Ladies and gentlemen, thank you for standing by, and welcome to the Clear Channel Third Quarter Earnings Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. I would now like to turn the conference over to our Senior Vice President, Investor Relations, Greg Lundberg. Please go ahead.

Good morning, and thank you for joining our 2013 Third Quarter Earnings Call. On the call today are Rich Bressler, President and Chief Financial Officer; and Brian Coleman, Senior Vice President and Treasurer. We'll provide an overview of the third quarter 2013 financial and operating performances for 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 review of the quarter, we'll open up the lines for questions. But before we begin, we'd 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 or projections will 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 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 the revenues booked at a specific date versus the comparable date in the prior period and may or may not reflect the actual revenue growth rate at the end of the period. The company's revenue and pacing information includes an adjustment to prior periods to incorporate all acquisitions and exclude all divestitures in both periods for comparative purposes. We also eliminate the effects of movements in foreign exchange rates from pacing. During today's call, we'll 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 websites, clearchannel.com and clearchanneloutdoor.com. Please note that our 2 earnings releases provide a detailed breakdown of all foreign exchange and noncash compensation expense items, as well as segment revenues and OIBDAN for the quarter and 9 months. Our discussion today also excludes the effects of movements in foreign exchange and an adjustment for divestitures in 2012, unless otherwise noted. With that, I'll now turn the call over to Rich Bressler.

Thanks, Greg. Good morning, everybody. As you know, I've been working with Clear Channel as a board member for some time, but I've only been in my new position for 3 months, which may not seem like a lot of time but I have to tell you how excited I am about everything that's happened already. It makes me even more confident in the growth opportunities we have here. So let me start with just a few of the really big changes that I have seen across the company. First and most importantly, there are the great new people who have recently joined us. We already had amazing teams but they just got even better with hires like Tim Spengler who comes from Magna Global and Interpublic Group and is now President of Content Marketing and Revenue Strategy for Media and Entertainment. Tim is going to work with top-level marketers to create experiences around their brands for consumers and to promote radio's effectiveness and efficiency with advertisers, and we now have volumes of case studies proving how effective we can be. Unlike others who are just starting to increase their sales presence, we continue to invest in and grow our national and local sales platforms in radio because we're increasingly excited about what we can do to help advertisers. This is also true in outdoor, where we just hired Walker Jacobs from Time Warner's TBS to lead our revenue efforts at America's Outdoor as Chief Revenue Officer and President of Sales. Walker used to lead Turner digital and brings us the special skills and relationships we need to help marketers reach mobile consumers. I've also seen big changes in our products, which are key to bringing new advertising opportunities to the market. For example, adding Chicago to our Jingle Ball…

[Operator Instructions] Our first question comes from the line of Marci Ryvicker with Wells Fargo.

I have a couple of questions. The first, in Media and Entertainment, what are you pacing for the fourth quarter? And what's the political impact?

Marci, it's Rich. Thanks. By the way, I got to say starting out, and those of you know me from my Time Warner Viacom, I do hate giving out pacings although we do it because it's such a snapshot in time, and I know you all know that, and it doesn't include everything we do as a company. And particularly because we're global, we can weather a lot of things as evidenced by where our results are compared to the guidance we gave before. And it also doesn't take into account other categories that we continue to get into now as a company and move forward and exploit our assets. But having said that, look, constant third quarter were just [indiscernible] fairly tough as a result of political, especially in radio. And the fourth quarter is even going to be tougher. And that's why people talk about political years and non-political years. In Q3, political revenues at our stations were $3 million compared to $13 million in 3Q '12. Political revenues continued into the fourth quarter of '12 through the November elections. But again to make -- reiterate the point, pacings really can change quickly. But just the radio stations, we're currently pacing down about 1%. But if you exclude political, we're pacing up 6%. And looking at CCM&E as a whole, which includes traffic, as a reminder, which includes and premier, we're pacing about flat. And again if you exclude political, we're pacing up about 5%. So political, in summary, I'd say political is definitely an impact. You can tell by the numbers. But the sales teams are working extremely hard to fill that gap. So that's really kind of a picture of how we think about CCME.

Great. And then turning to the outdoor side. Revenue came in better than expected, I think, both in the Americas and International. And I'm just -- I'm curious about the Americas, you're pacing down 5%, and you ended down 1%. So where did the acceleration in the quarter come from?

Really -- again, it came -- it really kind of came across-the-board. We had strong growth -- we just had strong growth across-the-board. And even when you exclude the loss of the digital billboards in L.A., which obviously we're working hard with the city on the long-term legislative solution to bring back, but it's going to be a lengthy process. But it was just, I think I gave the categories upfront that we added revenue to, really pretty broad-based, particularly in local, we had strong local during the quarter.

Excluding L.A., would it be fair to say you may have been up like 3% or 4% in the quarter?

I'm not going to -- I'm not going to comment on that but, as a reminder, we do have 77 digital billboards that are now turned off, and we're looking forward to resolving that again just working with the city and the industry on the long-term solution. But we do have a great -- just to remind everybody, just for a second, we do have a great L.A. presence outside of the 77 digital billboards. We've got 2,000 traditional bolt-ins and posters in the city of Los Angeles. We have another 2,800 in L.A. County. We've got another 3,200 in the L.A. DMA. So we are big in L.A. But yes, excluding the digital, we were up strong.

And our next question comes from the line of Jessica Reif Cohen with Bank of America Merrill Lynch.

Can you give us an update on the Nielsen [indiscernible] plan for radio measurement? What's in the pipeline and when might it become?

Great. Good question. It's interesting, I don't know if everybody -- I don't know. Over the last couple of weeks, Nielsen released their earnings and I was kind of reading through a bunch of stuff obviously as I got ready for this call in the last couple of days and just in the general nature of the business. And Calhoun had a quote that I pulled out and I think he said it better than I can, Dave Calhoun, I'm sorry, who's the CEO of Nielsen. And what he said, and I'm quoting him now is, "The big opportunity with respect to radio is really ROI, is to demonstrate that radio is more effective than the world thinks it is." And he said that, again, quoting him, "Radio can be a bit of a forgotten medium relative to digital TV, but the radio is a more vibrant medium than the way the world perceives it." Now obviously we agree with all that. He then added that Nielsen's job is to go out and demonstrate with what kind of -- with retailers, what kind of impact radio has on the consumers. And then with this data, we can begin to educate advertisers as to what the impact is so they can include in their media mix models and other forms of resource allocation models that they do. And the really important thing to understand in all that is, one, is at the top the house [ph] in Nielsen, they believe that radio is a misunderstood medium and then, two, is that Nielsen's in the middle of the media mix modeling world. There's been a lot of press on media mix modeling, especially recently. So they understand exactly how radio gets factored into the mix models for advertisers. And as Calhoun said, it's not as well represented as it should be. And Nielsen's job is to now develop metrics that will shed light on what that -- and then ultimately, let it play out in the mix modeling and resource allocation decisions that advertisers make. So again, bunch of words, bunch of quotes, but it's quotes not from us but from third-party that's going to be driving this.

Great. And then can you give us an update in your view -- well, give us your views on how you think the launch of iTunes Radio and maybe Pandora as well are impacting your business, if at all?

Sure. I covered a bunch of stuff in my opening remarks of Pandora, so let me just -- let me first state categorically starting out that we have not seen any impact on local ad sales from any digital service, whether it's Pandora, iTunes Radio. And again, I just want to take a second just maybe to reiterate a couple of points I made upfront, is, first and foremost, these guys are not radio. They're a convenient way to make a play list, which is a great service for the consumers, but can't overemphasize -- it's not even close to being real radio and we -- and look, we believe in playlists. We call that custom radio, when you hear Bob Arai [ph] talking about custom radio. And custom radio is a feature. But again, I think as evidenced by a lot of numbers you guys see -- all see out there too that we see, it's not a freestanding service. And we have custom radio in iHeart. We've got something called curate -- it's a curate service called Perfect For, F-O-R, stations. And remember, iTunes offers custom radio as an add-on to their iTunes download service. Spotter [ph] for us is custom radio as an add-on to their subscription service. But these are not, again, stand-alone services. And the other thing I think just to remind everybody that we -- just take Pandora for a second, being the biggest of these services, with all of their stations combined in the market, it is yet to penetrate even the top 10 in New York City. Can't overemphasize that. And then you take a Clear Channel station like WLTW has the #1 reach of 54% in New York compared to Pandora at under 18%. And lastly, I'll also mention, we do have 3,000 sellers across the country. We've had 3,000 sellers for a long time. We continue to add to that as I highlighted right upfront in my remarks. And we think that anybody that's willing to build an infrastructure like that, it's really, really, really hard. You build it from the bottoms up, and the sales lead time and process time to drive revenue locally is long lead times to do it. We've been doing it for a long time and I think we understand it better than anybody else. And finally, just one stat on iHeart, I did mention in the press release 39 million users at the end of the quarter. Just a quick update, we've actually passed 40 million by the end of October. So that's just -- it was 39 million at the end of the quarter, we're now over 40 million. So we continue to see very strong growth. Anyway, I hope that answers your question.

Yes. I'm sorry to make you repeat some of that. And then, again, if you said this already, I'm really sorry, but on L.A., what is the timing of getting through, like, a resolution on the digital billboards?

Look, we're working with the industry and the city on a long-term solution. It's just -- it's a lengthy process, and so I'm not going to comment specifically on the timing. But I am going to say it's a lengthy process. And in the meantime I think I gave some stats before. We got gigantic position in L.A. away from the 77 digital billboards that are now turned off. If you add up like I -- just quickly again in the city of L.A., we've got 2,000 traditional bolt-in billboards. L.A. County we've got another 2,800 I just previously mentioned. And in the greater DMA, Orange County, San Bernardino, Riverside, Ventura, we've got, another 3,200. So we've got a big presence. But having said that, we're working hard to get the digital billboards back up.

Our next question comes from the line of Jason Kim with Goldman Sachs.

I have 2 questions. The first question is on margins. You spent the past couple of years managing costs but also investing in growth areas like iHeartRadio and, historically, I think the radio business had around close to 80% income margin -- incremental margin profile. Is that type of operating leverage still achievable for this business and especially given some of the more recent deals you been making with publisher to share more revenues? And on the related note, how do you feel about the overall business infrastructure right now, whether it's technology-wise or iHeart or national sales force? Is there room for incremental investments in those areas with next year? Or is bulk of investments behind us?

I got guess a couple of things. First, on -- I absolutely believe on the margin point that we clearly do have and will get back to the margins we lapped [ph]. Remember, in this quarter and this year in particular, and again just to go back to focus back of the quarter, we had a couple of unusual things. We've got executive charges or severance charges for executives that are no longer with us. We do have some overall legal cost just in terms of the [indiscernible] business that are larger than we've had in the past. And we are making overall investments in the business. And these investments are important right now and I think you see even in terms of our revenue performance, compared to how we've done. Pretty much, I think, to the industry out there, we continue to outperform. And so we've made these investments. We're going to continue to make these investments as we go forward to build the company for long-term value. But what you don't see right now is you're not seeing the benefit yet. You're starting to see the benefit of all those revenue initiatives and we don't break out individual numbers, but we're trying to give you some sense of the impact that we are having when we talk about 2.3 billion social impressions, bigger than the halftime in the Super Bowl, double last year's numbers at iHeart. We're going to continue to try and give you indicative data that we're making progress out there.

Okay, great. And just one question on your balance sheet. You've done a lot in terms of pushing on maturities this year, and as you sit here today, in [indiscernible] group in near-term maturity, that can do [ph] 3 buckets for 2014 and '15 legacy notes which are small but they do come due earliest. And then the remaining term loan B, which is still just over $3 billion outstanding, and then in 2016 stub [ph] LBO notes, which come due after the term loan but obviously the risk profile is a little different for those notes compared to bank debt. So as we head into 2014, the market's feeling pretty strong right now. Can you talk about how you prioritize, addressing these 3 different buckets of debt maturities?

Sure, Jason. It's Brian. I like your 3-bucket analogy. I kind of use that internally as well. It really goes to, I think, how we view each of these first and then kind of talk a little bit about the strength of the market. I think our senior secured debt, the bank debt that's due in 2016 is imminently refinance-able. I think, when we did the $5 billion extension earlier in the year, there's a significant amount of oversubscription that we did not include in that deal. So I think a lot of what's left can be extended or exchanged into PGNs. And then I think any remaining amount can be refinanced through the issuance of cash PGNs. So I think the real focus is on the legacy note maturities and then the second bucket, the LBO notes. The LBO notes, we also were very successful at extending out approximately half of those earlier this year. So I think there is interest in that investor group. I think largely, as you've noted in your own writeups, we're generally aligned with our investor base. And so while we may not be able to extend all the LBO notes, I think that there's an opportunity to refinance some of those as well. The legacy notes are smaller but they -- the inside notes at least mature over the next couple of years and that is one where I think that we need to continue to do things that increase our liquidity buffers. And we talked about that, growing -- Richard talked about growing cash flow and EBITDA. You've seen us dispose of some non-core assets to generate liquidity. We've raised a liquidity facility at Outdoor. So we continue to do things to bolster liquidity, to increase that liquidity buffer and be prepared to repay those notes with cash at maturity. That's not to say that's the only solution. We look at the markets, the markets are strong. If there's an opportunity to push those out at an acceptable economic trade-off or to refinance them in an economic trade-off, we'd also look to do that. I think one of the big differences between where we've been in the past, where we've kind of attacked these different types of debt discreetly is that there's so little left, really. The runway and then -- it's funny, $3 billion is a little. But compared to where we were, it is. There's really so little left to attack. We may be looking at something that they're all related to each other. So that's what we have to think about. The markets are there. We're aware that the markets are very strong. That creates new opportunities, it makes existing opportunities more attractive. Whether it's -- our continued strategy of chipping away or something more comprehensive, we'll continue to look at it. And if it's right and it makes sense, then the company's been pretty aggressive at pursuing those opportunities.

Your next question comes from the line of Avi Steiner with JPMorgan. Avi Steiner - JP Morgan Chase & Co, Research Division: Rich, I want to take the margin question in little bit of a different direction because you've made some big hires and done the things you've discussed, in previous answers. But is there a sense of getting or sense you can give us of time frame to achieve some real revenue growth off the back of some of these investments? Is it 1 year out, 2 years out? How do we think about that?

Well, Avi, a couple of things. I'm not going to give you a specific time frame on that, but let me mention a couple of different things. One is, on the cost side, I just want to make sure -- I wanted to add one additional point to Jason's and your question, and I think even the theme, a bunch of people's questions is -- and again, those of you that know me historically, I am a ROI guy, return on invested capital. Whether it's capital or expense, to me that's just an accounting thing, it's cash out the door. I will tell you and promise you every investment and that investments include people looking at on a 4-wall basis, on a P&L basis, all the investments I'm looking are -- look at them on cash-on-cash do not assume residual value when I'm evaluating investments and looking at rates of return and hurdle rates backward [ph]. So I assure you that we are focused on expenses and driving flow-through and driving margin. And in terms of the revenue side of your thing, we are seeing investments starting to pay off. You saw our -- again, if you just look at our numbers, I tried to give you some numbers. You have the events numbers, don't break them out separately, but I'm just telling you, they're very strong and I tried to give you some indicative operating metrics. Again national sales, you look at the numbers, I have said x political also very strong. You add the political year and the same thing in terms of my comments on digital. So you're going to continue to see improvement as you go into 2014. I think you'll see strong improvement to your question in '14, but I can't tell you that's going to be all the improvement there. Avi Steiner - JP Morgan Chase & Co, Research Division: Okay. And then back to the balance sheet and I don't know, Brian, if you want to take this one. But to be direct here, would you consider using some amount of cash, small amount of cash perhaps to help in pushing out some of these front-end maturities?

Sure, I'll be happy to give Rich a break. Sure, I think we look at all opportunities. I think we've also expressed our sensitivity in using liquidity and so it would have to be the right balance of things to look at and review. But sure, I think we'd look at whatever combination made the most sense. Avi Steiner - JP Morgan Chase & Co, Research Division: Okay. And then just on the Outdoor revolver. Is this new and designed to free up liquidity at Outdoor or is it something that can potentially be bore [ph] against with cash sent up to parent. And if it's the latter, are there any prescribed uses of the cash? I know it's a small facility, but I just want to make sure I understand it.

Yes, it's the former, it's the first part. It provides liquidity Outdoor in 2 ways. One, it's is available for draws to the extent needed by operation. But secondly, and it's a process we've already put in place, and Rich alluded it to in his opening remarks, is Outdoor had a cash incurred letter of credit facility, and letters of credit are important to the business. And so by putting this in place, we're able to migrate those letters of credit into the bilateral program under the revolver and free up cash security at Outdoor. The decision to move money out of Outdoor and up to the parent is a separate and discrete decision and is not part of the revolver as it stands today. Avi Steiner - JP Morgan Chase & Co, Research Division: Okay. And then on the 14% notes that you own, can you just remind us on the registration timing on that? And is there any further thought perhaps to either using that as a liquidity lever through an outright sale or using it as exchange currency? And I have one more, and I promise I'm done.

Yes, so it is currency and it's something that we have in our back pocket now that -- the trading levels, even though they've improved, are still not particularly attractive. But it is something that we have and have available to us. I think the public-extended LBO notes need to be registered by mid-January, so we probably need to be up and moving through December. I think that makes it easier to the extent that we wanted to monetize that currency, the notes that are held by FinCo [ph] in that we could sell those and then they could participate in the registration program along with the public notes that are out there. And then also the fungibility issue, which the timing kind of is around the same time. So I think you have a 6-month window and there are certain calculations you have to go through. However, even if the public notes are registered, it doesn't mean we can't sell those notes, and we certainly could register them at a later point in time. The fungibility test would be a little different. But where they're trading today, they would still be fungible post-registration. So I think to answer your question, it's easier if we do it prior to the public notes being registered, but they remain at currency. And it's a little more administrative work and maybe a little more of an explanation. But we think they could be fungible and registered post the registration of the public notes as well. And operator, we have time for one more question.

And that last question will come from the line of Lance Vitanza with CRT Capital Group.

I'm going to start quickly with a housekeeping item or 2. I heard the International Outdoors pacing and the Media and Entertainment, but I didn't hear the Outdoor Americas pacing. Can I get that?

Sure. So on Outdoors America right now, we're pacing down about 3% to 4%.

Okay. And the $8 million of executive transition and $11 million of the legal and other charges, should I allocate that evenly between Media and Entertainment and Outdoor? Or some of that's specific to one segment or another?

It's just all -- it's hard to think about how to allocate that. I would just say it's all -- just think about all at corporate.

Got you. And then moving on from the housekeeping. So I'm hearing anecdotally that the developed markets in Europe have really turned it around. Are you sensing that as well? And I guess I'm wondering, you're still reporting some lingering weakness. Is it possible that that's share-related or is this just the typical lag for Outdoor as opposed to some other media?

Well, first of all, I'm not sure -- the word, the exact word you use that really turned around. I'm not sure [indiscernible] would be the adjective I would use. What I'd say is, look, we saw some nice strength in places like the U.K. and Australia and Norway and even France, which was not great year-over-year. We actually had a couple good weeks, I think, and within the quarter within France. So that's really what you're seeing kind of reflected in the numbers. But honestly, at the same point in time, there's still pressure. That's why International is pacing down 1, as I said earlier, and it's still tough out there. And the economies -- I think any of you that follow businesses in the "developed markets," and particularly in western Europe, I'd be surprised if you hear much else because I think what I'm saying kind of echoes what I hear in the other boards that I'm on also between [ph] advertisers in consumer-dependent businesses.

The Warner music deal, can you talk a little bit about that? Is the comparable in terms of the economics, just some of the deals that you did with smaller studios? And should I be thinking about that as essentially you give up a percentage of the revenue on terrestrial to get away from paper play and digital?

Well, look, I'm not going to go into any of the details of the deal because, as I'm sure you respect and appreciate, we've got confidentiality. But look, it's a great strategic and economic benefits for both of us, for both us and for WMG. What it really does is, just as a reminder, contractually defines one of our most strategic relationships and takes it from something that has been traditionally been operating on an ad hoc basis to make it a true partnership that now will become more predictable, so we can do a better job of running our business and at the same time allows us to really drive digital growth, break new music and create new marketing opportunities for established artists that are out there. So like I said, it's off to a great start and it builds on the success that we've already established with the independents on places with labels such like Big Machine and Glassnote, and we've got over 20 of those to date as a reminder, plus we also have a deal with Fleetwood Mac. So I think if you ask them, which is always the best test, they'll tell you that the direct licensing agreements we have with them have been great for their artists, their business and for their fans.

My last question involves the promotional activity that you have going on with the CW Network. Could you just discuss how you found them to be as a partner? And do you expect that, that will continue or do you think there is an opportunity with some of the big 4 networks and how do you think about that going forward?

Well, they have been a great partner, quite frankly. And again, if you go back to what I said in the opening remarks, the number of shows we have on the air with them is significant. I think in total we have about, not all with them but we have 17 broadcast shows in total. But we really are, they've been great partners, but look, at the end of the day, this is about driving results and driving revenue for our company. But right now, I'd say there's no reason to tell you about anything but a great partner. And we're going to explore. We're economic animals at the end of the day, and we're going to explore opportunities that are out there, and you're going to see us do a lot more in the TV space as you go forward, which is all part of taking advantage of this platform we have. And you're going to see us do a lot more events out there. And again, the last thing also -- and I know we've got to go. But I just do -- as you guys think about the potential opportunity here and value in future revenue streams, I couldn't help but think about when I watched earlier this morning The TODAY Show on the lead story like about Twitter and you talk about people raving about the reach of 230 million people, just as a reminder, our reach is 243 million people a month. So every time all the stuff I'm reading about social, we have the original social medium, and we had -- and we've got mobile. The radio is the original social medium and that's demonstrated by -- that's how we got 2.3 billion social impressions at the iHeart Festival weekend. We didn't get it by accident. We got it because radio is social and that it led to those impressions. Thank you, everyone.

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