10-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

[X]          Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                For the fiscal year ended December 31, 2012, or

[  ]           Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                For the transition period from ________ to _________.

Commission File Number 001-9645

CLEAR CHANNEL COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Texas	74-1787539
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
200 East Basse Road San Antonio, Texas	78209
(Address of principal executive offices)	(Zip code)

(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 [X] 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.

On January 31, 2013, there were 500,000,000 outstanding shares of common stock.

DOCUMENTS INCORPORATED BY REFERENCE

None.

CLEAR CHANNEL COMMUNICATIONS, INC.

INDEX TO FORM 10-K

Page

Number

PART I

Item 1.          Business....................................................................................................................................................................................................... 1

Item 1A.       Risk Factors............................................................................................................................................................................................... 14

Item 1B.        Unresolved Staff Comments................................................................................................................................................................... 22

Item 2.          Properties................................................................................................................................................................................................... 23

Item 3.          Legal Proceedings.................................................................................................................................................................................... 23

Item 4.          Mine Safety Disclosures......................................................................................................................................................................... 24

PART II

Item 5.          Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases

                      of Equity Securities.................................................................................................................................................................................. 25

Item 6.          Selected Financial Data............................................................................................................................................................................ 26

Item 7.          Management’s Discussion and Analysis of Financial Condition and Results of Operations..................................................... 28

Item 7A.       Quantitative and Qualitative Disclosures About Market Risk ......................................................................................................... 65

Item 8.          Financial Statements and Supplementary Data ................................................................................................................................... 66

Item 9.          Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.................................................. 121

Item 9A.       Controls and Procedures....................................................................................................................................................................... 121

Item 9B.        Other Information................................................................................................................................................................................... 123

PART III

Item 10.        Directors, Executive Officers and Corporate Governance (intentionally omitted pursuant

                      to General Instruction I(2)(c) of Form 10-K)....................................................................................................................................... 124

Item 11.        Executive Compensation (intentionally omitted pursuant to General Instruction I(2)(c)

                      of Form 10-K)........................................................................................................................................................................................... 124

Item 12.        Security Ownership of Certain Beneficial Owners and Management and Related

                      Stockholder Matters (intentionally omitted pursuant to General Instruction I(2)(c) of Form 10-K).......................................... 124

Item 13.        Certain Relationships and Related Transactions, and Director Independence (intentionally

                      omitted pursuant to General Instruction I(2)(c) of Form 10-K)........................................................................................................ 125

Item 14.        Principal Accounting Fees and Services............................................................................................................................................ 125

PART IV

Item 15.        Exhibits and Financial Statement Schedules...................................................................................................................................... 126

PART I

ITEM 1.  Business 

Introduction

As permitted by the rules and regulations of the Securities and Exchange Commission (“SEC”), the financial statements and related footnotes included in Item 6 and Item 8 of Part II of this Annual Report on Form 10-K are those of Clear Channel Capital I, LLC (“Clear Channel Capital I”), the direct parent of Clear Channel Communications, Inc., a Texas corporation (“Clear Channel” or the “Subsidiary Issuer”), and contain certain footnote disclosures regarding the financial information of Clear Channel and Clear Channel’s domestic wholly-owned subsidiaries that guarantee certain of Clear Channel’s outstanding indebtedness. All other financial information and other data and information contained in this Annual Report on Form 10-K is that of Clear Channel, unless otherwise indicated. Accordingly, all references in Part I, references in Item 5 of Part II through Item 7A of Part II, references in Item 9 and Item 9A of Part II and all references in Part III of this Annual Report on Form 10-K to “we,” “us,” and “our” refer to Clear Channel and its consolidated subsidiaries.

Clear Channel

On November 16, 2006, Clear Channel entered into the merger agreement with an entity formed by private equity funds sponsored by Bain Capital Partners, LLC (“Bain Capital”) and Thomas H. Lee Partners, L.P. (“THL”) (together, the “Sponsors”) to effect the acquisition of Clear Channel by CC Media Holdings, Inc. (“CCMH”). Clear Channel held a special meeting of its shareholders on July 24, 2008, at which time the proposed merger was approved. On July 30, 2008, upon the satisfaction of the conditions set forth in the merger agreement, CCMH acquired Clear Channel. The acquisition was effected by the merger of an entity formed by the Sponsors, then an indirect subsidiary of CCMH, with and into Clear Channel. As a result of the merger, Clear Channel became a wholly-owned subsidiary of CCMH, held indirectly through intermediate holding companies including Clear Channel Capital I. Upon the consummation of the merger, CCMH became a public company and Clear Channel was no longer a public company.

You can find more information about us at our Internet website located at www.clearchannel.com. Our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and any amendments to those reports are available free of charge through our Internet website as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the Securities and Exchange Commission (“SEC”). The contents of our website are not deemed to be part of this Annual Report on Form 10-K or any of our other filings with the SEC.

Our principal executive offices are located at 200 East Basse Road, San Antonio, Texas 78209 (telephone: 210-822-2828).

During the first quarter of 2012, and in connection with the appointment of the new chief executive officer of our indirect subsidiary, Clear Channel Outdoor Holdings, Inc. (“CCOH”), we reevaluated our segment reporting and determined that our Latin American operations were more appropriately aligned within the operations of our International outdoor advertising segment.  As a result, the operations of Latin America are no longer reflected within our Americas outdoor advertising segment and are currently included in the results of our International outdoor advertising segment.  Accordingly, we have recast the corresponding segment disclosures for prior periods.

Our Business Segments

We are a diversified media and entertainment company with three reportable business segments:  Media and Entertainment (“CCME”); Americas outdoor advertising (“Americas outdoor”); and International outdoor advertising (“International outdoor”).  Our CCME segment provides media and entertainment services via broadcast and digital delivery and also includes our national syndication business.  Our Americas outdoor and International outdoor segments provide outdoor advertising services in their respective geographic regions using various digital and traditional display types.  Our Americas outdoor segment consists of operations primarily in the United States and Canada.  Our International outdoor segment consists of operations primarily in Asia, Australia, Europe and Latin America.  Our “Other” segment includes our full-service media representation business, Katz Media Group (“Katz Media”), as well as other general support services and initiatives, which are ancillary to our other businesses.  Approximately half of our revenue is generated from our CCME segment. The remaining half is comprised of our Americas outdoor and our International outdoor advertising segments, as well as Katz Media and other support services and initiatives.

We are a leading global media and entertainment company specializing in radio, digital, out-of-home, mobile and on-demand entertainment and information services for national audiences and local communities while providing premiere opportunities for advertisers.  Through our strong capabilities and unique collection of assets, we have the ability to deliver compelling content as well as innovative, effective marketing campaigns for advertisers and marketing, creative and strategic partners in the United States and internationally. 

We focus on building the leadership position of our diverse global assets and maximizing our financial performance while serving our local communities. We continue to invest strategically in our digital platforms, including the development of continued enhancements to iHeartRadio, our integrated digital radio platform, and the ongoing deployment of digital outdoor displays.  We intend to continue to execute our strategies while closely managing expenses and focusing on achieving operating efficiencies across our businesses. We share best practices across our businesses and markets to replicate our successes throughout the markets in which we operate.

For more information about our revenue, gross profit and assets by segment and our revenue and long-lived assets by geographic area, see Note 13 to our Consolidated Financial Statements located in Item 8 of Part II of this Annual Report on Form 10-K.

CCME

Our CCME operations include radio broadcasting, online and mobile services and products, program syndication, entertainment, traffic data distribution and music research services.  Our radio stations and content can be heard on AM/FM stations, HD radio stations, satellite radio, at iHeartRadio.com and our radio stations’ websites, through our iHeartRadio mobile application on tablets and smart phones, and via navigation systems.

As of December 31, 2012, we owned 840 domestic radio stations servicing approximately 150 U.S. markets, including 44 of the top 50 markets and 85 of the top 100 markets.  CCME includes radio stations for which we are the licensee and one station for which we provide programming and sell air time under a local marketing agreement (“LMA”).  We are also the beneficiary of Aloha Station Trust, LLC, which owns and operates 20 radio stations which we were required to divest in order to comply with FCC media ownership rules, and which are being marketed for sale.  Our portfolio of stations offers a broad assortment of programming formats, including adult contemporary, country, contemporary hit radio, rock, news/talk, sports, urban, oldies and others.

In addition to our local radio programming, we also operate Premiere Networks (“Premiere”), a national radio network that produces, distributes or represents approximately 90 syndicated radio programs and serves more than 5,000 radio station affiliates.  We also deliver real-time traffic information via navigation systems, radio and television broadcast media and wireless and Internet-based services through our traffic business, Total Traffic Network.

Strategy

Our CCME strategy centers on delivering entertaining and informative content across multiple platforms, including broadcast, mobile and digital.  We strive to serve our listeners by providing the content they desire on the platform they prefer, while supporting advertisers, strategic partners, music labels and artists with a diverse platform of creative marketing opportunities designed to effectively reach and engage target audiences.  Our CCME strategy also focuses on continuing to improve the operations of our stations by providing valuable programming and promotions, as well as sharing best practices across our stations in marketing, distribution, sales and cost management.

Promote Local and National Advertising.  We intend to grow our CCME businesses by continuing to develop effective programming, creating new solutions for our advertisers and agencies, fostering key relationships with advertisers and improving our national sales team. We intend to leverage our diverse collection of assets combined with our programming and creative strengths and our consumer relationships, to create special events such as one-of-a-kind local and national promotions for our listeners, and develop new, innovative technologies and products with which we can promote our advertisers.  We seek to maximize revenue by closely managing our advertising opportunities and pricing to compete effectively in local markets. We operate price and yield information systems, which provide detailed inventory information. These systems enable our station managers and sales directors to adjust commercial inventory and pricing based on local market demand, as well as to manage and monitor different commercial durations (60 second, 30 second, 15 second and five second) in order to provide more effective advertising for our customers at what we believe are optimal prices given market conditions.

Continue to Enhance the Listener Experience.  We intend to continue enhancing the listener experience by offering a wide variety of compelling content and methods of delivery.  We will continue to provide the content our listeners desire on their preferred platforms.  Our investments have created a collection of leading on-air talent. For example, Premiere offers more than 90 syndicated radio programs and services for more than 5,000 radio station affiliates across the United States, including popular programs such as Rush Limbaugh, Sean Hannity, Glenn Beck, Ryan Seacrest, Steve Harvey, Elvis Duran and Delilah. Our distribution capabilities allow us to attract top talent and more effectively utilize programming, sharing our best and most compelling content across many stations.

Deliver Content via Multiple Distribution Technologies.  We continue to expand the choices for our listeners. We deliver music, news, talk, sports, traffic and other content using an array of distribution technologies, including broadcast radio and HD radio

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channels, satellite radio, iHeartRadio.com and our stations’ websites, our iHeartRadio mobile application on smart phones and tablets as well as in-vehicle entertainment and navigation systems.  Some examples of our recent initiatives are as follows:

·Streaming.   We provide streaming content via the Internet, mobile and other digital platforms. We rank among the top streaming networks in the U.S. with regards to Average Active Sessions (“AAS”), Session Starts (“SS”) and Average Time Spent Listening (“ATSL”).  AAS and SS measure the level of activity while ATSL measures the ability to keep the audience engaged.

·Websites and Mobile Applications.  We have developed mobile and Internet applications such as the iHeartRadio smart phone application and website.  These mobile and Internet applications allow listeners to use their smart phones or other digital devices to interact directly with stations, find titles/artists, request songs and create custom stations while providing an additional method for advertisers to reach consumers.  To date, our iHeartRadio mobile application has been downloaded more than 143 million times.  iHeartRadio provides a unique digital music experience by offering access to more than 1,500 live broadcast and digital-only radio stations, plus user-created custom stations with broad social media integration. Through our digital platforms, we estimate that we had more than 46 million unique digital visitors for the month of December 2012.  In addition, during 2012 iHeartRadio streamed, on average, 110 million total listening hours monthly via our websites and mobile applications.

Sources of Revenue

Our CCME segment generated 49%, 48%, and 49% of our revenue for the years ended December 31, 2012, 2011 and 2010, respectively.  The primary source of revenue in our CCME segment is the sale of commercials on our radio stations for local and national advertising.  Our iHeartRadio mobile application and website, our station websites and Total Traffic Network also provide additional means for our advertisers to reach consumers.

Our advertisers cover a wide range of categories, including consumer services, retailers, entertainment, health and beauty products, telecommunications, automotive, media and political.  Our contracts with our advertisers generally provide for a term that extends for less than a one-year period.  We also generate revenues from network compensation, our online services, our traffic business, special events and other miscellaneous transactions.  These other sources of revenue supplement our traditional advertising revenue without increasing on-air-commercial time.

Each radio station’s local sales staff solicits advertising directly from local advertisers or indirectly through advertising agencies.  Our ability to produce commercials that respond to the specific needs of our advertisers helps to build local direct advertising relationships.  To generate national advertising sales, we leverage national sales teams and engage our Katz Media unit, which specializes in soliciting radio advertising sales on a national level for us and other radio and television companies.  National sales representatives such as Katz Media obtain advertising principally from advertising agencies located outside the station’s market and receive commissions based on advertising sold.

Advertising rates are principally based on the length of the spot and how many people in a targeted audience listen to our stations, as measured by independent ratings services.  A station’s format can be important in determining the size and characteristics of its listening audience, and advertising rates are influenced by the station’s ability to attract and target audiences that advertisers aim to reach.  The size of the market influences rates as well, with larger markets typically receiving higher rates than smaller markets.  Rates are generally highest during morning and evening commuting periods.

Radio Stations

As of December 31, 2012, we owned 840 radio stations, including 240 AM and 600 FM domestic radio stations, of which 149 stations were in the top 25 markets.  Therefore, no one property is material to our overall operations.  We believe that our properties are in good condition and suitable for our operations.

Radio broadcasting is subject to the jurisdiction of the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”).  As described in “Regulation of Our Media and Entertainment Business” below, the FCC grants us licenses in order to operate our radio stations.  The following table provides the number of owned radio stations in the top 25 Arbitron-ranked markets within our CCME segment.

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Arbitron		Number
Market		of
Rank(1)	Market	Stations
1	New York, NY	6
2	Los Angeles, CA	8
3	Chicago, IL	7
4	San Francisco, CA	7
5	Dallas-Ft. Worth, TX	6
6	Houston-Galveston, TX	6
7	Washington, DC	5
8	Philadelphia, PA	6
9	Atlanta, GA	7
10	Boston, MA	5
11	Miami-Ft. Lauderdale-Hollywood, FL	7
12	Detroit, MI	7
13	Seattle-Tacoma, WA	7
14	Phoenix, AZ	8
15	Puerto Rico	-
16	Minneapolis-St. Paul, MN	6
17	San Diego, CA	7
18	Tampa-St. Petersburg-Clearwater, FL	8
19	Nassau-Suffolk (Long Island), NY	-
20	Denver-Boulder, CO	8
21	Baltimore, MD	4
22	St. Louis, MO	6
23	Portland, OR	7
24	Charlotte-Gastonia-Rock Hill, NC-SC	5
25	Pittsburgh, PA	6
	Total Top 25 Markets(2)	149

(1)Source: Fall 2012 Arbitron Radio Market Rankings.

(2)Included in the total are stations that were placed in a trust in order to bring the merger into compliance with the FCC’s media ownership rules.  We have divested certain of these stations in the past and will continue to divest these stations as required.

Premiere Networks

We operate Premiere, a national radio network that produces, distributes or represents more than 90 syndicated radio programs and services for more than 5,000 radio station affiliates.  Our broad distribution capabilities enable us to attract and retain top programming talent. Some of our more popular syndicated programs include Rush Limbaugh, Sean Hannity, Glenn Beck, Ryan Seacrest, Steve Harvey, Elvis Duran and Delilah.  We believe recruiting and retaining top talent is an important component of the success of our radio networks.

Total Traffic Network

Total Traffic Network delivers real-time local traffic flow and incident information to more than 3,000 radio and 200 television affiliates, as well as through Internet and mobile partnerships, reaching more than 200 million consumers each week. Total Traffic Network services more than 100 markets in the United States, Canada and Mexico. It operates the largest broadcast traffic navigation network in North America and has expanded its offerings to include news, weather and sports content.

Competition

Our broadcast radio stations, as well as our mobile and digital applications and our traffic business, compete for listeners and advertising revenues directly with other radio stations within their respective markets, as well as with other advertising media, including broadcast and cable television, online, print media, outdoor advertising, satellite radio, direct mail and other forms of advertisement.  In addition, the radio broadcasting industry is subject to competition from services that use media technologies such as

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Internet-based media, mobile applications and satellite-based digital radio services. Such services reach national and local audiences with multi-channel, multi-format, digital radio services.

Our broadcast radio stations compete for listeners primarily on the basis of program content that appeals to a particular demographic group.  Our targeted listener base of specific demographic groups in each of our markets allows us to attract advertisers seeking to reach those listeners.

Americas Outdoor Advertising

We are the largest outdoor advertising company in North America (based on revenues), which includes the United States and Canada.  Approximately 95% of our revenue in our Americas outdoor advertising segment was derived from the United States in each of the years ended December 31, 2012, 2011 and 2010.  We own or operate approximately 108,000 display structures in our Americas outdoor segment with operations in 48 of the 50 largest markets in the United States, including all of the 20 largest markets.

Our Americas outdoor assets consist of traditional and digital 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 Americas outdoor advertising business is focused on metropolitan areas with dense populations.

Strategy

We seek to capitalize on our Americas outdoor network and diversified product mix to maximize revenue. In addition, by sharing best practices among our business segments, we believe we can quickly and effectively replicate our successes in our other markets.  Our outdoor strategy focuses on leveraging our diversified product mix and long-standing presence in many of our existing markets, which provides us with the ability to launch new products and test new initiatives in a reliable and cost-effective manner.

Promote Outdoor Media Spending.  Given the attractive industry fundamentals of outdoor media and our depth and breadth of relationships with both local and national advertisers, we believe we can drive outdoor advertising's share of total media spending by using our dedicated national sales team to highlight the value of outdoor advertising relative to other media.  Outdoor advertising only represented 3% of total dollars spent on advertising in the United States in 2011. We have made and continue to make significant investments in research tools that enable our clients to better understand how our displays can successfully reach their target audiences and promote their advertising campaigns. Also, we are working closely with clients, advertising agencies and other diversified media companies to develop more sophisticated systems that will provide improved audience metrics for outdoor advertising.  For example, we have implemented the TAB Out of Home Ratings audience measurement system which: (1) separately reports audiences for billboards, posters, junior posters, transit shelters and phone kiosks, (2) reports for geographically sensitive reach and frequency, (3) provides granular detail, reporting individual out of home units in over 200 designated market areas, (4) provides detailed demographic data comparable to other media, and (5) provides true commercial ratings based on people who see the advertising.

Continue to Deploy Digital Displays.  Digital outdoor advertising provides significant advantages over traditional outdoor media. Our electronic displays are linked through centralized computer systems to instantaneously and simultaneously change advertising copy on a large number of displays, allowing us to sell more advertising opportunities to advertisers. The ability to change copy by time of day and quickly change messaging based on advertisers’ needs creates additional flexibility for our customers. Although digital displays require more capital to construct compared to traditional bulletins, the advantages of digital allow us to penetrate new accounts and categories of advertisers, as well as serve a broader set of needs for existing advertisers. Digital displays allow for high-frequency, 24-hour advertising changes in high-traffic locations and allow us to offer our clients optimal flexibility, distribution, circulation and visibility. We expect this trend to continue as we increase our quantity of digital inventory. As of December 31, 2012, we have deployed more than 1,000 digital billboards in 37 markets in the United States.

Sources of Revenue

Americas outdoor generated 20%, 20% and 21% of our revenue in 2012, 2011 and 2010, respectively.  Americas outdoor revenue is derived from the sale of advertising copy placed on our traditional and digital displays.  Our display inventory consists primarily of billboards, street furniture displays and transit displays.  The margins on our billboard contracts, including those related to digital billboards, tend to be higher than those on contracts for other displays, due to their greater size, impact and location along major roadways that are highly trafficked.  Billboards comprise approximately two-thirds of our display revenues.  The following table shows the approximate percentage of revenue derived from each category for our Americas outdoor inventory:

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		Year Ended December 31,
		2012	2011	2010
Billboards:
	Bulletins	56%	56%	55%
	Posters	13%	13%	14%
Street furniture displays		4%	4%	3%
Transit displays		17%	16%	16%
Other displays (1)		10%	11%	12%
Total		100%	100%	100%

(1)  Includes spectaculars, mall displays and wallscapes.

Our Americas outdoor segment generates revenues from local and national sales.  Our advertising rates are based on a number of different factors including location, competition, size of display, illumination, market and gross ratings points.  Gross ratings points are the total number of impressions delivered, expressed as a percentage of a market population, of a display or group of displays.  The number of impressions delivered by a display is measured by the number of people passing the site during a defined period of time.  For all of our billboards in the United States, we use independent, third-party auditing companies to verify the number of impressions delivered by a display.  “Reach” is the percent of a target audience exposed to an advertising message at least once during a specified period of time, typically during a period of four weeks.  “Frequency” is the average number of exposures an individual has to an advertising message during a specified period of time.  Out-of-home frequency is typically measured over a four-week period.

While location, price and availability of displays are important competitive factors, we believe that providing quality customer service and establishing strong client relationships are also critical components of sales.  In addition, we have long-standing relationships with a diversified group of advertising brands and agencies that allow us to diversify client accounts and establish continuing revenue streams.

Billboards

Our billboard inventory primarily includes bulletins and posters.

·Bulletins.   Bulletins vary in size, with the most common size being 14 feet high by 48 feet wide.  Digital bulletins display static messages that resemble standard printed bulletins when viewed, but also allow advertisers to change messages throughout the course of a day, and may display advertisements for multiple customers.  Our electronic displays are linked through centralized computer systems to instantaneously and simultaneously change advertising copy as needed.  Because of their greater size, impact, high-frequency and 24-hour advertising changes, we typically receive our highest rates for digital bulletins.  Almost all of the advertising copy displayed on traditional bulletins is computer printed on vinyl and transported to the bulletin where it is secured to the display surface.  Bulletins generally are located along major expressways, primary commuting routes and main intersections that are highly visible and heavily trafficked.  Our clients may contract for individual bulletins or a network of bulletins, meaning the clients’ advertisements are rotated among bulletins to increase the reach of the campaign.  Our client contracts for bulletins, either traditional or digital, generally have terms ranging from four weeks to one year.

·Posters.   Digital posters are available in addition to the traditional 30-sheet or 8-sheet displays.  Similar to digital bulletins, digital posters display static messages that resemble standard printed posters when viewed, and are linked through centralized computer systems to instantaneously and simultaneously change messages throughout the course of a day.  The traditional 30-sheet posters are approximately 11 feet high by 23 feet wide, and the traditional 8-sheet posters are approximately 5 feet high by 11 feet wide.  Advertising copy for traditional 30-sheet posters is digitally printed on a single piece of polyethylene material that is then transported and secured to the poster surfaces.  Advertising copy for traditional 8-sheet posters is printed using silk screen, lithographic or digital process to transfer the designs onto paper that is then transported and secured to the poster surfaces.  Posters generally are located in commercial areas on primary and secondary routes near point-of-purchase locations, facilitating advertising campaigns with greater demographic targeting than those displayed on bulletins.  Our poster rates typically are less than our bulletin rates, and our client contracts for posters generally have terms ranging from four weeks to one year.  Premiere displays, which consist of premiere panels and squares, are innovative hybrids between bulletins and posters that we developed to provide our

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clients with an alternative for their targeted marketing campaigns.  The premiere displays use one or more poster panels, but with vinyl advertising stretched over the panels similar to bulletins.  Our intent is to combine the creative impact of bulletins with the additional reach and frequency of posters.

Street Furniture Displays

Our street furniture displays include advertising surfaces on bus shelters, information kiosks, freestanding units and other public structures, are available in both traditional and digital formats, and are primarily located in major metropolitan areas and along major commuting routes.  Generally, we own the street furniture structures and are responsible for their construction and maintenance.  Contracts for the right to place our street furniture displays in the public domain and sell advertising space on them are awarded by municipal and transit authorities in competitive bidding processes governed by local law.  Generally, these contracts have terms ranging from 10 to 20 years.  As compensation for the right to sell advertising space on our street furniture structures, we pay the municipality or transit authority a fee or revenue share that is either a fixed amount or a percentage of the revenue derived from the street furniture displays.  Typically, these revenue sharing arrangements include payments by us of minimum guaranteed amounts.  Client contracts for street furniture displays typically have terms ranging from four weeks to one year, and are typically for network packages of multiple street furniture displays.

Transit Displays

Our transit displays are advertising surfaces on various types of vehicles or within transit systems, including on the interior and exterior sides of buses, trains, trams, and within the common areas of rail stations and airports, and are available in both traditional and digital formats.  Similar to street furniture, contracts for the right to place our displays on such vehicles or within such transit systems and to sell advertising space on them generally are awarded by public transit authorities in competitive bidding processes or are negotiated with private transit operators.  Generally, these contracts have terms ranging up to nine years.  Our client contracts for transit displays generally have terms ranging from four weeks to one year.

Other Displays

The balance of our display inventory consists of spectaculars, wallscapes and mall displays.  Spectaculars are customized display structures that often incorporate video, multidimensional lettering and figures, mechanical devices and moving parts and other embellishments to create special effects.  The majority of our spectaculars are located in Times Square in New York City, the Gardiner Expressway in Toronto, and the Fashion Show Mall and Miracle Mile Shops in Las Vegas.  Client contracts for spectaculars typically have terms of one year or longer.  A wallscape is a display that drapes over or is suspended from the sides of buildings or other structures.  Generally, wallscapes are located in high-profile areas where other types of outdoor advertising displays are limited or unavailable.  Clients typically contract for individual wallscapes for extended terms.  We also own displays located within the common areas of malls on which our clients run advertising campaigns for periods ranging from four weeks to one year.

Advertising Inventory and Markets

As of December 31, 2012, we owned or operated approximately 108,000 display structures in our Americas outdoor advertising segment with operations in 48 of the 50 largest markets in the United States, including all of the 20 largest markets.  Therefore, no one property is material to our overall operations.  We believe that our properties are in good condition and suitable for our operations.

Our displays are located on owned land, leased land or land for which we have acquired permanent easements.  The majority of the advertising structures on which our displays are mounted require permits.  Permits are granted for the right to operate an advertising structure as long the structure is used in compliance with the laws and regulations of the applicable jurisdiction.

Competition

The outdoor advertising industry in the Americas is fragmented, consisting of several larger companies involved in outdoor advertising, such as CBS and Lamar Advertising Company, as well as  numerous smaller and local companies operating a limited number of displays in a single market or a few local markets.  We also compete with other advertising media in our respective markets, including broadcast and cable television, radio, print media, direct mail, the Internet and other forms of advertisement.  Outdoor advertising companies compete primarily based on ability to reach consumers, which is driven by location of the display.

International Outdoor Advertising

Our International outdoor business segment includes our operations in Asia, Australia, Europe and Latin America, with approximately 33%, 33% and 36% of our revenue in this segment derived from France and the United Kingdom for the years ended

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December 31, 2012, 2011 and 2010, respectively.  As of December 31, 2012, we owned or operated more than 650,000 displays across 28 countries.

Our International outdoor assets consist of street furniture and transit displays, billboards, mall displays, Smartbike programs, wallscapes and other spectaculars, which we own or operate under lease agreements.  Our International business is focused on metropolitan areas with dense populations.

Strategy

Similar to our Americas outdoor advertising business, we believe our International outdoor advertising business has attractive industry fundamentals including a broad audience reach and a highly cost effective media for advertisers as measured by cost per thousand persons reached compared to other traditional media.  Our International business focuses on the following strategies:

Promote Overall Outdoor Media Spending.  Our strategy is to promote growth in outdoor advertising’s share of total media spending by leveraging our international scale and local reach.  We are focusing on developing and implementing better and improved outdoor audience delivery measurement systems to provide advertisers with tools to determine how effectively their message is reaching the desired audience.

Capitalize on Product and Geographic Opportunities.  We are also focused on growing our business internationally by working closely with our advertising customers and agencies in meeting their needs, and through new product offerings, optimization of our current display portfolio and selective investments targeting promising growth markets. We have continued to innovate and introduce new products in international markets based on local demands. Our core business is our street furniture business and that is where we plan to focus much of our investment. We plan to continue to evaluate municipal contracts that may come up for bid and will make prudent investments where we believe we can receive attractive returns.  We will also continue to invest in markets such as China and Latin America where we believe there is high growth potential.

Continue to Deploy Digital Display Networks.  Internationally, digital out-of-home displays are a dynamic medium which enables our customers to engage in real-time, tactical, topical and flexible advertising.  We will continue our focused and dedicated digital strategy as we remain committed to the digital development of out-of-home communication solutions internationally.  Through our international digital brand, Clear Channel Play, we are able to offer networks of digital displays in multiple formats and multiple environments including bus shelters, airports, transit, malls and flagship locations.  We seek to achieve greater consumer engagement and flexibility by delivering powerful, flexible and interactive campaigns that open up new possibilities for advertisers to engage with their target audiences.  We had more than 3,400 digital displays in 13 countries across Europe, Asia and Latin America as of December 31, 2012.

Sources of Revenue

Our International outdoor segment generated 27%, 28% and 27% of our revenue in 2012, 2011 and 2010, respectively.  International outdoor advertising revenue is derived from the sale of traditional advertising copy placed on our display inventory and electronic displays which are part of our network of digital displays.  Our International outdoor display inventory consists primarily of street furniture displays, billboards, transit displays and other out-of-home advertising displays. The following table shows the approximate percentage of revenue derived from each inventory category of our International outdoor segment:

	Year Ended December 31,
	2012	2011	2010
Street furniture displays	46%	43%	42%
Billboards (1)	26%	28%	30%
Transit displays	8%	9%	8%
Other (2)	20%	20%	20%
Total	100%	100%	100%

(1)  Includes revenue from posters and neon displays.  We sold our neon business during the third quarter of 2012.

(2)  Includes advertising revenue from mall displays, other small displays, and non-advertising revenue from sales of street furniture equipment, cleaning and maintenance services, operation of Smartbike programs and production revenue.

Our International outdoor segment generates revenues worldwide from local, regional and national sales. Similar to our Americas outdoor business, advertising rates generally are based on the gross ratings points of a display or group of displays. The number of impressions delivered by a display, in some countries, is weighted to account for such factors as illumination, proximity to other displays and the speed and viewing angle of approaching traffic.

While location, price and availability of displays are important competitive factors, we believe that providing quality customer service and establishing strong client relationships are also critical components of sales.  Our entrepreneurial culture allows local management to operate their markets as separate profit centers, encouraging customer cultivation and service.

Street Furniture Displays

Our International street furniture displays, available in traditional and digital formats, are substantially similar to their Americas street furniture counterparts, and include bus shelters, freestanding units, various types of kiosks, benches and other public structures.  Internationally, contracts with municipal and transit authorities for the right to place our street furniture in the public domain and sell advertising on such street furniture typically provide for terms ranging from 10 to 15 years. The major difference between our International and Americas street furniture businesses is in the nature of the municipal contracts.  In our International outdoor business, these contracts typically require us to provide the municipality with a broader range of metropolitan amenities such as bus shelters with or without advertising panels, information kiosks and public wastebaskets, as well as space for the municipality to display maps or other public information.  In exchange for providing such metropolitan amenities and display space, we are authorized to sell advertising space on certain sections of the structures we erect in the public domain.  Our International street furniture is typically sold to clients as network packages of multiple street furniture displays, with contract terms ranging from one to two weeks.  Client contracts are also available with terms of up to one year.

Billboards

The sizes of our International billboards are not standardized.  The billboards vary in both format and size across our networks, with the majority of our International billboards being similar in size to our posters used in our Americas outdoor business.  Our International billboards are sold to clients as network packages with contract terms typically ranging from one to two weeks.  Long-term client contracts are also available and typically have terms of up to one year.  We lease the majority of our billboard sites from private landowners.  Billboards include posters and are available in traditional and digital formats.

Transit Displays

Our International transit display contracts are substantially similar to their Americas transit display counterparts, and typically require us to make only a minimal initial investment and few ongoing maintenance expenditures.  Contracts with public transit authorities or private transit operators typically have terms ranging from three to seven years.  Our client contracts for transit displays, either traditional or digital, generally have terms ranging from one week to one year, or longer.

Other International Displays and Services

The balance of our revenue from our International outdoor segment consists primarily of advertising revenue from mall displays, other small displays and non-advertising revenue from sales of street furniture equipment, cleaning and maintenance services and production revenue.  Internationally, our contracts with mall operators generally have terms ranging from five to ten years and client contracts for mall displays generally have terms ranging from one to two weeks, but are available for periods up to six months.  Our International inventory includes other small displays that are counted as separate displays since they form a substantial part of our network and International outdoor advertising revenue.  We also have a Smartbike bicycle rental program which provides bicycles for rent to the general public in several municipalities.  In exchange for providing the bike rental program, we generally derive revenue from advertising rights to the bikes, bike stations, additional street furniture displays, or fees from the local municipalities.  In several of our International markets, we sell equipment or provide cleaning and maintenance services as part of a billboard or street furniture contract with a municipality.

Advertising Inventory and Markets

As of December 31, 2012, we owned or operated more than 650,000 displays in our International outdoor segment, with operations across 28 countries.  Our International outdoor display count includes display faces, which may include multiple faces on a single structure, as well as small, individual displays.  As a result, our International outdoor display count is not comparable to our Americas outdoor display count, which includes only unique displays.  No one property is material to our overall operations.  We believe that our properties are in good condition and suitable for our operations.

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Competition

The international outdoor advertising industry is fragmented, consisting of several larger companies involved in outdoor advertising, such as JCDecaux and CBS, as well as  numerous smaller and local companies operating a limited number of displays in a single market or a few local markets.  We also compete with other advertising media in our respective markets, including broadcast and cable television, 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.

Other

Our Other segment includes our 100%-owned media representation firm, Katz Media, as well as other general support services and initiatives which are ancillary to our other businesses.

Katz Media, a leading media representation firm in the U.S. for radio and television stations, sells national spot advertising time for clients in the radio and television industries throughout the United States.  As of December 31, 2012, Katz Media represents more than 4,000 radio stations, approximately one-fifth of which are owned by us.  Katz Media also represents approximately 500 television and digital multicast stations.

Katz Media generates revenue primarily through contractual commissions realized from the sale of national spot and online advertising.  National spot advertising is commercial airtime sold to advertisers on behalf of radio and television stations.  Katz Media represents its media clients pursuant to media representation contracts, which typically have terms of up to ten years in length.

Employees

As of December 31, 2012, we had approximately 15,000 domestic employees and approximately 5,800 international employees, of which approximately 13,200 were in direct operations and 7,600 were in administrative or corporate related activities.  Approximately 800 of our employees are subject to collective bargaining agreements in their respective countries. We are a party to numerous collective bargaining agreements, none of which represent a significant number of employees.  We believe that our relationship with our employees is good.

Seasonality

Required information is located within Item 7 of Part II of this Annual Report on Form 10-K.

Regulation of our Media and Entertainment Business

General

The following is a brief summary of certain statutes, regulations, policies and proposals affecting our media and entertainment business.  For example, radio broadcasting is subject to the jurisdiction of the FCC under the Communications Act.  The Communications Act permits the operation of a radio broadcast station only under a license issued by the FCC upon a finding that grant of the license would serve the public interest, convenience and necessity.  Among other things, the Communications Act empowers the FCC to: issue, renew, revoke and modify broadcasting licenses; assign frequency bands for broadcasting; determine stations’ frequencies, locations, power and other technical parameters; impose penalties for violation of its regulations, including monetary forfeitures and, in extreme cases, license revocation; impose annual regulatory and application processing fees; and adopt and implement regulations and policies affecting the ownership, program content, employment practices and many other aspects of the operation of broadcast stations.

This summary does not comprehensively cover all current and proposed statutes, regulations and policies affecting our media and entertainment business.  Reference should be made to the Communications Act and other relevant statutes, regulations, policies and proceedings for further information concerning the nature and extent of regulation of our media and entertainment business.  Finally, several of the following matters are now, or may become, the subject of court litigation, and we cannot predict the outcome of any such litigation or its impact on our media and entertainment business.

License Assignments

The Communications Act prohibits the assignment of a license or the transfer of control of an FCC licensee without prior FCC approval.  Applications for license assignments or transfers involving a substantial change in ownership are subject to a 30-day period for public comment, during which petitions to deny the application may be filed and considered by the FCC.

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License Renewal

The FCC grants broadcast licenses for a term of up to eight years.  The FCC will renew a license for an additional eight-year term if, after consideration of the renewal application and any objections thereto, it finds that the station has served the public interest, convenience and necessity and that, with respect to the station seeking renewal, there have been no serious violations of either the Communications Act or the FCC’s rules and regulations by the licensee and no other such violations which, taken together, constitute a pattern of abuse.  The FCC may grant the license renewal application with or without conditions, including renewal for a term less than eight years.  The vast majority of radio licenses are renewed by the FCC for the full eight-year term.  While we cannot guarantee the grant of any future renewal application, our stations’ licenses historically have been renewed for the full eight-year term.

Ownership Regulation

FCC rules and policies define the interests of individuals and entities, known as “attributable” interests, which implicate FCC rules governing ownership of broadcast stations and other specified mass media entities.  Under these rules, attributable interests generally include: (1) officers and directors of a licensee or of its direct or indirect parent; (2) general partners, limited partners and limited liability company members, unless properly “insulated” from management activities; (3) a 5% or more direct or indirect voting stock interest in a corporate licensee or parent, except that, for a narrowly defined class of passive investors, the attribution threshold is a 20% or more voting stock interest; and (4) combined equity and debt interests in excess of 33% of a licensee’s total asset value, if the interest holder provides over 15% of the licensee station’s total weekly programming, or has an attributable broadcast or newspaper interest in the same market (the “EDP Rule”).  An entity that owns one or more radio stations in a market 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 corporate stock, minority voting stock interests in corporations having a single majority stockholder, and properly insulated limited partnership and limited liability company interests generally are not subject to attribution unless such interests implicate the EDP Rule.  To the best of our knowledge at present, none of our officers, directors or 5% or greater shareholders holds an interest in another television station, radio station or daily newspaper that is inconsistent with the FCC’s ownership rules.

The FCC is required to conduct periodic reviews of its media ownership rules.  In 2003, the FCC, among other actions, modified the radio ownership rules and adopted new cross-media ownership limits.  The U.S. Court of Appeals for the Third Circuit initially stayed implementation of the new rules.  Later, it lifted the stay as to the radio ownership rules, allowing the modified rules to go into effect.  It retained the stay on the cross-media ownership limits and remanded them to the FCC for further justification (leaving in effect separate pre-existing FCC rules governing newspaper-broadcast and radio-television cross-ownership).  In 2007, the FCC adopted a decision that revised the newspaper-broadcast cross-ownership rule but made no changes to the radio ownership or radio-television cross-ownership rules.  In 2011, the U.S. Court of Appeals for the Third Circuit vacated the FCC’s revisions to the newspaper-broadcast cross-ownership rule and otherwise upheld the FCC’s decision to retain the current radio ownership and radio-television cross-ownership rules.  The U.S. Supreme Court denied review of the Third Circuit’s decision.  The FCC began its next periodic review of its media ownership rules in 2010, and has issued a notice of proposed rulemaking.  We cannot predict the outcome of the FCC’s media ownership proceedings or their effects on our business in the future.

Irrespective of the FCC’s radio ownership rules, the Antitrust Division of the U.S. Department of Justice (“DOJ”) and the U.S. Federal Trade Commission (“FTC”) have the authority to determine that a particular transaction presents antitrust concerns.  In particular, where the proposed purchaser already owns one or more radio stations in a particular market and seeks to acquire additional radio stations in that market, the DOJ has, in some cases, obtained consent decrees requiring radio station divestitures.

The current FCC ownership rules relevant to our business are summarized below.

·Local Radio Ownership Rule. The maximum allowable number of radio stations that may be commonly owned in a market is based on the size of the market.  In markets with 45 or more stations, one entity may have an attributable interest in up to eight stations, of which no more than five are in the same service (AM or FM).  In markets with 30-44 stations, one entity may have an attributable interest in up to seven stations, of which no more than four are in the same service.  In markets with 15-29 stations, one entity may have an attributable interest in up to six stations, of which no more than four are in the same service.  In markets with 14 or fewer stations, one entity may have an attributable interest in up to five stations, of which no more than three are in the same service, so long as the entity does not have an interest in more than 50% of all stations in the market.  To apply these ownership tiers, the FCC relies on Arbitron Metro Survey Areas, where they exist, and a signal contour-overlap methodology where they do not exist.  An FCC rulemaking is pending to determine how to define radio markets for stations located outside Arbitron Metro Survey Areas.

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·Newspaper-Broadcast Cross-Ownership Rule. FCC rules generally prohibit an individual or entity from having an attributable interest in either a radio or television station and a daily newspaper located in the same market.

·Radio-Television Cross-Ownership Rule.  FCC rules permit the common ownership of one television and up to seven same-market radio stations, or up to two television and six same-market radio stations, depending on the number of independent media voices in the market and on whether the television and radio components of the combination comply with the television and radio ownership limits, respectively.

Alien Ownership Restrictions

The Communications Act restricts foreign entities or individuals from owning or voting more than 20% of the equity of a broadcast licensee directly and more than 25% indirectly (i.e., through a parent company).  Since we serve as a holding company for FCC licensee subsidiaries, we are effectively restricted from having more than one-fourth of our stock owned or voted directly or indirectly by foreign entities or individuals.

Indecency Regulation

Federal law regulates the broadcast of obscene, indecent or profane material.  Legislation enacted by Congress provides the FCC with authority to impose fines of up to $325,000 per utterance with a cap of $3.0 million for any violation arising from a single act.  In June 2012, the U.S. Supreme Court ruled on the appeals of several FCC indecency enforcement actions.  While setting aside the particular FCC actions under review on narrow due process grounds, the Supreme Court declined to rule on the constitutionality of the FCC’s indecency policies. We have received, and may receive in the future, letters of inquiry and other notifications from the FCC concerning complaints that programming aired on our stations contains indecent or profane language.  We cannot predict the outcome of our outstanding letters of inquiry and notifications from the FCC or the nature or extent of future FCC indecency enforcement actions.

Equal Employment Opportunity

The FCC’s rules require broadcasters to engage in broad equal opportunity employment recruitment efforts, retain data concerning such efforts and report much of this data to the FCC and to the public via stations’ public files and websites.  Broadcasters could be sanctioned for noncompliance.

Technical Rules

Numerous FCC rules govern the technical operating parameters of radio stations, including permissible operating frequency, power and antenna height and interference protections between stations.  Changes to these rules could negatively affect the operation of our stations.  For example, in January 2011 a law that eliminates certain minimum distance separation requirements between full-power and low-power FM radio stations was enacted, which could lead to increased interference between our stations and low-power FM stations.  In March 2011, the FCC adopted policies which, in certain circumstances, could make it more difficult for radio stations to relocate to increase their population coverage.

Content, Licenses and Royalties

We must pay royalties to copyright owners of musical compositions (typically, songwriters and publishers) whenever we broadcast or stream musical compositions.  Copyright owners of musical compositions most often rely on intermediaries known as performance rights organizations to negotiate so-called “blanket” licenses with copyright users, collect royalties under such licenses and distribute them to copyright owners. We have obtained public performance licenses from, and pay license fees to, the three major performance rights organizations in the United States known as the American Society of Composers, Authors and Publishers, or ASCAP, Broadcast Music, Inc., or BMI, and SESAC, Inc., or SESAC.

To secure the rights to stream music content over the Internet, we also must obtain performance rights licenses and pay performance rights royalties to copyright owners of sound recordings (typically, performing artists and recording companies).  Under Federal statutory licenses, we are permitted to stream any lawfully released sound recordings and to make reproductions of these recordings on our computer servers without having to separately negotiate and obtain direct licenses with each individual copyright owner as long as we operate in compliance with the rules of statutory licenses and pay the applicable royalty rates to SoundExchange, the non-profit organization designated by the Copyright Royalty Board to collect and distribute royalties under these statutory licenses.

The rates at which we pay royalties to copyright owners are privately negotiated or set pursuant to a regulatory process.  In addition, we have business arrangements directly with some copyright owners to receive deliveries of and, in some cases, to directly

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license their sound recordings for use in our Internet operations.  There is no guarantee that the licenses and associated royalty rates that currently are available to us will be available to us in the future.  Congress is considering legislation which may affect such rates, and additionally it may consider and adopt legislation that requires us to pay royalties to owners of copyrighted sound recordings for the broadcast of music on our radio stations. Increased royalty rates could significantly increase our expenses, which could adversely affect our business.

Privacy and Data Protection

We collect and use certain types of information from our listeners in accordance with the privacy policies posted on our websites. We collect personally identifiable information directly from listeners when they register to use our services, fill out their listener profiles, post comments, use our social networking features, participate in polls and contests and sign up to receive email newsletters.  We also may obtain information about our listeners from other listeners and third parties.  Our policy is to use the collected information to customize and personalize advertising and content for listeners and to enhance the listener experience.

As a company conducting business on the Internet, we are subject to a number of laws and regulations relating to consumer protection, information security, data protection and privacy, among other things.  Many of these laws and regulations are still evolving and could be interpreted in ways that could harm our business.  In the area of information security and data protection, the laws in several states require companies to implement specific information security controls to protect certain types of personally identifiable information.  Likewise, all but a few states have laws in place requiring companies to notify users if there is a security breach that compromises certain categories of their personally identifiable information.  Any failure on our part to comply with these laws may subject us to significant liabilities.

We have implemented commercially reasonable physical and electronic security measures to protect our proprietary business information and to protect against the loss, misuse, and alteration of our listeners’ personally identifiable information.  However, no security measures are perfect or impenetrable, and we may be unable to anticipate or prevent unauthorized access to such information.  Any failure or perceived failure by us to protect our information or information about our listeners or to comply with our policies or applicable regulatory requirements could result in damage to our business and loss of confidence in us, damage to our brands, the loss of listeners, consumers, business partners and advertisers, as well as proceedings against us by governmental authorities or others, which could harm our business.

Other

Congress, the FCC and other government agencies and regulatory bodies may in the future adopt new laws, regulations and policies that could affect, directly or indirectly, the operation, profitability and ownership of our broadcast stations and Internet-based audio music services.  In addition to the regulations and other arrangements noted above, such matters may include, for example:  proposals to impose spectrum use or other fees on FCC licensees; changes to the political broadcasting rules, including the adoption of proposals to provide free air time to candidates; restrictions on the advertising of certain products, such as beer and wine; frequency allocation, spectrum reallocations and changes in technical rules; and the adoption of significant new programming and operational requirements designed to increase local community-responsive programming and enhance public interest reporting requirements.

Regulation of our Americas and International Outdoor Advertising Businesses 

The outdoor advertising industry in the United States is subject to governmental regulation at the federal, state and local levels. These regulations may include, among others, restrictions on the construction, repair, maintenance, lighting, upgrading, height, size, spacing and location of and, in some instances, content of advertising copy being displayed on outdoor advertising structures.  In addition, international regulations have a significant impact on the outdoor advertising industry.  International regulation of the outdoor advertising industry can vary by municipality, region and country, but generally limits the size, placement, nature and density of out-of-home displays. Other regulations may limit the subject matter and language of out-of-home displays.

From time to time, legislation has been introduced in both the United States and foreign jurisdictions attempting to impose taxes on revenue from outdoor advertising or for the right to use outdoor advertising assets. Several jurisdictions have already imposed such taxes as a percentage of our outdoor advertising revenue in that jurisdiction.  In addition, some jurisdictions have taxed our personal property and leasehold interests in advertising locations using various valuation methodologies.  We expect U.S. and foreign jurisdictions to continue to try to impose such taxes as a way of increasing revenue.  In recent years, outdoor advertising also has become the subject of targeted taxes and fees.  These laws may affect prevailing competitive conditions in our markets in a variety of ways.  Such laws may reduce our expansion opportunities or may increase or reduce competitive pressure from other members of the outdoor advertising industry.  No assurance can be given that existing or future laws or regulations, and the enforcement thereof, will not materially and adversely affect the outdoor advertising industry.  However, we contest laws and regulations that we believe unlawfully restrict our constitutional or other legal rights and may adversely impact the growth of our outdoor advertising business.

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In the United States, federal law, principally the Highway Beautification Act (“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 the expeditious removal of illegal signs and requires just compensation for takings.

To satisfy the HBA’s requirements, all states have passed billboard control statutes and regulations that regulate, among other things, construction, repair, maintenance, lighting, height, size, spacing and the placement and permitting of outdoor advertising structures.  We are not aware of any state that has passed control statutes and regulations less restrictive than the prevailing federal requirements on the federal highway system, including the requirement that an owner remove any non-grandfathered, non-compliant signs along the controlled roads, at the owner’s expense and without compensation.  Local governments generally also include billboard control as part of their zoning laws and building codes regulating those items described above and include similar provisions regarding the removal of non-grandfathered structures that do not comply with certain of the local requirements.  Some local governments have initiated code enforcement and permit reviews of billboards within their jurisdiction challenging billboards located within their jurisdiction, and in some instances we have had to remove billboards as a result of such reviews.

As part of their billboard control laws, state and local governments regulate the construction of new signs.  Some jurisdictions prohibit new construction, some jurisdictions allow new construction only to replace existing structures and some jurisdictions allow new construction subject to the various restrictions discussed above.  In certain jurisdictions, restrictive regulations also limit our ability to relocate, rebuild, repair, maintain, upgrade, modify or replace existing legal non-conforming billboards.

U.S. federal law neither requires nor prohibits the removal of existing lawful billboards, but it does mandate the payment of compensation if a state or political subdivision compels the removal of a lawful billboard along the controlled roads.  In the past, state governments have purchased and removed existing lawful billboards for beautification purposes using federal funding for transportation enhancement programs, and these jurisdictions may continue to do so in the future. From time to time, state and local government authorities use the power of eminent domain and amortization to remove billboards.  Thus far, we have been able to obtain satisfactory compensation for our billboards purchased or removed as a result of these types of governmental action, including relocation, although there is no assurance that this will continue to be the case in the future.

We have introduced and intend to expand the deployment of digital billboards that display static digital advertising copy from various advertisers that change up to several times per minute. We have encountered some existing regulations in the U.S. and across some international jurisdictions that restrict or prohibit these types of digital displays.  However, since digital technology for changing static copy has only recently been developed and introduced into the market on a large scale, and is in the process of being introduced more broadly in our international markets, existing regulations that currently do not apply to digital technology by their terms could be revised to impose greater restrictions. These regulations, or actions by third parties, may impose greater restrictions on digital billboards due to alleged concerns over aesthetics or driver safety. 

ITEM 1A.  RISK FACTORS

Risks Related to Our Business

Our results have been in the past, and could be in the future, adversely affected by economic uncertainty or deteriorations in economic conditions

Expenditures by advertisers tend to be cyclical, reflecting economic conditions and budgeting and buying patterns.  Periods of a slowing economy or recession, or periods of economic uncertainty, may be accompanied by a decrease in advertising. For example, the global economic downturn that began in 2008 resulted in a decline in advertising and marketing by our customers, which resulted in a decline in advertising revenues across our businesses. This reduction in advertising revenues had an adverse effect on our revenue, profit margins, cash flow and liquidity. Global economic conditions have been slow to recover and remain uncertain.  If economic conditions do not continue to improve, economic uncertainty increases or economic conditions deteriorate again, global economic conditions may once again adversely impact our revenue, profit margins, cash flow and liquidity.  Furthermore, because a significant portion of our revenue is derived from local advertisers, our ability to generate revenues in specific markets is directly affected by local and regional conditions, and unfavorable regional economic conditions also may adversely impact our results.  In addition, even in the absence of a downturn in general economic conditions, an individual business sector or market may experience a downturn, causing it to reduce its advertising expenditures, which also may adversely impact our results.

We performed impairment tests on our goodwill and other intangible assets during the fourth quarter of 2012, 2011 and 2010 and recorded non-cash impairment charges of $37.7 million, $7.6 million and $15.4 million, respectively.  Although we believe we have made reasonable estimates and used appropriate assumptions to calculate the fair value of our licenses, billboard permits and

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reporting units, it is possible a material change could occur.  If actual market conditions and operational performance for the respective reporting units underlying the intangible assets were to deteriorate, or if facts and circumstances change that would more likely than not reduce the estimated fair value of the indefinite-lived assets or goodwill for these reporting units below their adjusted carrying amounts, we may also be required to recognize additional impairment charges in future periods, which could have a material impact on our financial condition and results of operations.

To service our debt obligations and to fund capital expenditures, we will require a significant amount of cash to meet our needs, which depends on many factors beyond our control

Our ability to service our debt obligations and to fund capital expenditures will require a significant amount of cash.  Our primary source of liquidity is cash on hand, cash flow from operations and borrowing capacity under our receivables based credit facility, subject to certain limitations contained in our material financing agreements.  Based on our current and anticipated levels of operations and conditions in our markets, we believe that cash on hand, cash flow from operations and borrowing capacity under our receivables based credit facility will enable us to meet our working capital, capital expenditure, debt service and other funding requirements for at least the next twelve months. However, our ability to fund our working capital needs, debt service and other obligations and to comply with the financial covenant under our financing agreements depends on our future operating performance and cash flow, which are in turn subject to prevailing economic conditions and other factors, many of which are beyond our control. If our future operating performance does not meet our expectation or our plans materially change in an adverse manner or prove to be materially inaccurate, we may need additional financing.  In addition, the purchase price of possible acquisitions, capital expenditures for deployment of digital billboards and/or other strategic initiatives could require additional indebtedness or equity financing on our part.  Adverse securities and credit market conditions could significantly affect the availability of equity or debt financing. Consequently, there can be no assurance that such financing, if permitted under the terms of our financing agreements, will be available on terms acceptable to us or at all. The inability to obtain additional financing in such circumstances could have a material adverse effect on our financial condition and on our ability to meet our obligations or pursue strategic initiatives.  Additional indebtedness could increase our leverage and make us more vulnerable to economic downturns and may limit our ability to withstand competitive pressures.

Our financial performance may be adversely affected by many factors beyond our control

Certain factors that could adversely affect our financial performance by, among other things, decreasing overall revenues, the numbers of advertising customers, advertising fees or profit margins include:

·unfavorable economic conditions, which may cause companies to reduce their expenditures on advertising;

·an increased level of competition for advertising dollars, which may lead to lower advertising rates as we attempt to retain customers or which may cause us to lose customers to our competitors who offer lower rates that we are unable or unwilling to match;

·unfavorable fluctuations in operating costs, which we may be unwilling or unable to pass through to our customers;

·technological changes and innovations that we are unable to successfully adopt or are late in adopting that offer more attractive advertising or listening alternatives than what we offer, which may lead to a loss of advertising customers or to lower advertising rates;

·the impact of potential new royalties charged for terrestrial radio broadcasting, which could materially increase our expenses;

·other changes in governmental regulations and policies and actions of regulatory bodies, which could increase our taxes or other costs, restrict the advertising media that we employ or restrict some or all of our customers that operate in regulated areas from using certain advertising media or from advertising at all;

·unfavorable shifts in population and other demographics, which may cause us to lose advertising customers as people migrate to markets where we have a smaller presence or which may cause advertisers to be willing to pay less in advertising fees if the general population shifts into a less desirable age or geographical demographic from an advertising perspective; and

·unfavorable changes in labor conditions, which may impair our ability to operate or require us to spend more to retain and attract key employees.

We face intense competition in our media and entertainment and our outdoor advertising businesses

We operate in a highly competitive industry, and we may not be able to maintain or increase our current audience ratings and advertising and sales revenues. Our media and entertainment and our outdoor advertising businesses compete for audiences and advertising revenues with other media and entertainment businesses and outdoor advertising businesses, as well as with other media, such as newspapers, magazines, television, direct mail, portable digital audio players, mobile devices, satellite radio, Internet-based

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services and live entertainment, within their respective markets. Audience ratings and market shares are subject to change, which could have the effect of reducing our revenues in that market. Our competitors may develop services or advertising media that are equal or superior to those we provide or that achieve greater market acceptance and brand recognition than we achieve. It also is possible that new competitors may emerge and rapidly acquire significant market share in any of our business segments.  An increased level of competition for advertising dollars may lead to lower advertising rates as we attempt to retain customers or may cause us to lose customers to our competitors who offer lower rates that we are unable or unwilling to match.

Alternative media platforms and technologies may continue to increase competition with our broadcasting operations

Our terrestrial radio broadcasting operations face increasing competition from alternative media platforms and technologies, such as broadband wireless, satellite radio, audio broadcasting by cable television systems and Internet-based audio music services, as well as consumer products, such as portable digital audio players and other mobile devices. These technologies and alternative media platforms, including those used by us, compete with our radio stations for audience share and advertising revenues.  We are unable to predict the effect that such technologies and related services and products will have on our broadcasting operations.  The capital expenditures necessary to implement these or other technologies could be substantial and we cannot assure you that we will continue to have the resources to acquire new technologies or to introduce new services to compete with other new technologies or services, or that our investments in new technologies or services will provide the desired returns.  Other companies employing new technologies or services could more successfully implement such new technologies or services or otherwise increase competition with our businesses.

Our Media and Entertainment business is dependent upon the performance of on-air talent and program hosts

We employ or independently contract with many 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 key on-air talent and program hosts to protect our interests in those relationships, we can give no assurance that all or any of these persons will remain with us or will retain their audiences.  Competition for these individuals is intense and many of these individuals are under no legal obligation to remain with us.  Our competitors may choose to extend offers to any of these individuals on terms which we may be unwilling to meet. Furthermore, the popularity and audience loyalty of our key on-air talent and program hosts is highly sensitive to rapidly changing public tastes.  A loss of such popularity or audience loyalty is beyond our control and could have a material adverse effect on our ability to attract local and/or national advertisers and on our revenue and/or ratings, and could result in increased expenses.

Our business is dependent on our management team and other key individuals

Our business is dependent upon the performance of our management team and other key individuals.  A number of key individuals have joined us or assumed increased responsibilities over the past several years, including Robert W. Pittman, who became our Chief Executive Officer on October 2, 2011, and C. William Eccleshare, who was promoted to be our Chief Executive Officer—Outdoor in January 2012.  Although we have entered into agreements with some members of our management team and certain other key individuals, we can give no assurance that all or any of our management team and other key individuals will remain with us.  Competition for these individuals is intense and many of our key employees are at-will employees who are under no legal obligation to remain with us, and may decide to leave for a variety of personal or other reasons beyond our control.  If members of our management or key individuals decide to leave us in the future, or if we are not successful in attracting, motivating and retaining other key employees, our business could be adversely affected.

Extensive current government regulation, and future regulation, may limit our radio broadcasting and other media and entertainment operations or adversely affect our business and financial results

Congress and several federal agencies, including the FCC, extensively regulate the domestic radio industry.  For example, the FCC could impact our profitability by imposing large fines on us if, in response to pending complaints, it finds that we broadcast indecent programming.  Additionally, we cannot be sure that the FCC will approve renewal of the licenses we must have in order to operate our stations.  Nor can we be assured that our licenses will be renewed without conditions and for a full term.  The non-renewal, or conditioned renewal, of a substantial number of our FCC licenses, could have a materially adverse impact on our operations.  Furthermore, possible changes in interference protections, spectrum allocations and other technical rules may negatively affect the operation of our stations.  For example, in January 2011, a law that eliminates certain minimum distance separation requirements between full-power and low-power FM radio stations was enacted, which could lead to increased interference between our stations and low-power FM stations.  In March 2011, the FCC adopted policies which, in certain circumstances, could make it more difficult for radio stations to relocate to increase their population coverage.  In addition, Congress, the FCC and other regulatory agencies have considered, and may in the future consider and adopt, new laws, regulations and policies that could, directly or indirectly, have an adverse effect on our business operations and financial performance.  In particular, Congress may consider and

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adopt legislation that would impose an obligation upon all U.S. broadcasters to pay performing artists a royalty for the on-air broadcast of their sound recordings (this would be in addition to payments already made by broadcasters to owners of musical work rights, such as songwriters, composers and publishers).  We cannot predict whether this or other legislation affecting our media and entertainment business will be adopted.  Such legislation could have a material impact on our operations and financial results.  Finally, various regulatory matters relating to our media and entertainment business are now, or may become, the subject of court litigation, and we cannot predict the outcome of any such litigation or its impact on our business.

Regulations and consumer concerns regarding privacy and data protection, or any failure to comply with these regulations, could hinder our operations

We collect and utilize demographic and other information, including personally identifiable information, from and about our listeners, consumers, business partners and advertisers as they interact with us.  For example: (1) our broadcast radio station websites and our iHeartRadio digital platform collect personal information as users register for our services, fill out their listener profiles, post comments, use our social networking features, participate in polls and contests and sign-up to receive email newsletters; (2) we use tracking technologies, such as “cookies,” to manage and track our listeners’ interactions with us so that we can deliver relevant music content and advertising; and (3) we collect credit card or debit card information from consumers, business partners and advertisers who use our services.

We are subject to numerous federal, state and foreign laws and regulations relating to consumer protection, information security, data protection and privacy, among other things.  Many of these laws are still evolving, new laws may be enacted and any of these laws could be amended or interpreted in ways that could harm our business.  In addition, changes in consumer expectations and demands regarding privacy and data protection could restrict our ability to collect, use, disclose and derive economic value from demographic and other information related to our listeners, consumers, business partners and advertisers.  Such restrictions could limit our ability to provide customized music content to our listeners, interact directly with our listeners and consumers and offer targeted advertising opportunities to our business partners and advertisers.  Although we have implemented policies and procedures designed to comply with these laws and regulations, any failure or perceived failure by us to comply with our policies or applicable regulatory requirements related to consumer protection, information security, data protection and privacy could result in a loss of confidence in us, damage to our brands, the loss of listeners, consumers, business partners and advertisers, as well as proceedings against us by governmental authorities or others, which could hinder our operations and adversely affect our business.

If our security measures are breached, we may face liability and public perception of our services could be diminished, which would negatively impact our ability to attract listeners, business partners and advertisers

Although we have implemented physical and electronic security measures to protect against the loss, misuse and alteration of our websites, digital assets and proprietary business information as well as listener, consumer, business partner and advertiser personally identifiable information, no security measures are perfect and impenetrable and we may be unable to anticipate or prevent unauthorized access.  A security breach could occur due to the actions of outside parties, employee error, malfeasance or a combination of these or other actions.  If an actual or perceived breach of our security occurs, we could lose competitively sensitive business information or suffer disruptions to our business operations.  In addition, the public perception of the effectiveness of our security measures or services could be harmed, we could lose listeners, consumers, business partners and advertisers and we could suffer financial exposure in connection with remediation efforts, investigations and legal proceedings and changes in our security and system protection measures.

Government regulation of outdoor advertising may restrict our outdoor advertising operations

U.S. federal, state and local regulations have a significant impact on the outdoor advertising industry and our business. One of the seminal laws is the HBA, which regulates outdoor advertising on Federal-Aid Primary, Interstate and National Highway Systems’ roads in the United States. The HBA regulates the size and location of billboards, mandates a state compliance program, requires the development of state standards, promotes the expeditious removal of illegal signs and requires just compensation for takings. Construction, repair, maintenance, lighting, upgrading, height, size, spacing, the location and permitting of billboards 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. Changes in laws and regulations affecting outdoor advertising, or changes in the interpretation of those laws and regulations, at any level of government, including the foreign jurisdictions in which we operate, could have a significant financial impact on us by requiring us to make significant expenditures or otherwise limiting or restricting some of our operations. Due to such regulations, it has become increasingly difficult to develop new outdoor advertising locations.

From time to time, certain state and local governments and third parties have attempted to force the removal of our displays

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under various state and local laws, including zoning ordinances, permit enforcement, condemnation and amortization. Similar risks also arise in certain of our international jurisdictions.  Amortization is the attempted forced removal of legal non-conforming billboards (billboards which conformed with applicable laws and regulations when built, but which do not conform to current laws and regulations) or the commercial advertising placed on such billboards after a period of years. Pursuant to this concept, the governmental body asserts that just compensation is earned by continued operation of the billboard over time. Although amortization is prohibited along all controlled roads and generally prohibited along non-controlled roads, amortization has been upheld along non-controlled roads in limited instances where provided by state and local law. Other regulations limit our ability to rebuild, replace, repair, maintain and upgrade non-conforming displays. In addition, from time to time third parties or local governments assert that we own or operate displays that either are not properly permitted or otherwise are not in strict compliance with applicable law. For example, courts in New York City upheld local municipal enforcement efforts to restrict advertising on arterial roadways and require registration of billboard structures, requiring us to remove certain existing advertising displays.  In addition, we are appealing a recent California court ruling in favor of a competitor who challenged the validity of our digital display permits in the City of Los Angeles, in which the court ruled that our permits should be invalidated and our digital displays removed. Such regulations and allegations have not had a material impact on our results of operations to date, but if we are increasingly unable to resolve such allegations or obtain acceptable arrangements in circumstances in which our displays are subject to removal, modification or amortization, or if there occurs an increase in such regulations or their enforcement, our operating results could suffer.

A number of state and local governments have implemented or initiated taxes, fees and registration requirements in an effort to decrease or restrict the number of outdoor signs and/or to raise revenue.  From time to time, legislation also has been introduced in international jurisdictions attempting to impose taxes on revenue from outdoor advertising or for the right to use outdoor advertising assets.  In addition, a number of jurisdictions, including the City of Los Angeles, have implemented legislation or interpreted existing legislation to restrict or prohibit the installation of new digital billboards.  While these measures have not had a material impact on our business and financial results to date, we expect these efforts to continue. The increased imposition of these measures, and our inability to overcome any such measures, could reduce our operating income if those outcomes require removal or restrictions on the use of preexisting displays.  In addition, if we are unable to pass on the cost of these items to our clients, our operating income could be adversely affected.

International regulation of the outdoor advertising industry can vary by municipality, region and country, but generally limits the size, placement, nature and density of out-of-home displays.  Other regulations limit the subject matter and language of out-of-home displays. Our failure to comply with these or any future international regulations could have an adverse impact on the effectiveness of our displays or their attractiveness to clients as an advertising medium and may require us to make significant expenditures to ensure compliance. As a result, we may experience a significant impact on our operations, revenue, international client base and overall financial condition.

Additional restrictions on outdoor advertising of tobacco, alcohol and other products may further restrict the categories of clients that can advertise using our products

Out-of-court settlements between the major U.S. tobacco companies and all 50 states, the District of Columbia, the Commonwealth of Puerto Rico and four other U.S. territories include a ban on the outdoor advertising of tobacco products.  Other products and services may be targeted in the U.S. in the future, including alcohol products.  Most European Union countries, among other nations, also have banned outdoor advertisements for tobacco products and regulate alcohol advertising.  Regulations vary across the countries in which we conduct business.  Any significant reduction in alcohol-related advertising or advertising of other products due to content-related restrictions could cause a reduction 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.

Environmental, health, safety and land use laws and regulations may limit or restrict some of our operations

As the owner or operator of various real properties and facilities, especially in our outdoor advertising operations, we must comply with various foreign, federal, state and local environmental, health, safety and land use laws and regulations. We and our properties are subject to such laws and regulations relating to the use, storage, disposal, emission and release of hazardous and non-hazardous substances and employee health and safety as well as zoning restrictions. Historically, we have not incurred significant expenditures to comply with these laws. However, additional laws which may be passed in the future, or a finding of a violation of or liability under existing laws, could require us to make significant expenditures and otherwise limit or restrict some of our operations.

Doing business in foreign countries exposes us to certain risks not found when doing business in the United States

Doing business in foreign countries carries with it certain risks that are not found when doing business in the United States. These risks could result in losses against which we are not insured.  Examples of these risks include:

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·potential adverse changes in the diplomatic relations of foreign countries with the United States;

·hostility from local populations;

·the adverse effect of foreign exchange controls;

·government policies against businesses owned by foreigners;

·investment restrictions or requirements;

·expropriations of property without adequate compensation;

·the potential instability of foreign governments;

·the risk of insurrections;

·risks of renegotiation or modification of existing agreements with governmental authorities;

·difficulties collecting receivables and otherwise enforcing contracts with governmental agencies and others in some foreign legal systems;

·withholding and other taxes on remittances and other payments by subsidiaries;

·changes in tax structure and level; and

·changes in laws or regulations or the interpretation or application of laws or regulations.

In addition, because we own assets in foreign countries and derive revenues from our International operations, we may incur currency translation losses due to changes in the values of foreign currencies and in the value of the U.S. dollar. We cannot predict the effect of exchange rate fluctuations upon future operating results. 

Our International operations involve contracts with, and regulation by, foreign governments.  We operate in many parts of the world that experience corruption to some degree.  Although we have policies and procedures in place that are designed to promote legal and regulatory compliance (including with respect to the U.S. Foreign Corrupt Practices Act and the United Kingdom Bribery Act), our employees, subcontractors and agents could take actions that violate applicable anticorruption laws or regulations.  Violations of these laws, or allegations of such violations, could have a material adverse effect on our business, financial position and results of operations.

The success of our street furniture and transit products businesses is dependent on our obtaining key municipal concessions, which we may not be able to obtain on favorable terms

Our street furniture and transit products businesses require us to obtain and renew contracts with municipalities and other governmental entities. Many of these contracts, which require us to participate in competitive bidding processes at each renewal, typically have terms ranging from three to 20 years and have revenue share and/or fixed payment components. Our inability to successfully negotiate, renew or complete these contracts due to governmental demands and delay and the highly competitive bidding processes for these contracts could affect our ability to offer these products to our clients, or to offer them to our clients at rates that are competitive to other forms of advertising, without adversely affecting our financial results.

Future acquisitions and other strategic transactions could pose risks

We frequently evaluate strategic opportunities both within and outside our existing lines of business. We expect from time to time to pursue additional acquisitions and may decide to dispose of certain businesses. These acquisitions or dispositions could be material. Our acquisition strategy involves numerous risks, including:

·our acquisitions may prove unprofitable and fail to generate anticipated cash flows;

·to successfully manage our large portfolio of media and entertainment, outdoor advertising and other businesses, we may need to:

·recruit additional senior management as we cannot be assured that senior management of acquired businesses will continue to work for us and we cannot be certain that our recruiting efforts will succeed, and

·expand corporate infrastructure to facilitate the integration of our operations with those of acquired businesses, because failure to do so may cause us to lose the benefits of any expansion that we decide to undertake by leading to disruptions in our ongoing businesses or by distracting our management;

·we may enter into markets and geographic areas where we have limited or no experience;

·we may encounter difficulties in the integration of operations and systems; and

·our management’s attention may be diverted from other business concerns.

Additional acquisitions by us of media and entertainment businesses and outdoor advertising businesses may require antitrust review by U.S. federal antitrust agencies and may require review by foreign antitrust agencies under the antitrust laws of foreign jurisdictions. We can give no assurances that the DOJ, the FTC or foreign antitrust agencies will not seek to bar us from acquiring

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additional media and entertainment businesses or outdoor advertising businesses in any market where we already have a significant position. Further, radio acquisitions by us are subject to FCC approval.  Such acquisitions must comply with the Communications Act and FCC regulatory requirements and policies, including with respect to the number of broadcast facilities in which a person or entity may have an ownership or attributable interest in a given local market and the level of interest that may be held by a foreign individual or entity.  The FCC's media ownership rules remain subject to ongoing agency and court proceedings.  Future changes could restrict our ability to acquire new radio assets or businesses.

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Significant equity investors control us and may have conflicts of interest with us in the future

Private equity funds sponsored by or co-investors with Bain Capital and THL indirectly own a majority of our outstanding capital stock and will exercise control over matters requiring approval of our shareholder and board of directors. The directors elected by Bain Capital and THL will have significant authority to make decisions affecting us, including change of control transactions and the incurrence of additional indebtedness.

In addition, Bain Capital and THL are lenders under our term loan credit facilities and our priority guarantee notes due 2019.  It is possible that their interests in some circumstances may conflict with our interests.

Additionally, Bain Capital and THL are in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with us. One or more of the entities advised by or affiliated with Bain Capital and/or THL may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. So long as entities advised by or affiliated with Bain Capital and THL directly or indirectly own a significant amount of the voting power of our capital stock, even if such amount is less than 50%, Bain Capital and THL will continue to be able to strongly influence or effectively control our decisions.

Risks Related to Our Indebtedness

We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful

We have a substantial amount of indebtedness.  At December 31, 2012, we had $20.7 billion of total indebtedness outstanding, including: (1) $9.1 billion aggregate principal amount outstanding under our term loan credit facilities, which obligations mature at various dates from 2014 through 2016; (2) $1.7 billion aggregate principal amount outstanding of our priority guarantee notes, net of $41.4 million of unamortized discounts, which mature in March 2021; (3) $2.0 billion aggregate principal amount outstanding of our priority guarantee notes, which mature in December 2019; (4) $25.5 million aggregate principal amount of other secured debt; (5) $796.3 million and $829.8 million outstanding of our senior cash pay notes and senior toggle notes, respectively, which mature in August 2016; (6) $1.3 billion aggregate principal amount outstanding of our senior notes, net of unamortized purchase accounting discounts of $360.2 million, which mature at various dates from 2013 through 2027; (7) $2.7 billion aggregate principal amount outstanding of subsidiary senior notes, net of unamortized discounts of $7.3 million, which mature in November 2022; (8) $2.2 billion aggregate principal amount outstanding of subsidiary senior subordinated notes, which mature in March 2020; and (9) other long-term obligations of $5.6 million. This large amount of indebtedness could have negative consequences for us, including, without limitation:

·requiring us to dedicate a substantial portion of our cash flow to the payment of principal and interest on indebtedness, thereby reducing cash available for other purposes, including to fund operations and 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 or other purposes;

·limiting our ability to adjust to changing economic, business and competitive conditions;

·requiring us to defer planned capital expenditures, reduce discretionary spending, sell assets, restructure existing indebtedness or defer acquisitions or other strategic opportunities;

·limiting our ability to refinance any of our indebtedness or increasing the cost of any such financing in any downturn in our operating performance or decline in general economic conditions;

·making us more vulnerable to an increase in interest rates, a downturn in our operating performance or a decline in general economic or industry conditions; and

·making us more susceptible to negative changes in credit ratings, which could impact our ability to obtain financing in the future and increase the cost of such financing.

If compliance with the debt obligations materially hinders our ability to operate our business and adapt to changing industry conditions, we may lose market share, our revenue may decline and our operating results may suffer. The terms of our credit facilities and the other indebtedness allow us, under certain conditions, to incur further indebtedness, including secured indebtedness, which heightens the foregoing risks.

Our and our subsidiaries’ ability to make scheduled payments on our respective debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial,

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business and other factors beyond our control.  In addition, because we derive a substantial portion of our operating income from our subsidiaries, our ability to repay our debt depends upon the performance of our subsidiaries, their ability to dividend or distribute funds to us and our receipt of funds under our cash management arrangement with our subsidiary, Clear Channel Outdoor Holdings.  We and our subsidiaries may not be able to maintain a level of cash flows sufficient to permit us and our subsidiaries to pay the principal, premium, if any, and interest on our respective indebtedness.

If our and our subsidiaries’ cash flows and capital resources are insufficient to fund our respective debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional capital or restructure or refinance our indebtedness.  We may not be able to take any of these actions, and these actions may not be successful or permit us to meet the scheduled debt service obligations.  Furthermore, these actions may not be permitted under the terms of existing or future debt agreements.

The ability to restructure or refinance the debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and increase debt service obligations and may require us and our subsidiaries to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments may restrict us from adopting some of these alternatives. These alternative measures may not be successful and may not permit us or our subsidiaries to meet scheduled debt service obligations. If we and our subsidiaries cannot make scheduled payments on indebtedness, we or our subsidiaries, as applicable, will be in default under one or more of the debt agreements and, as a result we could be forced into bankruptcy or liquidation.

Because we derive a substantial portion of operating income from our subsidiaries, our ability to repay our debt depends upon the performance of our subsidiaries and their ability to dividend or distribute funds to us.

We derive a substantial portion of operating income from our subsidiaries. As a result, our cash flow and the ability to service our indebtedness depend on the performance of our subsidiaries and the ability of those entities to distribute funds to us. We cannot assure you that our subsidiaries will be able to, or be permitted to, pay to us the amounts necessary to service our debt.

The documents governing our indebtedness contain restrictions that limit our flexibility in operating our business

Our material financing agreements, including our credit agreements and indentures, contain various covenants restricting, among other things, our ability to:

·make acquisitions or investments;

·make loans or otherwise extend credit to others;

·incur indebtedness or issue shares or guarantees;

·create liens;

·enter into transactions with affiliates;

·sell, lease, transfer or dispose of assets;

·merge or consolidate with other companies; and

·make a substantial change to the general nature of our business.

In addition, under our senior secured credit facilities, we are required to comply with certain affirmative covenants and certain specified financial covenants and ratios. For instance, our senior secured credit facilities require us to comply on a quarterly basis with a financial covenant limiting the ratio of our consolidated secured debt, net of cash and cash equivalents, to our consolidated EBITDA (as defined under the terms of our senior secured credit facilities) for the preceding four quarters.  The ratio under this financial covenant for the four quarters ended December 31, 2012 is set at 9.5 to 1 and reduces to 9.25 to 1, 9 to 1 and 8.75 to 1 for the quarters ended June 30, 2013, December 31, 2013 and December 31, 2014, respectively.

The restrictions contained in our credit agreements and indentures could affect our ability to operate our business and may limit our ability to react to market conditions or take advantage of potential business opportunities as they arise.  For example, such restrictions could adversely affect our ability to finance our operations, make strategic acquisitions, investments or alliances, restructure our organization or finance our capital needs.  Additionally, our ability to comply with these covenants and restrictions may be affected by events beyond our control.  These include prevailing economic, financial and industry conditions.  If we breach any of these covenants or restrictions, we could be in default under the agreements governing our indebtedness and, as a result, we would be forced into bankruptcy or liquidation.

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Downgrades in our credit ratings may adversely affect our borrowing costs, limit our financing options, reduce our flexibility under future financings and adversely affect our liquidity, and also may adversely impact our business operations

Our corporate credit ratings by Standard & Poor’s Ratings Services and Moody’s Investors Service are speculative-grade and have been downgraded and upgraded at various times during the past several years. Any reductions in our credit ratings could increase our borrowing costs, reduce the availability of financing to us or increase the cost of doing business or otherwise negatively impact our business operations.

Cautionary Statement Concerning Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by us or on our behalf.  Except for the historical information, this report contains various forward-looking statements which represent our expectations or beliefs concerning future events, including, without limitation, our future operating and financial performance, our ability to comply with the covenants in the agreements governing our indebtedness and the availability of capital and the terms thereof.  Statements expressing expectations and projections with respect to future matters are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  We caution that these forward-looking statements involve a number of risks and uncertainties and are subject to many variables which could impact our future performance.  These statements are made on the basis of management’s views and assumptions, as of the time the statements are made, regarding future events and performance.  There can be no assurance, however, that management’s expectations will necessarily come to pass.  Actual future events and performance may differ materially from the expectations reflected in our forward-looking statements.  We do not intend, nor do we undertake any duty, to update any forward-looking statements.

A wide range of factors could materially affect future developments and performance, including but not limited to:

·the impact of our substantial indebtedness, including the effect of our leverage on our financial position and earnings;

·the need to allocate significant amounts of our cash flow to make payments on our indebtedness, which in turn could reduce our financial flexibility and ability to fund other activities;

·risks associated with weak or uncertain global economic conditions and their impact on the capital markets;

·other general economic and political conditions in the United States and in other countries in which we currently do business, including those resulting from recessions, political events and acts or threats of terrorism or military conflicts;

·industry conditions, including competition;

·the level of expenditures on advertising;

·legislative or regulatory requirements;

·fluctuations in operating costs;

·technological changes and innovations;

·changes in labor conditions, including on-air talent, program hosts and management;

·capital expenditure requirements;

·risks of doing business in foreign countries;

·fluctuations in exchange rates and currency values;

·the outcome of pending and future litigation;

·taxes and tax disputes;

·changes in interest rates;

·shifts in population and other demographics;

·access to capital markets and borrowed indebtedness;

·our ability to implement our business strategies;

·the risk that we may not be able to integrate the operations of acquired businesses successfully;

·the risk that our cost savings initiatives may not be entirely successful or that any cost savings achieved from those initiatives may not persist; and

·certain other factors set forth in our other filings with the Securities and Exchange Commission.

                This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative and is not intended to be exhaustive.  Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None.

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ITEM 2.  PROPERTIES

Corporate

Our corporate headquarters and executive offices are located in San Antonio, Texas, where we own an approximately 55,000 square foot executive office building and an approximately 123,000 square foot data and administrative service center.  In addition, certain of our executive and other operations are located in New York, New York.

CCME

Our CCME executive operations are located in our corporate headquarters in San Antonio, Texas and in New York, New York. The types of properties required to support each of our radio stations include offices, studios, transmitter sites and antenna sites.  We either own or lease our transmitter and antenna sites.  These leases generally have expiration dates that range from five to 15 years.  A radio station’s studios are generally housed with its offices in downtown  or business districts.  A radio station’s transmitter sites and antenna sites are generally located in a manner that provides maximum market coverage.

Americas Outdoor and International Outdoor Advertising

The headquarters of our Americas outdoor operations is in Phoenix, Arizona, and the headquarters of our International outdoor operations is in London, England.  The types of properties  required to support each of our outdoor advertising branches include offices, production facilities and structure sites.  An outdoor branch and production facility is generally located in an industrial or warehouse district.

With respect to each of the Americas outdoor and International outdoor segments, we primarily lease our outdoor display sites and own or have acquired permanent easements  for relatively few parcels of real property that serve as the sites for our outdoor displays.  Our leases generally range from month-to-month to year-to-year and can be for terms of 10 years or longer, and many provide for renewal options.

There is no significant concentration of displays under any one lease or subject to negotiation with any one landlord.  We believe that an important part of our management activity is to negotiate suitable lease renewals and extensions.

Consolidated

The studios and offices of our radio stations and outdoor advertising branches are located in leased or owned  facilities.  These leases generally have expiration dates that range from one to 40 years.  We do not anticipate any difficulties in renewing those leases that expire within the next several years or in leasing other space, if required.  We own substantially all of the equipment used in our CCME and outdoor advertising businesses.  For additional information regarding our CCME and outdoor properties, see “Item 1. Business.”

ITEM 3.  LEGAL PROCEEDINGS

We currently are involved in certain legal proceedings arising in the ordinary course of business and, as required, have accrued an estimate of the probable costs for the resolution of those claims for which the occurrence of loss is probable and the amount can be reasonably estimated.  These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies.  It is possible, however, that future results of operations for any particular period could be materially affected by changes in our assumptions or the effectiveness of our strategies related to these proceedings.  Additionally, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on our financial condition or results of operations.

Although we are involved in a variety of legal proceedings in the ordinary course of business, a large portion of our litigation arises in the following contexts: commercial disputes; defamation matters; employment and benefits related claims; governmental fines; intellectual property claims; and tax disputes.

Brazil Litigation

On or about July 12, 2006 and April 12, 2007, two of our operating businesses (L&C Outdoor Ltda. (“L&C”) and Publicidad Klimes São Paulo Ltda. (“Klimes”), respectively) in the São Paulo, Brazil market received notices of infraction from the state taxing authority, seeking to impose a value added tax (“VAT”) on such businesses, retroactively for the period from December 31, 2001

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through January 31, 2006. The taxing authority contends that these businesses fall within the definition of “communication services” and as such are subject to the VAT. L&C and Klimes filed separate petitions to challenge the imposition of this tax.

On August 8, 2011, Brazil’s National Council of Fiscal Policy (CONFAZ) published a convenio authorizing sixteen states, including the State of São Paulo, to issue an amnesty that would reduce the principal amount of VAT allegedly owed and reduce or waive related interest and penalties.  The State of São Paulo ratified the amnesty in late August 2011.   On May 10, 2012, the State of São Paulo published an amnesty decree that mirrors the convenio.  Klimes and L&C accepted the amnesty on May 24, 2012 by making the aggregate required payment of $10.9 million, which was recorded as an expense in the second quarter of 2012.  On that same day, Klimes and L&C filed petitions to discontinue the tax litigation based on the amnesty payments.  In January 2013, we were notified that the petitions to discontinue the litigation were granted and the lawsuits filed by Klimes and L&C were dismissed effective June 1, 2012 and July 11, 2012, respectively.

Stockholder Litigation

Two derivative lawsuits were filed in March 2012 in Delaware Chancery Court by stockholders of Clear Channel Outdoor Holdings, Inc., an indirect non-wholly owned subsidiary of ours, which is, in turn, an indirect wholly owned subsidiary of CC Media Holdings, Inc. The consolidated lawsuits are captioned In re Clear Channel Outdoor Holdings, Inc. Derivative Litigation, Consolidated Case No. 7315-CS. The complaints name as defendants certain of our and Clear Channel Outdoor Holdings, Inc.’s current and former directors and us, as well as Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P.  Clear Channel Outdoor Holdings, Inc. also is named as a nominal defendant.  The complaints allege, among other things, that in December 2009 we breached fiduciary duties to Clear Channel Outdoor Holdings, Inc. and its stockholders by allegedly requiring Clear Channel Outdoor Holdings, Inc. to agree to amend the terms of a revolving promissory note payable by us to Clear Channel Outdoor Holdings, Inc. to extend the maturity date of the note and to amend the interest rate payable on the note.  According to the complaints, the terms of the amended promissory note were unfair to Clear Channel Outdoor Holdings, Inc. because, among other things, the interest rate was below market. The complaints further allege that we were unjustly enriched as a result of that transaction.  The complaints also allege that the director defendants breached fiduciary duties to Clear Channel Outdoor Holdings, Inc. in connection with that transaction and that the transaction constituted corporate waste.  On April 4, 2012, the board of directors of Clear Channel Outdoor Holdings, Inc. formed a special litigation committee consisting of independent directors (the “SLC”) to review and investigate plaintiffs’ claims and determine the course of action that serves the best interests of Clear Channel Outdoor Holdings, Inc. and its stockholders.  On June 20, 2012, the SLC filed a motion to stay the lawsuits for six months while it completes its review and investigation.  In response, on June 27, 2012, plaintiffs filed a motion for an expedited trial, asking the Court to schedule a trial on the merits in October 2012. On July 23, 2012, the Court issued an order granting the motion to stay and denying the motion for an expedited trial. On January 23, 2013, the SLC filed a motion to extend the stay for thirty days, and on January 24, 2013, the Court granted that motion, extending the stay for thirty days from the date of the order.

Los Angeles Litigation

In 2008, Summit Media, LLC, one of our competitors, sued the City of Los Angeles, Clear Channel Outdoor, Inc. and CBS Outdoor in Los Angeles Superior Court (Case No. BS116611) challenging the validity of a Stipulated Judgment that had been entered into in November 2006 among the parties.  Pursuant to the Stipulated Judgment, Clear Channel Outdoor, Inc. had taken down existing billboards and converted 83 existing signs from static displays to digital displays pursuant to modernization permits issued through an administrative process of the City.  The Los Angeles Superior Court ruled in January 2010 that the Stipulated Judgment constituted an ultra vires act of the City and nullified its existence, but did not invalidate the modernization permits issued to Clear Channel Outdoor, Inc. and CBS.  All parties appealed the ruling by the Los Angeles Superior Court to Court of Appeal for the State of California, Second Appellate District, Division 8.  At an October 30, 2012 oral argument by the parties, the California Court of Appeal read a preliminary ruling from the bench prior to the argument indicating it would uphold the Los Angeles Superior Court’s finding that the Stipulated Judgment was ultra vires and would remand the case to the Los Angeles Superior Court for the purpose of invalidating the permits issued to Clear Channel Outdoor, Inc. and CBS for the digital displays that were the subject of the Stipulated Judgment.  The Court of Appeal issued its written ruling in this matter on December 10, 2012, consistent with its October 30, 2012 preliminary ruling.  Clear Channel Outdoor, Inc. filed a motion for rehearing on December 26, 2012. The Court of Appeal denied the motion for rehearing.  On January 22, 2013, Clear Channel Outdoor, Inc. filed a petition with the California Supreme Court requesting its review of the matter. 

ITEM 4.  MINE SAFETY DISCLOSURES

Not Applicable.

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PART II

ITEM 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

There is no established public trading market for our stock.  Clear Channel Capital I directly owns all of our issued and outstanding stock.  All of Clear Channel Capital I’s issued and outstanding equity interests are directly owned by Clear Channel Capital II, LLC, and all of the issued and outstanding equity interests of Clear Channel Capital II, LLC are owned by CCMH. All equity interests in CCMH are owned, directly or indirectly, by the Sponsors and their co-investors, public investors and certain employees of CCMH and its subsidiaries, including certain executive officers and directors.

Dividend Policy

We have not paid cash dividends on the shares of our common stock since the merger and our ability to pay dividends is subject to restrictions should we seek to do so in the future. Our debt financing arrangements include restrictions on our ability to pay dividends.  See “Management’s Discussion and Analysis of Financial Condition and Results of Operations- Liquidity and Capital Resources—Sources of Capital” and Note 5 to the Consolidated Financial Statements.

Sales of Unregistered Securities

We did not sell any equity securities during 2012 that were not registered under the Securities Act of 1933.

Purchases of Equity Securities

We did not purchase any of our equity securities during the fourth quarter of 2012.

ITEM 6.  Selected Financial Data

As permitted by the rules and regulations of the SEC, the financial statements and related footnotes included in Item 6 and Item 8 of Part II of this Annual Report on Form 10-K are those of Clear Channel Capital I, LLC (“Clear Channel Capital I”), the direct parent of Clear Channel Communications, Inc., a Texas corporation (“Clear Channel” or “Subsidiary Issuer”), and contain certain footnote disclosures regarding the financial information of Clear Channel and Clear Channel’s domestic wholly-owned subsidiaries that guarantee certain of Clear Channel’s outstanding indebtedness. All other financial information and other data and information contained in this Annual Report on Form 10-K is that of Clear Channel, unless otherwise indicated. Accordingly, all references in Item 6 and Item 7 of this Annual Report on Form 10-K to “we,” “us” and “our” refer to Clear Channel and its consolidated subsidiaries.

The following tables set forth our and Clear Channel Capital I’s summary historical consolidated financial and other data as of the dates and for the periods indicated. The summary historical financial data are derived from our audited consolidated financial statements. Certain prior period amounts have been reclassified to conform to the 2012 presentation.  Historical results are not necessarily indicative of the results to be expected for future periods.  Acquisitions and dispositions impact the comparability of the historical consolidated financial data reflected in this schedule of Selected Financial Data.

The summary historical consolidated financial and other data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes thereto located within Item 8 of Part II of  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 the merger occurred at the close of business on July 30, 2008.  The merger resulted in a new basis of accounting beginning on July 31, 2008.

(In thousands)			For the Years Ended December 31,
			2012		2011		2010		2009		2008
			Post-Merger		Post-Merger		Post-Merger		Post-Merger		Combined
Results of Operations Data:
Revenue		$	6,246,884	$	6,161,352	$	5,865,685	$	5,551,909	$	6,688,683
Operating expenses:
	Direct operating expenses (excludes depreciation and amortization)		2,496,550		2,504,036		2,381,647		2,529,454		2,852,726
	Selling, general and administrative expenses (excludes depreciation and amortization)		1,673,447		1,617,258		1,570,212		1,520,402		1,880,964
	Corporate expenses (excludes depreciation and amortization)		288,028		227,096		284,042		253,964		383,714
	Depreciation and amortization		729,285		763,306		732,869		765,474		696,830
	Impairment charges (1)		37,651		7,614		15,364		4,118,924		5,268,858
	Other operating income (expense) — net		48,127		12,682		(16,710)		(50,837)		28,032
Operating income (loss)			1,070,050		1,054,724		864,841		(3,687,146)		(4,366,377)
Interest expense			1,549,023		1,466,246		1,533,341		1,500,866		928,978
Loss on marketable securities			(4,580)		(4,827)		(6,490)		(13,371)		(82,290)
Equity in earnings (loss) of nonconsolidated affiliates			18,557		26,958		5,702		(20,689)		100,019
Gain (loss) on extinguishment of debt			(254,723)		(1,447)		60,289		713,034		103,193
Other income (expense)— net			250		(3,169)		(13,834)		(33,318)		23,200
Loss before income taxes			(719,469)		(394,007)		(622,833)		(4,542,356)		(5,151,233)
Income tax benefit			308,279		125,978		159,980		493,320		524,040
Loss before income taxes			(411,190)		(268,029)		(462,853)		(4,049,036)		(4,627,193)
Income from discontinued operations, net (2)			-		-		-		-		638,391
Consolidated net loss			(411,190)		(268,029)		(462,853)		(4,049,036)		(3,988,802)
	Less amount attributable to noncontrolling interest		13,289		34,065		16,236		(14,950)		16,671
Net loss attributable to the Company		$	(424,479)	$	(302,094)	$	(479,089)	$	(4,034,086)	$	(4,005,473)

					Pre-Merger
					For the
					Seven
					Months
					Ended
					July 30,
					2008
Net income (loss) per common share:
	Basic:
		Income (loss) attributable to the
			Company before discontinued
			operations	$	0.80
		Discontinued operations			1.29
		Net income (loss) attributable to
			the Company	$	2.09
	Diluted:
		Income (loss) attributable to the
			Company before discontinued
			operations	$	0.80
		Discontinued operations			1.29
		Net income (loss) attributable to
			the Company	$	2.09
	Dividends declared per share			$	-

(In thousands)		As of December 31,
		2012		2011		2010		2009		2008
Balance Sheet Data:
Current assets	$	2,993,807	$	2,985,285	$	3,603,173	$	3,685,845	$	2,066,555
Property, plant and equipment – net		3,036,854		3,063,327		3,145,554		3,332,393		3,548,159
Total assets		16,292,713		16,452,039		17,460,382		18,047,101		21,125,463
Current liabilities		1,782,142		1,428,962		2,098,579		1,544,136		1,845,946
Long-term debt, net of current maturities		20,365,369		19,938,531		19,739,617		20,303,126		18,940,697
Member’s deficit		(7,995,191)		(7,471,941)		(7,204,686)		(6,844,738)		(2,916,231)

(1)We recorded non-cash impairment charges of $37.7 million, $7.6 million and $15.4 million during 2012, 2011 and 2010, respectively.  We also recorded non-cash impairment charges of $4.1 billion in 2009 and $5.3 billion in 2008 as a result of the global economic downturn which adversely affected advertising revenues across our businesses.  Our impairment charges are discussed more fully in Item 8 of Part II of this Annual Report on Form 10-K.

(2)Includes the results of operations of our television business, which we sold on March 14, 2008, and certain of our non-core radio stations.

ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Format of Presentation

Management’s discussion and analysis of our financial condition and results of operations (“MD&A”) should be read in conjunction with the consolidated financial statements and related footnotes.  Our discussion is presented on both a consolidated and segment basis.  Our reportable operating segments are Media and Entertainment (“CCME”), Americas outdoor advertising (“Americas outdoor” or “Americas outdoor advertising”), and International outdoor advertising (“International outdoor” or “International outdoor advertising”).  Our CCME segment provides media and entertainment services via broadcast and digital delivery and also includes our national syndication business.  Our Americas outdoor and International outdoor segments provide outdoor advertising services in their respective geographic regions using various digital and traditional display types. Included in the “Other” segment are our media representation business, Katz Media Group, as well as other general support services and initiatives, which are ancillary to our other businesses.

We manage our operating segments primarily focusing on their operating income, while Corporate expenses, Impairment charges, Other operating income (expense) - net, Interest expense, Loss on marketable securities, Equity in earnings (loss) of nonconsolidated affiliates, Loss on extinguishment of debt, Other income (expense) - net and Income tax benefit are managed on a total company basis and are, therefore, included only in our discussion of consolidated results.

Certain prior period amounts have been reclassified to conform to the 2012 presentation.

During the first quarter of 2012, and in connection with the appointment of the new chief executive officer of our indirect subsidiary, Clear Channel Outdoor Holdings, Inc. (“CCOH”), we reevaluated our segment reporting and determined that our Latin American operations were more appropriately aligned within the operations of our International outdoor advertising segment.  As a result, the operations of Latin America are no longer reflected within our Americas outdoor advertising segment and are currently included in the results of our International outdoor advertising segment.  Accordingly, we have recast the corresponding segment disclosures for prior periods.

CCME

Our revenue is derived primarily from selling advertising time, or spots, on our radio stations, with advertising contracts typically less than one year in duration.  The programming formats of our radio stations are designed to reach audiences with targeted demographic characteristics that appeal to our advertisers.  We also provide streaming content via the Internet, mobile and other digital platforms which reach national, regional and local audiences and derive revenues primarily from selling advertising time with advertising contracts similar to those used by our radio stations.

CCME management monitors average advertising rates, which are principally based on the length of the spot and how many people in a targeted audience listen to our stations, as measured by an independent ratings service.  Also, our advertising rates are influenced by the time of day the advertisement airs, with morning and evening drive-time hours typically priced the highest.  Management monitors yield per available minute in addition to average rates because yield allows management to track revenue performance across our inventory.  Yield is measured by management in a variety of ways, including revenue earned divided by minutes of advertising sold.

Management monitors macro-level indicators to assess our CCME operations’ performance.  Due to the geographic diversity and autonomy of our markets, we have a multitude of market-specific advertising rates and audience demographics.  Therefore, management reviews average unit rates across each of our stations.

Management looks at our CCME operations’ overall revenue as well as the revenue from each type of advertising, including local advertising, which is sold predominately in a station’s local market, and national advertising, which is sold across multiple markets.  Local advertising is sold by each radio station’s sales staff while national advertising is sold by our national sales team and through our national representation firm.  Local advertising, which is our largest source of advertising revenue, and national advertising revenues are tracked separately because these revenue streams have different sales forces and respond differently to changes in the economic environment.  We periodically review and refine our selling structures in all markets in an effort to maximize the value of our offering to advertisers and, therefore, our revenue.

Management also looks at CCME revenue by market size.  Typically, larger markets can reach larger audiences with wider

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demographics than smaller markets.  Additionally, management reviews our share of CCME advertising revenues in markets where such information is available, as well as our share of target demographics listening to the radio in an average quarter hour.  This metric gauges how well our formats are attracting and retaining listeners.

A portion of our CCME segment’s expenses vary in connection with changes in revenue.  These variable expenses primarily relate to costs in our sales department, such as commissions, and bad debt.  Our programming and general and administrative departments incur most of our fixed costs, such as utilities and office salaries.  We incur discretionary costs in our marketing and promotions, which we primarily use in an effort to maintain and/or increase our audience share. Lastly, we have incentive systems in each of our departments which provide for bonus payments based on specific performance metrics, including ratings, sales levels, pricing and overall profitability.

Outdoor Advertising

Our outdoor advertising revenue is derived from selling advertising space on the displays we own or operate in key markets worldwide, consisting primarily of billboards, street furniture and transit displays.  Part of our long-term strategy for our outdoor advertising businesses is to pursue the technology of digital displays, including flat screens, LCDs and LEDs, as alternatives to traditional methods of displaying our clients’ advertisements. We are currently installing these technologies in certain markets, both domestically and internationally.

Management typically monitors our business by reviewing the average rates, average revenue per display, or yield, occupancy, and inventory levels of each of our display types by market.

We own the majority of our advertising displays, which typically are located on sites that we either lease or own or for which we have acquired permanent easements.  Our advertising contracts with clients typically outline the number of displays reserved, the duration of the advertising campaign and the unit price per display.

The significant expenses associated with our operations include (i) direct production, maintenance and installation expenses, (ii) site lease expenses for land under our displays and (iii) revenue-sharing or minimum guaranteed amounts payable under our billboard, street furniture and transit display contracts.  Our direct production, maintenance and installation expenses include costs for printing, transporting and changing the advertising copy on our displays, the related labor costs, the vinyl and paper costs, electricity costs and the costs for cleaning and maintaining our displays.  Vinyl and paper costs vary according to the complexity of the advertising copy and the quantity of displays.  Our site lease expenses include lease payments for use of the land under our displays, as well as any revenue-sharing arrangements or minimum 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.

Americas Outdoor Advertising

Our advertising rates are based on a number of different factors including location, competition, type and size of display, illumination, market and gross ratings points.  Gross ratings points are the total number of impressions delivered by a display or group of displays, expressed as a percentage of a market population.  The number of impressions delivered by a display is measured by the number of people passing the site during a defined period of time.  For all of our billboards in the United States, we use independent, third-party auditing companies to verify the number of impressions delivered by a display.

Client contract terms typically range from four weeks to one year for the majority of our display inventory in the United States.  Generally, we own the street furniture structures and are responsible for their construction and maintenance.  Contracts for the right to place our street furniture and transit displays and sell advertising space on them are awarded by municipal and transit authorities in competitive bidding processes governed by local law or are negotiated with private transit operators.  Generally, these contracts have terms ranging from 10 to 20 years.

International Outdoor Advertising

Similar to our Americas outdoor business, advertising rates generally are based on the gross ratings points of a display or group of displays. The number of impressions delivered by a display, in some countries, is weighted to account for such factors as illumination, proximity to other displays and the speed and viewing angle of approaching traffic.  In addition, because our International outdoor advertising operations are conducted in foreign markets, including Europe, Asia and Latin America, management reviews the operating results from our foreign operations on a constant dollar basis.  A constant dollar basis allows for comparison of operations independent of foreign exchange movements.

Our International display inventory is typically sold to clients through network packages, with client contract terms typically

ranging from one to two weeks with terms of up to one year available as well.  Internationally, contracts with municipal and transit authorities for the right to place our street furniture and transit displays typically provide for terms ranging from three to 15 years. The major difference between our International and Americas street furniture businesses is in the nature of the municipal contracts.  In our International outdoor business, these contracts typically require us to provide the municipality with a broader range of metropolitan amenities in exchange for which we are authorized to sell advertising space on certain sections of the structures we erect in the public domain.  A different regulatory environment for billboards and competitive bidding for street furniture and transit display contracts, which constitute a larger portion of our business internationally, may result in higher site lease costs in our International business.  As a result, our margins are typically lower in our International business than in our Americas outdoor business.

Macroeconomic Indicators

Our advertising revenue for all of our segments is highly correlated to changes in gross domestic product (“GDP”) as advertising spending has historically trended in line with GDP, both domestically and internationally. According to the U.S. Department of Commerce, estimated U.S. GDP growth for 2012 was 2.2%. Internationally, our results are impacted by fluctuations in foreign currency exchange rates as well as the economic conditions in the foreign markets in which we have operations.

Executive Summary

The key developments in our business for the year ended December 31, 2012 are summarized below:

·Consolidated revenue for 2012 increased $85.5 million including the impact of negative foreign exchange movements of $79.3 million compared to 2011. Excluding foreign exchange impacts, consolidated revenue increased $164.8 million over the prior year.

·CCME revenue for 2012 increased $98.0 million compared to 2011 primarily due to increased political advertising both nationally and locally.  Our iHeartRadio platform continues to drive higher digital revenues with listening hours increasing by 100%.

·Americas outdoor revenue for 2012 increased $26.5 million compared to 2011 due to continued deployment of digital bulletins.  During 2012, we deployed 178 digital displays in the United States bringing the total number of digital bulletins in the United States above 1,000.

·International outdoor revenue for 2012 decreased $83.5 million including the impact of negative foreign exchange movements of $78.9 million compared to 2011.  Excluding foreign exchange impacts, revenue decreased $4.6 million over the prior year.  The strengthening of the dollar significantly contributed to the revenue decline in our International outdoor advertising business. Growth in Asia and Latin America was offset by the weakened macroeconomic conditions in Europe, which had a negative impact on our operations.

·Revenues in our Other segment for 2012 grew $47.3 million primarily due to increased political advertising through our media representation business.

·During 2012, we spent $76.2 million on strategic revenue and cost-saving initiatives to realign and improve our on-going business operations.  This represented an increase of $39.8 million over 2011.

·During 2012, our indirect subsidiary, Clear Channel Worldwide Holdings, Inc. (“CCWH”), issued $275.0 million aggregate principal amount of 7.625% Series A Senior Subordinated Notes due 2020 (the “Series A CCWH Subordinated Notes”) and $1,925.0 million aggregate principal amount of 7.625% Series B Senior Subordinated Notes due 2020 (the “Series B CCWH Subordinated Notes” and, together with the Series A CCWH Subordinated Notes, the “CCWH Subordinated Notes”) and in connection therewith, CCOH declared a special cash dividend (the “CCOH Dividend”) equal to $6.0832 per share to its stockholders of record. Using CCOH Dividend proceeds distributed to our wholly-owned subsidiaries, together with cash on hand, we repaid $2,096.2 million of indebtedness under our senior secured credit facilities.  Please refer to the “CCWH Senior Subordinated Notes” section within this MD&A for further discussion of the CCWH Subordinated Notes offering, including the use of the proceeds.

·During 2012, we repaid our 5.0% senior notes at maturity for $249.9 million (net of $50.1 million principal amount repaid to one of our subsidiaries with respect to notes repurchased and held by such entity), plus accrued interest, using a portion of the proceeds from our 2011 issuance of 9.0% priority guarantee notes due 2021 discussed elsewhere in this MD&A, along with cash on hand.

·During 2012, we exchanged $2.0 billion aggregate principal amount of term loans under our senior secured credit facilities for a like principal amount of newly issued 9.0% priority guarantee notes due 2019 as discussed elsewhere in this MD&A.

·During 2012, CCWH issued $735.75 million aggregate principal amount of 6.50% Series A Senior Notes due 2022 (the “Series A CCWH Senior Notes”), which were issued at an issue price of 99.0% of par, and $1,989.25 million aggregate principal amount of 6.50% Series B Senior Notes due 2022, which were issued at par (the “Series B CCWH Senior Notes” and, together with the Series A CCWH Senior Notes, the “CCWH Senior Notes”).  CCWH used the net

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proceeds from the offering of the CCWH Senior Notes, together with cash on hand, to fund the tender offer for and redemption of CCWH’s existing 9.25% Series A Senior Notes due 2017 and its existing 9.25% Series B Senior Notes due 2017 (together, the “Existing CCWH Senior Notes”).  A tender premium of $128.3 million and a call premium of $53.8 million were recognized as expense in the fourth quarter of 2012 resulting from the repurchase of the Existing CCWH Senior Notes.

The key developments in our business for the year ended December 31, 2011 are summarized below:

·Consolidated revenue increased $295.7 million during 2011 including positive foreign exchange movements of $87.1 million compared to 2010.

·CCME revenue increased $117.3 million during 2011 compared to 2010, due primarily to increased revenue resulting from our April 2011 addition of a complementary traffic operation (the “traffic acquisition”) to our existing traffic business, Total Traffic Network.  We also purchased a cloud-based music technology business in the first quarter of 2011 that has enabled us to accelerate the development and growth of our iHeartRadio digital products.

·Americas outdoor revenue increased $35.8 million during 2011 compared to 2010, driven by revenue growth across our bulletin, airport and shelter displays, particularly digital displays.  During 2011, we deployed 242 digital displays in the United States, compared to 158 during 2010.

·International outdoor revenue increased $170.1 million during 2011 compared to 2010, primarily as a result of increased street furniture revenues and the effects of movements in foreign exchange.  The weakening of the U.S. Dollar throughout 2011 significantly contributed to revenue growth in our International outdoor advertising business.  The revenue increase attributable to movements in foreign exchange was $84.5 million for 2011.

·We issued $1.75 billion aggregate principal amount of 9.0% priority guarantee notes due 2021 during 2011, consisting of $1.0 billion aggregate principal amount issued in February (the “February 2011 Offering”) and an additional $750.0 million aggregate principal amount issued in June (the “June 2011 Offering”).   Proceeds of the February 2011 Offering, along with available cash on hand, were used to repay $500.0 million of our senior secured credit facilities and $692.7 million of our 6.25% senior notes at maturity in March 2011.

·During 2011, CC Finco, LLC (“CC Finco”), our indirect subsidiary, repurchased $80.0 million aggregate principal amount of our outstanding 5.5% senior notes due 2014 for $57.1 million, including accrued interest, through open market purchases.

·During 2011, CC Finco purchased 1,553,971 shares of CCOH’s Class A common stock through open market purchases for approximately $16.4 million.

·During 2011, we repaid our 4.4% senior notes at maturity for $140.2 million (net of $109.8 million principal amount held by and repaid to one of our subsidiaries with respect to notes repurchased and held by such entity), plus accrued interest.

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Consolidated Results of Operations

The comparison of our historical results of operations for the year ended December 31, 2012 to the year ended December 31, 2011 is as follows:

(In thousands)			Years Ended December 31,			%
			2012		2011	Change
Revenue		$	6,246,884	$	6,161,352	1%
Operating expenses:
	Direct operating expenses (excludes depreciation and amortization)		2,496,550		2,504,036	(0%)
	Selling, general and administrative expenses (excludes depreciation and amortization)		1,673,447		1,617,258	3%
	Corporate expenses (excludes depreciation and amortization)		288,028		227,096	27%
	Depreciation and amortization		729,285		763,306	(4%)
	Impairment charges		37,651		7,614	394%
	Other operating income – net		48,127		12,682	279%
Operating income			1,070,050		1,054,724	1%
Interest expense			1,549,023		1,466,246
Loss on marketable securities			(4,580)		(4,827)
Equity in earnings of nonconsolidated affiliates			18,557		26,958
Loss on extinguishment of debt			(254,723)		(1,447)
Other income (expense) – net			250		(3,169)
Loss before income taxes			(719,469)		(394,007)
Income tax benefit			308,279		125,978
Consolidated net loss			(411,190)		(268,029)
	Less amount attributable to noncontrolling interest		13,289		34,065
Net loss attributable to the Company		$	(424,479)	$	(302,094)

Consolidated Revenue

Our consolidated revenue increased $85.5 million including the impact of negative movements in foreign exchange of $79.3 million compared to 2011.  Excluding the impact of foreign exchange movements, revenue increased $164.8 million.  CCME revenue increased $98.0 million, driven by growth of $79.0 million from national and local advertising including political, telecommunications and auto, and higher advertising revenues from our digital services primarily as a result of higher listening hours and event sponsorship.  Americas outdoor revenue increased $26.5 million, driven primarily by bulletin revenue growth as a result of our continued deployment of new digital displays during 2012 and 2011 and revenue growth from our airports business.  International outdoor revenue decreased $83.5 million including the impact of negative movements in foreign exchange of $78.9 million compared to 2011.  Excluding the impact of foreign exchange movements, International outdoor revenue decreased $4.6 million.  Declines in certain countries as a result of weakened macroeconomic conditions and our divestiture of our international neon business during the third quarter of 2012 were partially offset by growth in street furniture and billboard revenue in other countries.  Our Other segment revenue grew by $47.3 million as a result of increased political advertising through our media representation business during the election year in the United States.

Consolidated Direct Operating Expenses

Direct operating expenses decreased $7.5 million including a $49.7 million decline due to the effects of movements in foreign exchange compared to 2011.  CCME direct operating expenses increased $23.9 million, primarily due to an increase in digital expenses related to our iHeartRadio digital platform including higher digital streaming fees due to increased listening hours and rates and personnel costs.  In addition, an increase of $29.6 million related to our traffic acquisition was partially offset by a decline in music license fees of $23.2 million.  Americas outdoor direct operating expenses increased $14.9 million, primarily due to increased

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site lease expense associated with our continued development of digital displays and growth from our airports business.  Direct operating expenses in our International outdoor segment decreased $42.4 million including a $49.4 million decline due to the effects of movements in foreign exchange.  The increase in expense excluding the impact of movements in foreign exchange was primarily driven by higher site lease and other expenses as a result of new contracts. These increases were partially offset by lower variable costs in countries where revenues have declined and the impact of the divestiture of our international neon business.

Consolidated Selling, General and Administrative (“SG&A”) Expenses

SG&A expenses increased $56.2 million including a decline of $21.7 million due to the effects of movements in foreign exchange compared to 2011.  CCME SG&A expenses increased $16.6 million, primarily due to expenses incurred in connection with strategic revenue and cost initiatives.  SG&A expenses in our Americas outdoor segment increased $11.7 million primarily due to increased personnel costs resulting from increased revenue in addition to increases in costs associated with strategic revenue and cost initiatives.  International outdoor SG&A expenses increased $24.8 million including a $21.6 million decline due to the effects of movements in foreign exchange. The increase was primarily due to $22.7 million of expense related to the negative impact of litigation in Latin America discussed further in Item 3 of Part I of this Annual Report on Form 10-K. Also contributing to the increase was a $1.2 million increase in expenses related to strategic revenue and cost initiatives.

Corporate Expenses

Corporate expenses increased $60.9 million during 2012 compared to 2011.  This increase was driven by higher personnel costs resulting from amounts recorded under our variable compensation plans, higher expenses under our benefit plans, and increases in corporate infrastructure.  In addition, we incurred $14.2 million more in corporate strategic revenue and cost initiatives compared to the prior year as well as $9.0 million in expenses related to the stockholder litigation discussed further in Item 3 of Part I of this Annual Report on Form 10-K.  Also impacting the increase during 2012 compared to 2011 is the reversal of $6.6 million of share-based compensation expense included in 2011 related to the cancellation of a portion of an executive’s stock options.

Revenue and Cost Initiatives

Included in the amounts for direct operating expenses, SG&A and corporate expenses discussed above are expenses of $76.2 million incurred in connection with our strategic revenue and cost initiatives. The costs were incurred to improve revenue growth, enhance yield, reduce costs, and organize each business to maximize performance and profitability.  These costs consist primarily of consulting expenses, consolidation of locations and positions, severance related to workforce initiatives and other costs incurred in connection with streamlining our businesses. These costs are expected to provide benefits in future periods as the initiative results are realized.  Of these costs, $13.8 million are reported within direct operating expenses, $47.2 million are reported within SG&A and $15.2 million are reported within corporate expense.  In 2011, such costs totaled $8.8 million, $26.6 million, and $1.0 million, respectively.

Depreciation and Amortization

Depreciation and amortization decreased $34.0 million during 2012 compared to 2011, primarily due to various assets becoming fully depreciated in 2011.  In addition, movements in foreign exchange contributed a decrease of $9.3 million during 2012.

Impairment Charges

We performed our annual impairment tests as of October 1, 2012 and 2011 on our goodwill, FCC licenses, billboard permits, and other intangible assets and recorded impairment charges of $37.7 million and $7.6 million, respectively.  During 2012, we recognized a $35.9 million impairment charge in our Americas outdoor segment related to declines in estimated fair values of certain markets’ billboard permits.  Please see Note 2 to the consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K for a further description of the impairment charges.

Other Operating Income (Expense) - Net

Other operating income of $48.1 million in 2012 primarily related to the gain on the sale of our international neon business in the third quarter of 2012.

Other operating income of $12.7 million in 2011 primarily related to a gain on the sale of a tower and proceeds received from condemnations of bulletins.

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Interest Expense

Interest expense increased $82.7 million during 2012 compared to 2011 primarily as a result of interest expense associated with CCWH’s issuance of the CCWH Subordinated Notes during the first quarter of 2012, partially offset by the impact of other refinancing actions and repayments of senior notes. Please refer to “Sources of Capital” for additional discussion of debt issuances and exchanges. Our weighted average cost of debt during 2012 and 2011 was 6.7% and 6.2%, respectively.

Loss on Marketable Securities

The loss on marketable securities of $4.6 million and $4.8 million during 2012 and 2011, respectively, primarily related to the impairment of our investment in Independent News & Media PLC (“INM”) during 2012 and 2011 and the impairment of a cost-basis investment during 2012.  The fair value of INM was below cost for an extended period of time.  As a result, we considered the guidance in ASC 320-10-S99 and reviewed the length of the time and the extent to which the market value was less than cost, the financial condition and the near-term prospects of the issuer.  After this assessment, we concluded that the impairment at each date was other than temporary and recorded non-cash impairment charges to our investment in INM, as noted above.  We obtained the financial information for our cost-basis investment and noted continued doubt of the investment’s ability to continue as a going concern.  After evaluating the financial condition of the investment, we concluded that the investment was other than temporarily impaired and recorded a non-cash impairment charge to that investment.

Equity in Earnings of Nonconsolidated Affiliates

Equity in earnings of nonconsolidated affiliates of $18.6 million for 2012 included earnings from our investments in Australia Radio Network and New Zealand Radio Network.

Equity in earnings of nonconsolidated affiliates of $27.0 million for 2011 included earnings from our investments primarily in Australia Radio Network and New Zealand Radio Network.

Loss on Extinguishment of Debt

In connection with the refinancing of the Existing CCWH Senior Notes with an interest rate of 9.25% with the CCWH Senior Notes with a stated interest rate of 6.5% during the fourth quarter of 2012, CCWH paid existing note holders a tender premium of 7.4% of face value on the $1,724.7 million of Existing CCWH Senior Notes that were tendered in the tender offer and a call premium of 6.9% on the $775.3 million of Existing CCWH Senior Notes that were redeemed following the tender offer.  The tender premium of $128.3 million and the call premium of $53.8 million are included in the loss on extinguishment of debt.  In addition, we recognized a loss of $39.0 million due to the write-off of deferred loan costs in connection with the call of the Existing CCWH Senior Notes, and recognized losses of $33.7 million in connection with a prepayment during the first quarter of 2012 and a debt exchange during the fourth quarter of 2012 related to our senior secured credit facilities as discussed elsewhere in this MD&A.

Loss on extinguishment of debt of $1.4 million for 2011 primarily related to the accelerated expensing of $5.7 million of loan fees upon the prepayment of $500.0 million of our senior secured credit facilities in connection with the February 2011 Offering, partially offset by an aggregate gain of $4.3 million on the repurchase of our 5.5% senior notes due 2014.

Other Income (Expense) - Net

Other income of $0.3 million for 2012 primarily related to miscellaneous dividend and other income of $3.2 million offset by $3.0 million in foreign exchange losses on short-term intercompany accounts.

Other expense of $3.2 million for 2011 primarily related to miscellaneous bank fees and foreign exchange losses on short-term intercompany accounts.

Income Tax Benefit

The effective tax rate for the year ended December 31, 2012 was 42.8% as compared to 32.0% for the year ended December 31, 2011.  The effective tax rate for 2012 was favorably impacted by our settlement of U.S. Federal and foreign tax examinations during the year.  Pursuant to the settlements, we recorded a reduction to income tax expense of approximately $60.6 million to reflect the net tax benefits of the settlements.  This benefit was partially offset by additional tax recorded during 2012 related to the write-off of deferred tax assets associated with the vesting of certain equity awards.

The effective tax rate for the year ended December 31, 2011 was 32.0% as compared to 25.7% for the year ended December 31, 2010.  The effective tax rate for 2011 was favorably impacted by our settlement of U.S. Federal and state tax examinations during the year.  Pursuant to the settlements, we recorded a reduction to income tax expense of approximately

$16.3 million to reflect the net tax benefits of the settlements.  This benefit was partially offset by additional tax recorded during 2011 related to the write-off of deferred tax assets associated with the vesting of certain equity awards and our inability to benefit from certain tax loss carryforwards in foreign jurisdictions.

CCME Results of Operations

Our CCME operating results were as follows:

(In thousands)		Years Ended December 31,			%
		2012		2011	Change
Revenue	$	3,084,780	$	2,986,828	3%
Direct operating expenses		873,165		849,265	3%
SG&A expenses		997,511		980,960	2%
Depreciation and amortization		271,399		268,245	1%
Operating income	$	942,705	$	888,358	6%

CCME revenue increased $98.0 million during 2012 compared to 2011, driven by growth of $79.0 million from national and local advertising across political, automotive and telecommunication categories.  We continued to experience increases in digital revenue as a result of increased listening hours through our iHeartRadio platform as well as higher event sponsorship revenue.  Revenue in our traffic business increased $20.8 million due to our traffic acquisition completed in the second quarter of 2011.  This revenue growth was partially offset by declines in syndicated programming sales.

Direct operating expenses increased $23.9 million during 2012 compared to 2011, primarily due to an increase in digital expenses related to our iHeartRadio digital platform including higher digital streaming fees due to increased listening hours and rates and personnel costs as well as an increase of $29.6 million from our traffic acquisition, partially offset by a $23.2 million decline in music license fees resulting from lower negotiated royalty rates.  SG&A expenses increased $16.6 million, primarily due to higher spending on strategic revenue and cost initiatives of $14.2 million, a $5.5 million increase over 2011.

Depreciation and amortization increased $3.2 million, primarily due to our traffic acquisition.

Americas Outdoor Advertising Results of Operations

Our Americas outdoor operating results were as follows:

(In thousands)		Years Ended December 31,			%
		2012		2011	Change
Revenue	$	1,279,257	$	1,252,725	2%
Direct operating expenses		586,666		571,779	3%
SG&A expenses		212,794		201,124	6%
Depreciation and amortization		192,023		211,056	(9%)
Operating income	$	287,774	$	268,766	7%

Americas outdoor revenue increased $26.5 million during 2012 compared to 2011, primarily driven by revenue growth from our digital bulletins and from our airports business.  We deployed an additional 178 digital bulletins during 2012 bringing our total to more than 1,000 digital bulletins in service.  The revenue growth resulting from our increased digital bulletin capacity was partially offset by declines in our traditional bulletin and poster revenues.  Our airport revenues grew primarily as a result of higher average rates and increased occupancy by customers of our largest U.S. airports.

Direct operating expenses increased $14.9 million due to increased site lease expense as a result of our continued deployment of digital displays and growth of our airport revenue.  SG&A expenses increased $11.7 million, primarily as a result of higher personnel costs of $6.6 million associated with the increase in revenue generating headcount and commissions and bonuses related to increased revenue, as well as $3.1 million in connection with legal and other expenses related to billboard permitting issues.  In addition, included in our 2012 SG&A expenses are revenue and cost initiatives of $13.6 million, which represents an increase of

$9.4 million, compared to 2011.  These increases are partially offset by a favorable court ruling resulting in a $7.8 million decrease in expenses.

Depreciation and amortization decreased $19.0 million, primarily due to increases in 2011 for accelerated depreciation and amortization related to the removal of various structures, including the removal of traditional billboards in connection with the continued deployment of digital billboards.

International Outdoor Advertising Results of Operations

Our International outdoor operating results were as follows:

(In thousands)		Years Ended December 31,			%
		2012		2011	Change
Revenue	$	1,667,687	$	1,751,149	(5%)
Direct operating expenses		1,024,596		1,067,022	(4%)
SG&A expenses		364,502		339,748	7%
Depreciation and amortization		205,258		219,908	(7%)
Operating income	$	73,331	$	124,471	(41%)

International outdoor revenue decreased $83.5 million during 2012 compared to 2011, including $78.9 million of negative movements in foreign exchange. Excluding the impact of movements in foreign exchange, revenues declined in certain geographies as a result of weakened macroeconomic conditions, particularly in France, southern Europe and the Nordic countries, as well as the impact of $15.1 million due to the divestiture of our international neon business during the third quarter of 2012. These decreases were partially offset by countries including Australia, China and Mexico where economic conditions were stronger, and in the United Kingdom which benefited from the 2012 Summer Olympics in London.  These and other countries experienced increased revenues, primarily related to our shelters, street furniture, equipment sales and billboard businesses.  New contracts won during 2011 helped drive revenue growth.

Direct operating expenses decreased $42.4 million, attributable to a $49.4 million decrease from movements in foreign exchange.  The increase in expenses excluding the impact of foreign exchange was primarily due to higher site lease expense of $12.5 million associated with new contracts, partially offset by lower site lease expenses in those markets where revenue declined as a result of weakened macroeconomic conditions.  The divestiture of our international neon business resulted in a $9.0 million decline in direct operating expenses.  SG&A expenses increased $24.8 million including a $21.6 million decrease from movements in foreign exchange.  The increase was primarily due to $22.7 million of expense related to the negative impact of litigation in Latin America. Also contributing to the increase were $13.9 million related to revenue and cost initiatives and $4.1 million related to increased shelter maintenance in Latin America, partially offset by a $3.2 million impact from the divestiture of our international neon business.

Depreciation and amortization declined $14.7 million, including $9.3 million of negative movements in foreign exchange, primarily as a result of assets that became fully depreciated or amortized during 2011.

Consolidated Results of Operations

The comparison of our historical results of operations for the year ended December 31, 2011 to the year ended December 31, 2010 is as follows:

(In thousands)			Years Ended December 31,			%
			2011		2010	Change
Revenue		$	6,161,352	$	5,865,685	5%
Operating expenses:
	Direct operating expenses (excludes depreciation and amortization)		2,504,036		2,381,647	5%
	Selling, general and administrative expenses (excludes depreciation and amortization)		1,617,258		1,570,212	3%
	Corporate expenses (excludes depreciation and amortization)		227,096		284,042	(20%)
	Depreciation and amortization		763,306		732,869	4%
	Impairment charges		7,614		15,364	(50%)
	Other operating income (expense) – net		12,682		(16,710)	(176%)
Operating income			1,054,724		864,841	22%
Interest expense			1,466,246		1,533,341
Loss on marketable securities			(4,827)		(6,490)
Equity in earnings of nonconsolidated affiliates			26,958		5,702
Gain (loss) on extinguishment of debt			(1,447)		60,289
Other expense – net			(3,169)		(13,834)
Loss before income taxes			(394,007)		(622,833)
Income tax benefit			125,978		159,980
Consolidated net loss			(268,029)		(462,853)
	Less amount attributable to noncontrolling interest		34,065		16,236
Net loss attributable to the Company		$	(302,094)	$	(479,089)

Consolidated Revenue

Our consolidated revenue increased $295.7 million during 2011 including the impact of positive movements in foreign exchange of $87.1 million compared to 2010.  Excluding the impact of foreign exchange movements, revenue increased $208.6 million.  CCME revenue increased $117.3 million, driven primarily by a $107.1 million increase due to our traffic acquisition and higher advertising revenues from our digital services primarily as a result of improved rates and higher listening hours.  Americas outdoor revenue increased $35.8 million, driven by increases in revenue across bulletin, airports and shelter displays, particularly digital displays, as a result of our continued deployment of new digital displays and increased rates.  International outdoor revenue increased $170.1 million, primarily from increased street furniture revenue across our markets and an $84.5 million increase from the impact of movements in foreign exchange.

Consolidated Direct Operating Expenses

Direct operating expenses increased $122.4 million during 2011 including a $52.9 million increase due to the effects of movements in foreign exchange compared to 2010.  CCME direct operating expenses increased $40.4 million, primarily due to an increase of $56.6 million related to our traffic acquisition offset by a decline in music license fees related to a settlement of prior year license fees.  Americas outdoor direct operating expenses increased $11.4 million, primarily due to increased site lease expense associated with higher airport and bulletin revenue, particularly digital displays, and the increased deployment of digital displays.  Direct operating expenses in our International outdoor segment increased $67.4 million, primarily from a $52.9 million increase from movements in foreign exchange.

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Consolidated Selling, General and Administrative (“SG&A”) Expenses

SG&A expenses increased $47.0 million during 2011 including an increase of $16.6 million due to the effect of movements in foreign exchange compared to 2010.  CCME SG&A expenses increased $17.1 million, primarily due to an increase of $41.0 million related to our traffic acquisition, partially offset by declines in compensation expense.  SG&A expenses increased $1.1 million in our Americas outdoor segment, which was primarily as a result of increased commission expense associated with the increase in revenue.  International outdoor SG&A expenses increased $45.1 million primarily due to a $16.6 million increase from movements in foreign exchange, a $6.5 million increase related to the unfavorable impact of litigation and increased selling and marketing expenses associated with the increase in revenue.

Corporate Expenses

Corporate expenses decreased $56.9 million during 2011 compared to 2010 primarily as a result of a decrease in bonus expense related to our variable compensation plans and decreased expense related to employee benefits.  Also contributing to the decline was a decrease in share-based compensation related to the shares tendered by Mark P. Mays to us in the third quarter of 2010 pursuant to a put option included in his amended employment agreement and the cancellation of certain of his options during 2011, and a decrease in restructuring expenses.  Partially offsetting the decreases was an increase in general corporate infrastructure support services and initiatives.

Depreciation and Amortization

Depreciation and amortization increased $30.4 million during 2011 compared to 2010, primarily due to increases in accelerated depreciation and amortization related to the removal of various structures, including the removal of traditional billboards in connection with the continued deployment of digital billboards.  Increased depreciation and amortization of $7.5 million related to our traffic acquisition also contributed to the increase.  In addition, the impact of movements in foreign exchange contributed an increase of $7.4 million during 2011.

Impairment Charges

We performed our annual impairment tests on October 1, 2011 and 2010 on our goodwill, FCC licenses, billboard permits, and other intangible assets and recorded impairment charges of $7.6 million and $15.4 million, respectively.  Please see Note 2 to the consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K for a further description of the impairment charges.

Other Operating Income (Expense) - Net

Other operating income of $12.7 million in 2011 primarily related to a gain on the sale of a tower and proceeds received from condemnations of bulletins.

Other operating expense of $16.7 million for 2010 primarily related to a $25.3 million loss recorded as a result of the transfer of our subsidiary’s interest in its Branded Cities business, partially offset by a $6.2 million gain on the sale of representation contracts.

Interest Expense

Interest expense decreased $67.1 million during 2011 compared to 2010.  Higher interest expense associated with the 2011 issuances of our 9.0% Priority Guarantee Notes was offset by decreased expense on term loan facilities due to the prepayment of $500.0 million of our senior secured credit facilities made in connection with the February 2011 Offering and the paydown of our receivables-based credit facility made prior to, and in connection with, the June 2011 Offering.  Also contributing to the decline in interest expense was the timing of repurchases and repayments at maturity of certain of our senior notes. Our weighted average cost of debt during 2011 and 2010 was 6.2% and 6.1%, respectively.

Loss on Marketable Securities

The loss on marketable securities of $4.8 million and $6.5 million during 2011 and 2010, respectively, primarily related to the impairment of our investment in INM.  The fair value of INM was below cost for an extended period of time. As a result, we considered the guidance in ASC 320-10-S99 and reviewed the length of the time and the extent to which the market value was less than cost, the financial condition and the near-term prospects of the issuer. After this assessment, we concluded that the impairment at each date was other than temporary and recorded non-cash impairment charges to our investment in INM, as noted above.

Equity in Earnings of Nonconsolidated Affiliates

Equity in earnings of nonconsolidated affiliates of $27.0 million for 2011 related to an equity investment in our International

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outdoor segment.

Equity in earnings of nonconsolidated affiliates of $5.7 million for 2010 included an $8.3 million impairment related to an equity investment in our International outdoor segment.

Gain (Loss) on Extinguishment of Debt

Loss on extinguishment of debt of $1.4 million for 2011 primarily related to the accelerated expensing of $5.7 million of loan fees upon the prepayment of $500.0 million of our senior secured credit facilities in connection with the February 2011 Offering described elsewhere in this MD&A, partially offset by an aggregate gain of $4.3 million on the repurchase of our 5.5% senior notes due 2014.

Gain on extinguishment of debt of $60.3 million in 2010 primarily related to an aggregate gain on the repurchase of our senior toggle notes.

Other Expense - Net

Other expense of $3.2 million for 2011 primarily related to miscellaneous bank fees and foreign exchange losses on short-term intercompany accounts.

Other expense of $13.8 million in 2010 primarily related to $12.8 million in foreign exchange transaction losses on short-term intercompany accounts.

Income Tax Benefit

The effective tax rate for the year ended December 31, 2011 was 32.0% as compared to 25.7% for the year ended December 31, 2010.  The effective tax rate for 2011 was favorably impacted by our settlement of U.S. Federal and state tax examinations during the year.  Pursuant to the settlements, we recorded a reduction to income tax expense of approximately $16.3 million to reflect the net tax benefits of the settlements.  This benefit was partially offset by additional tax recorded during 2011 related to the write-off of deferred tax assets associated with the vesting of certain equity awards and our inability to benefit from certain tax loss carryforwards in foreign jurisdictions.

The effective tax rate for the year ended December 31, 2010 was 25.7% as compared to 10.9% for the year ended December 31, 2009.  The effective tax rate for 2010 was impacted by our inability to benefit from tax losses in certain foreign jurisdictions due to the uncertainty of the ability to utilize those losses in future years.  In addition, we recorded a valuation allowance of $13.6 million in 2010 against deferred tax assets related to capital allowances in foreign jurisdictions due to the uncertainty of the ability to realize those assets in future periods.

CCME Results of Operations

Our CCME operating results were as follows:

(In thousands)		Years Ended December 31,			%
		2011		2010	Change
Revenue	$	2,986,828	$	2,869,499	4%
Direct operating expenses		849,265		808,867	5%
SG&A expenses		980,960		963,853	2%
Depreciation and amortization		268,245		256,673	5%
Operating income	$	888,358	$	840,106	6%

CCME revenue increased $117.3 million during 2011 compared to 2010, primarily driven by a $107.1 million increase due to our traffic acquisition.  We experienced increases in our digital services revenue as a result of improved rates, increased listening hours through our iHeartRadio platform and revenues related to our iHeartRadio Music Festival.  Offsetting the increases were slight declines in local and national advertising across various markets and advertising categories including telecommunication, travel and tourism and, most notably, political.

Direct operating expenses increased $40.4 million during 2011 compared to 2010, primarily due to an increase of

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$56.6 million from our traffic acquisition and an increase in expenses related to our digital initiatives, including our iHeartRadio platform and iHeartRadio Music Festival.   These increases were partially offset by a $19.0 million decline in music license fees related to a settlement of 2011 and 2010 license fees.  In addition, included in our 2011 results are restructuring expenses of $8.9 million, which represents a decline of $4.8 million compared to 2010.  SG&A expenses increased $17.1 million, primarily due to an increase of $41.0 million related to our traffic acquisition, which was partially offset by a decline of $21.9 million in compensation expense primarily related to reduced salaries and commission.

Depreciation and amortization increased $11.6 million, primarily due to our traffic acquisition.

Americas Outdoor Advertising Results of Operations

Our Americas outdoor operating results were as follows:

(In thousands)		Years Ended December 31,			%
		2011		2010	Change
Revenue	$	1,252,725	$	1,216,930	3%
Direct operating expenses		571,779		560,378	2%
SG&A expenses		201,124		199,990	1%
Depreciation and amortization		211,056		198,896	6%
Operating income	$	268,766	$	257,666	4%

Americas outdoor revenue increased $35.8 million during 2011 compared to 2010, driven primarily by revenue increases from bulletin, airport and shelter displays, and particularly digital displays.  Bulletin revenues increased primarily due to digital growth driven by the increased number of digital displays, in addition to increased rates.  Airport and shelter revenues increased primarily on higher average rates.

Direct operating expenses increased $11.4 million, primarily due to increased site lease expense associated with higher airport and bulletin revenue, particularly digital displays, and the increased deployment of digital displays.  SG&A expenses increased $1.1 million, primarily as a result of increased commission expense associated with the increase in revenue.

Depreciation and amortization increased $12.2 million, primarily due to increases in accelerated depreciation and amortization related to the removal of various structures, including the removal of traditional billboards in connection with the continued deployment of digital billboards.

International Outdoor Advertising Results of Operations

Our International outdoor operating results were as follows:

(In thousands)		Years Ended December 31,			%
		2011		2010	Change
Revenue	$	1,751,149	$	1,581,064	11%
Direct operating expenses		1,067,022		999,594	7%
SG&A expenses		339,748		294,666	15%
Depreciation and amortization		219,908		214,692	2%
Operating income	$	124,471	$	72,112	73%

International outdoor revenue increased $170.1 million during 2011 including the impact of positive foreign exchange movements of $84.5 million compared to 2010.  Excluding the impact of movements in foreign exchange, revenues increased primarily as a result of higher street furniture revenue across most of our markets.  Improved yields and additional displays contributed to the revenue increase in China, and improved yields in combination with a new contract drove the revenue increase in Sweden.  The increases from street furniture were partially offset by declines in billboard revenue across several of our markets, primarily Italy and the United Kingdom.

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Direct operating expenses increased $67.4 million, attributable to a $52.9 million increase from the impact of movements in foreign exchange.  In addition, increased site lease expense of $15.7 million associated with the increase in revenue was partially offset by an $8.8 million decline in restructuring expenses.  SG&A expenses increased $45.1 million primarily due to a $16.6 million increase from movements in foreign exchange, a $6.5 million increase related to the unfavorable impact of litigation and higher selling expenses associated with the increase in revenue.

Reconciliation of Segment Operating Income (Loss) to Consolidated Operating Income

(In thousands)		Years Ended December 31,
		2012		2011		2010
CCME	$	942,705	$	888,358	$	840,106
Americas outdoor advertising		287,774		268,766		257,666
International outdoor advertising		73,331		124,471		72,112
Other		58,829		9,427		20,716
Impairment charges		(37,651)		(7,614)		(15,364)
Other operating income (expense) - net		48,127		12,682		(16,710)
Corporate expense (1)		(303,065)		(241,366)		(293,685)
Consolidated operating income	$	1,070,050	$	1,054,724	$	864,841

¹ Corporate expenses include expenses related to CCME, Americas outdoor, International outdoor and our Other segment, as well as overall executive, administrative and support functions.

Share-Based Compensation Expense

We do not have any compensation plans under which we grant stock awards to employees. Our employees receive equity awards from the equity incentive plans of our indirect parent, CC Media Holdings, Inc. (“CCMH”), and our subsidiary, CCOH. Prior to the merger, we granted options to purchase our common stock to our employees and directors and our affiliates under our various equity incentive plans typically at no less than the fair value of the underlying stock on the date of the grant.

As of December 31, 2012, there was $30.3 million of unrecognized compensation cost, net of estimated forfeitures, related to unvested share-based compensation arrangements that will vest based on service conditions.  This cost is expected to be recognized over a weighted average period of approximately two years.  In addition, as of December 31, 2012, there was $15.7 million of unrecognized compensation cost, net of estimated forfeitures, related to unvested share-based compensation arrangements that will vest based on market, performance and service conditions.  This cost will be recognized when it becomes probable that the performance condition will be satisfied.

The following table presents amounts related to share-based compensation expense for the years ended December 31, 2012, 2011 and 2010, respectively:

(In thousands)		Years Ended December 31,
		2012		2011		2010
CCME	$	6,985	$	4,606	$	7,152
Americas outdoor advertising		5,875		7,601		9,207
International outdoor advertising		4,529		3,165		2,746
Corporate (1)		11,151		5,295		15,141
Total share-based compensation expense	$	28,540	$	20,667	$	34,246

¹ Included in corporate share-based compensation for year ended December 31, 2011 is a $6.6 million reversal of expense related to the cancellation of a portion of an executive’s stock options.

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On October 22, 2012, CCMH granted 1.8 million restricted shares of its Class A common stock (the “Replacement Shares”) in exchange for 2.0 million stock options granted under the Clear Channel 2008 Executive Incentive Plan pursuant to an option exchange program (the “Program”) that expired on November 19, 2012.  In addition, on October 22, 2012, CCMH granted 1.5 million fully-vested shares of its Class A common stock (the “Additional Shares”) pursuant to a tax assistance program offered in connection with the Program.  Upon the expiration of the Program on November 19, 2012, CCMH repurchased 0.9 million of the Additional Shares from the employees who elected to participate in the Program and timely delivered to us a properly completed election form under Internal Revenue Code Section 83(b) to fund tax withholdings in connection with the Program.  Employees who ceased to be eligible, declined to participate in the Program or, in the case of the Additional Shares, declined to participate in the tax assistance program, forfeited their Replacement Shares and Additional Shares on November 19, 2012 and retained their stock options with no changes to the terms. We accounted for the exchange program as a modification of the existing awards under ASC 718 and will recognize incremental compensation expense of approximately $1.7 million over the service period of the new awards.  We recognized $2.6 million of expense related to the Additional Shares granted in connection with the tax assistance program.

CCMH also completed a stock option exchange program on March 21, 2011 and exchanged 2.5 million stock options granted under the Clear Channel 2008 Executive Incentive Plan for 1.3 million replacement stock options with a lower exercise price and different service and performance conditions. We accounted for the exchange program as a modification of the existing awards under ASC 718 and will recognize incremental compensation expense of approximately $1.0 million over the service period of the new awards.

Additionally, we recorded compensation expense of $6.0 million in Corporate related to shares tendered by Mark P. Mays to CCMH on August 23, 2010 for purchase at $36.00 per share pursuant to a put option included in his amended employment agreement.

Liquidity and Capital Resources

Cash Flows

The following discussion highlights cash flow activities during the years ended December 31, 2012, 2011 and 2010.

(In thousands)			Years Ended December 31,
			2012		2011		2010
Cash provided by (used for):
	Operating activities	$	488,698	$	373,958	$	582,373
	Investing activities	$	(397,021)	$	(368,086)	$	(240,197)
	Financing activities	$	(95,349)	$	(698,116)	$	(305,244)

Operating Activities

2012

The $114.7 million increase in cash flows from operations to $488.7 million in 2012 compared to $374.0 million in 2011 was primarily driven by changes in working capital. Our consolidated net loss, adjusted for $877.1 million of non-cash items, provided positive cash flows of $465.9 million in 2012.  Cash paid for interest was $120.6 million higher during 2012 compared to the prior year. Cash provided by operations in 2012 compared to 2011 also reflected lower variable compensation payments in 2012 associated with our employee incentive programs based on 2011 operating performance compared to such payments made in 2011 based on 2010 performance.

Non-cash items affecting our net loss include impairment charges, depreciation and amortization, deferred taxes, provision for doubtful accounts, gain on disposal of operating and fixed assets, loss on extinguishment of debt, loss on marketable securities, share-based compensation, equity in earnings of nonconsolidated affiliates, amortization of deferred financing charges and note discounts – net and other reconciling items – net as presented on the face of the statement of cash flows.

2011

The decrease in cash flows from operations in 2011 compared to 2010 was primarily driven by changes in working capital partially offset by improved profitability, including a 5% increase in revenue.  Our consolidated net loss of $268.0 million, adjusted for $832.2 million of non-cash items, provided positive cash flows of $564.1 million in 2011.  Cash generated by higher operating income in 2011 compared to 2010 was offset by the decrease in accrued expenses in 2011 as a result of higher variable compensation payments in 2011 associated with our employee incentive programs based on 2010 operating performance.  In addition, in 2010 we received $132.3 million in U.S. Federal income tax refunds that increased cash flow from operations in 2010.

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Non-cash items affecting our net loss include impairment charges, depreciation and amortization, deferred taxes, provision for doubtful accounts, gain on disposal of operating and fixed assets, loss on extinguishment of debt, loss on marketable securities, share-based compensation, equity in earnings of nonconsolidated affiliates, amortization of deferred financing charges and note discounts – net and other reconciling items – net as presented on the face of the statement of cash flows.

2010

The increase in cash flows from operations in 2010 compared to 2009 was primarily driven by improved profitability, including a 6% increase in revenue and a 2% decrease in direct operating and SG&A expenses.  Our net loss, adjusted for $792.7 million of non-cash items, provided positive cash flows of $329.8 million in 2010.  We received $132.3 million in Federal income tax refunds during the third quarter of 2010.  Working capital, excluding taxes, provided $120.3 million to cash flows from operations in the current year.

Non-cash items affecting our net loss include impairment charges, depreciation and amortization, deferred taxes, provision for doubtful accounts, gain on disposal of operating and fixed assets, loss on extinguishment of debt, loss on marketable securities, share-based compensation, equity in earnings of nonconsolidated affiliates, amortization of deferred financing charges and note discounts – net and other reconciling items – net as presented on the face of the statement of cash flows.

Investing Activities

2012

Cash used for investing activities of $397.0 million during 2012 reflected capital expenditures of $390.3 million. We spent $65.8 million for capital expenditures in our CCME segment, $117.6 million in our Americas outdoor segment primarily related to the installation of new digital displays, $150.1 million in our International outdoor segment primarily related to new billboard, street furniture and mall contracts and renewals of existing contracts, $17.4 million in our Other segment related to our national representation business, and $39.2 million by Corporate. Partially offsetting cash used for investing activities were $59.7 million of proceeds from the divestiture of our international neon business and the sales of other operating assets.

2011

Cash used for investing activities during 2011 primarily reflected capital expenditures of $362.3 million. We spent $50.2 million for capital expenditures in our CCME segment, $120.8 million in our Americas outdoor segment primarily related to the construction of new digital displays, $166.0 million in our International outdoor segment primarily related to new billboard and street furniture contracts and renewals of existing contracts, and $19.5 million by Corporate. Cash paid for purchases of businesses primarily related to our traffic acquisition and the cloud-based music technology business we purchased during 2011. In addition, we received proceeds of $54.3 million primarily related to the sale of radio stations, a tower and other assets in our CCME, Americas outdoor, and International outdoor segments.

2010

Cash used for investing activities during 2010 primarily reflected capital expenditures of $241.5 million.  We spent $27.8 million for capital expenditures in our CCME segment, $92.2 million in our Americas outdoor segment primarily related to the construction of new digital displays, $103.0 million in our International outdoor segment primarily related to new billboard and street furniture contracts and renewals of existing contracts, and $10.7 million by Corporate.  In addition, we acquired representation contracts for $14.1 million and received proceeds of $28.6 million primarily related to the sale of radio stations, assets in our Americas outdoor and International outdoor segments and representation contracts.

Financing Activities

2012

Cash used for financing activities of $95.3 million during 2012 primarily reflected (i) the issuance of $2.2 billion of the CCWH Subordinated Notes by CCWH and the use of proceeds distributed to us in connection with the CCOH Dividend, in addition to cash on hand, to repay $2.1 billion of indebtedness under our senior secured credit facilities, (ii) the issuance by CCWH of $2.7 billion aggregate principal amount of the CCWH Senior Notes due 2022 and the use of the proceeds to fund the tender offer for and redemption of the Existing CCWH Senior Notes due 2017, (iii) the repayment of our 5.0% senior notes at maturity for $249.9 million (net of $50.1 million principal amount held by and repaid to one of our subsidiaries with respect to notes repurchased and held by such entity), using a portion of the proceeds from the June 2011 issuance of $750.0 million aggregate principal amount of 9.0% priority guarantee notes due 2021 (the “Additional Priority Guarantee Notes due 2021”), by us along with available cash on hand and (iv) the

exchange of $2.0 billion aggregate principal amount of term loans under our senior secured credit facilities for $2.0 billion aggregate principal amount of newly issued 9.0% priority guarantee notes due 2019. Our financing activities also reflect a $244.7 million reduction in noncontrolling interest as a result of the CCOH Dividend paid in connection with the CCWH Subordinated Notes issuance, which represents the portion paid to parties other than our subsidiaries that own CCOH common stock.

2011

Cash used for financing activities during 2011 primarily reflected the issuance in February 2011 of $1.0 billion aggregate principal amount of 9.0% priority guarantee notes due 2021 (the “Initial Priority Guarantee Notes due 2021”) and the June 2011 issuance of Additional Priority Guarantee Notes due 2021, and the use of proceeds from the Initial Priority Guarantee Notes due 2021 offering, as well as cash on hand, to prepay $500.0 million of our senior secured credit facilities and repay at maturity our 6.25% senior notes that matured in 2011 as discussed in the “Refinancing Transactions” section within this MD&A. We also repaid all outstanding amounts under our receivables based facility prior to, and in connection with, the Additional Priority Guarantee Notes due 2021 offering. Cash used for financing activities also included the $95.0 million of pre-existing, intercompany debt owed repaid immediately after the closing of the traffic acquisition. Additionally, we repaid our 4.4% notes at maturity in May 2011 for $140.2 million, plus accrued interest, with available cash on hand, and repaid $500.0 million of our revolving credit facility on June 27, 2011. Additionally, CC Finco repurchased $80.0 million aggregate principal amount of our 5.5% senior notes for $57.1 million, including accrued interest, as discussed in the “Debt Repurchases, Maturities and Other” section within this MD&A.

2010

During 2010, CC Investments, Inc. repurchased $185.2 million aggregate principal amount of our senior toggle notes for $125.0 million as discussed in the “Debt Repurchases, Maturities and Other” section within this MD&A.  We repaid our remaining 7.65% senior notes upon maturity for $138.8 million with proceeds from our delayed draw term loan facility that was specifically designated for this purpose.  In addition, we repaid our remaining 4.5% senior notes upon maturity for $240.0 million with available cash on hand.

Anticipated Cash Requirements

Our primary source of liquidity is cash on hand, cash flow from operations and borrowing capacity under our receivables based credit facility, subject to certain limitations contained in our material financing agreements. We have a large amount of indebtedness, and a substantial portion of our cash flows are used to service debt.  At December 31, 2012, we had $1.2 billion of cash on our balance sheet, with $562.0 million held by our subsidiary, CCOH, and its subsidiaries.  We have debt maturities totaling $381.7 million and $1.3 billion in 2013 and 2014, respectively.

Based on our current and anticipated levels of operations and conditions in our markets, we believe that cash on hand, cash flows from operations and borrowing capacity under our receivables based credit facility will enable us to meet our working capital, capital expenditure, debt service and other funding requirements for at least the next 12 months.  No assurance can be given, however, that this will be the case.

Our ability to fund our working capital needs, debt service and other obligations, and to comply with the financial covenant under our financing agreements depends on our future operating performance and cash flow, which are in turn subject to prevailing economic conditions and other factors, many of which are beyond our control. If our future operating performance does not meet our expectations or our plans materially change in an adverse manner or prove to be materially inaccurate, we may need additional financing. Consequently, there can be no assurance that such financing, if permitted under the terms of our financing agreements, will be available on terms acceptable to us or at all. The inability to obtain additional financing in such circumstances could have a material adverse effect on our financial condition and on our ability to meet our obligations.

We frequently evaluate strategic opportunities both within and outside our existing lines of business. We expect from time to time to pursue additional acquisitions and may decide to dispose of certain businesses. These acquisitions or dispositions could be material.

We expect to be in compliance with the covenants contained in our material financing agreements in 2013, including the maximum consolidated senior secured net debt to consolidated EBITDA limitation contained in our senior secured credit facilities. We believe our long-term plans, which include promoting spending in our industries and capitalizing on our diverse geographic and product opportunities, including the continued investment in our media and entertainment initiatives and continued deployment of digital displays, will enable us to continue generating cash flows from operations sufficient to meet our liquidity and funding requirements long term. However, our anticipated results are subject to significant uncertainty and there can be no assurance that we will be able to maintain compliance with these covenants. In addition, our ability to comply with these

covenants may be affected by events beyond our control, including prevailing economic, financial and industry conditions. The breach of any covenants set forth in our financing agreements would result in a default thereunder. An event of default would permit the lenders under a defaulted financing agreement to declare all indebtedness thereunder to be due and payable prior to maturity. Moreover, the lenders under the receivables based credit facility under our senior secured credit facilities would have the option to terminate their commitments to make further extensions of credit thereunder. If we are unable to repay our obligations under any secured credit facility, the lenders could proceed against any assets that were pledged to secure such facility. In addition, a default or acceleration under any of our material financing agreements could cause a default under other of our obligations that are subject to cross-default and cross-acceleration provisions. The threshold amount for a cross-default under the senior secured credit facilities is $100.0 million.

Sources of Capital

As of December 31, 2012 and 2011, we had the following debt outstanding, net of cash and cash equivalents:

			December 31,
(In millions)			2012		2011
Senior Secured Credit Facilities:
	Term Loan A Facility	$	846.9	$	1,087.1
	Term Loan B Facility		7,714.9		8,735.9
	Term Loan C - Asset Sale Facility		513.7		670.8
	Revolving Credit Facility (1)		-		1,325.6
	Delayed Draw Term Loan Facilities		-		976.8
Receivables Based Facility (2)			-		-
Priority Guarantee Notes due 2019			1,999.8		-
Priority Guarantee Notes due 2021			1,750.0		1,750.0
Other Secured Subsidiary Debt			25.5		30.9
Total Secured Debt			12,850.8		14,577.1
Senior Cash Pay Notes			796.3		796.3
Senior Toggle Notes			829.8		829.8
Clear Channel Senior Notes			1,748.6		1,998.4
Subsidiary Senior Notes due 2017			-		2,500.0
Subsidiary Senior Notes due 2022			2,725.0		-
Subsidiary Senior Subordinated Notes			2,200.0		-
Other Subsidiary Debt			5.6		19.9
Purchase accounting adjustments and
	original issue discount		(409.0)		(514.3)
Total Debt			20,747.1		20,207.2
Less:  Cash and cash equivalents			1,225.0		1,228.7
		$	19,522.1	$	18,978.5

(1)We had permanently paid down and terminated our revolving credit facility as of December 31, 2012.

(2)As of December 31, 2012, we had available under our receivables based facility an amount equal to the lesser of $535 million (the revolving credit commitment) or the borrowing base amount, as defined under the receivables based facility and subject to certain limitations contained in our material financing agreements.

We and our subsidiaries have from time to time repurchased certain of our debt obligations and equity securities of CCMH and CCOH, and we may in the future, as part of various financing and investment strategies, purchase additional outstanding

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indebtedness of ours or our subsidiaries or outstanding equity securities of CCMH or CCOH, 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. These purchases or sales, if any, could have a material positive or negative impact on our liquidity available to repay outstanding debt obligations or on our consolidated results of operations. These transactions could also require or result in amendments to the agreements governing outstanding debt obligations or changes in our leverage or other financial ratios, which could have a material positive or negative impact on our ability to comply with the covenants contained in our debt agreements. These transactions, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Senior Secured Credit Facilities

As of December 31, 2012, we had a total of $9,075.5 million outstanding under our senior secured credit facilities, consisting of:

•an $846.9 million term loan A facility which matures in July 2014;

•a $7,714.9 million term loan B facility which matures in January 2016; and

•a $513.7 million term loan C—asset sale facility, subject to reduction as described below, which matures in January 2016.

We may raise incremental term loans of up to (a) $1.5 billion, plus (b) the excess, if any, of (x) 0.65 times pro forma consolidated EBITDA (as calculated in the manner provided in the senior secured credit facilities documentation), over (y) $1.5 billion, plus (c) the aggregate amount of certain principal prepayments made in respect of the term loans under the senior secured credit facilities. Availability of such incremental term loans is subject, among other things, to the absence of any default, pro forma compliance with the financial covenant and the receipt of commitments by existing or additional financial institutions.

We are the primary borrower under the senior secured credit facilities, except that certain of our domestic restricted subsidiaries are co-borrowers under a portion of the term loan facilities.

Interest Rate and Fees

Borrowings under our senior secured credit facilities bear interest at a rate equal to an applicable margin plus, at our option, either (i) a base rate determined by reference to the higher of (A) the prime lending rate publicly announced by the administrative agent or (B) the Federal funds effective rate from time to time plus 0.50%, or (ii) a Eurocurrency rate determined by reference to the costs of funds for deposits for the interest period relevant to such borrowing adjusted for certain additional costs.

The margin percentages applicable to the term loan facilities are the following percentages per annum:

•with respect to loans under the term loan A facility, (i) 2.40% in the case of base rate loans and (ii) 3.40% in the case of Eurocurrency rate loans; and

•with respect to loans under the term loan B facility and term loan C - asset sale facility, (i) 2.65%, in the case of base rate loans and (ii) 3.65%, in the case of Eurocurrency rate loans.

The margin percentages are subject to adjustment based upon our leverage ratio.

Prepayments

The senior secured credit facilities require us to prepay outstanding term loans, subject to certain exceptions, with:

•50% (which percentage may be reduced to 25% and to 0% based upon our leverage ratio) of our annual excess cash flow (as calculated in accordance with our senior secured credit facilities), less any voluntary prepayments of term loans and subject to customary credits;

•100% of the net cash proceeds of sales or other dispositions of specified assets being marketed for sale (including casualty and condemnation events), subject to certain exceptions;

•100% (which percentage may be reduced to 75% and 50% based upon our leverage ratio) of the net cash proceeds of sales or other dispositions by us or our wholly owned restricted subsidiaries of assets other than specified assets being marketed for sale, subject to reinvestment rights and certain other exceptions;

•100% of the net cash proceeds of (i) any incurrence of certain debt, other than debt permitted under our senior secured credit facilities, (ii) certain securitization financing, (iii) certain issuances of Permitted Additional Notes (as defined in the senior secured credit facilities) and (iv) certain issuances of Permitted Unsecured Notes and Permitted Senior Secured Notes (as defined in the senior secured credit facilities); and

•Net Cash Proceeds received by us as dividends or distributions from indebtedness incurred at CCOH provided that the Consolidated Leverage Ratio of CCOH is no greater than 7.00 to 1.00.

The foregoing prepayments with the net cash proceeds of any incurrence of certain debt, other than debt permitted under our senior secured credit facilities, certain securitization financing, issuances of Permitted Additional Notes and annual excess cash flow will be applied, at our option, to the term loans (on a pro rata basis, other than that non-extended classes of term loans may be prepaid prior to any corresponding extended class), in each case (i) first to the term loans other than the term loan C—asset sale facility loans (on a pro rata basis) and (ii) second to the term loan C—asset sale facility loans, in each case to the remaining installments thereof in direct order of maturity. The foregoing prepayments with net cash proceeds of issuances of Permitted Unsecured Notes and Permitted Senior Secured Notes and Net Cash Proceeds received by us as a distribution from indebtedness incurred by CCOH will be applied (i) to the term loan A in a manner determined by us, and (ii) to the term loans (on a pro rata basis), in each case to the remaining installments thereof in direct order of maturity. The foregoing prepayments with the net cash proceeds of the sale of assets (including casualty and condemnation events) will be applied (i) first to the term loan C—asset sale facility loans and (ii) second to the other term loans (on a pro rata basis), in each case to the remaining installments thereof in direct order of maturity.

We may voluntarily repay outstanding loans under the senior secured credit facilities at any time without premium or penalty, other than customary “breakage” costs with respect to Eurocurrency rate loans.

On October 31, 2012, we repaid and permanently cancelled the commitments under our revolving credit facility, which was set to mature July 2014.

Amortization of Term Loans

We are required to repay the loans under the term loan facilities, after giving effect to (i) the December 2009 prepayment of $2.0 billion of term loans with proceeds from the issuance of CCWH’s Existing Senior Notes, (ii) the February 2011 prepayment of $500.0 million of revolving credit facility and term loans with the proceeds of the February 2011 Offering, (iii) the first quarter of 2012 $1.9 billion prepayment from CCOH dividend proceeds discussed elsewhere in this MD&A, (iv) the October 2012 refinancing transaction discussed elsewhere in this MD&A, and (v) the November 2012 $215.0 million prepayment of term loan A discussed elsewhere in this MD&A, as follows:

(In millions)		Tranche A Term		Tranche B Term		Tranche C Term
		Loan		Loan		Loan
Year		Amortization*		Amortization**		Amortization**
2013		-		-	$	2.8
2014	$	846.9		-	$	7.0
2015		-		-	$	3.4
2016		-	$	7,714.9	$	500.5
2017		-		-		-
Total	$	846.9	$	7,714.9	$	513.7

*Balance of Tranche A Term Loan is due July 30, 2014

**Balance of Tranche B Term Loan and Tranche C Term Loan are due January 29, 2016

Collateral and Guarantees

The senior secured credit facilities are guaranteed by us and each of our existing and future material wholly-owned domestic restricted subsidiaries, subject to certain exceptions.

All obligations under the senior secured credit facilities, and the guarantees of those obligations, are secured, subject to permitted liens, including prior liens permitted by the indenture governing our senior notes, and other exceptions, by:

• a lien on our capital stock;

• 100% of the capital stock of any future material wholly-owned domestic license subsidiary that is not a “Restricted Subsidiary” under the indenture governing our senior notes;

• certain assets that do not constitute “principal property” (as defined in the indenture governing our senior notes);

• certain specified assets of ours and the guarantors that constitute “principal property” (as defined in the indenture governing our senior notes) securing obligations under the senior secured credit facilities up to the maximum amount permitted to be

secured by such assets without requiring equal and ratable security under the indenture governing our senior notes; and

• a lien on the accounts receivable and related assets securing our receivables based credit facility that is junior to the lien securing our obligations under such credit facility.

Certain Covenants and Events of Default

The senior secured credit facilities require us to comply on a quarterly basis with a financial covenant limiting the ratio of consolidated secured debt, net of cash and cash equivalents, to consolidated EBITDA for the preceding four quarters.  Our secured debt consists of the senior secured credit facilities, the receivables-based credit facility, the priority guarantee notes and certain other secured subsidiary debt.  Our consolidated EBITDA for the preceding four quarters of $2.0 billion is calculated as operating income (loss) before depreciation, amortization, impairment charges and other operating income (expense) – net,  plus  non-cash compensation, and is further adjusted for the following items: (i) an increase of $80.2 million related to costs incurred in connection with the closure and/or consolidation of facilities, retention charges, consulting fees and other permitted activities; (ii) an increase of $51.0 million for non-recurring or unusual gains or losses; (iii) an increase of $45.5 million for non-cash items; (iv) an increase of $18.5 million for various other items; and (v) an increase of $20.1 million for cash received from nonconsolidated affiliates.  The maximum ratio under this financial covenant is currently set at 9.5:1 and reduces to 9.25:1, 9:1 and 8.75:1 for the quarters ended June 30, 2013, December 31, 2013 and December 31, 2014, respectively.  At December 31, 2012, our ratio was 5.9:1.

In addition, the senior secured credit facilities include negative covenants that, subject to significant exceptions, limit our ability and the ability of our restricted subsidiaries to, among other things:

•incur additional indebtedness;

•create liens on assets;

•engage in mergers, consolidations, liquidations and dissolutions;

•sell assets;

•pay dividends and distributions or repurchase our capital stock;

•make investments, loans, or advances;

•prepay certain junior indebtedness;

•engage in certain transactions with affiliates;

•amend material agreements governing certain junior indebtedness; and

•change our lines of business.

The senior secured credit facilities include certain customary representations and warranties, affirmative covenants and events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy, certain events under ERISA, material judgments, the invalidity of material provisions of the senior secured credit facilities documentation, the failure of collateral under the security documents for the senior secured credit facilities, the failure of the senior secured credit facilities to be senior debt under the subordination provisions of certain of our subordinated debt and a change of control. If an event of default occurs, the lenders under the senior secured credit facilities will be entitled to take various actions, including the acceleration of all amounts due under the senior secured credit facilities and all actions permitted to be taken by a secured creditor.

Amendments

On October 25, 2012, we amended the terms of our senior secured credit facilities (the “Amendments”).  The Amendments, among other things: (i) permit exchange offers of term loans for new debt securities in an aggregate principal amount of up to $5.0 billion (including the $2.0 billion exchanged in the October 2012 refinancing transaction described elsewhere in this MD&A); (ii) provide us with greater flexibility to prepay tranche A term loans; (iii) following the repayment or extension of all tranche A term loans, permit below par non-pro rata purchases of term loans pursuant to customary Dutch auction procedures whereby all lenders of the class of term loans offered to be purchased will be offered an opportunity to participate; (iv) following the repayment or extension of all tranche A term loans, permits the repurchase of junior debt maturing before January 2016 with cash on hand in an amount not to exceed $200 million; (v) combine the term loan B, the delayed draw term loan 1 and the delayed draw term loan 2 under the senior secured credit facilities; (vi) preserve revolving credit facility capacity in the event we repay all amounts outstanding under the revolving credit facility; and (vii) eliminate certain restrictions on the ability of CCOH and its subsidiaries to incur debt.  On October 31, 2012, we repaid and permanently cancelled the commitments under our revolving credit facility, which was set to mature July 2014.

Receivables Based Credit Facility

As of December 31, 2012, we had no borrowings outstanding under our receivables based credit facility. On June 8, 2011, we made a voluntary paydown of all amounts outstanding under this facility using cash on hand. Our voluntary paydown did not reduce our commitments under this facility and we may reborrow under this facility at any time.  The agreement was amended and restated on December 24, 2012.

The receivables based credit facility provides revolving credit commitments of $535.0 million, subject to a borrowing base. The borrowing base at any time equals 90% of our and certain of our subsidiaries’ eligible accounts receivable. The receivables based credit facility includes a letter of credit sub-facility and a swingline loan sub-facility.

We and certain subsidiary borrowers are the borrowers under the receivables based credit facility. We have the ability to designate one or more of our restricted subsidiaries as borrowers under the receivables based credit facility. The receivables based credit facility loans and letters of credit are available in U.S. dollars.

Interest Rate and Fees

Borrowings under the receivables based credit facility bear interest at a rate per annum equal to an applicable margin plus, at our option, either (1) a base rate determined by reference to the highest of (a) the prime rate of Citibank, N.A. and (b) the Federal Funds rate plus 0.50% or (2) a Eurocurrency rate determined by reference to the rate (adjusted for statutory reserve requirements for Eurocurrency liabilities) for Eurodollar deposits for the interest period relevant to such borrowing. The initial applicable margin for borrowings under the receivables based credit facility is 1.75% with respect to Eurocurrency borrowings and 0.75% with respect to base-rate borrowings. The applicable margin for borrowings under the receivables based credit facility ranges from 1.50% to 2.00% for Eurocurrency borrowings and from 0.50% to 1.00% for base-rate borrowings, depending on average excess availability under the receivables based credit facility during the prior fiscal quarter.

In addition to paying interest on outstanding principal under the receivables based credit facility, we are required to pay a commitment fee to the lenders under the receivables based credit facility in respect of the unutilized commitments thereunder. The initial commitment fee rate is 0.375% per annum. The commitment fee rate will be reduced to 0.25% per annum at any time when the average daily unused commitments for the prior quarter is less than 50% of total commitments. We must also pay customary letter of credit fees.

Maturity

Borrowings under the receivables based credit facility will mature, and lending commitments thereunder will terminate, on the fifth anniversary of the effectiveness of the receivables based credit facility (December 24, 2017), provided that, (a) the maturity date will be October 31, 2015 if on October 30, 2015, greater than $500.0 million in aggregate principal amount is owing under certain of our term loan credit facilities, (b) the maturity date will be May 3, 2016 if on May 2, 2016 greater than $500.0 million aggregate principal amount of our 10.75% senior cash pay notes due 2016 and 11.00%/11.75% senior toggle notes due 2016 are outstanding and (c) in the case of any debt under clauses (a) and (b) that is amended or refinanced in any manner that extends the maturity date of such debt to a date that is on or before the date that is five years after the effectiveness of the receivables based credit facility, the maturity date will be one day prior to the maturity date of such debt after giving effect to such amendment or refinancing if greater than $500,000,000 in aggregate principal amount of such debt is outstanding.

Prepayments

If at any time the sum of the outstanding amounts under the receivables based credit facility exceeds the lesser of (i) the borrowing base and (ii) the aggregate commitments under the facility, we will be required to repay outstanding loans and cash collateralize letters of credit in an aggregate amount equal to such 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. Any voluntary prepayments we make will not reduce our commitments under the receivables based credit facility.

Guarantees and Security

The facility is guaranteed by, subject to certain exceptions, the guarantors of our senior secured credit facilities. All obligations under the receivables based credit facility, and the guarantees of those obligations, are secured by a perfected security interest in all of our and all of the guarantors’ accounts receivable and related assets and proceeds thereof that is senior to the security interest of our senior secured credit facilities in such accounts receivable and related assets and proceeds thereof, subject to permitted liens, including prior liens permitted by the indenture governing certain of our senior notes (the “legacy notes”), and certain

exceptions.

Certain Covenants and Events of Default

If borrowing availability is less than the greater of (a) $50.0 million and (b) 10% of the aggregate commitments under the receivables based credit facility, in each case, for five consecutive business days (a “Liquidity Event”), we will be required to comply with a minimum fixed charge coverage ratio of at least 1.00 to 1.00 for fiscal quarters ending on or after the occurrence of the Liquidity Event, and will be continued to comply with this minimum fixed charge coverage ratio until borrowing availability exceeds the greater of (x) $50.0 million and (y) 10% of the aggregate commitments under the receivables based credit facility, in each case, for 30 consecutive calendar days, at which time the Liquidity Event shall no longer be deemed to be occurring. In addition, the receivables based credit facility includes negative covenants that, subject to significant exceptions, limit our ability and the ability of our restricted subsidiaries to, among other things:

•incur additional indebtedness;

•create liens on assets;

•engage in mergers, consolidations, liquidations and dissolutions;

•sell assets;

•pay dividends and distributions or repurchase capital stock;

•make investments, loans, or advances;

•prepay certain junior indebtedness;

•engage in certain transactions with affiliates;

•amend material agreements governing certain junior indebtedness; and

•change our lines of business.

The receivables based credit facility includes certain customary representations and warranties, affirmative covenants and events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy, certain events under ERISA, material judgments and a change of control. If an event of default occurs, the lenders under the receivables based credit facility will be entitled to take various actions, including the acceleration of all amounts due under the receivables based credit facility and all actions permitted to be taken by a secured creditor.

Priority Guarantee Notes due 2021

As of December 31, 2012, we had outstanding $1.75 billion aggregate principal amount of 9.0% priority guarantee notes due 2021 (the “Priority Guarantee Notes due 2021”).

The Priority Guarantee Notes due 2021 mature on March 1, 2021 and bear interest at a rate of 9.0% per annum, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2011. The Priority Guarantee Notes due 2021 are our senior obligations and are fully and unconditionally guaranteed, jointly and severally, on a senior basis by the guarantors named in the indenture. The Priority Guarantee Notes due 2021 and the guarantors’ obligations under the guarantees are secured by (i) a lien on (a) our capital stock and (b) certain property and related assets that do not constitute “principal property” (as defined in the indenture governing our senior notes), in each case equal in priority to the liens securing the obligations under our senior secured credit facilities and our 9.0% priority guarantee notes due 2019, subject to certain exceptions, and (ii) a lien on the accounts receivable and related assets securing our receivables based credit facility junior in priority to the lien securing our obligations thereunder, subject to certain exceptions.

We may redeem the Priority Guarantee Notes due 2021 at our option, in whole or part, at any time prior to March 1, 2016, at a price equal to 100% of the principal amount of the Priority Guarantee Notes due 2021 redeemed, plus accrued and unpaid interest to the redemption date and plus an applicable premium. We may redeem the Priority Guarantee Notes due 2021, in whole or in part, on or after March 1, 2016, at the redemption prices set forth in the indenture plus accrued and unpaid interest to the redemption date.  At any time on or before March 1, 2014, we may elect to redeem up to 40% of the aggregate principal amount of the Priority Guarantee Notes due 2021 at a redemption price equal to 109.0% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equity offerings.

The indenture governing the Priority Guarantee Notes due 2021 contains covenants that limit our ability and the ability of our restricted subsidiaries to, among other things: (i) pay dividends, redeem stock or make other distributions or investments; (ii) incur additional debt or issue certain preferred stock; (iii) modify any of our existing senior notes; (iv) transfer or sell assets; (v) engage in certain transactions with affiliates; (vi) create restrictions on dividends or other payments by the restricted subsidiaries; and (vii) merge, consolidate or sell substantially all of our assets. The indenture contains covenants that limit Clear Channel Capital I,

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LLC’s and our ability and the ability of our restricted subsidiaries to, among other things: (i) create liens on assets and (ii) materially impair the value of the security interests taken with respect to the collateral for the benefit of the notes collateral agent and the holders of the Priority Guarantee Notes due 2021. The indenture also provides for customary events of default.

Priority Guarantee Notes due 2019

As of December 31, 2012, we had outstanding $2.0 billion aggregate principal amount of 9.0% priority guarantee notes due 2019 (the “Priority Guarantee Notes due 2019”).

The Priority Guarantee Notes due 2019 mature on December 15, 2019 and bear interest at a rate of 9.0% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2013. The Priority Guarantee Notes due 2019 are our senior obligations and are fully and unconditionally guaranteed, jointly and severally, on a senior basis by the guarantors named in the indenture. The Priority Guarantee Notes due 2019 and the guarantors’ obligations under the guarantees are secured by (i) a lien on (a) our capital stock and (b) certain property and related assets that do not constitute “principal property” (as defined in the indenture governing our senior notes), in each case equal in priority to the liens securing the obligations under our senior secured credit facilities and the Priority Guarantee Notes due 2021, subject to certain exceptions, and (ii) a lien on the accounts receivable and related assets securing our receivables based credit facility junior in priority to the lien securing our obligations thereunder, subject to certain exceptions.  In addition to the collateral granted to secure the Priority Guarantee Notes due 2019, the collateral agent and the trustee for the Priority Guarantee Notes due 2019 entered into an agreement with the administrative agent for the lenders under the senior secured credit facilities to turn over to the trustee under the Priority Guarantee Notes due 2019, for the benefit of the holders of the Priority Guarantee Notes due 2019, a pro rata share of any recovery received on account of the principal properties, subject to certain terms and conditions.

We may redeem the Priority Guarantee Notes due 2019 at our option, in whole or part, at any time prior to July 15, 2015, at a price equal to 100% of the principal amount of the Priority Guarantee Notes due 2019 redeemed, plus accrued and unpaid interest to the redemption date and plus an applicable premium. We may redeem the Priority Guarantee Notes due 2019, in whole or in part, on or after July 15, 2015, at the redemption prices set forth in the indenture plus accrued and unpaid interest to the redemption date.  At any time on or before July 15, 2015, we may elect to redeem up to 40% of the aggregate principal amount of the Priority Guarantee Notes due 2019 at a redemption price equal to 109.0% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equity offerings.

The indenture governing the Priority Guarantee Notes due 2019 contains covenants that limit our ability and the ability of our restricted subsidiaries to, among other things: (i) pay dividends, redeem stock or make other distributions or investments; (ii) incur additional debt or issue certain preferred stock; (iii) modify any of our existing senior notes; (iv) transfer or sell assets; (v) engage in certain transactions with affiliates; (vi) create restrictions on dividends or other payments by the restricted subsidiaries; and (vii) merge, consolidate or sell substantially all of our assets. The indenture contains covenants that limit Clear Channel Capital I, LLC’s and our ability and the ability of our restricted subsidiaries to, among other things: (i) create liens on assets and (ii) materially impair the value of the security interests taken with respect to the collateral for the benefit of the notes collateral agent and the holders of the Priority Guarantee Notes due 2019. The indenture also provides for customary events of default.

Senior Cash Pay Notes and Senior Toggle Notes

As of December 31, 2012, we had outstanding $796.3 million aggregate principal amount of 10.75% senior cash pay notes due 2016 and $829.8 million aggregate principal amount of 11.00%/11.75% senior toggle notes due 2016.

The senior cash pay notes and senior toggle notes are unsecured and are guaranteed by Clear Channel Capital I, LLC and all of our existing and future material wholly-owned domestic restricted subsidiaries, subject to certain exceptions.  The senior toggle notes mature on August 1, 2016 and may require a special redemption of up to $30.0 million on August 1, 2015.  We may elect on each interest election date to pay all or 50% of such interest on the senior toggle notes in cash or by increasing the principal amount of the senior toggle notes or by issuing new senior toggle notes (such increase or issuance, “PIK Interest”).  Interest on the senior toggle notes payable in cash will accrue at a rate of 11.00% per annum and PIK Interest will accrue at a rate of 11.75% per annum.

Prior to August 1, 2012, we were able to redeem some or all of the senior cash pay notes and senior toggle notes at a price equal to 100% of the principal amount of such notes plus accrued and unpaid interest thereon to the redemption date and an applicable premium, as described in the indenture governing such notes.  Since August 1, 2012, we may redeem some or all of the senior cash pay notes and senior toggle notes at any time at the redemption prices set forth in the indenture governing such notes. If we undergo a change of control, sell certain of our assets, or issue certain debt, we may be required to offer to purchase the senior cash pay notes and senior toggle notes from holders.

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The senior cash pay notes and senior toggle notes are senior unsecured debt and rank equal in right of payment with all of our existing and future senior debt. Guarantors of obligations under the senior secured credit facilities, the receivables based credit facility, the Priority Guarantee Notes due 2021 and the Priority Guarantee Notes due 2019 guarantee the senior cash pay notes and senior toggle notes with unconditional guarantees that are unsecured and equal in right of payment to all existing and future senior debt of such guarantors, except that the guarantees are subordinated in right of payment only to the guarantees of obligations under the senior secured credit facilities, the receivables based credit facility, the Priority Guarantee Notes due 2021 and the Priority Guarantee Notes due 2019 to the extent of the value of the assets securing such indebtedness. In addition, the senior cash pay notes and senior toggle notes and the guarantees are structurally senior to our senior notes and existing and future debt to the extent that such debt is not guaranteed by the guarantors of the senior cash pay notes and senior toggle notes. The senior cash pay notes and senior toggle notes and the guarantees are effectively subordinated to our existing and future secured debt and that of the guarantors to the extent of the value of the assets securing such indebtedness and are structurally subordinated to all obligations of subsidiaries that do not guarantee the senior cash pay notes and senior toggle notes.

On July 16, 2010, we made the election to pay interest on the senior toggle notes entirely in cash, effective for the interest period commencing August 1, 2010.  Assuming the cash interest election remains in effect for the remaining term of the notes, we will be contractually obligated to make a payment to bondholders of $57.4 million on August 1, 2013.  This amount is included in “Interest payments on long-term debt” in the “Contractual Obligations” table of this MD&A.

Clear Channel Senior Notes

As of December 31, 2012, our senior notes represented approximately $1.7 billion of aggregate principal amount of indebtedness outstanding.

The senior notes were our obligations prior to the merger. The senior notes are senior, unsecured obligations that are effectively subordinated to our secured indebtedness to the extent of the value of our assets securing such indebtedness and are not guaranteed by any of our subsidiaries and, as a result, are structurally subordinated to all indebtedness and other liabilities of our subsidiaries.  The senior notes rank equally in right of payment with all of our existing and future senior indebtedness and senior in right of payment to all existing and future subordinated indebtedness. The senior notes are not guaranteed by our subsidiaries.

CCWH Senior Notes

During the fourth quarter of 2012, CCWH issued the CCWH Senior Notes, which consisted of $735.8 million aggregate principal amount of Series A CCWH Senior Notes and $1,989.25 million aggregate principal amount of Series B CCWH Senior Notes.  The CCWH Senior Notes are guaranteed by CCOH, Clear Channel Outdoor, Inc. (“CCOI”) and certain of CCOH’s direct and indirect subsidiaries. The proceeds from the issuance of the CCWH Senior Notes were used to fund the repurchase of the Existing CCWH Senior Notes.

We capitalized $30.0 million in fees and expenses associated with the CCWH Senior Notes offering and an original issue discount of $7.4 million.  We are amortizing the capitalized fees and discount through interest expense over the life of the CCWH Senior Notes.

The CCWH Senior Notes are senior obligations that rank pari passu in right of payment to all unsubordinated indebtedness of CCWH and the guarantees of the CCWH Senior Notes rank pari passu in right of payment to all unsubordinated indebtedness of the guarantors.  Interest on the CCWH Senior Notes is payable to the trustee weekly in arrears and to the noteholders on May 15 and November 15 of each year, beginning on May 15, 2013.

At any time prior to November 15, 2017, CCWH may redeem the CCWH Senior Notes, in whole or in part, at a price equal to 100% of the principal amount of the CCWH Senior Notes plus a “make-whole” premium, together with accrued and unpaid interest, if any, to the redemption date. CCWH may redeem the CCWH Senior Notes, in whole or in part, on or after November 15, 2017, at the redemption prices set forth in the applicable indenture governing the CCWH Senior Notes plus accrued and unpaid interest to the redemption date. At any time on or before November 15, 2015, CCWH may elect to redeem up to 40% of the then outstanding aggregate principal amount of the CCWH Senior Notes at a redemption price equal to 106.500% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equity offerings, subject to certain restrictions. Notwithstanding the foregoing, neither CCOH nor any of its subsidiaries is permitted to make any purchase of, or otherwise effectively cancel or retire any Series A CCWH Senior Notes or Series B CCWH Senior Notes if, after giving effect thereto and, if applicable, any concurrent purchase of or other addition with respect to any Series B CCWH Senior Notes or Series A CCWH Senior Notes, as applicable, the ratio of (a) the outstanding aggregate principal amount of the Series A CCWH Senior Notes to (b) the outstanding aggregate principal amount of the Series B CCWH Senior Notes shall be greater than 0.25, subject to certain exceptions.

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The indenture governing the Series A CCWH Senior Notes contains covenants that limit CCOH and its restricted subsidiaries ability to, among other things:

·incur or guarantee additional debt to persons other than us and our subsidiaries (other than CCOH) or issue certain preferred stock;

·create liens on its restricted subsidiaries assets to secure such debt;

·create restrictions on the payment of dividends or other amounts to CCOH from its restricted subsidiaries that are not guarantors of the CCWH Senior Notes;

·enter into certain transactions with affiliates;

·merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of its assets; and

·sell certain assets, including capital stock of its subsidiaries, to persons other than us and our subsidiaries (other than CCOH).

In addition, the indenture governing the Series A CCWH Senior Notes provides that if CCWH (i) makes an optional redemption of the Series B CCWH Senior Notes or purchases or makes an offer to purchase the Series B CCWH Senior Notes at or above 100% of the principal amount thereof, then CCWH shall apply a pro rata amount to make an optional redemption or purchase a pro rata amount of the Series A CCWH Senior Notes or (ii) makes an asset sale offer under the indenture governing the Series B CCWH Senior Notes, then CCWH shall apply a pro rata amount to make an offer to purchase a pro rata amount of Series A CCWH Senior Notes.

The indenture governing the Series A CCWH Senior Notes does not include limitations on dividends, distributions, investments or asset sales.

The indenture governing the Series B CCWH Senior Notes contains covenants that limit CCOH and its restricted subsidiaries ability to, among other things:

·incur or guarantee additional debt or issue certain preferred stock;

·redeem, repurchase or retire CCOH’s subordinated debt;

·make certain investments;

·create liens on its or its restricted subsidiaries’ assets to secure debt;

·create restrictions on the payment of dividends or other amounts to it from its restricted subsidiaries that are not guarantors of the CCWH Senior Notes;

·enter into certain transactions with affiliates;

·merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of its assets;

·sell certain assets, including capital stock of its subsidiaries;

·designate its subsidiaries as unrestricted subsidiaries; and

·pay dividends, redeem or repurchase capital stock or make other restricted payments.

The Series A CCWH Senior Notes indenture and Series B CCWH Senior Notes indenture restrict CCOH’s ability to incur additional indebtedness but permit CCOH to incur additional indebtedness based on an incurrence test.  In order to incur (i) additional indebtedness under this test, CCOH’s debt to adjusted EBITDA ratios (as defined by the indentures) must be lower than 7.0:1 and 5.0:1 for total debt and senior debt, respectively, and (ii) additional indebtedness that is subordinated to the CCWH Senior Notes under this test, CCOH’s debt to adjusted EBITDA ratios (as defined by the indentures) must be lower than 7.0:1 for total debt.  The indentures contain certain other exceptions that allow CCOH to incur additional indebtedness. The Series B CCWH Senior Notes indenture also permits CCOH to pay dividends from the proceeds of indebtedness or the proceeds from asset sales if its debt to adjusted EBITDA ratios (as defined by the indentures) are lower than 7.0:1 and 5.0:1 for total debt and senior debt, respectively.  The Series A CCWH Senior Notes indenture does not limit CCOH’s ability to pay dividends.  The Series B CCWH Senior Notes indenture contains certain exceptions that allow CCOH to pay dividends, including (i) $525.0 million of dividends made pursuant to general restricted payment baskets and (ii) dividends made using proceeds received upon a demand by CCOH of amounts outstanding under the revolving promissory note issued by us to CCOH.

CCWH Senior Subordinated Notes

During the first quarter of 2012, CCWH issued the CCWH Subordinated Notes, which consisted of $275.0 million aggregate principal amount of Series A CCWH Subordinated Notes and $1,925.0 million aggregate principal amount of Series B CCWH Subordinated Notes.  Interest on the CCWH Subordinated Notes is payable to the trustee weekly in arrears and to the noteholders on March 15 and September 15 of each year, beginning on September 15, 2012.

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The CCWH Subordinated Notes are CCWH’s senior subordinated obligations and are fully and unconditionally guaranteed, jointly and severally, on a senior subordinated basis by CCOH, CCOI and certain of CCOH’s other domestic subsidiaries.  The CCWH Subordinated Notes are unsecured senior subordinated obligations that rank junior to all of CCWH’s existing and future senior debt, including the CCWH Senior Notes, equally with any of CCWH’s existing and future senior subordinated debt and ahead of all of CCWH’s existing and future debt that expressly provides that it is subordinated to the CCWH Subordinated Notes. The guarantees of the CCWH Subordinated Notes rank junior to each guarantor’s existing and future senior debt, including the CCWH Senior Notes, equally with each guarantor’s existing and future senior subordinated debt and ahead of each guarantor’s existing and future debt that expressly provides that it is subordinated to the guarantees of the CCWH Subordinated Notes.

At any time prior to March 15, 2015, CCWH may redeem the CCWH Subordinated Notes, in whole or in part, at a price equal to 100% of the principal amount of the CCWH Subordinated Notes plus a “make-whole” premium, together with accrued and unpaid interest, if any, to the redemption date. CCWH may redeem the CCWH Subordinated Notes, in whole or in part, on or after March 15, 2015, at the redemption prices set forth in the applicable indenture governing the CCWH Subordinated Notes plus accrued and unpaid interest to the redemption date. At any time on or before March 15, 2015, CCWH may elect to redeem up to 40% of the then outstanding aggregate principal amount of the CCWH Subordinated Notes at a redemption price equal to 107.625% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equity offerings, subject to certain restrictions. Notwithstanding the foregoing, neither CCOH nor any of its subsidiaries is permitted to make any purchase of, or otherwise effectively cancel or retire any Series A CCWH Subordinated Notes or Series B CCWH Subordinated Notes if, after giving effect thereto and, if applicable, any concurrent purchase of or other addition with respect to any Series B CCWH Subordinated Notes or Series A CCWH Subordinated Notes, as applicable, the ratio of (a) the outstanding aggregate principal amount of the Series A CCWH Subordinated  Notes to (b) the outstanding aggregate principal amount of the Series B CCWH Subordinated Notes shall be greater than 0.25, subject to certain exceptions.

We capitalized $40.0 million in fees and expenses associated with the CCWH Subordinated Notes offering and are amortizing them through interest expense over the life of the CCWH Subordinated Notes.

The indenture governing the Series A CCWH Subordinated Notes contains covenants that limit CCOH and its restricted subsidiaries ability to, among other things:

·incur or guarantee additional debt to persons other than us and our subsidiaries (other than CCOH) or issue certain preferred stock;

·create restrictions on the payment of dividends or other amounts to CCOH from its restricted subsidiaries that are not guarantors of the notes;

·enter into certain transactions with affiliates;

·merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of CCOH’s assets; and

·sell certain assets, including capital stock of CCOH’s subsidiaries, to persons other than us and our subsidiaries (other than CCOH).

In addition, the indenture governing the Series A CCWH Subordinated Notes provides that if CCWH (i) makes an optional redemption of the Series B CCWH Subordinated Notes or purchases or makes an offer to purchase the Series B CCWH Subordinated Notes at or above 100% of the principal amount thereof, then CCWH shall apply a pro rata amount to make an optional redemption or purchase a pro rata amount of the Series A CCWH Subordinated Notes or (ii) makes an asset sale offer under the indenture governing the Series B CCWH Subordinated Notes, then CCWH shall apply a pro rata amount to make an offer to purchase a pro rata amount of Series A CCWH Subordinated Notes.

The indenture governing the Series A CCWH Subordinated Notes does not include limitations on dividends, distributions, investments or asset sales.

The indenture governing the Series B CCWH Subordinated Notes contains covenants that limit CCOH and its restricted subsidiaries ability to, among other things:

·incur or guarantee additional debt or issue certain preferred stock;

·make certain investments;

·create restrictions on the payment of dividends or other amounts to CCOH from its restricted subsidiaries that are not guarantors of the notes;

·enter into certain transactions with affiliates;

·merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of CCOH’s assets;

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·sell certain assets, including capital stock of CCOH’s subsidiaries;

·designate CCOH’s subsidiaries as unrestricted subsidiaries; and

·pay dividends, redeem or repurchase capital stock or make other restricted payments.

The Series A CCWH Subordinated Notes indenture and Series B CCWH Subordinated Notes indenture restrict CCOH’s ability to incur additional indebtedness but permit CCOH to incur additional indebtedness based on an incurrence test.  In order to incur additional indebtedness under this test, CCOH’s debt to adjusted EBITDA ratios (as defined by the indentures) must be lower than 7.0:1.  The indentures contain certain other exceptions that allow CCOH to incur additional indebtedness. The Series B CCWH Subordinated Notes indenture also permits CCOH to pay dividends from the proceeds of indebtedness or the proceeds from asset sales if its debt to adjusted EBITDA ratios (as defined by the indentures) is lower than 7.0:1.  The Series A CCWH Senior Subordinated Notes indenture does not limit CCOH’s ability to pay dividends.  The Series B CCWH Subordinated Notes indenture contains certain exceptions that allow CCOH to pay dividends, including (i) $525.0 million of dividends made pursuant to general restricted payment baskets and (ii) dividends made using proceeds received upon a demand by CCOH of amounts outstanding under the revolving promissory note issued by us to CCOH.

With the proceeds of the CCWH Subordinated Notes (net of the initial purchasers’ discount of $33.0 million), CCWH loaned an aggregate amount equal to $2,167.0 million to CCOI. CCOI paid all other fees and expenses of the offering using cash on hand and, with the proceeds of the loans, distributed a special cash dividend to CCOH, which in turn distributed the CCOH Dividend on March 15, 2012 in an amount equal to $6.0832 per share to its Class A and Class B stockholders of record at the close of business on March 12, 2012, including Clear Channel Holdings, Inc. (“CC Holdings”) and CC Finco, our wholly-owned subsidiaries.  Of the $2,170.4 million CCOH Dividend, an aggregate of $1,925.7 million was distributed to CC Holdings and CC Finco, with the remaining $244.7 million distributed to other stockholders.  As a result, we recorded a reduction of $244.7 million in “Noncontrolling interest” on the consolidated balance sheet.

Refinancing Transactions

February 2011 Refinancing Transaction

In February 2011, we amended our senior secured credit facilities and our receivables based facility and issued the Initial Priority Guarantee Notes due 2021.  In June 2011, we issued the Additional Priority Guarantee Notes due 2021 at an issue price of 93.845% of the principal amount.  The Initial Priority Guarantee Notes due 2021 and the Additional Priority Guarantee Notes due 2021 have identical terms and are treated as a single class.

We capitalized $39.5 million in fees and expenses associated with the Initial Priority Guarantee Notes due 2021 offering and are amortizing them through interest expense over the life of the Initial Priority Guarantee Notes due 2021.  We capitalized an additional $7.1 million in fees and expenses associated with the offering of the Additional Priority Guarantee Notes due 2021 and are amortizing them through interest expense over the life of the Additional Priority Guarantee Notes due 2021.

We used the proceeds of the Initial Priority Guarantee Notes due 2021 offering to prepay $500.0 million of the indebtedness outstanding under our senior secured credit facilities.  The $500.0 million prepayment was allocated on a ratable basis between outstanding term loans and revolving credit commitments under our revolving credit facility.

We obtained, concurrent with the offering of the Initial Priority Guarantee Notes due 2021, amendments to our credit agreements with respect to our senior secured credit facilities and our receivables based facility (revolving credit commitments under the receivables based facility were reduced from $783.5 million to $625.0 million), which were required as a condition to complete the offering.  The amendments, among other things, permit us to request future extensions of the maturities of our senior secured credit facilities, provide us with greater flexibility in the use of our accordion capacity, provide us with greater flexibility to incur new debt, provided that the proceeds from such new debt are used to pay down senior secured credit facility indebtedness, and provide greater flexibility for CCOH and its subsidiaries to incur new debt, provided that the net proceeds distributed to us from the issuance of such new debt are used to pay down senior secured credit facility indebtedness.

Of the $703.8 million of proceeds from the issuance of the Additional Priority Guarantee Notes due 2021 ($750.0 million aggregate principal amount net of $46.2 million of discount), we used $500 million for general corporate purposes (to replenish cash on hand that we previously used to pay senior notes at maturity on March 15, 2011 and May 15, 2011) and used the remaining $203.8 million to repay at maturity a portion of our 5% senior notes that matured in March 2012.

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March 2012 Refinancing Transaction

In March 2012, CCWH issued $275.0 million aggregate principal amount of the Series A CCWH Subordinated Notes and $1,925.0 million aggregate principal amount of the Series B CCWH Subordinated Notes and in connection therewith, CCOH distributed the CCOH Dividend of $6.0832 per share to its stockholders of record. Using CCOH Dividend proceeds distributed to our wholly-owned subsidiaries, together with cash on hand, we repaid $2,096.2 million of indebtedness under our senior secured credit facilities.  For a description of the CCWH Subordinated Notes, please see the “CCWH Senior Subordinated Notes” section elsewhere within this MD&A.

October 2012 Refinancing Transaction

During the fourth quarter of 2012, we exchanged $2.0 billion aggregate principal amount of term loans under our senior secured credit facilities for a like principal amount of newly issued Priority Guarantee Notes due 2019.  For a description of the Priority Guarantee Notes due 2019, see the “Priority Guarantee Notes due 2019” section elsewhere within this MD&A.  The exchange offer, which was offered to eligible existing lenders under our senior secured credit facilities, was exempt from registration under the Securities Act of 1933, as amended.  We capitalized $11.9 million in fees and expenses associated with the offering and are amortizing them through interest expense over the life of the notes.

November 2012 Refinancing Transaction

In November 2012, CCWH issued $735.75 million aggregate principal amount of the Series A CCWH Senior Notes, which were issued at an issue price of 99.0% of par, and $1,989.25 million aggregate principal amount of the Series B CCWH Senior Notes, which were issued at par.  CCWH used the net proceeds from the offering of the CCWH Senior Notes, together with cash on hand, to fund the tender offer for and redemption of the Existing CCWH Senior Notes.  For a description of the CCWH Senior Notes, please see the “CCWH Senior Notes” section elsewhere within this MD&A.

Dispositions and Other

During 2012, our International outdoor segment sold its international neon business and its outdoor advertising business in Romania, resulting in an aggregate gain of $39.7 million included in “Other operating income (expense) – net.”

During 2011, we divested and exchanged 27 radio stations for approximately $22.7 million and recorded a loss of $0.5 million in “Other operating income (expense) – net.”

During 2010, CCOH transferred its interest in its Branded Cities operations to its joint venture partner, The Ellman Companies.  We recognized a loss of $25.3 million in “Other operating income (expense) – net” related to this transfer.  In addition, during 2010, our International outdoor segment sold its outdoor advertising business in India, resulting in a loss of $3.7 million included in “Other operating income (expense) – net.” In addition, we sold three radio stations, donated one station, and recorded a gain of $1.3 million in “Other operating income (expense) – net.” We also sold representation contracts and recorded a gain of $6.2 million in “Other operating income (expense) – net.”

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Uses of Capital

Debt Repurchases, Maturities and Other

During 2011 and 2010, our indirect wholly-owned subsidiaries, CC Investments and CC Finco, repurchased certain of our outstanding senior notes, senior cash pay and senior toggle notes through open market repurchases, privately negotiated transactions and tenders as shown in the table below.  These entities did not repurchase any debt during 2012.  Notes repurchased and held by CC Investments and CC Finco are eliminated in consolidation.

(In thousands)		Years Ended December 31
		2012		2011		2010
CC Investments
Principal amount of debt repurchased	$	-	$	-	$	185,185
Deferred loan costs and other		-		-		104
Gain recorded in "Other income (expense) - net"(2)		-		-		(60,289)
Cash paid for repurchases of long-term debt	$	-	$	-	$	125,000
CC Finco, LLC
Principal amount of debt repurchased	$	-	$	80,000	$	-
Purchase accounting adjustments(1)		-		(20,476)		-
Gain recorded in "Other income (expense) - net"(2)		-		(4,274)		-
Cash paid for repurchases of long-term debt	$	-	$	55,250	$	-

(1)Represents unamortized fair value purchase accounting discounts recorded as a result of the merger.

(2)CC Investments and CC Finco repurchased certain of our senior notes, senior cash pay notes and senior toggle notes at a discount, resulting in a gain on the extinguishment of debt.

During November 2012, CCWH repurchased $1,724.7 million aggregate principal amount of the Existing CCWH Senior Notes in a tender offer for the Existing CCWH Senior Notes.  Simultaneously with the early settlement of the tender offer, CCWH called for redemption all of the remaining $775.3 million aggregate principal amount of Existing CCWH Senior Notes that were not purchased on the early settlement date of the tender offer.  In connection with the redemption, CCWH satisfied and discharged its obligations under the Existing CCWH Senior Notes indentures by depositing with the trustee sufficient funds to pay the redemption price, plus accrued and unpaid interest on the remaining outstanding Existing CCWH Senior Notes to, but not including, the December 19, 2012 redemption date.

During October 2012, we consummated a private exchange offer of $2.0 billion aggregate principal amount of term loans under our senior secured credit facilities for a like principal amount of newly issued Priority Guarantee Notes due 2019.  The exchange offer was available only to eligible lenders under the senior secured credit facilities, and the Priority Guarantee Notes due 2019 were offered only in reliance on exemptions from registration under the Securities Act of 1933, as amended.

In connection with the issuance of the CCWH Subordinated Notes, CCOH paid the $2,170.4 million CCOH Dividend on March 15, 2012 to its Class A and Class B stockholders, consisting of $1,925.7 million distributed to CC Holdings and CC Finco and $244.7 million distributed to other stockholders. In connection with the Subordinated Notes issuance and CCOH Dividend, we repaid indebtedness under our senior secured credit facilities in an amount equal to the aggregate amount of dividend proceeds distributed to CC Holdings and CC Finco, or $1,925.7 million.  Of this amount, a prepayment of $1,918.1 million was applied to indebtedness outstanding under our revolving credit facility, thus permanently reducing the revolving credit commitments under our revolving credit facility to $10.0 million.  During the fourth quarter of 2012, the revolving credit facility was permanently paid off and terminated using available cash on hand.  The remaining $7.6 million prepayment was allocated on a pro rata basis to our term loan facilities.

In addition, on March 15, 2012, using cash on hand, we made voluntary prepayments under our senior secured credit facilities in an aggregate amount equal to $170.5 million, as follows: (i) $16.2 million under our term loan A due 2014, (ii) $129.8 million under our term loan B due 2016, (iii) $10.0 million under our term loan C due 2016 and (iv) $14.5 million under our delayed draw term loans due 2016. In connection with the prepayments on our senior secured credit facilities, we recorded a loss of $15.2 million in “Loss on extinguishment of debt” related to the accelerated expensing of loan fees.

During March 2012, we repaid our 5.0% senior notes at maturity for $249.9 million (net of $50.1 million principal amount repaid to one of our subsidiaries with respect to notes repurchased and held by such entity), plus accrued interest, using a portion of the proceeds from the June 2011 Offering of the Additional Notes, along with cash on hand.

During 2011, we repaid our 6.25% senior notes at maturity for $692.7 million (net of $57.3 million principal amount repaid to one of our subsidiaries with respect to notes repurchased and held by such entity), plus accrued interest, using a portion of the proceeds from the February 2011 Offering of the Initial Notes, along with available cash on hand. We also repaid our 4.4% senior notes at maturity for $140.2 million (net of $109.8 million principal amount repaid to one of our subsidiaries with respect to notes repurchased and held by such entity), plus accrued interest, with available cash on hand.  Prior to, and in connection with the June 2011 Offering, we repaid all amounts outstanding under our receivables based credit facility on June 8, 2011, using cash on hand. This voluntary repayment did not reduce the commitments under this facility and we may reborrow amounts under this facility at any time.  In addition, on June 27, 2011, we made a voluntary payment of $500.0 million on our revolving credit facility.  Furthermore, CC Finco repurchased $80.0 million aggregate principal amount of our outstanding 5.5% senior notes due 2014 for $57.1 million, including accrued interest, through an open market purchase.

During 2010, we repaid our remaining 7.65% senior notes upon maturity for $138.8 million, including $5.1 million of accrued interest, with proceeds from our delayed draw term loan facility that was specifically designated for this purpose.  Also during 2010, we repaid our remaining 4.5% senior notes upon maturity for $240.0 million with available cash on hand.

Capital Expenditures

Capital expenditures for the years ended December 31, 2012, 2011 and 2010 were as follows:

(In millions)		Years Ended December 31,
		2012		2011		2010
CCME	$	65.8	$	50.2	$	27.8
Americas outdoor advertising		117.7		120.8		92.2
International outdoor advertising		150.1		166.0		103.1
Corporate and Other		56.7		25.3		18.4
Total capital expenditures	$	390.3	$	362.3	$	241.5

Our capital expenditures are not of significant size individually and primarily relate to the ongoing deployment of digital displays and recurring maintenance in our Americas outdoor segment as well as new billboard and street furniture contracts and renewals of existing contracts in our International outdoor segment.

Dividends

We have not paid cash dividends on the shares of our common stock since the merger and our ability to pay dividends is subject to restrictions should we seek to do so in the future.  Our debt financing arrangements include restrictions on our ability to pay dividends.

Acquisitions

During 2012, we completed the acquisition of WOR-AM in New York City for $30.0 million and WFNX in Boston for $14.5 million.  These acquisitions resulted in an aggregate increase of $5.3 million to property plant and equipment, $15.2 million to intangible assets and $24.7 million to goodwill, in addition to $0.7 million of assumed liabilities.

During 2011, we completed our traffic acquisition for $24.3 million to add a complementary traffic operation to our existing traffic business. Immediately after closing, the acquired subsidiaries repaid pre-existing, intercompany debt owed in the amount of $95.0 million.  During 2011, we also acquired Brouwer & Partners, a street furniture business in Holland, for $12.5 million.

Stock Purchases

On August 9, 2010, we announced that our board of directors approved a stock purchase program under which we or our subsidiaries may purchase up to an aggregate of $100 million of the Class A common stock of CCMH and/or the Class A common stock of CCOH. The stock purchase program does not have a fixed expiration date and may be modified, suspended or terminated at any time at our discretion. During 2011, CC Finco purchased 1,553,971 shares of CCOH’s Class A common stock through open market purchases for approximately $16.4 million.  During 2012, CC Finco purchased 111,291 shares of CCMH’s Class A common

stock for $692,887.

Certain Relationships with the Sponsors

We are party to a management agreement with certain affiliates of Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. (together, the “Sponsors”) and certain other parties pursuant to which such affiliates of the Sponsors will provide management and financial advisory services until 2018.  These arrangements require management fees to be paid to such affiliates of the Sponsors for such services at a rate not greater than $15.0 million per year, plus reimbursable expenses.  During the years ended December 31, 2012, 2011 and 2010, we recognized management fees and reimbursable expenses of $15.9 million, $15.7 million and $17.1 million, respectively.

Commitments, Contingencies and Guarantees

We are currently involved in certain legal proceedings arising in the ordinary course of business and, as required, have accrued our estimate of the probable costs for resolution of those claims for which the occurrence of loss is probable and the amount can be reasonably estimated. These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. It is possible, however, that future results of operations for any particular period could be materially affected by changes in our assumptions or the effectiveness of our strategies related to these proceedings.  We are currently appealing a recent California court ruling relating to our digital display permits in the City of Los Angeles.  If we are unsuccessful in our appeal or are unable to otherwise successfully resolve our rights to these permits, we may be forced to remove some or all of our digital displays in this market, which could have a significant impact on our operations in this market. Please refer to Item 3. “Legal Proceedings” within Part I of this Annual Report on Form 10-K.

Certain agreements relating to acquisitions provide for purchase price adjustments and other future contingent payments based on the financial performance of the acquired companies generally over a one to five-year period.  The aggregate of these contingent payments, if performance targets are met, would not significantly impact our financial position or results of operations.

In addition to our scheduled maturities on our debt, we have future cash obligations under various types of contracts.  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 index), as well as provisions for our payment of utilities and maintenance.

We have minimum franchise payments associated with non-cancelable contracts that enable us to display advertising on such media as buses, trains, bus shelters and terminals.  The majority of these contracts contain rent provisions that are calculated as the greater of a percentage of the relevant advertising revenue or a specified guaranteed minimum annual payment.  Also, we have non-cancelable contracts in our radio broadcasting operations related to program rights and music license fees.

In the normal course of business, our broadcasting operations have minimum future payments associated with employee and talent contracts.  These contracts typically contain cancellation provisions that allow us to cancel the contract with good cause.

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The scheduled maturities of our senior secured credit facilities, receivables based facility, senior cash pay and senior toggle notes, other long-term debt outstanding, and our future minimum rental commitments under non-cancelable lease agreements, minimum payments under other non-cancelable contracts, payments under employment/talent contracts, capital expenditure commitments, priority guarantee notes and other long-term obligations as of December 31, 2012 are as follows:

(In thousands)			Payments due by Period
Contractual Obligations			Total		2013		2014-2015		2016-2017		Thereafter
Long-term Debt:
	Secured Debt	$	12,850,786	$	6,642	$	873,936	$	8,215,454	$	3,754,754
	Senior Cash Pay and Senior Toggle Notes (1)		1,626,081		57,391		17,424		1,551,266		-
	Clear Channel Senior Notes		1,748,564		312,109		711,455		250,000		475,000
	CCWH Senior Notes		2,200,000		-		-		-		2,200,000
	CCWH Senior Subordinated Notes		2,725,000		-		-		-		2,725,000
	Other Long-term Debt		5,587		5,587		-		-		-
Interest payments on long-term debt (2)			7,763,019		1,429,113		2,495,850		1,570,991		2,267,065
Non-cancelable operating leases			2,777,189		380,288		647,348		465,706		1,283,847
Non-cancelable contracts			2,370,923		561,837		891,993		466,567		450,526
Employment/talent contracts			288,305		85,762		126,687		75,856		-
Capital expenditures			146,574		80,143		46,699		18,800		932
Unrecognized tax benefits (3)			158,863		542		-		-		158,321
Other long-term obligations (4)			136,313		3,387		8,817		27,826		96,283
Total (5)		$	34,797,204	$	2,922,801	$	5,820,209	$	12,642,466	$	13,411,728

(1)   On July 16, 2010, we made the election to pay interest on the senior toggle notes entirely in cash, effective for the interest period commencing August 1, 2010.  We are deemed to have made the cash interest election for future interest periods unless and until we elect otherwise. Assuming the cash interest election remains in effect for the term of the notes, we are contractually obligated to make a payment of $57.4 million on August 1, 2013.

(2)   Interest payments on the senior secured credit facilities assume the obligations are repaid in accordance with the amortization schedule provided elsewhere in this MD&A and the interest rate is held constant over the remaining term.

Interest payments on $2.5 billion of the Term Loan B facility are effectively fixed at an interest rate of 4.4%, plus applicable margins, per annum, as a result of an aggregate $2.5 billion interest rate swap agreement maturing in September 2013.  Interest expense assumes the rate is fixed through maturity of the remaining swap, at which point the rate reverts back to the floating rate in effect at December 31, 2012.

(3)   The non-current portion of the unrecognized tax benefits is included in the “Thereafter” column as we cannot reasonably estimate the timing or amounts of additional cash payments, if any, at this time.  For additional information, see Note 9 included in Item 8 of Part II of this Annual Report on Form 10-K.

(4)   Other long-term obligations consist of $56.0 million related to asset retirement obligations recorded pursuant to ASC 410-20, which assumes the underlying assets will be removed at some period over the next 50 years.  Also included are $32.2 million of contract payments in our syndicated radio and media representation businesses and $48.1 million of various other long-term obligations.

(5)   Excluded from the table is $155.8 million related to various obligations with no specific contractual commitment or maturity.

Seasonality

Typically, our CCME, Americas outdoor and International outdoor segments experience their lowest financial performance in the first quarter of the calendar year, with International outdoor historically experiencing a loss from operations in that period. Our International outdoor segment typically experiences its strongest performance in the second and fourth quarters of the calendar year. We expect this trend to continue in the future.

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Market Risk

We are exposed to market risk arising from changes in market rates and prices, including movements in interest rates, equity security prices and foreign currency exchange rates.

Equity Price Risk

The carrying value of our available-for-sale equity securities is affected by changes in their quoted market prices.  It is estimated that a 20% change in the market prices of these securities would change their carrying value and our comprehensive loss at December 31, 2012 by approximately $22.3 million.

Interest Rate Risk

A significant amount of our long-term debt bears interest at variable rates.  Accordingly, our earnings will be affected by changes in interest rates.  At December 31, 2012 we had an interest rate swap agreement with a $2.5 billion notional amount that effectively fixes interest rates on a portion of our floating rate debt at a rate of 4.4%, plus applicable margins, per annum.  The interest rate swap matures on September 30, 2013. The fair value of this agreement at December 31, 2012 was a liability of $76.9 million.  At December 31, 2012, approximately 31% of our aggregate principal amount of long-term debt, taking into consideration debt on which we have entered into a pay-fixed-rate-receive-floating-rate swap agreement, 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, 2012 would have changed by approximately $4.2 million.

In the event of an adverse change in interest rates, management may take actions to further mitigate its exposure.  However, due to the uncertainty of the actions that would be taken and their possible effects, the preceding interest rate sensitivity analysis assumes no such actions.  Further, the analysis does not consider the effects of the change in the level of overall economic activity that could exist in such an environment.

Foreign Currency Exchange Rate Risk

We have operations in countries throughout the world.  Foreign operations are measured in their local currencies.  As a result, our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which we have operations.  We believe we mitigate a small portion of our exposure to foreign currency fluctuations with a natural hedge through borrowings in currencies other than the U.S. dollar.  Our foreign operations reported net income of approximately $72.4 million for the year ended December 31, 2012.  We estimate a 10% increase in the value of the U.S. dollar relative to foreign currencies would have increased our net loss for the year ended December 31, 2012 by approximately $7.2 million and that a 10% decrease in the value of the U.S. dollar relative to foreign currencies would have decreased our net loss by a corresponding amount.

This analysis does not consider the implications that such currency fluctuations could have on the overall economic activity that could exist in such an environment in the United States or the foreign countries or on the results of operations of these foreign entities.

Inflation

Inflation is a factor in the economies in which we do business and we continue to seek ways to mitigate its effect.  Inflation has affected our performance in terms of higher costs for wages, salaries and equipment.  Although the exact impact of inflation is indeterminable, we believe we have offset these higher costs by increasing the effective advertising rates of most of our broadcasting stations and outdoor display faces.

New Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-11, Disclosures about Offsetting Assets and Liabilities (ASC 210). Under the ASU, new disclosures will be required for recognized financial instruments and derivative instruments that are either offset on the balance sheet in accordance with the offsetting guidance in ASC 210-20-45 or ASC 815-10-45, or are subject to an enforceable master netting arrangement or similar agreement, regardless of whether they are offset in accordance with the offsetting guidance.  The disclosure requirements will be effective for periods beginning on or after January 1, 2013, and are to be applied retrospectively.  We do not expect the provisions of ASU 2011-11 to have a material effect on our financial position or results of operations.

In July 2012, the FASB issued ASU No. 2012-02, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment.  The ASU gives entities the option to first perform a qualitative assessment to determine whether the existence of events and circumstances indicate that it is more likely than not (a likelihood of more than 50%) that an indefinite-lived intangible asset is impaired. If an entity determines that it is more likely than not that the fair value of such an asset exceeds its carrying amount, it would not need to calculate the fair value of the asset in that year. However, if an entity concludes otherwise, it must calculate the fair value of the asset, compare that value with its carrying amount and record an impairment charge, if any.  The guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted.  We did not early adopt the provisions of this ASU during 2012 in connection with our annual impairment test for indefinite-lived intangibles.  We do not expect the provisions of ASU 2012-02 to have a material effect on our financial position or results of operations.

In September 2011, the FASB issued ASU No. 2011-08, Intangibles-Goodwill and Other (Topic 350): Testing Goodwill for Impairment. Under the revised guidance, entities testing goodwill for impairment have the option of performing a qualitative assessment before calculating the fair value of the reporting unit (i.e., step 1 of the goodwill impairment test). If entities determine, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, the two-step impairment test would be required. The ASU does not change how goodwill is calculated or assigned to reporting units, nor does it revise the requirement to test goodwill annually for impairment. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. We early adopted the provisions of this ASU as of October 1, 2011 with no material impact to our financial position or results of operations.  However, for our annual impairment test as of October 1, 2012, we elected to perform a quantitative assessment and applied the two-step impairment test.

Critical Accounting Estimates

The preparation of our financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. On an ongoing basis, we evaluate our estimates that are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of expenses that are not readily apparent from other sources. Because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such difference could be material.  Our significant accounting policies are discussed in the notes to our consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K.  Management believes that the following accounting estimates are the most critical to aid in fully understanding and evaluating our reported financial results, and they require management’s most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain.  The following narrative describes these critical accounting estimates, the judgments and assumptions and the effect if actual results differ from these assumptions.

Allowance for Doubtful Accounts

We evaluate the collectability of our accounts receivable based on a combination of factors.  In circumstances where we are aware of a specific customer’s inability to meet its financial obligations, we record a specific reserve to reduce the amounts recorded to what we believe will be collected.  For all other customers, we recognize reserves for bad debt based on historical experience for each business unit, adjusted for relative improvements or deteriorations in the agings and changes in current economic conditions.

If our agings were to improve or deteriorate resulting in a 10% change in our allowance, we estimated that our bad debt expense for the year ended December 31, 2012 would have changed by approximately $5.6 million and our net loss for the same period would have changed by approximately $3.5 million.

Long-lived Assets

Long-lived assets, including structures and other property, plant and equipment and definite-lived intangibles, are reported at historical cost less accumulated depreciation. We estimate the useful lives for various types of advertising structures and other long-lived assets based on our historical experience and our plans regarding how we intend to use those assets. Advertising structures have different lives depending on their nature, with large format bulletins generally having longer depreciable lives and posters and other displays having shorter depreciable lives. Street furniture and transit displays are depreciated over their estimated useful lives or appropriate contractual periods, whichever is shorter. Our experience indicates that the estimated useful lives applied to our portfolio of assets have been reasonable, and we do not expect significant changes to the estimated useful lives of our long-lived assets in the

future. When we determine that structures or other long-lived assets will be disposed of prior to the end of their useful lives, we estimate the revised useful lives and depreciate the assets over the revised period. We also review long-lived assets for impairment when events and circumstances indicate that depreciable and amortizable long-lived assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. When specific assets are determined to be unrecoverable, the cost basis of the asset is reduced to reflect the current fair market value.

We use various assumptions in determining the remaining useful lives of assets to be disposed of prior to the end of their useful lives and in determining the current fair market value of long-lived assets that are determined to be unrecoverable. Estimated useful lives and fair values are sensitive to factors including contractual commitments, regulatory requirements, future expected cash flows, industry growth rates and discount rates, as well as future salvage values. Our impairment loss calculations require management to apply judgment in estimating future cash flows, including forecasting useful lives of the assets and selecting the discount rate that reflects the risk inherent in future cash flows.

If actual results are not consistent with our assumptions and judgments used in estimating future cash flows and asset fair values, we may be exposed to future impairment losses that could be material to our results of operations

Indefinite-lived Intangible Assets

In connection with our Merger Agreement, we allocated the purchase price to all of our assets and liabilities at estimated fair values, including our FCC licenses and our billboard permits.  Indefinite-lived intangible assets, such as our FCC licenses and our billboard permits, are reviewed annually for possible impairment using the direct valuation method as prescribed in ASC 805-20-S99.  Under the direct valuation method, the estimated fair value of the indefinite-lived intangible assets was calculated at the market level as prescribed by ASC 350-30-35.Under the direct valuation method, it is assumed that rather than acquiring indefinite-lived intangible assets as a part of a going concern business, the buyer hypothetically obtains indefinite-lived intangible assets and builds a new operation with similar attributes from scratch.  Thus, the buyer incurs start-up costs during the build-up phase which are normally associated with going concern value.  Initial capital costs are deducted from the discounted cash flows model which results in value that is directly attributable to the indefinite-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 risk-adjusted discount rate and terminal values.  This data is populated using industry normalized information representing an average asset within a market.

On October 1, 2012, we performed our annual impairment test in accordance with ASC 350-30-35 and recognized aggregate impairment charges of $35.9 million related to permits in certain markets in our Americas outdoor business.

In determining the fair value of our FCC licenses, the following key assumptions were used:

§Market revenue growth, forecast and published by BIA Financial Network, Inc. (“BIA”), of 3.0% was used for the initial four-year period;

§2% revenue growth was assumed beyond the initial four-year period;

§Revenue was grown proportionally over a build-up period, reaching market revenue forecast by year 3;

§Operating margins of 12.5% in the first year gradually climb to the industry average margin in year 3 of up to 30%, depending on market size by year 3; and

§Assumed discount rates of 9% for the 13 largest markets and 9.5% for all other markets.

In determining the fair value of our billboard permits, the following key assumptions were used:

§Industry revenue growth forecast at 3.9% was used for the initial four-year period;

§3% revenue growth was assumed beyond the initial four-year period;

§Revenue was grown over a build-up period, reaching maturity by year 2;

§Operating margins gradually climb to the industry average margin of up to 51%, depending on market size, by year 3; and

§Assumed discount rate of 9.5%.

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While we believe we have made reasonable estimates and utilized appropriate assumptions to calculate the fair value of our indefinite-lived intangible assets, it is possible a material change could occur.  If future results are not consistent with our assumptions and estimates, we may be exposed to impairment charges in the future.  The following table shows the change in the fair value of our indefinite-lived intangible assets that would result from a 100 basis point decline in our discrete and terminal period revenue growth rate and profit margin assumptions and a 100 basis point increase in our discount rate assumption:

(In thousands)	Revenue	Profit	Discount
Description	Growth Rate	Margin	Rates
FCC license	$ (386,253)	$ (156,205)	$ (520,656)
Billboard permits	$ (556,800)	$ (109,500)	$ (559,600)

The estimated fair value of our FCC licenses and billboard permits at October 1, 2012 was $3.5 billion and $1.7 billion, respectively, while the carrying value was $2.4 billion and $1.1 billion, respectively.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations.  We test goodwill at interim dates if events or changes in circumstances indicate that goodwill might be impaired.  The fair value of our reporting units is used to apply value to the net assets of each reporting unit.  To the extent that the carrying amount of net assets would exceed the fair value, an impairment charge may be required to be recorded.

The discounted cash flow approach we use for valuing goodwill as part of the two-step impairment testing approach involves estimating future cash flows expected to be generated from 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.

On October 1, 2012, we performed our annual impairment test in accordance with ASC 350-30-35, resulting in no impairment charges. In determining the fair value of our reporting units, we used the following assumptions:

§Expected cash flows underlying our business plans for the periods 2013 through 2017. Our cash flow assumptions are based on detailed, multi-year forecasts performed by each of our operating segments, and reflect the advertising outlook across our businesses.

§Cash flows beyond 2017 are projected to grow at a perpetual growth rate, which we estimated at 2% for our CCME segment, 3% for our Americas outdoor and International outdoor segments, and approximately 4% for our Other segment.

§In order to risk adjust the cash flow projections in determining fair value, we utilized a discount rate of approximately 10.0% to 12.5% for each of our reporting units.

Based on our annual assessment using the assumptions described above, a hypothetical 25% reduction in the estimated fair value in each of our reporting units would not result in a material impairment condition.

While we believe we have made reasonable estimates and utilized appropriate assumptions to calculate the estimated fair value of our reporting units, it is possible a material change could occur. If future results are not consistent with our assumptions and estimates, we may be exposed to impairment charges in the future. The following table shows the decline in the fair value of each of our reportable segments that would result from a 100 basis point decline in our discrete and terminal period revenue growth rate and profit margin assumptions and a 100 basis point increase in our discount rate assumption:

(In millions)	Revenue		Profit		Discount
Description	Growth Rate		Margin		Rates
CCME	$	(1,200.0)	$	(290.0)	$	(1,140.0)
Americas Outdoor	$	(610.0)	$	(130.0)	$	(490.0)
International Outdoor	$	(340.0)	$	(170.0)	$	(260.0)

Tax Accruals

Our estimates of income taxes and the significant items giving rise to the deferred tax assets and liabilities are shown in the notes to our consolidated financial statements and reflect our assessment of actual future taxes to be paid on items reflected in the financial statements, giving consideration to both timing and probability of these estimates. Actual income taxes could vary from these

65

estimates due to future changes in income tax law or results from the final review of our tax returns by Federal, state or foreign tax authorities.

We use our judgment to determine whether it is more likely than not that we will sustain positions that we have taken on tax returns and, if so, the amount of benefit to initially recognize within our financial statements.  We regularly review our uncertain tax positions and adjust our unrecognized tax benefits (UTBs) in light of changes in facts and circumstances, such as changes in tax law, interactions with taxing authorities and developments in case law.  These adjustments to our UTBs may affect our income tax expense.  Settlement of uncertain tax positions may require use of our cash.

Litigation Accruals

We are currently involved in certain legal proceedings.  Based on current assumptions, we have accrued an estimate of the probable costs for the resolution of those claims for which the occurrence of loss is probable and the amount can be reasonably estimated.  Future results of operations could be materially affected by changes in these assumptions or the effectiveness of our strategies related to these proceedings.

Management’s estimates used have been developed in consultation with counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies.

Insurance Accruals

We are currently self-insured beyond certain retention amounts for various insurance coverages, including general liability and property and casualty.  Accruals are recorded based on estimates of actual claims filed, historical payouts, existing insurance coverage and projected future development of costs related to existing claims. Our self-insured liabilities contain uncertainties because management must make assumptions and apply judgment to estimate the ultimate cost to settle reported claims and claims incurred but not reported as of December 31, 2012.

If actual results are not consistent with our assumptions and judgments, we may be exposed to gains or losses that could be material.  A 10% change in our self-insurance liabilities at December 31, 2012 would have affected our net loss by approximately $2.4 million for the year ended December 31, 2012.

Asset Retirement Obligations

ASC 410-20 requires us to estimate our obligation upon the termination or nonrenewal of a lease, to dismantle and remove our billboard structures from the leased land and to reclaim the site to its original condition.

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 with respect to the dismantling of the structures and the reclamation of the site.  The interest rate used to calculate the present value of such costs over the retirement period is based on an estimated risk-adjusted credit rate for the same period.  If our assumption of the risk-adjusted credit rate used to discount current year additions to the asset retirement obligation decreased approximately 1%, our liability as of December 31, 2012 would not be materially impacted.  Similarly, if our assumption of the risk-adjusted credit rate increased approximately 1%, our liability would not be materially impacted.

Share-Based Compensation

Under the fair value recognition provisions of ASC 718-10, share-based compensation cost is measured at the grant date based on the fair value of the award.  Determining the fair value of share-based awards at the grant date requires assumptions and judgments about expected volatility and forfeiture rates, among other factors. If actual results differ significantly from these estimates, our results of operations could be materially impacted.

ITEM 7A.  Quantitative and Qualitative Disclosures about Market Risk

Required information is located within Item 7 of Part II of this Annual Report on Form 10-K.

ITEM 8.  Financial Statements and Supplementary Data

MANAGEMENT'S REPORT ON FINANCIAL STATEMENTS

The consolidated financial statements and notes related thereto were prepared by and are the responsibility of management.  The financial statements and related notes were prepared in conformity with U.S. generally accepted accounting principles and include amounts based upon management’s best estimates and judgments.

It is management’s objective to ensure the integrity and objectivity of its financial data through systems of internal controls designed to provide reasonable assurance that all transactions are properly recorded in our books and records, that assets are safeguarded from unauthorized use and that financial records are reliable to serve as a basis for preparation of financial statements.

The financial statements have been audited by our independent registered public accounting firm, Ernst & Young LLP, to the extent required by auditing standards of the Public Company Accounting Oversight Board (United States) and, accordingly, they have expressed their professional opinion on the financial statements in their report included herein.

The Board of Directors meets with the independent registered public accounting firm and management periodically to satisfy itself that they are properly discharging their responsibilities.  The independent registered 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/ Robert W. Pittman         

Chief Executive Officer

/s/Thomas W. Casey          

Executive Vice President and Chief Financial Officer

/s/Scott D. Hamilton           

Senior Vice President and Chief Accounting Officer

67

 Report of Independent Registered Public Accounting Firm 

The Member

Clear Channel Capital I, LLC

We have audited the accompanying consolidated balance sheets of Clear Channel Capital I, LLC and subsidiaries (the Company) as of December 31, 2012 and 2011, and the related consolidated statements of comprehensive loss, changes in member’s deficit and cash flows for each of the three years in the period ended December 31, 2012. Our audits also included the financial statement schedule listed in the index at Item 15(a)2. These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits 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 reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Clear Channel Capital I, LLC and subsidiaries at December 31, 2012 and 2011, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 19, 2013 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP
San Antonio, Texas
February 19, 2013

(In thousands)			December 31,		December 31,
			2012		2011
CURRENT ASSETS
Cash and cash equivalents		$	1,225,010	$	1,228,682
Accounts receivable, net of allowance of $55,917 in 2012 and $63,098 in 2011			1,423,999		1,399,135
Prepaid expenses			177,590		161,317
Other current assets			167,208		196,151
	Total Current Assets		2,993,807		2,985,285
PROPERTY, PLANT AND EQUIPMENT
Structures, net			1,890,693		1,950,437
Other property, plant and equipment, net			1,146,161		1,112,890
INTANGIBLE ASSETS AND GOODWILL
Indefinite-lived intangibles - licenses			2,423,979		2,411,367
Indefinite-lived intangibles - permits			1,070,720		1,105,704
Other intangibles, net			1,740,792		2,017,760
Goodwill			4,216,085		4,186,718
OTHER ASSETS
Other assets			810,476		771,878
Total Assets		$	16,292,713	$	16,542,039
CURRENT LIABILITIES
Accounts payable		$	136,318	$	121,575
Accrued expenses			772,963		735,152
Accrued interest			180,572		160,361
Current portion of long-term debt			381,728		268,638
Deferred income			172,672		143,236
Other current liabilities			137,889		-
	Total Current Liabilities		1,782,142		1,428,962
Long-term debt			20,365,369		19,938,531
Deferred income taxes			1,689,876		1,938,599
Other long-term liabilities			450,517		707,888
Commitments and contingent liabilities (Note 7)
MEMBER'S DEFICIT
Noncontrolling interest			303,997		521,794
Member's interest			2,135,842		2,129,575
Retained deficit			(10,281,746)		(9,857,267)
Accumulated other comprehensive loss			(153,284)		(266,043)
	Total Member's Deficit		(7,995,191)		(7,471,941)
Total Liabilities and Member's Deficit		$	16,292,713	$	16,542,039

69

(In thousands)				Years Ended December 31,
				2012		2011		2010
Revenue			$	6,246,884	$	6,161,352	$	5,865,685
Operating expenses:
		Direct operating expenses (excludes depreciation and amortization)		2,496,550		2,504,036		2,381,647
		Selling, general and administrative expenses (excludes depreciation
		and amortization)		1,673,447		1,617,258		1,570,212
		Corporate expenses (excludes depreciation and amortization)		288,028		227,096		284,042
		Depreciation and amortization		729,285		763,306		732,869
		Impairment charges		37,651		7,614		15,364
		Other operating income (expense) - net		48,127		12,682		(16,710)
Operating income				1,070,050		1,054,724		864,841
Interest expense				1,549,023		1,466,246		1,533,341
Loss on marketable securities				(4,580)		(4,827)		(6,490)
Equity in earnings of nonconsolidated affiliates				18,557		26,958		5,702
Gain (loss) on extinguishment of debt				(254,723)		(1,447)		60,289
Other income (expense) - net				250		(3,169)		(13,834)
Loss before income taxes				(719,469)		(394,007)		(622,833)
Income tax benefit				308,279		125,978		159,980
Consolidated net loss				(411,190)		(268,029)		(462,853)
	Less amount attributable to noncontrolling interest			13,289		34,065		16,236
Net loss attributable to the Company			$	(424,479)	$	(302,094)	$	(479,089)
Other comprehensive income, net of tax:
	Foreign currency translation adjustments			40,242		(29,647)		26,301
	Unrealized gain (loss) on securities and derivatives:
		Unrealized holding gain (loss) on marketable securities		23,103		(224)		17,187
		Unrealized holding gain on cash flow derivatives		52,112		33,775		15,112
	Reclassification adjustment for realized loss on securities included     in net loss and other			3,180		3,787		14,750
Other comprehensive income				118,637		7,691		73,350
Comprehensive loss				(305,842)		(294,403)		(405,739)
	Less amount attributable to noncontrolling interest			5,878		4,324		8,857
Comprehensive loss attributable to the Company			$	(311,720)	$	(298,727)	$	(414,596)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS OF
CLEARCHANNEL CAPITAL I, LLC AND SUBSIDIARIES

		Controlling Interest
(In thousands, except share data)					Accumulated
	Non-				Other
	controlling		Member's	Retained	Comprehensive
	Interest		Interest	Deficit	Income (Loss)	Total
Balances at December 31, 2009	$ 455,648		$ 2,109,007	$ (9,076,084)	$ (333,309)	$ (6,844,738)
Net income (loss)	16,236		-	(479,089)	-	(462,853)
Shares issued through stock purchase agreement	-		5,000	-	-	5,000
Issuance (forfeiture) of restricted stock	792		(1,908)	-	-	(1,116)
Amortization of share-based compensation	12,046		22,200	-	-	34,246
Other	(2,659)		(5,916)	-	-	(8,575)
Other comprehensive income	8,857		-	-	64,493	73,350
Balances at December 31, 2010	$ 490,920		$ 2,128,383	$ (9,555,173)	$ (268,816)	$ (7,204,686)
Net income (loss)	34,065		-	(302,094)	-	(268,029)
Issuance (forfeiture) of restricted stock	735		(305)	-	-	430
Amortization of share-based compensation	10,705		9,962	-	-	20,667
Purchases of additional noncontrolling interest	(14,428)		(5,492)	-	(594)	(20,514)
Other	(4,527)		(2,973)	-	-	(7,500)
Other comprehensive income	4,324		-	-	3,367	7,691
Balances at December 31, 2011	$ 521,794		$ 2,129,575	$ (9,857,267)	$ (266,043)	$ (7,471,941)
Net income (loss)	13,289		-	(424,479)	-	(411,190)
Issuance (forfeiture) of restricted stock	6381		(3,290)	-	-	3,091
Amortization of share-based compensation	10,589		17,951	-	-	28,540
Purchases of additional noncontrolling interest	28		-	-	-	28
Dividend declared and paid ($6.0832/share)	(244,734)		-	-	-	(244,734)
Other	(9,228)		(8,394)	-	-	(17,622)
Other comprehensive income	5,878		-	-	112,759	118,637
Balances at December 31, 2012	$ 303,997		$ 2,135,842	$ (10,281,746)	$ (153,284)	$ (7,995,191)

CONSOLIDATED STATEMENTS OF CHANGES IN MEMBER’S DEFICIT OF
CLEAR CHANNEL CAPITAL I, LLC

(In thousands)				Years Ended December 31,
				2012		2011		2010
Cash flows from operating activities:
	Consolidated net loss		$	(411,190)	$	(268,029)	$	(462,853)
Reconciling items:
	Impairment charges			37,651		7,614		15,364
	Depreciation and amortization			729,285		763,306		732,869
	Deferred taxes			(304,611)		(143,944)		(211,180)
	Provision for doubtful accounts			11,715		13,723		23,118
	Amortization of deferred financing charges and note discounts, net			164,097		188,034		214,950
	Share-based compensation			28,540		20,667		34,246
	(Gain) loss on disposal of operating and fixed assets			(48,127)		(12,682)		16,710
	Loss on marketable securities			4,580		4,827		6,490
	Equity in (earnings) of nonconsolidated affiliates			(18,557)		(26,958)		(5,702)
	Loss (gain) on extinguishment of debt			254,723		1,447		(60,289)
	Other reconciling items – net			17,800		16,120		26,090
	Changes in operating assets and liabilities, net of effects of       acquisitions and dispositions:
		(Increase) in accounts receivable		(34,238)		(7,835)		(119,860)
		Decrease in Federal income taxes receivable		-		-		132,309
		Increase (decrease) in accrued expenses		34,874		(127,242)		117,432
		(Decrease) in accounts payable and other liabilities		(19,048)		(15,131)		(6,924)
		Increase in accrued interest		20,223		39,170		87,053
		Increase (decrease) in deferred income		33,482		(10,776)		796
		Changes in other operating assets and liabilities		(12,501)		(68,353)		41,754
Net cash provided by operating activities				488,698		373,958		582,373
Cash flows from investing activities:
	Proceeds from sale of other investments			-		6,894		1,200
	Purchases of businesses			(50,116)		(46,356)		-
	Purchases of property, plant and equipment			(390,280)		(362,281)		(241,464)
	Proceeds from disposal of assets			59,665		54,270		28,637
	Purchases of other operating assets			(14,826)		(20,995)		(16,110)
	Change in other – net			(1,464)		382		(12,460)
Net cash used for investing activities				(397,021)		(368,086)		(240,197)
Cash flows from financing activities:
	Draws on credit facilities			604,563		55,000		198,670
	Payments on credit facilities			(1,931,419)		(960,332)		(152,595)
	Proceeds from long-term debt			4,917,643		1,731,266		145,639
	Payments on long-term debt			(3,346,906)		(1,398,299)		(369,372)
	Repurchases of long-term debt			-		(55,250)		(125,000)
	Dividends paid			(244,734)		-		-
	Deferred financing charges			(83,617)		(46,659)		-
	Change in other – net			(10,879)		(23,842)		(2,586)
Net cash used for financing activities				(95,349)		(698,116)		(305,244)
Net increase (decrease) in cash and cash equivalents				(3,672)		(692,244)		36,932
Cash and cash equivalents at beginning of period				1,228,682		1,920,926		1,883,994
Cash and cash equivalents at end of period			$	1,225,010	$	1,228,682	$	1,920,926
SUPPLEMENTAL DISCLOSURES:
Cash paid during the year for interest			$	1,381,396	$	1,260,767	$	1,235,755
Cash paid during the year for taxes				52,517		81,162		-

CONSOLIDATED STATEMENTS OF CASH FLOWS OF
CLEAR CHANNEL CAPITAL I, LLC AND SUBSIDIARIES

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

As permitted by the rules and regulations of the Securities and Exchange Commission (the “SEC”), the financial statements and related footnotes included in Item 8 of Part II of this Annual Report on Form 10-K are those of Clear Channel Capital I, LLC (the “Company” or the “Parent Company”), the direct parent of Clear Channel Communications, Inc., a Texas corporation (“Clear Channel” or “Subsidiary Issuer”), and contain certain footnote disclosures regarding the financial information of Clear Channel and Clear Channel’s domestic wholly-owned subsidiaries that guarantee certain of Clear Channel’s outstanding indebtedness.

Nature of Business

The Company is a limited liability company organized under Delaware law, with all of its interests being held by Clear Channel Capital II, LLC, a direct, wholly owned subsidiary of CC Media Holdings, Inc. (“CCMH”). CCMH was formed in May 2007 by private equity funds sponsored 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. The acquisition was completed on July 30, 2008 pursuant to the Agreement and Plan of Merger, dated November 16, 2006, as amended on April 18, 2007, May 17, 2007 and May 13, 2008 (the “Merger Agreement”).

Clear Channel is a wholly-owned subsidiary of the Company. Upon the consummation of the merger, CCMH became a public company and Clear Channel was no longer a public company. Prior to the acquisition, the Company had not conducted any activities, other than activities incident to its formation and in connection with the acquisition, and did not have any assets or liabilities, other than as related to the acquisition. Subsequent to the acquisition, Clear Channel became a direct, wholly-owned subsidiary of the Company and the business of the Company became that of Clear Channel and its subsidiaries. As a result, all of the operations of the Company are conducted by Clear Channel.

The Company’s reportable operating segments are Media and Entertainment (“CCME”), Americas outdoor advertising (“Americas outdoor”), and International outdoor advertising (“International outdoor”).  The CCME segment provides media and entertainment services via broadcast and digital delivery.  The Americas outdoor and International outdoor segments provide outdoor advertising services in their respective geographic regions using various digital and traditional display types. Included in the “Other” segment are the Company’s media representation business, Katz Media Group, as well as other general support services and initiatives, which are ancillary to its other businesses.

During the first quarter of 2012, and in connection with the appointment of the new chief executive officer of the Company’s indirect subsidiary, Clear Channel Outdoor Holdings, Inc. (“CCOH”), the Company reevaluated its segment reporting and determined that its Latin American operations were more appropriately aligned with the operations of its International outdoor advertising segment.  As a result, the operations of Latin America are no longer reflected within the Company’s Americas outdoor advertising segment and are currently included in the results of its International outdoor advertising segment.  Accordingly, the Company has recast the corresponding segment disclosures for prior periods.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates, judgments, and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes including, but not limited to, legal, tax and insurance accruals.  The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances.  Actual results could differ from those estimates.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries.  Also included in the consolidated financial statements are entities for which the Company has a controlling financial interest or is the primary beneficiary.  Investments in companies in which the Company owns 20 percent to 50 percent of the voting common stock or otherwise exercises significant influence over operating and financial policies of the Company are accounted for using the equity method of accounting. All significant intercompany accounts have been eliminated in consolidation.

Certain prior period amounts have been reclassified to conform to the 2012 presentation.

The Company owns certain radio stations which, under current Federal Communications Commission (“FCC”) rules, are not permitted or transferable. These radio stations were placed in a trust in order to comply with FCC rules at the time of the closing of the

See Notes to Consolidated Financial Statements

73

CLEAR CHANNEL CAPITAL I, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

merger that resulted in the Company’s acquisition of Clear Channel.  The Company is the beneficial owner of the trust, but the radio stations are managed by an independent trustee.  The Company will have to divest all of these radio stations unless any stations may be owned by the Company under then-current FCC rules, in which case the trust will be terminated with respect to such stations.  The trust agreement stipulates that the Company must fund any operating shortfalls of the trust activities, and any excess cash flow generated by the trust is distributed to the Company. The Company is also the beneficiary of proceeds from the sale of stations held in the trust.  The Company consolidates the trust in accordance with ASC 810-10, which requires an enterprise involved with variable interest entities to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in the variable interest entity, as the trust was determined to be a variable interest entity and the Company is its primary beneficiary.

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less.

Allowance for Doubtful Accounts

The Company evaluates the collectability of its accounts receivable based on a combination of factors.  In circumstances where it is aware of a specific customer’s inability to meet its financial obligations, it records a specific reserve to reduce the amounts recorded to what it believes will be collected.  For all other customers, it recognizes reserves for bad debt based on historical experience of bad debts as a percent of revenue for each business unit, adjusted for relative improvements or deteriorations in the agings and 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.

Purchase Accounting

The Company accounts for its business combinations under the acquisition method of accounting. The total cost of an acquisition is allocated to the underlying identifiable net assets, based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill.  Determining the fair value of assets acquired and liabilities assumed requires management's judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives and market multiples, among other items.  Various acquisition agreements may include contingent purchase consideration based on performance requirements of the investee.  The Company accounts for these payments in conformity with the provisions of ASC 805-20-30, which establish the requirements related to recognition of certain assets and liabilities arising from contingencies.

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation is computed using the straight-line method at rates that, in the opinion of management, are adequate to allocate the cost of such assets over their estimated useful lives, which are as follows:

Buildings and improvements – 10 to 39 years

              Structures – 5 to 15 years

              Towers, transmitters and studio equipment – 7 to 20 years

              Furniture and other equipment – 3 to 20 years

              Leasehold improvements – shorter of economic life or lease term assuming renewal periods, if appropriate

For assets associated with a lease or contract, the assets are depreciated at the shorter of the economic life or the lease or contract term, assuming renewal periods, if appropriate.  Expenditures for maintenance and repairs are charged to operations as incurred, whereas expenditures for renewal and betterments are capitalized.

The Company tests for possible impairment of property, plant, and equipment whenever events and circumstances indicate that depreciable assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets.  When specific assets are determined to be unrecoverable, the cost basis of the asset is reduced to reflect the current fair market value.

Land Leases and Other Structure Licenses

Most of the Company’s outdoor advertising structures are located on leased land.  Americas outdoor land leases are typically paid in advance for periods ranging from one to 12 months.  International outdoor land leases are paid both in advance and in arrears, for periods ranging from one to 12 months.  Most international street furniture display faces are operated through contracts with municipalities for up to 20 years.  The leased land and street furniture contracts often include a percent of revenue to be paid along

74

with a base rent payment.  Prepaid land leases are recorded as an asset and expensed ratably over the related rental term and license and rent payments in arrears are recorded as an accrued liability.

Intangible Assets

The Company’s indefinite-lived intangible assets include FCC broadcast licenses in its CCME segment and billboard permits in its Americas outdoor advertising segment.  The Company’s indefinite-lived intangible assets are not subject to amortization, but are tested for impairment at least annually. The Company tests for possible impairment of indefinite-lived intangible assets whenever events or changes in circumstances, such as a significant reduction in operating cash flow or a dramatic change in the manner for which the asset is intended to be used indicate that the carrying amount of the asset may not be recoverable.

The Company performs its annual impairment test for its FCC licenses and permits using a direct valuation technique as prescribed in ASC 805-20-S99.  The Company engages Mesirow Financial Consulting LLC (“Mesirow Financial”), a third party valuation firm, to assist the Company in the development of these assumptions and the Company’s determination of the fair value of its FCC licenses and permits.

Other intangible assets include definite-lived intangible assets and permanent easements.  The Company’s definite-lived intangible assets include primarily transit 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’s future cash flows.  The Company periodically reviews the appropriateness of the amortization periods related to its definite-lived intangible assets.  These assets are recorded at cost. Permanent easements are indefinite-lived intangible assets which include certain rights to use real property not owned by the Company.

The Company tests for possible impairment of other intangible assets whenever events and circumstances indicate that they might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets.  When specific assets are determined to be unrecoverable, the cost basis of the asset is reduced to reflect the current fair market value.

Goodwill

At least annually, the Company performs its impairment test for each reporting unit’s goodwill.  In 2012, the Company used a discounted cash flow model to determine if the carrying value of the reporting unit, including goodwill, is less than the fair value of the reporting unit. The Company identified its reporting units in accordance with ASC 350-20-55. The U.S. radio markets are aggregated into a single reporting unit and the Company’s U.S. outdoor advertising markets are aggregated into a single reporting unit for purposes of the goodwill impairment test.  The Company also determined that within its Americas outdoor segment, Canada constitutes a separate reporting unit and each country in its International outdoor segment constitutes a separate reporting unit.  The Company had no impairment of goodwill for 2012.

In 2011, the Company utilized the option to assess qualitative factors under ASC 350-20-35 to determine whether it was more likely than not that the fair value of its reporting units was less than their carrying amounts, including goodwill.  If, after the qualitative approach, further testing is required, the Company used a discounted cash flow model to determine if the carrying value of the reporting unit, including goodwill, was less than the fair value of the reporting unit.  The Company recognized a non-cash impairment charge of $1.1 million to reduce goodwill in one country within its International outdoor segment for 2011. The Company performed its annual goodwill impairment test during 2010, and recognized a non-cash impairment charge of $2.1 million related to a specific reporting unit in its International outdoor segment. See Note 2 for further discussion.

Nonconsolidated Affiliates

In general, investments in which the Company owns 20 percent to 50 percent of the common stock or otherwise exercises significant influence over the investee are accounted for under the equity method.  The Company does not recognize gains or losses upon the issuance of securities by any of its equity method investees.  The Company reviews the value of equity method investments and records impairment charges in the statement of operations as a component of “Equity in earnings (loss) of nonconsolidated affiliates” for any decline in value that is determined to be other-than-temporary.

For 2010, the Company recorded non-cash impairment charges of $8.3 million related to certain equity investments in its International outdoor segment.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Other Investments

Other investments are composed primarily of equity securities.  These securities are classified as available-for-sale or trading and are carried at fair value based on quoted market prices.  Securities are carried at historical value when quoted market prices are unavailable.  The net unrealized gains or losses on the available-for-sale securities, net of tax, are reported in accumulated other comprehensive loss as a component of member’s deficit.  In addition, the Company holds investments that do not have quoted market prices.  The Company periodically assesses the value of available-for-sale and non-marketable securities and records impairment charges in the statement of comprehensive loss for any decline in value that is determined to be other-than-temporary.  The average cost method is used to compute the realized gains and losses on sales of equity securities.

The Company periodically assesses the value of its available-for-sale securities.  Based on these assessments, the Company concluded that other-than-temporary impairments existed at December 31, 2012, 2011 and 2010 and recorded non-cash impairment charges of $4.6 million, $4.8 million and $6.5 million, respectively, during each of these years. Such charges are recorded on the statement of operations in “Loss on marketable securities”.

Derivative Instruments and Hedging Activities

The provisions of ASC 815-10 require the Company to recognize its interest rate swap agreement as either an asset or liability in the consolidated balance sheet at fair value.  The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship, and further, on the type of hedging relationship.  The interest rate swap is designated and qualifies as a hedging instrument, and is characterized as a cash flow hedge.  The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking various hedge transactions.  The Company formally assesses, both at inception and at least quarterly thereafter, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in either the fair value or cash flows of the hedged item.  If a derivative ceases to be a highly effective hedge, the Company discontinues hedge accounting.

Financial Instruments

Due to their short maturity, the carrying amounts of accounts and notes receivable, accounts payable, accrued liabilities, and short-term borrowings approximated their fair values at December 31, 2012 and 2011.

Income Taxes

The Company accounts for income taxes using the liability method.  Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting bases and tax bases of assets and liabilities and are measured using the enacted tax rates expected to apply to taxable income in the periods in which the deferred tax asset or liability is expected to be realized or settled.  Deferred tax assets are reduced by valuation allowances if the Company believes it is more likely than not that some portion or the entire asset will not be realized.  As all earnings from the Company’s foreign operations are permanently reinvested and not distributed, the Company’s income tax provision does not include additional U.S. taxes on foreign operations.  It is not practical to determine the amount of Federal income taxes, if any, that might become due in the event that the earnings were distributed.

Revenue Recognition

CCME revenue is recognized as advertisements or programs are broadcast and is generally billed monthly.  Outdoor advertising contracts typically cover periods of a few weeks up to one year 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 applied to gross billing revenue for the Company’s media and entertainment and outdoor operations.  Payments received in advance of being earned are recorded as deferred income.  Revenue arrangements typically contain multiple products and services and revenues are allocated based on the relative fair value of each delivered item and recognized in accordance with the applicable revenue recognition criteria for the specific unit of accounting.

Barter transactions represent the exchange of advertising spots or display space for merchandise or services.  These transactions are recorded at the estimated fair market value of the advertising spots or display space or the fair value of the merchandise or services received, whichever is most readily determinable.  Revenue is recognized on barter and trade transactions when the advertisements are broadcasted or displayed.  Expenses are recorded ratably over a period that estimates when the merchandise or service received is utilized, or when the event occurs.  Barter and trade revenues and expenses from continuing operations are included in consolidated revenue and selling, general and administrative expenses, respectively.  Barter and trade revenues and expenses from continuing operations were as follows:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions)		Years Ended December 31,
		2012		2011		2010
Barter and trade revenues	$	56.5	$	61.2	$	67.0
Barter and trade expenses		58.8		63.4		66.4

Advertising Expense

The Company records advertising expense as it is incurred.  Advertising expenses were $113.4 million, $92.2 million and $82.0 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Share-Based Compensation

Under the fair value recognition provisions of ASC 718-10, share-based compensation cost is measured at the grant date based on the fair value of the award.  For awards that vest based on service conditions, this cost is recognized as expense on a straight-line basis over the vesting period. For awards that will vest based on market or performance 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 assumptions and judgments about expected volatility and forfeiture rates, among other factors.

The Company does not have any equity incentive plans under which it grants stock awards to employees. Employees of subsidiaries of the Company receive equity awards from CCMH’s equity incentive plan or CCOH’s equity incentive plan. Prior to the merger, Clear Channel granted equity awards to its employees under its own equity incentive plans.

Foreign Currency

Results of operations for foreign subsidiaries and foreign equity investees are translated into U.S. dollars using the average exchange rates during the year.  The assets and liabilities of those subsidiaries and investees are translated into U.S. dollars using the exchange rates at the balance sheet date.  The related translation adjustments are recorded in a separate component of shareholders’ equity, “Accumulated other comprehensive income (loss)”.  Foreign currency transaction gains and losses are included in operations.

New Accounting Pronouncements

In September 2011, the FASB issued ASU No. 2011-08, Intangibles-Goodwill and Other (Topic 350): Testing Goodwill for Impairment. Under the revised guidance, entities testing goodwill for impairment have the option of performing a qualitative assessment before calculating the fair value of the reporting unit (i.e., step 1 of the goodwill impairment test). If entities determine, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, the two-step impairment test would be required. The ASU does not change how goodwill is calculated or assigned to reporting units, nor does it revise the requirement to test goodwill annually for impairment. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The Company early adopted the provisions of this ASU as of October 1, 2011 with no material impact to its financial position or results of operations.  However, for its annual impairment test as of October 1, 2012, the Company elected to perform a quantitative assessment and applied the two-step impairment test.

In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-11, Disclosures about Offsetting Assets and Liabilities (ASC 210). Under the ASU, new disclosures will be required for recognized financial instruments and derivative instruments that are either offset on the balance sheet in accordance with the offsetting guidance in ASC 210-20-45 or ASC 815-10-45, or are subject to an enforceable master netting arrangement or similar agreement, regardless of whether they are offset in accordance with the offsetting guidance. The disclosure requirements will be effective for periods beginning on or after January 1, 2013, and are to be applied retrospectively.  The Company does not expect the provisions of ASU 2011-11 to have a material effect on its financial position or results of operations.

In July 2012, the FASB issued ASU No. 2012-02, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment.  The ASU gives entities the option to first perform a qualitative assessment to determine whether the existence of events and circumstances indicate that it is more likely than not (a likelihood of more than 50%) that an indefinite-lived intangible asset is impaired. If an entity determines that it is more likely than not that the fair value of such an asset exceeds its carrying amount, it would not need to calculate the fair value of the asset in that year. However, if an entity concludes otherwise, it must calculate the fair value of the asset, compare that value with its carrying amount and record an impairment charge, if any.  The guidance is effective

for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted.  The Company did not early adopt the provisions of this ASU during 2012 in connection with its annual impairment test for indefinite-lived intangibles.  The Company does not expect the provisions of ASU 2012-02 to have a material effect on its financial position or results of operations.

NOTE 2 – Property, plant and equipment, INTANGIBLE ASSETS AND GOODWILL

Acquisitions

During 2012, a wholly owned subsidiary of the Company completed the acquisition of WOR-AM in New York City for $30.0 million and WFNX-FM in Boston for $14.5 million.  These acquisitions resulted in an aggregate increase of $5.3 million to property plant and equipment, $15.2 million to intangible assets and $24.7 million to goodwill, in addition to $0.7 million of assumed liabilities.

During 2011, a wholly owned subsidiary of the Company purchased a complementary traffic operation to its existing traffic business for $24.3 million. Immediately after closing, the acquired subsidiaries repaid pre-existing, intercompany debt owed in the amount of $95.0 million. The acquisition resulted in an increase of $17.2 million to property, plant and equipment, $35.0 million to intangible assets and $70.6 million to goodwill.  During 2011, a subsidiary of the Company also acquired Brouwer & Partners, a street furniture business in Holland, for $12.5 million.

Property, Plant and Equipment

The Company’s property, plant and equipment consisted of the following classes of assets at December 31, 2012 and 2011, respectively.

(In thousands)		December 31,		December 31,
		2012		2011
Land, buildings and improvements	$	685,431	$	657,346
Structures		2,949,458		2,783,434
Towers, transmitters and studio equipment		427,679		400,832
Furniture and other equipment		431,757		365,137
Construction in progress		105,394		68,658
		4,599,719		4,275,407
Less: accumulated depreciation		1,562,865		1,212,080
Property, plant and equipment, net	$	3,036,854	$	3,063,327

The Company impaired outdoor advertising structures in its Americas outdoor segment by $1.7 million and $4.0 million during 2012 and 2010, respectively.

Indefinite-lived Intangible Assets

The Company’s indefinite-lived intangible assets consist of FCC broadcast licenses and billboard permits.  FCC broadcast licenses are granted to radio stations for up to eight years under the Telecommunications Act of 1996 (the “Act”).  The Act requires the FCC to renew a broadcast license if the FCC finds that the station has served the public interest, convenience and necessity, there have been no serious violations of either the Communications Act of 1934 or the FCC’s rules and regulations by the licensee, and there have been no other serious violations which taken together constitute a pattern of abuse.  The licenses may be renewed indefinitely at little or no cost.  The Company does not believe that the technology of wireless broadcasting will be replaced in the foreseeable future.

The Company’s billboard permits are granted for the right to operate an advertising structure at the specified location as long as the structure is in compliance with the laws and regulations of each jurisdiction.  The Company’s permits are located on owned land, leased land or land for which we have acquired permanent easements.  In cases where the Company’s permits are located on leased land, the leases typically have initial terms of between 10 and 20 years and renew indefinitely, with rental payments generally escalating at an inflation-based index.  If the Company loses its lease, the Company will typically obtain permission to relocate the permit or bank it with the municipality for future use. Due to significant differences in both business practices and regulations, billboards in the International outdoor segment are subject to long-term, finite contracts unlike the Company’s permits in the United States and Canada.  Accordingly, there are no indefinite-lived intangible assets in the International outdoor segment.

CLEAR CHANNEL CAPITAL I, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The impairment tests for indefinite-lived intangible assets consist of a comparison between the fair value of the indefinite-lived intangible asset at the market level with its carrying amount.  If the carrying amount of the indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized equal to that excess.  After an impairment loss is recognized, the adjusted carrying amount of the indefinite-lived asset is its new accounting basis.  The fair value of the indefinite-lived asset is determined using the direct valuation method as prescribed in ASC 805-20-S99.  Under the direct valuation method, the fair value of the indefinite-lived assets is calculated at the market level as prescribed by ASC 350-30-35. The Company engaged Mesirow Financial, a third-party valuation firm, to assist it in the development of the assumptions and the Company’s determination of the fair value of its indefinite-lived intangible assets.

The application of the direct valuation method attempts to isolate the income that is properly attributable to the indefinite-lived intangible asset alone (that is, apart from tangible and identified intangible assets and goodwill).  It is based upon modeling a hypothetical “greenfield” build-up to a “normalized” enterprise that, by design, lacks inherent goodwill and whose only other assets have essentially been paid for (or added) as part of the build-up process.  The Company forecasts revenue, expenses, and cash flows over a ten-year period for each of its markets in its application of the direct valuation method.  The Company also calculates a “normalized” residual year which represents the perpetual cash flows of each market.  The residual year cash flow was capitalized to arrive at the terminal value of the licenses in each market.

Under the direct valuation method, it is assumed that rather than acquiring indefinite-lived intangible assets as part of a going concern business, the buyer hypothetically develops indefinite-lived intangible assets and builds a new operation with similar attributes from scratch.  Thus, the buyer incurs start-up costs during the build-up phase which are normally associated with going concern value.  Initial capital costs are deducted from the discounted cash flow model which results in value that is directly attributable to the indefinite-lived intangible assets.

The 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 risk-adjusted discount rate and terminal values.  This data is populated using industry normalized information representing an average FCC license or billboard permit within a market.

Annual Impairment Test to FCC Licenses and Billboard Permits

The Company performs its annual impairment test on October 1 of each year.

During 2012, the Company recognized a $35.9 million impairment charge related to billboard permits in certain markets due to a change in the Company’s forecast of revenue growth within the markets.  During 2011, the Company recognized a $6.5 million impairment charge related to billboard permits in one market due to significant declines in permit value resulting from flat revenues, a slight decline in margin and increased capital expenditures within the market. There was no impairment of FCC licenses during 2012 or 2011.  During 2010, although the aggregate fair values of FCC licenses and billboard permits increased, certain markets experienced continuing declines. As a result, impairment charges were recorded in 2010 for FCC licenses and billboard permits of $0.5 million and $4.8 million, respectively.

Other Intangible Assets

Other intangible assets include definite-lived intangible assets and permanent easements.  The Company’s definite-lived intangible assets include primarily transit 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’s future cash flows. Permanent easements are indefinite-lived intangible assets which include certain rights to use real property not owned by the Company. There were no impairments of other intangible assets for the years ended December 31, 2012 and 2011.  The Company impaired certain definite-lived intangible assets primarily related to a talent contract in its CCME segment by $3.9 million in 2010.

CLEAR CHANNEL CAPITAL I, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the gross carrying amount and accumulated amortization for each major class of other intangible assets at December 31, 2012 and 2011, respectively:

(In thousands)			December 31, 2012				December 31, 2011
			Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Transit, street furniture and other outdoor contractual rights		$	785,303	$	(403,955)	$	773,238	$	(329,563)
Customer / advertiser relationships			1,210,245		(526,197)		1,210,269		(409,794)
Talent contracts			344,255		(177,527)		347,489		(139,154)
Representation contracts			243,970		(171,069)		237,451		(137,058)
Permanent easements			173,374		-		171,918		-
Other			387,973		(125,580)		389,060		(96,096)
	Total	$	3,145,120	$	(1,404,328)	$	3,129,425	$	(1,111,665)

Total amortization expense related to definite-lived intangible assets was $300.0 million, $328.3 million and $332.3 million for the years ended  December 31, 2012, 2011 and 2010, respectively.

As acquisitions and dispositions occur in the future, amortization expense may vary.  The following table presents the Company’s estimate of amortization expense for each of the five succeeding fiscal years for definite-lived intangible assets:

(In thousands)
2013	$	283,942
2014		264,221
2015		239,211
2016		223,293
2017		196,681

Annual Impairment Test to Goodwill

The Company performs its annual impairment test on October 1 of each year.  Each of the Company’s U.S. radio markets and outdoor advertising markets are components.  The U.S. radio markets are aggregated into a single reporting unit and the U.S. outdoor advertising markets are aggregated into a single reporting unit for purposes of the goodwill impairment test using the guidance in ASC 350-20-55.  The Company also determined that within its Americas outdoor segment, Canada constitutes a separate reporting unit and each country in its International outdoor segment constitutes a separate reporting unit.

The goodwill impairment test is a two-step process. The first step, used to screen for potential impairment, compares the fair value of the reporting unit with its carrying amount, including goodwill. If applicable, the second step, used to measure the amount of the impairment loss, compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill.

Each of the Company’s reporting units is valued using a discounted cash flow model which requires estimating future cash flows expected to be generated from the reporting unit, discounted to their present value using a risk-adjusted discount rate.  Terminal values were also estimated and discounted to their present value.  Assessing the recoverability of goodwill requires the Company to make estimates and assumptions about sales, operating margins, growth rates and 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 recognized no goodwill impairment for the year ended December 31, 2012.

In 2011, the Company utilized the option to assess qualitative factors under ASC 350-20-35 to determine whether it was more likely than not that the fair value of its reporting units was less than their carrying amounts, including goodwill.  Based on a qualitative assessment, the Company concluded that no further testing of goodwill for impairment was required for its CCME reporting unit and for all of the reporting units within its Americas outdoor segment.  Further testing was required for four of the countries within its

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

International outdoor segment.

If further testing of goodwill for impairment is required after assessing qualitative factors, the Company follows the two-step impairment testing approach in accordance with ASC 350-20-35.  The first step, used to screen for potential impairment, compares the fair value of the reporting unit with its carrying amount, including goodwill.  If applicable, the second step, used to measure the amount of the impairment loss, compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. For the year ended December 31, 2011, the Company recognized a non-cash impairment charge to goodwill of $1.1 million due to a decline in the fair value of one country within the Company’s International outdoor segment.

For the year ended December 31, 2010, the Company performed a quantitative assessment as of October 1, 2010 and recognized a non-cash impairment charge to goodwill of $2.1 million due to a decline in fair value in one country within the Company’s International outdoor segment.

The following table presents the changes in the carrying amount of goodwill in each of the Company’s reportable segments.  The provisions of ASC 350-20-50-1 require the disclosure of cumulative impairment.  As a result of the merger, a new basis in goodwill was recorded in accordance with ASC 805-10.  All impairments shown in the table below have been recorded subsequent to the merger and, therefore, do not include any pre-merger impairment.

(In thousands)			CCME		Americas Outdoor Advertising		International Outdoor Advertising		Other		Consolidated
Balance as of December 31, 2010		$	3,140,198	$	571,932	$	290,310	$	116,886	$	4,119,326
	Impairment		-		-		(1,146)		-		(1,146)
	Acquisitions		82,844		-		2,995		212		86,051
	Dispositions		(10,542)		-		-		-		(10,542)
	Foreign currency		-		-		(6,898)		-		(6,898)
	Other		(73)		-		-		-		(73)
Balance as of December 31, 2011		$	3,212,427	$	571,932	$	285,261	$	117,098	$	4,186,718
	Acquisitions		24,842		-		-		51		24,893
	Dispositions		(489)		-		(2,729)		-		(3,218)
	Foreign currency		-		-		7,784		-		7,784
	Other		(92)		-		-		-		(92)
Balance as of December 31, 2012		$	3,236,688	$	571,932	$	290,316	$	117,149	$	4,216,085

The balance at December 31, 2010 is net of cumulative impairments of $3.5 billion, $2.6 billion, $314.8 million and $212.0 million in the Company’s CCME, Americas outdoor, International outdoor and Other segments, respectively.

NOTE 3 – INVESTMENTS

The Company’s most significant investments in nonconsolidated affiliates are listed below:

Australian Radio Network

The Company owns a fifty-percent (50%) interest in Australian Radio Network (“ARN”), an Australian company that owns and operates radio stations in Australia and New Zealand.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Summarized Financial Information

The following table summarizes the Company's investments in nonconsolidated affiliates:

(In thousands)		ARN		All Others		Total
Balance at December 31, 2010	$	342,785	$	14,966	$	357,751
Cash advances (repayments)		-		(929)		(929)
Dispositions of investments, net		-		(6,316)		(6,316)
Equity in earnings		20,958		6,000		26,958
Foreign currency transaction adjustment		(153)		-		(153)
Foreign currency translation adjustment		(1,125)		290		(835)
Distributions received		(15,088)		(1,701)		(16,789)
Other		-		-		-
Balance at December 31, 2011	$	347,377	$	12,310	$	359,687
Cash advances (repayments)		(8,758)		3,082		(5,676)
Acquisitions of investments, net		-		2,704		2,704
Equity in earnings (loss)		18,621		(64)		18,557
Foreign currency transaction adjustment		(1,189)		-		(1,189)
Foreign currency translation adjustment		8,085		(10)		8,075
Distributions received		(11,074)		(642)		(11,716)
Other		-		470		470
Balance at December 31, 2012	$	353,062	$	17,850	$	370,912

The investments in the table above are not consolidated, but are accounted for under the equity method of accounting, whereby the Company records its investments in these entities in the balance sheet as “Other assets.” The Company's interests in their operations are recorded in the statement of comprehensive loss as “Equity in earnings of nonconsolidated affiliates.”

NOTE 4 – ASSET RETIREMENT OBLIGATION

The Company’s asset retirement obligation is reported in “Other long-term liabilities” with the current portion recorded in “Accrued liabilities” and relates to its obligation to dismantle and remove outdoor advertising displays from leased land and to reclaim the site to its original condition upon the termination or non-renewal of a lease.  When the liability is recorded, the 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 with respect to the dismantling of the structures and the reclamation of the site.  The interest rate used to calculate the present value of such costs over the retirement period is based on an estimated risk adjusted credit rate for the same period.

The following table presents the activity related to the Company’s asset retirement obligation:

	(In thousands)		Years Ended December 31,
			2012		2011
Beginning balance		$	51,295	$	52,099
	Adjustment due to change in estimate of related costs		3,570		(3,174)
	Accretion of liability		4,920		5,001
	Liabilities settled		(2,936)		(2,631)
Ending balance		$	56,849	$	51,295

NOTE 5 – LONG-TERM DEBT

Long-term debt at December 31, 2012 and  2011 consisted of the following:

(In thousands)			December 31,		December 31,
			2012		2011
Senior Secured Credit Facilities:
	Term Loan A Facility Due 2014	$	846,890	$	1,087,090
	Term Loan B Facility Due 2016		7,714,843		8,735,912
	Term Loan C - Asset Sale Facility Due 2016 (1)		513,732		670,845
	Revolving Credit Facility Due 2014		-		1,325,550
	Delayed Draw Term Loan Facilities Due 2016		-		976,776
Receivables Based Facility Due 2014			-		-
Priority Guarantee Notes Due 2019			1,999,815		-
Priority Guarantee Notes Due 2021			1,750,000		1,750,000
Other Secured Subsidiary Debt			25,507		30,976
Total Consolidated Secured Debt			12,850,787		14,577,149
Senior Cash Pay Notes Due 2016			796,250		796,250
Senior Toggle Notes Due 2016			829,831		829,831
Clear Channel Senior Notes:
	5.0% Senior Notes Due 2012		-		249,851
	5.75% Senior Notes Due 2013		312,109		312,109
	5.5% Senior Notes Due 2014		461,455		461,455
	4.9% Senior Notes Due 2015		250,000		250,000
	5.5% Senior Notes Due 2016		250,000		250,000
	6.875% Senior Notes Due 2018		175,000		175,000
	7.25% Senior Notes Due 2027		300,000		300,000
Subsidiary Senior Notes:
	9.25 % Series A Senior Notes Due 2017		-		500,000
	9.25 % Series B Senior Notes Due 2017		-		2,000,000
	6.5 % Series A Senior Notes Due 2022		735,750		-
	6.5 % Series B Senior Notes Due 2022		1,989,250		-
Subsidiary Senior Subordinated Notes:
	7.625 % Series A Senior Notes Due 2020		275,000		-
	7.625 % Series B Senior Notes Due 2020		1,925,000		-
Other Clear Channel Subsidiary Debt			5,586		19,860
Purchase accounting adjustments and original issue discount			(408,921)		(514,336)
			20,747,097		20,207,169
Less: current portion			381,728		268,638
Total long-term debt		$	20,365,369	$	19,938,531

(1)Term Loan C is subject to an amortization schedule with the final payment due 2016.

The Company’s weighted average interest rates at December 31, 2012 and 2011 were 6.7% and 6.2%, respectively.  The aggregate market value of the Company’s debt based on market prices for which quotes were available was approximately $18.6 billion and $16.2 billion at December 31, 2012 and 2011, respectively. Under the fair value hierarchy established by ASC 820-10-35, the market value of the Company’s debt is classified as Level 1.

The Company and its subsidiaries have from time to time repurchased certain debt obligations of Clear Channel and outstanding equity securities of CCMH and CCOH, and may in the future, as part of various financing and investment strategies, purchase

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additional outstanding indebtedness of Clear Channel or its subsidiaries or CCMH’s outstanding equity securities or outstanding equity securities of CCOH, in tender offers, open market purchases, privately negotiated transactions or otherwise. The Company or its subsidiaries may also sell certain assets or properties and use the proceeds to reduce its indebtedness. These purchases or sales, if any, could have a material positive or negative impact on the Company’s liquidity available to repay outstanding debt obligations or on the Company’s consolidated results of operations. These transactions could also require or result in amendments to the agreements governing outstanding debt obligations or changes in the Company’s leverage or other financial ratios, which could have a material positive or negative impact on the Company’s ability to comply with the covenants contained in Clear Channel’s debt agreements. These transactions, if any, will depend on prevailing market conditions, the Company’s liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Senior Secured Credit Facilities

As of December 31, 2012, Clear Channel had a total of $9,075.5 million outstanding under its senior secured credit facilities, consisting of:

•an $846.9 million term loan A facility which matures in July 2014;

•a $7,714.9 million term loan B facility which matures in January 2016; and

•a $513.7 million term loan C—asset sale facility, subject to reduction as described below, which matures in January 2016.

Clear Channel may raise incremental term loans of up to (a) $1.5 billion, plus (b) the excess, if any, of (x) 0.65 times pro forma consolidated EBITDA (as calculated in the manner provided in the senior secured credit facilities documentation), over (y) $1.5 billion, plus (c) the aggregate amount of certain principal prepayments made in respect of the term loans under the senior secured credit facilities. Availability of such incremental term loans is subject, among other things, to the absence of any default, pro forma compliance with the financial covenant and the receipt of commitments by existing or additional financial institutions.

Clear Channel is the primary borrower under the senior secured credit facilities, except that certain of its domestic restricted subsidiaries are co-borrowers under a portion of the term loan facilities.

Interest Rate and Fees

Borrowings under Clear Channel’s senior secured credit facilities bear interest at a rate equal to an applicable margin plus, at Clear Channel’s option, either (i) a base rate determined by reference to the higher of (A) the prime lending rate publicly announced by the administrative agent or (B) the Federal funds effective rate from time to time plus 0.50%, or (ii) a Eurocurrency rate determined by reference to the costs of funds for deposits for the interest period relevant to such borrowing adjusted for certain additional costs.

The margin percentages applicable to the term loan facilities are the following percentages per annum:

•with respect to loans under the term loan A facility, (i) 2.40% in the case of base rate loans and (ii) 3.40% in the case of Eurocurrency rate loans; and

•with respect to loans under the term loan B facility, term loan C - asset sale facility, (i) 2.65%, in the case of base rate loans and (ii) 3.65%, in the case of Eurocurrency rate loans.

The margin percentages are subject to adjustment based upon Clear Channel’s leverage ratio.

Prepayments

The senior secured credit facilities require Clear Channel to prepay outstanding term loans, subject to certain exceptions, with:

•50% (which percentage may be reduced to 25% and to 0% based upon Clear Channel’s leverage ratio) of Clear Channel’s annual excess cash flow (as calculated in accordance with the senior secured credit facilities), less any voluntary prepayments of term loans and subject to customary credits;

•100% of the net cash proceeds of sales or other dispositions of specified assets being marketed for sale (including casualty and condemnation events), subject to certain exceptions;

•100% (which percentage may be reduced to 75% and 50% based upon Clear Channel’s leverage ratio) of the net cash proceeds of sales or other dispositions by Clear Channel or its wholly-owned restricted subsidiaries of assets other than specified assets being marketed for sale, subject to reinvestment rights and certain other exceptions;

•100% of the net cash proceeds of (i) any incurrence of certain debt, other than debt permitted under Clear Channel’s senior secured credit facilities. (ii) certain securitization financing and (iii) certain issuances of Permitted Additional

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Notes (as defined in the senior secured credit facilities) and (iv) certain issuances of Permitted Unsecured Notes and Permitted Senior Secured Notes (as defined in the senior secured credit facilities); and

•Net Cash Proceeds received by Clear Channel as dividends or distributions from indebtedness incurred at CCOH provided that the Consolidated Leverage Ratio of CCOH is no greater than 7.00 to 1.00.

The foregoing prepayments with the net cash proceeds of any incurrence of certain debt, other than debt permitted under Clear Channel’s senior secured credit facilities, certain securitization financing, issuances of Permitted Additional Notes and annual excess cash flow will be applied, at Clear Channel’s option, to the term loans (on a pro rata basis, other than that non-extended classes of term loans may be prepaid prior to any corresponding extended class), in each case (i) first to the term loans other than the term loan C—asset sale facility loans (on a pro rata basis) and (ii) second to the term loan C—asset sale facility loans, in each case to the remaining installments thereof in direct order of maturity. The foregoing prepayments with net cash proceeds of issuances of Permitted Unsecured Notes and Permitted Senior Secured Notes and Net Cash Proceeds received by Clear Channel as a distribution from indebtedness incurred by CCOH will be applied (i) to the term loan A in a manner determined by Clear Channel, and (ii) to the term loans (on a pro rata basis), in each case to the remaining installments thereof in direct order of maturity. The foregoing prepayments with the net cash proceeds of the sale of assets (including casualty and condemnation events) will be applied (i) first to the term loan C—asset sale facility loans and (ii) second to the other term loans (on a pro rata basis), in each case to the remaining installments thereof in direct order of maturity.

Clear Channel may voluntarily repay outstanding loans under the senior secured credit facilities at any time without premium or penalty, other than customary “breakage” costs with respect to Eurocurrency rate loans.

Amendments

During the fourth quarter of 2012, Clear Channel amended the terms of its senior secured credit facilities (the “Amendments”).  The Amendments, among other things: (i) permit exchange offers of term loans for new debt securities in an aggregate principal amount of up to $5.0 billion (including the $2.0 billion issued as described under “Refinancing Transactions” below); (ii) provide Clear Channel with greater flexibility to prepay tranche A term loans; (iii) following the repayment or extension of all tranche A term loans, permit below par non-pro rata purchases of term loans pursuant to customary Dutch auction procedures whereby all lenders of the class of term loans offered to be purchased will be offered an opportunity to participate; (iv) following the repayment or extension of all tranche A term loans, permit the repurchase of junior debt maturing before January 2016 with cash on hand in an amount not to exceed $200.0 million; (v) combine the term loan B, the delayed draw term loan 1 and the delayed draw term loan 2 under the senior secured credit facilities; (vi) preserve revolving credit facility capacity in the event Clear Channel repays all amounts outstanding under the revolving credit facility; and (vii) eliminate certain restrictions on the ability of CCOH and its subsidiaries to incur debt.  On October 31, 2012, Clear Channel repaid and permanently cancelled the commitments under its revolving credit facility, which was set to mature July 2014.

Collateral and Guarantees

The senior secured credit facilities are guaranteed by Clear Channel and each of Clear Channel’s existing and future material wholly-owned domestic restricted subsidiaries, subject to certain exceptions.

All obligations under the senior secured credit facilities, and the guarantees of those obligations, are secured, subject to permitted liens, including prior liens permitted by the indenture governing the Clear Channel senior notes, and other exceptions, by:

•a lien on the capital stock of Clear Channel;

•100% of the capital stock of any future material wholly-owned domestic license subsidiary that is not a “Restricted Subsidiary” under the indenture governing the Clear Channel senior notes;

•certain assets that do not constitute “principal property” (as defined in the indenture governing the Clear Channel senior notes);

•certain specified assets of Clear Channel and the guarantors that constitute “principal property” (as defined in the indenture governing the Clear Channel senior notes) securing obligations under the senior secured credit facilities up to the maximum amount permitted to be secured by such assets without requiring equal and ratable security under the indenture governing the Clear Channel senior notes; and

•a lien on the accounts receivable and related assets securing Clear Channel’s receivables based credit facility that is junior to the lien securing Clear Channel’s obligations under such credit facility.

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Certain Covenants and Events of Default

The senior secured credit facilities require Clear Channel to comply on a quarterly basis with a financial covenant limiting the ratio of consolidated secured debt, net of cash and cash equivalents, to consolidated EBITDA for the preceding four quarters.  Clear Channel’s secured debt consists of the senior secured credit facilities, the receivables-based credit facility, the priority guarantee notes and certain other secured subsidiary debt.  Clear Channel’s consolidated EBITDA for the preceding four quarters of $2.0 billion is calculated as operating income (loss) before depreciation, amortization, impairment charges and other operating income (expense) – net,  plus  non-cash compensation, and is further adjusted for the following items: (i) an increase of $80.2 million related to costs incurred in connection with the closure and/or consolidation of facilities, retention charges, consulting fees and other permitted activities; (ii) an increase of $51.0 million for non-recurring or unusual gains or losses; (iii) an increase of $45.5 million for non-cash items; (iv) an increase of $18.5 million for various other items; and (v) an increase of $20.1 million for cash received from nonconsolidated affiliates.  The maximum ratio under this financial covenant is currently set at 9.5:1 and reduces to 9.25:1, 9:1 and 8.75:1 for the quarters ended June 30, 2013, December 31, 2013 and December 31, 2014, respectively.  At December 31, 2012, the ratio was 5.9:1.

In addition, the senior secured credit facilities include negative covenants that, subject to significant exceptions, limit Clear Channel’s ability and the ability of its restricted subsidiaries to, among other things:

•incur additional indebtedness;

•create liens on assets;

•engage in mergers, consolidations, liquidations and dissolutions;

•sell assets;

•pay dividends and distributions or repurchase Clear Channel’s capital stock;

•make investments, loans, or advances;

•prepay certain junior indebtedness;

•engage in certain transactions with affiliates;

•amend material agreements governing certain junior indebtedness; and

•change lines of business.

The senior secured credit facilities include certain customary representations and warranties, affirmative covenants and events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy, certain events under ERISA, material judgments, the invalidity of material provisions of the senior secured credit facilities documentation, the failure of collateral under the security documents for the senior secured credit facilities, the failure of the senior secured credit facilities to be senior debt under the subordination provisions of certain of Clear Channel’s subordinated debt and a change of control. If an event of default occurs, the lenders under the senior secured credit facilities will be entitled to take various actions, including the acceleration of all amounts due under the senior secured credit facilities and all actions permitted to be taken by a secured creditor.

Receivables Based Credit Facility

As of December 31, 2012, Clear Channel had no borrowings outstanding under Clear Channel’s receivables based credit facility. On June 8, 2011, Clear Channel made a voluntary paydown of all amounts outstanding under this facility using cash on hand. Clear Channel’s voluntary paydown did not reduce its commitments under this facility and Clear Channel may reborrow under this facility at any time.  The agreement was amended and restated on December 24, 2012.

The receivables based credit facility provides revolving credit commitments of $535.0 million, subject to a borrowing base. The borrowing base at any time equals 90% of the eligible accounts receivable of Clear Channel and certain of its subsidiaries. The receivables based credit facility includes a letter of credit sub-facility and a swingline loan sub-facility.

Clear Channel and certain subsidiary borrowers are the borrowers under the receivables based credit facility. Clear Channel has the ability to designate one or more of its restricted subsidiaries as borrowers under the receivables based credit facility. The receivables based credit facility loans and letters of credit are available in U.S. dollars.

Interest Rate and Fees

Borrowings under the receivables based credit facility bear interest at a rate per annum equal to an applicable margin plus, at Clear Channel’s option, either (i) a base rate determined by reference to the highest of (a) the prime rate of Citibank, N.A. and (b) the Federal Funds rate plus 0.50% or (ii) a Eurocurrency rate determined by reference to the rate (adjusted for statutory reserve requirements for Eurocurrency liabilities) for Eurodollar deposits for the interest period relevant to such borrowing. The initial

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applicable margin for borrowings under the receivables based credit facility is 1.75% with respect to Eurocurrency borrowings and 0.75% with respect to base-rate borrowings. The applicable margin for borrowings under the receivables based credit facility ranges from 1.50% to 2.00% for Eurocurrency borrowings and from 0.50% to 1.00% for base-rate borrowings, depending on average excess availability under the receivables based credit facility during the prior fiscal quarter.

In addition to paying interest on outstanding principal under the receivables based credit facility, Clear Channel is required to pay a commitment fee to the lenders under the receivables based credit facility in respect of the unutilized commitments thereunder. The initial commitment fee rate is 0.375% per annum. The commitment fee rate will be reduced to 0.25% per annum at any time when the average daily unused commitments for the prior quarter is less than 50% of total commitments. Clear Channel must also pay customary letter of credit fees.

Maturity

Borrowings under the receivables based credit facility will mature, and lending commitments thereunder will terminate, on the fifth anniversary of the effectiveness of the receivables based credit facility (December 24, 2017), provided that, (a) the maturity date will be October 31, 2015 if on October 30, 2015, greater than $500.0 million in aggregate principal amount is owing under certain of Clear Channel’s term loan credit facilities, (b) the maturity date will be May 3, 2016 if on May 2, 2016 greater than $500.0 million aggregate principal amount of Clear Channel’s 10.75% senior cash pay notes due 2016 and 11.00%/11.75% senior toggle notes due 2016 are outstanding and (c) in the case of any debt under clauses (a) and (b) that is amended or refinanced in any manner that extends the maturity date of such debt to a date that is on or before the date that is five years after the effectiveness of the receivables based credit facility, the maturity date will be one day prior to the maturity date of such debt after giving effect to such amendment or refinancing if greater than $500,000,000 in aggregate principal amount of such debt is outstanding.

Prepayments

If at any time the sum of the outstanding amounts under the receivables based credit facility exceeds the lesser of (i) the borrowing base and (ii) the aggregate commitments under the facility, Clear Channel will be required to repay outstanding loans and cash collateralize letters of credit in an aggregate amount equal to such excess. Clear Channel 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. Any voluntary prepayments Clear Channel makes will not reduce its commitments under the receivables based credit facility.

Guarantees and Security

The facility is guaranteed by, subject to certain exceptions, the guarantors of Clear Channel’s senior secured credit facilities. All obligations under the receivables based credit facility, and the guarantees of those obligations, are secured by a perfected security interest in all of Clear Channel’s and all of the guarantors’ accounts receivable and related assets and proceeds thereof that is senior to the security interest of Clear Channel’s senior secured credit facilities in such accounts receivable and related assets and proceeds thereof, subject to permitted liens, including prior liens permitted by the indenture governing certain of Clear Channel’s senior notes (the “legacy notes”), and certain exceptions.

Certain Covenants and Events of Default

If borrowing availability is less than the greater of (a) $50.0 million and (b) 10% of the aggregate commitments under the receivables based credit facility, in each case, for five consecutive business days (a “Liquidity Event”), Clear Channel will be required to comply with a minimum fixed charge coverage ratio of at least 1.00 to 1.00 for fiscal quarters ending on or after the occurrence of the Liquidity Event, and will be continued to comply with this minimum fixed charge coverage ratio until borrowing availability exceeds the greater of (x) $50.0 million and (y) 10% of the aggregate commitments under the receivables based credit facility, in each case, for 30 consecutive calendar days, at which time the Liquidity Event shall no longer be deemed to be occurring. In addition, the receivables based credit facility includes negative covenants that, subject to significant exceptions, limit Clear Channel’s ability and the ability of its restricted subsidiaries to, among other things:

•incur additional indebtedness;

•create liens on assets;

•engage in mergers, consolidations, liquidations and dissolutions;

•sell assets;

•pay dividends and distributions or repurchase capital stock;

•make investments, loans, or advances;

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•prepay certain junior indebtedness;

•engage in certain transactions with affiliates;

•amend material agreements governing certain junior indebtedness; and

•change lines of business.

The receivables based credit facility includes certain customary representations and warranties, affirmative covenants and events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy, certain events under ERISA, material judgments and a change of control. If an event of default occurs, the lenders under the receivables based credit facility will be entitled to take various actions, including the acceleration of all amounts due under Clear Channel’s receivables based credit facility and all actions permitted to be taken by a secured creditor.

Priority Guarantee Notes Due 2019

As of December 31, 2012, Clear Channel had outstanding $2.0 billion aggregate principal amount of 9.0% priority guarantee notes due 2019 (the “Priority Guarantee Notes due 2019”).

The Priority Guarantee Notes due 2019 mature on December 15, 2019 and bear interest at a rate of 9.0% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2013. The Priority Guarantee Notes due 2019 are Clear Channel’s senior obligations and are fully and unconditionally guaranteed, jointly and severally, on a senior basis by the guarantors named in the indenture. The Priority Guarantee Notes due 2019 and the guarantors’ obligations under the guarantees are secured by (i) a lien on (a) the capital stock of Clear Channel and (b) certain property and related assets that do not constitute “principal property” (as defined in the indenture governing certain legacy notes of Clear Channel), in each case equal in priority to the liens securing the obligations under Clear Channel’s senior secured credit facilities and Clear Channel’s priority guarantee notes due 2021, subject to certain exceptions, and (ii) a lien on the accounts receivable and related assets securing Clear Channel’s receivables based credit facility junior in priority to the lien securing Clear Channel’s obligations thereunder, subject to certain exceptions. In addition to the collateral granted to secure the Priority Guarantee Notes due 2019, the collateral agent and the trustee for the Priority Guarantee Notes due 2019 entered into an agreement with the administrative agent for the lenders under the senior secured credit facilities to turn over to the trustee under the Priority Guarantee Notes due 2019, for the benefit of the holders of the Priority Guarantee Notes due 2019, a pro rata share of any recovery received on account of the principal properties, subject to certain terms and conditions.

Clear Channel may redeem the Priority Guarantee Notes due 2019 at its option, in whole or part, at any time prior to July 15, 2015, at a price equal to 100% of the principal amount of the Priority Guarantee Notes due 2019 redeemed, plus accrued and unpaid interest to the redemption date and plus an applicable premium. Clear Channel may redeem the Priority Guarantee Notes due 2019, in whole or in part, on or after July 15, 2015, at the redemption prices set forth in the indenture plus accrued and unpaid interest to the redemption date.  Prior to July 15, 2015, Clear Channel may elect to redeem up to 40% of the aggregate principal amount of the Priority Guarantee Notes due 2019 at a redemption price equal to 109.0% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equity offerings.

The indenture governing the Priority Guarantee Notes due 2019 contains covenants that limit Clear Channel’s ability and the ability of its restricted subsidiaries to, among other things: (i) pay dividends, redeem stock or make other distributions or investments; (ii) incur additional debt or issue certain preferred stock; (iii) modify any of Clear Channel’s existing senior notes; (iv) transfer or sell assets; (v) engage in certain transactions with affiliates; (vi) create restrictions on dividends or other payments by the restricted subsidiaries; and (vii) merge, consolidate or sell substantially all of Clear Channel’s assets. The indenture contains covenants that limit the Company’s and Clear Channel’s ability and the ability of its restricted subsidiaries to, among other things: (i) create liens on assets and (ii) materially impair the value of the security interests taken with respect to the collateral for the benefit of the notes collateral agent and the holders of the Priority Guarantee Notes due 2019. The indenture also provides for customary events of default.

Priority Guarantee Notes Due 2021

As of December 31, 2012, Clear Channel had outstanding $1.75 billion aggregate principal amount of 9.0% priority guarantee notes due 2021 (the “Priority Guarantee Notes due 2021”).

The Priority Guarantee Notes due 2021 mature on March 1, 2021 and bear interest at a rate of 9.0% per annum, payable semi-annually in arrears on March 1 and September 1 of each year, which began on September 1, 2011. The Priority Guarantee Notes due 2021 are Clear Channel’s senior obligations and are fully and unconditionally guaranteed, jointly and severally, on a senior basis by the guarantors named in the indenture. The Priority Guarantee Notes due 2021 and the guarantors’ obligations under the guarantees are

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secured by (i) a lien on (a) the capital stock of Clear Channel and (b) certain property and related assets that do not constitute “principal property” (as defined in the indenture governing certain legacy notes of Clear Channel), in each case equal in priority to the liens securing the obligations under Clear Channel’s senior secured credit facilities and the Priority Guarantee Notes due 2019, subject to certain exceptions, and (ii) a lien on the accounts receivable and related assets securing Clear Channel’s receivables based credit facility junior in priority to the lien securing Clear Channel’s obligations thereunder, subject to certain exceptions.

Clear Channel may redeem the Priority Guarantee Notes due 2021 at its option, in whole or part, at any time prior to March 1, 2016, at a price equal to 100% of the principal amount of the Priority Guarantee Notes due 2021 redeemed, plus accrued and unpaid interest to the redemption date and plus an applicable premium. Clear Channel may redeem the Priority Guarantee Notes due 2021, in whole or in part, on or after March 1, 2016, at the redemption prices set forth in the indenture plus accrued and unpaid interest to the redemption date.  At any time on or before March 1, 2014, Clear Channel may elect to redeem up to 40% of the aggregate principal amount of the Priority Guarantee Notes due 2021 at a redemption price equal to 109.0% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equity offerings.

The indenture governing the Priority Guarantee Notes due 2021 contains covenants that limit Clear Channel’s ability and the ability of its restricted subsidiaries to, among other things: (i) pay dividends, redeem stock or make other distributions or investments; (ii) incur additional debt or issue certain preferred stock; (iii) modify any of Clear Channel’s existing senior notes; (iv) transfer or sell assets; (v) engage in certain transactions with affiliates; (vi) create restrictions on dividends or other payments by the restricted subsidiaries; and (vii) merge, consolidate or sell substantially all of Clear Channel’s assets. The indenture contains covenants that limit the Company’s and Clear Channel’s ability and the ability of its restricted subsidiaries to, among other things: (i) create liens on assets and (ii) materially impair the value of the security interests taken with respect to the collateral for the benefit of the notes collateral agent and the holders of the Priority Guarantee Notes due 2021. The indenture also provides for customary events of default.

Senior Cash Pay Notes and Senior Toggle Notes

As of December 31, 2012, Clear Channel had outstanding $796.3 million aggregate principal amount of 10.75% senior cash pay notes due 2016 and $829.8 million aggregate principal amount of 11.00%/11.75% senior toggle notes due 2016.

The senior cash pay notes and senior toggle notes are unsecured and are guaranteed by the Company and each of Clear Channel’s existing and future material wholly-owned domestic restricted subsidiaries, subject to certain exceptions.  The senior toggle notes mature on August 1, 2016 and may require a special redemption of up to $30.0 million on August 1, 2015.  Clear Channel may elect on each interest election date to pay all or 50% of such interest on the senior toggle notes in cash or by increasing the principal amount of the senior toggle notes or by issuing new senior toggle notes (such increase or issuance, “PIK Interest”).  Interest on the senior toggle notes payable in cash will accrue at a rate of 11.00% per annum and PIK Interest will accrue at a rate of 11.75% per annum.

Prior to August 1, 2012, Clear Channel was able to redeem some or all of the senior cash pay notes and senior toggle notes at a price equal to 100% of the principal amount of such notes plus accrued and unpaid interest thereon to the redemption date and an applicable premium, as described in the indenture governing such notes.  Since August 1, 2012, Clear Channel may redeem some or all of the senior cash pay notes and senior toggle notes at any time at the redemption prices set forth in the indenture governing such notes. If Clear Channel undergoes a change of control, sells certain its assets, or issues certain debt, it may be required to offer to purchase the senior cash pay notes and senior toggle notes from holders.

The senior cash pay notes and senior toggle notes are senior unsecured debt and rank equal in right of payment with all of Clear Channel’s existing and future senior debt. Guarantors of obligations under the senior secured credit facilities, the receivables based credit facility, the Priority Guarantee Notes due 2021 and the Priority Guarantee Notes due 2019 guarantee the senior cash pay notes and senior toggle notes with unconditional guarantees that are unsecured and equal in right of payment to all existing and future senior debt of such guarantors, except that the guarantees are subordinated in right of payment only to the guarantees of obligations under the senior secured credit facilities, the receivables based credit facility, the Priority Guarantee Notes due 2021 and the Priority Guarantee Notes due 2019 to the extent of the value of the assets securing such indebtedness. In addition, the senior cash pay notes and senior toggle notes and the guarantees are structurally senior to the Clear Channel senior notes and existing and future debt to the extent that such debt is not guaranteed by the guarantors of the senior cash pay notes and senior toggle notes. The senior cash pay notes and senior toggle notes and the guarantees are effectively subordinated to Clear Channel’s existing and future secured debt and that of the guarantors to the extent of the value of the assets securing such indebtedness and are structurally subordinated to all obligations of subsidiaries that do not guarantee the senior cash pay notes and senior toggle notes.

On July 16, 2010, Clear Channel made the election to pay interest on the senior toggle notes entirely in cash, effective for the interest period commencing August 1, 2010.  Assuming the cash interest election remains in effect for the remaining term of the notes, Clear

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Channel will be contractually obligated to make a payment to bondholders of $57.4 million on August 1, 2013.

Clear Channel Senior Notes

As of December 31, 2012, Clear Channel’s senior notes represented approximately $1.7 billion of aggregate principal amount of indebtedness outstanding.

The senior notes were the obligations of Clear Channel prior to the merger. The senior notes are senior, unsecured obligations that are effectively subordinated to Clear Channel’s secured indebtedness to the extent of the value of Clear Channel’s assets securing such indebtedness and are not guaranteed by any of Clear Channel’s subsidiaries and, as a result, are structurally subordinated to all indebtedness and other liabilities of Clear Channel’s subsidiaries.  The senior notes rank equally in right of payment with all of Clear Channel’s existing and future senior indebtedness and senior in right of payment to all existing and future subordinated indebtedness. The senior notes are not guaranteed by Clear Channel’s subsidiaries.

CCWH Senior Notes

During the fourth quarter of 2012, CCWH issued $2.7 billion aggregate principal amount of senior notes, which consisted of $735.8 million aggregate principal amount of Series A Senior Notes due 2022 (the “Series A CCWH Senior Notes”) and $1,989.25 million aggregate principal amount of Series B CCWH Senior Notes due 2022 (the “Series B CCWH Senior Notes” and, together with the Series A CCWH Senior Notes, the “CCWH Senior Notes”).  The CCWH Senior Notes are guaranteed by CCOH, Clear Channel Outdoor, Inc. (“CCOI”) and certain of CCOH’s direct and indirect subsidiaries. The proceeds from the issuance of the CCWH Senior Notes were used to fund the repurchase of CCWH’s Series A Senior Notes due 2017 and CCWH’s Series B Senior Notes due 2017 (collectively, the “Existing CCWH Senior Notes”).

The Company capitalized $30.0 million in fees and expenses associated with the CCWH Senior Notes offering and an original issue discount of $7.4 million.  The Company is amortizing the capitalized fees and discount through interest expense over the life of the CCWH Senior Notes.

The CCWH Senior Notes are senior obligations that rank pari passu in right of payment to all unsubordinated indebtedness of CCWH and the guarantees of the CCWH Senior Notes rank pari passu in right of payment to all unsubordinated indebtedness of the guarantors.  Interest on the CCWH Senior Notes is payable to the trustee weekly in arrears and to the noteholders on May 15 and November 15 of each year, beginning on May 15, 2013.

At any time prior to November 15, 2017, CCWH may redeem the CCWH Senior Notes, in whole or in part, at a price equal to 100% of the principal amount of the CCWH Senior Notes plus a “make-whole” premium, together with accrued and unpaid interest, if any, to the redemption date. CCWH may redeem the CCWH Senior Notes, in whole or in part, on or after November 15, 2017, at the redemption prices set forth in the applicable indenture governing the CCWH Senior Notes plus accrued and unpaid interest to the redemption date. At any time on or before November 15, 2015, CCWH may elect to redeem up to 40% of the then outstanding aggregate principal amount of the CCWH Senior Notes at a redemption price equal to 106.500% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equity offerings, subject to certain restrictions. Notwithstanding the foregoing, neither CCOH nor any of its subsidiaries is permitted to make any purchase of, or otherwise effectively cancel or retire any Series A CCWH Senior Notes or Series B CCWH Senior Notes if, after giving effect thereto and, if applicable, any concurrent purchase of or other addition with respect to any Series B CCWH Senior Notes or Series A CCWH Senior Notes, as applicable, the ratio of (a) the outstanding aggregate principal amount of the Series A CCWH Senior Notes to (b) the outstanding aggregate principal amount of the Series B CCWH Senior Notes shall be greater than 0.25, subject to certain exceptions.

The indenture governing the Series A CCWH Senior Notes contains covenants that limit CCOH and its restricted subsidiaries ability to, among other things:

·incur or guarantee additional debt to persons other than Clear Channel and its subsidiaries (other than CCOH) or issue certain preferred stock;

·create liens on its restricted subsidiaries’ assets to secure such debt;

·create restrictions on the payment of dividends or other amounts to CCOH from its restricted subsidiaries that are not guarantors of the CCWH Senior Notes;

·enter into certain transactions with affiliates;

·merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of its assets; and

·sell certain assets, including capital stock of its subsidiaries, to persons other than Clear Channel and its subsidiaries (other than CCOH).

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In addition, the indenture governing the Series A CCWH Senior Notes provides that if CCWH (i) makes an optional redemption of the Series B CCWH Senior Notes or purchases or makes an offer to purchase the Series B CCWH Senior Notes at or above 100% of the principal amount thereof, then CCWH shall apply a pro rata amount to make an optional redemption or purchase a pro rata amount of the Series A CCWH Senior Notes or (ii) makes an asset sale offer under the indenture governing the Series B CCWH Senior Notes, then CCWH shall apply a pro rata amount to make an offer to purchase a pro rata amount of Series A CCWH Senior Notes.

The indenture governing the Series A CCWH Senior Notes does not include limitations on dividends, distributions, investments or asset sales.

The indenture governing the Series B CCWH Senior Notes contains covenants that limit CCOH and its restricted subsidiaries ability to, among other things:

·incur or guarantee additional debt or issue certain preferred stock;

·redeem, repurchase or retire CCOH’s subordinated debt;

·make certain investments;

·create liens on its or its restricted subsidiaries’ assets to secure debt;

·create restrictions on the payment of dividends or other amounts to it from its restricted subsidiaries that are not guarantors of the CCWH Senior Notes;

·enter into certain transactions with affiliates;

·merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of its assets;

·sell certain assets, including capital stock of its subsidiaries;

·designate its subsidiaries as unrestricted subsidiaries; and

·pay dividends, redeem or repurchase capital stock or make other restricted payments.

The Series A CCWH Senior Notes indenture and Series B CCWH Senior Notes indenture restrict CCOH’s ability to incur additional indebtedness but permit CCOH to incur additional indebtedness based on an incurrence test.  In order to incur (i) additional indebtedness under this test, CCOH’s debt to adjusted EBITDA ratios (as defined by the indentures) must be lower than 7.0:1 and 5.0:1 for total debt and senior debt, respectively,  and (ii) additional indebtedness that is subordinated to the CCWH Senior Notes under this test, CCOH’s debt to adjusted EBITDA ratios (as defined by the indentures) must not be lower than 7.0:1 for total debt.  The indentures contain certain other exceptions that allow CCOH to incur additional indebtedness. The Series B CCWH Senior Notes indenture also permits CCOH to pay dividends from the proceeds of indebtedness or the proceeds from asset sales if its debt to adjusted EBITDA ratios (as defined by the indentures) are lower than 7.0:1 and 5.0:1 for total debt and senior debt, respectively. The Series A CCWH Senior Notes indenture does not limit CCOH’s ability to pay dividends.  The Series B CCWH Senior Notes indenture contains certain exceptions that allow CCOH to pay dividends, including (i) $525.0 million of dividends made pursuant to general restricted payment baskets and (ii) dividends made using proceeds received upon a demand by CCOH of amounts outstanding under the revolving promissory note issued by Clear Channel to CCOH.

CCWH Senior Subordinated Notes

During the first quarter of 2012, the Company’s indirect subsidiary, CCWH issued $275.0 million aggregate principal amount of 7.625% Series A Senior Subordinated Notes due 2020 (the “Series A CCWH Subordinated Notes”) and $1,925.0 million aggregate principal amount of 7.625% Series B Senior Subordinated Notes due 2020 (the “Series B CCWH Subordinated Notes” and, together with the Series A CCWH Subordinated Notes, the “CCWH Subordinated Notes”).  Interest on the CCWH Subordinated Notes is payable to the trustee weekly in arrears and to the noteholders on March 15 and September 15 of each year, beginning on September 15, 2012.

The CCWH Subordinated Notes are CCWH’s senior subordinated obligations and are fully and unconditionally guaranteed, jointly and severally, on a senior subordinated basis by CCOH, CCOI and certain of CCOH’s other domestic subsidiaries. The CCWH Subordinated Notes are unsecured senior subordinated obligations that rank junior to all of CCWH’s existing and future senior debt, including the CCWH Senior Notes, equally with any of CCWH’s existing and future senior subordinated debt and ahead of all of CCWH’s existing and future debt that expressly provides that it is subordinated to the CCWH Subordinated Notes. The guarantees of the CCWH Subordinated Notes rank junior to each guarantor’s existing and future senior debt, including the  CCWH Senior Notes, equally with each guarantor’s existing and future senior subordinated debt and ahead of each guarantor’s existing and future debt that expressly provides that it is subordinated to the guarantees of the CCWH Subordinated Notes.

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At any time prior to March 15, 2015, CCWH may redeem the CCWH Subordinated Notes, in whole or in part, at a price equal to 100% of the principal amount of the CCWH Subordinated Notes plus a “make-whole” premium, together with accrued and unpaid interest, if any, to the redemption date. CCWH may redeem the CCWH Subordinated Notes, in whole or in part, on or after March 15, 2015, at the redemption prices set forth in the applicable indenture governing the CCWH Subordinated Notes plus accrued and unpaid interest to the redemption date. At any time on or before March 15, 2015, CCWH may elect to redeem up to 40% of the then outstanding aggregate principal amount of the CCWH Subordinated Notes at a redemption price equal to 107.625% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equity offerings, subject to certain restrictions.  Notwithstanding the foregoing, neither CCOH nor any of its subsidiaries is permitted to make any purchase of, or otherwise effectively cancel or retire any Series A CCWH Subordinated Notes or Series B CCWH Subordinated Notes if, after giving effect thereto and, if applicable, any concurrent purchase of or other addition with respect to any Series B CCWH Subordinated Notes or Series A CCWH Subordinated Notes, as applicable, the ratio of (a) the outstanding aggregate principal amount of the Series A CCWH Subordinated  Notes to (b) the outstanding aggregate principal amount of the Series B CCWH Subordinated Notes shall be greater than 0.25, subject to certain exceptions.

The Company capitalized $40.0 million in fees and expenses associated with the CCWH Subordinated Notes offering and are amortizing them through interest expense over the life of the CCWH Subordinated Notes.

The indenture governing the Series A CCWH Subordinated Notes contains covenants that limit CCOH and its restricted subsidiaries ability to, among other things:

·incur or guarantee additional debt to persons other than Clear Channel and its subsidiaries (other than CCOH) or issue certain preferred stock;

·create restrictions on the payment of dividends or other amounts to CCOH from its restricted subsidiaries that are not guarantors of the notes;

·enter into certain transactions with affiliates;

·merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of CCOH’s assets; and

·sell certain assets, including capital stock of CCOH’s subsidiaries, to persons other than Clear Channel and its subsidiaries (other than CCOH).

In addition, the indenture governing the Series A CCWH Subordinated Notes provides that if CCWH (i) makes an optional redemption of the Series B CCWH Subordinated Notes or purchases or makes an offer to purchase the Series B CCWH Subordinated Notes at or above 100% of the principal amount thereof, then CCWH shall apply a pro rata amount to make an optional redemption or purchase a pro rata amount of the Series A CCWH Subordinated Notes or (ii) makes an asset sale offer under the indenture governing the Series B CCWH Subordinated Notes, then CCWH shall apply a pro rata amount to make an offer to purchase a pro rata amount of Series A CCWH Subordinated Notes.

The indenture governing the Series A CCWH Subordinated Notes does not include limitations on dividends, distributions, investments or asset sales.

The indenture governing the Series B CCWH Subordinated Notes contains covenants that limit CCOH and its restricted subsidiaries ability to, among other things:

·incur or guarantee additional debt or issue certain preferred stock;

·make certain investments;

·create restrictions on the payment of dividends or other amounts to CCOH from its restricted subsidiaries that are not guarantors of the notes;

·enter into certain transactions with affiliates;

·merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of CCOH’s assets;

·sell certain assets, including capital stock of CCOH’s subsidiaries;

·designate CCOH’s subsidiaries as unrestricted subsidiaries; and

·pay dividends, redeem or repurchase capital stock or make other restricted payments.

The Series A CCWH Subordinated Notes indenture and Series B CCWH Subordinated Notes indenture restrict CCOH’s ability to incur additional indebtedness but permit CCOH to incur additional indebtedness based on an incurrence test.  In order to incur additional indebtedness under this test, CCOH’s debt to adjusted EBITDA ratios (as defined by the indentures) must be lower than

CLEAR CHANNEL CAPITAL I, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.0:1.  The indentures contain certain other exceptions that allow CCOH to incur additional indebtedness. The Series B CCWH Subordinated Notes indenture also permits CCOH to pay dividends from the proceeds of indebtedness or the proceeds from asset sales if its debt to adjusted EBITDA ratios (as defined by the indentures) is lower than 7.0:1.  The Series A CCWH Senior Subordinated Notes indenture does not limit CCOH’s ability to pay dividends.  The Series B CCWH Subordinated Notes indenture contains certain exceptions that allow CCOH to pay dividends, including (i) $525.0 million of dividends made pursuant to general restricted payment baskets and (ii) dividends made using proceeds received upon a demand by CCOH of amounts outstanding under the revolving promissory note issued by Clear Channel to CCOH.

With the proceeds of the CCWH Subordinated Notes (net of the initial purchasers’ discount of $33.0 million), CCWH loaned an aggregate amount equal to $2,167.0 million to CCOI. CCOI paid all other fees and expenses of the offering using cash on hand and, with the proceeds of the loans, made a special cash dividend to CCOH, which in turn made a special cash dividend on March 15, 2012 in an amount equal to $6.0832 per share to its Class A and Class B stockholders of record at the close of business on March 12, 2012, including Clear Channel Holdings, Inc. (“CC Holdings”) and CC Finco, LLC (“CC Finco”), both wholly-owned subsidiaries of the Company.  Of the $2,170.4 million special cash dividend paid by CCOH, an aggregate of $1,925.7 million was distributed to CC Holdings and CC Finco, with the remaining $244.7 million distributed to other stockholders.  As a result, the Company recorded a reduction of $244.7 million in “Noncontrolling interest” on the consolidated balance sheet.

Refinancing Transactions

During the first quarter of 2011, Clear Channel amended its senior secured credit facilities and its receivables based credit facility and issued $1.0 billion aggregate principal amount of Priority Guarantee Notes due 2021 (the “Initial Priority Guarantee Notes due 2021”). The Company capitalized $39.5 million in fees and expenses associated with the offering of the Initial Priority Guarantee Notes due 2021 and is amortizing them through interest expense over the life of the Initial Priority Guarantee Notes due 2021.

Clear Channel used the proceeds of the Initial Priority Guarantee Notes due 2021 offering to prepay $500.0 million of the indebtedness outstanding under its senior secured credit facilities. The $500.0 million prepayment was allocated on a ratable basis between outstanding term loans and revolving credit commitments under Clear Channel’s revolving credit facility.  The prepayment resulted in the accelerated expensing of $5.7 million of loan fees recorded in “Loss on extinguishment of debt”.

Clear Channel obtained, concurrent with the offering of the Initial Priority Guarantee Notes due 2021, amendments to its credit agreements with respect to its senior secured credit facilities and its receivables based credit facility (revolving credit commitments under the receivables based facility were reduced from $783.5 million to $625.0 million), which were required as a condition to complete the offering. The amendments, among other things, permit Clear Channel to request future extensions of the maturities of its senior secured credit facilities, provide Clear Channel with greater flexibility in the use of its accordion capacity, provide Clear Channel with greater flexibility to incur new debt, provided that the proceeds from such new debt are used to pay down senior secured credit facility indebtedness, and provide greater flexibility for CCOH and its subsidiaries to incur new debt, provided that the net proceeds distributed to Clear Channel from the issuance of such new debt are used to pay down senior secured credit facility indebtedness.

In June 2011, Clear Channel issued an additional $750.0 million in aggregate principal amount of its Priority Guarantee Notes due 2021 (the “Additional Priority Guarantee Notes due 2021”) at an issue price of 93.845% of the principal amount of the Additional Priority Guarantee Notes due 2021. Interest on the Additional Priority Guarantee Notes due 2021 accrued from February 23, 2011, and accrued interest was paid by the purchaser at the time of delivery of the Additional Priority Guarantee Notes due 2021 on June 14, 2011. The Initial Priority Guarantee Notes due 2021 and the Additional Priority Guarantee Notes due 2021 have identical terms and are treated as a single class.  Of the $703.8 million of proceeds from the issuance of the Additional Priority Guarantee Notes due 2021 ($750.0 million aggregate principal amount net of $46.2 million of discount), Clear Channel used $500.0 million for general corporate purposes (to replenish cash on hand that Clear Channel previously used to pay senior notes at maturity on March 15, 2011 and May 15, 2011) and used the remaining $203.8 million to repay at maturity a portion of Clear Channel’s 5% senior notes that matured in March 2012.

The Company capitalized an additional $7.1 million in fees and expenses associated with the offering of the Additional Priority Guarantee Notes due 2021 and is amortizing them through interest expense over the life of the Additional Priority Guarantee Notes due 2021.

In March 2012, CCWH issued $275.0 million aggregate principal amount of the Series A CCWH Subordinated Notes and $1,925.0 million aggregate principal amount of the Series B CCWH Subordinated Notes and in connection therewith, CCOH distributed the CCOH Dividend of $6.0832 per share to its stockholders of record. Using CCOH Dividend proceeds distributed to the

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Company’s wholly-owned subsidiaries, together with cash on hand, Clear Channel repaid $2,096.2 million of indebtedness under its senior secured credit facilities.

During the fourth quarter of 2012, Clear Channel exchanged $2.0 billion aggregate principal amount of term loans under its senior secured credit facilities for a like principal amount of newly issued Clear Channel Priority Guarantee Notes due 2019. The exchange offer, which was offered to eligible existing lenders under Clear Channel’s senior secured credit facilities, was exempt from registration under the Securities Act of 1933, as amended.  The Company capitalized $11.9 million in fees and expenses associated with the offering and are amortizing them through interest expense over the life of the notes.

In November 2012, CCWH issued $735.75 million aggregate principal amount of the Series A CCWH Senior Notes, which were issued at an issue price of 99.0% of par, and $1,989.25 million aggregate principal amount of the Series B CCWH Senior Notes, which were issued at par.  CCWH used the net proceeds from the offering of the CCWH Senior Notes, together with cash on hand, to fund the tender offer for and redemption of the Existing CCWH Senior Notes.

Debt Repurchases, Maturities and Other

During November 2012, CCWH repurchased $1,724.7 million aggregate principal amount of the Existing CCWH Senior Notes in a tender offer for the Existing CCWH Senior Notes.  Simultaneously with the early settlement of the tender offer, CCWH called for redemption all of the remaining $775.3 million aggregate principal amount of Existing CCWH Senior Notes that were not purchased on the early settlement date of the tender offer.  In connection with the redemption, CCWH satisfied and discharged its obligations under the Existing CCWH Senior Notes indentures by depositing with the trustee sufficient funds to pay the redemption price, plus accrued and unpaid interest on the remaining outstanding Existing CCWH Senior Notes to, but not including, the December 19, 2012 redemption date.

During October 2012, Clear Channel consummated a private exchange offer of $2.0 billion aggregate principal amount of term loans under its senior secured credit facilities for a like principal amount of newly issued Priority Guarantee Notes due 2019.  The exchange offer was available only to eligible lenders under the senior secured credit facilities, and the Priority Guarantee Notes due 2019 were offered only in reliance on exemptions from registration under the Securities Act of 1933, as amended.

In connection with the issuance of the CCWH Subordinated Notes, CCOH paid the $2,170.4 million CCOH Dividend on March 15, 2012 to its Class A and Class B stockholders, consisting of $1,925.7 million distributed to CC Holdings and CC Finco and $244.7 million distributed to other stockholders. In connection with the Subordinated Notes issuance and CCOH Dividend, Clear Channel repaid indebtedness under its senior secured credit facilities in an amount equal to the aggregate amount of dividend proceeds distributed to CC Holdings and CC Finco, or $1,925.7 million.  Of this amount, a prepayment of $1,918.1 million was applied to indebtedness outstanding under Clear Channel’s revolving credit facility, thus permanently reducing the revolving credit commitments under Clear Channel’s revolving credit facility to $10.0 million.  During the fourth quarter of 2012, the revolving credit facility was permanently paid off and terminated using available cash on hand.  The remaining $7.6 million prepayment was allocated on a pro rata basis to Clear Channel’s term loan facilities.

In addition, on March 15, 2012, using cash on hand, Clear Channel made voluntary prepayments under its senior secured credit facilities in an aggregate amount equal to $170.5 million, as follows: (i) $16.2 million under its term loan A due 2014, (ii) $129.8 million under its term loan B due 2016, (iii) $10.0 million under its term loan C due 2016 and (iv) $14.5 million under its delayed draw term loans due 2016. In connection with the prepayments on Clear Channel’s senior secured credit facilities, we recorded a loss of $15.2 million in “Loss on extinguishment of debt” related to the accelerated expensing of loan fees.

During March 2012, Clear Channel repaid its 5.0% senior notes at maturity for $249.9 million (net of $50.1 million principal amount repaid to a subsidiary of Clear Channel with respect to notes repurchased and held by such entity), plus accrued interest, using a portion of the proceeds from the June 2011 Offering of the Additional Notes, along with cash on hand.

During 2011 and 2010, CC Investments, Inc. (“CC Investments”) and CC Finco, indirect wholly-owned subsidiaries of the Company, repurchased certain of Clear Channel’s outstanding senior notes, senior cash pay notes and senior toggle notes through open market repurchases, privately negotiated transactions and tenders as shown in the table below.  These entities did not repurchase any debt during 2012.  Notes repurchased and held by CC Investments and CC Finco are eliminated in consolidation.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands)		Years Ended December 31,
		2012		2011		2010
CC Investments
Principal amount of debt repurchased	$	-	$	-	$	185,185
Deferred loan costs and other		-		-		104
Gain recorded in "Other income (expense) - net"(2)		-		-		(60,289)
Cash paid for repurchases of long-term debt	$	-	$	-	$	125,000
CC Finco, LLC
Principal amount of debt repurchased	$	-	$	80,000	$	-
Purchase accounting adjustments(1)		-		(20,476)		-
Gain recorded in "Other income (expense) - net"(2)		-		(4,274)		-
Cash paid for repurchases of long-term debt	$	-	$	55,250	$	-

(1)Represents unamortized fair value purchase accounting discounts recorded as a result of the merger.

(2)CC Investments and CC Finco repurchased certain of Clear Channel’s senior notes, senior cash pay notes and senior toggle notes at a discount, resulting in a gain on the extinguishment of debt.

During 2011, Clear Channel repaid its 6.25% senior notes at maturity for $692.7 million (net of $57.3 million principal amount repaid to a subsidiary of Clear Channel with respect to notes repurchased and held by such entity), plus accrued interest, using a portion of the proceeds from the February 2011 Offering of the Initial Notes, along with available cash on hand. Clear Channel also repaid its 4.4% senior notes at maturity for $140.2 million (net of $109.8 million principal amount repaid to a subsidiary of Clear Channel with respect to notes repurchased and held by such entity), plus accrued interest, with available cash on hand.  Prior to, and in connection with the June 2011 Offering, Clear Channel repaid all amounts outstanding under its receivables based credit facility on June 8, 2011, using cash on hand. This voluntary repayment did not reduce the commitments under this facility and Clear Channel may reborrow amounts under this facility at any time.  In addition, on June 27, 2011, Clear Channel made a voluntary payment of $500.0 million on its revolving credit facility.  Furthermore, CC Finco repurchased $80.0 million aggregate principal amount of Clear Channel’s outstanding 5.5% senior notes due 2014 for $57.1 million, including accrued interest, through an open market purchase.

During 2010, Clear Channel repaid its remaining 7.65% senior notes upon maturity for $138.8 million, including $5.1 million of accrued interest, with proceeds from its delayed draw term loan facility that was specifically designated for this purpose.  Also during 2010, Clear Channel repaid its remaining 4.5% senior notes upon maturity for $240.0 million with available cash on hand.

Future maturities of long-term debt at December 31, 2012 are as follows:

(in thousands)
2013	$	381,729
2014		1,331,856
2015		270,959
2016		10,016,646
2017		74
Thereafter		9,154,754
Total (1)	$	21,156,018

(1)   Excludes purchase accounting adjustments and original issue discount of $408.9 million, which is amortized through interest expense over the life of the underlying debt obligations.

NOTE 6 – FAIR VALUE MEASUREMENTS

ASC 820-10-35 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.  These tiers

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Marketable Equity Securities

The Company’s marketable equity securities and interest rate swap are measured at fair value on each reporting date.

The marketable equity securities are measured at fair value using quoted prices in active markets.  Due to the fact that the inputs used to measure the marketable equity securities at fair value are observable, the Company has categorized the fair value measurements of the securities as Level 1.

The cost, unrealized holding gains or losses, and fair value of the Company’s investments at December 31, 2012 and 2011 are as follows:

(In thousands)				Gross		Gross
				Unrealized		Unrealized		Fair
Investments		Cost		Losses		Gains		Value
2012
Available-for-sale	$	5,207	$	-	$	106,220	$	111,427
Other cost investments		7,769		-		-		7,769
Total	$	12,976	$	-	$	106,220	$	119,196
2011
Available-for-sale	$	7,786	$	-	$	65,214	$	73,000
Other cost investments		4,766		-		-		4,766
Total	$	12,552	$	-	$	65,214	$	77,766

Other cost investments include various investments in companies for which there is no readily determinable market value.  The Company recognized other-than-temporary impairments of $2.0 million on a cost investment for the year ended December 31, 2012, which was a non-cash impairment charge recorded in “Loss on marketable securities.”

The Company’s available-for-sale security, Independent News & Media PLC (“INM”), was in an unrealized loss position for an extended period of time.  As a result, the Company considered the guidance in ASC 320-10-S99 and reviewed the length of the time and the extent to which the market value was less than cost and the financial condition and near-term prospects of the issuer.  After this assessment, the Company concluded that the impairment was other than temporary and recorded a non-cash impairment charge of $2.6 million, $4.8 million and $6.5 million in “Loss on marketable securities” for the years ended December 31, 2012, 2011 and 2010, respectively.

Interest Rate Swap

The Company’s $2.5 billion notional amount interest rate swap agreement is designated as a cash flow hedge and the effective portion of the gain or loss on the swap is reported as a component of other comprehensive income (loss).  Ineffective portions of a cash flow hedging derivative’s change in fair value are recognized currently in earnings.  In accordance with ASC 815-20-35-9, as the critical terms of the swap and the floating-rate debt being hedged were the same at inception and remained the same during the current period, no ineffectiveness was recorded in earnings.

The Company entered into its swap agreement to effectively convert a portion of its floating-rate debt to a fixed basis, thus reducing the impact of interest rate changes on future interest expense. The Company assesses at inception, and on an ongoing basis, whether its interest rate swap agreement is highly effective in offsetting changes in the interest expense of its floating rate debt.  A derivative that is not a highly effective hedge does not qualify for hedge accounting.

The Company continually monitors its positions with, and credit quality of, the financial institution which is counterparty to its interest rate swap.  The Company may be exposed to credit loss in the event of nonperformance by its counterparty to the interest rate swap.  However, the Company considers this risk to be low. If a derivative instrument no longer qualifies as a cash flow hedge, hedge

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accounting is discontinued and the gain or loss that was recorded in other comprehensive income is recognized currently in income.

The swap agreement is valued using a discounted cash flow model that takes into account the present value of the future cash flows under the terms of the agreements by using market information available as of the reporting date, including prevailing interest rates and credit spread. Due to the fact that the inputs are either directly or indirectly observable, the Company classified the fair value measurement of the agreement as Level 2.

The fair value of the Company’s $2.5 billion notional amount interest rate swap designated as a hedging instrument was $76.9 million and recorded in “Other current liabilities” and $159.1 million and recorded in “Other long-term liabilities” at December 31, 2012 and 2011, respectively. The swap agreement matures on September 30, 2013.

The following table provides the beginning and ending accumulated other comprehensive loss and the current period activity related to the interest rate swap agreement:

(In thousands)		Accumulated other
		comprehensive loss
Balance at December 31, 2010	$	134,067
Other comprehensive income		33,775
Balance at December 31, 2011		100,292
Other comprehensive income		52,112
Balance at December 31, 2012	$	48,180

NOTE 7 – COMMITMENTS AND CONTINGENCIES

The Company accounts for its rentals that include renewal options, annual rent escalation clauses, minimum franchise payments and maintenance related to displays under the guidance in ASC 840.

The Company considers its non-cancelable contracts that enable it to display advertising on buses, bus shelters, trains, etc. to be leases in accordance with the guidance in ASC 840-10.  These contracts may contain minimum annual franchise payments which generally escalate each year.  The Company accounts for these minimum franchise payments on a straight-line basis.  If the rental increases are not scheduled in the lease, such as an increase based on subsequent changes in the index or rate, those rents are considered contingent rentals and are recorded as expense when accruable.  Other contracts may contain a variable rent component based on revenue.  The Company accounts for these variable components as contingent rentals and records these payments as expense when accruable.

The Company accounts for annual rent escalation clauses included in the lease term on a straight-line basis under the guidance in ASC 840-20-25.  The Company considers renewal periods in determining its lease terms if at inception of the lease there is reasonable assurance the lease will be renewed.  Expenditures for maintenance are charged to operations as incurred, whereas expenditures for renewal and betterments are capitalized.

The Company leases office space, certain broadcasting facilities, equipment and the majority of the land occupied by 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, billboards, transit and malls generally require the Company to build bus stops, kiosks and other public amenities or advertising structures during the term of the contract.  The Company owns these structures and is generally allowed to advertise on them for the remaining term of the contract.  Once the Company has built the structure, the cost is capitalized and expensed over the shorter of the economic life of the asset or the remaining life of the contract.

In addition, the Company has commitments relating to required purchases of property, plant and equipment under certain street furniture contracts.  Certain of the Company’s contracts contain penalties for not fulfilling its commitments related to its obligations to build bus stops, kiosks and other public amenities or advertising structures.  Historically, any such penalties have not materially impacted the Company’s financial position or results of operations.

Certain acquisition agreements include deferred consideration payments based on performance requirements by the seller typically

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

involving the completion of a development or obtaining appropriate permits that enable the Company to construct additional advertising displays.  At December 31, 2012, the Company believes its maximum aggregate contingency, which is subject to performance requirements by the seller, is approximately $30.0 million.  As the contingencies have not been met or resolved as of December 31, 2012, these amounts are not recorded.

As of December 31, 2012, the Company's future minimum rental commitments under non-cancelable operating lease agreements with terms in excess of one year, minimum payments under non-cancelable contracts in excess of one year, capital expenditure commitments and employment/talent contracts consist of the following:

(In thousands)						Capital
		Non-Cancelable		Non-Cancelable		Expenditure		Employment/Talent
		Operating Lease		Contracts		Commitments		Contracts
2013	$	380,288	$	561,837	$	80,143	$	85,762
2014		330,397		473,937		25,426		66,304
2015		316,951		418,056		21,273		60,383
2016		255,262		311,899		7,688		58,320
2017		210,444		154,668		11,112		17,536
Thereafter		1,283,847		450,526		932		-
Total	$	2,777,189	$	2,370,923	$	146,574	$	288,305

Rent expense charged to operations for the years ended December 31, 2012, 2011 and 2010 was $1.14 billion, $1.16 billion and $1.10 billion, respectively.

In various areas in which the Company operates, outdoor advertising is the object of restrictive and, in some cases, prohibitive zoning and other regulatory provisions, either enacted or proposed.  The impact to the Company of loss of displays due to governmental action has been somewhat mitigated by Federal and state laws mandating compensation for such loss and constitutional restraints.

The Company and its subsidiaries are involved in certain legal proceedings arising in the ordinary course of business and, as required, have accrued an estimate of the probable costs for the resolution of those claims for which the occurrence of loss is probable and the amount can be reasonably estimated.  These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies.  It is possible, however, that future results of operations 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.  Additionally, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on the Company’s financial condition or results of operations.

Although the Company is involved in a variety of legal proceedings in the ordinary course of business, a large portion of its litigation arises in the following contexts: commercial disputes; defamation matters; employment and benefits related claims; governmental fines; intellectual property claims; and tax disputes.

Brazil Litigation

On or about July 12, 2006 and April 12, 2007, two of the Company’s operating businesses (L&C Outdoor Ltda. (“L&C”) and Publicidad Klimes São Paulo Ltda. (“Klimes”), respectively) in the São Paulo, Brazil market received notices of infraction from the state taxing authority, seeking to impose a value added tax (“VAT”) on such businesses, retroactively for the period from December 31, 2001 through January 31, 2006. The taxing authority contends that these businesses fall within the definition of “communication services” and as such are subject to the VAT. L&C and Klimes filed separate petitions to challenge the imposition of this tax.

On August 8, 2011, Brazil’s National Council of Fiscal Policy (CONFAZ) published a convenio authorizing sixteen states, including the State of São Paulo, to issue an amnesty that would reduce the principal amount of VAT allegedly owed and reduce or waive related interest and penalties.  The State of São Paulo ratified the amnesty in late August 2011.   On May 10, 2012, the State of São Paulo published an amnesty decree that mirrors the convenio.  Klimes and L&C accepted the amnesty on May 24, 2012 by making the aggregate required payment of $10.9 million.  On that same day, Klimes and L&C filed petitions to discontinue the tax litigation based

on the amnesty payments.  The Company was notified in January 2013 that the petitions to discontinue the litigation were granted and the lawsuits filed by Klimes and L&C were dismissed effective June 1, 2012 and July 11, 2012, respectively.

Stockholder Litigation

Two derivative lawsuits were filed in March 2012 in Delaware Chancery Court by stockholders of Clear Channel Outdoor Holdings, Inc., an indirect non-wholly owned subsidiary of Clear Channel Communications, Inc., which is, in turn, an indirect wholly owned subsidiary of the Company. The consolidated lawsuits are captioned In re Clear Channel Outdoor Holdings, Inc. Derivative Litigation, Consolidated Case No. 7315-CS. The complaints name as defendants certain of Clear Channel Communications, Inc.’s and Clear Channel Outdoor Holdings, Inc.’s current and former directors and Clear Channel Communications, Inc., as well as Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P.  Clear Channel Outdoor Holdings, Inc. also is named as a nominal defendant.  The complaints allege, among other things, that in December 2009 Clear Channel Communications, Inc. breached fiduciary duties to Clear Channel Outdoor Holdings, Inc. and its stockholders by allegedly requiring Clear Channel Outdoor Holdings, Inc. to agree to amend the terms of a revolving promissory note payable by Clear Channel Communications, Inc. to Clear Channel Outdoor Holdings, Inc. to extend the maturity date of the note and to amend the interest rate payable on the note. According to the complaints, the terms of the amended promissory note were unfair to Clear Channel Outdoor Holdings, Inc. because, among other things, the interest rate was below market. The complaints further allege that Clear Channel Communications, Inc. was unjustly enriched as a result of that transaction.  The complaints also allege that the director defendants breached fiduciary duties to Clear Channel Outdoor Holdings, Inc. in connection with that transaction and that the transaction constituted corporate waste.  On April 4, 2012, the board of directors of Clear Channel Outdoor Holdings, Inc. formed a special litigation committee consisting of independent directors (the “SLC”) to review and investigate plaintiffs’ claims and determine the course of action that serves the best interests of Clear Channel Outdoor Holdings, Inc. and its stockholders.  On June 20, 2012, the SLC filed a motion to stay the lawsuits for six months while it completes its review and investigation.  In response, on June 27, 2012, plaintiffs filed a motion for an expedited trial, asking the Court to schedule a trial on the merits in October 2012. On July 23, 2012, the Court issued an order granting the motion to stay and denying the motion for an expedited trial. On January 23, 2013, the SLC filed a motion to extend the stay for thirty days, and on January 24, 2013, the Court granted that motion, extending the stay for thirty days from the date of the order.

Los Angeles Litigation

In 2008, Summit Media, LLC, one of the Company’s competitors, sued the City of Los Angeles, Clear Channel Outdoor, Inc. and CBS Outdoor in Los Angeles Superior Court (Case No. BS116611) challenging the validity of a Stipulated Judgment that had been entered into in November 2006 among the parties.  Pursuant to the Stipulated Judgment, Clear Channel Outdoor, Inc. had taken down existing billboards and converted 83 existing signs from static displays to digital displays pursuant to modernization permits issued through an administrative process of the City.  The Los Angeles Superior Court ruled in January 2010 that the Stipulated Judgment constituted an ultra vires act of the City and nullified its existence, but did not invalidate the modernization permits issued to Clear Channel Outdoor, Inc. and CBS.  All parties appealed the ruling by the Los Angeles Superior Court to Court of Appeal for the State of California, Second Appellate District, Division 8.  At an October 30, 2012 oral argument by the parties, the California Court of Appeal read a preliminary ruling from the bench prior to the argument indicating it would uphold the Los Angeles Superior Court’s finding that the Stipulated Judgment was ultra vires and would remand the case to the Los Angeles Superior Court for the purpose of invalidating the permits issued to Clear Channel Outdoor, Inc. and CBS for the digital displays that were the subject of the Stipulated Judgment.  The Court of Appeal issued its written ruling in this matter on December 10, 2012, consistent with its October 30, 2012 preliminary ruling.  Clear Channel Outdoor, Inc. filed a motion for rehearing on December 26, 2012. The Court of Appeal denied the motion for rehearing.  On January 22, 2013, Clear Channel Outdoor, Inc. filed a petition with the California Supreme Court requesting its review of the matter.

NOTE 8 – GUARANTEES

As of December 31, 2012, Clear Channel had outstanding surety bonds and commercial standby letters of credit of $50.0 million and $137.7 million, respectively, of which $70.7 million of letters of credit were cash secured.  Letters of credit in the amount of $5.0 million are collateral in support of surety bonds and these amounts would only be drawn under the letters of credit in the event the associated surety bonds were funded and Clear Channel did not honor its reimbursement obligation to the issuers. These letters of credit and surety bonds relate to various operational matters including insurance, bid, and performance bonds as well as other items.

As of December 31, 2012, Clear Channel had outstanding bank guarantees of $51.8 million. Bank guarantees in the amount of $4.6 million are backed by cash collateral.

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NOTE 9 – INCOME TAXES

Significant components of the provision for income tax benefit (expense) are as follows:

(In thousands)			Years Ended December 31,
			2012		2011		2010
Current - Federal		$	61,655	$	18,608	$	(4,534)
Current - foreign			(48,579)		(51,293)		(41,388)
Current - state			(9,408)		14,719		(5,278)
	Total current benefit (expense)		3,668		(17,966)		(51,200)
Deferred - Federal			261,014		126,078		211,137
Deferred - foreign			27,970		13,708		(3,859)
Deferred - state			15,627		4,158		3,902
	Total deferred benefit		304,611		143,944		211,180
Income tax benefit		$	308,279	$	125,978	$	159,980

Current tax benefits of $3.7 million were recorded for 2012 as compared to current tax expenses of $18.0 million for 2011 primarily due to the Company’s settlement of U.S. Federal and foreign tax examinations during 2012.  Pursuant to the settlements, the Company recorded a reduction to current income tax expense of approximately $67.3 million during 2012 to reflect the net current tax benefits of the settlements.

Current tax expenses of $18.0 million were recorded for 2011 as compared to current tax expenses of $51.2 million for 2010 primarily due to the Company’s settlement of U.S. Federal, foreign and state tax examinations during 2011.  Pursuant to the settlements, the Company recorded a reduction to current income tax expense of approximately $51.1 million during 2011 to reflect the net current tax benefits of the settlements.

Deferred tax benefits of $304.6 million for 2012 primarily relate to future benefits of net operating loss carryforwards, and were higher when compared with deferred tax benefits of $143.9 million for 2011. The increase in deferred tax benefits in 2012 is primarily due to additional loss before income taxes in 2012 compared to 2011.

Deferred tax benefits of $143.9 million for 2011 primarily relate to future benefits of net operating loss carryforwards, and were lower when compared with deferred tax benefits of $211.2 million for 2010. The decrease in deferred tax benefits in 2011 is primarily due to a decrease in Federal tax losses.  Additional decreases are a result of the deferred tax impacts from the Company’s settlement of U.S. Federal and state tax examinations during 2011 along with the write-off of deferred tax assets associated with the 2011 vesting of certain equity awards.

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Significant components of the Company's deferred tax liabilities and assets as of December 31, 2012 and 2011 are as follows:

(In thousands)			2012		2011
Deferred tax liabilities:
	Intangibles and fixed assets	$	2,418,558	$	2,381,177
	Long-term debt		381,712		465,201
	Foreign		21,828		43,305
	Investments in nonconsolidated affiliates		49,654		46,502
	Unrealized loss in marketable securities		13,768		-
	Other investments		2,122		7,068
	Other		5,480		25,834
Total deferred tax liabilities			2,893,122		2,969,087
Deferred tax assets:
	Accrued expenses		82,550		92,038
	Unrealized gain in marketable securities		-		6,833
	Net operating losses		1,107,594		917,078
	Bad debt reserves		8,418		10,767
	Deferred Income		553		590
	Other		35,693		33,931
Total gross deferred tax assets			1,234,808		1,061,237
	Less: Valuation allowance		12,312		14,177
Total deferred tax assets			1,222,496		1,047,060
Net deferred tax liabilities		$	1,670,626	$	1,922,027

Included in the Company’s net deferred tax liabilities are $19.2 million and $16.6 million of current net deferred tax assets for 2012 and 2011, respectively.  The Company presents these assets in “Other current assets” on its consolidated balance sheets.  The remaining $1.7 billion and $1.9 billion of net deferred tax liabilities for 2012 and 2011, respectively, are presented in “Deferred tax liabilities” on the consolidated balance sheets.

At December 31, 2012, the Company had recorded net operating loss carryforwards (tax effected) for federal and state income tax purposes of $1.1 billion, expiring in various amounts through 2032.  The Company expects to realize the benefits of the majority of net operating losses based on its expectations as to future taxable income from deferred tax liabilities that reverse in the relevant carryforward period and, therefore, the Company has not recorded a valuation allowance against those losses.

At December 31, 2012, net deferred tax liabilities include a deferred tax asset of $28.7million relating to stock-based compensation expense under ASC 718-10, Compensation—Stock Compensation.  Full realization of this deferred tax asset requires stock options to be exercised at a price equaling or exceeding the sum of the grant price plus the fair value of the option at the grant date and restricted stock to vest at a price equaling or exceeding the fair market value at the grant date.  Accordingly, there can be no assurance that the stock price of the Company’s common stock will rise to levels sufficient to realize the entire deferred tax benefit currently reflected in its balance sheet.

The deferred tax liability related to intangibles and fixed assets primarily relates to the difference in book and tax basis of acquired FCC licenses, permits and tax deductible goodwill created from the Company’s various stock acquisitions.  In accordance with ASC 350-10, Intangibles—Goodwill and Other, the Company does not amortize FCC licenses and permits.  As a result, this deferred tax liability will not reverse over time unless the Company recognizes future impairment charges related to its FCC licenses, permits and tax deductible goodwill or sells its FCC licenses or permits.  As the Company continues to amortize its tax basis in its FCC licenses, permits and tax deductible goodwill, the deferred tax liability will increase over time.

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The reconciliation of income tax computed at the U.S. Federal statutory tax rates to income tax benefit is:

			Years Ended December 31,
(In thousands)			2012			2011			2010
			Amount	Percent		Amount	Percent		Amount	Percent
Income tax benefit at
	statutory rates	$	251,814	35%	$	137,903	35%	$	217,991	35%
State income taxes, net of
	Federal tax benefit		6,218	1%		18,877	5%		(1,376)	(0%)
Foreign taxes			8,782	2%		(4,683)	(1%)		(30,967)	(5%)
Nondeductible items			(4,617)	(1%)		(3,154)	(1%)		(3,165)	(0%)
Changes in valuation allowance
	and other estimates		50,697	7%		(15,816)	(4%)		(16,263)	(3%)
Impairment charge			-	0%		-	0%		-	0%
Other, net			(4,615)	(1%)		(7,149)	(2%)		(6,240)	(1%)
Income tax benefit		$	308,279	43%	$	125,978	32%	$	159,980	26%

A tax benefit was recorded for the year ended December 31, 2012 of 43%.  The effective tax rate for 2012 was impacted by the Company’s settlement of U.S. Federal and foreign tax examinations during the year.  Pursuant to the settlements, the Company recorded a reduction to income tax expense of approximately $60.6 million to reflect the net tax benefits of the settlements.  This benefit was partially offset by additional tax recorded during 2012 related to the write-off of deferred tax assets associated with the vesting of certain equity awards.  Foreign income before income taxes was approximately $84.0 million for 2012.

A tax benefit was recorded for the year ended December 31, 2011 of 32%.  The effective tax rate for 2011 was impacted by the Company’s settlement of U.S. Federal and state tax examinations during the year.  Pursuant to the settlements, the Company recorded a reduction to income tax expense of approximately $16.3 million to reflect the net tax benefits of the settlements.  This benefit was partially offset by additional tax recorded during 2011 related to the write-off of deferred tax assets associated with the vesting of certain equity awards and the inability to benefit from certain tax loss carryforwards in foreign jurisdictions.  Foreign income before income taxes was approximately $94.0 million for 2011.

A tax benefit was recorded for the year ended December 31, 2010 of 26%.  The effective tax rate for 2010 was impacted by the Company’s inability to benefit from tax losses in certain foreign jurisdictions due to the uncertainty of the ability to utilize those losses in future years.  In addition, the Company recorded a valuation allowance of $13.6 million against deferred tax assets in foreign jurisdictions due to the uncertainty of the ability to realize those assets in future periods.  Foreign income before income taxes was approximately $40.8 million for 2010.

The Company continues to record interest and penalties related to unrecognized tax benefits in current income tax expense.  The total amount of interest accrued at December 31, 2012 and 2011 was $50.5 million and $61.0 million, respectively.  The total amount of unrecognized tax benefits and accrued interest and penalties at December 31, 2012 and 2011 was $188.9 million and $236.8 million, respectively, of which $158.3 million and $212.7 million is included in “Other long-term liabilities”, and $0.5 million and $4.5 million is included in “Accrued Expenses” on the Company’s consolidated balance sheets, respectively.  In addition, $30.0 million of unrecognized tax benefits are recorded net with the Company’s deferred tax assets for its net operating losses as opposed to being recorded in “Other long-term liabilities” at December 31, 2012.  The total amount of unrecognized tax benefits at December 31, 2012 and 2011 that, if recognized, would impact the effective income tax rate is $107.0 million and $146.0 million, respectively.

(In thousands)		Years Ended December 31,
Unrecognized Tax Benefits		2012		2011
Balance at beginning of period	$	175,782	$	225,469
Increases for tax position taken in the current year		10,575		5,373
Increases for tax positions taken in previous years		14,774		12,115
Decreases for tax position taken in previous years		(55,113)		(37,677)
Decreases due to settlements with tax authorities		(7,581)		(29,443)
Decreases due to lapse of statute of limitations		-		(55)
Balance at end of period	$	138,437	$	175,782

The Company and its subsidiaries file income tax returns in the United States Federal jurisdiction and various state and foreign jurisdictions.  During 2012, the Company effectively settled certain Federal and foreign examinations and as a result reversed liabilities that had been recorded for the uncertain tax positions in those periods.  The amount of liabilities reversed during 2012 was approximately $67.3 million, inclusive of interest.  In addition the Company settled an examination in the United Kingdom and, as a result of the settlement, paid approximately $7.2 million in tax and interest.  During 2011, the Company reached a settlement with the Internal Revenue Service (“IRS”) related to the examination of the tax years 2003 and 2004.  As a result of the settlement the Company paid approximately $22.4 million, inclusive of interest, to the IRS and reversed liabilities related to the settled tax years.  In addition, the Company effectively settled several state and foreign tax examinations during 2011 that resulted in a reduction to its net tax liabilities to reflect the tax benefits of the settlements.  The IRS is currently auditing the Company’s 2009 and 2010 periods and the Company is awaiting an appeals conference meeting for its 2007 and 2008 pre and post-merger periods.  Substantially all material state, local, and foreign income tax matters have been concluded for years through 2005.

NOTE 10 – MEMBER’S INTEREST

CCMH has issued approximately 27.6 million shares of Class A common stock, approximately 0.6 million shares of Class B common stock and approximately 59.0 million shares of Class C common stock.  Every holder of shares of Class A common stock is entitled to one vote for each share of Class A common stock.  Every holder of shares of Class B common stock is entitled to a number of votes per share equal to the number obtained by dividing (a) the sum of the total number of shares of Class B common stock outstanding as of the record date for such vote and the number of shares of Class C common stock outstanding as of the record date for such vote by (b) the number of shares of Class B common stock outstanding as of the record date for such vote.  Except as otherwise required by law, the holders of outstanding shares of Class C common stock are not entitled to any votes upon any matters presented to our stockholders.

Except with respect to voting as described above, and as otherwise required by law, all shares of Class A common stock, Class B common stock and Class C common stock have the same powers, privileges, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, and are identical to each other in all respects.

Dividends

The Company has not paid cash dividends since its formation and its ability to pay dividends is subject to restrictions should it seek to do so in the future. Clear Channel’s debt financing arrangements include restrictions on its ability to pay dividends thereby limiting the Company’s ability to pay dividends.

Share-Based Compensation

Stock Options

The Company does not have any compensation plans under which it grants stock awards to employees. Prior to the merger, Clear Channel granted options to purchase its common stock to its employees and directors and its affiliates under its various equity incentive plans typically at no less than the fair value of the underlying stock on the date of grant. These options were granted for a term not exceeding ten years and were forfeited, except in certain circumstances, in the event the employee or director terminated his or her employment or relationship with Clear Channel or one of its affiliates. Prior to acceleration, if any, in connection with the merger, these options vested over a period of up to five years. All equity incentive plans contained anti-dilutive provisions that permitted an adjustment of the number of shares of Clear Channel’s common stock represented by each option for any change in capitalization.

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CLEAR CHANNEL CAPITAL I, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CCMH has granted options to purchase its shares of Class A common stock to certain key executives under its equity incentive plan at no less than the fair value of the underlying stock on the date of grant.  These options are granted for a term not to exceed ten years and are forfeited, except in certain circumstances, in the event the executive terminates his or her employment or relationship with CCMH or one of its affiliates.  Approximately two-thirds of the options granted vest based solely on continued service over a period of up to five years with the remainder becoming eligible to vest over a period of up to five 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 its share-based payments using the fair value recognition provisions of ASC 718-10.  The fair value of the portion of options that vest based on continued service is estimated on the grant date using a Black-Scholes option-pricing model and the fair value of the remaining options which contain vesting provisions subject to service, market and performance conditions is estimated on the grant date using a Monte Carlo model.  Expected volatilities were based on historical volatility of peer companies’ stock, including CCMH, over the expected life of the options.  The expected life of the options granted represents the period of time that the options granted are expected to be outstanding.  The Company used historical data to estimate option exercises and employee terminations within the valuation model.  The Company includes estimated forfeitures in its compensation cost and updates the estimated forfeiture rate through the final vesting date of awards.  The 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 these options:

	Years Ended December 31,
	2012	2011	2010
Expected volatility	71% – 77%	67%	58%
Expected life in years	6.3 – 6.5	6.3 – 6.5	5.0 – 7.0
Risk-free interest rate	0.97% – 1.55%	1.22% – 2.37%	2.03% – 2.74%
Dividend yield	0%	0%	0%

The following table presents a summary of CCMH's stock options outstanding at and stock option activity during the year ended December 31, 2012 (“Price” reflects the weighted average exercise price per share):

(In thousands, except per share data)	Options	Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding, January 1, 2012	5,042	$	22.49
Granted (1)	249		10.00
Exercised	-		-
Exchanged (2)	(2,024)		10.00
Forfeited	(375)		16.97
Expired	(100)		32.66
Outstanding, December 31, 2012 (3)	2,792		30.82	6.5 years	-
Exercisable	1,204		26.95	5.7 years	-
Expected to Vest	968		33.14	7.9 years	-

(1)The weighted average grant date fair value of options granted during the years ended December 31, 2012, 2011, and 2010 was $2.68, $2.69 and $4.79 per share, respectively.

(2)Amount represents options exchanged in connection with the voluntary stock option exchange program discussed below.

(3)Non-cash compensation expense has not been recorded with respect to 0.9 million shares as the vesting of these options is subject to performance conditions that have not yet been determined probable to meet.

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A summary of CCMH’s unvested options and changes during the year ended December 31, 2012 is presented below:

(In thousands, except per share data)	Options	Weighted Average Grant Date Fair Value
Unvested, January 1, 2012	4,048	$	7.10
Granted	249		2.68
Vested (1)	(501)		7.74
Exchanged	(1,833)		3.38
Forfeited	(375)		3.34
Unvested, December 31, 2012	1,588		11.38

(1)The total fair value of the options vested during the years ended December 31, 2012, 2011 and 2010 was $3.9 million, $3.8 million and $4.5 million, respectively.

Restricted Stock Awards

Prior to the merger, Clear Channel granted restricted stock awards to its employees and directors and its affiliates under its various equity incentive plans. These common shares held a legend which restricted their transferability for a term of up to five years and were forfeited, except in certain circumstances, in the event the employee or director terminated his or her employment or relationship with Clear Channel prior to the lapse of the restriction. Recipients of the restricted stock awards were entitled to all cash dividends as of the date the award was granted.

CCMH has granted restricted stock awards to its employees and affiliates under its equity incentive plan.  The restricted stock awards are restricted in transferability for a term of up to five years. Restricted stock awards are forfeited, except in certain circumstances, in the event the employee terminates his or her employment or relationship with CCMH prior to the lapse of the restriction.  Dividends or distributions paid in respect of unvested restricted stock awards will be held by CCMH and paid to the recipients of the restricted stock awards upon vesting of the shares.

The following table presents a summary of CCMH's restricted stock outstanding at and restricted stock activity during the year ended December 31, 2012 (“Price” reflects the weighted average share price at the date of grant):

(In thousands, except per share data)	Awards	Price
Outstanding, January 1, 2012	445	$	36.00
Granted (1)	4,204		2.93
Vested (restriction lapsed)	(1,380)		8.32
Forfeited (2)	(662)		3.01
Outstanding, December 31, 2012	2,607		5.69

(1)Includes 3.3 million restricted share awards granted in connection with the voluntary stock option exchange program discussed below.

(2)Includes 652 thousand restricted share awards forfeited pursuant to the tax assistance program offered through the voluntary stock option exchange program discussed below.

CCOH Share-Based Awards

CCOH Stock Options

The Company’s subsidiary, CCOH, has granted options to purchase shares of its Class A common stock to employees and directors of CCOH and its affiliates under its equity incentive plan at no less than the fair market value of the underlying stock on the date of

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grant.  These options are granted for a term not exceeding ten years and are forfeited, except in certain circumstances, in the event the employee or director terminates his or her employment or relationship with CCOH or one of its affiliates.  These options vest solely on continued service over a period of up to five years.  The equity incentive stock plan contains anti-dilutive provisions that permit an adjustment of the number of shares of CCOH’s common stock represented by each option for any change in capitalization. CCOH determined that the CCOH Dividend discussed in Note 5 was considered a change in capitalization and therefore adjusted outstanding options as of March 15, 2012.  No incremental compensation cost was recognized in connection with the adjustment.

The fair value of each option awarded on CCOH common stock is estimated on the date of grant using a Black-Scholes option-pricing model.  Expected volatilities are based on historical volatility of CCOH’s stock over the expected life of the options.  The expected life of options granted represents the period of time that options granted are expected to be outstanding.  CCOH uses historical data to estimate option exercises and employee terminations within the valuation model.  CCOH includes estimated forfeitures in its compensation cost and updates the estimated forfeiture rate through the final vesting date of awards.  The 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 CCOH’s options on the date of grant:

	Years Ended December 31,
	2012	2011	2010
Expected volatility	54% – 56%	57%	58%
Expected life in years	6.3	6.3	5.5 – 7.0
Risk-free interest rate	0.92% – 1.48%	1.26% – 2.75%	1.38% – 3.31%
Dividend yield	0%	0%	0%

The following table presents a summary of CCOH’s stock options outstanding at and stock option activity during the year ended December 31, 2012 (“Price” reflects the weighted average exercise price per share):

(In thousands, except per share data)	Options	Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding, January 1, 2012	8,991	$	15.10
Granted (1)	2,812		6.64
Exercised (2)	(1,029)		4.06
Forfeited	(884)		7.87
Expired	(1,509)		12.23
Outstanding, December 31, 2012	8,381		9.22	6.2 years	$ 8,813
Exercisable	4,548		11.26	4.5 years	$ 4,792
Expected to vest	3,574		9.53	8.3 years	$ 1,186

(1)The weighted average grant date fair value of CCOH options granted during the years ended December 31, 2012, 2011 and 2010 was $4.43, $8.30 and $5.65 per share, respectively.

(2)Cash received from option exercises during the years ended December 31, 2012, 2011 and 2010 was $6.4 million, $1.4 million and $0.9 million, respectively.  The total intrinsic value of the options exercised during the years ended December 31, 2012, 2011 and 2010 was $7.9 million, $1.5 million and $1.1 million, respectively.

A summary of CCOH’s unvested options at and changes during the year ended December 31, 2012 is presented below:

(In thousands, except per share data)	Options	Weighted Average Grant Date Fair Value
Unvested, January 1, 2012	3,993	$	6.41
Granted	2,812		4.43
Vested (1)	(2,088)		5.48
Forfeited	(884)		5.80
Unvested, December 31, 2012	3,833		5.19

(1)The total fair value of CCOH options vested during the years ended December 31, 2012, 2011 and 2010 was $11.5 million, $8.2 million and $15.9 million, respectively.

Restricted Stock Awards

CCOH has also granted both restricted stock and restricted stock unit awards to its employees and affiliates under its equity incentive plan.  The restricted stock awards represent shares of Class A common stock that hold a legend which restricts their transferability for a term of up to five years.  The restricted stock units represent the right to receive shares upon vesting, which is generally over a period of up to five years.  Both restricted stock awards and restricted stock units are forfeited, except in certain circumstances, in the event the employee terminates his or her employment or relationship with CCOH prior to the lapse of the restriction.

The following table presents a summary of CCOH’s restricted stock and restricted stock units outstanding at and activity during the year ended December 31, 2012 (“Price” reflects the weighted average share price at the date of grant):

(In thousands, except per share data)	Awards	Price
Outstanding, January 1, 2012	83	$	8.69
Granted	1,267		6.04
Vested (restriction lapsed)	(190)		5.35
Forfeited	(75)		9.03
Outstanding, December 31, 2012	1,085		6.26

Share-Based Compensation Cost

The share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the vesting period. The following table presents the amount of share-based compensation recorded during the years ended December 31, 2012, 2011 and 2010:

(In thousands)	Years Ended December 31,
	2012		2011		2010
Direct operating expenses	$	11,011	$	10,013	$	11,996
Selling, general &administrative expenses		6,378		5,359		7,109
Corporate expenses		11,151		5,295		15,141
Total share based compensation expense	$	28,540	$	20,667	$	34,246

The tax benefit related to the share-based compensation expense for the years ended December 31, 2012, 2011 and 2010 was $10.8 million, $7.9 million and $13.0 million, respectively.

CLEAR CHANNEL CAPITAL I, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012, there was $30.3 million of unrecognized compensation cost, net of estimated forfeitures, related to unvested share-based compensation arrangements that will vest based on service conditions.  This cost is expected to be recognized over a weighted average period of approximately two years.  In addition, as of December 31, 2012, there was $15.7 million of unrecognized compensation cost, net of estimated forfeitures, related to unvested share-based compensation arrangements that will vest based on market, performance and service conditions.  This cost will be recognized when it becomes probable that the performance condition will be satisfied.

CCMH completed a voluntary stock option exchange program on November 19, 2012 and exchanged 2.0 million stock options granted under the Clear Channel 2008 Executive Incentive Plan for 1.8 million replacement restricted share awards with different service and performance conditions. CCMH accounted for the exchange program as a modification of the existing awards under ASC 718 and will recognize incremental compensation expense of approximately $1.7 million over the service period of the new awards. In connection with the exchange program, CCMH granted an additional 1.5 million restricted stock awards pursuant to a tax assistance program offered to employees participating in the exchange.  Of the total 1.5 million restricted stock awards granted, 0.9 million were repurchased by CCMH upon expiration of the exchange program while the remaining 0.6 million awards were forfeited. CCMH recognized $2.6 million of expense related to the awards granted in connection with the tax assistance program.

Included in corporate share-based compensation for the year ended December 31, 2011 is a $6.6 million reversal of expense related to the cancellation of a portion of an executive’s stock options. Additionally, CCMH completed a voluntary stock option exchange program on March 21, 2011 and exchanged 2.5 million stock options granted under the Clear Channel 2008 Executive Incentive Plan for 1.3 million replacement stock options with a lower exercise price and different service and performance conditions. CCMH accounted for the exchange program as a modification of the existing awards under ASC 718 and will recognize incremental compensation expense of approximately $1.0 million over the service period of the new awards.

During the year ended December 31, 2010, CCMH recorded additional share-based compensation expense of $6.0 million in “Corporate expenses” related to shares tendered by Mark P. Mays to CCMH on August 23, 2010 for purchase at $36.00 per share pursuant to a put option included in his amended employment agreement.

NOTE 11 – EMPLOYEE STOCK AND SAVINGS PLANS

Clear Channel has various 401(k) savings and other plans for the purpose of providing retirement benefits for substantially all employees.  Under these plans, an employee can make pre-tax contributions and Clear Channel will match a portion of such an employee’s contribution.  Employees vest in these Clear Channel matching contributions based upon their years of service to Clear Channel.  Contributions of $29.5 million, $27.8 million and $29.8 million to these plans for the years ended December 31, 2012, 2011 and 2010, respectively, were expensed.

Clear Channel offers a non-qualified deferred compensation plan for its highly compensated executives, under which such executives were able to make an annual election to defer up to 50% of their annual salary and up to 80% of their bonus before taxes.  Clear Channel suspended all salary and bonus deferrals and company matching contributions to the deferred compensation plan on January 1, 2010. Clear Channel accounts for the plan in accordance with the provisions of ASC 710-10.  Matching credits on amounts deferred may be made in Clear Channel’s sole discretion and Clear Channel retains ownership of all assets until distributed.  Participants in the plan have the opportunity to allocate their deferrals and any Clear Channel matching credits among different investment options, the performance of which is used to determine the amounts to be paid to participants under the plan.  In accordance with the provisions of ASC 710-10, the assets and liabilities of the non-qualified deferred compensation plan are presented in “Other assets” and “Other long-term liabilities” in the accompanying consolidated balance sheets, respectively.  The asset and liability under the deferred compensation plan at December 31, 2012 was approximately $10.6 million recorded in “Other assets” and $10.6 million recorded in “Other long-term liabilities”, respectively.  The asset and liability under the deferred compensation plan at December 31, 2011 was approximately $10.5 million recorded in “Other assets” and $10.5 million recorded in “Other long-term liabilities”, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 — OTHER INFORMATION

The following table discloses the components of “Other income (expense)” for the years ended December 31, 2012, 2011 and 2010, respectively:

(In thousands)		Years Ended December 31,
		2012		2011		2010
Foreign exchange loss		$	(3,018)	$	(234)	$	(12,783)
Other			3,268		(2,935)		(1,051)
	Total other income (expense) — net	$	250	$	(3,169)	$	(13,834)

The following table discloses the deferred income tax (asset) liability related to each component of other comprehensive income (loss) for the years ended December 31, 2012, 2011 and 2010, respectively:

(In thousands)		Years Ended December 31,
		2012		2011		2010
Foreign currency translation adjustments and other		$	3,210	$	(449)	$	5,916
Unrealized holding gain on marketable securities			15,324		2,667		14,475
Unrealized holding gain on cash flow derivatives			30,074		20,157		9,067
	Total increase in deferred tax liabilities	$	48,608	$	22,375	$	29,458

The following table discloses the components of “Other current assets” as of December 31, 2012 and 2011, respectively:

(In thousands)		As of December 31,
		2012		2011
Inventory		$	23,110	$	21,157
Deferred tax asset			19,249		16,573
Deposits			10,277		15,167
Deferred loan costs			44,446		53,672
Other			70,126		89,582
	Total other current assets	$	167,208	$	196,151

The following table discloses the components of “Other assets” as of December 31, 2012 and 2011, respectively:

(In thousands)		As of December 31,
		2012		2011
Investments in, and advances to, nonconsolidated affiliates		$	370,912	$	359,687
Other investments			119,196		77,766
Notes receivable			363		512
Prepaid expenses			32,382		600
Deferred loan costs			157,726		188,823
Deposits			18,420		17,790
Prepaid rent			71,942		79,244
Other			28,942		36,917
Non-qualified plan assets			10,593		10,539
	Total other assets	$	810,476	$	771,878

CLEAR CHANNEL CAPITAL I, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table discloses the components of “Other current liabilities” as of December 31, 2012 and 2011, respectively:

(In thousands)		As of December 31,
		2012		2011
Interest rate swap - current portion		$	76,939	$	-
Redeemable noncontrolling interest			60,950		-
	Total other current liabilities	$	137,889	$	-

The following table discloses the components of “Other long-term liabilities” as of December 31, 2012 and 2011, respectively:

(In thousands)		As of December 31,
		2012		2011
Unrecognized tax benefits		$	158,321	$	212,672
Asset retirement obligation			56,047		50,983
Non-qualified plan liabilities			10,593		10,539
Interest rate swap - long-term portion			-		159,124
Deferred income			12,121		15,246
Redeemable noncontrolling interest			-		57,855
Deferred rent			106,394		81,599
Employee related liabilities			24,265		40,145
Other			82,776		79,725
	Total other long-term liabilities	$	450,517	$	707,888

The following table discloses the components of “Accumulated other comprehensive loss,” net of tax, as of December 31, 2012 and 2011, respectively:

(In thousands)		As of December 31,
		2012		2011
Cumulative currency translation adjustment		$	(178,372)	$	(212,761)
Cumulative unrealized gain (losses) on securities			66,982		41,302
Cumulative other adjustments			6,286		5,708
Cumulative unrealized gain (losses) on cash flow derivatives			(48,180)		(100,292)
	Total accumulated other comprehensive loss	$	(153,284)	$	(266,043)

NOTE 13 – SEGMENT DATA

The Company’s reportable segments, which it believes best reflect how the Company is currently managed, are CCME, Americas outdoor and International outdoor.  Revenue and expenses earned and charged between segments are recorded at estimated fair value and eliminated in consolidation.  The CCME segment provides media and entertainment services via broadcast and digital delivery and also includes the Company’s national syndication business.  The Americas outdoor advertising segment consists of operations primarily in the United States and Canada.  The International outdoor advertising segment primarily includes operations in Europe, Asia, Australia and Latin America.  The Americas outdoor and International outdoor display inventory consists primarily of billboards, street furniture displays and transit displays.  The Other category includes the Company’s media representation business as well as other general support services and initiatives which are ancillary to the Company’s other businesses.  Corporate includes infrastructure and support, including information technology, human resources, legal, finance and administrative functions of each of the Company’s reportable segments, as well as overall executive, administrative and support functions. Share-based payments are recorded by each segment in direct operating and selling, general and administrative expenses.

During the first quarter of 2012, the Company recast its segment reporting, as discussed in Note 1. The following table presents the Company’s reportable segment results for the years ended December 31, 2012, 2011 and 2010.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands)		CCME		Americas Outdoor Advertising		International Outdoor Advertising		Other		Corporate and other reconciling items		Eliminations		Consolidated
Year Ended December 31, 2012
Revenue	$	3,084,780	$	1,279,257	$	1,667,687	$	281,879	$	-	$	(66,719)	$	6,246,884
Direct operating expenses		873,165		586,666		1,024,596		25,088		-		(12,965)		2,496,550
Selling, general and administrative expenses		997,511		212,794		364,502		152,394		-		(53,754)		1,673,447
Depreciation and amortization		271,399		192,023		205,258		45,568		15,037		-		729,285
Impairment charges		-		-		-		-		37,651		-		37,651
Corporate expenses		-		-		-		-		288,028		-		288,028
Other operating income - net		-		-		-		-		48,127		-		48,127
Operating income (loss)	$	942,705	$	287,774	$	73,331	$	58,829	$	(292,589)	$	-	$	1,070,050
Intersegment revenues	$	-	$	1,175	$	80	$	65,464	$	-	$	-	$	66,719
Segment assets	$	8,201,798	$	3,835,235	$	2,256,309	$	815,435	$	1,183,936	$	-	$	16,292,713
Capital expenditures	$	65,821	$	117,647	$	150,129	$	17,438	$	39,245	$	-	$	390,280
Share-based compensation    expense	$	6,985	$	5,875	$	4,529	$	-	$	11,151	$	-	$	28,540
Year Ended December 31, 2011
Revenue	$	2,986,828	$	1,252,725	$	1,751,149	$	234,542	$	-	$	(63,892)	$	6,161,352
Direct operating expenses		849,265		571,779		1,067,022		27,807		-		(11,837)		2,504,036
Selling, general and administrative expenses		980,960		201,124		339,748		147,481		-		(52,055)		1,617,258
Depreciation and amortization		268,245		211,056		219,908		49,827		14,270		-		763,306
Impairment charges		-		-		-		-		7,614				7,614
Corporate expenses		-		-		-		-		227,096		-		227,096
Other operating income - net		-		-		-		-		12,682		-		12,682
Operating income (loss)	$	888,358	$	268,766	$	124,471	$	9,427	$	(236,298)	$	-	$	1,054,724
Intersegment revenues	$	-	$	4,141	$	-	$	59,751	$	-	$	-	$	63,892
Segment assets	$	8,364,246	$	3,886,098	$	2,166,173	$	809,212	$	1,316,310	$	-	$	16,542,039
Capital expenditures	$	50,198	$	122,505	$	166,044	$	5,737	$	19,490	$	-	$	363,974
Share-based compensation    expense	$	4,606	$	7,601	$	3,165	$	-	$	5,295	$	-	$	20,667
Year Ended December 31, 2010
Revenue	$	2,869,499	$	1,216,930	$	1,581,064	$	261,461	$	-	$	(63,269)	$	5,865,685
Direct operating expenses		808,867		560,378		999,594		27,953		-		(15,145)		2,381,647
Selling, general and administrative expenses		963,853		199,990		294,666		159,827		-		(48,124)		1,570,212
Depreciation and amortization		256,673		198,896		214,692		52,965		9,643		-		732,869
Impairment charges		-		-		-		-		15,364		-		15,364
Corporate expenses		-		-		-		-		284,042		-		284,042
Other operating expense - net		-		-		-		-		(16,710)		-		(16,710)
Operating income (loss)	$	840,106	$	257,666	$	72,112	$	20,716	$	(325,759)	$	-	$	864,841
Intersegment revenues	$	275	$	4,173	$	-	$	58,821	$	-	$	-	$	63,269
Segment assets	$	8,411,953	$	4,415,901	$	2,222,121	$	812,189	$	1,598,218	$	-	$	17,460,382
Capital expenditures	$	27,781	$	92,235	$	103,038	$	7,682	$	10,728	$	-	$	241,464
Share-based compensation   expense	$	7,152	$	9,207	$	2,746	$	-	$	15,141	$	-	$	34,246

111

Revenue of $1.7 billion, $1.8 billion and $1.7 billion derived from the Company’s foreign operations are included in the data above for the years ended December 31, 2012, 2011 and 2010, respectively.  Revenue of $4.5 billion, $4.3 billion and $4.2 billion derived from the Company’s U.S. operations are included in the data above for the years ended December 31, 2012, 2011 and 2010, respectively.

Identifiable long-lived assets of $805.2 million, $797.7 million and $802.4 million derived from the Company’s foreign operations are included in the data above for the years ended December 31, 2012, 2011 and 2010, respectively. Identifiable long-lived assets of $2.2 billion, $2.3 billion and $2.3 billion derived from the Company’s U.S. operations are included in the data above for the years ended December 31, 2012, 2011 and 2010, respectively.

NOTE 14 — QUARTERLY RESULTS OF OPERATIONS (Unaudited)

(In thousands, except per share data)

		Three Months Ended March 31,		Three Months Ended June 30,		Three Months Ended September 30,		Three Months Ended December 31,
		2012	2011	2012	2011	2012	2011	2012	2011
Revenue		$ 1,360,723	$ 1,320,826	$ 1,602,494	$ 1,604,386	$ 1,587,331	$ 1,583,352	$ 1,696,336	$ 1,652,788
Operating expenses:
	Direct operating expenses	614,434	584,069	607,095	630,015	624,526	654,163	650,495	635,789
	Selling, general and   administrative expenses	423,628	372,710	398,123	420,436	419,855	402,160	431,841	421,952
	Corporate expenses	69,198	52,347	71,158	56,486	70,811	54,247	76,861	64,016
	Depreciation and amortization	175,366	183,711	181,839	189,641	182,350	197,532	189,730	192,422
	Impairment charges	-	-	-	-	-	-	37,651	7,614
	Other operating income   (expense) - net	3,124	16,714	1,917	3,229	42,118	(6,490)	968	(771)
Operating income		81,221	144,703	346,196	311,037	331,907	268,760	310,726	330,224
Interest expense		374,016	369,666	385,867	358,950	388,210	369,233	400,930	368,397
Loss on marketable securities		-	-	-	-	-	-	(4,580)	(4,827)
Equity in earnings of   nonconsolidated affiliates		3,555	2,975	4,696	5,271	3,663	5,210	6,643	13,502
Gain (loss) on   extinguishment of debt		(15,167)	(5,721)	-	-	-	4,274	(239,556)	-
Other income (expense) - net		(1,106)	3,685	(1,397)	(4,517)	824	3,033	1,929	(5,370)
Loss before income taxes		(305,513)	(224,024)	(36,372)	(47,159)	(51,816)	(87,956)	(325,768)	(34,868)
Income tax benefit		157,398	92,661	8,663	9,184	13,232	20,665	128,986	3,468
Consolidated net loss		(148,115)	(131,363)	(27,709)	(37,975)	(38,584)	(67,291)	(196,782)	(31,400)
Less amount attributable to   noncontrolling interest		(4,486)	469	11,316	15,204	11,977	6,765	(5,518)	11,627
Net loss attributable to   the Company		$ (143,629)	$ (131,832)	$ (39,025)	$ (53,179)	$ (50,561)	$ (74,056)	$ (191,264)	$ (43,027)

CLEAR CHANNEL CAPITAL I, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15 – CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Clear Channel is a party to a management agreement with certain affiliates of Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. (together, the “Sponsors”) and certain other parties pursuant to which such affiliates of the Sponsors will provide management and financial advisory services until 2018.  These agreements require management fees to be paid to such affiliates of the Sponsors for such services at a rate not greater than $15.0 million per year, plus reimbursable expenses.  For the years ended December 31, 2012, 2011 and 2010, the Company recognized management fees and reimbursable expenses of $15.9 million, $15.7 million and $17.1 million, respectively.

Stock Purchases

On August 9, 2010, Clear Channel announced that its board of directors approved a stock purchase program under which Clear Channel or its subsidiaries may purchase up to an aggregate of $100.0 million of the Class A common stock of CCMH and/or the Class A common stock of CCOH. The stock purchase program does not have a fixed expiration date and may be modified, suspended or terminated at any time at Clear Channel’s discretion. During 2011, CC Finco purchased 1,553,971 shares of CCOH’s Class A common stock through open market purchases for approximately $16.4 million.  During 2012, CC Finco purchased 111,291 shares of CCMH’s Class A common stock for $692,887.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16 – GUARANTOR SUBSIDIARIES

The Company and certain of Clear Channel’s direct and indirect wholly-owned domestic subsidiaries (the “Guarantor Subsidiaries”) fully and unconditionally guaranteed on a joint and several basis certain of Clear Channel’s outstanding indebtedness.  The following consolidating schedules present financial information on a combined basis in conformity with the SEC’s Regulation S-X Rule 3-10(d):

(In thousands)		December 31, 2012
		Parent		Subsidiary		Guarantor		Non-Guarantor
		Company		Issuer		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Cash and cash equivalents		$	-	$	11	$	333,768	$	891,231	$	-	$	1,225,010
Accounts receivable, net of allowance			-		-		678,448		745,551		-		1,423,999
Intercompany receivables (1)			37,822		3,995,170		166,019		-		(4,199,011)		-
Prepaid expenses			2,397		-		33,190		142,003		-		177,590
Other current assets			-		36,446		69,518		275,974		(214,730)		167,208
	Total Current Assets		40,219		4,031,627		1,280,943		2,054,759		(4,413,741)		2,993,807
Property, plant and equipment, net			-		-		827,623		2,209,231		-		3,036,854
Indefinite-lived intangibles - licenses			-		-		2,423,979		-		-		2,423,979
Indefinite-lived intangibles - permits			-		-		-		1,070,720		-		1,070,720
Definite-lived intangibles, net			-		-		1,174,818		565,974		-		1,740,792
Goodwill			-		-		3,350,083		866,002		-		4,216,085
Intercompany notes receivable			-		962,000		-		-		(962,000)		-
Long-term intercompany receivable			-		-		-		729,157		(729,157)		-
Investment in subsidiaries			(8,574,081)		3,848,000		552,184		-		4,173,897		-
Other assets			-		115,188		333,607		842,377		(480,696)		810,476
	Total Assets	$	(8,533,862)	$	8,956,815	$	9,943,237	$	8,338,220	$	(2,411,697)	$	16,292,713
Accounts payable		$	-	$	-	$	37,436	$	98,882	$	-	$	136,318
Accrued expenses			(1,732)		(103,240)		319,466		558,469		-		772,963
Accrued interest			-		210,874		-		(113)		(30,189)		180,572
Intercompany payable (1)			-		-		4,032,992		166,019		(4,199,011)		-
Current portion of long-term debt			-		372,321		-		9,407		-		381,728
Deferred income			-		-		62,901		109,771		-		172,672
Other current liabilities			-		76,939		-		60,950		-		137,889
	Total Current Liabilities		(1,732)		556,894		4,452,795		1,003,385		(4,229,200)		1,782,142
Long-term debt			-		16,310,694		4,000		4,935,388		(884,713)		20,365,369
Long-term intercompany payable			-		729,157		-		-		(729,157)		-
Intercompany long-term debt			-		-		962,000		-		(962,000)		-
Deferred income taxes			(13,556)		(94,322)		1,089,659		705,935		2,160		1,689,876
Other long-term liabilities			-		28,473		182,142		239,902		-		450,517
Total member's interest (deficit)			(8,518,574)		(8,574,081)		3,252,641		1,453,610		4,391,213		(7,995,191)
	Total Liabilities and Member's Equity	$	(8,533,862)	$	8,956,815	$	9,943,237	$	8,338,220	$	(2,411,697)	$	16,292,713

(1)The intercompany payable balance includes approximately $7.3 billion of designated amounts of borrowing under the senior secured credit facilities by certain Guarantor Subsidiaries that are Co-Borrowers and primary obligors thereunder with respect to these amounts.  These amounts were incurred by the Co-Borrowers at the time of the closing of the merger, but were funded and will be repaid through accounts of the Subsidiary Issuer.  The intercompany receivables balance includes the amount of such borrowings, which are required to be repaid to the lenders under the senior secured credit facilities by the Guarantor Subsidiaries as Co-Borrowers and primary obligors thereunder.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands)		December 31, 2011
		Parent		Subsidiary		Guarantor		Non-Guarantor
		Company		Issuer		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Cash and cash equivalents		$	-	$	1	$	461,572	$	767,109	$	-	$	1,228,682
Accounts receivable, net of allowance			-		-		694,548		704,587		-		1,399,135
Intercompany receivables (1)			30,270		4,824,634		-		-		(4,854,904)		-
Prepaid expenses			2,251		-		25,944		133,122		-		161,317
Other current assets			-		46,018		81,620		144,573		(76,060)		196,151
	Total Current Assets		32,521		4,870,653		1,263,684		1,749,391		(4,930,964)		2,985,285
Property, plant and equipment, net			-		-		815,245		2,248,082		-		3,063,327
Indefinite-lived intangibles - licenses			-		-		2,411,367		-		-		2,411,367
Indefinite-lived intangibles - permits			-		-		-		1,105,704		-		1,105,704
Other intangibles, net			-		-		1,389,935		627,825		-		2,017,760
Goodwill			-		-		3,325,771		860,947		-		4,186,718
Intercompany notes receivable			-		962,000		-		-		(962,000)		-
Long-term intercompany receivable			-		-		-		656,040		(656,040)		-
Investment in subsidiaries			(8,342,987)		5,234,229		2,844,451		-		264,307		-
Other assets			-		167,337		254,435		907,567		(557,461)		771,878
	Total Assets	$	(8,310,466)	$	11,234,219	$	12,304,888	$	8,155,556	$	(6,842,158)	$	16,542,039
Accounts payable		$	-	$	-	$	26,119	$	95,456	$	-	$	121,575
Accrued expenses			(641)		(61,478)		266,249		531,022		-		735,152
Accrued interest			-		189,144		(1)		2,277		(31,059)		160,361
Intercompany payable (1)			-		-		4,743,944		110,960		(4,854,904)		-
Current portion of long-term debt			-		243,927		905		23,806		-		268,638
Deferred income			-		-		50,416		92,820		-		143,236
	Total Current Liabilities		(641)		371,593		5,087,632		856,341		(4,885,963)		1,428,962
Long-term debt			-		18,305,183		3,321		2,522,103		(892,076)		19,938,531
Long-term intercompany payable			-		655,930		110		-		(656,040)		-
Intercompany long-term debt			-		-		962,000		-		(962,000)		-
Deferred income taxes			(13,845)		39,173		1,055,533		858,908		(1,170)		1,938,599
Other long-term liabilities			-		205,327		220,546		282,015		-		707,888
Total member's interest (deficit)			(8,295,980)		(8,342,987)		4,975,746		3,636,189		555,091		(7,471,941)
	Total Liabilities and Member's Equity	$	(8,310,466)	$	11,234,219	$	12,304,888	$	8,155,556	$	(6,842,158)	$	16,542,039

(1)The intercompany payable balance includes approximately $7.3 billion of designated amounts of borrowing under the senior secured credit facilities by certain Guarantor Subsidiaries that are Co-Borrowers and primary obligors thereunder with respect to these amounts.  These amounts were incurred by the Co-Borrowers at the time of the closing of the merger, but were funded and will be repaid through accounts of the Subsidiary Issuer.  The intercompany receivables balance includes the amount of such borrowings, which are required to be repaid to the lenders under the senior secured credit facilities by the Guarantor Subsidiaries as Co-Borrowers and primary obligors thereunder.

115

(In thousands)		Year Ended December 31, 2012
		Parent		Subsidiary		Guarantor		Non-Guarantor
		Company		Issuer		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Revenue		$	-	$	-	$	3,288,779	$	2,974,108	$	(16,003)	$	6,246,884
Operating expenses:
	Direct operating expenses		-		-		883,190		1,621,341		(7,981)		2,496,550
	Selling, general and administrative expenses		-		-		1,090,006		591,463		(8,022)		1,673,447
	Corporate expenses		10,829		-		171,771		105,428		-		288,028
	Depreciation and amortization		-		-		328,633		400,652		-		729,285
	Impairment charge		-		-		-		37,651		-		37,651
	Other operating income (expense) – net		-		-		(2,825)		50,952		-		48,127
Operating income (loss)			(10,829)		-		812,354		268,525		-		1,070,050
Interest (income) expense – net			-		1,307,703		23,143		139,824		78,353		1,549,023
Loss on marketable securities			-		(1)		(2,001)		(2,578)		-		(4,580)
Equity in earnings (loss) of nonconsolidated affiliates			(329,817)		492,819		(174,774)		19,464		10,865		18,557
Loss on debt extinguishment			-		(33,652)		-		(221,071)		-		(254,723)
Other income (expense) – net			-		(1)		3,960		5,743		(9,452)		250
Income (loss) before income taxes			(340,646)		(848,538)		616,396		(69,741)		(76,940)		(719,469)
Income tax benefit (expense)			3,972		518,721		(246,380)		31,966		-		308,279
Consolidated net income (loss)			(336,674)		(329,817)		370,016		(37,775)		(76,940)		(411,190)
	Less amount attributable to noncontrolling interest		-		-		(10,613)		23,902		-		13,289
Net income (loss) attributable to the Company		$	(336,674)	$	(329,817)	$	380,629	$	(61,677)	$	(76,940)	$	(424,479)
Other comprehensive income    (loss), net of tax:
	Foreign currency translation adjustments		-		-		(399)		40,641		-		40,242
	Unrealized gain (loss) on securities and derivatives:
	Unrealized holding gain (loss) on marketable securities		-		-		25,676		(8,151)		5,578		23,103
	Unrealized holding loss on cash flow derivatives		-		52,112		-		-		-		52,112
	Reclassification adjustment		2		(2)		-		3,180		-		3,180
	Equity in subsidiary comprehensive income (loss)		107,179		55,069		33,967		-		(196,215)		-
Comprehensive income (loss)			(229,493)		(222,638)		439,873		(26,007)		(267,577)		(305,842)
	Less amount attributable to noncontrolling interest		-		-		4,175		1,703		-		5,878
Comprehensive income (loss) attributable to the Company		$	(229,493)	$	(222,638)	$	435,698	$	(27,710)	$	(267,577)	$	(311,720)

116

(In thousands)			Year Ended December 31, 2011
			Parent		Subsidiary		Guarantor		Non-Guarantor
			Company		Issuer		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Revenue			$	-	$	-	$	3,121,308	$	3,059,676	$	(19,632)	$	6,161,352
	Operating expenses:
	Direct operating expenses			-		-		849,834		1,660,786		(6,584)		2,504,036
	Selling, general and administrative expenses			-		-		1,062,726		567,580		(13,048)		1,617,258
	Corporate expenses			10,878		-		125,964		90,254		-		227,096
	Depreciation and amortization			-		-		327,240		436,066		-		763,306
	Impairment charges			-		-		-		7,614		-		7,614
	Other operating income – net			-		-		4,091		8,591		-		12,682
Operating income (loss)				(10,878)		-		759,635		305,967		-		1,054,724
Interest expense – net				13		1,360,995		2,370		27,321		75,547		1,466,246
Loss on marketable securities				-		-		-		(4,827)		-		(4,827)
Equity in earnings (loss) of nonconsolidated affiliates				(223,915)		629,915		54,407		26,987		(460,436)		26,958
Loss on debt extinguishment				-		(5,721)		(1)		-		4,275		(1,447)
Other income (expense) – net				(1)		1		590		(3,759)		-		(3,169)
Income (loss) before income taxes				(234,807)		(736,800)		812,261		297,047		(531,708)		(394,007)
Income tax benefit (expense)				3,985		512,885		(274,930)		(115,962)		-		125,978
Consolidated net income (loss)				(230,822)		(223,915)		537,331		181,085		(531,708)		(268,029)
	Less amount attributable to noncontrolling interest			-		-		13,792		20,273		-		34,065
Net income (loss) attributable to the Company			$	(230,822)	$	(223,915)	$	523,539	$	160,812	$	(531,708)	$	(302,094)
Other comprehensive income (loss), net of tax:
	Foreign currency translation adjustments			-		-		1,267		(30,914)		-		(29,647)
	Unrealized gain (loss) on securities and derivatives:
		Unrealized holding gain (loss) on marketable securities		-		-		4,610		(2,874)		(1,960)		(224)
		Unrealized holding loss on cash flow derivatives		-		33,775		-		-		-		33,775
	Reclassification adjustment			-		-		-		3,787		-		3,787
	Equity in subsidiary comprehensive income (loss)			5,518		(28,257)		(38,702)		-		61,441		-
Comprehensive income (loss)				(225,304)		(218,397)		490,714		130,811		(472,227)		(294,403)
	Less amount attributable to noncontrolling interest			-		-		(4,594)		8,918		-		4,324
Comprehensive income (loss) attributable to the Company			$	(225,304)	$	(218,397)	$	495,308	$	121,893	$	(472,227)	$	(298,727)

CLEAR CHANNEL CAPITAL I, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands)			Year Ended December 31, 2010
			Parent		Subsidiary		Guarantor		Non-Guarantor
			Company		Issuer		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Revenue			$	-	$	-	$	3,044,866	$	2,824,400	$	(3,581)	$	5,865,685
Operating expenses:
	Direct operating expenses			-		-		818,001		1,564,515		(869)		2,381,647
	Selling, general and administrative expenses			-		-		1,060,262		512,662		(2,712)		1,570,212
	Corporate expenses			12,274		28		164,144		107,596		-		284,042
	Depreciation and amortization			-		-		317,761		415,108		-		732,869
	Impairment charges			-		-		3,871		11,493		-		15,364
	Other operating income – net			-		-		7,043		(23,753)		-		(16,710)
Operating income (loss)				(12,274)		(28)		687,870		189,273		-		864,841
Interest expense – net				17		1,415,932		379		40,198		76,815		1,533,341
Loss on marketable securities				-		-		-		(6,490)		-		(6,490)
Equity in earnings (loss) of nonconsolidated affiliates				(454,779)		428,976		(80,040)		5,749		105,796		5,702
Loss on debt extinguishment				-		-		-		-		60,289		60,289
Other income (expense) – net				(1)		(1)		(2,496)		(11,336)		-		(13,834)
Income (loss) before income taxes				(467,071)		(986,985)		604,955		136,998		89,270		(622,833)
Income tax benefit (expense)				4,508		532,206		(283,171)		(93,563)		-		159,980
Consolidated net income (loss)				(462,563)		(454,779)		321,784		43,435		89,270		(462,853)
	Less amount attributable to noncontrolling interest			-		-		5,130		11,106		-		16,236
Net income (loss) attributable to the Company			$	(462,563)	$	(454,779)	$	316,654	$	32,329	$	89,270	$	(479,089)
Other comprehensive income (loss), net of tax:
	Foreign currency translation adjustments			-		-		(903)		27,204		-		26,301
	Unrealized gain (loss) on securities and derivatives:
		Unrealized holding gain (loss) on marketable securities		-		-		24,996		(7,809)		-		17,187
		Unrealized holding loss on cash flow derivatives		-		15,112		-		-		-		15,112
	Reclassification adjustment			-		-		-		14,750		-		14,750
	Equity in subsidiary comprehensive income (loss)			64,493		49,381		26,528		-		(140,402)		-
Comprehensive income (loss)				(398,070)		(390,286)		367,275		66,474		(51,132)		(405,739)
	Less amount attributable to noncontrolling interest			-		-		1,240		7,617		-		8,857
Comprehensive income (loss) attributable to the Company			$	(398,070)	$	(390,286)	$	366,035	$	58,857	$	(51,132)	$	(414,596)

CLEAR CHANNEL CAPITAL I, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands)		Year Ended December 31, 2012
		Parent		Subsidiary		Guarantor		Non-Guarantor
		Company		Issuer		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Cash flows from operating activities:
Consolidated net income (loss)		$	(336,674)	$	(329,817)	$	370,016	$	(37,775)	$	(76,940)	$	(411,190)
Reconciling items:
	Impairment charges		-		-		-		37,651		-		37,651
	Depreciation and amortization		-		-		328,633		400,652		-		729,285
	Deferred taxes		289		(164,738)		20,143		(160,305)		-		(304,611)
	Provision for doubtful accounts		-		-		4,459		7,256		-		11,715
	Amortization of deferred financing charges and    note discounts, net		-		196,549		(7,534)		(103,271)		78,353		164,097
	Share-based compensation		-		-		17,951		10,589		-		28,540
	Gain (loss) on disposal of operating assets		-		-		2,825		(50,952)		-		(48,127)
	Loss on marketable securities		-		1		2,001		2,578		-		4,580
	Equity in (earnings) loss of nonconsolidated    affiliates		329,817		(492,819)		174,774		(19,464)		(10,865)		(18,557)
	Loss on extinguishment of debt		-		33,652		-		221,071		-		254,723
	Other reconciling items – net		-		-		(7,623)		25,423		-		17,800
Changes in operating assets and liabilities, net of    effects of acquisitions and dispositions:
	(Increase) decrease in accounts receivable		-		-		12,256		(46,494)		-		(34,238)
	Increase in accrued expenses		-		-		9,432		25,442		-		34,874
	Increase (decrease) in accounts payable    and other liabilities		-		(17,783)		(25,854)		24,589		-		(19,048)
	Increase (decrease) in accrued interest		-		21,731		-		(2,377)		869		20,223
	Increase in deferred income		-		-		9,521		23,961		-		33,482
	Changes in other operating assets and liabilities		(1,237)		(41,762)		20,915		10,452		(869)		(12,501)
Net cash provided by (used for) operating activities			(7,805)		(794,986)		931,915		369,026		(9,452)		488,698
Cash flows from investing activities:
	Proceeds from maturity of Clear Channel notes		-		-		-		50,149		(50,149)		-
	Purchases of businesses		-		-		(45,395)		(4,721)		-		(50,116)
	Purchases of property, plant and equipment		-		-		(114,023)		(276,257)		-		(390,280)
	Proceeds from disposal of assets		-		-		3,223		56,442		-		59,665
	Purchases of other operating assets		-		-		(9,107)		(5,719)		-		(14,826)
	Change in other – net		-		1,925,661		1,918,909		(4,857)		(3,841,177)		(1,464)
Net cash provided by (used for) investing activities			-		1,925,661		1,753,607		(184,963)		(3,891,326)		(397,021)
Cash flows from financing activities:
	Draws on credit facilities		-		602,500		-		2,063		-		604,563
	Payments on credit facilities		-		(1,928,051)		-		(3,368)		-		(1,931,419)
	Intercompany funding		10,401		903,857		(896,192)		(18,066)		-		-
	Proceeds from long-term debt		-		-		-		4,917,643		-		4,917,643
	Payments on long-term debt		-		(695,342)		(927)		(2,700,786)		50,149		(3,346,906)
	Dividends paid		-		-		(1,916,207)		(2,179,849)		3,851,322		(244,734)
	Deferred financing charges		-		(13,629)		-		(69,988)		-		(83,617)
	Change in other – net		(2,596)		-		-		(7,590)		(693)		(10,879)
Net cash provided by (used for) financing activities			7,805		(1,130,665)		(2,813,326)		(59,941)		3,900,778		(95,349)
Net increase (decrease) in cash and cash equivalents			-		10		(127,804)		124,122		-		(3,672)
Cash and cash equivalents at beginning of period			-		1		461,572		767,109		-		1,228,682
Cash and cash equivalents at end of period		$	-	$	11	$	333,768	$	891,231	$	-	$	1,225,010

CLEAR CHANNEL CAPITAL I, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands)		Year Ended December 31, 2011
		Parent		Subsidiary		Guarantor		Non-Guarantor
		Company		Issuer		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Cash flows from operating activities:
Consolidated net income (loss)		$	(230,822)	$	(223,915)	$	537,331	$	181,085	$	(531,708)	$	(268,029)
Reconciling items:
	Impairment charges		-		-		-		7,614		-		7,614
	Depreciation and amortization		-		-		327,240		436,066		-		763,306
	Deferred taxes		(1,180)		(249,392)		109,795		(3,167)		-		(143,944)
	Provision for doubtful accounts		-		-		7,604		6,119		-		13,723
	Amortization of deferred financing charges    and note discounts, net		-		222,908		(6,144)		(104,277)		75,547		188,034
	Share-based compensation		-		-		9,754		10,913		-		20,667
	Gain on disposal of operating assets		-		-		(4,091)		(8,591)		-		(12,682)
	Loss on marketable securities		-		-		-		4,827		-		4,827
	Equity in (earnings) loss of nonconsolidated    affiliates		223,915		(629,915)		(54,407)		(26,987)		460,436		(26,958)
	Loss on extinguishment of debt		-		5,721		1		-		(4,275)		1,447
	Other reconciling items – net		-		-		1,083		15,037		-		16,120
Changes in operating assets and liabilities, net    of effects of acquisitions and dispositions:
	(Increase) decrease in accounts receivable		-		-		(13,090)		5,255		-		(7,835)
	Decrease in accrued expenses		-		(4,341)		(93,854)		(29,047)		-		(127,242)
	Increase (decrease) in accounts payable    and other liabilities		-		-		(52,995)		37,864		-		(15,131)
	Increase in accrued interest		-		16,866		20,813		1,127		364		39,170
	Decrease in deferred income		-		-		(427)		(10,349)		-		(10,776)
	Changes in other operating assets and liabilities		(125)		26,946		(78,254)		(16,556)		(364)		(68,353)
Net cash provided by (used for) operating    activities			(8,212)		(835,122)		710,359		506,933		-		373,958
Cash flows from investing activities:
	Proceeds from maturity of Clear Channel notes		-		-		-		167,022		(167,022)		-
	Proceeds from sale of other investments		-		-		(700)		7,594		-		6,894
	Purchases of businesses		-		-		(207)		(46,149)		-		(46,356)
	Purchases of property, plant and equipment		-		-		(69,650)		(292,631)		-		(362,281)
	Proceeds from disposal of assets		-		-		41,387		12,883		-		54,270
	Purchases of other operating assets		-		-		(6,201)		(14,794)		-		(20,995)
	Investment in Clear Channel notes		-		-		-		(55,250)		55,250		-
	Change in other – net		-		-		69		(16,761)		17,074		382
Net cash provided by (used for) investing    activities			-		-		(35,302)		(238,086)		(94,698)		(368,086)
Cash flows from financing activities:
	Draws on credit facilities		-		55,000		-		-		-		55,000
	Payments on credit facilities		-		(956,181)		-		(4,151)		-		(960,332)
	Intercompany funding		8,518		1,486,401		(1,414,366)		(80,553)		-		-
	Proceeds from long-term debt		-		1,724,650		1,604		5,012		-		1,731,266
	Payments on long-term debt		-		(1,428,051)		(22,155)		(115,115)		167,022		(1,398,299)
	Repurchase of long-term debt		-		-		-		-		(55,250)		(55,250)
	Deferred financing charges		-		(46,697)		38		-		-		(46,659)
	Change in other – net		(306)		-		1,032		(7,494)		(17,074)		(23,842)
Net cash provided by (used for) financing    activities			8,212		835,122		(1,433,847)		(202,301)		94,698		(698,116)
Net increase (decrease) in cash and cash    equivalents			-		-		(758,790)		66,546		-		(692,244)
Cash and cash equivalents at beginning of period			-		1		1,220,362		700,563		-		1,920,926
Cash and cash equivalents at end of period		$	-	$	1	$	461,572	$	767,109	$	-	$	1,228,682

120

CLEAR CHANNEL CAPITAL I, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands)		Year Ended December 31, 2010
		Parent		Subsidiary		Guarantor		Non-Guarantor
		Company		Issuer		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Cash flows from operating activities:
Consolidated net income (loss)		$	(462,563)	$	(454,779)	$	321,784	$	43,435	$	89,270	$	(462,853)
Reconciling items:
	Impairment charges		-		-		3,871		11,493		-		15,364
	Depreciation and amortization		-		-		317,761		415,108		-		732,869
	Deferred taxes		(1,445)		(250,630)		56,272		(15,377)		-		(211,180)
	Provision for doubtful accounts		-		-		14,312		8,806		-		23,118
	Amortization of deferred financing    charges and note discounts, net		-		251,590		(3,908)		(109,547)		76,815		214,950
	Share-based compensation		-		-		22,200		12,046		-		34,246
	(Gain) loss on sale of operating assets		-		-		(7,043)		23,753		-		16,710
	Loss on marketable securities		-		-		-		6,490		-		6,490
	Equity in (earnings) loss of nonconsolidated    affiliates		454,779		(428,976)		80,040		(5,749)		(105,796)		(5,702)
	Loss on extinguishment of debt		-		-		-		-		(60,289)		(60,289)
	Other reconciling items - net		-		-		(149)		26,239		-		26,090
Changes in operating assets and liabilities, net    of effects of acquisitions and dispositions:
	Increase in accounts receivable		-		-		(73,082)		(46,778)		-		(119,860)
	(Increase) decrease in Federal income    taxes receivable		4,187		382,024		(304,098)		50,196		-		132,309
	Increase in accrued expenses		-		-		71,525		45,907		-		117,432
	Increase (decrease) in accounts payable    and other liabilities		-		-		(11,740)		4,816		-		(6,924)
	Increase (decrease) in accrued interest		-		131,055		-		243		(44,245)		87,053
	Increase (decrease) in deferred income		-		-		8,024		(7,228)		-		796
	Changes in other operating assets and liabilities		(547)		(79,835)		34,229		43,662		44,245		41,754
Net cash provided by (used for) operating activities			(5,589)		(449,551)		529,998		507,515		-		582,373
Cash flows from investing activities:
	Investment in Clear Channel notes		-		-		(125,000)		-		125,000		-
	Proceeds from maturity of Clear Channel notes		-		-		-		10,025		(10,025)		-
	Proceeds from other investments		-		-		-		18,700		(17,500)		1,200
	Purchases of property, plant and equipment		-		-		(45,868)		(195,596)		-		(241,464)
	Proceeds from disposal of assets		-		-		20,884		7,753		-		28,637
	Purchases of other operating assets		-		-		(14,269)		(1,841)		-		(16,110)
	Change in other – net		-		-		35,325		(12,335)		(35,450)		(12,460)
Net cash provided by (used for) investing    activities			-		-		(128,928)		(173,294)		62,025		(240,197)
Cash flows from financing activities:
	Draws on credit facilities		-		194,000		-		4,670		-		198,670
	Payments on credit facilities		-		(105,500)		-		(47,095)		-		(152,595)
	Intercompany funding		2,975		605,939		(439,697)		(169,217)		-		-
	Proceeds from long-term debt		-		138,795		-		6,844		-		145,639
	Payments on long-term debt		-		(383,682)		(4)		(13,211)		27,525		(369,372)
	Repurchases of long-term debt		-		-		-		-		(125,000)		(125,000)
	Change in other - net		2,614		-		-		(40,650)		35,450		(2,586)
Net cash provided by (used for) financing activities			5,589		449,552		(439,701)		(258,659)		(62,025)		(305,244)
Net increase (decrease) in cash and cash equivalents			-		1		(38,631)		75,562		-		36,932
Cash and cash equivalents at beginning of period			-		-		1,258,993		625,001		-		1,883,994
Cash and cash equivalents at end of period		$	-	$	1	$	1,220,362	$	700,563	$	-	$	1,920,926

121

CLEAR CHANNEL CAPITAL I, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ITEM 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not Applicable

ITEM 9A.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, we have carried out an evaluation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).  Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2012 to ensure that information we are required to disclose in reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC and is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting.  The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and preparation of the Company’s financial statements for external purposes in accordance with generally accepted accounting principles.

As of December 31, 2012, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based on the assessment, management determined that the Company maintained effective internal control over financial reporting as of December 31, 2012, 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 over financial reporting as of December 31, 2012.  The report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2012, is included in this Item under the heading “Report of Independent Registered Public Accounting Firm.”

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

122

Report of Independent Registered Public Accounting Firm

The Member
Clear Channel Capital I, LLC

We have audited Clear Channel Capital I, LLC and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’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 reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, 2012 and 2011, and the related consolidated statements of comprehensive loss, changes in member’s deficit and cash flows for each of the three years in the period ended December 31, 2012 and our report dated February 19, 2013 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

San Antonio, Texas
February 19, 2013

123

ITEM 9B.  Other Information

Not Applicable

124

PART III

ITEM 10.  Directors, Executive Officers and Corporate 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 Stockholder Matters

Intentionally omitted in accordance with General Instruction I(2)(c) of Form 10-K.

ITEM 13.  Certain Relationships and Related Transactions, and Director Independence

Intentionally omitted in accordance with General Instruction I(2)(c) of Form 10-K.

ITEM 14.  Principal Accounting Fees and Services

                Fees are incurred by CCMH for both the CCMH and Clear Channel audit services and are not allocated between the two companies. The following fees for services provided by Ernst & Young LLP were incurred by CCMH with respect to the years ended December 31, 2012 and 2011:

	Year Ended December 31,
(In thousands)	2012	2011
Audit fees (a)…………………………………………………...	$5,448	$5,038
Audit-related fees (b)…………………………………………...	9	2
Tax fees (c)……………………………………………………..	929	572
All other fees (d)………………………………………………..	44	461
Total fees for services…………………………………..	$6,430	$6,073

(a)     Audit fees include professional services rendered for the audit of annual financial statements and reviews of quarterly financial statements.  This category also includes fees for statutory audits required internationally, services associated with documents filed with the SEC and in connection with securities offerings and private placements, work performed by tax professionals in connection with the audit or quarterly reviews, and accounting consultation and research work necessary to comply with financial reporting and accounting standards.

(b)     Audit-related fees include assurance and related services not reported under annual audit fees that reasonably relate to the performance of the audit or review of our financial statements and are not reported under Audit Fees, including attest and agreed-upon procedures services not required by statute or regulations, information systems reviews, due diligence related to mergers and acquisitions and employee benefit plan audits required internationally.  

(c)     Tax fees include professional services rendered for tax compliance and tax planning advice provided domestically and internationally, except those provided in connection with the audit or quarterly reviews.  Of the $929,056  in tax fees with respect to 2012 and the $572,257 in tax fees with respect to 2011, $153,672 and $195,308, respectively, was related to tax compliance services. 

(d)     All other fees include fees for products and services other than those in the above three categories.  This category includes permitted corporate finance services and certain advisory services.

The Audit Committees of CCMH and Clear Channel have jointly considered whether Ernst & Young LLP’s provision of non-audit services is compatible with maintaining Ernst & Young LLP’s independence.

The Audit Committees jointly pre-approve all audit and permitted non-audit services (including the fees and terms thereof) to be performed by the independent auditor. The chairperson of the Audit Committees may represent the Audit Committees jointly for the purposes of pre-approving permissible non-audit services, provided that the decision to pre-approve any service is disclosed to the Audit Committees no later than their next scheduled meetings.

126

PART IV

ITEM 15.  Exhibits and Financial Statement Schedules

(a)1.  Financial Statements.

The following consolidated financial statements are included in Item 8:

Consolidated Balance Sheets as of December 31, 2012 and 2011.

Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2012, 2011 and 2010.

Consolidated Statements of Changes in Member’s Deficit for the Years Ended December 31, 2012, 2011 and 2010.

Consolidated Statements of Cash Flows for the Years Ended December 31, 2012, 2011 and 2010.

Notes to Consolidated Financial Statements

(a)2. Financial Statement Schedule.

The following financial statement schedule for the years ended December 31, 2012, 2011 and 2010 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 schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted.

127

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

Allowance for Doubtful Accounts

(In thousands)				Charges
		Balance at		to Costs,		Write-off				Balance
		Beginning		Expenses		of Accounts				at End of
Description		of period		and other		Receivable		Other (1)		Period
Year ended December 31, 2010	$	71,650	$	23,023	$	20,731	$	718	$	74,660
Year ended December 31, 2011	$	74,660	$	13,723	$	27,345	$	2,060	$	63,098
Year ended December 31, 2012	$	63,098	$	11,715	$	14,082	$	(4,814)	$	55,917

(1)Primarily foreign currency adjustments and acquisition and/or divestiture activity.

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

Deferred Tax Asset Valuation Allowance

(In thousands)				Charges
		Balance at		to Costs,						Balance
		Beginning		Expenses						at end of
Description		of Period		and other (1)		Utilization		Adjustments (2)		Period
Year ended December 31, 2010	$	3,854	$	13,580	$	-	$	-	$	17,434
Year ended December 31, 2011	$	17,434	$	-	$	-	$	(3,257)	$	14,177
Year ended December 31, 2012	$	14,177	$	-	$	-	$	(1,865)	$	12,312

(1)During 2010, the Company recorded a valuation allowance on certain capital allowance deferred tax assets due to the uncertainty of the ability to utilize those assets in future periods.

(2)During 2011 and 2012, the Company adjusted certain valuation allowances as a result of changes in tax rates in certain jurisdictions and changes to the net deferred tax liabilities.

(a)3. Exhibits.

Exhibit Number	Description
2.1	Agreement and Plan of Merger among BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC and Clear Channel Communications, Inc., dated as of November 16, 2006 (Incorporated by reference to Exhibit 2.1 to the Clear Channel Communications, Inc. Current Report on Form 8-K filed November 16, 2006).
2.2	Amendment No. 1, dated April 18, 2007, to the Agreement and Plan of Merger, dated as of November 16, 2006, by and among BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC and Clear Channel Communications, Inc. (Incorporated by reference to Exhibit 2.1 to the Clear Channel Communications, Inc. Current Report on Form 8-K filed April 19, 2007).
2.3	Amendment No. 2, dated May 17, 2007, to the Agreement and Plan of Merger, dated as of November 16, 2006, by and among BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, BT Triple Crown Holdings III, Inc. and Clear Channel Communications, Inc., as amended (Incorporated by reference to Exhibit 2.1 to the Clear Channel Communications, Inc. Current Report on Form 8-K filed May 18, 2007).
2.4	Amendment No. 3, dated May 13, 2008, to the Agreement and Plan of Merger, dated as of November 16, 2006, by and among BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, CC Media Holdings, Inc. and Clear Channel Communications, Inc. (Incorporated by reference to Exhibit 2.1 to the Clear Channel Communications, Inc. Current Report on Form 8-K filed May 14, 2008).
3.1	Restated Articles of Incorporation, as amended, of Clear Channel Communications, Inc. (Incorporated by reference to Exhibit 3.1.1 to the Clear Channel Communications, Inc. Registration Statement on Form S-4 (File No. 333-158279) filed March 30, 2009).
3.2	Seventh Amended and Restated Bylaws, as amended, of Clear Channel Communications, Inc. (Incorporated by reference to Exhibit 3.2 to the Clear Channel Communications, Inc. Annual Report on Form 10-K for the year ending December 31, 2007).
4.1	Senior Indenture dated October 1, 1997, by and between Clear Channel Communications, Inc. and The Bank of New York, as Trustee (Incorporated by reference to Exhibit 4.2 to the Clear Channel Communications, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 1997).
4.2	Third Supplemental Indenture dated June 16, 1998 to Senior Indenture dated October 1, 1997, by and between Clear Channel Communications, Inc. and The Bank of New York, as Trustee (Incorporated by reference to Exhibit 4.2 to the Clear Channel Communications, Inc. Current Report on Form 8-K filed August 28, 1998).
4.3	Eleventh Supplemental Indenture dated January 9, 2003, to Senior Indenture dated October 1, 1997, by and between Clear Channel Communications, Inc. and The Bank of New York, as Trustee (Incorporated by reference to Exhibit 4.17 to the Clear Channel Communications, Inc. Annual Report on Form 10-K for the year ended December 31, 2002).
4.4	Fourteenth Supplemental Indenture dated May 21, 2003, to Senior Indenture dated October 1, 1997, by and between Clear Channel Communications, Inc. and The Bank of New York, as Trustee (Incorporated by reference to Exhibit 99.3 to the Clear Channel Communications, Inc. Current Report on Form 8-K filed May 22, 2003).
4.5	Seventeenth Supplemental Indenture dated September 20, 2004, to Senior Indenture dated October 1, 1997, by and between Clear Channel Communications, Inc. and The Bank of New York, as Trustee (Incorporated by reference to Exhibit 10.1 to the Clear Channel Communications, Inc. Current Report on Form 8-K filed September 21, 2004).
4.6	Nineteenth Supplemental Indenture dated December 16, 2004, to Senior Indenture dated October 1, 1997, by and between Clear Channel Communications, Inc. and The Bank of New York, as Trustee (Incorporated by reference to Exhibit 10.1 to the Clear Channel Communications, Inc. Current Report on Form 8-K filed December 17, 2004).
4.7	Indenture, dated July 30, 2008, by and among BT Triple Crown Merger Co., Inc., Law Debenture Trust Company of New York, Deutsche Bank Trust Company Americas and Clear Channel Communications, Inc. (as the successor-in-interest to BT Triple Crown Merger Co., Inc. following the effectiveness of the Merger) (Incorporated by reference to Exhibit 10.22 to the CC Media Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2009).
4.8	Supplemental Indenture, dated July 30, 2008, by and among Clear Channel Capital I, LLC, certain subsidiaries of Clear Channel Communications, Inc. party thereto and Law Debenture Trust Company of New York (Incorporated by reference to Exhibit 10.17 to the CC Media Holdings, Inc. Current Report on Form 8-K filed on July 30, 2008).
4.9	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 (Incorporated by reference to Exhibit 10.24 to the CC Media Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2009).
4.10	Indenture, dated as of February 23, 2011, among Clear Channel Communications, Inc., Clear Channel Capital I, LLC, the other guarantors party thereto, Wilmington Trust FSB, as Trustee, and the other agents party thereto (Incorporated by reference to Exhibit 4.1 to the Clear Channel Communications, Inc. Current Report on Form 8-K filed on February 24, 2011).
4.11	Supplemental Indenture, dated as of June 14, 2011, among Clear Channel Communications, Inc. and Wilmington Trust FSB, as Trustee (Incorporated by reference to Exhibit 4.1 to the Clear Channel Communications, Inc. Current Report on Form 8-K filed on June 14, 2011).
4.12	Indenture, dated as of October 25, 2012, among Clear Channel Communications, Inc., Clear Channel Capital I, LLC, as guarantor, the other guarantors party thereto, U.S. Bank National Association, as trustee, and Deutsche Bank Trust Company Americas, as collateral agent (Incorporated by reference to Exhibit 4.1 to the Clear Channel Communications, Inc. Current Report on Form 8-K filed October 25, 2012).
4.13	Registration Rights Agreement, dated as of October 25, 2012, by and among Clear Channel Communications, Inc., Clear Channel Capital I, LLC, as guarantor, certain subsidiary guarantors named therein and the dealer managers named therein (Incorporated by reference to Exhibit 4.3 to the Clear Channel Communications, Inc. Current Report on Form 8-K filed October 25, 2012).
4.14	Indenture with respect to 9.25% Series A Senior Notes due 2017, dated as of December 23, 2009, by and among Clear Channel Worldwide Holdings, Inc., Clear Channel Outdoor Holdings, Inc., Clear Channel Outdoor, Inc., U.S. Bank National Association and the guarantors party thereto (Incorporated by reference to Exhibit 4.17 to the Clear Channel Communications, Inc. Annual Report on Form 10-K for the year ended December 31, 2009).
4.15	Indenture with respect to 9.25% Series B Senior Notes due 2017, dated as of December 23, 2009, by and among Clear Channel Worldwide Holdings, Inc., Clear Channel Outdoor Holdings, Inc., Clear Channel Outdoor, Inc., U.S. Bank National Association and the guarantors party thereto (Incorporated by reference to Exhibit 4.18 to the Clear Channel Communications, Inc. Annual Report on Form 10-K for the year ended December 31, 2009).
4.16	Indenture with respect to 7.625% Series A Senior Subordinated Notes due 2020, dated as of March 15, 2012, by and among Clear Channel Worldwide Holdings, Inc., Clear Channel Outdoor Holdings, Inc., Clear Channel Outdoor, Inc., the other guarantors party thereto and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed March 16, 2012).
4.17	Indenture with respect to 7.625% Series B Senior Subordinated Notes due 2020, dated as of March 15, 2012, by and among Clear Channel Worldwide Holdings, Inc., Clear Channel Outdoor Holdings, Inc., Clear Channel Outdoor, Inc., the other guarantors party thereto and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed March 16, 2012).
4.18	Indenture with respect to 6.50% Series A Senior Notes due 2022, dated as of November 19, 2012, by and among Clear Channel Worldwide Holdings, Inc., Clear Channel Outdoor Holdings, Inc., Clear Channel Outdoor, Inc., the other guarantors party thereto and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed November 19, 2012).
4.19	Indenture with respect to 6.50% Series B Senior Notes due 2022, dated as of November 19, 2012, by and among Clear Channel Worldwide Holdings, Inc., Clear Channel Outdoor Holdings, Inc., Clear Channel Outdoor, Inc., the other guarantors party thereto and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed November 19, 2012).
4.20	Exchange and Registration Rights Agreement with respect to 6.50% Series A Senior Notes due 2022, dated November 19, 2012, by and among Clear Channel Worldwide Holdings, Inc., Clear Channel Outdoor Holdings, Inc., Clear Channel Outdoor, Inc., the other guarantors party thereto and the initial purchasers named therein (Incorporated by reference to Exhibit 4.3 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed November 19, 2012).
4.21	Exchange and Registration Rights Agreement with respect to 6.50% Series B Senior Notes due 2022, dated November 19, 2012, by and among Clear Channel Worldwide Holdings, Inc., Clear Channel Outdoor Holdings, Inc., Clear Channel Outdoor, Inc., the other guarantors party thereto and the initial purchasers named therein (Incorporated by reference to Exhibit 4.4 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed November 19, 2012).
10.1+	Credit Agreement, dated as of May 13, 2008, by and among Clear Channel Communications, Inc. (as the successor-in-interest to BT Triple Crown Merger Co., Inc. following the effectiveness of the Merger), the subsidiary co-borrowers and foreign subsidiary revolving borrowers party thereto, Clear Channel Capital I, LLC, the lenders party thereto, Citibank, N.A., as Administrative Agent, and the other agents party thereto (Incorporated by reference to Exhibit 10.15 to the Clear Channel Communications, Inc. Annual Report on Form 10-K for the year ended December 31, 2009).
10.2	Amendment No. 1, dated as of July 9, 2008, to the Credit Agreement, dated as of May 13, 2008, by and among Clear Channel Communications, Inc., the subsidiary co-borrowers and foreign subsidiary revolving borrowers party thereto, Clear Channel Capital I, LLC, the lenders party thereto, Citibank, N.A., as Administrative Agent, and the other agents party thereto (Incorporated by reference to Exhibit 10.10 to the CC Media Holdings, Inc. Current Report on Form 8-K filed July 30, 2008).
10.3	Amendment No. 2, dated as of July 28, 2008, to the Credit Agreement, dated as of May 13, 2008, by and among Clear Channel Communications, Inc., the subsidiary co-borrowers and foreign subsidiary revolving borrowers party thereto, Clear Channel Capital I, LLC, the lenders party thereto, Citibank, N.A., as Administrative Agent, and the other agents party thereto (Incorporated by reference to Exhibit 10.11 to the CC Media Holdings, Inc. Current Report on Form 8-K filed July 30, 2008).
10.4	Amendment and Restatement Agreement, dated as of February 15, 2011, to the Credit Agreement, dated as of May 13, 2008, among Clear Channel Communications, Inc., Clear Channel Capital I, LLC, the subsidiary co-borrowers and foreign subsidiary borrowers named therein, Citibank, N.A., as Administrative Agent, the lenders from time to time party thereto and the other agents party thereto (Incorporated by reference to Exhibit 10.1 to the Clear Channel Communications, Inc. Current Report on Form 8-K filed on February 18, 2011).
10.5	Amended and Restated Credit Agreement, dated as of February 23, 2011, by and among Clear Channel Communications, Inc., the subsidiary co-borrowers and foreign subsidiary revolving borrowers party thereto, Clear Channel Capital I, LLC, Citibank, N.A., as Administrative Agent, the lenders from time to time party thereto and the other agents party thereto (Incorporated by reference to Exhibit 10.1 to the Clear Channel Communications, Inc. Current Report on Form 8-K filed on February 24, 2011).
10.6	Amendment No. 1 to Amended and Restated Credit Agreement, dated as of October 25, 2012, by and among Clear Channel Communications, Inc., Clear Channel Capital I, LLC, the subsidiary co-borrowers party thereto, the foreign subsidiary revolving borrowers thereto, Citibank, N.A. as Administrative Agent, the lenders from time to time party thereto and the other agents party thereto (Incorporated by reference to Exhibit 10.1 to the Clear Channel Communications, Inc. Current Report on Form 8-K filed October 25, 2012).
10.7	Collateral Sharing Agreement, dated as of October 25, 2012, by and among Citibank N.A. as Administrative Agent, U.S. Bank National Association, as trustee, and Deutsche Bank Trust Company Americas, as collateral agent (Incorporated by reference to Exhibit 10.2 to the Clear Channel Communications, Inc. Current Report on Form 8-K filed October 25, 2012).
10.8+	Credit Agreement, dated as of May 13, 2008, by and among Clear Channel Communications, Inc. (as the successor-in-interest to BT Triple Crown Merger Co., Inc. following the effectiveness of the Merger), the subsidiary borrowers party thereto, Clear Channel Capital I, LLC, the lenders party thereto, Citibank, N.A., as Administrative Agent, and the other agents party thereto (Incorporated by reference to Exhibit 10.18 to the Clear Channel Communications, Inc. Annual Report on Form 10-K for the year ended December 31, 2009).
10.9	Amendment No. 1, dated as of July 9, 2008, to the Credit Agreement, dated as of May 13, 2008, by and among Clear Channel Communications, Inc., the subsidiary borrowers party thereto, Clear Channel Capital I, LLC, the lenders party thereto, Citibank, N.A., as Administrative Agent, and the other agents party thereto (Incorporated by reference to Exhibit 10.13 to the CC Media Holdings, Inc. Current Report on Form 8-K filed July 30, 2008).
10.10	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 party thereto, Clear Channel Capital I, LLC, the lenders party thereto, Citibank, N.A., as Administrative Agent, and the other agents party thereto (Incorporated by reference to Exhibit 10.14 to the CC Media Holdings, Inc. Current Report on Form 8-K filed July 30, 2008).
10.11	Amendment No. 3, dated as of February 15, 2011, to the Credit Agreement, dated as of May 13, 2008, by and among Clear Channel Communications, Inc., the subsidiary co-borrowers party thereto, Clear Channel Capital I, LLC, the lenders party thereto, Citibank, N.A., as Administrative Agent, and the other agents party thereto (Incorporated by reference to Exhibit 10.2 to the Clear Channel Communications, Inc. Current Report on Form 8-K filed on February 18, 2011).
10.12	Amended and Restated Credit Agreement, dated as of December 24, 2012, by and among Clear Channel Communications, Inc., Clear Channel Capital I, LLC, the subsidiary borrowers party thereto, Citibank, N.A., as Administrative Agent, the lenders from time to time party thereto and the other agents party thereto (Incorporated by reference to Exhibit 10.1 to the Clear Channel Communications, Inc. Current Report on Form 8-K filed on December 27, 2012).
10.13	Revolving Promissory Note dated November 10, 2005 payable by Clear Channel Communications, Inc. to Clear Channel Outdoor Holdings, Inc. in the original principal amount of $1,000,000,000 (Incorporated by reference to Exhibit 10.8 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2005).
10.14	First Amendment, dated as of December 23, 2009, to the Revolving Promissory Note, dated as of November 10, 2005, by Clear Channel Communications, Inc., as Maker, to Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit 10.40 to the Clear Channel Communications, Inc. Annual Report on Form 10-K for the year ended December 31, 2009).
10.15	Revolving Promissory Note dated November 10, 2005 payable by Clear Channel Outdoor Holdings, Inc. to Clear Channel Communications, Inc. in the original principal amount of $1,000,000,000 (Incorporated by reference to Exhibit 10.7 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2005).
10.16	First Amendment, dated as of December 23, 2009, to the Revolving Promissory Note, dated as of November 10, 2005, by Clear Channel Outdoor Holdings, Inc., as Maker, to Clear Channel Communications, Inc. (Incorporated by reference to Exhibit 10.41 to the Clear Channel Communications, Inc. Annual Report on Form 10-K for the year ended December 31, 2009).
10.17	Corporate Services Agreement dated November 16, 2005 between Clear Channel Outdoor Holdings, Inc. and Clear Channel Management Services, L.P. (Incorporated by reference to Exhibit 10.3 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2005).
10.18	First Amended and Restated Management Agreement, dated as of July 28, 2008, by and among CC Media Holdings, Inc., BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, THL Managers VI, LLC and Bain Capital Partners, LLC (Incorporated by reference to Exhibit 10.1 to the CC Media Holdings, Inc. Current Report on Form 8-K filed July 30, 2008).
10.19	Amended and Restated Voting Agreement dated as of May 13, 2008 by and among BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, CC Media Holdings, Inc., Highfields Capital I LP, Highfields Capital II LP, Highfields Capital III LP and Highfields Capital Management LP (Incorporated by reference to Annex E to the CC Media Holdings, Inc. Registration Statement on Form S-4 (File No. 333-151345) filed June 2, 2008).
10.20	Voting Agreement dated as of May 13, 2008 by and among BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, CC Media Holdings, Inc., Abrams Capital Partners I, LP, Abrams Capital Partners II, LP, Whitecrest Partners, LP, Abrams Capital International, Ltd. and Riva Capital Partners, LP (Incorporated by reference to Annex F to the CC Media Holdings, Inc. Registration Statement on Form S-4 (File No. 333-151345) filed June 2, 2008).
10.21§	Stockholders Agreement, dated as of July 29, 2008, by and among CC Media Holdings, Inc., BT Triple Crown Merger Co., Inc., Clear Channel Capital IV, LLC, Clear Channel Capital V, L.P., L. Lowry Mays, Randall T. Mays, Mark P. Mays, LLM Partners, Ltd., MPM Partners, Ltd. and RTM Partners, Ltd. (Incorporated by reference to Exhibit 10.2 to the Clear Channel Communications, Inc. Annual Report on Form 10-K for the year ended December 31, 2009).
10.22§	Side Letter Agreement, dated as of July 29, 2008, among CC Media Holdings, Inc., Clear Channel Capital IV, LLC, Clear Channel Capital V, L.P., L. Lowry Mays, Mark P. Mays, Randall T. Mays, LLM Partners, Ltd., MPM Partners Ltd. and RTM Partners, Ltd. (Incorporated by reference to Exhibit 10.3 to the Clear Channel Communications, Inc. Annual Report on Form 10-K for the year ended December 31, 2009).
10.23	Affiliate Transactions Agreement, dated as of July 30, 2008, by and among CC Media Holdings, Inc., Bain Capital Fund IX, L.P., Thomas H. Lee Equity Fund VI, L.P. and BT Triple Crown Merger Co., Inc. (Incorporated by reference to Exhibit 99.6 to the CC Media Holdings, Inc. Form 8-A Registration Statement filed July 30, 2008).
10.24§	Side Letter Agreement, dated as of December 22, 2009, by and among CC Media Holdings, Inc., Clear Channel Capital IV, LLC, Clear Channel Capital V, L.P., Randall T. Mays and RTM Partners, Ltd. (Incorporated by reference to Exhibit 99.3 to the Clear Channel Communications, Inc. Current Report on Form 8-K filed December 29, 2009).
10.25§	Stock Purchase Agreement dated as of November 15, 2010 by and among CC Media Holdings, Inc., Clear Channel Capital IV, LLC, Clear Channel Capital V, L.P. and Pittman CC LLC (Incorporated by reference to Exhibit 10.3 to the CC Media Holdings, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2011).
10.26§	Aircraft Lease Agreement dated as of November 16, 2011 by and between Yet Again Inc. and Clear Channel Broadcasting, Inc. (Incorporated by reference to Exhibit 10.23 to the CC Media Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2011).
10.27§	Clear Channel 2008 Executive Incentive Plan (the “CC Executive Incentive Plan”) (Incorporated by reference to Exhibit 10.26 to the Clear Channel Communications, Inc. Annual Report on Form 10-K for the year ended December 31, 2009).
10.28§	Form of Senior Executive Option Agreement under the CC Executive Incentive Plan (Incorporated by reference to Exhibit 10.20 to the CC Media Holdings, Inc. Current Report on Form 8-K filed July 30, 2008).
10.29§	Form of Senior Executive Restricted Stock Award Agreement under the CC Executive Incentive Plan (Incorporated by reference to Exhibit 10.21 to the CC Media Holdings, Inc. Current Report on Form 8-K filed July 30, 2008).
10.30§	Form of Senior Management Option Agreement under the CC Executive Incentive Plan (Incorporated by reference to Exhibit 10.22 to the CC Media Holdings, Inc. Current Report on Form 8-K filed July 30, 2008).
10.31§	Form of Executive Option Agreement under the CC Executive Incentive Plan (Incorporated by reference to Exhibit 10.23 to the CC Media Holdings, Inc. Current Report on Form 8-K filed July 30, 2008).
10.32§	Clear Channel Employee Equity Investment Program (Incorporated by reference to Exhibit 10.24 to the CC Media Holdings, Inc. Current Report on Form 8-K filed July 30, 2008).
10.33§	CC Media Holdings, Inc. 2008 Annual Incentive Plan (Incorporated by reference to Exhibit 10.32 to the Clear Channel Communications, Inc. Annual Report on Form 10-K for the year ended December 31, 2009).
10.34§	Summary Description of 2012 Supplemental Incentive Plan (Incorporated by reference to Exhibit 10.1 to the CC Media Holdings, Inc. Current Report on Form 8-K filed February 23, 2012).
10.35§	Clear Channel Outdoor Holdings, Inc. 2005 Stock Incentive Plan, as amended and restated  (the “CCOH Stock Incentive Plan”) (Incorporated by reference to Exhibit 10.2 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed April 30, 2007).
10.36§	First Form of Option Agreement under the CCOH Stock Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Clear Channel Outdoor Holdings, Inc. Registration Statement on Form S-8 (File No. 333-130229) filed December 9, 2005).
10.37§	Form of Option Agreement under the CCOH Stock Incentive Plan (approved February 21, 2011) (Incorporated by reference to Exhibit 10.33 to the CC Media Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2011).
10.38§	Form of Restricted Stock Award Agreement under the CCOH Stock Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Clear Channel Outdoor Holdings, Inc. Registration Statement on Form S-8 (File No. 333-130229) filed December 9, 2005).
10.39§	Form of Restricted Stock Unit Award Agreement under the CCOH Stock Incentive Plan (Incorporated by reference to Exhibit 10.16 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2010).
10.40§	Clear Channel Outdoor Holdings, Inc. 2012 Stock Incentive Plan (Incorporated by reference to Exhibit 99.1 to the Clear Channel Outdoor Holdings, Inc. Registration Statement on Form S-8 (File No. 333-181514) filed May 18, 2012).
10.41§	Clear Channel Outdoor Holdings, Inc. Amended and Restated 2006 Annual Incentive Plan (Incorporated by reference to Appendix B to the Clear Channel Outdoor Holdings, Inc. Definitive Proxy Statement on Schedule 14A for its 2012 Annual Meeting of Stockholders filed April 9, 2012).
10.42§	Relocation Policy - Chief Executive Officer and Direct Reports (Guaranteed Purchase Offer) (Incorporated by reference to Exhibit 10.1 to the Clear Channel Communications, Inc. Current Report on Form 8-K filed October 12, 2010).
10.43§	Relocation Policy - Chief Executive Officer and Direct Reports (Buyer Value Option) (Incorporated by reference to Exhibit 10.2 to the Clear Channel Communications, Inc. Current Report on Form 8-K filed October 12, 2010).
10.44§	Relocation Policy - Function Head Direct Reports (Incorporated by reference to Exhibit 10.3 to the Clear Channel Communications, Inc. Current Report on Form 8-K filed October 12, 2010).
10.45§	Form of CC Media Holdings, Inc. and Clear Channel Communications, Inc. Indemnification Agreement (Incorporated by reference to Exhibit 10.26 to the CC Media Holdings, Inc. Current Report on Form 8-K filed July 30, 2008).
10.46§	Indemnification Agreement by and among CC Media Holdings, Inc., Clear Channel Communications, Inc. and Robert W. Pittman dated September 18, 2012 (Incorporated by reference to Exhibit 10.3 to the CC Media Holdings, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
10.47§	Form of Clear Channel Outdoor Holdings, Inc. Independent Director Indemnification Agreement (Incorporated by reference to Exhibit 10.1 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed June 3, 2009).
10.48§	Form of Clear Channel Outdoor Holdings, Inc. Affiliate Director Indemnification Agreement (Incorporated by reference to Exhibit 10.2 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed June 3, 2009).
10.49§	Indemnification Agreement by and among Clear Channel Outdoor Holdings, Inc. and Robert W. Pittman dated September 18, 2012 (Incorporated by reference to Exhibit 10.4 to the CC Media Holdings, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
10.50§	Indemnification Agreement by and among Clear Channel Outdoor Holdings, Inc. and Thomas W. Casey dated September 5, 2012 (Incorporated by reference to Exhibit 10.5 to the CC Media Holdings, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
10.51§	Indemnification Agreement by and among Clear Channel Outdoor Holdings, Inc. and Robert H. Walls, Jr. dated September 5, 2012 (Incorporated by reference to Exhibit 10.6 to the CC Media Holdings, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
10.52§	Amended and Restated Employment Agreement, dated as of July 28, 2008, by and among L. Lowry Mays, CC Media Holdings, Inc. and BT Triple Crown Merger Co., Inc. (Incorporated by reference to Exhibit 10.7 to the CC Media Holdings, Inc. Current Report on Form 8-K filed July 30, 2008).
10.53§	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 10.39 to the Clear Channel Communications, Inc. Annual Report on Form 10-K for the year ended December 31, 2009).
10.54§	Amended and Restated Employment Agreement, dated June 23, 2010, by and among Mark P. Mays, CC Media Holdings, Inc., and Clear Channel Communications, Inc., as successor to BT Triple Crown Merger Co., Inc. (Incorporated by reference to Exhibit 10.1 to the Clear Channel Communications, Inc. Current Report on Form 8-K filed June 24, 2010).
10.55§	Employment Agreement, dated as of October 2, 2011, between Robert Pittman and CC Media Holdings, Inc. (Incorporated by reference to Exhibit 10.1 to the CC Media Holdings, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2011).
10.56§	Employment Agreement, dated as of December 15, 2009, between Tom Casey and Clear Channel Communications, Inc. (Incorporated by reference to Exhibit 10.1 to the Clear Channel Communications, Inc. Current Report on Form 8-K filed January 5, 2010).
10.57§	Employment Agreement, dated as of January 1, 2010, between Robert H. Walls, Jr., and Clear Channel Management Services, Inc. (Incorporated by reference to Exhibit 10.1 to the Clear Channel Communications, Inc. Current Report on Form 8-K filed January 5, 2010).
10.58§	Amended and Restated Employment Agreement, dated as of November 15, 2010, between John E. Hogan and Clear Channel Broadcasting, Inc. (Incorporated by reference to Exhibit 10.1 to the CC Media Holdings, Inc. Current Report on Form 8-K filed November 18, 2010).
10.59§	First Amendment dated February 23, 2012 to Amended and Restated Employment Agreement by and between Clear Channel Broadcasting, Inc. and John E. Hogan dated November 15, 2010 (Incorporated by reference to Exhibit 10.2 to the CC Media Holdings, Inc. Current Report on Form 8-K filed February 23, 2012).
10.60§	Contract of Employment between C. William Eccleshare and Clear Channel Outdoor Ltd dated August 31, 2009 (Incorporated by reference to Exhibit 10.23 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2009).
10.61§	Employment Agreement, effective as of January 24, 2012, between C. William Eccleshare and Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit 10.1 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K/A filed July 27, 2012).
10.62§	Contract of Employment between Jonathan Bevan and Clear Channel Outdoor Ltd dated October 30, 2009 (Incorporated by reference to Exhibit 10.1 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed December 11, 2009).
10.63§	Employment Agreement, dated as of December 10, 2009, between Ronald Cooper and Clear Channel Outdoor, Inc. (Incorporated by reference to Exhibit 10.25 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2010).
10.64§	Severance Agreement and General Release, dated January 20, 2012, between Ronald Cooper and Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit 10.53 to the CC Media Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2011).
10.65§	Form of Amendment to Senior Executive Option Agreement under the CC Executive Incentive Plan, dated as of October 14, 2008 (Incorporated by reference to Exhibit 10.56 to the CC Media Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2011).
10.66§	Second Amendment, dated as of December 22, 2009, to the Senior Executive Option Agreement under the CC Executive Incentive Plan, dated July 30, 2008, between Randall T. Mays and CC Media Holdings, Inc. (Incorporated by reference to Exhibit 99.2 to the Clear Channel Communications, Inc. Current Report on Form 8-K filed December 29, 2009).
10.67§	Second Amendment, dated as of June 23, 2010, to the Senior Executive Option Agreement under the CC Executive Incentive Plan, dated July 30, 2008, between Mark P. Mays and CC Media Holdings, Inc. (Incorporated by reference to Exhibit 10.2 to the Clear Channel Communications, Inc. Current Report on Form 8-K filed June 24, 2010).
10.68§	Form of Executive Option Agreement under the CC Executive Incentive Plan, dated as of December 31, 2010, between Tom Casey and CC Media Holdings, Inc. (Incorporated by reference to Exhibit 10.42 to the Clear Channel Communications, Inc. Annual Report on Form 10-K for the year ended December 31, 2010).
10.69§	Form of Executive Option Agreement under the CC Executive Incentive Plan, dated as of December 31, 2010, between John Hogan and CC Media Holdings, Inc. (Incorporated by reference to Exhibit 10.43 to the Clear Channel Communications, Inc. Annual Report on Form 10-K for the year ended December 31, 2010).
10.70§	Form of Executive Option Agreement under the CC Executive Incentive Plan, dated as of December 31, 2010, between Robert H. Walls, Jr. and CC Media Holdings, Inc. (Incorporated by reference to Exhibit 10.44 to the Clear Channel Communications, Inc. Annual Report on Form 10-K for the year ended December 31, 2010).
10.71§	Form of Executive Replacement Option Agreement under the CC Executive Incentive Plan between John E. Hogan and CC Media Holdings, Inc. (Incorporated by reference to Exhibit 99(a)(1)(iv) to the CC Media Holdings, Inc. Schedule TO filed on February 18, 2011).
10.72§	Form of Executive Option Agreement under the CC Executive Incentive Plan, dated as of May 19, 2011, between Scott D. Hamilton and CC Media Holdings, Inc. (Incorporated by reference to Exhibit 10.63 to the CC Media Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2011).
10.73§	Executive Option Agreement under the CC Executive Incentive Plan, dated as of October 2, 2011, between Robert W. Pittman and CC Media Holdings, Inc. (Incorporated by reference to Exhibit 10.2 to the CC Media Holdings, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2011).
10.74§	Form of Restricted Stock Agreement under the CC Executive Incentive Plan, dated October 15, 2012, between Robert W. Pittman and CC Media Holdings, Inc. (Incorporated by reference to Exhibit 10.74 to the CC Media Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2012).
10.75§	Form of Restricted Stock Agreement under the CC Executive Incentive Plan, dated October 15, 2012, between Robert H. Walls, Jr. and CC Media Holdings, Inc. (Incorporated by reference to Exhibit 10.75 to the CC Media Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2012).
10.76§	Form of Restricted Stock Agreement under the CC Executive Incentive Plan, dated October 22, 2012, between John E. Hogan and CC Media Holdings, Inc. (including as Exhibit B thereto an Amendment to Mr. Hogan’s Employment Agreement dated November 15, 2010, as amended by the First Amendment dated February 23, 2012) (Incorporated by reference to Exhibit 10.76 to the CC Media Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2012).
10.77§	Form of Restricted Stock Agreement under the CC Executive Incentive Plan, dated October 22, 2012, between Scott D. Hamilton and CC Media Holdings, Inc. (Incorporated by reference to Exhibit 10.77 to the CC Media Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2012).
10.78§	Form of Restricted Stock Agreement under the CC Executive Incentive Plan, dated October 22, 2012, between Robert H. Walls, Jr. and CC Media Holdings, Inc. (Incorporated by reference to Exhibit 10.78 to the CC Media Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2012).
10.79§	Form of Stock Option Agreement under the CCOH Stock Incentive Plan, dated September 17, 2009, between C. William Eccleshare and Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit 10.34 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2010).
10.80§	Form of Amended and Restated Stock Option Agreement under the CCOH Stock Incentive Plan, dated as of August 11, 2011, between C. William Eccleshare and Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit 10.1 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed on August 12, 2011).
10.81§	Form of Stock Option Agreement under the CCOH Stock Incentive Plan, dated December 13, 2010, between C. William Eccleshare and Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit 10.35 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2010).
10.82§	Form of Restricted Stock Unit Agreement under the CCOH Stock Incentive Plan, dated December 20, 2010, between C. William Eccleshare and Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit 10.36 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2010).
10.83§	Form of Restricted Stock Unit Agreement under the CCOH Stock Incentive Plan, dated March 26, 2012, between Robert H. Walls, Jr. and Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit 10.3 to the CC Media Holdings, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).
10.84§	Form of Restricted Stock Unit Agreement under the CCOH Stock Incentive Plan, dated May 10, 2012, between Thomas W. Casey and Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit 10.49 to the Clear Channel Worldwide Holdings, Inc. Registration Statement on Form S-4 (File No. 333-182265) filed June 21, 2012).
10.85§	Form of Restricted Stock Unit Agreement under the Clear Channel Outdoor Holdings, Inc. 2012 Stock Incentive Plan, dated July 26, 2012, between C. William Eccleshare and Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit 10.2 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K/A filed July 27, 2012).
21	Subsidiaries (Intentionally omitted in accordance with General Instruction I(2)(c) of Form 10-K).
24*	Power of Attorney (included on signature page).
31.1*	Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101***	Interactive Data Files.

_________________

*              Filed herewith.

**           This exhibit is furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any

131

filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

***         In accordance with Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

§              A management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S-K.

+              This Exhibit was filed separately with the Commission pursuant to an application for confidential treatment. The confidential portions of the Exhibit have been omitted and have been marked by the following symbol: [**].

SIGNATURES

                Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 19, 2013.

CLEAR CHANNEL COMMUNICATIONS, INC.

By: /s/ Robert W. Pittman

        Robert W. Pittman

        Chief Executive Officer

Power of Attorney

                Each person whose signature appears below authorizes Robert W. Pittman, Thomas W. Casey and Scott D. Hamilton, or any one of them, each of whom may act without joinder of the others, to execute in the name of each such person who is then an officer or director of the Registrant and to file any amendments to this Annual Report on Form 10-K necessary or advisable to enable the Registrant to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, which amendments may make such changes in such report as such attorney-in-fact may deem appropriate.

                Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Name	Title	Date
/s/ Robert W. Pittman Robert W. Pittman	Chief Executive Officer (Principal Executive Officer) and Director	February 19, 2013
/s/ Thomas W. Casey Thomas W. Casey	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	February 19, 2013
/s/ Scott D. Hamilton Scott D. Hamilton	Senior Vice President, Chief Accounting Officer and Assistant Secretary (Principal Accounting Officer)	February 19, 2013
/s/ Mark P. Mays Mark P. Mays	Chairman of the Board and Director	February 19, 2013
/s/ Randall T. Mays Randall T. Mays	Vice Chairman and Director	February 19, 2013
/s/ David C. Abrams David C. Abrams	Director	February 19, 2013
/s/ Irving L. Azoff Irving L. Azoff	Director	February 19, 2013
/s/ Richard J. Bressler Richard J. Bressler	Director	February 19, 2013
/s/ Charles A. Brizius Charles A. Brizius	Director	February 19, 2013
/s/ John P. Connaughton John P. Connaughton	Director	February 19, 2013
/s/ Matthew J. Freeman Matthew J. Freeman	Director	February 19, 2013
/s/ Blair E. Hendrix Blair E. Hendrix	Director	February 19, 2013
/s/ Jonathon S. Jacobson Jonathon S. Jacobson	Director	February 19, 2013
/s/ Ian K. Loring Ian K. Loring	Director	February 19, 2013
/s/ Scott M. Sperling Scott M. Sperling	Director	February 19, 2013

EX-31

 

EXHIBIT 31.1 -   CERTIFICATION PURSUANT TO RULES 13A-14(A) AND 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert W. Pittman, 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 under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 19, 2013

/s/ Robert W. Pittman

Robert W. Pittman

Chief Executive Officer

142

EX-31

 

EXHIBIT 31.2 - CERTIFICATION PURSUANT TO RULES 13A-14(A) AND 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas W. Casey, 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 under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 19, 2013

/s/ Thomas W. Casey

Thomas W. Casey

Executive Vice President and Chief Financial Officer

143

EX-32

 

EXHIBIT 32.1 – CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and accompanies the Annual Report on Form 10-K (the “Form 10-K”) for the year ended December 31, 2011 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 of 1934 and that the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Issuer.

Dated: February 19, 2013

By:	/s/ Robert W. Pittman
Name:	Robert W. Pittman
Title:	Chief Executive Officer

144

EX-32

 

EXHIBIT 32.2 – CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and accompanies the Annual Report on Form 10-K (the “Form 10-K”) for the year ended December 31, 2011 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 of 1934 and that the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Issuer.

Dated: February 19, 2013

By:	/s/ Thomas W. Casey
Name:	Thomas W. Casey
Title:	Executive Vice President and Chief Financial Officer

145

XML

Property, Plant And Equipment, Intangible Assets And Goodwill (Schedule Of Property, Plant And Equipment) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Property, Plant and Equipment
Property, plant and equipment	$ 4,599,719	$ 4,275,407
Less: accumulated depreciation	1,562,865	1,212,080
Property, plant and equipment, net	3,036,854	3,063,327
Land, buildings and improvements [Member]
Property, Plant and Equipment
Property, plant and equipment	685,431	657,346
Structures [Member]
Property, Plant and Equipment
Property, plant and equipment	2,949,458	2,783,434
Towers, transmitters and studio equipment [Member]
Property, Plant and Equipment
Property, plant and equipment	427,679	400,832
Furniture and other equipment [Member]
Property, Plant and Equipment
Property, plant and equipment	431,757	365,137
Construction in progress [Member]
Property, Plant and Equipment
Property, plant and equipment	$ 105,394	$ 68,658

XML

Commitments And Contingencies (Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2012 signs	Dec. 31, 2011	Dec. 31, 2010
Maximum aggregate contingency subject to performance requirements of the seller	$ 30,000,000
Rent expense	1,140,000,000	1,160,000,000	1,100,000,000
Payment of income tax expense due to settlement	$ 10,900,000
Static signs converted to digital	83

XML

Long-Term Debt (Schedule Of Long-Term Debt) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Debt Instrument [Line Items]
Total debt	$ 20,747,097	$ 20,207,169
Less: current portion	381,728	268,638
Total long-term debt	20,365,369	19,938,531
Senior Cash Pay Notes Due 2016 [Member]
Debt Instrument [Line Items]
Stated interest rate	10.75%
Senior Toggle Notes Due 2016 [Member]
Debt Instrument [Line Items]
Stated interest rate	11.00%
Purchase Accounting Adjustments And Original Issue Discount [Member]
Debt Instrument [Line Items]
Total debt	(408,921)	(514,336)
Secured Debt [Member]
Debt Instrument [Line Items]
Total debt	12,850,787	14,577,149
Secured Debt [Member] | Term Loan A Facility Due 2014 [Member]
Debt Instrument [Line Items]
Total debt	846,890	1,087,090
Maturity date	2014
Secured Debt [Member] | Term Loan B Facility Due 2016 [Member]
Debt Instrument [Line Items]
Total debt	7,714,843	8,735,912
Maturity date	2016
Secured Debt [Member] | Term Loan C - Asset Sale Facility Due 2016 [Member]
Debt Instrument [Line Items]
Total debt	513,732	670,845
Maturity date	2016
Secured Debt [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Total debt		1,325,550
Maturity date	2014
Secured Debt [Member] | Delayed Draw Term Loan Facilities Due 2016 [Member]
Debt Instrument [Line Items]
Total debt		976,776
Maturity date	2016
Secured Debt [Member] | Receivables Based Facility Due 2014 [Member]
Debt Instrument [Line Items]
Maturity date	2014
Secured Debt [Member] | Priority Guarantee Notes Due 2019 [Member]
Debt Instrument [Line Items]
Total debt	1,999,815
Maturity date	2019
Secured Debt [Member] | Priority Guarantee Notes Due 2021 [Member]
Debt Instrument [Line Items]
Total debt	1,750,000	1,750,000
Maturity date	2021
Secured Debt [Member] | Other Secured Subsidiary Debt [Member]
Debt Instrument [Line Items]
Total debt	25,507	30,976
Senior Notes [Member] | Senior Cash Pay Notes Due 2016 [Member]
Debt Instrument [Line Items]
Total debt	796,250	796,250
Maturity date	2016
Senior Notes [Member] | Senior Toggle Notes Due 2016 [Member]
Debt Instrument [Line Items]
Total debt	829,831	829,831
Maturity date	2016
Senior Notes [Member] | 5.0% Senior Notes Due 2012 [Member]
Debt Instrument [Line Items]
Total debt		249,851
Stated interest rate	5.00%
Maturity date	2012
Senior Notes [Member] | 5.75% Senior Notes Due 2013 [Member]
Debt Instrument [Line Items]
Total debt	312,109	312,109
Stated interest rate	5.75%
Maturity date	2013
Senior Notes [Member] | 5.5% Senior Notes Due 2014 [Member]
Debt Instrument [Line Items]
Total debt	461,455	461,455
Stated interest rate	5.50%
Maturity date	2014
Senior Notes [Member] | 4.9% Senior Notes Due 2015 [Member]
Debt Instrument [Line Items]
Total debt	250,000	250,000
Stated interest rate	4.90%
Maturity date	2015
Senior Notes [Member] | 5.5% Senior Notes Due 2016 [Member]
Debt Instrument [Line Items]
Total debt	250,000	250,000
Stated interest rate	5.50%
Maturity date	2016
Senior Notes [Member] | 6.875% Senior Debentures Due 2018 [Member]
Debt Instrument [Line Items]
Total debt	175,000	175,000
Stated interest rate	6.875%
Maturity date	2018
Senior Notes [Member] | 7.25% Senior Debentures Due 2027 [Member]
Debt Instrument [Line Items]
Total debt	300,000	300,000
Stated interest rate	7.25%
Maturity date	2027
Senior Notes [Member] | 9.25% Series A Senior Notes Due 2017 [Member]
Debt Instrument [Line Items]
Total debt		500,000
Stated interest rate	9.25%
Maturity date	2017
Senior Notes [Member] | 9.25% Series B Senior Notes Due 2017 [Member]
Debt Instrument [Line Items]
Total debt		2,000,000
Stated interest rate	9.25%
Maturity date	2017
Senior Notes [Member] | 6.5% Series A Senior Notes Due 2022 [Member]
Debt Instrument [Line Items]
Total debt	735,750
Stated interest rate	6.50%
Maturity date	2022
Senior Notes [Member] | 6.5% Series B Senior Notes Due 2022 [Member]
Debt Instrument [Line Items]
Total debt	1,989,250
Stated interest rate	6.50%
Maturity date	2022
Senior Subordinated Debt [Member] | 7.625% Series A Senior Subordinated Notes [Member]
Debt Instrument [Line Items]
Total debt	275,000
Stated interest rate	7.625%
Maturity date	2020
Senior Subordinated Debt [Member] | 7.625% Series B Senior Subordinated Notes [Member]
Debt Instrument [Line Items]
Total debt	1,925,000
Senior Subordinated Debt [Member] | 6.5% Series B Senior Notes Due 2022 [Member]
Debt Instrument [Line Items]
Stated interest rate	7.625%
Maturity date	2020
Other Subsidiary Debt [Member] | Other Clear Channel Subsidiary Debt [Member]
Debt Instrument [Line Items]
Total debt	$ 5,586	$ 19,860

XML

Other Information (Schedule Of Income Tax Benefit (Expense)) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Other Information [Abstract]
Foreign currency translation adjustment	$ 3,210	$ (449)	$ 5,916
Unrealized holding gain on marketable securities	15,324	2,667	14,475
Unrealized holding gain on cash flow derivatives	30,074	20,157	9,067
Total increase in deferred tax liabilities	$ 48,608	$ 22,375	$ 29,458

XML

Commitments And Contingencies (Schedule Of Future Commitments) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Non-Cancelable Operating Leases [Abstract]
2013	$ 380,288
2014	330,397
2015	316,951
2016	255,262
2017	210,444
Thereafter	1,283,847
Total	2,777,189
Non-Cancelable Contracts [Abstract]
2013	561,837
2014	473,937
2015	418,056
2016	311,899
2017	154,668
Thereafter	450,526
Total	2,370,923
Capital Expenditure Commitments [Abstract]
2013	80,143
2014	25,426
2015	21,273
2016	7,688
2017	11,112
Thereafter	932
Total	146,574
Employment Contracts Future Minimum Payments Due [Abstract]
2013	85,762
2014	66,304
2015	60,383
2016	58,320
2017	17,536
Thereafter	0
Total	$ 288,305

XML

Quarterly Results of Operations (Unaudited) (Schedule Of CY Quarterly Profit And Loss) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Quarterly Results of Operations (Unaudited) [Abstract]
Revenue	$ 1,696,336	$ 1,587,331	$ 1,602,494	$ 1,360,723	$ 1,652,788	$ 1,583,352	$ 1,604,386	$ 1,320,826	$ 6,246,884	$ 6,161,352	$ 5,865,685
Operating Expenses [Abstract]
Direct operating expenses	650,495	624,526	607,095	614,434	635,789	654,163	630,015	584,069	2,496,550	2,504,036	2,381,647
Selling, general and administrative expenses	431,841	419,855	398,123	423,628	421,952	402,160	420,436	372,710	1,673,447	1,617,258	1,570,212
Corporate expenses	76,861	70,811	71,158	69,198	64,016	54,247	56,486	52,347	288,028	227,096	284,042
Depreciation and amortization	189,730	182,350	181,839	175,366	192,422	197,532	189,641	183,711	729,285	763,306	732,869
Impairment charges	37,651	0	0	0	7,614	0	0	0	37,651	7,614	15,364
Other operating income (expense) - net	968	42,118	1,917	3,124	(771)	(6,490)	3,229	16,714	48,127	12,682	(16,710)
Operating income (loss)	310,726	331,907	346,196	81,221	330,224	268,760	311,037	144,703	1,070,050	1,054,724	864,841
Interest expense	400,930	388,210	385,867	374,016	368,397	369,233	358,950	369,666	1,549,023	1,466,246	1,533,341
Loss on marketable securities	(4,580)	0	0	0	(4,827)	0	0	0	(4,580)	(4,827)	(6,490)
Equity in earnings of nonconsolidated affiliates	6,643	3,663	4,696	3,555	13,502	5,210	5,271	2,975	18,557	26,958	5,702
(Gain) loss on extinguishment of debt	(239,556)	0	0	(15,167)	0	4,274	0	(5,721)	(254,723)	(1,447)	60,289
Other income (expense) - net	1,929	824	(1,397)	(1,106)	(5,370)	3,033	(4,517)	3,685	250	(3,169)	(13,834)
Loss before income taxes	(325,768)	(51,816)	(36,372)	(305,513)	(34,868)	(87,956)	(47,159)	(224,024)	(719,469)	(394,007)	(622,833)
Income tax benefit	(128,986)	(13,232)	(8,663)	(157,398)	(3,468)	(20,665)	(9,184)	(92,661)	(308,279)	(125,978)	(159,980)
Consolidated net loss	(196,782)	(38,584)	(27,709)	(148,115)	(31,400)	(67,291)	(37,975)	(131,363)	(411,190)	(268,029)	(462,853)
Less amount attributable to noncontrolling interest	(5,518)	11,977	11,316	(4,486)	11,627	6,765	15,204	469	13,289	34,065	16,236
Net income (loss) attributable to the Company	$ (191,264)	$ (50,561)	$ (39,025)	$ (143,629)	$ (43,027)	$ (74,056)	$ (53,179)	$ (131,832)	$ (424,479)	$ (302,094)	$ (479,089)

XML

Asset Retirement Obligation (Schedule Of ARO Activity) (Details) (Asset Retirement Obligation Costs [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Asset Retirement Obligation Costs [Member]
Beginning balance	$ 51,295	$ 52,099
Adjustment due to change in estimate of related costs	3,570	(3,174)
Accretion of liability	4,920	5,001
Liabilities settled	(2,936)	(2,631)
Ending balance	$ 56,849	$ 51,295

XML

Other Information (Tables)

12 Months Ended

Dec. 31, 2012

Other Information Disclosure [Abstract]

Schedule of Other Income (Expense) [Table Text Block]

(In thousands)		Years Ended December 31,
		2012		2011		2010
Foreign exchange loss		$	(3,018)	$	(234)	$	(12,783)
Other			3,268		(2,935)		(1,051)
	Total other income (expense) — net	$	250	$	(3,169)	$	(13,834)

Schedule of Other Current Assets [Table Text Block]

(In thousands)		As of December 31,
		2012		2011
Inventory		$	23,110	$	21,157
Deferred tax asset			19,249		16,573
Deposits			10,277		15,167
Deferred loan costs			44,446		53,672
Other			70,126		89,582
	Total other current assets	$	167,208	$	196,151

Schedule of Other Assets [Table Text Block]

(In thousands)		As of December 31,
		2012		2011
Investments in, and advances to, nonconsolidated affiliates		$	370,912	$	359,687
Other investments			119,196		77,766
Notes receivable			363		512
Prepaid expenses			32,382		600
Deferred loan costs			157,726		188,823
Deposits			18,420		17,790
Prepaid rent			71,942		79,244
Other			28,942		36,917
Non-qualified plan assets			10,593		10,539
	Total other assets	$	810,476	$	771,878

Schedule of Other Current Liabilities [Table Text Block]

(In thousands)		As of December 31,
		2012		2011
Interest rate swap - current portion		$	76,939	$	-
Redeemable noncontrolling interest			60,950		-
	Total other current liabilities	$	137,889	$	-

Schedule of Other Long-Term Liabilities [Table Text Block]

(In thousands)		As of December 31,
		2012		2011
Unrecognized tax benefits		$	158,321	$	212,672
Asset retirement obligation			56,047		50,983
Non-qualified plan liabilities			10,593		10,539
Interest rate swap - long-term portion			-		159,124
Deferred income			12,121		15,246
Redeemable noncontrolling interest			-		57,855
Deferred rent			106,394		81,599
Employee related liabilities			24,265		40,145
Other			82,776		79,725
	Total other long-term liabilities	$	450,517	$	707,888

Schedule of Accumulated Other Comprehensive Loss [Table Text Block]

(In thousands)		As of December 31,
		2012		2011
Cumulative currency translation adjustment		$	(178,372)	$	(212,761)
Cumulative unrealized gain (losses) on securities			66,982		41,302
Cumulative other adjustments			6,286		5,708
Cumulative unrealized gain (losses) on cash flow derivatives			(48,180)		(100,292)
	Total accumulated other comprehensive loss	$	(153,284)	$	(266,043)

XML

Certain Relationships And Related Party Transactions (Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Certain Relationships And Related Party Transactions [Abstract]
Management fee, rate per year	$ 15,000,000
Management fees	15,900,000	15,700,000	17,100,000
Total authorized stock repurchase amount	100,000,000
Open market purchase amount	100,000,000
CC Finco, LLC [Member]
Certain Relationships And Related Party Transactions [Abstract]
Total authorized stock repurchase amount	692,887	16,400,000
Shares of class A common stock	111,291	1,553,971
Open market purchase amount	$ 692,887	$ 16,400,000

XML

Other Information (Schedule OF Other Current Liabilities) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Other Information [Abstract]
Interest rate swap - current portion	$ 76,939
Redeemable noncontrolling interest	60,950
Total other current liabilities	$ 137,889	$ 0

XML

Income Taxes (Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Deferred Tax Assets Net Current Classification [Abstract]
Current net deferred tax assets included in net deferred tax liabilities	$ 19,200,000	$ 16,600,000
Deferred tax assets related to stock-based compensation expense included in net deferred tax liabilities	28,700,000
Deferred Tax Assets Operating Loss Carryforwards Components [Abstract]
Net operating loss carryforwards	(1,107,594,000)	(917,078,000)
Latest expiration date of net operating loss carryforwards	2032
Income Loss From Continuing Operations Before Income Taxes Minority Interest And Income Loss From Equity Method Investments [Abstract]
Foreign income before taxes	84,000,000	94,000,000	40,800,000
Income Tax Reconciliation Tax Settlements [Abstract]
Settlement of U.S. Federal and state tax examinations	67,300,000	51,100,000
Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued [Abstract]
Interest and penalties accrued related to unrecognized tax benefits	50,500,000	61,000,000
Total unrecognized tax benefits and accrued interest and penalties	188,900,000	236,800,000
Portion of unrecognized tax benefits, interest and penalties recorded in "Other long-term liabilities"	158,321,000	212,672,000
Portion of unrecognized tax benefits, interest and penalties included in "Accrued Expenses"	500,000	4,500,000
Noncurrent portion of unrecognized tax benefits netted against deferred tax assets	30,000,000
Unrecognized tax benefits that would impact effective tax rate	107,000,000	146,000,000
Reduction to income tax expense to reflect the net benefits of tax settlements	60,600,000	16,300,000
Income tax settlement inclusive of interest paid to foreign tax agencies	7,200,000
Income tax settlement paid to the IRS	22,400,000
Valuation Allowance [Abstract]
Valuation allowance			$ 13,600,000

XML

Segment Data (Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Geographic Areas Revenues From External Customers [Abstract]
Revenues derived from foreign operations	$ 1,700,000,000	$ 1,800,000,000	$ 1,700,000,000
Revenues derived from U.S. operations	4,500,000,000	4,300,000,000	4,200,000,000
Geographic Areas Long Lived Assets [Abstract]
Identifiable long-lived assets derived from foreign operations	805,200,000	797,700,000	802,400,000
Identifiable long-lived assets derived from U.S. operations	$ 2,200,000,000	$ 2,300,000,000	$ 2,300,000,000

XML

Guarantor Subsidiaries (Schedule Of Guarantor Obligations, Balance Sheet) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Cash and cash equivalents	$ 1,225,010	$ 1,228,682	$ 1,920,926	$ 1,883,994
Accounts receivable, net	1,423,999	1,399,135
Intercompany receivables	7,300,000	7,300,000
Prepaid expenses	177,590	161,317
Other current assets	167,208	196,151
Total Current Assets	2,993,807	2,985,285
Property, Plant and Equipment, Net	3,036,854	3,063,327
Indefinite-lived intangibles - licenses	2,423,979	2,411,367
Indefinite-lived intangibles - permits	1,070,720	1,105,704
Other intangibles, net	1,740,792	2,017,760
Goodwill	4,216,085	4,186,718	4,119,326
Investment in subsidiaries	370,912	359,687
Other assets	810,476	771,878
Total Assets	16,292,713	16,542,039
Accounts payable	136,318	121,575
Accrued expenses	772,963	735,152
Accrued interest	180,572	160,361
Current portion of long-term debt	381,728	268,638
Deferred income	172,672	143,236
Other current liabilities	137,889	0
Total Current Liabilities	1,782,142	1,428,962
Long-term debt	20,365,369	19,938,531
Deferred income taxes	1,689,876	1,938,599
Other long-term liabilities	450,517	707,888
Total member's interest (deficit)	(7,995,191)	(7,471,941)	(7,204,686)	(6,844,738)
Total Liabilities and Member's Deficit	16,292,713	16,542,039
Parent Company [Member]
Intercompany receivables	37,822	30,270
Prepaid expenses	2,397	2,251
Other current assets	0
Total Current Assets	40,219	32,521
Investment in subsidiaries	(8,574,081)	(8,342,987)
Total Assets	(8,533,862)	(8,310,466)
Accrued expenses	(1,732)	(641)
Total Current Liabilities	(1,732)	(641)
Deferred income taxes	(13,556)	(13,845)
Total member's interest (deficit)	(8,518,574)	(8,295,980)
Total Liabilities and Member's Deficit	(8,533,862)	(8,310,466)
Subsidiary Issuer [Member]
Cash and cash equivalents	11	1	1
Intercompany receivables	3,995,170	4,824,634
Other current assets	36,446	46,018
Total Current Assets	4,031,627	4,870,653
Intercompany notes receivable	962,000	962,000
Investment in subsidiaries	3,848,000	5,234,229
Other assets	115,188	167,337
Total Assets	8,956,815	11,234,219
Accrued expenses	(103,240)	(61,478)
Accrued interest	210,874	189,144
Current portion of long-term debt	372,321	243,927
Other current liabilities	76,939
Total Current Liabilities	556,894	371,593
Long-term debt	16,310,694	18,305,183
Long-term intercompany payable	729,157	655,930
Deferred income taxes	(94,322)	39,173
Other long-term liabilities	28,473	205,327
Total member's interest (deficit)	(8,574,081)	(8,342,987)
Total Liabilities and Member's Deficit	8,956,815	11,234,219
Guarantor Subsidiaries [Member]
Cash and cash equivalents	333,768	461,572	1,220,362	1,258,993
Accounts receivable, net	678,448	694,548
Intercompany receivables	166,019
Prepaid expenses	33,190	25,944
Other current assets	69,518	81,620
Total Current Assets	1,280,943	1,263,684
Property, Plant and Equipment, Net	827,623	815,245
Indefinite-lived intangibles - licenses	2,423,979	2,411,367
Other intangibles, net	1,174,818	1,389,935
Goodwill	3,350,083	3,325,771
Investment in subsidiaries	552,184	2,844,451
Other assets	333,607	254,435
Total Assets	9,943,237	12,304,888
Accounts payable	37,436	26,119
Accrued expenses	319,466	266,249
Accrued interest		(1)
Intercompany payable	4,032,992	4,743,944
Current portion of long-term debt		905
Deferred income	62,901	50,416
Total Current Liabilities	4,452,795	5,087,632
Long-term debt	4,000	3,321
Long-term intercompany payable		110
Intercompany long-term debt	962,000	962,000
Deferred income taxes	1,089,659	1,055,533
Other long-term liabilities	182,142	220,546
Total member's interest (deficit)	3,252,641	4,975,746
Total Liabilities and Member's Deficit	9,943,237	12,304,888
Non-Guarantor Subsidiaries [Member]
Cash and cash equivalents	891,231	767,109	700,563	625,001
Accounts receivable, net	745,551	704,587
Intercompany receivables	0
Prepaid expenses	142,003	133,122
Other current assets	275,974	144,573
Total Current Assets	2,054,759	1,749,391
Property, Plant and Equipment, Net	2,209,231	2,248,082
Indefinite-lived intangibles - permits	1,070,720	1,105,704
Other intangibles, net	565,974	627,825
Goodwill	866,002	860,947
Long-term intercompany receivable	729,157	656,040
Other assets	842,377	907,567
Total Assets	8,338,220	8,155,556
Accounts payable	98,882	95,456
Accrued expenses	558,469	531,022
Accrued interest	(113)	2,277
Intercompany payable	166,019	110,960
Current portion of long-term debt	9,407	23,806
Deferred income	109,771	92,820
Other current liabilities	60,950
Total Current Liabilities	1,003,385	856,341
Long-term debt	4,935,388	2,522,103
Deferred income taxes	705,935	858,908
Other long-term liabilities	239,902	282,015
Total member's interest (deficit)	1,453,610	3,636,189
Total Liabilities and Member's Deficit	8,338,220	8,155,556
Eliminations [Member]
Intercompany receivables	(4,199,011)	(4,854,904)
Other current assets	(214,730)	(76,060)
Total Current Assets	(4,413,741)	(4,930,964)
Intercompany notes receivable	(962,000)	(962,000)
Long-term intercompany receivable	(729,157)	(656,040)
Investment in subsidiaries	4,173,897	264,307
Other assets	(480,696)	(557,461)
Total Assets	(2,411,697)	(6,842,158)
Accrued interest	(30,189)	(31,059)
Intercompany payable	(4,199,011)	(4,854,904)
Total Current Liabilities	(4,229,200)	(4,885,963)
Long-term debt	(884,713)	(892,076)
Long-term intercompany payable	(729,157)	(656,040)
Intercompany long-term debt	(962,000)	(962,000)
Deferred income taxes	2,160	(1,170)
Total member's interest (deficit)	4,391,213	555,091
Total Liabilities and Member's Deficit	$ (2,411,697)	$ (6,842,158)

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Segment Data (Schedule Of Operating Segment Results) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Segment Reporting Information [Line Items]
Revenue	$ 1,696,336	$ 1,587,331	$ 1,602,494	$ 1,360,723	$ 1,652,788	$ 1,583,352	$ 1,604,386	$ 1,320,826	$ 6,246,884	$ 6,161,352	$ 5,865,685
Direct operating expenses	650,495	624,526	607,095	614,434	635,789	654,163	630,015	584,069	2,496,550	2,504,036	2,381,647
Selling, general and administrative expenses	431,841	419,855	398,123	423,628	421,952	402,160	420,436	372,710	1,673,447	1,617,258	1,570,212
Depreciation and amortization	189,730	182,350	181,839	175,366	192,422	197,532	189,641	183,711	729,285	763,306	732,869
Impairment charges	37,651	0	0	0	7,614	0	0	0	37,651	7,614	15,364
Corporate expenses	76,861	70,811	71,158	69,198	64,016	54,247	56,486	52,347	288,028	227,096	284,042
Other operating income - net	968	42,118	1,917	3,124	(771)	(6,490)	3,229	16,714	48,127	12,682	(16,710)
Operating income (loss)	310,726	331,907	346,196	81,221	330,224	268,760	311,037	144,703	1,070,050	1,054,724	864,841
Intersegment revenues									66,719	63,892	63,269
Segment assets	16,292,713				16,542,039				16,292,713	16,542,039	17,460,382
Capital expenditures									390,280	362,281	241,464
Share-based compensation expense									28,540	20,667	34,246
CCME [Member]
Segment Reporting Information [Line Items]
Revenue									3,084,780	2,986,828	2,869,499
Direct operating expenses									873,165	849,265	808,867
Selling, general and administrative expenses									997,511	980,960	963,853
Depreciation and amortization									271,399	268,245	256,673
Operating income (loss)									942,705	888,358	840,106
Intersegment revenues											275
Segment assets	8,201,798				8,364,246				8,201,798	8,364,246	8,411,953
Capital expenditures									65,821	50,198	27,781
Share-based compensation expense									6,985	4,606	7,152
Americas Outdoor Advertising [Member]
Segment Reporting Information [Line Items]
Revenue									1,279,257	1,252,725	1,216,930
Direct operating expenses									586,666	571,779	560,378
Selling, general and administrative expenses									212,794	201,124	199,990
Depreciation and amortization									192,023	211,056	198,896
Operating income (loss)									287,774	268,766	257,666
Intersegment revenues									1,175	4,141	4,173
Segment assets	3,835,235				3,886,098				3,835,235	3,886,098	4,415,901
Capital expenditures									117,647	122,505	92,235
Share-based compensation expense									5,875	7,601	9,207
International Outdoor Advertising [Member]
Segment Reporting Information [Line Items]
Revenue									1,667,687	1,751,149	1,581,064
Direct operating expenses									1,024,596	1,067,022	999,594
Selling, general and administrative expenses									364,502	339,748	294,666
Depreciation and amortization									205,258	219,908	214,692
Operating income (loss)									73,331	124,471	72,112
Intersegment revenues									80
Segment assets	2,256,309				2,166,173				2,256,309	2,166,173	2,222,121
Capital expenditures									150,129	166,044	103,038
Share-based compensation expense									4,529	3,165	2,746
Other [Member]
Segment Reporting Information [Line Items]
Revenue									281,879	234,542	261,461
Direct operating expenses									25,088	27,807	27,953
Selling, general and administrative expenses									152,394	147,481	159,827
Depreciation and amortization									45,568	49,827	52,965
Operating income (loss)									58,829	9,427	20,716
Intersegment revenues									65,464	59,751	58,821
Segment assets	815,435				809,212				815,435	809,212	812,189
Capital expenditures									17,438	5,737	7,682
Corporate and Other Reconciling Items [Member]
Segment Reporting Information [Line Items]
Depreciation and amortization									15,037	14,270	9,643
Impairment charges									37,651	7,614	15,364
Corporate expenses									288,028	227,096	284,042
Other operating income - net									48,127	12,682	(16,710)
Operating income (loss)									(292,589)	(236,298)	(325,759)
Segment assets	1,183,936				1,316,310				1,183,936	1,316,310	1,598,218
Capital expenditures									39,245	19,490	10,728
Share-based compensation expense									11,151	5,295	15,141
Eliminations [Member]
Segment Reporting Information [Line Items]
Revenue									(66,719)	(63,892)	(63,269)
Direct operating expenses									(12,965)	(11,837)	(15,145)
Selling, general and administrative expenses									$ (53,754)	$ (52,055)	$ (48,124)

XML

Other Information (Schedule Of Other Current Assets) (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Other Information [Abstract]
Inventory	$ 23,110	$ 21,157
Deferred tax asset	19,249	16,573
Deposits	10,277	15,167
Deferred loan costs	44,446	53,672
Other	70,126	89,582
Total other current assets	$ 167,208	$ 196,151

XML

Property, Plant And Equipment, Intangible Assets And Goodwill (Tables)

12 Months Ended

Dec. 31, 2012

Property, Plant And Equipment, Intangible Assets And Goodwill [Abstract]

Schedule of Property, Plant and Equipment [Table Text Block]

(In thousands)		December 31,		December 31,
		2012		2011
Land, buildings and improvements	$	685,431	$	657,346
Structures		2,949,458		2,783,434
Towers, transmitters and studio equipment		427,679		400,832
Furniture and other equipment		431,757		365,137
Construction in progress		105,394		68,658
		4,599,719		4,275,407
Less: accumulated depreciation		1,562,865		1,212,080
Property, plant and equipment, net	$	3,036,854	$	3,063,327

Schedule of Definite-Lived Intangible Assets [Table Text Block]

(In thousands)			December 31, 2012				December 31, 2011
			Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Transit, street furniture and other outdoor contractual rights		$	785,303	$	(403,955)	$	773,238	$	(329,563)
Customer / advertiser relationships			1,210,245		(526,197)		1,210,269		(409,794)
Talent contracts			344,255		(177,527)		347,489		(139,154)
Representation contracts			243,970		(171,069)		237,451		(137,058)
Permanent easements			173,374		-		171,918		-
Other			387,973		(125,580)		389,060		(96,096)
	Total	$	3,145,120	$	(1,404,328)	$	3,129,425	$	(1,111,665)

Schedule of Future Amortization Expenses [Table Text Block]

(In thousands)
2013	$	283,942
2014		264,221
2015		239,211
2016		223,293
2017		196,681

Schedule of Changes in Carrying Amount of Goodwill [Table Text Block]

(In thousands)			CCME		Americas Outdoor Advertising		International Outdoor Advertising		Other		Consolidated
Balance as of December 31, 2010		$	3,140,198	$	571,932	$	290,310	$	116,886	$	4,119,326
	Impairment		-		-		(1,146)		-		(1,146)
	Acquisitions		82,844		-		2,995		212		86,051
	Dispositions		(10,542)		-		-		-		(10,542)
	Foreign currency		-		-		(6,898)		-		(6,898)
	Other		(73)		-		-		-		(73)
Balance as of December 31, 2011		$	3,212,427	$	571,932	$	285,261	$	117,098	$	4,186,718
	Acquisitions		24,842		-		-		51		24,893
	Dispositions		(489)		-		(2,729)		-		(3,218)
	Foreign currency		-		-		7,784		-		7,784
	Other		(92)		-		-		-		(92)
Balance as of December 31, 2012		$	3,236,688	$	571,932	$	290,316	$	117,149	$	4,216,085

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Long-Term Debt (Schedule of Debt Maturities) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Debt Maturities [Abstract]
2013	$ 381,729
2014	1,331,856
2015	270,959
2016	10,016,646
2017	74
Thereafter	9,154,754
Total	$ 21,156,018

XML

Property, Plant And Equipment, Intangible Assets And Goodwill (Schedule Of Changes In Carrying Amount Of Goodwill) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Goodwill [Line Items]
Beginning balance	$ 4,186,718	$ 4,119,326
Impairment		(1,146)	2,100
Acquisitions	24,893	86,051
Dispositions	(3,218)	(10,542)
Foreign currency	7,784	(6,898)
Other	(92)	(73)
Ending balance	4,216,085	4,186,718	4,119,326
CCME [Member]
Goodwill [Line Items]
Beginning balance	3,212,427	3,140,198
Impairment		0
Acquisitions	24,842	82,844
Dispositions	(489)	(10,542)
Foreign currency	0	0
Other	(92)	(73)
Ending balance	3,236,688	3,212,427
Americas Outdoor Advertising [Member]
Goodwill [Line Items]
Beginning balance	571,932	571,932
Impairment		0
Acquisitions	0	0
Dispositions	0	0
Foreign currency	0	0
Other	0	0
Ending balance	571,932	571,932
International Outdoor Advertising [Member]
Goodwill [Line Items]
Beginning balance	285,261	290,310
Impairment		(1,146)
Acquisitions	0	2,995
Dispositions	(2,729)	0
Foreign currency	7,784	(6,898)
Other	0	0
Ending balance	290,316	285,261
Other [Member]
Goodwill [Line Items]
Beginning balance	117,098	116,886
Impairment		0
Acquisitions	51	212
Dispositions	0	0
Foreign currency	0	0
Other	0	0
Ending balance	$ 117,149	$ 117,098

XML

Other Information (Schedule Of Accumulated Other Comprehensive Loss) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Other Information [Abstract]
Cumulative currency translation adjustment	$ (178,372)	$ (212,761)
Cumulative unrealized gain (losses) on security	66,982	41,302
Cumulative other adjustments	6,286	5,708
Cumulative unrealized gain (losses) on cash flow derivatives	(48,180)	(100,292)	(134,067)
Total accumulated other comprehensive loss	$ (153,284)	$ (266,043)

XML

Summary of Significant Accounting Policies (Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Impairment		$ (1,146,000)	$ 2,100,000
Other than temporary impairment for equity method investments	2,600,000	4,800,000	6,500,000
Other than temporary impairment for available for sale securities	4,600,000	4,800,000	6,500,000
Barter and trade revenues	56,500,000	61,200,000	67,000,000
Barter and trade expenses	58,800,000	63,400,000	66,400,000
Advertising expenses	$ 113,400,000	$ 92,200,000	$ 82,000,000
Building and Improvements [Member]
Useful life minimum	10
Useful life maximum	39
Structures [Member]
Useful life minimum	5
Useful life maximum	15
Towers, Transmitters and Studio Equipment [Member]
Useful life minimum	7
Useful life maximum	20
Furniture and other equipment [Member]
Useful life minimum	3
Useful life maximum	20
Minimum [Member]
Percentage of ownership	20.00%
Maximum [Member]
Percentage of ownership	50.00%

XML

Fair Value Measurements (Schedule Of Available For Sale Securities) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Cost	$ 12,976	$ 12,552
Gross unrealized gains	106,220	65,214
Fair value	119,196	77,766
Available-for sale [Member]
Cost	5,207	7,786
Gross unrealized gains	106,220	65,214
Fair value	111,427	73,000
Other cost investments [Member]
Cost	7,769	4,766
Fair value	$ 7,769	$ 4,766

XML

Member's Interest (Share Based Compensation) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
ShareBasedCompensationAbstract
Total share based compensation expense	$ 28,540	$ 20,667	$ 34,246
Direct operating expenses [Member]
ShareBasedCompensationAbstract
Total share based compensation expense	11,011	10,013	11,996
Selling, general & administrative expenses [Member]
ShareBasedCompensationAbstract
Total share based compensation expense	6,378	5,359	7,109
Corporate expenses [Member]
ShareBasedCompensationAbstract
Total share based compensation expense	$ 11,151	$ 5,295	$ 15,141

XML

Income Taxes (Schedule Of Unrecognized Tax Benefits) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Income Tax Disclosure [Abstract]
Balance at beginning of period	$ 175,782	$ 225,469
Increases for tax position taken in the current year	10,575	5,373
Increases for tax positions taken in previous years	14,774	12,115
Decreases for tax position taken in previous years	(55,113)	(37,677)
Decreases due to settlements with tax authorities	(7,581)	(29,443)
Decreases due to lapse of statute of limitations		(55)
Balance at end of period	$ 138,437	$ 175,782

XML

Long-Term Debt (Narrative) (Details) (USD $)	12 Months Ended			12 Months Ended			0 Months Ended														3 Months Ended							12 Months Ended		3 Months Ended				3 Months Ended
	Dec. 31, 2011	Oct. 30, 2015	Dec. 31, 2012	Dec. 31, 2012 C C Holdings Finco [Member]	Dec. 31, 2012 Other Stock Holders [Member]	Dec. 31, 2012 C C O H [Member]	Mar. 15, 2012 Subordinated Debt [Member]	Dec. 31, 2012 Subordinated Debt [Member]	Mar. 31, 2012 Tranche A Term Loan [Member]	Mar. 31, 2012 Tranche B Term Loan [Member]	Mar. 31, 2012 Tranche C Term Loan [Member]	Mar. 31, 2012 Delayed Draw Term Loan Facilities [Member]	May 02, 2016 Senior Cash Pay Notes [Member]	Dec. 31, 2012 Senior Cash Pay Notes [Member]	May 02, 2016 Senior Toggle Notes [Member]	Dec. 31, 2012 Senior Toggle Notes [Member]	Dec. 31, 2012 PIK [Member]	Dec. 31, 2012 Priority Guarantee Notes 2019 [Member]	Dec. 31, 2012 Priority Guarantee Notes 2021 [Member]	Mar. 31, 2011 Initial Notes [Member]	Jun. 30, 2011 Additional Notes [Member]	Dec. 31, 2012 6.5% Series A Senior Notes Due 2022 [Member]	Dec. 31, 2012 6.5% Series B Senior Notes Due 2022 [Member]	Dec. 31, 2012 7.625% Series B Senior Subordinated Notes [Member]	Dec. 31, 2012 7.625% Series A Senior Subordinated Notes [Member]	Dec. 31, 2012 Existing CCWH Senior Notes [Member]	Dec. 31, 2012 Senior Notes [Member]	Dec. 31, 2011 Clear Channel Senior Notes, 6.25% [Member]	Dec. 31, 2011 Senior Notes, 4.4% [Member]	Mar. 31, 2012 Clear Channel Senior Notes, 5% [Member]	Dec. 31, 2011 Senior Notes, 5.5% [Member] C C Holdings Finco [Member]	Dec. 31, 2010 Senior Notes, 7.65% [Member]	Dec. 31, 2010 Senior Notes, 4.5% [Member]	Mar. 31, 2012 Senior Secured Credit Facility [Member]	Mar. 31, 2011 Senior Secured Credit Facility [Member]	Dec. 31, 2014 Senior Secured Credit Facility [Member]	Dec. 31, 2013 Senior Secured Credit Facility [Member]	Jun. 30, 2013 Senior Secured Credit Facility [Member]	Dec. 31, 2012 Senior Secured Credit Facility [Member]	Dec. 31, 2012 Senior Secured Credit Facility [Member] Post Amendments [Member]	Dec. 31, 2012 Senior Secured Credit Facility [Member] Fed Fund Rate [Member]	Dec. 31, 2012 Senior Secured Credit Facility [Member] Maximum [Member]	Dec. 31, 2012 Senior Secured Credit Facility [Member] Median [Member]	Dec. 31, 2012 Senior Secured Credit Facility [Member] Minimum [Member]	Dec. 31, 2012 Senior Secured Credit Facility [Member] Tranche A Term Loan [Member]	Dec. 31, 2012 Senior Secured Credit Facility [Member] Tranche A Term Loan [Member] Post Amendments [Member]	Dec. 31, 2012 Senior Secured Credit Facility [Member] Tranche A Term Loan [Member] Base Rate Loans [Member]	Dec. 31, 2012 Senior Secured Credit Facility [Member] Tranche A Term Loan [Member] Euro Currency Rate Loans [Member]	Dec. 31, 2012 Senior Secured Credit Facility [Member] Tranche B Term Loan [Member]	Dec. 31, 2012 Senior Secured Credit Facility [Member] Tranche B Term Loan [Member] Base Rate Loans [Member]	Dec. 31, 2012 Senior Secured Credit Facility [Member] Tranche B Term Loan [Member] Euro Currency Rate Loans [Member]	Dec. 31, 2012 Senior Secured Credit Facility [Member] Tranche C Term Loan [Member]	Dec. 31, 2012 Receivables Based Facility [Member]	Mar. 31, 2011 Receivables Based Facility [Member] Before Amendments [Member]	Mar. 31, 2011 Receivables Based Facility [Member] Post Amendments [Member]	Dec. 31, 2012 Receivables Based Facility [Member] Base Rate Loans [Member]	Dec. 31, 2012 Receivables Based Facility [Member] Euro Currency Rate Loans [Member]	Dec. 31, 2012 Receivables Based Facility [Member] Fed Fund Rate [Member]	Dec. 31, 2012 Receivables Based Facility [Member] Maximum [Member] Base Rate Loans [Member]	Dec. 31, 2012 Receivables Based Facility [Member] Maximum [Member] Euro Currency Rate Loans [Member]	Dec. 31, 2012 Receivables Based Facility [Member] Minimum [Member]	Dec. 31, 2012 Receivables Based Facility [Member] Minimum [Member] Base Rate Loans [Member]	Dec. 31, 2012 Receivables Based Facility [Member] Minimum [Member] Euro Currency Rate Loans [Member]	Mar. 31, 2012 Revolving Credit Facility [Member]
Long Term Debt Other Disclosures [Abstract]
Weighted average interest rate	6.20%		6.70%
Principal amount																				$ 1,000,000,000	$ 750,000,000									$ 249,900,000
Stated interest rate														10.75%		11.00%	11.75%													5.00%		7.65%	4.50%
Maturity date														2016		2016	2016																																				December 24, 2017
Market value	16,200,000,000		18,600,000,000
Discount			33,000,000																		46,200,000	7,400,000
Percentage of principal sale price																		99.00%			93.845%
Deferred finance costs																		11,900,000		39,500,000	7,100,000	30,000,000			40,000,000
Line of credit facility maximum borrowing capacity																																																					535,000,000	783,500,000	625,000,000									10,000,000
Percentage of eligible accounts receivable																																																					90.00%
Amount outstanding		500,000,000											500,000,000		500,000,000												1,700,000,000												9,075,500,000						846,900,000				7,714,900,000			513,700,000
Base maximum incremental term loans permitted																																							1,500,000,000	5,000,000,000
Amount of debt already issued																																								2,000,000,000
Percentage of EBITDA over base maximum incremental																																							0.65%
Margin percentages																																									0.50%						2.40%	3.40%		2.65%	3.65%					0.75%	1.75%	0.50%	1.00%	2.00%		0.50%	1.50%
Percentage of subsidary stock as collateral																																							100.00%
Initial commitment fee rate																																																					0.375%								0.25%
Maximum percentage of unused commitments to total commitments																																																					50.00%
Ratio of Series A to Series B																						25.00%			25.00%
Payment Terms [Abstract]
Loss on extinguishment of debt as a result of write-off of deferred debt issuance costs																																		15,200,000	5,700,000
Repayment																					203,800,000							692,700,000	140,200,000	50,100,000				2,096,200,000
Face value of debt repaid																															80,000,000	138,800,000	240,000,000
Payments for repurchases of debt																										1,724,700,000					57,100,000
Proceeds available for repayment of debt																					703,800,000
Prepayment of indebtedness outstanding under credit facilities	500,000,000
Permissable amount to be repaid with cash on hand																																														200,000,000
Prepayment of debt																																		7,600,000	500,000,000
Voluntary debt prepayment									16,200,000	129,800,000	10,000,000	14,500,000																						170,500,000
Accrued interest paid																																5,100,000
Redemption percentage of face value before redemption date														100.00%		100.00%		100.00%	100.00%			100.00%	100.00%	100.00%	100.00%
Redemption date														August 1, 2012		August 1, 2012		July 15, 2015	March 1, 2016			November 15, 2017	November 15, 2017	March 15, 2015	March 15, 2015
Percentage of aggregate principal redeemable																		40.00%	40.00%			40.00%	40.00%	40.00%	40.00%
Redemption percentage of face value after redemption date																		109.00%	109.00%			106.50%	106.50%	107.625%	107.625%
Obligated payment to bondholders																57,400,000
Exchange of debt																										2,000,000,000
Payment Terms Percentages [Abstract]
Percentage of excess cash flow permitted to prepay outstanding debt																																										50.00%	25.00%	0.00%
Percentage of proceeds of asset sales permitted to prepay outstanding debt																																										100.00%
Percentage of proceeds of subsidiary sales permitted to prepay outstanding debt																																										100.00%	75.00%	50.00%
Percentage of net proceeds of debt permitted to prepay outstanding debt																																										100.00%
Consolidated leverage ratio																																							7.00%
Use Of Proceeds [Abstract]
Proceeds from issuance of senior secured debt				1,925,700,000		2,170,400,000
Proceeds available for general corporate purposes																					500,000,000
Related party loan to CCOI								2,167,000,000
Dividends declared per share							$ 6.0832
Dividends payable date of record							March 12, 2012
Maximum permissable dividends																							525,000,000	525,000,000
Dividends paid to noncontrolling interest					244,700,000
Principal amount held for subsidiary																												57,300,000	109,800,000
Special cash dividends date paid							March 15, 2012
Certain Covenants [Abstract]
Consolidated EBITDA for preceeding four quarters																																							2,000,000,000
EBITDA Adjustment - Closures and consolidation of facilities																																							80,200,000
EBITDA Adjustment - Non-recurring or unusual gains or losses																																							51,000,000
EBITDA Adjustment - Non-cash items																																							45,500,000
EBITDA Adjustment - Various other items																																							18,500,000
EBITDA Adjustment - Cash received from nonconsolidated affiliates																																							$ 20,100,000
Maximum ratio of total debt to EBITDA																						7.0	7.0	7.0	7.0											8.75	9	9.25	9.5
Current ratio of total debt to EBITDA																																							5.9
Aggregate percentage of commitments																																																					10.00%
Minimum fixed charge coverage ratio																																																					1.00
Maximum ratio of senior debt to EBITDA																						5.0	5.0

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Investments

12 Months Ended

Dec. 31, 2012

Investments [Abstract]

Investments [Text Block]

NOTE 3 – INVESTMENTS

The Company's most significant investments in nonconsolidated affiliates are listed below:

Australian Radio Network

The Company owns a fifty-percent (50%) interest in Australian Radio Network (“ARN”), an Australian company that owns and operates radio stations in Australia and New Zealand.

Summarized Financial Information

The following table summarizes the Company's investments in nonconsolidated affiliates:

(In thousands)		ARN		All Others		Total
Balance at December 31, 2010	$	342,785	$	14,966	$	357,751
Cash advances (repayments)		-		(929)		(929)
Dispositions of investments, net		-		(6,316)		(6,316)
Equity in earnings		20,958		6,000		26,958
Foreign currency transaction adjustment		(153)		-		(153)
Foreign currency translation adjustment		(1,125)		290		(835)
Distributions received		(15,088)		(1,701)		(16,789)
Other		-		-		-
Balance at December 31, 2011	$	347,377	$	12,310	$	359,687
Cash advances (repayments)		(8,758)		3,082		(5,676)
Acquisitions of investments, net		-		2,704		2,704
Equity in earnings (loss)		18,621		(64)		18,557
Foreign currency transaction adjustment		(1,189)		-		(1,189)
Foreign currency translation adjustment		8,085		(10)		8,075
Distributions received		(11,074)		(642)		(11,716)
Other		-		470		470
Balance at December 31, 2012	$	353,062	$	17,850	$	370,912

The investments in the table above are not consolidated, but are accounted for under the equity method of accounting, whereby the Company records its investments in these entities in the balance sheet as “Other assets.” The Company's interests in their operations are recorded in the statement of comprehensive loss as “Equity in earnings of nonconsolidated affiliates.”

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Member's Interest (Narrative) (Details) (USD $)	0 Months Ended	12 Months Ended
	Nov. 19, 2012	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Share Based Arrangements To Obtain Goods And Services [Abstract]
Options granted vest based on market conditions		$ 15,700,000
Share Based Compensation Arrangement By Share Based Payment Award Options Additional Disclosures [Abstract]
Weighted average grant date fair value of options granted		$ 2.68	$ 2.69	$ 4.79
Tax benefit related to the share-based compensation expense		10,800,000	7,900,000	13,000,000
Unrecognized compensation cost, net of estimated forfeitures, related to unvested share-based compensation arrangements that will vest based on service conditions.		30,300,000
Replacement stock options	1,800,000
Incremental compensation expense	1,700,000
Compensation expense recognized related to tax assistance program	2,600,000
Restricted shares issued in connection with the tax assistance program		652,000
Put option purchase price per share				$ 36.00
Restricted shares issued in connection with voluntary stock option exchange		3,300,000
CCMH [Member]
Share Based Compensation Arrangement By Share Based Payment Award Options Additional Disclosures [Abstract]
Fair value of options vested		3,900,000	3,800,000	4,500,000
CCOH [Member]
Share Based Compensation Arrangement By Share Based Payment Award Options Additional Disclosures [Abstract]
Weighted average grant date fair value of options granted		$ 4.43	$ 8.30	$ 5.65
Fair value of options vested		11,500,000	8,200,000	15,900,000
Cash received for options exercised		6,400,000	1,400,000	900,000
Total instrinsic value of the options exercised		$ 7,900,000	$ 1,500,000	$ 1,100,000
CCMH Restricted Stock [Member]
Share Based Compensation Arrangement By Share Based Payment Award Options Additional Disclosures [Abstract]
Stock options repurchased	900,000
2008 Executive Incentive Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award Options Additional Disclosures [Abstract]
Stock options granted under the Clear Channel 2008 Executive Incentive Plan	2,000,000

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Investments (Narrative) (Details) (Australian Radio Network [Member])	Dec. 31, 2012
Australian Radio Network [Member]
Percentage of ownership	50.00%

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2012

Fair Value Measurements [Abstract]

Schedule of Fair Value of Available-for-Sale and Other Investments [Table Text Block]

(In thousands)				Gross		Gross
				Unrealized		Unrealized		Fair
Investments		Cost		Losses		Gains		Value
2012
Available-for-sale	$	5,207	$	-	$	106,220	$	111,427
Other cost investments		7,769		-		-		7,769
Total	$	12,976	$	-	$	106,220	$	119,196
2011
Available-for-sale	$	7,786	$	-	$	65,214	$	73,000
Other cost investments		4,766		-		-		4,766
Total	$	12,552	$	-	$	65,214	$	77,766

Schedule of Accumulated Other Comprehensive Loss on Interest Rate Swaps [Table Text Block]

(In thousands)		Accumulated other
		comprehensive loss
Balance at December 31, 2010	$	134,067
Other comprehensive income		33,775
Balance at December 31, 2011		100,292
Other comprehensive income		52,112
Balance at December 31, 2012	$	48,180

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Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2012

Long-Term Debt [Abstract]

Schedule of Long-Term Debt [Table Text Block]

(In thousands)			December 31,		December 31,
			2012		2011
Senior Secured Credit Facilities:
	Term Loan A Facility Due 2014	$	846,890	$	1,087,090
	Term Loan B Facility Due 2016		7,714,843		8,735,912
	Term Loan C - Asset Sale Facility Due 2016 (1)		513,732		670,845
	Revolving Credit Facility Due 2014		-		1,325,550
	Delayed Draw Term Loan Facilities Due 2016		-		976,776
Receivables Based Facility Due 2014			-		-
Priority Guarantee Notes Due 2019			1,999,815		-
Priority Guarantee Notes Due 2021			1,750,000		1,750,000
Other Secured Subsidiary Debt			25,507		30,976
Total Consolidated Secured Debt			12,850,787		14,577,149
Senior Cash Pay Notes Due 2016			796,250		796,250
Senior Toggle Notes Due 2016			829,831		829,831
Clear Channel Senior Notes:
	5.0% Senior Notes Due 2012		-		249,851
	5.75% Senior Notes Due 2013		312,109		312,109
	5.5% Senior Notes Due 2014		461,455		461,455
	4.9% Senior Notes Due 2015		250,000		250,000
	5.5% Senior Notes Due 2016		250,000		250,000
	6.875% Senior Notes Due 2018		175,000		175,000
	7.25% Senior Notes Due 2027		300,000		300,000
Subsidiary Senior Notes:
	9.25 % Series A Senior Notes Due 2017		-		500,000
	9.25 % Series B Senior Notes Due 2017		-		2,000,000
	6.5 % Series A Senior Notes Due 2022		735,750		-
	6.5 % Series B Senior Notes Due 2022		1,989,250		-
Subsidiary Senior Subordinated Notes:
	7.625 % Series A Senior Notes Due 2020		275,000		-
	7.625 % Series B Senior Notes Due 2020		1,925,000		-
Other Clear Channel Subsidiary Debt			5,586		19,860
Purchase accounting adjustments and original issue discount			(408,921)		(514,336)
			20,747,097		20,207,169
Less: current portion			381,728		268,638
Total long-term debt		$	20,365,369	$	19,938,531

Schedule of Debt Repurchases, Maturities and Other [Table Text Block]

(In thousands)		Years Ended December 31,
		2012		2011		2010
CC Investments
Principal amount of debt repurchased	$	-	$	-	$	185,185
Deferred loan costs and other		-		-		104
Gain recorded in "Other income (expense) - net"(2)		-		-		(60,289)
Cash paid for repurchases of long-term debt	$	-	$	-	$	125,000
CC Finco, LLC
Principal amount of debt repurchased	$	-	$	80,000	$	-
Purchase accounting adjustments(1)		-		(20,476)		-
Gain recorded in "Other income (expense) - net"(2)		-		(4,274)		-
Cash paid for repurchases of long-term debt	$	-	$	55,250	$	-

Schedule of Maturities of Long-Term Debt [Table Text Block]

(in thousands)
2013	$	381,729
2014		1,331,856
2015		270,959
2016		10,016,646
2017		74
Thereafter		9,154,754
Total (1)	$	21,156,018

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Guarantees (Narrative) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012
GuaranteeObligationsLineItems
Surety bonds outstanding	$ 50.0
Letters of credit outstanding	137.7
Cash securing letters of credit	70.7
Letters of credit as collateral	5.0
Outstanding bank guarantees	51.8
Cash collateral of bank guarantees	$ 4.6

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Investments (Schedule Of Investment In Nonconsolidated affiliates) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Investment, beginning balance				$ 359,687				$ 357,751	$ 359,687	$ 357,751
Cash advances (repayments)	(5,676)				(929)				(5,676)	(929)
Additions (dispositions) of investments, net									2,704	(6,316)
Equity in earnings (loss)	6,643	3,663	4,696	3,555	13,502	5,210	5,271	2,975	18,557	26,958	5,702
Foreign currency transaction adjustment									(3,018)	(234)	(12,783)
Foreign currency translation adjustment									3,210	(449)	5,916
Distributions received									(11,716)	(16,789)
Other	470				0				470	0
Investment, ending balance	370,912				359,687				370,912	359,687	357,751
ARN [Member]
Investment, beginning balance				347,377				342,785	347,377	342,785
Cash advances (repayments)	(8,758)				0				(8,758)	0
Additions (dispositions) of investments, net									0	0
Equity in earnings (loss)									18,621	20,958
Foreign currency transaction adjustment									(1,189)	(153)
Foreign currency translation adjustment									8,085	(1,125)
Distributions received									(11,074)	(15,088)
Other	0				0				0	0
Investment, ending balance	353,062				347,377				353,062	347,377
All Others [Member]
Investment, beginning balance				12,310				14,966	12,310	14,966
Cash advances (repayments)	3,082				(929)				3,082	(929)
Additions (dispositions) of investments, net									2,704	(6,316)
Equity in earnings (loss)									(64)	6,000
Foreign currency transaction adjustment									0	0
Foreign currency translation adjustment									(10)	290
Distributions received									(642)	(1,701)
Other	470				0				470	0
Investment, ending balance	$ 17,850				$ 12,310				$ 17,850	$ 12,310

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Commitments And Contingencies (Tables)

12 Months Ended

Dec. 31, 2012

Commitments and Contingencies [Abstract]

Schedule of Future Minimum Rental Commitments [Table Text Block]

(In thousands)						Capital
		Non-Cancelable		Non-Cancelable		Expenditure		Employment/Talent
		Operating Lease		Contracts		Commitments		Contracts
2013	$	380,288	$	561,837	$	80,143	$	85,762
2014		330,397		473,937		25,426		66,304
2015		316,951		418,056		21,273		60,383
2016		255,262		311,899		7,688		58,320
2017		210,444		154,668		11,112		17,536
Thereafter		1,283,847		450,526		932		-
Total	$	2,777,189	$	2,370,923	$	146,574	$	288,305

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2012

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

(In thousands)			Years Ended December 31,
			2012		2011		2010
Current - Federal		$	61,655	$	18,608	$	(4,534)
Current - foreign			(48,579)		(51,293)		(41,388)
Current - state			(9,408)		14,719		(5,278)
	Total current benefit (expense)		3,668		(17,966)		(51,200)
Deferred - Federal			261,014		126,078		211,137
Deferred - foreign			27,970		13,708		(3,859)
Deferred - state			15,627		4,158		3,902
	Total deferred benefit		304,611		143,944		211,180
Income tax benefit		$	308,279	$	125,978	$	159,980

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

(In thousands)			2012		2011
Deferred tax liabilities:
	Intangibles and fixed assets	$	2,418,558	$	2,381,177
	Long-term debt		381,712		465,201
	Foreign		21,828		43,305
	Investments in nonconsolidated affiliates		49,654		46,502
	Unrealized loss in marketable securities		13,768		-
	Other investments		2,122		7,068
	Other		5,480		25,834
Total deferred tax liabilities			2,893,122		2,969,087
Deferred tax assets:
	Accrued expenses		82,550		92,038
	Unrealized gain in marketable securities		-		6,833
	Net operating losses		1,107,594		917,078
	Bad debt reserves		8,418		10,767
	Deferred Income		553		590
	Other		35,693		33,931
Total gross deferred tax assets			1,234,808		1,061,237
	Less: Valuation allowance		12,312		14,177
Total deferred tax assets			1,222,496		1,047,060
Net deferred tax liabilities		$	1,670,626	$	1,922,027

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

			Years Ended December 31,
(In thousands)			2012			2011			2010
			Amount	Percent		Amount	Percent		Amount	Percent
Income tax benefit at
	statutory rates	$	251,814	35%	$	137,903	35%	$	217,991	35%
State income taxes, net of
	Federal tax benefit		6,218	1%		18,877	5%		(1,376)	(0%)
Foreign taxes			8,782	2%		(4,683)	(1%)		(30,967)	(5%)
Nondeductible items			(4,617)	(1%)		(3,154)	(1%)		(3,165)	(0%)
Changes in valuation allowance
	and other estimates		50,697	7%		(15,816)	(4%)		(16,263)	(3%)
Impairment charge			-	0%		-	0%		-	0%
Other, net			(4,615)	(1%)		(7,149)	(2%)		(6,240)	(1%)
Income tax benefit		$	308,279	43%	$	125,978	32%	$	159,980	26%

Schedule of Unrecognized Tax Benefits [Table Text Block]

(In thousands)		Years Ended December 31,
Unrecognized Tax Benefits		2012		2011
Balance at beginning of period	$	175,782	$	225,469
Increases for tax position taken in the current year		10,575		5,373
Increases for tax positions taken in previous years		14,774		12,115
Decreases for tax position taken in previous years		(55,113)		(37,677)
Decreases due to settlements with tax authorities		(7,581)		(29,443)
Decreases due to lapse of statute of limitations		-		(55)
Balance at end of period	$	138,437	$	175,782

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Property, Plant And Equipment, Intangible Assets And Goodwill

12 Months Ended

Dec. 31, 2012

Property, Plant And Equipment, Intangible Assets And Goodwill [Abstract]

Property, Plant And Equipment, Intangible Assets And Goodwill [Text Block]

NOTE 2 – Property, plant and equipment, INTANGIBLE ASSETS AND GOODWILL

Acquisitions

During 2012, a wholly owned subsidiary of the Company completed the acquisition of WOR-AM in New York City for $30.0 million and WFNX-FM in Boston for $14.5 million. These acquisitions resulted in an aggregate increase of $5.3 million to property plant and equipment, $15.2 million to intangible assets and $24.7 million to goodwill, in addition to $0.7million of assumed liabilities.

During 2011, a wholly owned subsidiary of the Company purchased a complementary traffic operation to its existing traffic business for $24.3million. Immediately after closing, the acquired subsidiaries repaid pre-existing, intercompany debt owed in the amount of $95.0million. The acquisition resulted in an increase of $17.2million to property, plant and equipment, $35.0million to intangible assets and $70.6 million to goodwill.During 2011, a subsidiary of the Company also acquired Brouwer& Partners, a street furniture business in Holland, for $12.5million.

Property, Plant and Equipment

The Company's property, plant and equipment consisted of the following classes of assets at December 31,2012 and 2011, respectively.

(In thousands)		December 31,		December 31,
		2012		2011
Land, buildings and improvements	$	685,431	$	657,346
Structures		2,949,458		2,783,434
Towers, transmitters and studio equipment		427,679		400,832
Furniture and other equipment		431,757		365,137
Construction in progress		105,394		68,658
		4,599,719		4,275,407
Less: accumulated depreciation		1,562,865		1,212,080
Property, plant and equipment, net	$	3,036,854	$	3,063,327

The Company impaired outdoor advertising structures in its Americas outdoor segment by $1.7million and $4.0million during 2012 and 2010, respectively.

Indefinite-lived Intangible Assets

The Company's indefinite-lived intangible assets consist of FCC broadcast licenses and billboard permits. FCC broadcast licenses are granted to radio stations for up to eight years under the Telecommunications Act of 1996 (the “Act”). The Act requires the FCC to renew a broadcast license if the FCC finds that the station has served the public interest, convenience and necessity, there have been no serious violations of either the Communications Act of 1934 or the FCC's rules and regulations by the licensee, and there have been no other serious violations which taken together constitute a pattern of abuse. The licenses may be renewed indefinitely at little or no cost. The Company does not believe that the technology of wireless broadcasting will be replaced in the foreseeable future.

The Company's billboard permits are granted for the right to operate an advertising structure at the specified location as long as the structure is in compliance with the laws and regulations of each jurisdiction. The Company's permits are located on owned land, leased land or land for which we have acquired permanent easements. In cases where the Company's permits are located on leased land, the leases typically have initial terms of between 10and 20years and renew indefinitely, with rental payments generally escalating at an inflation-based index. If the Company loses its lease, the Company will typically obtain permission to relocate the permit or bank it with the municipality for future use. Due to significant differences in both business practices and regulations, billboards in the International outdoor segment are subject to long-term, finite contracts unlike the Company's permits in the United States and Canada. Accordingly, there are no indefinite-lived intangible assets in the International outdoor segment.

The impairment tests for indefinite-lived intangible assets consist of a comparison between the fair value of the indefinite-lived intangible asset at the market level with its carrying amount. If the carrying amount of the indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized equal to that excess. After an impairment loss is recognized, the adjusted carrying amount of the indefinite-lived asset is its new accounting basis. The fair value of the indefinite-lived asset is determined using the direct valuation method as prescribed in ASC805-20-S99. Under the direct valuation method, the fair value of the indefinite-lived assets is calculated at the market level as prescribed by ASC350-30-35. The Company engaged Mesirow Financial, a third-party valuation firm, to assist it in the development of the assumptions and the Company's determination of the fair value of its indefinite-lived intangible assets.

The application of the direct valuation method attempts to isolate the income that is properly attributable to the indefinite-lived intangible asset alone (that is, apart from tangible and identified intangible assets and goodwill). It is based upon modeling a hypothetical “greenfield” build-up to a “normalized” enterprise that, by design, lacks inherent goodwill and whose only other assets have essentially been paid for (or added) as part of the build-up process. The Company forecasts revenue, expenses, and cash flows over a ten-year period for each of its markets in its application of the direct valuation method. The Company also calculates a “normalized” residual year which represents the perpetual cash flows of each market. The residual year cash flow was capitalized to arrive at the terminal value of the licenses in each market.

Under the direct valuation method, it is assumed that rather than acquiring indefinite-lived intangible assets as part of a going concern business, the buyer hypothetically develops indefinite-lived intangible assets and builds a new operation with similar attributes from scratch. Thus, the buyer incurs start-up costs during the build-up phase which are normally associated with going concern value. Initial capital costs are deducted from the discounted cash flow model which results in value that is directly attributable to the indefinite-lived intangible assets.

The 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 risk-adjusted discount rate and terminal values. This data is populated using industry normalized information representing an average FCC license or billboard permit within a market.

Annual Impairment Test to FCC Licenses and Billboard Permits

The Company performs its annual impairment test on October1 of each year.

During 2012, the Company recognized a $35.9million impairment charge related to billboard permits in certain markets due to a change in the Company's forecast of revenue growth within the markets. During 2011, the Company recognized a $6.5million impairment charge related to billboard permits in one market due to significant declines in permit value resulting from flat revenues, a slight decline in margin and increased capital expenditures within the market. There was no impairment of FCC licenses during 2012 or 2011.During 2010, although the aggregate fair values of FCC licenses and billboard permits increased, certain markets experienced continuing declines. As a result, impairment charges were recorded in 2010 for FCC licenses and billboard permits of $0.5million and $4.8million, respectively.

Other Intangible Assets

Other intangible assets include definite-lived intangible assets and permanent easements. The Company's definite-lived intangible assets include primarily transit 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's future cash flows. Permanent easements are indefinite-lived intangible assets which include certain rights to use real property not owned by the Company. There were no impairments of other intangible assets for the years ended December31, 2012 and 2011. The Company impaired certain definite-lived intangible assets primarily related to a talent contract in its CCME segment by $3.9million in 2010.

The following table presents the gross carrying amount and accumulated amortization for each major class of other intangible assets at December 31, 2012 and 2011, respectively:

(In thousands)			December 31, 2012				December 31, 2011
			Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Transit, street furniture and other outdoor contractual rights		$	785,303	$	(403,955)	$	773,238	$	(329,563)
Customer / advertiser relationships			1,210,245		(526,197)		1,210,269		(409,794)
Talent contracts			344,255		(177,527)		347,489		(139,154)
Representation contracts			243,970		(171,069)		237,451		(137,058)
Permanent easements			173,374		-		171,918		-
Other			387,973		(125,580)		389,060		(96,096)
	Total	$	3,145,120	$	(1,404,328)	$	3,129,425	$	(1,111,665)

Total amortization expense related to definite-lived intangible assets was $300.0 million, $328.3million and $332.3millionfor the years ended December 31, 2012, 2011 and 2010, respectively.

As acquisitions and dispositions occur in the future, amortization expense may vary. The following table presents the Company's estimate of amortization expense for each of the five succeeding fiscal years for definite-lived intangible assets:

(In thousands)
2013	$	283,942
2014		264,221
2015		239,211
2016		223,293
2017		196,681

Annual Impairment Test to Goodwill

The Company performs its annual impairment test on October1 of each year. Each of the Company's U.S. radio markets and outdoor advertising markets are components. The U.S. radio markets are aggregated into a single reporting unit and the U.S. outdoor advertising markets are aggregated into a single reporting unit for purposes of the goodwill impairment test using the guidance in ASC350-20-55. The Company also determined that within its Americas outdoor segment, Canada constitutes a separate reporting unit and each country in its International outdoor segment constitutes a separate reporting unit.

The goodwill impairment test is a two-step process. The first step, used to screen for potential impairment, compares the fair value of the reporting unit with its carrying amount, including goodwill. If applicable, the second step, used to measure the amount of the impairment loss, compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill.

Each of the Company's reporting units is valued using a discounted cash flow model which requires estimating future cash flows expected to be generated from the reporting unit, discounted to their present value using a risk-adjusted discount rate. Terminal values were also estimated and discounted to their present value. Assessing the recoverability of goodwill requires the Company to make estimates and assumptions about sales, operating margins, growth rates and 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 recognized no goodwill impairment for the year ended December31, 2012.

In 2011, the Company utilized the option to assess qualitative factors under ASC 350-20-35 to determine whether it was more likely than not that the fair value of its reporting units was less than their carrying amounts, including goodwill. Based on a qualitative assessment, the Company concluded that no further testing of goodwill for impairment was required for its CCME reporting unit and for all of the reporting units within its Americas outdoor segment. Further testing was required for four of the countries within its International outdoor segment.

If further testing of goodwill for impairment is required after assessing qualitative factors, the Company follows the two-step impairment testing approach in accordance with ASC350-20-35. The first step, used to screen for potential impairment, compares the fair value of the reporting unit with its carrying amount, including goodwill. If applicable, the second step, used to measure the amount of the impairment loss, compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill.For the year ended December31, 2011, the Company recognized a non-cash impairment charge to goodwill of $1.1million due to a decline in the fair value of one country within the Company's International outdoor segment.

For the year ended December31, 2010, the Company performed a quantitative assessment as of October1, 2010 and recognized a non-cash impairment charge to goodwill of $2.1million due to a decline in fair value in one country within the Company's International outdoor segment.

The following table presents the changes in the carrying amount of goodwill in each of the Company's reportable segments. The provisions of ASC350-20-50-1 require the disclosure of cumulative impairment. As a result of the merger, a new basis in goodwill was recorded in accordance with ASC805-10. All impairments shown in the table below have been recorded subsequent to the merger and, therefore, do not include any pre-merger impairment.

(In thousands)			CCME		Americas Outdoor Advertising		International Outdoor Advertising		Other		Consolidated
Balance as of December 31, 2010		$	3,140,198	$	571,932	$	290,310	$	116,886	$	4,119,326
	Impairment		-		-		(1,146)		-		(1,146)
	Acquisitions		82,844		-		2,995		212		86,051
	Dispositions		(10,542)		-		-		-		(10,542)
	Foreign currency		-		-		(6,898)		-		(6,898)
	Other		(73)		-		-		-		(73)
Balance as of December 31, 2011		$	3,212,427	$	571,932	$	285,261	$	117,098	$	4,186,718
	Acquisitions		24,842		-		-		51		24,893
	Dispositions		(489)		-		(2,729)		-		(3,218)
	Foreign currency		-		-		7,784		-		7,784
	Other		(92)		-		-		-		(92)
Balance as of December 31, 2012		$	3,236,688	$	571,932	$	290,316	$	117,149	$	4,216,085

The balance at December31, 2010 is net of cumulative impairments of $3.5billion, $2.6billion, $314.8million and $212.0million in the Company's CCME, Americas outdoor, International outdoor and Other segments, respectively.

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Member's Interest (Tables)

12 Months Ended

Dec. 31, 2012

Disclosure of Share-Based Payments [Abstract]

Schedule of Stock Options and Valuation Assumptions [Table Text Block]

	Years Ended December 31,
	2012	2011	2010
Expected volatility	71% – 77%	67%	58%
Expected life in years	6.3 – 6.5	6.3 – 6.5	5.0 – 7.0
Risk-free interest rate	0.97% – 1.55%	1.22% – 2.37%	2.03% – 2.74%
Dividend yield	0%	0%	0%

	Years Ended December 31,
	2012	2011	2010
Expected volatility	54% – 56%	57%	58%
Expected life in years	6.3	6.3	5.5 – 7.0
Risk-free interest rate	0.92% – 1.48%	1.26% – 2.75%	1.38% – 3.31%
Dividend yield	0%	0%	0%

Schedule of Stock Options Vested and Expected to Vest Outstanding [Table Text Block]

(In thousands, except per share data)	Options	Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding, January 1, 2012	5,042	$	22.49
Granted (1)	249		10.00
Exercised	-		-
Exchanged (2)	(2,024)		10.00
Forfeited	(375)		16.97
Expired	(100)		32.66
Outstanding, December 31, 2012 (3)	2,792		30.82	6.5 years	-
Exercisable	1,204		26.95	5.7 years	-
Expected to Vest	968		33.14	7.9 years	-

(In thousands, except per share data)	Options	Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding, January 1, 2012	8,991	$	15.10
Granted (1)	2,812		6.64
Exercised (2)	(1,029)		4.06
Forfeited	(884)		7.87
Expired	(1,509)		12.23
Outstanding, December 31, 2012	8,381		9.22	6.2 years	$ 8,813
Exercisable	4,548		11.26	4.5 years	$ 4,792
Expected to vest	3,574		9.53	8.3 years	$ 1,186

Schedule of Unvested Stock Options Activity [Table Text Block]

(In thousands, except per share data)	Options	Weighted Average Grant Date Fair Value
Unvested, January 1, 2012	4,048	$	7.10
Granted	249		2.68
Vested (1)	(501)		7.74
Exchanged	(1,833)		3.38
Forfeited	(375)		3.34
Unvested, December 31, 2012	1,588		11.38

(In thousands, except per share data)	Options	Weighted Average Grant Date Fair Value
Unvested, January 1, 2012	3,993	$	6.41
Granted	2,812		4.43
Vested (1)	(2,088)		5.48
Forfeited	(884)		5.80
Unvested, December 31, 2012	3,833		5.19

Schedule of Restricted Stock and Restricted Stock Units Activity [Table Text Block]

(In thousands, except per share data)	Awards	Price
Outstanding, January 1, 2012	445	$	36.00
Granted (1)	4,204		2.93
Vested (restriction lapsed)	(1,380)		8.32
Forfeited (2)	(662)		3.01
Outstanding, December 31, 2012	2,607		5.69

(In thousands, except per share data)	Awards	Price
Outstanding, January 1, 2012	83	$	8.69
Granted	1,267		6.04
Vested (restriction lapsed)	(190)		5.35
Forfeited	(75)		9.03
Outstanding, December 31, 2012	1,085		6.26

Schedule of Share-Based Compensation Cost [Table Text Block]

(In thousands)	Years Ended December 31,
	2012		2011		2010
Direct operating expenses	$	11,011	$	10,013	$	11,996
Selling, general &administrative expenses		6,378		5,359		7,109
Corporate expenses		11,151		5,295		15,141
Total share based compensation expense	$	28,540	$	20,667	$	34,246

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Guarantor Subsidiaries (Schedule Of Guarantor Obligations, Cash Flow) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Cash flows from operating activities:
Consolidated net income (loss)	$ (196,782)	$ (38,584)	$ (27,709)	$ (148,115)	$ (31,400)	$ (67,291)	$ (37,975)	$ (131,363)	$ (411,190)	$ (268,029)	$ (462,853)
Reconciling items:
Impairment charges	37,651	0	0	0	7,614	0	0	0	37,651	7,614	15,364
Depreciation and amortization	189,730	182,350	181,839	175,366	192,422	197,532	189,641	183,711	729,285	763,306	732,869
Deferred taxes									(304,611)	(143,944)	(211,180)
Provision for doubtful accounts									11,715	13,723	23,118
Amortization of deferred financing charges and note discounts, net									164,097	188,034	214,950
Share-based compensation									28,540	20,667	34,246
(Gain) loss on disposal of operating assets									(48,127)	(12,682)	16,710
Loss on marketable securities	4,580	0	0	0	4,827	0	0	0	4,580	4,827	6,490
Equity in (earnings) of nonconsolidated affiliates	(6,643)	(3,663)	(4,696)	(3,555)	(13,502)	(5,210)	(5,271)	(2,975)	(18,557)	(26,958)	(5,702)
Loss on extinguishment of debt	239,556	0	0	15,167	0	(4,274)	0	5,721	254,723	1,447	(60,289)
Other reconciling items - net									17,800	16,120	26,090
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
(Increase) decrease in accounts receivable									(34,238)	(7,835)	(119,860)
Decrease in Federal income taxes receivable									0	0	132,309
Increase (decrease) in accrued expenses									34,874	(127,242)	117,432
(Decrease) in accounts payable and other liabilities									(19,048)	(15,131)	(6,924)
Increase (decrease) in accrued interest									20,223	39,170	87,053
Increase (decrease) in deferred income									33,482	(10,776)	796
Changes in other operating assets and liabilities									(12,501)	(68,353)	41,754
Net cash provided by (used for) operating activities									488,698	373,958	582,373
Cash flows from investing activities:
Proceeds from sale of other investments									0	6,894	1,200
Purchases of businesses									(50,116)	(46,356)	0
Purchases of property, plant and equipment									(390,280)	(362,281)	(241,464)
Proceeds from disposal of assets									59,665	54,270	28,637
Purchases of other operating assets									(14,826)	(20,995)	(16,110)
Change in other - net									(1,464)	382	(12,460)
Net Cash Provided by (Used in) Investing Activities									(397,021)	(368,086)	(240,197)
Cash flows from financing activities:
Draws on credit facilities									604,563	55,000	198,670
Payments on credit facilities									(1,931,419)	(960,332)	(152,595)
Proceeds from long-term debt									4,917,643	1,731,266	145,639
Payments on long-term debt									(3,346,906)	(1,398,299)	(369,372)
Repurchases of long-term debt									0	(55,250)	(125,000)
Dividends paid									(244,734)	0	0
Deferred financing charges									(83,617)	(46,659)	0
Change in other - net									(10,879)	(23,842)	(2,586)
Net cash provided by (used for) financing activities									(95,349)	(698,116)	(305,244)
Net increase (decrease) increase in cash and cash equivalents									(3,672)	(692,244)	36,932
Cash and cash equivalents at beginning of period				1,228,682				1,920,926	1,228,682	1,920,926	1,883,994
Cash and cash equivalents at end of period	1,225,010				1,228,682				1,225,010	1,228,682	1,920,926
Parent Company [Member]
Cash flows from operating activities:
Consolidated net income (loss)									(336,674)	(230,822)	(462,563)
Reconciling items:
Deferred taxes									289	(1,180)	(1,445)
Equity in (earnings) of nonconsolidated affiliates									329,817	223,915	454,779
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
Decrease in Federal income taxes receivable											4,187
Changes in other operating assets and liabilities									(1,237)	(125)	(547)
Net cash provided by (used for) operating activities									(7,805)	(8,212)	(5,589)
Cash flows from financing activities:
Intercompany funding	10,401				8,518				10,401	8,518	2,975
Change in other - net									(2,596)	(306)	2,614
Net cash provided by (used for) financing activities									7,805	8,212	5,589
Subsidiary Issuer [Member]
Cash flows from operating activities:
Consolidated net income (loss)									(329,817)	(223,915)	(454,779)
Reconciling items:
Deferred taxes									(164,738)	(249,392)	(250,630)
Amortization of deferred financing charges and note discounts, net									196,549	222,908	251,590
Loss on marketable securities									1
Equity in (earnings) of nonconsolidated affiliates									(492,819)	(629,915)	(428,976)
Loss on extinguishment of debt									33,652	5,721
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
Decrease in Federal income taxes receivable											382,024
Increase (decrease) in accrued expenses										(4,341)
(Decrease) in accounts payable and other liabilities									(17,783)
Increase (decrease) in accrued interest									21,731	16,866	131,055
Changes in other operating assets and liabilities									(41,762)	26,946	(79,835)
Net cash provided by (used for) operating activities									(794,986)	(835,122)	(449,551)
Cash flows from investing activities:
Change in other - net									1,925,661
Net Cash Provided by (Used in) Investing Activities									1,925,661
Cash flows from financing activities:
Draws on credit facilities									602,500	55,000	194,000
Payments on credit facilities									(1,928,051)	(956,181)	(105,500)
Intercompany funding	903,857				1,486,401				903,857	1,486,401	605,939
Proceeds from long-term debt										1,724,650	138,795
Payments on long-term debt									(695,342)	(1,428,051)	(383,682)
Deferred financing charges									(13,629)	(46,697)
Net cash provided by (used for) financing activities									(1,130,665)	835,122	449,552
Net increase (decrease) increase in cash and cash equivalents									10		1
Cash and cash equivalents at beginning of period				1				1	1	1
Cash and cash equivalents at end of period	11				1				11	1	1
Guarantor Subsidiaries [Member]
Cash flows from operating activities:
Consolidated net income (loss)									370,016	537,331	321,784
Reconciling items:
Impairment charges											3,871
Depreciation and amortization									328,633	327,240	317,761
Deferred taxes									20,143	109,795	56,272
Provision for doubtful accounts									4,459	7,604	14,312
Amortization of deferred financing charges and note discounts, net									(7,534)	(6,144)	(3,908)
Share-based compensation									17,951	9,754	22,200
(Gain) loss on disposal of operating assets									2,825	(4,091)	(7,043)
Loss on marketable securities									2,001
Equity in (earnings) of nonconsolidated affiliates									174,774	(54,407)	80,040
Loss on extinguishment of debt										1
Other reconciling items - net									(7,623)	1,083	(149)
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
(Increase) decrease in accounts receivable									12,256	(13,090)	(73,082)
Decrease in Federal income taxes receivable											(304,098)
Increase (decrease) in accrued expenses									9,432	(93,854)	71,525
(Decrease) in accounts payable and other liabilities									(25,854)	(52,995)	(11,740)
Increase (decrease) in accrued interest										20,813
Increase (decrease) in deferred income									9,521	(427)	8,024
Changes in other operating assets and liabilities									20,915	(78,254)	34,229
Net cash provided by (used for) operating activities									931,915	710,359	529,998
Cash flows from investing activities:
Proceeds from sale of other investments										(700)
Purchases of businesses									(45,395)	(207)
Purchases of property, plant and equipment									(114,023)	(69,650)	(45,868)
Proceeds from disposal of assets									3,223	41,387	20,884
Purchases of other operating assets									(9,107)	(6,201)	(14,269)
Investment in Clear Channel notes											(125,000)
Change in other - net									1,918,909	69	35,325
Net Cash Provided by (Used in) Investing Activities									1,753,607	(35,302)	(128,928)
Cash flows from financing activities:
Intercompany funding	(896,192)				(1,414,366)				(896,192)	(1,414,366)	(439,697)
Proceeds from long-term debt										1,604
Payments on long-term debt									(927)	(22,155)	(4)
Dividends paid									(1,916,207)
Deferred financing charges										38
Change in other - net										1,032
Net cash provided by (used for) financing activities									(2,813,326)	(1,433,847)	(439,701)
Net increase (decrease) increase in cash and cash equivalents									(127,804)	(758,790)	(38,631)
Cash and cash equivalents at beginning of period				461,572				1,220,362	461,572	1,220,362	1,258,993
Cash and cash equivalents at end of period	333,768				461,572				333,768	461,572	1,220,362
Non-Guarantor Subsidiaries [Member]
Cash flows from operating activities:
Consolidated net income (loss)									(37,775)	181,085	43,435
Reconciling items:
Impairment charges									37,651	7,614	11,493
Depreciation and amortization									400,652	436,066	415,108
Deferred taxes									(160,305)	(3,167)	(15,377)
Provision for doubtful accounts									7,256	6,119	8,806
Amortization of deferred financing charges and note discounts, net									(103,271)	(104,277)	(109,547)
Share-based compensation									10,589	10,913	12,046
(Gain) loss on disposal of operating assets									(50,952)	(8,591)	23,753
Loss on marketable securities									2,578	4,827	6,490
Equity in (earnings) of nonconsolidated affiliates									(19,464)	(26,987)	(5,749)
Loss on extinguishment of debt									221,071
Other reconciling items - net									25,423	15,037	26,239
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
(Increase) decrease in accounts receivable									(46,494)	5,255	(46,778)
Decrease in Federal income taxes receivable											50,196
Increase (decrease) in accrued expenses									25,442	(29,047)	45,907
(Decrease) in accounts payable and other liabilities									24,589	37,864	4,816
Increase (decrease) in accrued interest									(2,377)	1,127	243
Increase (decrease) in deferred income									23,961	(10,349)	(7,228)
Changes in other operating assets and liabilities									10,452	(16,556)	43,662
Net cash provided by (used for) operating activities									369,026	506,933	507,515
Cash flows from investing activities:
Proceeds from maturity of Clear Channel notes	50,149				167,022				50,149	167,022	10,025
Proceeds from sale of other investments										7,594	18,700
Purchases of businesses									(4,721)	(46,149)
Purchases of property, plant and equipment									(276,257)	(292,631)	(195,596)
Proceeds from disposal of assets									56,442	12,883	7,753
Purchases of other operating assets									(5,719)	(14,794)	(1,841)
Investment in Clear Channel notes					(55,250)					(55,250)
Change in other - net									(4,857)	(16,761)	(12,335)
Net Cash Provided by (Used in) Investing Activities									(184,963)	(238,086)	(173,294)
Cash flows from financing activities:
Draws on credit facilities									2,063		4,670
Payments on credit facilities									(3,368)	(4,151)	(47,095)
Intercompany funding	(18,066)				(80,553)				(18,066)	(80,553)	(169,217)
Proceeds from long-term debt									4,917,643	5,012	6,844
Payments on long-term debt									(2,700,786)	(115,115)	(13,211)
Dividends paid									(2,179,849)
Deferred financing charges									(69,988)
Change in other - net									(7,590)	(7,494)	(40,650)
Net cash provided by (used for) financing activities									(59,941)	(202,301)	(258,659)
Net increase (decrease) increase in cash and cash equivalents									124,122	66,546	75,562
Cash and cash equivalents at beginning of period				767,109				700,563	767,109	700,563	625,001
Cash and cash equivalents at end of period	891,231				767,109				891,231	767,109	700,563
Eliminations [Member]
Cash flows from operating activities:
Consolidated net income (loss)									(76,940)	(531,708)	89,270
Reconciling items:
Amortization of deferred financing charges and note discounts, net									78,353	75,547	76,815
Equity in (earnings) of nonconsolidated affiliates									(10,865)	460,436	(105,796)
Loss on extinguishment of debt										(4,275)	(60,289)
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
Increase (decrease) in accrued interest									869	364	(44,245)
Changes in other operating assets and liabilities									(869)	(364)	44,245
Net cash provided by (used for) operating activities									(9,452)
Cash flows from investing activities:
Proceeds from maturity of Clear Channel notes	(50,149)				(167,022)				(50,149)	(167,022)	(10,025)
Proceeds from sale of other investments											(17,500)
Investment in Clear Channel notes					55,250					55,250	125,000
Change in other - net									(3,841,177)	17,074	(35,450)
Net Cash Provided by (Used in) Investing Activities									(3,891,326)	(94,698)	62,025
Cash flows from financing activities:
Payments on long-term debt									50,149	167,022	27,525
Repurchases of long-term debt										(55,250)	(125,000)
Dividends paid									3,851,322
Change in other - net									(693)	(17,074)	35,450
Net cash provided by (used for) financing activities									$ 3,900,778	$ 94,698	$ (62,025)

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Property, Plant And Equipment, Intangible Assets And Goodwill (Schedule Of Definite-Lived Intangible Assets) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Definite-Lived Intangible Assets
Gross Carrying Amount	$ 3,145,120	$ 3,129,425
Accumulated Amortization	(1,404,328)	(1,111,665)
Transit, street furniture and other outdoor contractual rights [Member]
Definite-Lived Intangible Assets
Gross Carrying Amount	785,303	773,238
Accumulated Amortization	(403,955)	(329,563)
Customer / advertiser relationships [Member]
Definite-Lived Intangible Assets
Gross Carrying Amount	1,210,245	1,210,269
Accumulated Amortization	(526,197)	(409,794)
Talent contracts [Member]
Definite-Lived Intangible Assets
Gross Carrying Amount	344,255	347,489
Accumulated Amortization	(177,527)	(139,154)
Representation contracts [Member]
Definite-Lived Intangible Assets
Gross Carrying Amount	243,970	237,451
Accumulated Amortization	(171,069)	(137,058)
Permanent easements [Member]
Definite-Lived Intangible Assets
Gross Carrying Amount	173,374	171,918
Accumulated Amortization	0	0
Other [Member]
Definite-Lived Intangible Assets
Gross Carrying Amount	387,973	389,060
Accumulated Amortization	$ (125,580)	$ (96,096)

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Fair Value Measurements (Schedule Of Accumulated Other Comprehensive Loss - Interest Rate Swaps) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Derivative Instruments, Gain (Loss)
Balance at beginning of year	$ 100,292	$ 134,067
Other comprehensive income	52,112	33,775
Balance at end of year	$ 48,180	$ 100,292

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Other Information (Schedule Of Other Assets) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Other Information [Abstract]
Investment in, and advances to, nonconsolidated affiliates	$ 370,912	$ 359,687
Other investments	119,196	77,766
Notes receivable	363	512
Prepaid expenses	32,382	600
Deferred loan costs	157,726	188,823
Deposits	18,420	17,790
Prepaid rent	71,942	79,244
Other	28,942	36,917
Non-qualified plan assets	10,593	10,539
Total other assets	$ 810,476	$ 771,878

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
CURRENT ASSETS
Cash and cash equivalents	$ 1,225,010	$ 1,228,682
Accounts receivable, net	1,423,999	1,399,135
Prepaid expenses	177,590	161,317
Other current assets	167,208	196,151
Total Current Assets	2,993,807	2,985,285
PROPERTY, PLANT AND EQUIPMENT
Structures, net	1,890,693	1,950,437
Other property, plant and equipment, net	1,146,161	1,112,890
INTANGIBLE ASSETS AND GOODWILL
Indefinite-lived intangibles - licenses	2,423,979	2,411,367
Indefinite-lived intangibles - permits	1,070,720	1,105,704
Other intangibles, net	1,740,792	2,017,760
Goodwill	4,216,085	4,186,718
OTHER ASSETS
Other Assets Noncurrent	810,476	771,878
Total Assets	16,292,713	16,542,039
CURRENT LIABILITIES
Accounts payable	136,318	121,575
Accrued expenses	772,963	735,152
Accrued interest	180,572	160,361
Current portion of long-term debt	381,728	268,638
Deferred income	172,672	143,236
Other current liabilities	137,889	0
Total Current Liabilities	1,782,142	1,428,962
Long-term debt	20,365,369	19,938,531
Deferred income taxes	1,689,876	1,938,599
Other long-term liabilities	450,517	707,888
Commitments and contingent liabilities (Note 7)
MEMBER'S DEFICIT
Noncontrolling interest	303,997	521,794
Member's interest	2,135,842	2,129,575
Retained deficit	(10,281,746)	(9,857,267)
Accumulated other comprehensive loss	(153,284)	(266,043)
Total member's interest (deficit)	(7,995,191)	(7,471,941)
Total Liabilities and Member's Deficit	$ 16,292,713	$ 16,542,039

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Asset Retirement Obligation (Narrative) (Details)	12 Months Ended
	Dec. 31, 2012
Asset Retirement Obligation [Abstract]
Asset Retirement Obligations Description	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.

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Cash flows from operating activities:
Consolidated net loss	$ (411,190)	$ (268,029)	$ (462,853)
Reconciling items:
Impairment charges	37,651	7,614	15,364
Depreciation and amortization	729,285	763,306	732,869
Deferred taxes	(304,611)	(143,944)	(211,180)
Provision for doubtful accounts	11,715	13,723	23,118
Amortization of deferred financing charges and note discounts, net	164,097	188,034	214,950
Share-based compensation	28,540	20,667	34,246
(Gain) loss on sale of operating and fixed assets	(48,127)	(12,682)	16,710
Loss on marketable securities	4,580	4,827	6,490
Equity in (earnings) of nonconsolidated affiliates	(18,557)	(26,958)	(5,702)
Loss on extinguishment of debt	254,723	1,447	(60,289)
Other reconciling items - net	17,800	16,120	26,090
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
(Increase) decrease in accounts receivable	(34,238)	(7,835)	(119,860)
Decrease in Federal income taxes receivable	0	0	132,309
Increase (decrease) in accrued expenses	34,874	(127,242)	117,432
(Decrease) in accounts payable and other liabilities	(19,048)	(15,131)	(6,924)
Increase in accrued interest	20,223	39,170	87,053
Increase (decrease) in deferred income	33,482	(10,776)	796
Changes in other operating assets and liabilities	(12,501)	(68,353)	41,754
Net cash provided by operating activities	488,698	373,958	582,373
Cash flows from investing activities:
Proceeds from sale of other investments	0	6,894	1,200
Purchases of businesses	(50,116)	(46,356)	0
Purchases of property, plant and equipment	(390,280)	(362,281)	(241,464)
Proceeds from disposal of assets	59,665	54,270	28,637
Purchases of other operating assets	(14,826)	(20,995)	(16,110)
Change in other - net	(1,464)	382	(12,460)
Net cash used for investing activities	(397,021)	(368,086)	(240,197)
Cash flows from financing activities:
Draws on credit facilities	604,563	55,000	198,670
Payments on credit facilities	(1,931,419)	(960,332)	(152,595)
Proceeds from long-term debt	4,917,643	1,731,266	145,639
Payments on long-term debt	(3,346,906)	(1,398,299)	(369,372)
Repurchases of long-term debt	0	(55,250)	(125,000)
Dividends paid	(244,734)	0	0
Deferred financing charges	(83,617)	(46,659)	0
Change in other - net	(10,879)	(23,842)	(2,586)
Net cash used for financing activities	(95,349)	(698,116)	(305,244)
Net increase (decrease) in cash and cash equivalents	(3,672)	(692,244)	36,932
Cash and cash equivalents at beginning of period	1,228,682	1,920,926	1,883,994
Cash and cash equivalents at end of period	1,225,010	1,228,682	1,920,926
Supplemental Disclosures [Abstract]
Cash paid during the year for interest	1,381,396	1,260,767	1,235,755
Cash paid during the year for income taxes	$ 52,517	$ 81,162	$ 0

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Income Taxes (Schedule Of Deferred Tax Liabilities And Assets) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Deferred Tax Liabilities [Abstract]
Intangibles and fixed assets	$ 2,418,558	$ 2,381,177
Long-term debt	381,712	465,201
Foreign	21,828	43,305
Investments in nonconsolidated affiliates	49,654	46,502
Unrealized loss in marketable securities	13,768
Other investments	2,122	7,068
Other	5,480	25,834
Total deferred tax liabilities	2,893,122	2,969,087
Deferred Tax Assets [Abstract]
Accrued expenses	82,550	92,038
Unrealized gain in marketable securites		6,833
Net operating losses	1,107,594	917,078
Bad debt reserves	8,418	10,767
Deferred income	553	590
Other	35,693	33,931
Total deferred tax assets	1,234,808	1,061,237
Less: Valuation allowance	12,312	14,177
Net deferred tax assets	1,222,496	1,047,060
Net deferred tax liabilities	$ 1,670,626	$ 1,922,027

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Quarterly Results Of Operations (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2012

Quarterly Results of Operations (Unaudited) [Abstract]

Schedule of Quarterly Results of Operations (Unaudited) [Table Text Block]

		Three Months Ended March 31,		Three Months Ended June 30,		Three Months Ended September 30,		Three Months Ended December 31,
		2012	2011	2012	2011	2012	2011	2012	2011
Revenue		$ 1,360,723	$ 1,320,826	$ 1,602,494	$ 1,604,386	$ 1,587,331	$ 1,583,352	$ 1,696,336	$ 1,652,788
Operating expenses:
	Direct operating expenses	614,434	584,069	607,095	630,015	624,526	654,163	650,495	635,789
	Selling, general and administrative expenses	423,628	372,710	398,123	420,436	419,855	402,160	431,841	421,952
	Corporate expenses	69,198	52,347	71,158	56,486	70,811	54,247	76,861	64,016
	Depreciation and amortization	175,366	183,711	181,839	189,641	182,350	197,532	189,730	192,422
	Impairment charges	-	-	-	-	-	-	37,651	7,614
	Other operating income (expense) - net	3,124	16,714	1,917	3,229	42,118	(6,490)	968	(771)
Operating income		81,221	144,703	346,196	311,037	331,907	268,760	310,726	330,224
Interest expense		374,016	369,666	385,867	358,950	388,210	369,233	400,930	368,397
Loss on marketable securities		-	-	-	-	-	-	(4,580)	(4,827)
Equity in earnings of nonconsolidated affiliates		3,555	2,975	4,696	5,271	3,663	5,210	6,643	13,502
Gain (loss) on extinguishment of debt		(15,167)	(5,721)	-	-	-	4,274	(239,556)	-
Other income (expense) - net		(1,106)	3,685	(1,397)	(4,517)	824	3,033	1,929	(5,370)
Loss before income taxes		(305,513)	(224,024)	(36,372)	(47,159)	(51,816)	(87,956)	(325,768)	(34,868)
Income tax benefit		157,398	92,661	8,663	9,184	13,232	20,665	128,986	3,468
Consolidated net loss		(148,115)	(131,363)	(27,709)	(37,975)	(38,584)	(67,291)	(196,782)	(31,400)
Less amount attributable to noncontrolling interest		(4,486)	469	11,316	15,204	11,977	6,765	(5,518)	11,627
Net loss attributable to the Company		$ (143,629)	$ (131,832)	$ (39,025)	$ (53,179)	$ (50,561)	$ (74,056)	$ (191,264)	$ (43,027)

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Member's Interest (Schedule Of Unvested Options) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
CCMH [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award Line Items
Unvested, January 1, 2012	4,048
Granted	249
Vested	(501)
Exchanged	(1,833)
Forfeited	(375)
Unvested, December 31, 2012	1,588
Unvested, January 1, 2012	$ 11.38	$ 7.10
Granted	$ 2.68
Vested	$ 7.74
Exchanged	$ 3.38
Forfeited	$ 3.34
Unvested, December 31, 2012	$ 11.38	$ 7.10
CCOH [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award Line Items
Unvested, January 1, 2012	3,993
Granted	2,812
Vested	(2,088)
Forfeited	(884)
Unvested, December 31, 2012	3,833
Unvested, January 1, 2012	$ 5.19	$ 6.41
Granted	$ 4.43
Vested	$ 5.48
Forfeited	$ 5.80
Unvested, December 31, 2012	$ 5.19	$ 6.41
CCMH Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award Line Items
Granted	4,204
Vested	(1,380)
Forfeited	(662)
Granted	$ 2.93
Vested	$ 8.32
Forfeited	$ 3.01
CCOH Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award Line Items
Granted	1,267
Vested	(190)
Forfeited	(75)
Unvested, January 1, 2012	$ 6.26	$ 8.69
Granted	$ 6.04
Vested	$ 5.35
Forfeited	$ 9.03
Unvested, December 31, 2012	$ 6.26	$ 8.69

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Guarantor Subsidiaries

12 Months Ended

Dec. 31, 2012

Guarantor Subsidiaries [Abstract]

Guarantor Subsidiaries [Text Block]

NOTE 16 – GUARANTOR SUBSIDIARIES

The Company and certain of Clear Channel's direct and indirect wholly-owned domestic subsidiaries (the “Guarantor Subsidiaries”) fully and unconditionally guaranteed on a joint and several basis certain of Clear Channel's outstanding indebtedness. The following consolidating schedules present financial information on a combined basis in conformity with the SEC's Regulation S-X Rule 3-10(d):

(In thousands)		December 31, 2012
		Parent		Subsidiary		Guarantor		Non-Guarantor
		Company		Issuer		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Cash and cash equivalents		$	-	$	11	$	333,768	$	891,231	$	-	$	1,225,010
Accounts receivable, net of allowance			-		-		678,448		745,551		-		1,423,999
Intercompany receivables (1)			37,822		3,995,170		166,019		-		(4,199,011)		-
Prepaid expenses			2,397		-		33,190		142,003		-		177,590
Other current assets			-		36,446		69,518		275,974		(214,730)		167,208
	Total Current Assets		40,219		4,031,627		1,280,943		2,054,759		(4,413,741)		2,993,807
Property, plant and equipment, net			-		-		827,623		2,209,231		-		3,036,854
Indefinite-lived intangibles - licenses			-		-		2,423,979		-		-		2,423,979
Indefinite-lived intangibles - permits			-		-		-		1,070,720		-		1,070,720
Definite-lived intangibles, net			-		-		1,174,818		565,974		-		1,740,792
Goodwill			-		-		3,350,083		866,002		-		4,216,085
Intercompany notes receivable			-		962,000		-		-		(962,000)		-
Long-term intercompany receivable			-		-		-		729,157		(729,157)		-
Investment in subsidiaries			(8,574,081)		3,848,000		552,184		-		4,173,897		-
Other assets			-		115,188		333,607		842,377		(480,696)		810,476
	Total Assets	$	(8,533,862)	$	8,956,815	$	9,943,237	$	8,338,220	$	(2,411,697)	$	16,292,713
Accounts payable		$	-	$	-	$	37,436	$	98,882	$	-	$	136,318
Accrued expenses			(1,732)		(103,240)		319,466		558,469		-		772,963
Accrued interest			-		210,874		-		(113)		(30,189)		180,572
Intercompany payable (1)			-		-		4,032,992		166,019		(4,199,011)		-
Current portion of long-term debt			-		372,321		-		9,407		-		381,728
Deferred income			-		-		62,901		109,771		-		172,672
Other current liabilities			-		76,939		-		60,950		-		137,889
	Total Current Liabilities		(1,732)		556,894		4,452,795		1,003,385		(4,229,200)		1,782,142
Long-term debt			-		16,310,694		4,000		4,935,388		(884,713)		20,365,369
Long-term intercompany payable			-		729,157		-		-		(729,157)		-
Intercompany long-term debt			-		-		962,000		-		(962,000)		-
Deferred income taxes			(13,556)		(94,322)		1,089,659		705,935		2,160		1,689,876
Other long-term liabilities			-		28,473		182,142		239,902		-		450,517
Total member's interest (deficit)			(8,518,574)		(8,574,081)		3,252,641		1,453,610		4,391,213		(7,995,191)
	Total Liabilities and Member's Equity	$	(8,533,862)	$	8,956,815	$	9,943,237	$	8,338,220	$	(2,411,697)	$	16,292,713

• The intercompany payable balance includes approximately $7.3billion of designated amounts of borrowing under the senior secured credit facilities by certain Guarantor Subsidiaries that are Co-Borrowers and primary obligors thereunder with respect to these amounts. These amounts were incurred by the Co-Borrowers at the time of the closing of the merger, but were funded and will be repaid through accounts of the Subsidiary Issuer. The intercompany receivables balance includes the amount of such borrowings, which are required to be repaid to the lenders under the senior secured credit facilities by the Guarantor Subsidiaries as Co-Borrowers and primary obligors thereunder.

(In thousands)		December 31, 2011
		Parent		Subsidiary		Guarantor		Non-Guarantor
		Company		Issuer		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Cash and cash equivalents		$	-	$	1	$	461,572	$	767,109	$	-	$	1,228,682
Accounts receivable, net of allowance			-		-		694,548		704,587		-		1,399,135
Intercompany receivables (1)			30,270		4,824,634		-		-		(4,854,904)		-
Prepaid expenses			2,251		-		25,944		133,122		-		161,317
Other current assets			-		46,018		81,620		144,573		(76,060)		196,151
	Total Current Assets		32,521		4,870,653		1,263,684		1,749,391		(4,930,964)		2,985,285
Property, plant and equipment, net			-		-		815,245		2,248,082		-		3,063,327
Indefinite-lived intangibles - licenses			-		-		2,411,367		-		-		2,411,367
Indefinite-lived intangibles - permits			-		-		-		1,105,704		-		1,105,704
Other intangibles, net			-		-		1,389,935		627,825		-		2,017,760
Goodwill			-		-		3,325,771		860,947		-		4,186,718
Intercompany notes receivable			-		962,000		-		-		(962,000)		-
Long-term intercompany receivable			-		-		-		656,040		(656,040)		-
Investment in subsidiaries			(8,342,987)		5,234,229		2,844,451		-		264,307		-
Other assets			-		167,337		254,435		907,567		(557,461)		771,878
	Total Assets	$	(8,310,466)	$	11,234,219	$	12,304,888	$	8,155,556	$	(6,842,158)	$	16,542,039
Accounts payable		$	-	$	-	$	26,119	$	95,456	$	-	$	121,575
Accrued expenses			(641)		(61,478)		266,249		531,022		-		735,152
Accrued interest			-		189,144		(1)		2,277		(31,059)		160,361
Intercompany payable (1)			-		-		4,743,944		110,960		(4,854,904)		-
Current portion of long-term debt			-		243,927		905		23,806		-		268,638
Deferred income			-		-		50,416		92,820		-		143,236
	Total Current Liabilities		(641)		371,593		5,087,632		856,341		(4,885,963)		1,428,962
Long-term debt			-		18,305,183		3,321		2,522,103		(892,076)		19,938,531
Long-term intercompany payable			-		655,930		110		-		(656,040)		-
Intercompany long-term debt			-		-		962,000		-		(962,000)		-
Deferred income taxes			(13,845)		39,173		1,055,533		858,908		(1,170)		1,938,599
Other long-term liabilities			-		205,327		220,546		282,015		-		707,888
Total member's interest (deficit)			(8,295,980)		(8,342,987)		4,975,746		3,636,189		555,091		(7,471,941)
	Total Liabilities and Member's Equity	$	(8,310,466)	$	11,234,219	$	12,304,888	$	8,155,556	$	(6,842,158)	$	16,542,039

• The intercompany payable balance includes approximately $7.3billion of designated amounts of borrowing under the senior secured credit facilities by certain Guarantor Subsidiaries that are Co-Borrowers and primary obligors thereunder with respect to these amounts. These amounts were incurred by the Co-Borrowers at the time of the closing of the merger, but were funded and will be repaid through accounts of the Subsidiary Issuer. The intercompany receivables balance includes the amount of such borrowings, which are required to be repaid to the lenders under the senior secured credit facilities by the Guarantor Subsidiaries as Co-Borrowers and primary obligors thereunder.

(In thousands)		Year Ended December 31, 2012
		Parent		Subsidiary		Guarantor		Non-Guarantor
		Company		Issuer		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Revenue		$	-	$	-	$	3,288,779	$	2,974,108	$	(16,003)	$	6,246,884
Operating expenses:
	Direct operating expenses		-		-		883,190		1,621,341		(7,981)		2,496,550
	Selling, general and administrative expenses		-		-		1,090,006		591,463		(8,022)		1,673,447
	Corporate expenses		10,829		-		171,771		105,428		-		288,028
	Depreciation and amortization		-		-		328,633		400,652		-		729,285
	Impairment charge		-		-		-		37,651		-		37,651
	Other operating income (expense) – net		-		-		(2,825)		50,952		-		48,127
Operating income (loss)			(10,829)		-		812,354		268,525		-		1,070,050
Interest (income) expense – net			-		1,307,703		23,143		139,824		78,353		1,549,023
Loss on marketable securities			-		(1)		(2,001)		(2,578)		-		(4,580)
Equity in earnings (loss) of nonconsolidated affiliates			(329,817)		492,819		(174,774)		19,464		10,865		18,557
Loss on debt extinguishment			-		(33,652)		-		(221,071)		-		(254,723)
Other income (expense) – net			-		(1)		3,960		5,743		(9,452)		250
Income (loss) before income taxes			(340,646)		(848,538)		616,396		(69,741)		(76,940)		(719,469)
Income tax benefit (expense)			3,972		518,721		(246,380)		31,966		-		308,279
Consolidated net income (loss)			(336,674)		(329,817)		370,016		(37,775)		(76,940)		(411,190)
	Less amount attributable to noncontrolling interest		-		-		(10,613)		23,902		-		13,289
Net income (loss) attributable to the Company		$	(336,674)	$	(329,817)	$	380,629	$	(61,677)	$	(76,940)	$	(424,479)
Other comprehensive income (loss), net of tax:
	Foreign currency translation adjustments		-		-		(399)		40,641		-		40,242
	Unrealized gain (loss) on securities and derivatives:
	Unrealized holding gain (loss) on marketable securities		-		-		25,676		(8,151)		5,578		23,103
	Unrealized holding loss on cash flow derivatives		-		52,112		-		-		-		52,112
	Reclassification adjustment		2		(2)		-		3,180		-		3,180
	Equity in subsidiary comprehensive income (loss)		107,179		55,069		33,967		-		(196,215)		-
Comprehensive income (loss)			(229,493)		(222,638)		439,873		(26,007)		(267,577)		(305,842)
	Less amount attributable to noncontrolling interest		-		-		4,175		1,703		-		5,878
Comprehensive income (loss) attributable to the Company		$	(229,493)	$	(222,638)	$	435,698	$	(27,710)	$	(267,577)	$	(311,720)

(In thousands)			Year Ended December 31, 2011
			Parent		Subsidiary		Guarantor		Non-Guarantor
			Company		Issuer		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Revenue			$	-	$	-	$	3,121,308	$	3,059,676	$	(19,632)	$	6,161,352
	Operating expenses:
	Direct operating expenses			-		-		849,834		1,660,786		(6,584)		2,504,036
	Selling, general and administrative expenses			-		-		1,062,726		567,580		(13,048)		1,617,258
	Corporate expenses			10,878		-		125,964		90,254		-		227,096
	Depreciation and amortization			-		-		327,240		436,066		-		763,306
	Impairment charges			-		-		-		7,614		-		7,614
	Other operating income – net			-		-		4,091		8,591		-		12,682
Operating income (loss)				(10,878)		-		759,635		305,967		-		1,054,724
Interest expense – net				13		1,360,995		2,370		27,321		75,547		1,466,246
Loss on marketable securities				-		-		-		(4,827)		-		(4,827)
Equity in earnings (loss) of nonconsolidated affiliates				(223,915)		629,915		54,407		26,987		(460,436)		26,958
Loss on debt extinguishment				-		(5,721)		(1)		-		4,275		(1,447)
Other income (expense) – net				(1)		1		590		(3,759)		-		(3,169)
Income (loss) before income taxes				(234,807)		(736,800)		812,261		297,047		(531,708)		(394,007)
Income tax benefit (expense)				3,985		512,885		(274,930)		(115,962)		-		125,978
Consolidated net income (loss)				(230,822)		(223,915)		537,331		181,085		(531,708)		(268,029)
	Less amount attributable to noncontrolling interest			-		-		13,792		20,273		-		34,065
Net income (loss) attributable to the Company			$	(230,822)	$	(223,915)	$	523,539	$	160,812	$	(531,708)	$	(302,094)
Other comprehensive income (loss), net of tax:
	Foreign currency translation adjustments			-		-		1,267		(30,914)		-		(29,647)
	Unrealized gain (loss) on securities and derivatives:
		Unrealized holding gain (loss) on marketable securities		-		-		4,610		(2,874)		(1,960)		(224)
		Unrealized holding loss on cash flow derivatives		-		33,775		-		-		-		33,775
	Reclassification adjustment			-		-		-		3,787		-		3,787
	Equity in subsidiary comprehensive income (loss)			5,518		(28,257)		(38,702)		-		61,441		-
Comprehensive income (loss)				(225,304)		(218,397)		490,714		130,811		(472,227)		(294,403)
	Less amount attributable to noncontrolling interest			-		-		(4,594)		8,918		-		4,324
Comprehensive income (loss) attributable to the Company			$	(225,304)	$	(218,397)	$	495,308	$	121,893	$	(472,227)	$	(298,727)

(In thousands)			Year Ended December 31, 2010
			Parent		Subsidiary		Guarantor		Non-Guarantor
			Company		Issuer		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Revenue			$	-	$	-	$	3,044,866	$	2,824,400	$	(3,581)	$	5,865,685
Operating expenses:
	Direct operating expenses			-		-		818,001		1,564,515		(869)		2,381,647
	Selling, general and administrative expenses			-		-		1,060,262		512,662		(2,712)		1,570,212
	Corporate expenses			12,274		28		164,144		107,596		-		284,042
	Depreciation and amortization			-		-		317,761		415,108		-		732,869
	Impairment charges			-		-		3,871		11,493		-		15,364
	Other operating income – net			-		-		7,043		(23,753)		-		(16,710)
Operating income (loss)				(12,274)		(28)		687,870		189,273		-		864,841
Interest expense – net				17		1,415,932		379		40,198		76,815		1,533,341
Loss on marketable securities				-		-		-		(6,490)		-		(6,490)
Equity in earnings (loss) of nonconsolidated affiliates				(454,779)		428,976		(80,040)		5,749		105,796		5,702
Loss on debt extinguishment				-		-		-		-		60,289		60,289
Other income (expense) – net				(1)		(1)		(2,496)		(11,336)		-		(13,834)
Income (loss) before income taxes				(467,071)		(986,985)		604,955		136,998		89,270		(622,833)
Income tax benefit (expense)				4,508		532,206		(283,171)		(93,563)		-		159,980
Consolidated net income (loss)				(462,563)		(454,779)		321,784		43,435		89,270		(462,853)
	Less amount attributable to noncontrolling interest			-		-		5,130		11,106		-		16,236
Net income (loss) attributable to the Company			$	(462,563)	$	(454,779)	$	316,654	$	32,329	$	89,270	$	(479,089)
Other comprehensive income (loss), net of tax:
	Foreign currency translation adjustments			-		-		(903)		27,204		-		26,301
	Unrealized gain (loss) on securities and derivatives:
		Unrealized holding gain (loss) on marketable securities		-		-		24,996		(7,809)		-		17,187
		Unrealized holding loss on cash flow derivatives		-		15,112		-		-		-		15,112
	Reclassification adjustment			-		-		-		14,750		-		14,750
	Equity in subsidiary comprehensive income (loss)			64,493		49,381		26,528		-		(140,402)		-
Comprehensive income (loss)				(398,070)		(390,286)		367,275		66,474		(51,132)		(405,739)
	Less amount attributable to noncontrolling interest			-		-		1,240		7,617		-		8,857
Comprehensive income (loss) attributable to the Company			$	(398,070)	$	(390,286)	$	366,035	$	58,857	$	(51,132)	$	(414,596)

(In thousands)		Year Ended December 31, 2012
		Parent		Subsidiary		Guarantor		Non-Guarantor
		Company		Issuer		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Cash flows from operating activities:
Consolidated net income (loss)		$	(336,674)	$	(329,817)	$	370,016	$	(37,775)	$	(76,940)	$	(411,190)
Reconciling items:
	Impairment charges		-		-		-		37,651		-		37,651
	Depreciation and amortization		-		-		328,633		400,652		-		729,285
	Deferred taxes		289		(164,738)		20,143		(160,305)		-		(304,611)
	Provision for doubtful accounts		-		-		4,459		7,256		-		11,715
	Amortization of deferred financing charges and note discounts, net		-		196,549		(7,534)		(103,271)		78,353		164,097
	Share-based compensation		-		-		17,951		10,589		-		28,540
	Gain (loss) on disposal of operating assets		-		-		2,825		(50,952)		-		(48,127)
	Loss on marketable securities		-		1		2,001		2,578		-		4,580
	Equity in (earnings) loss of nonconsolidated affiliates		329,817		(492,819)		174,774		(19,464)		(10,865)		(18,557)
	Loss on extinguishment of debt		-		33,652		-		221,071		-		254,723
	Other reconciling items – net		-		-		(7,623)		25,423		-		17,800
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
	(Increase) decrease in accounts receivable		-		-		12,256		(46,494)		-		(34,238)
	Increase in accrued expenses		-		-		9,432		25,442		-		34,874
	Increase (decrease) in accounts payable and other liabilities		-		(17,783)		(25,854)		24,589		-		(19,048)
	Increase (decrease) in accrued interest		-		21,731		-		(2,377)		869		20,223
	Increase in deferred income		-		-		9,521		23,961		-		33,482
	Changes in other operating assets and liabilities		(1,237)		(41,762)		20,915		10,452		(869)		(12,501)
Net cash provided by (used for) operating activities			(7,805)		(794,986)		931,915		369,026		(9,452)		488,698
Cash flows from investing activities:
	Proceeds from maturity of Clear Channel notes		-		-		-		50,149		(50,149)		-
	Purchases of businesses		-		-		(45,395)		(4,721)		-		(50,116)
	Purchases of property, plant and equipment		-		-		(114,023)		(276,257)		-		(390,280)
	Proceeds from disposal of assets		-		-		3,223		56,442		-		59,665
	Purchases of other operating assets		-		-		(9,107)		(5,719)		-		(14,826)
	Change in other – net		-		1,925,661		1,918,909		(4,857)		(3,841,177)		(1,464)
Net cash provided by (used for) investing activities			-		1,925,661		1,753,607		(184,963)		(3,891,326)		(397,021)
Cash flows from financing activities:
	Draws on credit facilities		-		602,500		-		2,063		-		604,563
	Payments on credit facilities		-		(1,928,051)		-		(3,368)		-		(1,931,419)
	Intercompany funding		10,401		903,857		(896,192)		(18,066)		-		-
	Proceeds from long-term debt		-		-		-		4,917,643		-		4,917,643
	Payments on long-term debt		-		(695,342)		(927)		(2,700,786)		50,149		(3,346,906)
	Dividends paid		-		-		(1,916,207)		(2,179,849)		3,851,322		(244,734)
	Deferred financing charges		-		(13,629)		-		(69,988)		-		(83,617)
	Change in other – net		(2,596)		-		-		(7,590)		(693)		(10,879)
Net cash provided by (used for) financing activities			7,805		(1,130,665)		(2,813,326)		(59,941)		3,900,778		(95,349)
Net increase (decrease) in cash and cash equivalents			-		10		(127,804)		124,122		-		(3,672)
Cash and cash equivalents at beginning of period			-		1		461,572		767,109		-		1,228,682
Cash and cash equivalents at end of period		$	-	$	11	$	333,768	$	891,231	$	-	$	1,225,010

(In thousands)		Year Ended December 31, 2011
		Parent		Subsidiary		Guarantor		Non-Guarantor
		Company		Issuer		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Cash flows from operating activities:
Consolidated net income (loss)		$	(230,822)	$	(223,915)	$	537,331	$	181,085	$	(531,708)	$	(268,029)
Reconciling items:
	Impairment charges		-		-		-		7,614		-		7,614
	Depreciation and amortization		-		-		327,240		436,066		-		763,306
	Deferred taxes		(1,180)		(249,392)		109,795		(3,167)		-		(143,944)
	Provision for doubtful accounts		-		-		7,604		6,119		-		13,723
	Amortization of deferred financing charges and note discounts, net		-		222,908		(6,144)		(104,277)		75,547		188,034
	Share-based compensation		-		-		9,754		10,913		-		20,667
	Gain on disposal of operating assets		-		-		(4,091)		(8,591)		-		(12,682)
	Loss on marketable securities		-		-		-		4,827		-		4,827
	Equity in (earnings) loss of nonconsolidated affiliates		223,915		(629,915)		(54,407)		(26,987)		460,436		(26,958)
	Loss on extinguishment of debt		-		5,721		1		-		(4,275)		1,447
	Other reconciling items – net		-		-		1,083		15,037		-		16,120
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
	(Increase) decrease in accounts receivable		-		-		(13,090)		5,255		-		(7,835)
	Decrease in accrued expenses		-		(4,341)		(93,854)		(29,047)		-		(127,242)
	Increase (decrease) in accounts payable and other liabilities		-		-		(52,995)		37,864		-		(15,131)
	Increase in accrued interest		-		16,866		20,813		1,127		364		39,170
	Decrease in deferred income		-		-		(427)		(10,349)		-		(10,776)
	Changes in other operating assets and liabilities		(125)		26,946		(78,254)		(16,556)		(364)		(68,353)
Net cash provided by (used for) operating activities			(8,212)		(835,122)		710,359		506,933		-		373,958
Cash flows from investing activities:
	Proceeds from maturity of Clear Channel notes		-		-		-		167,022		(167,022)		-
	Proceeds from sale of other investments		-		-		(700)		7,594		-		6,894
	Purchases of businesses		-		-		(207)		(46,149)		-		(46,356)
	Purchases of property, plant and equipment		-		-		(69,650)		(292,631)		-		(362,281)
	Proceeds from disposal of assets		-		-		41,387		12,883		-		54,270
	Purchases of other operating assets		-		-		(6,201)		(14,794)		-		(20,995)
	Investment in Clear Channel notes		-		-		-		(55,250)		55,250		-
	Change in other – net		-		-		69		(16,761)		17,074		382
Net cash provided by (used for) investing activities			-		-		(35,302)		(238,086)		(94,698)		(368,086)
Cash flows from financing activities:
	Draws on credit facilities		-		55,000		-		-		-		55,000
	Payments on credit facilities		-		(956,181)		-		(4,151)		-		(960,332)
	Intercompany funding		8,518		1,486,401		(1,414,366)		(80,553)		-		-
	Proceeds from long-term debt		-		1,724,650		1,604		5,012		-		1,731,266
	Payments on long-term debt		-		(1,428,051)		(22,155)		(115,115)		167,022		(1,398,299)
	Repurchase of long-term debt		-		-		-		-		(55,250)		(55,250)
	Deferred financing charges		-		(46,697)		38		-		-		(46,659)
	Change in other – net		(306)		-		1,032		(7,494)		(17,074)		(23,842)
Net cash provided by (used for) financing activities			8,212		835,122		(1,433,847)		(202,301)		94,698		(698,116)
Net increase (decrease) in cash and cash equivalents			-		-		(758,790)		66,546		-		(692,244)
Cash and cash equivalents at beginning of period			-		1		1,220,362		700,563		-		1,920,926
Cash and cash equivalents at end of period		$	-	$	1	$	461,572	$	767,109	$	-	$	1,228,682

(In thousands)		Year Ended December 31, 2010
		Parent		Subsidiary		Guarantor		Non-Guarantor
		Company		Issuer		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Cash flows from operating activities:
Consolidated net income (loss)		$	(462,563)	$	(454,779)	$	321,784	$	43,435	$	89,270	$	(462,853)
Reconciling items:
	Impairment charges		-		-		3,871		11,493		-		15,364
	Depreciation and amortization		-		-		317,761		415,108		-		732,869
	Deferred taxes		(1,445)		(250,630)		56,272		(15,377)		-		(211,180)
	Provision for doubtful accounts		-		-		14,312		8,806		-		23,118
	Amortization of deferred financing charges and note discounts, net		-		251,590		(3,908)		(109,547)		76,815		214,950
	Share-based compensation		-		-		22,200		12,046		-		34,246
	(Gain) loss on sale of operating assets		-		-		(7,043)		23,753		-		16,710
	Loss on marketable securities		-		-		-		6,490		-		6,490
	Equity in (earnings) loss of nonconsolidated affiliates		454,779		(428,976)		80,040		(5,749)		(105,796)		(5,702)
	Loss on extinguishment of debt		-		-		-		-		(60,289)		(60,289)
	Other reconciling items - net		-		-		(149)		26,239		-		26,090
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
	Increase in accounts receivable		-		-		(73,082)		(46,778)		-		(119,860)
	(Increase) decrease in Federal income taxes receivable		4,187		382,024		(304,098)		50,196		-		132,309
	Increase in accrued expenses		-		-		71,525		45,907		-		117,432
	Increase (decrease) in accounts payable and other liabilities		-		-		(11,740)		4,816		-		(6,924)
	Increase (decrease) in accrued interest		-		131,055		-		243		(44,245)		87,053
	Increase (decrease) in deferred income		-		-		8,024		(7,228)		-		796
	Changes in other operating assets and liabilities		(547)		(79,835)		34,229		43,662		44,245		41,754
Net cash provided by (used for) operating activities			(5,589)		(449,551)		529,998		507,515		-		582,373
Cash flows from investing activities:
	Investment in Clear Channel notes		-		-		(125,000)		-		125,000		-
	Proceeds from maturity of Clear Channel notes		-		-		-		10,025		(10,025)		-
	Proceeds from other investments		-		-		-		18,700		(17,500)		1,200
	Purchases of property, plant and equipment		-		-		(45,868)		(195,596)		-		(241,464)
	Proceeds from disposal of assets		-		-		20,884		7,753		-		28,637
	Purchases of other operating assets		-		-		(14,269)		(1,841)		-		(16,110)
	Change in other – net		-		-		35,325		(12,335)		(35,450)		(12,460)
Net cash provided by (used for) investing activities			-		-		(128,928)		(173,294)		62,025		(240,197)
Cash flows from financing activities:
	Draws on credit facilities		-		194,000		-		4,670		-		198,670
	Payments on credit facilities		-		(105,500)		-		(47,095)		-		(152,595)
	Intercompany funding		2,975		605,939		(439,697)		(169,217)		-		-
	Proceeds from long-term debt		-		138,795		-		6,844		-		145,639
	Payments on long-term debt		-		(383,682)		(4)		(13,211)		27,525		(369,372)
	Repurchases of long-term debt		-		-		-		-		(125,000)		(125,000)
	Change in other - net		2,614		-		-		(40,650)		35,450		(2,586)
Net cash provided by (used for) financing activities			5,589		449,552		(439,701)		(258,659)		(62,025)		(305,244)
Net increase (decrease) in cash and cash equivalents			-		1		(38,631)		75,562		-		36,932
Cash and cash equivalents at beginning of period			-		-		1,258,993		625,001		-		1,883,994
Cash and cash equivalents at end of period		$	-	$	1	$	1,220,362	$	700,563	$	-	$	1,920,926

XML

Guarantor Subsidiaries (Tables)

12 Months Ended

Dec. 31, 2012

Guarantor Subsidiaries [Abstract]

Schedule Of Guarantor Obligations, Balance Sheet

(In thousands)		December 31, 2012
		Parent		Subsidiary		Guarantor		Non-Guarantor
		Company		Issuer		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Cash and cash equivalents		$	-	$	11	$	333,768	$	891,231	$	-	$	1,225,010
Accounts receivable, net of allowance			-		-		678,448		745,551		-		1,423,999
Intercompany receivables (1)			37,822		3,995,170		166,019		-		(4,199,011)		-
Prepaid expenses			2,397		-		33,190		142,003		-		177,590
Other current assets			-		36,446		69,518		275,974		(214,730)		167,208
	Total Current Assets		40,219		4,031,627		1,280,943		2,054,759		(4,413,741)		2,993,807
Property, plant and equipment, net			-		-		827,623		2,209,231		-		3,036,854
Indefinite-lived intangibles - licenses			-		-		2,423,979		-		-		2,423,979
Indefinite-lived intangibles - permits			-		-		-		1,070,720		-		1,070,720
Definite-lived intangibles, net			-		-		1,174,818		565,974		-		1,740,792
Goodwill			-		-		3,350,083		866,002		-		4,216,085
Intercompany notes receivable			-		962,000		-		-		(962,000)		-
Long-term intercompany receivable			-		-		-		729,157		(729,157)		-
Investment in subsidiaries			(8,574,081)		3,848,000		552,184		-		4,173,897		-
Other assets			-		115,188		333,607		842,377		(480,696)		810,476
	Total Assets	$	(8,533,862)	$	8,956,815	$	9,943,237	$	8,338,220	$	(2,411,697)	$	16,292,713
Accounts payable		$	-	$	-	$	37,436	$	98,882	$	-	$	136,318
Accrued expenses			(1,732)		(103,240)		319,466		558,469		-		772,963
Accrued interest			-		210,874		-		(113)		(30,189)		180,572
Intercompany payable (1)			-		-		4,032,992		166,019		(4,199,011)		-
Current portion of long-term debt			-		372,321		-		9,407		-		381,728
Deferred income			-		-		62,901		109,771		-		172,672
Other current liabilities			-		76,939		-		60,950		-		137,889
	Total Current Liabilities		(1,732)		556,894		4,452,795		1,003,385		(4,229,200)		1,782,142
Long-term debt			-		16,310,694		4,000		4,935,388		(884,713)		20,365,369
Long-term intercompany payable			-		729,157		-		-		(729,157)		-
Intercompany long-term debt			-		-		962,000		-		(962,000)		-
Deferred income taxes			(13,556)		(94,322)		1,089,659		705,935		2,160		1,689,876
Other long-term liabilities			-		28,473		182,142		239,902		-		450,517
Total member's interest (deficit)			(8,518,574)		(8,574,081)		3,252,641		1,453,610		4,391,213		(7,995,191)
	Total Liabilities and Member's Equity	$	(8,533,862)	$	8,956,815	$	9,943,237	$	8,338,220	$	(2,411,697)	$	16,292,713

(In thousands)		December 31, 2011
		Parent		Subsidiary		Guarantor		Non-Guarantor
		Company		Issuer		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Cash and cash equivalents		$	-	$	1	$	461,572	$	767,109	$	-	$	1,228,682
Accounts receivable, net of allowance			-		-		694,548		704,587		-		1,399,135
Intercompany receivables (1)			30,270		4,824,634		-		-		(4,854,904)		-
Prepaid expenses			2,251		-		25,944		133,122		-		161,317
Other current assets			-		46,018		81,620		144,573		(76,060)		196,151
	Total Current Assets		32,521		4,870,653		1,263,684		1,749,391		(4,930,964)		2,985,285
Property, plant and equipment, net			-		-		815,245		2,248,082		-		3,063,327
Indefinite-lived intangibles - licenses			-		-		2,411,367		-		-		2,411,367
Indefinite-lived intangibles - permits			-		-		-		1,105,704		-		1,105,704
Other intangibles, net			-		-		1,389,935		627,825		-		2,017,760
Goodwill			-		-		3,325,771		860,947		-		4,186,718
Intercompany notes receivable			-		962,000		-		-		(962,000)		-
Long-term intercompany receivable			-		-		-		656,040		(656,040)		-
Investment in subsidiaries			(8,342,987)		5,234,229		2,844,451		-		264,307		-
Other assets			-		167,337		254,435		907,567		(557,461)		771,878
	Total Assets	$	(8,310,466)	$	11,234,219	$	12,304,888	$	8,155,556	$	(6,842,158)	$	16,542,039
Accounts payable		$	-	$	-	$	26,119	$	95,456	$	-	$	121,575
Accrued expenses			(641)		(61,478)		266,249		531,022		-		735,152
Accrued interest			-		189,144		(1)		2,277		(31,059)		160,361
Intercompany payable (1)			-		-		4,743,944		110,960		(4,854,904)		-
Current portion of long-term debt			-		243,927		905		23,806		-		268,638
Deferred income			-		-		50,416		92,820		-		143,236
	Total Current Liabilities		(641)		371,593		5,087,632		856,341		(4,885,963)		1,428,962
Long-term debt			-		18,305,183		3,321		2,522,103		(892,076)		19,938,531
Long-term intercompany payable			-		655,930		110		-		(656,040)		-
Intercompany long-term debt			-		-		962,000		-		(962,000)		-
Deferred income taxes			(13,845)		39,173		1,055,533		858,908		(1,170)		1,938,599
Other long-term liabilities			-		205,327		220,546		282,015		-		707,888
Total member's interest (deficit)			(8,295,980)		(8,342,987)		4,975,746		3,636,189		555,091		(7,471,941)
	Total Liabilities and Member's Equity	$	(8,310,466)	$	11,234,219	$	12,304,888	$	8,155,556	$	(6,842,158)	$	16,542,039

Schedule Of Guarantor Obligations, Income Statement

(In thousands)		Year Ended December 31, 2012
		Parent		Subsidiary		Guarantor		Non-Guarantor
		Company		Issuer		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Revenue		$	-	$	-	$	3,288,779	$	2,974,108	$	(16,003)	$	6,246,884
Operating expenses:
	Direct operating expenses		-		-		883,190		1,621,341		(7,981)		2,496,550
	Selling, general and administrative expenses		-		-		1,090,006		591,463		(8,022)		1,673,447
	Corporate expenses		10,829		-		171,771		105,428		-		288,028
	Depreciation and amortization		-		-		328,633		400,652		-		729,285
	Impairment charge		-		-		-		37,651		-		37,651
	Other operating income (expense) – net		-		-		(2,825)		50,952		-		48,127
Operating income (loss)			(10,829)		-		812,354		268,525		-		1,070,050
Interest (income) expense – net			-		1,307,703		23,143		139,824		78,353		1,549,023
Loss on marketable securities			-		(1)		(2,001)		(2,578)		-		(4,580)
Equity in earnings (loss) of nonconsolidated affiliates			(329,817)		492,819		(174,774)		19,464		10,865		18,557
Loss on debt extinguishment			-		(33,652)		-		(221,071)		-		(254,723)
Other income (expense) – net			-		(1)		3,960		5,743		(9,452)		250
Income (loss) before income taxes			(340,646)		(848,538)		616,396		(69,741)		(76,940)		(719,469)
Income tax benefit (expense)			3,972		518,721		(246,380)		31,966		-		308,279
Consolidated net income (loss)			(336,674)		(329,817)		370,016		(37,775)		(76,940)		(411,190)
	Less amount attributable to noncontrolling interest		-		-		(10,613)		23,902		-		13,289
Net income (loss) attributable to the Company		$	(336,674)	$	(329,817)	$	380,629	$	(61,677)	$	(76,940)	$	(424,479)
Other comprehensive income (loss), net of tax:
	Foreign currency translation adjustments		-		-		(399)		40,641		-		40,242
	Unrealized gain (loss) on securities and derivatives:
	Unrealized holding gain (loss) on marketable securities		-		-		25,676		(8,151)		5,578		23,103
	Unrealized holding loss on cash flow derivatives		-		52,112		-		-		-		52,112
	Reclassification adjustment		2		(2)		-		3,180		-		3,180
	Equity in subsidiary comprehensive income (loss)		107,179		55,069		33,967		-		(196,215)		-
Comprehensive income (loss)			(229,493)		(222,638)		439,873		(26,007)		(267,577)		(305,842)
	Less amount attributable to noncontrolling interest		-		-		4,175		1,703		-		5,878
Comprehensive income (loss) attributable to the Company		$	(229,493)	$	(222,638)	$	435,698	$	(27,710)	$	(267,577)	$	(311,720)

(In thousands)			Year Ended December 31, 2011
			Parent		Subsidiary		Guarantor		Non-Guarantor
			Company		Issuer		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Revenue			$	-	$	-	$	3,121,308	$	3,059,676	$	(19,632)	$	6,161,352
	Operating expenses:
	Direct operating expenses			-		-		849,834		1,660,786		(6,584)		2,504,036
	Selling, general and administrative expenses			-		-		1,062,726		567,580		(13,048)		1,617,258
	Corporate expenses			10,878		-		125,964		90,254		-		227,096
	Depreciation and amortization			-		-		327,240		436,066		-		763,306
	Impairment charges			-		-		-		7,614		-		7,614
	Other operating income – net			-		-		4,091		8,591		-		12,682
Operating income (loss)				(10,878)		-		759,635		305,967		-		1,054,724
Interest expense – net				13		1,360,995		2,370		27,321		75,547		1,466,246
Loss on marketable securities				-		-		-		(4,827)		-		(4,827)
Equity in earnings (loss) of nonconsolidated affiliates				(223,915)		629,915		54,407		26,987		(460,436)		26,958
Loss on debt extinguishment				-		(5,721)		(1)		-		4,275		(1,447)
Other income (expense) – net				(1)		1		590		(3,759)		-		(3,169)
Income (loss) before income taxes				(234,807)		(736,800)		812,261		297,047		(531,708)		(394,007)
Income tax benefit (expense)				3,985		512,885		(274,930)		(115,962)		-		125,978
Consolidated net income (loss)				(230,822)		(223,915)		537,331		181,085		(531,708)		(268,029)
	Less amount attributable to noncontrolling interest			-		-		13,792		20,273		-		34,065
Net income (loss) attributable to the Company			$	(230,822)	$	(223,915)	$	523,539	$	160,812	$	(531,708)	$	(302,094)
Other comprehensive income (loss), net of tax:
	Foreign currency translation adjustments			-		-		1,267		(30,914)		-		(29,647)
	Unrealized gain (loss) on securities and derivatives:
		Unrealized holding gain (loss) on marketable securities		-		-		4,610		(2,874)		(1,960)		(224)
		Unrealized holding loss on cash flow derivatives		-		33,775		-		-		-		33,775
	Reclassification adjustment			-		-		-		3,787		-		3,787
	Equity in subsidiary comprehensive income (loss)			5,518		(28,257)		(38,702)		-		61,441		-
Comprehensive income (loss)				(225,304)		(218,397)		490,714		130,811		(472,227)		(294,403)
	Less amount attributable to noncontrolling interest			-		-		(4,594)		8,918		-		4,324
Comprehensive income (loss) attributable to the Company			$	(225,304)	$	(218,397)	$	495,308	$	121,893	$	(472,227)	$	(298,727)

(In thousands)			Year Ended December 31, 2010
			Parent		Subsidiary		Guarantor		Non-Guarantor
			Company		Issuer		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Revenue			$	-	$	-	$	3,044,866	$	2,824,400	$	(3,581)	$	5,865,685
Operating expenses:
	Direct operating expenses			-		-		818,001		1,564,515		(869)		2,381,647
	Selling, general and administrative expenses			-		-		1,060,262		512,662		(2,712)		1,570,212
	Corporate expenses			12,274		28		164,144		107,596		-		284,042
	Depreciation and amortization			-		-		317,761		415,108		-		732,869
	Impairment charges			-		-		3,871		11,493		-		15,364
	Other operating income – net			-		-		7,043		(23,753)		-		(16,710)
Operating income (loss)				(12,274)		(28)		687,870		189,273		-		864,841
Interest expense – net				17		1,415,932		379		40,198		76,815		1,533,341
Loss on marketable securities				-		-		-		(6,490)		-		(6,490)
Equity in earnings (loss) of nonconsolidated affiliates				(454,779)		428,976		(80,040)		5,749		105,796		5,702
Loss on debt extinguishment				-		-		-		-		60,289		60,289
Other income (expense) – net				(1)		(1)		(2,496)		(11,336)		-		(13,834)
Income (loss) before income taxes				(467,071)		(986,985)		604,955		136,998		89,270		(622,833)
Income tax benefit (expense)				4,508		532,206		(283,171)		(93,563)		-		159,980
Consolidated net income (loss)				(462,563)		(454,779)		321,784		43,435		89,270		(462,853)
	Less amount attributable to noncontrolling interest			-		-		5,130		11,106		-		16,236
Net income (loss) attributable to the Company			$	(462,563)	$	(454,779)	$	316,654	$	32,329	$	89,270	$	(479,089)
Other comprehensive income (loss), net of tax:
	Foreign currency translation adjustments			-		-		(903)		27,204		-		26,301
	Unrealized gain (loss) on securities and derivatives:
		Unrealized holding gain (loss) on marketable securities		-		-		24,996		(7,809)		-		17,187
		Unrealized holding loss on cash flow derivatives		-		15,112		-		-		-		15,112
	Reclassification adjustment			-		-		-		14,750		-		14,750
	Equity in subsidiary comprehensive income (loss)			64,493		49,381		26,528		-		(140,402)		-
Comprehensive income (loss)				(398,070)		(390,286)		367,275		66,474		(51,132)		(405,739)
	Less amount attributable to noncontrolling interest			-		-		1,240		7,617		-		8,857
Comprehensive income (loss) attributable to the Company			$	(398,070)	$	(390,286)	$	366,035	$	58,857	$	(51,132)	$	(414,596)

Schedule Of Guarantor Obligations, Cash Flow

(In thousands)		Year Ended December 31, 2012
		Parent		Subsidiary		Guarantor		Non-Guarantor
		Company		Issuer		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Cash flows from operating activities:
Consolidated net income (loss)		$	(336,674)	$	(329,817)	$	370,016	$	(37,775)	$	(76,940)	$	(411,190)
Reconciling items:
	Impairment charges		-		-		-		37,651		-		37,651
	Depreciation and amortization		-		-		328,633		400,652		-		729,285
	Deferred taxes		289		(164,738)		20,143		(160,305)		-		(304,611)
	Provision for doubtful accounts		-		-		4,459		7,256		-		11,715
	Amortization of deferred financing charges and note discounts, net		-		196,549		(7,534)		(103,271)		78,353		164,097
	Share-based compensation		-		-		17,951		10,589		-		28,540
	Gain (loss) on disposal of operating assets		-		-		2,825		(50,952)		-		(48,127)
	Loss on marketable securities		-		1		2,001		2,578		-		4,580
	Equity in (earnings) loss of nonconsolidated affiliates		329,817		(492,819)		174,774		(19,464)		(10,865)		(18,557)
	Loss on extinguishment of debt		-		33,652		-		221,071		-		254,723
	Other reconciling items – net		-		-		(7,623)		25,423		-		17,800
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
	(Increase) decrease in accounts receivable		-		-		12,256		(46,494)		-		(34,238)
	Increase in accrued expenses		-		-		9,432		25,442		-		34,874
	Increase (decrease) in accounts payable and other liabilities		-		(17,783)		(25,854)		24,589		-		(19,048)
	Increase (decrease) in accrued interest		-		21,731		-		(2,377)		869		20,223
	Increase in deferred income		-		-		9,521		23,961		-		33,482
	Changes in other operating assets and liabilities		(1,237)		(41,762)		20,915		10,452		(869)		(12,501)
Net cash provided by (used for) operating activities			(7,805)		(794,986)		931,915		369,026		(9,452)		488,698
Cash flows from investing activities:
	Proceeds from maturity of Clear Channel notes		-		-		-		50,149		(50,149)		-
	Purchases of businesses		-		-		(45,395)		(4,721)		-		(50,116)
	Purchases of property, plant and equipment		-		-		(114,023)		(276,257)		-		(390,280)
	Proceeds from disposal of assets		-		-		3,223		56,442		-		59,665
	Purchases of other operating assets		-		-		(9,107)		(5,719)		-		(14,826)
	Change in other – net		-		1,925,661		1,918,909		(4,857)		(3,841,177)		(1,464)
Net cash provided by (used for) investing activities			-		1,925,661		1,753,607		(184,963)		(3,891,326)		(397,021)
Cash flows from financing activities:
	Draws on credit facilities		-		602,500		-		2,063		-		604,563
	Payments on credit facilities		-		(1,928,051)		-		(3,368)		-		(1,931,419)
	Intercompany funding		10,401		903,857		(896,192)		(18,066)		-		-
	Proceeds from long-term debt		-		-		-		4,917,643		-		4,917,643
	Payments on long-term debt		-		(695,342)		(927)		(2,700,786)		50,149		(3,346,906)
	Dividends paid		-		-		(1,916,207)		(2,179,849)		3,851,322		(244,734)
	Deferred financing charges		-		(13,629)		-		(69,988)		-		(83,617)
	Change in other – net		(2,596)		-		-		(7,590)		(693)		(10,879)
Net cash provided by (used for) financing activities			7,805		(1,130,665)		(2,813,326)		(59,941)		3,900,778		(95,349)
Net increase (decrease) in cash and cash equivalents			-		10		(127,804)		124,122		-		(3,672)
Cash and cash equivalents at beginning of period			-		1		461,572		767,109		-		1,228,682
Cash and cash equivalents at end of period		$	-	$	11	$	333,768	$	891,231	$	-	$	1,225,010

(In thousands)		Year Ended December 31, 2011
		Parent		Subsidiary		Guarantor		Non-Guarantor
		Company		Issuer		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Cash flows from operating activities:
Consolidated net income (loss)		$	(230,822)	$	(223,915)	$	537,331	$	181,085	$	(531,708)	$	(268,029)
Reconciling items:
	Impairment charges		-		-		-		7,614		-		7,614
	Depreciation and amortization		-		-		327,240		436,066		-		763,306
	Deferred taxes		(1,180)		(249,392)		109,795		(3,167)		-		(143,944)
	Provision for doubtful accounts		-		-		7,604		6,119		-		13,723
	Amortization of deferred financing charges and note discounts, net		-		222,908		(6,144)		(104,277)		75,547		188,034
	Share-based compensation		-		-		9,754		10,913		-		20,667
	Gain on disposal of operating assets		-		-		(4,091)		(8,591)		-		(12,682)
	Loss on marketable securities		-		-		-		4,827		-		4,827
	Equity in (earnings) loss of nonconsolidated affiliates		223,915		(629,915)		(54,407)		(26,987)		460,436		(26,958)
	Loss on extinguishment of debt		-		5,721		1		-		(4,275)		1,447
	Other reconciling items – net		-		-		1,083		15,037		-		16,120
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
	(Increase) decrease in accounts receivable		-		-		(13,090)		5,255		-		(7,835)
	Decrease in accrued expenses		-		(4,341)		(93,854)		(29,047)		-		(127,242)
	Increase (decrease) in accounts payable and other liabilities		-		-		(52,995)		37,864		-		(15,131)
	Increase in accrued interest		-		16,866		20,813		1,127		364		39,170
	Decrease in deferred income		-		-		(427)		(10,349)		-		(10,776)
	Changes in other operating assets and liabilities		(125)		26,946		(78,254)		(16,556)		(364)		(68,353)
Net cash provided by (used for) operating activities			(8,212)		(835,122)		710,359		506,933		-		373,958
Cash flows from investing activities:
	Proceeds from maturity of Clear Channel notes		-		-		-		167,022		(167,022)		-
	Proceeds from sale of other investments		-		-		(700)		7,594		-		6,894
	Purchases of businesses		-		-		(207)		(46,149)		-		(46,356)
	Purchases of property, plant and equipment		-		-		(69,650)		(292,631)		-		(362,281)
	Proceeds from disposal of assets		-		-		41,387		12,883		-		54,270
	Purchases of other operating assets		-		-		(6,201)		(14,794)		-		(20,995)
	Investment in Clear Channel notes		-		-		-		(55,250)		55,250		-
	Change in other – net		-		-		69		(16,761)		17,074		382
Net cash provided by (used for) investing activities			-		-		(35,302)		(238,086)		(94,698)		(368,086)
Cash flows from financing activities:
	Draws on credit facilities		-		55,000		-		-		-		55,000
	Payments on credit facilities		-		(956,181)		-		(4,151)		-		(960,332)
	Intercompany funding		8,518		1,486,401		(1,414,366)		(80,553)		-		-
	Proceeds from long-term debt		-		1,724,650		1,604		5,012		-		1,731,266
	Payments on long-term debt		-		(1,428,051)		(22,155)		(115,115)		167,022		(1,398,299)
	Repurchase of long-term debt		-		-		-		-		(55,250)		(55,250)
	Deferred financing charges		-		(46,697)		38		-		-		(46,659)
	Change in other – net		(306)		-		1,032		(7,494)		(17,074)		(23,842)
Net cash provided by (used for) financing activities			8,212		835,122		(1,433,847)		(202,301)		94,698		(698,116)
Net increase (decrease) in cash and cash equivalents			-		-		(758,790)		66,546		-		(692,244)
Cash and cash equivalents at beginning of period			-		1		1,220,362		700,563		-		1,920,926
Cash and cash equivalents at end of period		$	-	$	1	$	461,572	$	767,109	$	-	$	1,228,682

(In thousands)		Year Ended December 31, 2010
		Parent		Subsidiary		Guarantor		Non-Guarantor
		Company		Issuer		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Cash flows from operating activities:
Consolidated net income (loss)		$	(462,563)	$	(454,779)	$	321,784	$	43,435	$	89,270	$	(462,853)
Reconciling items:
	Impairment charges		-		-		3,871		11,493		-		15,364
	Depreciation and amortization		-		-		317,761		415,108		-		732,869
	Deferred taxes		(1,445)		(250,630)		56,272		(15,377)		-		(211,180)
	Provision for doubtful accounts		-		-		14,312		8,806		-		23,118
	Amortization of deferred financing charges and note discounts, net		-		251,590		(3,908)		(109,547)		76,815		214,950
	Share-based compensation		-		-		22,200		12,046		-		34,246
	(Gain) loss on sale of operating assets		-		-		(7,043)		23,753		-		16,710
	Loss on marketable securities		-		-		-		6,490		-		6,490
	Equity in (earnings) loss of nonconsolidated affiliates		454,779		(428,976)		80,040		(5,749)		(105,796)		(5,702)
	Loss on extinguishment of debt		-		-		-		-		(60,289)		(60,289)
	Other reconciling items - net		-		-		(149)		26,239		-		26,090
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
	Increase in accounts receivable		-		-		(73,082)		(46,778)		-		(119,860)
	(Increase) decrease in Federal income taxes receivable		4,187		382,024		(304,098)		50,196		-		132,309
	Increase in accrued expenses		-		-		71,525		45,907		-		117,432
	Increase (decrease) in accounts payable and other liabilities		-		-		(11,740)		4,816		-		(6,924)
	Increase (decrease) in accrued interest		-		131,055		-		243		(44,245)		87,053
	Increase (decrease) in deferred income		-		-		8,024		(7,228)		-		796
	Changes in other operating assets and liabilities		(547)		(79,835)		34,229		43,662		44,245		41,754
Net cash provided by (used for) operating activities			(5,589)		(449,551)		529,998		507,515		-		582,373
Cash flows from investing activities:
	Investment in Clear Channel notes		-		-		(125,000)		-		125,000		-
	Proceeds from maturity of Clear Channel notes		-		-		-		10,025		(10,025)		-
	Proceeds from other investments		-		-		-		18,700		(17,500)		1,200
	Purchases of property, plant and equipment		-		-		(45,868)		(195,596)		-		(241,464)
	Proceeds from disposal of assets		-		-		20,884		7,753		-		28,637
	Purchases of other operating assets		-		-		(14,269)		(1,841)		-		(16,110)
	Change in other – net		-		-		35,325		(12,335)		(35,450)		(12,460)
Net cash provided by (used for) investing activities			-		-		(128,928)		(173,294)		62,025		(240,197)
Cash flows from financing activities:
	Draws on credit facilities		-		194,000		-		4,670		-		198,670
	Payments on credit facilities		-		(105,500)		-		(47,095)		-		(152,595)
	Intercompany funding		2,975		605,939		(439,697)		(169,217)		-		-
	Proceeds from long-term debt		-		138,795		-		6,844		-		145,639
	Payments on long-term debt		-		(383,682)		(4)		(13,211)		27,525		(369,372)
	Repurchases of long-term debt		-		-		-		-		(125,000)		(125,000)
	Change in other - net		2,614		-		-		(40,650)		35,450		(2,586)
Net cash provided by (used for) financing activities			5,589		449,552		(439,701)		(258,659)		(62,025)		(305,244)
Net increase (decrease) in cash and cash equivalents			-		1		(38,631)		75,562		-		36,932
Cash and cash equivalents at beginning of period			-		-		1,258,993		625,001		-		1,883,994
Cash and cash equivalents at end of period		$	-	$	1	$	1,220,362	$	700,563	$	-	$	1,920,926

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2012

Accounting Policies [Abstract]

Barter and Trade Revenues and Expenses [Table Text Block]

(In millions)		Years Ended December 31,
		2012		2011		2010
Barter and trade revenues	$	56.5	$	61.2	$	67.0
Barter and trade expenses		58.8		63.4		66.4

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Employee Stock And Savings (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Deferred Compensation Arrangement With Individual Postretirement Benefits [Line Items]
Contribution	$ 29.5	$ 27.8	$ 29.8
Deferred compensation plan assets	10.6	10.5
Deferred compensation plan liabilities	$ 10.6	$ 10.5
Deferred Compensation
Deferred Compensation Arrangement With Individual Postretirement Benefits [Line Items]
Maximum annual election of deferment	50.00%
Deferred bonus [Member]
Deferred Compensation Arrangement With Individual Postretirement Benefits [Line Items]
Maximum annual election of deferment	80.00%

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2012

Accounting Policies [Abstract]

Summary of Significant Accounting Policies [Text Block]

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. Also included in the consolidated financial statements are entities for which the Company has a controlling financial interest or is the primary beneficiary. Investments in companies in which the Company owns 20percent to 50percent of the voting common stock or otherwise exercises significant influence over operating and financial policies of the Company are accounted for using the equity method of accounting. All significant intercompany accounts have been eliminated in consolidation.

Certain prior period amounts have been reclassified to conform to the 2012 presentation.

The Company owns certain radio stations which, under current Federal Communications Commission (“FCC”) rules, are not permitted or transferable. These radio stations were placed in a trust in order to comply with FCC rules at the time of the closing of the merger that resulted in the Company's acquisition of Clear Channel.  The Company is the beneficial owner of the trust, but the radio stations are managed by an independent trustee.  The Company will have to divest all of these radio stations unless any stations may be owned by the Company under then-current FCC rules, in which case the trust will be terminated with respect to such stations. The trust agreement stipulates that the Company must fund any operating shortfalls of the trust activities, and any excess cash flow generated by the trust is distributed to the Company. The Company is also the beneficiary of proceeds from the sale of stations held in the trust. The Company consolidates the trust in accordance with ASC810-10, which requires an enterprise involved with variable interest entities to perform an analysis to determine whether the enterprise's variable interest or interests give it a controlling financial interest in the variable interest entity, as the trust was determined to be a variable interest entity and the Company is its primary beneficiary.

Revenue Recognition

CCME revenue is recognized as advertisements or programs are broadcast and is generally billed monthly. Outdoor advertising contracts typically cover periods of a few weeks up to one year 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 applied to gross billing revenue for the Company's media and entertainment and outdoor operations. Payments received in advance of being earned are recorded as deferred income.Revenue arrangements typically contain multiple products and services and revenues are allocated based on the relative fair value of each delivered item and recognized in accordance with the applicable revenue recognition criteria for the specific unit of accounting.

Barter transactions represent the exchange of advertising spots or display space for merchandise or services. These transactions are recorded at the estimated fair market value of the advertising spots or display space or the fair value of the merchandise or services received, whichever is most readily determinable. Revenue is recognized on barter and trade transactions when the advertisements are broadcasted or displayed. Expenses are recorded ratably over a period that estimates when the merchandise or service received is utilized, or when the event occurs. Barter and trade revenues and expenses from continuing operations are included in consolidated revenue and selling, general and administrative expenses, respectively. Barter and trade revenues and expenses from continuing operations were as follows:

(In millions)		Years Ended December 31,
		2012		2011		2010
Barter and trade revenues	$	56.5	$	61.2	$	67.0
Barter and trade expenses		58.8		63.4		66.4

Advertising Expense

The Company records advertising expense as it is incurred. Advertising expenses were $113.4 million,$92.2million and $82.0million for the years ended December 31, 2012, 2011 and 2010, respectively.

Share-Based Compensation

Under the fair value recognition provisions of ASC718-10, share-based compensation cost is measured at the grant date based on the fair value of the award. For awards that vest based on service conditions, this cost is recognized as expense on a straight-line basis over the vesting period. For awards that will vest based on market or performance 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 assumptions and judgments about expected volatility and forfeiture rates, among other factors.

The Company does not have any equity incentive plans under which it grants stock awards to employees. Employees of subsidiaries of the Company receive equity awards from CCMH's equity incentive plan or CCOH's equity incentive plan. Prior to the merger, Clear Channel granted equity awards to its employees under its own equity incentive plans.

Foreign Currency

Results of operations for foreign subsidiaries and foreign equity investees are translated into U.S. dollars using the average exchange rates during the year. The assets and liabilities of those subsidiaries and investees are translated into U.S. dollars using the exchange rates at the balance sheet date. The related translation adjustments are recorded in a separate component of shareholders' equity, “Accumulated other comprehensive income (loss)”. Foreign currency transaction gains and losses are included in operations.

New Accounting Pronouncements

In September 2011, the FASB issued ASU No. 2011-08, Intangibles-Goodwill and Other (Topic 350): Testing Goodwill for Impairment. Under the revised guidance, entities testing goodwill for impairment have the option of performing a qualitative assessment before calculating the fair value of the reporting unit (i.e., step 1 of the goodwill impairment test). If entities determine, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, the two-step impairment test would be required. The ASU does not change how goodwill is calculated or assigned to reporting units, nor does it revise the requirement to test goodwill annually for impairment. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The Company early adopted the provisions of this ASU as of October 1, 2011 with no material impact to its financial position or results of operations.  However, for its annual impairment test as of October 1, 2012, the Company elected to perform a quantitative assessment and applied the two-step impairment test.

In December2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.2011-11, Disclosures about Offsetting Assets and Liabilities (ASC210). Under the ASU, new disclosures will be required for recognized financial instruments and derivative instruments that are either offset on the balance sheet in accordance with the offsetting guidance in ASC210-20-45 or ASC815-10-45, or are subject to an enforceable master netting arrangement or similar agreement, regardless of whether they are offset in accordance with the offsetting guidance. The disclosure requirements will be effective for periods beginning on or after January1, 2013, and are to be applied retrospectively. The Company does not expect the provisions of ASU2011-11 to have a material effect on its financial position or results of operations.

In July2012, the FASB issued ASU No.2012-02, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. The ASU gives entities the option to first perform a qualitative assessment to determine whether the existence of events and circumstances indicate that it is more likely than not (a likelihood of more than 50%) that an indefinite-lived intangible asset is impaired. If an entity determines that it is more likely than not that the fair value of such an asset exceeds its carrying amount, it would not need to calculate the fair value of the asset in that year. However, if an entity concludes otherwise, it must calculate the fair value of the asset, compare that value with its carrying amount and record an impairment charge, if any. The guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The Company did not early adopt the provisions of this ASU during 2012 in connection with its annual impairment test for indefinite-lived intangibles. The Company does not expect the provisions of ASU2012-02 to have a material effect on its financial position or results of operations.

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Consolidated Balance Sheet (Parenthetical) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Balance Sheet Parenthetical [Abstract]
Allowances for receivables	$ 55,917	$ 63,098

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Employee Stock and Savings Plans

12 Months Ended

Dec. 31, 2012

Employee Stock and Savings Plans [Abstract]

Employee Stock and Savings Plans [Text Block]

NOTE 11 – EMPLOYEE STOCK AND SAVINGS PLANS

Clear Channel has various 401(k) savings and other plans for the purpose of providing retirement benefits for substantially all employees. Under these plans, an employee can make pre-tax contributions and Clear Channel will match a portion of such an employee's contribution. Employees vest in these Clear Channel matching contributions based upon their years of service to Clear Channel. Contributions of $29.5 million, $27.8million and $29.8million to these plans for the years ended December31, 2012, 2011 and 2010, respectively, were expensed.

Clear Channel offers a non-qualified deferred compensation plan for its highly compensated executives, under which such executives were able to make an annual election to defer up to 50% of their annual salary and up to 80% of their bonus before taxes. Clear Channel suspended all salary and bonus deferrals and company matching contributions to the deferred compensation plan on January1, 2010. Clear Channel accounts for the plan in accordance with the provisions of ASC710-10. Matching credits on amounts deferred may be made in Clear Channel's sole discretion and Clear Channel retains ownership of all assets until distributed. Participants in the plan have the opportunity to allocate their deferrals and any Clear Channel matching credits among different investment options, the performance of which is used to determine the amounts to be paid to participants under the plan. In accordance with the provisions of ASC710-10, the assets and liabilities of the non-qualified deferred compensation plan are presented in “Other assets” and “Other long-term liabilities” in the accompanying consolidated balance sheets, respectively. The asset and liability under the deferred compensation plan at December 31, 2012 was approximately $10.6million recorded in “Other assets” and $10.6million recorded in “Other long-term liabilities”, respectively. The asset and liability under the deferred compensation plan at December31, 2011 was approximately $10.5million recorded in “Other assets” and $10.5million recorded in “Other long-term liabilities”, respectively.

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Document And Entity Information (USD $)	12 Months Ended
	Dec. 31, 2012	Jan. 31, 2013
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	FY
Entity Registrant Name	CLEAR CHANNEL COMMUNICATIONS INC
Entity Central Index Key	0000739708
Current Fiscal Year End Date	--12-31
Entity Well Known Seasoned Issuer	No
Entity Voluntary Filers	Yes
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Entity Public Float	$ 0
Entity Common Stock, Shares Outstanding		500,000,000

XML

Other Information

12 Months Ended

Dec. 31, 2012

Other Information [Abstract]

Other Information [Text Block]

NOTE 12 — OTHER INFORMATION

The following table discloses the components of “Other income (expense)” for the years ended December31, 2012, 2011 and 2010, respectively:

(In thousands)		Years Ended December 31,
		2012		2011		2010
Foreign exchange loss		$	(3,018)	$	(234)	$	(12,783)
Other			3,268		(2,935)		(1,051)
	Total other income (expense) — net	$	250	$	(3,169)	$	(13,834)

The following table discloses the deferredincome tax (asset) liability related to each component of other comprehensive income (loss) for the years ended December31, 2012, 2011 and 2010, respectively:

(In thousands)		Years Ended December 31,
		2012		2011		2010
Foreign currency translation adjustments and other		$	3,210	$	(449)	$	5,916
Unrealized holding gain on marketable securities			15,324		2,667		14,475
Unrealized holding gain on cash flow derivatives			30,074		20,157		9,067
	Total increase in deferred tax liabilities	$	48,608	$	22,375	$	29,458

The following table discloses the components of “Other current assets” as of December 31, 2012 and 2011, respectively:

(In thousands)		As of December 31,
		2012		2011
Inventory		$	23,110	$	21,157
Deferred tax asset			19,249		16,573
Deposits			10,277		15,167
Deferred loan costs			44,446		53,672
Other			70,126		89,582
	Total other current assets	$	167,208	$	196,151

The following table discloses the components of “Other assets” as of December31, 2012 and 2011, respectively:

(In thousands)		As of December 31,
		2012		2011
Investments in, and advances to, nonconsolidated affiliates		$	370,912	$	359,687
Other investments			119,196		77,766
Notes receivable			363		512
Prepaid expenses			32,382		600
Deferred loan costs			157,726		188,823
Deposits			18,420		17,790
Prepaid rent			71,942		79,244
Other			28,942		36,917
Non-qualified plan assets			10,593		10,539
	Total other assets	$	810,476	$	771,878

The following table discloses the components of “Other current liabilities” as of December 31, 2012 and 2011, respectively:

(In thousands)		As of December 31,
		2012		2011
Interest rate swap - current portion		$	76,939	$	-
Redeemable noncontrolling interest			60,950		-
	Total other current liabilities	$	137,889	$	-

The following table discloses the components of “Other long-term liabilities” as of December31, 2012 and 2011, respectively:

(In thousands)		As of December 31,
		2012		2011
Unrecognized tax benefits		$	158,321	$	212,672
Asset retirement obligation			56,047		50,983
Non-qualified plan liabilities			10,593		10,539
Interest rate swap - long-term portion			-		159,124
Deferred income			12,121		15,246
Redeemable noncontrolling interest			-		57,855
Deferred rent			106,394		81,599
Employee related liabilities			24,265		40,145
Other			82,776		79,725
	Total other long-term liabilities	$	450,517	$	707,888

The following table discloses the components of “Accumulated other comprehensive loss,” net of tax, as of December31, 2012 and 2011, respectively:

(In thousands)		As of December 31,
		2012		2011
Cumulative currency translation adjustment		$	(178,372)	$	(212,761)
Cumulative unrealized gain (losses) on securities			66,982		41,302
Cumulative other adjustments			6,286		5,708
Cumulative unrealized gain (losses) on cash flow derivatives			(48,180)		(100,292)
	Total accumulated other comprehensive loss	$	(153,284)	$	(266,043)

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Guarantor Subsidiaries (Narrative) (Details) (USD $) In Billions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Related Party Transaction Due From To Related Party [Abstract]
Guarantor subsidiary borrowings under the senior secured credit facilities	$ 7.3	$ 7.3

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Consolidated Statements of Comprehensive Loss (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Consolidated Statements of Comprehensive Loss [Abstract]
Revenue	$ 1,696,336	$ 1,587,331	$ 1,602,494	$ 1,360,723	$ 1,652,788	$ 1,583,352	$ 1,604,386	$ 1,320,826	$ 6,246,884	$ 6,161,352	$ 5,865,685
Operating Expenses [Abstract]
Direct operating expenses (excludes depreciation and amortization)	650,495	624,526	607,095	614,434	635,789	654,163	630,015	584,069	2,496,550	2,504,036	2,381,647
Selling, general and administrative expenses (excludes depreciation and amortization)	431,841	419,855	398,123	423,628	421,952	402,160	420,436	372,710	1,673,447	1,617,258	1,570,212
Corporate expenses (excludes depreciation and amortization)	76,861	70,811	71,158	69,198	64,016	54,247	56,486	52,347	288,028	227,096	284,042
Depreciation and amortization	189,730	182,350	181,839	175,366	192,422	197,532	189,641	183,711	729,285	763,306	732,869
Impairment charges	37,651	0	0	0	7,614	0	0	0	37,651	7,614	15,364
Other operating income - net	968	42,118	1,917	3,124	(771)	(6,490)	3,229	16,714	48,127	12,682	(16,710)
Operating income (loss)	310,726	331,907	346,196	81,221	330,224	268,760	311,037	144,703	1,070,050	1,054,724	864,841
Interest expense	400,930	388,210	385,867	374,016	368,397	369,233	358,950	369,666	1,549,023	1,466,246	1,533,341
Loss on marketable securities	(4,580)	0	0	0	(4,827)	0	0	0	(4,580)	(4,827)	(6,490)
Equity in earnings (loss) of nonconsolidated affiliates	6,643	3,663	4,696	3,555	13,502	5,210	5,271	2,975	18,557	26,958	5,702
Gain (loss) on debt extinguishment	(239,556)	0	0	(15,167)	0	4,274	0	(5,721)	(254,723)	(1,447)	60,289
Other income (expense) - net	1,929	824	(1,397)	(1,106)	(5,370)	3,033	(4,517)	3,685	250	(3,169)	(13,834)
Loss before income taxes	(325,768)	(51,816)	(36,372)	(305,513)	(34,868)	(87,956)	(47,159)	(224,024)	(719,469)	(394,007)	(622,833)
Income tax benefit	128,986	13,232	8,663	157,398	3,468	20,665	9,184	92,661	308,279	125,978	159,980
Consolidated net loss	(196,782)	(38,584)	(27,709)	(148,115)	(31,400)	(67,291)	(37,975)	(131,363)	(411,190)	(268,029)	(462,853)
Less amount attributable to noncontrolling interest	(5,518)	11,977	11,316	(4,486)	11,627	6,765	15,204	469	13,289	34,065	16,236
Net loss attributable to the Company	(191,264)	(50,561)	(39,025)	(143,629)	(43,027)	(74,056)	(53,179)	(131,832)	(424,479)	(302,094)	(479,089)
Other comprehensive income, net of tax:
Foreign currency translation adjustments									40,242	(29,647)	26,301
Unrealized gain on securities and derivatives:
Unrealized gain (loss) on marketable securities									23,103	(224)	17,187
Unrealized holding gain (loss) on cash flow derivatives									52,112	33,775	15,112
Reclassification adjustment for realized loss on marketable securities included in net loss									3,180	3,787	14,750
Other comprehensive income									118,637	7,691	73,350
Comprehensive loss									(305,842)	(294,403)	(405,739)
Less amount attributable to noncontrolling interest									5,878	4,324	8,857
Comprehensive loss attributable to the Company									$ (311,720)	$ (298,727)	$ (414,596)

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Fair Value Measurements

12 Months Ended

Dec. 31, 2012

Fair Value Measurements [Abstract]

Fair Value Measurements

NOTE 6 – FAIR VALUE MEASUREMENTS

ASC820-10-35 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level1, defined as observable inputs such as quoted prices in active markets; Level2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Marketable Equity Securities

The Company's marketable equity securities and interest rate swap are measured at fair value on each reporting date.

The marketable equity securities are measured at fair value using quoted prices in active markets. Due to the fact that the inputs used to measure the marketable equity securities at fair value are observable, the Company has categorized the fair value measurements of the securities as Level 1.

The cost, unrealized holding gains or losses, and fair value of the Company's investments at December 31, 2012 and 2011 are as follows:

(In thousands)				Gross		Gross
				Unrealized		Unrealized		Fair
Investments		Cost		Losses		Gains		Value
2012
Available-for-sale	$	5,207	$	-	$	106,220	$	111,427
Other cost investments		7,769		-		-		7,769
Total	$	12,976	$	-	$	106,220	$	119,196
2011
Available-for-sale	$	7,786	$	-	$	65,214	$	73,000
Other cost investments		4,766		-		-		4,766
Total	$	12,552	$	-	$	65,214	$	77,766

Other cost investments include various investments in companies for which there is no readily determinable market value.The Companyrecognized other-than-temporary impairments of $2.0million on a cost investment for the year ended December31, 2012, which was a non-cash impairment charge recorded in “Loss on marketable securities.”

The Company's available-for-sale security, Independent News & Media PLC (“INM”), was in an unrealized loss position for an extended period of time. As a result, the Company considered the guidance in ASC320-10-S99 and reviewed the length of the time and the extent to which the market value was less than cost and the financial condition and near-term prospects of the issuer. After this assessment, the Company concluded that the impairment was other than temporary and recorded a non-cash impairment charge of $2.6 million, $4.8million and $6.5million in “Loss on marketable securities” for the years ended December 31, 2012, 2011 and 2010, respectively.

Interest Rate Swap

The Company's $2.5billion notional amount interest rate swap agreement is designated as a cash flow hedge and the effective portion of the gain or loss on the swap is reported as a component of other comprehensive income (loss). Ineffective portions of a cash flow hedging derivative's change in fair value are recognized currently in earnings. In accordance with ASC815-20-35-9, as the critical terms of the swap and the floating-rate debt being hedged were the same at inception and remained the same during the current period, no ineffectiveness was recorded in earnings.

The Company entered into its swap agreement to effectively convert a portion of its floating-rate debt to a fixed basis, thus reducing the impact of interest rate changes on future interest expense. The Company assesses at inception, and on an ongoing basis, whether its interest rate swap agreement is highly effective in offsetting changes in the interest expense of its floating rate debt. A derivative that is not a highly effective hedge does not qualify for hedge accounting.

The Company continually monitors its positions with, and credit quality of, the financial institution which is counterparty to its interest rate swap. The Company may be exposed to credit loss in the event of nonperformance by its counterparty to the interest rate swap. However, the Company considers this risk to be low. If a derivative instrument no longer qualifies as a cash flow hedge, hedge accounting is discontinued and the gain or loss that was recorded in other comprehensive income is recognized currently in income.

The swap agreement is valued using a discounted cash flow model that takes into account the present value of the future cash flows under the terms of the agreements by using market information available as of the reporting date, including prevailing interest rates and credit spread. Due to the fact that the inputs are either directly or indirectly observable, the Company classified the fair value measurement of the agreement as Level 2.

The fair value of the Company's $2.5billion notional amount interest rate swap designated as a hedging instrument was $76.9 million and recorded in “Other current liabilities” and $159.1million and recorded in “Other long-term liabilities” at December31, 2012 and 2011, respectively. The swap agreement matures on September 30, 2013.

The following table provides the beginning and ending accumulated other comprehensive loss and the current period activity related to the interest rate swap agreement:

(In thousands)		Accumulated other
		comprehensive loss
Balance at December 31, 2010	$	134,067
Other comprehensive income		33,775
Balance at December 31, 2011		100,292
Other comprehensive income		52,112
Balance at December 31, 2012	$	48,180

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Long-Term Debt

12 Months Ended

Dec. 31, 2012

Long Term Debt [Abstract]

Long-Term Debt [Text Block]

NOTE 5 – LONG-TERM DEBT

Long-term debt at December 31,2012 and 2011consisted of the following:

(In thousands)			December 31,		December 31,
			2012		2011
Senior Secured Credit Facilities:
	Term Loan A Facility Due 2014	$	846,890	$	1,087,090
	Term Loan B Facility Due 2016		7,714,843		8,735,912
	Term Loan C - Asset Sale Facility Due 2016 (1)		513,732		670,845
	Revolving Credit Facility Due 2014		-		1,325,550
	Delayed Draw Term Loan Facilities Due 2016		-		976,776
Receivables Based Facility Due 2014			-		-
Priority Guarantee Notes Due 2019			1,999,815		-
Priority Guarantee Notes Due 2021			1,750,000		1,750,000
Other Secured Subsidiary Debt			25,507		30,976
Total Consolidated Secured Debt			12,850,787		14,577,149
Senior Cash Pay Notes Due 2016			796,250		796,250
Senior Toggle Notes Due 2016			829,831		829,831
Clear Channel Senior Notes:
	5.0% Senior Notes Due 2012		-		249,851
	5.75% Senior Notes Due 2013		312,109		312,109
	5.5% Senior Notes Due 2014		461,455		461,455
	4.9% Senior Notes Due 2015		250,000		250,000
	5.5% Senior Notes Due 2016		250,000		250,000
	6.875% Senior Notes Due 2018		175,000		175,000
	7.25% Senior Notes Due 2027		300,000		300,000
Subsidiary Senior Notes:
	9.25 % Series A Senior Notes Due 2017		-		500,000
	9.25 % Series B Senior Notes Due 2017		-		2,000,000
	6.5 % Series A Senior Notes Due 2022		735,750		-
	6.5 % Series B Senior Notes Due 2022		1,989,250		-
Subsidiary Senior Subordinated Notes:
	7.625 % Series A Senior Notes Due 2020		275,000		-
	7.625 % Series B Senior Notes Due 2020		1,925,000		-
Other Clear Channel Subsidiary Debt			5,586		19,860
Purchase accounting adjustments and original issue discount			(408,921)		(514,336)
			20,747,097		20,207,169
Less: current portion			381,728		268,638
Total long-term debt		$	20,365,369	$	19,938,531

• Term Loan C is subject to an amortization schedule with the final payment due 2016.

The Company's weighted average interest rates at December 31, 2012 and 2011 were6.7% and 6.2%, respectively. The aggregate market value of the Company's debt based on market prices for which quotes were available was approximately $18.6billion and $16.2billion at December 31, 2012 and 2011, respectively.Under the fair value hierarchy established by ASC 820-10-35, the market value of the Company's debt is classified as Level1.

The Company and its subsidiaries have from time to time repurchased certain debt obligations of Clear Channel and outstanding equity securities of CCMH and CCOH, and may in the future, as part of various financing and investment strategies, purchase additional outstanding indebtedness of Clear Channel or its subsidiaries or CCMH's outstanding equity securities or outstanding equity securities of CCOH, in tender offers, open market purchases, privately negotiated transactions or otherwise. The Company or its subsidiaries may also sell certain assets or properties and use the proceeds to reduce its indebtedness. These purchases or sales, if any, could have a material positive or negative impact on the Company's liquidity available to repay outstanding debt obligations or on the Company's consolidated results of operations. These transactions could also require or result in amendments to the agreements governing outstanding debt obligations or changes in the Company's leverage or other financial ratios, which could have a material positive or negative impact on the Company's ability to comply with the covenants contained in Clear Channel's debt agreements. These transactions, if any, will depend on prevailing market conditions, the Company's liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Senior Secured Credit Facilities

As of December 31, 2012, Clear Channel had a total of $9,075.5million outstanding under its senior secured credit facilities, consisting of:

• an $846.9million term loan A facility which matures in July 2014;
• a $7,714.9million term loan B facility which matures in January 2016; and
• a $513.7million term loan C—asset sale facility, subject to reduction as described below, which matures in January 2016.

  Clear Channel may raise incremental term loans of up to (a)$1.5billion, plus (b)the excess, if any, of (x)0.65times pro forma consolidated EBITDA (as calculated in the manner provided in the senior secured credit facilities documentation), over (y)$1.5billion, plus (c)the aggregate amount of certain principal prepayments made in respect of the term loans under the senior secured credit facilities. Availability of such incremental term loans is subject, among other things, to the absence of any default, pro forma compliance with the financial covenant and the receipt of commitments by existing or additional financial institutions.

  Clear Channel is the primary borrower under the senior secured credit facilities, except that certain of its domestic restricted subsidiaries are co-borrowers under a portion of the term loan facilities.

  Interest Rate and Fees

  Borrowings under Clear Channel's senior secured credit facilities bear interest at a rate equal to an applicable margin plus, at Clear Channel's option, either (i)a base rate determined by reference to the higher of (A)the prime lending rate publicly announced by the administrative agent or (B)the Federal funds effective rate from time to time plus 0.50%, or (ii)a Eurocurrency rate determined by reference to the costs of funds for deposits for the interest period relevant to such borrowing adjusted for certain additional costs.

  The margin percentages applicable to the term loan facilities are the following percentages per annum:

• with respect to loans under the term loanA facility, (i)2.40% in the case of base rate loans and (ii)3.40% in the case of Eurocurrency rate loans; and
• with respect to loans under the term loanB facility, term loanC - asset sale facility, (i)2.65%, in the case of base rate loans and (ii)3.65%, in the case of Eurocurrency rate loans.

The margin percentages are subject to adjustment based upon Clear Channel's leverage ratio.

Prepayments

The senior secured credit facilities require Clear Channel to prepay outstanding term loans, subject to certain exceptions, with:

• 50% (which percentage may be reduced to 25% and to 0% based upon Clear Channel's leverage ratio) of Clear Channel's annual excess cash flow (as calculated in accordance with the senior secured credit facilities), less any voluntary prepayments of term loans and subject to customary credits;
• 100% of the net cash proceeds of sales or other dispositions of specified assets being marketed for sale (including casualty and condemnation events), subject to certain exceptions;
• 100% (which percentage may be reduced to 75% and 50% based upon Clear Channel's leverage ratio) of the net cash proceeds of sales or other dispositions by Clear Channel or its wholly-owned restricted subsidiaries of assets other than specified assets being marketed for sale, subject to reinvestment rights and certain other exceptions;
• 100% of the net cash proceeds of (i)any incurrence of certain debt, other than debt permitted under Clear Channel's senior secured credit facilities. (ii) certain securitization financing and (iii) certain issuances of Permitted Additional Notes (as defined in the senior secured credit facilities) and (iv)certain issuances of Permitted Unsecured Notes and Permitted Senior Secured Notes (as defined in the senior secured creditfacilities); and
• Net Cash Proceeds received by Clear Channel as dividends or distributions from indebtedness incurred at CCOH provided that the Consolidated Leverage Ratio of CCOH is no greater than 7.00to1.00.

The foregoing prepayments with the net cash proceeds of any incurrence of certain debt, other than debt permitted under Clear Channel's senior secured credit facilities, certain securitization financing, issuances of Permitted Additional Notes and annual excess cash flow will be applied, at Clear Channel's option, to the term loans (on a pro rata basis, other than that non-extended classes of term loans may be prepaid prior to any corresponding extended class), in each case (i)first to the term loans other than the term loanC—asset sale facility loans (on a pro rata basis) and (ii)second to the term loanC—asset sale facility loans, in each case to the remaining installments thereof in direct order of maturity. The foregoing prepayments with net cash proceeds of issuances of Permitted Unsecured Notes and Permitted Senior Secured Notes and Net Cash Proceeds received by Clear Channel as a distribution from indebtedness incurred by CCOH will be applied (i) to the term loan A in a manner determined by Clear Channel, and (ii) to the term loans (on a pro rata basis), in each case to the remaining installments thereof in direct order of maturity. The foregoing prepayments with the net cash proceeds of the sale of assets (including casualty and condemnation events) will be applied (i) first to the term loan C—asset sale facility loans and (ii) second to the other term loans (on a pro rata basis), in each case to the remaining installments thereof in direct order of maturity.

Clear Channel may voluntarily repay outstanding loans under the senior secured credit facilities at any time without premium or penalty, other than customary “breakage” costs with respect to Eurocurrency rate loans.

Amendments

During the fourth quarter of 2012, Clear Channel amended the terms of its senior secured credit facilities (the “Amendments”).  The Amendments, among other things: (i) permit exchange offers of term loans for new debt securities in an aggregate principal amount of up to $5.0 billion (including the $2.0 billion issued as described under “Refinancing Transactions” below); (ii) provide Clear Channel with greater flexibility to prepay trancheA term loans; (iii) following the repayment or extension of all trancheA term loans, permit below par non-pro rata purchases of term loans pursuant to customary Dutch auction procedures whereby all lenders of the class of term loans offered to be purchased will be offered an opportunity to participate; (iv) following the repayment or extension of all trancheA term loans, permit the repurchase of junior debt maturing before January 2016 with cash on hand in an amount not to exceed $200.0 million; (v) combine the term loanB, the delayed draw term loan1 and the delayed draw term loan2 under the senior secured credit facilities; (vi) preserve revolving credit facility capacity in the event Clear Channel repays all amounts outstanding under the revolving credit facility; and (vii) eliminate certain restrictions on the ability of CCOH and its subsidiaries to incur debt. On October 31, 2012, Clear Channel repaid and permanently cancelled the commitments under its revolving credit facility, which was set to mature July 2014.

Collateral and Guarantees

The senior secured credit facilities are guaranteed by Clear Channel and each of Clear Channel's existing and future material wholly-owned domestic restricted subsidiaries, subject to certain exceptions.

All obligations under the senior secured credit facilities, and the guarantees of those obligations, are secured, subject to permitted liens, including prior liens permitted by the indenture governing the Clear Channel senior notes, and other exceptions, by:

• a lien on the capital stock of Clear Channel;
• 100% of the capital stock of any future material wholly-owned domestic license subsidiary that is not a “Restricted Subsidiary” under the indenture governing the Clear Channel senior notes;
• certain assets that do not constitute “principal property” (as defined in the indenture governing the Clear Channel senior notes);
• certain specified assets of Clear Channel and the guarantors that constitute “principal property” (as defined in the indenture governing the Clear Channel senior notes) securing obligations under the senior secured credit facilities up to the maximum amount permitted to be secured by such assets without requiring equal and ratable security under the indenture governing the Clear Channel senior notes; and
• a lien on the accounts receivable and related assets securing Clear Channel's receivables based credit facility that is junior to the lien securing Clear Channel's obligations under such credit facility.

Certain Covenants and Events of Default

The senior secured credit facilities require Clear Channel to comply on a quarterly basis with a financial covenant limiting the ratio of consolidated secured debt, net of cash and cash equivalents, to consolidated EBITDA for the preceding four quarters. Clear Channel's secured debt consists of the senior secured credit facilities, the receivables-based credit facility, the priority guarantee notes and certain other secured subsidiary debt. Clear Channel's consolidated EBITDA for the preceding four quarters of $2.0 billion is calculated as operating income (loss) before depreciation, amortization, impairment charges and other operating income (expense) – net, plus non-cash compensation, and is further adjusted for the following items: (i) an increase of $80.2 million related to costs incurred in connection with the closure and/or consolidation of facilities, retention charges, consulting fees and other permitted activities;(ii) an increase of $51.0 million for non-recurring or unusual gains or losses; (iii) an increase of $45.5 million for non-cash items; (iv) an increase of $18.5 million for various other items; and (v) an increase of $20.1 million for cash received from nonconsolidated affiliates. The maximum ratio under this financial covenant is currently set at 9.5:1 and reduces to 9.25:1, 9:1 and 8.75:1 for the quarters ended June 30, 2013, December 31, 2013 and December 31, 2014, respectively. At December 31, 2012, theratio was 5.9:1.

In addition, the senior secured credit facilities include negative covenants that, subject to significant exceptions, limit Clear Channel's ability and the ability of its restricted subsidiaries to, among other things:

• incur additional indebtedness;
• create liens on assets;
• engage in mergers, consolidations, liquidations and dissolutions;
• sell assets;
• pay dividends and distributions or repurchase Clear Channel's capital stock;
• make investments, loans, or advances;
• prepay certain junior indebtedness;
• engage in certain transactions with affiliates;
• amend material agreements governing certain junior indebtedness; and
• change lines of business.

The senior secured credit facilities include certain customary representations and warranties, affirmative covenants and events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy, certain events under ERISA, material judgments, the invalidity of material provisions of the senior secured credit facilities documentation, the failure of collateral under the security documents for the senior secured credit facilities, the failure of the senior secured credit facilities to be senior debt under the subordination provisions of certain of Clear Channel's subordinated debt and a change of control. If an event of default occurs, the lenders under the senior secured credit facilities will be entitled to take various actions, including the acceleration of all amounts due under the senior secured credit facilities and all actions permitted to be taken by a secured creditor.

Receivables Based Credit Facility

As of December 31, 2012, Clear Channel had no borrowings outstanding under Clear Channel's receivables based credit facility. On June 8, 2011, Clear Channel made a voluntary paydown of all amounts outstanding under this facility using cash on hand. Clear Channel's voluntary paydown did not reduce its commitments under this facility and Clear Channel may reborrow under this facility at any time. The agreement was amended and restated on December 24, 2012.

The receivables based credit facility provides revolving credit commitments of $535.0 million, subject to a borrowing base. The borrowing base at any time equals 90% of the eligible accounts receivable of Clear Channel and certain of its subsidiaries. The receivables based credit facility includes a letter of credit sub-facility and a swingline loan sub-facility.

Clear Channel and certain subsidiary borrowers are the borrowers under the receivables based credit facility. Clear Channel has the ability to designate one or more of its restricted subsidiaries as borrowers under the receivables based credit facility. The receivables based credit facility loans and letters of credit are available in U.S. dollars.

Interest Rate and Fees

Borrowings under the receivables based credit facility bear interest at a rate per annum equal to an applicable margin plus, at Clear Channel's option, either (i)a base rate determined by reference to the highest of (a) the prime rate of Citibank, N.A. and (b)the Federal Funds rate plus 0.50% or (ii)a Eurocurrency rate determined by reference to the rate (adjusted for statutory reserve requirements for Eurocurrency liabilities) for Eurodollar deposits for the interest period relevant to such borrowing. The initial applicable margin for borrowings under the receivables based credit facility is 1.75% with respect to Eurocurrency borrowings and 0.75% with respect to base-rate borrowings. The applicable margin for borrowings under the receivables based credit facility ranges from 1.50% to 2.00% for Eurocurrency borrowings and from 0.50% to 1.00% for base-rate borrowings, depending on average excess availability under the receivables based credit facility during the prior fiscal quarter.

In addition to paying interest on outstanding principal under the receivables based credit facility, Clear Channel is required to pay a commitment fee to the lenders under the receivables based credit facility in respect of the unutilized commitments thereunder. The initial commitment fee rate is 0.375% per annum. The commitment fee rate will be reduced to 0.25% per annum at any time when the average daily unused commitments for the prior quarter is less than 50% of total commitments. Clear Channel must also pay customary letter of credit fees.

Maturity

Borrowings under the receivables based credit facility will mature, and lending commitments thereunder will terminate, on the fifth anniversary of the effectiveness of the receivables based credit facility (December 24, 2017), provided that, (a)the maturity date will be October 31, 2015 if on October 30, 2015, greater than $500.0 million in aggregate principal amount is owing under certain of Clear Channel's term loan credit facilities, (b)the maturity date will be May 3, 2016 if on May 2, 2016 greater than $500.0 million aggregate principal amount of Clear Channel's 10.75% senior cash pay notes due 2016 and 11.00%/11.75% senior toggle notes due 2016 are outstanding and (c)in the case of any debt under clauses (a)and (b)that is amended or refinanced in any manner that extends the maturity date of such debt to a date that is on or before the date that is five years after the effectiveness of the receivables based credit facility, the maturity date will be one day prior to the maturity date of such debt after giving effect to such amendment or refinancing if greater than $500,000,000 in aggregate principal amount of such debt is outstanding.

Prepayments

If at any time the sum of the outstanding amounts under the receivables based credit facility exceeds the lesser of (i)the borrowing base and (ii)the aggregate commitments under the facility, Clear Channel will be required to repay outstanding loans and cash collateralize letters of credit in an aggregate amount equal to such excess. Clear Channel 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. Any voluntary prepayments Clear Channel makes will not reduce its commitments under the receivables based credit facility.

Guarantees and Security

The facility is guaranteed by, subject to certain exceptions, the guarantors of Clear Channel's senior secured credit facilities. All obligations under the receivables based credit facility, and the guarantees of those obligations, are secured by a perfected security interest in all of Clear Channel's and all of the guarantors' accounts receivable and related assets and proceeds thereof that is senior to the security interest of Clear Channel's senior secured credit facilities in such accounts receivable and related assets and proceeds thereof, subject to permitted liens, including prior liens permitted by the indenture governing certain of Clear Channel's senior notes (the “legacy notes”), and certain exceptions.

Certain Covenants and Events of Default

If borrowing availability is less than the greater of (a)$50.0 million and (b)10% of the aggregate commitments under the receivables based credit facility, in each case, for five consecutive business days (a “Liquidity Event”), Clear Channel will be required to comply with a minimum fixed charge coverage ratio of at least 1.00 to 1.00 for fiscal quarters ending on or after the occurrence of the Liquidity Event, and will be continued to comply with this minimum fixed charge coverage ratio until borrowing availability exceeds the greater of (x)$50.0 million and (y)10% of the aggregate commitments under the receivables based credit facility, in each case, for 30 consecutive calendar days, at which time the Liquidity Event shall no longer be deemed to be occurring. In addition, the receivables based credit facility includes negative covenants that, subject to significant exceptions, limit Clear Channel's ability and the ability of its restricted subsidiaries to, among other things:

• incur additional indebtedness;
• create liens on assets;
• engage in mergers, consolidations, liquidations and dissolutions;
• sell assets;
• pay dividends and distributions or repurchase capital stock;
• make investments, loans, or advances;
• prepay certain junior indebtedness;
• engage in certain transactions with affiliates;
• amend material agreements governing certain junior indebtedness; and
• change lines of business.

The receivables based credit facility includes certain customary representations and warranties, affirmative covenants and events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy, certain events under ERISA, material judgments and a change of control. If an event of default occurs, the lenders under the receivables based credit facility will be entitled to take various actions, including the acceleration of all amounts due under Clear Channel's receivables based credit facility and all actions permitted to be taken by a secured creditor.

Priority Guarantee Notes Due 2019

As of December 31, 2012, Clear Channel had outstanding $2.0 billion aggregate principal amount of 9.0% priority guarantee notes due 2019 (the “Priority Guarantee Notes due 2019”).

The Priority Guarantee Notes due 2019 mature on December 15, 2019 and bear interest at a rate of 9.0% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2013. The Priority Guarantee Notes due 2019 are Clear Channel's senior obligations and are fully and unconditionally guaranteed, jointly and severally, on a senior basis by the guarantors named in the indenture. The Priority Guarantee Notes due 2019 and the guarantors' obligations under the guarantees are secured by (i)a lien on (a)the capital stock of Clear Channel and (b)certain property and related assets that do not constitute “principal property” (as defined in the indenture governing certain legacy notes of Clear Channel), in each case equal in priority to the liens securing the obligations under Clear Channel's senior secured credit facilities and Clear Channel's priority guarantee notes due 2021, subject to certain exceptions, and (ii)a lien on the accounts receivable and related assets securing Clear Channel's receivables based credit facility junior in priority to the lien securing Clear Channel's obligations thereunder, subject to certain exceptions. In addition to the collateral granted to secure the Priority Guarantee Notes due 2019, the collateral agent and the trustee for the Priority Guarantee Notes due 2019 entered into an agreement with the administrative agent for the lenders under the senior secured credit facilities to turn over to the trustee under the Priority Guarantee Notes due 2019, for the benefit of the holders of the Priority Guarantee Notes due 2019, a pro rata share of any recovery received on account of the principal properties, subject to certain terms and conditions.

Clear Channel may redeem the Priority Guarantee Notes due 2019 at its option, in whole or part, at any time prior to July 15, 2015, at a price equal to 100% of the principal amount of the Priority Guarantee Notes due 2019 redeemed, plus accrued and unpaid interest to the redemption date and plus an applicable premium. Clear Channel may redeem the Priority Guarantee Notes due 2019, in whole or in part, on or after July 15, 2015, at the redemption prices set forth in the indenture plus accrued and unpaid interest to the redemption date. Prior to July 15, 2015, Clear Channel may elect to redeem up to 40% of the aggregate principal amount of the Priority Guarantee Notes due 2019 at a redemption price equal to 109.0% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equity offerings.

The indenture governing the Priority Guarantee Notes due 2019 contains covenants that limit Clear Channel's ability and the ability of its restricted subsidiaries to, among other things: (i)pay dividends, redeem stock or make other distributions or investments; (ii)incur additional debt or issue certain preferred stock; (iii)modify any of Clear Channel's existing senior notes; (iv)transfer or sell assets; (v)engage in certain transactions with affiliates; (vi)create restrictions on dividends or other payments by the restricted subsidiaries; and (vii)merge, consolidate or sell substantially all of Clear Channel's assets. The indenture contains covenants that limit the Company's and Clear Channel's ability and the ability of its restricted subsidiaries to, among other things: (i)create liens on assets and (ii)materially impair the value of the security interests taken with respect to the collateral for the benefit of the notes collateral agent and the holders of the Priority Guarantee Notes due 2019. The indenture also provides for customary events of default.

Priority Guarantee Notes Due 2021

As of December 31, 2012, Clear Channel had outstanding $1.75 billion aggregate principal amount of 9.0% priority guarantee notes due 2021 (the “Priority Guarantee Notes due 2021”).

The Priority Guarantee Notes due 2021 mature on March 1, 2021 and bear interest at a rate of 9.0% per annum, payable semi-annually in arrears on March 1 and September 1 of each year, which began on September 1, 2011. The Priority Guarantee Notes due 2021 are Clear Channel's senior obligations and are fully and unconditionally guaranteed, jointly and severally, on a senior basis by the guarantors named in the indenture. The Priority Guarantee Notes due 2021 and the guarantors' obligations under the guarantees are secured by (i)a lien on (a)the capital stock of Clear Channel and (b)certain property and related assets that do not constitute “principal property” (as defined in the indenture governing certain legacy notes of Clear Channel), in each case equal in priority to the liens securing the obligations under Clear Channel's senior secured credit facilities and the Priority Guarantee Notes due 2019, subject to certain exceptions, and (ii)a lien on the accounts receivable and related assets securing Clear Channel's receivables based credit facility junior in priority to the lien securing Clear Channel's obligations thereunder, subject to certain exceptions.

Clear Channel may redeem the Priority Guarantee Notes due 2021 at its option, in whole or part, at any time prior to March 1, 2016, at a price equal to 100% of the principal amount of the Priority Guarantee Notes due 2021 redeemed, plus accrued and unpaid interest to the redemption date and plus an applicable premium. Clear Channel may redeem the Priority Guarantee Notes due 2021, in whole or in part, on or after March 1, 2016, at the redemption prices set forth in the indenture plus accrued and unpaid interest to the redemption date. At any time on or before March 1, 2014, Clear Channel may elect to redeem up to 40% of the aggregate principal amount of the Priority Guarantee Notes due 2021 at a redemption price equal to 109.0% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equity offerings.

The indenture governing the Priority Guarantee Notes due 2021 contains covenants that limit Clear Channel's ability and the ability of its restricted subsidiaries to, among other things: (i)pay dividends, redeem stock or make other distributions or investments; (ii)incur additional debt or issue certain preferred stock; (iii)modify any of Clear Channel's existing senior notes; (iv)transfer or sell assets; (v)engage in certain transactions with affiliates; (vi)create restrictions on dividends or other payments by the restricted subsidiaries; and (vii)merge, consolidate or sell substantially all of Clear Channel's assets. The indenture contains covenants that limit the Company's and Clear Channel's ability and the ability of its restricted subsidiaries to, among other things: (i)create liens on assets and (ii)materially impair the value of the security interests taken with respect to the collateral for the benefit of the notes collateral agent and the holders of the Priority Guarantee Notes due 2021. The indenture also provides for customary events of default.

Senior Cash Pay Notes and Senior Toggle Notes

As of December 31, 2012, Clear Channel had outstanding $796.3million aggregate principal amount of 10.75% senior cash pay notes due 2016 and $829.8million aggregate principal amount of 11.00%/11.75% senior toggle notes due 2016.

The senior cash pay notes and senior toggle notes are unsecured and are guaranteed by the Company and each of Clear Channel's existing and future material wholly-owned domestic restricted subsidiaries, subject to certain exceptions. The senior toggle notes mature on August1, 2016 and may require a special redemption of up to $30.0million on August1, 2015. Clear Channel may elect on each interest election date to pay all or 50% of such interest on the senior toggle notes in cash or by increasing the principal amount of the senior toggle notes or by issuing new senior toggle notes (such increase or issuance, “PIK Interest”). Interest on the senior toggle notes payable in cash will accrue at a rate of 11.00% per annum and PIK Interest will accrue at a rate of 11.75% per annum.

Prior to August 1, 2012, Clear Channel was able to redeem some or all of the senior cash pay notes and senior toggle notes at a price equal to 100% of the principal amount of such notes plus accrued and unpaid interest thereon to the redemption date and an applicable premium, as described in the indenture governing such notes. Since August 1, 2012, Clear Channel may redeem some or all of the senior cash pay notes and senior toggle notes at any time at the redemption prices set forth in the indenture governing such notes. If Clear Channel undergoes a change of control, sells certain its assets, or issues certain debt, it may be required to offer to purchase the senior cash pay notes and senior toggle notes from holders.

The senior cash pay notes and senior toggle notes are senior unsecured debt and rank equal in right of payment with all of Clear Channel's existing and future senior debt. Guarantors of obligations under the senior secured credit facilities, the receivables based credit facility, the Priority Guarantee Notes due 2021 and the Priority Guarantee Notes due 2019 guarantee the senior cash pay notes and senior toggle notes with unconditional guarantees that are unsecured and equal in right of payment to all existing and future senior debt of such guarantors, except that the guarantees are subordinated in right of payment only to the guarantees of obligations under the senior secured credit facilities, the receivables based credit facility, the Priority Guarantee Notes due 2021 and the Priority Guarantee Notes due 2019 to the extent of the value of the assets securing such indebtedness. In addition, the senior cash pay notes and senior toggle notes and the guarantees are structurally senior to the Clear Channel senior notes and existing and future debt to the extent that such debt is not guaranteed by the guarantors of the senior cash pay notes and senior toggle notes. The senior cash pay notes and senior toggle notes and the guarantees are effectively subordinated to Clear Channel's existing and future secured debt and that of the guarantors to the extent of the value of the assets securing such indebtedness and are structurally subordinated to all obligations of subsidiaries that do not guarantee the senior cash pay notes and senior toggle notes.

On July16, 2010, Clear Channel made the election to pay interest on the senior toggle notes entirely in cash, effective for the interest period commencing August1, 2010. Assuming the cash interest election remains in effect for the remaining term of the notes, Clear Channel will be contractually obligated to make a payment to bondholders of $57.4 million on August 1, 2013.

Clear Channel Senior Notes

As of December31, 2012, Clear Channel's senior notes represented approximately $1.7billion of aggregate principal amount of indebtedness outstanding.

The senior notes were the obligations of Clear Channel prior to the merger. The senior notes are senior, unsecured obligations that are effectively subordinated to Clear Channel's secured indebtedness to the extent of the value of Clear Channel's assets securing such indebtedness and are not guaranteed by any of Clear Channel's subsidiaries and, as a result, are structurally subordinated to all indebtedness and other liabilities of Clear Channel's subsidiaries. The senior notes rank equally in right of payment with all of Clear Channel's existing and future senior indebtedness and senior in right of payment to all existing and future subordinated indebtedness. The senior notes are not guaranteed by Clear Channel's subsidiaries.

CCWH Senior Notes

During the fourth quarter of 2012, CCWH issued $2.7 billion aggregate principal amount of senior notes, which consisted of $735.8 million aggregate principal amount of Series A Senior Notes due 2022 (the “Series A CCWH Senior Notes”) and $1,989.25 million aggregate principal amount of Series B CCWH Senior Notes due 2022 (the “Series B CCWH Senior Notes” and, together with the Series A CCWH Senior Notes, the “CCWH Senior Notes”). The CCWH Senior Notes are guaranteed by CCOH, Clear Channel Outdoor, Inc. (“CCOI”) and certain of CCOH's direct and indirect subsidiaries. The proceeds from the issuance of the CCWH Senior Notes were used to fund the repurchase of CCWH's SeriesA Senior Notes due 2017 and CCWH's SeriesB Senior Notes due 2017 (collectively, the “Existing CCWH Senior Notes”).

The Company capitalized $30.0 million in fees and expenses associated with the CCWH Senior Notes offering and an original issue discount of $7.4 million. The Company is amortizing the capitalized fees and discount through interest expense over the life of the CCWH Senior Notes.

The CCWH Senior Notes are senior obligations that rank pari passu in right of payment to all unsubordinated indebtedness of CCWH and the guarantees of the CCWH Senior Notes rank pari passu in right of payment to all unsubordinated indebtedness of the guarantors. Interest on the CCWH Senior Notes is payable to the trustee weekly in arrears and to the noteholders on May15 and November15 of each year, beginning on May15, 2013.

At any time prior to November15, 2017, CCWH may redeem the CCWH Senior Notes, in whole or in part, at a price equal to 100% of the principal amount of the CCWH Senior Notes plus a “make-whole” premium, together with accrued and unpaid interest, if any, to the redemption date. CCWH may redeem the CCWH Senior Notes, in whole or in part, on or after November15, 2017, at the redemption prices set forth in the applicable indenture governing the CCWH Senior Notes plus accrued and unpaid interest to the redemption date. At any time on or before November15, 2015, CCWH may elect to redeem up to 40% of the then outstanding aggregate principal amount of the CCWH Senior Notes at a redemption price equal to 106.500% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equity offerings, subject to certain restrictions. Notwithstanding the foregoing, neither CCOH nor any of its subsidiaries is permitted to make any purchase of, or otherwise effectively cancel or retire any Series A CCWH Senior Notes or Series B CCWH Senior Notes if, after giving effect thereto and, if applicable, any concurrent purchase of or other addition with respect to any Series B CCWH Senior Notes or Series A CCWH Senior Notes, as applicable, the ratio of (a) the outstanding aggregate principal amount of the Series A CCWH Senior Notes to (b) the outstanding aggregate principal amount of the Series B CCWH Senior Notes shall be greater than 0.25, subject to certain exceptions.

The indenture governing the SeriesA CCWH Senior Notes contains covenants that limit CCOH and its restricted subsidiaries ability to, among other things:

• incur or guarantee additional debt to persons other than Clear Channel and its subsidiaries (other than CCOH) or issue certain preferred stock;
• create liens on its restricted subsidiaries' assets to secure such debt;
• create restrictions on the payment of dividends or other amounts to CCOH from its restricted subsidiaries that are not guarantors of the CCWH Senior Notes;
• enter into certain transactions with affiliates;
• merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of its assets; and
• sell certain assets, including capital stock of its subsidiaries, to persons other than Clear Channel and its subsidiaries (other than CCOH).

In addition, the indenture governing the SeriesA CCWH Senior Notes provides that if CCWH (i)makes an optional redemption of the SeriesB CCWH Senior Notes or purchases or makes an offer to purchase the SeriesB CCWH Senior Notes at or above 100% of the principal amount thereof, then CCWH shall apply a pro rata amount to make an optional redemption or purchase a pro rata amount of the SeriesA CCWH Senior Notes or (ii)makes an asset sale offer under the indenture governing the SeriesB CCWH Senior Notes, then CCWH shall apply a pro rata amount to make an offer to purchase a pro rata amount of SeriesA CCWH Senior Notes.

The indenture governing the SeriesA CCWH Senior Notes does not include limitations on dividends, distributions, investments or asset sales.

The indenture governing the SeriesB CCWH Senior Notes contains covenants that limit CCOH and its restricted subsidiaries ability to, among other things:

• incur or guarantee additional debt or issue certain preferred stock;
• redeem, repurchase or retire CCOH's subordinated debt;
• make certain investments;
• create liens on its or its restricted subsidiaries' assets to secure debt;
• create restrictions on the payment of dividends or other amounts to it from its restricted subsidiaries that are not guarantors of the CCWH Senior Notes;
• enter into certain transactions with affiliates;
• merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of its assets;
• sell certain assets, including capital stock of its subsidiaries;
• designate its subsidiaries as unrestricted subsidiaries; and
• pay dividends, redeem or repurchase capital stock or make other restricted payments.

  The SeriesA CCWH Senior Notes indenture and SeriesB CCWH Senior Notes indenture restrict CCOH's ability to incur additional indebtedness but permit CCOH to incur additional indebtedness based on an incurrence test. In order to incur (i) additional indebtedness under this test, CCOH's debt to adjusted EBITDA ratios (as defined by the indentures) must be lower than 7.0:1 and 5.0:1 for total debt and senior debt, respectively, and (ii) additional indebtedness that is subordinated to the CCWH Senior Notes under this test, CCOH's debt to adjusted EBITDA ratios (as defined by the indentures) must not be lower than 7.0:1 for total debt. The indentures contain certain other exceptions that allow CCOH to incur additional indebtedness. The SeriesB CCWH Senior Notes indenture also permits CCOH to pay dividends from the proceeds of indebtedness or the proceeds from asset sales if its debt to adjusted EBITDA ratios (as defined by the indentures) are lower than 7.0:1 and 5.0:1 for total debt and senior debt, respectively. The SeriesA CCWH Senior Notes indenture does not limit CCOH's ability to pay dividends. The SeriesB CCWH Senior Notes indenture contains certain exceptions that allow CCOH to pay dividends, including (i)$525.0million of dividends made pursuant to general restricted payment baskets and (ii)dividends made using proceeds received upon a demand by CCOH of amounts outstanding under the revolving promissory note issued by Clear Channel to CCOH.

  CCWH Senior Subordinated Notes

  During the first quarter of 2012, the Company's indirect subsidiary, CCWH issued $275.0million aggregate principal amount of 7.625% SeriesA Senior Subordinated Notes due 2020 (the “Series A CCWH Subordinated Notes”) and $1,925.0million aggregate principal amount of 7.625% SeriesB Senior Subordinated Notes due 2020 (the “Series B CCWH Subordinated Notes” and, together with the Series A CCWH Subordinated Notes, the “CCWH Subordinated Notes”). Interest on the CCWH Subordinated Notes is payable to the trustee weekly in arrears and to the noteholders on March15 and September15 of each year, beginning on September15, 2012.

  The CCWH Subordinated Notes are CCWH's senior subordinated obligations and are fully and unconditionally guaranteed, jointly and severally, on a senior subordinated basis by CCOH, CCOI and certain of CCOH's other domestic subsidiaries. The CCWH Subordinated Notes are unsecured senior subordinated obligations that rank junior to all of CCWH's existing and future senior debt, including the CCWH Senior Notes, equally with any of CCWH's existing and future senior subordinated debt and ahead of all of CCWH's existing and future debt that expressly provides that it is subordinated to the CCWH Subordinated Notes. The guarantees of the CCWH Subordinated Notes rank junior to each guarantor's existing and future senior debt, including the CCWH Senior Notes, equally with each guarantor's existing and future senior subordinated debt and ahead of each guarantor's existing and future debt that expressly provides that it is subordinated to the guarantees of the CCWH Subordinated Notes.

  At any time prior to March 15, 2015, CCWH may redeem the CCWH Subordinated Notes, in whole or in part, at a price equal to 100% of the principal amount of the CCWH Subordinated Notes plus a “make-whole” premium, together with accrued and unpaid interest, if any, to the redemption date. CCWH may redeem the CCWH Subordinated Notes, in whole or in part, on or after March 15, 2015, at the redemption prices set forth in the applicable indenture governing the CCWH Subordinated Notes plus accrued and unpaid interest to the redemption date. At any time on or before March 15, 2015, CCWH may elect to redeem up to 40% of the then outstanding aggregate principal amount of the CCWH Subordinated Notes at a redemption price equal to 107.625% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equity offerings, subject to certain restrictions. Notwithstanding the foregoing, neither CCOH nor any of its subsidiaries is permitted to make any purchase of, or otherwise effectively cancel or retire any Series A CCWH Subordinated Notes or Series B CCWH Subordinated Notes if, after giving effect thereto and, if applicable, any concurrent purchase of or other addition with respect to any Series B CCWH Subordinated Notes or Series A CCWH Subordinated Notes, as applicable, the ratio of (a) the outstanding aggregate principal amount of the Series A CCWH Subordinated Notes to (b) the outstanding aggregate principal amount of the Series B CCWH Subordinated Notes shall be greater than 0.25, subject to certain exceptions.

  The Company capitalized $40.0 million in fees and expenses associated with the CCWH Subordinated Notes offering and are amortizing them through interest expense over the life of the CCWH Subordinated Notes.

  The indenture governing the Series A CCWH Subordinated Notes contains covenants that limit CCOH and its restricted subsidiaries ability to, among other things:

• incur or guarantee additional debt to persons other than Clear Channel and its subsidiaries (other than CCOH) or issue certain preferred stock;
• create restrictions on the payment of dividends or other amounts to CCOH from its restricted subsidiaries that are not guarantors of the notes;
• enter into certain transactions with affiliates;
• merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of CCOH's assets; and
• sell certain assets, including capital stock of CCOH's subsidiaries, to persons other than Clear Channel and its subsidiaries (other than CCOH).

  In addition, the indenture governing the Series A CCWH Subordinated Notes provides that if CCWH (i) makes an optional redemption of the Series B CCWH Subordinated Notes or purchases or makes an offer to purchase the Series B CCWH Subordinated Notes at or above 100% of the principal amount thereof, then CCWH shall apply a pro rata amount to make an optional redemption or purchase a pro rata amount of the Series A CCWH Subordinated Notes or (ii) makes an asset sale offer under the indenture governing the Series B CCWH Subordinated Notes, then CCWH shall apply a pro rata amount to make an offer to purchase a pro rata amount of Series A CCWH Subordinated Notes.

  The indenture governing the Series A CCWH Subordinated Notes does not include limitations on dividends, distributions, investments or asset sales.

  The indenture governing the Series B CCWH Subordinated Notes contains covenants that limit CCOH and its restricted subsidiaries ability to, among other things:

• incur or guarantee additional debt or issue certain preferred stock;
• make certain investments;
• create restrictions on the payment of dividends or other amounts to CCOH from its restricted subsidiaries that are not guarantors of the notes;
• enter into certain transactions with affiliates;
• merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of CCOH's assets;
• sell certain assets, including capital stock of CCOH's subsidiaries;
• designate CCOH's subsidiaries as unrestricted subsidiaries; and
• pay dividends, redeem or repurchase capital stock or make other restricted payments.

The SeriesA CCWH Subordinated Notes indenture and SeriesB CCWH Subordinated Notes indenture restrict CCOH's ability to incur additional indebtedness but permit CCOH to incur additional indebtedness based on an incurrence test. In order to incur additional indebtedness under this test, CCOH's debt to adjusted EBITDA ratios (as defined by the indentures) must be lower than 7.0:1. The indentures contain certain other exceptions that allow CCOH to incur additional indebtedness. The Series B CCWH Subordinated Notes indenture also permits CCOH to pay dividends from the proceeds of indebtedness or the proceeds from asset sales if its debt to adjusted EBITDA ratios (as defined by the indentures) is lower than 7.0:1. The SeriesA CCWH Senior Subordinated Notes indenture does not limit CCOH's ability to pay dividends. The SeriesB CCWH Subordinated Notes indenture contains certain exceptions that allow CCOH to pay dividends, including (i)$525.0million of dividends made pursuant to general restricted payment baskets and (ii)dividends made using proceeds received upon a demand by CCOH of amounts outstanding under the revolving promissory note issued by Clear Channel to CCOH.

With the proceeds of the CCWH Subordinated Notes (net of the initial purchasers' discount of $33.0million), CCWH loaned an aggregate amount equal to $2,167.0million to CCOI. CCOI paid all other fees and expenses of the offering using cash on hand and, with the proceeds of the loans, made a special cash dividend to CCOH, which in turn made a special cash dividend on March15, 2012 in an amount equal to $6.0832 per share to its ClassA and ClassB stockholders of record at the close of business on March12, 2012, including Clear Channel Holdings, Inc. (“CCHoldings”) and CCFinco, LLC (“CCFinco”), both wholly-owned subsidiaries of the Company. Of the $2,170.4million special cash dividend paid by CCOH, an aggregate of $1,925.7million was distributed to CCHoldings and CCFinco, with the remaining $244.7million distributed to other stockholders. As a result, the Company recorded a reduction of $244.7million in “Noncontrolling interest” on the consolidated balance sheet.

Refinancing Transactions

During the first quarter of 2011, Clear Channel amended its senior secured credit facilities and its receivables based credit facility and issued $1.0billion aggregate principal amount of Priority Guarantee Notes due 2021 (the “Initial Priority Guarantee Notes due 2021”). The Company capitalized $39.5million in fees and expenses associated with the offering of the Initial Priority Guarantee Notes due 2021 and is amortizing them through interest expense over the life of the Initial Priority Guarantee Notes due 2021.

Clear Channel used the proceeds of the Initial Priority Guarantee Notes due 2021 offering to prepay $500.0million of the indebtedness outstanding under its senior secured credit facilities. The $500.0million prepayment was allocated on a ratable basis between outstanding term loans and revolving credit commitments under Clear Channel's revolving credit facility. The prepayment resulted in the accelerated expensing of $5.7million of loan fees recorded in “Loss on extinguishment of debt”.

Clear Channel obtained, concurrent with the offering of the Initial Priority Guarantee Notes due 2021, amendments to its credit agreements with respect to its senior secured credit facilities and its receivables based credit facility (revolving credit commitments under the receivables based facility were reduced from $783.5million to $625.0million), which were required as a condition to complete the offering. The amendments, among other things, permit Clear Channel to request future extensions of the maturities of its senior secured credit facilities, provide Clear Channel with greater flexibility in the use of its accordion capacity, provide Clear Channel with greater flexibility to incur new debt, provided that the proceeds from such new debt are used to pay down senior secured credit facility indebtedness, and provide greater flexibility for CCOH and its subsidiaries to incur new debt, provided that the net proceeds distributed to Clear Channel from the issuance of such new debt are used to pay down senior secured credit facility indebtedness.

In June2011, Clear Channel issued an additional $750.0million in aggregate principal amount of its Priority Guarantee Notes due 2021 (the “Additional Priority Guarantee Notes due 2021”) at an issue price of 93.845% of the principal amount of the Additional Priority Guarantee Notes due 2021. Interest on the Additional Priority Guarantee Notes due 2021 accrued from February23, 2011, and accrued interest was paid by the purchaser at the time of delivery of the Additional Priority Guarantee Notes due 2021 on June14, 2011. The Initial Priority Guarantee Notes due 2021 and the Additional Priority Guarantee Notes due 2021 have identical terms and are treated as a single class. Of the $703.8million of proceeds from the issuance of the Additional Priority Guarantee Notes due 2021 ($750.0million aggregate principal amount net of $46.2million of discount), Clear Channel used $500.0million for general corporate purposes (to replenish cash on hand that Clear Channel previously used to pay senior notes at maturity on March15, 2011 and May15, 2011) and used the remaining $203.8million to repay at maturity a portion of Clear Channel's 5%senior notes that matured in March 2012.

The Company capitalized an additional $7.1million in fees and expenses associated with the offering of the Additional Priority Guarantee Notes due 2021 and is amortizing them through interest expense over the life of the Additional Priority Guarantee Notes due 2021.

In March 2012, CCWH issued $275.0 million aggregate principal amount of the SeriesA CCWH Subordinated Notes and $1,925.0 million aggregate principal amount of the SeriesB CCWH Subordinated Notes and in connection therewith, CCOH distributed the CCOH Dividend of $6.0832 per share to its stockholders of record. Using CCOH Dividend proceeds distributed to the Company's wholly-owned subsidiaries, together with cash on hand, Clear Channel repaid $2,096.2 million of indebtedness under its senior secured credit facilities.

During the fourth quarter of 2012, Clear Channel exchanged $2.0 billion aggregate principal amount of term loans under its senior secured credit facilities for a like principal amount of newly issued Clear Channel Priority Guarantee Notes due 2019. The exchange offer, which was offered to eligible existing lenders under Clear Channel's senior secured credit facilities, was exempt from registration under the Securities Act of 1933, as amended. The Company capitalized $11.9 million in fees and expenses associated with the offering and are amortizing them through interest expense over the life of the notes.

In November2012, CCWH issued $735.75million aggregate principal amount of the SeriesA CCWH Senior Notes, which were issued at an issue price of 99.0% of par, and $1,989.25million aggregate principal amount of the SeriesB CCWH Senior Notes, which were issued at par. CCWH used the net proceeds from the offering of the CCWH Senior Notes, together with cash on hand, to fund the tender offer for and redemption of the Existing CCWH Senior Notes.

Debt Repurchases, Maturities and Other

During November 2012, CCWH repurchased $1,724.7million aggregate principal amount of the Existing CCWH Senior Notes in a tender offer for the Existing CCWH Senior Notes. Simultaneously with the early settlement of the tender offer, CCWH called for redemption all of the remaining $775.3million aggregate principal amount of Existing CCWH Senior Notes that were not purchased on the early settlement date of the tender offer. In connection with the redemption, CCWH satisfied and discharged its obligations under the Existing CCWH Senior Notes indentures by depositing with the trustee sufficient funds to pay the redemption price, plus accrued and unpaid interest on the remaining outstanding Existing CCWH Senior Notes to, but not including, the December19, 2012 redemption date.

During October2012, Clear Channel consummated a private exchange offer of $2.0billion aggregate principal amount of term loans under its senior secured credit facilities for a like principal amount of newly issued Priority Guarantee Notes due 2019. The exchange offer was available only to eligible lenders under the senior secured credit facilities, and the Priority Guarantee Notes due 2019 were offered only in reliance on exemptions from registration under the Securities Act of 1933, as amended.

In connection with the issuance of the CCWH Subordinated Notes, CCOH paid the $2,170.4 million CCOH Dividend on March 15, 2012 to its Class A and Class B stockholders, consisting of $1,925.7 million distributed to CC Holdings and CC Finco and $244.7 million distributed to other stockholders. In connection with the Subordinated Notes issuance and CCOH Dividend, Clear Channel repaid indebtedness under its senior secured credit facilities in an amount equal to the aggregate amount of dividend proceeds distributed to CC Holdings and CC Finco, or $1,925.7 million. Of this amount, a prepayment of $1,918.1 million was applied to indebtedness outstanding under Clear Channel's revolving credit facility, thus permanently reducing the revolving credit commitments under Clear Channel's revolving credit facility to $10.0million. During the fourth quarter of 2012, the revolving credit facility was permanently paid off and terminated using available cash on hand. The remaining $7.6million prepayment was allocated on a pro rata basis to Clear Channel's term loan facilities.

In addition, on March 15, 2012, using cash on hand, Clear Channel made voluntary prepayments under its senior secured credit facilities in an aggregate amount equal to $170.5 million, as follows: (i) $16.2 million under its term loan A due 2014, (ii) $129.8 million under its term loan B due 2016, (iii) $10.0 million under its term loan C due 2016 and (iv) $14.5 million under its delayed draw term loans due 2016. In connection with the prepayments on Clear Channel's senior secured credit facilities, we recorded a loss of $15.2 million in “Loss on extinguishment of debt” related to the accelerated expensing of loan fees.

During March 2012, Clear Channel repaid its 5.0% senior notes at maturity for $249.9 million (net of $50.1 million principal amount repaid to a subsidiary of Clear Channel with respect to notes repurchased and held by such entity), plus accrued interest, using a portion of the proceeds from the June 2011 Offering of the Additional Notes, along with cash on hand.

During 2011 and 2010, CCInvestments, Inc. (“CCInvestments”) and CCFinco, indirect wholly-owned subsidiaries of the Company, repurchased certain of Clear Channel's outstanding senior notes, senior cash pay notes and senior toggle notes through open market repurchases, privately negotiated transactions and tenders as shown in the table below. These entities did not repurchase any debt during 2012. Notes repurchased and held by CC Investments and CCFinco are eliminated in consolidation.

(In thousands)		Years Ended December 31,
		2012		2011		2010
CC Investments
Principal amount of debt repurchased	$	-	$	-	$	185,185
Deferred loan costs and other		-		-		104
Gain recorded in "Other income (expense) - net"(2)		-		-		(60,289)
Cash paid for repurchases of long-term debt	$	-	$	-	$	125,000
CC Finco, LLC
Principal amount of debt repurchased	$	-	$	80,000	$	-
Purchase accounting adjustments(1)		-		(20,476)		-
Gain recorded in "Other income (expense) - net"(2)		-		(4,274)		-
Cash paid for repurchases of long-term debt	$	-	$	55,250	$	-

• Represents unamortized fair value purchase accounting discounts recorded as a result of the merger.
• CCInvestments and CCFinco repurchased certain of Clear Channel's senior notes, senior cash pay notes and senior toggle notes at a discount, resulting in a gain on the extinguishment of debt.

During 2011, Clear Channel repaid its 6.25% senior notes at maturity for $692.7 million (net of $57.3 million principal amount repaid to a subsidiary of Clear Channel with respect to notes repurchased and held by such entity), plus accrued interest, using a portion of the proceeds from the February 2011 Offering of the Initial Notes, along with available cash on hand. Clear Channel also repaid its 4.4% senior notes at maturity for $140.2 million (net of $109.8 million principal amount repaid to a subsidiary of Clear Channel with respect to notes repurchased and held by such entity), plus accrued interest, with available cash on hand. Prior to, and in connection with the June 2011 Offering, Clear Channel repaid all amounts outstanding under its receivables based credit facility on June 8, 2011, using cash on hand. This voluntary repayment did not reduce the commitments under this facility and Clear Channel may reborrow amounts under this facility at any time. In addition, on June 27, 2011, Clear Channel made a voluntary payment of $500.0 million on its revolving credit facility. Furthermore, CC Finco repurchased $80.0 million aggregate principal amount of Clear Channel's outstanding 5.5% senior notes due 2014 for $57.1 million, including accrued interest, through an open market purchase.

During 2010, Clear Channel repaid its remaining 7.65% senior notes upon maturity for $138.8 million, including $5.1 million of accrued interest, with proceeds from its delayed draw term loan facility that was specifically designated for this purpose. Also during 2010, Clear Channel repaid its remaining 4.5% senior notes upon maturity for $240.0 million with available cash on hand.

Future maturities of long-term debt at December 31, 2012 are as follows:

(in thousands)
2013	$	381,729
2014		1,331,856
2015		270,959
2016		10,016,646
2017		74
Thereafter		9,154,754
Total (1)	$	21,156,018

(1)        Excludes purchase accounting adjustments and original issue discount of $408.9million, which is amortized through interest expense over the life of the underlying debt obligations.

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2012

Summary of Significant Accounting Policies [Abstract]

Nature of Business [Policy Text Block]

Nature of Business

The Company is a limited liability company organized under Delaware law, with all of its interests being held by Clear Channel Capital II, LLC, a direct, wholly owned subsidiary of CC Media Holdings, Inc. (“CCMH”). CCMH was formed in May 2007 by private equity funds sponsored 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. The acquisition was completed on July 30, 2008 pursuant to the Agreement and Plan of Merger, dated November 16, 2006, as amended on April 18, 2007, May 17, 2007 and May 13, 2008 (the “Merger Agreement”).

Clear Channel is a wholly-owned subsidiary of the Company. Upon the consummation of the merger, CCMH became a public company and Clear Channel was no longer a public company. Prior to the acquisition, the Company had not conducted any activities, other than activities incident to its formation and in connection with the acquisition, and did not have any assets or liabilities, other than as related to the acquisition. Subsequent to the acquisition, Clear Channel became a direct, wholly-owned subsidiary of the Company and the business of the Company became that of Clear Channel and its subsidiaries. As a result, all of the operations of the Company are conducted by Clear Channel.

The Company's reportable operating segments are Media and Entertainment (“CCME”), Americas outdoor advertising (“Americas outdoor”), and International outdoor advertising (“International outdoor”). The CCME segment provides media and entertainment services via broadcast and digital delivery. The Americas outdoor and International outdoor segments provide outdoor advertising services in their respective geographic regions using various digital and traditional display types. Included in the “Other” segment are the Company's media representation business, Katz Media Group, as well as other general support services and initiatives, which are ancillary to its other businesses.

During the first quarter of 2012, and in connection with the appointment of the new chief executive officer of the Company's indirect subsidiary, Clear Channel Outdoor Holdings, Inc. (“CCOH”), the Company reevaluated its segment reporting and determined that its Latin American operations were more appropriately aligned with the operations of its International outdoor advertising segment. As a result, the operations of Latin America are no longer reflected within the Company's Americas outdoor advertising segment and are currently included in the results of its International outdoor advertising segment. Accordingly, the Company has recast the corresponding segment disclosures for prior periods.

Use of Estimates [Policy Text Block]

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates, judgments, and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes including, but not limited to, legal, tax and insurance accruals. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates.

Principles of Consolidation [Policy Text Block]

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. Also included in the consolidated financial statements are entities for which the Company has a controlling financial interest or is the primary beneficiary. Investments in companies in which the Company owns 20percent to 50percent of the voting common stock or otherwise exercises significant influence over operating and financial policies of the Company are accounted for using the equity method of accounting. All significant intercompany accounts have been eliminated in consolidation.

Certain prior period amounts have been reclassified to conform to the 2012 presentation.

The Company owns certain radio stations which, under current Federal Communications Commission (“FCC”) rules, are not permitted or transferable. These radio stations were placed in a trust in order to comply with FCC rules at the time of the closing of the merger that resulted in the Company's acquisition of Clear Channel.  The Company is the beneficial owner of the trust, but the radio stations are managed by an independent trustee.  The Company will have to divest all of these radio stations unless any stations may be owned by the Company under then-current FCC rules, in which case the trust will be terminated with respect to such stations. The trust agreement stipulates that the Company must fund any operating shortfalls of the trust activities, and any excess cash flow generated by the trust is distributed to the Company. The Company is also the beneficiary of proceeds from the sale of stations held in the trust. The Company consolidates the trust in accordance with ASC810-10, which requires an enterprise involved with variable interest entities to perform an analysis to determine whether the enterprise's variable interest or interests give it a controlling financial interest in the variable interest entity, as the trust was determined to be a variable interest entity and the Company is its primary beneficiary.

Cash and Cash Equivalents [Policy Text Block]

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less.

Allowance for Doubtful Accounts [Policy Text Block]

Allowance for Doubtful Accounts The Company evaluates the collectability of its accounts receivable based on a combination of factors. In circumstances where it is aware of a specific customer’s inability to meet its financial obligations, it records a specific reserve to reduce the amounts recorded to what it believes will be collected. For all other customers, it recognizes reserves for bad debt based on historical experience of bad debts as a percent of revenue for each business unit, adjusted for relative improvements or deteriorations in the agings and 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.

Purchase Accounting [Policy Text Block]

Purchase Accounting

The Company accounts for its business combinations under the acquisition method of accounting. The total cost of an acquisition is allocated to the underlying identifiable net assets, based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management's judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives and market multiples, among other items. Various acquisition agreements may include contingent purchase consideration based on performance requirements of the investee. The Company accounts for these payments in conformity with the provisions of ASC805-20-30, which establish the requirements related to recognition of certain assets and liabilities arising from contingencies.

Property, Plant and Equipment [Policy Text Block]

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation is computed using the straight-line method at rates that, in the opinion of management, are adequate to allocate the cost of such assets over their estimated useful lives, which are as follows:

Buildings and improvements –10 to 39 years

       Structures –5 to 15 years

       Towers, transmitters and studio equipment –7 to 20 years

       Furniture and other equipment –3 to 20 years

       Leasehold improvements – shorter of economic life or lease term assuming renewal periods, if appropriate

For assets associated with a lease or contract, the assets are depreciated at the shorter of the economic life or the lease or contract term, assuming renewal periods, if appropriate. Expenditures for maintenance and repairs are charged to operations as incurred, whereas expenditures for renewal and betterments are capitalized.

The Company tests for possible impairment of property, plant, and equipment whenever events and circumstances indicate that depreciable assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. When specific assets are determined to be unrecoverable, the cost basis of the asset is reduced to reflect the current fair market value.

Land Leases and Other Structure Licenses [Policy Text Block]

Land Leases and Other Structure Licenses

Most of the Company's outdoor advertising structures are located on leased land. Americas outdoor land leases are typically paid in advance for periods ranging from one to 12months. International outdoor land leases are paid both in advance and in arrears, for periods ranging from one to 12months. Most international street furniture display faces are operated through contracts with municipalities for up to 20years. The leased land and street furniture contracts often include a percent of revenue to be paid along with a base rent payment. Prepaid land leases are recorded as an asset and expensed ratably over the related rental term and license and rent payments in arrears are recorded as an accrued liability.

Intangible Assets and Goodwill [Policy Text Block]

Intangible Assets

The Company's indefinite-lived intangible assets include FCC broadcast licenses in its CCME segment and billboard permits in its Americas outdoor advertising segment. The Company's indefinite-lived intangible assets are not subject to amortization, but are tested for impairment at least annually. The Company tests for possible impairment of indefinite-lived intangible assets whenever events or changes in circumstances, such as a significant reduction in operating cash flow or a dramatic change in the manner for which the asset is intended to be used indicate that the carrying amount of the asset may not be recoverable.

The Company performs its annual impairment test for its FCC licenses and permits using a direct valuation technique as prescribed in ASC805-20-S99. The Company engages Mesirow Financial Consulting LLC (“Mesirow Financial”), a third party valuation firm, to assist the Company in the development of these assumptions and the Company's determination of the fair value of its FCC licenses and permits.

Other intangible assets include definite-lived intangible assets and permanent easements. The Company's definite-lived intangible assets include primarily transit 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's future cash flows. The Company periodically reviews the appropriateness of the amortization periods related to its definite-lived intangible assets. These assets are recorded at cost. Permanent easements are indefinite-lived intangible assets which include certain rights to use real property not owned by the Company.

The Company tests for possible impairment of other intangible assets whenever events and circumstances indicate that they might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. When specific assets are determined to be unrecoverable, the cost basis of the asset is reduced to reflect the current fair market value.

Goodwill

At least annually, the Company performs its impairment test for each reporting unit's goodwill. In 2012, the Company used a discounted cash flow model to determine if the carrying value of the reporting unit, including goodwill, is less than the fair value of the reporting unit. The Company identified its reporting units in accordance with ASC350-20-55.The U.S. radio markets are aggregated into a single reporting unit and the Company's U.S. outdoor advertising markets are aggregated into a single reporting unit for purposes of the goodwill impairment test. The Company also determined that within its Americas outdoor segment, Canada constitutes a separate reporting unit and each country in its International outdoor segment constitutes a separate reporting unit. The Company had no impairment of goodwill for 2012.

In 2011, the Company utilized the option to assess qualitative factors under ASC350-20-35 to determine whether it was more likely than not that the fair value of its reporting units was less than their carrying amounts, including goodwill. If, after the qualitative approach, further testing is required, the Company used a discounted cash flow model to determine if the carrying value of the reporting unit, including goodwill, was less than the fair value of the reporting unit. The Company recognized a non-cash impairment charge of $1.1million to reduce goodwill in one country within its International outdoor segment for 2011.The Company performed its annual goodwill impairment test during 2010, and recognized a non-cash impairment charge of $2.1million related to a specific reporting unit in its International outdoor segment. See Note2 for further discussion.

Nonconsolidated Affiliates [Policy Text Block]

Nonconsolidated Affiliates

In general, investments in which the Company owns 20percent to 50percent of the common stock or otherwise exercises significant influence over the investee are accounted for under the equity method. The Company does not recognize gains or losses upon the issuance of securities by any of its equity method investees. The Company reviews the value of equity method investments and records impairment charges in the statement of operations as a component of “Equity in earnings (loss) of nonconsolidated affiliates” for any decline in value that is determined to be other-than-temporary.

For 2010, the Company recorded non-cash impairment charges of $8.3million related to certain equity investments in its International outdoor segment.

Other Investments [Policy Text Block]

Other Investments

Other investments are composed primarily of equity securities. These securities are classified as available-for-sale or trading and are carried at fair value based on quoted market prices. Securities are carried at historical value when quoted market prices are unavailable. The net unrealized gains or losses on the available-for-sale securities, net of tax, are reported in accumulated other comprehensive loss as a component of member'sdeficit. In addition, the Company holds investments that do not have quoted market prices. The Company periodically assesses the value of available-for-sale and non-marketable securities and records impairment charges in the statement of comprehensive loss for any decline in value that is determined to be other-than-temporary. The average cost method is used to compute the realized gains and losses on sales of equity securities.

The Company periodically assesses the value of its available-for-sale securities. Based on these assessments, the Company concluded that other-than-temporary impairments existed at December31, 2012, 2011 and 2010 and recorded non-cash impairment charges of $4.6 million, $4.8million and $6.5million, respectively, during each of these years. Such charges are recorded on the statement of operations in “Loss on marketable securities”.

Derivative Instruments and Hedging Activities [Policy Text Block]

Derivative Instruments and Hedging Activities

The provisions of ASC815-10 require the Company to recognize its interest rate swap agreement as either an asset or liability in the consolidated balance sheet at fair value. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship, and further, on the type of hedging relationship. The interest rate swap is designated and qualifies as a hedging instrument, and is characterized as a cash flow hedge. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking various hedge transactions. The Company formally assesses, both at inception and at least quarterly thereafter, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in either the fair value or cash flows of the hedged item. If a derivative ceases to be a highly effective hedge, the Company discontinues hedge accounting.

Financial Instruments [Policy Text Block]

Financial Instruments

Due to their short maturity, the carrying amounts of accounts and notes receivable, accounts payable, accrued liabilities, and short-term borrowings approximated their fair values at December31, 2012 and 2011.

Income Taxes [Policy Text Block]

Income Taxes

The Company accounts for income taxes using the liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting bases and tax bases of assets and liabilities and are measured using the enacted tax rates expected to apply to taxable income in the periods in which the deferred tax asset or liability is expected to be realized or settled. Deferred tax assets are reduced by valuation allowances if the Company believes it is more likely than not that some portion or the entire asset will not be realized. As all earnings from the Company's foreign operations are permanently reinvested and not distributed, the Company's income tax provision does not include additional U.S. taxes on foreign operations. It is not practical to determine the amount of Federal income taxes, if any, that might become due in the event that the earnings were distributed.

Revenue Recognition [Policy Text Block]

Revenue Recognition

CCME revenue is recognized as advertisements or programs are broadcast and is generally billed monthly. Outdoor advertising contracts typically cover periods of a few weeks up to one year 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 applied to gross billing revenue for the Company's media and entertainment and outdoor operations. Payments received in advance of being earned are recorded as deferred income.Revenue arrangements typically contain multiple products and services and revenues are allocated based on the relative fair value of each delivered item and recognized in accordance with the applicable revenue recognition criteria for the specific unit of accounting.

Barter transactions represent the exchange of advertising spots or display space for merchandise or services. These transactions are recorded at the estimated fair market value of the advertising spots or display space or the fair value of the merchandise or services received, whichever is most readily determinable. Revenue is recognized on barter and trade transactions when the advertisements are broadcasted or displayed. Expenses are recorded ratably over a period that estimates when the merchandise or service received is utilized, or when the event occurs. Barter and trade revenues and expenses from continuing operations are included in consolidated revenue and selling, general and administrative expenses, respectively. Barter and trade revenues and expenses from continuing operations were as follows:

(In millions)		Years Ended December 31,
		2012		2011		2010
Barter and trade revenues	$	56.5	$	61.2	$	67.0
Barter and trade expenses		58.8		63.4		66.4

Advertising Expense [Policy Text Block]

Advertising Expense

The Company records advertising expense as it is incurred. Advertising expenses were $113.4 million,$92.2million and $82.0million for the years ended December 31, 2012, 2011 and 2010, respectively.

Share-Based Compensation [Policy Text Block]

Share-Based Compensation

Under the fair value recognition provisions of ASC718-10, share-based compensation cost is measured at the grant date based on the fair value of the award. For awards that vest based on service conditions, this cost is recognized as expense on a straight-line basis over the vesting period. For awards that will vest based on market or performance 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 assumptions and judgments about expected volatility and forfeiture rates, among other factors.

The Company does not have any equity incentive plans under which it grants stock awards to employees. Employees of subsidiaries of the Company receive equity awards from CCMH's equity incentive plan or CCOH's equity incentive plan. Prior to the merger, Clear Channel granted equity awards to its employees under its own equity incentive plans.

Foreign Currency [Policy Text Block]

Foreign Currency

Results of operations for foreign subsidiaries and foreign equity investees are translated into U.S. dollars using the average exchange rates during the year. The assets and liabilities of those subsidiaries and investees are translated into U.S. dollars using the exchange rates at the balance sheet date. The related translation adjustments are recorded in a separate component of shareholders' equity, “Accumulated other comprehensive income (loss)”. Foreign currency transaction gains and losses are included in operations.

New Accounting Pronouncements [Policy Text Block]

New Accounting Pronouncements

In September 2011, the FASB issued ASU No. 2011-08, Intangibles-Goodwill and Other (Topic 350): Testing Goodwill for Impairment. Under the revised guidance, entities testing goodwill for impairment have the option of performing a qualitative assessment before calculating the fair value of the reporting unit (i.e., step 1 of the goodwill impairment test). If entities determine, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, the two-step impairment test would be required. The ASU does not change how goodwill is calculated or assigned to reporting units, nor does it revise the requirement to test goodwill annually for impairment. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The Company early adopted the provisions of this ASU as of October 1, 2011 with no material impact to its financial position or results of operations.  However, for its annual impairment test as of October 1, 2012, the Company elected to perform a quantitative assessment and applied the two-step impairment test.

In December2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.2011-11, Disclosures about Offsetting Assets and Liabilities (ASC210). Under the ASU, new disclosures will be required for recognized financial instruments and derivative instruments that are either offset on the balance sheet in accordance with the offsetting guidance in ASC210-20-45 or ASC815-10-45, or are subject to an enforceable master netting arrangement or similar agreement, regardless of whether they are offset in accordance with the offsetting guidance. The disclosure requirements will be effective for periods beginning on or after January1, 2013, and are to be applied retrospectively. The Company does not expect the provisions of ASU2011-11 to have a material effect on its financial position or results of operations.

In July2012, the FASB issued ASU No.2012-02, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. The ASU gives entities the option to first perform a qualitative assessment to determine whether the existence of events and circumstances indicate that it is more likely than not (a likelihood of more than 50%) that an indefinite-lived intangible asset is impaired. If an entity determines that it is more likely than not that the fair value of such an asset exceeds its carrying amount, it would not need to calculate the fair value of the asset in that year. However, if an entity concludes otherwise, it must calculate the fair value of the asset, compare that value with its carrying amount and record an impairment charge, if any. The guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The Company did not early adopt the provisions of this ASU during 2012 in connection with its annual impairment test for indefinite-lived intangibles. The Company does not expect the provisions of ASU2012-02 to have a material effect on its financial position or results of operations.

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Segment Data

12 Months Ended

Dec. 31, 2012

Segment Data [Abstract]

Segment Data [Text Block]

NOTE 13 – SEGMENT DATA

The Company's reportable segments, which it believes best reflect how the Company is currently managed, are CCME, Americas outdoor and International outdoor. Revenue and expenses earned and charged between segments are recorded at estimated fair value and eliminated in consolidation. The CCME segment provides media and entertainment services via broadcast and digital delivery and also includes the Company's national syndication business. The Americas outdoor advertising segment consists of operations primarily in the United States and Canada. The International outdoor advertising segment primarily includes operations in Europe, Asia, Australia and Latin America. The Americas outdoor and International outdoor display inventory consists primarily of billboards, street furniture displays and transit displays. The Other category includes the Company's media representation business as well as other general support services and initiatives which are ancillary to the Company's other businesses. Corporate includes infrastructure and support, including information technology, human resources, legal, finance and administrative functions of each of the Company's reportable segments, as well as overall executive, administrative and support functions. Share-based payments are recorded by each segment in direct operating and selling, general and administrative expenses.

During the first quarter of 2012, the Company recast its segment reporting, as discussed in Note1. The following table presents the Company's reportable segment results for the years ended December31, 2012, 2011 and 2010.

(In thousands)		CCME		Americas Outdoor Advertising		International Outdoor Advertising		Other		Corporate and other reconciling items		Eliminations		Consolidated
Year Ended December 31, 2012
Revenue	$	3,084,780	$	1,279,257	$	1,667,687	$	281,879	$	-	$	(66,719)	$	6,246,884
Direct operating expenses		873,165		586,666		1,024,596		25,088		-		(12,965)		2,496,550
Selling, general and administrative expenses		997,511		212,794		364,502		152,394		-		(53,754)		1,673,447
Depreciation and amortization		271,399		192,023		205,258		45,568		15,037		-		729,285
Impairment charges		-		-		-		-		37,651		-		37,651
Corporate expenses		-		-		-		-		288,028		-		288,028
Other operating income - net		-		-		-		-		48,127		-		48,127
Operating income (loss)	$	942,705	$	287,774	$	73,331	$	58,829	$	(292,589)	$	-	$	1,070,050
Intersegment revenues	$	-	$	1,175	$	80	$	65,464	$	-	$	-	$	66,719
Segment assets	$	8,201,798	$	3,835,235	$	2,256,309	$	815,435	$	1,183,936	$	-	$	16,292,713
Capital expenditures	$	65,821	$	117,647	$	150,129	$	17,438	$	39,245	$	-	$	390,280
Share-based compensation expense	$	6,985	$	5,875	$	4,529	$	-	$	11,151	$	-	$	28,540
Year Ended December 31, 2011
Revenue	$	2,986,828	$	1,252,725	$	1,751,149	$	234,542	$	-	$	(63,892)	$	6,161,352
Direct operating expenses		849,265		571,779		1,067,022		27,807		-		(11,837)		2,504,036
Selling, general and administrative expenses		980,960		201,124		339,748		147,481		-		(52,055)		1,617,258
Depreciation and amortization		268,245		211,056		219,908		49,827		14,270		-		763,306
Impairment charges		-		-		-		-		7,614				7,614
Corporate expenses		-		-		-		-		227,096		-		227,096
Other operating income - net		-		-		-		-		12,682		-		12,682
Operating income (loss)	$	888,358	$	268,766	$	124,471	$	9,427	$	(236,298)	$	-	$	1,054,724
Intersegment revenues	$	-	$	4,141	$	-	$	59,751	$	-	$	-	$	63,892
Segment assets	$	8,364,246	$	3,886,098	$	2,166,173	$	809,212	$	1,316,310	$	-	$	16,542,039
Capital expenditures	$	50,198	$	122,505	$	166,044	$	5,737	$	19,490	$	-	$	363,974
Share-based compensation expense	$	4,606	$	7,601	$	3,165	$	-	$	5,295	$	-	$	20,667
Year Ended December 31, 2010
Revenue	$	2,869,499	$	1,216,930	$	1,581,064	$	261,461	$	-	$	(63,269)	$	5,865,685
Direct operating expenses		808,867		560,378		999,594		27,953		-		(15,145)		2,381,647
Selling, general and administrative expenses		963,853		199,990		294,666		159,827		-		(48,124)		1,570,212
Depreciation and amortization		256,673		198,896		214,692		52,965		9,643		-		732,869
Impairment charges		-		-		-		-		15,364		-		15,364
Corporate expenses		-		-		-		-		284,042		-		284,042
Other operating expense - net		-		-		-		-		(16,710)		-		(16,710)
Operating income (loss)	$	840,106	$	257,666	$	72,112	$	20,716	$	(325,759)	$	-	$	864,841
Intersegment revenues	$	275	$	4,173	$	-	$	58,821	$	-	$	-	$	63,269
Segment assets	$	8,411,953	$	4,415,901	$	2,222,121	$	812,189	$	1,598,218	$	-	$	17,460,382
Capital expenditures	$	27,781	$	92,235	$	103,038	$	7,682	$	10,728	$	-	$	241,464
Share-based compensation expense	$	7,152	$	9,207	$	2,746	$	-	$	15,141	$	-	$	34,246

Revenue of $1.7billion, $1.8billion and $1.7billion derived from the Company's foreign operations are included in the data above for the years ended December31, 2012, 2011 and 2010, respectively. Revenue of $4.5billion, $4.3billion and $4.2billion derived from the Company's U.S. operations are included in the data above for the years ended December31, 2012, 2011 and 2010, respectively.

Identifiable long-lived assets of $805.2million, $797.7million and $802.4million derived from the Company's foreign operations are included in the data above for the years ended December31, 2012, 2011 and 2010, respectively. Identifiable long-lived assets of $2.2billion, $2.3billion and $2.3 billion derived from the Company's U.S. operations are included in the data above for the years ended December31, 2012, 2011 and 2010, respectively

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Income Taxes

12 Months Ended

Dec. 31, 2012

Income Tax Disclosure [Abstract]

Income Taxes [Text Block]

NOTE 9 – INCOME TAXES

Significant components of the provision for income tax benefit (expense) are as follows:

(In thousands)			Years Ended December 31,
			2012		2011		2010
Current - Federal		$	61,655	$	18,608	$	(4,534)
Current - foreign			(48,579)		(51,293)		(41,388)
Current - state			(9,408)		14,719		(5,278)
	Total current benefit (expense)		3,668		(17,966)		(51,200)
Deferred - Federal			261,014		126,078		211,137
Deferred - foreign			27,970		13,708		(3,859)
Deferred - state			15,627		4,158		3,902
	Total deferred benefit		304,611		143,944		211,180
Income tax benefit		$	308,279	$	125,978	$	159,980

Current tax benefits of $3.7 million were recorded for 2012 as compared to current tax expenses of $18.0 million for 2011 primarily due to the Company's settlement of U.S. Federal and foreign tax examinations during 2012. Pursuant to the settlements, the Company recorded a reduction to current income tax expense of approximately $67.3 million during 2012 to reflect the net current tax benefits of the settlements.

Current tax expenses of $18.0 million were recorded for 2011 as compared to current tax expenses of $51.2 million for 2010 primarily due to the Company's settlement of U.S. Federal, foreign and state tax examinations during 2011. Pursuant to the settlements, the Company recorded a reduction to current income tax expense of approximately $51.1 million during 2011 to reflect the net current tax benefits of the settlements.

Deferred tax benefits of $304.6 million for 2012 primarily relate to future benefits of net operating loss carryforwards, and were higher when compared with deferred tax benefits of $143.9 million for 2011. The increase in deferred tax benefits in 2012 is primarily due to additional loss before income taxes in 2012 compared to 2011.

Deferred tax benefits of $143.9 million for 2011 primarily relate to future benefits of net operating loss carryforwards, and were lower when compared with deferred tax benefits of $211.2 million for 2010. The decrease in deferred tax benefits in 2011 is primarily due to a decrease in Federal tax losses. Additional decreases are a result of the deferred tax impacts from the Company's settlement of U.S. Federal and state tax examinations during 2011 along with the write-off of deferred tax assets associated with the 2011 vesting of certain equity awards.

Significant components of the Company's deferred tax liabilities and assets as of December 31, 2012 and 2011 are as follows:

(In thousands)			2012		2011
Deferred tax liabilities:
	Intangibles and fixed assets	$	2,418,558	$	2,381,177
	Long-term debt		381,712		465,201
	Foreign		21,828		43,305
	Investments in nonconsolidated affiliates		49,654		46,502
	Unrealized loss in marketable securities		13,768		-
	Other investments		2,122		7,068
	Other		5,480		25,834
Total deferred tax liabilities			2,893,122		2,969,087
Deferred tax assets:
	Accrued expenses		82,550		92,038
	Unrealized gain in marketable securities		-		6,833
	Net operating losses		1,107,594		917,078
	Bad debt reserves		8,418		10,767
	Deferred Income		553		590
	Other		35,693		33,931
Total gross deferred tax assets			1,234,808		1,061,237
	Less: Valuation allowance		12,312		14,177
Total deferred tax assets			1,222,496		1,047,060
Net deferred tax liabilities		$	1,670,626	$	1,922,027

Included in the Company's net deferred tax liabilities are $19.2 million and $16.6 million of current net deferred tax assets for 2012 and 2011, respectively. The Company presents these assets in “Other current assets” on its consolidated balance sheets. The remaining $1.7 billion and $1.9 billion of net deferred tax liabilities for 2012 and 2011, respectively, are presented in “Deferred tax liabilities” on the consolidated balance sheets.

At December 31, 2012, the Company had recorded net operating loss carryforwards (tax effected) for federal and state income tax purposes of $1.1billion, expiring in various amounts through 2032. The Company expects to realize the benefits of the majority of net operating losses based on its expectations as to future taxable income from deferred tax liabilities that reverse in the relevant carryforward period and, therefore, the Company has not recorded a valuation allowance against those losses.

At December 31, 2012, net deferred tax liabilities include a deferred tax asset of $28.7million relating to stock-based compensation expense under ASC 718-10, Compensation—Stock Compensation.  Full realization of this deferred tax asset requires stock options to be exercised at a price equaling or exceeding the sum of the grant price plus the fair value of the option at the grant date and restricted stock to vest at a price equaling or exceeding the fair market value at the grant date. Accordingly, there can be no assurance that the stock price of the Company's common stock will rise to levels sufficient to realize the entire deferred tax benefit currently reflected in its balance sheet.

The deferred tax liability related to intangibles and fixed assets primarily relates to the difference in book and tax basis of acquired FCC licenses, permits and tax deductible goodwill created from the Company's various stock acquisitions. In accordance with ASC 350-10, Intangibles—Goodwill and Other, the Company does not amortize FCC licenses and permits. As a result, this deferred tax liability will not reverse over time unless the Company recognizes future impairment charges related to its FCC licenses, permits and tax deductible goodwill or sells its FCC licenses or permits. As the Company continues to amortize its tax basis in its FCC licenses, permits and tax deductible goodwill, the deferred tax liability will increase over time.

The reconciliation of income tax computed at the U.S. Federal statutory tax rates to income tax benefit is:

			Years Ended December 31,
(In thousands)			2012			2011			2010
			Amount	Percent		Amount	Percent		Amount	Percent
Income tax benefit at
	statutory rates	$	251,814	35%	$	137,903	35%	$	217,991	35%
State income taxes, net of
	Federal tax benefit		6,218	1%		18,877	5%		(1,376)	(0%)
Foreign taxes			8,782	2%		(4,683)	(1%)		(30,967)	(5%)
Nondeductible items			(4,617)	(1%)		(3,154)	(1%)		(3,165)	(0%)
Changes in valuation allowance
	and other estimates		50,697	7%		(15,816)	(4%)		(16,263)	(3%)
Impairment charge			-	0%		-	0%		-	0%
Other, net			(4,615)	(1%)		(7,149)	(2%)		(6,240)	(1%)
Income tax benefit		$	308,279	43%	$	125,978	32%	$	159,980	26%

A tax benefit was recorded for the year ended December 31, 2012 of 43%. The effective tax rate for 2012 was impacted by the Company's settlement of U.S. Federal and foreign tax examinations during the year. Pursuant to the settlements, the Company recorded a reduction to income tax expense of approximately $60.6 million to reflect the net tax benefits of the settlements. This benefit was partially offset by additional tax recorded during 2012 related to the write-off of deferred tax assets associated with the vesting of certain equity awards. Foreign income before income taxes was approximately $84.0million for 2012.

A tax benefit was recorded for the year ended December 31, 2011 of 32%. The effective tax rate for 2011 was impacted by the Company's settlement of U.S. Federal and state tax examinations during the year. Pursuant to the settlements, the Company recorded a reduction to income tax expense of approximately $16.3 million to reflect the net tax benefits of the settlements. This benefit was partially offset by additional tax recorded during 2011 related to the write-off of deferred tax assets associated with the vesting of certain equity awards and the inability to benefit from certain tax loss carryforwards in foreign jurisdictions. Foreign income before income taxes was approximately $94.0 million for 2011.

A tax benefit was recorded for the year ended December 31, 2010 of 26%. The effective tax rate for 2010 was impacted by the Company's inability to benefit from tax losses in certain foreign jurisdictions due to the uncertainty of the ability to utilize those losses in future years. In addition, the Company recorded a valuation allowance of $13.6 million against deferred tax assets in foreign jurisdictions due to the uncertainty of the ability to realize those assets in future periods. Foreign income before income taxes was approximately $40.8 million for 2010.

The Company continues to record interest and penalties related to unrecognized tax benefits in current income tax expense.  The total amount of interest accrued at December 31, 2012 and 2011 was $50.5million and $61.0 million, respectively. The total amount of unrecognized tax benefits and accrued interest and penalties at December 31, 2012 and 2011 was $188.9 million and $236.8million, respectively, of which $158.3 million and $212.7 million is included in “Other long-term liabilities”, and $0.5 million and $4.5 million is included in “Accrued Expenses” on the Company's consolidated balance sheets, respectively. In addition, $30.0 million of unrecognized tax benefits are recorded net with the Company's deferred tax assets for its net operating losses as opposed to being recorded in “Other long-term liabilities” at December 31, 2012. The total amount of unrecognized tax benefits at December 31, 2012 and 2011 that, if recognized, would impact the effective income tax rate is $107.0 million and $146.0 million, respectively.

(In thousands)		Years Ended December 31,
Unrecognized Tax Benefits		2012		2011
Balance at beginning of period	$	175,782	$	225,469
Increases for tax position taken in the current year		10,575		5,373
Increases for tax positions taken in previous years		14,774		12,115
Decreases for tax position taken in previous years		(55,113)		(37,677)
Decreases due to settlements with tax authorities		(7,581)		(29,443)
Decreases due to lapse of statute of limitations		-		(55)
Balance at end of period	$	138,437	$	175,782

The Company and its subsidiaries file income tax returns in the United States Federal jurisdiction and various state and foreign jurisdictions.  During 2012, the Company effectively settled certain Federal and foreign examinations and as a result reversed liabilities that had been recorded for the uncertain tax positions in those periods. The amount of liabilities reversed during 2012 was approximately $67.3million, inclusive of interest. In addition the Company settled an examination in the United Kingdom and, as a result of the settlement, paid approximately $7.2million in tax and interest. During 2011, the Company reached a settlement with the Internal Revenue Service (“IRS”) related to the examination of the tax years 2003 and 2004. As a result of the settlement the Company paid approximately $22.4 million, inclusive of interest, to the IRS and reversed liabilities related to the settled tax years. In addition, the Company effectively settled several state and foreign tax examinations during 2011 that resulted in a reduction to its net tax liabilities to reflect the tax benefits of the settlements. The IRS is currently auditing the Company's 2009 and 2010 periods and the Company is awaiting an appeals conference meeting for its 2007 and 2008 pre and post-merger periods. Substantially all material state, local, and foreign income tax matters have been concluded for years through 2005.

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Income Taxes (Schedule Of Computation From Income Tax At Federal Rate To Income Tax Benefit (Expense)) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Reconciliation of Income Tax Rates [Abstract]
Income tax benefit (expense) at statutory rates	$ 251,814	$ 137,903	$ 217,991
State income taxes, net of Federal tax benefit	6,218	18,877	(1,376)
Foreign taxes	8,782	(4,683)	(30,967)
Nondeductible items	(4,617)	(3,154)	(3,165)
Changes in valuation allowance and other estimates	50,697	(15,816)	(16,263)
Other, net	(4,615)	(7,149)	(6,240)
Income tax benefit	$ 308,279	$ 125,978	$ 159,980
Reconciliation of Income Tax Rates Percentages [Abstract]
Income tax benefit (expense) at statutory rates	35.00%	35.00%	35.00%
State income taxes, net of Federal tax benefit	1.00%	5.00%	(0.10%)
Foreign taxes	2.00%	(1.00%)	(5.00%)
Nondeductible items	(1.00%)	(1.00%)	(0.10%)
Changes in valuation allowance and other estimates	7.00%	(4.00%)	(3.00%)
Other, net	(1.00%)	(2.00%)	(1.00%)
Income tax benefit	43.00%	32.00%	26.00%

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2012

Commitments and Contingencies [Abstract]

Commitments and Contingencies [Text Block]

NOTE 7 – COMMITMENTS AND CONTINGENCIES

The Company accounts for its rentals that include renewal options, annual rent escalation clauses, minimum franchise payments and maintenance related to displays under the guidance in ASC840.

The Company considers its non-cancelable contracts that enable it to display advertising on buses, bus shelters, trains, etc. to be leases in accordance with the guidance in ASC840-10.  These contracts may contain minimum annual franchise payments which generally escalate each year.  The Company accounts for these minimum franchise payments on a straight-line basis.  If the rental increases are not scheduled in the lease, such as an increase based on subsequent changes in the index or rate, those rents are considered contingent rentals and are recorded as expense when accruable.  Other contracts may contain a variable rent component based on revenue.  The Company accounts for these variable components as contingent rentals and records these payments as expense when accruable.

The Company accounts for annual rent escalation clauses included in the lease term on a straight-line basis under the guidance in ASC840-20-25.  The Company considers renewal periods in determining its lease terms if at inception of the lease there is reasonable assurance the lease will be renewed.  Expenditures for maintenance are charged to operations as incurred, whereas expenditures for renewal and betterments are capitalized.

The Company leases office space, certain broadcasting facilities, equipment and the majority of the land occupied by 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, billboards, transit and malls generally require the Company to build bus stops, kiosks and other public amenities or advertising structures during the term of the contract.  The Company owns these structures and is generally allowed to advertise on them for the remaining term of the contract.  Once the Company has built the structure, the cost is capitalized and expensed over the shorter of the economic life of the asset or the remaining life of the contract.

In addition, the Company has commitments relating to required purchases of property, plant and equipment under certain street furniture contracts. Certain of the Company's contracts contain penalties for not fulfilling its commitments related to its obligations to build bus stops, kiosks and other public amenities or advertising structures.  Historically, any such penalties have not materially impacted the Company's financial position or results of operations.

Certain acquisition agreements include deferred consideration payments based on performance requirements by the seller typically involving the completion of a development or obtaining appropriate permits that enable the Company to construct additional advertising displays. At December31, 2012, the Company believes its maximum aggregate contingency, which is subject to performance requirements by the seller, is approximately $30.0million. As the contingencies have not been met or resolved as of December 31, 2012, these amounts are not recorded.

As of December31, 2012, the Company's future minimum rental commitments under non-cancelable operating lease agreements with terms in excess of one year, minimum payments under non-cancelable contracts in excess of one year, capital expenditure commitments and employment/talent contracts consist of the following:

(In thousands)						Capital
		Non-Cancelable		Non-Cancelable		Expenditure		Employment/Talent
		Operating Lease		Contracts		Commitments		Contracts
2013	$	380,288	$	561,837	$	80,143	$	85,762
2014		330,397		473,937		25,426		66,304
2015		316,951		418,056		21,273		60,383
2016		255,262		311,899		7,688		58,320
2017		210,444		154,668		11,112		17,536
Thereafter		1,283,847		450,526		932		-
Total	$	2,777,189	$	2,370,923	$	146,574	$	288,305

Rent expense charged to operations for the years ended December31, 2012, 2011 and 2010 was $1.14 billion, $1.16billion and $1.10billion, respectively.

In various areas in which the Company operates, outdoor advertising is the object of restrictive and, in some cases, prohibitive zoning and other regulatory provisions, either enacted or proposed. The impact to the Company of loss of displays due to governmental action has been somewhat mitigated by Federal and state laws mandating compensation for such loss and constitutional restraints.

The Company and its subsidiaries are involved in certain legal proceedings arising in the ordinary course of business and, as required, have accrued an estimate of the probable costs for the resolution of those claims for which the occurrence of loss is probable and the amount can be reasonably estimated.  These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies.  It is possible, however, that future results of operations 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.  Additionally, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on the Company's financial condition or results of operations.

Although the Company is involved in a variety of legal proceedings in the ordinary course of business, a large portion of its litigation arises in the following contexts: commercial disputes; defamation matters; employment and benefits related claims; governmental fines; intellectual property claims; and tax disputes.

Brazil Litigation

On or about July 12, 2006 and April 12, 2007, two of the Company's operating businesses (L&C Outdoor Ltda. (“L&C”) and Publicidad Klimes São Paulo Ltda. (“Klimes”), respectively) in the São Paulo, Brazil market received notices of infraction from the state taxing authority, seeking to impose a value added tax (“VAT”) on such businesses, retroactively for the period from December 31, 2001 through January 31, 2006. The taxing authority contends that these businesses fall within the definition of “communication services” and as such are subject to the VAT. L&C and Klimes filed separate petitions to challenge the imposition of this tax.

On August 8, 2011, Brazil's National Council of Fiscal Policy (CONFAZ) published a convenio authorizing sixteen states, including the State of São Paulo, to issue an amnesty that would reduce the principal amount of VAT allegedly owed and reduce or waive related interest and penalties.  The State of São Paulo ratified the amnesty in late August 2011.  On May 10, 2012, the State of São Paulo published an amnesty decree that mirrors the convenio. Klimes and L&C accepted the amnesty on May 24, 2012 by making the aggregate required payment of $10.9 million. On that same day, Klimes and L&C filed petitions to discontinue the tax litigation based on the amnesty payments.  The Company was notified in January 2013 that the petitions to discontinue the litigation were granted and the lawsuits filed by Klimes and L&C were dismissed effective June 1, 2012 and July 11, 2012, respectively.

Stockholder Litigation

Two derivative lawsuits were filed in March2012 in Delaware Chancery Court by stockholders of Clear Channel Outdoor Holdings, Inc., an indirect non-wholly owned subsidiary of Clear Channel Communications, Inc., which is, in turn, an indirect wholly owned subsidiary of the Company. The consolidated lawsuits are captioned In re Clear Channel Outdoor Holdings, Inc. Derivative Litigation, Consolidated Case No.7315-CS. The complaints name as defendants certain of Clear Channel Communications, Inc.'s and Clear Channel Outdoor Holdings, Inc.'s current and former directors and Clear Channel Communications, Inc., as well as Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P.  Clear Channel Outdoor Holdings, Inc. also is named as a nominal defendant.  The complaints allege, among other things, that in December2009 Clear Channel Communications, Inc. breached fiduciary duties to Clear Channel Outdoor Holdings, Inc. and its stockholders by allegedly requiring Clear Channel Outdoor Holdings, Inc. to agree to amend the terms of a revolving promissory note payable by Clear Channel Communications, Inc. to Clear Channel Outdoor Holdings, Inc. to extend the maturity date of the note and to amend the interest rate payable on the note. According to the complaints, the terms of the amended promissory note were unfair to Clear Channel Outdoor Holdings, Inc. because, among other things, the interest rate was below market. The complaints further allege that Clear Channel Communications, Inc. was unjustly enriched as a result of that transaction.  The complaints also allege that the director defendants breached fiduciary duties to Clear Channel Outdoor Holdings, Inc. in connection with that transaction and that the transaction constituted corporate waste.  On April4, 2012, the board of directors of Clear Channel Outdoor Holdings, Inc. formed a special litigation committee consisting of independent directors (the “SLC”) to review and investigate plaintiffs' claims and determine the course of action that serves the best interests of Clear Channel Outdoor Holdings, Inc. and its stockholders.  On June20, 2012, the SLC filed a motion to stay the lawsuits for six months while it completes its review and investigation.  In response, on June27, 2012, plaintiffs filed a motion for an expedited trial, asking the Court to schedule a trial on the merits in October2012. On July23, 2012, the Court issued an order granting the motion to stay and denying the motion for an expedited trial.On January 23, 2013, the SLC filed a motion to extend the stay for thirty days, and on January24, 2013, the Court granted that motion, extending the stay for thirty days from the date of the order.

Los Angeles Litigation

In 2008, Summit Media, LLC, one of the Company's competitors, sued the City of Los Angeles, Clear Channel Outdoor, Inc. and CBS Outdoor in Los Angeles Superior Court (Case No. BS116611) challenging the validity of a Stipulated Judgment that had been entered into in November 2006 among the parties. Pursuant to the Stipulated Judgment, Clear Channel Outdoor, Inc. had taken down existing billboards and converted 83 existing signs from static displays to digital displays pursuant to modernization permits issued through an administrative process of the City. The Los Angeles Superior Court ruled in January 2010 that the Stipulated Judgment constituted an ultra vires act of the City and nullified its existence, but did not invalidate the modernization permits issued to Clear Channel Outdoor, Inc. and CBS. All parties appealed the ruling by the Los Angeles Superior Court to Court of Appeal for the State of California, Second Appellate District, Division8. At an October 30, 2012 oral argument by the parties, the California Court of Appeal read a preliminary ruling from the bench prior to the argument indicating it would uphold the Los Angeles Superior Court's finding that the Stipulated Judgment was ultra vires and would remand the case to the Los Angeles Superior Court for the purpose of invalidating the permits issued to Clear Channel Outdoor, Inc. and CBS for the digital displays that were the subject of the Stipulated Judgment. The Court of Appeal issued its written ruling in this matter on December 10, 2012, consistent with its October30, 2012 preliminary ruling. Clear Channel Outdoor, Inc. filed a motion for rehearing on December 26, 2012. The Court of Appeal denied the motion for rehearing.  On January 22, 2013, Clear Channel Outdoor, Inc. filed a petition with the California Supreme Court requesting its review of the matter.

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Guarantees

12 Months Ended

Dec. 31, 2012

Guarantees [Abstract]

Guarantees [Text Block]

NOTE 8 – GUARANTEES

As of December31, 2012, Clear Channel had outstanding surety bonds and commercial standby letters of credit of $50.0million and $137.7million, respectively, of which $70.7million of letters of credit were cash secured. Letters of credit in the amount of $5.0million are collateral in support of surety bonds and these amounts would only be drawn under the letters of credit in the event the associated surety bonds were funded and Clear Channel did not honor its reimbursement obligation to the issuers. These letters of credit and surety bonds relate to various operational matters including insurance, bid, and performance bonds as well as other items.

As of December 31, 2012, Clear Channel had outstanding bank guarantees of $51.8million. Bank guarantees in the amount of $4.6million are backed by cash collateral.

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Member's Interest

12 Months Ended

Dec. 31, 2012

Member's Interest [Abstract]

Member's Interest [Text Block]

NOTE 10 – MEMBER'S INTEREST

CCMH has issued approximately 27.6million shares of ClassA common stock, approximately 0.6million shares of ClassB common stock and approximately 59.0million shares of ClassC common stock. Every holder of shares of ClassA common stock is entitled to one vote for each share of ClassA common stock. Every holder of shares of ClassB common stock is entitled to a number of votes per share equal to the number obtained by dividing (a)the sum of the total number of shares of ClassB common stock outstanding as of the record date for such vote and the number of shares of ClassC common stock outstanding as of the record date for such vote by (b)the number of shares of ClassB common stock outstanding as of the record date for such vote. Except as otherwise required by law, the holders of outstanding shares of ClassC common stock are not entitled to any votes upon any matters presented to our stockholders.

Except with respect to voting as described above, and as otherwise required by law, all shares of ClassA common stock, ClassB common stock and ClassC common stock have the same powers, privileges, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, and are identical to each other in all respects.

Dividends

The Company has not paid cash dividends since its formation and its ability to pay dividends is subject to restrictions should it seek to do so in the future. Clear Channel's debt financing arrangements include restrictions on its ability to pay dividends thereby limiting the Company's ability to pay dividends.

Share-Based Compensation

Stock Options

The Company does not have any compensation plans under which it grants stock awards to employees. Prior to the merger, Clear Channel granted options to purchase its common stock to its employees and directors and its affiliates under its various equity incentive plans typically at no less than the fair value of the underlying stock on the date of grant. These options were granted for a term not exceeding ten years and were forfeited, except in certain circumstances, in the event the employee or director terminated his or her employment or relationship with Clear Channel or one of its affiliates. Prior to acceleration, if any, in connection with the merger, these options vested over a period of up to five years. All equity incentive plans contained anti-dilutive provisions that permitted an adjustment of the number of shares of Clear Channel's common stock represented by each option for any change in capitalization.

CCMH has granted options to purchase its shares of ClassA common stock to certain key executives under its equity incentive plan at no less than the fair value of the underlying stock on the date of grant. These options are granted for a term not to exceed ten years and are forfeited, except in certain circumstances, in the event the executive terminates his or her employment or relationship with CCMH or one of its affiliates. Approximately two-thirds of the options granted vest based solely on continued service over a period of up to five years with the remainder becoming eligible to vest over a period of up to five 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 its share-based payments using the fair value recognition provisions of ASC718-10. The fair value of the portion of options that vest based on continued service is estimated on the grant date using a Black-Scholes option-pricing model and the fair value of the remaining options which contain vesting provisions subject to service, market and performance conditions is estimated on the grant date using a Monte Carlo model. Expected volatilities were based on historical volatility of peer companies' stock, including CCMH, over the expected life of the options. The expected life of the options granted represents the period of time that the options granted are expected to be outstanding. The Company used historical data to estimate option exercises and employee terminations within the valuation model. The Company includes estimated forfeitures in its compensation cost and updates the estimated forfeiture rate through the final vesting date of awards. The 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 these options:

	Years Ended December 31,
	2012	2011	2010
Expected volatility	71% – 77%	67%	58%
Expected life in years	6.3 – 6.5	6.3 – 6.5	5.0 – 7.0
Risk-free interest rate	0.97% – 1.55%	1.22% – 2.37%	2.03% – 2.74%
Dividend yield	0%	0%	0%

The following table presents a summary of CCMH's stock options outstanding at and stock option activityduring the year ended December31, 2012 (“Price” reflects the weighted average exercise price per share):

(In thousands, except per share data)	Options	Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding, January 1, 2012	5,042	$	22.49
Granted (1)	249		10.00
Exercised	-		-
Exchanged (2)	(2,024)		10.00
Forfeited	(375)		16.97
Expired	(100)		32.66
Outstanding, December 31, 2012 (3)	2,792		30.82	6.5 years	-
Exercisable	1,204		26.95	5.7 years	-
Expected to Vest	968		33.14	7.9 years	-

• The weighted average grant date fair value of options granted during the years ended December31, 2012, 2011, and 2010 was $2.68, $2.69 and $4.79per share, respectively.
• Amount represents options exchanged in connection with the voluntary stock option exchange program discussed below.
• Non-cash compensation expense has not been recorded with respect to 0.9million shares as the vesting of these options is subject to performance conditions that have not yet been determined probable to meet.

A summary of CCMH's unvested options and changes during the year ended December31, 2012 is presented below:

(In thousands, except per share data)	Options	Weighted Average Grant Date Fair Value
Unvested, January 1, 2012	4,048	$	7.10
Granted	249		2.68
Vested (1)	(501)		7.74
Exchanged	(1,833)		3.38
Forfeited	(375)		3.34
Unvested, December 31, 2012	1,588		11.38

• The total fair value of the options vested during the years ended December31, 2012, 2011 and 2010 was $3.9 million, $3.8million and $4.5million, respectively.

Restricted Stock Awards

Prior to the merger, Clear Channel granted restricted stock awards to its employees and directors and its affiliates under its various equity incentive plans. These common shares held a legend which restricted their transferability for a term of up to five years and were forfeited, except in certain circumstances, in the event the employee or director terminated his or her employment or relationship with Clear Channel prior to the lapse of the restriction. Recipients of the restricted stock awards were entitled to all cash dividends as of the date the award was granted.

CCMH has granted restricted stock awards to its employees and affiliates under its equity incentive plan. The restricted stock awards are restricted in transferability for a term of up to five years.Restricted stock awards are forfeited, except in certain circumstances, in the event the employee terminates his or her employment or relationship with CCMH prior to the lapse of the restriction. Dividends or distributions paid in respect of unvested restricted stock awards will be held by CCMH and paid to the recipients of the restricted stock awards upon vesting of the shares.

The following table presents a summary of CCMH's restricted stock outstanding at and restricted stock activity during the year ended December31, 2012 (“Price” reflects the weighted average share price at the date of grant):

(In thousands, except per share data)	Awards	Price
Outstanding, January 1, 2012	445	$	36.00
Granted (1)	4,204		2.93
Vested (restriction lapsed)	(1,380)		8.32
Forfeited (2)	(662)		3.01
Outstanding, December 31, 2012	2,607		5.69

• Includes 3.3million restricted share awards granted in connection with the voluntary stock option exchange program discussed below.
• Includes 652thousand restricted share awards forfeited pursuant to the tax assistance program offered through the voluntary stock option exchange program discussed below.

CCOH Share-Based Awards

CCOH Stock Options

The Company's subsidiary, CCOH, has granted options to purchase shares of its ClassA common stock to employees and directors of CCOH and its affiliates under its equity incentive plan at no less than the fair market value of the underlying stock on the date of grant. These options are granted for a term not exceeding ten years and are forfeited, except in certain circumstances, in the event the employee or director terminates his or her employment or relationship with CCOH or one of its affiliates. These options vest solely on continued service over a period of up to five years. The equity incentive stock plan contains anti-dilutive provisions that permit an adjustment of the number of shares of CCOH's common stock represented by each option for any change in capitalization.CCOH determined that the CCOH Dividend discussed in Note 5 was considered a change in capitalization and therefore adjusted outstanding options as of March 15, 2012. No incremental compensation cost was recognized in connection with the adjustment.

The fair value of each option awarded on CCOH common stock is estimated on the date of grant using a Black-Scholes option-pricing model. Expected volatilities are based on historical volatility of CCOH's stock over the expected life of the options. The expected life of options granted represents the period of time that options granted are expected to be outstanding. CCOH uses historical data to estimate option exercises and employee terminations within the valuation model. CCOH includes estimated forfeitures in its compensation cost and updates the estimated forfeiture rate through the final vesting date of awards. The 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 CCOH's options on the date of grant:

	Years Ended December 31,
	2012	2011	2010
Expected volatility	54% – 56%	57%	58%
Expected life in years	6.3	6.3	5.5 – 7.0
Risk-free interest rate	0.92% – 1.48%	1.26% – 2.75%	1.38% – 3.31%
Dividend yield	0%	0%	0%

The following table presents a summary of CCOH's stock options outstanding at and stock option activity during the year ended December31, 2012 (“Price” reflects the weighted average exercise price per share):

(In thousands, except per share data)	Options	Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding, January 1, 2012	8,991	$	15.10
Granted (1)	2,812		6.64
Exercised (2)	(1,029)		4.06
Forfeited	(884)		7.87
Expired	(1,509)		12.23
Outstanding, December 31, 2012	8,381		9.22	6.2 years	$ 8,813
Exercisable	4,548		11.26	4.5 years	$ 4,792
Expected to vest	3,574		9.53	8.3 years	$ 1,186

• The weighted average grant date fair value of CCOH options granted during the years ended December31, 2012, 2011 and 2010 was $4.43, $8.30 and $5.65 per share, respectively.
• Cash received from option exercises during the years ended December31, 2012, 2011 and 2010 was $6.4million, $1.4million and $0.9million, respectively. The total intrinsic value of the options exercised during the years ended December 31, 2012, 2011 and 2010 was $7.9 million, $1.5million and $1.1million, respectively.

A summary of CCOH's unvested options at and changes during the year ended December31, 2012 is presented below:

(In thousands, except per share data)	Options	Weighted Average Grant Date Fair Value
Unvested, January 1, 2012	3,993	$	6.41
Granted	2,812		4.43
Vested (1)	(2,088)		5.48
Forfeited	(884)		5.80
Unvested, December 31, 2012	3,833		5.19

• The total fair value of CCOH options vested during the years ended December 31, 2012, 2011 and 2010 was $11.5 million, $8.2million and $15.9 million, respectively.

Restricted Stock Awards

CCOH has also granted both restricted stock and restricted stock unit awards to its employees and affiliates under its equity incentive plan. The restricted stock awards represent shares of ClassA common stock that hold a legend which restricts their transferability for a term of up to five years. The restricted stock units represent the right to receive shares upon vesting, which is generally over a period of up to five years. Both restricted stock awards and restricted stock units are forfeited, except in certain circumstances, in the event the employee terminates his or her employment or relationship with CCOH prior to the lapse of the restriction.

The following table presents a summary of CCOH's restricted stock and restricted stock units outstanding at and activity during the year ended December 31, 2012 (“Price” reflects the weighted average share price at the date of grant):

(In thousands, except per share data)	Awards	Price
Outstanding, January 1, 2012	83	$	8.69
Granted	1,267		6.04
Vested (restriction lapsed)	(190)		5.35
Forfeited	(75)		9.03
Outstanding, December 31, 2012	1,085		6.26

Share-Based Compensation Cost

The share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the vesting period. The following table presents the amount of share-based compensation recorded during the years ended December31, 2012, 2011 and 2010:

(In thousands)	Years Ended December 31,
	2012		2011		2010
Direct operating expenses	$	11,011	$	10,013	$	11,996
Selling, general &administrative expenses		6,378		5,359		7,109
Corporate expenses		11,151		5,295		15,141
Total share based compensation expense	$	28,540	$	20,667	$	34,246

The tax benefit related to the share-based compensation expense for the years ended December31, 2012, 2011 and 2010 was $10.8 million, $7.9million and $13.0million, respectively.

As of December31, 2012, there was $30.3million of unrecognized compensation cost, net of estimated forfeitures, related to unvested share-based compensation arrangements that will vest based on service conditions. This cost is expected to be recognized over a weighted average period of approximately two years. In addition, as of December31, 2012, there was $15.7million of unrecognized compensation cost, net of estimated forfeitures, related to unvested share-based compensation arrangements that will vest based on market, performance and service conditions. This cost will be recognized when it becomes probable that the performance condition will be satisfied.

CCMH completed a voluntary stock option exchange program on November 19, 2012 and exchanged 2.0 million stock options granted under the Clear Channel 2008 Executive Incentive Plan for 1.8 million replacement restricted share awards with different service and performance conditions. CCMH accounted for the exchange program as a modification of the existing awards under ASC 718 and will recognize incremental compensation expense of approximately $1.7 million over the service period of the new awards. In connection with the exchange program, CCMH granted an additional 1.5million restricted stock awards pursuant to a tax assistance program offered to employees participating in the exchange. Of the total 1.5million restricted stock awards granted, 0.9million were repurchased by CCMH upon expiration of the exchange program while the remaining 0.6million awards were forfeited. CCMH recognized $2.6million of expense related to the awards granted in connection with the tax assistance program.

Included in corporate share-based compensation for the year ended December31, 2011 is a $6.6million reversal of expense related to the cancellation of a portion of an executive's stock options. Additionally, CCMH completed a voluntary stock option exchange program on March21, 2011 and exchanged 2.5million stock options granted under the Clear Channel 2008Executive Incentive Plan for 1.3million replacement stock options with a lower exercise price and different service and performance conditions. CCMH accounted for the exchange program as a modification of the existing awards under ASC718 and will recognize incremental compensation expense of approximately $1.0million over the service period of the new awards.

During the year ended December31, 2010, CCMH recorded additional share-based compensation expense of $6.0million in “Corporate expenses” related to shares tendered by Mark P. Mays to CCMH on August 23, 2010 for purchase at $36.00 per share pursuant to a put option included in his amended employment agreement.

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Member's Interest (Schedule Of Stock Options Outstanding) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified		12 Months Ended
	Dec. 31, 2010	Dec. 31, 2012 CCMH [Member] years	Dec. 31, 2012 CCOH [Member] years	Dec. 31, 2012 CCMH Restricted Stock [Member]	Dec. 31, 2011 CCMH Restricted Stock [Member]	Dec. 31, 2012 CCOH Restricted Stock [Member]	Dec. 31, 2011 CCOH Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award Line Items
Outstanding, January 1, 2012		5,042	8,991	2,607	445	1,085	83
Granted		249	2,812
Exercised			(1,029)
Exchanged		(2,024)
Forfeited		(375)	(884)
Expired		(100)	(1,509)
Outstanding, December 31, 2012		2,792	8,381	2,607	445	1,085	83
Exercisable		1,204	4,548
Expected to Vest		968	3,574
Outstanding, January 1, 2012		$ 22.49	$ 15.10
Granted		$ 10.00	$ 6.64
Exercised	$ 36.00		$ 4.06
Exchanged		$ 10.00
Forfeited		$ 16.97	$ 7.87
Expired		$ 32.66	$ 12.23
Outstanding, December 31, 2012		$ 30.82	$ 9.22
Exercisable		$ 26.95	$ 11.26
Expected to Vest		$ 33.14	$ 9.53
Outstanding, December 31, 2012		6.5	6.2
Exercisable		5.7	4.5
Expected to Vest		7.9	8.3
Outstanding, December 31, 2012			$ 8,813
Exercisable			4,792
Expected to Vest			$ 1,186

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Member's Interest (Schedule Of Restricted Stock Awards) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
CCMH [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award Line Items
Outstanding, January 1, 2012	5,042
Granted	249
Vested (restriction lapsed)	(501)
Forfeited	(375)
Outstanding, December 31, 2012	2,792
Granted	$ 2.68
Vested (restriction lapesd)	$ 7.74
Forfeited	$ 3.34
CCOH [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award Line Items
Outstanding, January 1, 2012	8,991
Granted	2,812
Vested (restriction lapsed)	(2,088)
Forfeited	(884)
Outstanding, December 31, 2012	8,381
Granted	$ 4.43
Vested (restriction lapesd)	$ 5.48
Forfeited	$ 5.80
CCMH Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award Line Items
Outstanding, January 1, 2012	445
Granted	4,204
Vested (restriction lapsed)	(1,380)
Forfeited	(662)
Outstanding, December 31, 2012	2,607
Outstanding, January 1, 2012	$ 36.00
Granted	$ 2.93
Vested (restriction lapesd)	$ 8.32
Forfeited	$ 3.01
Outstanding, December 31, 2012	$ 5.69
CCOH Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award Line Items
Outstanding, January 1, 2012	83
Granted	1,267
Vested (restriction lapsed)	(190)
Forfeited	(75)
Outstanding, December 31, 2012	1,085
Granted	$ 6.04
Vested (restriction lapesd)	$ 5.35
Forfeited	$ 9.03

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Member's Interest (Schedule Of Assumptions Used In Fair Value Calculation) (Details)	12 Months Ended
	Dec. 31, 2012 years	Dec. 31, 2011 years	Dec. 31, 2010 years
CCMH [Member]
Member's Interest [Abstract]
Expected volatility, minimum	71.00%	67.00%	58.00%
Expected volatility, maximum	77.00%	67.00%	58.00%
Expected life in years, minimum	6.3	6.3	5
Expected life in years, maximum	6.5	6.5	7
Risk-free interest rate, minimum	0.97%	1.22%	2.03%
Risk-free interest rate, maximum	1.55%	2.37%	2.74%
Dividend yield	0.00%	0.00%	0.00%
CCOH [Member]
Member's Interest [Abstract]
Expected volatility, minimum	54.00%	57.00%	58.00%
Expected volatility, maximum	56.00%	57.00%	58.00%
Expected life in years, minimum	6.3	6.3	5.5
Expected life in years, maximum	6.3	6.3	7
Risk-free interest rate, minimum	0.92%	1.26%	1.38%
Risk-free interest rate, maximum	1.48%	2.75%	3.31%
Dividend yield	0.00%	0.00%	0.00%

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Segment Data (Tables)

12 Months Ended

Dec. 31, 2012

Segment Data [Abstract]

Schedule of Operating Segment Results [Table Text Block]

(In thousands)		CCME		Americas Outdoor Advertising		International Outdoor Advertising		Other		Corporate and other reconciling items		Eliminations		Consolidated
Year Ended December 31, 2012
Revenue	$	3,084,780	$	1,279,257	$	1,667,687	$	281,879	$	-	$	(66,719)	$	6,246,884
Direct operating expenses		873,165		586,666		1,024,596		25,088		-		(12,965)		2,496,550
Selling, general and administrative expenses		997,511		212,794		364,502		152,394		-		(53,754)		1,673,447
Depreciation and amortization		271,399		192,023		205,258		45,568		15,037		-		729,285
Impairment charges		-		-		-		-		37,651		-		37,651
Corporate expenses		-		-		-		-		288,028		-		288,028
Other operating income - net		-		-		-		-		48,127		-		48,127
Operating income (loss)	$	942,705	$	287,774	$	73,331	$	58,829	$	(292,589)	$	-	$	1,070,050
Intersegment revenues	$	-	$	1,175	$	80	$	65,464	$	-	$	-	$	66,719
Segment assets	$	8,201,798	$	3,835,235	$	2,256,309	$	815,435	$	1,183,936	$	-	$	16,292,713
Capital expenditures	$	65,821	$	117,647	$	150,129	$	17,438	$	39,245	$	-	$	390,280
Share-based compensation expense	$	6,985	$	5,875	$	4,529	$	-	$	11,151	$	-	$	28,540
Year Ended December 31, 2011
Revenue	$	2,986,828	$	1,252,725	$	1,751,149	$	234,542	$	-	$	(63,892)	$	6,161,352
Direct operating expenses		849,265		571,779		1,067,022		27,807		-		(11,837)		2,504,036
Selling, general and administrative expenses		980,960		201,124		339,748		147,481		-		(52,055)		1,617,258
Depreciation and amortization		268,245		211,056		219,908		49,827		14,270		-		763,306
Impairment charges		-		-		-		-		7,614				7,614
Corporate expenses		-		-		-		-		227,096		-		227,096
Other operating income - net		-		-		-		-		12,682		-		12,682
Operating income (loss)	$	888,358	$	268,766	$	124,471	$	9,427	$	(236,298)	$	-	$	1,054,724
Intersegment revenues	$	-	$	4,141	$	-	$	59,751	$	-	$	-	$	63,892
Segment assets	$	8,364,246	$	3,886,098	$	2,166,173	$	809,212	$	1,316,310	$	-	$	16,542,039
Capital expenditures	$	50,198	$	122,505	$	166,044	$	5,737	$	19,490	$	-	$	363,974
Share-based compensation expense	$	4,606	$	7,601	$	3,165	$	-	$	5,295	$	-	$	20,667
Year Ended December 31, 2010
Revenue	$	2,869,499	$	1,216,930	$	1,581,064	$	261,461	$	-	$	(63,269)	$	5,865,685
Direct operating expenses		808,867		560,378		999,594		27,953		-		(15,145)		2,381,647
Selling, general and administrative expenses		963,853		199,990		294,666		159,827		-		(48,124)		1,570,212
Depreciation and amortization		256,673		198,896		214,692		52,965		9,643		-		732,869
Impairment charges		-		-		-		-		15,364		-		15,364
Corporate expenses		-		-		-		-		284,042		-		284,042
Other operating expense - net		-		-		-		-		(16,710)		-		(16,710)
Operating income (loss)	$	840,106	$	257,666	$	72,112	$	20,716	$	(325,759)	$	-	$	864,841
Intersegment revenues	$	275	$	4,173	$	-	$	58,821	$	-	$	-	$	63,269
Segment assets	$	8,411,953	$	4,415,901	$	2,222,121	$	812,189	$	1,598,218	$	-	$	17,460,382
Capital expenditures	$	27,781	$	92,235	$	103,038	$	7,682	$	10,728	$	-	$	241,464
Share-based compensation expense	$	7,152	$	9,207	$	2,746	$	-	$	15,141	$	-	$	34,246

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Fair Value Measurements (Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Fair Value Measurements [Abstract]
Other than temporary impairment of cost investments	$ 2,000,000
Other than temporary impairment for equity method investments	2,600,000	4,800,000	6,500,000
Notional amount	2,500,000,000
Fair value of interest rate swaps	$ 76,900,000	$ 159,100,000

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Certain Relationships and Related Party Transactions

12 Months Ended

Dec. 31, 2012

Certain Relationships And Related Party Transactions [Abstract]

Certain Relationships And Related Party Transactions

NOTE 15 – CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Clear Channel is a party to a management agreement with certain affiliates of Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. (together, the “Sponsors”) and certain other parties pursuant to which such affiliates of the Sponsors will provide management and financial advisory services until 2018. These agreements require management fees to be paid to such affiliates of the Sponsors for such services at a rate not greater than $15.0million per year, plus reimbursable expenses. For the years ended December31, 2012, 2011 and 2010, the Company recognized management fees and reimbursable expenses of $15.9million, $15.7 million and $17.1million, respectively.

Stock Purchases

On August9, 2010, Clear Channel announced that its board of directors approved a stock purchase program under which Clear Channel or its subsidiaries may purchase up to an aggregate of $100.0million of the ClassA common stock of CCMH and/or the ClassA common stock of CCOH. The stock purchase program does not have a fixed expiration date and may be modified, suspended or terminated at any time at Clear Channel's discretion. During 2011, CCFinco purchased 1,553,971shares of CCOH's ClassA common stock through open market purchases for approximately $16.4million. During 2012, CC Finco purchased 111,291 shares of CCMH's Class A common stock for $692,887.

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Investments (Tables)

12 Months Ended

Dec. 31, 2012

Investments [Abstract]

Schedule of Investments in Nonconsolidated Affiliates [Table Text Block]

(In thousands)		ARN		All Others		Total
Balance at December 31, 2010	$	342,785	$	14,966	$	357,751
Cash advances (repayments)		-		(929)		(929)
Dispositions of investments, net		-		(6,316)		(6,316)
Equity in earnings		20,958		6,000		26,958
Foreign currency transaction adjustment		(153)		-		(153)
Foreign currency translation adjustment		(1,125)		290		(835)
Distributions received		(15,088)		(1,701)		(16,789)
Other		-		-		-
Balance at December 31, 2011	$	347,377	$	12,310	$	359,687
Cash advances (repayments)		(8,758)		3,082		(5,676)
Acquisitions of investments, net		-		2,704		2,704
Equity in earnings (loss)		18,621		(64)		18,557
Foreign currency transaction adjustment		(1,189)		-		(1,189)
Foreign currency translation adjustment		8,085		(10)		8,075
Distributions received		(11,074)		(642)		(11,716)
Other		-		470		470
Balance at December 31, 2012	$	353,062	$	17,850	$	370,912

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Long-Term Debt (Schedule Of Repayments, Maturities and Other) (Details) (USD $) In Thousands, unless otherwise specified		12 Months Ended
	Dec. 31, 2012	Dec. 31, 2010 CC Investments [Member]	Dec. 31, 2011 CC Finco, LLC [Member]
Principal amount of debt repurchased		$ 185,185	$ 80,000
Deferred loan costs and other		104
Purchase accounting adjustments	33,000		(20,476)
Gain recorded in "Other income (expense) - net"		(60,289)	(4,274)
Cash paid for repurchases of long-term debt		$ 125,000	$ 55,250

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Property, Plant And Equipment, Intangible Assets And Goodwill (Schedule Of Future Amortization Expenses) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Property, Plant And Equipment, Intangible Assets And Goodwill [Abstract]
2013	$ 283,942
2014	264,221
2015	239,211
2016	223,293
2017	$ 196,681

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Consolidated Statement of Changes in Member's Deficit (USD $) In Thousands, unless otherwise specified	Total	Noncontrolling Interest [Member]	Member's Interest [Member]	Retained Deficit [Member]	Accumulated Other Comprehensive Income (Loss) [Member]
Balances at Dec. 31, 2009	$ (6,844,738)	$ 455,648	$ 2,109,007	$ (9,076,084)	$ (333,309)
Increase Decrease In Stockholders Equity [Roll Forward]
Net income (loss)	(462,853)	16,236		(479,089)
Shares issued through stock purchase agreement	5,000		5,000
Issuance (forfeiture) of restricted stock	(1,116)	792	(1,908)
Amortization of share-based compensation	34,246	12,046	22,200
Other	(8,575)	(2,659)	(5,916)
Comprehensive income	73,350	8,857			64,493
Balances at Dec. 31, 2010	(7,204,686)	490,920	2,128,383	(9,555,173)	(268,816)
Increase Decrease In Stockholders Equity [Roll Forward]
Net income (loss)	(268,029)	34,065		(302,094)
Issuance (forfeiture) of restricted stock	430	735	(305)
Amortization of share-based compensation	20,667	10,705	9,962
Purchases of additional noncontrolling interest	(20,514)	(14,428)	(5,492)		(594)
Other	(7,500)	(4,527)	(2,973)
Comprehensive income	7,691	4,324			3,367
Balances at Dec. 31, 2011	(7,471,941)	521,794	2,129,575	(9,857,267)	(266,043)
Increase Decrease In Stockholders Equity [Roll Forward]
Net income (loss)	(411,190)	13,289		(424,479)
Issuance (forfeiture) of restricted stock	3,091	6,381	(3,290)
Amortization of share-based compensation	28,540	10,589	17,951
Purchases of additional noncontrolling interest	28	28
Dividend declared and paid ($6.0832/share)	(244,734)	(244,734)
Other	(17,622)	(9,228)	(8,394)
Comprehensive income	118,637	5,878			112,759
Balances at Dec. 31, 2012	$ (7,995,191)	$ 303,997	$ 2,135,842	$ (10,281,746)	$ (153,284)

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Asset Retirement Obligation

12 Months Ended

Dec. 31, 2012

Asset Retirement Obligation [Abstract]

Asset Retirement Obligation [Text Block]

NOTE 4 – ASSET RETIREMENT OBLIGATION

The Company's asset retirement obligation is reported in “Other long-term liabilities” with the current portion recorded in “Accrued liabilities” and relates to its obligation to dismantle and remove outdoor advertising displays from leased land and to reclaim the site to its original condition upon the termination or non-renewal of a lease. When the liability is recorded, the 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 50years. An estimate of third-party cost information is used with respect to the dismantling of the structures and the reclamation of the site. The interest rate used to calculate the present value of such costs over the retirement period is based on an estimated risk adjusted credit rate for the same period.

The following table presents the activity related to the Company's asset retirement obligation:

	(In thousands)		Years Ended December 31,
			2012		2011
Beginning balance		$	51,295	$	52,099
	Adjustment due to change in estimate of related costs		3,570		(3,174)
	Accretion of liability		4,920		5,001
	Liabilities settled		(2,936)		(2,631)
Ending balance		$	56,849	$	51,295

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Income Taxes (Schedule Of Provision For Income Tax Benefit (Expense)) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Income Tax Expense Benefit [Abstract]
Current - Federal									$ 61,655	$ 18,608	$ (4,534)
Current - foreign									(48,579)	(51,293)	(41,388)
Current - state									(9,408)	14,719	(5,278)
Total current benefit (expense)									3,668	(17,966)	(51,200)
Deferred - Federal									261,014	126,078	211,137
Deferred - foreign									27,970	13,708	(3,859)
Deferred - state									15,627	4,158	3,902
Total deferred tax benefit									304,611	143,944	211,180
Income tax benefit (expense)	$ 128,986	$ 13,232	$ 8,663	$ 157,398	$ 3,468	$ 20,665	$ 9,184	$ 92,661	$ 308,279	$ 125,978	$ 159,980

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Guarantor Subsidiaries (Schedule Of Guarantor Obligations, Income Statement) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Revenue	$ 1,696,336	$ 1,587,331	$ 1,602,494	$ 1,360,723	$ 1,652,788	$ 1,583,352	$ 1,604,386	$ 1,320,826	$ 6,246,884	$ 6,161,352	$ 5,865,685
Operating Expenses [Abstract]
Direct operating expenses	650,495	624,526	607,095	614,434	635,789	654,163	630,015	584,069	2,496,550	2,504,036	2,381,647
Selling, general and administrative expenses	431,841	419,855	398,123	423,628	421,952	402,160	420,436	372,710	1,673,447	1,617,258	1,570,212
Corporate expenses	76,861	70,811	71,158	69,198	64,016	54,247	56,486	52,347	288,028	227,096	284,042
Depreciation and amortization	189,730	182,350	181,839	175,366	192,422	197,532	189,641	183,711	729,285	763,306	732,869
Impairment charges	37,651	0	0	0	7,614	0	0	0	37,651	7,614	15,364
Other operating income (expense) - net	968	42,118	1,917	3,124	(771)	(6,490)	3,229	16,714	48,127	12,682	(16,710)
Operating income (loss)	310,726	331,907	346,196	81,221	330,224	268,760	311,037	144,703	1,070,050	1,054,724	864,841
Interest (income) expense, net	400,930	388,210	385,867	374,016	368,397	369,233	358,950	369,666	1,549,023	1,466,246	1,533,341
Loss on marketable securities	(4,580)	0	0	0	(4,827)	0	0	0	(4,580)	(4,827)	(6,490)
Equity in earnings (loss) of nonconsolidated affiliates	6,643	3,663	4,696	3,555	13,502	5,210	5,271	2,975	18,557	26,958	5,702
Loss on debt extinguishment	(239,556)	0	0	(15,167)	0	4,274	0	(5,721)	(254,723)	(1,447)	60,289
Other income (expense) - net	1,929	824	(1,397)	(1,106)	(5,370)	3,033	(4,517)	3,685	250	(3,169)	(13,834)
Income (loss) before income taxes	(325,768)	(51,816)	(36,372)	(305,513)	(34,868)	(87,956)	(47,159)	(224,024)	(719,469)	(394,007)	(622,833)
Income tax benefit (expense)	128,986	13,232	8,663	157,398	3,468	20,665	9,184	92,661	308,279	125,978	159,980
Consolidated net income (loss)	(196,782)	(38,584)	(27,709)	(148,115)	(31,400)	(67,291)	(37,975)	(131,363)	(411,190)	(268,029)	(462,853)
Less amount attributable to noncontrolling interest	(5,518)	11,977	11,316	(4,486)	11,627	6,765	15,204	469	13,289	34,065	16,236
Net income (loss) attributable to the Company	(191,264)	(50,561)	(39,025)	(143,629)	(43,027)	(74,056)	(53,179)	(131,832)	(424,479)	(302,094)	(479,089)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments									40,242	(29,647)	26,301
Unrealized gain (loss) on marketable securities									23,103	(224)	17,187
Unrealized holding gain (loss) on cash flow derivatives									52,112	33,775	15,112
Reclassification adjustment									3,180	3,787	14,750
Comprehensive income (loss)									(305,842)	(294,403)	(405,739)
Less amount attributable to noncontrolling interest									5,878	4,324	8,857
Comprehensive income (loss) attributable to the Company									(311,720)	(298,727)	(414,596)
Parent Company [Member]
Operating Expenses [Abstract]
Corporate expenses									10,829	10,878	12,274
Operating income (loss)									(10,829)	(10,878)	(12,274)
Interest (income) expense, net										13	17
Equity in earnings (loss) of nonconsolidated affiliates									(329,817)	(223,915)	(454,779)
Other income (expense) - net										(1)	(1)
Income (loss) before income taxes									(340,646)	(234,807)	(467,071)
Income tax benefit (expense)									3,972	3,985	4,508
Consolidated net income (loss)									(336,674)	(230,822)	(462,563)
Net income (loss) attributable to the Company									(336,674)	(230,822)	(462,563)
Other comprehensive income (loss), net of tax:
Reclassification adjustment									2
Equity in subsidiary comprehensive income (loss)									107,179	5,518	64,493
Comprehensive income (loss)									(229,493)	(225,304)	(398,070)
Comprehensive income (loss) attributable to the Company									(229,493)	(225,304)	(398,070)
Subsidiary Issuer [Member]
Operating Expenses [Abstract]
Corporate expenses											28
Operating income (loss)											(28)
Interest (income) expense, net									1,307,703	1,360,995	1,415,932
Loss on marketable securities									(1)
Equity in earnings (loss) of nonconsolidated affiliates									492,819	629,915	428,976
Loss on debt extinguishment									(33,652)	(5,721)
Other income (expense) - net									(1)	1	(1)
Income (loss) before income taxes									(848,538)	(736,800)	(986,985)
Income tax benefit (expense)									518,721	512,885	532,206
Consolidated net income (loss)									(329,817)	(223,915)	(454,779)
Net income (loss) attributable to the Company									(329,817)	(223,915)	(454,779)
Other comprehensive income (loss), net of tax:
Unrealized holding gain (loss) on cash flow derivatives									52,112	33,775	15,112
Reclassification adjustment									(2)
Equity in subsidiary comprehensive income (loss)									55,069	(28,257)	49,381
Comprehensive income (loss)									(222,638)	(218,397)	(390,286)
Comprehensive income (loss) attributable to the Company									(222,638)	(218,397)	(390,286)
Guarantor Subsidiaries [Member]
Revenue									3,288,779	3,121,308	3,044,866
Operating Expenses [Abstract]
Direct operating expenses									883,190	849,834	818,001
Selling, general and administrative expenses									1,090,006	1,062,726	1,060,262
Corporate expenses									171,771	125,964	164,144
Depreciation and amortization									328,633	327,240	317,761
Impairment charges											3,871
Other operating income (expense) - net									(2,825)	4,091	7,043
Operating income (loss)									812,354	759,635	687,870
Interest (income) expense, net									23,143	2,370	379
Loss on marketable securities									(2,001)
Equity in earnings (loss) of nonconsolidated affiliates									(174,774)	54,407	(80,040)
Loss on debt extinguishment										(1)
Other income (expense) - net									3,960	590	(2,496)
Income (loss) before income taxes									616,396	812,261	604,955
Income tax benefit (expense)									(246,380)	(274,930)	(283,171)
Consolidated net income (loss)									370,016	537,331	321,784
Less amount attributable to noncontrolling interest									(10,613)	13,792	5,130
Net income (loss) attributable to the Company									380,629	523,539	316,654
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments									(399)	1,267	(903)
Unrealized gain (loss) on marketable securities									25,676	4,610	24,996
Equity in subsidiary comprehensive income (loss)									33,967	(38,702)	26,528
Comprehensive income (loss)									439,873	490,714	367,275
Less amount attributable to noncontrolling interest									4,175	(4,594)	1,240
Comprehensive income (loss) attributable to the Company									435,698	495,308	366,035
Non-Guarantor Subsidiaries [Member]
Revenue									2,974,108	3,059,676	2,824,400
Operating Expenses [Abstract]
Direct operating expenses									1,621,341	1,660,786	1,564,515
Selling, general and administrative expenses									591,463	567,580	512,662
Corporate expenses									105,428	90,254	107,596
Depreciation and amortization									400,652	436,066	415,108
Impairment charges									37,651	7,614	11,493
Other operating income (expense) - net									50,952	8,591	(23,753)
Operating income (loss)									268,525	305,967	189,273
Interest (income) expense, net									139,824	27,321	40,198
Loss on marketable securities									(2,578)	(4,827)	(6,490)
Equity in earnings (loss) of nonconsolidated affiliates									19,464	26,987	5,749
Loss on debt extinguishment									(221,071)
Other income (expense) - net									5,743	(3,759)	(11,336)
Income (loss) before income taxes									(69,741)	297,047	136,998
Income tax benefit (expense)									31,966	(115,962)	(93,563)
Consolidated net income (loss)									(37,775)	181,085	43,435
Less amount attributable to noncontrolling interest									23,902	20,273	11,106
Net income (loss) attributable to the Company									(61,677)	160,812	32,329
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments									40,641	(30,914)	27,204
Unrealized gain (loss) on marketable securities									(8,151)	(2,874)	(7,809)
Reclassification adjustment									3,180	3,787	14,750
Comprehensive income (loss)									(26,007)	130,811	66,474
Less amount attributable to noncontrolling interest									1,703	8,918	7,617
Comprehensive income (loss) attributable to the Company									(27,710)	121,893	58,857
Eliminations [Member]
Revenue									(16,003)	(19,632)	(3,581)
Operating Expenses [Abstract]
Direct operating expenses									(7,981)	(6,584)	(869)
Selling, general and administrative expenses									(8,022)	(13,048)	(2,712)
Interest (income) expense, net									78,353	75,547	76,815
Equity in earnings (loss) of nonconsolidated affiliates									10,865	(460,436)	105,796
Loss on debt extinguishment										4,275	60,289
Other income (expense) - net									(9,452)	0	0
Income (loss) before income taxes									(76,940)	(531,708)	89,270
Consolidated net income (loss)									(76,940)	(531,708)	89,270
Net income (loss) attributable to the Company									(76,940)	(531,708)	89,270
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on marketable securities									5,578	(1,960)
Equity in subsidiary comprehensive income (loss)									(196,215)	61,441	(140,402)
Comprehensive income (loss)									(267,577)	(472,227)	(51,132)
Comprehensive income (loss) attributable to the Company									$ (267,577)	$ (472,227)	$ (51,132)

XML

Other Information (Schedule Of Other Income (Expense)) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Other Information [Abstract]
Foreign exchange gain (loss)									$ (3,018)	$ (234)	$ (12,783)
Other									3,268	(2,935)	(1,051)
Total other income (expense) - net	$ 1,929	$ 824	$ (1,397)	$ (1,106)	$ (5,370)	$ 3,033	$ (4,517)	$ 3,685	$ 250	$ (3,169)	$ (13,834)

XML

Asset Retirement Obligation (Tables)

12 Months Ended

Dec. 31, 2012

Asset Retirement Obligation [Abstract]

Schedule of Change in Asset Retirement Obligation [Table Text Block]

	(In thousands)		Years Ended December 31,
			2012		2011
Beginning balance		$	51,295	$	52,099
	Adjustment due to change in estimate of related costs		3,570		(3,174)
	Accretion of liability		4,920		5,001
	Liabilities settled		(2,936)		(2,631)
Ending balance		$	56,849	$	51,295

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Other Information (Schedule Of Other Long-Term Liabilities) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Other Information [Abstract]
Unrecognized tax benefits	$ 158,321	$ 212,672
Asset retirement obligation	56,047	50,983
Non-qualified plan liabilities	10,593	10,539
Interest rate swap		159,124
Deferred income	12,121	15,246
Redeemable noncontrolling interest		57,855
Deferred rent	106,394	81,599
Employee related liabilities	24,265	40,145
Other	82,776	79,725
Total other long-term liabilities	$ 450,517	$ 707,888

XML

Property, Plant And Equipment, Intangible Assets And Goodwill (Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Increase in property, plant and equipment	$ 5,300,000
Increase in intangible assets	15,200,000
Increase in goodwill	24,700,000
Assumed liabilities	700,000
Amortization expense	300,000,000	328,300,000	332,300,000
Stucture impairment	1,700,000		4,000,000
Goodwill impairment charge		(1,146,000)	2,100,000
FCC licenses [Member]
Impairment of intangibles			500,000
Billboard permits [Member]
Impairment of intangibles	35,900,000	6,500,000	4,800,000
Talent contracts [Member]
Impairment of intangibles			3,900,000
Traffic Business [Member]
Purchase price		24,300,000
Repayment of intercompany debt		95,000,000
Increase in property, plant and equipment		17,200,000
Increase in intangible assets		35,000,000
Increase in goodwill		70,600,000
Brouwer & Partners [Member]
Purchase price		12,500,000
WOR [Member]
Purchase price	30,000,000
WFNX [Member]
Purchase price	$ 14,500,000

XML

Quarterly Results of Operations (Unaudited)

12 Months Ended

Dec. 31, 2012

Quarterly Results of Operations (Unaudited) [Abstract]

Quarterly Results of Operations (Unaudited) [Text Block]

NOTE 14 — QUARTERLY RESULTS OF OPERATIONS (Unaudited)

(In thousands, except per share data)

		Three Months Ended March 31,		Three Months Ended June 30,		Three Months Ended September 30,		Three Months Ended December 31,
		2012	2011	2012	2011	2012	2011	2012	2011
Revenue		$ 1,360,723	$ 1,320,826	$ 1,602,494	$ 1,604,386	$ 1,587,331	$ 1,583,352	$ 1,696,336	$ 1,652,788
Operating expenses:
	Direct operating expenses	614,434	584,069	607,095	630,015	624,526	654,163	650,495	635,789
	Selling, general and administrative expenses	423,628	372,710	398,123	420,436	419,855	402,160	431,841	421,952
	Corporate expenses	69,198	52,347	71,158	56,486	70,811	54,247	76,861	64,016
	Depreciation and amortization	175,366	183,711	181,839	189,641	182,350	197,532	189,730	192,422
	Impairment charges	-	-	-	-	-	-	37,651	7,614
	Other operating income (expense) - net	3,124	16,714	1,917	3,229	42,118	(6,490)	968	(771)
Operating income		81,221	144,703	346,196	311,037	331,907	268,760	310,726	330,224
Interest expense		374,016	369,666	385,867	358,950	388,210	369,233	400,930	368,397
Loss on marketable securities		-	-	-	-	-	-	(4,580)	(4,827)
Equity in earnings of nonconsolidated affiliates		3,555	2,975	4,696	5,271	3,663	5,210	6,643	13,502
Gain (loss) on extinguishment of debt		(15,167)	(5,721)	-	-	-	4,274	(239,556)	-
Other income (expense) - net		(1,106)	3,685	(1,397)	(4,517)	824	3,033	1,929	(5,370)
Loss before income taxes		(305,513)	(224,024)	(36,372)	(47,159)	(51,816)	(87,956)	(325,768)	(34,868)
Income tax benefit		157,398	92,661	8,663	9,184	13,232	20,665	128,986	3,468
Consolidated net loss		(148,115)	(131,363)	(27,709)	(37,975)	(38,584)	(67,291)	(196,782)	(31,400)
Less amount attributable to noncontrolling interest		(4,486)	469	11,316	15,204	11,977	6,765	(5,518)	11,627
Net loss attributable to the Company		$ (143,629)	$ (131,832)	$ (39,025)	$ (53,179)	$ (50,561)	$ (74,056)	$ (191,264)	$ (43,027)