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Executives

Randy Palmer – Investor Relations

Tom Casey – EVP, CFO

Brian Coleman – SVP, Treasurer

Analysts

James Dix – Wedbush Securities, Inc.

Marci Ryvicker [Stepan] – Wells Fargo Securities, LLC

David Miller – Caris & Co.

Bishop Sheen – Wells Fargo Securities

Stacey Finerman – Goldman Sachs

Tim Daggett – Citigroup

Doug Arthur – Evercore Partners

Lance Vitanza – CRT Capital Group

Clear Channel Outdoor Holdings, Inc. (CCO) Q2 2011 Earnings Call August 3, 2011 9:00 AM ET

Operator

Ladies and gentlemen, thank you for standing by, and welcome to the Clear Channel second quarter earnings call. For the conference all the participants are in a listen-only mode. There will be an opportunity for your questions. (Operator Instructions).

As a reminder, today’s call is being recorded. And with that being said, I’ll turn the conference over to the head of Investor Relations, Mr. Randy Palmer. Please go ahead.

Randy Palmer

Thank you for joining us for our second quarter 2011 earnings call. Joining me today for the call are Tom Casey, Executive Vice President and Chief Financial Officer, and Brian Coleman, Senior Vice President and Treasurer.

On today’s call, Tom will provide an overview of the second quarter financial and operating performance of CC Media Holdings, Clear Channel communications, and Clear Channel Outdoor Holdings.

For purposes of this call, when we describe the financial and operating performance of CC Media Holdings, we are also describing the performance of its subsidiary, Clear Channel Communications.

After Tom’s comments, we’ll open up the lines for questions.

Before we begin, I would like to remind everyone that this conference call may include forward-looking statements that involve uncertainties and risks. There could be no assurance of the management’s expectations, beliefs and projections will result, or be achieved, or that actual results will not differ from expectations.

Please see our annual reports on form 10-K and our quarterly reports on Form 10-Q filed with the Securities and Exchange Commission for a discussion of important factors that could impact our actual results.

Pacing data information may be mentioned during this call. For those not familiar with pacing data, it reflects revenues spoke to the specific date versus a comparable date in the prior period, and may or may not reflect the actual revenue growth at the end of the period.

The company’s revenue pacing information includes adjustments to prior periods to include auto acquisitions, and exclude all divestures in both periods presented for comparative purposes. It also excludes the expects of foreign exchange movements.

During today’s call, we will provide certain performance measures that did not conform to generally accepted accounting principles. We have provided schedules to reconcile these non-GAAP measures with our reported results on a GAAP basis as part of our earnings release – earnings press releases, which can be found on the investor section of our website.

A webcast of this call and the earnings press releases that were issued today can be found on the investor section of our website at clearchannel.com, clearchanneloutdoor.com or ccmediaholdings.com. A replay of this conference call will be available for a period of 30 days.

And with that, I will now turn the call over to Tom Casey.

Tom Casey

Thank you, Randy, and good morning, everyone. My comments today will be focused on three areas. I’ll review CC Media Holdings and radio results, then review Clear Channel Outdoor Holdings including the Americas and international results, and finally, I will review our capital spending and liquidity profile.

In the second quarter, CC Media Holdings revenue increased 8% to $1.6 billion. Our revenues would have increased 4% excluding the effects of foreign exchange rates for the quarter. This marked our sixth consecutive quarter of increased top line results.

Our performance is primarily driven by growth at our Outdoor operations, particularly from on-going growth from our digital assets. The advertising recovery moderated during the quarter, but we continue to benefit from the global diversification of our portfolio as well as the leadership position of our assets.

We also continue to benefit from our streamline organizations and our focus on aggressively managing our expenses. We generated OIBDAN of $5.3 million during the quarter, a strong 10% increase over the second quarter of 2010.

We clearly have strong operating leverage in our model, affording us the ability to convert a substantial portion of our top line gains into improved cash flows from our business operations. At the same time, we have the flexibility to continue to strategically invest in our digital assets. Principally our digital boards in the U.S., the rollout of our iHeart Digital platform and key contract wins in our international operations. We believe these investments will [inaudible] our strategic position and revenue outlook over time.

Now let me turn to our radio business. During the second quarter our radio revenues increased 4% to $781 million reflecting the acquisition of Westwood One’s traffic business along with an increase in our digital revenues. We have continued to focus on our national platform, accomplishing national reach with great local brands and personalities.

This revolves around our strong ratings and improved market share due to our market footprint, our yield management systems, our digital platform, and being wherever our customer are with the products and services they expect and want.

The categories that performed well during the quarter include food and beverage, financial services, media and home improvement.

We continue to focus on our digital business where we again saw an increase in revenue during the quarter. Across our digital business we are continuing to see positive momentum; a total of approximately 31 million downloads of our iHeart radio application, up sequentially from 26 million downloads at the end of the first quarter of 2011.

And monthly uniques which include online mobile business of over 30 million, up from 29 million uniques last quarter.

During the second quarter, we were clearly impacted by the slow growth in the U.S. economy. In particular, we saw some declines and some key verticals including auto, telecom, and retail to name a few. Radio OIBDAN was $309 million for the second quarter of 2011 compared to $313 million in the second quarter of 2010. This decline was primarily driven by the increase in expenses associated with the Westwood One traffic business, digital initiatives, and some prior period adjustments.

Turning to the third quarter, bookings in our radio business have continued to be challenging and visibility remains limited. We also enter the quarter understanding that the quarter progressed – as the quarter progresses, we will not have the same benefit that we had last year from political [inaudible].

However, we do currently see a rebound in some of our verticals such as Auto. As of the end of last week, we are pleased with overall radio revenue pacing up at approximately 3% for the third quarter, as compared to the prior year period.

Now I will turn to our Outdoor business, beginning with the recap of the overall Outdoor company performance.

Clear Channel Outdoor Holdings reported revenue of $789 million in the second quarter of 2011, a 13% increase from $701 million reported for the second quarter of 2010. Excluding the effects of movements in foreign exchange rates, the revenue increase would have been 6%. As a result of higher revenues and a more efficient infrastructure, Clear Channel Outdoor Holdings OIBDAN grew 28% over the second quarter of 2010.

OIBDAN was $210 million for the second quarter of 2011 compared to $164 million for the second quarter 2010. Clear Channel Outdoor Holdings OIBDAN a percent of revenue improved to 27% from 23% in the second quarter of 2010.

During the second quarter, Americas Outdoor revenues increased 5% to $341 million reflecting growth across Bulletin, Airport, and Shelter Display types, particularly our digital displays. Americas OIBDAN rose 17% to $138 million. We had solid performance across many of our markets for the quarterly period with a mix of both large and small market performing well.

Categories that were particularly strong for the second quarter include banking and financial services, telecommunications, healthcare, and business services.

As of June 30, we had deployed 711 digital displays in 37 U.S. markets, including 96 displays that were installed during the first half of 2011. Over the past 12 months, we have installed nearly 190 digital displays.

We are actively managing our digital deployment, and continue to see opportunities to grow our footprint. Based on our view today, we now expect that we will be deploying 160 or more digital displays this year. This is up from the target of 120 that we noted earlier in the year.

Looking ahead, during the current quarter, visibility remains limited as we continue to witness a gradual recovery in the U.S. economy. As of the end of last week, Americas’ Outdoor revenues were pacing up approximately 3% for the third quarter as compared to the prior year period.

Now let me turn to our international operations. Our international Outdoor revenues for the second quarter increased 19% and excluding the impact of foreign exchange, international revenues for the second quarter rose 6%.

Revenue growth at our international business during the second quarter was primarily driven by growth from street furniture, across most of our market, including such countries as China, Sweden, Switzerland, Australia, and New Zealand.

As a result of our revenue growth and the improved margins across a number of our countries, international OIBDAN saw a significant increase of 36% in the second quarter of 2011, as compared to the second quarter of 2010. Excluding the impact of foreign exchange, international OIBDAN was the second quarter of 2011 rose by 25%. International OIBDAN as a percent of revenue, and excluding the effects of foreign exchange, improved to 22% from 19% in the second quarter of 2010.

Our international operations had a very good quarter, both from a revenue and OIBDAN perspective, even when adjusting for the benefits of foreign exchange. We were pleased with the performance delivered by our international team as we continue to see the benefits of restructuring efforts, and the success we have seen in winning several new contracts some of our markets.

During the third quarter, our international business has continued to track demand from advertisers with street furniture continuing to lead the way. However, economic uncertainty does still persist in some of our markets, and visibility does remain limited. As of the end of last week, international Outdoor revenues were pacing up approximately 2% for the third quarter as compared to the prior year period.

Looking at our total capital spending for the second quarter. CC Media Holdings spent $76 million compared to $48 million in the second quarter of 2010. Much of this spend, 59 million of it, was in the Outdoor business and included the on-going buildup of our digital board footprint and various street furniture and transit contracts.

At the beginning of this year we noted that we expected to deploy approximately 120 digital displays during 2011. And we expect CC Media Holdings capital expenditures to be in the range of 275 to 325 million. And that we expected 75% to 80% of that spend to be the company’s outdoor business.

As I noted earlier, we now expect that we’ll be deploying 160 or more digital displays this year, and that CC Media Holdings’ CapEx spending will be in the range of 300 to 350 million with 80 to 85% of that expected to be in the Outdoor businesses.

This increase in CapEx reflects the additional digital display opportunities along with some strategic street furniture contract wins that I mentioned earlier.

Clear Channel Outdoor Holdings net debt stood at 1.94 billion and leverage under its [inaudible] stood at 3.3 times as of June 30, 2011 compared to 3.7 times as of June 30, 2010.

As we look at CC Media Holdings net debt, as of June 30, 2011, it stood at approximately 19 billion. Clear Channel senior secure leverage as defined under its credit agreement was at 7.1 times as of June 30, 2011, compared to 3.7 – excuse me, compared to 7.3 times as of June 30, 2010.

During the second quarter Clear Channel repaid at maturity, approximately $140.2 million an aggregate principal amount of its 4.4 senior notes. In addition, in of June 2011, Clear Channel issued an additional $750 million in aggregate principal amount of 9% priority guaranteed notes 2/20/21.

I pointed to additional details regarding the priority guaranteed notes and the debt repayments are provided in the SEC filings included in our second quarter 10-Q.

We feel good about our progress managing our liquidity and maturity profile, as CC Media Holdings ended the quarter with approximately $1.2 billion of cash on the balance sheet. We also have very little in the way of debt maturing over the next two years. You should expect that we will continue to evaluate our capital structure going forward, which includes addressing Clear Channel’s future maturities, primarily in 2014 and 2016 while continuing to focus on growing our business operations.

So to recap our results and outlook, the overall ad market recovery moderated during the second quarter but we grew our top line for the sixth consecutive quarter, and we drove further improvements in our margins, highlighting the global diversity of our portfolio, the operating leverage in our model, and the execution of our strategic initiatives.

Looking ahead, while the economic recovery has been slower than expected, we remain optimistic and believe that we can continue to drive returns from our business, given the leadership position of our assets, the innovation we are driving across our portfolio and our commitment to managing our cost and further enhancing our profitability.

That ends my prepared remarks. Operator, we are now open for questions.

Question-and-Answer Session

Operator

(Operator instructions). First we’ll go to the line of James Dix with Wedbush. Please go ahead.

James Dix – Wedbush Securities, Inc.

Good morning, gentlemen. Just a couple questions on the Outdoor business. First, any color you could give on the difference between national versus local growth in the second quarter and in your third quarter pacing. And then secondly, any action that you’ve seen in any particular categories, in particular, auto or anything else due to the supply chain disruptions from Japan?

And then I had one follow up on operating expense.

Tom Casey

Okay, thanks, James. Just – on Outdoor for the quarter, locally – local actually outpaced national during the quarter, mostly due to some tougher comparisons. We did some downturn in auto, but as we look to the third quarter, we’re actually seeing national bouncing back nicely. So in Outdoor, I feel pretty good about the international business.

As I mentioned in my prepared remarks, you know, for the second quarter we saw strength in banking financial services, telecom, healthcare and business services. You know, as we looked to the third quarter, where we see some strength is in business services, media and entertainment, and healthcare are some of the ones that stand out right now.

James Dix – Wedbush Securities, Inc.

Okay, great. And then just on operating expense, I mean, obviously the operating leverage for the Outdoor business has been very strong. I mean, are you expecting relatively similar trends in operating expense growth for the balance of the year? Anything we should be thinking about in terms of either comps or anything that would change that? Thanks.

Tom Casey

I think both our international and our Americas business is both focused on margins and performing at very, very high levels of operating margin. So I would see a continued stability in that area. Clearly, quarter to quarter we may have higher expenses coming through, but overall we feel very good about our expense base and the operating margins we’re seeing.

James Dix – Wedbush Securities, Inc.

Great, thank you.

Operator

Our next question is from Marci Ryvicker with Wells Fargo. Please go ahead.

Marci Ryvicker [Stepan] – Wells Fargo Securities, LLC

This is Stephan in for Marci. I have just two questions. First, [inaudible] talked about rationalizing inventory in France, so what exactly are they doing with that and how’s this going to – what are you doing to respond to that and how’s that going to impact your numbers? And then one follow up on digital if you don’t mind.

Tom Casey

You know, with regards to France inventory, we’ve commented on that in the past. We’ve been doing that over the last couple of years. We think that will continue to improve the yields in that market and we saw favorability from our activities and would expect that to be a benefit going forward.

Marci Ryvicker [Stepan] – Wells Fargo Securities, LLC

Okay, and on the digital, the new boards that are going up, are you putting more in the same markets that you’re already in, or are you exploring new markets and starting new markets on a digital strategy?

Tom Casey

When you refer to digital, as I think we’ve commented before, we are actively pursuing a host of opportunities in many, many markets, both building out our existing networks that we have as well as entering into new markets.

So the effort is really in both areas. You know, clearly, as we’ve recalled in comments before, we’re working through all the regulatory issues that are required to get those networks up. But we are working both in new markets as well as building out our existing.

Marci Ryvicker [Stepan] – Wells Fargo Securities, LLC

Great. Thank you very much.

Operator

Next, we’ll go to David Miller with Caris and Company. Please go ahead.

David Miller – Caris & Co.

Yeah, hey, guys. Just a question on your digital business. Could you guys just break out how the digital outboard business did in the second quarter relative to your United Stated performance in the second quarter? And then also, you know, Tom, on the guidance, Americas revenues, you know, currently pacing up 3%, we know you guys include sort of the Latin American platform in that. Can you just sort of break out how the United States’ platform is pacing versus the rest of the Americas’ platform as a whole? I appreciate it, thank you.

Tom Casey

Yeah, with regard to digital, we do not break out specifics, but suffice it to say, digital performance is strong. We’re obviously adding more capacity in that category, so clearly that’s helping the growth rate. But you know, overall, we feel very good about all of our display types in the Americas and I feel pretty good about that. But clearly, digital is a new median and we’re clearly seeing higher growth than our traditional business.

With regard to Latin America, again, we don’t bring out – break that out, but it’s obviously – is a smaller piece of our business and I don’t see any differentiation, significant differentiation between what we’re seeing as a whole, you know, clearly within Latin America there’s obviously some pockets are stronger than others. But overall, we’re not seeing any one area differentiate in effective total numbers.

Operator, next question?

Operator

Thank you. We’ll go to Bishop Sheen with Wells Fargo. Please go ahead.

Bishop Sheen – Wells Fargo Securities

Hi, everyone. Thank you for the update. I’m just on page for the reconciliation of conveyance EBITDA to OIBDAN I guess, and it looks like it’s about 117 billion add back LTM. Am I doing that right? In trying to determine the conveyance EBITDA?

Tim Casey

I think that’s right, Bishop.

Bishop Sheen – Wells Fargo Securities

All right, and secondly, on housekeeping, you expect to file the Q, when? This week?

Tim Casey

Today.

Bishop Sheen – Wells Fargo Securities

Okay, and then last, I got a little jumbled when you were talking about, you are upping your deployment of digital boards for the year, so can I go over that again real quickly? The goal now 160 is for the whole year?

Tim Casey

That’s correct.

Bishop Sheen – Wells Fargo Securities

And that’s already been deployed?

Tim Casey

That’s correct.

Bishop Sheen – Wells Fargo Securities

Okay. And then, you’ve upped the CapEx for the year to 300-350, of which I think you said 80% will be outdoor?

Tim Casey

80 to 85, that’s correct.

Bishop Sheen – Wells Fargo Securities

Okay, that’s it. I feel back to the line of scrimmage. Thank you.

Operator

Our next question from Stacy Finerman with Goldman Sachs. Please go ahead.

Stacey Finerman – Goldman Sachs

Hi, thanks for taking my question. You briefly mentioned that you’d look at the 2014 maturities. Can you give us any update on that?

Tim Casey

As we’ve commented in the past, we’ve been focusing on our liquidity and capital position, really since the beginning of the year with our first offer in February, then following on in June. My comment about 2014 is that really is the next significant maturity profile that we need to address.

The maturities that we’ve have between now and 2014 are either have been prefunded already or are pretty manageable with our cash balances. So I think what we’re trying to do is, as we’ve said before, is position the company to start to deal with the 2014 and 2016 maturity stacks.

Stacey Finerman – Goldman Sachs

And will you – I mean, are you going to try and just go after the 2014 first, or go after them both? How do you think about that?

Tim Casey

You know, I think it’s a little premature to comment on exactly how we’ll address it, but I think we’re focused on it and we want to do it in the most efficient way. And I think our activities in the last six months indicate our position on that. So I don’t have anything to share with you today on how we would address each of those, but clearly, we’ve got those in our sights and we’re actively thinking through the alternatives.

Stacey Finerman – Goldman Sachs

Okay, thank you.

Operator

And next we’ll go to Tim Daggett with Citigroup. Please go ahead.

Tim Daggett – Citigroup

Hi. I’ve got two question for you. Did you guys have an restructuring charges in the quarter? And how much of the revolver did you pay down in June? Thanks.

Tim Casey

Yeah, we had no really significant restructurings for the quarter at all. And Brian, do you want to talk about the revolver?

Brian Coleman

Yeah. We paid down 500 million on the cash flow revolver and then prior to and with connection with the June offering, we completely repaid our ABL and I believe the amount outstanding was in the 300-$330 million range.

So in total in June, about $830 million of revolver pay down. Those pay downs were not permanent and those amounts are available under those facilities to redraw subject to any restrictions in any other debt agreement. Did that answer your question, Tim?

Tim Daggett – Citigroup

Oh, yeah. Great, thanks. Actually, one last question, the $23 million of charges that were in the acquisition of [inaudible], was that a one-time charge or is that just charges associated with the revenue that you got from that.

Tim Casey

Yeah. Those include the operating expenses of the acquisition plus some transaction costs that we incurred for the transaction itself. But that is the operating expense.

Tim Daggett – Citigroup

Thanks.

Operator

Our next question is from Doug Arthur with Evercore. Please go ahead.

Doug Arthur – Evercore Partners

Yeah, good morning. Just on Outdoor internationally, 6% growth X- FX in Q2, you’re guiding to 2% in Q3 if I heard you correctly. Can you sort of flush that out a little bit in terms of where you’re seeing the slowdown?

Tim Casey

Doug, just to keep my word, it’s not a guidance, it’s just the pacings where we are today.

Doug Arthur – Evercore Partners

Right.

Tim Casey

So that’s one important piece. You know, I think what we’re seeing is that there’s still quite a bit of uncertainty in certain markets in Europe, particularly the U.K., that you know, we’re seeing some slowdown. So we are hopeful that pacing number will grow for the quarter, but we also want to recognize that certain countries in our international operations are performing stronger than others. Obviously, there’s lots of concerns in Europe and you know, that’s obviously affecting our business. But the international business was able to have a great quarter managing through the slowdown we saw in 2Q. So you know, we’re encouraged by the performance of international operations, we think they’re terrifically positioned to weather these types of challenges with their diverse portfolio across the globe and the work they’ve done on their expenses, the margins are up nicely year over year.

So we’re feeling pretty good about our international business.

Doug Arthur – Evercore Partners

Yeah, no, the second quarter number I know was tremendous. In terms of the potential slow down, as you talk about pacings, does that change – and you sort of answered this before, but does that change your, you know, how you view operating expenses internationally in the quarter coming up?

Tim Casey

Yeah. I think the international business has done a wonderful job of managing their expenses. You may recall we did a significant restructuring in the last couple of years and you’re seeing the benefit of that with the margin expansion they’re seeing, they’re managing their expenses in line with the revenue that they’re generating. And that’s, as you can see, again, coming through in the margins. So we’re very, very pleased with the focus and the discipline of the international team on growing the top line. And you saw this quarter they’re also managing their expenses throughout the challenging environment.

Doug Arthur – Evercore Partners

Great. Thank you.

Tim Casey

Operator, we’ll take one more question.

Operator

And that will from the line of Lance Vitanza with CRT Capital Group. Please go ahead.

Lance Vitanza – CRT Capital Group

Hi, guys. Thanks for taking the question. I’m going to actually try to get three in here if I can. The first on the Outdoor side, I'm glad to see the increase in the planned digital boards. I know you talked a little bit about this earlier in the call, but are you seeing any change either favorably or unfavorable in the regulatory posture around the country in terms of, you know, the length of time that it takes you to get through that process and get these boards installed?

Tim Casey

Not really. I mean, clearly by geography, there’s a very local process that needs to be choreographed with the local regulatory authorities. And so, you know, we’re not seeing any difference there. Our teams are focused on growing our digital footprint, we’re obviously increasing our number so we’ve had a very good success in the first half. We’d like to continue that success, but it’s challenging to know precisely whether you’re going to be receiving your permits.

Once we do receive the permits, we move quickly to put the board up and get it lit up. So I would say that really no change from what we’ve seen in the past. It’s just a matter of getting these approvals and then executing.

Lance Vitanza – CRT Capital Group

Okay. On the radio side, you know, I think it was in early June when you put out the 8-K suggesting that radio was pacing up about 2 points, I think it was at the time. Obviously given the flat results for the quarter, you know, June must have been down a lot year over year. And so, is your biggest month in Q2 for you generally, and could you discuss what happened to drive this result? And then you know, now that pacings are back up, I mean, we’ve only just gotten through July and pacings are back up to plus 3 again. So it seems like, you know, there’s been a real swing there. Any comments there?

Tim Casey

Yeah. Clearly June’s going to be one of the bigger months in the quarter, and we did see some decline. You know for the most part, we had anticipated and saw auto continue to be strong, but auto clearly was a decline really in the second quarter that we did not anticipate obviously with things going on with Japan that put some pressure on the auto industry.

The good news is we are seeing that recovery come through in 3Q and we’re hopeful that momentum continues. But that was, for the most part, the biggest driver of the delta from the 2% we provided to around 1% of what we came out with.

So auto was a pretty big piece of that.

Lance Vitanza – CRT Capital Group

Great. Thanks. And then lastly, just on the liquidity, just a follow-on on the earlier comments, I heard the pay downs that Brian walked us through. Could you just tell me where does that leave us as of the end of the quarter in terms of what was drawn on the revolver?

Tim Casey

Let’s see. I think we have nothing drawn on our ABL facility and then on our primary revolver, we divided it into two parts. So we have – I guess the sum of those two parts is 1.27 billion, about 1.3 billion.

Lance Vitanza – CRT Capital Group

Okay, just rounding out to 1.3 and that’s a $2 billion facility, so perhaps, you know, 700 million plus of availability there. And then is the AR line, is that still a $625 million facility?

Tim Casey

It is. The one thing I would caution, Lance, is we used the primary revolver as – to issue LCs, so we actually disclosed in the footnotes in the Q both what is outstanding and what is available. So I think the number that is available under the revolver is something in the range of 580 million.

On the AVL, while it’s a 620 million facility, keep in mind that is also limited by a borrowing base. So it’s lesser than the two numbers. We don’t disclose the borrowing base. So when you think about liquidity, I think it’s fair to say we have 580 million under the revolver, plus the lesser of 625 or a borrowing base under the ABL available to us.

Lance Vitanza – CRT Capital Group

Plus the billion-2 of cash?

Tim Casey

Plus the billion-2 of cash.

Lance Vitanza – CRT Capital Group

Okay, great. Thanks, guys.

Tim Casey

Okay, thanks. Thanks everyone. That complete today’s conference call. We appreciate each of you joining us today. If you do have follow up questions over the next week or so, please feel free to contact us.

Operator

Ladies and gentlemen, that does conclude your conference. Thank you for your participation, you may now disconnect.

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