☒    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021, OR

☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    FOR THE TRANSITION PERIOD FROM                          TO                           

Commission File Number 001-32663

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☒  No  ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes ☐  No ☒

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Large accelerated filer  ☒     Accelerated filer  ☐    Non-accelerated filer ☐     Smaller reporting company  ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐ No ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒  No  ☐

ITEM 1.  BUSINESS

Prior to May 1, 2019, we were indirectly owned by iHeartCommunications, Inc. and its parent company, iHeartMedia, Inc. (“iHeartMedia”). On May 1, 2019, we separated from, and ceased to be controlled by, iHeartMedia and its subsidiaries (the "Separation"). Refer to the Annual Report on Form 10-K for the year ended December 31, 2019, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 27, 2020, for a full discussion of our corporate history prior to 2020.

•Growing the out-of-home medium. Our strategy is, first and foremost, to grow out-of-home advertising’s share of total media spend by leading the technology-driven transformation of the medium, and to grow our share of total out-of-home advertising spend by leveraging our distinctive asset base and operations in key markets with strong demographic strengths.

•Technological leadership. Technological advances continue to transform the out-of-home advertising sector and drive growth in the medium overall. We seek to leverage our leadership position in out-of-home technology and data to enhance out-of-home advertising's core proposition through digital displays, making the medium even more flexible and creative to draw consumer interest; to make out-of-home advertisements even easier to plan and buy; and to provide customers with proof of campaign delivery and return on investment.

•Customer focus. We enable advertisers to engage with consumers through innovative advertising solutions that deliver results by putting our portfolio to work in smart and distinctive ways, including differentiating our products through innovation, sales and service. We seek to further develop our sales excellence by using sophisticated revenue management tools to optimize the yield of our asset base, and we are developing our networks of locations into compelling propositions by selling audience attributes in addition to display location. We believe that this customer focus, as well as the scale of our asset base, allows us to build relationships with key advertisers across our portfolio.

•Opportunistic expansion. Part of our long-term vision is to leverage our operational performance to optimize our capital structure and pursue opportunities for acquisitions in a fragmented marketplace, taking advantage of our technology platform to expand our asset and market portfolio, particularly in the Americas. We believe there are opportunities for expansion in the fragmented out-of-home space, and we remain open to opportunities that accelerate our path to creating enhanced value for shareholders.

We remain focused on pursuing our ongoing priorities of revenue expansion, free cash flow generation and investments in profitable growth, and we intend to continue executing upon our long-standing outdoor advertising strategies while closely managing expenses and focusing on achieving operating efficiencies throughout our businesses. We believe that the underlying fundamentals of our industry and our business, the strength of our portfolio, and the strategic steps we have taken to bolster our financial position will continue to support our long-term strategies, and we expect to capitalize on improving trends by continuing to take a disciplined approach in managing our use of cash while remaining focused on securing new business and building out our digital network. However, the duration and severity of COVID-19’s impacts continue to evolve and remain uncertain. See "Risk Factors" in Item 1A of this Form 10-K for further discussion of the possible impact of COVID-19 on our business.

(1)Revenue from our transit, including airport, and street furniture displays was the most significantly impacted by lockdowns and mobility restrictions resulting from COVID-19.

(2)Includes production revenue and other non-advertising revenue.

Billboards. Our Americas billboard inventory primarily includes bulletins and posters and is available in both printed and digital formats. Because of their greater size and impact, we typically receive higher rates for bulletins than we do for posters.

•Bulletins, which are most commonly 14 feet high by 48 feet wide, are the largest and among the most impactful standard-sized out-of-home media formats. They are generally located along major expressways, primary commuting routes and main intersections that are highly visible and heavily trafficked. Our customers may contract for individual bulletins or a network of bulletins, meaning their advertisements are rotated within the network to increase the reach of the campaign. The duration of our customer contracts for traditional bulletin displays are typically 12 weeks or longer.

•Posters, which can vary in size but are commonly approximately 11 feet high by 23 feet wide, are often used as a full market coverage medium for reach and frequency, while junior posters, which are approximately 5 feet high by 11 feet wide, are often used for their proximity to retail outlets where they can stimulate sales. Posters are generally located in commercial areas on primary and secondary routes near point-of-purchase locations, facilitating advertising campaigns with greater demographic targeting than those displayed on bulletins. Advertising space on these displays is generally purchased in four-week periods.

•Premiere displays, which use one or more poster panels but with vinyl advertising stretched over the panels similar to bulletins, are innovative hybrids between bulletins and posters that we developed to provide our customers with an alternative for their targeted marketing campaigns, combining the creative impact of bulletins with the additional reach and frequency of posters. The duration of our customer contracts for premiere displays are typically eight weeks or longer, although shorter programs are available.

    Transit Displays. Our Americas transit displays, which are available in both printed and digital formats, are advertising surfaces within transit systems, including the common areas of airports and rail stations, and on various types of vehicles, including on the interior and exterior sides of buses, trains and trams. The duration of our customer contracts for these displays generally range from four weeks to one year, although some are longer.

    Street Furniture Displays. Our Americas street furniture displays, which are available in both printed and digital formats, include advertising surfaces on bus shelters, information kiosks, news-racks and other public structures and are primarily located in major metropolitan areas and along major commuting routes. We are generally responsible for the construction and maintenance of street furniture structures, and we often sell advertising on our street furniture displays as part of a network package that includes multiple street furniture displays. Advertising space on these displays is generally purchased in four-week periods.

    Spectaculars and Wallscapes. Spectaculars are large, elaborate, customized display structures that are designed to gain maximum attention with eye-catching special effects, such as video, multi-dimensional lettering and figures, mechanical devices, moving parts and other embellishments. Customer contracts for these displays, which are located in New York City's Times Square and Las Vegas, typically have terms of at least one year. A wallscape is a display that drapes over or is suspended from the sides of buildings or other structures. Custom-designed for long-term exposure, wallscapes often become landmarks in a city. The majority of our wallscapes are located in Los Angeles and New York City’s Times Square, and advertising space on these displays is generally purchased for extended periods.

Other Revenue. In the majority of our markets, our local production staff can perform the full range of activities required to create and/or install advertising copy, including creating the advertising copy design and layout, coordinating its printing, and installing the copy on displays. The remainder of the revenue from our Americas segment consists primarily of fees related to these activities, including vinyl or poster orders, production, embellishments and installation services.

Digital. Our scale has enabled cost-effective investment in new display technologies, such as digital billboards and smaller-format LCD screens. Digital advertising allows for high-frequency, 24-hour advertising changes in high-traffic locations, enabling us to offer our clients optimal flexibility, distribution, circulation and visibility. Digital spots can be purchased in a variety of time lengths, from one day up to one year, and the dynamic nature of digital displays allows us to sell more advertising opportunities to advertisers, optimizing yield on a per structure basis. During 2021, we deployed 94 new digital billboards.

•RADARView® is our campaign planning and visualization tool, which combines several data sources, including industry standard audience measurement and anonymized, privacy-compliant location data from tens of millions of mobile devices, enabling advertisers to optimize their campaigns to most efficiently reach specific audience segments;

•RADARConnect® amplifies out-of-home campaigns by re-targeting exposed audience groups with ads on mobile and desktop devices, providing clients with a simple, easy-to-activate advertising solution that both extends reach and drives further impact of their out-of-home advertising campaigns;

•RADARProof® is our attribution measurement tool, which uses anonymized and aggregated data to understand the behavior of groups of people after they've been exposed to specific campaign ads. The behavior of these "exposed audiences" is typically compared to a control group of people who have not seen the campaign ads, enabling us to demonstrate to advertisers the impact of their campaigns on a variety of business objectives, including product purchases, store visits, application downloads, TV tune-in, brand awareness, purchase intent and more; and

•RADARSync® facilitates data integration by letting advertisers leverage the benefits of the RADAR tools using their preferred data, while also facilitating the ingestion of RADAR out-of-home campaign performance data into media agencies’ and advertisers’ own multi-touch attribution models, allowing the value of out-of-home to be understood as an integrated element of today's predominantly digital-led advertising and marketing programs.

(1)Revenue from our transit displays was the most significantly impacted by lockdowns and mobility restrictions resulting from COVID-19.

(2)Includes advertising revenue from small displays and non-advertising revenue from sales of street furniture equipment, cleaning and maintenance services, operation of public bike programs and production revenue.

    Similar to our Americas business, advertising rates generally are based on the gross ratings points of a display or group of displays. In some of the countries where we have operations, the number of impressions delivered by a display is weighted to account for such factors as illumination, proximity to other displays, and the speed and viewing angle of approaching traffic.

Street Furniture Displays. Our Europe street furniture displays, which are available in both printed and digital formats, include advertising surfaces on bus shelters, freestanding units, various types of kiosks, telephone boxes and other public structures. Our print street furniture is typically sold to customers as network packages of multiple street furniture displays, with contract terms ranging from one to two weeks.

    Billboards. Our Europe billboards vary in size across our networks, with the majority being similar in size to the posters used in our Americas business. Our Europe billboard inventory is primarily comprised of premium and classic billboards and is available in both printed and digital formats. They are primarily sold to clients as network packages with contract terms typically ranging from one to two weeks, although long-term customer contracts with terms of up to one year are also available.

•Premium billboards, which are typically larger in format, generally are located along major expressways, primary commuting routes and main intersections that are highly visible and heavily trafficked, as well as being located in iconic city center locations. Our customers may contract for individual billboards or a network of billboards. Because of their greater size and impact, as well as the high frequency and 24-hour advertising changes, we typically receive our highest rates for digital premium billboards. Not all of our premium billboards are digitized due to a number of factors such as regulatory consents and commercial considerations.

•Classic billboards are available in a variety of formats across our Europe markets and generally are located in commercial areas on primary and secondary routes near point-of-purchase locations, facilitating advertising campaigns with greater breadth of demographic targeting than those displayed on premium billboards. Classic billboards typically deliver lower rates than our premium billboards.

    Retail Displays. Our Europe retail displays, which are available in both printed and digital formats, are mainly standalone advertising structures in or in close proximity to retail outlets such as malls and supermarkets. The terms of our customer contracts for these displays generally range from one to two weeks.

    Transit Displays. Our Europe transit displays, which are available in both printed and digital formats, consist of advertising surfaces on various types of vehicles or within transit systems, including on the interior and exterior sides of buses, trains, trams and within the common areas of rail stations and airports. The terms of our customer contracts for these displays generally range from one week to one year, although some are longer.

Other Revenue. The remainder of the revenue from our Europe segment consists primarily of advertising revenue from other small displays, production revenue, and non-advertising revenue from the following sources:

•Sales of street furniture equipment and cleaning and maintenance services. In several of our European markets, we sell equipment or provide cleaning and maintenance services as part of street furniture contracts with municipalities.

•Operation of public bike programs. We also have a public bicycle rental program which provides bicycles for rent to the general public in several municipalities. In exchange for operating these bike rental programs, we generally derive revenue from advertising rights to the bikes, bike stations, additional street furniture displays and/or a share of rental income from the local municipalities.

Digital. Our digital network is a dynamic medium, which enables our customers to engage in real-time, tactical, topical and flexible advertising. Our scale has enabled cost-effective investment in digital display technology, and we continued to expand our digital footprint this year, adding 1,361 digital displays in 2021 for a total of more than 17,500 digital displays as of December 31, 2021. Through our digital brands, including Clear Channel Play and Adshel Live, we are able to offer networks of digital displays in multiple formats and environments including bus shelters, billboards, airports, transit, malls and flagship locations. As we continue to expand our digital reach across European cities, we are well-positioned to deliver increased flexibility and enhanced contextual relevance, at scale, improving our ability to meet brands’ needs.

•Our rights to place street furniture in the public domain and to sell advertising on such street furniture are governed by contracts awarded by municipal and transit authorities, which typically provide for terms ranging up to 15 years. The major difference between our Europe and Americas street furniture businesses is in the nature of the municipal contracts. In Europe, these contracts typically require us to provide the municipality with a broader range of metropolitan amenities such as bus shelters with or without advertising panels, information kiosks and public wastebaskets, as well as space for the municipality to display maps or other public information. In exchange for providing such metropolitan amenities and display space, we are authorized to sell advertising space on certain sections of the structures we erect in the public domain. We pay the municipality or transit authority a fee or revenue share that is either a fixed amount or a percentage of the revenue derived from the displays and are typically required to pay minimum guaranteed amounts.

•We lease the majority of our billboard sites from private landowners, usually for one to ten years.

•Our rights to place displays in retail locations and to sell advertising space on them generally are awarded by retail outlet operators such as large retailers or mall operators, either through private tenders or bilateral negotiations. These contracts generally have terms ranging from three to ten years.

•Similar to street furniture, our rights to place transit displays on vehicles or within transit systems and to sell advertising space on them generally are awarded by public transit authorities in competitive bidding processes or are negotiated with private transit operators. These contracts generally have terms ranging from two to five years.

•The design of street furniture structures is typically done in conjunction with a third-party supplier, and our street furniture sites are posted by our own employees or subcontractors who also clean and maintain the sites. The decision to use our own employees or subcontractors is made on a market-by-market basis taking into consideration the mix of products in the market and local labor costs.

•Digital displays generally use LCD or LED technology. The manufacture and installation process is generally the same as for traditional sites; however, specialist suppliers are used to supply the LED tiles or LCD screen displays, and there may be additional factors, such as electrical supply and network connectivity, involved during design and construction.

We continue to make progress in utilizing data and technology to help advertisers plan and adjust their campaigns, which has been particularly important as brands navigate the audience and environmental impacts of changing COVID-19 restrictions. In 2020, we launched our RADAR offering in Europe, with successful roll-outs of RADARView® in the U.K. and Spain and, in 2021, we introduced further audience proximity planning in all of our major European markets. This offering, including the supplier selection processes and methods, has been adapted from our U.S. offering in order to comply with European data privacy laws, including the European General Data Protection Regulation (“GDPR”). As we continue to roll-out our RADAR suite of solutions, which is now gaining traction in all of our major European markets, we are further elevating the value proposition of our digital footprint by helping advertisers identify and reach target audience segments across multiple verticals and markets.

Scott R. Wells was appointed as our President and Chief Executive Officer effective January 1, 2022. Prior to that time, Mr. Wells served as the Chief Executive Officer of Clear Channel Outdoor Americas, a position he was appointed to on March 3, 2015. Previously, he had served as an Operating Partner at Bain Capital beginning in January 2011, and prior to that, served as an Executive Vice President at Bain Capital beginning in 2007. Prior to joining Bain Capital, he held several executive roles at Dell, Inc. (“Dell”) from 2004 to 2007, most recently as Vice President of Public Marketing and On-Line in the Americas. Prior to joining Dell, Mr. Wells was a Partner at Bain & Company, where he focused primarily on technology and consumer-oriented companies. He currently serves as a director of Ad Council, the Achievement Network and the Outdoor Advertising Association of America. He has an MBA, with distinction, from the Wharton School of the University of Pennsylvania and a B.S./B.A. from Virginia Tech University.

Brian D. Coleman was appointed as our Executive Vice President and Chief Financial Officer on May 1, 2019. Prior to that time, Mr. Coleman served as the Senior Vice President and Treasurer for iHeartMedia and Clear Channel Outdoor Holdings and was appointed to those positions in December 1998. Previously, Mr. Coleman served as a Project Manager in the Corporate Finance department at Central and South West Corporation, a multi-state utility holding company, from 1995 to 1998. Prior to that role, Mr. Coleman held various financial positions at Bank of America, Sumitomo Banking Corporation and National Australia Bank. Mr. Coleman received a BBA in Finance from the University of Texas at Austin.

Lynn A. Feldman was appointed as our Executive Vice President, General Counsel and Corporate Secretary on May 1, 2019. Prior to that time, Ms. Feldman served as the Executive Vice President and General Counsel for Clear Channel Outdoor Americas and was appointed to that position in July 2016. Previously, Ms. Feldman served as the Executive Vice President and General Counsel of Wyndham Hotel Group, a division of Wyndham Worldwide Corporation, from 2009 to 2015. Prior to that role, Ms. Feldman served as the Senior Vice President, Deputy General Counsel and Corporate Secretary of Wyndham Worldwide Corporation. Prior to that role, Ms. Feldman served in various corporate roles within Cendant Corporation and as a Corporate Associate at Lowenstein Sandler LLP. Ms. Feldman received a J.D. from the Georgetown University Law Center and a B.A. from Boston College.

Jason A. Dilger was appointed as our Senior Vice President and Chief Accounting Officer on May 1, 2019. Prior to that time, Mr. Dilger had served as Senior Vice President-Accounting for Clear Channel Outdoor Americas beginning in August 2011. Prior to that role, Mr. Dilger served as Corporate Controller of Sinclair Broadcast Group from 2006 to 2011. Prior to that role, Mr. Dilger served in various accounting and finance roles at Municipal Mortgage & Equity from 2004 to 2006. Mr. Dilger began his career in public accounting with nearly a decade of experience at Arthur Andersen LLP and Ernst & Young LLP. Mr. Dilger earned his B.S. in Accounting from the University of Delaware.

•Requiring us to dedicate a substantial portion of our cash flow to the payment of principal and interest on our indebtedness, thereby reducing cash available for other purposes, including to fund operations and capital expenditures, invest in new technology and pursue other business opportunities;

•Limiting our liquidity and operational flexibility and limiting our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes;

•Limiting our ability to adjust to changing economic, business and competitive conditions;

•Requiring us to defer planned capital expenditures, reduce discretionary spending, sell assets, restructure existing indebtedness or defer acquisitions or other strategic opportunities, including our ability to enter into new agreements that will require capital expenditures;

•Limiting our ability to refinance any of the indebtedness or increasing the cost of any such refinancing;

•Making us more vulnerable to an increase in interest rates, a downturn in our operating performance, a decline in general economic or industry conditions, or a disruption in the credit markets; and

•Making us more susceptible to negative changes in credit ratings, which could impact our ability to obtain financing in the future and increase the cost of such financing.

•We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, and if our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional capital or refinance our indebtedness. Additionally, we may not be able to take any of these actions, or these actions may not be successful or permit us to meet our scheduled debt service obligations. Furthermore, these actions may not be permitted under the terms of our existing or future debt agreements.

•Our ability to refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates, increasing our debt service obligations, and may require us to comply with more onerous covenants, which could further restrict our business operations. Additionally, we may not be able to refinance our debt at all, or we may not be successful in utilizing debt refinancings to meet our scheduled debt service obligations. Furthermore, the terms of existing or future debt instruments may restrict us from pursuing this alternative.

•We may expend substantial cost and managerial time and effort to prepare bids and proposals for contracts that we may not win;

•We may be unable to comply, or it may require substantial cost to comply, with various regulatory requirements related to environmental, social and governance (“ESG”) standards that are required to win certain contracts with municipalities and transit authorities, particularly within the U.K. and the E.U.;

•We may be unable to estimate accurately the revenue derived from and the resources and cost structure that will be required to service any contract we win or anticipate changes in the operating environment on which our financial proposal was based; and

•We may encounter expenses and delays if our competitors challenge awards of contracts to us in competitive bidding, and any such challenge could result in the resubmission of bids on modified specifications or in the termination, reduction or modification of the awarded contract.

•Our inability to successfully adopt or our being late in adopting technological changes and innovations that offer more attractive advertising alternatives than what we offer, which could result in a loss of advertising customers or lower advertising rates, which could have a material adverse effect on our operating results and financial performance;

•Unfavorable shifts in population and other demographics, which may cause us to lose advertising customers as people migrate to markets where we have a smaller presence or which may cause advertisers to be willing to pay less in advertising fees if the general population shifts into a less desirable age or geographical demographic from an advertising perspective;

•Our inability to secure displays, display equipment, physical structures and other materials required to provide our products and services in a timely manner, or at all, as a result of supply chain shortages, including those resulting from the COVID-19 pandemic;

•Heightened levels of economic inflation, including as a result of the COVID-19 pandemic, which could result in higher costs for wages, salaries and equipment that we may not be able or willing to pass through to our customers and could decrease our margins and earnings;

•Unfavorable fluctuations in operating costs, which we may be unwilling or unable to pass through to our customers; and

•Unfavorable changes in labor conditions, including labor shortages such as the ones resulting from the COVID-19 pandemic, which may impair our ability to operate or require us to spend more to retain and attract key employees.

If our security measures are breached, we could lose valuable information, suffer disruptions to our business, and incur expenses and liabilities, including damages to our relationships with customers and business partners.

•There is a U.S. federal and state requirement that an owner remove any non-grandfathered, non-compliant signs along the controlled roads at the owner’s expense and without compensation, and in some instances we have had to remove billboards as a result of such reviews.

•Certain zoning ordinances provide for amortization, which is the required removal of legal non-conforming billboards (billboards which conformed with applicable laws and regulations when built, but which do not conform to current laws and regulations) or the commercial advertising placed on such billboards after a period of years. Pursuant to this concept, the governmental body asserts that just compensation is earned by continued operation of the billboard over that period of time. Although amortization is prohibited along all controlled roads, amortization has been upheld along non-controlled roads in limited instances where permitted by state and local law.

•In the past, state governments have purchased and removed existing lawful billboards for beautification purposes using federal funding for transportation enhancement programs, and these jurisdictions may continue to do so in the future.

•Our dispositions may negatively impact revenues from our national, regional and other sales networks or make it difficult to generate cash flows from operations sufficient to meet our anticipated cash requirements, including our debt service requirements;

•Our acquisitions may prove unprofitable and fail to generate anticipated cash flows, and we may enter into markets and geographic areas where we have limited or no experience;

•To successfully manage our large portfolio of out-of-home advertising and other businesses, we may need to recruit additional senior management as we cannot be assured that senior management of acquired businesses will continue to work for us, and we cannot be certain that our recruiting efforts will succeed;

•We may need to expand corporate infrastructure to facilitate the integration of our operations with those of acquired businesses as failure to do so may cause us to lose the benefits of any expansion that we decide to undertake by leading to disruptions in our ongoing businesses or by distracting our management, and we may encounter difficulties in the integration of operations and systems; and

•Our management’s attention may be diverted from other business concerns.

Our international operations involve contracts with, and regulation by, foreign governments. We operate in many parts of the world that experience corruption to some degree. Although we have policies and procedures in place that are designed to promote legal and regulatory compliance (including with respect to the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act), our employees, subcontractors and agents could take actions that violate applicable anti-corruption laws or regulations. Two former employees of Clear Media, a former indirect, non-wholly-owned subsidiary of the Company that was sold in April 2020, have been convicted in China of certain crimes, including the crime of misappropriation of Clear Media funds, and sentenced to imprisonment. For a description of this matter, refer to Note 8 to our Consolidated Financial Statements located in Item 8 of Part II of this Annual Report on Form 10-K. Violations of these laws, or allegations of such violations, could have a material adverse effect on our business and financial position.

•Through our annual meeting of shareholders to be held in 2023, our Board will be divided into three equal classes, with members of each class elected in different years for different terms, making it impossible for stockholders to change the composition of our entire Board through our annual meeting in 2023;

•Action by stockholders may only be taken at an annual or special meeting duly called by or at the direction of a majority of our Board;

•Advance notice for all stockholder proposals is required;

•Except as otherwise provided by a certificate of designations, any director or the entire Board may be removed from office as provided by Section 141(k) of the Delaware General Corporation Law (the "DGCL"), which limits removal of directors of classified boards to removals only for cause; and

•Except as required by law, through May 1, 2022, any amendment, alteration, rescission or repeal of our certificate of incorporation requires the affirmative vote of at least 66 2/3% of the total voting power of all outstanding shares of capital stock entitled to vote thereon, voting together as a single class.

•Incur or guarantee additional debt or issue certain preferred stock;

•Pay dividends, redeem or purchase capital stock or make other restricted payments;

•Redeem, repurchase or retire our subordinated debt;

•Make certain investments;

•Create liens on our assets or on our restricted subsidiaries' assets to secure debt;

•Create restrictions on the payment of dividends or other amounts to us from our restricted subsidiaries that are not guarantors of the notes;

•Enter into transactions with affiliates;

•Merge or consolidate with another company, or sell or otherwise dispose of all or substantially all of our assets;

•Sell certain assets, including capital stock of our subsidiaries;

•Alter the business that we conduct; and

•Designate our subsidiaries as unrestricted subsidiaries.

•the continued impact of the COVID-19 pandemic on our operations and on general economic conditions;

•risks associated with weak or uncertain global economic conditions and their impact on the level of expenditures on advertising;

•our ability to service our debt obligations and to fund our operations and capital expenditures;

•the impact of our substantial indebtedness, including the effect of our leverage on our financial position and earnings;

•industry conditions, including competition;

•our ability to obtain and renew key contracts with municipalities, transit authorities and private landlords;

•technological changes and innovations;

•shifts in population and other demographics;

•supply chain shortages;

•heightened levels of economic inflation;

•fluctuations in operating costs;

•changes in labor conditions and management;

•regulations and consumer concerns regarding privacy and data protection;

•a breach of our information security measures;

•legislative or regulatory requirements;

•restrictions on out-of-home advertising of certain products;

•the impact of the strategic review process of our European business, including a possible sale;

•our ability to execute restructuring plans;

•the impact of future dispositions, acquisitions and other strategic transactions;

•third-party claims of intellectual property infringement, misappropriation or other violation against us or our suppliers;

•the risk that indemnities from iHeartMedia will not be sufficient to insure us against the full amount of certain liabilities;

•risks of doing business in foreign countries;

•fluctuations in exchange rates and currency values;

•volatility of our stock price;

•the effect of analyst or credit ratings downgrades;

•our ability to continue to comply with the applicable listing standards of the NYSE;

•the ability of our subsidiaries to dividend or distribute funds to us in order for us to repay our debts;

•the restrictions contained in the agreements governing our indebtedness limiting our flexibility in operating our business;

•the phasing out of LIBOR;

•our dependence on our management team and other key individuals;

•continued scrutiny and changing expectations from investors, lenders, customers, government regulators and other stakeholders; and

•certain other factors set forth in our other filings with the SEC.

No one property is material to our overall operations. We believe that our properties are in good condition and suitable for our operations. For additional information regarding our properties, refer to Item 1 of Part I of this Annual Report on Form 10-K (“Business”).

For information regarding our material pending legal proceedings, refer to Note 8 to our Consolidated Financial Statements located in Item 8 of Part II of this Annual Report on Form 10-K.

(1)The shares indicated consist of shares of our common stock tendered to us by employees during the three months ended December 31, 2021 to satisfy the employees’ tax withholding obligations in connection with the vesting and release of restricted shares, which are repurchased by us based on their fair market value on the date the relevant transaction occurs.

Management’s discussion and analysis of our financial condition and results of operations (“MD&A”) should be read in conjunction with the audited consolidated financial statements and related notes contained in Item 8 of this Annual Report on Form 10-K. All references in this Annual Report on Form 10-K to “the Company,” “we,” “us” and “our” refer to Clear Channel Outdoor Holdings, Inc. and its consolidated subsidiaries. 

•Overview – Discussion of the nature, key developments and trends of our business in order to provide context for the remainder of the MD&A.

•Results of Operations – Analysis of our financial results of operations at the consolidated and segment levels.

•Liquidity and Capital Resources – Analysis of our short- and long-term liquidity and discussion of our material cash requirements and the anticipated source of funds needed to satisfy such requirements.

•Critical Accounting Estimates – Discussion of our material accounting estimates that involve a significant level of estimation uncertainty, which we believe are most important to understanding the assumptions and judgments incorporated in our consolidated financial statements.

This discussion contains forward-looking statements that are subject to risks and uncertainties, and actual results may differ materially from those contained in any forward-looking statements. See “Cautionary Statement Concerning Forward-Looking Statements” contained in Item 1A. Risk Factors within this Annual Report on Form 10-K.

For a summary of macroeconomic indicators and the impact of seasonality on our business, refer to Item 1. Business within this Annual Report on Form 10-K.

•Consolidated revenue increased 20.8% compared to 2020 as we continue to recover from the impacts of COVID-19.

•We recognized reductions of expense for negotiated rent abatements and European governmental support and wage subsidies of $98.5 million and $4.4 million, respectively.

•In February, we issued $1.0 billion aggregate principal amount of CCOH 7.75% Senior Notes. In March, we used the net proceeds from this issuance to redeem $940.0 million aggregate principal amount of the CCWH Senior Notes.

•In April, we revised the Europe portion of our international restructuring plan, and upon termination of the impacted employees during the fourth quarter, actual costs were less than our previous estimates due to fewer employees being terminated than originally expected. During 2021, we incurred $30.8 million of costs pursuant to this plan, and remaining costs are not expected to be significant. We anticipate that the Europe portion of the international plan will result in pre-tax annual cost savings in excess of $28 million.

•In May, we entered into a second amendment to the Senior Secured Credit Agreement to, among other things, extend the suspended springing financial covenant through December 31, 2021 and further delay the scheduled financial covenant step-down until September 30, 2022.

•In June, we issued $1.05 billion aggregate principal amount of CCOH 7.5% Senior Notes and used the net proceeds from this issuance to redeem the remaining outstanding CCWH Senior Notes. Additionally, a non-guarantor European subsidiary borrowed approximately $34.1 million, at current exchange rates, through a state-guaranteed loan program established in response to COVID-19.

•In October, we repaid the $130.0 million outstanding balance under the Revolving Credit Facility using cash on hand, resulting in a corresponding increase in excess availability under such facility.

•Our operating segment profit measure is Segment Adjusted EBITDA, which is calculated as revenue less direct operating expenses and selling, general and administrative expenses, excluding restructuring and other costs, which are defined as costs associated with cost-saving initiatives such as severance, consulting and termination costs and other special costs. The material components of Segment Adjusted EBITDA are discussed below on both a consolidated and segment basis.

•Corporate expenses, depreciation and amortization, impairment charges, other operating income and expense, all non-operating income and expenses, and income taxes are managed on a total company basis and are, therefore, included only in our discussion of consolidated results.

(1)Excludes depreciation and amortization

•Our site lease expenses include payments for land or space used by our advertising displays, including minimum guaranteed payments and revenue-sharing arrangements.

•Our direct production, maintenance and installation expenses include costs for printing, transporting, changing and maintaining the advertising copy on our displays, as well as cleaning and maintaining street furniture.

(1)Includes rent subsidies of $0.8 million and $4.6 million during the years ended December 31, 2021 and 2020, respectively.

(2)Includes severance and related costs for our restructuring plans to reduce headcount of $14.3 million and $4.1 million during the years ended December 31, 2021 and 2020, respectively.

(1)Includes severance and related costs for our restructuring plans to reduce headcount of $16.5 million and $7.9 million during the years ended December 31, 2021 and 2020, respectively.

(1)Includes severance and related costs for our restructuring plans to reduce headcount of $1.1 million and $2.5 million during the years ended December 31, 2021 and 2020, respectively.

•During 2021, we recognized impairment charges of $119.0 million related to our Americas indefinite-lived permits.

•During 2020, we recognized impairment charges of $140.7 million related to our Americas indefinite-lived permits and $9.7 million related to the goodwill allocated to our Latin America business.

During 2021 and 2020, we recognized other operating income, net, of $0.6 million and $53.6 million, respectively. The income in 2020 was primarily driven by a gain on the sale of the Clear Media business of $75.2 million, partially offset by legal costs and consulting fees incurred related to the sale.

The effective tax rates for 2021 and 2020 were 7.4% and 8.8%, respectively. In both years, the benefit we received from reporting tax losses was partially offset by valuation allowances recorded against current period deferred tax assets in the U.S. and certain foreign jurisdictions due to uncertainty regarding our ability to realize those assets in future periods. Additionally, we recorded $59.7 million of tax expense in 2020 as a result of selling our 50.91% stake in Clear Media. For a full reconciliation of our effective tax rate to statutory rates and further explanation of our provision for taxes, refer to Note 9 to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K.

(1)Includes restructuring and other costs that are excluded from Segment Adjusted EBITDA.

(1)Digital revenue from transit includes revenue from airport digital displays.

(1)Includes restructuring and other costs that are excluded from Segment Adjusted EBITDA.

(1)Includes restructuring and other costs that are excluded from Segment Adjusted EBITDA.

(2)Our Latin America business represented ($8.9) million of Other Segment Adjusted EBITDA for the year ended December 31, 2020.

Other SG&A expenses decreased $13.1 million, or 37.1%, during 2021 compared to 2020, driven by the sale of the Clear Media business. SG&A expenses from our Latin America business were $22.3 million and $19.8 million during 2021 and 2020, respectively, with the increase driven by higher employee compensation costs mainly due to improvements in operating performance. Excluding the $0.2 million impact of movements in foreign exchange rates, Other SG&A expenses decreased $12.9 million, or 36.5%.

For a comparison of our historical results of operations for the year ended December 31, 2020 to the year ended December 31, 2019, refer to Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 25, 2021.

•We lease the majority of the land occupied by our advertising structures under long-term site leases that typically have initial terms of between 10 and 20 years, while most of our international street furniture display faces are operated through contracts with municipalities that typically have terms ranging from 1 to 15 years. Many of our lease agreements contain renewal options and annual rental escalation clauses.

•We also have minimum payments associated with non-cancelable contracts that enable us to display advertising on buses, trains, bus shelters and terminals. The majority of these contracts contain rent provisions that are calculated as the greater of a percentage of the relevant advertising revenue or a specified guaranteed minimum annual payment.

As of December 31, 2021, we had short-term future cash obligations related to site lease expense under non-cancelable operating leases and other non-cancelable contracts of $683.9 million to be paid in the next 12 months. Refer to Notes 7 and 8 to our Consolidated Financial Statements located in Item 8 of Part II of this Annual Report on Form 10-K for our total future cash obligations under these contracts, including schedules of future minimum payments.

During 2021 and 2020, we made cash expenditures for these restructuring plans of $13.4 million and $8.8 million, respectively, and as of December 31, 2021, we had $24.3 million of related future cash obligations. We expect to pay this liability in 2022, although payments may be made through the end of the second quarter of 2023 in accordance with the terms of the Europe portion of the international plan. Refer to Note 4 to our Consolidated Financial Statements located in Item 8 of Part II of this Annual Report on Form 10-K for additional details.

(1)In 2020, we reduced or deferred capital expenditures as part of our strategy to increase our liquidity and preserve and strengthen our financial flexibility given the adverse financial impacts and economic uncertainty resulting from COVID-19.

(2)Other capital expenditures during 2020 and 2019 included expenditures of $4.7 million and $4.1 million, respectively, related to our Latin America business.

As of December 31, 2021, we had short-term future capital expenditure commitments of $48.2 million to be paid in the next 12 months related to certain transit and street furniture contracts that require minimum purchases of property, plant and equipment, as well as certain contracts that contain penalties for not fulfilling our commitments related to our obligations to build bus stops, kiosks and other public amenities or advertising structures. Refer to Note 8 to our Consolidated Financial Statements located in Item 8 of Part II of this Annual Report on Form 10-K for our total future capital expenditure commitments, including a schedule of future minimum payments.

Refer to Note 6 to our Consolidated Financial Statements located in Item 8 of Part II of this Annual Report on Form 10-K for additional details on our outstanding long-term debt, including a schedule of future maturities and description of debt covenants. As of December 31, 2021, we were in compliance with the covenants contained in our financing agreements.

•In 2021, net cash used for operating activities was $133.5 million. Cash paid for interest was $387.6 million. Cash collections from customers exceeded cash payments to vendors, including site lease costs, and our employees; however, collections earlier in the period lagged primarily due to COVID-19’s impact on fourth quarter 2020 and first quarter 2021 sales. Additionally, cash payments during the period include the payment of site lease costs that were deferred from 2020.

•In 2020, net cash used for operating activities was $137.8 million. Cash paid for interest was $323.8 million. Cash collections from customers exceeded cash payments to vendors, including site lease costs, and our employees; however, cash collections primarily later in the period lagged due to COVID-19’s impact on sales and our collection cycle. This adverse impact was partially mitigated by initiatives that we implemented to reduce our expenditures, including the deferral of rent payments and temporary reductions in compensation costs.

(1)The borrowing limit of the Receivables-Based Credit Facility is equal to the lesser of $125.0 million and the borrowing base, which is calculated based on our accounts receivable balance each period in accordance with our Receivables-Based Credit Agreement.

Refer to Note 6 to our Consolidated Financial Statements located in Item 8 of Part II of this Annual Report on Form 10-K for more details on each of these credit facilities.

We have been active in the capital markets over the last several years primarily to refinance our debt portfolio with lower interest rates and extended maturities. For a summary of our capital market transactions during the year ended December 31, 2019, refer to Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 25, 2021.

In June 2021, one of our non-guarantor European subsidiaries entered into an unsecured loan of approximately $34.1 million, at current exchange rates, with a third-party lender through a state-guaranteed loan program established in response to COVID-19. Refer to Note 6 to our Consolidated Financial Statements located in Item 8 of Part II of this Annual Report on Form 10-K for additional details.

Our significant accounting policies are discussed in the Notes to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K. Management believes that the following accounting estimates are the most critical to aid in fully understanding and evaluating our reported financial results, and they require management’s most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain. The following narrative describes these critical accounting estimates, management's judgments and assumptions, and the effect if actual results differed from these assumptions.

•Industry revenue growth forecasts used for the initial four-year period, which varied by market, started with the trailing twelve month forecast period ending March 31, 2022, and annual revenue growth on average of 4.9% was assumed from year two to year four, factoring in recovery from the impacts related to COVID-19;

•Revenue growth beyond the initial four-year period was assumed to be 3.0%;

•Revenue was grown over a build-up period, reaching maturity by the second year;

•Operating margins gradually climbed to the industry average margin (as high as 47.4%, depending on market size) by the third year; and

•The discount rate was assumed to be 10.5%.

•Industry revenue growth forecasts used for the initial four-year period, which varied by market, started with the trailing twelve month forecast period ending July 1, 2022, and annual revenue growth on average of 5.2% was assumed from year two to year four, factoring in recovery from the impacts related to COVID-19;

•Revenue growth beyond the initial four-year period was assumed to be 3.0%;

•Revenue was grown over a build-up period, reaching maturity by the second year;

•Operating margins gradually climbed to the industry average margin (as high as 47.7%, depending on market size) by the third year; and

•The discount rate was assumed to be 10.5%.

(1)The change in the revenue growth rate and discount rate assumptions as of July 1, 2021 would have resulted in impairment of $18.2 million and $20.6 million, respectively. The change in the profit margin assumption as of July 1, 2021 would not have resulted in any impairment.

•Expected cash flows underlying our business plans for the initial five-year period were based on detailed, multi-year forecasts performed by each of our operating segments and reflected the advertising outlook across our businesses;

•Cash flows were projected to grow at a perpetual growth rate, which we estimated at 3.0%; and

•In order to risk-adjust the cash flow projections in determining fair value, we utilized a discount rate for each of our reporting units ranging from 9.5% to 12.0%.

(1)Changes to our assumptions by these amounts would not have resulted in goodwill impairment as the fair value of goodwill for each reporting unit would still be greater than its carrying value.

For a description of the expected impact of newly issued but not yet adopted accounting pronouncements on our financial position and results of operations, refer to Note 2 to our Consolidated Financial Statements located in Item 8 of Part II of this Annual Report on Form 10-K.

We have operations in America, Europe, Singapore and Latin America. Foreign operations are measured in their local currencies; as a result, our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which we have operations. Changes in economic or political conditions in any of the foreign countries in which we operate could result in exchange rate movement, new currency or exchange controls or other currency restrictions being imposed. For more information, refer to the risk entitled, “We are exposed to foreign currency exchange risks because a large portion of our revenue and cash flows is received in foreign currencies and translated to U.S. dollars for reporting purposes” in Item 1A of Part I of this Annual Report on Form 10-K (“Risk Factors”).

Report of Independent Registered Public Accounting Firm