Ladies and gentlemen, thank you for standing by and welcome to the Clear Channel Third Quarter Earnings Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question and answer session. (Operator Instructions) And as a reminder this call is being recorded. I would now like to turn the conference over to Senior Vice President of 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 of the CC Media Holdings, Clear Channel Communications, and Clear Channel Outdoor Holdings. For purposes of this call when we describe the financial and operating performance of CC Media Holdings that also describes the performance of its subsidiary, Clear Channel Communications. After an introduction and a review of the quarter, we’ll open up the line for questions. Before we begin, I’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 but the 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 of you not familiar with pacing data, it reflects revenues booked at a specific date versus the comparable date in the prior period and may or may not reflect the actual revenue growth 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 facts of movements in foreign exchange rates from pacing. During today’s call, we will provide certain performance measures that do not conform to Generally Accepted Accounting Principles. We provided schedules that reconciled 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 Investor Section of our website clearchannel.com and clearchanneloutdoor.com. Please note that our two earning releases provided detailed breakdown of all foreign exchange and noncash compensation expense items as well as segment revenues and OIBDAN for the quarter and nine 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 will now turn the call over to Rich Bressler.

Thanks Greg, good morning everybody. As you know, as I have been working with Clear Channel as a board member for some time. But I have only been in my new position for three months which made us 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 new hires like Tim Spengler, who comes from Magna Global and with the Public Group and he is now our 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, we are just starting to increase their sale presence. We continue to invest in and grow on national and local sales platforms and radio because we’re increasingly excited about what we can do to help advertisers. This is also true with Outdoor where we just hired Walker Jacobs from Time Warner’s TBS to lead our revenue efforts at America Outdoors 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 have also seen big changes in all products, which are key to bringing new advertising opportunities to…

(Operator Instructions). Our first question comes from the line of Marci Ryvicker with Wells Fargo. Go ahead.

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?

I have got to say starting out and those of you know me from my time [indiscernible] 24:24 I do hate giving out pacing, so that would be like 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 are global, weakened weather a lot of things as evidenced by the results talking about 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 comps of third quarter were just fairly tough as a result the political specialty media (Ph) and the fourth quarter is even going to be tougher. And that's why people talk about political yields and non-political yields. In Q3 political revenues at our station was $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 you realize the point pacing really can change quickly. Radio stations; we're currently pacing down about 1%, but if you exclude political, we are pacing up 6 and looking at CC M&A as a whole, as a reminder which includes traffic in premier in about flat and again if you exclude political pacing out, 5%. So political, in summary I would say political is definitely an impact as 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 that CC M&A.

And then turning to the outdoor side, revenue came in better than expected both in the Americas and international, I’m curious about the Americas you are pacing down 5%, and you ended down 1%. So where did the acceleration in the quarter come from?

It really kind of came across the Board. We just had strong growth across the board and even when you exclude the loss of the Digital Billboards in LA, which obviously we're working hard with the city and a long term legislate solution to bring back but it's going to be a lengthy process. But as I think I gave the categories upfront that we had revenue too. Really pretty broad-based, particularly in local, we had strong local during the quarter.

Excluding LA would it be fair to see that you may have been up like 3% or 4% in the quarter?

I am not going to, you know, 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 a long-term solution. But we do have a great, just remind if we try just for a second, we do have a great LA presence outside of this 77 digital billboards with the 2,000 traditional bulletins and posters, in the city of Los Angeles we have another 2,800 in LA County, we have got another 3,200 in the LA DNA, so we are big in LA. But 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 just give us an update on the Neilson Arbitron point for radio measurement? What's in the pipeline and when might it come?

So since the -- I don’t know if everybody, I don’t know over the last couple of weeks, Neilson 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 am sorry; he's the CEO of Neilson. And what he said and I am quoting him now, it’s a 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 and TV but radio is more vibrant medium than the way the world perceives it”. Now obviously we agree with all that, he then added that Neilson's job is to demonstrate with what kind of, with retailers what kind of impact radio has on the consumers? And then they can with this 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 at it started to talk about Nielsen, they believe that radio is a misunderstood medium, and then two is The Nielsen in the middle of the media mix modeling world and there has been a lot of press on media mix modeling specially recently, so they understand exactly how radio gets factored into the mix models for advertisers and as Kalvin (ph) said it’s not as well as represented as it should be and Nielsen’s job is to now develop metric that would shed light why that and then ultimately what to play out in the mix modeling and resource allocation decision that advertisers make, so again, bunch of words bunch of quotes, but its quotes from us but from third party that’s can be driving this.

And then can you give us views on, how do think the launch of iTunes Radio and Pandora as well are impacting your business, is it all?

Sure, I have covered a bunch of that in my opening remarks of Pandora, but let me first say categorically starting out that we have not seen any impact on local ad sales from any digital service whether its Pandora, iTunes Radio, and again I just want to take a second just may reiterate a couple of points I made upfront is, first and foremost, these guys are non-radio, there are convenient way to make a playlist which is a great service for the consumers, but can’t over emphasize its not even close to being real radio and what we believe in playlist we call that custom radio you hear Bob or I talking about custom radio, and custom radio it’s a feature, but again I think as evidenced by lot of numbers you guys see out there too and it’s not a free sending service, and we have custom radio in iHeart. We got something core accurate service called Perfect For stations and remember iTunes offers custom radio as an add on to their iTunes download service part of our is custom radios and add on to their subscription service, but these are not again standalone services. And the other thing I think just to remind everybody, let’s take Pandora for a second, these are biggest of these services with all of their stations combined on the market it is yet to penetrate even the top ten in New York City can’t over emphasize that and then you take a Clear Channel station like WLTW has the number one reach of 54% in New York compared to Pandora at under 18%. Lastly, I will also mention, we do have 3000 sellers across the country. We have had 3000 sellers for a long time we continue to add to that as I highlighted right upfront in my remark, and we think that anybody that’s willing to build the infrastructure like that it’s 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 have been doing it for long time and I think we understand it better than anybody else and finally just one set on iHeart, I did mention in the press release 30 million usage at the end of the quarter, just a quick update, we have actually crossed 40 million by the end of October, so that’s to this 39 at the end of quarter, we’re now over 40 probably continue to see very strong growth anyway, it’s a good question.

I'm sorry to make you repeat some of that -- and then again as you said on LA, what is the timing of getting into resolution of the digital billboard?

Look, if you know we’re working with the industry and it’s really on a long term solution. It’s a lengthy process and so I’m not going to comment specifically on the timing but I am going say it’s a lengthy process and in the meantime I think I gave some stats before, you know, we have got gigantic position in LA away from the 77 digital billboard that are now turned off. Like just quickly again in the City of LA, we have got 2000 traditional billboard, LA Country we have got another 2800 I guess previously mentioned, and the greater our DNA, you know Orange County, St. Bernardino, Riverside, Ventura, we have got another 3200. So we have got a big presence but having said that we’re working hard to get the digital billboards back up.

Great, thank you.

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

I have two questions and the first question is on margins. You’ve spent the past couple of years in managing cost but also investing in growth areas like iHeartRadio and historically I think a radio business had around close to 80% incremental margin profile, is that type of operating leverage still achievable for this business and specially given some of the more recent deals even making with public to share more revenue, and on the related note, how do you feel about overall business infrastructure right now whether it’s technology wise for iHeart or national sales force, is there room for increment investments in those areas over the next years or it is bulk of the investment behind this?

I get the couple of things, first on you know I absolutely believe on the margin point that we clearly do have and will get back to the margins -- in this quarter and this year particular and again just to go back to focus back on the quarter we had a couple of unusual things, we’ve got executive charges or severance charges for executive that are no longer with us. We do have some overall legal course just in terms of business that are larger 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. 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 those revenues initiatives and we don’t breakout 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 big in the half time and Super Bowl double last year’s numbers, we’re going to continue to try and give you indicative data that we’re making progress out there.

Okay, great. Just one question on the balance sheet you’ve done a lot in terms of pushing on maturities this year and as you stated here today and what group your future maturity that can do three buckets to 2014 and 2015 legacy notes which are small but they do come to you earliest and then the remaining Term Loan B which is just over 3 billion outstanding and then in 2016 stock ABL notes which come to you after the term loan but obviously the risk profile as little bit different for those notes compared to bank. So, as we had into 2014 the markets feeling pretty strong right now can you talk about how you prioritize addressing these through different buckets of the maturities.

I like your three 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 strengths of the market. Like our senior secure debt the bank it’s doing 2016 as immediately financeable when we get the $5 billion the extension earlier in the year there is a significant amount of over subscription that we did not include in that deal. So, I think a lot of what’s left can be extended or exchanged in the PGM and I think the remaining amount could be refinanced through the assurance of cash PGM. So, I think the real focus is on the legacy note maturity even in the second bucket ABL notes. ABL notes we also were very successful expanding proximately half of those earlier this year. So, I think there is interest in that investor growth I think largely as you’ve noted in your own right ups we’re generally ’09 with our investor base and while we may not be able to extend all ABL notes I think that there is an opportunity to refinance some of those as well. The legacy notes are smaller but the inside notes that at least mature over the next couple of years and that is one what I think that we need to continue to do things that increase our offers and that growing, we talked about growing Richard talked about growing cash flow and EBITDA you’ve seen us disclose from noncore assets to generate liquidity we raised our liquidity facility at outdoor. So, we continue to do things to bolster liquidity, to increase our liquidity and be prepared to repay those notes with cash and maturity let not just say that’s the only solution, we look at the markets, the markets are strong, if there is an opportunity to push those out and at a acceptable economic trade off or refinance them on acceptable 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 or we’ve kind of attack these different types debt discreetly is that there is so little left really the one way and then its 3 billion or little but compared to where we were it is, there is only so little left to the cash, we may be looking at something that they are all related to each other and so that’s what we have to think about, the markets are there, we’re aware different markets are very strong that creates new opportunities, to make existing opportunities more attractive whether it’s our continued strategy of shipping away or something more comprehensive, we’ll continue to look at it and if its right and it make sense then the company is been pretty aggressive in pursuing those opportunities.

Our next question comes from the line of Avi Steiner of JPMorgan. Please go ahead.

Richard, I want to take the margin question in a little bit of different direction because you made some higher and some of things you’ve discussed in previous answers but is there sense of getting or sense you can give us of timeframe to achieve some real revenue growth of the back of some of these investments is it one year out or two year out. How do we think about that?

I’m not going to give a specific timeframe on that but let me mention the couple of different things, one is on the cost side, I just want to make sure one additional point to Jason in your question I think everything is seen about bunch of group of questions and again those of you who had known me historically IMA ROII return on invested capital, whether its capital or expense. To me that’s just an accounting pervious cash outdoor I will tell you and promise you every investment and that investments include people looking at on a forward basis on a P&L basis all the investments I am looking at we’ll look at them on cash on cash do not assume the visual value and then the valuating investments and looking at rate of return and hurdle rates back there. So I assure you that we are focused on expenses and driving flow through and driving margin. In terms of the revenue side, we are seeing investments starting to pay off? We are going to be just look at our numbers and try to give you some numbers the bench numbers separately but I’m just telling they are very strong and I try to give you some indicative operating metrics. Again national sales you look and say that’s political also very strong compared to political year and the same in terms of my comments on digital. So you’re going to continue to see improvement as you go into 2014 I think this is strong improvement to your question in ’14 but I can’t say that’s going to be all be improvement there.

And then back to the balance sheet and I don’t know Brian if you want to take this one but just to be a little direct here. Would you consider using some amount of cash small amount of cash perhaps but help in pushing out some of these front end maturities?

Yes, sure I’ll be happy to give you Rich a break. I mean I think we’ll look at all opportunity 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 make the most sense.

And then just on the Outdoor revolver. Is this new in design to free up liquidity at outdoor or is it something that could potentially be board against with cash and 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 two ways one it’s available for draws to the extension we’ve got operations but secondly and it’s a process we’ve already put in place and Rich eluded to it in his open remarks is Outdoor had a cash occurred 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 under 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 revolvers today.

And then on the 14% notes that you own, can you just remind us on the registration timing on that? And then is there any further thought perhaps either using that as a liquidity lever through an outright sale or using it as exchange currency and then one more in probably some time. Thank you.

Yes, so it is currency and it’s something that we have in our back pocket now the trading level even though they’ve improved or still not particularly attractive but it is something that we have and have and have available to us. I think you 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 of the notes that are held by Finco in that we could sell those I mean they could participate in a registration program along with the public notes that are out there. There is also the frangibility issue which the timing kind of is around the same time is going to give a six month window and there are some calculations you have to go through. However, even if the public notes are registered it doesn’t mean we can sell those notes and we certainly could register at a later point in time. The frangibility test will be a little different over the trading today that would still be frangible 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 a currency and it’s a little more administrative work and maybe a little more of an explanation. But we think that could be frangible 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. Please go ahead.

Thanks guys. Just quickly with the housekeeping item or two I heard the international Outdoor is pacing and the media and entertainment but I didn’t hear the Outdoor Americas pacing. Can I get that?

So on Outdoor’s America right now we’re pacing down about 3% to 4%.

Okay, and then 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 that specific to one segment or another?

It’s just all, it’s hard to figure that how to allocate that I would just say total we’re just about all the [copper].

And then moving on from the housekeeping so I am hearing anecdotally that the developed markets in Europe have really turned it around, are you sensing that as well? And I guess I am 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, note sure the word -- that word you used about really turnaround I am not sure -- would be the adjectives I would use. What I would say well we saw nice strength in places like the UK and Australia and Norway and even France which was not great year-over-year we actually couple of good weeks I think and within the quarter within France so that’s really what you are seeing kind of reflect in the numbers. But honestly at the same point in time there is still pressure that is why the cash flow is pacing down one as I said earlier and it is still tough out there in the economies I think these are following businesses in both the developed markets and particularly in parts of Western Europe I would be surprised to hear much else, because I think we are on say kind of echo without healing the other boards that I am on also. We can advertize and contribute in that kind of businesses.

The Warner Music deal can you talk a little bit about that is that comparable in terms of the economics to some of the deals that you did with smaller CDOs or should I be thinking about that as essentially you give up a percentage of the revenues terrestrial to get away from paper play end?

Well look I can’t go into any of the details of the deal because as I am sure I would respect and appreciate we have got confidentiality but look it is a great strategic and economic benefits for both of us for both us and to WMG what it really does is just as a reminder contractually defines one of our most strategic relationships and takes it from something they have been traditionally operate 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. And so -- but like I said it’s off to a great start and it builds on the success that we have already established with the independence with labels such like the Big Machine and Glassnote and we have 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 would tell you that the direct licensing agreements we have with them are doing great for their business and to 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 will continue or do you think there is an opportunity with some of the big four 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 have 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 about 17 broadcast shows in total but we really are they have been great partners but looking at the end of the day this is about driving results and driving revenue and for our company but right now I would say there is no reason to advancing but the way its partnered and we are going to explore we are economic animals at the end of the day and we are going to explore all opportunities that are out there and you are going to see us do a lot more utility space as you go forward which is all part of taking advantage of this platform we have and you are going to see us do a lot more events out there. And again the last thing I would say and I know we have got a go but I just do -- as you guys won’t think about the potentially here and valued future revenue streaks I couldn’t help but think about when I watched I always wanted -- the Today’s 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 a month. So every time we will discuss our meeting about social we have the original social media and we have got mobile the radio is digital social media and that is demonstrated by that is how we got to 23 billion social impressions we are at our best of that weekend we didn’t get it by accident we got it because radio is social and they would have liked those impressions so.

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.