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

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

    FOR THE TRANSITION PERIOD FROM                          TO                           

Commission File Number 001-32663

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

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

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

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

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

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

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

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

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

ITEM 1.  BUSINESS

•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.

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

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

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

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

•Opportunistic expansion. Part of our long-term vision is to leverage our operational performance to optimize our capital structure, pursue opportunities for acquisitions in a fragmented marketplace and exploit potential for portfolio expansion with acquisitions benefiting from our technology platform. Despite the current challenges of COVID-19, we believe that there are opportunities for expansion in the fragmented out-of-home space, and we remain open to opportunities that accelerate our path to creating enhanced value for shareholders. However, given the current economic environment, our immediate focus is on continuing to own, operate and enhance the value of our existing portfolio of assets.

•In 2020, we recognized reductions of rent expense on lease and non-lease contracts due to negotiated rent abatements of $77.7 million.

•We also received European governmental support and wage subsidies in response to COVID-19 of $15.6 million, which have been recorded as reductions in compensation and rent costs.

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

Billboards. Our Americas billboard inventory primarily includes bulletins and posters and is available in both printed and digital formats. The terms of our customer contracts for these displays generally range from four weeks to one year. Because of their greater size and impact, we typically receive higher rates for bulletins than we do for posters.

•Bulletins, which are most commonly 14 feet high by 48 feet wide, are generally located along major expressways, primary commuting routes and main intersections that are highly visible and heavily trafficked. Our customers may contract for individual bulletins or a network of bulletins, meaning their advertisements are rotated within the network to increase the reach of the campaign.

•Posters can vary in size but are commonly approximately 11 feet high by 23 feet wide, and junior posters are approximately 5 feet high by 11 feet wide. Posters are generally located in commercial areas on primary and secondary routes near point-of-purchase locations, facilitating advertising campaigns with greater demographic targeting than those displayed on bulletins.

•Premiere displays, which use one or more poster panels but with vinyl advertising stretched over the panels similar to bulletins, are innovative hybrids between bulletins and posters that we developed to provide our customers with an alternative for their targeted marketing campaigns, combining the creative impact of bulletins with the additional reach and frequency of posters.

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

    Street Furniture Displays. Our Americas street furniture displays, which are available in both printed and digital formats, include advertising surfaces on bus shelters, information kiosks, freestanding units and other public structures and are primarily located in major metropolitan areas and along major commuting routes. We are generally responsible for the construction and maintenance of street furniture structures, and we typically sell advertising on our street furniture displays as part of a network package that includes multiple street furniture displays. The terms of our customer contracts for these displays generally range from four weeks to one year.

    Spectaculars and Wallscapes. Spectaculars are customized display structures that often incorporate video, multi-dimensional lettering and figures, mechanical devices, moving parts and other embellishments to create special effects. Customer contracts for these displays, which are located in New York City's Times Square, typically have terms of at least one year. A wallscape is a display that drapes over or is suspended from the sides of buildings or other structures and is generally located in high-profile areas where other types of out-of-home advertising displays are limited or unavailable. The majority of our wallscapes are located in Chicago, Dallas, Los Angeles, San Francisco and New York City’s Times Square, and the terms of our customer contracts for these displays typically range from four weeks to one year.

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

Digital. Digital advertising allows for high-frequency, 24-hour advertising changes in high-traffic locations, enabling us to offer our clients optimal flexibility, distribution, circulation and visibility. Our scale has enabled cost-effective investment in new display technologies, such as digital billboards and smaller format LCD screens. The dynamic nature of digital displays allows us to sell more advertising opportunities to advertisers, optimizing yield on a per structure basis. We deployed 74 new digital billboards during 2020, for a total of more than 1,400 digital billboards as of December 31, 2020. Our Americas segment had more than 2,000 digital billboards and street furniture displays as of December 31, 2020.

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

•RADARProof® is our attribution measurement tool, which uses anonymized and aggregated data to understand the behavior of groups of people after they've been exposed to specific campaign ads. The behavior of these "exposed audiences" is 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;

•RADARConnect® 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

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

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

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

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

    Billboards. The sizes of our Europe billboards are not standardized. The billboards vary in size across our networks, with the majority of our Europe billboards being similar in size to the posters used in our Americas business. Our Europe billboard inventory is primarily comprised of premium and classic billboards and is available in both printed and digital formats. They are primarily sold to clients as network packages with contract terms typically ranging from one to two weeks, although long-term customer contracts with terms of up to one year are also available.

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

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

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

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

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

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

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

Digital. Our digital network is a dynamic medium, which enables our customers to engage in real-time, tactical, topical and flexible advertising. Our scale has enabled cost-effective investment in digital display technology, and we continued to expand our digital footprint this year, adding 1,244 digital displays in 2020 for a total of more than 16,000 digital displays as of December 31, 2020. Through our digital brands, including Clear Channel Play and Adshel Live, we are able to offer networks of digital displays in multiple formats and environments including bus shelters, billboards, airports, transit, malls and flagship locations. As we continue to expand our digital reach across European cities, we are well-positioned to deliver increased flexibility and enhanced contextual relevance, at scale, improving our ability to meet brands’ needs.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

•Our limited history operating as an independent public company;

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

•Investors' perceptions of our prospects;

•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;

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

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

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

•Changes in key personnel; and

•Future sales of our common stock by our officers, directors and significant stockholders.

•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.

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

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

•Redeem, repurchase or retire our subordinated debt;

•Make certain investments;

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

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

•Enter into transactions with affiliates;

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

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

•Alter the business that we conduct; and

•Designate our subsidiaries as unrestricted subsidiaries.

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

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

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

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

•industry conditions, including competition;

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

•technological changes and innovations;

•shifts in population and other demographics;

•fluctuations in operating costs;

•changes in labor conditions and management;

•regulations and consumer concerns regarding privacy and data protection;

•a breach of our information security measures;

•legislative or regulatory requirements;

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

•our ability to execute restructuring plans;

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

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

•risks of doing business in foreign countries;

•fluctuations in exchange rates and currency values;

•effects of Brexit on our business;

•volatility of our stock price;

•the effect of analyst or credit ratings downgrades;

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

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

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

•uncertainty relating to the LIBOR calculation process and potential phasing out of LIBOR;

•the risk that our historical financial information is not necessarily representative of the results we would have achieved as an independent public company and may not be a reliable indicator of future results;

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

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

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

C. William Eccleshare was appointed as our Chief Executive Officer on May 1, 2019 in connection with the Separation. Prior to that time, Mr. Eccleshare served as the Chief Executive Officer-Clear Channel International at iHeartMedia and Clear Channel Outdoor Holdings, Inc. (prior to the Separation, “CCOH”) and was appointed to this position on March 2, 2015. Prior to such time, he served as Chief Executive Officer-Outdoor of iHeartMedia and CCOH since January 24, 2012. Prior to such time, he served as Chief Executive Officer-Clear Channel Outdoor-International of iHeartMedia since February 17, 2011 and as Chief Executive Officer-International of CCOH since September 1, 2009. Previously, he was Chairman and CEO of BBDO EMEA from 2005 to 2009. Prior thereto, he was Chairman and CEO of Young & Rubicam EMEA since 2002. Mr. Eccleshare has an M.A. in History from Trinity College, University of Cambridge. Mr. Eccleshare was selected to serve as a director because of his extensive experience in the out-of-home advertising business gained through the course of his career.

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

Scott R. Wells is the Chief Executive Officer of Clear Channel Outdoor Americas and was appointed to this position on March 3, 2015. Previously, Mr. Wells served as an Operating Partner at Bain Capital since January 2011 and prior to that served as an Executive Vice President at Bain Capital since 2007. Mr. Wells also was one of the leaders of the firm’s operationally focused Portfolio Group. Prior to joining Bain Capital, he held several executive roles at Dell, Inc. (“Dell”) from 2004 to 2007, most recently as Vice President of Public Marketing and On-Line in the Americas. Prior to joining Dell, Mr. Wells was a Partner at Bain & Company, where he focused primarily on technology and consumer-oriented companies. Mr. Wells was a member of our Board from August 2008 until March 2015. He currently serves as a director of Ad Council, the Achievement Network (ANet) and the Outdoor Advertising Association of America (OAAA). He has an MBA, with distinction, from the Wharton School of the University of Pennsylvania and a B.S. from Virginia Tech.

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

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

(1)The shares indicated consist of shares of our common stock tendered to us by employees during the three months ended December 31, 2020 to satisfy the employees’ tax withholding obligations in connection with the vesting and release of restricted shares, which are repurchased by us based on their fair market value on the date the relevant transaction occurs.

•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 REITs.

•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 guarantor subsidiaries.

•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.

•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 of cleaning and maintaining our displays.

•Consolidated revenue decreased 30.9% during the year ended December 31, 2020, as compared to 2019. Excluding the impact from movements in foreign exchange rates, consolidated revenue decreased 31.4%. This decrease was primarily driven by COVID-19 and its extensive impact on the global advertising market, which severely reduced our performance in both Americas and Europe in 2020.

•On April 28, 2020, we sold our stake in Clear Media, our former indirect, non-wholly owned subsidiary based in China, for $253.1 million. In October 2020, we paid $23.3 million of withholding taxes to the Chinese taxing authorities related to our $75.2 million gain on the sale.

•In May 2020, CCIBV, our indirect wholly-owned subsidiary, issued a promissory note, which was transferred to the holder of our mandatorily-redeemable preferred stock (“Preferred Stock”) in exchange for the Preferred Stock, which remains outstanding and held by one of our subsidiaries and is eliminated in consolidation. This promissory note was repaid in full in August 2020.

•In August 2020, CCIBV issued $375 million aggregate principal amount of 6.625% Senior Secured Notes due 2025 (the “CCIBV Senior Secured Notes”).

•We have taken a number of additional liquidity measures in 2020, including making a cautionary draw of $150 million under our Revolving Credit Facility, of which $20.0 million was repaid during the fourth quarter, and amending our senior credit agreement to suspend the springing financial covenant of the Revolving Credit Facility through June 2021 and delay the timing of the financial covenant step-down until March 31, 2022.

•We recognized reductions of rent expense on lease and non-lease contracts due to negotiated rent abatements of $77.7 million. We also received European governmental support and wage subsidies in response to COVID-19 of $15.6 million, which have been recorded as reductions in compensation and rent costs.

•In September 2020, we committed to a restructuring plan to reduce headcount in Europe and Latin America. We expect to substantially complete this plan by the first half of 2022, but we are unable to estimate the anticipated cost savings with certainty at this time. Also, during the third quarter, we began a similar restructuring plan in our Americas segment, with expected annualized pre-tax cost savings of approximately $7 million. In conjunction with these plans, we expect an additional annualized pre-tax cost savings of approximately $5 million in our Corporate operations. We incurred a combined $14.6 million in restructuring costs pursuant to these plans as of December 31, 2020. Refer to Item 1 of this Annual Report on Form 10-K for additional details related to these restructuring plans.

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

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

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

2Our Latin America business represented ($8.9) million and $19.5 million of Other Segment Adjusted EBITDA for the years ended December 31, 2020 and 2019, respectively.

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

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

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

2Our Latin America business represented $19.5 million and $20.8 million of Other Segment Adjusted EBITDA for the years ended December 31, 2019 and 2018, respectively.

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

(2)Prior to the sale of Clear Media on April 28, 2020, we had capital expenditures related to the addition of transit advertising structures and purchase of concession rights in China.

(3)Corporate capital expenditures increased in 2019 due to the build-out of the new San Antonio office and IT infrastructure after the Separation, and the build-out of IT infrastructure continued in 2020.

•Renegotiated contracts with landlords and municipalities to better align fixed site lease expenses with reductions in revenue;

•Cut compensation costs through reductions in salaries, bonuses and employee hours, as well as hiring freezes and furloughs;

•Obtained European governmental support and wage subsidies;

•Eliminated and reduced certain discretionary expenses;

•Deferred capital expenditures; and

•Deferred site lease and other payments to optimize working capital levels.

Cash and Cash Equivalents    

Additionally, during 2020, we paid $8.8 million on the restructuring plans outlined above to reduce headcount throughout our business. We expect to incur additional cash expenditures related to the Europe portion of the international plan through the first half of 2022, although we are unable to estimate the total charges with certainty at this time. Refer to Note 4 to our Consolidated Financial Statements located in Item 8 of Part II of this Annual Report on Form 10-K for further information on our restructuring plans.

•$1,975.0 million of borrowings under the Term Loan Facility, to be paid in quarterly installments of $5 million, with the remaining balance maturing on August 23, 2026;

•$130.0 million of borrowings under the Revolving Credit Facility, which matures on August 23, 2024;

•$1,250.0 million of borrowings under the CCOH Senior Secured Notes, which bear interest at a rate of 5.125% per annum and mature on August 15, 2027;

•$375.0 million of borrowings under the CCIBV Senior Secured Notes, which bear interest at a rate of 6.625% per annum and mature on August 1, 2025;

•$1,901.5 million of borrowings under the CCWH Senior Notes, which bear interest at a rate of 9.25% per annum and mature on February 15, 2024; and

•$6.8 million of borrowings under finance leases utilized for general operating purposes.

(1)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 details on our outstanding long-term debt. Note that the amounts of principal and interest payments presented in this contractual obligations table are as of December 31, 2020 and therefore do not give effect to the issuance of the 7.750% Senior Notes and anticipated partial redemption of the CCWH Senior Notes in the first quarter of 2021.

(2)Operating lease obligations represent our future minimum rental commitments under non-cancelable operating lease agreements.

(3)Obligations under non-cancelable contracts include minimum payments under contracts that do not meet the definition of a lease as they provide the supplier with a right to fulfill the arrangement with property, plant and equipment not specified within the contract.

(4)Capital expenditure obligations include our commitments relating to required purchases of property, plant and equipment under certain street furniture contracts; penalties required under certain contracts if we do not fulfill our commitments related to obligations to build bus stops, kiosks and other public amenities or advertising structures; and commitments under the initial 12-year term of the new airport advertising and sponsorship contract with the Port Authority of New York and New Jersey (subject to reduction based upon the level of passenger traffic at the airports).

(5)The non-current portion of 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 about unrecognized tax benefits, refer to Note 8 to our Consolidated Financial Statements located in Item 8 of Part II of this Annual Report on Form 10-K.

(6)Other long-term obligations includes $64.6 million of pension liabilities, $46.2 million of asset retirement obligations, and  $26.5 million related to other long-term obligations with a specific maturity.

(1) Investments in non-guarantor subsidiaries have been excluded from the presentation of Other assets. Other assets primarily consists of goodwill, intangible assets and right-of-use assets.

Lease term. Lease term includes the non-cancelable period of the lease together with all of the following: periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option, periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option, and periods covered by an option to extend (or not to terminate) the lease in which exercise of the option is controlled by the lessor. When calculating our lease liability for contracts in which we are the lessee, we generally exclude renewal periods from the lease term as we do not consider exercise of such options to be reasonably certain for most of our leases. Therefore, unless exercise of a renewal option is considered reasonably certain, the optional terms and payments are not included within the lease liability. The expected lease term is used in determining whether the lease is accounted for as an operating lease or a finance lease. A lease is considered a finance lease if the lease term is for a major part of the remaining economic life of the underlying asset. The expected lease term is also used in determining the depreciable life of the asset. An increase in the expected lease term will increase the probability that a lease may be considered a finance lease and will generally result in higher interest and depreciation expense for a leased property recorded on our balance sheet.

Incremental borrowing rate. We use the incremental borrowing rate ("IBR") to determine the present value of lease payments at the commencement of a 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. We also use the IBR in determining whether the lease is accounted for as an operating lease or a finance lease. An increase in the IBR decreases the net present value of the minimum lease payments and reduces the probability that a lease will be considered a finance lease.

Fair market value of leased asset. The fair market value of leased property is generally estimated based on comparable market data as provided by third-party sources. Fair market value is used in determining whether the lease is accounted for as an operating lease or a finance lease. A higher fair market value as compared to the present value of lease payments reduces the likelihood that a lease will be considered a finance lease.

•Industry revenue growth forecasts were used for the initial four-year period, which varied by market;

◦For the March 31 test, industry revenue growth forecasts for the initial four-year period included an average growth of 2.4% over the first two years, factoring in the impacts related to COVID-19, and between 2.9% and 3.0% during the remaining two years;

◦For the September 30 test, industry revenue growth forecasts started with the trailing twelve month forecast period ending September 30, 2021, and annual revenue growth on average of 8% was assumed from year two to year four, factoring in recovery from the impacts related to COVID-19;

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

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