-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C6IzPtWAzVeB4jQ+0jmXzVxhibcfOx3FFFlV14HQOM+1yhfSj6ILeyIM5/3coQhO 2C6eM7eETJvY3tBz7vETng== 0001193125-10-114837.txt : 20100510 0001193125-10-114837.hdr.sgml : 20100510 20100510171838 ACCESSION NUMBER: 0001193125-10-114837 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100510 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100510 DATE AS OF CHANGE: 20100510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLEAR CHANNEL COMMUNICATIONS INC CENTRAL INDEX KEY: 0000739708 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 741787536 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09645 FILM NUMBER: 10817659 BUSINESS ADDRESS: STREET 1: 200 E BASSE RD CITY: SAN ANTONIO STATE: TX ZIP: 78209 BUSINESS PHONE: 2108222828 MAIL ADDRESS: STREET 1: 200 EAST BASSE ROAD CITY: SAN ANTONIO STATE: TX ZIP: 78209 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-K

 

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): 5/10/2010

 

 

CLEAR CHANNEL COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Commission File Number: 001-9645

 

Texas   74-1787539

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

200 E. Basse Road

San Antonio, TX 78209

(Address of Principal Executive Offices, Including Zip Code)

210-822-2828

(Registrant’s Telephone Number, Including Area Code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Items to be Included in this Report

 

Item 2.02 Results of Operations and Financial Condition

On May 10, 2010, CC Media Holdings, Inc., our indirect parent, and Clear Channel Outdoor Holdings, Inc., our indirect 89%-owned subsidiary, issued press releases announcing their financial results for the quarter ended March 31, 2010.

The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

99.1    Press Release of CC Media Holdings, Inc. issued May 10, 2010.
99.2    Press Release of Clear Channel Outdoor Holdings, Inc. issued May 10, 2010.


Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  CLEAR CHANNEL COMMUNICATIONS, INC.

Date: May 10, 2010

  By:  

/S/ SCOTT D. HAMILTON

    Scott D. Hamilton
    Chief Accounting Officer

 


Index to Exhibits

 

99.1    Press Release of CC Media Holdings, Inc. issued May 10, 2010.
99.2    Press Release of Clear Channel Outdoor Holdings, Inc. issued May 10, 2010.
EX-99.1 2 dex991.htm PRESS RELEASE OF CC MEDIA HOLDINGS, INC. Press Release of CC Media Holdings, Inc.

Exhibit 99.1

CC Media Holdings, Inc. Reports First Quarter 2010 Results

-Revenues increase 5%

-OIBDAN increases 50% with increases across all divisions

 

 

San Antonio, Texas May 10, 2010…CC Media Holdings, Inc. (OTCBB: CCMO) today reported results for its first quarter March 31, 2010.

First Quarter 2010 Results

Mark Mays, President and CEO of CC Media Holdings, commented: “The advertising rebound continued in the first quarter, with business trends improving across many of our markets. As our top line returns to growth, we are demonstrating significant improvement in our operating margin due to the positive impact of our restructuring program.”

Mark Mays further noted, “Advertisers are increasingly recognizing the need to target their core audiences as consumer purchasing activity rebounds and brand competition increases. Our global platform is second to none in delivering highly effective and efficient advertising campaigns in the out-of-home media market. As the economic outlook continues to brighten, we believe we can maximize returns from our businesses as a result of the steps we have taken to strengthen our management team, execute our cost restructuring program and strategically build our digital infrastructure. Given our strategic position and evolving market dynamics, we remain optimistic about our outlook in the year ahead.”

CC Media Holdings reported revenues of $1.26 billion in the first quarter of 2010, an increase of 5% from the $1.21 billion reported for the first quarter of 2009, and revenues would have increased 2% excluding the effects of movements in foreign exchange rates.1

The Company’s operating expenses decreased 5% during the first quarter of 2010 compared to the first quarter of 2009, and would have declined 7% excluding the effects of movements in foreign exchange rates.1 Also included in the Company’s first quarter 2010 operating and corporate expenses are approximately $19.3 million of restructuring charges related to the Company’s restructuring program and $8.1 million of non-cash compensation expense.

The Company’s consolidated net loss in the first quarter of 2010 decreased to $179.6 million compared to a consolidated net loss of $428.0 million for the same period in 2009.

CC Media Holdings’ OIBDAN (defined as Operating income before Depreciation and amortization, Non-cash compensation expense, and Other operating income (expense) – net) was $260.8 million in the first quarter of 2010, a 50% increase from the first quarter of 2009.1


Revenue, Operating Expenses, and OIBDAN by Division

 

(In thousands)    Three Months Ended
March 31,
    %
Change
 
   2010     2009    

Revenue1

      

Radio Broadcasting

   $ 623,199      $ 603,622      3

Americas Outdoor

     270,977        270,187      0

International Outdoor

     337,791        312,029      8

Other

     52,046        41,798      25

Eliminations

     (20,235     (19,649  
                  

Consolidated revenue

   $ 1,263,778      $ 1,207,987      5
                  

Operating expenses 1,2

      

Radio Broadcasting

   $ 429,108      $ 465,522      (8 %) 

Americas Outdoor

     181,755        191,551      (5 %) 

International Outdoor

     305,855        302,997      1

Other

     45,778        50,569      (9 %) 

Eliminations

     (20,235     (19,649  
                  

Consolidated Operating expenses

   $ 942,261      $ 990,990      (5 %) 
                  

OIBDAN1

      

Radio Broadcasting

   $ 194,091      $ 138,100      41

Americas Outdoor

     89,222        78,636      13

International Outdoor

     31,936        9,032      254

Other

     6,268        (8,771  

Corporate

     (60,763     (42,759  
                  

Consolidated OIBDAN

   $ 260,754      $ 174,238      50
                  

 

1

See reconciliations of revenue and operating and corporate expenses excluding the effects of foreign exchange to revenue and excluding foreign exchange and non-cash compensation expense to direct operating expenses, SG&A and corporate expenses and the reconciliation of OIBDAN to net income at the end of this press release.

2

The Company’s operating expenses include Direct operating expenses and SG&A expenses, but exclude non-cash compensation expenses associated with the Company’s stock option grants and restricted stock awards.

In the fourth quarter of 2008, the Company initiated a company-wide strategic review of its costs and organizational structure to identify opportunities to maximize efficiency and realign expenses with its current and long-term business outlook. As of March 31, 2010, the Company had incurred a total of $279.6 million of costs in conjunction with this restructuring program. The results of this program were a contributing factor to the overall decline in the Company’s operating expenses which decreased 5% for the first quarter of 2010 compared to 2009 or 7% when excluding the effects of movements in foreign exchange rates.1

No assurance can be given that the restructuring program will achieve all of the anticipated cost savings in the timeframe expected or at all, or that the cost savings will be sustainable. In addition, the Company may modify or terminate the restructuring program in response to economic conditions or otherwise.

Radio Broadcasting

Radio broadcasting revenue increased $19.6 million during the first quarter of 2010 compared to the same period of 2009, driven primarily by increased national advertising. The increase in national advertising revenue was primarily a result of increased average rates. Increases in national advertising occurred across various markets and advertising categories including retail, automotive, food and beverage, and healthcare.


Operating expenses decreased $36.6 million primarily related to a $12.3 million decline in programming expenses and a $9.9 million decline in compensation expenses. The declines in programming and compensation expenses were primarily a result of cost savings from the Company’s restructuring plan. There was also a decrease of approximately $7.9 million in bad debt expense. During the first quarter of 2009, the Company recorded additional bad debt expense related to specific accounts considered at risk because of the economic environment at the time.

Radio broadcasting OIBDAN for the first quarter of 2010 increased 41% to $194.1 million from $138.1 million for the same period of 2009.

Americas Outdoor Advertising

The Company’s Americas revenues remained flat in the first quarter of 2010 compared to the same period of 2009. During the first quarter of 2010, revenue from posters increased $3.1 million, driven by an increase in occupancy. The Company also saw an increase in airport revenues of approximately $4.8 million as a result of the Vancouver Olympics. Digital displays also contributed to revenue growth. Partially offsetting the increase was a decrease in revenues related to Taxi Media (details regarding Taxi Media’s 2009 quarterly and annual revenues and expenses are provided at the end of the release).

Operating expenses decreased $10.0 million during the first quarter of 2010 compared to the same period of 2009. The decline in operating expenses was a result of the disposition of Taxi Media, partially offset by an increase in site-lease expenses associated with the increase in revenue from posters and airports.

The Company’s Americas OIBDAN for the first quarter of 2010 increased 13% to $89.2 million from $78.6 million for the first quarter of 2009. Excluding the effects of movements in foreign exchange rates1 , the increase in OIBDAN was also 13%.

International Outdoor Advertising

International outdoor revenue increased approximately $25.8 million during the first quarter of 2010 compared to the same period of 2009, primarily as a result of a $25.1 million increase in foreign exchange. A stronger revenue performance from street furniture across countries as well as increased revenues from billboards in the UK were offset by revenue declines in Belgium, primarily due to a contract for a specific event in 2009, and the exit from businesses in Greece, India and the UK Taxi business.

Operating expenses increased $2.8 million primarily due to a $22.5 million increase from movements in foreign exchange. The Company saw a decline in operating expenses, excluding the impact of foreign currency, primarily as a result of lower site lease expense associated with cost savings from the Company’s restructuring program.

The Company’s International OIBDAN for the first quarter of 2010 increased 254% to $31.9 million from $9.0 million for the first quarter of 2009. Excluding the effects of movements in foreign exchange rates1, the increase in OIBDAN was 225%.

Conference Call

Clear Channel Outdoor Holdings, Inc., a publicly traded subsidiary of CC Media Holdings, will be hosting a teleconference to discuss its results today at 5:00 p.m. Eastern Time. The conference call number is 800-260-0702 and the pass code is 155090. The teleconference will also be available via a live audio cast on the investor section of the Clear Channel Outdoor website, located at http://www.clearchanneloutdoor.com/corporate/investor_relations.htm. A replay of the call will be available after the live conference call, beginning at 7:00 p.m. Eastern Time, for a period of one week. The replay numbers are 800-475-6701 (U.S. callers) and 320-365-3844 (International callers) and the pass code is 155090. The audio cast will also be archived on the website and will be available beginning 24 hours after the call for a period of one week.


TABLE 1—Financial Highlights of CC Media Holdings, Inc. and Subsidiaries

 

(In thousands)    Three Months Ended
March 31,
 
   2010     2009  

Revenue

   $ 1,263,778      $ 1,207,987   

Operating expenses:

    

Direct operating expenses (excludes depreciation and amortization)

     597,347        618,349   

Selling, general and administrative expenses (excludes depreciation and amortization)

     349,296        377,536   

Depreciation and amortization

     181,334        175,559   

Corporate expenses (excludes depreciation and amortization)

     64,496        47,635   

Other operating income (expense)—net

     3,772        (2,894
                

Operating income (loss)

     75,077        (13,986

Interest expense

     385,795        387,053   

Equity in earnings (loss) of nonconsolidated affiliates

     1,871        (4,188

Other income (expense) – net

     58,035        (3,180
                

Loss before income taxes

     (250,812     (408,407
                

Income tax benefit (expense)

     71,185        (19,592
                

Consolidated net loss

     (179,627     (427,999

Amount attributable to noncontrolling interest

     (4,213     (9,782
                

Net loss attributable to the Company

   $ (175,414   $ (418,217
                

The Company’s revenue and direct operating and SG&A expenses increased approximately $27.0 million and $23.9 million, respectively, due to the effects of foreign exchange movements during the first quarter of 2010 as compared to the same period of 2009.


TABLE 2—Selected Balance Sheet Information

Selected balance sheet information for March 31, 2010 and December 31, 2009 was:

 

(In millions)    March 31, 2010     December 31, 2009  

Cash

   $ 1,482.3      $ 1,884.0   

Total Current Assets

   $ 3,168.4      $ 3,658.8   

Net Property, Plant and Equipment

   $ 3,259.7      $ 3,332.4   

Total Assets

   $ 17,400.0      $ 18,047.1   

Current Liabilities (excluding current portion of long-term debt)

   $ 1,089.0      $ 1,145.4   

Long-Term Debt (including current portion of long-term debt)

   $ 20,376.9      $ 20,701.9   

Shareholders’ Deficit

   $ (7,054.8   $ (6,844.7

TABLE 3 – Restructuring Program Costs

The Company incurred the following costs in conjunction with its restructuring program:

 

(In millions)    Three Months  Ended
March 31,
  
   2010    2009

Radio Broadcasting

   $ 12.5    $ 12.9

Americas Outdoor

     1.1      2.6

International Outdoor

     1.7      3.2

Other

     1.1      7.1

Corporate

     2.9      7.8
             

Total

   $ 19.3    $ 33.6
             

TABLE 4 – Total Debt

At March 31, 2010 and December 31, 2009, CC Media Holdings had total debt of:

 

(in millions)

   March  31,
2010
    December 31,
2009
 

Senior Secured Credit Facilities

   $ 13,941      $ 13,928   

Other secured debt

     6        5   
                

Total Consolidated Secured Debt

     13,947        13,933   

Senior Cash Pay and Senior Toggle Notes

     1,580        1,711   

Clear Channel Senior Notes

     3,028        3,268   

Subsidiary Senior Notes

     2,500        2,500   

Other long-term debt

     70        78   

Purchase accounting adjustments and original issue discount

     (748     (788
                

Total long term debt (including current portion of long-term debt)

   $ 20,377      $ 20,702   
                


Liquidity and Financial Position

For the quarter ended March 31, 2010, cash flow provided by operating activities was $30.2 million, cash flow used for investing activities was $71.7 million, and cash flow used for financing activities was $360.3 million for a net decrease in cash of $401.7 million.

During the first quarter of 2010, Clear Channel Investments, Inc., the Company’s indirect wholly-owned subsidiary, repurchased $185.2 million aggregate principal amount of Clear Channel’s outstanding senior toggle notes through the open market for $125.0 million.

The senior secured credit facilities currently require Clear Channel to comply on a quarterly basis with a financial covenant limiting the ratio of Clear Channel’s consolidated secured debt, net of cash and cash equivalents, to Clear Channel’s consolidated adjusted EBITDA3 for the preceding four quarters. The maximum ratio under this covenant is currently set at 9.5:1. At March 31, 2010, the Company’s ratio was 7.3:1.

 

3

Clear Channel’s consolidated adjusted EBITDA for the preceding four quarters of $1.7 billion is calculated as operating income for the period before depreciation and amortization, impairment charge, other operating (expense)-net, all as shown on the consolidated statement of operations plus non-cash compensation, and is further adjusted for certain items, including: (i) an increase for expected cost savings (limited to $100.0 million in any twelve month period) of $100 million; (ii) an increase of $22.8 million for cash received from nonconsolidated affiliates; (iii) an increase of $42.0 million for non-cash items; (iv) an increase of $150.1 million related to expenses incurred associated with our cost savings program; and (v) an increase of $22.7 million for various other items.


Supplemental Disclosure Regarding Non-GAAP Financial Information

Operating Income (Loss) before Depreciation and Amortization (D&A), Non-cash Compensation Expense and Other Operating Income (Expense) – Net (OIBDAN)

The following tables set forth the Company’s OIBDAN for the three months ended March 31, 2010 and 2009. The Company defines OIBDAN as consolidated net income (loss) adjusted to exclude non-cash compensation expense and the following line items presented in its Statement of Operations: Income (loss) from discontinued operations; Income tax benefit (expense); Other income (expense)—net; Equity in earnings (loss) of nonconsolidated affiliates; Interest expense; Other operating income (expense) – net; and D&A.

The Company uses OIBDAN, among other things, to evaluate the Company’s operating performance. This measure is among the primary measures used by management for planning and forecasting of future periods, as well as for measuring performance for compensation of executives and other members of management. This measure is an important indicator of the Company’s operational strength and performance of its business because it provides a link between profitability and cash flows from operating activities. It is also a primary measure used by management in evaluating companies as potential acquisition targets.

The Company believes the presentation of this measure is relevant and useful for investors because it allows investors to view performance in a manner similar to the method used by the Company’s management. It helps improve investors’ ability to understand the Company’s operating performance and makes it easier to compare the Company’s results with other companies that have different capital structures, stock option structures or tax rates. In addition, the Company believes this measure is also among the primary measures used externally by the Company’s investors, analysts and peers in its industry for purposes of valuation and comparing the operating performance of the Company to other companies in its industry.

Since OIBDAN is not a measure calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, net income as an indicator of operating performance and may not be comparable to similarly titled measures employed by other companies. OIBDAN is not necessarily a measure of the Company’s ability to fund its cash needs. As it excludes certain financial information compared with operating income and net income (loss), the most directly comparable GAAP financial measures, users of this financial information should consider the types of events and transactions which are excluded.

In addition, because a significant portion of the Company’s advertising operations are conducted in foreign markets, principally the Euro area, the United Kingdom and China, management reviews the operating results from its foreign operations on a constant dollar basis. A constant dollar basis (in which a foreign currency adjustment is made to show the 2010 actual foreign revenues and expenses at average 2009 foreign exchange rates) allows for comparison of operations independent of foreign exchange movements.

As required by the SEC, the Company provides reconciliations below to the most directly comparable amounts reported under GAAP, including (i) OIBDAN for each segment to consolidated operating income; (ii) Revenue excluding foreign exchange effects to revenue; (iii) Expense excluding foreign exchange effects to expenses; (iv) Expense excluding non-cash compensation expense to expenses; and (v) OIBDAN to net income.


Reconciliation of OIBDAN for each segment to Consolidated Operating Income (Loss)

 

(In thousands)    Operating
income (loss)
    Non-cash
compensation
expense
   Depreciation
and
amortization
   Other  operating
income

(expense) – net
    OIBDAN  

Three Months Ended March 31, 2010

       

Radio Broadcasting

   $ 128,410      $ 1,749    $ 63,932    $ —        $ 194,091   

Americas Outdoor

     37,741        2,030      49,451      —          89,222   

International Outdoor

     (20,925     603      52,258      —          31,936   

Other

     (7,328     —        13,596      —          6,268   

Other operating income (expense) – net

     3,772        —        —        (3,772     —     

Corporate

     (66,593     3,733      2,097      —          (60,763
                                      

Consolidated

   $ 75,077      $ 8,115    $ 181,334    $ (3,772   $ 260,754   
                                      

Three Months Ended March 31, 2009

            

Radio Broadcasting

   $ 79,269      $ 1,999    $ 56,832    $ —        $ 138,100   

Americas Outdoor

     29,818        2,168      46,650      —          78,636   

International Outdoor

     (46,882     656      55,258      —          9,032   

Other

     (23,690     72      14,847      —          (8,771

Other operating income (expense) – net

     (2,894     —        —        2,894        —     

Corporate

     (49,607     4,876      1,972      —          (42,759
                                      

Consolidated

   $ (13,986   $ 9,771    $ 175,559    $ 2,894      $ 174,238   
                                      


Reconciliation of Revenue excluding Foreign Exchange Effects to Revenue

 

(In thousands)    Three Months Ended
March 31,
   %
Change
 
   2010     2009   

Consolidated Revenue

   $ 1,263,778      $ 1,207,987    5

Excluding: Foreign exchange (increase) decrease

     (27,032     —     
                 

Revenue excluding effects of foreign exchange

   $ 1,236,746      $ 1,207,987    2
                 

Americas Outdoor revenue

   $ 270,977      $ 270,187    0

Excluding: Foreign exchange (increase) decrease

     (1,974     —     
                 

Americas Outdoor revenue excluding effects of foreign exchange

   $ 269,003      $ 270,187    0
                 

International Outdoor revenue

   $ 337,791      $ 312,029    8

Excluding: Foreign exchange (increase) decrease

     (25,058     —     
                 

International Outdoor revenue excluding effects of foreign exchange

   $ 312,733      $ 312,029    0
                 

Reconciliation of Expense (Direct Operating and SG&A Expenses) excluding Foreign Exchange Effects to Expense

 

(In thousands)    Three Months Ended
March 31,
   %
Change
 
   2010     2009   

Consolidated expense

   $ 946,643      $ 995,885    (5 %) 

Excluding: Foreign exchange (increase) decrease

     (23,879     —     
                 

Consolidated expense excluding effects of foreign exchange

   $ 922,764      $ 995,885    (7 %) 
                 

Americas Outdoor expense

   $ 183,785      $ 193,719    (5 %) 

Excluding: Foreign exchange (increase) decrease

     (1,385     —     
                 

Americas Outdoor expense excluding effects of foreign exchange

   $ 182,400      $ 193,719    (6 %) 
                 

International Outdoor expense

   $ 306,458      $ 303,653    1

Excluding: Foreign exchange (increase) decrease

     (22,494     —     
                 

International Outdoor expense excluding effects of foreign exchange

   $ 283,964      $ 303,653    (6 %) 
                 


Reconciliation of OIBDAN excluding Foreign Exchange Effects to OIBDAN

 

(In thousands)    Three Months Ended
March 31,
   %
Change
 
   2010     2009   

Consolidated OIBDAN

   $ 260,754      $ 174,238    50

Excluding: Foreign exchange (increase) decrease

     (3,153     —     
                 

Consolidated OIBDAN excluding effects of foreign exchange

   $ 257,601      $ 174,238    48 % 
                 

Americas Outdoor OIBDAN

   $ 89,222      $ 78,636    13

Excluding: Foreign exchange (increase) decrease

     (589     —     
                 

Americas Outdoor OIBDAN excluding effects of foreign exchange

   $ 88,633      $ 78,636    13 % 
                 

International Outdoor OIBDAN

   $ 31,936      $ 9,032    254

Excluding: Foreign exchange (increase) decrease

     (2,564     —     
                 

International Outdoor OIBDAN excluding effects of foreign exchange

   $ 29,372      $ 9,032    225 % 
                 

Reconciliation of Expense (Direct Operating and SG&A Expenses excluding Non-cash compensation expense to Expense)

 

(In thousands)    Three Months Ended
March 31,
    %
Change
 
   2010     2009    

Radio Broadcasting

   $ 430,857      $ 467,521      (8 %) 

Less: Non-cash compensation expense

     (1,749     (1,999  
                  
     429,108        465,522      (8 %) 

Americas Outdoor

     183,785        193,719      (5 %) 

Less: Non-cash compensation expense

     (2,030     (2,168  
                  
     181,755        191,551      (5 %) 

International Outdoor

     306,458        303,653      1

Less: Non-cash compensation expense

     (603     (656  
                  
     305,855        302,997      1

Other

     45,778        50,641      (10 %) 

Less: Non-cash compensation expense

     —          (72  
                  
     45,778        50,569      (9 %) 

Eliminations

     (20,235     (19,649  

Plus: Non-cash compensation expense

     4,382        4,895     
                  

Consolidated divisional operating expenses

   $ 946,643      $ 995,885      (5 %) 
                  


Reconciliation of OIBDAN to Net income

 

(In thousands)    Three Months Ended
March 31,
    %
Change
 
   2010     2009    

OIBDAN

   $ 260,754      $ 174,238      50

Non-cash compensation expense

     8,115        9,771     

Depreciation and amortization

     181,334        175,559     

Other operating income (expense) – net

     3,772        (2,894  
                  

Operating income (expense)

     75,077        (13,986  

Interest expense

     385,795        387,053     

Equity in earnings (loss) of nonconsolidated affiliates

     1,871        (4,188  
      

Other income (expense) – net

     58,035        (3,180  
                  

Loss before income taxes

     (250,812     (408,407  
      

Income tax benefit (expense)

     71,185        (19,592  
                  

Consolidated net loss

     (179,627     (427,999  

Amount attributable to noncontrolling interest

     (4,213     (9,782  
                  

Net loss attributable to the Company

   $ (175,414 )    $ (418,217 )   
                  

Disposition of Taxi Business

On December 31, 2009, the Company disposed of Clear Channel Taxi Media, LLC (“Taxis”), its taxi advertising business. 2009 quarterly revenues, Direct operating expenses and SG&A expenses associated with the divested business are provided below.

 

(in millions)    Three  Months
Ending

3/31/09
   Three  Months
Ending

6/30/09
   Three  Months
Ending

9/30/09
   Three  Months
Ending

12/31/09
   Full  Year
2009

Revenues

   $ 8.9    $ 10.8    $ 9.8    $ 12.0    $ 41.5

Direct Oper. Expenses

   $ 9.6    $ 10.3    $ 9.6    $ 10.3    $ 39.8

SG&A Expenses

   $ 2.6    $ 2.7    $ 2.4    $ 2.8    $ 10.5

About CC Media Holdings, Inc.

CC Media Holdings, the parent company of Clear Channel Communications, is a global media and entertainment company specializing in mobile and on-demand entertainment and information services for local communities and premier opportunities for advertisers. The company’s businesses include radio and outdoor displays.

For further information contact: Lisa Dollinger, Chief Communications Officer, (210) 832-3474, or visit the Company’s web site at www.clearchannel.com.

Certain statements in this release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of CC Media Holdings and its subsidiaries, including Clear Channel Communications, Inc. to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The words or phrases “guidance,” “believe,” “expect,” “anticipate,” “estimates” and “forecast” and similar words or expressions are intended to identify such forward-looking statements. In addition, any statements that refer to expectations or other characterizations of future events or circumstances are forward-looking statements.


Various risks that could cause future results to differ from those expressed by the forward-looking statements included in this release include, but are not limited to: changes in business, political and economic conditions in the U.S. and in other countries in which the Company currently does business (both general and relative to the advertising industry); fluctuations in interest rates; changes in operating performance; shifts in population and other demographics; changes in the level of competition for advertising dollars; fluctuations in operating costs; technological changes and innovations; changes in labor conditions; changes in governmental regulations and policies and actions of regulatory bodies; fluctuations in exchange rates and currency values; changes in tax rates; and changes in capital expenditure requirements; access to capital markets and changes in credit ratings. Other unknown or unpredictable factors also could have material adverse effects on the Company’s future results, performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this release may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this document. Other key risks are described in the Company’s reports filed with the U.S. Securities and Exchange Commission, including in the section entitled “Item 1A. Risk Factors” of CC Media Holdings’ Annual Report on Form 10-K for the period ended December 31, 2009. Except as otherwise stated in this release, the Company does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

EX-99.2 3 dex992.htm PRESS RELEASE OF CLEAR CHANNEL OUTDOOR HOLDINGS, INC. Press Release of Clear Channel Outdoor Holdings, Inc.

Exhibit 99.2

Clear Channel Outdoor Reports First Quarter 2010 Results

-Revenues increase 5%

-OIBDAN increases 36%

 

 

San Antonio, Texas May 10, 2010 Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) today reported results for the first quarter ended March 31, 2010.

First Quarter 2010 Results

“Our first quarter results reflect the market leadership of our asset base in an improving advertising environment, as well as the positive impact of our restructuring initiatives,” said Mark Mays, CEO of Clear Channel Outdoor. “The full effect of the recovering ad market on our top line was offset in part by our divestiture of non-strategic and less profitable assets, which impacted our results in the prior year’s first quarter. Our restructuring plan is producing tangible results, as evidenced by the decrease to our cost structure and the subsequent improvement in our profit margins.”

Mark Mays further noted, “Given the scale and scope of our worldwide platform in connecting brands with millions of consumers, we believe our value proposition for advertisers is exceptional. Looking ahead, we remain focused on executing our plan to drive innovation across our platform, maximize our revenues and generate improved cash flows for our shareholders.”

The Company reported revenues of $608.8 million in the first quarter of 2010, a 5% increase from the $582.2 million reported for the first quarter of 2009, and excluding the effects of movements in foreign exchange rates, the revenue increase would have been relatively flat.1

Clear Channel Outdoor’s operating expenses decreased 1% for the first quarter of 2010 compared to 2009. The decline in expenses would have been 6% excluding the effects of movements in foreign exchange rates.1 Also included in the Company’s direct operating expenses, SG&A expenses and corporate expenses for the first quarter of 2010 are $4.0 million of restructuring charges and approximately $2.7 million of non-cash compensation expense.

Clear Channel Outdoor’s consolidated net loss was $48.8 million or $0.14 per diluted share during the first quarter of 2010. This compares to a consolidated net loss of $91.4 million, or $0.25 per diluted share, for the first quarter of 2009.

The Company’s OIBDAN was $100.5 million for the first quarter of 2010, a 36% increase from the first quarter of 2009. The Company defines OIBDAN, a non-GAAP financial measure, as Operating income before Depreciation and amortization, Non-cash compensation expense, and Other operating income (expense) – net.


Revenue, Operating Expenses and OIBDAN by Segment

 

(In thousands)             
      Three Months Ended
March 31,
    %
Change
 
     2010     2009    

Revenue1

      

Americas

   $ 270,977      $ 270,187      0

International

     337,791        312,029      8
                  

Consolidated revenue

   $ 608,768      $ 582,216      5
                  

Operating Expenses1 ,2

      

Americas

   $ 181,755      $ 191,551      (5 %) 

International

     305,855        302,997      1
                  

Consolidated operating expenses

   $ 487,610      $ 494,548      (1 %) 
                  

OIBDAN1

    

Americas

   $ 89,222      $ 78,636      13

International

     31,936        9,032      254

Corporate

     (20,688     (14,024  
                  

Consolidated OIBDAN

   $ 100,470      $ 73,644      36
                  

 

1

See reconciliations of revenue and operating and corporate expenses excluding the effects of foreign exchange and excluding non-cash compensation expense to revenue, direct operating expenses, SG&A and corporate expenses and the reconciliation of OIBDAN to net income at the end of this press release.

2

The Company’s operating expenses include Direct operating expenses and SG&A expenses but exclude non-cash compensation expense associated with the Company’s stock option grants.

In the fourth quarter of 2008, the Company initiated a company-wide strategic review of its costs and organizational structure to identify opportunities to maximize efficiency and realign expenses with the Company’s current and long-term business outlook. As of March 31, 2010, the Company had incurred a total of $92.7 million of costs in conjunction with the restructuring program. The results of this program were a contributing factor to the overall decline in the Company’s operating expenses which decreased 1% for the first quarter of 2010 compared to 2009 or 6% when excluding the effects of movements in foreign exchange rates.1

No assurance can be given that the restructuring program will achieve all of the anticipated cost savings in the timeframe expected or at all, or that the cost savings will be sustainable. In addition, the Company may modify or terminate the restructuring program in response to economic conditions or otherwise.

Americas

The Company’s Americas revenues remained flat in the first quarter of 2010 compared to the same period of 2009. During the first quarter of 2010, revenue from posters increased $3.1 million, driven by an increase in occupancy. The Company also saw an increase in airport revenues of approximately $4.8 million as a result of the Vancouver Olympics. Digital displays also contributed to revenue growth. Partially offsetting the increase was a decrease in revenues related to Taxi Media (details regarding Taxi Media’s 2009 quarterly and annual revenues and expenses are provided at the end of the release).


Operating expenses decreased $10.0 million during the first quarter of 2010 compared to the same period of 2009. The decline in operating expenses was a result of the disposition of Taxi Media, partially offset by an increase in site-lease expenses associated with the increase in revenue from posters and airports.

The Company’s Americas OIBDAN for the first quarter of 2010 increased 13% to $89.2 million from $78.6 million for the first quarter of 2009. Excluding the effects of movements in foreign exchange rates1, the increase in OIBDAN was also 13%.

As of March 31, 2010, the Company had deployed a total of 485 digital displays in 34 U.S. markets. This includes 28 digital displays that were installed during the first quarter of 2010.

International

International outdoor revenue increased approximately $25.8 million during the first quarter of 2010 compared to the same period of 2009, primarily as a result of a $25.1 million increase in foreign exchange. A stronger revenue performance from street furniture across countries as well as increased revenues from billboards in the UK were offset by revenue declines in Belgium, primarily due to a contract for a specific event in 2009, and the exit from businesses in Greece, India and the UK Taxi business.

Operating expenses increased $2.8 million primarily due to a $22.5 million increase from movements in foreign exchange. The Company saw a decline in operating expenses, excluding the impact of foreign currency, primarily as a result of lower site lease expense associated with cost savings from the Company’s restructuring program.

The Company’s International OIBDAN for the first quarter of 2010 increased 254% to $31.9 million from $9.0 million for the first quarter of 2009. Excluding the effects of movements in foreign exchange rates1, the increase in OIBDAN was 225%.

Conference Call

The Company will host a teleconference to discuss results today at 5:00 p.m. Eastern Time. The conference call number is 800-260-0702 and the pass code is 155090. The teleconference will also be available via a live audio cast on the investor section of the Clear Channel Outdoor website, located at http://www.clearchanneloutdoor.com/corporate/investor_relations.htm. A replay of the call will be available after the live conference call, beginning at 7:00 p.m. Eastern Time, for a period of one week. The replay numbers are 800-475-6701 (U.S. callers) and 320-365-3844 (International callers) and the pass code is 155090. The audio cast will also be archived on the website and will be available beginning 24 hours after the call for a period of one week.


TABLE 1 - Financial Highlights of Clear Channel Outdoor Holdings, Inc. and Subsidiaries

 

(In thousands, except per share data)    Three Months Ended
March 31,
 
     2010     2009  

Revenue

   $  608,768      $ 582,216   

Direct operating expenses

     378,886        379,608   

Selling, general and administrative expenses

     111,357        117,764   

Corporate expenses

     20,772        14,246   

Depreciation and amortization

     101,709        101,908   

Other operating income (expense) – net

     1,018        4,612   
                

Operating loss

     (2,938     (26,698

Interest expense – net

     54,905        38,773   

Equity in loss of nonconsolidated affiliates

     (803     (2,293

Other expense – net

     (837     (3,168
                

Loss before income taxes

     (59,483     (70,932

Income tax benefit (expense)

     10,704        (20,423
                

Consolidated net loss

     (48,779     (91,355

Amount attributable to noncontrolling interest

     (997     (3,475
                

Net loss attributable to the Company

   $ (47,782   $ (87,880
                

Diluted net loss per share

   $ (0.14   $ (0.25
                

Weighted average shares outstanding – Diluted

     355,461        355,331   

The Company’s revenue and direct operating and SG&A expenses increased approximately $27.0 million and $23.9 million, respectively, due to the effects of foreign exchange movements during the first quarter of 2010 as compared to the same period of 2009.


TABLE 2 - Selected Balance Sheet Information

Selected balance sheet information for March 31, 2010 and December 31, 2009 was:

 

(In millions)    March 31,
2010
   December 31,
2009

Cash

   $ 588.6    $ 609.4

Total Current Assets

   $ 1,554.3    $ 1,640.5

Net Property, Plant and Equipment

   $ 2,385.0    $ 2,440.6

Due from Clear Channel Communications

   $ 160.5    $ 123.3

Total Assets

   $ 7,051.7    $ 7,192.4

Current Liabilities (excluding current portion of long-term debt)

   $ 723.2    $ 724.0

Long-Term Debt (including current portion of long-term debt)

   $ 2,577.1    $ 2,608.9

Shareholders’ Equity

   $ 2,673.2    $ 2,761.4

TABLE 3 – Restructuring Costs

The Company incurred the following costs, included in Direct operating, SG&A and Corporate expenses, in conjunction with its restructuring program:

 

(In millions)     
     Three Months
Ended

March 31,
     2010    2009

Americas

   $ 1.1    $ 2.6

International

     1.7      3.2

Corporate

     1.2      1.1
             

Total

   $ 4.0    $ 6.9
             

TABLE 4 - Total Debt

At March 31, 2010, Clear Channel Outdoor had total debt of:

 

(In millions)    March 31,
2010
   December 31,
2009

Bank Credit Facility

   $ 5.0    $ 30.0

Clear Channel Worldwide Holdings Senior Notes:

     

9.25% Series A Senior Notes Due 2017

     500.0      500.0

9.25% Series B Senior Notes Due 2017

     2,000.0      2,000.0

Other Debt

     72.1      78.9
             

Total

     2,577.1      2,608.9

Cash

     588.6      609.4
             

Net Debt

   $ 1,988.5    $ 1,999.5
             


The current portion of long-term debt, which is included in Other Debt, was $43.0 million as of March 31, 2010.

Liquidity and Financial Position

For the quarter ended March 31, 2010, cash flow provided by operating activities was $111.1 million, cash flow used for investing activities was $58.0 million, cash flow used for financing activities was $70.5 million, and the effect of exchange rate changes on cash was $3.5 million for a net decrease in cash of $20.8 million.

The Clear Channel Worldwide Holdings, Inc. Notes indenture restricts the Company’s ability to incur additional indebtedness and pay dividends based on an incurrence test. In order to incur additional indebtedness, the Company’s debt to adjusted EBITDA ratios (as defined by the indenture) must be lower than 6.5:1 and 3.25:1 for total debt and senior debt, respectively. Similarly, in order for the Company to pay dividends from the proceeds of indebtedness or the proceeds from asset sales, the Company’s debt to adjusted EBITDA ratios (as defined by the indenture) must be lower than 6.0:1 and 3.0:1 for total debt and senior debt, respectively. If these ratios are not met, the Company has certain exceptions that allow the Company to incur additional indebtedness and pay dividends, such as a $500 million exception for the payment of dividends.

Consolidated leverage, defined as total debt divided by the trailing 12-month EBITDA was 3.7:1 at March 31, 2010, and senior leverage, defined as senior debt divided by the trailing twelve month EBITDA was also 3.7:1 at March 31, 2010. The Company’s adjusted EBITDA of $690.6 million is calculated as the trailing twelve months operating income before depreciation and amortization, impairment charge, other operating income – net, plus non-cash compensation, and is further adjusted for certain items, including: (i) an increase for expected cost savings (limited to $58.8 million in any twelve month period) of $33.8 million; (ii) an increase of $29.3 million for non-cash items; (iii) an increase of $50.2 million related to expenses incurred associated with our cost savings program; and (iv) an increase of $15.1 million for various other items.


Supplemental Disclosure Regarding Non-GAAP Financial Information

Operating Income (Loss) before Depreciation and Amortization (D&A), Non-cash Compensation Expense and Other Operating Income - Net (OIBDAN)

The following tables set forth Clear Channel Outdoor’s OIBDAN for the three months ended March 31, 2010 and 2009. The Company defines OIBDAN as consolidated net income (loss) adjusted to exclude non-cash compensation expense and the following line items presented in its Statement of Operations: Income tax benefit (expense); Other income (expense)—net; Equity in earnings (loss) of nonconsolidated affiliates; Interest expense; Other operating income (expense) – net; and D&A. The Company uses OIBDAN, among other things, to evaluate the Company’s operating performance. This measure is among the primary measures used by management for planning and forecasting of future periods, as well as for measuring performance for compensation of executives and other members of management. This measure is an important indicator of the Company’s operational strength and performance of its business because it provides a link between profitability and cash flows from operating activities. It is also a primary measure used by management in evaluating companies as potential acquisition targets.

The Company believes the presentation of this measure is relevant and useful for investors because it allows investors to view performance in a manner similar to the method used by the Company’s management. The Company believes it helps improve investors’ ability to understand the Company’s operating performance and makes it easier to compare the Company’s results with other companies that have different capital structures, stock option structures or tax rates. In addition, the Company believes this measure is also among the primary measures used externally by the Company’s investors, analysts and peers in its industry for purposes of valuation and comparing the operating performance of the Company to other companies in its industry.

Since OIBDAN is not a measure calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, net income as an indicator of operating performance and may not be comparable to similarly titled measures employed by other companies. OIBDAN is not necessarily a measure of the Company’s ability to fund its cash needs. As it excludes certain financial information compared with operating income and net income (loss), the most directly comparable GAAP financial measures, users of this financial information should consider the types of events and transactions that are excluded.

In addition, because a significant portion of the Company’s advertising operations are conducted in foreign markets, principally the Euro area, the United Kingdom and China, management reviews the operating results from its foreign operations on a constant dollar basis. A constant dollar basis (in which a foreign currency adjustment is made to show the 2010 actual foreign revenues and expenses at average 2009 foreign exchange rates) allows for comparison of operations independent of foreign exchange movements.

As required by the SEC, the Company provides reconciliations below to the most directly comparable amounts reported under GAAP, including: (i) OIBDAN for each segment to consolidated operating income; (ii) Revenue excluding foreign exchange effects to revenue; (iii) Expense excluding foreign exchange effects to expense; (iv) Expense excluding non-cash compensation expense to expenses and (v) OIBDAN to net income.


Reconciliation of OIBDAN for each segment to Consolidated Operating Income (Loss)

 

(In thousands)    Operating
Income  (loss)
    Non-cash
compensation
expense
   Depreciation
and amortization
   Other operating
income – net
    OIBDAN  

Three Months Ended March 31, 2010

       

Americas

   $ 37,741      $ 2,030    $ 49,451    $ —        $ 89,222   

International

     (20,925     603      52,258      —          31,936   

Corporate

     (20,772     84      —        —          (20,688

Other operating income – net

     1,018        —        —        (1,018     —     
                                      

Consolidated

   $ (2,938   $ 2,717    $ 101,709    $ (1,018   $ 100,470   
                                      

Three Months Ended March 31, 2009

            

Americas

   $ 29,818      $ 2,168    $ 46,650    $ —        $ 78,636   

International

     (46,882     656      55,258      —          9,032   

Corporate

     (14,246     222      —        —          (14,024

Other operating income – net

     4,612        —        —        (4,612     —     
                                      

Consolidated

   $ (26,698   $ 3,046    $ 101,908    $ (4,612   $ 73,644   
                                      

Reconciliation of Revenue excluding Foreign Exchange Effects to Revenue

 

(In thousands)    Three Months Ended
March 31,
   %
Change
 
     2010     2009   

Revenue

   $ 608,768      $ 582,216    5

Excluding: Foreign exchange decrease (increase)

     (27,032     —     
                 

Revenue excluding effects of foreign exchange

   $ 581,736      $ 582,216    0
                 

International revenue

   $ 337,791      $ 312,029    8

Excluding: Foreign exchange decrease (increase)

     (25,058     —     
                 

International revenue excluding effects of foreign exchange

   $ 312,733      $ 312,029    0
                 


Reconciliation of Expense (Direct Operating and SG&A Expenses) excluding Foreign Exchange Effects to Expense

 

(In thousands)    Three Months Ended
March 31,
   %
Change
 
     2010     2009   

Expense

   $ 490,243      $ 497,372    (1 %) 

Excluding: Foreign exchange decrease (increase)

     (23,879     —     
                 

Expense excluding effects of foreign exchange

   $ 466,364      $ 497,372    (6 %) 
                 

International expense

   $ 306,458      $ 303,653    1

Excluding: Foreign exchange decrease (increase)

     (22,494     —     
                 

International expense excluding effects of foreign exchange

   $ 283,964      $ 303,653    (6 %) 
                 

Reconciliation of OIBDAN excluding Foreign Exchange Effects to OIBDAN

 

(In thousands)    Three Months Ended
March 31,
   %
Change
 
     2010     2009   

OIBDAN

   $ 100,470      $ 73,644    36

Excluding: Foreign exchange decrease (increase)

     (3,153     —     
                 

OIBDAN excluding effects of foreign exchange

   $ 97,317      $ 73,644    32
                 

International OIBDAN

   $ 31,936      $ 9,032    254

Excluding: Foreign exchange decrease (increase)

     (2,564     —     
                 

International OIBDAN excluding effects of foreign exchange

   $ 29,372      $ 9,032    225
                 

Reconciliation of Expense (Direct Operating and SG&A Expenses) excluding Non-cash compensation expense

 

(In thousands)    Three Months Ended
March 31,
    %
Change
 
     2010     2009    

Americas Outdoor

     183,785        193,719      (5 %) 

Less: Non-cash compensation expense

     (2,030     (2,168  
                  
     181,755        191,551      (5 %) 

International Outdoor

     306,458        303,653      1

Less: Non-cash compensation expense

     (603     (656  
                  
     305,855        302,997      1

Plus: Non-cash compensation expense

     2,633        2,824     
                  

Consolidated divisional operating expenses

   $ 490,243      $ 497,372      (1 %) 
                  


Reconciliation of OIBDAN to Net income (loss)

 

(In thousands)    Three Months Ended
March 31,
    %
Change
 
     2010     2009    

OIBDAN

   $ 100,470      $ 73,644      36

Non-cash compensation expense

     2,717        3,046     

Depreciation and amortization

     101,709        101,908     

Other operating income – net

     1,018        4,612     
                  

Operating loss

     (2,938     (26,698  

Interest expense – net

     54,905        38,773     

Equity in loss of nonconsolidated affiliates

     (803     (2,293  

Other expense – net

     (837     (3,168  
                  

Loss before income taxes

     (59,483     (70,932  

Income tax benefit (expense)

     10,704        (20,423  
                  

Consolidated net loss

     (48,779     (91,355  

Amount attributable to noncontrolling interest

     (997     (3,475  
                  

Net loss attributable to the Company

   $ (47,782   $ (87,880  
                  

Disposition of Taxi Business

On December 31, 2009, the Company disposed of Clear Channel Taxi Media, LLC (“Taxis”), its taxi advertising business. 2009 quarterly revenues and operating expenses associated with the divested business are provided below.

 

(in millions)    Three Months
Ending

3/31/09
   Three Months
Ending

6/30/09
   Three Months
Ending

9/30/09
   Three Months
Ending

12/31/09
   Full Year
2009

Revenues

   $ 8.9    $ 10.8    $ 9.8    $ 12.0    $ 41.5

Direct Oper. Expenses

   $ 9.6    $ 10.3    $ 9.6    $ 10.3    $ 39.8

SG&A Expenses

   $ 2.6    $ 2.7    $ 2.4    $ 2.8    $ 10.5

About Clear Channel Outdoor Holdings

Clear Channel Outdoor, headquartered in San Antonio, Texas, is a global leader in the outdoor advertising industry providing clients with advertising opportunities through billboards, street furniture displays, transit displays, and other out-of-home advertising displays.

For further information contact: Lisa Dollinger, Chief Communications Officer, (210) 832-3474, or visit the Company’s web site at www.clearchanneloutdoor.com.

Certain statements in this release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Clear Channel Outdoor to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The words or phrases “guidance,” “believe,” “expect,” “anticipate,” “estimates” and “forecast” and similar words or expressions are intended to identify such forward-looking statements. In addition, any statements that refer to expectations or other characterizations of future events or circumstances are forward-looking statements.


Various risks that could cause future results to differ from those expressed by the forward-looking statements included in this release include, but are not limited to: changes in business, political and economic conditions in the U.S. and in other countries in which Clear Channel Outdoor currently does business (both general and relative to the advertising industry); fluctuations in interest rates; changes in operating performance; shifts in population and other demographics; changes in the level of competition for advertising dollars; fluctuations in operating costs; technological changes and innovations; changes in labor conditions; changes in governmental regulations and policies and actions of regulatory bodies; fluctuations in exchange rates and currency values; changes in tax rates; and changes in capital expenditure requirements and access to capital markets. Other unknown or unpredictable factors also could have material adverse effects on Clear Channel Outdoor’s future results, performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this release may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this release. Other key risks are described in Clear Channel Outdoor’s reports and other documents filed with the U.S. Securities and Exchange Commission, including in the section entitled “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the period ended December 31, 2009. Except as otherwise stated in this document, Clear Channel Outdoor does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

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