Ladies and gentlemen, thank you for standing by, and welcome to the Clear Channel Second Quarter 2013 Conference Call. [Operator Instructions] And as a reminder, this conference is being recorded. I will now turn the conference over to Gregory Lundberg. Please go ahead, sir.

Good afternoon, and thank you for joining our 2013 second quarter earnings call. With us today is Brian Coleman, Senior Vice President and Treasurer; also joining us for some opening comments is Bob Pittman, Chairman and CEO; and Rich Bressler, President and Chief Financial Officer. We'll provide an overview of the second quarter 2013 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, that also describes the performance of its subsidiary, Clear Channel Communications. After an introduction and a review of the quarter, we'll open up the lines for questions. Before we begin, we'd like to remind everyone 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 will also be mentioned during the 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 incorporate all acquisitions and exclude all divestitures in both periods presented for comparative purposes. It also eliminates the movements in foreign exchange rates. During today's call, we'll also provide certain performance measures that do not conform to Generally Accepted Accounting Principles. We've provided schedules that reconcile these non-GAAP measures with our reported results on a GAAP basis as part of our earnings press releases, which can be found on the Investors section of our website. A webcast of this call and the earnings press releases today can be found on the Investors section of our websites at clearchannel.com and clearchanneloutdoor.com. A replay of this conference call will also be available for a period of 30 days. With that, I will now turn the call over to Bob Pittman.

Thank you. As I'm sure you're all aware by now, we've named Rich Bressler, President and CFO of CC Media Holdings and Clear Channel Communications, as well as CFO of Clear Channel Outdoor. Before I turn the call over to Rich, I wanted to thank Tom Casey for his many significant contributions to Clear Channel over the past several years, especially our most recent debt refinancing that have strengthened the company's financial position. Now any time there's a CFO change, especially right before an earnings call, there'll likely to be some questions, so let me address them directly. The fact is that the timing was a result of the natural rhythm of when the deal was done. And although Tom volunteered to do the call, I felt the fairest thing was to go ahead and introduce Rich to you today. I do understand that we would have a CFO change right before earnings call, so let me say directly that this change is not related to any issues with our earnings or internal controls. To the contrary, our results, which we will detail in a few minutes, continue to show revenue growth in a challenging economic environment, progress with our strategic investment and tight expense controls. We're sorry to lose Tom, and we all wish him the very best. His significant contributions over the last several years helped lay the foundation for Clear Channel's next stage of growth and made this a natural time for transition. So Rich will build on Tom's great work, and we believe that Rich's extensive depth of experience and his long history in the media business will be highly beneficial to our entire company, especially given the expanded nature of what is for us an important new position. Rich will be based in New York…

Thanks, very much, Bob, for those kind words, and good afternoon, everybody. First, I really want to say how excited I am about joining Clear Channel and the Clear Channel team. Knowing the company as I do, given how involved I've been with the company since 2008, I couldn't pass up the chance to partner with a visionary leader like Bob and work closely with the outstanding management team here, including John Hogan at Clear Channel Media and Entertainment and William Eccleshare at Clear Channel Outdoor. I've also just spent 2 days in San Antonio with the finance team, and I have to say that I was extremely impressed by their abilities and their commitment. Now that I'm formally onboard in this new capacity, I'm thrilled with the tremendous opportunity we have at Clear Channel to capitalize on our wide range of multi-platform assets and to continue our growth as a leading 21st century media company. You'll be hearing more, shortly, about our businesses, but take a quick look at some of the terrific things we have to work with. Our Media and Entertainment division alone has the biggest reach of any media outlet in America, with over 240 million monthly users. iHeartRadio reached 30 million registered users faster than Facebook, Twitter, Spotify or Pandora. And Clear Channel Outdoor, with its more than 750,000 displays around the world, represents yet another way we can target out-of-home consumers, the expanding global sweet spot of our unique mix of media that I believe makes our company even more valuable. So it's been great to roll up my sleeves and get started happily. Thanks to my deep experience with the company during my time at Thomas H Lee Partners, I'm able to hit the ground running. I'll close by saying I look forward to talking to all of you in the months ahead. Thank you very much. Now I'll turn it back to Greg.

Thanks, Rich. Clear Channel's results for the second quarter of 2013 once again demonstrated that our ongoing strategic investments are beginning to have a positive impact on expense reduction and revenue enhancement. Both CC Media Holdings and Clear Channel Outdoor Holdings delivered top line growth in a difficult global environment, benefiting from the continuing buildout of our digital platforms, including iHeartRadio and outdoor displays, greater sales to national advertisers and the repositioning of Outdoor's international operations. We're excited to be in a strong position to help advertisers meet the demands of increasingly mobile-connected consumers. We also remain extremely focused on cost control and capital efficiency, having seen some of the benefits of our investment activities, as well as ongoing proactive capital management actions, and when you adjust for some items, the benefit of last year's expenses, both CC Media Holdings and Clear Channel Outdoor delivered OIBDAN growth this quarter. To drive future revenues, we're engaging our advertising partners in new ways, and we're very confident in our global out-of-home advertising market position. All of our businesses are positioned to reach the rising number of consumers who are mobile and out of their homes more and more every day. We're confident that Clear Channel is squarely in the sweet spot of this growing trend towards the connected mobile consumer. As Rich mentioned, our radio station programming reaches 243 million people monthly, the largest U.S. reach of any media outlet. Our digital presence is also growing, with nearly 60 million uniques across all properties; that's up 24% year-over-year. iHeartRadio had 34 million registered users at the end of the quarter, up 162% year-over-year. And as Rich mentioned, we crossed that 30 million registered user mark faster than Facebook, Twitter, Spotify or Pandora. In total, iHeart had over 200 million downloads of its…

Thanks, Greg. CC Media Holding's capital spending for the quarter totaled $71 million, it includes $41 million in Outdoor, the Americas' $17 million investment for new advertising structures such as digital displays. We added 9 of them this quarter for a total of 1,055 digital displays across the U.S., our total figure that still includes the 75 -- 77 turned off in Los Angeles. International's $23 million of capital expenditure went to new advertising structures including billboards and street furniture. So for the 6 months ended June 30, 2013, CC Media Holdings' capital expenditures totaled $133 million. It's worth noting that although we do expect to pick up in capital spending, particularly in digital outdoor, we are anticipating at this point that our total CapEx for 2013 will come in below the guidance of $350 million that we previously provided. As of June 30, CC Media Holdings' debt totaled $20.4 billion, down slightly from the first quarter. During the quarter, we completed 2 significant transactions. Clear Channel Communications extended $5 billion of Term Loan B and C facilities which were due in 2016 into a new Term Loan D facility that matures 3 years later in 2019. Clear Channel Communications also exchanged a significant portion of its LBO notes due 2016 for cash and new notes due 2021. This included exchanging $348 million of existing 10 3/4 senior cash pay notes for $348 million of the new notes, as well as exchanging $917 million 11 3/4% senior toggle notes for $853 million in new notes and $64 million in cash. On the toggle note exchange, please note that a subsidiary of the company also exchanged notes it held, and those holdings, although outstanding, are eliminated from our financial statements and consolidation. So when you look at our financials, you'll see…

[Operator Instructions] And our first question will come from Jason Kim with Goldman Sachs.

I know you guys have been pretty active in the capital markets this year. And now that 2016 maturity wall is down pretty substantially, but as you alluded to, you still have some small amounts of debt coming due in '14 and '15 at the legacy bond level. And I was just curious as your -- when you look at how to approach those debt maturities, is there something that you can attack prior to maturity? And what other sources of liquidity you could consider, down the road, aside from cash on hand and cash flow?

Jason, it's Brian. Good question. That's certainly something we think about quite a bit and those are really the 2 liquidity troughs that we'll need to address, between now and the 2016 maturities. We do feel comfortable that we have cash in our balance sheet and when we think of liquidity, we also include availability under our ABL revolver. Free cash flow generation between now and those maturities is also something that we're relying upon as we grow the business. There are other levers that we can use to generate liquidity. I think the disposition of non-core assets is certainly one. We demonstrated that this quarter with the sale of the Sirius XM stock. Other initiatives going on right now headed by some folks from the -- in the accounting and the FP&A group are focused on working capital and reducing our working capital needs. Subsidiary distributions is another thing we look to. The intercompany note balance between Outdoor and Clear Channel went up a little bit as some monies were repatriated from our International operations. And then earlier today, our Chinese operation, Clear Media, has proposed a special dividend after taking a look at their operating needs going forward. So I think the company is doing the right things, has a cash balance, has other levers that it can look to, has exercised some of those levers. I also think, as we look to future financings, we ought to think about not just pushing out our maturities, which certainly would create liquidity if we extended some of these legacy notes, but I think there's opportunity also, given some of the capital structure initiatives that we've done, to take a look at possibly putting in liquidity facilities internationally, to help meet operating needs there, at the Outdoor level, perhaps at the Clear Channel level. So I think there's a lot of things that we can take a look at, some we've exercised on, some we continue to look at, but I think we feel pretty good, over the next couple of years, that we will be able to meet these maturities.

And then the proceeds from the Sirius XM stock, I presume that there's any -- there's no restrictions or limitation as to what you can do with the cash, including repaying the legacy that's coming due. But I just want to confirm that and that there will be no taxes paid on the sale of those investments.

Well the Sirius XM stock was held by an unrestricted subsidiary. And so the cash that's received, as long as it's in there, on our unrestricted subsidiary, could be used, kind of, outside of restrictions of the debt agreement. One of the uses can certainly be to upstream it back to the restricted group and use it to satisfy that debt or obligation. No cash taxes as a result of the sale of Sirius.

Okay, great. And just lastly, on the CC Americas side, is it possible to quantify what sort of impact you could be having from the L.A., the digital board situation?

No, we don't carve out the impact of just the L.A. boards, but I do think you're seeing in Q2 results and in Q3 pacings we are starting to see some impact but that's -- we don't think it's material to the consolidated operation of the business.

And next question is from Avi Steiner with JPMorgan. Avi Steiner - JP Morgan Chase & Co, Research Division: A couple along the same vein. Post the exchange, I believe you hold a little over $400 million of the 14% notes. Anything preventing you from selling, monetizing, using those in a manner, and then would you be free to use those proceeds? If you do decide to do something with them for uses other than secured debt.

Yes. Avi, great question. Those notes, as for the Sirius XM stock, those notes are held at an unrestricted subsidiary. Is there anything preventing us from monetizing those? I mean, we could certainly use those as currency to exchange for legacy notes. If there were willing counterparties we could sell those notes and XM's reissuing that, I think, the economics would have to be attractive. And I think those notes have traded down a little bit, but although I they're have traded up a little bit more recently. So we'll continue to keep an eye on that, but I kind of view that as issuing debt at whatever cost we could sell it at. But certainly, another liquidity lever. There's probably some securities issues we want to make sure that we follow. For example, right now, we could sell those notes, they would be fungible, they the -- right now, the notes that are out there, the existing 14% notes don't have -- they have registration rights but they're not -- they were in the same class. And I think if we -- until those notes are registered, the notes would look the same. So maybe just a little bit of a window time where it's more attractive to do it. I think at the end of the day, there's nothing preventing us from doing that if it makes good sense and there are buyers on the other side. Avi Steiner - JP Morgan Chase & Co, Research Division: Okay, that's helpful. Secondly, anything stopping you, and I'm going back to an old amendment you did, but stopping you from raising a new revolver here as long as proceeds are used to repay parried debt? And then a second question related to that, could there be potential revolver raised at Outdoor?

I think that is something, and I alluded to it a little bit on Jason's question. I think one of the things are looking at is whether it's at the top of the structure, in which case the baskets are fairly limited and proceeds would likely need to be used to repay other senior debt so that we stay inside of our incremental senior debt basket test and our LBO and note indentures. Outdoor could certainly support the revolver, something we've talked about for a period of time. That wouldn't necessarily have to be used to repay debt, as long as there is basket capacity and we have some of the same issues up there, but we have a lot of debt agreements and we did have to work through that. I think it could even go even further down the structure. We don't have -- other than some overdraft facilities that help meet liquidity needs on a short-term basis, we don't have a lot of revolving capacity in our International operations. That's another opportunity where we might be able to put in some incremental debt, again, as long it's -- it was compliant with our debt agreement. I think all those things are open and to the extent that either supply liquidity directly or they give our local operations greater comfort in moving cash kind of up the system, because now they have a local facility they can rely upon in case forecasts are off or in case there's a liquidity need. I think those are all the things that are in our playbook and we can take a look at. Avi Steiner - JP Morgan Chase & Co, Research Division: Okay. Last question for me. I just want to -- a quick clarification on the pacing you gave within the CCME division and Radio. I want to make sure that doesn't exclude political.

They are like-for-like.

And our next question is from Marci Ryvicker with Wells Fargo.

I have a couple questions. I just want to start with Outdoor. I'm just trying to understand the volatility, you were pacing up 3%, and this the Americas division. You were pacing up 3%, I think, in May. You ended the quarter up 5%, now you're pacing down 5%. How does that happen If L.A. is not a material part of this? What is going on in the Outdoor business?

Marcy, it's Greg. The portfolio we have both across Americas and internationally helps weather some of these variations in the market. I mean, we saw the same volatility internationally. We get pacing last quarter a negative 4%. We came in basically flat. Now we're looking down 2. With your numbers in the Americas, you're correct as well, but that's an impact of Airports. As we mentioned, we did lose Phoenix. And it is showing L.A. for the first time. So when we give a pacing number, it's not pro forma. With LA excluded from last year now excluded from this year, it has business from L.A. last year, it's not there now. So it's really Phoenix and L.A. In terms of that ad categories that we mentioned earlier, we're seeing good strength. And it's one of the reasons we have a broad portfolio, is to weather certain changes like this.

Is it fair to say that traditional billboards outside of these issues are materially better than the negative 5%?

We're not going to go into product specifics like that. But within the quarter, we had good performance in all categories. The traditional static posters, as well as digital.

Okay. Is this -- is it fair to say this is a Clear Channel-specific issue? Or is this an industry issue?

Don't know yet. And remember that pacing is just a snapshot in time. We've got very short flight times and we're giving you data here August 1 and that's our snapshot as of last week.

Okay. Now with revenue down at least a lot more than we expected, how should we think about expenses? I mean, how much control do you have here?

On the expense side, we've got a lot of initiatives in terms of strategic revenue cost initiatives. We are constantly looking at ways to improve the operating expense structure, both internationally and domestically. And there are actions we can take as we see headwinds in a particular area, in a particular market, we can adjust.

And I think I'd add, Greg, that a lot of the expenses that we have are elective ones that we're doing to help grow the business over the long term. And so I think we'd have to be pretty judicious as we think through what we're going to cut back on. We certainly have that flexibility, but we don't want to sacrifice long-term growth. But you do see expenses in the form of strategic initiatives that we think are important to the business.

How much -- if could ask, how much of expense base is variable versus fixed?

I don't think we've disclosed that in the past. So I'm not sure we have that for you.

Okay. I'll move off of outdoor and...

And just lastly Marcy on pacings. I mean, we did come off a very strong second quarter in the Americas, and as different advertisers come in or pull back. This is again is a snapshot in time and I'd ask you to stay tuned for November when we report back to you again.

Okay. And then moving to radio. Just how should we think about the monetization of iHeartRadio? Is this something that we can see materially over time, or is it already instrumental and contributing to the threshold radio growth?

It's Bob Pittman, let me jump in a little bit on iHeartRadio. It is -- iHeartRadio is really a major part of the digital offering of CCME and it's the fastest-growing segment. I think we, as I had said, double-digit revenue growth. And -- but I think the way you think about the monetization is yes, we'll sell in stream spots. Yes, we'll sell display ads. But it also is, iHeartRadio, it is the station website, it is the broadcast station, it is events, it is promotions, traffic. And as much as we can, we're trying to build those into multi-platform offerings, so when we talk to advertisers increasingly, we're not talking about a bunch of spots, but we're talking about helping them achieve a goal. And we have all of these assets that we can use for their benefit. And to me, that's the new way people sell, is you get an assignment not a buy. And as you look at the national sales marketing and promotion platforms, which John Hogan set up, which Tim Caseli [ph] has, that's one of the goals of doing it, is to have one organization that can pull it all together and have those kinds of conversations. And it's been happening in other sectors besides radio, and we're now bringing out the exact kind of sophistication to the radio business, which we look at as being one of the important upsides. And clearly, digital plays an important role in that. But certainly, iHeartRadio with its tremendous growth, it is really one of the stars of that.

Thank you, everyone. Again, due to time constraints, we've got to end it here, but would be happy to follow up with you after the call. And we look forward to seeing you at some upcoming investor conferences. And reporting back to you with the third quarter in November. Have a good night.

Thank you. And, ladies and gentlemen, that does conclude our conference for today. Thank you for your participation and choosing AT&T Executive Teleconference. You may now disconnect.