CCO » Topics » Any future separation from Clear Channel Communications could adversely affect our business and profitability due to Clear Channel Communications strong brand and reputation.

This excerpt taken from the CCO 10-K filed Mar 2, 2009.

Any future separation from Clear Channel Communications could adversely affect our business and profitability due to Clear Channel Communications’ strong brand and reputation.

As a subsidiary of Clear Channel Communications, our businesses market many of their products and services using the “Clear Channel” brand name and logo, and we believe the association with Clear Channel Communications has provided many benefits, including:

 

   

a world-class brand associated with trust, integrity and longevity;

 

   

the perception of high-quality products and services;

 

   

preferred status among our clients and employees;

 

   

a strong capital base and financial strength; and

 

   

established relationships with U.S. federal and state regulators and non-U.S. regulators.

Any future separation from Clear Channel Communications could adversely affect our ability to attract and retain highly qualified dedicated sales specialists for our products and services. We may be required to lower the prices of our products and services, increase our sales commissions and fees, change long-term advertising and marketing agreements and take other action to maintain our relationship with our clients, suppliers and dedicated sales specialists, all of which could have an adverse effect on our financial condition and results of operations. Any future separation from Clear Channel Communications also could cause some of our existing clients to choose to stop doing business with us, and could cause other potential clients to decide not to purchase our products and services because we are no longer associated with Clear Channel Communications.

We cannot accurately predict the effect a separation from Clear Channel Communications would have on our sales, clients or employees. The risks relating to a separation from Clear Channel Communications could materialize at various times, including:

 

   

if and when Clear Channel Communications reduces its ownership in our common stock to a level representing below 50% of the total voting power; and

 

   

if and when we are required to cease using the Clear Channel name and logo in our sales and marketing materials.

 

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These excerpts taken from the CCO 10-K filed Feb 14, 2008.

Any future separation from Clear Channel Communications could adversely affect our business and profitability due to Clear Channel Communications’ strong brand and reputation.

As a subsidiary of Clear Channel Communications, our businesses marketed many of their products and services using the “Clear Channel” brand name and logo, and we believe the association with Clear Channel Communications has provided many benefits, including:

 

   

a world-class brand associated with trust, integrity and longevity;

 

   

perception of high-quality products and services;

 

   

preferred status among our clients and employees;

 

   

strong capital base and financial strength; and

 

   

established relationships with U.S. federal and state regulators and non-U.S. regulators.

Any future separation from Clear Channel Communications could adversely affect our ability to attract and retain highly qualified dedicated sales specialists for our products and services. We may be required to lower the prices of our products and services, increase our sales commissions and fees, change long-term advertising and marketing agreements and take other action to maintain our relationship with our clients, suppliers and dedicated sales specialists, all of which could have an adverse effect on our financial condition and results of operations. Any future separation from Clear Channel Communications also could cause some of our existing clients to choose to stop doing business with us, and could cause other potential clients to decide not to purchase our products and services because we are no longer part of Clear Channel Communications.

We cannot accurately predict the effect a separation from Clear Channel Communications would have on our sales, clients or employees. The risks relating to a separation from Clear Channel Communications could materialize at various times, including:

 

   

if and when Clear Channel Communications reduces its ownership in our common stock to a level below 50% of the total voting power; and

 

   

if and when we are required to cease using the Clear Channel name and logo in our sales and marketing materials.

Any future separation from Clear Channel Communications could adversely affect our business and
profitability due to Clear Channel Communications’ strong brand and reputation.

As a subsidiary of Clear Channel
Communications, our businesses marketed many of their products and services using the “Clear Channel” brand name and logo, and we believe the association with Clear Channel Communications has provided many benefits, including:


 







  

a world-class brand associated with trust, integrity and longevity;

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 







  

perception of high-quality products and services;

 







  

preferred status among our clients and employees;

 







  

strong capital base and financial strength; and

 







  

established relationships with U.S. federal and state regulators and non-U.S. regulators.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:6%">Any future separation from Clear Channel Communications could adversely affect our ability to attract and retain highly qualified dedicated sales
specialists for our products and services. We may be required to lower the prices of our products and services, increase our sales commissions and fees, change long-term advertising and marketing agreements and take other action to maintain our
relationship with our clients, suppliers and dedicated sales specialists, all of which could have an adverse effect on our financial condition and results of operations. Any future separation from Clear Channel Communications also could cause some
of our existing clients to choose to stop doing business with us, and could cause other potential clients to decide not to purchase our products and services because we are no longer part of Clear Channel Communications.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:6%">We cannot accurately predict the effect a separation from Clear Channel Communications would have on our sales, clients or employees. The risks relating
to a separation from Clear Channel Communications could materialize at various times, including:

 







  

if and when Clear Channel Communications reduces its ownership in our common stock to a level below 50% of the total voting power; and

 







  

if and when we are required to cease using the Clear Channel name and logo in our sales and marketing materials.

STYLE="margin-top:18px;margin-bottom:0px; margin-left:6%">We will not have control over our tax decisions and could be liable for income taxes owed by Clear Channel Communications.

STYLE="margin-top:6px;margin-bottom:0px; text-indent:6%">For so long as Clear Channel Communications continues to own at least 80% of the total voting power and value of our common stock, we and certain of our
subsidiaries will be included in Clear Channel Communications’ consolidated group for U.S. federal income tax purposes. In addition, we or one or more of our subsidiaries may be included in the combined, consolidated or unitary tax returns
of Clear Channel Communications or one or more of its subsidiaries for foreign, state and local income tax purposes. Under the Tax Matters Agreement, we pay to Clear Channel Communications the amount of federal, foreign, state and local income taxes
which we would be required to pay to the relevant taxing authorities if we and our subsidiaries filed combined, consolidated or unitary tax returns and were not included in the consolidated, combined or unitary tax returns of Clear Channel
Communications or its subsidiaries. In addition, by virtue of its controlling ownership and the Tax Matters Agreement, Clear Channel Communications effectively controls all of our tax decisions. The Tax Matters Agreement provides that Clear Channel
Communications has the sole authority to respond to and conduct all tax proceedings (including tax audits) relating to us, to file all income tax returns on our behalf and to determine the amount of our liability to (or entitlement to payment from)
Clear Channel Communications under the Tax Matters Agreement. This arrangement may result in conflicts of interest between Clear Channel Communications and us. For example, under the Tax Matters Agreement, Clear Channel Communications is able to
choose to contest compromise or settle any adjustment or deficiency proposed by the relevant taxing authority in a manner that may be beneficial to Clear Channel Communications and detrimental to us.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:6%">Moreover, notwithstanding the Tax Matters Agreement, federal law provides that each member of a consolidated group is liable for the group’s entire
tax obligation. Thus, to the extent Clear Channel Communications or other members of the group fail to make any United States federal income tax payments required by law, we

 


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would be liable for the shortfall. Similar principles may apply for foreign, state and local income tax purposes where we file combined, consolidated or
unitary returns with Clear Channel Communications or its subsidiaries for federal, foreign, state and local income tax purposes.

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