loans. The receivables based credit facility is guaranteed by, subject to certain exceptions...

  • Page 66
    ... assets; sell certain assets, including capital stock of its subsidiaries, to persons other than Clear Channel Communications and its subsidiaries (other than CCOH). The indenture governing the Series A Notes does not include limitations on dividends, distributions, investments or asset sales. The...

  • Page 67
    ... million in "Other operating income (expense) - net." In addition, we exchanged radio stations in our radio markets for assets located in a different market and recognized a loss of $28.0 million in "Other operating income (expense) - net." During 2009, we sold international assets for $11.3 million...

  • Page 68
    ...of long-term debt CC Finco II, LLC Principal amount of debt repurchased (3) Deferred loan costs and other Gain recorded in "Other income (expense) - net" (2) Cash paid for repurchases of long-term debt (1) (2) (3) Year Ended December 31, 2009 2008 Post-Merger Post-Merger $ 801,302 $ 102,241 (146,314...

  • Page 69
    ... the year ended December 31, 2009. Capital expenditures on a combined basis for the year ended December 31, 2008 were $430.5 million. (In millions) Radio 41.9 - $ 41.9 $ Americas Outdoor Advertising $ 23.3 61.1 $ 84.4 Year Ended December 31, 2009 International Outdoor Corporate and Advertising Other...

  • Page 70
    ...We lease office space, certain broadcast facilities, equipment and the majority of the land occupied by our outdoor advertising structures under long-term operating leases. Some of our lease agreements contain renewal options and annual rental escalation clauses (generally tied to the consumer price...

  • Page 71
    ...entered into pay-fixed rate receive floating rate swap agreements, bears interest at floating rates. Assuming the current level of borrowings and interest rate swap contracts and assuming a 30% change in LIBOR, it is estimated that our interest expense for the year ended December 31, 2009 would have...

  • Page 72
    ... July 1, 2009. Statement of Financial Accounting Standards No. 167, Amendments to FASB Interpretation No. 46(R) ("Statement No. 167"), which is not yet codified, was issued in June 2009. Statement No. 167 shall be effective as of the beginning of each reporting entity's first annual reporting period...

  • Page 73
    ... attribution of that income between the controlling and noncontrolling interests, and increases and decreases in the noncontrolling ownership interest amount will be accounted for as equity transactions. The provisions of ASC 810-10-45 are effective for the first annual reporting period beginning on...

  • Page 74
    ... in ASC 825-10-50, was issued in April 2009. ASC 825-10-50 amends prior authoritative guidance to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. The provisions of ASC 825-10-50...

  • Page 75
    ...-lived intangible assets. Our key assumptions using the direct valuation method are market revenue growth rates, market share, profit margin, duration and profile of the build-up period, estimated start-up capital costs and losses incurred during the build-up period, the riskadjusted discount rate...

  • Page 76
    ...capitalized cost is depreciated over the expected useful life of the related asset. Due to the high rate of lease renewals over a long period of time, our calculation assumes all related assets will be removed at some period over the next 50 years. An estimate of third-party cost information is used...

  • Page 77
    ...-line basis over the vesting period. For awards that will vest based on market, performance and service conditions, this cost will be recognized when it becomes probable that the performance conditions will be satisfied. Determining the fair value of share-based awards at the grant date requires...

  • Page 78
    ... public accounting firm has unrestricted 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/ Mark P. Mays President and Chief Executive Officer /s/ Thomas W. Casey Chief Financial Officer...

  • Page 79
    ...in accordance with the standards of the Public Company Accounting Oversight Board (United States), Clear Channel Capital's internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring...

  • Page 80
    CONSOLIDATED BALANCE SHEETS OF CLEAR CHANNEL CAPITAL I, LLC ASSETS (In thousands) December 31, 2009 CURRENT ASSETS Cash and cash equivalents Accounts receivable, net of allowance of $71,650 in 2009 and $97,364 in 2008 Income taxes receivable Prepaid expenses Other current assets Total Current Assets...

  • Page 81
    ...share data) December 31, 2009 CURRENT LIABILITIES Accounts payable Accrued expenses Accrued interest Current portion of long-term debt Deferred income Total Current Liabilities Long-term debt Deferred income...'s Deficit See Notes to Consolidated Financial Statements 77 455,648 2,109,007 (9,076...2008

  • Page 82
    ...OF CLEAR CHANNEL CAPITAL I, LLC Year Ended December 31, 2009 Post-Merger $ 5,551,909 2,583,263 1,466,593 765,474 253,964 - 4,118,924 (50,837) (3,687,146) 1,500,866 (13,371) (20,689) 679,716 (4,542,356) 76,129 417,191 493,320 (4,049,036) - (4,049,036) (14,950) $(4,034,086) 151,422 Period from July 31...

  • Page 83
    ...(loss) attributable to the Company before discontinued operations - diluted Discontinued operations - diluted Net income (loss) attributable to the Company - diluted Weighted average common shares - diluted Dividends declared per share See Notes to Consolidated Financial Statements 78 495,044 $ .80...

  • Page 84
    ...included in net income Pre-merger Balances at July 30, 2008 Elimination of pre-merger equity Post-merger Balances at July 31, 2008 Net (loss) Issuance of restricted stock awards and other Amortization and adjustment of deferred compensation Other Comprehensive income: Currency translation adjustment...

  • Page 85
    ..., except share data) Common Shares Issued Noncontrolling Interest Common Stock Retained (Deficit) Post-merger Balances at December 31, 2008 Net (loss) Issuance (forfeiture) of restricted stock awards and other Amortization and adjustment of deferred compensation Other Comprehensive income: Currency...

  • Page 86
    CONSOLIDATED STATEMENTS OF CASH FLOWS OF CLEAR CHANNEL CAPITAL I, LLC Year Ended December 31, 2009 Post-Merger $ (4,049,036) - (4,049,036) Period from July 31 through December 31, 2008 Post-Merger $ (5,042,479) (1,845) (5,040,634) Period from January 1 through July 30, 2008 Pre-Merger $ 1,053,677 ...

  • Page 87
    ...Dividends paid Payments for purchase of noncontrolling interest Payments for purchase of common shares Net cash provided by (used in) financing activities Period from July 31 through December 31, 2008 Post-Merger Period from January 1 through July 30, 2008 Pre-Merger Years Ended December 31, 2007...

  • Page 88
    ... cash equivalents at end of period SUPPLEMENTAL DISCLOSURE: Cash paid during the year for: Interest Income taxes - - - - 1,644,148 239,846 1,883,994 Period from July 31 through December 31, 2008 Post-Merger Period from January 1 through July 30, 2008 Pre-Merger Years Ended December 31, 2007 Pre...

  • Page 89
    ... by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. (together, the "Sponsors") for the purpose of acquiring the business of Clear Channel Communications, Inc., a Texas company ("Clear Channel"). The acquisition was completed on July 30, 2008 pursuant to the Agreement and Plan of Merger...

  • Page 90
    ... post-merger period as such information is not meaningful. During the postmerger periods ended December 31, 2009 and 2008, Clear Channel Capital II, LLC is the sole member of the Company and owns 100% of the limited liability company interests. Clear Channel Capital does not have any publicly traded...

  • Page 91
    ... changes in current economic conditions. The Company believes its concentration of credit risk is limited due to the large number and the geographic diversification of its customers. Land Leases and Other Structure Licenses Most of the Company's outdoor advertising structures are located on leased...

  • Page 92
    ... and street furniture contracts, talent and representation contracts, customer and advertiser relationships, and site-leases, all of which are amortized over the respective lives of the agreements, or over the period of time the assets are expected to contribute directly or indirectly to the Company...

  • Page 93
    ...of 2009, the Company recorded a $16.5 million impairment related to billboard contract intangible assets in its International segment. The Company's indefinite-lived intangibles include broadcast FCC licenses in its radio broadcasting segment and billboard permits in its Americas outdoor advertising...

  • Page 94
    ... typically cover periods of up to three years and are generally billed monthly. Revenue for outdoor advertising space rental is recognized ratably over the term of the contract. Advertising revenue is reported net of agency commissions. Agency commissions are calculated based on a stated percentage...

  • Page 95
    ... 35.0 Period from January 1 through July 30, 2008 Pre-Merger $ 40.2 38.9 Year ended December 31, 2007 Pre-Merger $ 70.7 70.4 Barter and trade expenses for 2009 include $14.9 million of trade receivables written off as it was determined they no longer had value to the Company. Share-Based Payments...

  • Page 96
    ... expenses from continuing operations were: (In millions) Year ended December 31, 2009 Post-Merger Advertising expenses Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make...

  • Page 97
    ..., the FASB will issue new standards in the form of ASUs. ASC 105-10 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Company adopted the provisions of ASC 105-10 on July 1, 2009. Statement of Financial Accounting Standards No. 167...

  • Page 98
    ...the Company filed a Form 8-K filed on December 11, 2009 to retrospectively recast the historical financial statements and certain disclosures included in its Annual Report on Form 10-K for the year ended December 31, 2008 for the adoption of ASC 810-10-45. Statement of Financial Accounting Standards...

  • Page 99
    ... its acquisition of Clear Channel on July 30, 2008. The transaction was accounted for as a purchase in accordance with Statement of Financial Accounting Standards No. 141, Business Combinations, and Emerging Issues Task Force Issue 88-16, Basis in Leveraged Buyout Transactions. CCMH allocated...

  • Page 100
    ... definite-lived intangible assets, corporate expenses associated with new equity based awards granted to certain members of management, expenses associated with the accelerated vesting of employee share based awards upon closing of the merger, interest expense related to debt issued in conjunction...

  • Page 101
    ...'s financial position or results of operations. NOTE C - DISCONTINUED OPERATIONS Sale of non-core radio stations The Company determined that each radio station market in Clear Channel's previously announced non-core radio station sales represents a disposal group consistent with the provisions of...

  • Page 102
    ... income tax benefit of $1.3 million for the period July 31 through December 31, 2008. Included for the period from January 1 through July 30, 2008 is income tax expense of $62.4 million and a gain of $695.8 million related to the sale of Clear Channel's television business and certain radio stations...

  • Page 103
    ... furniture, and other outdoor contractual rights Customer / advertiser relationships Talent contracts Representation contracts Other Total Total amortization expense from continuing operations related to definite-lived intangible assets was: (In millions) Year ended December 31, 2009 Post-Merger...

  • Page 104
    ... for advertising negatively impacted the key assumptions used in the discounted cash flow models used to value the Company's FCC licenses since the merger. Therefore, the Company performed an interim impairment test on its FCC licenses as of December 31, 2008, which resulted in a non-cash impairment...

  • Page 105
    ... an expected capital structure. The capital structure was estimated based on the quarterly average of data for publicly traded companies in the radio broadcasting industry. The calculation of the discount rate required the rate of return on debt, which was based on a review of the credit ratings for...

  • Page 106
    ... structure was estimated based on the quarterly average of data for publicly traded companies in the radio broadcasting industry. These market driven changes were responsible for the decline in the calculated discount rate. As a result of the increase in the fair value of the Company's FCC licenses...

  • Page 107
    ... to the pricing structure and demand for outdoor signage in a market being relatively constant regardless of the owner of the operation. Management also relied on its internal forecasts because there is little public data available for each of its markets. The build-up period represents the time it...

  • Page 108
    ... quarterly average of data for publicly traded companies in the outdoor advertising industry. The calculation of the discount rate required the rate of return on debt, which was based on a review of the credit ratings for comparable companies (i.e. market participants). Management used the yield on...

  • Page 109
    ... discount rates based on its budgets, business plans, economic projections, anticipated future cash flows and marketplace data. There are inherent uncertainties related to these factors and management's judgment in applying these factors. The Company engaged Mesirow Financial to assist the Company...

  • Page 110
    ... the related assets, discounted to their present value using a risk-adjusted discount rate. Terminal values are also estimated and discounted to their present value. The Company forecasted revenue, expenses, and cash flows over a ten-year period for each of its reporting units. In projecting future...

  • Page 111
    ... flows during the discrete projection period and terminal value were added to estimate the fair value of the reporting units. The discount rate utilized in the valuation of the FCC licenses and outdoor permits as of December 31, 2008 and June 30, 2009 excludes the company-specific risk premiums that...

  • Page 112
    ... 21% and 29% for Radio, Americas outdoor and International outdoor, respectively, compared to the forecasts used in the July 30, 2008 preliminary purchase price allocation primarily as a result of the revenues realized for the year ended December 31, 2008. These market driven changes were primarily...

  • Page 113
    ... Clear Channel sold a portion of its investment in Grupo ACIR for approximately $47.0 million on July 1, 2008 and recorded a gain of $9.2 million in "equity in earnings of nonconsolidated affiliates" during the pre-merger period ended July 30, 2008. Effective January 30, 2009 the Company sold...

  • Page 114
    ... cost is capitalized as part of the related long-lived assets' carrying value. Due to the high rate of lease renewals over a long period of time, the calculation assumes that all related assets will be removed at some period over the next 50 years. An estimate of third-party cost information is used...

  • Page 115
    ...Asset Sale Facility Due 2016 (1) Revolving Credit Facility Due 2014 Delayed Draw Facilities Due 2016 Receivables Based Facility Due 2014 Other Secured Long-term Debt Total Consolidated Secured Debt Senior Cash Pay Notes Senior Toggle Notes Clear Channel Senior Notes: 4.25% Senior Notes Due 2009 7.65...

  • Page 116
    ...outstanding indebtedness of Clear Channel or its subsidiaries or outstanding equity securities of Clear Channel Outdoor Holdings, Inc., in tender offers, open market purchases, privately negotiated transactions or otherwise. The Company may also sell certain assets or properties and use the proceeds...

  • Page 117
    ... 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. • The obligations of any foreign subsidiaries that are...

  • Page 118
    ... to the receivables based credit facility which is (i) 1.40% in the case of base rate loans and (ii) 2.40% 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. Clear Channel is required to pay each...

  • Page 119
    ... outstanding notes at any time on or prior to August 1, 2011 with the net cash proceeds raised in one or more equity offerings. If the Company undergoes a change of control, sells certain of its assets, or issues certain debt offerings, it may be required to offer to purchase notes from holders. The...

  • Page 120
    ... assets; sell certain assets, including capital stock of its subsidiaries, to persons other than Clear Channel Communications and its subsidiaries (other than CCOH). The indenture governing the Series A Notes does not include limitations on dividends, distributions, investments or asset sales. The...

  • Page 121
    ... the proceeds is available to CCOI for general corporate purposes. In this regard, all of the remaining proceeds could be used to pay dividends from CCOI to CCOH. In turn, CCOH could declare a dividend to its shareholders, of which Clear Channel would receive its proportionate share. Payment of such...

  • Page 122
    (1) (2) (3) Represents unamortized fair value purchase accounting discounts recorded as a result of the merger. CC Finco, LLC, and CC Finco II, LLC, repurchased certain of Clear Channel's legacy notes, senior cash pay notes and senior toggle notes at a discount, resulting in a gain on the ...

  • Page 123
    ...-merger period in "Gain (loss) on marketable securities" related to terminating the contracts and selling the underlying AMT shares. Foreign Currency Rate Management Clear Channel terminated its cross currency swap contracts on July 30, 2008 by paying the counterparty $196.2 million from available...

  • Page 124
    ... its outdoor advertising structures under long-term operating leases. The Company accounts for these leases in accordance with the policies described above. The Company's contracts with municipal bodies or private companies relating to street furniture, billboard, transit and malls generally require...

  • Page 125
    ...and other public amenities or advertising structures. Historically, any such penalties have not materially impacted the Company's financial position or results of operations. As of December 31, 2009, the Company's future minimum rental commitments under non-cancelable operating lease agreements with...

  • Page 126
    ... components of the provision for income tax expense (benefit) are as follows: (In thousands) Year ended December 31, 2009 Post-Merger $ (104,539) 15,301 13,109 (76,129) (366,024) (30,399) (20,768) (417,191) (493,320) Period from July 31 through December 31, 2008 Post-Merger $ (100,578) 15,755 8,094...

  • Page 127
    ... acquisition of Clear Channel. The additional deferred tax liabilities primarily relate to differences between the purchase accounting adjusted book basis and the historical tax basis of the Company's intangible assets. During the post-merger period ended December 31, 2008, the Company recorded an...

  • Page 128
    ... were generated by certain acquired companies prior to their acquisition by Clear Channel. The utilization of the net operating loss carryforwards reduced current taxes payable and current tax expense for the year ended December 31, 2007. Clear Channel's effective income tax rate for 2007 was 34...

  • Page 129
    ... of the awards based on a market price of $36.00 per share. Holders of restricted stock awards received $36.00 per share in cash or a share of Company stock per share of Clear Channel restricted stock. Approximately $39.2 million of share-based compensation was recognized in the pre-merger period as...

  • Page 130
    ... years if certain predetermined performance targets are met. The equity incentive plan contains antidilutive provisions that permit an adjustment of the number of shares of CCMH's common stock represented by each option for any change in capitalization. The Company accounts for share-based payments...

  • Page 131
    ... to Clear Channel restricted stock. On July 30, 2008, CCMH granted 555,556 shares of restricted stock to each its Chief Executive Officer and Chief Financial Officer under its 2008 Incentive Plan. The aggregate fair value of these awards was $40.0 million, based on the market value of a share of...

  • Page 132
    ... risk free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods equal to the expected life of the option. The following assumptions were used to calculate the fair value of CCO's options on the date of grant: Post-Merger Period from July 31 through Year...

  • Page 133
    ... during the post-merger period from July 31 through December 31, 2008 was $2.3 million. The total fair value of CCO options vested during the pre-merger year ended December 31, 2007 was $2.0 million. Restricted Stock Awards CCO also grants restricted stock awards to employees and directors of CCO...

  • Page 134
    ...15,911 Pre-Merger January 1 - Year Ended July 30, December 31, 2007 2008 $ 21,162 $ 16,975 21,213 14,884 20,348 12,192 $ 62,723 $ 44,051 Direct operating expenses Selling, general & administrative expenses Corporate expenses Total share based compensation expense As of December 31, 2009, there was...

  • Page 135
    ..., except per share data) Pre-Merger Period from January 1 Year ended through July 30, December 31, 2008 2007 $ 1,036,525 640,236 396,289 2,333 $ 938,507 145,833 792,674 4,786 NUMERATOR: Income (loss) before discontinued operations attributable to the Company - common shares Less: Income (loss) from...

  • Page 136
    ...the opportunity to purchase shares of the Clear Channel's common stock at 95% of the market value on the day of purchase. During each calendar year, employees were able to purchase shares having a value not exceeding 10% of their annual gross compensation or $25,000, whichever was lower. The Company...

  • Page 137
    ...- OTHER INFORMATION (In thousands) Post-Merger Period from July 31 through Year ended December 31, December 31, 2008 2009 Pre-Merger Period from January 1 Year ended through July 30, December 31, 2008 2007 The following details the components of "Other income (expense) - net": Foreign exchange gain...

  • Page 138
    ... street furniture displays and transit displays. The other category includes our media representation firm as well as other general support services and initiatives which are ancillary to our other businesses. Share-based payments are recorded by each segment in direct operating and selling, general...

  • Page 139
    ...In thousands) Americas International Outdoor Outdoor Radio Broadcasting Advertising Advertising Other Corporate and other reconciling items Eliminations Consolidated Post-Merger Year Ended December 31, 2009 $ 2,736,404 $ 1,238,171 $ 1,459,853 $ 200,467 $ - $ Revenue Direct operating expenses 901...

  • Page 140
    Americas International Outdoor Outdoor Radio Other Broadcasting Advertising Advertising Pre-Merger Period from January 1, 2008 through July 30, 2008 Revenue $ 1,937,980 $ 842,831 $ 1,119,232 $111,990 Direct operating expenses 570,234 370,924 748,508 46,490 Selling, general and administrative ...

  • Page 141
    ...,419 Revenue Operating expenses: Direct operating expenses Selling, general and administrative expenses Depreciation and amortization Corporate expenses Merger expenses Impairment charges (1) Other operating income (expense) - net Operating income (loss) Interest expense Gain (loss) on marketable...

  • Page 142
    ... the tax benefits recorded in the fourth quarters of 2009 and 2008. The third quarter results of operations contain two months of post-merger and one month of pre-merger results, which relate to the period succeeding the merger and the periods preceding the merger, respectively. The Company believes...

  • Page 143
    ...attributable to the Company before discontinued operations - Diluted Discontinued operations - Diluted Net income (loss) attributable to the Company - Diluted Weighted average common shares - Diluted Dividends declared per share Period from July 31 through September 30, 2008 Post-Merger $ 1,128,136...

  • Page 144
    ... of the Sponsors for such services at a rate not greater than $15.0 million per year. For the year ended December 31, 2009, the Company recognized management fees of $15.0. For the post-merger period ended December 31, 2008, the Company recognized management fees of $6.3 million. In addition...

  • Page 145
    ... in connection with the offering of subsidiary level senior notes discussed in Note G. (b) Clear Channel is the issuer of most of the Company's indebtedness. In December 2009, Clear Channel Outdoor, Inc. (a nonguarantor subsidiary), issued $2.5 billion in notes discussed more fully in Note G. 140

  • Page 146
    ...,940,697 - 2,679,312 575,739 (2,916,231) $21,125,463 (a) Clear Channel had a note receivable in the original principal amount of $2.5 billion from Clear Channel Outdoor, Inc. at December 31, 2008. (b) Clear Channel was the issuer of substantially all of the Company's indebtedness as of December 31...

  • Page 147
    ...) Revenue Operating expenses: Direct operating expenses Selling, general and administrative expenses Depreciation and amortization Corporate expenses Merger expenses Impairment charges Other operating income (expense) - net Operating income (loss) Interest expense, net Loss on marketable securities...

  • Page 148
    ...) Revenue Operating expenses: Direct operating expenses Selling, general and administrative expenses Depreciation and amortization Impairment charges Corporate expenses Merger expenses Other operating income - net Operating income (loss) Interest (income) expense, net Loss on marketable securities...

  • Page 149
    ...$ 1,036,525 Revenue Operating expenses: Direct operating expenses Selling, general and administrative expenses Depreciation and amortization Corporate expenses Merger expenses Other operating income - net Operating income (loss) Interest (income) expense, net Gain on marketable securities Equity in...

  • Page 150
    ...938,507 Revenue Operating expenses: Direct operating expenses Selling, general and administrative expenses Depreciation and amortization Corporate expenses Merger expenses Other operating income - net Operating income (loss) Interest (income) expense Gain on marketable securities Equity in earnings...

  • Page 151
    ... Clear Channel notes Proceeds from sales of other investments Purchases of property, plant and equipment Proceeds from disposal of assets Acquisition of operating assets Decrease (increase) in other - net Net cash provided by (used in) investing activities $ Parent Company Subsidiary Issuer Year...

  • Page 152
    ... noncontrolling interest Payments for purchase of common shares Net cash provided by (used in) financing activities Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period $ Parent Company 11,467 - - (184) 11...

  • Page 153
    ...other - net Cash used to purchase equity Net cash provided by (used in) investing activities Parent Company $ (5,095,942) - (5,095,942) - - 397 5,093,258 - - (3,433) (5,720 2,142,830) (2,142,830) Period from July 31 through December 31, 2008 Subsidiary Guarantor Non-Guarantor Issuer Subsidiaries...

  • Page 154
    ... Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period Parent Company - - - - - 5,720 - 2,142,830 - 2,148,550 Subsidiary Issuer Period from July 31 through December 31, 2008 Guarantor Non-Guarantor Subsidiaries Subsidiaries Eliminations - - - (4,098) - (134...

  • Page 155
    ... of note discounts Share-based compensation (Gain) loss on disposal of assets (Gain) loss forward exchange contract (Gain) loss on trading securities Equity in (earnings) loss of nonconsolidated affiliates (Gain) loss on debt extinguishment Other reconciling items - net Changes in operating assets...

  • Page 156
    ... Cash and cash equivalents at end of period Parent Company Subsidiary Issuer 620,464 (715,127) - (625,000) 935,681 - 13,515 (93,367) (3,517) 132,649 Period from January 1 through July 30, 2008 Guarantor Non-Guarantor Subsidiaries Subsidiaries Eliminations - - - (652,686) (789,261) (110,410...

  • Page 157
    ... of note discounts Share-based compensation (Gain) loss on disposal of assets (Gain) loss forward exchange contract (Gain) loss on trading securities Equity in (earnings) loss of nonconsolidated affiliates Other reconciling items - net Changes in operating assets and liabilities: Changes in other...

  • Page 158
    ... by discontinued operations Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period Parent Company Subsidiary Issuer 780,138 (1,628,400) - (250,000) 1,339,415 69,236 (372,369) (61,980 Year ended December...

  • Page 159
    NOTE T - SUBSEQUENT EVENTS On January 15, 2010, Clear Channel redeemed its 4.50% senior notes at their maturity for $250.0 million with available cash on hand. ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not Applicable 154

  • Page 160
    ..., 2009, based on those criteria. Ernst & Young LLP, the independent registered public accounting firm that audited the consolidated financial statements of the Company included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of the Company's internal control...

  • Page 161
    ... express an opinion on Clear Channel Capital's internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain...

  • Page 162
    ITEM 9B. Other Information Not Applicable 157

  • Page 163
    ... Governance Intentionally omitted in accordance with General Instruction I(2)(c) of Form 10-K. ITEM 11. Executive Compensation Intentionally omitted in accordance with General Instruction I(2)(c) of Form 10-K. ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related...

  • Page 164
    ...following financial statement schedule for the years ended December 31, 2009, 2008 and 2007 and related report of independent auditors is filed as part of this report and should be read in conjunction with the consolidated financial statements. Schedule II Valuation and Qualifying Accounts All other...

  • Page 165
    ... Beginning of period Charges to Costs, Expenses and other Write-off of Accounts Receivable Balance at end of Period Description Year ended December 31, 2007 Period from January 1, through July 30, 2008 Period from July 31, through December 31, 2008 Year ended December 31, 2009 (1) Primarily foreign...

  • Page 166
    ... spin-off of Live Nation and certain net operating loss carryforwards. During 2007 the amount of capital loss carryforward and the related valuation allowance were adjusted due to the impact of settlements of various matters with the Internal Revenue Service for the 1999-2004 tax years. During 2008...

  • Page 167
    ... 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...

  • Page 168
    ...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). Twenty-Second Supplemental Indenture, dated as of January 2, 2008, by and between Clear Channel and The...

  • Page 169
    ... 6 to the Company's Form 8-A Registration Statement filed July 30, 2008). Amended and Restated Employment Agreement, dated as of April 24, 2007, by and between L. Lowry Mays and Clear Channel Communications, Inc. (Incorporated by reference to Exhibit 10.1 to Clear Channel's Current Report on Form...

  • Page 170
    ...13 to the Company's Current Report on Form 8-K filed July 30, 2008). 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...

  • Page 171
    ...to the Company's Current Report on Form 8-K filed on July 30, 2008). Supplemental Indenture, dated December 9, 2008, by and among CC Finco Holdings, LLC, a subsidiary of Clear Channel Communications, Inc. and Law Debenture Trust Company of New York. Registration Rights Agreement, dated July 30, 2008...

  • Page 172
    ... America Securities LLC and Barclays Capital Inc. Amended and Restated Employment Agreement, dated as of December 22, 2009, by and among Randall T. Mays, Clear Channel Communications, Inc. and CC Media Holdings, Inc. (Incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form...

  • Page 173
    ...Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Certification of Chief Financial Officer...the Securities Exchange Act of 1934. § A management contract or compensatory plan or arrangement required to be filed as an ...

  • Page 174
    ... of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 16, 2010. CLEAR CHANNEL COMMUNICATIONS, INC. By: /s/ Mark P. Mays Mark P. Mays President and Chief Executive Officer Power of Attorney Each person whose signature...

  • Page 175
    Name /s/ Richard J. Bressler Richard J. Bressler /s/ Charles A. Brizius Charles A. Brizius /s/ ...Director Title Date March 16, 2010 Director March 16, 2010 Director March 16, 2010 Director March 16, 2010 Director March 16, 2010 Director March 16, 2010 Director March 16, 2010 Director...

  • Page 176
    ... Communications, Inc., a Texas corporation (the "Issuer") and Law Debenture Trust Company of New York, as trustee (the "Trustee"). WITNESSETH WHEREAS, Clear Channel Communications, Inc. has heretofore executed and delivered to the Trustee an indenture (the "Indenture"), dated as of July 30, 2008...

  • Page 177
    ... due and payable by the Issuer under the Indenture or the Notes shall have been paid in full. (9) Benefits Acknowledged. The Guaranteeing Subsidiary's Guarantee is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and...

  • Page 178
    ... Indenture to be duly executed, all as of the date first above written. CC FINCO HOLDINGS, LLC By: /s/ Hamlet T. Newsom, Jr. Name: Hamlet T. Newsom, Jr. Title: Assistant Secretary LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee By: /s/ James D. Heaney Name: James D. Heaney Title: Vice...

  • Page 179
    ... Agreement") with Clear Channel Communications, Inc. (the "Company"), as successor to BT Triple Crown Merger Co., Inc. and CC Media Holdings, Inc. ("Holdings"), effective July 28, 2008. The parties have agreed as follows: 1. Section 5(a) of the Employment Agreement is hereby amended to read...

  • Page 180
    ...full benefit of strategic and operational improvements above and beyond the plan used in developing Target EBITDA, as determined by the Compensation Committee in its reasonable discretion. At the end of each year, the EBITDA attained shall be calculated by the Chief Accounting Officer of the Company...

  • Page 181
    ... be payable in a single lump sum between January 1 and March 15 of the year following the year for which the Performance Bonus was earned. 2. Section 6(c)(ii) of the Employment Agreement is hereby amended by inserting the phrase "dated as of July 29, 2008 by and among Mergersub, Holdings, Executive...

  • Page 182
    ... your understanding of our agreement, kindly counter-sign in the space below. Sincerely, CC Media Holdings, Inc. By: /s/ Andrew Levin Name: Andrew Levin Title: Executive Vice President, Chief Legal Officer and Secretary Clear Channel Communications, Inc. By: /s/ Andrew Levin Name: Andrew Levin Title...

  • Page 183
    ..., except per share data) Pre-Merger Period from January 1 Year ended through July 30, December 31, 2008 2007 $ 1,036,525 640,236 396,289 2,333 $ 938,507 145,833 792,674 4,786 NUMERATOR: Income (loss) before discontinued operations attributable to the Company - common shares Less: Income (loss) from...

  • Page 184
    ...financial statements and schedule of Clear Channel Communications, Inc., and the effectiveness of internal control over financial reporting of Clear Channel Communications, Inc., included in this Annual Report (Form 10-K) for the year ended December 31, 2009. /s/ Ernst & Young LLP San Antonio, Texas...

  • Page 185
    ...certify that: 1. I have reviewed this Annual Report on Form 10-K of Clear Channel Communications, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances...

  • Page 186
    ...certify that: 1. I have reviewed this Annual Report on Form 10-K of Clear Channel Communications, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances...

  • Page 187
    ... the Annual Report on Form 10-K (the "Form 10-K") for the year ended December 31, 2009 of Clear Channel Communications, Inc...operations of the Issuer. Dated: March 16, 2010 By: /s/ Mark P. Mays Name: Mark P. Mays Title: President and Chief Executive Officer A signed original of this written statement...

  • Page 188
    ... the Annual Report on Form 10-K (the "Form 10-K") for the year ended December 31, 2009 of Clear Channel Communications, Inc...operations of the Issuer. Dated: March 16, 2010 By: /s/ Thomas W. Casey Name: Thomas W. Casey Title: Chief Financial Officer A signed original of this written statement...