AMFM OPERATING INC - 10-Q Quarterly Report

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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31, 2003 Commission file number 000-22486

AMFM OPERATING INC.
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF
CLEAR CHANNEL COMMUNICATIONS, INC.)

(Exact name of registrant as specified in its charter)

DELAWARE 13-3649750
(State of Incorporation) (I.R.S. Employer Identification No.)

200 EAST BASSE ROAD
SAN ANTONIO, TEXAS 78209
(210) 822-2828

(Address and telephone number
of principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No[ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X]

Indicate the number of shares outstanding of each class of the issuer's
classes of common stock, as of the latest practicable date: As of May 13, 2003,
1,040 shares of common stock of the Registrant's common stock were outstanding.

The registrant meets the conditions set forth in General Instruction
H(1)(a) and (b) of Form 10-Q and is therefore filing this report with the
reduced disclosure format.

TABLE OF CONTENTS

PART I

ITEM 1. UNAUDITED FINANCIAL STATEMENTS

AMFM OPERATING INC. AND SUBSIDIARIES
(an indirect, wholly-owned subsidiary of Clear Channel Communications, Inc.)

CONSOLIDATED BALANCE SHEETS
ASSETS
(In thousands)

See Notes to Consolidated Financial Statements

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AMFM OPERATING INC. AND SUBSIDIARIES
(an indirect, wholly-owned subsidiary of Clear Channel Communications, Inc.)

CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDER'S EQUITY
(In thousands)

See Notes to Consolidated Financial Statements

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AMFM OPERATING INC. AND SUBSIDIARIES
(an indirect, wholly-owned subsidiary of Clear Channel Communications, Inc.)

CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands)

See Notes to Consolidated Financial Statements

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AMFM OPERATING INC. AND SUBSIDIARIES
(an indirect, wholly-owned subsidiary of Clear Channel Communications, Inc.)

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)

See Notes to Consolidated Financial Statements

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AMFM OPERATING INC. AND SUBSIDIARIES
(an indirect, wholly-owned subsidiary of Clear Channel Communications, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Preparation of Interim Financial Statements

AMFM Operating Inc. (the "Company"), together with its subsidiaries, is an
indirect, wholly-owned subsidiary of Clear Channel Communications, Inc. ("Clear
Channel"), a diversified media company with operations in radio broadcasting,
outdoor advertising and live entertainment.

The consolidated financial statements have been prepared by the Company pursuant
to the rules and regulations of the Securities and Exchange Commission ("SEC")
and, in the opinion of management, include all adjustments (consisting of normal
recurring accruals and adjustments necessary for adoption of new accounting
standards) necessary to present fairly the results of the interim periods shown.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such SEC rules and regulations.
Management believes that the disclosures made are adequate to make the
information presented not misleading. Due to seasonality and other factors, the
results for the interim periods are not necessarily indicative of results for
the full year. The financial statements contained herein should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's 2002 Annual Report on Form 10-K.

The consolidated financial statements include the accounts of the Company and
its subsidiaries, the majority of which are wholly-owned. All significant
intercompany transactions are eliminated in the consolidation process. Certain
reclassifications have been made to the 2002 consolidated financial statements
to conform to the 2003 presentation.

Stock-Based Compensation

The Company accounts for its stock-based award plans in accordance with
Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued
to Employees, and related interpretations, under which compensation expense is
recorded to the extent that the market price on the grant date of the underlying
stock exceeds the exercise price. The required pro forma net income as if the
stock-based awards had been accounted for using the provisions of SFAS 123,
Accounting for Stock-Based Compensation are as follows:

The fair value for these options was estimated at the date of grant using a
Black-Scholes option-pricing model with the following assumptions for 2003 and
2002:

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Recent Accounting Pronouncements

On January 1, 2003, the Company adopted Statement of Financial Accounting
Standards No. 143, Accounting for Asset Retirement Obligations ("Statement
143"). Statement 143 applies to legal obligations associated with the retirement
of long-lived assets that result from acquisition, construction, development
and/or the normal operation of a long-lived asset. Adoption of this statement
did not materially impact the Company's financial position or results of
operations.

On January 1, 2003, the Company adopted Statement of Financial Accounting
Standards No. 146, Accounting for Costs Associated with Exit or Disposal
Activities ("Statement 146"). Statement 146 addresses the accounting and
reporting for costs associated with exit or disposal activities and nullifies
Emerging Issues Task Force ("EITF") Issue No. 94-3, "Liability Recognition for
Certain Employee Terminations Benefits and Other Costs to Exit an Activity." It
also substantially nullifies EITF Issue No. 88-10, "Costs Associated with Lease
Modification or Termination." Adoption of this statement did not materially
impact the Company's financial position or results of operations.

On January 1, 2003, the Company adopted Financial Accounting Standards Board
Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others ("the
Interpretation"). The Interpretation applies to contracts or indemnification
agreements that contingently require the guarantor to make payments to the
guaranteed party based on changes in an underlying that is related to an asset,
liability, or an equity security of the guaranteed party. The Interpretation's
disclosure requirements were effective for financial statements of interim or
annual periods ending after December 15, 2002. The Interpretation's initial
recognition and initial measurement provisions were applicable on a prospective
basis to guarantees issued or modified after December 31, 2002, irrespective of
the guarantor's fiscal year-end. The Company adopted the disclosure requirements
of this Interpretation for its 2002 annual report. Adoption of the initial
recognition and initial measurement requirements of the Interpretation did not
materially impact the Company's financial position or results of operations.

Note 2: INTANGIBLE ASSETS AND GOODWILL

Definite-lived Intangibles

The Company's definite-lived intangibles consist of representation contracts for
non-affiliated television and radio stations. These agreements are amortized
over their respective lives.

Total amortization expense from representation contracts for the three months
ended March 31, 2003 and for the year ended December 31, 2002 was $5.7 million
and $19.9 million, respectively. The gross carrying value of the contracts at
March 31, 2003 was $201.5 million and accumulated amortization was $44.2
million. The gross carrying value of the contracts at December 31, 2002 was
$198.5 million and accumulated amortization was $38.5 million. The following
table presents the Company's estimate of amortization expense for each of the
five succeeding fiscal years for definite-lived intangible assets:

Indefinite-lived Intangibles

Under the guidance in Statement of Financial Accounting Standards No. 142,
Goodwill and Other Intangible Assets ("Statement 142"), the Company's FCC
licenses are considered indefinite-lived intangibles. These assets are not
subject to amortization, but will be tested for impairment at least annually.

In accordance with Statement 142, the Company tested these indefinite-lived
intangible assets for impairment as of January 1, 2002 by comparing their fair
value to their carrying value at that date. The Company recognized impairment on
FCC licenses of approximately $5.5 billion, net of tax of $3.4 billion, recorded
as a component of the cumulative effect of a change in accounting principle
during the three months ended March 31, 2002. The Company

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used the income approach to value FCC licenses, which involved estimating
expected future cash flows from the licenses, discounted to their present value
using a risk-adjusted discount rate. Terminal values were also estimated and
discounted to their present value. In estimating future cash flows at January 1,
2002, the Company took into account the economic slowdown in the radio industry
at the end of 2001, coupled with the economic impact of the events of September
11th.

Goodwill

Statement 142 requires the Company to test goodwill for impairment using a
two-step process. The first step is a screen for potential impairment, while the
second step measures the amount of impairment. The Company completed the
two-step impairment test during the first quarter of 2002. As a result of this
test, the Company recognized an impairment of approximately $3.9 billion as a
component of the cumulative effect of a change in accounting principle during
the three months ended March 31, 2002. Consistent with the Company's approach to
fair value FCC licenses, the income approach was used to determine the fair
value of the Company's reporting unit. Throughout 2001, unfavorable economic
conditions persisted in the industries that the Company serves, which caused its
customers to reduce the number of advertising dollars spent on the Company's
media inventory as compared to prior periods. These conditions adversely
impacted the cash flow projections used to determine the fair value of the
Company's reporting unit, resulting in a write-off of a portion of goodwill.

There was no change in the Company's goodwill balance from December 31, 2002 to
March 31, 2003.

Note 3: RESTRUCTURING

The Company has recorded a liability in purchase accounting from its merger with
Clear Channel in 2000 ("AMFM Merger"), that relates to severance for terminated
employees and lease terminations as follows:

The remaining severance and lease accrual is comprised of $21.0 million of
severance and $7.5 million of lease termination. The severance accrual will be
paid over the next several years. The lease termination accrual will be paid
over the next four years. During the first quarter of 2003, $.6 million was paid
and charged to the restructuring accrual related to severance. As the Company
made adjustments to finalize the purchase price allocation related to the AMFM
Merger during 2001, any potential excess reserves will be recorded as an
adjustment to the purchase price.

Note 4: CLEAR CHANNEL PROMISSORY NOTE AND LONG-TERM DEBT

Long-term debt consists of the following:

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(a) Includes $18.9 million and $44.6 million as of March 31, 2003 and December
31, 2002, respectively, in unamortized fair value purchase accounting
adjustments related to the merger with Clear Channel. The fair value of the
Company's long-term debt was $758.6 million and $1.2 billion at March 31, 2003
and December 31, 2002, respectively.

Clear Channel Promissory Note

The promissory note bears interest at 7% per annum. Accrued interest plus the
note balance is payable on August 30, 2010 or upon demand. The Company is
entitled to borrow additional funds and to repay outstanding borrowings, subject
to the terms of the promissory note. Clear Channel currently has no intention of
demanding payment on this note prior to its maturity.

On February 10, 2003, Clear Channel called all of the Company's outstanding
8.125% senior subordinated notes due 2007 for $379.2 million plus accrued
interest. On February 18, 2003, Clear Channel called all of the Company's
outstanding 8.75% senior subordinated notes due 2007 for $193.4 million plus
accrued interest. The Company financed the redemption of the notes through
borrowings on the Clear Channel promissory note. As a result of the redemption,
a gain on the early extinguishment of debt of $1.6 million was recorded during
the three months ended March 31, 2003 in Other income (expense) - net.

8% Senior Notes

On November 17, 1998, the Company issued $750.0 million aggregate principal
amount of 8% senior notes due 2008 (the "8% senior notes"). Interest on the 8%
senior notes is payable semiannually, commencing on May 1, 1999. The 8% senior
notes mature on November 1, 2008 and are redeemable, in whole or in part, at the
option of the Company at a redemption price equal to 100% plus the applicable
premium (as defined in the indenture governing the 8% senior notes) plus accrued
and unpaid interest.

Upon the occurrence of a change in control (as defined in the indenture
governing the 8.0% senior notes), the holders of the notes have the right to
require the Company to repurchase all or any part of the notes at a purchase
price equal to 101% plus accrued and unpaid interest.

Other

The 8% senior notes are senior unsecured obligations of the Company and rank
equal in right of payment to the obligations of the Company and all other
indebtedness of the Company not expressly subordinated to the 8% senior notes.
The 8% senior notes are fully and unconditionally guaranteed, on a joint and
several basis, by all of the Company's direct and indirect subsidiaries.

The Company's 8% senior notes contain customary restrictive covenants, which,
among other things and with certain exceptions, limit the ability of the Company
to incur additional indebtedness and liens in connection therewith, enter into
certain transactions with affiliates, pay dividends, consolidate, merge or
effect certain asset sales, issue additional stock, effect an asset swap and
make acquisitions. Under the 8% senior notes, the Company had approximately $7.2
billion available for restricted payments at March 31, 2003. The redemptions of
the 8.125% notes and 8.75% notes in February 2003 were restricted payments under
the 8% senior notes.

At March 31, 2003, the Company was in compliance with all debt covenants. The
Company expects to be in compliance throughout 2003.

The Company has no scheduled maturities of long-term debt until 2008.

Note 5: COMMITMENTS, CONTINGENCIES AND GUARANTEES

The Company has guaranteed a portion of Clear Channel's bank credit facilities
including a reducing revolving line of credit facility, a $1.5 billion five-year
multi-currency revolving credit facility and a $1.5 billion three-year term loan
with outstanding balances at March 31, 2003, of $-0- million, $1.6 million, and
$1.5 billion, respectively. At March 31, 2003, the contingent liability under
these guarantees was $1.0 billion.

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From time to time, claims are made and lawsuits are filed against the Company,
arising out of the ordinary business of the Company. In the opinion of the
Company's management, liabilities, if any, arising from these actions are either
covered by insurance or accrued reserves, or would not have a material adverse
effect on the financial condition of the Company.

Note 6: SEGMENT DATA

The Company has one reportable operating segment - radio broadcasting. The
Company's media representation firm is reported in "other". Revenue and expenses
earned and charged between segments are recorded at fair value and eliminated in
consolidation.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

(Abbreviated pursuant to General Instruction H(2)(a) of Form 10-Q)

RESULTS OF OPERATIONS

Comparison of Three Months Ended March 31, 2003 to Three Months Ended March 31,
2002 is as follows:

CONSOLIDATED

Revenue increased $9.3 million for the three months ended March 31,
2003 compared to the same period of 2002. Our top 25 markets grew revenue 2%
during the current quarter as compared to the same quarter of the prior year.
During the three months ended March 31, 2003, our national revenue grew faster
than our local revenue as compared to 2002. Strong national revenue categories
in the first quarter of 2003 were retail, telecom/utility, entertainment, auto
and finance. We also saw stronger revenues in our national syndication business.

Divisional operating expenses increased $6.1 million for the three
months ended March 31, 2003 compared to the same period of 2002. The increase
was driven by variable expense increases associated with the increase in
revenue.

Other Income and Expense Information

Non-cash compensation expense relates to unvested stock options
granted to our employees that have been assumed by Clear Channel and that are
now convertible into Clear Channel stock. To the extent that these employees'
options continue to vest post-merger, we recognize non-cash compensation expense
over the remaining vesting period. Vesting dates vary through April 2005. If no
employees forfeit their unvested options by leaving the company, we expect to
recognize non-cash compensation expense of approximately $2.3 million during the
remaining vesting period.

Interest expense decreased $6.1 million during the first quarter of
2003 compared to the same period of 2002 due to the decrease in our total debt
outstanding. In February 2003, we redeemed all of the 8.125% notes and all of
the 8.75% notes.

During the three months ended March 31, 2002, a $4.0 million gain on
sale of assets related to mergers was recorded relating to the sale of 791,000
shares of Entravision Corporation that we acquired in the AMFM merger.

Other income (expense) - net was income of $2.5 million and $6.4
million for the three months ended March 31, 2003 and 2002, respectively. The
income recognized during 2003 relates to a $1.6 million gain on the early
extinguishment of debt and a $.9 million gain on the sale of representation
contracts. The income recognized in 2002 primarily related to a $6.2 million
gain on the early extinguishment of debt.

The loss recorded as a cumulative effect of a change in accounting
principle during the first three months of 2002 relates to our adoption of
Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets ("Statement 142") on January 1, 2002. Statement 142 requires
us to test goodwill and indefinite-lived intangibles for impairment using a fair
value approach. As a result of the goodwill test, we recorded a non-cash
impairment charge of approximately $3.9 billion. Also, as a result of the
indefinite-lived intangible test, we recorded a non-cash, net of tax impairment
charge on our FCC licenses of approximately $5.5 billion.

The non-cash impairments of our goodwill and FCC licenses were
primarily caused by unfavorable economic conditions, which persisted in the
industries we serve throughout 2001. This weakness contributed to our

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customers reducing the number of advertising dollars spent on our media
inventory. These conditions adversely impacted the cash flow projections used to
determine the fair value of our licenses and reporting unit. These factors
resulted in the non-cash impairment charge of a portion of our licenses and
goodwill.

Caution Concerning Forward Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a safe
harbor for forward-looking statements made by us or on our behalf. Except for
the historical information, this report contains various forward-looking
statements which represent our expectations or beliefs concerning future events,
including the future levels of cash flow from operations. Management believes
that all statements that express expectations and projections with respect to
future matters, including the strategic fit of radio assets, expansion of market
share, and the availability of capital resources are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act. We caution
that these forward-looking statements involve a number of risks and
uncertainties and are subject to many variables which could impact our financial
performance. These statements are made on the basis of management's views and
assumptions, as of the time the statements are made, regarding future events and
business performance. There can be no assurance, however, that management's
expectations will necessarily come to pass.

A wide range of factors could materially affect future developments and
performance, including:

o the impact of general economic conditions in the U.S. and in other
countries in which we currently do business;

o the impact of the geopolitical environment;

o our ability to integrate the operations of recently acquired
companies;

o shifts in population and other demographics;

o industry conditions, including competition;

o fluctuations in operating costs;

o technological changes and innovations;

o changes in labor conditions;

o capital expenditure requirements;

o litigation settlements;

o legislative or regulatory requirements;

o interest rates;

o the effect of leverage on our financial position and earnings;

o taxes;

o access to capital markets; and

o certain other factors set forth in our filings with the Securities
and Exchange Commission ("SEC").

This list of factors that may affect future performance and the
accuracy of forward-looking statements is illustrative, but by no means
exhaustive. Accordingly, all forward-looking statements should be evaluated with
the understanding of their inherent uncertainty.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Omitted pursuant to General Instruction H(2)(c) of Form 10-Q.

ITEM 4. CONTROLS AND PROCEDURES

Our principal executive and financial officers have concluded, based on
their evaluation as of a date within 90 days before the filing of this Form
10-Q, that our disclosure controls and procedures under Rule 13a-14 of the
Securities Exchange Act of 1934 are effective to ensure that information we are
required to disclose in the reports we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms, and include controls and procedures designed to
ensure that information we are required to disclose in such reports is
accumulated and communicated to management, including our principal executive
and financial officers, as appropriate to allow timely decisions regarding
required disclosure.

Subsequent to our evaluation, there were no significant changes in
internal controls or other factors that could significantly affect these
internal controls.

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PART II -- OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits. See Exhibit Index on Page 17

(b) Reports on Form 8-K

NONE

SIGNATURES

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 thereunto duly authorized.

AMFM OPERATING INC.

May 13, 2003 /s/ RANDALL T. MAYS
------------------------------
Randall T. Mays
Executive Vice President and
Chief Financial Officer

May 13, 2003 /s/ HERBERT W. HILL, JR.
------------------------------
Herbert W. Hill, Jr.
Senior Vice President and
Chief Accounting Officer

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CERTIFICATION

I, L. Lowry Mays, Chairman and Chief Executive Officer of AMFM Operating Inc.,
certify that:

1. I have reviewed this quarterly report on Form 10-Q of AMFM Operating Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

Date: May 13, 2003

/s/ L. LOWRY MAYS
- ---------------------------------------
L. Lowry Mays
Chairman and Chief Executive Officer

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CERTIFICATION

I, Randall T. Mays, Executive Vice President and Chief Financial Officer of AMFM
Operating Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of AMFM Operating Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

Date: May 13, 2003

/s/ RANDALL T. MAYS
- ---------------------------------------
Randall T. Mays
Executive Vice President and
Chief Financial Officer

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INDEX TO EXHIBITS

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99.1 -- Certification of Chief Executive Officer

99.2 -- Certification of Chief Financial Officer

- ----------

(1) Incorporated by reference to Exhibit 3.1 to the Quarterly Report on
Form 10-Q of Capstar Communications, Inc. for the quarterly period
ending June 30, 1999.

(2) Incorporated by reference to Exhibits to SFX Broadcasting, Inc.'s
Registration Statement on Form S-3, initially filed November 4,
1996, as amended (Registration Number 333-15469).

(3) Incorporated by reference to Exhibits to the Current Report on Form
8-K of SFX Broadcasting, Inc., filed on January 27, 1997.

(4) Incorporated by reference to Exhibits to SFX Broadcasting, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1997.

(5) Incorporated by reference to Exhibit 4.1 to the Current Report on
Form 8-K of Chancellor Broadcasting Company and Chancellor Radio
Broadcasting Company filed on July 17, 1997.

(6) Incorporated by reference to Exhibits to Chancellor Media
Corporation of Los Angeles's Registration Statement on Form S-4,
initially filed on September 26, 1997, as amended (Registration
Number 333-36451).

(7) Incorporated by reference to Exhibits to the Annual Report on Form
10-K of AMFM Inc. for the year ended December 31, 1999.

(8) Incorporated by reference to Exhibits to Chancellor Media
Corporation of Los Angeles's Registration Statement on Form S-4,
initially filed on April 22, 1998, as amended (Registration Number
333-50739).

(9) Incorporated by reference to Exhibits to Chancellor Media
Corporation of Los Angeles's Registration Statement on Form S-4,
initially filed on November 9, 1998, as amended (Registration
Number 333-66971).

(10) The Company has not filed long-term debt instruments where the
total amount under such instruments is less than ten percent of the
total assets of the Company and its subsidiaries on a consolidated
basis. However, the Company will furnish a copy of such instruments
to the Commission upon request.

(11) Incorporated by reference to Exhibits to Amendment No. 6 to
Schedule 13D of Thomas O. Hicks, et. al., filed on October 14,
1999.

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