1. ================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date Of Report (Date Of Earliest Event Reported): 8/5/2005
CLEAR CHANNEL COMMUNICATIONS INC
(Exact Name of Registrant as Specified in its Charter)
Commission File Number: 001-09645
TX 74-1787539
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
200 E. Basse
San Antonio, TX 78209
(Address of Principal Executive Offices, Including Zip Code)
210-822-2828
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17CFR240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act(17CFR240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act(17CFR240.13e-4(c))
================================================================================

2. Items to be Included in this Report
Item 1.01 Entry into a Material Definitive Agreement
On August 5, 2005, Clear Channel Outdoor Holdings, Inc., a wholly-owned
subsidiary of Clear Channel Communications, Inc., (the quot;Companyquot;) entered into
an employment agreement with Paul J. Meyer, which replaced the existing
employment agreement by and between Mr. Meyer and the Company. The initial term
of the new agreement ends on the third anniversary of the date of the agreement;
the term automatically extends one day at a time beginning on the second
anniversary of the date of the agreement, unless one party gives the other one
year’s notice of expiration at or prior to the second anniversary of the date of
the agreement. The contract calls for Mr. Meyer to be the President and Chief
Operating Officer of Clear Channel Outdoor Holdings, Inc. for a base salary of
$600,000 in the first year of the agreement; $625,000 in the second year of the
agreement; and $650,000 in the third year of the agreement, subject to
additional annual raises thereafter in accordance with company policies. Mr.
Meyer is also eligible to receive a performance bonus as decided at the sole
discretion of the board of directors and the compensation committee of Clear
Channel Outdoor Holdings, Inc.
Mr. Meyer may terminate his employment at any time after the second
anniversary of the date of the agreement upon one year’s written notice. Clear
Channel Outdoor Holdings, Inc. may terminate Mr. Meyer without quot;Causequot; after the
second anniversary of the date of the agreement upon one year’s written notice.
quot;Causequot; is narrowly defined in the agreement. If Mr. Meyer is terminated without
quot;Cause,quot; he is entitled to receive a lump sum payment of accrued and unpaid base
salary and prorated bonus, if any, and any payments to which he may be entitled
under any applicable employee benefit plan. Mr. Meyer is prohibited by his
employment agreement from activities that compete with Clear Channel Outdoor
Holdings, Inc. for one year after he leaves Clear Channel Outdoor Holdings, Inc.
and he is prohibited from soliciting Clear Channel Outdoor Holdings, Inc.
employees for employment for 12 months after termination regardless of the
reason for termination of employment.
Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On August 9, 2005 Clear Channel Communications, Inc. issued a press
release announcing its earnings for the quarter ended June 30, 2005.
The information contained in Exhibit 99.1 is incorporated herein by
reference. The information in this Current Report is being furnished and shall
not be deemed quot;filedquot; for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that
Section. The information in this Current Report shall not be incorporated by
reference into any registration statement or other document pursuant to the
Securities Act of 1933, as amended.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1 Employment Agreement by and between Clear Channel Outdoor
Holdings, Inc. and Mr. Paul Meyer dated August 5, 2005.
99.1 Press Release of Clear Channel Communications, Inc. issued August
9, 2005.

3. Signature(s)
Pursuant to the Requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
Undersigned hereunto duly authorized.
CLEAR CHANNEL COMMUNICATIONS, INC.
Date: August 9, 2005 By: /s/ HERBERT W. HILL JR.
--------------------------------
Herbert W. Hill, Jr.
Sr. Vice President/
Chief Accounting Officer

4. INDEX TO EXHIBITS
10.1 Employment Agreement by and between Clear Channel Outdoor Holdings,
Inc. and Mr. Paul Meyer dated August 5, 2005.
99.1 Press Release of Clear Channel Communications, Inc. issued August 9,
2005.

5. EXHIBIT 10.1
EMPLOYMENT AGREEMENT
[PAUL MEYER]
This Employment Agreement is entered into and effective as of the
Company’s signature below (the quot;Effective Datequot;) between Clear Channel Outdoor
Holdings, Inc., a Delaware corporation (the quot;Companyquot;) and Paul Meyer (the
quot;Employeequot;).
WHEREAS, the Company and the Employee desire to enter into an
employment relationship under the terms and conditions set forth in this
Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. TERM OF EMPLOYMENT.
The Employee’s current Term of employment starts on the Effective Date
and ends no earlier than the third anniversary of the Effective Date, unless
neither party has given the one year notice described in Section 7(c) or 7(d),
below. If such one year notice has not been given, the Term shall automatically
extend, beginning on the second anniversary of the Effective Date, one day at a
time, until such notice has been given.
2. TITLE AND DUTIES.
The Employee’s title is President and Chief Operating Officer, Clear
Channel Outdoor. The Company may later choose to elevate this title and
responsibilities to Chief Executive Officer, at its sole discretion. Employee
understands and agrees that he will not receive any additional compensation in
the event of such change in title and responsibilities. The Employee will
perform job duties that are usual and customary for this position, and will
perform additional services and duties that the Company may from time to time
designate that are consistent with the usual and customary duties of this
position or of a Chief Executive Officer. The Employee will report to the
President and Chief Executive Officer, Clear Channel Communications, Inc.,
currently Mark Mays. The Employee will devote his full working time and efforts
to the business and affairs of Clear Channel Outdoor in its newly combined
domestic and international organizational form.
3. COMPENSATION AND BENEFITS
(a) BASE SALARY. The Company will pay the Employee an annual base
salary of $600,000 for the first year after the Effective Date; $625,000 for the
second year after the Effective Date; and $650,000 for the third year after the
Effective Date. The Employee will be eligible for additional annual raises
commensurate with Company policy. All payments of base salary will be made in
installments according to the Company’s regular payroll practice, prorated
monthly or weekly where appropriate, and subject to any increases that are
determined to be appropriate by the Board of Directors of the Company (quot;Boardquot;)
and its Compensation Committee.

6. (b) PERFORMANCE BONUS. No later than March 31 of each calendar year
during the term, Employee will be eligible to receive a performance bonus as set
forth in the Performance Bonus Calculation attached as quot;Exhibit Aquot; to this
Employment Agreement.
(c) EMPLOYMENT BENEFIT PLANS. The Employee will be entitled to
participate in: all pension, profit sharing, and other retirement plans; all
incentive compensation plans; and all group health, hospitalization and
disability or other insurance plans; paid vacation, sick leave and other
employee welfare benefit plans in which other similarly situated employees of
the Company may participate as stated in the employee guide.
(d) EXPENSES. The Company will pay or reimburse the Employee for all
normal and reasonable travel and entertainment expenses incurred by the Employee
in connection with the Employee’s responsibilities to the Company upon
submission of proper vouchers in accordance with the Company’s expense
reimbursement policy.
(e) STOCK OPTIONS. Any future stock option grants will be granted based
upon the performance of the Employee, which will be assessed in the sole
discretion of the Company and the Compensation Committee of the Board. All
option grants shall be made under the terms and conditions set forth in the
applicable Clear Channel Communications Stock Option Plan under which they are
issued. The Company reserves the right to modify any future Company incentive
compensation or stock option plan with respect to the change of control, the
granting of restricted stock or any other provision of such plans. The Company’s
obligations under this agreement to the Employee in the area of stock options
are conditioned upon and subject to the Company’s future decision, in its sole
discretion, to: 1) alter, suspend or discontinue its stock option grant program;
or 2) replace the program with an alternative form or method of compensation.
4. NONDISCLOSURE OF CONFIDENTIAL INFORMATION.
During the course of the Employee’s employment with the Company, the
Company will provide the Employee with access to certain confidential
information, trade secrets, and other matters which are of a confidential or
proprietary nature, including but not limited to the Company’s customer lists,
pricing information, production and cost data, compensation and fee information,
strategic business plans, budgets, financial statements, and other information
the Company treats as confidential or proprietary (collectively the
quot;Confidential Informationquot;). The Company provides on an ongoing basis such
Confidential Information as the Company deems necessary or desirable to aid the
Employee in the performance of his duties. The Employee understands and
acknowledges that such Confidential Information is confidential and proprietary,
and agrees not to disclose such Confidential Information to anyone outside the
Company except to the extent that (i) the Employee deems such disclosure or use
reasonably necessary or appropriate in connection with performing his duties on
behalf of the Company; (ii) the Employee is required by order of a court of
competent jurisdiction (by subpoena or similar process) to disclose or discuss
any Confidential Information, provided that in such case, the Employee shall
promptly inform the Company of such event, shall cooperate with the Company in
attempting to obtain a protective order or to otherwise restrict such
disclosure, and shall only disclose Confidential Information to the minimum
extent necessary to comply with any such court order; or (iii) such Confidential
Information becomes generally known to and available for use in the industries
in which the Company does business, other than as a result of any action or
inaction by the Employee. The Employee further agrees that he will not during
employment and/or at any time thereafter use such Confidential Information in
competing, directly or
2

7. indirectly, with the Company. At such time as the Employee shall cease to be
employed by the Company, he will immediately turn over to the Company all
Confidential Information, including papers, documents, writings, electronically
stored information, other property, and all copies of them, provided to or
created by him during the course of his employment with the Company. This
nondisclosure covenant is binding on the Employee, as well as his heirs,
successors, and legal representatives, and will survive the termination of this
Agreement for any reason.
5. NONHIRE OF COMPANY EMPLOYEES.
To further preserve the rights of the Company pursuant to the
nondisclosure covenant discussed above, and for the consideration promised by
the Company under this Agreement, during the term of the Employee’s employment
with the Company and for a period of twelve months thereafter, regardless of the
reason for termination of employment, the Employee will not, directly or
indirectly, (i) hire any current or prospective employee of the Company, or any
subsidiary or affiliate of the Company (including, without limitation, any
current or prospective employee of the Company within the 6-month period
preceding the Employee’s last day of employment with the Company or within the
12-month period of this covenant) who worked, works, or has been offered
employment by the Company; (ii) solicit or encourage any such employee to
terminate their employment with the Company, or any subsidiary or affiliate of
the Company; or (iii) solicit or encourage any such employee to accept
employment with any business, operation, corporation, partnership, association,
agency, or other person or entity with which the Employee may be associated. If,
during the term of this non-hire covenant, the Employee learns that any such
employee has accepted employment with any business, operation, corporation,
partnership, association, agency, or other person or entity with which the
Employee may be associated (other than the Company), the Employee will
immediately send notice to the Company identifying the employee and certifying
that the Employee did not breach any provision of this non-hire covenant.
6. NON-COMPETITION.
To further preserve the rights of the Company pursuant to the
nondisclosure covenant discussed above, and for the consideration promised by
the Company under this Agreement, during the Employee’s employment with the
Company and for a period of one year thereafter, regardless of the reason for
termination of employment, the Employee will not, directly or indirectly, as an
owner, director, principal, agent, officer, employee, partner, consultant,
servant, or otherwise, carry on, operate, manage, control, or become involved in
any manner with any business, operation, corporation, partnership, association,
agency, or other person or entity which is in the same business as the Company
in any location in which the Company, or any subsidiary or affiliate of the
Company, operates or has plans or has projected to operate during the Employee’s
employment with the Company, including any area within a 50-mile radius of any
such location. The foregoing shall not prohibit the Employee from owning up to
5.0% of the outstanding stock of any publicly held company. Notwithstanding the
foregoing, after the Employee’s employment with the Company has terminated, upon
receiving written permission by the Board, the Employee shall be permitted to
engage in such competing activities that would otherwise be prohibited by this
covenant if such activities are determined in the sole discretion of the Board
in good faith to be immaterial to the operations of the Company, or any
subsidiary or affiliate of the Company, in the location in question.
3

8. To further preserve the rights of the Company pursuant to the
nondisclosure covenant discussed above, and for the consideration promised by
the Company under this Agreement, during the term of the Employee’s employment
with the Company and for a period of one year thereafter, regardless of the
reason for termination of employment, the Employee will not, directly or
indirectly, either for himself or for any other business, operation,
corporation, partnership, association, agency, or other person or entity, call
upon, compete for, solicit, divert, or take away, or attempt to divert or take
away current or prospective customers (including, without limitation, any
customer with whom the Company, or any subsidiary or affiliate of the Company,
(i) has an existing agreement or business relationship; (ii) has had an
agreement or business relationship within the six-month period preceding the
Employee’s last day of employment with the Company; or (iii) has included as a
prospect in its applicable pipeline) of the Company, or any subsidiary or
affiliate of the Company.
The Company and the Employee agree that the restrictions contained in
this noncompetition covenant are reasonable in scope and duration and are
necessary to protect the Company’s business interests and Confidential
Information. If any provision of this noncompetition covenant as applied to any
party or to any circumstance is adjudged by a court or arbitrator to be invalid
or unenforceable, the same will in no way affect any other circumstance or the
validity or enforceability of this Agreement. If any such provision, or any part
thereof, is held to be unenforceable because of the scope, duration, or
geographic area covered thereby, the parties agree that the court or arbitrator
making such determination shall have the power to reduce the scope and/or
duration and/or geographic area of such provision, and/or to delete specific
words or phrases, and in its reduced form, such provision shall then be
enforceable and shall be enforced. The parties agree and acknowledge that the
breach of this noncompetition covenant will cause irreparable damage to the
Company, and upon breach of any provision of this noncompetition covenant, the
Company shall be entitled to injunctive relief, specific performance, or other
equitable relief; provided, however, that this shall in no way limit any other
remedies which the Company may have (including, without limitation, the right to
seek monetary damages).
Should the Employee violate the provisions of this noncompetition covenant, then
in addition to all other rights and remedies available to the Company at law or
in equity, the duration of this covenant shall automatically be extended for the
period of time from which the Employee began such violation until he permanently
ceases such violation
7. TERMINATION.
The Employee’s employment with the Company may be terminated under the
following circumstances:
(a) DEATH. The Employee’s employment with the Company shall terminate
upon his death.
(b) DISABILITY. The Company may terminate the Employee’s employment
with the Company if, as a result of the Employee’s incapacity due to physical or
mental illness, the Employee is unable to perform his duties under this
Agreement on a full-time basis for more than 90 days in any 12 month period, as
determined by the Company.
4

9. (c) TERMINATION BY THE COMPANY. The Company may terminate the
Employee’s employment with the Company for any reason at any time after the
second anniversary of the Effective Date upon one year’s written notice, and, in
no case to be effective earlier than the third anniversary of the Effective
Date. The Company may also terminate the Employee’s employment for Cause. A
termination for Cause must be for one or more of the following reasons: (i)
conduct by the Employee constituting a material act of willful misconduct in
connection with the performance of his duties, including, without limitation,
violation of the Company’s policy on sexual harassment, misappropriation of
funds or property of the Company or any of its affiliates other than the
occasional, customary and de minimis use of Company property for personal
purposes, or other willful misconduct as determined in the sole discretion of
the Company; (ii) continued, willful and deliberate non-performance by the
Employee of his duties hereunder (other than by reason of the Employee’s
physical or mental illness, incapacity or disability) where such non-performance
has continued for more than 10 days following written notice of such
non-performance; (iii) the Employee’s refusal or failure to follow lawful
directives where such refusal or failure has continued for more than 30 days
following written notice of such refusal or failure; (iv) a criminal or civil
conviction of the Employee, a plea of nolo contendere by the Employee, or other
conduct by the Employee that, as determined in the sole discretion of the Board,
has resulted in, or would result in if he were retained in his position with the
Company, material injury to the reputation of the Company, including, without
limitation, conviction of fraud, theft, embezzlement, or a crime involving moral
turpitude; (v) a breach by the Employee of any of the provisions of this
Agreement; or (vi) a violation by the Employee of the Company’s employment
policies.
(d) TERMINATION BY THE EMPLOYEE. The Employee may terminate his
employment with the Company at any time after the second anniversary of the
Effective Date with a one year written notice to Company, and, in no case to be
effective earlier than the third anniversary of the Effective Date.
8. COMPENSATION UPON TERMINATION.
(a) DEATH. If the Employee’s employment with the Company terminates by
reason of his death, the Company will, within 90 days, pay in a lump sum amount
to such person as the Employee shall designate in a notice filed with the
Company or, if no such person is designated, to the Employee’s estate, the
Employee’s accrued and unpaid base salary and prorated bonus, if any (See
Exhibit A), and any payments to which the Employee’s spouse, beneficiaries, or
estate may be entitled under any applicable employee benefit plan (according to
the terms of such plans and policies).
(b) DISABILITY. If the Employee’s employment with the Company
terminates by reason of his disability, the Company shall, within 90 days, pay
in a lump sum amount to the Employee his accrued and unpaid base salary and
prorated bonus, if any (See Exhibit A), and any payments to which he may be
entitled under any applicable employee benefit plan (according to the terms of
such plans and policies).
(c) TERMINATION BY THE COMPANY FOR CAUSE. If the Employee’s employment
with the Company is terminated by the Company for Cause the Company will, within
90 days, pay in a lump sum amount to the Employee his accrued and unpaid base
salary and any payments to which he may be entitled under any applicable
employee benefit plan (according to the terms of such plans and policies).
5

10. (d) TERMINATION BY THE COMPANY WITHOUT CAUSE. If the Employee’s
employment with the Company is terminated by the Company without Cause, the
Company will, within 90 days after the effective date of the termination, pay in
a lump sum amount to the Employee his accrued and unpaid base salary and
prorated bonus, if any (See Exhibit A), and any payments to which he may be
entitled under any applicable employee benefit plan (according to the terms of
such plans and policies). Additionally, Employee will receive a total of
$600,000, paid pro rata over a one year period in accordance with the Company’s
standard payroll schedule and practices, as consideration for Employee’s
post-termination non-compete and non-solicitation obligations under Paragraphs
Five and Six, above.
(e) EFFECT OF COMPLIANCE WITH COMPENSATION UPON TERMINATION PROVISIONS.
Upon complying with Subparagraphs 8(a) through 8(d) above, as applicable, the
Company will have no further obligations to the Employee except as otherwise
expressly provided under this Agreement, provided that such compliance will not
adversely affect or alter the Employee’s rights under any employee benefit plan
of the Company in which the Employee has a vested interest, unless, otherwise
provided in such employee benefit plan or any agreement or other instrument
attendant thereto.
9. PARTIES BENEFITED; ASSIGNMENTS.
This Agreement shall be binding upon the Employee, his heirs and his
personal representative or representatives, and upon the Company and its
respective successors and assigns. Neither this Agreement nor any rights or
obligations hereunder may be assigned by the Employee, other than by will or by
the laws of descent and distribution.
10. NOTICES.
Any notice provided for in this Agreement will be in writing and will be deemed
to have been given when delivered or mailed by United States registered or
certified mail, return receipt requested, postage prepaid. If to the Board or
the Company, the notice will be sent to Mark P. Mays, President and Chief
Executive Officer, Clear Channel Communications, Inc., 200 E. Basse Road, San
Antonio, TX 78209 and a copy of the notice will be sent to Andrew W. Levin, EVP
and CLO, Clear Channel Communications, Inc., 200 E. Basse Road, San Antonio, TX
78209 . If to the Employee, the notice will be sent to 5109 N. 34th Place,
Phoenix, AZ 85018. Such notices may alternatively be sent to such other address
as any party may have furnished to the other in writing in accordance with this
Agreement, except that notices of change of address shall be effective only upon
receipt.
11. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with
the internal laws of the State of Texas without giving effect to any choice of
law or conflict provisions or rule (whether of the State of Texas or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of Texas and the Employee hereby expressly consents to the
personal jurisdiction of the state and federal courts located in the State of
Texas for any lawsuit arising from or relating to this Agreement.
6

11. 12. DEFINITION OF COMPANY.
As used in this Agreement, the term quot;Companyquot; shall include any of its
past, present and future divisions, operating companies, subsidiaries and
affiliates.
13. LITIGATION AND REGULATORY COOPERATION.
During and after the Employee’s employment, the Employee shall
reasonably cooperate with the Company in the defense or prosecution of any
claims or actions now in existence or which may be brought in the future against
or on behalf of the Company which relate to events or occurrences that
transpired while the Employee was employed by the Company; provided, however,
that such cooperation shall not materially and adversely affect the Employee or
expose the Employee to an increased probability of civil or criminal litigation.
The Employee’s cooperation in connection with such claims or actions shall
include, but not be limited to, being available to meet with counsel to prepare
for discovery or trial and to act as a witness on behalf of the Company at
mutually convenient times. During and after the Employee’s employment, the
Employee also shall cooperate fully with the Company in connection with any
investigation or review of any federal, state or local regulatory authority as
any such investigation or review relates to events or occurrences that
transpired while the Employee was employed by the Company. The Company will pay
the Employee on an hourly basis (to be derived from his base salary) for
requested litigation and regulatory cooperation that occurs after his
termination of employment, and reimburse the Employee for all costs and expenses
incurred in connection with his performance under this paragraph, including, but
not limited to, reasonable attorneys’ fees and costs.
14. INDEMNIFICATION AND INSURANCE; LEGAL EXPENSES.
The Company shall indemnify the Employee to the fullest extent
permitted by law, in effect at the time of the subject act or omission, and
shall advance to the Employee reasonable attorneys’ fees and expenses as such
fees and expenses are incurred (subject to an undertaking from the Employee to
repay such advances if it shall be finally determined by a judicial decision
which is not subject to further appeal that the Employee was not entitled to the
reimbursement of such fees and expenses), and the Employee will be entitled to
the protection of any insurance policies that the Company may elect to maintain
generally for the benefit of its directors and officers against all costs,
charges and expenses incurred or sustained by him in connection with any action,
suit or proceeding to which he may be made a party by reason of his being or
having been a director, officer or employee of the Company or any of its
subsidiaries, or his serving or having served any other enterprise as a
director, officer or employee at the request of the Company (other than any
dispute, claim or controversy arising under or relating to this Agreement). The
Company covenants to maintain during the Employee’s employment for the benefit
of the Employee (in his capacity as an officer and director of the Company)
Directors and Officers Insurance providing benefits to the Employee no less
favorable, taken as a whole, than the benefits provided to the other similarly
situated employees of the Company by the Directors and Officers Insurance
maintained by the Company on the date hereof; provided, however, that the Board
may elect to terminate Directors and Officers Insurance for all officers and
directors, including the Employee, if the Board determines in good faith that
such insurance is not available or is available only at unreasonable expense.
7

12. 15. ARBITRATION.
The parties agree that any dispute, controversy or claim, whether based on
contract, tort, statute, discrimination, retaliation, or otherwise, relating to,
arising from or connected in any manner to this Agreement, or to the alleged
breach of this Agreement, or arising out of or relating to Employee’s employment
or termination of employment, shall, upon timely written request of either party
be submitted to and resolved by binding arbitration. The arbitration shall be
conducted in San Antonio, Texas. The arbitration shall proceed in accordance
with the National Rules for Resolution of Employment Disputes of the American
Arbitration Association (quot;AAAquot;) in effect at the time the claim or dispute
arose, unless other rules are agreed upon by the parties. Unless otherwise
agreed to by the parties in writing, the arbitration shall be conducted by one
arbitrator who is a member of the AAA and who is selected pursuant to the
methods set out in the National Rules for Resolution of Employment Disputes of
the AAA. Any claims received after the applicable/relevant statute of
limitations period has passed shall be deemed null and void. The award of the
arbitrator shall be a reasoned award with findings of fact and conclusions of
law. Either party may bring an action in any court of competent jurisdiction to
compel arbitration under this Agreement, to enforce an arbitration award, and to
vacate an arbitration award. However, in actions seeking to vacate an award, the
standard of review to be applied by said court to the arbitrator’s findings of
fact and conclusions of law will be the same as that applied by an appellate
court reviewing a decision of a trial court sitting without a jury. The Company
will pay the actual costs of arbitration excluding attorney’s fees. Each party
will pay its own attorneys fees and other costs incurred by their respective
attorneys.
16. REPRESENTATIONS AND WARRANTIES OF THE EMPLOYEE.
The Employee represents and warrants to the Company that he is under no
contractual or other restriction which is inconsistent with the execution of
this Agreement, the performance of his duties hereunder or the other rights of
Company hereunder. The Employee also represents and warrants to the Company that
he is under no physical or mental disability that would hinder the performance
of his duties under this Agreement.
17. MISCELLANEOUS.
This Agreement contains the entire agreement of the parties relating to
the subject matter hereof. This Agreement supersedes any prior written or oral
agreements or understandings between the parties relating to the subject matter
hereof. No modification or amendment of this Agreement shall be valid unless in
writing and signed by or on behalf of the parties hereto. The failure of a party
to require performance of any provision of this Agreement shall in no manner
affect the right of such party at a later time to enforce any provision of this
Agreement. A waiver of the breach of any term or condition of this Agreement
shall not be deemed to constitute a waiver of any subsequent breach of the same
or any other term or condition. This Agreement is intended to be performed in
accordance with, and only to the extent permitted by, all applicable laws,
ordinances, rules and regulations. If any provision of this Agreement, or the
application thereof to any person or circumstance, shall, for any reason and to
any extent, be held invalid or unenforceable, such invalidity and
unenforceability shall not affect the remaining provisions hereof or the
application of such provisions to other persons or circumstances, all of which
shall be enforced to the greatest extent permitted by law. The headings in this
Agreement are inserted
8

13. for convenience of reference only and shall not be a part of or control or
affect the meaning of any provision hereof.
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement as of the date last executed below.
DATE: August 5, 2005 PAUL MEYER
/s/ Paul Meyer
-------------------------------
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
DATE: August 5, 2005 By: /s/ Mark P. Mays
------------------------------
Name: Mark P. Mays
Title: Chief Executive Officer
9

14. EXHIBIT A
PERFORMANCE BONUS CALCUATION
To be determined at the sole discretion of the Board and the Compensation
Committee.
10

15. EXHIBIT 99.1
CLEAR CHANNEL REPORTS SECOND QUARTER 2005 RESULTS
SAN ANTONIO, TEXAS AUGUST 9, 2005...Clear Channel Communications, Inc. (NYSE:
CCU) today reported results for its second quarter ended June 30, 2005. The
Company also announced today an update to its plan to strategically realign its
businesses and its share repurchase program.
The Company reported revenues of $2.46 billion in the second quarter of 2005, a
1% decrease from the $2.49 billion reported for the second quarter of 2004.
Clear Channel’s net income and diluted earnings per share were $220.7 million
and $.40 per diluted share during the second quarter of 2005. This compares to
net income and diluted earnings per share of $253.8 million and $.41 per diluted
share during the second quarter of 2004.
Mark Mays, President and Chief Executive Officer, commented, quot;Our second quarter
results reflect the short-term impact of our decision to reduce the commercial
loads on our radio stations, combined with a less than ideal advertising
environment. With just two complete quarters of quot;Less is Morequot; behind us we are
seeing positive trends. Early ratings results from the important spring ratings
book show that ratings and time spent listening are on the rise. In addition, we
are seeing real progress in the development of a 30-second marketplace. These
early results underscore that quot;Less is Morequot; is the right move for our business
over the long-term. Overall, our operational focus remains on leading change,
driving innovation and delivering value to our customers across all of our
businesses. We believe this long-term and forward thinking approach will create
shareholder value over the long-term.quot;
Mark Mays added, quot;Our strategic realignment plan is on track and is targeted to
be completed by the end of this year. It remains our intention to fund
activities that enhance shareholder returns. However, given current and changing
market conditions, we believe it is appropriate to expand the options available
to us in returning capital to shareholders and we may choose to use these funds
for share repurchases, a special dividend or a combination of both. As a result,
we have authorized an increase to our existing share repurchase program to an
aggregate of $1.0 billion. A significant share repurchase is an attractive
option for maximizing shareholder value and will enable us to maintain financial
flexibility. We have a strong track record of announcing and executing material
share repurchases and this decision will enable the company to return capital
directly to shareholders in a significant way, over a longer period of time.quot;
1

16. REVENUE AND DIVISIONAL OPERATING EXPENSES
<Table>
<Caption>
(In thousands) Three Months Ended
June 30,
--------------------------------- %
2005 2004 Change
--------------- -------------- ------------
<S> <C> <C> <C>
Revenue
Radio Broadcasting $ 931,929 $ 996,824 (7%)
Outdoor Advertising 684,508 639,549 7%
Live Entertainment 729,473 734,481 (1%)
Other 145,751 149,917 (3%)
Eliminations (32,910) (35,737)
--------------- --------------
CONSOLIDATED REVENUE $ 2,458,751 $ 2,485,034 (1%)
============== =============
Divisional operating expenses
Radio Broadcasting $ 554,217 $ 552,769 0%
Outdoor Advertising 460,865 432,989 6%
Live Entertainment 691,214 693,939 0%
Other 117,106 116,353 1%
Eliminations (32,910) (35,737)
--------------- --------------
CONSOLIDATED DIVISIONAL OPERATING EXPENSES $ 1,790,492 $ 1,760,313 2%
=============== ==============
</Table>
Included in the Company’s second quarter 2005 revenue and operating expenses are
approximately $20.1 million and $16.3 million, respectively, of foreign exchange
increases compared to the same period of 2004.
RADIO BROADCASTING
The Company’s radio revenues declined 6.5% to $931.9 million during the second
quarter of 2005 compared to the same period of 2004. The decline includes a
reduction of approximately $8.8 million from non-cash trade revenues. Both local
and national revenues were down for the quarter as well, primarily from its
reduction in commercial minutes made available for sale on its radio stations.
As a result, some of its larger advertising categories declined during the
quarter, including retail and automotive. While commercial minutes were down,
this was partially offset by an increase in average unit rates. As the year
progressed, the Company made improvements on its quot;Less is Morequot; initiative as
evidenced by increased average unit rates on its 15, 30 and 60 second
commercials over the first quarter of the year. The Company also saw improvement
in the second quarter in selling 30 second and 15 second commercials as a
percentage of total minutes sold. Finally, yield, or revenue divided by total
minutes of available inventory, has seen consistent improvement throughout the
year.
Divisional operating expenses were up $1.4 million during the second quarter of
2005 compared to the same period of 2004. Driving the increase were advertising
and promotional expenditures as well as sports broadcasting rights related to
contracts awarded in the second half of last year. Partially offsetting the
increase were decreases in commission and bad debt expenses.
OUTDOOR ADVERTISING
The Company’s outdoor advertising revenue increased 7.0% to $684.5 million
during the second quarter of 2005 compared to the same period of 2004. This
reflects an increase of 11.2% domestically and 3.7% internationally. The growth
domestically was driven by bulletin sales, while international growth came
primarily from transit and street furniture sales. Included in the second
quarter 2005 results is approximately $13.4 million from increases in foreign
exchange compared to the second quarter of 2004.
Domestic bulletin revenues grew principally from increased rates, with occupancy
up slightly for the second quarter of 2005 compared to 2004. Strong domestic
markets included Phoenix, Cleveland, Seattle, Jacksonville and San Antonio.
Strong advertising categories were automotive, entertainment, financial
services, retail and telecommunications.
2

17. Internationally, street furniture revenues benefited from an increase in
displays as well as average revenue per display compared to the second quarter
of 2004. The Company’s international transit revenue growth was fueled by an
increase in average revenue per display. Its strongest international markets for
the quarter were Australia/New Zealand, Sweden and the United Kingdom. However,
consistent with the end of 2004, the Company continued to see weak demand for
its media inventory in France, particularly from national sales which tempered
the overall results of its international revenues.
Outdoor advertising expenses increased 6.4% to $460.9 million during the second
quarter of 2005 compared to the same period of 2004. Included in the increase is
approximately $10.0 million from increases in foreign exchange. Divisional
operating expenses increased from commissions, production and site lease
expenses associated with the increase in revenue as well as increased rental
from new contracts in its international business entered into in the second half
of 2004.
On July 27, 2005 the Company announced to the trade union representatives and to
employees a draft plan to restructure its operations in France. In connection
with the restructuring, the Company expects to record approximately $25.0
million in restructuring costs, including employee termination and other costs,
as a component of divisional operating expenses during the third quarter of
2005.
LIVE ENTERTAINMENT
Live entertainment revenues were essentially flat for the second quarter of 2005
compared to the same period of 2004. Second quarter revenues included
approximately $6.7 million from increases in foreign exchange. The Company
experienced a decline in domestic music events during the second quarter as
compared to the same period of the prior year resulting in decreased attendance
and ticket revenues. Also, concession and merchandising revenues declined
associated with fewer events at the Company’s amphitheaters. These declines were
partially offset by revenue increases in its theater operations from increased
presenting weeks, increased ticket revenues in its motor sports group and
revenue growth in its European operations, primarily from promoting the U2 tour
as well as additional music festival revenues.
Live entertainment expenses were down $2.7 million for the second quarter of
2005 compared to the same period of 2004. Second quarter expenses included
approximately $6.3 million from increases in foreign exchange. This decline in
expenses was primarily due to lower talent costs associated with fewer events
and reduced artist guarantees in the current quarter compared to the same period
of 2004.
UPDATE TO STRATEGIC REALIGNMENT OF BUSINESSES
On April 29, 2005, the Company announced a plan to strategically realign its
businesses. This plan includes an initial public offering (quot;IPOquot;) of
approximately 10% of the common stock of the Company’s outdoor business (quot;Clear
Channel Outdoorquot;) and a 100% spin-off of its entertainment business (quot;Clear
Channel Entertainmentquot;). These transactions are progressing and are expected to
close by the end of the year. The closing of the IPO and spin-off of Clear
Channel Entertainment is subject to approval of the Company’s Board of
Directors, receipt of a tax opinion of counsel and letter ruling from the IRS
relating to the Clear Channel Entertainment spin-off, favorable market
conditions, the filing and effectiveness of registration statements with the
Securities and Exchange Commission and other customary conditions.
As part of the strategic realignment, the Company announced its intention to pay
a special dividend of $3.00 per share following the close of the IPO and the
spin-off of Clear Channel Entertainment, a total of approximately $1.6 billion.
The Company believes that it is appropriate to expand the options available to
returning this capital to shareholders. At this time, rather than paying the
approximately $1.6 billion as a $3.00 per share special dividend, the Company
now currently anticipates utilizing the approximately $1.6 billion in the form
of either share repurchases, a special dividend, or a combination of both. To
facilitate this change, the Board of Directors of the Company has increased the
current share repurchase program to $1.0 billion as described below. It is the
Company’s current intention to pay a special dividend in 2006 after taking into
account the results of the Company’s share repurchases, and subject to the
Company’s financial
3

18. condition, and market and economic conditions among other factors. The Company
intends to fund any share repurchases and/or a special dividend from funds
generated from the repayment of intercompany debt, the proceeds of any new debt
offerings, available cash balances and cash flow from operations. The timing and
amount of a special dividend, if any, is in the discretion of the Board of
Directors and may be based on the economic and market factors described above,
among others.
SHARE REPURCHASE AUTHORIZATION
On August 9, 2005, the Company’s Board of Directors authorized an increase in
and extension of its existing $1.0 billion share repurchase program, which was
originally authorized in February 2005 (the quot;February 2005 Programquot;).
As of June 30, 2005, the Company has purchased under the February 2005 Program
approximately 20.9 million shares of its common stock for an aggregate purchase
price of $692 million. The Board of Directors has authorized an increase of $692
million to the existing balance of the February 2005 Program, bringing the
current authorized amount of the share repurchase program to an aggregate of
$1.0 billion. This increase in the share repurchase program is effective
immediately, and expires on August 8, 2006, although the program may be
discontinued or suspended at anytime prior to its expiration. The Company will
purchase shares from time to time through open market or privately negotiated
transactions. The Company will base its decision on amounts of repurchases and
their timing on such factors as the Company’s financial condition and stock
price, general economic and market conditions and other factors.
CONFERENCE CALL
The Company will host a teleconference to discuss its results on August 9th at
9:00 a.m. Eastern Time. The conference call number is 888-283-6901 and the pass
code is 5915724. Please call ten minutes in advance to ensure that you are
connected prior to the presentation. The teleconference will also be available
via a live audio cast on the Company’s website, located at www.clearchannel.com.
A replay of the call will be available for 72 hours after the live conference
call. The replay number is 888-203-1112 and the pass code is 5915724. The audio
cast will also be archived on the Company’s website and will be available
beginning 24 hours after the call for a period of one week.
4

19. TABLE 1
FINANCIAL HIGHLIGHTS
CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<Table>
<Caption>
Three Months Ended
June 30,
---------------------------------- %
2005 2004 Change
---------------- -------------- ------------
<S> <C> <C> <C>
REVENUE $ 2,458,751 $ 2,485,034 (1%)
Divisional operating expenses 1,790,492 1,760,313
Corporate expenses 48,156 46,581
Non-cash compensation expense 1,675 915
Depreciation and amortization 167,991 167,754
---------------- ----------------
OPERATING INCOME 450,437 509,471 (12%)
Interest expense 105,487 85,403
Gain (loss) on marketable securities 1,610 (5,503)
Equity in earnings of nonconsolidated affiliates 9,834 10,635
Other income (expense) - net 8,453 (2,694)
---------------- ----------------
Income before income taxes 364,847 426,506
Income tax benefit (expense):
Current (108,051) (106,888)
Deferred (36,064) (65,848)
---------------- ----------------
NET INCOME $ 220,732 $ 253,770 (13%)
================ ================
Net Income per share:
BASIC $ 0.41 $ 0.42 (2%)
================ ================
DILUTED $ 0.40 $ 0.41 (2%)
================ ================
Weighted average shares outstanding - diluted 545,090 612,960
</Table>
5

20. TABLE 2
SELECTED BALANCE SHEET INFORMATION
<Table>
<Caption>
(In millions) June 30, 2005 March 31, 2005
------------- --------------
<S> <C> <C>
Cash $ 321.3 $ 271.3
Total Current Assets $ 2,700.6 $ 2,316.6
Net Property, Plant and Equipment $ 3,961.6 $ 4,040.5
Total Assets $ 20,090.7 $ 19,769.7
Current Liabilities (excluding current portion of long-term debt) $ 2,247.7 $ 1,897.0
Long-Term Debt (including current portion of long-term debt) $ 7,896.7 $ 7,732.8
Shareholders’ Equity $ 8,662.1 $ 8,850.0
</Table>
TABLE 3
CAPITAL EXPENDITURES
Capital expenditures for the second quarter of 2005 versus 2004 were:
<Table>
<Caption>
(In millions) June 30, 2005 June 30, 2004
------------- -------------
<S> <C> <C>
Non-revenue producing $ 71.0 $ 47.4
Revenue producing 30.7 38.5
----------- -----------
Total capital expenditures $ 101.7 $ 85.9
=========== ===========
</Table>
The Company defines non-revenue producing capital expenditures as those
expenditures that are required on a recurring basis. Revenue producing capital
expenditures are discretionary capital investments for new revenue streams,
similar to an acquisition.
TABLE 4
LIQUIDITY AND FINANCIAL POSITION
For the six months ended June 30, 2005, cash flow from operating activities was
$774.1 million, cash flow used in investing activities was $236.3 million, and
cash flow used in financing activities was $427.0 million for a net increase in
cash of $110.8 million.
At June 30, 2005, Clear Channel had long-term debt of:
<Table>
<Caption>
(In millions) June 30, 2005
-------------
<S> <C>
Bank Credit Facilities $ 916.8
Public Notes 6,814.1
Other Debt 165.8
-------------
Total $ 7,896.7
=============
</Table>
Leverage, defined as debt*, net of cash, divided by the trailing 12-month pro
forma EBITDA**, was 3.4x at June 30, 2005.
At June 30, 2005, 70% of the Company’s debt bears interest at fixed rates and
30% of the Company’s debt bears interest at floating rates based upon LIBOR. The
Company’s weighted average cost of debt at June 30, 2005 was 5.6%.
----------
* As defined by Clear Channel’s credit facility, debt is long-term debt of
$7,897 million plus letters of credit of $241 million; guarantees of third party
debt of $13 million; net original issue discount/premium of $10 million;
deferred purchase consideration of $10 million included in other long-term
liabilities; less the fair value of interest rate swaps of $4 million; and less
purchase accounting premiums of $12 million. ** As defined by Clear Channel’s
credit facilities, pro forma EBITDA is the trailing twelve-month EBITDA adjusted
to include EBITDA of any assets acquired in the trailing twelve-month period.
6

21. As of August 9, 2005, Clear Channel has approximately $332.5 million available
on its bank credit facility. The Company does not have any public debt maturing
during the remainder of 2005. The Company may utilize existing capacity under
its bank facilities and other available funds for future maturities or
redemptions of debt. Redemptions or repurchases will occur through open market
purchases, privately negotiated transactions, or other means.
SUPPLEMENTAL DISCLOSURE REGARDING NON-GAAP FINANCIAL INFORMATION
TABLE 5
OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION
(D&A) AND NON-CASH COMPENSATION EXPENSE
The following tables set forth Clear Channel’s Operating Income, D&A and
Non-cash compensation expense for the three months ended June 30, 2005 and 2004.
The Company defines quot;Operating Income before D&A and Non-cash compensation
expensequot; as net income adjusted to exclude the following line items presented in
its Statement of Operations: Income tax benefit (expense); Other income
(expense) - net; Equity in earnings of nonconsolidated affiliates; Gain (loss)
on marketable securities; Interest expense; D&A; and, Non-cash compensation
expense.
The Company uses Operating Income before D&A and Non-cash compensation expense,
among other things, to evaluate the Company’s operating performance. This
measure is among the primary measures used by management for planning and
forecasting of future periods, as well as for measuring performance for
compensation of executives and other members of management. This measure is an
important indicator of the Company’s operational strength and performance of its
business because it provides a link between profitability and cash flows from
operating activities. It is also a primary measure used by management in
evaluating companies as potential acquisition targets.
The Company believes the presentation of this measure is relevant and useful for
investors because it allows investors to view performance in a manner similar to
the method used by the Company’s management. It helps improve investors’ ability
to understand the Company’s operating performance and makes it easier to compare
the Company’s results with other companies that have different capital
structures or tax rates. In addition, this measure is also among the primary
measures used externally by the Company’s investors, analysts and peers in its
industry for purposes of valuation and comparing the operating performance of
the Company to other companies in its industry. Additionally, the Company’s bank
credit facilities use this measure for compliance with leverage covenants.
Since Operating Income before D&A and Non-cash compensation expense is not a
measure calculated in accordance with GAAP, it should not be considered in
isolation of, or as a substitute for, net income as an indicator of operating
performance and may not be comparable to similarly titled measures employed by
other companies. Operating Income, D&A and Non-cash compensation expense are all
financial statement line items included on the Company’s statement of earnings.
Operating Income before D&A and Non-cash compensation expense is not necessarily
a measure of the Company’s ability to fund its cash needs. As it excludes
certain financial information compared with operating income and net income
(loss), the most directly comparable GAAP financial measure, users of this
financial information should consider the types of events and transactions,
which are excluded.
As required by the SEC, the Company provides reconciliations below of Operating
Income before D&A and Non-cash compensation expense for each segment to such
segment’s operating income; Operating Income before D&A and Non-cash
compensation expense to net income, the most directly comparable amounts
reported under GAAP; and, Net Income and Diluted Earnings Per Share excluding
certain items, if applicable.
7

22. <Table>
<Caption>
Non-cash Operating Income before
(In thousands) Operating income compensation Depreciation D&A and Non-cash
(loss) expense and amortization compensation expense
------ ------- ---------------- --------------------
<S> <C> <C> <C> <C>
THREE MONTHS ENDED JUNE 30, 2005
Radio Broadcasting $ 343,282 $ -- $ 34,430 $ 377,712
Outdoor Advertising 127,081 -- 96,562 223,643
Live Entertainment 23,434 -- 14,825 38,259
Other 11,257 -- 17,388 28,645
Corporate (54,617) 1,675 4,786 (48,156)
-------------- ------------- --------------- ----------------
Consolidated $ 450,437 $ 1,675 $ 167,991 $ 620,103
============= ============= =============== ===============
THREE MONTHS ENDED JUNE 30, 2004
Radio Broadcasting $ 405,848 $ 232 $ 37,975 $ 444,055
Outdoor Advertising 113,754 -- 92,806 206,560
Live Entertainment 25,647 -- 14,895 40,542
Other 16,706 -- 16,858 33,564
Corporate (52,484) 683 5,220 (46,581)
-------------- ------------- --------------- ----------------
Consolidated $ 509,471 $ 915 $ 167,754 $ 678,140
============= ============= =============== ===============
</Table>
TABLE 6
RECONCILIATION OF OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION (D&A)
AND NON-CASH COMPENSATION EXPENSE TO NET INCOME
<Table>
<Caption>
(In thousands) THREE MONTHS ENDED JUNE 30,
2005 2004
----------------- -----------------
<S> <C> <C>
Operating Income before D&A and Non-cash compensation expense
$ 620,103 $ 678,140
Non-cash compensation expense 1,675 915
Depreciation & amortization 167,991 167,754
----------------- -----------------
Operating Income 450,437 509,471
Interest expense 105,487 85,403
Gain (loss) on marketable securities 1,610 (5,503)
Equity in earnings of nonconsolidated affiliates 9,834 10,635
Other income (expense) - net 8,453 (2,694)
----------------- ------------------
Income before income taxes 364,847 426,506
Income tax (expense) benefit:
Current (108,051) (106,888)
Deferred (36,064) (65,848)
------------------ ------------------
Net income $ 220,732 $ 253,770
================= =================
</Table>
ABOUT CLEAR CHANNEL COMMUNICATIONS
Clear Channel Communications, Inc. (NYSE:CCU) is a global media and
entertainment company specializing in quot;gone from homequot; entertainment and
information services for local communities and premiere opportunities for
advertisers. Based in San Antonio, Texas, the company’s businesses include
radio, outdoor displays, live entertainment events and venues, and television
stations. See us on the web at www.clearchannel.com.
For further information contact:
Investors - Randy Palmer, Senior Vice President of Investor Relations, (210)
832-3315 or Media - Lisa Dollinger, Chief Communications Officer, (210) 832-3474
8

23. or visit our web-site at http://www.clearchannel.com.
CERTAIN STATEMENTS IN THIS DOCUMENT CONSTITUTE quot;FORWARD-LOOKING STATEMENTSquot;
WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SUCH
FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND
OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF
CLEAR CHANNEL COMMUNICATIONS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS,
PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING
STATEMENTS. THE WORDS OR PHRASES quot;GUIDANCE,quot; quot;BELIEVE,quot; quot;EXPECT,quot; quot;ANTICIPATE,quot;
quot;ESTIMATESquot; AND quot;FORECASTquot; AND SIMILAR WORDS OR EXPRESSIONS ARE INTENDED TO
IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. IN ADDITION, ANY STATEMENTS THAT REFER
TO EXPECTATIONS OR OTHER CHARACTERIZATIONS OF FUTURE EVENTS OR CIRCUMSTANCES ARE
FORWARD-LOOKING STATEMENTS. THE COMPANY CANNOT PROVIDE ANY ASSURANCE THAT THE
IPO OF CLEAR CHANNEL OUTDOOR, THE SPIN-OFF OF CLEAR CHANNEL ENTERTAINMENT OR THE
PAYMENT OF THE ONE-TIME/SPECIAL DIVIDEND WILL BE COMPLETED, OR THE TERMS OF
WHICH ALL OF THE TRANSACTIONS WILL BE CONSUMMATED. VARIOUS RISKS THAT COULD
CAUSE FUTURE RESULTS TO DIFFER FROM THOSE EXPRESSED BY THE FORWARD-LOOKING
STATEMENTS INCLUDED IN THIS DOCUMENT INCLUDE, BUT ARE NOT LIMITED TO: RISKS
INHERENT IN THE CONTEMPLATED IPO, SPIN-OFF, CASH DIVIDENDS OR BORROWINGS; COSTS
RELATED TO THE PROPOSED TRANSACTIONS; DISTRACTION OF THE COMPANY AND ITS
MANAGEMENT TEAM AS A RESULT OF THE PROPOSED TRANSACTIONS; CHANGES IN BUSINESS,
POLITICAL AND ECONOMIC CONDITIONS IN THE U.S. AND IN OTHER COUNTRIES IN WHICH
CLEAR CHANNEL COMMUNICATIONS CURRENTLY DOES BUSINESS (BOTH GENERAL AND RELATIVE
TO THE ADVERTISING AND ENTERTAINMENT INDUSTRIES); FLUCTUATIONS IN INTEREST
RATES; CHANGES IN OPERATING PERFORMANCE; SHIFTS IN POPULATION AND OTHER
DEMOGRAPHICS; CHANGES IN THE LEVEL OF COMPETITION FOR ADVERTISING DOLLARS;
FLUCTUATIONS IN OPERATING COSTS; TECHNOLOGICAL CHANGES AND INNOVATIONS; CHANGES
IN LABOR CONDITIONS; CHANGES IN GOVERNMENTAL REGULATIONS AND POLICIES AND
ACTIONS OF REGULATORY BODIES; FLUCTUATIONS IN EXCHANGE RATES AND CURRENCY
VALUES; CHANGES IN TAX RATES; AND CHANGES IN CAPITAL EXPENDITURE REQUIREMENTS;
ACCESS TO CAPITAL MARKETS AND CHANGES IN CREDIT RATINGS. OTHER UNKNOWN OR
UNPREDICTABLE FACTORS ALSO COULD HAVE MATERIAL ADVERSE EFFECTS ON CLEAR CHANNEL
COMMUNICATIONS’, CLEAR CHANNEL OUTDOOR’S AND CLEAR CHANNEL ENTERTAINMENT’S
FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS. IN LIGHT OF THESE RISKS,
UNCERTAINTIES, ASSUMPTIONS AND FACTORS, THE FORWARD-LOOKING EVENTS DISCUSSED IN
THIS DOCUMENT MAY NOT OCCUR. YOU ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON
THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE STATED, OR IF
NO DATE IS STATED, AS OF THE DATE OF THIS DOCUMENT. OTHER KEY RISKS ARE
DESCRIBED IN CLEAR CHANNEL COMMUNICATIONS’ REPORTS FILED WITH THE U.S.
SECURITIES AND EXCHANGE COMMISSION, INCLUDING IN THE SECTION ENTITLED quot;ITEM 1.
BUSINESS - RISK FACTORSquot; OF THE COMPANY’S ANNUAL REPORT ON FORM 10-K FOR THE
YEAR ENDED DECEMBER 31, 2004. EXCEPT AS OTHERWISE STATED IN THIS DOCUMENT, CLEAR
CHANNEL COMMUNICATIONS DOES NOT UNDERTAKE ANY OBLIGATION TO PUBLICLY UPDATE OR
REVISE ANY FORWARD-LOOKING STATEMENTS BECAUSE OF NEW INFORMATION, FUTURE EVENTS
OR OTHERWISE.
A REGISTRATION STATEMENT RELATING TO THE IPO OF CLEAR CHANNEL OUTDOOR COMMON
STOCK AND AN INFORMATION STATEMENT RELATING TO THE SPIN-OFF OF CLEAR CHANNEL
ENTERTAINMENT WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
THIS DOCUMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES, NOR SHALL THERE BE ANY SALE OF CLEAR CHANNEL
OUTDOOR COMMON STOCK IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES
LAWS OF ANY SUCH STATE. ANY SUCH OFFERING OF SECURITIES WILL BE MADE ONLY BY
MEANS OF A PROSPECTUS INCLUDED IN THE REGISTRATIONS STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.
9