Ladies and gentlemen, thank you for standing by. Welcome to the Clear Channel's Third Quarter Earnings Call. At this time all participants are in a listen-only mode. Later we'll conduct a question-and-answer session and instructions will be given at that time. (Operator Instructions) As a reminder, this conference is being recorded. I would now like to turn the conference over to our host Mr. Randy Palmer. Please go ahead.

Good afternoon and thank you for joining us for our third quarter 2011 earnings call. On the call with me today are Bob Pittman, Chief Executive Officer of CC Media Holdings and Clear Channel Communications, Tom Casey, Executive Vice President and our Chief Financial Officer, and Brian Coleman, Senior Vice President and our Treasurer. Bob will be making a few opening remarks and then Tom will give an overview of the third quarter financial and operating performances 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 affect our actual results. Pacing data or 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 an adjustment to prior periods to include all acquisitions and exclude all divestures in both periods presented for comparative purposes. It also excludes the effects of movements in foreign exchange rate. During today’s call, we…

Well, thanks Bob. Today, I will focus on three areas, we’ll talk about Clear Channel Media Holdings and the radio results, then the results of Clear Channel Outdoor Holdings including the Americas and international and finally review our capital spending and liquidity profile. In the quarter, Clear Channel Media Holdings revenues were up 7% over the year ago quarter to $1.6 billion marking the seventh straight quarter of revenues gains over the prior year periods. Excluding movements and foreign exchange rates for the quarter, our revenues rose 6%. Driving these top line results was revenue growth across all of our operations particularly our digital assets as well as the gradual advertising recovery in the US and around much of the world. Our OIBDAN totaled $479 million, an 8% increase over the third quarter of 2010. Thanks to strong operating leverage in our model, we have been able to convert a substantial portion of our revenues over the first nine months of the year into strong cash flows from our business operations with over our OIBDAN as a percent of revenue at 29% for the same period. These results show that we capitalize on our leadership position and global diversification of our assets as well as our focus on building an efficient organization and managing our expenses. At the same time, we continue to invest strategically in our digital assets from our new iHeartRadio and digital board in the US to a early stage of digital networks deployment internationally. Next month, for instance, we will be launching the UK’s first roadside digital street furniture network in key locations across London. It is just one example and overtime we are confident that these investments will drive our revenues and strengthen our strategic position. Now, let me turn to our radio business. Despite…

(Operator instructions) The first question comes from the line of Marci Ryvicker.

Thank you. Two questions focusing on domestic outdoor, results for the third quarter did better piece than the pacing data that you provided about three months ago. So, when did you start to see better pacing data and can you touch on national versus local and also auto since you haven’t mentioned that in your description? And then the second question is, on the expense side, expenses I think were up 7% in the quarter. Can you just talk about what's driving this and what we can think about in terms of Q4 and beyond?

Okay Marci, couple of questions there. I'll try to hit them as I can. I think, from a pacing standpoint, we chatted with you in late July or early August, when we gave you pacing data. I felt we saw a continued improvement through August and September. So, it’s really nothing that’s stuck out that I would say we saw an additional spike from there. So, clearly what we are seeing though is, national is strong in outdoor and domestically that has continued its strength and we're seeing that national outperform. As far as sectors go with regard to auto, actually it was down in the third quarter. It was actually started off pretty good, but for the quarter it was down mostly due to a pretty good prior year. So, auto is a little bit softer than we would have expected.

Okay.

The last question you had I think was on expenses?

Yes.

A couple of things to keep in my mind, as you know that we've been focused on expense for quite some time. When you look at our year-to-date numbers, our margins are up 1 point for the whole company. Rest assured that all of our businesses are focused on expenses and we're managing that. What’s particularly impact the outdoor business though is two things. One, we significantly ramped up our digital displays. So, we have some additional operating cost to ramp that up, and also, we saw a pretty significant increase in revenue in our airports business, which has a higher of sales and is driving some of that additional expense increases.

Is that something that we should see continuing?

Well, to the extend we continue to see growth in our airports business it will be obviously a higher cost of sales, but we continue to look at areas to keep our businesses efficient, and the outdoor business is actually kept its margins pretty consisting year-over-year. So, I feel pretty good about their position.

All right, thank you.

Thank you. We will move to the line of James Dix. James Dix – Wedbush Securities: Good afternoon, gentlemen. Yes, I have a two questions, I guess, first concerns what do you think is driving the change in the pacing that you are seeing in the Americas in the fourth quarter relative to how you finished up the third? Just kind of that flat pacing versus the growth you saw in the third quarter? What do think is driving that? And then, on the international side of things, do you have a sense over the 12 months of, kind of what the minimum revenue growth is that you'd need to get some positive operating leverage in that business. Thanks.

Say we kind of break it down, on the fourth quarter, we wish we had better visibility on the fourth quarter, but as I told you the pacings are flat right now. They do move around week to week. So, we are not concerned about obviously where we are, but clearly we'd like to see strength – more strength there. One thing that we do take comfort in that – keep in mind is that last year, we had a 9% revenue growth in outdoor. So, clearly a more challenging competitive comp year-over-year, given the slowdown in the market that we are seeing right now. Also, while outdoor doesn’t benefit that much from political, there is some over hang from that year-over-year as well. James Dix – Wedbush Securities: Okay. And just on the international side of things. Just the cost structure, now that you have kind of restructured it, just any sense of what's kind of a minimum revenue growth you need to see some parts of operating leverage?

Well, we continue to see terrific operating leverage coming out of our international business. Their year-over-year, they're up by 80 basis points, and so we're feeling pretty good about their performance. We like to continue to see that continue to expand as they are wining more and more tenders. And now, with there digital deployment, we think, that’s anointer growth opportunity for them. So, we are quite encouraged, I don’t have a specific revenue number that we would disclose as far as our outlook, but that business continues to perform very, very well year-over-year, this quarter alone 11% even adjusted after OpEx very, very strong performance for that business. James Dix – Wedbush Securities: Okay, great. Thanks very much.

(Operator Instructions) We do have a question from line of Tim Daggett, please go ahead. Tim Daggett – Citigroup: Hey, guys, I see that you bought back from 2014 bonds this quarter. Do you have any additional capacity to buyback bonds in the open market? Thanks.

Yes, hi Tim. This is Brain. We did, we bought back 80 million of the 2014 debt. We don’t get into the specifics on our baskets and our various credit agreements, but we'll continue to look for opportunities to repurchase debt if it's attracted to do so or invest in other ways. I think to guide you towards the opportunities we have in repurchasing debt, you really would divided it in the junior debt buybacks. Since 2008, we bought back over $2 billion worth of junior debt. Spent about a $1 billion, captured about a $1 billion of discounts. So, we've been very aggressive in repurchasing senior debt and when we look at it right now we don’t have a whole lot in the 2012, 2013 area and that trades pretty close to par. So there's not a lot of discount to capture, and that’s why we focused on 2014. With respect to other categories of debt buybacks, you could have the bank loans, but that we'd have to be compliant with the credit agreement, and so something that would be a little more complicated to look at. I mean, then you have – you have other senior debt like the PGNs which I don’t think there are any restrictions on repurchasing debt so. We kind of look at just three buckets. We – I kind of give you little guidance on what various restrictions there are with respect to buying the debt, how aggressive we have been on the senior debt buy back. This quarter we bought in $80 million which is about 15% of the 2014 maturities, so we feel pretty good about that and we'll continue to keep eyes open for future opportunities.

Thank you. Next we'll go to line of Bishop Sheen. Bishop Sheen – Wells Fargo Securities: Hi. Thanks for the detailed summary. The debt to the subsidiary Clear Channel Outdoor keeps growing. As we look forward, should we – do we think it’s going to grow at a similar pace of 75 million to 100 million annually? Or at some point is to anything in the structure that the – with the cap due to Clear Channel Outdoor?

Yes, Bishop. This is Brian again. Yes, I think you can continue to expect to see the intercompany links, intercompany note grow at the same pace on an annualized basis. Perhaps because you know there is quarterly variations. But Clear Channel Outdoor is a cash flow regenerator and we expect to see that continue. Could something happen at Outdoor such as an acquisition or ramped up investment in digital or international contrast? Sure, into the extent that happens that would use up cash and thus could slow the increase in the due to – due from note. But I think right now we don’t have any plans in that area. Bishop Sheen – Wells Fargo Securities: Right, and did – if I understand it, the cash that Holding company is paying to Outdoor is at the higher rate, at the 9¼ rate?

That’s correct. In December 2009 our intercompany note was amended and so to rate that Clear Channel would pay an amount owing to Clear Channel Outdoor is 9¼ %. Bishop Sheen – Wells Fargo Securities: Thank you.

Thank you. One moment please. Next question comes from the line of Tobey Steiner Tobey Steiner – JP Morgan: Hi, gentlemen. Thank you for taking the questions, I am going to run through a couple of quick ones here. Just on the Q4 pacing for radio, I just wanted to be cleared, does that exclude the traffic division just acquired?

Yes, it does. Tobey Steiner – JP Morgan: Thank you and then on the bonds, you just buy back. Can you confirm those remain outstanding, I don’t know if I heard that in the last question?

You mean do we retire them? Tobey Steiner – JP Morgan: Yes.

We did not retire them. Tobey Steiner – JP Morgan: Okay. A couple of more here. You recently changed your programming strategy, I'm just reading all the press reports in small and medium sized market, curious what the thought process was there and then what if any cost saving may come from that?

Can I take that one, Tom?

Yeah, Bob. I think this one is right down the middle.

I think in terms of the press, I'm not sure anybody got it exactly right. What we’ve done and John Hogan has done this with his team and taking quite a bit of applaud in is really looking at our smaller markets that really don’t have an economic structure that allows them to do the same quality of programming as the big markets, and looked at how we can use the assets of the big markets to help the small markets. Therefore, obviously giving an advantage to Clear Channel station because we have more of the big markets we can call upon. And, I also think just having been around, although maybe a new media is that any company started before the internet is almost by definition outmoded in terms of its operational structures. And so, what we did was, take a very hard look at the smaller markets and trying to figure out, okay, it’s 2011, we have all the assets at Clear Channel, how can we make the products better and the product better? And that was really the driving force. I mean, the horrible thing is that, it means, some people lose their jobs, we got rid of some jobs. By the way, at the same time that we’re getting rid of jobs, there we’re adding jobs and national programming platforms, strategic partnerships and digital. So, it is a reallocation of resources and a different way of doing business realizing and understanding and acknowledging that the world is different in 2011. It is – the importune side is the layoff, the good side is that I think after this reorganization, the businesses will be in great shape to, you know, its operating better to improve the quality and the performance. Therefore hopefully, attracting more listeners and generating more revenue. It was not about cost savings, I mean, certainly there will be some there, but remember we’re also adding cost and digital, national programming platforms and strategic partnerships. So, this was not one of the efforts to just reduced cost in the company, it was an effort to truly improve the quality that we offered those people and by the way having been a local disc jockey, started out in Brookhaven, Mississippi at 8:15. I know what you’re up against in a small market in terms of the financial limitations. And I’m actually very excited about what John and his team have put together here. Tobey Steiner – JP Morgan: That is helpful, maybe while I have you. And you talked about radio taking a share and this is somewhat big picture. But, how do you convince the advertisers today who see more enamored with digital, what digital world broadly can offer versus just traditional media and what you’re trying to sell with terrestrial radio?

What's interesting I think with digital, we’re in pretty good shape because we have pretty good digital offerings. So, when we look at an internet category, we actually, they just want internet, we can sell them that. But, I think part of is getting to the market about what trying to accomplish, and you know, the agencies are great and we work well with them. But by the time it gets to a media buyer, all they’re doing is just negotiating price and who is going to get the buy. If you get back up to the media plan or even the people who are conceptualizing what the client need or getting to the client at the CMO, CEO, CLO level. What you really begin to understand is what are their plans, what are they trying to accomplish? And then, we can look at our assets. And say, okay, what assets have we got here that we can put together for them to help them achieve the goals? And when I go in companies and spent money on marketing, I'm not really concerned about what my CPM is. I'm concerned about what return on investment I get. And I think that’s true with every marketer, but right now the radio business basically waits until the media buyer has it before they interact for the business. I think we will do a great job of just talking at different levels in the agency and the client to get in. I also think that as you look at a television and I love television, I spend a lot of time in it. Tell that everyone’s enamored of a picture and a moving picture, and as much as TV maybe seem to be under any pressure, if you compare it to usage it…

Thank you. The next question comes from the line of Doug Arthur. Doug Arthur – Evercore Partners: Yes, a couple of questions on the outdoor business. Can you just elaborate on the national versus local trends in the US market for starters?

Yes, as I said in the opening comments, we are seeing national continued outperform our local, we don’t give specific details, but it’s quite strong compared to local. I think that’s consistent with what we are seeing in radio as well. So, I think the national players are continuing to invest and try to take share where they can. And again, we probably benefit more significantly because of our footprint as well as our assets that we have and the networks that we set up with their digital platforms and to command more of that market. So, that’s what differentiating us right now and is driving some of our performance. Doug Arthur – Evercore Partners: Okay, and then, I know it was tough to guess, but any thoughts on what the currency impact could be for international on the fourth quarter?

No, we don’t forecast FX. Obviously it is – as you know, it’s a volatile time for a number of countries and so we don’t forecast FX. Doug Arthur – Evercore Partners: Okay. Thank you.

Thank you. We’ll go to the line of (Jennie Morris).

Yes, hi. I was just wondering if you could talk about any changes that you might be seeing in digital in 3Q to 4Q, is that contributing to the slowdown or is digital been just as strong?

Digital continues to be just a strong, there is actually no giving up in the growth of the digital. We are accelerating not slowing down our deployment. We expect to be over 200 new signs this year alone, which is up from the prior year. And so, we are continuing to see opportunities. We just – we won a number of opportunities in Dallas which is expanding our footprint, but we are seeing that as a premium product that continues to have high demand and one that we'll continue to develop as fast as we can.

Okay. Thank you.

Thank you. We'll move to the line of Bishop Sheen. Bishop Sheen – Wells Fargo Securities: Hello?

Okay, Mr. Sheen, your line is open.

Okay. Hi. You mentioned political when you were talking about domestic slowdown, and can you quantify what's your political was in Q4 2010 on the domestic side?

Yes, it was 32 million in radio and we didn't break it up for outdoor, not as significant as that obviously, but for radio is up $32 million.

Right. That I got, I was more focused on the domestic side of outdoor because....

Yes, we don't – obviously it is not as large piece of the pie. There probably isn't a broader media buy issue but it is as far as how much revenue we get from political and outdoor is not significant.

Okay. Thank you.

Thank you. We'll move to the line of Nadia Lovell. Nadia Lovell – JP Morgan: Hi, thank you for taking the question. In the international segment, how much performance in some of your other larger market like the UK and Italy? And were any countries where you saw a slowdown or anything below your expectation? Any countries has stand out for on the upside or the downside based on your Q4.

Yes, as I commented, I think one of the things to keep in mind is that we are continuing to see great diversification across our international business. This quarter in particular it was China and France driving that performance. Clearly offsetting, weaknesses we are seeing in Italy and in the UK and Spain. But we continue to see some good performance in Sweden. So we are – again seeing the diversification of that business pointing through. Those are some of the key markets that we are seeing good performance. Nadia Lovell – JP Morgan: And then just one more question. You mentioned that France was specifically strong in the quarter. I think that Paris accounts for a significant portion of your revenues there. Where are you on compliant with the new Paris regulations on billboard?

I think we continue to evaluate the opportunity – the risks here, the rules are going to come in over the next couple of years and we don’t see any immediate impact. But we are working through the issues right now and trying to figure out what exactly the impact is for us in that market in the next couple of years. Nadia Lovell – JP Morgan: Okay. Thank you.

Operator, we will take one more question.

Thank you. And that will come from the line of Lance Vitanza. Lance Vitanza – CRT Capital Group: Hi guys, thanks for taking the call. I just wanted to focus on the radio side for a second. You mentioned the cash OpEx is running about 3% in the quarter versus the organic revenue growth of about 2%. Is that 3% rate a good sort of run rate you think for the foreseeable future? And is the revenue environment in anyway putting a lid on your investments in digital?

A couple of things and Bob maybe has some comments and this is well, let me give you the numbers first. From a 2% revenue and a 3% OpEx, keep in mind that our revenue is higher than our OpEx. So, we are continuing to see pretty stable margins and that's not – that's notwithstanding the fact that we'll continue invest in areas like digital and we have the radio, iHeart Festival this quarter, which obviously had increased costs that are not recurring. We'll forecast exactly what the run rates are going to be, but I would suffice to say that the margins we are seeing in radio are stable and improving. The things that you are hearing from Bob earlier, talking about some of the programming issues as far as moving some of our investments around the business will accelerate our growth. And we would expect our margins to continue to expand as we deploy more and more efforts into higher margin areas of the company. Bob, do you have any comments on – as far as how you think of investing.

Yes, I think when you look at digital as opposed to the talk we are doing about how we can bring revenue to the broadcast radio sector. Digital is one in which you clearly have to spend upfront and it’s true in any new medium and any new product. I painfully remember in the early days of MTV, Coca-Cola didn’t come in for years nor did McDonald's, which you would think sort of crazy, but people take time to jump on new products. I think in digital, our expectation is our audience is going to be there before the revenue that we should have from that audience shows up. And so, our priority right now is to make sure we get the audience, make sure we have products that mesh well with our radio product, because again we are not thinking of radio as terrestrial radio. We are thinking of radio as our brands, and thus we should be wherever our listeners are with the products and services takes back. If they are online, we need to be there, if they are on the mobile phone we need to be there. So, part of it is protect the franchise, be there early, don’t open ourselves up for others to take our franchise. The second is open up new revenue opportunities for absolutely new products and the custom radio feature of iHeartRadio is really a new feature and the social stuff we are doing with iHeartRadio is again new feature and both of those we do look over time to develop a new revenue, but I think, we’d be kidding ourselves we thought that was going to be an immediate response to new products, it almost never is. Lance Vitanza – CRT Capital Group: Thank you. Just one last quick one, the political revenue I know you called it out for Q4, but could you give it to us for Q3?

5: Lance Vitanza – CRT Capital Group: $15 million range?

15, yes. Lance Vitanza – CRT Capital Group: Okay. Thanks very much.

Okay.

Okay, that completes today's conference call. We appreciate each of you joining us today. If you do have follow-up questions, please feel free to contact us. Thank you.

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