Table of Contents

Delaware		7312		86-0812139
(State or other jurisdiction of incorporation or organization)		(Primary standard industrial classification code number)		(I.R.S. employer identification number)

Daryl L. Lansdale, Jr., Esq. Fulbright & Jaworski L.L.P. 300 Convent Street, Suite 2200 San Antonio, Texas 78205 Telephone: (210) 224-5575 Facsimile: (210) 270-7205		John W. White, Esq. Cravath, Swaine & Moore LLP 825 Eighth Avenue New York, New York 10019 Telephone: (212) 474-1000 Facsimile: (212) 474-3700

Proposed Maximum

Proposed Maximum

Title of Each Class of

Amount to

Offering Price

Aggregate Offering

Amount of

Securities to be Registered

be Registered

per Share

Price(1)(2)

Registration Fee

Class A Common Stock, $0.01 par value per share

40,250,000 shares

$22.00

$885,500,000

$104,224(3)

(1)	Includes shares to be sold upon exercise of the underwriters’ option to purchase additional shares of Class A common stock. See “Underwriting.”
(2)	Estimated solely for the purpose of calculating the registration fee under Rule 457(a) of the Securities Act of 1933, as amended.
(3)	Of this amount, $41,195 has been previously paid.

---

Table of Contents

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

		Per Share				Total
Initial public offering price		$				$
Underwriting discount		$				$
Proceeds, before expenses, to us		$				$

	JPMorgan

	Merrill Lynch & Co.

	UBS Investment Bank

	Bear, Stearns & Co. Inc.

	Credit Suisse First Boston

A.G. Edwards	Allen & Company LLC	Barrington Research

Harris Nesbitt	SunTrust Robinson Humphrey	Wachovia Securities

---

Table of Contents

---

Table of Contents

1

---

Table of Contents

2

---

Table of Contents

3

---

Table of Contents

4

---

Table of Contents

5

---

Table of Contents

6

---

Table of Contents

7

---

Table of Contents

8

---

Table of Contents

9

---

Table of Contents

10

---

Table of Contents

11

---

Table of Contents

12

---

Table of Contents

	We have incurred net losses and may experience future net losses, which could adversely affect our stock price.

	Government regulation of outdoor advertising may restrict our outdoor advertising operations.

13

---

Table of Contents

	We face intense competition in the outdoor advertising industry that may adversely affect the advertising fees we can charge, and consequently lower our operating margins and profits.

	•	our competitors offering reduced advertising rates, which we may be unable or unwilling to match;
	•	our competitors adopting technological changes and innovations that we are unable to adopt or are delayed in adopting and that offer more attractive advertising alternatives than those we currently offer;
	•	shifts in the general population or specific demographic groups to markets where we have fewer outdoor advertising displays;
	•	our competitors securing more effective advertising sites than those sites where our displays are located;
	•	our competitors’ abilities to complete and integrate acquisitions better than our ability to complete and integrate acquisitions;
	•	our inability to secure street furniture contracts on favorable terms; and
	•	development, governmental actions and strategic trading or retirement of displays, which, excluding acquisitions, may result in a reduction of our existing displays and increased competition for attractive display locations.

14

---

Table of Contents

	Doing business in foreign countries creates certain risks not involved in doing business in the United States that may disrupt our international operations or cause us to realize lower returns from our international operations.

	•	exposure to local economic conditions, foreign exchange restrictions and restrictions on the withdrawal of foreign investment and earnings, investment restrictions or requirements, expropriations of property and changes in foreign taxation structures, each of which could reduce our profit from international operations;
	•	potential adverse changes in the diplomatic relations of foreign countries with the United States and government policies against businesses owned by foreigners, each of which could affect our ability to continue operations in or enter into an otherwise profitable market;
	•	changes in foreign regulations, such as the decision in France to lift the ban on retail advertising on television by 2007;
	•	hostility from local populations, potential instability of foreign governments and risks of insurrections, each of which could disrupt our ability to conduct normal business operations; and
	•	risks of renegotiation or modification of existing agreements with governmental authorities and diminished ability to legally enforce our contractual rights in foreign countries, each of which could cause financial losses in otherwise profitable operations.

	Exchange rates may cause fluctuations in our results of operations that are not related to our operations.

	Our results of operations vary from quarter to quarter, and our financial performance in certain financial quarters may not be indicative of or comparable to our financial performance in subsequent financial quarters.

15

---

Table of Contents

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

	Future acquisitions of businesses or properties could have adverse consequences on our existing business or assets.

	•	possible failures of our acquisitions to be profitable or to generate anticipated cash flows, which could affect our overall profitability and cash flows;
	•	entry into markets and geographic areas where our competitors are operating but where we have limited or no experience;
	•	potential difficulties in integrating our operations and systems with those of acquired companies, causing delays in realizing the potential benefits of acquisitions;
	•	diversion of our management team’s attention away from other business concerns; and
	•	loss of key employees of acquired companies or the inability to recruit additional senior management to supplement or replace senior management of acquired companies.

	Antitrust regulations may limit future acquisitions due to our current inventory of advertising properties in certain markets.

	The lack of availability of potential acquisitions at reasonable prices could harm our growth strategy.

16

---

Table of Contents

	After this offering, we will have substantial debt obligations that could restrict our operations and impair our financial condition.

	•	increasing our vulnerability to adverse economic, regulatory and industry conditions;
	•	limiting our ability to compete and our flexibility in planning for, or reacting to, changes in our business and the industry;
	•	limiting our ability to borrow additional funds; and
	•	requiring us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for working capital, capital expenditures, acquisitions and other purposes.

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

17

---

Table of Contents

	The $2.5 billion intercompany note and agreements with Clear Channel Communications impose restrictions on our ability to finance operations and capital needs, make acquisitions or engage in other business activities and requires prepayment from substantially all proceeds from debt or equity raised by us.

	•	incur additional debt;
	•	pay dividends and make distributions;
	•	make certain acquisitions and investments;
	•	repurchase our stock;
	•	create liens;
	•	enter into transactions with affiliates;
	•	enter into sale-leaseback transactions;
	•	dispose of all or substantially all of our assets; and
	•	merge or consolidate.

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

	A general deterioration in economic conditions may cause our clients to reduce their advertising budgets or to choose advertising plans other than outdoor advertising.

18

---

Table of Contents

	Our outdoor advertising properties and revenues may be adversely affected by the occurrence of extraordinary events.

	We have no operating history as an independent company and our historical and pro forma combined financial information is not necessarily representative of the results we would have achieved as an independent publicly traded company and may not be a reliable indicator of our future results.

	•	Our historical and pro forma combined financial results reflect allocations of corporate expenses from Clear Channel Communications. Those allocations may be different from the comparable expenses we would have incurred had we operated as an independent publicly traded company.
	•	Our working capital requirements and capital for our general corporate purposes, including acquisitions and capital expenditures, historically have been satisfied as part of the corporate-wide cash management policies of Clear Channel Communications. Subsequent to this offering, Clear Channel Communications will not be required to provide us with funds to finance our working capital or other cash requirements. Without the opportunity to obtain financing from Clear Channel Communications, we may in the future need to obtain additional financing from banks, or through public offerings or private placements of debt or equity securities, strategic relationships or other arrangements. We may have a credit rating that is lower than Clear Channel Communications’ credit rating and may incur debt on terms and at interest rates that will not be as favorable as those generally enjoyed by Clear Channel Communications.
	•	Significant changes may occur in our cost structure, management, financing and business operations as a result of our operating as an independent public subsidiary of Clear Channel Communications. These changes could result in increased costs associated with reduced economies of scale, stand-alone costs for services currently provided by Clear Channel Communications, the need for additional personnel to perform services currently provided by Clear Channel Communications and the legal, accounting, compliance and other costs associated with being a public company with equity securities listed on a national stock exchange. We are obligated to continue to use the services of Clear Channel Communications under the Corporate Services Agreement until such time as Clear Channel Communications owns less than 50% of the total voting power of our common stock, or longer for certain information technology services, and, in the event our Corporate Services Agreement with Clear Channel Communications terminates, we may not be able to replace the services that Clear Channel Communications provides us until such time or in a timely manner or on comparable terms.

19

---

Table of Contents

	•	Pursuant to a cash management arrangement, substantially all of our cash generated from our domestic operations will be transferred daily by Clear Channel Communications into accounts where funds of ours and of Clear Channel Communications may be commingled. The amounts so held by Clear Channel Communications will be evidenced in a cash management note issued by Clear Channel Communications to us. We do not have a commitment from Clear Channel Communications to advance funds to us, and we will have no access to the cash transferred from our concentration account to the master account of Clear Channel Communications. If Clear Channel Communications were to become insolvent, we would be an unsecured creditor like other unsecured creditors of Clear Channel Communications and could experience a liquidity shortfall.

	Because Clear Channel Communications controls substantially all the voting power of our common stock, investors will not be able to affect the outcome of any stockholder vote.

	Conflicts of interest may arise between Clear Channel Communications and us that could be resolved in a manner unfavorable to us.

20

---

Table of Contents

	•	Cross officerships, directorships and stock ownership. The ownership interests of our directors or executive officers in the common stock of Clear Channel Communications or service as a director or officer of both Clear Channel Communications and us could create, or appear to create, conflicts of interest when directors and executive officers are faced with decisions that could have different implications for the two companies. For example, these decisions could relate to (i) the nature, quality and cost of services rendered to us by Clear Channel Communications, (ii) disagreement over the desirability of a potential acquisition opportunity, (iii) employee retention or recruiting or (iv) our dividend policy.
	•	Intercompany transactions. From time to time, Clear Channel Communications or its affiliates may enter into transactions with us or our subsidiaries or other affiliates. Although the terms of any such transactions will be established based upon negotiations between employees of Clear Channel Communications and us and, when appropriate, subject to the approval of the independent directors on our board or a committee of disinterested directors, there can be no assurance that the terms of any such transactions will be as favorable to us or our subsidiaries or affiliates as may otherwise be obtained in arm’s length negotiations.
	•	Intercompany agreements. We have entered into certain agreements with Clear Channel Communications pursuant to which it will provide us certain management, administrative, accounting, tax, legal and other services, for which we will reimburse Clear Channel Communications on a cost basis. In addition, we will enter into a number of intercompany agreements covering matters such as tax sharing and our responsibility for certain liabilities previously undertaken by Clear Channel Communications for certain of our businesses. Pursuant to the corporate services agreement between Clear Channel Communications and us, we are contractually obligated to utilize the services of the chief executive officer of Clear Channel Communications as our Chief Executive Officer and the chief financial officer of Clear Channel Communications as our Chief Financial Officer until Clear Channel Communications owns less than 50% of the voting power of our common stock, or we provide Clear Channel Communications with six months prior written notice of termination. The terms of these agreements were established while we were a wholly owned subsidiary of Clear Channel Communications and were not the result of arm’s length negotiations. In addition, conflicts could arise in the interpretation or any extension or renegotiation of these existing agreements after this offering. See “Arrangements Between Clear Channel Communications and Us.”

	If Clear Channel Communications engages in the same type of business we conduct or takes advantage of business opportunities that might be attractive to us, our ability to successfully operate and expand our business may be hampered.

	•	engaging in the same or similar business activities or lines of business as us; or
	•	doing business with any of our clients, customers or vendors.

21

---

Table of Contents

	We are a “controlled company” within the meaning of the New York Stock Exchange rules and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements that may not provide as many protections as those afforded to stockholders of other companies.

We will only have the right to use the Clear Channel brand name, logo and corporate name for so long as Clear Channel Communications owns at least 50% of the total voting power of our common stock. If Clear Channel Communications’ ownership falls below such 50% threshold and we fail to establish in a timely manner a new, independently recognized brand name with a strong reputation, our revenue and profitability could decline.

22

---

Table of Contents

	Any future separation from Clear Channel Communications could adversely affect our business and profitability due to Clear Channel Communications’ strong brand and reputation.

	•	a world-class brand associated with trust, integrity and longevity;
	•	perception of high-quality products and services;
	•	preferred status among our clients and employees;
	•	strong capital base and financial strength; and
	•	established relationships with U.S. federal and state regulators and non-U.S. regulators.

	•	if and when Clear Channel Communications reduces its ownership in our common stock to a level below 50% of the total voting power; and
	•	if and when we are required to cease using the Clear Channel name and logo in our sales and marketing materials.

	We will not have control over our tax decisions and could be liable for income taxes owed by Clear Channel Communications.

23

---

Table of Contents

	If Clear Channel Communications spins off our Class B common stock to its stockholders, we have agreed in the Tax Matters Agreement to indemnify Clear Channel Communications for its tax-related liabilities in certain circumstances.

	Future sales or distributions of our shares by Clear Channel Communications could depress the market price for shares of our Class A common stock.

24

---

Table of Contents

	The terms of our arrangements with Clear Channel Communications may be more favorable than we will be able to obtain from an unaffiliated third party, and we may be unable to replace the services Clear Channel Communications provides us in a timely manner or on comparable terms.

	Any deterioration in the financial condition of Clear Channel Communications could adversely affect our access to the credit markets and increase our borrowing costs.

	There is no existing market for our Class A common stock, and a trading market that will provide you with adequate liquidity may not develop, the price of our Class A common stock may fluctuate significantly, and you could lose all or part of your investment.

25

---

Table of Contents

	•	our quarterly or annual earnings, or those of other companies in our industry;
	•	our loss of a large client;
	•	announcements by us or our competitors of significant contracts or acquisitions;
	•	changes in accounting standards, policies, guidance, interpretations or principles;
	•	general economic conditions;
	•	the failure of securities analysts to cover our Class A common stock after this offering or changes in financial estimates by analysts;
	•	future sales by us or other stockholders of our Class A common stock; and
	•	other factors described in these “Risk Factors.”

	Our stock ownership by Clear Channel Communications, provisions in our agreements with Clear Channel Communications and our corporate governance documents and Delaware law may delay or prevent an acquisition of us that our other stockholders may consider favorable, which could decrease the value of your shares of Class A common stock.

26

---

Table of Contents

	If Clear Channel Communications spins off our high vote Class B common stock to its stockholders and such shares do not convert into Class A common stock upon a sale or other transfer subsequent to such distribution, the voting rights of our Class A common stock will continue to be disproportionately lower than the voting rights of our Class B common stock.

	We currently do not intend to pay dividends on our Class A common stock.

	You will suffer an immediate and substantial dilution in the net tangible book value of the Class A common stock you purchase.

	We will incur increased costs as a result of being a public company.

27

---

Table of Contents

	If, after this offering, we are unable to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, or our internal controls over financial reporting are not effective, the reliability of our financial statements may be questioned and our stock price may suffer.

28

---

Table of Contents

29

---

Table of Contents

30

---

Table of Contents

31

---

Table of Contents

	(a) this offering;
	(b) the reduction of the outstanding balances of the approximately $1.4 billion and $73.0 million intercompany notes by approximately $362.2 million, representing the balance at September 30, 2005 in the “Due from Clear Channel Communications” intercompany account;
	(c) the contribution of approximately $294.9 million of the remaining outstanding balances of the $1.4 billion and $73.0 million intercompany notes to our capital by Clear Channel Communications;
	(d) the repayment of approximately $700.1 million of the remaining outstanding balances of the $1.4 billion and $73.0 million notes with all of the net proceeds of this offering assuming an offering price of $21.00 per share, the midpoint of the range set forth on the cover page of this prospectus; and
	(e) to the extent the underwriters do not exercise in full their option to purchase up to an additional 5,250,000 shares of our Class A common stock (the proceeds of which would be used to repay the then outstanding balances of the approximately $1.4 billion and $73.0 million intercompany notes), the exchange of up to 5,250,000 additional shares of our Class B common stock with Clear Channel Communications for the remaining outstanding balances of the $1.4 billion and $73.0 million intercompany notes that the proceeds from the exercise of such option otherwise would have been used to repay, such that they are repaid in full.

32

---

Table of Contents

				As of September 30, 2005
								As Adjusted
				Actual				Post-Offering
(In thousands)				(Unaudited)				(Unaudited)
Cash and cash equivalents				$	91,676			$	91,676
Due from Clear Channel Communications				$	362,154			$	—
Debt:
	Credit facility			$	49,732			$	49,732
	Intercompany note in the original principal amount of approximately $1.4 billion				1,390,000				—
	Intercompany note in the original principal amount of $73.0 million				73,000				—
	Intercompany note in the original principal amount of $2.5 billion(1)				2,500,000				2,500,000
	Other borrowings				199,404				199,404
		Total debt			4,212,136				2,749,136
Owner’s equity:
Actual and as adjusted post-offering: Class A common stock and Class B common stock, each par value $0.01 per share; 750,000,000 shares authorized and 35,000,000 shares issued of Class A common stock and 600,000,000 shares authorized and 315,000,000 shares issued of Class B common stock(2)					—				3,500
	Additional capital paid-in				—				5,277,010
	Owner’s net investment(1)				4,179,664				—
	Retained deficit				(4,229,060	)			(4,229,060	)
	Accumulated other comprehensive income				137,745				137,745
		Total owner’s equity			88,349				1,189,195
	Total capitalization			$	4,300,485			$	3,938,331

(1)	On August 2, 2005, we paid a dividend of $2.5 billion on our common stock to Clear Channel Communications in the form of an intercompany note.
(2)	In connection with this offering, our amended and restated certificate of incorporation provides that the shares of our common stock outstanding prior to this offering will be changed into and reclassified as 315,000,000 shares of Class B common stock to be outstanding after this offering. After this offering, Clear Channel Communications will own all of our outstanding shares of Class B common stock.

33

---

Table of Contents

	•	the sale by us of 35,000,000 shares of Class A common stock in this offering, assuming an initial public offering price of $21.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and the application of all of the net proceeds of this offering, after deducting underwriting discounts and estimated offering expenses, as described under “Use of Proceeds;” and
	•	the repayment or contribution of the remaining outstanding balances of the approximately $1.4 billion and $73.0 million intercompany notes;

Assumed initial public offering price per share							$	21.00
	Net tangible book value per share as of September 30, 2005		$	(3.62	)
	Increase in net tangible book value per share attributable to new stockholders		$	3.51
Pro forma net tangible book value per share after this offering							$	(.11	)
Dilution per share to new stockholders							$	21.11

(In millions, except percentages and per share data)										Total
		Shares Purchased								Consideration
																		Average Price
		Number				Percent				Number				Percent				per Share
Current stockholder(1)			315				90	%		$	489				40	%		$	1.55
New stockholders			35				10	%		$	735				60	%		$	21.00
Total			350				100	%		$	1,224				100	%		$	3.50

(1)	After giving effect to the reclassification, in connection with this offering, of 1,917.0709 shares of our common stock into 315,000,000 shares of Class B common stock.

34

---

Table of Contents

	•	as if this offering had been completed on January 1, 2004, at an assumed initial public offering price of $21.00 per share of Class A common stock, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and assuming:

	–	the outstanding balances of the approximately $1.4 billion and $73.0 million intercompany notes issued to Clear Channel Communications are reduced by approximately $362.2 million, representing the balance at September 30, 2005 in the “Due from Clear Channel Communications” intercompany account;
	–	then, approximately $294.9 million of the remaining outstanding balances of the $1.4 billion and $73.0 million intercompany notes is contributed to our capital by Clear Channel Communications;
	–	then, approximately $700.1 million of the remaining outstanding balances of the $1.4 billion and $73.0 million intercompany notes is repaid with all of the net proceeds of this offering; and
	–	then, to the extent the underwriters do not exercise in full their option to purchase up to an additional 5,250,000 shares of our Class A common stock (the proceeds of which would be used to repay the then-outstanding balances under the approximately $1.4 billion and $73.0 million of intercompany notes), we exchange up to 5,250,000 additional shares of our Class B common stock with Clear Channel Communications for the remaining outstanding balances of the $1.4 billion and $73.0 million intercompany notes that the proceeds from the exercise of such option otherwise would have been used to repay, such that the notes are repaid in full.

	•	after giving effect to our distribution of an intercompany note in the original principal amount of $2.5 billion as a dividend on our common stock, which note was ultimately distributed to Clear Channel Communications, as if issued to Clear Channel Communications on January 1, 2004.

35

---

Table of Contents

(In thousands, except per share data)
			Year Ended December 31, 2004												Nine Months Ended September 30, 2005
			Historical				Adjustments				Pro Forma				Historical				Adjustments				Pro Forma
Statement of Operations:(1)
Revenue			$	2,447,040			$	—			$	2,447,040			$	1,931,471			$	—			$	1,931,471
Operating expenses:
	Direct operating expenses (exclusive of depreciation and amortization)			1,262,317				—				1,262,317				988,448				—				988,448
	Selling, general and administrative expenses (exclusive of depreciation and amortization)			499,457				—				499,457				410,075				—				410,075
	Depreciation and amortization			388,217				—				388,217				290,233				—				290,233
	Corporate expenses (exclusive of depreciation and amortization)			53,770				—				53,770				39,397				—				39,397
Operating income				243,279				—				243,279				203,318				—				203,318
Interest expense				14,177				—				14,177				9,874				—				9,874
Intercompany interest expense				145,653				(2,445	)(3)			143,208				133,093				(25,684	)(3)			107,409
Equity in earnings (loss) of nonconsolidated affiliates				(76	)			—				(76	)			9,908				—				9,908
Other income (expense) — net				(13,341	)			—				(13,341	)			(17,353	)			—				(17,353	)
Income before income taxes and cumulative effect of a change in accounting principle				70,032				2,445				72,477				52,906				25,684				78,590
Income tax benefit (expense):
	Current			(23,422	)			(978	)(4)			(24,400	)			(37,767	)			(10,274	)(4)			(48,041	)
	Deferred			(39,132	)			—				(39,132	)			6,023				—				6,023
Income before cumulative effect of a change in accounting principle			$	7,478			$	1,467			$	8,945			$	21,162			$	15,410			$	36,572
Basic and diluted income (loss) before cumulative effect of a change in accounting principle per common share(2)			$	.02							$	.03			$	.07							$	.10

36

---

Table of Contents

(1)		The unaudited pro forma statement of operations does not reflect the complete impact of one-time and ongoing incremental costs required for us to operate as a separate company. Clear Channel Communications allocated to us $16.6 million in 2004, $19.6 million in 2003 and $17.6 million in 2002 of expenses incurred by it for providing us accounting, treasury, tax, legal, public affairs, executive oversight, human resources and other services. Through September 30, 2005, Clear Channel Communications allocated to us $11.8 million of expenses. After this offering, we expect to continue to receive from Clear Channel Communications substantially all of these services.
(2)		Basic and diluted income (loss) before cumulative effect of a change in accounting principle per common share is calculated by dividing income (loss) before cumulative effect of a change in accounting principle by the weighted average of common shares outstanding. The historic basic and diluted is based on 315,000,000 shares outstanding and the pro forma basic and diluted is based on 350,000,000 shares outstanding.
(3)		Includes estimated annual intercompany interest expense of $143.1 million related to $2.5 billion of intercompany indebtedness incurred on August 2, 2005, at an estimated weighted average interest rate of 5.725% for the year ended December 31, 2004 and 5.725% for the nine months ended September 30, 2005. The interest rate on this intercompany indebtedness is based upon the weighted average cost of funds of Clear Channel Communications, so that a change in the weighted average cost of funds for Clear Channel Communications could change the weighted average annual interest rate. A 25 basis point change to the weighted average cost of funds of Clear Channel Communications would change our annual interest expense by $6.3 million. Also includes the elimination of intercompany interest expense incurred pursuant to intercompany indebtedness between Clear Channel Communications and us of $145.6 million for the year ended December 31, 2004 and $109.2 million for the nine months ended September 30, 2005.
(4)		Represents estimated tax (expense) benefit related to the estimated interest expense adjustment discussed in Note (3) above at our combined statutory rate of 40% for the year ended December 31, 2004 and 40% for the nine months ended September 30, 2005.

37

---

Table of Contents

				As of September 30, 2005
				Historical				Adjustments				Pro Forma
(In thousands)
Assets
Current assets:
	Cash and cash equivalents			$	91,676			$	—			$	91,676
	Accounts receivable, net				679,469				—				679,469
	Due from Clear Channel Communications				362,154				(362,154	)(1)			—
	Prepaid expenses				69,060				—				69,060
	Other current assets				40,928				—				40,928
		Total current assets			1,243,287				(362,154	)			881,133
Property, plant & equipment, net					2,172,197				—				2,172,197
Intangible assets:
	Definite-lived intangibles, net				255,028				—				255,028
	Indefinite-lived intangibles — permits				212,507				—				212,507
	Goodwill				760,455				—				760,455
Other assets:
	Notes receivable				5,821				—				5,821
	Investments in, and advances to, nonconsolidated affiliates				99,447				—				99,447
	Deferred tax asset				243,030				—				243,030
	Other assets				302,915				—				302,915
	Other investments				835				—				835
		Total assets		$	5,295,522			$	(362,154	)		$	4,933,368
Liabilities and Shareholders’ Equity
Current liabilities:
	Accounts payable			$	209,948			$	—			$	209,948
	Accrued expenses				325,477				—				325,477
	Accrued interest				2,443				—				2,443
	Accrued income taxes				19,520				—				19,520
	Deferred income				98,135				—				98,135
	Current portion of long-term debt				152,377				—				152,377
		Total current liabilities			807,900				—				807,900
Long-term debt					96,759				—				96,759
Debt with Clear Channel Communications					3,963,000				(1,390,000	)(2)			2,500,000
									(73,000	)(2)
Other long-term liabilities					175,965				—				175,965
Minority interest					163,549				—				163,549
Owner’s equity:
	Class A common stock				—				350	(3)			350
	Class B common stock				—				3,150	(4)			3,150
	Additional paid-in capital				—				4,179,664	(5)			5,277,010
									294,906	(5)
									696,600	(5)
									105,840	(5)
	Owner’s net investment				4,179,664				(4,179,664	)(6)			—
	Retained deficit				(4,229,060	)			—				(4,229,060	)
	Accumulated other comprehensive income				137,745				—				137,745
		Total owner’s equity			88,349				1,100,846				1,189,195
		Total liabilities and owner’s equity		$	5,295,522			$	(362,154	)		$	4,933,368

38

---

Table of Contents

(1)		From September 30, 2005 through the date we complete this offering, we are recording intercompany transactions with Clear Channel Communications in “Due from Clear Channel Communications.” The balance in the “Due from Clear Channel Communications” intercompany account of approximately $362.2 million on September 30, 2005 will be settled by reducing the outstanding balances of the approximately $1.4 billion and $73.0 million intercompany notes by such amount.
(2)		All of the net proceeds from this offering will be used to repay approximately $700.1 million, assuming the initial public offering price of $21.00 per share, the midpoint of the range set forth on the cover page of this prospectus, of the outstanding balances of the $1.4 billion and $73.0 million intercompany notes. The remaining outstanding balances of the $1.4 billion and $73.0 million intercompany notes will otherwise be extinguished.
(3)		Represents the par value of 35,000,000 shares of Class A common stock issued in connection with this offering.
(4)		Prior to this offering, shares of our common stock held by Clear Channel Communications will be converted into approximately 315,000,000 shares of Class B common stock.
(5)		Represents (i) the reclassification of “Owner’s net investment” into “Additional paid-in capital,” (ii) the impact of the extinguishment of a portion of the outstanding balance of the approximately $1.4 billion and $73.0 million intercompany notes, (iii) the receipt by us of approximately $700.1 million in this offering net of the par value of our Class A common stock issued in connection therewith, and (iv) the exchange of 5,250,000 shares of Class B common stock with Clear Channel Communications for the remaining outstanding balance of the approximately $1.4 billion and $73.0 million intercompany notes.
(6)		Represents a reclassification into “Additional paid-in capital.”

39

---

Table of Contents

40

---

Table of Contents

																							Nine Months Ended
			Year Ended December 31,																				September 30,
			2000				2001				2002				2003				2004				2004				2005
(In thousands, except per share data)			(Unaudited)				(Unaudited)																(Unaudited)				(Unaudited)
Results of Operations Data:
Revenue			$	1,729,438			$	1,748,030			$	1,859,641			$	2,174,597			$	2,447,040			$	1,761,308			$	1,931,471
Operating expenses:
	Direct operating expenses (exclusive of depreciation and amortization)			761,312				861,854				957,830				1,133,386				1,262,317				924,420				988,448
	Selling, general and administrative expenses (exclusive of depreciation and amortization)			323,871				355,370				392,803				456,893				499,457				358,188				410,075
	Depreciation and amortization			437,349				559,498				336,895				379,640				388,217				288,810				290,233
	Corporate expenses (exclusive of depreciation and amortization)			52,431				62,266				52,218				54,233				53,770				39,451				39,397
Operating income (loss)				154,475				(90,958	)			119,895				150,445				243,279				150,439				203,318
Interest expense				23,037				13,331				11,623				14,201				14,177				11,111				9,874
Intercompany interest expense				178,253				220,798				227,402				145,648				145,653				109,239				133,093
Equity in earnings (loss) of nonconsolidated affiliates				5,888				(4,422	)			3,620				(5,142	)			(76	)			2,270				9,908
Other income (expense) — net				(4,593	)			(13,966	)			9,164				(8,595	)			(13,341	)			(17,210	)			(17,353	)
Income (loss) before income taxes and cumulative effect of a change in accounting principle				(45,520	)			(343,475	)			(106,346	)			(23,141	)			70,032				15,149				52,906
Income tax benefit (expense):
	Current			(4,824	)			68,101				72,008				12,092				(23,422	)			6,481				(37,767	)
	Deferred			(37,640	)			(5,199	)			(21,370	)			(23,944	)			(39,132	)			(17,730	)			6,023
Income (loss) before cumulative effect of a change in accounting principle				(87,984	)			(280,573	)			(55,708	)			(34,993	)			7,478				3,900				21,162
Cumulative effect of a change in accounting principle, net of tax of $504,927 in 2002 and $113,173 in 2004(1)				—				—				(3,527,198	)			—				(162,858	)			—				—
Net income (loss)			$	(87,984	)		$	(280,573	)		$	(3,582,906	)		$	(34,993	)		$	(155,380	)		$	3,900			$	21,162
Basic and diluted income (loss) before cumulative effect of a change in accounting principle per common share(2)			$	(.28	)		$	(.89	)		$	(.18	)		$	(.11	)		$	.02			$	.01			$	.07

41

---

Table of Contents

																							Nine Months Ended
			Year Ended December 31,																				September 30,
			2000				2001				2002				2003				2004				2004				2005
(In thousands)			(Unaudited)				(Unaudited)																(Unaudited)				(Unaudited)
Segment Data:
Revenue:
	Domestic		$	885,563			$	880,720			$	911,493			$	1,006,376			$	1,092,089			$	800,744			$	886,649
	International			843,875				867,310				948,148				1,168,221				1,354,951				960,564				1,044,822
	Total revenue		$	1,729,438			$	1,748,030			$	1,859,641			$	2,174,597			$	2,447,040			$	1,761,308			$	1,931,471
Operating income (loss):
	Domestic		$	168,872			$	30,767			$	174,381			$	215,485			$	263,772			$	184,808			$	263,448
	International			38,034				(59,459	)			(2,268	)			(10,807	)			33,277				5,082				(20,733	)
	Corporate			(52,431	)			(62,266	)			(52,218	)			(54,233	)			(53,770	)			(39,451	)			(39,397	)
	Total operating income (loss)		$	154,475			$	(90,958	)		$	119,895			$	150,445			$	243,279			$	150,439			$	203,318
Cash Flow Data:
Cash flow provided by (used in):
	Operating activities										$	320,235			$	433,459			$	492,495			$	329,893			$	336,637
	Investing activities										$	(430,844	)		$	(230,162	)		$	(310,658	)		$	(227,386	)		$	(223,189	)
	Financing activities										$	173,193			$	(222,491	)		$	(182,006	)		$	(95,759	)		$	(48,154	)
Capital expenditures											$	290,187			$	205,145			$	176,140			$	117,733			$	130,484
Other Data:
OIBDAN(3)
	Domestic		$	435,299			$	362,604			$	354,328			$	409,722			$	450,494			$	326,359			$	390,867
	International			208,956				168,202				154,680				174,596				234,888				152,423				142,593
	Corporate			(52,431	)			(62,266	)			(52,218	)			(54,233	)			(53,770	)			(39,451	)			(39,397	)
	Total OIBDAN(3)		$	591,824			$	468,540			$	456,790			$	530,085			$	631,612			$	439,331			$	494,063

			For the Three Months Ended
			March 31				June 30				September 30
(In thousands)			(Unaudited)				(Unaudited)				(Unaudited)
2005 Quarterly Results of Operations:
Revenue			$	578,959			$	684,509			$	668,003
Operating expenses:
	Direct operating expenses			326,054				332,706				329,688
	Selling, general and administrative expenses			129,597				127,316				153,162
	Depreciation and amortization			98,266				96,562				95,405
	Corporate expenses			12,975				13,423				12,999
Operating income (loss)				12,067				114,502				76,749
Interest expense				3,244				3,223				3,407
Intercompany interest expense				36,414				36,414				60,265
Equity in earnings of nonconsolidated affiliates				345				5,602				3,961
Other income (expense) — net				(2,211	)			(4,524	)			(10,618	)
Income (loss) before income taxes				(29,457	)			75,943				6,420
Income tax (expense) benefit				23,565				(58,431	)			3,122
Net income (loss)			$	(5,892	)		$	17,512			$	9,542

42

---

Table of Contents

		As of December 31,																				As of September 30,
		2000				2001				2002				2003				2004				2004				2005
(In thousands)		(Unaudited)				(Unaudited)																(Unaudited)				(Unaudited)
Balance Sheet Data:
Cash and cash equivalents		$	19,183			$	—			$	45,741			$	34,105			$	37,948			$	39,140			$	91,676
Current assets			588,998				642,536				753,289				958,669				1,107,240				1,010,645				1,243,287
Property, plant and equipment — net			2,330,256				2,039,002				2,213,817				2,264,106				2,195,985				2,122,346				2,172,197
Total assets			7,705,526				7,807,624				4,926,205				5,232,820				5,240,933				5,200,407				5,295,522
Current liabilities			1,769,959				1,825,904				642,330				736,202				749,055				726,900				807,900
Long-term debt, including current maturities			1,490,135				1,526,427				1,713,493				1,670,017				1,639,380				1,660,164				4,212,136
Total liabilities			2,352,752				2,394,226				2,347,262				2,472,656				2,511,280				2,444,447				5,207,173	(4)
Owner’s equity			5,352,774				5,413,398				2,578,943				2,760,164				2,729,653				2,755,960				88,349	(4)
Total liabilities and owner’s equity		$	7,705,526			$	7,807,624			$	4,926,205			$	5,232,820			$	5,240,933			$	5,200,407			$	5,295,522

(1)	Cumulative effect of change in accounting principle for the year ended December 31, 2002, related to an impairment of goodwill recognized in accordance with the adoption of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.” Cumulative effect of change in accounting principle for the year ended December 31, 2004, related to a non-cash charge recognized in accordance with the adoption of Topic D-108, Use of Residual Method to Value Acquired Assets other than Goodwill. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates — Indefinite-lived Assets.”
(2)	Basic and diluted income (loss) before cumulative effect of a change in accounting principle per share is calculated by dividing income (loss) before cumulative effect of a change in accounting principle by the weighted average common shares outstanding. The basic and diluted is based on 315,000,000 shares outstanding.
(3)	We evaluate segment and combined performance based on several factors, one of the primary measures of which is operating income (loss) before depreciation, amortization and non-cash compensation expense, which we refer to as OIBDAN.
	See “— Non-GAAP Financial Measure” below, “Unaudited Pro Forma Combined Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Use of OIBDAN.”
(4)	Reflects the distribution by us to our parent company of an intercompany note in the original principal amount of $2.5 billion issued to us by one of our wholly owned subsidiaries on August 2, 2005.

43

---

Table of Contents

																							Nine Months Ended
			Year Ended December 31,																				September 30,
			2000				2001				2002				2003				2004				2004				2005
(In thousands)			(Unaudited)				(Unaudited)																(Unaudited)				(Unaudited)
Reconciliation of OIBDAN to operating income (loss):
Combined:
	OIBDAN		$	591,824			$	468,540			$	456,790			$	530,085			$	631,612			$	439,331			$	494,063
	Depreciation and amortization			437,349				559,498				336,895				379,640				388,217				288,810				290,233
	Non-cash compensation			—				—				—				—				116				82				512
Operating income (loss)			$	154,475			$	(90,958	)		$	119,895			$	150,445			$	243,279			$	150,439			$	203,318
Domestic:
	OIBDAN		$	435,299			$	362,604			$	354,328			$	409,722			$	450,494			$	326,359			$	390,867
	Depreciation and amortization			266,428				331,837				179,947				194,237				186,620				141,479				127,019
	Non-cash compensation			—				—				—				—				102				72				400
Operating income			$	168,871			$	30,767			$	174,381			$	215,485			$	263,772			$	184,808			$	263,448
International:
	OIBDAN		$	208,956			$	168,202			$	154,680			$	174,596			$	234,888			$	152,423			$	142,593
	Depreciation and amortization			170,921				227,661				156,948				185,403				201,597				147,331				163,214
	Non-cash compensation			—				—				—				—				14				10				112
Operating income (loss)			$	38,035			$	(59,459	)		$	(2,268	)		$	(10,807	)		$	33,277			$	5,082			$	(20,733	)

44

---

Table of Contents

	•	Overview. This section provides a general description of our business, as well as other matters that we believe are important in understanding our results of operations and financial condition and in anticipating future trends.
	•	Results of operations. This section provides an analysis of our results of operations for the nine months ended September 30, 2005 and 2004 and the years ended December 31, 2004, 2003 and 2002. Our discussion is presented on both a combined and segment basis. Our reportable operating segments are domestic and international. Approximately 95% of our 2004 domestic revenues were derived from the United States, with the balance derived from Canada and Latin America. Approximately 52% of our 2004 international revenues were derived from France and the United Kingdom. Our French operations incurred a restructuring charge in the third quarter of 2005 and in 2003. One measure we use to manage our segments is operating income. Corporate expenses, interest expense, equity in earnings (loss) of nonconsolidated affiliates, other income (expense) — net, income taxes and cumulative effect of change in accounting principle are managed on a total company basis and are, therefore, included only in our discussion of combined results.
	•	Financial condition and liquidity. This section provides a discussion of our financial condition as of September 30, 2005 and December 31, 2004, as well as an analysis of our cash flows for the nine months ended September 30, 2005 and 2004 and the years ended December 31, 2004 and 2003. The discussion of our financial condition and liquidity includes summaries of (i) our primary sources of liquidity, (ii) our key debt covenants and (iii) our outstanding debt and commitments (both firm and contingent) that existed as of September 30, 2005.
	•	Seasonality. This section discusses seasonal performance of our domestic and international segments.
	•	Market risk management. This section discusses how we manage exposure to potential losses arising from adverse changes in foreign currency exchange rates and interest rates.
	•	Critical accounting estimates. This section discusses accounting policies considered to be important to our financial condition and results of operations and which require significant judgment and estimates on the part of management in their application. In addition, all of our significant accounting policies, including our critical accounting policies, are summarized in Note A to our combined financial statements included elsewhere in this prospectus.

	Description of Business

45

---

Table of Contents

46

---

Table of Contents

47

---

Table of Contents

48

---

Table of Contents

			Nine Months Ended
			September 30,								Year Ended December 31,
			2005				2004				2004				2003				2002
(In thousands)			(Unaudited)				(Unaudited)
Revenues			$	1,931,471			$	1,761,308			$	2,447,040			$	2,174,597			$	1,859,641
Operating expenses:
	Direct operating expenses			988,448				924,420				1,262,317				1,133,386				957,830
	Selling, general and administrative expenses			410,075				358,188				499,457				456,893				392,803
	Depreciation and amortization			290,233				288,810				388,217				379,640				336,895
	Corporate expenses			39,397				39,451				53,770				54,233				52,218
Operating income				203,318				150,439				243,279				150,445				119,895
Interest expense (including intercompany)				142,967				120,350				159,830				159,849				239,025
Equity in earnings (loss) of nonconsolidated affiliates				9,908				2,270				(76	)			(5,142	)			3,620
Other income (expense) — net				(17,353	)			(17,210	)			(13,341	)			(8,595	)			9,164
Income (loss) before income taxes and cumulative effect of a change in accounting principle				52,906				15,149				70,032				(23,141	)			(106,346	)
Income tax (expense) benefit:
	Current			(37,767	)			6,481				(23,422	)			12,092				72,008
	Deferred			6,023				(17,730	)			(39,132	)			(23,944	)			(21,370	)
Income (loss) before cumulative effect of a change in accounting principle				21,162				3,900				7,478				(34,993	)			(55,708	)
Cumulative effect of a change in accounting principle, net of tax of $113,173 in 2004 and $504,927 in 2002				—				—				(162,858	)			—				(3,527,198	)
Net income (loss)			$	21,162			$	3,900			$	(155,380	)		$	(34,993	)		$	(3,582,906	)

	Revenues

49

---

Table of Contents

	Direct Operating Expenses

	Selling, General and Administrative Expenses (SG&A)

50

---

Table of Contents

	Depreciation and Amortization

	Corporate Expenses

	Interest Expense (Including Intercompany)

51

---

Table of Contents

	Other Income (Expense) — Net

		Year Ended December 31,
(In millions)
		2004				2003				2002
Royalty fee		$	(15.8	)		$	(14.1	)		$	—
Gain on sale of operating and fixed assets			11.7				11.1				7.1
Transitional asset retirement obligation			—				(7.0	)			—
Minority interest			(7.6	)			(3.9	)			1.8
Other			(1.6	)			5.3				.3
Total other income (expense) — net		$	(13.3	)		$	(8.6	)		$	9.2

	Income Taxes

52

---

Table of Contents

	Cumulative Effect of a Change in Accounting Principle

		Nine Months Ended
		September 30,								Year Ended December 31,
		2005				2004				2004				2003				2002
(In thousands)
Revenues		$	886,649			$	800,744			$	1,092,089			$	1,006,376			$	911,493
Direct operating expenses			359,263				347,619				468,687				435,075				399,006
Selling, general and administrative expenses			136,919				126,838				173,010				161,579				158,159
Depreciation and amortization			127,019				141,479				186,620				194,237				179,947
Operating income		$	263,448			$	184,808			$	263,772			$	215,485			$	174,381

53

---

Table of Contents

54

---

Table of Contents

		Nine Months Ended
		September 30,								Year Ended December 31,
		2005				2004				2004				2003				2002
(In thousands)
Revenues		$	1,044,822			$	960,564			$	1,354,951			$	1,168,221			$	948,148
Direct operating expenses			629,185				576,801				793,630				698,311				558,824
Selling, general and administrative expenses			273,156				231,350				326,447				295,314				234,644
Depreciation and amortization			163,214				147,331				201,597				185,403				156,948
Operating income (loss)		$	(20,733	)		$	5,082			$	33,277			$	(10,807	)		$	(2,268	)

55

---

Table of Contents

	Reconciliation of Segment Operating Income (Loss)

		Nine Months Ended
		September 30,								Year Ended December 31,
		2005				2004				2004				2003				2002
(In thousands)
Domestic outdoor		$	263,448			$	184,808			$	263,772			$	215,485			$	174,381
International outdoor			(20,733	)			5,082				33,277				(10,807	)			(2,268	)
Corporate			(39,397	)			(39,451	)			(53,770	)			(54,233	)			(52,218	)
Combined operating income		$	203,318			$	150,439			$	243,279			$	150,445			$	119,895

56

---

Table of Contents

		Nine Months Ended
		September 30,								Year Ended December 31,
		2005				2004				2004				2003				2002
(In thousands)
		(Unaudited)				(Unaudited)
Reconciliation of OIBDAN to operating income (loss):
Combined:
OIBDAN		$	494,063			$	439,331			$	631,612			$	530,085			$	456,790
Depreciation and amortization			290,233				288,810				388,217				379,640				336,895
Non-cash compensation			512				82				116				—				—
Operating income		$	203,318			$	150,439			$	243,279			$	150,445			$	119,895
Domestic:
OIBDAN		$	390,867			$	326,359			$	450,494			$	409,722			$	354,328
Depreciation and amortization			127,019				141,479				186,620				194,237				179,947
Non-cash compensation			400				72				102				—				—
Operating income		$	263,448			$	184,808			$	263,772			$	215,485			$	174,381
International:
OIBDAN		$	142,593			$	152,423			$	234,888			$	174,596			$	154,680
Depreciation and amortization			163,214				147,331				201,597				185,403				156,948
Non-cash compensation			112				10				14				—				—
Operating income (loss)		$	(20,733	)		$	5,082			$	33,277			$	(10,807	)		$	(2,268	)

57

---

Table of Contents

			Nine Months Ended
			September 30,								Year Ended December 31,
(In thousands)
			2005				2004				2004				2003
Cash provided by (used in):
	Operating activities		$	336,637			$	329,893			$	492,495			$	433,459
	Investing activities		$	(223,189	)		$	(227,386	)		$	(310,658	)		$	(230,162	)
	Financing activities		$	(48,154	)		$	(95,759	)		$	(182,006	)		$	(222,491	)

	Operating Activities

	Nine Months Ended September 30, 2005 as Compared to Nine Months Ended September 30, 2004

58

---

Table of Contents

	Year Ended December 31, 2004 as Compared to Year Ended December 31, 2003

	Investing Activities

	Nine Months Ended September 30, 2005 as Compared to Nine Months Ended September 30, 2004

	Year Ended December 31, 2004 as Compared to Year Ended December 31, 2003

	Financing Activities

	Nine Months Ended September 30, 2005 as Compared to Nine Months Ended September 30, 2004

	Year Ended December 31, 2004 as Compared to Year Ended December 31, 2003

59

---

Table of Contents

	Sources of Capital

						December 31,
		September 30, 2005				2004				2003
(In millions)
Bank credit facility		$	49.7			$	23.9			$	50.1
Debt with Clear Channel Communications			3,963.0				1,463.0				1,463.0
Other long-term debt			199.4				152.4				156.9
Total debt			4,212.1				1,639.3				1,670.0
Less: cash and cash equivalents			91.7				37.9				34.1
Less: Due from Clear Channel Communications			362.2				302.6				154.4
		$	3,758.2			$	1,298.8			$	1,418.5

60

---

Table of Contents

	•	managing our daily cash position and determining our liquidity needs;
	•	administering borrowings and repayments under the revolving credit facility available to our international operations;
	•	establishing cash management systems and procedures that help minimize investment in non-earning cash resources while providing adequate liquidity;

61

---

Table of Contents

	•	initiating all electronic funds transfers;
	•	providing bank administration for all domestic bank accounts and for all international accounts established by a domestic subsidiary;
	•	administering on-line bank reporting systems; and
	•	processing requests for cashier checks.

62

---

Table of Contents

	Uses of Capital

63

---

Table of Contents

		Nine Months
		Ended
		September 30,								Year Ended December 31,
		2005				2004				2004				2003				2002
(In millions)
Non-revenue producing		$	53.0			$	44.5			$	70.1			$	63.4			$	81.0
Revenue producing			77.5				73.2				106.0				141.7				209.2
Total capital expenditures		$	130.5			$	117.7			$	176.1			$	205.1			$	290.2

64

---

Table of Contents

	Firm Commitments

65

---

Table of Contents

		Payments Due by Period
																		2010 and
		Total				2005				2006-2007				2008-2009				Thereafter
(In thousands)
Revolving credit facility		$	23,938			$	—			$	—			$	23,938				—
Debt with Clear Channel Communications			1,463,000				—				—				—			$	1,463,000
Other long-term debt			152,442				146,268				4,569				832				773
Minimum annual guarantees			1,658,599				378,313				471,406				282,702				526,178
Noncancelable operating leases			1,254,014				177,567				290,827				218,027				567,593
Capital expenditure commitments			223,716				119,687				63,065				25,222				15,742
Noncancelable contracts			8,953				4,215				1,604				883				2,251
Total firm commitments and outstanding debt		$	4,784,662			$	826,050			$	831,471			$	551,604			$	2,575,537

		Payments Due by Period
																		2010 and
		Total				2005				2006-2007				2008-2009				Thereafter
(In thousands)
Revolving credit facility		$	23,938			$	—			$	—			$	23,938				—
Debt with Clear Channel Communications			2,500,000				—				—				—			$	2,500,000
Other long-term debt			152,442				146,268				4,569				832				773
Minimum annual guarantees			1,658,599				378,313				471,406				282,702				526,178
Noncancelable operating leases			1,254,014				177,567				290,827				218,027				567,593
Capital expenditure commitments			223,716				119,687				63,065				25,222				15,742
Noncancelable contracts			8,953				4,215				1,604				883				2,251
Total firm commitments and outstanding debt		$	5,821,662			$	826,050			$	831,471			$	551,604			$	3,612,537

66

---

Table of Contents

67

---

Table of Contents

68

---

Table of Contents

69

---

Table of Contents

70

---

Table of Contents

	•	Facilitates broad reach and high frequency. The outdoor advertising industry is characterized by broad reach and high frequency, as compared to other forms of advertising media. We believe that national and regional brands are increasing their use of outdoor advertising to maximize the coverage and impact of their advertising campaigns. These advertisers benefit from the branding effect and broad exposure that results from the sustained, repetitive viewing provided by outdoor advertising.
	•	Drives sustained mass advertising. Unlike other advertising media, such as television, consumers cannot interrupt or selectively avoid advertisements displayed on outdoor structures.
	•	Enables selective targeting. Outdoor advertising enables advertisers, such as restaurants, entertainment facilities, hotels and other roadside operations, to target motorists or pedestrians in close proximity to their businesses.
	•	Captures increasingly mobile audiences. Population growth and increasing commute times are key growth drivers for outdoor advertising due to its ability to capture a growing mobile audience base that spends an increasing amount of time out-of-home.
	•	Offers low cost platform. Outdoor advertising is a relatively low cost medium, as compared to other forms of advertising media. As a result, outdoor advertising is often used as a complementary marketing platform for companies implementing a multifaceted media plan across various media, including print, broadcasting, the Internet and direct marketing. Also, outdoor advertising is used by local businesses that cannot afford costlier alternatives.

71

---

Table of Contents

						Persons Reached
Advertising Medium		Average CPM				per $1,000 Invested
Outdoor		$	5.53				180,832
Radio			9.91				100,908
Newsweekly magazines			11.76				85,034
Newspapers			24.92				40,128
Prime time network television			26.44				37,821

	Domestic

72

---

Table of Contents

	International

73

---

Table of Contents

74

---

Table of Contents

			Year Ended December 31,
			2004				2003				2002
Billboards:
	Bulletins(1)			56%				56%				56%
	Posters			19%				20%				21%
Street furniture displays				4%				3%				3%
Transit displays				11%				11%				10%
Other displays(2)				10%				10%				10%
	Total			100%				100%				100%

(1)	For our internal reporting purposes, wallscape revenues are combined with bulletin revenues. For a description of wallscapes, see “— Other Domestic Inventory.”
(2)	Includes spectaculars and mall displays.

75

---

Table of Contents

	Billboards

	Bulletins

	Posters

	Street Furniture Displays

76

---

Table of Contents

	Transit Displays

	Other Domestic Inventory

			Year Ended December 31,
			2004				2003				2002
Billboards				46%				47%				50%
Street furniture displays				31%				33%				30%
Transit displays(1)				10%				10%				10%
Other displays(2)				13%				10%				10%
	Total			100%				100%				100%

(1)	Includes small displays.
(2)	Includes spectaculars, mall displays and other small displays.

77

---

Table of Contents

	Billboards

	Street Furniture Displays

	Transit Displays

	Other International Inventory

78

---

Table of Contents

	Domestic

	International

79

---

Table of Contents

DMA®

Billboards

Street

Region

Furniture

Transit

Other

Total

Rank

Domestic Markets

Bulletins(1)

Posters

Displays

Displays

Displays(2)

Displays

United States

1

New York, NY

•

•

•

•

•

18,214

2

Los Angeles, CA

•

•

•

•

•

11,789

3

Chicago, IL

•

•

•

(3)

•

11,673

4

Philadelphia, PA

•

•

•

•

•

6,525

5

San Francisco-Oakland-San Jose, CA

•

•

•

•

•

6,722

6

Boston, MA (Manchester, NH)

•

•

•

•

6,926

7

Dallas-Ft. Worth, TX

•

•

•

•

6,956

8

Washington, DC (Hagerstown, MD)

•

•

•

•

•

3,708

9

Atlanta, GA

•

•

•

•

3,313

10

Houston, TX

•

•

•

(3)

•

4,742

11

Detroit, MI

•

•

547

12

Seattle-Tacoma, WA

•

•

•

•

3,312

13

Minneapolis-St. Paul, MN

•

•

•

•

1,977

14

Phoenix (Prescott), AZ

•

•

•

•

(3)

1,464

15

Miami-Ft. Lauderdale, FL

•

•

•

•

•

(3)

3,701

16

Tampa-St. Petersburg (Sarasota), FL

•

•

•

1,963

17

Cleveland-Akron (Canton), OH

•

•

•

•

2,448

18

Sacramento-Stockton-Modesto, CA

•

•

•

•

958

19

Denver, CO

•

•

685

20

Orlando-Daytona Beach-Melbourne, FL

•

•

•

•

3,465

21

St. Louis, MO

•

•

234

22

Pittsburgh, PA

•

•

(3)

•

528

23

San Diego, CA

•

•

•

•

(3)

1,334

24

Portland, OR

•

•

•

1,294

25

Baltimore, MD

•

•

•

(3)

2,025

26

Indianapolis, IN

•

•

•

1,981

27

Hartford-New Haven, CT

•

6

28

Charlotte, NC

•

12

29

Raleigh-Durham (Fayetteville), NC

•

10

30

Nashville, TN

•

21

31

Salt Lake City, UT

•

•

124

32

Kansas City, KS/ MO

•

(3)

—

33

Milwaukee, WI

•

•

•

1,700

34

Cincinnati, OH

•

8

35

Columbus, OH

•

•

•

1,401

37

San Antonio, TX

•

•

•

(3)

•

(3)

3,016

39

Norfolk-Portsmouth-Newport News, VA

•

8

40

West Palm Beach-Ft. Pierce, FL

•

•

372

42

New Orleans, LA

•

2,775

43

Memphis, TN

•

•

•

•

2,200

44

Harrisburg-Lancaster-Lebanon-York, PA

•

36

45

Albuquerque-Santa Fe, NM

•

•

1,097

47

Oklahoma City, OK

•

12

48

Buffalo, NY

•

240

49

Fresno-Visalia, CA

•

10

50

Las Vegas, NV

•

•

•

•

(3)

11,295

52

Louisville, KY

•

16

53

Jacksonville, FL

•

•

866

54

Wilkes Barre-Scranton, PA

•

39

55

Austin, TX

•

(3)

•

16

56

Hudson Valley, NY

•

•

376

57

Richmond-Petersburg, VA

•

12

62

Knoxville, TN

•

13

63

Charleston-Huntington, WV

•

9

67

Wichita-Hutchinson, KS

•

•

673

72

Tucson (Sierra Vista), AZ

•

•

1,550

73

Des Moines-Ames, IA

•

•

•

(3)

672

87

Chattanooga, TN

•

•

•

1,562

89

Northpark, MS

•

(3)

6

91

Cedar Rapids-Waterloo-Iowa City-Dubuque, IA

•

12

93

El Paso, TX (Las Cruces, NM)

•

•

1,305

94

Colorado Springs-Pueblo, CO

•

7

97

Johnstown-Altoona, PA

•

20

101

Youngstown, OH

•

8

104

Monterey-Salinas, CA

•

40

107

Ft. Smith-Fayetteville-Springdale-Rogers, AR

•

•

•

914

113

Reno, NV

•

•

•

574

114

Tallahassee, FL-Thomasville, GA

•

9

80

---

Table of Contents

DMA®

Billboards

Street

Region

Furniture

Transit

Other

Total

Rank

Domestic Markets

Bulletins(1)

Posters

Displays

Displays

Displays(2)

Displays

115

Augusta, GA

•

(3)

—

117

Sioux Falls (Mitchell), SD

•

19

142

Sioux City, IA

•

8

145

Lubbock, TX

•

16

148

Palm Springs, CA

•

12

150

Salisbury, MD

•

•

•

(3)

•

1,247

163

Ocala-Gainesville, FL

•

•

1,317

171

Billings, MT

•

8

176

Rapid City, SD

•

10

189

Great Falls, MT

•

14

190

Grand Junction-Aspen-Montrose, CO

•

•

51

n/a

Newport, RI

•

25

n/a

Wilmington, DE

•

(3)

•

(3)

—

Domestic Non-U.S.

n/a

Brazil

•

•

•

•

8,243

n/a

Canada

•

•

•

•

2,669

n/a

Chile

•

•

1,272

n/a

Mexico

•

•

4,922

n/a

Peru

•

•

•

•

•

2,512

Total Domestic Displays

163,871

(1)	Includes wallscapes.
(2)	Includes spectaculars and mall displays.
(3)	We have access to additional displays through arrangements with local advertising and other companies.

Street

Furniture

Transit

Other

Total

International Markets

Billboards

Displays

Displays(1)

Displays(2)

Displays

France

•

•

•

•

170,500

United Kingdom

•

•

•

•

92,344

Italy

•

•

•

•

50,918

Spain

•

•

•

•

34,645

China(3)

•

•

•

•

52,746

Sweden

•

•

•

•

102,124

Switzerland

•

•

•

16,892

Belgium

•

•

•

•

22,407

Australia

•

•

12,829

Norway

•

•

•

20,544

Denmark

•

•

•

•

28,836

Ireland

•

•

5,947

Russia

•

•

•

4,703

Greece

•

•

1,193

Finland

•

•

•

•

44,584

Poland

•

•

•

•

12,596

Singapore

•

•

10,626

Holland

•

•

•

2,743

Turkey

•

•

•

•

5,628

New Zealand

•

•

2,979

Baltic States

•

•

12,857

Portugal

•

18

India

•

•

•

403

Germany

•

80

Hungary

•

25

Czech Republic

•

5

Austria

•

4

Ukraine

•

2

Dubai

•

1

Total International Displays

709,179

(1)	Includes small displays.
(2)	Includes spectaculars, mall displays and other small displays.
(3)	In July 2005 Clear Media became a consolidated subsidiary when we increased our investment to a majority controlling interest.

81

---

Table of Contents

Street

Equity

Furniture

Transit

Other

Market

Company

Investment(1)

Billboards

Displays

Displays

Displays(2)

Outdoor Advertising Companies

South Africa(3)

Clear Channel Independent

50.0

%

•

•

•

Italy

Alessi

35.0

%

•

•

•

Italy

AD Moving SpA

17.5

%

•

•

Hong Kong

Buspak

50.0

%

•

•

Thailand

Master & More

32.5

%

•

Korea

Ad Sky Korea

30.0

%

•

Belgium

MTB

49.0

%

•

Belgium

Streep

25.0

%

•

Denmark

City Reklame

45.0

%

•

Other Media Companies

Norway

CAPA

50.0

%

Holland

Kamasutra

49.0

%

(1)	As of September 30, 2005.
(2)	Includes spectaculars, mall displays and other small displays.
(3)	Clear Channel Independent is headquartered and has the majority of its operations in South Africa, but also operates in other African countries such as Angola, Botswana, Lesotho, Malawi, Mauritius, Mozambique, Namibia, Swaziland, Tanzania, Uganda and Zambia.

	Domestic

	International

82

---

Table of Contents

	Leading positions in key markets

	Diversified and global client base

	Business model with significant financial flexibility

	Positioned to capitalize on new technologies

83

---

Table of Contents

	Experienced senior management team

	Positioned to capitalize on emerging international opportunities

	Capitalize on global network and diversified product mix

	Highlight the value of outdoor advertising relative to other media

	Continue to focus on achieving operating efficiencies

84

---

Table of Contents

	Promote customer service

	Pursue attractive acquisitions and other investments worldwide

	Pursue new cost-effective technologies

	Maintain an entrepreneurial culture

85

---

Table of Contents

86

---

Table of Contents

Name		Age				Position		Term as Director
L. Lowry Mays			70			Chairman of the Board and Director			Expires 2007
William D. Parker			43			Director			Expires 2009
James M. Raines			65			Director			Expires 2007
Marsha McCombs Shields			51			Director			Expires 2008
Dale W. Tremblay			47			Director			Expires 2009
Mark P. Mays			42			Chief Executive Officer and Director			Expires 2009
Randall T. Mays			40			Executive Vice President, Chief Financial Officer and Director			Expires 2008
Paul J. Meyer			62			President and Chief Operating Officer
Jonathan D. Bevan			34			Chief Operating Officer — International
Augusto Claux			58			Regional President — Latin America
Michael R. Deeds			63			Executive Vice President — Domestic Operations
Bo Rickard Hedlund			40			Chief Executive Officer — Northern Europe
Michael F. Hudes			44			Global Director — Digital Media
Eugene P. Leehan			43			Regional President — Western United States
Coline L. McConville			41			Chief Executive Officer — Europe
Franklin G. Sisson, Jr.			53			Global Director — Sales and Marketing
Timothy C. Stauning			49			Regional President — Eastern United States
Kurt A. Tingey			40			Executive Vice President — Domestic Chief Financial Officer
Laura C. Toncheff			37			Executive Vice President — Domestic Real Estate, Public Affairs and Legal

87

---

Table of Contents

88

---

Table of Contents

89

---

Table of Contents

	Audit Committee

	•	recommending the hiring or termination of independent auditors and approving any non-audit work performed by such auditor;
	•	approving the overall scope of the audit;
	•	assisting our board of directors in monitoring the integrity of our financial statements, the independent accountant’s qualifications and independence, the performance of the independent accountants and our internal audit function, and our compliance with legal and regulatory requirements;
	•	annually reviewing our independent auditors’ report describing the auditing firms’ internal quality control procedures, any material issues raised by the most recent internal quality control review, or peer review, of the auditing firm;
	•	discussing the annual audited financial and quarterly statements with our management and the independent auditor;

90

---

Table of Contents

	•	discussing earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies;
	•	discussing policies with respect to risk assessment and risk management;
	•	meeting separately, periodically, with management, internal auditors and the independent auditor;
	•	reviewing with the independent auditor any audit problems or difficulties and management’s response;
	•	setting clear hiring policies for employees or former employees of the independent auditors;
	•	annually reviewing the adequacy of the audit committee’s written charter;
	•	reviewing with management any legal matters that may have a material impact on us; and
	•	reporting regularly to our full board of directors.

	Compensation Committee

	Compensation Committee Interlocks and Insider Participation in Compensation Decisions

91

---

Table of Contents

		Amount and Nature of
Name		Beneficial Ownership
L. Lowry Mays			31,242,193	(1)
Mark P. Mays			1,751,246	(2)
Randall T. Mays			1,366,101	(3)
William D. Parker			—
James M. Raines			—
Marsha McCombs Shields			4,755,353	(4)
Dale W. Tremblay			—
Paul J. Meyer			169,374	(5)
Franklin G. Sisson, Jr.			46,774	(6)
All Directors and Executive Officers as a Group (11 persons)			39,349,949	(7)

(1)	Includes 2,750,000 shares subject to options held by Mr. L. Mays, 48,456 shares held by trusts of which Mr. L. Mays is the trustee, but not a beneficiary, 26,677,307 shares held by LLM Partners Ltd of which Mr. L. Mays shares control of the sole general partner, 1,577,120 shares held by the Mays Family Foundation and 102,874 shares held by the Clear Channel Foundation over which Mr. L. Mays has either sole or shared investment or voting authority.
(2)	Includes 300,000 shares subject to options held by Mr. M. Mays, 156,252 shares held by trusts of which Mr. M. Mays is the trustee, but not a beneficiary, and 1,022,293 shares held by MPM Partners, Ltd. Mr. M. Mays controls the sole general partner of MPM Partners, Ltd.
(3)	Includes 300,000 shares subject to options held by Mr. R. Mays, 168,228 shares held by trusts of which Mr. R. Mays is the trustee, but not a beneficiary, and 622,575 shares held by RTM Partners, Ltd. Mr. R. Mays controls the sole general partner of RTM Partners, Ltd.
(4)	Includes 2,080,573 shares held by McCombs Family Ltd. and 2,674,780 shares held by a Foundation over each of which Ms. Shields has either sole or shared investment or voting authority.
(5)	Includes 147,500 shares subject to options held by Mr. Meyer.
(6)	Includes 46,200 shares subject to options held by Mr. Sisson.
(7)	Includes 3,602,800 shares subject to options held by such persons, 327,936 shares held by trusts of which such persons are trustees, but not beneficiaries, 26,677,307 shares held by LLM Partners Ltd, 1,022,293 shares held by MPM Partners, Ltd., 2,080,573 shares held by McCombs Family, Ltd., 622,575 shares held by RTM Partners, Ltd, 4,354,774 shares held by Foundations over which such person has either sole or shared investment or voting authority.

92

---

Table of Contents

																		Long-Term Compensation
						Annual Compensation												Awards								Payouts
														Other Annual				Restricted
Name and														Compensation				Stock								LTIP				All Other
Principal Position		Year				Salary ($)				Bonus ($)				($)(1)				Award(s) ($)				Options (#)				Payout ($)				Compensation ($)
Mark P. Mays(2)			2004				688,469				1,700,000				—				1,113,250(3	)			150,000				—				5,125(4	)
Randall T. Mays			2004				688,293				1,700,000				—				1,113,250(3	)			150,000				—				5,125(4	)
Paul J. Meyer			2004				465,686				342,000				—				—				65,000				—				5,125(4	)
Roger Parry*(5)			2004				785,355				598,719				—				—				35,000				—				214,502(6	)
Franklin G. Sisson, Jr.			2004				249,068				99,250				—				—				15,000				—				4,048(4	)

*	Mr. Parry resigned his position as Chief Executive Officer of Clear Channel International and remains a non-executive level employee with us.

(1)	Perquisites that are less than $50,000 in the aggregate for any named executive officer are not disclosed in the table in accordance with SEC rules.
(2)	Mr. Mays was appointed as the President and Chief Executive Officer of Clear Channel Communications on October 20, 2004. Prior thereto, Mark Mays served as the interim Chief Executive Officer and President and Chief Operating Officer of Clear Channel Communications from May 2004 to October 2004 and as the President and Chief Operating Officer of Clear Channel Communications prior to May 2004.
(3)	Grants of 25,000 shares of restricted stock were awarded on February 19, 2004. The restricted stock had a fair market value of $837,250 as of December 31, 2004. The restriction will lapse and the shares will vest on February 19, 2009. The holder will receive all cash dividends declared and paid during the vesting period.
(4)	Represents the amount of matching contributions paid by Clear Channel Communications under its 401(k) Plan.
(5)	Mr. Parry is a citizen of the United Kingdom. The compensation amounts reported in this table have been converted from British pounds to U.S. dollars using the average exchange rate from each applicable year.
(6)	Includes $62,902 in contracted payments to Mr. Parry in lieu of a company automobile, $9,334 in contracted payments to Mr. Parry in lieu of medical benefit and $142,266 in contributions paid by Clear Channel Communications to Mr. Parry’s pension plan.

93

---

Table of Contents

		Number of				Percent of Total
		Securities				Options Granted to												Grant Date
		Underlying Options				Employees in Fiscal				Exercise or Base								Present
Name		Granted (#)				Year				Price ($/share)				Expiration Date				Value ($)(1)
Mark P. Mays			150,000				3.19	%			44.53				2/19/09				2,265,000
Randall T. Mays			150,000				3.19	%			44.53				2/19/09				2,265,000
Paul J. Meyer			65,000				1.38	%			44.53				2/19/09				981,500
Roger Parry*			35,000				0.75	%			44.53				2/29/09				528,500
Franklin G. Sisson, Jr.			15,000				0.32	%			44.53				2/19/09				226,500

*	Mr. Parry resigned his position as Chief Executive Officer of Clear Channel International and remains a non-executive level employee with us.

(1)

Present value for this option was estimated at the date of grant using the Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 2.21%, a dividend yield of .90%, a volatility factor of the expected market price of Clear Channel Communications’ common stock of 50.0% and the expected life of three years. The present value of stock options granted is based on a theoretical option-pricing model. In actuality, because Clear Channel Communications’ employee stock options are not traded on an exchange, optionees can receive no value nor derive any benefit from holding stock options under these plans without an increase in the market price of Clear Channel Communications stock. Such an increase in stock price would benefit all shareholders commensurately.

Number of Securities

Underlying Unexercised

Value of Unexercised

Options at Fiscal Year

In-The-Money Options at

Shares Acquired on

End (#)

Fiscal Year End ($)

Name

Exercise (#)

Value Realized ($)

Exercisable/Unexercisable

Exercisable/Unexercisable

Mark P. Mays

30,000

772,200

266,500/800,000

-0-/-0-

Randall T. Mays

30,000

772,200

266,500/800,000

-0-/-0-

Paul J. Meyer

—

—

103,750/131,250

-0-/-0-

Roger Parry*

—

—

85,224/147,507

-0-/-0-

Franklin G. Sisson, Jr.

—

—

23,112/77,512

17,764/-0-

*	Mr. Parry resigned his position as Chief Executive Officer of Clear Channel International and remains a non-executive level employee with us.

94

---

Table of Contents

95

---

Table of Contents

96

---

Table of Contents

	Administration

	Securities Covered by the Plan

	Individual Award Limitations

	Eligibility

97

---

Table of Contents

	Forms of Award

98

---

Table of Contents

	Adjustments of Awards

	Amendment and Termination of the Plan; Term

	United States Income Tax Considerations

99

---

Table of Contents

100

---

Table of Contents

101

---

Table of Contents

	The Transfers

102

---

Table of Contents

	•	the assets, businesses or liabilities contributed, transferred or assumed as part of the separation;
	•	any consents or approvals required in connection with the transfers;
	•	the value, or freedom from any security interests, of, or any other matter concerning, any assets transferred;
	•	the absence of any defenses or right of set-off or freedom from counterclaim with respect to any claim or other assets of either us or Clear Channel Communications; or
	•	the legal sufficiency of any document or instrument delivered to convey title to any asset transferred.

	Auditors and Audits; Annual Financial Statements and Accounting

	Exchange of Other Information

103

---

Table of Contents

	Releases and Indemnification

	•	the failure by us or any of our affiliates or any other person or entity to pay, perform or otherwise promptly discharge any liabilities or contractual obligations associated with our businesses, whether arising before or after the separation;
	•	the operations, liabilities and contractual obligations of our business whether arising before or after the separation;
	•	any guarantee, indemnification obligation, surety bond or other credit support arrangement by Clear Channel Communications or any of its affiliates for our benefit;
	•	any breach by us or any of our affiliates of the Master Agreement, the other transaction documents or our amended and restated certificate of incorporation or bylaws;
	•	any untrue statement of, or omission to state, a material fact in Clear Channel Communications’ public filings to the extent the statement or omission was as a result of information that we furnished to Clear Channel Communications or that Clear Channel Communications incorporated by reference from our public filings, if the statement or omission was made or occurred after the separation; and
	•	any untrue statement of, or omission to state, a material fact in any registration statement or prospectus related to this offering, except to the extent the statement was made or omitted in reliance upon information provided to us by Clear Channel Communications expressly for use in any such registration statement or prospectus or information relating to and provided by any underwriter expressly for use in any such registration statement or prospectus.

	•	the failure of Clear Channel Communications or any of its affiliates or any other person or entity to pay, perform or otherwise promptly discharge any liabilities of Clear Channel Communications or its affiliates, other than liabilities associated with our businesses, whether arising before or after the separation;
	•	the liabilities of Clear Channel Communications and its affiliates’ businesses, other than liabilities associated with our businesses;
	•	any breach by Clear Channel Communications or any of its affiliates of the Master Agreement or the other transaction documents;
	•	any untrue statement of, or omission to state, a material fact in our public filings to the extent the statement or omission was as a result of information that Clear Channel Communications furnished to us or that we incorporated by reference from Clear Channel Communications’ public filings, if the statement or omission was made or occurred after the separation; and

104

---

Table of Contents

	•	any untrue statement of, or omission to state, a material fact contained in any registration statement or prospectus related to this offering, but only to the extent the statement or omission was made or omitted in reliance upon information provided by Clear Channel Communications expressly for use in any such registration statement or prospectus.

	Dispute Resolution Procedures

	Other Provisions

	•	our agreement (subject to certain limited exceptions) not to repurchase shares of our outstanding Class A common stock or any other securities convertible into or exercisable for our Class A common stock, without first obtaining the prior written consent or affirmative vote of Clear Channel Communications, for so long as Clear Channel Communications owns more than 50% of the total voting power of our common stock;
	•	confidentiality of our and Clear Channel Communications’ information;
	•	our right to continue coverage under Clear Channel Communications’ insurance policies for so long as Clear Channel Communications owns more than 50% of our outstanding common stock;
	•	restrictions on our ability to take any action or enter into any agreement that would cause Clear Channel Communications to violate any law, organizational document, agreement or judgment;
	•	restrictions on our ability to take any action that limits Clear Channel Communications’ ability to freely sell, transfer, pledge or otherwise dispose of our stock;
	•	our obligation to comply with Clear Channel Communications’ policies applicable to its subsidiaries for so long as Clear Channel Communications owns more than 50% of the total voting power of our outstanding common stock, except (i) to the extent such policies conflict with our amended and restated certificate of incorporation or bylaws or any of the agreements between Clear Channel Communications and us, or (ii) as otherwise agreed with Clear Channel Communications or superseded by any policies adopted by our board of directors; and
	•	restrictions on our ability to enter into any agreement that binds or purports to bind Clear Channel Communications.

105

---

Table of Contents

	Approval Rights of Clear Channel Communications on Certain of our Activities

	•	a merger involving us or any of our subsidiaries (other than mergers involving our subsidiaries or to effect acquisitions permitted under our amended and restated certificate of incorporation);
	•	acquisitions by us or our subsidiaries of the stock or assets of another business for a price (including assumed debt) in excess of $5 million;
	•	dispositions by us or our subsidiaries of assets in a single transaction or a series of related transactions for a price (including assumed debt) in excess of $5 million;
	•	incurrence or guarantee of debt by us or our subsidiaries in excess of $400.0 million outstanding at any one time or that could reasonably be expected to result in a negative change in any of our credit ratings, excluding our debt with Clear Channel Communications described in this prospectus, intercompany debt (within our company and its subsidiaries), and debt determined to constitute operating leverage by a nationally recognized statistical rating organization;
	•	issuance by us or our subsidiaries of capital stock or other securities convertible into capital stock;
	•	enter into any agreement restricting our ability or the ability of any of our subsidiaries to pay dividends, borrow money, repay indebtedness, make loans or transfer assets, in any such case to our company or Clear Channel Communications;
	•	dissolution, liquidation or winding up of our company or any of our subsidiaries;
	•	adoption of a rights agreement; and
	•	alteration, amendment, termination or repeal of, or adoption of any provision inconsistent with, the provisions of our amended and restated certificate of incorporation or our bylaws relating to our authorized capital stock, the rights granted to the holders of the Class B common stock, amendments to our bylaws, stockholder action by written consent, stockholder proposals and meetings, limitation of liability of and indemnification of our officers and directors, the size or classes of our board of directors, corporate opportunities and conflicts of interest between our company and Clear Channel Communications, and Section 203 of the Delaware General Corporation Law.

	•	treasury, payroll and other financial related services;
	•	executive officer services;
	•	human resources and employee benefits;
	•	legal and related services;
	•	information systems, network and related services;
	•	investment services;
	•	corporate services; and
	•	procurement and sourcing support.

106

---

Table of Contents

107

---

Table of Contents

	•	a demand registration within 60 days after the effective date of a previous demand registration, other than a shelf registration pursuant to Rule 415 under the Securities Act;
	•	a demand registration within 180 days after the effective date of the registration statement of which this prospectus is a part;
	•	a demand registration, unless the demand request is for a number of shares of common stock with a market value that is equal to at least $150.0 million; and
	•	more than two demand registrations during the first 12 months after this offering or more than three demand registrations during any 12-month period thereafter.

108

---

Table of Contents

	•	have been sold pursuant to an effective registration statement under the Securities Act;
	•	have been sold to the public pursuant to Rule 144 under the Securities Act;
	•	have been transferred in a transaction where subsequent public distribution of the shares would not require registration under the Securities Act; or
	•	are no longer outstanding.

109

---

Table of Contents

110

---

Table of Contents

111

---

Table of Contents

112

---

Table of Contents

	Voting Rights

	Dividends

	Conversion

113

---

Table of Contents

	Conversion After a Tax-Free Spin-Off

	Other Rights

	•	restricting dividends on our common stock;
	•	diluting the voting power of our common stock;
	•	impairing the liquidation rights of our common stock; or
	•	delaying or preventing a change in control of our company without further action by our stockholders.

114

---

Table of Contents

115

---

Table of Contents

	•	acquisition of us by means of a tender offer or merger;
	•	acquisition of us by means of a proxy contest or otherwise; or
	•	removal of our incumbent officers and directors.

	Election and Removal of Directors

	Size of Board and Vacancies

116

---

Table of Contents

	Stockholder Action by Written Consent

	Amendment of Our Bylaws

	Amendment of Certain Provisions of Our Amended and Restated Certificate of Incorporation

	Stockholder Meetings

117

---

Table of Contents

	Requirements for Advance Notification of Stockholder Nominations and Proposals

	Delaware Anti-Takeover Law

118

---

Table of Contents

	No Cumulative Voting

	Transfer Agent and Registrar

	New York Stock Exchange Listing

119

---

Table of Contents

120

---

Table of Contents

121

---

Table of Contents

	•	becoming liable for consolidated funded indebtedness (as defined in the note), excluding certain intercompany indebtedness or guarantees of indebtedness incurred by Clear Channel Communications or certain of its subsidiaries, in a principal amount in excess of $400.0 million at any one time outstanding;
	•	creating liens;
	•	making investments;
	•	sale and leaseback transactions (as defined in the note), which when aggregated with consolidated funded indebtedness secured by liens, will not exceed an amount equal to 10% of our total consolidated shareholder’s equity (as defined in the note) as shown on our most recently reported annual audited consolidated financial statements;
	•	disposing of all or substantially all of our assets;
	•	mergers and consolidations;
	•	declaring or paying dividends or other distributions;
	•	repurchasing our equity; and
	•	limitations on entering into transactions with our affiliates.

122

---

Table of Contents

	•	an individual citizen or resident of the United States (including certain former citizens and former long-term residents);
	•	a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
	•	an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
	•	a trust if it (a) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (b) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

123

---

Table of Contents

	•	complete Internal Revenue Service Form W-8BEN (or other applicable form) and certify under penalty of perjury that such holder is not a United States person as defined under the Code and is eligible for treaty benefits; or
	•	if our Class A common stock is held through certain foreign intermediaries, satisfy the relevant certification requirements of applicable United States Treasury regulations.

	•	the gain is effectively connected with a trade or business of the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment of the non-U.S. holder);
	•	the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or
	•	we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes.

124

---

Table of Contents

125

---

Table of Contents

Underwriters		Number of Shares
Goldman, Sachs & Co.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
UBS Securities LLC
Banc of America Securities LLC
Bear, Stearns & Co. Inc.
Credit Suisse First Boston LLC
A.G. Edwards & Sons, Inc.
Allen & Company LLC
Barrington Research Associates, Inc.
Harris Nesbitt Corp.
SunTrust Capital Markets, Inc.
Wachovia Capital Markets, LLC
Total

Paid by the Company		No Exercise				Full Exercise
Per Share
Total

126

---

Table of Contents

	•	the issuance by us of shares of our Class A common stock or our Class B common stock in connection with the transactions described in this prospectus;
	•	the grant by us of employee stock options or stock appreciation rights with respect to shares of our Class A common stock, or shares of Class A common stock pursuant to the terms of an employee benefit plan or other plan described in this prospectus or as otherwise described in this prospectus;
	•	the issuance by us of shares of our Class A common stock upon the conversion of shares of our Class B common stock (other than automatic conversions of shares of our Class B common stock into shares of our Class A common stock, pursuant to the terms of our amended and restated certificate of incorporation, resulting from a transfer of shares of our Class B common stock);
	•	the issuance by us of shares of our Class A common stock pursuant to the exercise of any employee stock options granted pursuant to the terms of a plan described in this prospectus or as otherwise described in this prospectus, or upon the conversion, exchange or exercise of convertible, exchangeable or exercisable securities outstanding as of the date of this prospectus;
	•	the issuance by us of shares of our Class A common stock in connection with the merger or joint venture with, or acquisition of, another company, or the acquisition of the assets or property of another company, and the related entry into a merger or acquisition agreement, so long as (i) the recipients of shares of our Class A common stock in such transaction agree to be bound by the lock-up restrictions described in this prospectus, or (ii) the aggregate number of shares of our Class A common stock issued in such transactions, taken together, does not exceed 10% of the aggregate number of shares of our Class A common stock issued in this offering;
	•	transfers by our directors and executive officers of shares of our Class A common stock (i) to a spouse, child or other dependent or member of immediate family or pursuant to a domestic relations order of a court of competent jurisdiction, provided that such recipient agrees to be bound by the lock-up restrictions described in this prospectus, (ii) to any trust, family partnership or similar entity for the direct or indirect benefit of the director or executive officer, provided that the trust, partnership or similar entity agrees to be bound by the lock-up restrictions described in this prospectus or (iii) in connection with the exchange or surrender of shares of our Class A common stock to us in satisfaction or payment of the exercise price of stock options or to satisfy any tax withholding obligations in respect of such option exercise; and
	•	transfers by Clear Channel Communications, Inc. or any other person of shares of our Class B common stock provided that such transfers do not result in the automatic conversion of shares of our Class B common stock into shares of our Class A common stock pursuant to the terms of our amended and restated certificate of incorporation.

127

---

Table of Contents

128

---

Table of Contents

	(a) it has not made or will not make an offer of shares to the public in the United Kingdom within the meaning of section 102B of the Financial Services and Markets Act 2000 (as amended) (FSMA) except to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities or otherwise in circumstances which do not require the publication by the company of a prospectus pursuant to the Prospectus Rules of the Financial Services Authority (FSA);
	(b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) to persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which section 21 of FSMA would not, if the company were not an authorised person, apply to the company; and
	(c) it has complied with, and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

	(a) to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;
	(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or
	(c) in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

129

---

Table of Contents

130

---

Table of Contents

131

---

Report of Independent Registered Public Accounting Firm				F-2
Audited Financial Statements:
	Combined Balance Sheets as of December 31, 2003 and 2004			F-3
	Combined Statements of Operations for the three years ended December 31, 2004			F-4
	Combined Statements of Changes in Owner’s Equity for the three years ended December 31, 2004			F-5
	Combined Statements of Cash Flows for the three years ended December 31, 2004			F-6
	Notes to Combined Financial Statements			F-7
Unaudited Interim Financial Statements:
	Report of Independent Registered Public Accounting Firm			F-29
	Combined Balance Sheets at September 30, 2005 and December 31, 2004			F-30
	Combined Statements of Operations for the nine months ended September 30, 2005 and 2004			F-31
	Combined Statements of Changes in Owner’s Equity for the nine months ended September 30, 2005			F-32
	Combined Statements of Cash Flows for the nine months ended September 30, 2005 and 2004			F-33
	Notes to Combined Financial Statements			F-34
Report of Independent Registered Public Accounting Firm on Financial Statement Schedule				F-42
Schedule II — Valuation and Qualifying Accounts				F-43
Form of Underwriting Agreement
Opinion of Fulbright & Jaworski L.L.P.
Letter re Unaudited Interim Financial Information
Form of Consent of Auditor

F-1

---

Table of Contents

	/s/ Ernst & Young LLP

	Ernst & Young LLP

F-2

---

Table of Contents

			December 31,
			2004				2003
			(In thousands)
ASSETS
CURRENT ASSETS
Cash and cash equivalents			$	37,948			$	34,105
Accounts receivable, less allowance of $19,487 in 2004 and $15,713 in 2003				661,244				630,758
Due from Clear Channel Communications				302,634				154,446
Prepaid expenses				59,601				58,133
Other current assets				45,813				81,227
	Total Current Assets			1,107,240				958,669
PROPERTY, PLANT AND EQUIPMENT
Land, buildings and improvements				318,478				304,492
Structures				3,110,233				2,888,834
Furniture and other equipment				238,973				203,998
Construction in progress				54,021				68,481
				3,721,705				3,465,805
Less accumulated depreciation				1,525,720				1,201,699
				2,195,985				2,264,106
INTANGIBLE ASSETS
Definite-lived intangibles, net				334,284				384,567
Indefinite-lived intangibles — permits				211,690				424,640
Goodwill				787,006				700,797
OTHER ASSETS
Notes receivable				5,872				6,286
Investments in, and advances to, nonconsolidated affiliates				175,057				155,646
Deferred tax asset				231,056				155,193
Other assets				189,513				166,435
Other investments				3,230				16,481
	Total Assets		$	5,240,933			$	5,232,820
LIABILITIES AND OWNER’S EQUITY
CURRENT LIABILITIES
Accounts payable			$	243,542			$	274,951
Accrued expenses				264,567				226,497
Accrued interest				558				220
Deferred income				94,120				97,771
Current portion of long-term debt				146,268				136,763
	Total Current Liabilities			749,055				736,202
Long-term debt				30,112				70,254
Debt with Clear Channel Communications				1,463,000				1,463,000
Other long-term liabilities				205,811				148,560
Minority interest				63,302				54,640
Commitment and contingent liabilities (Note G)
OWNER’S EQUITY
Owner’s net investment				6,679,664				6,679,664
Retained deficit				(4,250,222	)			(4,094,842	)
Accumulated other comprehensive income				300,211				175,342
	Total Owner’s Equity			2,729,653				2,760,164
	Total Liabilities and Owner’s Equity		$	5,240,933			$	5,232,820

F-3

---

Table of Contents

			Year Ended December 31,
			2004				2003				2002
			(In thousands)
Revenue			$	2,447,040			$	2,174,597			$	1,859,641
Operating expenses:
	Direct operating expenses (exclusive of depreciation and amortization)			1,262,317				1,133,386				957,830
	Selling, general and administrative expenses (exclusive of depreciation and amortization)			499,457				456,893				392,803
	Depreciation and amortization			388,217				379,640				336,895
	Corporate expenses (exclusive of depreciation and amortization)			53,770				54,233				52,218
Operating income				243,279				150,445				119,895
Interest expense				14,177				14,201				11,623
Intercompany interest expense				145,653				145,648				227,402
Equity in earnings (loss) of nonconsolidated affiliates				(76	)			(5,142	)			3,620
Other income (expense) — net				(13,341	)			(8,595	)			9,164
Income (loss) before income taxes and cumulative effect of a change in accounting principle				70,032				(23,141	)			(106,346	)
Income tax (expense) benefit:
Current				(23,422	)			12,092				72,008
Deferred				(39,132	)			(23,944	)			(21,370	)
Income (loss) before cumulative effect of change in accounting principle				7,478				(34,993	)			(55,708	)
Cumulative effect of change in accounting principle, net of tax of, $113,173 in 2004 and $504,927 in 2002				(162,858	)			—				(3,527,198	)
Net loss				(155,380	)			(34,993	)			(3,582,906	)
Other comprehensive income (loss), net of tax:
	Foreign currency translation adjustments			124,869				216,214				135,612
Comprehensive income (loss)			$	(30,511	)		$	181,221			$	(3,447,294	)

F-4

---

Table of Contents

										Accumulated Other
		Owner’s Net				Retained				Comprehensive
		Investment				Deficit				Income				Total
		(In thousands)
Balances at December 31, 2001		$	6,066,825			$	(476,943	)		$	(176,484	)		$	5,413,398
Net loss			—				(3,582,906	)			—				(3,582,906	)
Net transfers from Clear Channel Communications			612,839				—				—				612,839
Currency translation adjustment			—				—				135,612				135,612
Balances at December 31, 2002			6,679,664				(4,059,849	)			(40,872	)			2,578,943
Net loss			—				(34,993	)			—				(34,993	)
Currency translation adjustment			—				—				216,214				216,214
Balances at December 31, 2003			6,679,664				(4,094,842	)			175,342				2,760,164
Net loss			—				(155,380	)			—				(155,380	)
Currency translation adjustment			—				—				124,869				124,869
Balances at December 31, 2004		$	6,679,664			$	(4,250,222	)		$	300,211			$	2,729,653

F-5

---

Table of Contents

			Year Ended December 31,
			2004				2003				2002
			(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss			$	(155,380	)		$	(34,993	)		$	(3,582,906	)
Reconciling items:
	Cumulative effect of a change in accounting principle, net of tax			162,858				—				3,527,198
	Depreciation			321,071				312,692				271,683
	Amortization of intangibles			67,146				66,948				65,212
	Deferred taxes			39,132				23,944				21,370
	(Gain) loss on sale of operating and fixed assets			(11,718	)			(11,047	)			(7,118	)
	(Gain) loss on sale of other investments			—				(81	)			—
	Equity in earnings (loss) of nonconsolidated affiliates			76				5,142				(3,620	)
	Increase (decrease) other, net			5,024				2,888				(16,603	)
Changes in operating assets and liabilities, net of effects of acquisitions:
	Decrease (increase) in accounts receivable			(21,149	)			(84,197	)			(28,870	)
	Decrease (increase) in prepaid expenses			(1,468	)			(5,478	)			4,598
	Decrease (increase) in other current assets			4,262				2,589				11,377
	Increase (decrease) in accounts payable, accrued expenses and other liabilities			51,535				99,583				57,821
	Increase (decrease) in accrued interest			343				(692	)			41
	Increase (decrease) in deferred income			(2,537	)			10,587				17,220
	Increase (decrease) in accrued income taxes			33,300				45,574				(17,168	)
Net cash provided by operating activities				492,495				433,459				320,235
CASH FLOWS FROM INVESTING ACTIVITIES
Decrease (increase) in notes receivable, net				414				(202	)			98
Decrease (increase) in investments in, and advances to nonconsolidated affiliates — net				(6,986	)			(619	)			(6,068	)
Purchase of other investments				(961	)			—				—
Proceeds from sale of other investment				12,076				—				—
Purchases of property, plant and equipment				(176,140	)			(205,145	)			(290,187	)
Proceeds from disposal of assets				8,354				48,806				45,991
Acquisition of operating assets				(94,878	)			(44,137	)			(154,685	)
Decrease (increase) in other — net				(52,537	)			(28,865	)			(25,993	)
Net cash used in investing activities				(310,658	)			(230,162	)			(430,844	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Draws on credit facilities				71,389				122,032				192,418
Payments on credit facilities				(104,945	)			(190,077	)			(175,646	)
Proceeds from issuance of debt with Clear Channel Communications				—				—				154,685
Net transfers (to) from Clear Channel Communications				(148,188	)			(154,446	)			1,736
Payments on long-term debt				(262	)			—				—
Net cash provided by (used in) financing activities				(182,006	)			(222,491	)			173,193
Effect of exchange rate changes on cash				4,012				7,558				(16,843	)
Net increase (decrease) in cash and cash equivalents				3,843				(11,636	)			45,741
Cash and cash equivalents at beginning of year				34,105				45,741				—
Cash and cash equivalents at end of year			$	37,948			$	34,105			$	45,741
SUPPLEMENTAL DISCLOSURE
	Cash paid during the year for interest		$	175,395			$	198,296			$	267,972
	Cash paid during the year for taxes		$	22,195			$	18,043			$	12,996

F-6

---

Table of Contents

	Basis of Presentation

	Nature of Business

	Principles of Combination

	Cash and Cash Equivalents

	Allowance for Doubtful Accounts

	Prepaid Expenses

F-7

---

Table of Contents

	Purchase Accounting

	Asset Retirement Obligation

	Property, Plant and Equipment

	Buildings and improvements — 10 to 39 years
	Structures — 5 to 40 years
	Furniture and other equipment — 3 to 20 years
	Leasehold improvements — shorter of economic life or lease term assuming renewal periods, if appropriate

F-8

---

Table of Contents

	Intangible Assets

	Nonconsolidated Affiliates

	Financial Instruments

F-9

---

Table of Contents

	Income Taxes

	Revenue Recognition

	Foreign Currency

	Use of Estimates

	New Accounting Pronouncements

F-10

---

Table of Contents

F-11

---

Table of Contents

	Stock Based Compensation

			2004				2003				2002
			(In thousands)
Income (loss) before cumulative effect of a change in accounting principle:
	Reported		$	7,478			$	(34,993	)		$	(55,708	)
	Pro forma stock compensation expense, net of tax			(6,474	)			(3,701	)			(4,447	)
	Pro Forma		$	1,004			$	(38,694	)		$	(60,155	)

F-12

---

Table of Contents

	Definite-lived Intangibles

			2004								2003
			Gross Carrying				Accumulated				Gross Carrying				Accumulated
			Amount				Amortization				Amount				Amortization
			(In thousands)
Transit, street furniture, and other contractual rights			$	688,373			$	364,939			$	655,775			$	289,821
Other				57,093				46,243				56,301				37,688
	Total		$	745,466			$	411,182			$	712,076			$	327,509

		(In thousands)
2005		$	83,251
2006			73,072
2007			47,875
2008			20,049
2009			17,502

	Indefinite-lived Intangibles

F-13

---

Table of Contents

F-14

---

Table of Contents

	Goodwill

			Domestic				International				Total
			(In thousands)
Balance as of December 31, 2002			$	346,837			$	294,129			$	640,966
	Acquisitions			2,371				13,611				15,982
	Dispositions			(894	)			—				(894	)
	Foreign currency translation			—				48,392				48,392
	Adjustments			(2,978	)			(671	)			(3,649	)
Balance as of December 31, 2003				345,336				355,461				700,797
	Acquisitions			53,719				3,066				56,785
	Foreign currency translation			—				29,401				29,401
	Adjustments			(1,678	)			1,701				23
Balance as of December 31, 2004			$	397,377			$	389,629			$	787,006

	2004 Acquisitions:

	Medallion Merger

	2003 Acquisitions:

F-15

---

Table of Contents

	2002 Acquisitions:

	Ackerley Merger

		(In thousands)
Revenue		$	1,887,051
Income (loss) before cumulative effect of a change in accounting principle		$	(38,871	)
Net loss		$	(3,566,069	)

	Other

	Acquisition Summary

		2004				2003
		(In thousands)
Accounts receivable		$	—			$	210
Property, plant and equipment			15,061				10,945
Permits			36,956				19,499
Goodwill			45,762				7,795
Investments			2,512				11,993
			100,291				50,442
Other liabilities			(3,058	)			(6,354	)
Deferred tax			(2,355	)			49
			(5,413	)			(6,305	)
Cash paid for acquisitions		$	94,878			$	44,137

F-16

---

Table of Contents

	Restructuring:

			2004				2003				2002
			(In thousands)
Severance and lease termination costs:
	Accrual at January 1		$	2,661			$	8,940			$	—
	Estimated costs charged to restructuring accrual in purchase accounting			—				—				9,375
	Adjustments to restructuring accrual			(377	)			(5,265	)			—
	Payments charged against restructuring accrual			(357	)			(1,014	)			(435	)
Remaining severance and lease termination accrual at December 31			$	1,927			$	2,661			$	8,940

	Clear Media

F-17

---

Table of Contents

	Clear Channel Independent

	Alessi

	Summarized Financial Information

		Clear												All
		Media				CCI				Alessi				Others				Total
		(In thousands)
At December 31, 2003		$	77,257			$	29,557			$	22,977			$	25,855			$	155,646
Acquisition (disposition) of investments			—				1,456				520				(298	)			1,678
Transfers from cost investments and other reclasses			—				—				—				852				852
Additional investment, net			—				7,508				—				(522	)			6,986
Equity in net earnings (loss)			(3,990	)			5,475				707				(2,268	)			(76	)
Foreign currency translation adjustment			(33	)			7,372				1,894				738				9,971
At December 31, 2004		$	73,234			$	51,368			$	26,098			$	24,357			$	175,057

	Other Investments

F-18

---

Table of Contents

			(In thousands)
Balance at December 31, 2003			$	24,000
	Adjustment due to change in estimate of related costs			26,850
	Accretion of liability			1,800
	Liabilities settled			(3,434	)
Balance at December 31, 2004			$	49,216

		December 31,
		2004				2003
		(In thousands)
Debt with Clear Channel Communications		$	1,463,000			$	1,463,000
Bank credit facilities			23,938				50,119
Other long-term debt			152,442				156,898
			1,639,380				1,670,017
Less: current portion			146,268				136,763
Total long-term debt		$	1,493,112			$	1,533,254

	Debt with Clear Channel Communications

	Bank Credit Facility

F-19

---

Table of Contents

	Debt Covenants

	Other Debt

		(In thousands)
2005		$	146,268
2006			3,728
2007			841
2008			660
2009			24,110
Thereafter			1,463,773
Total		$	1,639,380

F-20

---

Table of Contents

		Non-Cancelable				Non-Cancelable				Capital
		Operating Leases				Contracts				Expenditures
		(In thousands)
2005		$	177,567			$	382,528			$	119,687
2006			157,150				281,051				44,186
2007			133,677				191,959				18,879
2008			117,503				149,640				18,876
2009			100,524				133,945				6,346
Thereafter			567,593				528,429				15,742
Total		$	1,254,014			$	1,667,552			$	223,716

F-21

---

Table of Contents

F-22

---

Table of Contents

			2004				2003				2002
			(In thousands)
Current — federal			$	(10,291	)		$	(27,813	)		$	(85,352	)
Current — foreign				34,894				22,734				20,796
Current — state				(1,181	)			(7,013	)			(7,452	)
	Total current			23,422				(12,092	)			(72,008	)
Deferred — federal				40,048				44,098				50,476
Deferred — foreign				(18,339	)			(27,714	)			(37,759	)
Deferred — state				17,423				7,560				8,653
	Total deferred			39,132				23,944				21,370
Income tax expense (benefit)			$	62,554			$	11,852			$	(50,638	)

F-23

---

Table of Contents

			2004				2003
			(In thousands)
Deferred tax liabilities:
	Foreign		$	37,185			$	55,524
	Other			1,816				2,605
Total deferred tax liabilities				39,001				58,129
Deferred tax assets:
	Intangibles and fixed assets			266,053				209,214
	Accrued expenses			1,163				1,273
	Equity in earnings			2,138				776
	Net operating loss carryforwards			—				753
	Bad debt reserves			1,624				1,396
	Deferred income			8,762				11,463
	Other			95				47
Total gross deferred tax assets				279,835				224,922
Net deferred tax assets				240,834				166,793
Less current portion				9,778				11,600
Long term deferred tax asset			$	231,056			$	155,193

F-24

---

Table of Contents

		2004				2003				2002
		(In thousands)
Income tax expense (benefit) at statutory rates		$	24,511			$	(8,100	)		$	(37,221	)
State income taxes, net of federal tax benefit			16,242				547				1,201
Foreign taxes			11,379				5,974				(19,620	)
Nondeductible items			607				560				476
Additional deferred tax expense			4,804				—				—
Tax contingencies			4,626				10,116				3,892
Subpart F income			441				2,542				871
Other, net			(56	)			213				(237	)
		$	62,554			$	11,852			$	(50,638	)

NOTE J —	OWNER’S EQUITY

	Stock Options

	Restricted Stock Awards

F-25

---

Table of Contents

			For the Year Ended December 31,
			2004				2003				2002
			(In thousands)
The following details the components of “Other income (expense) — net”:
	Royalty fee to Clear Channel Communications		$	(15,809	)		$	(14,063	)		$	—
	Gain on sale of operating and fixed assets			11,718				11,047				7,118
	Asset retirement obligation			—				(7,000	)			—
	Minority interest			(7,602	)			(3,906	)			1,778
	Other			(1,648	)			5,327				268
Total other income (expense) — net			$	(13,341	)		$	(8,595	)		$	9,164

F-26

---

Table of Contents

		Domestic				International				Corporate				Combined
		(In thousands)
2004
Revenue		$	1,092,089			$	1,354,951			$	—			$	2,447,040
Direct operating expenses			468,687				793,630				—				1,262,317
Selling, general and administrative expenses			173,010				326,447				—				499,457
Depreciation and amortization			186,620				201,597				—				388,217
Corporate expenses			—				—				53,770				53,770
Operating income (loss)		$	263,772			$	33,277			$	(53,770	)		$	243,279
Identifiable assets		$	3,378,761			$	1,862,172			$	—			$	5,240,933
Capital expenditures		$	60,506			$	115,634			$	—			$	176,140
2003
Revenue		$	1,006,376			$	1,168,221			$	—			$	2,174,597
Direct operating expenses			435,075				698,311				—				1,133,386
Selling, general and administrative expenses			161,579				295,314				—				456,893
Depreciation and amortization			194,237				185,403				—				379,640
Corporate expenses			—				—				54,233				54,233
Operating income (loss)		$	215,485			$	(10,807	)		$	(54,233	)		$	150,445
Identifiable assets		$	3,507,019			$	1,725,801			$	—			$	5,232,820
Capital expenditures		$	60,685			$	144,460			$	—			$	205,145
2002
Revenue		$	911,493			$	948,148			$	—			$	1,859,641
Direct operating expenses			399,006				558,824				—				957,830
Selling, general and administrative expenses			158,159				234,644				—				392,803
Depreciation and amortization			179,947				156,948				—				336,895
Corporate expenses			—				—				52,218				52,218
Operating income (loss)		$	174,381			$	(2,268	)		$	(52,218	)		$	119,895
Identifiable assets		$	3,494,697			$	1,431,508			$	—			$	4,926,205
Capital expenditures		$	83,563			$	206,624			$	—			$	290,187

F-27

---

Table of Contents

NOTE N —	2004 QUARTERLY RESULTS OF OPERATIONS (Unaudited)

			For the Three Months Ended
			March 31				June 30				September 30				December 31
			(In thousands)
Revenue			$	521,593			$	639,549			$	600,166			$	685,732
Operating expenses:
	Direct operating expenses			293,833				312,815				317,754				337,897
	Selling, general and administrative expenses			118,040				119,310				120,856				141,269
	Depreciation and amortization			99,750				92,806				96,254				99,407
	Corporate expenses			11,856				14,681				12,914				14,319
Operating income (loss)				(1,886	)			99,937				52,388				92,840
Interest expense				3,675				3,600				3,836				3,066
Intercompany interest expense				36,413				36,413				36,413				36,414
Equity in earnings of nonconsolidated affiliates				319				4,468				(2,517	)			(2,346	)
Other income (expense) — net				(6,435	)			(5,203	)			(5,572	)			3,869
Income (loss) before income taxes and cumulative effect of a change in accounting principle				(48,090	)			59,189				4,050				54,883
Income tax (expense) benefit				35,706				(43,946	)			(3,009	)			(51,305	)
Income (loss) before cumulative effect of a change in accounting principle				(12,384	)			15,243				1,041				3,578
Cumulative effect of a change in accounting principle, net of tax of $113,173				—				—				—				(162,858	)
Net income (loss)			$	(12,384	)		$	15,243			$	1,041			$	(159,280	)

NOTE O —	SUBSEQUENT EVENTS

F-28

---

Table of Contents

	/s/ Ernst & Young LLP

	Ernst & Young LLP

F-29

---

Table of Contents

			September 30,				December 31,
			2005				2004
			(In thousands)
			(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents			$	91,676			$	37,948
Accounts receivable, less allowance of $22,930 at September 30, 2005 and $19,487 at December 31, 2004				679,469				661,244
Due from Clear Channel Communications				362,154				302,634
Prepaid expenses				69,060				59,601
Other current assets				40,928				45,813
	Total Current Assets			1,243,287				1,107,240
PROPERTY, PLANT AND EQUIPMENT
Land, buildings and improvements				310,156				318,478
Structures				3,287,778				3,110,233
Furniture and other equipment				237,304				238,973
Construction in progress				54,977				54,021
				3,890,215				3,721,705
Less accumulated depreciation				1,718,018				1,525,720
				2,172,197				2,195,985
INTANGIBLE ASSETS
Definite-lived intangibles, net				255,028				334,284
Indefinite-lived intangibles — permits				212,507				211,690
Goodwill				760,455				787,006
OTHER ASSETS
Notes receivable				5,821				5,872
Investments in, and advances to, nonconsolidated affiliates				99,447				175,057
Deferred tax asset				243,030				231,056
Other assets				302,915				189,513
Other investments				835				3,230
	Total Assets		$	5,295,522			$	5,240,933
LIABILITIES AND OWNER’S EQUITY
CURRENT LIABILITIES
Accounts payable			$	209,948			$	243,542
Accrued expenses				325,477				264,567
Accrued interest				2,443				558
Accrued income tax				19,520				—
Deferred income				98,135				94,120
Current portion of long-term debt				152,377				146,268
	Total Current Liabilities			807,900				749,055
Long-term debt				96,759				30,112
Debt with Clear Channel Communications				3,963,000				1,463,000
Other long-term liabilities				175,965				205,811
Minority interest				163,549				63,302
Commitment and contingent liabilities (Note 4)
OWNER’S EQUITY
Owners net investment				4,179,664				6,679,664
Retained deficit				(4,229,060	)			(4,250,222	)
Accumulated other comprehensive income				137,745				300,211
	Total Owner’s Equity			88,349				2,729,653
	Total Liabilities and Owner’s Equity		$	5,295,522			$	5,240,933

F-30

---

Table of Contents

			Nine Months Ended September 30,
			2005				2004
			(In thousands)
Revenue			$	1,931,471			$	1,761,308
Operating expenses:
	Direct operating expenses (exclusive of depreciation and amortization)			988,448				924,420
	Selling, general and administrative expenses (exclusive of depreciation and amortization)			410,075				358,188
	Depreciation and amortization			290,233				288,810
	Corporate expenses (exclusive of depreciation and amortization)			39,397				39,451
Operating income				203,318				150,439
Interest expense				9,874				11,111
Intercompany interest expense				133,093				109,239
Equity in earnings of nonconsolidated affiliates				9,908				2,270
Other income (expense) — net				(17,353	)			(17,210	)
Income before income taxes				52,906				15,149
Income tax (expense) benefit:
	Current			(37,767	)			6,481
	Deferred			6,023				(17,730	)
Net income				21,162				3,900
Other comprehensive loss, net of tax:
	Foreign currency translation adjustments			(162,466	)			(8,103	)
Comprehensive loss			$	(141,304	)		$	(4,203	)

F-31

---

Table of Contents

		Owner’s Net								Accumulated Other
		Investment				Retained Deficit				Comprehensive Income				Total
		(In thousands)
Balances at December 31, 2004		$	6,679,664			$	(4,250,222	)		$	300,211			$	2,729,653
Net income			—				21,162				—				21,162
Dividend payable to Clear Channel Communications			(2,500,000	)			—				—				(2,500,000	)
Currency translation adjustment			—				—				(162,466	)			(162,466	)
Balances at September 30, 2005		$	4,179,664			$	(4,229,060	)		$	137,745			$	88,349

F-32

---

Table of Contents

			Nine Months Ended
			September 30,
			2005				2004
			(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income			$	21,162			$	3,900
Reconciling Items:
	Depreciation and amortization			290,233				288,810
	Deferred taxes			(6,023	)			17,730
	(Gain) loss on sale of operating and fixed assets			(2,762	)			(1,530	)
	Equity in earnings of nonconsolidated affiliates			(9,908	)			(2,270	)
	Increase (decrease) other, net			8,870				4,007
Changes in operating assets and liabilities, net of effects of acquisitions:
	Decrease (increase) in accounts receivable			275				22,303
	Decrease (increase) in prepaid expenses			(9,459	)			(3,959	)
	Decrease (increase) in other current assets			33,038				(4,854	)
	Increase (decrease) in accounts payable, accrued expenses and other liabilities			(24,183	)			(36,036	)
	Increase (decrease) in accrued interest			1,860				797
	Increase (decrease) in deferred income			2,547				13,334
	Increase (decrease) in accrued income taxes			30,987				27,661
Net cash provided by operating activities				336,637				329,893
CASH FLOWS FROM INVESTING ACTIVITIES
Decrease (increase) in notes receivable, net				51				506
Decrease (increase) in investments in, and advances to, nonconsolidated affiliates — net				1,114				(7,219	)
Purchases of investments				—				(407	)
Proceeds from sale of investments				—				12,076
Purchases of property, plant and equipment				(130,484	)			(117,733	)
Proceeds from disposal of assets				9,593				5,672
Acquisition of operating assets, net of cash acquired				(43,737	)			(86,861	)
Decrease (increase) in other — net				(59,726	)			(33,420	)
Net cash used in investing activities				(223,189	)			(227,386	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Draws on credit facilities				58,206				65,948
Payments on credit facilities				(46,840	)			(75,749	)
Net transfers to Clear Channel Communications				(59,520	)			(85,958	)
Net cash used in financing activities				(48,154	)			(95,759	)
Effect of exchange rate changes on cash				(11,566	)			(1,713	)
Net increase in cash and cash equivalents				53,728				5,035
Cash and cash equivalents at beginning of period				37,948				34,105
Cash and cash equivalents at end of period			$	91,676			$	39,140

F-33

---

Table of Contents

Note 1:	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	Preparation of Interim Financial Statements

	Recent Developments

F-34

---

Table of Contents

	Stock-Based Compensation

			The Nine Months
			Ended September 30,
			2005				2004
			(In thousands)
Income (loss):
	Reported		$	21,162			$	3,900
	Pro forma stock compensation expense, net of tax			(1,595	)			(4,921	)
	Pro Forma		$	19,567			$	(1,021	)

	Recent Accounting Pronouncements

F-35

---

Table of Contents

Note 2:	INTANGIBLE ASSETS AND GOODWILL

	Definite-lived Intangibles

		September 30, 2005								December 31, 2004
		Gross								Gross
		Carrying				Accumulated				Carrying				Accumulated
		Amount				Amortization				Amount				Amortization
		(In thousands)
Transit, street furniture, and other contractual rights		$	641,316			$	396,720			$	688,373			$	364,939
Other			56,652				46,220				57,093				46,243
Total		$	697,968			$	442,940			$	745,466			$	411,182

		(In thousands)
2006		$	71,309
2007			40,458
2008			20,319
2009			16,759
2010			10,632

F-36

---

Table of Contents

	Indefinite-lived Intangibles

	Goodwill

		Domestic				International				Total
		(In thousands)
Balance as of December 31, 2004		$	397,377			$	389,629			$	787,006
Acquisitions			1,403				15,884				17,287
Foreign currency			462				(42,512	)			(42,050	)
Adjustments			(1,612	)			(176	)			(1,788	)
Balance as of September 30, 2005		$	397,630			$	362,825			$	760,455

F-37

---

Table of Contents

Note 3:	RESTRUCTURING

			Nine Months
			Ended				Year Ended
			September 30, 2005				December 31, 2004
			(In thousands)
Accrual at January 1			$	6,867			$	7,469
	Estimated costs charged to restructuring accrual			26,576				4,131
	Adjustments to restructuring accrual			—				(377	)
	Payments charged against restructuring accrual			(5,460	)			(4,356	)
Ending balance of accrual			$	27,983			$	6,867

	2002 Restructuring

	2003 Restructuring

	2004 Restructuring

	2005 Restructuring

F-38

---

Table of Contents

Note 4:	COMMITMENTS AND CONTINGENCIES

Note 5:	RELATED PARTY TRANSACTIONS

F-39

---

Table of Contents

F-40

---

Table of Contents

Note 6:	SEGMENT DATA

		Domestic				International				Corporate				Combined
		(In thousands)
Nine months ended September 30, 2005
Revenue		$	886,649			$	1,044,822			$	—				1,931,471
Direct operating expenses			359,263				629,185				—				988,448
Selling, general and administrative expenses			136,919				273,156				—				410,075
Depreciation and amortization			127,019				163,214				—				290,233
Corporate expenses			—				—				39,397				39,397
Operating income (loss)		$	263,448			$	(20,733	)		$	(39,397	)			203,318
Identifiable assets		$	3,428,948			$	1,866,574			$	—			$	5,295,522
Capital expenditures		$	50,012			$	80,472			$	—			$	130,484
Nine months ended September 30, 2004
Revenue		$	800,744			$	960,564				—			$	1,761,308
Direct operating expenses			347,619				576,801				—				924,420
Selling, general and administrative expenses			126,838				231,350				—				358,188
Depreciation and amortization			141,479				147,331				—				288,810
Corporate expenses			—				—				39,451				39,451
Operating income (loss)		$	184,808			$	5,082			$	(39,451	)			150,439
Identifiable assets		$	3,529,756			$	1,670,651			$	—			$	5,200,407
Capital expenditures		$	38,190			$	79,543			$	—			$	117,733

F-41

---

Table of Contents

	/s/ Ernst & Young LLP

	Ernst & Young LLP

F-42

---

Table of Contents

						Charges
		Balance at				to Costs,				Write-off of								Balance
		Beginning of				Expenses				Accounts								at end of
Description		period				and other				Receivable				Other(1)				Period
Year ended December 31, 2002		$	13,751			$	17,588			$	13,296			$	776			$	18,819
Year ended December 31, 2003		$	18,819			$	6,996			$	12,311			$	2,209			$	15,713
Year ended December 31, 2004		$	15,713			$	8,731			$	6,112			$	1,155			$	19,487

(1)	Foreign currency adjustments.

F-43

---

Table of Contents

---

Table of Contents

		Page
Prospectus Summary			1
Risk Factors			13
Special Note Regarding Forward-Looking Statements			29
Use of Proceeds			30
Dividend Policy			31
Capitalization			32
Dilution			34
Unaudited Pro Forma Combined Financial Data			35
Selected Historical Combined Financial Data			40
Management’s Discussion and Analysis of Financial Condition and Results of Operations			45
Industry Overview			71
Business			74
Management			87
Arrangements Between Clear Channel Communications and Us			102
Principal Stockholder			112
Description of Capital Stock			113
Shares Eligible for Future Sale			120
Description of Indebtedness			122
Material U.S. Federal Tax Considerations for Non-U.S. Holders of Common Stock			123
Underwriting			126
Legal Matters			131
Experts			131
Available Information			131
Index to Financial Statements			F-1

---

Table of Contents

Item 13.	Other Expenses of Issuance and Distribution.

Securities and Exchange Commission registration fee			$	104,224
New York Stock Exchange fees				250,000
Printing and engraving fees				400,000
Accounting fees and expenses				2,600,000
Legal fees and expenses				1,500,000
Transfer agent and registrar fees				25,000
NASD filing fees				75,500
Miscellaneous fees and expenses				545,276
	Total		$	5,500,000

*	To be filed by amendment

Item 14.	Indemnification of Directors and Officers.

II-1

---

Table of Contents

Item 15.	Recent Sales of Unregistered Securities.

Item 16.	Exhibits and Financial Statement Schedules.

Exhibit
Number				Exhibit Title
	1	.1***		Form of Underwriting Agreement.
	3	.1**		Form of Amended and Restated Certificate of Incorporation of Clear Channel Outdoor Holdings, Inc.
	3	.2**		Form of Amended and Restated Bylaws of Clear Channel Outdoor Holdings, Inc.
	4	.1**		Form of Specimen Class A Common Stock certificate of Clear Channel Outdoor Holdings, Inc.
	4	.2**		Form of Specimen Class B Common Stock certificate of Clear Channel Outdoor Holdings, Inc.
	5	.1***		Opinion of Fulbright & Jaworski L.L.P.
	10	.1**		Form of Master Agreement between Clear Channel Outdoor Holdings, Inc. and Clear Channel Communications, Inc.
	10	.2**		Form of Registration Rights Agreement between Clear Channel Outdoor Holdings, Inc. and Clear Channel Communications, Inc.
	10	.3**		Form of Corporate Services Agreement between Clear Channel Outdoor Holdings, Inc. and Clear Channel Management Services, L.P.
	10	.4**		Form of Tax Matters Agreement by and between Clear Channel Outdoor Holdings, Inc. and Clear Channel Communications, Inc.
	10	.5**		Form of Employee Matters Agreement between Clear Channel Outdoor Holdings, Inc. and Clear Channel Communications, Inc.
	10	.6**		Form of Amended and Restated License Agreement between Clear Channel Identity, L.P. and Outdoor Management Services, Inc.
	10	.7**		Subordinated Promissory Note effective January 1, 2003, in the original principal amount of $1.39 billion.
	10	.8**		Subordinated Promissory Note effective January 1, 2003, in the original principal amount of $73.0 million.

II-2

---

Table of Contents

Exhibit
Number				Exhibit Title
	10	.9**		Senior Unsecured Term Promissory Note dated August 2, 2005 in the original principal amount of $2.5 billion.
	10	.10**		First Amendment to Senior Unsecured Term Promissory Note dated October 7, 2005.
	10	.11**		Form of 2005 Stock Incentive Plan of Clear Channel Outdoor Holdings, Inc.
	10	.12**		Form of 2006 Annual Incentive Plan of Clear Channel Outdoor Holdings, Inc.
	10	.13**		Amended and Restated Employment Agreement by and between Clear Channel Communications, Inc. and Mark P. Mays dated March 10, 2005 (incorporated herein by reference to Exhibit 10.15 to the Clear Channel Communications, Inc. Form 10-K (Commission File No. 1-9645) filed March 11, 2005).
	10	.14**		Amended and Restated Employment Agreement by and between Clear Channel Communications, Inc. and Randall T. Mays dated March 10, 2005 (incorporated herein by reference to Exhibit 10.16 to the Clear Channel Communications, Inc. Form 10-K (Commission File No. 1-9645) filed March 11, 2005).
	10	.15**		Employment Agreement by and between Clear Channel Outdoor Holdings, Inc. and Paul J. Meyer dated August 5, 2005 (incorporated herein by reference to Exhibit 10.1 to the Clear Channel Communications, Inc. Form 8-K (Commission File No. 1-9645) filed August 10, 2005).
	15	.1***		Letter regarding unaudited interim financial information.
	21	.1**		Subsidiaries of Clear Channel Outdoor Holdings, Inc.
	23	.1***		Form of Consent of Auditor.
	23	.2***		Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
	24	.1**		Powers of Attorney.
	99	.1**		Consent of Prospective Director of James M. Raines dated October 21, 2005.
	99	.2**		Consent of Prospective Director of Marsha M. Shields dated September 21, 2005.
	99	.3**		Consent of Prospective Director of Dale W. Tremblay dated September 22, 2005.
	99	.4**		Consent of Prospective Director of William D. Parker dated September 22, 2005.

	*	To be filed by amendment

	**	Previously filed

***	Filed herewith

	(b)	Financial Statement Schedules

Item 17.	Undertakings.

II-3

---

Table of Contents

II-4

---

Table of Contents

	CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
	(Registrant)

	By:	/s/ Randall T. Mays

	Randall T. Mays
	Executive Vice President and
	Chief Financial Officer

Signature				Title		Date
*   Mark P. Mays				Chief Executive Officer and Director (Principal Executive Officer)		October 27, 2005
/s/ Randall T. Mays   Randall T. Mays				Executive Vice President, Chief Financial Officer and Director (Principal Financial and Accounting Officer)		October 27, 2005
*   L. Lowry Mays				Director		October 27, 2005
*By:		/s/ Randall T. Mays   Randall T. Mays As Attorney-in-Fact

II-5

---

Table of Contents

Exhibit
Number				Exhibit Title
	1	.1***		Form of Underwriting Agreement.
	3	.1**		Form of Amended and Restated Certificate of Incorporation of Clear Channel Outdoor Holdings, Inc.
	3	.2**		Form of Amended and Restated Bylaws of Clear Channel Outdoor Holdings, Inc.
	4	.1**		Form of Specimen Class A Common Stock certificate of Clear Channel Outdoor Holdings, Inc.
	4	.2**		Form of Specimen Class B Common Stock certificate of Clear Channel Outdoor Holdings, Inc.
	5	.1***		Opinion of Fulbright & Jaworski L.L.P.
	10	.1**		Form of Master Agreement between Clear Channel Outdoor Holdings, Inc. and Clear Channel Communications, Inc.
	10	.2**		Form of Registration Rights Agreement between Clear Channel Outdoor Holdings, Inc. and Clear Channel Communications, Inc.
	10	.3**		Form of Corporate Services Agreement between Clear Channel Outdoor Holdings, Inc. and Clear Channel Management Services, L.P.
	10	.4**		Form of Tax Matters Agreement by and between Clear Channel Outdoor Holdings, Inc. and Clear Channel Communications, Inc.
	10	.5**		Form of Employee Matters Agreement between Clear Channel Outdoor Holdings, Inc. and Clear Channel Communications, Inc.
	10	.6**		Form of Amended and Restated License Agreement between Clear Channel Identity, L.P. and Outdoor Management Services, Inc.
	10	.7**		Subordinated Promissory Note effective January 1, 2003, in the original principal amount of $1.39 billion.
	10	.8**		Subordinated Promissory Note effective January 1, 2003, in the original principal amount of $73.0 million.
	10	.9**		Senior Unsecured Term Promissory Note dated August 2, 2005 in the original principal amount of $2.5 billion.
	10	.10**		First Amendment to Senior Unsecured Term Promissory Note dated October 7, 2005.
	10	.11**		Form of 2005 Stock Incentive Plan of Clear Channel Outdoor Holdings, Inc.
	10	.12**		Form of 2006 Annual Incentive Plan of Clear Channel Outdoor Holdings, Inc.
	10	.13**		Amended and Restated Employment Agreement by and between Clear Channel Communications, Inc. and Mark P. Mays dated March 10, 2005 (incorporated herein by reference to Exhibit 10.15 to the Clear Channel Communications, Inc. Form 10-K (Commission File No. 1-9645) filed March 11, 2005).
	10	.14**		Amended and Restated Employment Agreement by and between Clear Channel Communications, Inc. and Randall T. Mays dated March 10, 2005 (incorporated herein by reference to Exhibit 10.16 to the Clear Channel Communications, Inc. Form 10-K (Commission File No. 1-9645) filed March 11, 2005).
	10	.15**		Employment Agreement by and between Clear Channel Outdoor Holdings, Inc. and Paul J. Meyer dated August 5, 2005 (incorporated herein by reference to Exhibit 10.1 to the Clear Channel Communications, Inc. Form 8-K (Commission File No. 1-9645) filed August 10, 2005).
	15	.1***		Letter regarding unaudited interim financial information.
	21	.1**		Subsidiaries of Clear Channel Outdoor Holdings, Inc.
	23	.1***		Form of Consent of Auditor.
	23	.2***		Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
	24	.1**		Powers of Attorney.
	99	.1**		Consent of Prospective Director of James M. Raines dated October 21, 2005.
	99	.2**		Consent of Prospective Director of Marsha M. Shields dated September 21, 2005.
	99	.3**		Consent of Prospective Director of Dale W. Tremblay dated September 22, 2005.
	99	.4**		Consent of Prospective Director of William D. Parker dated September 22, 2005.

	*	To be filed by amendment

	**	Previously filed

***	Filed herewith