Portions of our Definitive Proxy Statement for the 2020 Annual Meeting of Stockholders, expected to be filed within 120 days of our fiscal year ended December 31, 2019, are incorporated by reference into Part III of this Form 10-K.

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•	print billboards, which are a recognizable medium for delivering big brand messages with broad reach;

•	digital billboards, usually in high traffic commercial areas, which may display advertisements for multiple customers and can change messages throughout the course of a day;

•	street furniture displays, the largest element of our international portfolio, which generally focus on urban city centers;

•	transit displays, such as bus and rail displays, which provide high profile exposure throughout communities;

•	airport displays, which target travelers with high “dwell times” and multiple exposures for high frequency campaigns; and

•	spectaculars and wallscapes, which are high-profile, high-impact advertising structures erected in mass consumer locations, such as Times Square and Sunset Boulevard, designed to attract maximum attention.

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Growing the out-of-home medium. Our strategy is, first and foremost, to grow out-of-home's share of total media spend by leading the technology-driven transformation of the medium (as described further under "Technological leadership" below) and to grow our share of total out-of-home spending by leveraging our distinctive global asset base and operations in key markets with strong demographic strengths.

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Technological leadership. Technological advances continue to transform the out-of-home sector and drive growth in the medium overall. We seek to leverage our leadership position in technology and data in out-of-home to enhance out-of-home'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.

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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 our distinctive global presence to build relationships with key global advertisers across our portfolio, and we are focused on developing our networks of locations into compelling propositions by selling the audience attributes rather than the individual display.

•	Opportunistic expansion. We intend to leverage our strong operational performance to optimize our capital structure post-Separation, pursue opportunities for acquisitions in a fragmented marketplace and exploit potential for portfolio expansion with acquisitions benefiting from our technology platform.

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

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Bulletins. Bulletins vary in size, with the most common size being 14 feet high by 48 feet wide. Digital bulletins display static messages that resemble standard printed bulletins when viewed, but also allow advertisers to change messages throughout the course of a day and may display advertisements for multiple customers. Our digital displays are linked through centralized systems to instantaneously and simultaneously change advertising copy as needed.  Because of their greater size, impact and high-frequency of advertising changes, we typically receive our highest rates for digital bulletins. Almost all of the advertising copy displayed on printed bulletins is computer printed on vinyl and transported to the bulletin where it is secured to the display surface. Bulletins generally are located along major expressways, primary commuting routes and main intersections that are highly visible and heavily trafficked.  Our clients may contract for individual bulletins or a network of bulletins, meaning the clients’ advertisements are rotated among bulletins to increase the reach of the campaign. Our client contracts for bulletins, either printed or digital, generally have terms ranging from four weeks to one year.

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Posters. Printed posters can vary in size but are commonly approximately 11 feet high by 23 feet wide, and the printed junior posters are approximately 5 feet high by 11 feet wide. Digital posters are available in addition to the traditional poster-size and junior poster-size. Similar to digital bulletins, digital posters display static messages that resemble standard printed posters when viewed and are linked through centralized computer systems to instantaneously and simultaneously change messages throughout the course of a day. Advertising copy for printed posters is digitally printed on a single piece of polyethylene material that is then transported and secured to the poster surfaces. Posters generally are 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.  Our poster rates typically are less than our bulletin rates, and our client contracts for posters generally have terms ranging from four weeks to one year. Premiere displays, which consist of premiere panels and squares, are innovative hybrids between bulletins and posters that we developed to provide our clients with an alternative for their targeted marketing campaigns. The premiere displays use one or more poster panels, but with vinyl advertising stretched over the panels similar to bulletins. Our intent is to combine the creative impact of bulletins with the additional reach and frequency of posters.

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•	RADAR-View® 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;

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RADAR-Proof® 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 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;

•	RADAR-Connect® amplifies out-of-home campaigns by re-targeting exposed audience groups with mobile ads, 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; and

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RADAR-Sync® 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.

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(1)	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.

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Premium. Digital premium billboards allow advertisers to dynamically change messages throughout the course of a day to more effectively target and engage audiences in key locations and may display advertisements for multiple customers. Our electronic displays are linked through centralized computer systems to instantaneously and simultaneously change messages throughout the course of a day. Because of their greater size, impact, high frequency and 24-hour advertising changes, digital premium billboards typically deliver our highest rates. Almost all of the advertising copy displayed on printed premium billboards is digitally-printed and transported to the billboard where it is secured to the display surface. Premium billboards generally are located along major expressways, primary commuting routes and main intersections that are highly visible and heavily trafficked. Our clients may contract for individual billboards or a network of billboards.

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Classic. Digital and printed classic billboards are available in a variety of formats across our International markets. Similar to digital premium billboards, classic digital billboards are linked through centralized computer systems to instantaneously and simultaneously change messages throughout the course of a day. Advertising copy for printed classic billboards is digitally printed and then transported and secured to the poster surfaces. Classic billboards generally are 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 premium billboards. Classic billboards typically deliver lower rates than our premium billboards. Our intent is to combine the creative impact of premium billboards with the additional reach and frequency of classic billboards.

•	Sales of street furniture equipment and cleaning and maintenance services. In several of our International 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.

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CCH separated its ownership of the businesses that comprised the iHeartMedia radio businesses by (i) transferring assets and liabilities of the respective businesses pursuant to the Separation Agreement, dated as of March 27, 2019, as amended on April 24, 2019 (the “Separation Agreement”), by and among CCH, CCOH, iHeartMedia and iHeartCommunications; (ii) transferring its interest in all of its subsidiaries other than CCOH to iHeart Operations, Inc. (“iHeart Operations”), a newly formed corporation, in exchange for newly-issued common stock and preferred stock of iHeart Operations; (iii) selling iHeart Operations preferred stock to one or more third parties for cash and (iv) distributing the common stock of iHeart Operations and the proceeds of the sale of iHeart Operations preferred stock to iHeartCommunications (the "Radio Distribution"). Upon completion of the Separation, CCH had no material assets other than the stock of CCOH. Prior to the Separation, the historical financial statements of the Company consisted of the carve-out financial statements of the Outdoor Business (the assets that were primarily related to or primarily used or held for use in connection with the business of the Company or its subsidiaries) of CCH and excluded the radio businesses that had historically been owned by CCH and reported as part of iHeartMedia’s iHM segment prior to the Separation. CCH, which was a holding company prior to the Separation, had no independent assets or operations. Upon the Separation and the transactions related thereto, the Company’s only assets, liabilities and operations are those of the Outdoor Business.

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Pursuant to the Agreement and Plan of Merger, dated as of March 27, 2019 (the “Merger Agreement”), by and between CCH and CCOH, the Merger was consummated, and CCOH merged with and into CCH, with CCH surviving the Merger, becoming the successor to CCOH and changing its name to Clear Channel Outdoor Holdings, Inc. Prior to the Merger, the 315 million shares of Class B common stock of CCOH that was held by CCH were converted into shares of Class A common stock of CCOH. At the effective time of the Merger, each share of Class A common stock of CCOH (other than shares held by CCH or any direct or indirect wholly-owned subsidiary of CCH) converted into an equal number of shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”). The 325.7 million shares of Class A common stock of CCOH held by CCH were canceled and retired, and no shares of Common Stock were exchanged for such shares. The shares of CCH's common stock outstanding immediately before the Merger, all held by iHeartCommunications, converted into 325.7 million shares of Common Stock, equal to the number of shares of Class A common stock of CCOH held by CCH immediately before the Merger. As a result, immediately after the Merger, the Company had a single class of common stock, the pre-Merger CCOH Class A common stockholders (other than the Company and its subsidiaries) owned the same percentage of the Company that they owned of CCOH immediately before the Merger (approximately 10.9%), and all of the remaining 325.7 million outstanding shares of Common Stock were held directly by iHeartCommunications. On the Effective Date, following the Merger, the Common Stock held by iHeartCommunications was transferred to certain holders of claims in the iHeart Chapter 11 Cases pursuant to the iHeartMedia Plan of Reorganization.

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•	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 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.

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

•	Global economic conditions, such as the economic uncertainty in China;

•	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;

•	Adverse political effects and acts or threats of terrorism or military conflicts; and

•	Unfavorable changes in labor conditions, which may impair our ability to operate or require us to spend more to retain and attract key employees.

•	Our dispositions may negatively impact revenues from our national, regional and other sales networks;

•	Our dispositions may 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;

•	To successfully manage our large portfolio of outdoor 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, and

▪	Expand corporate infrastructure to facilitate the integration of our operations with those of acquired businesses because 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;

•	We may enter into markets and geographic areas where we have limited or no experience;

•	We may encounter difficulties in the integration of operations and systems; and

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

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•	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.

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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. Other regulations limit our ability to rebuild, replace, relocate, repair, modify, maintain and upgrade non-conforming displays.

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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. Thus far, we have been able to obtain satisfactory compensation for, or relocation of, our billboards purchased or removed as a result of these types of governmental action, but there is no assurance that this will continue to be the case in the future.

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•	Potential adverse changes in the diplomatic relations of foreign countries with the U.S.;

•	New or increased tariffs or unfavorable changes in trade policy;

•	Hostility from local populations;

•	The adverse effect of foreign exchange controls;

•	Government policies against businesses owned by foreigners;

•	Investment restrictions or requirements;

•	Expropriations of property without adequate compensation;

•	The potential instability of foreign governments;

•	The risk of insurrections;

•	Risks of renegotiation or modification of existing agreements with governmental authorities;

•	Difficulties collecting receivables and otherwise enforcing contracts with governmental agencies and others in some foreign legal systems;

•	Withholding and other taxes on remittances and other payments by subsidiaries;

•	Changes in tax structure and level; and

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•	Changes in laws or regulations or the interpretation or application of laws or regulations.

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•	Our limited history operating as an independent public company;

•	Our quarterly or annual earnings of those or other companies in our industry;

•	Changes in accounting standards, policies, guidance, interpretations, or principles;

•	Changes in financial estimates by any securities analysts who follow our common stock, our failure to meet these estimates, or failure of those analysts to initiate or maintain coverage of our common stock;

•	Downgrades by any securities analysts who follow our common stock;

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•	Future sales of our common stock by our officers, directors and significant stockholders, including stockholders that were former creditors of iHeartMedia that received their common stock at the time of Separation in connection with iHeartMedia's Chapter 11 proceedings;

•	Market conditions or trends in our industry or the economy as a whole and, in particular, the advertising industry;

•	Investors' perceptions of our prospects;

•	Announcements by us of significant contracts, acquisitions, joint ventures or capital commitments; and

•	Changes in key personnel.

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•	For the first three years following the Separation, our board of directors 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 of directors in any given year;

•	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 of directors;

•	Advance notice for all stockholder proposals is required;

•	Except as otherwise provided by a certificate of designations, any director or the entire board of directors may be removed from office as provided by Section 141(k) of the Delaware General Corporation Law (the "DGCL"); and

•	Except as required by law, for the first three years following the Separation, 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.

•	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;

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•	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;

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

•	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.

•	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 or 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

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•	Designate our subsidiaries as unrestricted subsidiaries.

•	risks associated with weak or uncertain global economic conditions and their impact on the level of expenditures on advertising, including the effects of Brexit and economic uncertainty in China;

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

•	industry conditions, including competition;

•	our ability to obtain key municipal concessions for our street furniture and transit products;

•	fluctuations in operating costs;

•	technological changes and innovations;

•	shifts in population and other demographics;

•	other general economic and political conditions in the U.S. and in other countries in which we currently do business, including those resulting from recessions, political events and acts or threats of terrorism or military conflicts;

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•	changes in labor conditions and management;

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

•	legislative or regulatory requirements;

•	regulations and consumer concerns regarding privacy and data protection;

•	a breach of our information security measures;

•	restrictions on outdoor advertising of certain products;

•	fluctuations in exchange rates and currency values;

•	risks of doing business in foreign countries;

•	the impact of coronavirus on our operations;

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

•	the risk that the Separation could result in significant tax liability or other unfavorable tax consequences to us and impair our ability to utilize our federal income tax net operating loss carryforwards in future years;

•	the risk that we may be more susceptible to adverse events following the Separation;

•	the risk that we may be unable to replace the services iHeartCommunications provided us in a timely manner or on comparable terms;

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

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

•	volatility of our stock price;

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

•	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 and our Preferred Stock limiting our flexibility in operating our business;

•	the effect of analyst or credit ratings downgrades; and

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

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(1)	The shares indicated consist of shares of our common stock tendered by employees to us during the three months ended December 31, 2019 to satisfy the employees’ tax withholding obligation 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.

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•	The calculation of cumulative total returns for the Company is calculated based on the share price of the common stock traded under the symbol, "CCO."

•	The Outdoor Index, which provides a peer comparison for our Outdoor business, consists of Lamar Advertising Company and Outfront Media, Inc., which both operate as real estate investment trusts ("REITs").

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•	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 – An analysis of our financial results of operations at the consolidated and segment levels.

•	Liquidity and Capital Resources – Discussion of our cash flows, anticipated cash requirements and financial condition, sources and uses of capital and liquidity, and contractual obligations.

•	Critical Accounting Estimates – Discussion of accounting estimates that we believe are most important to understanding the assumptions and judgments incorporated in our consolidated financial statements.

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•	CCOH merged with and into CCH, with CCH surviving the Merger, becoming the successor to CCOH and changing its name to Clear Channel Outdoor Holdings, Inc.;

•	Any agreements or licenses requiring royalty payments to the iHeart Group by the Outdoor Group for trademarks or other intellectual property terminated effective as of December 31, 2018, and the set-off value of any royalties and IP license fees owed by the Company to iHeartCommunications were waived;

•	We received the Clear Channel tradename and other trademarks;

•	Certain intercompany notes and intercompany accounts among the Outdoor Group and the iHeart Group were settled, terminated and canceled, including the Due from iHeartCommunications Note and the post-petition intercompany balance outstanding;

•	The Intercompany Agreements with iHeartCommunications were terminated;

•	We entered into a Transition Service Agreement with the iHeart Group for one year from May 1, 2019 (subject to certain rights of the Company to extend up to one additional year), which we may terminate, in whole or in part, upon 30 days’ prior written notice; and

•	We issued $45.0 million of mandatorily-redeemable preferred stock (the "Preferred Stock").

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•	Our site lease expenses include lease payments for use of the land under our displays, as well as any revenue-sharing arrangements or minimum guaranteed amounts payable under our billboard, street furniture and transit display contracts. The terms of our site leases and revenue-sharing or minimum guaranteed contracts generally range from 1 to 20 years.

•	Our direct production, maintenance and installation expenses include costs for printing, transporting and changing the advertising copy on our displays; related labor costs; vinyl costs, which vary according to the complexity of the advertising copy and the quantity of displays; electricity costs and costs cleaning and maintaining our displays.

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During the year ended December 31, 2019, consolidated revenue decreased $37.9 million, or 1.4%, compared to 2018. However, excluding the $70.8 million impact of movements in foreign exchange rates, consolidated revenue increased $32.9 million, or 1.2%. This increase was driven by revenue growth in our America business, partially offset by a revenue decline in our International business primarily driven by lower revenues in China. Refer to the "Results of Operations" discussion below for additional details.

•	In 2019, we continued to focus on our strategic plan, including building our digital network, expanding our programmatic offerings and enhancing our data analytics, including RADAR.

•	We accessed the capital markets several times during 2019, including:

◦

In February, Clear Channel Worldwide Holdings, Inc. ("CCWH") issued $2,235.0 million of new 9.25% Senior Notes due 2024 (which ceased to be subordinated indebtedness following the August refinancing transactions described below) (the "New CCWH Senior Notes"), in connection with the refinancing of the 7.625% CCWH Series A and Series B Senior Subordinated Notes Due 2020 (the "CCWH Subordinated Notes");

◦	In May, the Company issued and sold 45,000 shares of Preferred Stock, for a cash purchase price (before fees and expenses) and initial liquidation preference of $45.0 million;

◦	In July, the Company issued 100 million shares of common stock in a public offering and, in August used the net proceeds to redeem approximately $333.5 million aggregate principal amount of the New CCWH Senior Notes; and

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In August, the Company issued $1,250.0 million of new 5.125% Senior Secured Notes due 2027 (the "CCOH Senior Secured Notes") and entered into new senior secured credit facilities (the "New Senior Secured Credit Facility"), consisting of a $2,000.0 million seven-year term loan facility (the "Term Loan Facility") and a $175.0 million revolving credit facility (the "New Revolving Credit Facility"). Proceeds were used to redeem the 6.5% Series A and Series B Senior Notes due 2022 (the "CCWH Senior Notes") and the 8.75% Senior Notes due 2020 (the "CCIBV Senior Notes"). Additionally, the Company terminated its existing receivables-based credit facility and entered into a new $125.0 million receivables-based credit facility.

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◦	Refer to the "Liquidity and Capital Resources" discussion below for additional details.

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(1)	Corporate is calculated as the sum of corporate expenses, including non-cash compensation expenses, and corporate depreciation and amortization. Corporate expenses relate to overall executive, administrative and support functions.

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(1)	Capital expenditures in our Americas segment primarily related to constructing and sustaining our billboards and other out-of-home advertising displays, including digital boards.

(2)	Capital expenditures in our International segment primarily related to constructing and sustaining our street furniture and other out-of-home advertising displays, including digital boards.

(3)	Corporate capital expenditures in 2019 were largely driven by the build-out of the new San Antonio office and IT infrastructure due to the Separation, while Corporate capital expenditures in 2018 and 2017 primarily related to equipment and software purchases.

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On February 12, 2019, we refinanced all of our outstanding $2,200.0 million aggregate principal amount of CCWH Subordinated Notes, which were scheduled to mature in March 2020, with $2,235.0 million aggregate principal amount of New CCWH Senior Notes, which are scheduled to mature in February 2024. The CCWH Subordinated Notes were redeemed on March 6, 2019, and CCWH and the guarantors of the CCWH Subordinated Notes were released from their remaining obligations under the indentures and the CCWH Subordinated Notes.

•	On July 30, 2019, we issued 100 million shares of common stock in a public offering and, on August 22, 2019, used the net proceeds therefrom to redeem approximately $333.5 million aggregate principal amount of the New CCWH Senior Notes.

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On August 23, 2019, we refinanced all of our outstanding $2,725.0 million aggregate principal amount of CCWH Senior Notes, which were scheduled to mature in November 2022, and all of our outstanding $375.0 million aggregate principal amount of CCIBV Senior Notes, which were scheduled to mature in December 2020, with $1,250.0 million aggregate principal amount of CCOH Senior Secured Notes, which are scheduled to mature in August 2027, and a $2,000.0 million Term Loan Facility, which amortizes in equal quarterly installments in an aggregate annual amount equal to 1.00% of the original principal amount of such term loan beginning on December 31, 2019, with the balance being payable in August 2026. The CCWH Senior Notes and CCIBV Senior Notes were redeemed on September 4, 2019, and CCWH, CCIBV and the respective guarantors of these notes were released from their remaining obligations under the indentures governing such notes, which ceased to be of further effect.

•	On December 31, 2019, we made a principal payment of $5.0 million on the Term Loan Facility in accordance with the terms of the related credit agreement.

(1)	Other debt includes various borrowings and finance leases utilized for general operating purposes.

•	Dividends on the Preferred Stock accrue daily at a rate based on the then-current liquidation preference and are payable quarterly in cash or added to the liquidation preference. During the year ended December 31, 2019, we paid cash dividends of $2.8 million.

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The Preferred Stock will be subject to mandatory redemption for an amount equal to the liquidation preference on May 1, 2029, unless waived by the holders, but we may redeem the Preferred Stock at our option before this date, subject to certain requirements. As of December 31, 2019, the liquidation preference of the Preferred Stock was approximately $46.1 million, which includes the initial liquidation preference and undeclared dividends.

(1)

Our long-term debt is primarily comprised of the Term Loan Facility, CCOH Senior Secured Notes and New CCWH Senior Notes, as previously described in this MD&A. It also includes small amounts of borrowings under finance leases utilized for general operating purposes. 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.

(2)

Our Preferred Stock will be subject to mandatory redemption on May 1, 2029, but we may redeem it at our option before this date, subject to certain requirements. As previously described in this MD&A, dividends accrue daily at a rate based on the then-current liquidation preference and are payable quarterly in cash or added to the liquidation preference; however, we have excluded them from this table as the amounts are unknown at this time. Refer to Note 7 to our Consolidated Financial Statements located in Item 8 of Part II of this Annual Report on Form 10-K for more details.

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(3)	Operating lease obligations represent our future minimum rental commitments under non-cancelable operating lease agreements. Refer to Note 3 to our Consolidated Financial Statements located in Item 8 of Part II of this Annual Report on Form 10-K for more details.

(4)	Non-cancelable contracts include minimum payments under contracts that provide the supplier with a right to fulfill the arrangement with property, plant and equipment not specified within the contract and are therefore not a lease.

(5)	The Company has commitments relating to required purchases of property, plant, and equipment under certain street furniture contracts, and certain of the Company’s contracts contain penalties for not fulfilling its commitments related to its obligations to build bus stops, kiosks and other public amenities or advertising structures.

(6)	The non-current portion of the unrecognized tax benefits is included in the “Thereafter” column as we cannot reasonably estimate the timing or amounts of additional cash payments, if any, at this time. For additional information, refer to Note 10 to our Consolidated Financial Statements located in Item 8 of Part II of this Annual Report on Form 10-K.

(7)	Other long-term obligations consist of $43.8 million related to asset retirement obligations recorded pursuant to ASC Subtopic 410-20, which assumes the underlying assets will be removed at some period over the next 50 years. Also included in other long-term obligations is $48.2 million related to retirement plans and $80.8 million related to other long-term obligations with a specific maturity.

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•	Industry revenue growth forecasts used for the initial four-year period, which varied by market, ranged between 2.5% and 3.8%;

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

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

•	Operating margins gradually climb to the industry average margin (as high as 55.9%, depending on market size) by the third year; and

•	Discount rate was assumed to be 8.0%.

•	Expected cash flows underlying our business plans for the periods 2019 through 2023, which are based on detailed, multi-year forecasts performed by each of our operating segments and reflect the advertising outlook across our businesses;

•	Cash flows beyond 2023 are 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 of approximately 7.5% to 10.0% for each of our reporting units.

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Development of Business, Merger and Separation

Clear Channel Outdoor Holdings, Inc. ("CCOH") became a publicly traded company on the New York Stock Exchange ("NYSE") through an initial public offering ("IPO") on November 11, 2005. Prior to the IPO, CCOH was an indirect wholly-owned subsidiary of iHeartCommunications, Inc. ("iHeartCommunications"), a diversified media and entertainment company. As of December 31, 2018, Clear Channel Holdings, Inc. ("CCH"), a subsidiary of iHeartCommunications, held all of the shares of CCOH's Class B common stock outstanding and 10.7 million shares of CCOH's Class A common stock, collectively representing 89.1% of the shares outstanding and approximately 100% of the voting power. CCOH's relationship with iHeartCommunications was governed by several agreements (the "Intercompany Agreements").

On March 14, 2018, iHeartMedia, Inc. ("iHeartMedia"), the parent company of iHeartCommunications, and certain of its subsidiaries including iHeartCommunications and CCH (collectively, the "Debtors") filed voluntary petitions for reorganization (the “iHeart Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”). CCOH and its direct and indirect subsidiaries did not file petitions for relief under the Bankruptcy Code and were not Debtors in the iHeart Chapter 11 Cases. iHeartMedia's modified fifth amended Plan of Reorganization (the "iHeart Plan of Reorganization") was confirmed by the Bankruptcy Court on January 22, 2019.

iHeartMedia emerged from bankruptcy on May 1, 2019 (the "Effective Date"), and, pursuant to the iHeartMedia Plan of Reorganization, CCH, CCOH and its subsidiaries (collectively, the "Outdoor Group") were separated from, and ceased to be controlled by, iHeartMedia and iHeartCommunications (collectively, with its subsidiaries, the "iHeart Group") through a series of transactions (the "Separation"). Additionally, pursuant to the Settlement and Separation Agreement (the "Separation Agreement") entered into with iHeartMedia and iHeartCommunications, the Intercompany Agreements with iHeartCommunications were terminated.

Also on the Effective Date, CCOH merged with and into CCH (the “Merger”), with CCH surviving the Merger, becoming the successor to CCOH and changing its name to Clear Channel Outdoor Holdings, Inc. 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. Following the consummation of the Merger, the shares of Common Stock of the Company began trading on the NYSE at the opening of the market on May 2, 2019 under the symbol “CCO,” which is the same trading symbol previously used by CCOH.

Refer to Note 9 for additional details regarding the Separation and Merger.

Nature of Business

The Company sells advertising on billboards, street furniture displays, transit displays and other advertising displays that it owns or operates within its two reportable business segments: Americas outdoor advertising ("Americas"), which primarily includes operations in the U.S., and International outdoor advertising ("International"), which primarily includes operations in Europe, Asia and Latin America.

Preparation of Financial Statements

The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates, judgments, and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes including, but not limited to, legal, tax and insurance accruals. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. Additionally, prior to the Separation, the consolidated financial statements gave effect to allocations of expenses from iHeartMedia to the Company. These allocations, which ceased at the time of Separation, were made on a specifically identifiable basis or by using relative percentages of headcount or other methods management considered to be a reasonable reflection of the utilization of services provided.

Prior to the Separation, the historical financial statements of the Company consisted of the carve-out financial statements of the businesses of the Outdoor Group (the "Outdoor Business"). The carve-out financial statements exclude the portion of the radio businesses previously owned by CCH, which had historically been reported as part of iHeartMedia’s iHM segment prior to the Separation, and amounts attributable to CCH, which was a holding company prior to the Separation with no independent assets or operations. Upon the Separation and the transactions related thereto (the “Transactions”) on May 1, 2019, the Company’s only assets, liabilities and operations were those of the Outdoor Business.

Certain prior period amounts have been reclassified to conform to the 2019 presentation.

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Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. Also included in the consolidated financial statements are entities for which the Company has a controlling financial interest or is the primary beneficiary. The Company reports noncontrolling interests in consolidated subsidiaries as a component of equity separate from the Company’s equity. All significant intercompany accounts have been eliminated in consolidation.

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less.

Accounts Receivable

Accounts receivable are recorded when the Company has an unconditional right to payment, either because it has satisfied a performance obligation prior to receiving payment from the customer or has a non-cancelable contract that has been billed in advance in accordance with the Company’s normal billing terms.

Accounts receivable are recorded at the invoiced amount, net of allowances for doubtful accounts. The Company evaluates the collectability of its accounts receivable based on a combination of factors. In circumstances where it is aware of a specific customer’s inability to meet its financial obligations, it records a specific reserve to reduce the amounts recorded to what it believes will be collected. For all other customers, it recognizes reserves for bad debt based on historical experience of bad debts as a percent of accounts receivable for each business unit, adjusted for relative improvements or deteriorations in the agings and changes in current economic conditions. The Company believes its concentration of credit risk is limited due to the large number and the geographic diversification of its customers.

Restricted Cash

Restricted cash is recorded in "Other current assets" and in "Other assets" in the Company's Consolidated Balance Sheet. The following table provides a reconciliation of cash and cash equivalents and restricted cash as reported in the Consolidated Balance Sheet to the total amounts of "Cash, cash equivalents and restricted cash" reported in the Consolidated Statement of Cash Flows:

(In thousands)	December 31, 2019				December 31, 2018
Cash and cash equivalents	$	398,858			$	182,456
Restricted cash included in:
Other current assets	4,116				4,221
Other assets	14,101				16,192
Total cash, cash equivalents and restricted cash in the Statement of Cash Flows	$	417,075			$	202,869

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation is computed using the straight-line method at rates that, in the opinion of management, are adequate to allocate the cost of such assets over their estimated useful lives, which are as follows:

Buildings and improvements — 10 to 39 years

Structures — 3 to 20 years

Furniture and other equipment — 2 to 20 years

Leasehold improvements — shorter of economic life or lease term assuming renewal periods, if appropriate

For assets associated with a lease or contract, the assets are depreciated at the shorter of the economic life or the lease or contract term, assuming renewal periods, if appropriate. Expenditures for maintenance and repairs are charged to operations as incurred, whereas expenditures for renewal and betterments are capitalized.

The Company tests for possible impairment of property, plant and equipment whenever events and circumstances indicate that depreciable assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. When specific assets are determined to be unrecoverable, the cost basis of the asset is reduced to reflect the current fair market value. The Company did not recognize any impairments during the years ended December 31, 2019 or 2018. During the year ended December 31, 2017, the Company recognized an impairment of $2.6 million in relation to advertising assets that were no longer usable in one country in the Company's International segment.

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Assets and businesses are classified as held for sale if their carrying amount will be recovered or settled principally through a sale transaction rather than through continuing use. The asset or business must be available for immediate sale and the sale must be highly probable within one year.

Refer to Note 4 to the Company's Consolidated Financial Statements for additional disclosures about the Company's property, plant and equipment.

Indefinite-lived Permits

The Company’s indefinite-lived permits relate to billboard permits in its Americas segment. These permits are granted for the right to operate an advertising structure at the specified location as long as the structure is in compliance with the laws and regulations of each jurisdiction. The Company’s permits are located on owned land, leased land or land for which we have acquired permanent easements. In cases in which the Company’s permits are located on leased land, if the Company loses its lease, the Company will typically obtain permission to relocate the permit or bank it with the municipality for future use. Due to significant differences in both business practices and regulations, billboards in the International segment are subject to long-term, finite contracts unlike the Company’s permits in the U.S. Accordingly, there are no indefinite-lived intangible assets in the International segment.

The Company's indefinite-lived permits are not subject to amortization but are tested for impairment at least annually, as of July 1 of each year. The Company also tests for possible impairment of its indefinite-lived permits whenever events or changes in circumstances, such as a significant reduction in operating cash flow or a dramatic change in the manner for which the asset is intended to be used, indicate that the carrying amount of the asset may not be recoverable. The impairment test consists of a comparison between the fair value of indefinite-lived intangible assets at the market level with their carrying amounts. If the carrying amounts exceed the fair value, an impairment loss is recognized equal to that excess. After an impairment loss is recognized, the adjusted carrying amount of an indefinite-lived asset is its new accounting basis.

As prescribed in Accounting Standards Codification ("ASC") 805-20-S99, the fair value of the indefinite-lived assets is determined using the direct valuation method, which attempts to isolate the income that is properly attributable to the indefinite-lived intangible asset alone (that is, apart from tangible and other identified intangible assets and goodwill). Under the direct valuation method, it is assumed that rather than acquiring indefinite-lived intangible assets as part of a going concern business, the buyer hypothetically develops indefinite-lived intangible assets and builds a new operation with similar attributes from scratch. Thus, the buyer incurs start-up costs during the build-up phase that are normally associated with going concern value. Initial capital costs are deducted from the discounted cash flow model to calculate the value that is directly attributable to the indefinite-lived intangible assets. In its application of the direct valuation method, the Company forecasts revenue, expenses and cash flows over a ten-year period for each of its markets and also calculates a “normalized” residual year, which represents the perpetual cash flows of each market. The residual year cash flow is capitalized to arrive at the terminal value of the permits in each market.

The key assumptions using the direct valuation method are market revenue growth rates, market share, profit margin, duration and profile of the build-up period, estimated start-up capital costs and losses incurred during the build-up period, the risk-adjusted discount rate and terminal values. This data is populated using industry-normalized information representing an average billboard permit within a market. The Company engages a third-party valuation firm to assist with the development of its assumptions used to determine of the fair value of the permits.

The Company recognized impairment charges on its indefinite-lived permits of $5.3 million and $7.8 million during the years ended December 31, 2019 and 2018, respectively, related to permits in one market in its Americas segment. The Company did not recognize any impairment charges related to permits during 2017.

Other Intangible Assets

Other intangible assets include transit, street furniture and other outdoor contractual rights; permanent easements; trademarks; and other miscellaneous intangible assets. The Company’s transit and street furniture contracts, site leases and other contractual rights are definite-lived intangible assets that are recorded at cost and amortized over the shorter of either the respective lives of the agreements or over the period of time the assets are expected to contribute directly or indirectly to the Company’s future cash flows. The Company periodically reviews the appropriateness of the amortization periods related to these definite-lived intangible assets. Permanent easements are indefinite-lived intangible assets that include certain rights to use real property not owned by the Company.

The Company tests for possible impairment of other intangible assets whenever events and circumstances indicate that they might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. When a specific asset is determined to be unrecoverable, the cost basis of the asset is reduced to reflect the current fair market value.

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Refer to Note 4 to the Company's Consolidated Financial Statements for additional disclosures about the Company's other intangible assets.

Goodwill

Adoption of ASU 2017-04

Effective on January 1, 2019, the Company early adopted the guidance under Accounting Standards Update ("ASU") 2017-04, Simplifying the Test for Goodwill Impairment, on a prospective basis. This ASU eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities shall record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value. Although the implementation of ASU 2017-04 resulted in a change to our accounting policy around the calculation of goodwill impairment, it did not have a material impact on our consolidated financial statements.

Annual Impairment Test to Goodwill

The Company performs its annual impairment test on July 1 of each year. In accordance with ASU 2017-04, as previously described, the carrying amount of each reporting unit, including goodwill, is compared to the fair value of the reporting unit, and any excess, limited to the total amount of goodwill allocated to the reporting unit, is recorded as a goodwill impairment charge. The Company identifies its reporting units in accordance with ASC 350-20-55. Each of the Company’s advertising markets are components. The Company’s U.S. advertising markets are aggregated into a single reporting unit for purposes of the goodwill impairment test; additionally, each country within the Company's Americas segment and International segment constitutes a separate reporting unit.

The Company uses a discounted cash flow model to determine the fair value of each reporting unit, which requires the Company to estimate future cash flows expected to be generated from the reporting unit, discounted to their present value using a risk-adjusted discount rate. Terminal values are also estimated and discounted to their present value. Assessing the recoverability of goodwill requires the Company to make estimates and assumptions about sales, operating margins, growth rates and discount rates based on its budgets, business plans, economic projections, anticipated future cash flows and marketplace data.

The Company concluded no goodwill impairment was required in 2019 or 2018. The Company recognized goodwill impairment of $1.6 million in 2017 related to one market in the Company's International segment.

Leased Assets

The Company enters into contracts to use land, buildings and office space, structures, and other equipment such as automobiles and copiers. Some of these contracts enable the Company to display advertising on buses, bus shelters, trains, and other private or municipal assets. Additionally, most of the Company’s advertising structures are located on leased land. No single contract or lease is material to the Company’s operations.

Adoption of ASC Topic 842 – Impact on Lessee Accounting

The Company adopted ASU 2016-02, Leases, which created ASC Topic 842, and all subsequent ASUs relating to this Topic (collectively, "ASC Topic 842") as of January 1, 2019. This new lease accounting standard, which supersedes previous lease accounting guidance under U.S. GAAP (ASC Topic 840), results in significant changes to the balance sheets of lessees, most significantly by requiring the recognition of a right-of-use ("ROU") asset and lease liability by lessees for those leases classified as operating leases. Adoption of this new standard had a material impact on the Company's Consolidated Balance Sheet, but it did not have a material impact on the Company's other consolidated financial statements.

The Company applied the transition provisions of this standard at January 1, 2019 following the optional transition method provided by ASU 2018-11; consequently, the consolidated financial statements and notes to the consolidated financial statements for periods before the date of adoption continue to be presented in accordance with ASC Topic 840. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed us to not reassess whether expired or existing contracts are or contain leases and to carry forward the historical lease classification for those leases that commenced prior to the date of adoption.

Upon adoption of ASC Topic 842, prepaid and deferred rent balances, which were historically presented separately, were combined and presented net within the ROU asset. Additionally, deferred gains related to previous transactions that were historically accounted for as sale and operating leasebacks in accordance with ASC Topic 840 were recognized as a cumulative-effect adjustment to equity, resulting in an increase to equity, net of tax, of $14.6 million.

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Lease Accounting Policies

Arrangements involving the use of property, plant and equipment are evaluated at inception to determine whether they contain a lease under ASC Topic 842. The majority of the Company's transit contracts do not meet the definition of a lease under ASC Topic 842 due to substantive substitution rights within those contracts; however, contracts that were historically determined to be leases under ASC Topic 840, including certain international transit contracts, are included in the Company’s balance sheet as of January 1, 2019, as previously described.

The majority of the Company's leases are operating leases, including land lease contracts and lease contracts for the use of space on floors, walls and exterior locations on buildings. The land leases typically have initial terms of between 10 and 20 years and renew indefinitely, with rental payments generally escalating at an inflation-based index. Both Americas and International land leases are typically paid in advance for periods ranging up to 12 months, although some of our International land leases are paid in advance for longer periods or in arrears. Certain of the Company's street furniture contracts also meet the definition of an operating lease. Most international street furniture display faces are operated through contracts with municipalities, which typically have terms ranging from 1 to 15 years.

Operating leases are reflected on the Company's Consolidated Balance Sheet as "Operating lease right-of-use assets," and the related short-term and long-term liabilities are included within "Current operating lease liabilities" and "Noncurrent operating lease liabilities," respectively. ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at lease commencement based on the present value of lease payments over the lease term, and lease expense is recognized on a straight-line basis over the lease term. The Company's finance leases are included within "Property, plant and equipment" on the Consolidated Balance Sheet, and the related short-term and long-term liabilities are included within the "Current portion of long-term debt" and "Long-term debt," respectively. Expenditures for maintenance are charged to operations as incurred.

Certain of the Company's operating lease agreements include rental payments that are based on a percentage of revenue, and others include rental payments that are adjusted periodically for inflationary changes. Percentage rent contracts, in which lease expense is calculated as a percentage of advertising revenue, and payments due to changes in inflationary adjustments are included within variable rent expense, which is accounted for separately from periodic straight-line lease expense. Amounts related to insurance and property taxes in lease arrangements when billed on a pass-through basis are allocated to the lease and non-lease components of the lease based on their relative standalone selling prices. The Company is commonly assessed VAT on its international contracts, which is treated as a non-lease component.

Many of the Company's operating lease contracts permit the Company to continue operating the leased assets after the rights and obligations of the lease agreements have expired. Such contracts are not considered to be leases after they expire, and future expected payments are not included in operating lease liabilities or ROU assets. Additionally, many of the Company's leases entered into in connection with advertising structures provide options to extend the terms of the agreements. Renewal periods are generally excluded from minimum lease payments when calculating the lease liabilities as the Company does not consider exercise of such options to be reasonably certain for most leases. Therefore, unless exercise of a renewal option is considered reasonably assured, the optional terms and payments are not included within the lease liability. The Company's lease agreements do not contain material residual value guarantees or material restrictive covenants.

The implicit rate within the Company's lease agreements is generally not determinable. As such, the Company uses the incremental borrowing rate ("IBR") to determine the present value of lease payments at the commencement of the lease. The IBR, as defined in ASC Topic 842, is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment.

Refer to Note 3 to the Company's Consolidated Financial Statements for additional disclosures about the Company's operating leases.

Nonconsolidated Affiliates

In general, investments in companies in which the Company owns 20% to 50% of the voting common stock or otherwise exercises significant influence over operating and financial policies of the investee are accounted for using the equity method of accounting. The Company does not recognize gains or losses upon the issuance of securities by any of its equity-method investees. The Company reviews the value of equity-method investments and records impairment charges in the Statement of Comprehensive Loss as a component of "Other income (expense), net" for any decline in value that is determined to be other-than-temporary.

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Other Investments

The Company measures equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognizes any changes in fair value through earnings.

Investments without readily determinable fair values are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company recognized impairments and other adjustments on these investments of $1.3 million, $0.2 million and $1.0 million during the years ended December 31, 2019, 2018 and 2017, respectively, which were recorded in “Other income (expense), net.”

Asset Retirement Obligation

ASC Subtopic 410-20 requires the Company to estimate its obligation to dismantle and remove its advertising structures from leased land and to reclaim the site to its original condition upon the termination or non-renewal of a lease or contract. The Company’s asset retirement obligation is reported in “Other long-term liabilities” on the Consolidated Balance Sheet, with the current portion recorded in "Accrued expenses."

The Company records the present value of obligations associated with the retirement of its advertising structures in the period in which the obligation is incurred. Due to the high rate of lease renewals over a long period of time, the calculation assumes that all related assets will be removed at some period over the next 50 years. An estimate of third-party cost information is used with respect to the dismantling of the structures and the reclamation of the site. The interest rate used to calculate the present value of such costs over the retirement period is based on an estimated risk-adjusted credit rate for the same period.

When the liability is recorded, the cost is capitalized as part of the related advertising structure's carrying value. Over time, accretion of the liability is recognized as an operating expense, and the capitalized cost is depreciated over the expected useful life of the related asset.

Refer to Note 5 to the Company's Consolidated Financial Statements for additional disclosures about the Company's asset retirement obligation.

Revenue Recognition

The Company generates revenue primarily from the sale of advertising space on printed and digital out-of-home advertising displays. These contracts typically cover periods of a few weeks to one year, although there are some with longer terms. Revenue contracts in our Americas segment are generally cancelable after a specified notice period, and revenue contracts in our International segment are generally non-cancelable or require the customer to pay a fee to terminate the contract.

Certain of these revenue transactions are considered leases for accounting purposes as the contracts convey to customers the right to control the use of the Company’s advertising displays for a period of time. To qualify as a lease, fulfillment of the contract must be dependent upon the use of a specified advertising structure, the customer must have almost exclusive use of the advertising display throughout the contract term, and, upon adoption of ASC Topic 842 on January 1, 2019, the customer must also have the right to change the advertisement that is displayed throughout the contract term. The Company accounts for revenue from leases, which are all classified as operating leases, in accordance with the lease accounting guidance (ASC Topic 840 or ASC Topic 842, depending on the advertising campaign start date), while the Company’s remaining revenue transactions are accounted for as revenue from contracts with customers (ASC Topic 606).

Adoption of ASC Topic 842 – Impact on Lessor Accounting

As previously described, the Company adopted ASU 2016-02, Leases, which created ASC Topic 842, as of January 1, 2019. In addition to the aforementioned changes in lessee accounting, ASC Topic 842 also updated lessor accounting to align with certain changes in the lessee model and the revenue recognition standard (ASC Topic 606).

Under ASC Topic 842, the Company elected a practical expedient to not separate non-lease components from associated lease components if certain criteria are met. As such, each right to control the use of an advertising display that meets the lease criteria is combined with the related installation and maintenance services provided under the contract into a single lease component. Production services, which do not meet the criteria to be combined, and each advertising display that does not meet the lease criteria (along with any related installation and maintenance services) are non-lease components. Consideration in outdoor advertising contracts is allocated between lease and non-lease components in proportion to their relative standalone selling prices, which are generally approximated by the contractual prices for each promised service.

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In accordance with the Company's election of transition practical expedients under ASC Topic 842, revenue contracts with campaign start dates prior to January 1, 2019 were not reassessed to determine whether they qualify as a lease under the requirements of the new leasing standard. Instead, they continue to be accounted for as revenue from contracts with customers or revenue from leases based on the requirements of ASC Topic 840, and the new requirements have been applied to revenue contracts with campaign start dates on or after January 1, 2019. Because the definition of a lease is more restrictive under the new standard, fewer of our new revenue contracts meet the definition of a lease for accounting purposes, resulting in an increase in the percentage of revenue that is categorized as revenue from contracts with customers as compared to the prior year.

Revenue Accounting Policies

The Company recognizes revenue when or as it satisfies a performance obligation by transferring a promised good or service to a customer. The Company generates revenue primarily from the sale of advertising space on printed and digital displays, including billboards, street furniture displays, transit displays and retail displays, which may be sold as individual units or as a network package. Revenue from these contracts, which typically cover periods of a few weeks to one year, is generally recognized ratably over the term of the contract as the advertisement is displayed. The Company also generates revenue from production and creative services, which are distinct from the advertising display services, and related revenue is recognized at the point in time the Company installs the advertising copy at the display site.

The Company recognizes revenue in amounts that reflect the consideration it expects to receive in exchange for transferring goods or services to customers, excluding sales taxes and other similar taxes collected on behalf of governmental authorities (the “transaction price”). When this consideration includes a variable amount, the Company estimates the amount of consideration it expects to receive and only recognizes revenue to the extent that it is probable it will not be reversed in a future reporting period. Because the transfer of promised goods and services to the customer is generally within a year of scheduled payment from the customer, the Company is not typically required to consider the effects of the time value of money when determining the transaction price. Advertising revenue is reported net of agency commissions.

Trade and barter transactions represent the exchange of display space for merchandise, services or other assets in the ordinary course of business. The transaction price for these contracts is measured at the estimated fair value of the non-cash consideration received unless this is not reasonably estimable, in which case the consideration is measured based on the standalone selling price of the display space promised to the customer. Revenue is recognized on trade and barter transactions when the advertisements are displayed, and expenses are recorded ratably over a period that estimates when the merchandise, services or other assets received are utilized. Trade and barter revenues and expenses from continuing operations are included on the Statement of Comprehensive Loss in "Revenue" and "Selling, general and administrative expenses," respectively. Trade and barter revenues and expenses from continuing operations were as follows:

		Years Ended December 31,
(In thousands)		2019				2018				2017
Trade and barter revenues		$	14,967			$	15,921			$	17,379
Trade and barter expenses		9,416				10,695				11,345

In order to appropriately identify the unit of accounting for revenue recognition, the Company determines which promised goods and services in a contract with a customer are distinct and are therefore separate performance obligations. If a promised good or service does not meet the criteria to be considered distinct, it is combined with other promised goods or services until a distinct bundle of goods or services exists. Certain of the Company’s contracts with customers include options for the customer to acquire additional goods or services for free or at a discount, and management judgment is required to determine whether these options are material rights that are separate performance obligations.

For revenue arrangements that contain multiple distinct goods or services, the Company allocates the transaction price to these performance obligations in proportion to their relative standalone selling prices. The Company has concluded that the contractual prices for the promised goods and services in its standard contracts generally approximate management’s best estimate of standalone selling price as the rates reflect various factors such as the size and characteristics of the target audience, market location and size, and recent market selling prices. However, where the Company provides customers with free or discounted services as part of contract negotiations, management uses judgment to determine how much of the transaction price to allocate to these performance obligations.

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The Company receives payments from customers based on billing schedules that are established in its contracts, and deferred revenue is recorded when payment is received from a customer before the Company has satisfied the performance obligation or a non-cancelable contract has been billed in advance in accordance with the Company’s normal billing terms. Americas contracts are generally billed monthly in advance, and International includes a combination of advance billings and billings upon completion of service.

Refer to Note 2 to the Company's Consolidated Financial Statements for additional disclosures about the Company's revenue.

Contract Costs

Incremental costs of obtaining a contract primarily relate to sales commissions, which are included in "Selling, general and administrative expenses" on the Statement of Comprehensive Loss and are generally commensurate with sales. These costs are generally expensed when incurred because the period of benefit is one year or less.

Advertising Expense

The Company records advertising expense as it is incurred. Advertising expenses were $18.9 million, $19.7 million and $15.5 million for the years ended December 31, 2019, 2018 and 2017, respectively.

Share-Based Compensation

Under the fair value recognition provisions of ASC Subtopic 718-10, share-based compensation cost is measured at the grant date based on the fair value of the award. For awards that vest based on service conditions, this cost is recognized as expense on a straight-line basis over the requisite service period. For awards that vest based on performance conditions, this cost is recognized over the requisite service period if it is probable that the performance conditions will be satisfied. For awards that vest based on market conditions, this cost is recognized over the requisite service period regardless of whether the market condition is met. Determining the fair value of share-based awards at the grant date requires assumptions and judgments, such as expected volatility, among other factors. Refer to Note 11 to the Company's Consolidated Financial Statements for additional disclosures about the Company's share-based compensation cost.

Income Taxes

The Company accounts for income taxes using the liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting basis and tax basis of assets and liabilities and are measured using the enacted tax rates expected to apply to taxable income in the periods in which the deferred tax asset or liability is expected to be realized or settled. Deferred tax assets are reduced by valuation allowances if the Company believes it is more likely than not that some portion or the entire asset will not be realized. The Company has not provided U.S. federal income taxes for temporary differences with respect to investments in foreign subsidiaries, which resulted in tax basis amounts greater than the financial reporting basis at December 31, 2019. It is not apparent that these unrecognized deferred tax assets will reverse in the foreseeable future. If any excess cash held by our foreign subsidiaries were needed to fund operations in the U.S., the Company could presently repatriate available funds with minimal U.S. tax consequences, as calculated for tax law purposes. The Company regularly reviews its tax liabilities on amounts that may be distributed in future periods and provides for foreign withholding and other current and deferred taxes on any such amounts, where applicable.

Prior to the Separation, the operations of the Company were included in a consolidated U.S. federal income tax return filed by iHeartMedia. However, for financial reporting purposes, the Company’s provision for income taxes was computed as if the Company filed separate consolidated U.S. federal income tax returns with its subsidiaries.

Refer to Note 10 to the Company's Consolidated Financial Statements for additional disclosures about the Company's income taxes.

Business Combinations

The Company accounts for its business combinations under the acquisition method of accounting. The total cost of an acquisition is allocated to the underlying identifiable net assets, based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management's judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives and market multiples, among other items. Various acquisition agreements may include contingent purchase consideration based on performance requirements of the investee. The Company accounts for these payments in conformity with the provisions of ASC 805-20-30, which establish the requirements related to the recognition of certain assets and liabilities arising from contingencies.

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Financial Instruments

Due to their short maturities, the carrying amounts of accounts and notes receivable, accounts payable, accrued liabilities and short-term borrowings approximated their fair values at December 31, 2019 and 2018.

Foreign Currency

Results of operations for foreign subsidiaries and foreign equity investees are translated into U.S. dollars using the average exchange rates during the year. The assets and liabilities of those subsidiaries and investees are translated into U.S. dollars using the exchange rates at the balance sheet date. The related translation adjustments are recorded in a separate component of Stockholders’ Deficit on the Consolidated Balance Sheet, within “Accumulated other comprehensive loss.” Foreign currency transaction gains and losses are recorded in current net income (loss), within "Other income (expense), net.”

New Accounting Pronouncements

As previously described in the "Goodwill," "Leased Assets" and "Revenue Recognition" sections of this Note to the Consolidated Financial Statements, respectively, the Company adopted ASU 2017-04 and ASC Topic 842 effective January 1, 2019. Also effective January 1, 2019, the Company early adopted the guidance under ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract, on a prospective basis. This update requires that a customer in a cloud computing arrangement that is a service contract follow the internal-use software guidance in ASC Subtopic 350-40 to determine which implementation costs to capitalize as assets. The implementation of ASU 2018-15 did not have a material impact on our consolidated financial statements and related disclosures.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses, which changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over their remaining life. The new guidance is effective for annual and interim periods beginning after December 15, 2019. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.

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Disaggregation of Revenue

The following table shows revenue from contracts with customers, revenue from leases and total revenue, disaggregated by geographical region, for the years ended December 31, 2019, 2018 and 2017. Unless otherwise noted, revenue for the Company's Americas segment is comprised of revenue in the U.S., while revenue for the Company's International segment is comprised of revenue in the Other Americas, Europe and Asia-Pacific geographical regions.

(In thousands)	Revenue from contracts with customers				Revenue from leases				Total Revenue
Year Ended December 31, 2019
United States(1)	$	687,558			$	585,460			$	1,273,018
Other Americas	67,386				22,187				89,573
Europe(3)	956,979				129,219				1,086,198
Asia-Pacific(4)	219,220				15,801				235,021
Total	$	1,931,143			$	752,667			$	2,683,810
Year Ended December 31, 2018
United States(1)	$	465,307			$	724,041			$	1,189,348
Other Americas	53,186				33,023				86,209
Europe(3)	856,479				293,895				1,150,374
Asia-Pacific(4)	11,943				283,831				295,774
Total	$	1,386,915			$	1,334,790			$	2,721,705
Year Ended December 31, 2017
United States(1)	$	432,667			$	714,711			$	1,147,378
Other Americas(2)	66,051				42,897				108,948
Europe(3)	772,056				287,571				1,059,627
Asia-Pacific(4)	9,966				262,783				272,749
Total	$	1,280,740			$	1,307,962			$	2,588,702

(1)	Included within the Americas segment and United States geographical region is revenue generated from airport displays in the Caribbean.

(2)	In 2017, revenue from the Company's Canada business of $13.7 million, included within the "Other Americas" geographical region in the above table, is included in revenue for the Americas segment as reported in Note 15 to the Consolidated Financial Statements. The Company sold its Canada business in 2017.

(3)	Total revenue from the Company's operations in Europe for each of the years ended December 31, 2019, 2018 and 2017 includes revenue from France of $284 million, $285 million and $270 million, respectively.

(4)	Total revenue from the Company's operations in Asia-Pacific for each of the years ended December 31, 2019, 2018 and 2017 includes revenue from China of $209 million, $273 million and $253 million, respectively.

The Company’s advertising structures, which may be owned or leased, are used to generate revenue, and such revenue may be classified as revenue from contracts with customers or revenue from leases depending on the terms of the contract, as previously described in Note 1 to the Company's Consolidated Financial Statements.

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Revenue from Contracts with Customers

The following tables show the Company’s beginning and ending accounts receivable and deferred revenue balances from contracts with customers:

	Years Ended December 31,
(In thousands)	2019				2018				2017
Accounts receivable, net of allowance, from contracts with customers
Beginning balance	$	367,918			$	346,323			$	296,180
Ending balance	$	581,555			$	367,918			$	346,323
Deferred revenue from contracts with customers
Beginning balance	$	39,916			$	28,804			$	28,924
Ending balance	$	52,589			$	39,916			$	28,804

Bad debt, net of recoveries, related to accounts receivable from contracts with customers was $3.1 million, $3.6 million and $2.7 million during the years ended December 31, 2019, 2018 and 2017, respectively.

During the years ended December 31, 2019, 2018 and 2017, respectively, the Company recognized $36.8 million, $26.4 million and $28.0 million of revenue that was included in the deferred revenue from contracts with customers balance at the beginning of that year.

In 2019, the primary driver for the increase in both the accounts receivable and deferred revenue balances from contracts with customers is related to the implementation of ASC Topic 842 as of January 1, 2019. Because the definition of a lease is more restrictive under the new standard, fewer of our new revenue contracts meet the definition of a lease for accounting purposes, resulting in an increase in the percentage of revenue that is categorized as revenue from contracts with customers as compared to the prior year. In 2018, the primary driver of the increase in the deferred revenue balance related to contracts with customers was the timing of the Company’s billing cycle.

The Company’s contracts with customers generally have terms of one year or less; however, as of December 31, 2019, the Company expects to recognize $121.7 million of revenue in future periods for remaining performance obligations from current contracts with customers that have an original expected duration greater than one year, with the majority of this amount to be recognized over the next five years.

Revenue from Leases

As of December 31, 2019, future lease payments to be received by the Company are as follows:

(In thousands)
2020	$	338,942
2021	32,147
2022	13,681
2023	4,217
2024	3,154
Thereafter	4,003
Total	$	396,144

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Prior to the adoption of ASC Topic 842 on January 1, 2019, total rent expense charged to operations for the years ended December 31, 2018 and 2017 was $1,010 million and $954 million, respectively.

The following table provides the components of ASC Topic 842 lease expense included within the Consolidated Statements of Comprehensive Loss for the year ended December 31, 2019:

(In thousands)	Year Ended December 31, 2019
Operating lease expense	$	533,392
Variable lease expense	$	142,064

The following table provides the weighted-average remaining lease term and the weighted-average discount rate for the Company's operating leases as of December 31, 2019:

	December 31, 2019
Operating lease weighted-average remaining lease term (in years)	10.2
Operating lease weighted-average discount rate	6.87	%

As of December 31, 2019, the Company’s future maturities of operating lease liabilities were as follows:

(In thousands)
2020	$	498,304
2021	389,009
2022	307,019
2023	246,427
2024	199,947
Thereafter	1,252,384
Total lease payments	$	2,893,090
Less: Effect of discounting	(945,465		)
Total operating lease liability	$	1,947,625

The following table provides supplemental cash flow information related to leases:

(In thousands)	Year Ended December 31, 2019
Cash paid for amounts included in measurement of operating lease liabilities	$	527,812
Lease liabilities arising from obtaining right-of-use assets(1)	$	2,318,161

(1)	Includes transition liabilities upon adoption of ASC Topic 842, as well as new leases entered into during the year ended December 31, 2019. Changes in the ROU asset and liability are presented net within operating activities.

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Property, Plant and Equipment

The Company’s property, plant and equipment consisted of the following classes of assets as of December 31, 2019 and 2018, respectively.

(In thousands)	December 31,				December 31,
	2019				2018
Land, buildings and improvements	$	149,889			$	145,403
Structures	2,832,797				2,835,411
Furniture and other equipment	234,183				202,155
Construction in progress	84,289				73,030
	3,301,158				3,255,999
Less: Accumulated depreciation	2,090,004				1,967,061
Property, plant and equipment, net	$	1,211,154			$	1,288,938

Intangible Assets

The following table presents the gross carrying amount and accumulated amortization for each major class of intangible assets as of December 31, 2019 and 2018, respectively:

(In thousands)	December 31, 2019								December 31, 2018
	Gross Carrying Amount				Accumulated Amortization				Gross Carrying Amount				Accumulated Amortization
Indefinite-lived permits	$	965,863			$	—			$	971,163			$	—
Transit, street furniture and other outdoor contractual rights	535,912				(451,021		)		528,185				(440,228		)
Permanent easements	163,399				—				163,317				—
Trademarks(1)	83,569				(5,898		)		409				(338		)
Other	5,352				(4,648		)		5,510				(3,993		)
Total intangible assets	$	1,754,095			$	(461,567	)		$	1,668,584			$	(444,559	)

(1)

As part of the Separation Agreement, the Trademark License Agreement with iHeartCommunications was canceled, and the Company received the "Clear Channel" and "Clear Channel Outdoor" trademarks, among other Clear Channel marks, as a capital contribution from iHeartCommunications upon Separation on May 1, 2019. The trademarks have a gross carrying amount of $83.2 million and were determined to have a useful life of ten years as of May 1, 2019.

Total amortization expense related to definite-lived intangible assets for the years ended December 31, 2019, 2018 and 2017 was $21.4 million, $20.0 million, and $27.9 million, respectively.

The following table presents the Company’s estimate of future amortization expense; however, in the event that acquisitions and dispositions occur in the future, amortization expense may vary.

(In thousands)
2020	$	22,155
2021	22,410
2022	20,630
2023	16,236
2024	16,106
Thereafter	65,729
Total	$	163,266

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Goodwill

The following table presents the changes in the carrying amount of goodwill in each of the Company’s reportable segments:

(In thousands)	Americas				International				Consolidated
Balance as of December 31, 2017	$	507,819			$	206,224			$	714,043
Foreign currency	—				(8,040		)		(8,040		)
Balance as of December 31, 2018	$	507,819			$	198,184			$	706,003
Foreign currency	—				(1,845		)		(1,845		)
Balance as of December 31, 2019	$	507,819			$	196,339			$	704,158

The balance at December 31, 2017 is net of cumulative impairments of $2.6 billion and $272.1 million in the Company’s Americas and International segments, respectively.

The following table presents the activity related to the Company’s asset retirement obligation:

(In thousands)	Years Ended December 31,
	2019				2018
Beginning balance	$	43,981			$	44,779
Adjustment due to changes in estimates	88				872
Accretion of liability	3,179				3,113
Liabilities settled	(2,973		)		(3,389		)
Foreign currency	(452		)		(1,394		)
Ending balance	$	43,823			$	43,981

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Long-term debt outstanding at December 31, 2019 and 2018 consisted of the following:

(In thousands)	December 31,				December 31,
	2019				2018
Term Loan Facility(1),(2)	$	1,995,000			$	—
Revolving Credit Facility(3)	—				—
Receivables-Based Credit Facility(3)	—				—
Clear Channel Outdoor Holdings 5.125% Senior Notes Due 2027(1)	1,250,000				—
Clear Channel Worldwide Holdings 9.25% Senior Notes Due 2024(4)	1,901,525				—
Clear Channel Worldwide Holdings 6.5% Senior Notes Due 2022(1)	—				2,725,000
Clear Channel Worldwide Holdings 7.625% Senior Subordinated Notes Due 2020(4)	—				2,200,000
Clear Channel International B.V. 8.75% Senior Notes Due 2020(1)	—				375,000
Other debt(5)	4,161				3,882
Original issue discount	(9,561		)		(739		)
Long-term debt fees	(57,107		)		(25,808		)
Total debt	5,084,018				5,277,335
Less: Current portion(2),(5)	20,294				227
Total long-term debt	$	5,063,724			$	5,277,108

(1)

In August 2019, the Company refinanced all of Clear Channel Worldwide Holdings, Inc.'s ("CCWH") outstanding 6.5% Series A Senior Notes due 2022 (the "Series A CCWH Senior Notes") and 6.5% Series B Senior Notes due 2022 (the "Series B CCWH Senior Notes" and together with the Series A CCWH Senior Notes, the "CCWH Senior Notes") and all of Clear Channel International B.V.'s outstanding 8.75% Senior Notes due 2020 (the "CCIBV Senior Notes") with the proceeds of $1,250.0 million aggregate principal amount of new 5.125% Senior Secured Notes due 2027 (the "CCOH Senior Secured Notes") and a new $2,000.0 million Term B Facility (the "New Term Loan Facility").

(2)	The term loans under the New Term Loan Facility amortize in equal quarterly installments in an aggregate annual amount equal to 1.00% of the original principal amount of such term loans, with the first quarterly payment made on December 31, 2019 and the balance being payable on August 23, 2026.

(3)

In connection with the refinancing in August 2019 described in footnote (1) above, the Company entered into a $175.0 million revolving credit facility (the "New Revolving Credit Facility") and terminated its existing receivables-based facility and entered into a new $125.0 million receivables-based credit facility (the "New Receivables-Based Credit Facility"). As of December 31, 2019, the New Revolving Credit Facility had $20.2 million of letters of credit outstanding, resulting in $154.8 million of excess availability. The New Receivables-Based Credit Facility had a borrowing base greater than its borrowing limit of $125.0 million and $48.9 million of letters of credit outstanding, resulting in $76.1 million of excess availability. Access to availability under these credit facilities is limited by the covenants relating to incurrence of secured indebtedness in the New CCWH Senior Notes Indenture. Additionally, as of December 31, 2019, iHeartCommunications had outstanding commercial standby letters of credit of $0.9 million held on behalf of the Company.

(4)

In February 2019, the Company refinanced all of CCWH's outstanding 7.625% Series A Senior Subordinated Notes due 2020 (the “Series A CCWH Subordinated Notes”) and 7.625% Series B Senior Subordinated Notes due 2020 (the “Series B CCWH Subordinated Notes” and together with the Series A CCWH Subordinated Notes, the "CCWH Subordinated Notes") with the proceeds of the issuance of $2,235.0 million aggregate principal amount of CCWH's new 9.25% Senior Notes due 2024 (which were senior subordinated notes at the time of issuance in February 2019 but ceased to be subordinated on August 23, 2019 upon the closing of the refinancing transactions described in footnote (1) above) (the “New CCWH Senior Notes”). In August 2019, the Company redeemed approximately $333.5 million aggregate principal amount of the New CCWH Senior Notes using the net proceeds of a public offering of common stock.

(5)	Other debt includes various borrowings and capital leases utilized for general operating purposes. Included in the $4.2 million balance at December 31, 2019 is $0.3 million that matures in less than one year.

As a result of the debt refinancing transactions and redemptions described in the footnotes to the above table, the Company recognized debt extinguishment losses of $101.7 million during the year ended December 31, 2019.

The aggregate market value of the Company’s debt based on market prices for which quotes were available was approximately $5.4 billion and $5.2 billion at December 31, 2019 and December 31, 2018, respectively. Under the fair value hierarchy established by ASC 820-10-35, the market value of the Company’s debt is classified as Level 1.

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New Senior Secured Credit Facilities

On August 23, 2019, the Company and the guarantors thereof entered into a credit agreement (the “New Senior Secured Credit Agreement”) with Deutsche Bank AG New York Branch, as administrative agent and collateral agent, the syndication agent party thereto, the co-documentation agents party thereto, the lenders party thereto, and the joint lead arrangers and joint bookrunners party thereto. The New Senior Secured Credit Agreement governs the Company’s New Term Loan Facility and New Revolving Credit Facility.

Size and Availability

The New Senior Secured Credit Agreement provides for the New Term Loan Facility in an aggregate principal amount of $2,000.0 million and the New Revolving Credit Facility in an aggregate principal amount of $175.0 million. Proceeds from the New Term Loan Facility were fully used at closing. No drawings were made under the New Revolving Credit Facility at closing.

The Company is the borrower under the New Senior Secured Credit Facilities. The New Revolving Credit Facility includes sub-facilities for letters of credit and for short-term borrowings referred to as the swing line borrowings. In addition, the New Senior Secured Credit Agreement provides that the Company may request at any time, subject to customary and other conditions, incremental term loans or incremental revolving credit commitments. The lenders under the New Senior Secured Credit Facilities are not under any obligation to provide any such incremental loans or commitments, and any such addition of or increase in loans will be subject to certain customary conditions precedent and other provisions.

Interest Rate and Fees

Borrowings under the New Senior Secured Credit Agreement bear interest at a rate per annum equal to the Applicable Rate (as defined therein) plus, at the Company’s option, either (a) a base rate determined by reference to the highest of (1) the Federal Funds Rate plus 0.50%, (2) the rate of interest in effect for such date as publicly announced from time to time by the administrative agent as its “prime rate” and (3) the Eurocurrency rate that would be calculated as of such day in respect of a proposed Eurocurrency rate loan with a one-month interest period plus 1.00%, or (b) a Eurocurrency rate that is equal to the LIBOR rate as published by Bloomberg two business days prior to the commencement of the interest period.

Amortization and Maturity

The term loans under the New Term Loan Facility amortize in equal quarterly installments in an aggregate annual amount equal to 1.00% of the original principal amount of such term loans, with the balance being payable on August 23, 2026. The New Revolving Credit Facility matures on August 23, 2024.

Prepayments

The New Senior Secured Credit Facilities contain customary mandatory prepayments, including with respect to excess cash flow, asset sale proceeds and proceeds from certain incurrences of indebtedness.

The Company may voluntarily repay outstanding loans under the New Senior Secured Credit Facilities at any time without premium or penalty, other than customary breakage costs with respect to LIBOR loans; provided, however, that any voluntary prepayment, refinancing or repricing of the term loans under the New Term Loan Facility in connection with certain repricing transactions that occur prior to the six-month anniversary of the closing of the New Senior Secured Credit Facilities shall be subject to a prepayment premium of 1.00% of the principal amount of the term loans so prepaid, refinanced or repriced.

Guarantees and Security

The New Senior Secured Credit Facilities are guaranteed by certain existing and wholly-owned domestic subsidiaries of the Company. All obligations under the New Senior Secured Credit Facilities and the guarantees of those obligations are secured by a perfected first priority security interest in all of the Company’s and the guarantors’ assets securing the New Senior Secured Credit Facilities on a pari passu basis with the liens on such assets (other than the assets securing the Company’s New Receivables-Based Credit Facility) (such assets, other than accounts receivable and certain other assets, the “CCOH Senior Secured Notes Priority Collateral”) and a perfected second priority security interest in all of the Company’s and the guarantors’ assets securing the New Receivables-Based Credit Facility on a first-priority basis (the “ABL Priority Collateral” and, together with the CCOH Senior Secured Notes Priority Collateral, the “CCOH Senior Secured Notes Collateral”).

Certain Covenants

The New Senior Secured Credit Agreement contains a springing financial covenant which is applicable solely to the New Revolving Credit Facility commencing with the quarter ending December 31, 2019. The springing financial covenant requires compliance with a first lien net leverage ratio of 7.60 to 1.00, with a stepdown to 7.10 to 1.00 commencing with the last day of the fiscal quarter ending June 30, 2021. The financial covenant is tested on the last day of any fiscal quarter only under certain conditions set forth in the New Senior Secured Credit Agreement.

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The New Senior Secured Credit Agreement also includes negative covenants that, subject to significant exceptions, limit the Company’s ability and the ability of its restricted subsidiaries to, among other things: incur additional indebtedness; create liens on assets; engage in mergers, consolidations, liquidations and dissolutions; sell assets; pay dividends and distributions or repurchase capital stock; make investments, loans, or advances; prepay certain junior indebtedness; engage in certain transactions with affiliates; enter into agreements which limit its ability and the ability of its restricted subsidiaries to incur restrictions on their ability to make distributions; and amend or waive organizational documents.

As of December 31, 2019, the Company was in compliance with all covenants contained in the New Senior Secured Credit Agreement.

New Receivables-Based Credit Facility

On August 23, 2019, concurrently with the entry into the New Senior Secured Credit Agreement, the Company entered into a new receivables-based credit agreement (the “New Receivables-Based Credit Agreement”) with Deutsche Bank AG New York Branch, as administrative agent, collateral agent, swing line lender and L/C issuer, the other lenders and L/C issuers party thereto, the joint lead arrangers and bookrunners party thereto and the co-documentation agents party thereto. The New Receivables-Based Credit Agreement governs the Company’s New Receivables-Based Credit Facility.

The Company and certain of its subsidiaries are borrowers under the New Receivables-Based Credit Facility. The New Receivables-Based Credit Facility includes sub-facilities for letters of credit and for short-term borrowings referred to as the swing line borrowings. In addition, the New Receivables-Based Credit Agreement provides that the Company has the right at any time, subject to customary conditions, to request incremental commitments on terms set forth in the New Receivables-Based Credit Agreement.

Size and Availability

The New Receivables-Based Credit Agreement provides for an asset-based revolving credit facility, with amounts available from time to time (including in respect of letters of credit) equal to the lesser of (i) the borrowing base, which equals 85.0% of the eligible accounts receivable of the borrower and the subsidiary borrowers, subject to customary eligibility criteria minus any reserves, and (ii) the aggregate revolving credit commitments. The aggregate revolving credit commitments are $125.0 million.

Interest Rate and Fees

Borrowings under the New Receivables-Based Credit Agreement bear interest at a rate per annum equal to the Applicable Rate (as defined therein) plus, at the Company’s option, either (1) a base rate determined by reference to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the rate of interest in effect for such date as publicly announced from time to time by the administrative agent as its “prime rate,” (c) the Eurocurrency rate that would be calculated as of such day in respect of a proposed Eurocurrency rate loan with a one-month interest period plus 1.00% and (d) 0.00%, or (2) a Eurocurrency rate equal to the LIBOR rate as published by Bloomberg two business days prior to the commencement of the interest period.

In addition to paying interest on outstanding principal under the New Receivables-Based Credit Agreement, the Company is required to pay a commitment fee to the lenders under the New Receivables-Based Credit Agreement in respect of the unutilized revolving commitments thereunder. The Company is also required to pay a customary letter of credit fee for each issued letter of credit.

Maturity

Borrowings under the New Receivables-Based Credit Agreement mature, and lending commitments thereunder terminate, on August 23, 2024.

Prepayments

If at any time, the outstanding amount under the New Receivables-Based Credit Agreement exceeds the lesser of (i) the aggregate amount committed by the revolving credit lenders and (ii) the borrowing base, the Company will be required to prepay first, any protective advances, and second, any outstanding revolving loans and swing line loans and/or cash collateralize letters of credit in an aggregate amount equal to such excess, as applicable.

Subject to customary exceptions and restrictions, the Company may voluntarily repay outstanding amounts under the New Receivables-Based Credit Agreement at any time without premium or penalty. Any voluntary prepayments made will not reduce commitments under the New Receivables-Based Credit Agreement.

Guarantees and Security

The New Receivables-Based Credit Facility is guaranteed by certain subsidiaries of the Company that guarantee the New Senior Secured Credit Agreement. All obligations under the New Receivables-Based Credit Agreement and the guarantees of those obligations are secured by a perfected first priority security interest in the ABL Priority Collateral and a perfected second priority security interest in the CCOH Senior Secured Notes Priority Collateral.

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Certain Covenants

The New Receivables-Based Credit Agreement contemplates that if borrowing availability is less than an amount set forth therein, the Company will be required to comply with a fixed charge coverage ratio of no less than 1.00 to 1.00 for the most recent period of four consecutive fiscal quarters ended prior to the occurrence of the Covenant Trigger Period (as defined in the New Receivables-Based Credit Agreement), and will be required to continue to comply with this minimum fixed charge coverage ratio for a certain period of time until borrowing availability recovers. The fixed charge coverage ratio did not apply for the four quarters ended December 31, 2019 because a Covenant Trigger Period was not in effect.

The New Receivables-Based Credit Agreement also includes negative covenants that, subject to significant exceptions, limit the Company’s ability and the ability of its restricted subsidiaries to, among other things: incur additional indebtedness; create liens on assets; engage in mergers, consolidations, liquidations and dissolutions; sell assets; pay dividends and distributions or repurchase capital stock; make investments, loans, or advances; prepay certain junior indebtedness; engage in certain transactions with affiliates; enter into agreements which limit its ability and the ability of its restricted subsidiaries to incur restrictions on their ability to make distributions; and amend or waive organizational documents.

As of December 31, 2019, the Company was in compliance with all covenants contained in the New Receivables-Based Credit Agreement.

5.125% Senior Secured Notes Due 2027

On August 23, 2019, concurrently with the entry into the New Senior Secured Credit Agreement and New Receivables-Based Credit Facility, the Company completed the sale of $1,250.0 million in aggregate principal amount of CCOH Senior Secured Notes. The CCOH Senior Secured Notes were issued pursuant to an indenture, dated as of August 23, 2019 (the “CCOH Senior Secured Notes Indenture”), among the Company, the subsidiaries of the Company acting as guarantors party thereto, and U.S. Bank National Association, as trustee and as collateral agent. The CCOH Senior Secured Notes mature on August 15, 2027 and bear interest at a rate of 5.125% per annum. Interest on the CCOH Senior Secured Notes is payable to the holders thereof semi-annually on February 15 and August 15 of each year, beginning on February 15, 2020.

Guarantees and Security

The CCOH Senior Secured Notes are guaranteed fully and unconditionally on a senior secured basis by the Company’s existing and future wholly-owned domestic subsidiaries that guarantee the Company’s obligations under the New Term Loan Facility and the New Revolving Credit Facility.

The CCOH Senior Secured Notes and the guarantees thereof are secured on a first-priority basis by security interests in the CCOH Senior Secured Notes Priority Collateral and on a second-priority basis by security interests in the ABL Priority Collateral, in each case, other than any excluded assets and subject to intercreditor agreements.

The CCOH Senior Secured Notes and the guarantees are general senior secured obligations of the Company and the guarantors thereof and rank pari passu in right of payment with the Company’s and the guarantors’ existing and future senior indebtedness, including the New Senior Secured Credit Facilities, the New Receivables-Based Credit Facility and the New CCWH Senior Notes (which on August 23, 2019 ceased to be subordinated indebtedness).

Redemptions

The Company may redeem all or a portion of the CCOH Senior Secured Notes beginning on August 15, 2022 at the redemption prices set forth in the CCOH Senior Secured Notes Indenture. Prior to August 15, 2022 the Company may redeem all or a portion of the CCOH Senior Secured Notes at a redemption price equal to 100% of the principal amount of the CCOH Senior Secured Notes plus the “make-whole” premium described in the CCOH Senior Secured Notes Indenture. The Company may redeem up to 40% of the aggregate principal amount of the CCOH Senior Secured Notes at any time prior to August 15, 2022 using the net proceeds from certain equity offerings at 105.125% of the principal amount of the CCOH Senior Secured Notes. During any twelve month period prior to August 15, 2022, subject to certain exceptions and conditions, the Company may also redeem up to 10% of the then outstanding aggregate principal amount of CCOH Senior Secured Notes at a redemption price equal to 103% of the aggregate principal amount of the CCOH Senior Secured Notes being redeemed, provided that at the time of any such redemption, there are no outstanding borrowings under the New Senior Secured Credit Facilities (including any amounts drawn under any revolving credit facility or other borrowings outstanding in respect of any term loans), and no such redemption can be made with the proceeds of any indebtedness that refinances existing indebtedness.

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Certain Covenants

The CCOH Senior Secured Notes Indenture contains covenants that limit the Company’s ability and the ability of its restricted subsidiaries to, among other things: incur or guarantee additional debt or issue certain preferred stock; redeem, purchase or retire subordinated debt; make certain investments; create restrictions on the payment of dividends or other amounts from the Company’s restricted subsidiaries that are not Guarantors; enter into certain transactions with affiliates; merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of the Company’s assets; sell certain assets, including capital stock of the Company’s subsidiaries; designate the Company’s subsidiaries as unrestricted subsidiaries; pay dividends, redeem or repurchase capital stock or make other restricted payments; and incur certain liens. As of December 31, 2019, the Company was in compliance with all covenants contained in the CCOH Senior Secured Notes Indenture.

9.25% Senior Notes Due 2024

On February 12, 2019, CCWH completed the sale of $2,235.0 million in aggregate principal amount of New CCWH Senior Notes. The New CCWH Senior Notes were issued pursuant to an indenture, dated as of February 12, 2019 (the “New CCWH Senior Notes Indenture”), among CCWH, the Company, CCO and the other guarantors party thereto, and U.S. Bank National Association, as trustee, paying agent, registrar and transfer agent. The New CCWH Senior Notes mature on February 15, 2024 and bear interest at a rate of 9.25% per annum. Prior to the Separation, interest was payable weekly in arrears; however, following the Separation, interest is payable to the holders of the New CCWH Senior Notes semi-annually on February 15 and August 15 of each year.

Guarantees and Ranking

Upon issuance, the New CCWH Senior Notes and the guarantees thereof were unsecured senior subordinated obligations of CCWH and the guarantors. On August 23, 2019, following the refinancing of the CCWH Senior Notes with the CCOH Senior Secured Notes and New Term Loan Facility, the New CCWH Senior Notes ceased to be subordinated indebtedness and became senior obligations of CCWH, the Company and the other guarantors thereto in accordance with the terms of the indenture governing the CCWH Senior Notes and, beginning on that date and at all times thereafter, rank pari passu in right of payment with the CCOH Senior Secured Notes, the New Term Loan Facility and New Revolving Credit Facility (together, the "New Senior Secured Credit Facilities") and the New Receivables-Based Credit Facility. On the same date, certain subsidiaries of the Company which are acting as guarantors for the CCOH Senior Secured Notes, the New Senior Secured Credit Facilities and the New Receivables-Based Credit Facility, but which were not previously guarantors of the New CCWH Senior Notes, entered into a supplemental indenture to the New CCWH Senior Notes Indenture to become guarantors thereunder.

Registration Rights

Pursuant to the Registration Rights Agreement, dated February 12, 2019, CCWH, the Company and the guarantors are required to use their commercially reasonable efforts to file with the Securities and Exchange Commission no later than April 30, 2020 a registration statement to register the New CCWH Senior Notes and the guarantees thereof and to cause the registration statement to become effective no later than June 9, 2020. CCWH, the Company and the guarantors have not yet filed the registration statement but expect to comply with the deadlines set forth in the Registration Rights Agreement.

Redemptions

CCWH may redeem the New CCWH Senior Notes at its option, in whole or part, at any time prior to February 15, 2021, at a price equal to 100% of the principal amount of the New CCWH Senior Notes redeemed, plus a make-whole premium, plus accrued and unpaid interest to the redemption date. CCWH may redeem the New CCWH Senior Notes, in whole or in part, on or after February 15, 2021, at the redemption prices set forth in the New CCWH Senior Notes Indenture plus accrued and unpaid interest to the redemption date. At any time prior to February 15, 2021, CCWH may elect to redeem up to 40% of the aggregate principal amount of the New CCWH Senior Notes at a redemption price equal to 109.25% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equity offerings. In addition, CCWH may redeem up to 20% of the aggregate principal amount of the New CCWH Senior Notes at any time prior to February 15, 2021, using the net proceeds from certain other equity offerings at 103% of the principal amount of the New CCWH Senior Notes. CCWH is permitted to use these two redemption options concurrently but is not permitted to redeem, in the aggregate, more than 40% of the principal amount of the New CCWH Senior Notes pursuant to these options.

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Certain Covenants

The New CCWH Senior Notes Indenture contains covenants that limit the Company’s ability and the ability of its restricted subsidiaries to, among other things: incur or guarantee additional debt or issue certain preferred stock; redeem, purchase or retire subordinated debt; make certain investments; create restrictions on the payment of dividends or other amounts from the Company’s restricted subsidiaries that are not Guarantors; enter into certain transactions with affiliates; merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of the Company’s assets; sell certain assets, including capital stock of the Company’s subsidiaries; designate the Company’s subsidiaries as unrestricted subsidiaries; pay dividends, redeem or repurchase capital stock or make other restricted payments; and incur certain liens. As of December 31, 2019, the Company was in compliance with all covenants contained in the New CCWH Senior Notes Indenture.

Future Maturities of Long-term Debt

Future maturities of long-term debt as of December 31, 2019 are as follows:

(in thousands)
2020	$	20,294
2021	20,346
2022	20,381
2023	20,420
2024	1,921,984
Thereafter	3,147,261
Total(1)	$	5,150,686

(1)	Excludes original issue discount and long-term debt fees of $9.6 million and $57.1 million, respectively, which are amortized through interest expense over the life of the underlying debt obligations.

Surety Bonds and Guarantees

As of December 31, 2019, the Company had $102.8 million and $32.4 million in surety bonds and bank guarantees outstanding, respectively. A portion of these outstanding surety bonds and bank guarantees was supported by $15.9 million of cash collateral. These surety bonds and bank guarantees relate to various operational matters, including insurance, bid, concession and performance bonds, as well as other items.

On May 1, 2019, the Company issued and sold 45,000 shares of Series A Perpetual Preferred Stock (the "Preferred Stock"), par value $0.01 per share, having an aggregate initial liquidation preference of $45.0 million for a cash purchase price of $45.0 million, before fees and expenses.

The terms and conditions of the Preferred Stock and the rights of its holders are set forth in the Certificate of Designation of Series A Perpetual Preferred Stock (the “Certificate of Designation”) of the Company filed with the office of the Secretary of State of the State of Delaware on May 1, 2019, and the Series A Investors Rights Agreement, dated as of May 1, 2019, by and among the Company, CCWH, and the purchaser listed therein (the “Investors Rights Agreement”). Shares of the Preferred Stock rank senior in priority of payment to our common equity interests, preferred stock junior to the Preferred Stock, and other equity interests and preferred stock that do not expressly provide that such equity interest or preferred stock ranks senior to or pari passu with the Preferred Stock in any liquidation or winding up of the Company.

Dividends on the Preferred Stock accrue on a daily basis at the applicable dividend rate on the then-current liquidation preference of the Preferred Stock. Dividends will either (a) be payable in cash, if and to the extent declared by the board of directors, or (b) be added to the liquidation preference. The dividend rate will be equal to (i) the greater of (a) a published LIBOR rate or (b) 2% plus (ii) either a cash dividend margin or an accruing dividend margin, in each case based on the Company's consolidated leverage ratio, subject to certain adjustments. At any leverage ratio, the accruing dividend margin will exceed the cash dividend margin by 1.5%. Dividends, if declared, will be payable on March 31, June 30, September 30 and December 31 of each year (or on the next business day if such date is not a business day). No dividend may be declared unless paid immediately in cash (it being understood that no dividends may be declared and paid in securities or otherwise "in kind").

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The Company may redeem the Preferred Stock, at its option, at any time on or after May 1, 2022 in cash at a redemption price equal to the liquidation preference per share. Upon consummation of certain equity offerings prior to May 1, 2022, the Company may, at its option, redeem all or a part of the Preferred Stock for the liquidation preference plus a make-whole premium. In addition, upon the occurrence of, among other things (i) any change of control, (ii) a liquidation, dissolution, or winding up, (iii) certain insolvency events, or (iv) certain asset sales, each holder may require the Company to redeem for cash all of such holder's then outstanding shares of Preferred Stock. In addition, each holder of Preferred Stock may require the Company to purchase all or any portion of such holder’s shares of Preferred Stock on or after May 1, 2024. On May 1, 2029, the Preferred Stock will be subject to mandatory redemption for an amount equal to the liquidation preference, unless waived by the holders.

The Certificate of Designation limits the Company's ability to incur additional debt or any other security ranking pari passu with or senior to the Preferred Stock, other than in (a) an amount not to exceed $300 million on a cumulative basis or (b) subject to an incurrence-based leverage test, subject to other customary carve-outs. The Certificate of Designation also sets forth certain limitations on the Company’s ability to declare or make certain dividends and distributions and engage in certain reorganizations.

Subject to certain exceptions, the holders of Preferred Stock have no voting power and no right to vote on any matter at any time, either as a separate series or class or together with any other series or class of shares of capital stock, and are not be entitled to call a meeting of such holders for any purpose, nor are they entitled to participate in any meeting of the holders of the Company’s common stock. However, if dividends on the Preferred Stock have not been paid, in cash, for twelve consecutive quarters, the holders of the Preferred Stock shall have the right to designate one member to the Company’s board of directors.

During 2019, the Company paid cash dividends on its Preferred Stock of $2.8 million. As of December 31, 2019, the liquidation preference of the Preferred Stock was approximately $46.1 million.

Commitments

The Company has various commitments under non-cancelable contracts, including contracts that meet the definition of a lease under ASC Topic 842. Non-cancelable contracts that provide the supplier with a substantive substitution right regarding the property, plant and equipment used to fulfill the contract do not meet the definition of a lease for accounting purposes and have been included within non-lease non-cancelable contracts in the table below.

Additionally, the Company has commitments relating to required purchases of property, plant, and equipment under certain street furniture contracts, and certain of the Company’s contracts contain penalties for not fulfilling its commitments related to its obligations to build bus stops, kiosks and other public amenities or advertising structures. Historically, any such penalties have not materially impacted the Company’s financial position or results of operations.

As of December 31, 2019, the Company’s future minimum payments under non-lease non-cancelable contracts in excess of one year and capital expenditure commitments consisted of the following:

(In thousands)	Non-Lease				Capital
	Non-Cancelable				Expenditure
	Contracts				Commitments
2020	$	322,031			$	48,680
2021	290,764				10,992
2022	251,439				9,714
2023	200,373				3,127
2024	146,879				2,585
Thereafter	342,122				3,550
Total	$	1,553,608			$	78,648

Refer to Note 3 to the Consolidated Financial Statements for the Company’s future maturities of operating lease liabilities as of December 31, 2019.

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Legal Proceedings

The Company and its subsidiaries are currently involved in certain legal proceedings arising in the ordinary course of business and, as required, have accrued an estimate of the probable costs for the resolution of those claims for which the occurrence of loss is probable and the amount can be reasonably estimated. These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. It is possible, however, that future results of operations for any particular period could be materially affected by changes in the Company’s assumptions or the effectiveness of its strategies related to these proceedings. Additionally, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on the Company’s financial condition or results of operations. 

Although the Company is involved in a variety of legal proceedings in the ordinary course of business, a large portion of the Company’s litigation arises in the following contexts: commercial disputes, employment and benefits related claims, land use and zoning, governmental fines, intellectual property claims and tax disputes.

China Investigation

Two former employees of Clear Media Limited, an indirect, non-wholly-owned subsidiary of the Company whose ordinary shares are listed on the Hong Kong Stock Exchange, have been convicted in China of certain crimes, including the crime of misappropriation of funds, and sentenced to imprisonment. The Company is not aware of any litigation, claim or assessment pending against the Company in relation to this investigation. Based on information known to date, the Company believes any contingent liabilities arising from potential misconduct that has been or may be identified by the investigation in China are not material to the Company’s consolidated financial statements. The effect of the misappropriation of funds is reflected in these financial statements in the appropriate periods.

The Company advised both the United States Securities and Exchange Commission and the United States Department of Justice of the investigation at Clear Media Limited and is cooperating to provide documents, interviews and information in response to inquiries from the agencies. The Clear Media Limited investigation could implicate the books and records, internal controls and anti-bribery provisions of the U.S. Foreign Corrupt Practices Act, which statute and regulations provide for potential monetary penalties as well as criminal and civil sanctions. It is possible that monetary penalties and other sanctions could be assessed on the Company in connection with this matter. The nature and amount of any monetary penalty or other sanctions cannot reasonably be estimated at this time and could be qualitatively or quantitatively material to the Company.

Italy Investigation

During the three months ended June 30, 2018, the Company identified misstatements associated with VAT obligations in its business in Italy, which resulted in an understatement of its VAT obligation. These misstatements resulted in an understatement of other long-term liabilities of $16.9 million as of December 31, 2017. The effect of these misstatements is reflected in the historical financial statements in the appropriate periods. Upon identification of these misstatements, the Company undertook certain procedures, including a forensic investigation. In addition, the Company voluntarily disclosed the matter and findings to the Italian tax authorities in order to commence a discussion on the appropriate calculation of the VAT position. The current expectation is that the Company may have to repay to the Italian tax authority a substantial portion of the VAT previously applied as a credit in relation to the transactions under investigation, amounting to approximately $20.4 million, including estimated possible penalties and interest. The Company made payments of $6.9 million and $1.2 million, net of VAT recoverable, during the fourth quarters of 2018 and 2019, respectively, and expects to pay the remainder during 2020. The ultimate amount to be paid may differ from the Company's estimates, and such differences may be material.

Other Contingencies

In various areas in which the Company operates, outdoor advertising is the object of restrictive and, in some cases, prohibitive zoning and other regulatory provisions, either enacted or proposed. The impact to the Company of loss of displays due to governmental action has been somewhat mitigated by Federal and state laws mandating compensation for such loss and constitutional restraints.

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Merger Agreement

On March 27, 2019, as contemplated by the Settlement Agreement and the iHeartMedia Plan of Reorganization, CCH and its subsidiary, CCOH, entered into an Agreement and Plan of Merger (the "Merger Agreement"). On May 1, 2019, CCOH merged with and into CCH, with CCH surviving the Merger. The Merger was effected through a series of transactions, as follows:

•	Prior to the Merger, the 315,000,000 shares of CCOH's Class B Common Stock ("Old CCOH Class B Common Stock") held by CCH were converted into shares of CCOH's Class A Common Stock (the "Old CCOH Class A Common Stock");

•	At the effective time of the Merger, each share of Old CCOH Class A Common Stock issued and outstanding (other than shares of Old CCOH Class A Common Stock held by CCH) converted into one share of common stock of the Company (the "Common Stock”);

•	The 325,726,917 shares of Old CCOH Class A Common Stock held by CCH were canceled and retired, and no shares of Common Stock were exchanged for such shares; and

•	All outstanding shares of CCH's common stock, all held by iHeartCommunications immediately before the Merger, were converted into 325,726,917 shares of Common Stock and transferred to certain holders of claims in iHeartMedia Chapter 11 Cases pursuant to the iHeartMedia Plan of Reorganization.

As a result, immediately after the Merger, CCH had a single class of common stock, and the holders of Old CCOH Class A Common Stock owned the same percentage of the Company that they owned of CCOH immediately before the Merger. At the effective time of the Merger, CCH changed its name to Clear Channel Outdoor Holdings, Inc.

Separation Agreement

On March 27, 2019, CCH, CCOH, iHeartMedia and iHeartCommunications entered into the Separation Agreement governing the terms of the separation of the Outdoor Group from the iHeart Group, immediately after giving effect to the Transactions.

Pursuant to the Separation Agreement, on May 1, 2019, (i) the iHeart Group transferred to the Outdoor Group any and all direct or indirect title and interest in the assets that are primarily related to or used primarily in connection with the Outdoor Business after giving effect to the Transactions (such assets, the “Outdoor Assets”), excluding certain excluded assets, and (ii) the Outdoor Group transferred to the iHeart Group any and all direct or indirect title and interest in the assets of the business conducted by the iHeart Group after giving effect to the Transactions, including the radio business (the “iHeart Business” and such assets, the “iHeart Assets”). At the same time as the transfer of the Outdoor Assets from the iHeart Group to the Outdoor Group, the members of the Outdoor Group assumed the liabilities associated with the Outdoor Business, subject to certain exceptions as set forth in the Separation Agreement. Additionally, at the same time as the transfer of the iHeart Assets from the Outdoor Group to the iHeart Group, the members of the iHeart Group assumed the liabilities associated with the iHeart Business, subject to certain exceptions as set forth in the Separation Agreement.

Also pursuant to the Separation Agreement, any agreements or licenses requiring royalty payments to the iHeart Group by the Outdoor Group for trademarks or other intellectual property terminated effective as of December 31, 2018, and upon consummation of the Separation, certain intercompany notes and intercompany accounts among the Outdoor Group and the iHeart Group were settled, terminated and canceled, including the revolving promissory note payable by iHeartCommunications to the Company (the "Due from iHeartCommunications Note"). Refer to the "Due from iHeartCommunications" section of this Note to our Consolidated Financial Statements for additional details.

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The Separation Agreement also provided for (i) the repayment of the post-petition intercompany balance outstanding in favor of the Debtors as of December 31, 2018, which was equal to $21.6 million as of that date and (ii) the waiver of the set-off value of any royalties and IP license fees owed to iHeartCommunications equal to approximately $31.8 million from March 14, 2018 through December 31, 2018, such that the resulting intercompany balance on such date was $10.2 million in favor of the Company. Pursuant to an amendment to the Separation Agreement, the Company offset the $149.0 million amount owed to it by the iHeart Group for recovery of the Due from iHeartCommunications Note by $52.1 million (which is the additional intercompany liability incurred by the Company in favor of iHeartCommunications from January 1, 2019 through March 31, 2019), resulting in a total net payment to the Company of approximately $107.0 million on May 1, 2019 (including the $10.2 million payment discussed above). iHeartCommunications paid the Company the intercompany liability incurred from April 1, 2019 through May 1, 2019 of $8.8 million after the Separation. In addition, pursuant to the Separation Agreement, the Company received (i) the trademarks listed on the schedules to the Separation Agreement and (ii) reimbursement of the reasonable expenses of legal counsel and financial advisors incurred on or prior to May 1, 2019 of the Company’s board of directors or the special committee of the Company’s board of directors, in each case, to the extent incurred in connection with the Separation.

Due from/to iHeartCommunications

Prior to the Separation, the Company recorded net amounts due from or to iHeartCommunications as “Due from/to iHeartCommunications” on the consolidated balance sheet, net of allowance for credit losses. The accounts represented the revolving promissory note issued by the Company to iHeartCommunications and the revolving promissory note issued by iHeartCommunications to the Company in the aggregate unpaid principal amount of all advances. Included in the accounts were the net activities resulting from day-to-day cash management services provided by iHeartCommunications. The interest rate on the Due from/to iHeartCommunications note was 9.3% (amended and increased from 6.5% on November 29, 2017) for the balance up to $1.0 billion, while any balance above $1.0 billion accrued interest capped at a rate of 20.0%. Pursuant to an order entered by the Bankruptcy Court, as of March 14, 2018 the balance of the Due from/to iHeartCommunications Note was frozen, and following this date, intercompany allocations that would have been reflected in adjustments to the balance of the Due from/to iHeartCommunications Note were instead reflected in an intercompany balance that accrued interest at a rate equal to the interest under the Due from/to iHeartCommunications Note. The net interest income (expense) recognized in the years ended December 31, 2019, 2018 and 2017 was $(1.3) million, $0.4 million and $68.9 million, respectively.

During 2017, the Company recognized a loss of $855.6 million on the Due from iHeartCommunications Note to reflect the estimated recoverable amount of the note based on management's best estimate of the cash settlement amount upon implementation of the iHeartMedia Plan of Reorganization. In addition, upon the filing of the iHeart Chapter 11 Cases on March 14, 2018, the Company ceased recording interest income on the pre-petition balance due from iHeartCommunications Note, which amounted to $21.3 million for the period from January 1, 2018 to March 14, 2018, as the collectability of the interest was not considered probable. Therefore, as of December 31, 2018, the Due from iHeartCommunications Note balance, net of allowance for credit losses, on the consolidated balance sheet was $154.8 million. Pursuant to the Settlement Agreement, the Company recovered 14.44% of its allowed claim of $1,031.7 million under the Due from iHeartCommunications Note, or approximately $149.0 million, during the second quarter of 2019. The Due from iHeartCommunications Note was canceled upon consummation of the Separation, and the uncollectible $5.8 million balance was recognized as a loss on the Statement of Comprehensive Loss.

Corporate Services and Transition Services Agreements

Prior to the Separation, under the Corporate Services Agreement between iHeartCommunications and the Company, iHeartCommunications provided management services to the Company, which included, among other things: treasury, payroll and other financial related services; certain executive officer services; human resources and employee benefits services; legal and related services; information systems, network and related services; investment services; procurement and sourcing support services; licensing of intellectual property, copyrights, trademarks and other intangible assets; and other general corporate services. These services were charged to the Company based on actual direct costs incurred or allocated by iHeartCommunications based on headcount, revenue or other factors on a pro rata basis. The Company recorded $10.2 million, $68.0 million, and $68.7 million for these services as a component of corporate expenses during the 2019 period prior to the Separation and the years ended December 31, 2018 and 2017, respectively.

Upon consummation of the Separation, the Corporate Services Agreement was terminated, and iHeartMedia, iHeartMedia Management Services, Inc. (“iHM Management Services”), iHeartCommunications and the Company entered into a transition services agreement (the “Transition Services Agreement”). Pursuant to the Transition Services Agreement, iHM Management Services provides, or causes any member of the iHeart Group to provide, the Company with certain administrative and support services and other assistance which the Company will utilize in the conduct of its business as such business was conducted prior to the Separation, for one year from May 1, 2019, subject to certain rights of the Company to extend up to one additional year.

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Additionally, the Company may terminate the Transition Services Agreement with respect to all or any individual service, in whole or in part, upon 30 days’ prior written notice, provided that any co-dependent services must be terminated concurrently. The Company recorded fees under this agreement of $8.7 million as a component of corporate expenses during the 2019 period subsequent to the Separation.

Trademark License Agreement

Prior to the Separation, the Amended and Restated License Agreement ("Trademark License Agreement") between the Company and iHeartCommunications entitled the Company to use, on a nonexclusive basis, the "Clear Channel" trademark and the "Clear Channel Outdoor" trademark logo and certain other Clear Channel marks in connection with our business in exchange for a license fee paid to iHeartMedia based on revenues of entities using the Clear Channel name. For the years ended December 31, 2018 and 2017, management service expenses included $38.7 million and $36.8 million, respectively, pursuant to this agreement.

In February 2017, the Company and iHeartMedia entered into an agreement related to the potential purchase at fair value of the Clear Channel registered trademarks and domain names. However, as described previously, the Trademark License Agreement terminated as of January 1, 2019 per the terms of the Separation Agreement, and iHeartCommunications waived the set-off value of any royalties and IP licenses fees owed under the Trademark License Agreement.

Tax Matters Agreements

Prior to the Separation, there was a Tax Matters Agreement between iHeartCommunications and the Company (the "Old Tax Matters Agreement"), pursuant to which the operations of the Company were included in a consolidated federal income tax return filed by iHeartMedia. Under the Old Tax Matters Agreement, the Company’s provision for income taxes was computed as if the Company filed separate consolidated federal income tax returns with its subsidiaries. Tax payments were made to iHeartCommunications on the basis of the Company’s separate taxable income, and tax benefits recognized on the Company’s employee stock option exercises were retained by the Company. In addition, if iHeartCommunications or its subsidiaries used certain of the Company's tax attributes (including net operating losses, foreign tax credits and other credits) and such use resulted in a decrease in tax liability for iHeartCommunications or its subsidiaries, then iHeartCommunications would reimburse the Company for the use of such attributes based on the amount of tax benefit realized.

Upon consummation of the Separation, the Old Tax Matters Agreement was terminated and replaced with a new tax matters agreement (the "New Tax Matters Agreement") by and among iHeartMedia, iHeartCommunications, iHeart Operations, Inc. ("iHeart Operations"), the Company and CCO to allocate the responsibility of the iHeart Group, on the one hand, and the Outdoor Group, on the other, for the payment of taxes arising prior to and subsequent to, and in connection with, the Separation. In addition to certain indemnifications between iHeartMedia and the Company, and their respective subsidiaries, directors, officers and employees, the New Tax Matters Agreement requires iHeartMedia to reimburse the Company for the use of certain of the Company's tax attributes (including net operating losses, foreign tax credits and other credits) if such use results in a decrease in the tax liability of iHeartMedia or its subsidiaries, with the exception of the use of any reduction of the Company's tax attributes as a result of cancellation of indebtedness income realized in connection with the iHeart Chapter 11 Cases. Any tax liability of the Company attributable to any taxable period ending on or before May 1, 2019, other than any such tax liability resulting from the Company being a successor of CCOH in connection with the Merger or arising from the operation of the Company after the Merger, will not be treated as a liability of the Company and its subsidiaries for purposes of the New Tax Matters Agreement.

Employee Matters Agreement

Prior to 2019, the Company’s employees participated in iHeartCommunications’ employee benefit plans, including employee medical insurance and a 401(k) retirement benefit plan pursuant to an Employee Matters Agreement. The Company recorded $9.2 million and $9.5 million for these services as a component of selling, general and administrative expenses for the years ended December 31, 2018 and 2017, respectively. On January 1, 2019, the Company's employees began participating in the Company's separate employee benefit plans, including employee medical insurance and a 401(k) retirement benefit plan. The Employee Matters Agreement was terminated upon consummation of the Separation; however, the Company continues to receive administrative assistance related to the Company's employee benefit plans from iHeartCommunications under the Transition Services Agreement.

Other Related Party Transactions

The Company sells advertising space on its billboards to iHeartMedia and to radio stations owned by iHeartMedia. The majority of these agreements are leasing transactions as they convey to iHeartMedia the right to control the use of the Company's advertising structures for a stated period of time. For the years ended December 31, 2019, 2018 and 2017, the Company recorded $4.5 million, $7.2 million and $6.9 million, respectively, in revenue for these advertisements.

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Additionally, in accordance with the Master Agreement with iHeartCommunications, the Company allows iHeartCommunications to use, without charge, Americas’ displays that the Company believes would otherwise be unsold. iHeartCommunications carries the cost of producing the advertising, and the Company carries the costs of installing and removing this advertising. For the years ended December 31, 2019, 2018 and 2017, the value of these arrangements was $6.0 million, $11.4 million, and $17.3 million, respectively. This arrangement will continue throughout the term of the Transition Services Agreement.

Special Cash Dividends

During the years ended December 31, 2018 and 2017, CCOH paid special cash dividends to our stockholders, including CCH, as follows:

•	On February 23, 2017, the Company paid a special cash dividend to our stockholders of $282.5 million, using proceeds from the sales of certain non-strategic U.S. markets and of our business in Australia. iHeartCommunications received 89.9%, or approximately $254.0 million, with the remaining 10.1%, or approximately $28.5 million, paid to our public stockholders.

•	On October 5, 2017, the Company paid a special cash dividend to Class A and Class B stockholders of record at the closing of business on October 2, 2017 in an aggregate amount equal to $25.0 million.

•	On October 31, 2017, the Company paid a special cash dividend to Class A and Class B stockholders of record at the closing of business on October 26, 2017 in an aggregate amount equal to $25.0 million.

•	On January 24, 2018, the Company paid a special cash dividend to Class A and Class B stockholders of record at the closing of business on January 19, 2018, in an aggregate amount equal to $30.0 million.

Income Tax Expense

Significant components of the provision for income tax benefit (expense) are as follows:

(In thousands)	Years Ended December 31,
	2019				2018				2017(1)
Current - federal	$	(813	)		$	—			$	(87	)
Current - foreign	(43,941		)		(17,566		)		(29,403		)
Current - state	(3,433		)		(554		)		(1,377		)
Total current expense	(48,187		)		(18,120		)		(30,867		)
Deferred - federal	3,762				(5,673		)		306,078
Deferred - foreign	(27,980		)		(6,530		)		(2,548		)
Deferred - state	151				(2,192		)		7,555
Total deferred benefit (expense)	(24,067		)		(14,395		)		311,085
Income tax benefit (expense)	$	(72,254	)		$	(32,515	)		$	280,218

(1)

On December 22, 2017, the U.S. government enacted comprehensive income tax legislation, referred to as The Tax Cuts and Jobs Act (the "Tax Act"). The Tax Act reduced the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018, required companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax-deferred, and created new U.S. taxes on certain foreign earnings. To account for the reduction in the U.S. federal corporate income tax rate, we remeasured our deferred tax assets and liabilities based on the rates at which they were expected to reverse in the future, generally 21%, which resulted in the recording of a deferred tax benefit of $228.0 million during 2017. To determine the impact from the one-time transition tax on accumulated foreign earnings, we analyzed our cumulative foreign earnings and profits in accordance with the rules provided in the Tax Act and determined that no transition tax was due as a result of the net accumulated deficit in our foreign earnings and profits.

For the year ended December 31, 2019, the Company recorded current tax expense of $48.2 million as compared to $18.1 million for 2018 and $30.9 million for 2017. The current tax expense for 2019 was primarily related to foreign income taxes on operating profits generated in certain jurisdictions during the period, and the current tax expense for 2018 and 2017 was primarily related to foreign income taxes on operating profits generated in certain jurisdictions during the respective period.

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Deferred tax expense of $24.1 million was recorded for 2019 compared with a deferred tax expense of $14.4 million for 2018 and a deferred tax benefit of $311.1 million for 2017. The change in deferred taxes is primarily due to valuation allowances recorded against domestic and international deferred tax assets, and the deferred tax benefit of $228.0 million recorded in 2017 related to the reduction of the U.S. federal corporate tax rate in connection with the enactment of the Tax Act mentioned above.

Deferred Taxes

Significant components of the Company’s deferred tax liabilities and assets as of December 31, 2019 and 2018 are as follows:

(In thousands)	December 31,				December 31,
	2019				2018
Deferred tax liabilities:
Intangibles and fixed assets(1)	$	476,120			$	486,873
Operating lease right-of-use asset	444,692				—
Equity in earnings	2,588				2,414
Other	8,008				11,574
Total deferred tax liabilities	931,408				500,861
Deferred tax assets:
Accrued expenses	19,586				20,210
Net operating loss carryforwards(2)	180,956				363,875
Interest expense carryforwards(3)	114,148				67,098
Bad debt reserves	5,076				4,089
Operating lease liabilities	470,699				—
Other	17,816				27,256
Total deferred tax assets	808,281				482,528
Less: Valuation allowance(4)	292,939				316,682
Net deferred tax assets	515,342				165,846
Net deferred tax liabilities	$	416,066			$	335,015

(1)

The deferred tax liabilities associated with intangibles and fixed assets primarily relate to the differences in the book and tax basis of acquired billboard permits and tax-deductible goodwill created from the Company’s various stock acquisitions. In accordance with ASC Subtopic 350-10, the Company does not amortize its book basis in permits. As a result, this deferred tax liability will not reverse over time unless the Company recognizes future impairment charges related to its permits and tax-deductible goodwill or sells its permits. As the Company continues to amortize its tax basis in its permits and tax-deductible goodwill, the deferred tax liability will increase over time.

(2)

At December 31, 2019, the Company had recorded deferred tax assets for net operating loss carryforwards (tax-effected) for federal and state income tax purposes of $64.6 million, which expire in various amounts through 2040. At December 31, 2019, the Company had recorded $124.7 million (tax-effected) of deferred tax assets for foreign net operating loss carryforwards, the majority of which may be carried forward without expiration.

(3)

On December 22, 2017, the U.S. government enacted comprehensive income tax legislation, referred to as The Tax Cuts and Jobs Act (the "Tax Act"). The Tax Act amended Section 163(j) of the Internal Revenue Code, thereby establishing new rules governing a U.S. taxpayer’s ability to deduct interest expense beginning in 2018. Section 163(j), as amended, generally limits the deduction for business interest expense to 30% of adjusted taxable income and provides that any disallowed interest expense may be carried forward indefinitely. The Company believes that it is eligible to make the election under Section 163(j) and has applied the provisions of 163(j) in its accounting for interest expense.  In applying the new rules under Section 163(j), the Company recorded an interest expense limitation related to its non-real property assets and carryforward deferred tax asset (tax-effected) for federal and state purposes of $114.1 million as of December 31, 2019. Note that the limitation established in Section 163(j) does not apply to a company that makes an election to be the operator of a “real property trade or business.”

(4)

The Company expects to realize the benefits of a portion of its deferred tax assets based upon expected future taxable income from deferred tax liabilities that reverse in the relevant jurisdictions and carryforward periods. As of December 31, 2019, the Company had a valuation allowance of $124.0 million recorded against a portion of its federal and state deferred tax assets that it does not expect to realize. In addition, the Company had a valuation allowance of $169.0 million recorded against its deferred tax assets in foreign jurisdictions. Realization of these foreign deferred tax assets is dependent upon future taxable income from deferred tax liabilities that will reserve in future periods and upon the Company's ability to generate future taxable income in certain tax jurisdictions to obtain benefits. The Company recorded a net increase of $51.7 million in valuation allowances against its foreign deferred tax assets during the year ended December 31, 2019.

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The Company’s net foreign deferred tax assets for the period ending December 31, 2019 and 2018 were $16.8 million and $48.0 million, respectively. Due to the Company’s evaluation of all available evidence, including significant negative evidence of cumulative losses in the related jurisdictions, the Company continues to record valuation allowances on the foreign deferred tax assets that are not expected to be realized. The Company expects to realize its remaining gross deferred tax assets based upon its assessment of deferred tax liabilities that will reverse in the same carryforward period and jurisdiction and are of the appropriate character. In 2019 the Company recorded an increase of $56.9 million to the valuation against deferred tax assets in a certain foreign jurisdiction, consisting primarily of net operating loss carryforwards. The Company assessed the weight of available evidence in support of the future realization of these deferred tax assets, including significant negative evidence in the form of cumulative losses in the jurisdiction, and ultimately concluded that the deferred tax assets were not realizable.

At December 31, 2019 and 2018, net deferred tax assets include a deferred tax asset of $8.9 million and $8.8 million, respectively, relating to stock-based compensation expense under ASC Subtopic 718-10. Full realization of this deferred tax asset requires stock options to be exercised at a price equaling or exceeding the sum of the grant price plus the fair value of the option at the grant date and restricted stock to vest at a price equaling or exceeding the fair market value at the grant date. Accordingly, there can be no assurance that the stock price of the Company’s Common Stock will rise to levels sufficient to realize the entire deferred tax benefit currently reflected in our balance sheet. See Note 11 to the Consolidated Financial Statements for additional discussion of ASC Subtopic 718-10.

In connection with the Separation, certain deferred tax attributes of the Company were reduced as a result of cancellation of indebtedness income realized in connection with the iHeartMedia Plan of Reorganization, and, as discussed in Note 9, the Company was not reimbursed for this reduction of tax attributes under the terms of the New Tax Matters Agreement. The reorganization adjustments resulted in a reduction to deferred tax assets for all U.S. federal net operating loss carryforwards and certain state net operating loss carryforwards. These adjustments were partially offset by a reduction in valuation allowances recorded by the Company as of the Separation date. The net tax impact of the reorganization adjustments, which was approximately $53.8 million, was treated as a distribution and reflected on the balance sheet as a reduction of additional paid-in capital.

Effective Tax Rate

Income (loss) before income taxes was as follows:

(In thousands)	Years Ended December 31,
	2019				2018				2017
US	$	(262,201	)		$	(158,965	)		$	(942,297	)
Foreign	(27,322		)		(11,365		)		35,869
Total loss before income taxes	$	(289,523	)		$	(170,330	)		$	(906,428	)

The reconciliation of income tax computed at the U.S. federal statutory rates to income tax benefit (expense) is:

(In thousands)	Years Ended December 31,
	2019							2018							2017
	Amount				Percent			Amount				Percent			Amount				Percent
Income tax benefit at statutory rates	$	60,800			21.0	%		$	35,769			21.0	%		$	317,250			35.0	%
State income taxes, net of federal tax effect	6,937				2.4	%		11,150				6.5	%		23,378				2.6	%
Foreign income taxes	(77,659		)		(26.8	)%		(26,483		)		(15.5	)%		(19,409		)		(2.1	)%
Nondeductible items	(760		)		(0.3	)%		(565		)		(0.3	)%		(646		)		(0.1	)%
Changes in valuation allowance and other estimates	(58,940		)		(20.4	)%		(50,927		)		(29.9	)%		(148,389		)		(16.4	)%
U.S. tax reform	—				—	%		—				—	%		228,010				25.2	%
U.S. rate differential on impairment of related party note	—				—	%		—				—	%		(115,755		)		(12.8	)%
Other, net	(2,632		)		(0.9	)%		$	(1,459	)		(0.9	)%		$	(4,221	)		(0.5	)%
Income tax benefit (expense)	$	(72,254	)		(25.0	)%		$	(32,515	)		(19.1	)%		$	280,218			30.9	%

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During 2019, the Company recorded tax expense of $72.3 million. The 2019 income tax expense and (25.0)% effective tax rate were primarily impacted by the valuation allowance recorded against deferred tax assets resulting from losses and interest expense carryforwards in the U.S. and certain foreign jurisdictions due to uncertainty regarding the Company's ability to realize those assets in future periods.

During 2018, the Company recorded tax expense of $32.5 million. The 2018 income tax expense and (19.1)% effective tax rate were impacted primarily by the $50.3 million of deferred tax assets resulting from losses and interest expense carryforwards in the U.S. and certain foreign jurisdictions due to uncertainty regarding the Company's ability to realize those assets in future periods.

During 2017, the Company recorded tax benefit of $280.2 million. The 2017 income tax benefit and 30.9% effective tax rate were impacted primarily by the $228.0 million deferred tax benefits recorded in connection with the reduction in the U.S. federal corporate tax rate to 21% upon enactment of the Tax Act described above. Additionally, subsequent to the enactment of the Tax Act and as further described in Note 9 to the Consolidated Financial Statements, the Company recorded an impairment loss of $855.6 million on the Due from iHeartCommunications Note. In connection with this impairment loss, the Company recorded a deferred tax asset at the newly enacted U.S. federal corporate tax rate. As this deferred tax asset was recorded subsequent to the enactment of the Tax Act, the associated impact to the Company’s 2017 effective tax rate is separately described in the above table as “U.S. rate differential on impairment of related party note.” The Company also recorded tax expense of $149.2 million in connection with the valuation allowance recorded against federal and state deferred tax assets generated in the period due to the uncertainty of the ability to utilize those assets in future periods.

Unrecognized Tax Benefits

The Company continues to record interest and penalties related to unrecognized tax benefits in current income tax expense. The total amount of interest accrued at December 31, 2019 and 2018 was $4.8 million and $3.3 million, respectively. The total amount of unrecognized tax benefits, including accrued interest and penalties, at December 31, 2019 and 2018 was $42.1 million and $31.6 million, respectively, of which $28.9 million and $18.2 million is included in “Other long-term liabilities” on the Consolidated Balance Sheets. In addition, $13.3 million and $13.4 million of unrecognized tax benefits are recorded net with the Company’s deferred tax assets for its net operating loss carryforwards as opposed to being recorded in “Other long-term liabilities” at December 31, 2019 and 2018, respectively. The total amount of unrecognized tax benefits at December 31, 2019 and 2018 that, if recognized, would impact the effective income tax rate is $24.9 million and $14.3 million, respectively.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

(In thousands)		Years Ended December 31,
Unrecognized Tax Benefits		2019				2018
Balance at beginning of period		$	28,346			$	34,431
Increases for tax position taken in the current year		3,494				3,881
Increases for tax positions taken in previous years		10,318				830
Decreases for tax position taken in previous years		(679		)		(5,748		)
Decreases due to lapse of statute of limitations		(4,145		)		(5,048		)
Balance at end of period		$	37,334			$	28,346

Pursuant to the Old Tax Matters Agreement between iHeartCommunications and the Company, the operations of the Company were included in a consolidated U.S. federal income tax return filed by iHeartMedia. In addition, the Company and its subsidiaries file income tax returns in various state and foreign jurisdictions. During 2019 and 2018, the Company reversed $5.2 million and $5.2 million in unrecognized tax benefits, respectively, inclusive of interest, as a result of the expiration of statutes of limitations to assess taxes in certain state and foreign jurisdictions. All federal income tax matters through 2015 are closed. Substantially all material state, local, and foreign income tax matters have been concluded for years through 2007.

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Common Stock

On May 1, 2019, the Merger was effected through a series of transactions, described in Note 9 to the Consolidated Financial Statements, such that immediately after the Merger, the Company had a single class of common stock, and the holders of Old CCOH Class A Common Stock owned the same percentage of the Company that they owned of CCOH immediately before the Merger. The shares of Old CCOH Class A Common Stock were delisted from the New York Stock Exchange (the "NYSE"), and, following the consummation of the Merger, the shares of common stock of the Company began trading on the NYSE at the opening of the market on May 2, 2019 under the symbol, "CCO," which is the same trading symbol used by CCOH prior to the Merger.

On July 30, 2019, the Company issued 100 million shares of common stock in a public offering and received proceeds of $333.4 million, net of underwriting discounts and offering expenses. The Company used the proceeds from this offering, net of underwriting discounts, to redeem approximately $333.5 million aggregate principal amount of New CCWH Senior Notes on August 22, 2019.

Share-Based Awards

Stock Options

The Company has granted options to purchase shares of its common stock to certain employees and directors of the Company and its affiliates under its equity incentive plan at no less than the fair value of the underlying stock on the date of grant. These options are granted for a term not exceeding ten years and are forfeited, except in certain circumstances, in the event the employee or director terminates his or her employment or relationship with the Company or one of its affiliates. These options vest solely on continued service over a period of up to five years. The equity incentive plan contains anti-dilutive provisions that permit an adjustment for any change in capitalization.

The Company accounts for its share-based payments using the fair value recognition provisions of ASC Subtopic 718-10. The fair value of the options is estimated using a Black-Scholes option-pricing model and amortized straight-line to expense over the vesting period. ASC Subtopic 718-10 requires the cash flows from the tax benefits resulting from tax deductions in excess of the compensation cost recognized for those options ("excess tax benefits") to be classified as financing cash flows. The excess tax benefit that is required to be classified as a financing cash inflow after application of ASC Subtopic 718-10 is not material.

The fair value of each option awarded is estimated on the date of grant using a Black-Scholes option-pricing model. Expected volatilities are based on historical volatility of the Company’s stock over the expected life of the options. The expected life of options granted represents the period of time that options granted are expected to be outstanding. The Company uses historical data to estimate option exercise and employee terminations within the valuation model. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods equal to the expected life of the option. The Company does not estimate forfeitures at grant date, but rather has elected to account for forfeitures when they occur.

The following assumptions were used to calculate the fair value of the Company’s options on the date of grant:

	Years Ended December 31,
	2019		2018		2017
Expected volatility	44%		44%		42%
Expected life in years	5.8		6.3		6.3
Risk-free interest rate	1.88%		2.76%		2.12%
Dividend yield	—%		—%		—%

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The following table presents a summary of the Company's stock options outstanding at and stock option activity during the year ended December 31, 2019:

(In thousands, except per share data)	Options			Price(3)				Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding, January 1, 2019	3,245			$	4.97			3.8 years		$	2,938
Granted(1)	2,190			5.11
Exercised(2)	(452	)		1.31
Forfeited	(4	)		6.47
Expired	(107	)		4.51
Outstanding, December 31, 2019	4,872			5.38				6.1 years		$	253
Exercisable	3,183			5.43				4.6 years		$	253
Expected to vest	1,689			5.30				8.9 years		$	—

(1)	The weighted average grant date fair value of the Company’s options granted during the years ended December 31, 2019, 2018 and 2017 was $2.05, $2.39 and $2.04 per share, respectively.

(2)	Cash received from option exercises during the years ended December 31, 2019, 2018 and 2017 was $0.5 million, $0.1 million and $0.2 million, respectively. The total intrinsic value of the options exercised during the years ended December 31, 2019, 2018 and 2017 was $1.3 million, $0.1 million and $0.2 million, respectively.

(3)	Reflects the weighted average price per share.

A summary of the Company’s unvested options at December 31, 2019 and changes during the year is presented below:

(In thousands, except per share data)	Options			Weighted Average Grant Date Fair Value
Unvested, January 1, 2019	423			$	4.15
Granted	2,190			$	2.05
Vested(1)	(920	)		$	2.45
Forfeited	(4	)		$	3.61
Unvested, December 31, 2019	1,689			$	2.35

(1)	The total fair value of the Company’s options vested during the years ended December 31, 2019, 2018 and 2017 was $2.3 million, $1.2 million and $1.6 million, respectively.

Restricted Stock Awards and Restricted Stock Units

The Company has also granted both restricted stock awards and restricted stock units ("RSUs") to its employees and affiliates under its equity incentive plan. The restricted stock awards represent shares of common stock that contain a legend which restricts their transferability for a term of up to five years. The restricted stock units represent the right to receive shares upon vesting, which is generally over a period of up to four years. Both restricted stock awards and restricted stock units are forfeited, except in certain circumstances, in the event the employee terminates his or her employment or relationship with the Company prior to the lapse of the restriction or prior to vesting.

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The following table presents a summary of the Company's restricted stock and restricted stock units outstanding at December 31, 2019 and related activity during the year:

(In thousands, except per share data)	Awards			Price(1)
Outstanding, January 1, 2019	5,133			$	5.23
Granted	6,461			$	2.73
Vested (restriction lapsed)	(1,423	)		$	5.94
Forfeited	(296	)		$	4.43
Outstanding, December 31, 2019	9,875			$	3.51

(1)	Reflects the weighted average share price at the date of grant.

On October 15, 2019, the Company granted 4.2 million RSUs and 1.6 million performance stock units ("PSUs") to certain of its employees.

•	The RSUs vest in three equal annual installments on each of April 1, 2020, April 1, 2021 and April 1, 2022, provided that the recipient is still employed by or providing services to the Company on each vesting date.

•

The PSUs will vest and become earned based on the achievement of the Company’s total shareholder return relative to the Company’s peer group (the “Relative TSR”) over a performance period from October 1, 2019 through March 31, 2022 (the “Performance Period”). If the Company achieves Relative TSR at the 90th percentile or higher, the PSUs will be earned at 150% of the target number of shares. If the Company achieves Relative TSR at the 60th percentile, the PSU will be earned at 100% of the target number of shares. If the Company achieves Relative TSR at the 30th percentile, the PSUs will be earned at 50% of the target number of shares. To the extent Relative TSR is between vesting levels, the portion of the PSUs that become vested will be determined using straight line interpolation. The PSUs are considered market condition awards pursuant to ASC Topic 260.

Share-Based Compensation Cost

Share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the vesting period. Share-based compensation cost, which is recorded in corporate expenses, was $15.8 million, $8.5 million and $9.6 million during the years ended December 31, 2019, 2018 and 2017, respectively. The increase in share-based compensation expense in 2019 relates to certain new equity awards granted in the second quarter of 2019 in connection with the Separation, which were expensed immediately as they do not contain a service condition for vesting.

The tax benefit related to the share-based compensation expense for the years ended December 31, 2019, 2018 and 2017 was $4.1 million, $2.2 million and $3.3 million, respectively.

As of December 31, 2019, there was $17.2 million of unrecognized compensation cost related to unvested share-based compensation arrangements that will vest based on service conditions. This cost is expected to be recognized over a weighted average period of approximately two years.

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Computation of Net Loss per Share

The following table presents the computation of net loss per share for the years ended December 31, 2019, 2018 and 2017:

(In thousands, except per share data)	Years Ended December 31,
	2019				2018				2017
NUMERATOR:
Net loss attributable to the Company – common shares	$	(363,304	)		$	(218,240	)		$	(644,348	)
DENOMINATOR:
Weighted average common shares outstanding – basic	413,087				361,740				361,141
Stock options, restricted stock and restricted stock units(1):	—				—				—
Weighted average common shares outstanding – diluted	413,087				361,740				361,141
Net loss attributable to the Company per common share:
Basic	$	(0.88	)		$	(0.60	)		$	(1.78	)
Diluted	$	(0.88	)		$	(0.60	)		$	(1.78	)

(1)	Outstanding equity awards of 10.1 million, 7.7 million and 8.0 million for the years ended December 31, 2019, 2018 and 2017, respectively, were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive.

The Company’s U.S. employees are eligible to participate in various 401(k) savings and other plans. Prior to 2019, these plans were provided by iHeartCommunications; however, on January 1, 2019, the Company's U.S. employees began participating in the Company's separate employee benefit plans, which are provided by the Company for the purpose of providing retirement benefits for substantially all employees. Under these plans, a Company employee can make pre-tax contributions, and the Company will match 50% of the employee’s first 5% of pay contributed to the plan, up to a maximum match of $5,000. Employees vest in these Company matching contributions based upon their years of service to the Company. The Company recorded contributions to these plans of $2.5 million, $2.2 million and $2.2 million for the years ended December 31, 2019, 2018 and 2017, respectively, as a component of operating expenses.

In addition, employees in the Company’s International markets participate in retirement plans administered by the Company which are not part of the Company-sponsored 401(k) savings and other plans previously described. The Company recorded contributions to these plans of $13.0 million, $11.5 million and $13.1 million for the years ended December 31, 2019, 2018 and 2017, respectively, as a component of operating expenses.

Prior to the Separation, certain highly compensated executives of the Company were eligible to participate in a non-qualified deferred compensation plan sponsored by iHeartCommunications (the "iHeart Deferred Compensation Plan"), under which such executives were able to make an annual election to defer up to 50% of their annual salary and up to 80% of their bonus before taxes. The Company suspended all salary and bonus deferral and company matching contributions to this plan on January 1, 2010. Upon Separation, the Company established a separate non-qualified deferred compensation plan (the "CCOH Deferred Compensation Plan"). Participant deferrals were transferred from the iHeart Deferred Compensation Plan into the CCOH Deferred Compensation Plan, and the funds are maintained in a Rabbi Trust for the benefit of plan participants. Initial eligibility for the CCOH Deferred Compensation Plan was restricted to those Company employees who previously had balances in the iHeart Deferred Compensation Plan. The adding of new participants is suspended, and new deferrals by existing participants are not allowed. Participants in the CCOH Deferred Compensation Plan have the opportunity to allocate their deferrals and any matching credits among different investment options, the performance of which is used to determine the amounts paid to participants under the plan. The liability recorded by the Company under the CCOH Deferred Compensation Plan was $1.9 million as of December 31, 2019.

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Statements of Other Comprehensive Loss

The following table discloses the components of “Other income (expense), net” for the years ended December 31, 2019, 2018 and 2017, respectively:

(In thousands)	Years Ended December 31,
	2019				2018				2017
Foreign exchange gain (loss)	$	(2,248	)		$	(33,580	)		$	29,563
Equity in earnings (loss) of nonconsolidated affiliates	364				904				(990		)
Other(1)	(13,500		)		(1,717		)		(808		)
Total other income (expense), net	$	(15,384	)		$	(34,393	)		$	27,765

(1)	Other expense increased in 2019 due to costs incurred related to the Separation from iHeartMedia.

For the years ended December 31, 2019, 2018 and 2017 the total increase (decrease) in other comprehensive income (loss) related to the impact of pensions on deferred income tax liabilities were $0.2 million, $0.7 million and $(0.3) million, respectively.

Balance Sheets

The following table discloses the components of “Other current assets” as of December 31, 2019 and 2018, respectively:

(In thousands)	As of December 31,
	2019				2018
Inventory	$	21,122			$	18,061
Deposits	877				1,035
Other receivables	3,452				5,088
Restricted cash	4,116				4,221
Other	3,188				2,896
Total other current assets	$	32,755			$	31,301

The following table discloses the components of “Other assets” as of December 31, 2019 and 2018, respectively:

(In thousands)	As of December 31,
	2019				2018
Investments	$	9,022			$	9,889
Deposits	25,047				23,515
Prepaid expenses	24,290				53,833
Restricted cash	14,101				16,192
Other	25,615				29,075
Total other assets	$	98,075			$	132,504

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The following table discloses the components of “Other long-term liabilities” as of December 31, 2019 and 2018, respectively:

(In thousands)	As of December 31,
	2019				2018
Unrecognized tax benefits	$	28,855			$	18,186
Asset retirement obligation	43,823				43,981
Deferred income(1)	1,009				19,133
Deferred rent	40,985				109,385
Employee related liabilities	48,184				48,432
Other	20,169				21,033
Total other long-term liabilities	$	183,025			$	260,150

(1)	Upon adoption of ASC Topic 842, deferred gains related to previous transactions that were historically accounted for as sale and operating leasebacks in accordance with ASC Topic 840 were recognized as a cumulative-effect adjustment to equity, resulting in a decrease to deferred income.

(In thousands, except per share data)

	Three Months Ended March 31,								Three Months Ended June 30,								Three Months Ended September 30,								Three Months Ended December 31,
	2019				2018				2019				2018				2019				2018				2019				2018
Revenue	$	587,116			$	598,398			$	698,015			$	711,980			$	653,447			$	663,739			$	745,232			$	747,588
Operating expenses:
Direct operating expenses	347,827				361,289				363,029				372,936				358,156				361,681				383,165				374,762
Selling, general and administrative expenses	122,966				127,408				134,721				125,289				129,162				128,797				134,079				141,424
Corporate expenses	28,614				35,435				38,907				37,928				37,535				37,729				39,285				40,998
Depreciation and amortization	75,076				84,060				80,174				82,767				76,226				77,405				77,848				74,720
Impairment charges	—				—				—				—				5,300				7,772				—				—
Other operating income (expense), net	(3,522		)		(54		)		1,270				929				620				825				2,794				798
Operating income (loss)	9,111				(9,848		)		82,454				93,989				47,688				51,180				113,649				116,482
Interest expense, net	114,052				97,264				107,448				96,987				106,776				97,158				89,908				96,724
Interest income (expense) on Due from (to) iHeartCommunications	(811		)		—				(523		)		210				—				363				—				(180		)
Loss on Due from iHeartCommunications	—				—				(5,778		)		—				—				—				—				—
Loss on extinguishment of debt	(5,474		)		—				—				—				(96,271		)		—				—				—
Other income (expense), net	(565		)		19,641				(9,203		)		(35,402		)		(26,874		)		(5,885		)		21,258				(12,747		)
Income (loss) before income taxes	(111,791		)		(87,471		)		(40,498		)		(38,190		)		(182,233		)		(51,500		)		44,999				6,831
Income tax benefit (expense)	(57,763		)		(45,367		)		29,093				(4,753		)		(30,136		)		(6,896		)		(13,448		)		24,501
Consolidated net income (loss)	(169,554		)		(132,838		)		(11,405		)		(42,943		)		(212,369		)		(58,396		)		31,551				31,332
Less amount attributable to noncontrolling interest	(5,387		)		(4,416		)		(466		)		7,440				2,929				6,692				4,451				5,679
Net income (loss) attributable to the Company	$	(164,167	)		$	(128,422	)		$	(10,939	)		$	(50,383	)		$	(215,298	)		$	(65,088	)		$	27,100			$	25,653
Net income (loss) per common share:
Basic	$	(0.45	)		$	(0.36	)		$	(0.03	)		$	(0.14	)		$	(0.46	)		$	(0.18	)		$	0.06			$	0.07
Diluted	$	(0.45	)		$	(0.36	)		$	(0.03	)		$	(0.14	)		$	(0.46	)		$	(0.18	)		$	0.06			$	0.07

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The Company has two reportable segments, which it believes best reflect how the Company is currently managed – Americas and International. The Americas segment consists of operations primarily in the U.S., and the International segment primarily includes operations in Europe, Asia and Latin America.

The Americas and International display inventory consists primarily of billboards, street furniture displays and transit displays. Corporate includes infrastructure and support including information technology, human resources, legal, finance and administrative functions of each of the Company’s reportable segments, as well as overall executive, administrative and support functions. Share-based payments are recorded in corporate expenses.

In conjunction with the Separation and transition from iHeartMedia, the Company is evaluating its disclosure of reportable segments.

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The following table presents the Company’s reportable segment results for the years ended December 31, 2019, 2018 and 2017:

(In thousands)	Americas				International				Corporate and other reconciling items				Consolidated
Year Ended December 31, 2019
Revenue(1)	$	1,273,018			$	1,410,792			$	—			$	2,683,810
Direct operating expenses	547,413				904,764				—				1,452,177
Selling, general and administrative expenses	218,369				302,559				—				520,928
Corporate expenses	—				—				144,341				144,341
Depreciation and amortization	160,386				138,651				10,287				309,324
Impairment charges	—				—				5,300				5,300
Other operating income, net	—				—				1,162				1,162
Operating income (loss)	$	346,850			$	64,818			$	(158,766	)		$	252,902
Segment assets(2)	$	3,644,934			$	2,367,997			$	380,357			$	6,393,288
Capital expenditures	$	82,707			$	135,982			$	13,775			$	232,464
Share-based compensation expense	$	—			$	—			$	15,770			$	15,770
Year Ended December 31, 2018
Revenue(1)	$	1,189,348			$	1,532,357			$	—			$	2,721,705
Direct operating expenses	524,659				946,009				—				1,470,668
Selling, general and administrative expenses	199,688				323,230				—				522,918
Corporate expenses	—				—				152,090				152,090
Depreciation and amortization	166,806				148,199				3,947				318,952
Impairment charges	—				—				7,772				7,772
Other operating income, net	—				—				2,498				2,498
Operating income (loss)	$	298,195			$	114,919			$	(161,311	)		$	251,803
Segment assets(2)	$	2,782,662			$	1,568,346			$	171,020			$	4,522,028
Capital expenditures	$	76,867			$	129,962			$	4,250			$	211,079
Share-based compensation expense	$	—			$	—			$	8,517			$	8,517
Year Ended December 31, 2017
Revenue(1)	$	1,161,059			$	1,427,643			$	—			$	2,588,702
Direct operating expenses	527,536				882,231				—				1,409,767
Selling, general and administrative expenses	197,390				301,823				—				499,213
Corporate expenses	—				—				143,678				143,678
Depreciation and amortization	179,119				141,812				5,060				325,991
Impairment charges	—				—				4,159				4,159
Other operating income, net	—				—				26,391				26,391
Operating income (loss)	$	257,014			$	101,777			$	(126,506	)		$	232,285
Segment assets(2)	$	2,850,303			$	1,568,388			$	252,091			$	4,670,782
Capital expenditures	$	70,936			$	150,036			$	3,266			$	224,238
Share-based compensation expense	$	—			$	—			$	9,590			$	9,590

(1)	Refer to Note 2 to the Consolidated Financial Statements for information about revenue by geographical region, including the U.S., Other Americas, Europe and Asia-Pacific, for each of the years ended December 31, 2019, 2018 and 2017.

(2)

The Company's consolidated segment assets at December 31, 2019, 2018 and 2017 include identifiable long-lived assets in the Company's U.S. operations of $0.7 billion, $0.7 billion and $0.8 billion, respectively, and identifiable long-lived assets in the Company's foreign operations of $0.5 billion, $0.6 billion and $0.6 billion, respectively, including identifiable long-lived assets in China of $0.2 billion, $0.2 billion and $0.3 billion, respectively.

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The Company and certain of the Company’s direct and indirect wholly-owned domestic subsidiaries (the “Guarantor Subsidiaries”) fully and unconditionally guarantee on a joint and several basis the New CCWH Senior Notes. The New CCWH Senior Notes are subject to registration rights under a Registration Rights Agreement, dated February 12, 2019. Pursuant to the Registration Rights Agreement, CCWH, the Company and the Guarantor Subsidiaries are required to use their commercially reasonable efforts to file with the Securities and Exchange Commission no later than April 30, 2020 a registration statement to register the New CCWH Senior Notes and the guarantees thereof and to cause the registration statement to become effective no later than June 9, 2020. CCWH, the Company and the Guarantor Subsidiaries have not yet filed the registration statement but expect to comply with the deadlines set forth in the Registration Rights Agreement.

The following consolidating schedules present financial information on a combined basis in conformity with the SEC’s Regulation S-X Rule 3-10(d):

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(In thousands)	December 31, 2019
	Parent				Subsidiary				Guarantor				Non-Guarantor
	Company				Issuer				Subsidiaries				Subsidiaries				Eliminations				Consolidated
Cash and cash equivalents	$	270,353			—				$	17,420			$	111,085			$	—			398,858
Accounts receivable, net of allowance	—				—				238,380				471,305				—				709,685
Intercompany receivables	3,787,955				—				—				2,348,650				(6,136,605		)		—
Prepaid expenses	815				—				24,018				35,760				—				60,593
Other current assets	—								2,155				30,600				—				32,755
Total Current Assets	4,059,123				—				281,973				2,997,400				(6,136,605		)		1,201,891
Structures, net	—				—				531,637				421,908				—				953,545
Other property, plant and equipment, net	—				—				137,765				119,844				—				257,609
Indefinite-lived permits	—				—				965,863				—				—				965,863
Other intangibles, net	—				—				300,597				26,068				—				326,665
Goodwill	—				—				507,819				196,339				—				704,158
Operating lease right-of-use assets	—				—				994,919				890,563				—				1,885,482
Intercompany investments and notes receivable	(2,935,402		)		5,021,602				(1,269,023		)		50,914				(868,091		)		—
Other assets	—				—				25,153				72,922				—				98,075
Total Assets	$	1,123,721			$	5,021,602			$	2,476,703			$	4,775,958			$	(7,004,696	)		$	6,393,288
Accounts payable	$	—			$	—			$	33,694			$	60,894			$	—			$	94,588
Intercompany payables	—				4,355,123				1,781,482				—				(6,136,605		)		—
Accrued expenses	412				—				117,895				385,632				—				503,939
Current operating lease liabilities	—				—				107,583				280,299				—				387,882
Deferred revenue	—				—				47,569				36,466				—				84,035
Accrued interest	82,045				7,817				92				(168		)		—				89,786
Current portion of long-term debt	20,000				—				289				5				—				20,294
Total Current Liabilities	102,457				4,362,940				2,088,604				763,128				(6,136,605		)		1,180,524
Long-term debt	3,178,171				1,881,684				3,844				25				—				5,063,724
Mandatorily-redeemable preferred stock	44,912				—				—				—				—				44,912
Non-current operating lease liabilities	—				—				909,675				650,068				—				1,559,743
Deferred tax liability	—				—				432,302				(16,236		)		—				416,066
Intercompany notes payable	5,551				80,146				2,078,836				277,448				(2,441,981		)		—
Other long-term liabilities	150				—				80,870				102,005				—				183,025
Total stockholders' equity (deficit)	(2,207,520		)		(1,303,168		)		(3,117,428		)		2,999,520				1,573,890				(2,054,706		)
Total Liabilities and Stockholders' Equity (Deficit)	$	1,123,721			$	5,021,602			$	2,476,703			$	4,775,958			$	(7,004,696	)		$	6,393,288

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(In thousands)	December 31, 2018
	Parent				Subsidiary				Guarantor				Non-Guarantor
	Company				Issuer				Subsidiaries				Subsidiaries				Eliminations				Consolidated
Cash and cash equivalents	$	1,560			$	—			$	18,721			$	162,175			$	—			$	182,456
Accounts receivable, net of allowance	—				—				226,231				480,078				—				706,309
Intercompany receivables	65,454				—				1,434,610				2,303,736				(3,803,800		)		—
Prepaid expenses	329				1,211				52,052				42,142				—				95,734
Other current assets	—				—				2,858				28,443				—				31,301
Total Current Assets	67,343				1,211				1,734,472				3,016,574				(3,803,800		)		1,015,800
Structures, net	—				—				594,456				458,560				—				1,053,016
Other property, plant and equipment, net	—				—				127,449				108,473				—				235,922
Indefinite-lived permits	—				—				971,163				—				—				971,163
Other intangibles, net	—				—				235,325				17,537				—				252,862
Goodwill	—				—				507,820				198,183				—				706,003
Due from iHeartCommunications	154,758				—				—				—				—				154,758
Intercompany investments and notes receivable	(2,477,070		)		7,568,601				(1,101,301		)		16,273				(4,006,503		)		—
Other assets	1,981				—				50,057				80,466				—				132,504
Total Assets	$	(2,252,988	)		$	7,569,812			$	3,119,441			$	3,896,066			$	(7,810,303	)		$	4,522,028
Accounts payable	$	—			$	—			$	30,206			$	83,508			$	—			$	113,714
Intercompany payables	—				3,781,133				22,667				—				(3,803,800		)		—
Accrued expenses	33,632				595				68,323				425,932				—				528,482
Deferred revenue	—				—				45,914				39,138				—				85,052
Accrued interest	—				1,004				162				1,175				—				2,341
Current portion of long-term debt	—				—				227				—				—				227
Total Current Liabilities	33,632				3,782,732				167,499				549,753				(3,803,800		)		729,816
Long-term debt	—				4,902,447				3,654				371,007				—				5,277,108
Deferred tax liability	(46,739		)		853				428,320				(47,419		)		—				335,015
Due to iHeartCommunications	21,591				—				—				—				—				21,591
Intercompany notes payable	—				16,273				5,039,419				264,132				(5,319,824		)		—
Other long-term liabilities	542				—				139,646				119,962				—				260,150
Total stockholders' equity (deficit)	(2,262,014		)		(1,132,493		)		(2,659,097		)		2,638,631				1,313,321				(2,101,652		)
Total Liabilities and Stockholders' Equity (Deficit)	$	(2,252,988	)		$	7,569,812			$	3,119,441			$	3,896,066			$	(7,810,303	)		$	4,522,028

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(In thousands)	Year Ended December 31, 2019
	Parent				Subsidiary				Guarantor				Non-Guarantor
	Company				Issuer				Subsidiaries				Subsidiaries				Eliminations				Consolidated
Revenue	$	—			$	—			$	1,263,657			$	1,420,153			$	—			$	2,683,810
Operating expenses:
Direct operating expenses	—				—				541,417				910,760				—				1,452,177
Selling, general and administrative expenses	—				—				217,201				303,727				—				520,928
Corporate expenses	5,274				—				86,389				52,678				—				144,341
Depreciation and amortization	—				—				169,616				139,708				—				309,324
Impairment charges	—				—				5,300				—				—				5,300
Other operating income (expense), net	(712		)		—				1,559				315				—				1,162
Operating income (loss)	(5,986		)		—				245,293				13,595				—				252,902
Interest expense, net	127,062				268,145				(1,288		)		24,265				—				418,184
Interest expense on Due to iHeartCommunications	(1,334		)		—				—				—				—				(1,334		)
Intercompany interest income (expense), net	18,603				283,876				(276,787		)		(25,692		)		—				—
Loss on Due from iHeartCommunications	(5,778		)		—				—				—				—				(5,778		)
Loss on extinguishment of debt	—				(88,996		)		(1,788		)		(10,961		)		—				(101,745		)
Equity in earnings (loss) of nonconsolidated affiliates	(241,747		)		(101,052		)		(172,108		)		(323		)		515,594				364
Other income (expense), net	—				(4,852		)		(37,778		)		26,882				—				(15,748		)
Loss before income taxes	(363,304		)		(179,169		)		(241,880		)		(20,764		)		515,594				(289,523		)
Income tax benefit (expense)	—				—				132				(72,386		)		—				(72,254		)
Net loss	(363,304		)		(179,169		)		(241,748		)		(93,150		)		515,594				(361,777		)
Less amount attributable to noncontrolling interest	—				—				(1		)		1,528				—				1,527
Net loss attributable to the Company	$	(363,304	)		$	(179,169	)		$	(241,747	)		$	(94,678	)		$	515,594			$	(363,304	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	—				—				(418		)		(4,384		)		—				(4,802		)
Other adjustments to comprehensive loss	—				—				—				(2,948		)		—				(2,948		)
Reclassification adjustments	—				—				—				1,290				—				1,290
Equity in subsidiary comprehensive income (loss)	(5,063		)		(6,119		)		(4,645		)		—				15,827				—
Comprehensive loss	(368,367		)		(185,288		)		(246,810		)		(100,720		)		531,421				(369,764		)
Less amount attributable to noncontrolling interest	—				—				—				(1,397		)		—				(1,397		)
Comprehensive loss attributable to the Company	$	(368,367	)		$	(185,288	)		$	(246,810	)		$	(99,323	)		$	531,421			$	(368,367	)

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(In thousands)	Year Ended December 31, 2018
	Parent				Subsidiary				Guarantor				Non-Guarantor
	Company				Issuer				Subsidiaries				Subsidiaries				Eliminations				Consolidated
Revenue	$	—			$	—			$	1,180,635			$	1,541,070			$	—			$	2,721,705
Operating expenses:
Direct operating expenses	—				—				518,647				952,021				—				1,470,668
Selling, general and administrative expenses	—				—				198,784				324,134				—				522,918
Corporate expenses	5,041				—				105,550				41,499				—				152,090
Depreciation and amortization	—				—				169,712				149,240				—				318,952
Impairment charges	—				—				7,772				—				—				7,772
Other operating income (expense), net	(383		)		—				(1,086		)		3,967				—				2,498
Operating income (loss)	(5,424		)		—				179,084				78,143				—				251,803
Interest (income) expense, net	(420		)		352,425				1,747				34,381				—				388,133
Interest income on Due from iHeartCommunications	393				—				—				—				—				393
Intercompany interest income (expense), net	15,074				360,566				(354,875		)		(20,765		)		—				—
Equity in earnings (loss) of nonconsolidated affiliates	(177,019		)		(52,543		)		(42,907		)		(313		)		273,686				904
Other income (expense), net	—				—				(3,062		)		(32,235		)		—				(35,297		)
Loss before income taxes	(166,556		)		(44,402		)		(223,507		)		(9,551		)		273,686				(170,330		)
Income tax benefit (expense)	(51,684		)		(2,964		)		46,488				(24,355		)		—				(32,515		)
Net loss	(218,240		)		(47,366		)		(177,019		)		(33,906		)		273,686				(202,845		)
Less amount attributable to noncontrolling interest	—				—				—				15,395				—				15,395
Net loss attributable to the Company	$	(218,240	)		$	(47,366	)		$	(177,019	)		$	(49,301	)		$	273,686			$	(218,240	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	—				—				(2,352		)		(12,982		)		—				(15,334		)
Other adjustments to comprehensive loss	—				—				—				(1,498		)		—				(1,498		)
Reclassification adjustments	—				—				—				2,962				—				2,962
Equity in subsidiary comprehensive loss	(5,830		)		(3,507		)		(3,478		)		—				12,815				—
Comprehensive loss	(224,070		)		(50,873		)		(182,849		)		(60,819		)		286,501				(232,110		)
Less amount attributable to noncontrolling interest	—				—				—				(8,040		)		—				(8,040		)
Comprehensive loss attributable to the Company	$	(224,070	)		$	(50,873	)		$	(182,849	)		$	(52,779	)		$	286,501			$	(224,070	)

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(In thousands)	Year Ended December 31, 2017
	Parent				Subsidiary				Guarantor				Non-Guarantor
	Company				Issuer				Subsidiaries				Subsidiaries				Eliminations				Consolidated
Revenue	$	—			$	—			$	1,137,001			$	1,451,701			$	—			$	2,588,702
Operating expenses:
Direct operating expenses	—				—				510,272				899,495				—				1,409,767
Selling, general and administrative expenses	—				—				192,491				306,722				—				499,213
Corporate expenses	14,660				—				93,232				35,786				—				143,678
Depreciation and amortization	—				—				181,905				144,086				—				325,991
Impairment charges	—				—				—				4,159				—				4,159
Other operating income (expense), net	(406		)		—				34,944				(8,147		)		—				26,391
Operating income (loss)	(15,066		)		—				194,045				53,306				—				232,285
Interest (income) expense, net	(69,285		)		353,082				68,666				27,238				—				379,701
Interest income on Due from iHeartCommunications	68,871				—				—				—				—				68,871
Intercompany interest income (expense), net	(121,393		)		339,519				(218,163		)		37				—				—
Loss on Due from iHeartCommunications	(855,648		)		—				—				—				—				(855,648		)
Equity in earnings (loss) of nonconsolidated affiliates	114,363				(4,575		)		(22,861		)		(1,981		)		(85,936		)		(990		)
Other income, net	3,167				—				11,379				14,209				—				28,755
Income (loss) before income taxes	(736,421		)		(18,138		)		(104,266		)		38,333				(85,936		)		(906,428		)
Income tax benefit (expense)	92,073				2,405				218,629				(32,889		)		—				280,218
Net income (loss)	(644,348		)		(15,733		)		114,363				5,444				(85,936		)		(626,210		)
Less amount attributable to noncontrolling interest	—				—				—				18,138				—				18,138
Net income (loss) attributable to the Company	$	(644,348	)		$	(15,733	)		$	114,363			$	(12,694	)		$	(85,936	)		$	(644,348	)
Other comprehensive income, net of tax:
Foreign currency translation adjustments	—				—				2,188				41,153				—				43,341
Other adjustments to comprehensive income (loss)	—				—				—				6,306				—				6,306
Reclassification adjustments	—				—				—				5,441				—				5,441
Equity in subsidiary comprehensive income	46,139				36,123				43,951				—				(126,213		)		—
Comprehensive income (loss)	(598,209		)		20,390				160,502				40,206				(212,149		)		(589,260		)
Less amount attributable to noncontrolling interest	—				—				—				8,949				—				8,949
Comprehensive income (loss) attributable to the Company	$	(598,209	)		$	20,390			$	160,502			$	31,257			$	(212,149	)		$	(598,209	)

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(In thousands)	Year Ended December 31, 2019
	Parent				Subsidiary				Guarantor				Non-Guarantor
	Company				Issuer				Subsidiaries				Subsidiaries				Eliminations				Consolidated
Cash flows from operating activities:
Net income (loss)	$	(363,304	)		$	(179,169	)		$	(241,748	)		$	(93,150	)		$	515,594			$	(361,777	)
Reconciling items:
Depreciation and amortization	—				—				169,616				139,708				—				309,324
Impairment charges	—				—				5,300				—				—				5,300
Deferred taxes	—				—				(3,914		)		27,981				—				24,067
Provision for doubtful accounts	—				—				3,570				2,653				—				6,223
Amortization of deferred financing charges and note discounts, net	2,370				6,638				2				1,290				—				10,300
Share-based compensation	—				—				15,734				36				—				15,770
Loss on extinguishment of debt	—				88,996				1,788				10,961				—				101,745
Loss (gain) on disposal of operating assets, net	—				—				(1,554		)		(319		)		—				(1,873		)
Loss on Due from iHeartCommunications	5,778				—				—				—				—				5,778
Foreign exchange transaction loss (gain)	—				—				—				2,248				—				2,248
Equity in (earnings) loss of nonconsolidated affiliates	241,747				101,052				172,108				323				(515,594		)		(364		)
Other reconciling items, net	—				—				(3,360		)		(1,454		)		—				(4,814		)
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable	—				—				(17,520		)		4,965				—				(12,555		)
Decrease (increase) in prepaid expenses and other current assets	(486		)		1,211				(22,165		)		(15,100		)		—				(36,540		)
Increase (decrease) in accounts payable	—				—				3,489				(17,008		)		—				(13,519		)
Increase (decrease) in accrued expenses	399				—				18,714				6,947				—				26,060
Increase (decrease) in accrued interest	83,121				6,814				(70		)		(1,314		)		—				88,551
Increase (decrease) in deferred revenue	—				—				4,759				(1,803		)		—				2,956
Changes in other operating assets and liabilities, net	1,599				—				25,093				20,954				—				47,646
Net cash provided by (used for) operating activities	(28,776		)		25,542				129,842				87,918				—				214,526
Cash flows from investing activities:
Purchases of property, plant and equipment	—				—				(96,405		)		(124,747		)		—				(221,152		)
Purchase of concession rights	—				—				(19		)		(11,293		)		—				(11,312		)
Proceeds from disposal of assets	—				—				5,641				5,068				—				10,709
Decrease (increase) in intercompany notes receivable, net	—				2,971,462				—				—				(2,971,462		)		—
Dividends from subsidiaries	—				—				—				—				—				—
Other investing activities, net	—				—				33,945				(32,232		)		—				1,713
Net cash used for investing activities	—				2,971,462				(56,838		)		(163,204		)		(2,971,462		)		(220,042		)

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(In thousands)	Year Ended December 31, 2019
	Parent				Subsidiary				Guarantor				Non-Guarantor
	Company				Issuer				Subsidiaries				Subsidiaries				Eliminations				Consolidated
Cash flows from financing activities:
Proceeds from long-term debt	3,240,000				2,235,000				—				—				—				5,475,000
Payments on long-term debt	(5,000		)		(5,325,742		)		(2,031		)		(383,263		)		—				(5,716,036		)
Debt issuance costs	(37,674		)		(27,142		)		—				—				—				(64,816		)
Proceeds from issuance of mandatorily-redeemable preferred stock	43,798				—				—				—				—				43,798
Net transfers from iHeartCommunications	43,399				—				—				—				—				43,399
Proceeds from settlement of Due from iHeartCommunications	115,798				—				—				—				—				115,798
Proceeds from issuance of common stock	333,419				—				—				—				—				333,419
Payments to noncontrolling interests	—				—				—				(6,311		)		—				(6,311		)
Dividends paid	(740		)		—				—				—				—				(740		)
Increase in intercompany notes payable, net	5,551				—				(2,989,631		)		12,618				2,971,462				—
Intercompany funding	(3,438,884		)		120,880				2,917,357				400,647				—				—
Other financing activities, net	(2,098		)		—				—				(1,404		)		—				(3,502		)
Net cash provided by (used for) financing activities	297,569				(2,997,004		)		(74,305		)		22,287				2,971,462				220,009
Effect of exchange rate changes on cash, cash equivalents and restricted cash	—				—				—				(287		)		—				(287		)
Net increase (decrease) in cash, cash equivalents and restricted cash	268,793				—				(1,301		)		(53,286		)		—				214,206
Cash, cash equivalents and restricted cash at beginning of year	1,560				—				18,720				182,589				—				202,869
Cash, cash equivalents and restricted cash at end of year	$	270,353			$	—			$	17,419			$	129,303			$	—			$	417,075

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(In thousands)	Year Ended December 31, 2018
	Parent				Subsidiary				Guarantor				Non-Guarantor
	Company				Issuer				Subsidiaries				Subsidiaries				Eliminations				Consolidated
Cash flows from operating activities:
Net loss	$	(218,240	)		$	(47,366	)		$	(177,019	)		$	(33,906	)		$	273,686			$	(202,845	)
Reconciling items:
Depreciation and amortization	—				—				169,712				149,240				—				318,952
Impairment charges	—				—				7,772				—				—				7,772
Deferred taxes	46,372				—				(38,507		)		6,530				—				14,395
Provision for doubtful accounts	—				—				4,384				3,003				—				7,387
Amortization of deferred financing charges and note discounts, net	—				8,952				—				1,778				—				10,730
Share-based compensation	—				—				5,383				3,134				—				8,517
Loss (gain) on disposal of operating assets, net	—				—				935				(4,299		)		—				(3,364		)
Foreign exchange transaction loss	—				—				37				33,543				—				33,580
Equity in (earnings) loss of nonconsolidated affiliates	177,019				52,543				42,907				313				(273,686		)		(904		)
Other reconciling items, net	—				—				(232		)		(1,324		)		—				(1,556		)
Changes in operating assets and liabilities:
Increase in accounts receivable	—				—				(38,121		)		(36,477		)		—				(74,598		)
Decrease (increase) in prepaid expenses and other current assets	(38		)		2,222				(8,374		)		8,267				—				2,077
Increase in accounts payable	—				—				22,612				6,635				—				29,247
Increase (decrease) in accrued expenses	32,589				1,910				(22,997		)		13,892				—				25,394
Increase in accrued interest	—				1,004				42				339				—				1,385
Increase in deferred revenue	—				—				34,070				7,277				—				41,347
Changes in other operating assets and liabilities, net	(1,982		)		—				(10,415		)		(17,844		)		—				(30,241		)
Net cash provided by (used for) operating activities	35,720				19,265				(7,811		)		140,101				—				187,275
Cash flows from investing activities:
Purchases of property, plant and equipment	—				—				(80,716		)		(130,363		)		—				(211,079		)
Proceeds from disposal of assets	—				—				6,295				3,475				—				9,770
Increase in intercompany notes receivable, net	—				(28,887		)		—				(1		)		28,888				—
Dividends from subsidiaries	—				—				1,111				—				(1,111		)		—
Other investing activities, net	—				—				(1,786		)		(497		)		—				(2,283		)
Net cash used for investing activities	—				(28,887		)		(75,096		)		(127,386		)		27,777				(203,592		)
Cash flows from financing activities:
Proceeds from long-term debt	—				—				444				(444		)		—				—
Payments on long-term debt	—				—				(632		)		—				—				(632		)
Debt issuance costs	—				(1,610		)		—				—				—				(1,610		)
Net transfers from iHeartCommunications	78,823				—				—				—				—				78,823
Payments to noncontrolling interests	—				—				—				(4,505		)		—				(4,505		)
Dividends paid	(30,678		)		—				—				(1,111		)		1,111				(30,678		)
Increase in intercompany notes payable, net	—				—				—				28,888				(28,888		)		—
Intercompany funding	(109,246		)		11,232				78,671				19,343				—				—
Other financing activities, net	(712		)		—				—				—				—				(712		)
Net cash provided by (used for) financing activities	(61,813		)		9,622				78,483				42,171				(27,777		)		40,686

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(In thousands)	Year Ended December 31, 2018
	Parent				Subsidiary				Guarantor				Non-Guarantor
	Company				Issuer				Subsidiaries				Subsidiaries				Eliminations				Consolidated
Effect of exchange rate changes on cash, cash equivalents and restricted cash	—				—				—				(9,810		)		—				(9,810		)
Net increase (decrease) in cash, cash equivalents and restricted cash	(26,093		)		—				(4,424		)		45,076				—				14,559
Cash, cash equivalents and restricted cash at beginning of year	27,653				—				23,144				137,513				—				188,310
Cash, cash equivalents and restricted cash at end of  year	$	1,560			$	—			$	18,720			$	182,589			$	—			$	202,869

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(In thousands)	Year Ended December 31, 2017
	Parent				Subsidiary				Guarantor				Non-Guarantor
	Company				Issuer				Subsidiaries				Subsidiaries				Eliminations				Consolidated
Cash flows from operating activities:
Net income (loss)	$	(644,348	)		$	(15,733	)		$	114,363			$	5,444			$	(85,936	)		$	(626,210	)
Reconciling items:
Depreciation and amortization	—				—				181,905				144,086				—				325,991
Impairment charges	—				—				—				4,159				—				4,159
Deferred taxes	(93,882		)		(514		)		(218,955		)		2,266				—				(311,085		)
Provision for doubtful accounts	—				—				10,083				(3,343		)		—				6,740
Amortization of deferred financing charges and note discounts, net	—				8,786				—				1,741				—				10,527
Share-based compensation	—				—				6,432				3,158				—				9,590
Loss (gain) on disposal of operating and other assets, net	—				—				(35,020		)		5,673				—				(29,347		)
Loss on Due from iHeartCommunications	855,648				—				—				—				—				855,648
Foreign exchange transaction loss	—				—				(27		)		(29,536		)		—				(29,563		)
Equity in (earnings) loss of nonconsolidated affiliates	(114,363		)		4,575				22,861				1,981				85,936				990
Other reconciling items, net	—				—				(3,419		)		(246		)		—				(3,665		)
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
Increase in accounts receivable	—				—				(9,104		)		(30,686		)		—				(39,790		)
Decrease in prepaid expenses and other current assets	1,072				—				2,409				6,127				—				9,608
Increase (decrease) in accounts payable	—				—				(7,314		)		3,188				—				(4,126		)
Increase (decrease) in accrued expenses	(434		)		(59,968		)		56,885				(3,799		)		—				(7,316		)
Increase (decrease) in accrued interest	—				—				(77		)		508				—				431
Decrease in deferred revenue	—				—				(8,402		)		(4,871		)		—				(13,273		)
Changes in other operating assets and liabilities, net	—				—				(3,067		)		3,876				—				809
Net cash provided by (used for) operating activities	3,693				(62,854		)		109,553				109,726				—				160,118
Cash flows from investing activities:
Purchases of property, plant and equipment	—				—				(73,641		)		(150,597		)		—				(224,238		)
Proceeds from disposal of assets	—				—				63,731				8,318				—				72,049
Decrease (increase) in intercompany notes receivable, net	—				149,612				11				(11,284		)		(138,339		)		—
Dividends from subsidiaries	—				—				10,710				—				(10,710		)		—
Other investing activities, net	—				—				(8,744		)		6,411				—				(2,333		)
Net cash provided by (used for) investing activities	—				149,612				(7,933		)		(147,152		)		(149,049		)		(154,522		)
Cash flows from financing activities:
Payments on credit facilities	—				—				—				(909		)		—				(909		)
Proceeds from long-term debt	—				—				—				156,000				—				156,000
Payments on long-term debt	—				—				(100		)		(648		)		—				(748		)
Debt issuance costs	—				—				(1		)		(4,386		)		—				(4,387		)
Net transfers to iHeartCommunications	(181,939		)		—				—				—				—				(181,939		)
Payments to noncontrolling interests	—				—				—				(12,010		)		—				(12,010		)
Dividends paid	(332,824		)		—				—				(10,710		)		10,710				(332,824		)
Increase (decrease) in intercompany notes payable, net	—				11,273				—				(149,612		)		138,339				—
Intercompany funding	239,906				(98,031		)		(140,250		)		(1,625		)		—				—
Other financing activities, net	(1,468		)		—				—				(1,228		)		—				(2,696		)
Net cash used for financing activities	(276,325		)		(86,758		)		(140,351		)		(25,128		)		149,049				(379,513		)

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(1)	The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect the shares that will be issued upon the vesting of outstanding awards of RSUs or PSUs, which have no exercise price.

(2)	Represents the 2005 Stock Incentive Plan and the 2012 Stock Incentive Plan. The 2005 Stock Incentive Plan automatically terminated (other than with respect to outstanding awards) upon stockholder approval of the 2012 Stock Incentive Plan at our Annual Meeting of Stockholders on May 18, 2012 and, as a result, there are no shares available for grant under the 2005 Stock Incentive Plan.

(3)	This number includes shares subject to outstanding awards granted, of which 4,872,438 shares are subject to outstanding options, 5,412,620 shares are subject are subject to outstanding time-based RSUs, and 1,515,747 shares are subject to performance awards, assuming the maximum level of performance is achieved. 2,946,459 shares subject to outstanding restricted stock awards have been excluded.

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•	Consolidated Balance Sheets as of December 31, 2019 and 2018.

•	Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2019, 2018 and 2017.

•	Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2019, 2018 and 2017.

•	Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 and 2017.

•	Notes to Consolidated Financial Statements

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

Allowance for Doubtful Accounts

(In thousands)						Charges
		Balance at				to Costs,				Write-off								Balance
		Beginning				Expenses				of Accounts								at End of
Description		of period				and other				Receivable				Other(1)				Period
Year Ended December 31, 2017		$	22,398			$	6,740			$	8,057			$	1,406			$	22,487
Year Ended December 31, 2018		$	22,487			$	7,387			$	4,707			$	(943	)		$	24,224
Year Ended December 31, 2019		$	24,224			$	6,223			$	6,392			$	(269	)		$	23,786

(1)	Primarily foreign currency adjustments and acquisition and/or divestiture activity.

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Deferred Tax Asset Valuation Allowance

(In thousands)						Charges
		Balance at				to Costs,												Balance
		Beginning				Expenses												at end of
Description		of Period				and other(1)				Reversal(2)				Adjustments(3)				Period
Year Ended December 31, 2017		$	136,039			$	158,857			$	(12,155	)		$	(8,522	)		$	274,219
Year Ended December 31, 2018		$	274,219			$	60,522			$	(2,835	)		$	(15,224	)		$	316,682
Year Ended December 31, 2019		$	316,682			$	105,935			$	(2,443	)		$	(127,235	)		$	292,939

(1)

During 2017, 2018 and 2019, the Company recorded valuation allowances on deferred tax assets attributable to net operating losses in certain foreign jurisdictions due to the uncertainty of the ability to utilize those losses in future periods. During 2019, the Company recorded $49.2 million in valuation allowance related to federal and state deferred tax assets and $56.8 million in valuation allowance on foreign deferred tax assets due to the uncertainty of the ability to utilize these assets in future periods.

(2)

During 2017, 2018 and 2019, the Company realized the tax benefits associated with certain foreign deferred tax assets, primarily related to foreign loss carryforwards, on which a valuation allowance was previously recorded.  The associated valuation allowance was reversed in the period in which, based on the weight of available evidence, it is more-likely-than-not that the deferred tax asset will be realized.

(3)

During 2017, 2018 and 2019, the Company adjusted certain valuation allowances as a result of changes in tax rates in certain jurisdictions as a result of the expiration of carryforward periods for net operating loss carryforwards, and as a result of foreign exchange rate movements. Also, in 2019 the Company recorded a reduction in valuation allowance totaling $124.6 million to adjust for the reduction in deferred tax assets attributed to federal NOL carryforwards and certain state NOL carryforwards at the time of separation from iHeartMedia.

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