Ladies and gentlemen, thank you for standing by, and welcome to the Clear Channel Third Quarter Earnings Conference Call. At this time, all participants are in a listen-only mode, and later we will conduct a question-and-answer session. (Operator Instructions) As a reminder, today’s conference is being recorded. And I would now like to turn the conference over to your host, Senior Vice President and Treasurer, Mr. Brian Coleman. Please go ahead, sir.

Thank you, operator, and good morning, and thank you for joining our earnings call for the third quarter of 2012. On the call with me today is Tom Casey, Executive Vice President and Chief Financial Officer. During today’s call, we will provide 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 the call, when we describe the financial and operating performances of CC Media Holdings, we are also describing the performance of its subsidiary, Clear Channel Communications. And after Tom’s comments, we will open up the lines for questions. Before we begin, however, I would like to remind everyone that this conference call may include forward-looking statements that involve uncertainties and risks. There can be no assurance that 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 may be mentioned during this call. For those not familiar with pacing data, it reflects revenues booked at a specific date versus the 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 divestitures in both periods presented for comparative purposes. It also excludes the effects of movements in foreign exchange rates. During today’s call, we will provide certain performance measures that do not conform to Generally Accepted Accounting Principles. We have provided schedules that reconcile these non-GAAP measures with our reported results on a GAAP basis as part of our earnings press release which can be found on the Investors section of our websites. A webcast of this call and the earnings press releases issued today can be found on the Investors sections of our websites at www.clearchannel.com, www.clearchanneloutdoor.com or www.ccmediaholdings.com. A replay of this conference call will be available for a period of 30 days. With that, I will now turn the call over to Tom Casey.

Thank you, Brian, and good morning, everyone. This was exciting quarter for us. It starts with us delivering solid growth across all of our businesses in a difficult environment, strengthening our company and competitive position. Even Europe, where William Eccleshare and his Outdoor team are facing particularly tough economic challenges, we’ve been encouraged by their ability to take the steps necessary to manage through the regions’ new economic realities. Also during the quarter, we continue to invest in our operations. Over the last 12 months, we have devoted more than $400 million of CapEx, including $300 million at our Outdoor company. This is one of the ways we’re providing our marketing partners with bold new offerings across multiple platforms, especially digital. At Americas business, this quarter we surpassed the milestone of 1,000 digital displays in the U.S. in just six years. At the same time, we kept investing in strategic activities to improve our operations for the future such as optimizing our Outdoor infrastructure in the U.S. to maximize our revenue and profit potential. And, we are continuing to manage our costs. In fact, Media and Entertainment’s expenses in the quarter were down slightly from a year ago, an achievement I’ll talk about a little later. I’ll also want to call your attention to one particular theme for the quarter. Our focus on attracting national advertising to our properties is paying off. At Media and Entertainment, for instance, our revenues from major national advertisers were up 7% thanks to our strategic partnerships, national sales and integrated marketing and sales groups who all offer groundbreaking custom marketing solutions that only Clear Channel can deliver. This is a great example of our efforts on focusing on national accounts and bringing new dollars to the sector are paying off and we are seeing…

Thank you. (Operator Instructions) Our first question today will come from the line of Marci Ryvicker. Please go ahead. Marci Ryvicker – Wells Fargo: Thanks. Good morning. I have a couple of clarification questions. The first one is for the Americas segment. Tom, you said Q3 revenue was up 3%. The press release said up 2%. I’m assuming maybe the difference is foreign exchange but Latin America, as I believe, was reclassified to international. So what’s contributing to the difference here?

Yeah, it’s a hard round unfortunately. It’s Canada, which is a small piece of the business, which rounded it down to 2%. But without that, it’s close to 2.5% or so, but it just took it down – rounded it down to 2%. Marci Ryvicker – Wells Fargo: Okay, okay. And then on the International side, can you quantify the impact from the Olympics on a revenue basis?

Yeah. It was about $7 million for the quarter. So we saw, obviously, some good strong growth in the U.K. on the Olympics. Marci Ryvicker – Wells Fargo: Okay. And then the last question is on the radio side, you said national sales were up 7%, I think CCME radio was up 3% but includes sponsorship revenue. So do you have just radio time sales for the third quarter? I’m assuming it was...

I don’t think we can disclose that. We were trying to give you some more detail because we know that these numbers have some unique things going through it like metro. But 3% up in radio, 7% up on national, so obviously national is a smaller piece of our business, obviously, but growing quickly and we wanted to just highlight that. Marci Ryvicker – Wells Fargo: Well, is it safe to assume that the local radio was up in the quarter?

Local radio was about flattish. Marci Ryvicker – Wells Fargo: Okay, very helpful. Thank you.

Thank you. We’ll go to next to line of Avi Steiner. Please go ahead. Avi Steiner – JP Morgan: Thanks. A few questions, I’ll try and get through quickly. You’re calling out traffic, and I’m just curious what’s going on there because I thought that was already in the numbers last year. So maybe tell us quickly what’s going on in that division?

Yeah. Couple things. If you recall last year, we were just finalizing our SEC review, so we really only got our hands on the business in the third quarter last year. Couple of things that are going on. First, we are using some of that TV inventory to promote the iHeart Festival, for example. So it doesn’t really come through as a revenue item. So that kind of naturally reduces the revenue coming off of traffic. In addition, though, the TV traffic business, when we purchased the company, we knew that would start to run down as we’re not renewing lot of those contracts. That’s some of the impact you’re seeing. Avi Steiner – JP Morgan: Okay, helpful. And then on the pacing for CCME, plus 4%, I think you said. I apologize if I missed this, but if you were to exclude political in the quarter, what you’re seeing now, would pacing be flat, up or down.

Well, I think it’s a little bit – I wouldn’t look at it that way. I think clearly the political is taking up a lot of inventory this quarter. So to pull all political out, I think, is misleading so I’m not going to provide you with that kind of math. But I would say that, clearly, political’s up. We’re seeing it stronger than it was in 2008, stronger than it was in 2010. Obviously, we’ve got a couple more days here before the election, but it’s been very strong. Just to give you some order of magnitude, for 2008, political spending was about $104 million, 2010 was about $101 million, obviously not a presidential election. And then 2012, we’re going to be somewhere around $120 million so pretty strong political. But I think it’s a little misleading to take the pacings, which are only really at the end about five weeks into the quarter and a lot of it’s been impacted by political. Avi Steiner – JP Morgan: Fair enough. Do you have visibility on what post-election pacings look like?

We do. That’s included in the 4%. Clearly, we’re seeing good revenue growth, not only in radio, but also in our Katz business on political. And then the rest of the year, December looks reasonably strong right now. Obviously, the visibility at the end of the year is difficult at this point in the cycle, but I think 4% feels good and we’ve got good visibility on the political side. So once we get through this political wave, if you will, we’ll have better read going forward, but feel pretty good about where the business is right now. Avi Steiner – JP Morgan: Okay. A couple more. I really appreciate the time. On the $18 million of expenses that you guys called out, is there a way to flush it out between future revenue-producing expenditures and restructuring/severance on the expense side or anything like that?

Yeah, let me give some more color because I think it’s important to get this right. $18 million in total, so about half of that is activities that have, I’ll call, very, very quick paybacks. Those can be severance-related, lease renegotiations, takedowns. These are things that have very, very short paybacks. We’re talking less than a year. We also continue to engage on consulting and other activities to improve our operations that will have maybe ongoing like restructuring costs next quarter but also has sales force effectiveness, yield management. As you can imagine in this environment, we’re doing a lot of work in our International businesses to resize those businesses, and so CCI had about $5 million of these activities this quarter as we’re repositioning that business. Typically, what we do is these types of initiatives are funded and typically have anywhere from, as I’ve said, less than a year payback and some of them have maybe a year to year-and-a-half depending on how complex of a (inaudible) change or effort revenue or so forth. But we feel very, very good about the payback we’re getting on these. It ramp up, it’s up about $15 million so you have to take that into account when you look at our financials. But again, we think these are important ways to grow our business, drive the productivity and we’re very encouraged with what we saw with CCME continue to be able to find ways to improve its operations. And again, this quarter they had about $6 million of the $18 million where they’re continuing to find ways to drive and improve their business. And it can be on the revenue side, how we’re going, for example, the things we’re doing in the national growth area. Some of the things we’re doing in international partnerships is a big, big focus of ours and we’re seeing the benefits, and I just wanted to call those out and make sure you understand the impacts on our financials. Avi Steiner – JP Morgan: I appreciate that and then to, I know you’re not going to answer these questions directly, so I’m going to try and go around it. Because you launched the Outdoor refinancing or announced it, does that mean you have amended the ABL and, if so, could you talk about it?

We have not amended the ABL. As we’ve talked in the past, the ABL is something that clearly is on our to-do list. It just is not sequenced in this transaction. It is something that we continually evaluate, and we will consider amending that in due time. Avi Steiner – JP Morgan: So can I – sorry, go ahead.

(Inaudible) ABLs extending it beyond 2014 and supplying additional liquidity, and we’ll take a look at any kind of term modification if and when we extend the ABL.

We felt this was, as far as how is the best use of our time right now, we felt this was the most logical transaction to call in the CCOH notes and save the interest cost on it. Today’s transactions will accomplish that and move onto our next to do. Avi Steiner – JP Morgan: Fair enough. So I’m going to end on this and this has been incredibly helpful. So because the ABL has not been amended, can I infer from that that it’s unlikely the Outdoor deal would be upsized given the covenants in that ABL. And I’m done. Thank you.

Yeah, I don’t think we can comment on any of that at this point, but I appreciate your interest in the company and I’m sure that we’ll have other chances to talk through it. But at this time, no other comments. Avi Steiner – JP Morgan: I tried. Thank you, gentlemen.

Thank you. Next we’ll go to line of David Miller. David Miller – Caris & Company: Hi, yeah hi. My question was about the $18 million in expenses and you guys answered it, so I apologize. I should have opted out of the queue. You guys answered the question. Thank you very much.

Thanks, David.

Thanks, David.

Thank you. We’ll go next to the line of Jason Kim. Jason Kim – Goldman Sachs: Hi. Good morning, I was wondering if you can share with us your thought process behind your decision to keep your loan to foreign exchange at $2 billion instead of upsizing it, which you had the opportunity to do so if you chose to. Clearly, the demand was there which was very much oversubscribed, but you maintained the max at $2 billion instead of going forward. And what are some of the parameters you’re looking for as you look to address your 2016 stack even further?

Yeah, Jason. Thanks. Couple of things to highlight on the exchange. That was a highly negotiated transaction with some of our key lenders, and so the package of amendments and the 9% coupon were all part of a broad negotiation. So the company never had any intention of upsizing the transaction above the 2% because we felt, obviously, that was in a combination at that rate for all the amendments that we were able to get into the transaction. As far as – obviously, we have $3 billion of additional exchanges that we can do. We would expect those to probably come in lower than the 9%. Obviously, we depended on the market and the time that we do that and the facts and circumstances at that time. But we felt $2 billion was the right figure, was highly negotiated, and we had no intent of increasing it above $2 billion. Jason Kim – Goldman Sachs: I got it. Thank you. And I apologize if I missed this elsewhere, but do you have the tranche-by-tranche amounts outstanding of the term loans post the exchange?

I don’t have it in front of me. I guess we don’t break that out in the financial statements. Jason Kim – Goldman Sachs: Is it fair to assume that virtually all of it was from the 2016 maturities as opposed to (inaudible)?

Oh, I’m sorry. Between 2016 and 2014, yeah, virtually all of it was from 2016. There was a small portion from 2014. I thought you maybe wanted the differences between the different tranches and we do have in the Q. So you got that if you want additional... Jason Kim – Goldman Sachs: Got it. And then on the business side, you’ve talked frequently about 2012 being a year of investments, and building your national sales force was one of the initiatives you talked about. Do you think that part of the investment is behind you now? Obviously, if you’re carrying a bigger sales team than previously, then there’s a level of expense that gets added to your core base. But from an incremental dollar standpoint, are there any investments in this area that you will consider in the future as you look to grow the business even more?

Yeah. I think this has been an important year growing our national presence. I think that there’s going to be continued investment. I think the encouraging thing for me that I want to share with you is that when you look at the CCME business and you look at total expenses, and you guys know we did a large concert and we’ve invested in all these businesses, and yet expenses are still down. So we feel quite encouraged that the business can continue to offset some of those through additional initiatives, but we are continuing to invest. We think there’s a very large opportunity for Clear Channel to differentiate itself in the national sales area. We’re encouraged by the results for the third quarter, up 7%, and we’ll continue to invest where it makes sense. But I would say that while we are ramping up, I’d say there’s probably more investments to come. But I think some of the initial ramp-up as far as some of the key leaders we have in place with Tim Castelli and Rick Song, and obviously they’re building out some of their teams. But we feel very good about the efforts and the initiatives we’ve got going in that space. Jason Kim – Goldman Sachs: Great. Thank you.

Thank you. And next we’ll go to the line of Lance Vitanza. Please go ahead. Lance Vitanza – CRT Capital: Hi. Thanks. I’d like to start with the new music rights agreements that you signed recently. Could you discuss why those are significant? I’m guessing that the dollar amounts involved with those studios are not huge. And I’d also like to hear to what extent you’re talking with any of the larger studios about similar transactions. Thanks.

Yeah, Lance, as you could imagine, this is not an area that we’re going to disclose a lot. I think it’s important that you understand that this is an important area for the company. We think it’s important for us to work through these negotiations with specific labels, and we’ve had some success and we’ve been disclosing it as we work our way through it. We continually have ongoing dialog with a number of labels, and we’ll continue to seek agreements with them that are win-wins for the industry and allows us to accelerate our digital opportunity and offering. So we’re encouraged with where we are and what we’ve already accomplished, and it’s an area that is remained a focus area for us to negotiate with some of these important labels and find a solution for both of us. Lance Vitanza – CRT Capital: To that end, can you discuss your view on the prospects for changes in royalty rates for either streaming or terrestrial? I understand that there’s been some action in Washington or at least some folks have been talking about some potential changes there.

Yeah, I will tell you that there’s a lot of active dialog going on right now. There’s a lot of activity that needs to kind of be settled out. Kind of hard for me to speculate at this time where it all will play out. We’re obviously very engaged in all of those discussions where they’re taking place. We’re monitoring the situation closely and trying to drive for the right solution for the company. But it’s pretty short for me to speculate on how that may play out and where it may settle out and when, but it is an area of active dialog across the industry. Lance Vitanza – CRT Capital: Okay. Thanks. With respect to iHeartRadio, could you talk a little bit about how that’s been trending? I seem to recall that in a prior call, you discussed listener hours, although I’m not sure that I’m remembering that correctly. But anything you can tell me to help me to get a beat on what the growth has been there?

Yeah, we’ve seen terrific growth in our iHeart activities. We now have gotten ourselves to 125 million downloads and upgrades. We have seen our total listening hours up. I believe it is over 100% year over year. We’re continuing to have great feedback. As a result of the concert, we had about 275,000 downloads just during the concert as people were tuning into to listen. So there is a significant presence that we have, and we were able to generate a whole social media buzz. We had over a billion impressions of iHeart during the concert, and so we feel very, very good about the adoption and the progress we’re making. And keep in mind that our offering is much broader. It includes all of our radio stations. It includes a number of our talk and allows us to also bring in some of our partners that bring in additional content. So it’s a much broader offering than others, and we’re getting great traction with it. So we’re encouraged by early results. We’re one of the fastest services to get to 10 million users, and so we’re quite encouraged. Lance Vitanza – CRT Capital: Okay, great. And then last but not least, on the balance sheet, you got about $1.3 billion cash and I think the term loan A is down close to $1 billion now. What’s the minimum cash that you think you need to run the company, and how much of that term loan A can you just go ahead now and pay down in your existing cash on hand?

Yeah. So we target and, it’s a soft target. We target $750 million on a consolidated basis with $350 million at CCU level and $400 million at the Outdoor level. And we also divide it in the International America section. So we can live around that number, but that’s kind of total liquidity that I would say that we needed. And so it’s not just cash. So we do have some excess capacity. As you may have noted in the press release, as part of this transaction, we are looking to pay down a portion of term loan A. So that’s out there. But beyond that, I think nothing’s been decided and we continue to look at what is the appropriate level of liquidity for the company given operating forecasts and initiatives that we have. But at least that portion of term loan A reduction is out there in the public venue. Lance Vitanza – CRT Capital: Thanks, guys.

Thank you. We’ll go next line of Jim Goss. Please go ahead. Jim Goss – Barrington Research: Thank you. I had a few questions about the iHeart area and then also onand then also I’ll move over to Outdoor. But with the iHeart Festival itself, is that a cost or profit center, that specifically? And when you look at iHeart, I know it is much more broad than the personalized station that also includes all your broadcast properties. Do you have a separate economic model for that collection or the personalized part of it, or is it more of a means to draw attention to the Internet presence of your broadcast stations and keep the listeners in the fold?

Couple things. First, to be very clear, the iHeart Festival is a profit center. This is our second Festival, and we had an opportunity to bring a number of sponsors and key clients together to put on a terrific show and really not only provide a great entertainment but also show the power of our platform and the ability for us to drive awareness of our new player and we’re making money on it. When we continue to invest in the platform, those costs are obviously going up as listening hours go up. So the way we look at it is we looked at the iHeart offering in total, including all the development we’re doing and all of the revenues and profits from the concert and so on, to look at this whole business. And so it is profitable. We are encouraged by our overall digital. Keep in mind that we had a very successful digital revenue profile prior to this with our display over computer-based streaming. That business continues to grow with high single, low double-digit type of levels. And so overall our digital offering, if that’s your question, continues to be profitable and one that we want to continue to grow. Jim Goss – Barrington Research: Okay. Also, when you look at royalties, you have the breadth of everything from mobile opportunity streams to Internet versions of the broadcast stations to the broadcast properties themselves. As you look at that whole collection and range of properties, how do you create a cohesive argument as this heats up, and how do you look at royalties for a one type of delivery system versus another?

Well, Jim, I think there’s a lot of complexity in this discussion probably not warranted on an earnings call. But I will say that, clearly, the industry is going through a transition. There’s clearly a lot of desire on the part of our listeners to listen to our content through mobile devices. We obviously don’t see that as very different than terrestrial, and so, obviously, the rates are different as a result. We obviously don’t think they should be. We’re working through, as I mentioned earlier, that complexity and working with the labels and so forth to manage through that but to get it into a win-win for everyone to expand the listenership of all music across our markets. So again, too early to say where it’ll all play out. But we’re clearly engaged in it as the evolution of our listenership, and we’re there and we’re participating and providing a service that customers want. And we’re there to provide them the concert they want wherever they are and however they wherever they want to consume it. So again, it’s an important area. It’s a developing area but one that we’re tremendously focused on. Jim Goss – Barrington Research: Are you making any headway in solving the mobile advertising potential problem, or do you feel that’s still a ways off?

I think we’ve talked in the past that we’ve been very thoughtful about how we introduce advertising into the custom part of our application, and we have started to do some testing. But it’s early days at this point, but we know it’s important to be thoughtful about how we interact in the custom portion of our stream. And so that’s an area that we’ll continue to monitor and test and and get customer feedback. So I wouldn’t say we have a final revenue plan, if you will, at this point. Jim Goss – Barrington Research: Okay. And the last thing, the Airport ClearVision opportunity sounds very intriguing. I wonder if you might add a little color on the roll-out, how fast will it go and the potential you think you can attach to that.

Well, I think we think it’s a differentiator in our offering. We obviously are offering it in a couple of new airports. I think that we did one in Raleigh-Durham this fall, which is a smaller airport. But as new airports come up for contract, that will be part of our offering. We think it’s a compelling differentiator and one that, again, allows us to provide content to consumers through their mobile devices and, also, is a differentiator for our advertising footprint in the airport itself. Just another example of how we’re developing new capabilities that help our customers and provide a great experience for consumers. Jim Goss – Barrington Research: Thanks very much.

Thank you. We’ll go next to the line of David (inaudible). Please go ahead.

Good morning. Thanks for taking the question. I just want to ask about the couple of radio acquisitions you made. Have you disclosed what the purchase price was at all?

I don’t know that we have. I’m not sure we would actually disclose the purchase price as to both of those. Obviously, they were tuck-in acquisitions so they were not significant. But I think for the quarter, let’s see, WOR was probably in approximately the $30 million range and WNFX up in Boston was probably half of that.

Okay. Can you talk about the opportunities you saw there? I mean, we’ve seen, I guess, several transactions in the New York Metro area. What do you plan to do with that opportunity?

Well, we’re still working through our specific plans, but we’re very excited. We think that, again, with the content that we have in our stable of stations, we believe we can provide world-class offerings in the New York markets, one of the largest markets. We have not had a presence there. We think that we can provide a format that is compelling for the audience there. Those decisions have not been finalized as of yet. But given the strength of that signal in WOR, we think it gives us a tremendous reach to deliver our content in the New York area.

Okay, and have you given any listenership, iHeartRadio as a percentage of listenership, if that’s changed over the past few quarters?

Just keep in mind that digital listening is still a very small percentage of our business. It’s only about 5%. So while it’s growing quickly, it’s still a very small piece. It’s an important growth area for us, and that’s why we’re spending a lot of time talking about it. But keep in mind that 95% of our business is still in terrestrial and continues to grow nicely and we’re seeing good strong growth there, as I mentioned. We’re seeing good strong growth in national and obviously benefiting this quarter from political as well. Again, we feel very good about where we’re positioning the business. I think John Hogan and the team have done a wonderful job of differentiating our offering and our packaging and how we can go to market. I think it’s getting the attention of some of the largest national advertisers, and you’re starting to see that in the results. So we’re encouraged by that, and we’ll continue to invest in those areas because we think that there really is no other group that can provide the offering we have and the reach that we provide.

Thanks again for the color. Appreciate it.

Operator, we’re running up against a hard stop here in a few minutes. Can we take one more question?

Yes, and that will come from the line of (inaudible). Please go ahead.

Hi. Good morning, guys. Thanks very much for taking the question. Most of my questions have been answered here but, very quickly, if you wouldn’t mind just commenting on the competitive environment. Specifically, you guys are operating in a pretty challenging economic environment but I’d like your thoughts with respectto the competitive forces out there and how your customers are behaving and if you’re finding the customer base looking at other forms of media and trying to play you off against online, TV, et cetera? Thanks.

Let’s kind of break it down. I would say the environment is an important one, break it down into couple of pieces, International first. Clearly, International has gotten its challenges in a number of markets. As I mentioned earlier, we are quickly repositioning those businesses and resizing them for the realities that those markets demand. So I think everyone’s going through that. I don’t think we’re any different. I would say, though, in the Outdoor business, we do have quite good diversification whereas the majority of our assets are not in Europe. We also have the Americas business including Latin America as well as China and Australia. So we have good diversification across all of our Outdoor businesses. We continue to see opportunities to take share in the Outdoor space. We see opportunities that our advertisers continue to be intrigued by the offering we provide with our digital billboards in the U.S. and now digital displays internationally. I think it’s changing the way advertisers think about the Outdoor space and we’re focused on that and continuing to invest in it. With regard to CCME, as I said, I think we’ve had an opportunity to continue to take share. We continue to diversify the business beyond just straight radio. We are providing an offering for national accounts that, frankly, they can’t get elsewhere. It’s compelling. It’s different. It’s bold. And our ability to do that across all the platforms we have cannot be duplicated. So we think we’re well-positioned to continue to benefit from our positioning. Obviously, the environment is still around 2% or below 2% GDP, so it’s a slower recovery. And that’s why you see us continue to focus on our expense base to drive the productivity and efficiencies across our business and fund these areas of growth that we’ve talked about. And so that’s how we think of the environment. It’s one that has pockets of challenges that we feel we’re addressing, and it has some great growth opportunities that we’re trying to accelerate.

Okay. Thanks. .

Well, thank you, everyone. We appreciate all of your time, and we’ll talk to you soon.

Thank you, everyone. Operator, that completes today’s conference call.

Thank you. And ladies and gentlemen as this conclude your conference today. Thank you for your participation and for using the AT&T Executive Teleconference service. You may now disconnect.