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What changed in Clear Channel Outdoor Holdings, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Clear Channel Outdoor Holdings, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+491 added−633 removedSource: 10-K (2025-02-24) vs 10-K (2024-02-26)

Top changes in Clear Channel Outdoor Holdings, Inc.'s 2024 10-K

491 paragraphs added · 633 removed · 341 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeThe following table quantifies the number of displays in our America segment as of December 31, 2023, disaggregated by our top 15 U.S. markets and product type: Market Printed Billboard Displays Other Printed Displays Digital Billboard Displays Other Digital Displays Total Displays Percentage of Total Displays (1) Los Angeles 3,904 3,144 97 — 7,145 14 % New York 766 5 60 — 831 2 % San Francisco/Bay Area 1,121 3,785 40 322 5,268 11 % Dallas 2,377 — 156 — 2,533 5 % Houston 2,083 — 52 — 2,135 4 % Miami 1,278 443 106 — 1,827 4 % Atlanta 1,688 — 204 — 1,892 4 % Philadelphia 2,550 992 65 — 3,607 7 % Orlando 1,205 — 92 — 1,297 3 % Washington, D.C./Baltimore 1,617 1,543 40 145 3,345 7 % Chicago 2,749 533 88 43 3,413 7 % Boston 1,237 95 67 2 1,401 3 % Minneapolis 1,102 5 82 4 1,193 2 % Las Vegas 719 — 91 — 810 2 % San Antonio 1,582 — 53 — 1,635 3 % All other markets 7,853 2,761 538 90 11,242 23 % Total America 33,831 13,306 1,831 606 49,574 100 % (1) Due to rounding, the total may not equal the sum of the percentages in the table above. 7 Table of Contents Airports Our Airports segment provides advertising opportunities around and within U.S. and Caribbean airports.
Biggest changeThe table below shows the number of displays in our America segment as of December 31, 2024, by product type, for each our top 15 U.S. markets: Market Printed Billboard Displays Other Printed Displays Digital Billboard Displays Other Digital Displays Total Displays Percentage of Total Displays (1) Los Angeles 3,856 2,762 105 — 6,723 14 % New York 741 5 72 — 818 2 % San Francisco/Bay Area 1,099 3,219 40 290 4,648 10 % Dallas 2,354 — 162 — 2,516 5 % Miami 1,211 427 127 — 1,765 4 % Houston 2,053 — 54 — 2,107 4 % Atlanta 1,649 — 209 — 1,858 4 % Philadelphia 2,507 1,012 65 — 3,584 7 % Orlando 1,183 — 96 — 1,279 3 % Washington D.C./Baltimore 1,577 1,543 44 146 3,310 7 % Minneapolis 1,067 5 83 4 1,159 2 % Chicago 2,702 481 89 43 3,315 7 % Boston 1,208 95 67 2 1,372 3 % San Antonio 1,542 798 61 — 2,401 5 % Las Vegas 700 — 95 — 795 2 % All other markets 7,574 2,858 561 91 11,084 23 % Total America 33,023 13,205 1,930 576 48,734 100 % (1) Due to rounding, the total may not equal the sum of the percentages in the table above. 6 Table of Contents Airports Our Airports segment offers advertising opportunities at nearly 200 commercial and private airports in the U.S. and the Caribbean, targeting travelers at key touchpoints throughout their journey.
We believe we are at the forefront of driving innovation in the out-of-home advertising industry, and our dynamic advertising platform is broadening the pool of advertisers using our medium through the expansion of digital displays and the integration of data analytics and programmatic capabilities that deliver measurable campaigns that are simpler to buy.
We believe we are at the forefront of driving innovation in the out-of-home advertising industry, and our dynamic advertising platform is broadening the pool of advertisers using our medium through the expansion of our network of digital displays and the integration of data analytics and programmatic capabilities to deliver measurable campaigns that are simpler to buy.
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports are available free of charge through our Investor Relations website at investor.clearchannel.com as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports are available free of charge on our Investor Relations website at investor.clearchannel.com/financials/quarterly-results as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.
Additional information about the impact of government regulations on our business is provided below and in Item 1A of this Annual Report on Form 10-K. 11 Table of Contents Industry Regulation In the U.S., the Highway Beautification Act regulates out-of-home advertising on controlled roads, including the size and placement of billboards, and requires the development of state standards and compliance programs for the effective control of billboards.
Additional information about the impact of government regulations on our business is provided below and in Item 1A of this Annual Report on Form 10-K. 8 Table of Contents Industry Regulation In the U.S., the Highway Beautification Act (the “HBA”) regulates out-of-home advertising on controlled roads, including billboard size and placement, and requires the development of state standards and compliance programs for the effective control of billboards.
Prior to joining Bain Capital, he held several executive roles at Dell, Inc. from 2004 to 2007, most recently as Vice President of Public Marketing and On-Line in the Americas. Prior to joining Dell, Inc., Mr. Wells was a Partner at Bain & Company, where he focused primarily on technology and consumer-oriented companies.
Previously, he held various executive roles at Dell, Inc. from 2004 to 2007, most recently as Vice President of Public Marketing and On-Line in the Americas. Prior to joining Dell, Inc., Mr. Wells was a Partner at Bain & Company, focusing on technology and consumer-oriented companies.
For the year ended December 31, 2023, compliance with regulations applicable to us did not have a material effect on our capital expenditures, earnings or competitive position, and at this time, we do not expect to incur material capital expenditures related to compliance with regulations during 2024.
For the year ended December 31, 2024, compliance with these governmental regulations did not have a material effect on our capital expenditures, earnings or competitive position, and, at this time, we do not expect to incur material capital expenditures related to compliance with regulations in 2025.
Rates Our advertising rates are based on a number of different factors, including location, demand, competition, size of display, board occupancy, illumination, market and gross rating points (the total number of impressions delivered by a display or group of displays, expressed as a percentage of market population).
Rates Our advertising rates are determined by factors such as location, demand, competition, display size, occupancy, illumination, market and gross rating points, which measure the total number of impressions delivered by a display or group of displays, expressed as a percentage of market population.
The contents of our website are not deemed to be part of this Annual Report on Form 10-K or any of our other filings with the SEC.
The contents of our website are not deemed to be part of this Annual Report on Form 10-K or any other filings with the U.S. Securities and Exchange Commission (“SEC”).
By leveraging the scale, reach and flexibility of our diverse portfolio of assets, we connect advertisers with millions of consumers every month.
By leveraging the scale, reach and flexibility of our diverse portfolio of assets — including roadside billboards, street furniture and airport displays — we connect advertisers with millions of consumers every month.
According to data published by MAGNA Global in December 2023, global out-of-home revenues are expected to grow at a 4.5% compounded annual growth rate from 2024 to 2028, while most other traditional mediums are expected to shrink or remain relatively flat.
According to MAGNA Global data from December 2024, U.S. out-of-home revenues are expected to grow at a 4.4% compounded annual growth rate from 2025 to 2029, while other traditional mediums are expected to shrink or remain relatively flat.
In the U.S., we have been at the forefront of the programmatic out-of-home space since we pioneered the use of the private marketplace buy type in 2016, and with our differentiated inventory, dedicated sales team, robust technology infrastructure, innovative data solutions and deep industry relationships, we believe we are well-positioned to drive growth and build our leadership position in this expanding market.
We have been at the forefront in the U.S. programmatic out-of-home space since pioneering the private marketplace buy type in 2016. With our differentiated inventory, dedicated sales team, advanced technology, innovative data solutions and deep industry relationships, we believe we are well-positioned for growth.
We believe that our properties are in good condition and suitable for our operations. No one property is material to our overall operations. We are also generally responsible for the construction and maintenance of street furniture structures.
We believe our properties are in good condition and suitable for operations, and no single property is material to our overall operations. We are also generally responsible for constructing and maintaining street furniture structures.
With over 90% of American adults on the road each week, according to data provided by Scarborough Research in 2023, out-of-home offers advertisers a cost-effective advertising medium to reach consumers along their daily journeys in ways that can drive measurable results.
Our Industry We believe out-of-home advertising holds a strong position in the media mix, offering advertisers a cost-effective medium to reach consumers along their daily journeys in ways that can drive measurable results, with over 90% of American adults on the road each week according to 2024 Scarborough Research data.
Our sales employees are also incentivized through sales commission programs, and our executives and certain other employees receive long-term equity awards that vest based on our relative total shareholder return or over a defined period. We believe that a compensation program with both short-term and long-term awards provides fair and competitive compensation and aligns employee and stockholder interests.
Sales employees also receive sales commission incentives, while executives and certain other employees receive long-term equity awards that vest based on our relative total shareholder return or over a defined period. We believe this mix of short-term and long-term incentives ensures competitive compensation and aligns employee and stockholder interests.
We also obtain anonymous and/or aggregated audience behavior insights about consumers from vetted third-party data providers. We use and share this information for a variety of business purposes and may coordinate out-of-home client campaigns with online advertising campaigns run by our business partners, including interstitial ads and push notifications.
We also obtain anonymous and/or aggregated audience behavior insights about consumers from vetted third-party data providers, which we use and share for various business purposes, including coordinating clients’ out-of-home campaigns with online advertising campaigns run by our business partners.
Feldman was appointed as our Executive Vice President, General Counsel and Corporate Secretary on May 1, 2019, and effective November 1, 2022, her title was changed to Executive Vice President, Chief Legal Officer and Corporate Secretary. Prior to May 1, 2019, Ms.
Feldman was appointed as our Executive Vice President, General Counsel and Corporate Secretary on May 1, 2019. On November 1, 2022, her title was changed to Executive Vice President, Chief Legal Officer and Corporate Secretary. Prior to this role, Ms. Feldman served as Executive Vice President and General Counsel for Clear Channel Outdoor Americas from July 2016.
The following table shows the percentage of total America revenue by product category in each of these years: Year Ended December 31, 2023 2022 2021 Billboards: Bulletins 74 % 73 % 74 % Posters 11 % 12 % 12 % Spectaculars and wallscapes 6 % 6 % 5 % Street furniture displays 3 % 4 % 4 % Other 6 % 6 % 5 % Total 100 % 100 % 100 % Note: Due to rounding, totals may not equal the sum of the items in the table above.
The breakdown of America revenue by product for these years is shown in the table below: Year Ended December 31, 2024 2023 2022 Billboards: Bulletins 75 % 74 % 73 % Posters 11 % 11 % 12 % Spectaculars and wallscapes 5 % 6 % 6 % Street furniture 3 % 3 % 4 % Other 5 % 6 % 6 % Total (1) 100 % 100 % 100 % (1) Due to rounding, the total may not equal the sum of the percentages in the table above.
Supply Side Platforms allow publishers like us to connect their inventory to multiple DSPs at once, exposing available inventory to multiple potential buyers while also giving the publisher control over pricing.
Supply Side Platforms (“SSPs”) allow publishers like us to connect inventory to multiple DSPs simultaneously, exposing available inventory to more potential buyers while also providing control over pricing.
We are subject to a wide variety of local, state and federal laws and regulations in the countries in which we operate, including: • land use laws and zoning restrictions; • environmental, health and safety laws and regulations applicable to an owner or operator of real estate properties and facilities, and which relate to the use, storage, disposal, emission and release of hazardous and non-hazardous substances, including increasing regulation requiring us to disclose local greenhouse gas emissions; • laws and regulations related to consumer protection, information security, data protection, privacy and unauthorized access to, or acquisition of, Personal Identifiable Information (“PII”); • laws and regulations that seek to impose taxes on revenue from out-of-home advertising and on personal property and leasehold interests in advertising locations; and • laws and regulations related to labor and employment, human rights, anti-bribery and competition matters.
Regulation of our Business Our business is subject to various local, state and federal laws and regulations in the countries where we operate, including: • Land use laws and zoning restrictions; • Environmental, health and safety laws and regulations, including those applicable to owners or operators of real estate properties and facilities, and those related to the handling of hazardous substances (including their use, storage, disposal, emission and release) and greenhouse gas emissions; • Consumer protection, information security and data privacy laws, including those related to the protection of, access to, or acquisition of Personal Information (“PI”); • Regulations seeking to impose taxes on out-of-home advertising revenue, as well as on personal property or leasehold interests in advertising locations; and • Labor, employment, human rights, anti-bribery and competition laws.
Cochrane became Chief Executive Officer of both Clear Channel U.K. and Clear Channel’s European markets. Prior to joining Clear Channel in November 2001, Mr. Cochrane had trained as a Chartered Accountant, working in both public accounting and banking for five years. Mr.
Cochrane became CEO of Clear Channel U.K. in 2015 and, in 2019, assumed the role of CEO for both Clear Channel U.K. and Clear Channel’s European markets. Prior to joining Clear Channel, he trained as a Chartered Accountant and worked in public accounting and banking for five years. Mr.
We manage the construction of our structures centrally and erect them on sites we either lease or own or for which we have acquired permanent easements or executed long-term management agreements. The site lease terms generally range from 1 to 20 years, with options to renew in many cases.
We typically own the physical structures and manage their construction centrally, placing them on sites we lease, own, or for which we have acquired permanent easements or executed long-term management agreements. Lease terms generally range from one to twenty years, with many offering renewal options.
Our rights to place these structures in the public domain and to sell advertising on such structures are governed by contracts awarded by municipal and transit authorities in competitive bidding processes governed by local law. These contracts generally have terms ranging from 5 to 15 years and may contain renewal options.
Our rights to place and sell advertising on these structures are governed by contracts with municipal and transit authorities, which are awarded through competitive bidding processes governed by local law. These contracts generally have terms of five to fifteen years and may include renewal options.
The out-of-home industry continues to grow as a result of increased urbanization and consumer mobility, while other traditional forms of media, such as print, television and radio, have lost ad spend market share as consumer preference for online and app-based content has fragmented their audiences and reduced their reach.
While the out-of-home industry continues to grow due to increased urbanization and consumer mobility, traditional media such as print, television and radio are losing ad spend market share as audiences have fragmented, shifting toward online and application-based content.
Our America segment generated 52%, 55% and 57% of our revenue from continuing operations in 2023, 2022 and 2021, respectively. Our Airports segment had 12,879 displays across nearly 200 commercial and private airports in the U.S. and the Caribbean as of December 31, 2023, making us the largest airport advertising specialist in the U.S.
The America segment contributed 76%, 77% and 80% of our revenue from continuing operations in 2024, 2023 and 2022, respectively. As of December 31, 2024, our Airports segment operated more than 13,100 displays across nearly 200 commercial and private airports in the U.S. and the Caribbean, making us the largest airport advertising provider in the U.S.
After various finance and operational roles in both of Clear Channel’s U.K. and International Corporate divisions, including Group Controller of Clear Channel International and Chief Financial Officer and Chief Operating Officer of Clear Channel U.K., Mr. Cochrane became Chief Executive Officer of Clear Channel U.K. in 2015. Subsequently, in 2019, Mr.
He joined Clear Channel in November 2001 and has held various finance and operational roles across Clear Channel’s U.K. and International Corporate divisions, including Group Controller of Clear Channel International and Chief Financial Officer and Chief Operating Officer of Clear Channel U.K. Mr.
Dilger served in various accounting and finance roles at Municipal Mortgage & Equity from 2004 to 2006. Mr. Dilger began his career in public accounting with nearly a decade of experience at Arthur Andersen LLP and Ernst & Young LLP. Mr. Dilger is a CPA and earned his B.S. in Accounting from the University of Delaware.
Dilger was Corporate Controller at Sinclair Broadcast Group from 2006 to 2011 and held various accounting and finance roles at Municipal Mortgage & Equity from 2004 to 2006. He began his career in public accounting, gaining nearly a decade of experience at Arthur Andersen LLP and Ernst & Young LLP. Mr.
Cochrane currently serves as the Chairman of Outsmart, the U.K.’s Out-of-Home industry trade body, and sits on the board of the Committee of Advertising Practice in the U.K. Mr. Cochrane received a Master’s Degree in Engineering from the University of Oxford. As previously announced, effective March 1, 2024, David Sailer will replace Mr.
Cochrane is currently Chairman of Outsmart, the U.K.’s out-of-home industry trade body, and serves on the board of the Committee of Advertising Practice in the U.K. He holds a Master’s Degree in Engineering from the University of Oxford. 11 Table of Contents
In U.S. airports and in international markets, barriers to entry arise due to the complexity of operating major advertising concessions in these environments.
In airports, barriers to entry arise from the complexity of operating major advertising concessions.
Coleman 58 Executive Vice President, Chief Financial Officer (until March 1, 2024) Lynn A. Feldman 55 Executive Vice President, Chief Legal Officer and Corporate Secretary Jason A. Dilger 50 Senior Vice President, Chief Accounting Officer Justin Cochrane 51 Chief Executive Officer of Clear Channel U.K. & Europe Scott R.
Feldman 56 Executive Vice President, Chief Legal Officer and Corporate Secretary Jason A. Dilger 51 Senior Vice President, Chief Accounting Officer Justin Cochrane 52 Chief Executive Officer of Clear Channel U.K. & Europe Scott R. Wells was appointed as our President and Chief Executive Officer on January 1, 2022.
We believe people can achieve their full potential when they enjoy their work, so it is our priority to provide a workplace where growth, success and fun go hand in hand. We formally survey our employees on a periodic and ongoing basis to measure engagement and identify areas for improvement.
Our employee value proposition emphasizes competitive compensation, benefits, work environment, career development and culture. We believe that people perform best when they enjoy their work, so we prioritize creating a workplace where growth, success and fun go hand in hand. We formally survey our employees on a periodic and ongoing basis to measure engagement and identify areas for improvement.
Other revenue also includes revenue from transit displays, which are advertising surfaces within the common areas of rail stations and on various types of vehicles, including on the interior and exterior sides of buses, trains and trams, as well as other non-advertising revenue. 6 Table of Contents The following table provides a market-by-market view of America printed, digital and total revenue from our top 15 U.S. markets during 2023: Market Printed Revenue Digital Revenue Total Revenue Los Angeles 17 % 7 % 13 % New York 6 % 11 % 8 % San Francisco/Bay Area 7 % 6 % 7 % Dallas 6 % 7 % 6 % Houston 6 % 3 % 5 % Miami 4 % 6 % 5 % Atlanta 3 % 7 % 4 % Philadelphia 5 % 3 % 4 % Orlando 3 % 5 % 4 % Washington, D.C./Baltimore 4 % 5 % 4 % Chicago 4 % 4 % 4 % Boston 4 % 4 % 4 % Minneapolis 3 % 4 % 3 % Las Vegas 3 % 5 % 3 % San Antonio 4 % 2 % 3 % All other markets 22 % 21 % 22 % Total America (1) 100 % 100 % 100 % (1) Due to rounding, the total may not equal the sum of the percentages in the table above.
Most are located in Los Angeles and Times Square. • Street Furniture: Advertising surfaces on bus shelters, kiosks, news racks and other public structures, primarily in metropolitan areas and along major commuting routes, typically sold as a network package that includes multiple displays. • Other: Includes fees for creative and operational services, such as ad design, printing and installation; revenue from transit displays in rail stations and on buses, trains and trams; and non-advertising revenue. 5 Table of Contents The table below shows America’s printed, digital and total revenue from each of our top 15 U.S. markets in 2024: Market Printed Revenue Digital Revenue Total Revenue Los Angeles 17 % 6 % 13 % New York 6 % 11 % 8 % San Francisco/Bay Area 7 % 6 % 7 % Dallas 6 % 7 % 6 % Miami 5 % 7 % 5 % Houston 6 % 2 % 5 % Atlanta 3 % 7 % 5 % Philadelphia 5 % 3 % 4 % Orlando 4 % 6 % 4 % Washington D.C./Baltimore 4 % 5 % 4 % Minneapolis 3 % 4 % 4 % Chicago 3 % 4 % 3 % Boston 3 % 4 % 3 % San Antonio 4 % 3 % 3 % Las Vegas 3 % 4 % 3 % All other markets 21 % 21 % 23 % Total America (1) 100 % 100 % 100 % (1) Due to rounding, the total may not equal the sum of the percentages in the table above.
Our Airports segment generated 15%, 13% and 9% of our revenue from continuing operations in 2023, 2022 and 2021, respectively. 5 Table of Contents Sources of Revenue America Revenue from our America segment was $1,101 million, $1,106 million and $1,013 million during 2023, 2022 and 2021, respectively.
The Airports segment contributed 24%, 22% and 19% of our revenue from continuing operations in 2024, 2023 and 2022, respectively. 4 Table of Contents Sources of Revenue America Revenue from our America segment was $1,144 million in 2024, $1,101 million in 2023, and $1,106 million in 2022.
All states have passed billboard control statutes and regulations, which generally regulate construction, repair, maintenance, upgrade, lighting, height, size, spacing, placement and permitting of out-of-home advertising structures. Local governments generally include billboard control as part of their zoning laws and building codes.
All states have passed billboard control statutes and regulations generally governing the construction, repair, maintenance, upgrade, lighting, height, size, spacing, placement and permitting of out-of-home advertising structures, with local governments typically incorporating billboard control into zoning laws and building codes. Internationally, countries where we operate have similar regulations limiting the size, placement, nature, density and content of out-of-home displays.
The majority of our revenue is generated from large-format billboards that are generally located along major expressways, primary commuting routes and main intersections, and our footprint is protected by certain barriers to entry for traditional large-format roadside advertising, our operational expertise and the strong working relationships required with landlords and local governments.
The largest revenue-generating product in this segment is large-format billboards, typically located along major expressways, primary commuting routes and main intersections. We benefit from certain barriers to entry in traditional roadside advertising, including regulations that limit permits for new billboard inventory, our operational expertise, and strong relationships with landlords and local governments.
Programmatic out-of-home is still an emerging channel, but we believe it, along with other automated trading platforms, has the potential to drive significant growth in the digital out-of-home sector as it has across other digital media types, enabling us to tap into demand from digital marketers who prefer to transact programmatically and work with customers who otherwise would not be buying out-of-home.
Although programmatic out-of-home is still emerging, we believe it, along with other automated trading platforms, has the potential to drive growth in the digital out-of-home sector and help us tap into demand from digital marketers and advertisers new to out-of-home.
Some existing regulations in the U.S. and across some international jurisdictions restrict or prohibit digital displays. Privacy and Data Protection We obtain certain types of information from users of our technology platforms, including our websites, interactive features, social media pages, mobile applications and programmatic offerings.
Privacy and Data Protection We collect certain information from users of our technology platforms, including our websites, interactive features, social media pages, mobile applications and programmatic offerings.
Coleman and become our Executive Vice President, Chief Financial Officer. David J. Sailer , age 49, has been the Executive Vice President, Chief Financial Officer of Clear Channel Outdoor Americas since August 2014. Prior to that position, he was the Company’s Executive Vice President of Corporate Development since January 1, 2023. Previously, Mr.
Prior to that, he served as Executive Vice President and Chief Financial Officer of Clear Channel Outdoor Americas since August 2014, as well as the Company’s Executive Vice President of Corporate Development since January 1, 2023. Previously, Mr. Sailer was Senior Vice President of FP&A at iHeartMedia, Inc. starting in October 2013.
Our Business Segments We have four reportable business segments: America, which consists of our U.S. operations excluding airports; Airports, which includes revenue from U.S. and Caribbean airports; Europe-North, which consists of operations in the U.K., the Nordics and several other countries throughout northern and central Europe; and Europe-South, which consists of operations in Spain and, prior to their sales in 2023, Switzerland, Italy and France.
Previously, we operated four reportable segments: America, Airports, Europe-North (operations in the United Kingdom, the Nordics, and other northern and central European countries), and Europe-South (operations in Spain and, prior to their sales in 2023, Switzerland, Italy and France).
Our SEC filings are also available to the public at the SEC’s website at sec.gov. INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following information with respect to our executive officers is presented as of February 26, 2024: Name Age Title Scott R. Wells 55 President, Chief Executive Officer Brian D.
These filings are also available at the SEC’s website, sec.gov. 10 Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following information about our executive officers is presented as of February 24, 2025: Name Age Title Scott R. Wells 56 President, Chief Executive Officer David J. Sailer 50 Executive Vice President, Chief Financial Officer Lynn A.
The number of impressions delivered by a display is measured by independent organizations that provide audience measurement for the out-of-home industry in the U.S. using a range of dynamic data sources, including anonymous location and trip data from hundreds of millions of smartphones, to understand the number of people passing a display during a defined period of time, along with insights into their demographic characteristics.
Impressions are measured by independent organizations using a range of dynamic data sources, including anonymous location and trip data from smartphones, to estimate the number of people passing a display within a defined period and provide insights into their demographics.
In order to modernize the solutions we offer our customers, we have continued to invest in our digital transformation and aim to bring a digital mindset to every aspect of our business, from displays to operations.
To this end, we have continued to invest in the digital transformation of every aspect of our business, including displays, data solutions, sales methods and operations.
Our Strategy We believe the economics of out-of-home are highly attractive at scale, with the finite nature of our inventory generally allowing us to manage our rates when demand increases. We are focused on driving incremental demand for our out-of-home portfolio by differentiating ourselves from our competition.
Our Strategy We believe the economics of out-of-home are highly attractive at scale, with the finite nature of our inventory generally allowing us to manage rates as demand increases. We are focused on driving incremental demand for sustainable long-term revenue growth while increasing operational efficiencies to enhance profitability, improve operating cash flow and reduce leverage.
Out-of-home advertising companies compete primarily based on the ability to reach consumers. 1 Table of Contents We also compete with other advertising media in our respective markets, including mobile, social media, online, broadcast, cable and streaming television, radio, print media, direct mail and other forms of advertising.
Competition is primarily based on the ability to effectively reach and impact consumers. We also compete with other forms of advertising, including mobile, social media, online, broadcast, cable and streaming television, radio, print, direct mail and more. According to MAGNA Global data from December 2024, out-of-home accounts for nearly 3% of the U.S. advertising market.
Justin Cochrane was appointed as our Chief Executive Officer of Clear Channel U.K. & Europe on January 1, 2023. Mr. Cochrane joined Clear Channel in November 2001.
Dilger is a CPA and holds a B.S. in Accounting from the University of Delaware. Justin Cochrane was appointed as our Chief Executive Officer of Clear Channel U.K. & Europe on January 1, 2023.
Revenue from our Airports segment was $312 million, $256 million and $160 million during 2023, 2022 and 2021, respectively, with digital displays accounting for 60%, 57% and 54% of this revenue during each of these respective years.
Revenue from our Airports segment was $361 million in 2024, $312 million in 2023, and $256 million in 2022, with digital displays accounting for 57%, 60% and 57% of this revenue in each respective year. As of December 31, 2024, our Airports segment had 13,141 displays, including 2,610 digital displays.
Modern marketers are looking to target and reach the right audiences with flexibility to change messaging quickly, measure and understand its impact, and to do so with speed, simplicity and transparency.
Modern marketers aim to efficiently reach the right audiences, quickly adjust messaging and measure campaign impact—all with speed, simplicity and transparency.
Driving Executional Excellence To respond to customers’ increasing desire for faster response times and results, we are focused on increasing the speed, quality and repeatability of our key business processes through measurable outcomes, which we have defined as “executional excellence.” We believe that this focus on executional excellence is what enables us to make progress on our other strategic pillars of digital transformation and customer-centricity.
Additionally, we are developing automated buying and self-service options to better meet their needs. 3 Table of Contents Driving Executional Excellence To meet customers’ growing demand for faster response times and results, we are focused on improving the speed, quality and repeatability of key business processes through measurable outcomes, which we define as “executional excellence.” We believe this approach supports our digital transformation and customer-centricity pillars.
Feldman served as the Senior Vice President, Deputy General Counsel and Corporate Secretary of Wyndham Worldwide Corporation. Prior to that role, Ms. Feldman served in various corporate roles within Cendant Corporation and as a Corporate Associate at Lowenstein Sandler LLP. Ms. Feldman received a J.D. from the Georgetown University Law Center and a B.A. from Boston College. Jason A.
Prior to that, she served as Executive Vice President and General Counsel for Wyndham Hotel Group from 2009 to 2015. Previously, Ms. Feldman served as Senior Vice President, Deputy General Counsel and Corporate Secretary for Wyndham Worldwide Corporation, and held various corporate roles at Cendant Corporation. She was also a Corporate Associate at Lowenstein Sandler LLP. Ms.
Dilger was appointed as our Senior Vice President, Chief Accounting Officer on May 1, 2019. Prior to that time, Mr. Dilger had served as Senior Vice President, Accounting for Clear Channel Outdoor Americas beginning in August 2011. Prior to that role, Mr. Dilger served as Corporate Controller of Sinclair Broadcast Group from 2006 to 2011. Prior to that role, Mr.
Feldman earned a J.D. from the Georgetown University Law Center and a B.A. from Boston College. Jason A. Dilger was appointed as our Senior Vice President and Chief Accounting Officer on May 1, 2019. Prior to that, he served as Senior Vice President of Accounting for Clear Channel Outdoor Americas starting in August 2011. Previously, Mr.
Building on our Programmatic Presence We continue to enhance the value proposition of our programmatic solution set, which uses automated technology, data and algorithms to offer a streamlined, flexible buying process and greater audience targeting and ad measurement capabilities through real-time, biddable digital marketplaces.
By continually improving audience insights, data solutions and campaign performance tracking, we aim to drive continued revenue growth. 2 Table of Contents Building on our Programmatic Presence We continue to build on our programmatic solution, which leverages automated technology, data and algorithms to offer a streamlined buying process and improve audience targeting and advertisement measurement capabilities through real-time, biddable digital marketplaces.
With the growth of digital media and use of audience data, advertisers are able to effectively reach their consumers by selecting the out-of-home inventory that is most likely to be seen by their target audiences, while also being able to alter advertising messages based on dynamic conditions, including time of day and weather, breaking news, changes to advertising strategies and other factors, making their advertising messaging more relevant and effective to their target audiences.
The growth of digital media and use of audience data enable advertisers to select displays they believe are most likely to reach their target audiences and adjust advertisements based on dynamic factors, such as time of day, weather, breaking news and shifting strategies, making messaging more relevant and effective.
We use a number of vetted suppliers located throughout the U.S. with the objective of enhancing competition, meeting demand requirements and minimizing time and cost of logistics, and we use a mix of internal and external resources for product installation. For digital displays, we use a number of vetted domestic suppliers for LED and LCD products.
For digital displays, we use a number of vetted domestic suppliers for LED and LCD products, with any items not manufactured domestically purchased through a number of U.S. distributors. Product installation is handled by a mix of internal and external resources.
Previously, he had served as an Operating Partner at Bain Capital beginning in January 2011, and prior to that, he served as an Executive Vice President at Bain Capital beginning in 2007.
Prior to that, he served as Chief Executive Officer of Clear Channel Outdoor Americas from March 3, 2015. Before joining Clear Channel, Mr. Wells was an Operating Partner at Bain Capital starting in January 2011, and prior to that, an Executive Vice President at Bain Capital from 2007.
The programmatic offering brings efficiency to the out-of-home sales process by enabling advertisers to easily buy ads across a range of publishers, giving them the ability to manage their campaigns on a self-service basis and empowering them with a level of flexibility similar to online platforms.
This offering brings efficiency to the out-of-home sales process, enabling advertisers to easily purchase advertisements across multiple publishers, manage campaigns on a self-service basis, and operate with a level of flexibility similar to that of online platforms. Demand Side Platforms (“DSPs”) allow advertisers to buy efficiently using preset parameters, enabling real-time transactions that optimize reach, impact, pricing and outcomes.
Airports Our rights to place displays around and within airports and to sell advertising on such displays are generally awarded by public transit authorities in competitive bidding processes or may be negotiated with private transit operators. These contracts generally have terms ranging from 5 to 10 years and may contain renewal options.
We compensate the municipal and transit authorities with a minimum fee and/or a share of advertising revenue, depending on the contract terms. Airports Our rights to place displays and sell advertising at airports are typically awarded by public transit authorities in competitive bidding processes or may be negotiated with private transit operators.
Sailer was Senior Vice President of FP&A for iHeartMedia, a position he was appointed to in October 2013. Mr. Sailer joined iHeartMedia from NBCUniversal, where he was the Chief Financial Officer of NBC News Digital Portfolio. Prior to that role, Mr. Sailer served in various leadership positions across NBCUniversal and as a staff accountant at the Hunter Group LLP. Mr.
Prior to that role, he was the Chief Financial Officer of NBC News Digital Portfolio, and he previously also held various leadership roles at NBCUniversal and worked as a staff accountant at Hunter Group LLP. Mr. Sailer holds an MBA from Fordham University and a Bachelor of Professional Accounting from Montclair State University. Lynn A.
Airport advertising displays, which allow advertisers to target travelers with their message at key touchpoints throughout the passenger journey, are available in printed, digital and experiential formats and include a variety of solutions, including custom exhibits and interactive displays. The duration of our customer contracts generally range from four weeks to one year, although some are longer.
Displays are available in printed, digital and experiential formats, including custom exhibits and interactive displays. Customer contracts typically range from four weeks to one year, with some lasting longer.
Our airport advertising contracts generally include exclusivity provisions, with the Company having an exclusive right to sell advertising within a specific airport.
Our contracts generally include exclusivity provisions, granting us the sole right to sell advertising at specific airports.
Compensation and Benefits Programs Our compensation and benefits programs are designed to attract, retain and motivate talented individuals who possess the skills necessary to support our business objectives, help us achieve our strategic goals and create long-term value for our stockholders. 12 Table of Contents We provide employees with market-competitive compensation packages that include base salary and annual incentive bonuses tied to Company and division financial, operational and strategic objectives and individual performance targets, in line with our pay-for-performance philosophy.
We offer market-competitive compensation packages that include base salary and annual incentive bonuses tied to Company and division financial, operational and strategic objectives, as well as individual performance targets, in line with our pay-for-performance philosophy.
America, Airports, Europe-North and Other represented 52%, 15%, 29% and 4%, respectively, of our 2023 revenue from continuing operations. America and Airports Overview We are one of the largest out-of-home advertising companies in the U.S., with presence in 84 Designated Market Areas (“DMAs”), including 43 of the top 50 U.S. markets, as of December 31, 2023.
We are one of the largest out-of-home advertising companies in the U.S., with operations in 81 Designated Market Areas (“DMAs”), including 43 of the top 50 U.S. markets, as of December 31, 2024. Additional information about these segments is provided below.
Our Competition The out-of-home advertising industry is fragmented and highly competitive, consisting of several other large companies such as Outfront Media, Inc. and Lamar Advertising Company in the U.S. and JCDecaux SA in Europe, as well as numerous smaller, local companies operating in a single market or a few local markets.
Airport, transit and street furniture advertising media are often built on exclusive contracts, which require strong relationships with officials and regulatory authorities, as well as specialized expertise in operating municipal concessions. 1 Table of Contents Our Competition The U.S. out-of-home advertising industry is fragmented and highly competitive, consisting of other large companies such as Outfront Media, Inc. and Lamar Advertising Company, as well as numerous smaller, local players.
We are focused on opening doors, building relationships and educating decision-makers to further tap into this market. As we navigate an increasingly complex agency model, in the U.S. we have expanded our traditional Account Executive model with an Agency Partnerships team that is charged with building relationships with the influencers and decision-makers who can impact budget allocations on the front-end.
Our sales team’s market expertise and high-touch customer service are key to meeting these advertisers’ needs. • Large National Advertisers: To navigate the complex agency model, we have enhanced our traditional Account Executive sales approach by adding an Agency Partnerships team focused on building relationships with key decision-makers and influencers at agencies who impact budget allocations on the front end.
He currently serves as Chair of the Achievement Network and is Chair of the Outdoor Advertising Association of America. He has a Master of Business Administration, with distinction, from the Wharton School of the University of Pennsylvania and a B.S./B.A. from Virginia Tech University. 14 Table of Contents Brian D.
He currently serves as Chair of both the Achievement Network and the Outdoor Advertising Association of America. Mr. Wells holds an MBA with distinction from the Wharton School of the University of Pennsylvania and a B.S./B.A. from Virginia Tech University. David J. Sailer was appointed as our Executive Vice President and Chief Financial Officer on March 1, 2024.
We believe segmenting our customer base by size is an appropriate way to manage and serve customers, as follows: • Local and regional clients . We believe these advertisers are highly influenced by trust and long-standing relationships and rely upon our sales team’s focused market knowledge and expertise, which requires high-touch, ongoing customer service. • Large national advertisers.
We believe segmenting our customer base by size is an effective way to manage and serve customers based on their specific needs, as outlined below: • Local and Regional Clients: These advertisers prioritize trust and long-term relationships.
Our strategy to accomplish these goals is based on three pillars — accelerating our digital transformation, prioritizing customer-centricity and driving executional excellence — which are being implemented together with the optimization of our portfolio, as described below. Accelerating our Digital Transformation Technological advances continue to transform the out-of-home advertising sector.
Our strategy centers on three pillars: accelerating our digital transformation, prioritizing customer-centricity and driving executional excellence. Accelerating our Digital Transformation Technological advances are transforming out-of-home advertising, and we are leveraging investments in technology to meet modern marketers’ demands.
The margins on our billboard contracts tend to be higher than those on contracts for other displays due to their greater size, impact and location along major roadways that are highly trafficked. Operations We generally outsource the fabrication and manufacturing of advertising structures to third parties and regularly seek competitive bids.
Billboards typically have higher margins than other display types due to their larger size, greater impact and prime locations along major roadways. Operations We generally outsource the fabrication and manufacturing of advertising structures to third parties, regularly seeking competitive bids from vetted suppliers located throughout the U.S. to enhance competition, meet demand and reduce logistics costs.
Our most recent full employee engagement surveys, conducted in the U.S. in 2022 and in Europe in 2023, received response rates of 83% and 80%, respectively, with both surveys indicating an increase in overall engagement from the previous survey. Leaders have communicated results, and action planning to sustain and further improve engagement is underway.
Our most recent full employee engagement surveys, conducted in the U.S. in 2022 and in Europe in 2023, had response rates of 83% and 80%, respectively, indicating increased engagement compared to the previous surveys. In the U.S., we also conduct annual pulse surveys to gather ongoing feedback and track engagement trends between full surveys.
Digital displays accounted for 35%, 34% and 33% of our America revenue during 2023, 2022 and 2021, respectively. Billboards.
Digital displays accounted for 36%, 35% and 34% of total America revenue in 2024, 2023 and 2022, respectively. Advertising is generally sold to customers in four-week periods.
Our common stock is listed on the New York Stock Exchange under the symbol “CCO.” Our Industry We believe out-of-home advertising enjoys a strong and unique position in the media mix.
Our common stock is listed on the New York Stock Exchange under the symbol “CCO.” Development of our Business Historically, we have operated in the United States (“U.S.”), Europe, Latin America and Asia.
Prioritizing Customer-Centricity We seek to further differentiate our products through sales and service and are focused on understanding the needs and desires of various existing and potential customers to make the right investments.
Prioritizing Customer-Centricity We are focused on understanding the needs of both existing and potential customers to make targeted investments that we believe will enable us to drive incremental demand and access new advertising budgets.
Out-of-home is a defensible ad medium with differentiating factors for a scaled out-of-home business that we believe provide stability to our market position. Our industry is anchored on a foundation of assets that are hard to replicate because they are highly regulated, subject to proprietary relationships with exclusivity provisions, and require deep operational expertise.
Our industry is anchored on a foundation of assets that are difficult to replicate because they are highly regulated, subject to proprietary relationships with exclusivity provisions, and require deep operational expertise. In the U.S., federal, state and local regulations limit permits for new billboard inventory, and numerous signage ordinances can make it challenging for new entrants to compete at scale.
For example, our U.S. employees provided their communities with over 4,300 hours of service in 2023 through our Local Spirit Day of Service program, which offers employees a day of paid volunteer time each year to engage with our local communities.
In the U.S., all full-time employees receive one paid day off each year for volunteering through our Spirit Day program. In 2024, U.S. employees contributed approximately 4,300 volunteer hours as part of this program.
Further, out-of-home can be planned and executed as both a hyper-local, targeted medium and as a scaled, mass-reach medium. The out-of-home industry is in the midst of a technology-driven transformation, in both format and how it is sold.
Out-of-home can also help advertisers reach their audiences in iconic, strategic locations, with some advertisers securing long-term access to these key locations, and can serve both as a hyper-local, targeted medium and as a scaled, mass-reach medium. The out-of-home industry continues to undergo a technology-driven transformation.
Out-of-home’s large, creative canvases and access to distinctive features, including three-dimensional embellishments, lighting effects and more, provide advertisers an impactful way to tell creative brand stories. Out-of-home can also provide iconic, strategic locations, with some advertisers maintaining long-term positions to protect their access to key locations.
Out-of-home’s large, high-impact displays and access to distinctive creative capabilities, such as three-dimensional elements and lighting effects, offer advertisers an impactful way to tell brand stories.
Enhancing our RADAR Offering We continue to develop and improve Clear Channel Outdoor RADAR (“RADAR”), our proprietary and industry-first suite of data-driven solutions for planning, measuring and amplifying the impact of out-of-home advertising.
We aim to capture a significant share of this growth by expanding our network of digital displays and continuing to invest in our teams and infrastructure to accelerate this process. Enhancing our RADAR Offering Clear Channel Outdoor RADAR (“RADAR”), our proprietary suite of data-driven solutions, helps brands plan, measure and amplify the impact of out-of-home advertising.
In 2023, we sold our former businesses in Switzerland, Italy and France (which closed on March 31, May 31, and October 31, respectively), and entered into an agreement to sell our business in Spain, which is expected to close in 2024 upon satisfaction of regulatory approval and other customary closing conditions. These businesses comprised our Europe-South segment.
In 2023, we sold our businesses in Switzerland, Italy and France, which, along with our business in Spain, comprised our Europe-South segment. On January 8, 2025, we entered into a definitive agreement to sell the businesses in our Europe-North segment to Bauer Radio Limited, a subsidiary of Bauer Media Group.
Our Proof-of-Performance reports are now published real-time through our Clear Channel Outdoor Clear Access application, which is directly integrated into our orders system, allowing for faster invoicing and payments.
Additionally, we are upgrading our digital content management system to improve operational efficiency and unlock new revenue opportunities. • Reporting and Invoicing: We upgraded our proof-of-performance tools with mobile devices and digital cameras, allowing real-time campaign verification. Proof-of-performance reports are now published through our Clear Channel Outdoor Clear Access application, streamlining invoicing and payments.
As compensation for the right to sell advertising on these structures, we pay the municipality or transit authority a minimum fee and/or a share of the advertising revenue we earn on the related displays, depending upon the terms of the contract.
These contracts generally have terms from five to ten years and may include renewal options. We compensate the transit authorities and operators with a minimum fee and/or a share of advertising revenue earned, depending on the contract terms.
We have an annual talent identification process and development programs in place to ensure we have sufficient succession planning strategies for critical roles, and we have a robust annual goal-setting and performance management process to ensure all employees have a connection and purpose aligned to our overall company goals.
Our annual talent identification and development programs are designed to ensure succession planning strategies for key roles, while our robust annual goal-setting and performance management processes seek to align employees with company objectives. We strive to cultivate strong teams and an inclusive culture, guided by our core values of integrity, innovation, excellence, safety and fairness.
We also award our highest-performing employees with formal recognition programs and provide our employees and their families with access to a variety of healthcare and insurance benefits, qualified spending accounts, retirement savings plans, parental leave and various other benefits.
Additionally, we offer a range of benefits for employees and their families, including healthcare, insurance, qualified spending accounts, retirement savings plans, parental leave and various other benefits. Workplace Practices and Policies We are committed to fostering a respectful, inclusive and supportive work environment where all employees have the opportunity to grow and succeed.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeCertain additional factors that could adversely affect our financial performance by, among other things, decreasing overall revenues, the numbers of advertising customers, advertising fees or profit margins include, but are not limited to: • 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; • Unfavorable shifts in population and other demographics, which may cause us to lose advertising customers as people migrate to markets where we have a smaller presence, or which may cause advertisers to be willing to pay less in advertising fees if the general population shifts into a less desirable age or geographical demographic from an advertising perspective; • Our inability to secure displays, display equipment, physical structures, LCD or LED technology, electrical supply and network connectivity and other materials required to provide our products and services in a timely manner, either as a result of supply chain shortages or other supply chain challenges, such as sanctions imposed on countries where our inventory is manufactured, specifically China; • Changes in labor conditions, including labor shortages and unification efforts, which may impair our ability to operate or require us to spend more to retain and attract qualified employees; and • Health pandemics or epidemics, such as COVID-19, which if transmitted around the globe and/or in the markets in which we operate have in the past, and could in the future, adversely affect the out-of-home advertising industry, our revenues and our liquidity position, and could disrupt our business and adversely materially impact our financial results. 28 Table of Contents Continued scrutiny and changing expectations from investors, lenders, customers, government regulators, municipalities, activists and other stakeholders may impose additional costs on us and/or expose us to additional risks.
Biggest changeCertain additional factors that could adversely affect our financial performance by, among other things, decreasing overall revenues, the numbers of advertising customers, advertising fees or profit margins include, but are not limited to: • 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; 22 Table of Contents • 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; • Increased pricing to secure, or difficulty securing, digital displays, display equipment, steel to build physical structures, LCD or LED technology, electrical supply and network connectivity components, printing services and canvas and other materials required to provide our products and services in a timely manner, either as a result of increased, new or retaliatory tariffs imposed by the U.S. or other countries where our inventory is manufactured (including China and Canada), supply chain shortages or other supply chain challenges, such as sanctions; • Changes in labor conditions, including labor shortages and unification efforts, which may impair our ability to operate or require us to spend more to retain and attract qualified employees; • With respect to our remaining international operations, potential instability of foreign governments, potential adverse changes in the diplomatic relations of foreign countries with the U.S., changes in laws or regulations, unfavorable changes in trade policy, government policies against businesses owned by foreigners, risks of renegotiation or modification of existing agreements, the enforceability of contracts with governmental agencies and others, expropriations of property without adequate compensation, changes in tax structures, and potential violations of anti-corruption and fraud laws or regulations by employees, subcontractors or other agents; • Natural disasters and severe weather including fires, such as the Southern California wildfires in January 2025, earthquakes, floods and extreme weather temperatures, which could lead to a decrease in advertising in specific regions or more broadly; and • Health pandemics or epidemics, such as COVID-19, which, if transmitted around the globe and/or in the markets in which we operate, have in the past, and could in the future, adversely affect the out-of-home advertising industry, our revenues and our liquidity position, and could disrupt our business and adversely materially impact our financial results.
Any future failure to remain in compliance with the NYSE’s continued listing standards, and any subsequent failure to timely resume compliance with the NYSE’s continued listing standards within the applicable cure period, could have adverse consequences, including, among others, reducing the number of investors willing to hold or acquire our common stock, reducing the liquidity and market price of our common stock, adverse publicity, and a reduced interest in us from investors, analysts and other market participants.
Any future failure to remain in compliance with the NYSE’s continued listing standards, and any subsequent failure to timely resume compliance with the NYSE’s continued listing standards within the applicable cure period, if any, could have adverse consequences, including, among others, reducing the number of investors willing to hold or acquire our common stock, reducing the liquidity and market price of our common stock, adverse publicity, and a reduced interest in us from investors, analysts and other market participants.
Additionally, since digital billboards have been developed and introduced relatively recently into the market on a large scale, existing regulations that currently do not apply to them by their terms could be revised or further interpreted, or new regulations could be enacted, to impose greater restrictions on digital billboards due to alleged concerns over aesthetics or driver safety.
Since digital billboards have been developed and introduced relatively recently into the market on a large scale, existing regulations that currently do not apply to them by their terms could be revised or further interpreted, or new regulations could be enacted, to impose greater restrictions on digital billboards due to alleged concerns over aesthetics or driver safety.
Many of these laws and regulations are still evolving and could be interpreted or enforced by the courts or regulators in ways that could affect our ability to provide audience behavioral insights or monitor our business processes or otherwise harm our business. Furthermore, new regulatory approaches to privacy in public spaces by the U.S.
Many of these laws and regulations are evolving and could be interpreted or enforced by the courts or regulators in ways that could affect our ability to provide audience behavioral insights or monitor our business processes or otherwise harm our business. Furthermore, new regulatory approaches to privacy in public spaces by the U.S.
Our ability to make scheduled payments on our debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business, economic and other factors beyond our control. • 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.
Our ability to make scheduled payments on our debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business, economic and other factors beyond our control. • We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal 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 additional assets or operations, seek additional capital or refinance our indebtedness.
Responding to these third-party stakeholders and their proposals requires significant attention, time and resources from management and our employees and may impact our ability to execute various strategic initiatives. In addition, some stakeholders may disagree with our goals and initiatives.
Responding to these third-party stakeholders and their proposals requires significant attention, time and resources from management and our employees and may impact our ability to execute various initiatives. In addition, some stakeholders may disagree with our goals and initiatives.
Our certificate of incorporation designates the Court of Chancery of the State of Delaware, subject to certain exceptions, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders.
Our certificate of incorporation, as amended, designates the Court of Chancery of the State of Delaware, subject to certain exceptions, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders.
These agreements include covenants restricting, among other things, our ability and the ability of our restricted subsidiaries to: • 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.
These agreements include covenants restricting, among other things, our ability and the ability of our restricted subsidiaries to: • 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; 21 Table of Contents • 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.
Additionally, cybersecurity has become a top priority for regulators around the world, and every state in the U.S. and most other countries have laws in place requiring companies to notify users if there is a security breach that compromises certain categories of their PII, or to notify governmental agencies and/or disclose to investors if there have been material cybersecurity breaches or incidents.
Additionally, cybersecurity has become a top priority for regulators around the world, and every state in the U.S. and most other countries have laws in place requiring companies to notify users if there is a security breach that compromises certain categories of their PI, or to notify governmental agencies and/or disclose to investors if there have been material cybersecurity breaches or incidents.
Moreover, our systems, servers and platforms may be vulnerable to computer viruses or physical or electronic break-ins and similar disruptions that our security measures may not detect, which could cause interruptions or slowdowns of our digital display systems, delays in communication or loss of data and slowdown or unavailability of our client-facing or internal platforms.
Moreover, our systems, servers and platforms are vulnerable to computer viruses, physical or electronic break-ins and similar disruptions that our security measures may not detect, which could cause interruptions or slowdowns of our digital display systems, delays in communication or loss of data and slowdown or unavailability of our client-facing or internal platforms.
Furthermore, these actions may not be permitted under the terms of our existing or future debt agreements. • Our ability to refinance our debt or conduct and consummate any other debt-related capital markets transactions will depend on the condition of the capital markets and our financial condition at such time.
Furthermore, these actions may not be permitted under the terms of our existing or future debt agreements. 13 Table of Contents • Our ability to refinance our debt or conduct and consummate any other debt-related capital markets transactions will depend on the condition of the capital markets and our financial condition at such time.
Future sales of our common stock in the public market, or the perception that such sales may occur, could lower our stock price, and any additional capital raised by us through the sale of our common stock or other equity-linked instruments or the issuance of equity awards by us may dilute your ownership percentage.
Future sales of our common stock in the public market, or the perception that such sales may occur, could lower our stock price, and any additional capital raised by us through the sale of our common stock or other equity-linked instruments, or the issuance of equity awards by us, may dilute ownership percentages.
Any additional capital raised by us through the sale of our common stock or other equity-linked instruments may also dilute your ownership and influence in us as a result of governance rights and other rights that may be given to the holders of such instruments.
Any additional capital raised by us through the sale of our common stock or other equity-linked instruments may also dilute a current stockholder’s ownership and influence in us as a result of governance rights and other rights that may be given to the holders of such instruments.
In addition, under our Revolving Credit Facility, as amended, we are required to comply with a first lien net leverage ratio covenant if the balance of the Revolving Credit Facility is greater than $0 and undrawn letters of credit exceed $10 million at that time.
In addition, under our Revolving Credit Facility, as amended, we are required to comply with a first lien net leverage ratio covenant if the balance of the Revolving Credit Facility is greater than $0 and undrawn letters of credit exceed $10 million.
Liquidity, Financing and Capital Structure Risks We require a significant amount of cash to service our debt obligations and to fund our operations and capital expenditures, which depends on many factors beyond our control, including the recent volatility and uncertainty in capital markets. Our ability to service our debt obligations requires a significant amount of cash.
Liquidity, Financing and Capital Structure Risks We require a significant amount of cash to service our debt obligations and to fund our operations and capital expenditures, and our ability to generate cash depends on many factors beyond our control, including the recent volatility and uncertainty in the capital markets.
You may not be able to resell your shares at or above the price you paid for them due to fluctuations in the market price of our common stock, which may be caused by a number of factors, many of which we cannot control, including those previously described and the following: our quarterly or annual earnings reports or those of other companies in our industry; investors’ perceptions of our prospects; investors’ disagreements with our strategy or capital allocation; 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 (including the current macroeconomic environment) and, in particular, the advertising industry; changes in accounting standards, policies, guidance, interpretations or principles; announcements by us of significant strategic transactions (such as those related to our European and Latin American businesses), debt refinancings or capital markets transactions, contracts, acquisitions, joint ventures or capital commitments; changes in key personnel; and transactions in our common stock by our officers, directors and significant stockholders.
Stockholders may not, however, be able to resell their shares at or above the price paid for them due to fluctuations in the market price of our common stock, which may be caused by a number of factors, many of which we cannot control, including those previously described and the following: our quarterly or annual earnings results or those of other companies in our industry; investors’ perceptions of our prospects; investors’ disagreements with our strategy or capital allocation; 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 (including the current macroeconomic environment) and, in particular, the advertising industry; changes in accounting standards, policies, guidance, interpretations or principles; announcements by us of significant strategic transactions (such as those related to our international businesses), debt refinancings or capital markets transactions, contracts, acquisitions, joint ventures or capital commitments; changes in key personnel; and transactions in our common stock by our officers, directors and significant stockholders.
Our certificate of incorporation provides that the Court of Chancery of the State of Delaware, subject to certain exceptions, is the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders; (iii) any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporate Law, our certificate of incorporation or our By-laws; or (iv) any other action asserting a claim against us that is governed by the internal affairs doctrine.
Our certificate of incorporation, as amended, provides that the Court of Chancery of the State of Delaware, subject to certain exceptions, is the sole and exclusive forum for: any derivative action or proceeding brought on our behalf; any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders; any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporate Law, our certificate of incorporation or our By-laws; or any other action asserting a claim against us that is governed by the internal affairs doctrine.
From time to time, we have explored, and expect to continue to explore, a variety of transactions to improve our liquidity and/or to refinance our indebtedness, including issuing new debt to pay off more expensive debt, repurchasing outstanding notes in the open market with available liquidity and deploying the proceeds from the dispositions of the businesses in our Europe-South segment.
We have explored, and expect to continue to explore from time to time, a variety of transactions to improve our liquidity and/or to refinance our indebtedness, including issuing new debt to pay off more expensive debt, repurchasing outstanding notes in the open market with available liquidity, and deploying the proceeds from the dispositions of businesses, if completed.
These factors include, but are not limited to, the following risks and uncertainties: Economic Risks and Current Events Our results have in the past been, and could in the future be, adversely affected by continued economic uncertainty, an economic slowdown or a recession.
These factors include, but are not limited to, the following risks and uncertainties: Economic Risks and Current Events Our results have been, and could continue to be, adversely affected by continued economic uncertainty, an economic slowdown or a recession.
Our substantial amount of indebtedness and other obligations have negative consequences for us, including, without limitation: • 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 such as RADAR and our programmatic solution set, and pursue other business and strategic 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; 17 Table of Contents • Limiting our ability to refinance any of our indebtedness or increasing the cost of any such refinancing; • Making us more vulnerable to increases 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.
Our substantial amount of indebtedness and other obligations have negative consequences for us, including, without limitation: • 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 digital conversions and new technology, and pursue other business and strategic opportunities; • Limiting our liquidity, operational flexibility and 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 our indebtedness or increasing the cost of any such refinancing; • Making us vulnerable to fluctuations in interest rates, a downturn in our operating performance, a decline in general economic or industry conditions, or volatility 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.
Our substantial level of indebtedness and other financial obligations increase the possibility that we may be unable to generate cash sufficient to pay, when due, the principal, interest or other amounts due in respect of our indebtedness.
Our substantial level of indebtedness and other financial obligations increase the possibility that we may be unable to generate cash sufficient to meet principal, interest or other payment obligations in respect of our indebtedness when due.
Additional indebtedness could increase our leverage and make us more vulnerable to economic downturns and may limit our ability to withstand competitive pressures. The terms of our existing or future debt or equity agreements may restrict us from securing financing on terms that are acceptable to us.
Additional indebtedness could increase our leverage and make us more vulnerable to adverse changes in economic or industry conditions and may limit our ability to withstand competitive pressures. The terms of our existing or future debt or equity agreements may restrict us from securing financing on terms that are acceptable to us.
There can be no assurance that we will win any particular bid, be able to renew existing contracts (on the same or better terms, or at all) or be able to replace any revenues lost upon expiration or completion of any particular contract.
We have not been, and will not be, awarded all of the contracts on which we bid. There can be no assurance that we will win any particular bid, be able to renew existing contracts (on the same or better terms, or at all) or be able to replace any revenues lost upon expiration or completion of any particular contract.
Our failure or perceived failure to comply with these or any future regulations, including those that may regulate the energy consumption affiliated with the operation of advertising structures, could have an adverse impact on the effectiveness of our displays or their attractiveness to customers as an advertising medium.
Our failure or perceived failure to comply with these or any future regulations, including those that may regulate the energy consumption affiliated with the operation of advertising structures, could have an adverse impact on the effectiveness of our displays or their attractiveness to customers as an advertising medium. We intend to continue to expand the deployment of digital billboards.
A wide range of factors could materially affect future developments and performance, including but not limited to: • continued economic uncertainty, an economic slowdown or a recession; • our ability to service our debt obligations and to fund our operations, business strategy and capital expenditures; • the impact of our substantial indebtedness, including the effect of our leverage on our financial position and earnings; • the difficulty, cost and time required to implement our strategy, including optimizing our portfolio, and the fact that we may not realize the anticipated benefits therefrom; • our ability to obtain and renew key contracts with municipalities, transit authorities and private landlords; • competition; • regulations and consumer concerns regarding privacy, digital services, data protection and the use of artificial intelligence; • a breach of our information security measures; • legislative or regulatory requirements; • restrictions on out-of-home advertising of certain products; • environmental, health, safety and land use laws and regulations, as well as various actual and proposed ESG policies, regulations and disclosure standards; • the impact of the processes to sell the businesses in our Europe-North segment and in Latin America; • the impact of the recent dispositions or agreements to dispose of the businesses in our Europe-South segment and the potential dispositions of our other international businesses, as well as other strategic transactions or acquisitions; • third-party claims of intellectual property infringement, misappropriation or other violation against us or our suppliers; • risks of doing business in foreign countries; 29 Table of Contents • fluctuations in exchange rates and currency values; • volatility of our stock price; • the impacts of our stock price as a result of future sales of common stock, or the perception thereof, and dilution resulting from additional capital raised through the sale of common stock or other equity-linked instruments; • our ability to continue to comply with the applicable listing standards of the NYSE; • the restrictions contained in the agreements governing our indebtedness limiting our flexibility in operating our business; • the effect of analyst or credit ratings downgrades; • our dependence on our senior management team and other key individuals; • continued scrutiny and changing expectations from investors, lenders, customers, government regulators, municipalities, activists and other stakeholders; and • certain other factors set forth in our filings with the SEC.
A wide range of factors could materially affect future developments and performance, including but not limited to: • continued economic uncertainty, an economic slowdown or a recession, including as a result of increased tariffs and retaliatory trade regulations and policies; • our ability to service our debt obligations and to fund our operations, business strategy and capital expenditures; • the impact of our substantial indebtedness, including the effect of our leverage on our financial position and earnings; • the difficulty, cost and time required to implement our strategy, and the fact that we may not realize the anticipated benefits therefrom; • our ability to obtain and renew key contracts with municipalities, transit authorities and private landlords; • competition; • regulations and consumer concerns regarding privacy, digital services, data protection and the use of AI; • a breach of our information security measures; • legislative or regulatory requirements; • restrictions on out-of-home advertising of certain products; • environmental, health, safety and land use laws and regulations, as well as various actual and proposed ESG policies, regulations and disclosure standards; • the impact of the agreement to sell the businesses in our Europe-North segment and the potential sales of our businesses in Spain and Brazil; • the impact of the recent dispositions of the businesses in our Europe-South segment and in Latin America, as well as other strategic transactions or acquisitions; • third-party claims of intellectual property infringement, misappropriation or other violation against us or our suppliers; • volatility of our stock price; • the impacts on our stock price as a result of future sales of common stock, or the perception thereof, and dilution resulting from additional capital raised through the sale of common stock or other equity-linked instruments; • our ability to continue to comply with the applicable listing standards of the NYSE; • the restrictions contained in the agreements governing our indebtedness limiting our flexibility in operating our business; • the effect of credit ratings downgrades; • our dependence on our senior management team and other key individuals; • continued scrutiny and changing expectations from government regulators, municipalities, investors, lenders, customers, activists and other stakeholders; and • certain other factors set forth in our filings with the SEC. 24 Table of Contents This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative and is not intended to be exhaustive.
Public companies across all industries are facing increasing scrutiny from investors, lenders, customers, government regulators, municipalities, activists and other stakeholders with respect to various areas of their operations, including with respect to ESG and anti-ESG matters. Responding to ESG and anti-ESG considerations involves risks and uncertainties.
Public companies across all industries are facing increasing scrutiny and changing expectations from government regulators, municipalities, investors, lenders, customers, activists and other stakeholders with respect to various areas of their operations, including with respect to ESG and anti-ESG matters, such as diversity and inclusion and environmental stewardship. Responding to ESG and anti-ESG considerations involves risks and uncertainties.
Any costs currently anticipated may significantly increase if we incur cost overruns due to technical difficulties or if we experience increased costs of data, digital displays, materials and labor; suspensions or delays in installation and/or construction caused by us, our subcontractors, or due to external events beyond our control or otherwise; increased insurance, bonding and litigation expenses; the inability to recruit and maintain qualified personnel; or the inability, or increased costs, to comply with evolving government regulations and directives relating to use of digital services and data, including internet, mobile, privacy, marketing and advertising aspects of our business, all of which could have an adverse effect on our business, financial condition and results of operations.
Any costs currently anticipated may significantly increase if we incur cost overruns due to technical difficulties or if we experience increased costs of energy, data, digital displays, materials and labor; suspensions or delays in installation and/or construction caused by us, our subcontractors, or due to external events beyond our control or otherwise; increased insurance, bonding and litigation expenses; the inability to recruit and maintain qualified personnel; or the inability, or increased costs, to comply with evolving government regulations and directives relating to use of digital services and data, including internet, mobile, privacy, marketing and advertising aspects of our business, all of which could have an adverse effect on our business, financial condition and results of operations. 14 Table of Contents The success of our business is dependent upon our ability to obtain and renew contracts with municipalities, transit authorities and private landlords, which we may fail to obtain on favorable terms.
Because we do not pay dividends on our common stock, the price of our common stock must appreciate in order for common stockholders to realize a gain on their investments. This appreciation may not occur.
Because we do not pay dividends on our common stock, the price of our common stock must appreciate in order for stockholders to realize a gain on their investment.
We expect U.S. and foreign jurisdictions to continue to attempt to impose such taxes as a way of increasing revenue.
We expect jurisdictions to continue to attempt to impose such taxes as a way of increasing revenue.
Any such claim, with or without merit, could result in disruptions to our supply chain. If our suppliers are not successful in defending allegations of infringement, they could be required to redesign their product offerings and could be prevented from manufacturing the products supplied to us in a timely or cost-effective manner, if at all.
If our suppliers are not successful in defending allegations of infringement, they could be required to redesign their product offerings and could be prevented from manufacturing the products supplied to us in a timely or cost-effective manner, if at all.
U.S. federal, state and local regulations have a significant impact on the out-of-home advertising industry and our business. One of the seminal laws for our business is the U.S. Highway Beautification Act (the “HBA”), which regulates out-of-home advertising on controlled roads in the U.S.
U.S. federal, state and local regulations have a significant impact on the out-of-home advertising industry and our business. One of the seminal laws for our business is the HBA, which regulates out-of-home advertising on controlled roads in the U.S., including billboard size and placement.
Many of these competitors possess greater technical, human and other resources than we do, and we may lack sufficient financial or other resources to maintain or improve competitive position. Moreover, the advertiser/agency ecosystem is diverse and dynamic, with advertiser/agency relationships subject to change.
It is also possible that new competitors may emerge. Many of these competitors possess greater technical, human and other resources than we do, and we may lack sufficient financial or other resources to maintain or improve competitive position. Moreover, the advertiser/agency ecosystem is diverse and dynamic and also subject to consolidation.
Even if we are able to obtain a license, the license would likely obligate us to pay license fees or royalties or both, and the rights granted to us might be nonexclusive, with the potential for our competitors to gain access to the same intellectual property.
These licenses may not be available on commercially reasonable terms, or at all. Even if we are able to obtain a license, the license would likely obligate us to pay license fees or royalties or both, and the rights granted to us might be nonexclusive, with the potential for our competitors to gain access to the same intellectual property.
We may also pursue other strategic transactions, including recapitalization or other corporate restructurings, including, for example, a real estate investment trust (“REIT”) conversion in the future. These dispositions, other strategic transactions or acquisitions could be material.
As described above, we have pursued or are pursuing strategic dispositions of certain businesses. We may also pursue other strategic transactions, including recapitalization or other corporate restructurings, including, for example, a real estate investment trust (“REIT”) conversion in the future. These dispositions, other strategic transactions or acquisitions could be material.
Stakeholders may request disclosure of data or certification that we are unable to provide, or our performance may depend, in part, on third-party performance or data that is outside our knowledge or control.
Stakeholders may request specific actions with respect to Company programs and initiatives and/or disclosure of data or certification that we are unable to effect or provide, or our performance may depend, in part, on third-party performance or data that is outside our knowledge or control.
Such offerings require the successful creation, enhancement, use and adoption of innovative technology that includes hardware, software, connectivity, automation and digital solutions. As a result, we make significant investments in research and development, connectivity solutions, data security and employee training.
We continue to develop and work on improving our technological offerings, including RADAR, as well as our programmatic solution. Such offerings require the successful creation, enhancement, use and adoption of innovative technology that includes hardware, software, connectivity, automation and digital solutions. As a result, we make significant investments in research and development, connectivity solutions, data security and employee training.
Furthermore, additional laws, policies and regulations that may be passed in the future, or a finding of a violation of or liability under existing laws, could require us to make significant expenditures and otherwise limit or restrict some of our operations. Strategic Risks We are engaged in processes to sell the businesses in our Europe-North segment and in Latin America.
Furthermore, additional laws, policies and regulations that may be passed in the future, or a finding of a violation of or liability under existing laws, could require us to make significant expenditures and otherwise limit or restrict some of our operations.
These investments may not result in improvements to RADAR, our programmatic solutions or other technology we may create or adopt in the future and may not provide the desired results for our clients.
These investments may not result in improvements to RADAR, our programmatic capabilities or other technology we may create or adopt in the future and may not provide the desired results for our clients. If we are not able to deliver our solutions with differentiated features and functionality, our clients may not value or adopt these solutions.
Brian Coleman, who will, at such time, become a consultant to the Company. Changes in management and other key personnel have the potential to disrupt our business, and any such disruption could adversely affect our operations, financial condition and results of operations.
Changes in management and other key personnel have the potential to disrupt our business, and any such disruption could adversely affect our operations, financial condition and results of operations.
As of December 31, 2023, remaining availability under our credit facilities was $234.3 million. Although our debt indentures and credit agreements contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and we and our subsidiaries could incur additional indebtedness in the future.
Although our debt indentures and credit agreements contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and we and our subsidiaries could incur additional indebtedness in the future.
Market shares are subject to change for various reasons, including through consolidation of our competitors through processes such as mergers and acquisitions, which could have the effect of reducing our revenue in a specific market.
Market shares are subject to change for various reasons, including through consolidation of our competitors through processes such as mergers and acquisitions, which could have the effect of reducing our revenue in a specific market. Our competitors may develop technology, services or advertising media that are equal or superior to those that we provide.
This competitive bidding process presents a number of risks, including the following: • We may expend substantial cost and managerial time and effort to prepare bids and proposals for contracts that we may not win; • We may be unable to comply, or it may require substantial cost to comply, with various regulatory requirements and disclosure requests related to environmental, social and governance (“ESG”) standards that are required or are recommended to win certain contracts with municipalities and transit authorities, particularly within the U.K. and the E.U.; • We may be unable to estimate accurately the revenue derived from, and the resources and cost structure that will be required to service, any contract we win or anticipate changes in the operating environment on which our financial proposal was based; and • We may encounter expenses and delays if our competitors challenge awards of contracts to us in competitive bidding, and any such challenge could result in the resubmission of bids on modified specifications or in the termination, reduction or modification of the awarded contract. 19 Table of Contents Our inability to successfully negotiate, renew or complete these contracts due to third-party or governmental demands and delay, and the highly competitive bidding processes for these contracts, could affect our ability to offer these products to our customers, or to offer them to our customers at rates that are competitive to other forms of advertising, without adversely affecting our financial results.
This competitive bidding process presents a number of risks, including the following: • We may expend substantial costs and managerial time and effort to prepare bids and proposals for contracts that we may not win; • We may be unable to comply, or it may require substantial cost to comply, with various regulatory requirements and disclosure requests related to environmental, social and governance (“ESG”) standards that are required or are recommended to win certain contracts with municipalities and transit authorities in jurisdictions such as California; • 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.
We may not be able to generate sufficient cash to service our substantial indebtedness, may not be able to refinance our indebtedness before it becomes due and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
We may not be able to generate sufficient cash to service our substantial indebtedness, may not be able to refinance our indebtedness before it becomes due and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful. As of December 31, 2024, we had approximately $5.7 billion of total indebtedness outstanding.
There can be no assurance that we will be successful in identifying or completing these processes, that any such transactions will result in additional value for our stockholders or that these processes will not have an adverse impact on our business. We have initiated processes to sell the businesses in our Europe-North segment and in Latin America.
Strategic Risks We have entered into an agreement to sell the businesses in our Europe-North segment and intend to sell our businesses in Spain and Brazil. There can be no assurance that these processes will be successful, that any transactions will result in value for our stockholders, or that these processes will not have an adverse impact on our business.
In addition, we collect information, including PII, from our employees, users of our public bike services, our business partners and consumers who interact with the marketing content on our digital panels, including through data partner collection from cellular devices, scanning QR codes and beacon technology.
In addition, we collect information, including personal information, from our employees, our business partners and consumers who interact with the marketing content on our digital panels, including through data partner collection from cellular devices, scanning QR codes and beacon technology. We use and share this information from and about consumers, business partners and advertisers for a variety of business purposes.
Furthermore, if the content, analyses or recommendations that AI applications assist in producing for our business and for our customers are, or are alleged to be, deficient, inaccurate or biased, our business, financial condition and results of operations may be adversely affected. 20 Table of Contents Any failure or perceived failure by us to comply with our policies or applicable legal and regulatory requirements related to consumer protection, information security, data protection, use of AI and privacy could result in a loss of confidence in us; damage to our brands; the loss of users of our services, consumers, business partners and advertisers; and proceedings against us by governmental authorities or others, including regulatory fines and private litigation, any of which could hinder our operations and adversely affect our business.
Any failure or perceived failure by us to comply with our policies or applicable legal and regulatory requirements related to consumer protection, information security, data protection, use of AI and privacy could result in a loss of confidence in us; damage to our brands; the loss of users of our services, consumers, business partners and advertisers; and proceedings against us by governmental authorities or others, including regulatory fines and private litigation, any of which could hinder our operations and adversely affect our business.
If we were involved in securities litigation or an activist campaign, we could incur substantial costs, and our resources and the attention of management could be diverted from our business. If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
Securities litigation and activist campaigns typically result in substantial costs and resources and divert the attention of management from the business. 20 Table of Contents If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
If an actual or perceived breach of our security occurs, our digital display systems and other business assets could suffer disruption, and we could lose competitively sensitive business information and intellectual property or lose control of our information processes or internal controls.
Future cybersecurity incidents, including breaches, could have a material impact on our business, operations and reputation. 16 Table of Contents If an actual or perceived breach of our security occurs, our digital display systems and other business assets could suffer disruption, and we could lose competitively sensitive business information and intellectual property or lose control of our information processes or internal controls.
Furthermore, there can be no assurance that financing alternatives will be available to us in sufficient amounts or on terms acceptable to us in the future due to market conditions, our financial condition, our liquidity constraints or other factors, many of which are beyond our control.
Furthermore, there is no assurance that we will be able to secure financing alternatives, complete liquidity-generating transactions or refinance debt in sufficient amounts or on terms acceptable to us in the future, due to market conditions, our financial condition, our liquidity constraints, or other factors that may be beyond our control.
If we fail to satisfy the continued listing requirements of the NYSE, such as the minimum $1.00 bid price requirement, the NYSE may take steps to delist our common stock. In 2023, the lowest closing price of our common stock on the NYSE was $1.03 per share and the highest closing price was $2.06 per share.
If we fail to satisfy the continued listing requirements of the NYSE, such as the minimum $1.00 bid price requirement, the NYSE may take steps to delist our common stock.
In addition, a suspension or delisting could impair our ability to raise additional capital through the public markets and our ability to attract and retain employees by means of equity compensation. 26 Table of Contents We currently do not pay regularly-scheduled dividends on our common stock.
In addition, a suspension or delisting could impair our ability to raise additional capital through the public markets and our ability to attract and retain employees by means of equity compensation.
In addition, the scope of the licenses granted to us may not include rights covering all of the products, services and technologies provided by us.
In addition, the scope of the licenses granted to us may not include rights covering all of the products, services and technologies provided by us. The occurrence of any of the foregoing could harm our business, operating results and financial condition.
Any additional potential transactions will not be conditioned on each other and will depend upon a number of factors, including, but not limited to, market conditions, industry trends, the interest of third parties in our European and Latin American businesses and the availability of financing to potential buyers.
Any potential transactions will depend upon a number of factors, including, but not limited to, regulatory conditions and approvals, market conditions, industry trends, the interest of third parties in such operations, and the availability of financing to potential buyers.
Our long-term future cash requirements will depend on many factors, including the growth of our business; investments in digital conversions and new technologies, such as RADAR and our programmatic solution set; and the pursuit and outcome of strategic transactions, including the outcome of the ongoing processes to sell the businesses in our Europe-North segment and in Latin America.
Our long-term future cash requirements will depend on many factors, including the growth of our business, our investments in digital conversions and new technologies, and the pursuit and outcome of strategic opportunities, including the completion of the sale of our Europe-North segment and the ongoing sales processes for our businesses in Spain and Brazil.
Although we have implemented technical controls in the form of physical and electronic security measures designed to protect against the loss, misuse and alteration of our websites, digital assets, proprietary business information and any information, including PII that we collect and share with others, no security measures are perfect and impenetrable, and we and outside parties we interact with may be unable to anticipate or prevent unauthorized access.
Although we maintain a cybersecurity program, no security measures are perfect and impenetrable, and we, and outside parties we interact with, may be unable to anticipate or prevent unauthorized access of our websites, digital assets, proprietary business information and any information, including PI that we collect and share with others.
We use and share this information from and about consumers, business partners and advertisers for a variety of business purposes. Collecting and processing information about individuals subjects us to certain privacy and data security laws and regulations, as well as risks of unauthorized access to such information.
Collecting and processing information about individuals subjects us to certain privacy and data security laws and regulations, as well as risks of unauthorized access to such information.
The inability to obtain additional financing in such circumstances could have a material adverse effect on our financial condition and on our ability to meet our obligations or pursue strategic initiatives.
Even if financing alternatives are available, we may not find them suitable or offered at reasonable interest rates. The inability to obtain additional financing in such circumstances could have a material adverse effect on our financial condition and on our ability to meet our obligations or pursue strategic initiatives.
If we cannot make scheduled payments on our indebtedness, we will be in default under one or more of the agreements governing our indebtedness, and as a result, we could be forced into bankruptcy or liquidation.
If we cannot make scheduled payments on our indebtedness, we will be in default under one or more of the agreements governing our indebtedness, and as a result, we could be forced into bankruptcy or liquidation. Operational Risks Implementing our strategy is difficult, costly and time consuming, and we may not realize the anticipated benefits thereof fully or at all.
Such transactions involve numerous risks, including: • Our dispositions, including the dispositions of the businesses in our Europe-South segment and potential dispositions of our other international businesses, 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; • We may not achieve the expected benefits from the dispositions of the businesses in our Europe-South segment and potential dispositions of our other international businesses, including our transformation into a more focused U.S.-centric out-of-home operator with less debt and enhanced optionality to become a REIT, improved margins and profits and increased stockholder value; • Our dispositions will increase our vulnerability to the risks of downturns in the U.S. and regional markets; • Our management’s attention is diverted from other business concerns; • 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; and • 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 existing management, and we may encounter difficulties in the integration of operations and systems.
Likewise, our acquisitions involve risks, such as: • Acquisitions may prove unprofitable and fail to generate anticipated cash flows, and we may enter into markets or 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; and • 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 existing management, and we may encounter difficulties in the integration of operations and systems.
The success of our strategy and the realization of the anticipated benefits thereof, depends, in part, on our ability to execute and demonstrate the value-added capabilities of our digital display platform to our customers; to grow our digital footprint; to enhance our technology offerings; to adopt digital infrastructure to automate processes; to add sales channels to serve our clients; and to increase the speed, quality and repeatability of our key business processes.
The success of our strategy and the realization of the anticipated benefits thereof, depends, in part, on our ability to modernize our solutions and enhance out-of-home’s value to attract more advertisers and capture market share from other media, to grow our digital footprint, to enhance our technology offerings, to continue to invest in digital infrastructure to automate key processes, to add sales channels and tailor our approach to serve our clients, and to increase the speed, quality and repeatability of our key business processes.
We have experienced, and may in the future experience, whether directly or through our supply chain partners, cybersecurity incidents. We have been, and expect to continue to be, the target of fraudulent calls, emails and other forms of fraudulent activities and have experienced security breaches.
We have been, and expect to continue to be, the target of fraudulent calls, emails and other forms of fraudulent activities and have experienced security breaches.
The occurrence of any of the foregoing could harm our business, operating results and financial condition. 24 Table of Contents Claims that our suppliers infringe on the intellectual property rights of others could cause disruptions in our supply chain. Our suppliers have received, and in the future may receive, claims that they have infringed the intellectual property rights of others.
Claims that our suppliers infringe on the intellectual property rights of others could cause disruptions in our supply chain. Our suppliers have received, and in the future may receive, claims that they have infringed the intellectual property rights of others. Any such claim, with or without merit, could result in disruptions to our supply chain.
Furthermore, because a significant portion of our revenue is derived from local advertisers, our ability to generate revenues in specific markets is directly affected by local and regional conditions.
Continued fluctuations in inflation and interest rates are uncertain and could continue to adversely impact our reported results. In addition, because a significant portion of our revenue is derived from local advertisers, our ability to generate revenue in specific markets is directly affected by local and regional economic conditions.
General Risks We are dependent upon the performance of our senior management team and other key individuals. We have experienced changes to our senior management team in critical functions. In early 2022, Mr. Scott R. Wells commenced his role as Chief Executive Officer and member of the Board, and Mr.
General Risks We are dependent upon the performance of our senior management team and other key individuals. From time to time, we have experienced changes to our senior management team in critical functions.
These actions include initiatives such as growing key verticals in the U.S., developing channels to advertisers, turning around challenged markets, reviewing our corporate expenses as our portfolio simplifies, and the deployment of proceeds from our divestitures to improve our liquidity position and reduce debt.
These actions include initiatives such as growing key verticals in the U.S., developing channels for advertisers, turning around challenged markets, reviewing our corporate expenses as our portfolio simplifies, and improving our liquidity position and reducing debt. There can be no guarantee that any of these actions and initiatives will produce the benefits we expect.
Any significant reduction in advertising of products due to content-related restrictions could cause a reduction in our direct revenues from such advertisements and an increase in available space on the existing inventory of billboards in the out-of-home advertising industry. 22 Table of Contents Environmental, health, safety and land use laws and regulations, as well as various actual and proposed ESG policies, regulations and disclosure standards, may limit or restrict some of our operations.
Any significant reduction in advertising of products due to content-related restrictions could cause a reduction in our direct revenues from such advertisements and an increase in available space on the existing inventory of billboards in the out-of-home advertising industry.
Our ability to comply with these covenants and restrictions may be affected by events beyond our control, which include, but are not limited to, prevailing economic, financial and industry conditions.
Our ability to comply with these covenants and restrictions may be affected by events beyond our control, which include, but are not limited to, prevailing economic, financial and industry conditions. If we breach any of these covenants or restrictions, we could be in default under the agreements governing our indebtedness, and as a result, we could be forced into bankruptcy.
This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative and is not intended to be exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
If we are unable to resolve such allegations or obtain acceptable arrangements in circumstances in which our displays are subject to removal, modification or amortization, or if there is an increase in such regulations or their enforcement, our operating results could suffer.
If we are unable to resolve such allegations or obtain acceptable arrangements in circumstances in which our displays are subject to removal, modification or amortization, or if there is an increase in such regulations or their enforcement, our operating results could suffer. 17 Table of Contents A number of state and local governments have implemented or initiated taxes, fees and registration requirements in an effort to decrease or restrict the number of outdoor signs and/or to raise revenue.
As we face increasing competition, the possibility of intellectual property rights claims against us will grow. Any lawsuits regarding intellectual property rights, regardless of their success, could be expensive to resolve and would divert the time and attention of our management and technical personnel.
Any lawsuits regarding intellectual property rights, regardless of their success, could be expensive to resolve and would divert the time and attention of our management and technical personnel. As a result of intellectual property infringement claims, or to avoid potential claims, we may choose or be required to seek licenses from third parties.
Unfavorable regional or local economic or political conditions, such as those resulting from the events described above and from the Russia-Ukraine war or the Israel-Hamas war, as well as increased social and political turmoil and unrest in some Latin American countries, also may adversely impact our results.
Unfavorable global, regional or local economic or political conditions, such as those resulting from the events described above and from actual and potential shifts in the U.S. and foreign trade, economic and other policies; trade tensions between the U.S. and other countries, including imposition of increased, new and retaliatory tariffs; the Russia-Ukraine war and the conflicts in the Middle East; as well as events such as terrorist attacks or increased social and political turmoil and unrest also may adversely impact our results.
Department of Justice, the Federal Trade Commission or foreign antitrust agencies, including the Spanish National Markets and Competition Commission, will not seek to bar us from disposing of or acquiring out-of-home advertising businesses or impose stringent undertakings on our business as a condition to the completion of an acquisition in any market where we already have a significant position.
Department of Justice, the Federal Trade Commission or foreign antitrust agencies, especially with respect to the agreed-upon disposition of our businesses in Europe-North, will not seek to bar us from disposing of or acquiring out-of-home advertising businesses or impose stringent undertakings on our business as a condition to the completion of a disposition or an acquisition in any market. 19 Table of Contents Litigation and Liability Risks Third-party claims against us could harm our business, operating results and financial condition.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS This report contains various forward-looking statements that represent our expectations or beliefs concerning future events, including, without limitation, our guidance, outlook, long-term forecast, goals or targets; our business plans and strategies; our expectations about the timing, closing, satisfaction of closing conditions, use of proceeds and benefits of the sales of our European businesses; expectations about certain markets; the conduct of, and expectations about, strategic review processes; industry and market trends; and our liquidity.
We risk damage to our brand and reputation and may face issues with governmental regulators, securing government contracts or accessing the capital markets or other sources of liquidity if we fail to adapt to, or comply with, government regulator, municipality, investor, lender, customer, activist or other stakeholder expectations and/or standards and current and potential regulation with respect to ESG and other matters. 23 Table of Contents CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS This report contains various forward-looking statements that represent our expectations or beliefs concerning future events, including, without limitation, our guidance, outlook, long-term forecast, goals or targets; our business plans and strategies; our expectations about the timing, closing, satisfaction of closing conditions, use of proceeds and benefits of the sales of our European and Latin American businesses; expectations about certain markets; the conduct of, and expectations about, sales of international businesses; industry and market trends; and our liquidity.
We are subject to a number of federal, state, local and foreign laws and regulations relating to consumer protection, information security, data protection and privacy, including the California Consumer Privacy Act, the California Privacy Rights Act, the E.U. and U.K. General Data Protection Regulations, the E.U. Privacy and Electronic Communications Regulation, the U.K.
We are subject to a number of federal, state, local and foreign laws and regulations relating to consumer protection, information security, data protection and privacy, and we expect to be subject to additional laws in the future. In the U.S., individual states continue to enact new privacy laws and regulations.
Litigation and Liability Risks Third-party claims of intellectual property infringement, misappropriation or other violation against us could harm our business, operating results and financial condition. Third parties have asserted, and may in the future assert, that we have infringed, misappropriated or otherwise violated their intellectual property rights.
Third parties have asserted, and may in the future assert, that we have infringed, misappropriated or otherwise violated their intellectual property rights. As we face increasing competition, the possibility of intellectual property rights claims against us will grow.
An increased level of competition for advertising dollars may lead to lower advertising rates as we attempt to retain customers or may cause us to lose customers to our competitors who offer lower rates that we are unable or unwilling to match.
An increased level of competition for advertising dollars may lead to lower advertising rates as we attempt to retain customers or may cause us to lose customers to our competitors who offer lower rates that we are unable or unwilling to match. 15 Table of Contents Technology Risks Regulations, consumer concerns and other challenges regarding privacy, digital services, data protection and the use of artificial intelligence, or any failure to comply with these regulations, could hinder our operations.
Our significant principal and interest payment obligations reduce our financial flexibility, make us more vulnerable to changes in operating performance and economic downturns or recessions, could reduce our liquidity over time and could negatively affect our ability to obtain additional financing in the future. 16 Table of Contents Our other cash requirements are for working capital used to fund the operations of the business, including site lease costs (payments for land or space used by our advertising displays); capital expenditures (primarily related to construction and sustaining activities for our out-of-home advertising displays); and debt service.
Our significant principal and interest payment obligations reduce our financial flexibility, make us more vulnerable to changes in operating performance and economic downturns or recessions, could reduce our liquidity over time, and could negatively affect our ability to obtain additional financing in the future.
We primarily finance these requirements with cash on hand, internally-generated cash flow from operations and, if necessary, borrowings under our credit facilities.
Our other cash requirements are for working capital used to fund the operations of the business and capital expenditures. We typically meet these needs through cash on hand, internally-generated cash flow from operations and, if necessary, borrowings under our credit facilities.
The market price for our common stock has been highly volatile.
Risks Related to Ownership of our Common Stock Our stock price has been highly volatile and may decline regardless of our operating performance . The market price for our common stock has been highly volatile.
If we fail to satisfy our contractual obligations to our customers and if any such failures cannot be resolved, and/or if the digital display platform and/or the digital advertising displays that we provide to our customers do not meet their expectations or are found to be defective, or if we are unable to realize the anticipated benefits of these products due to reduced market demand for these products or digital advertising generally, including as a result of macroeconomic conditions, our business operations and financial results will suffer. 18 Table of Contents We continue to develop and improve our technological offerings, including RADAR, our proprietary and industry-first suite of data-driven solutions for planning, measuring and amplifying the impact of out-of-home advertising, as well as our programmatic solution set, which uses automated technology, data and algorithms to offer a streamlined, flexible buying process, audience targeting and ad measurement capabilities through real-time, biddable digital marketplaces.
If we fail to satisfy our contractual obligations to our customers and if any such failures cannot be resolved, and/or if the digital display platform and/or the digital advertising displays that we provide to our customers are too costly, do not meet their expectations or are found to be defective, or if we are unable to realize the anticipated benefits of these products due to reduced market demand for these products or digital advertising generally, our business operations and financial results will suffer.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeGovernance Our Board of Directors has delegated oversight of risks related to cybersecurity to the Audit Committee. The Audit Committee is, therefore, charged with reviewing our cybersecurity processes for assessing key strategic, operational and compliance risks. Our Corporate Compliance Officer briefs the Audit Committee on cybersecurity risks at each of its meetings, which occur at least four times each year.
Biggest changeFor additional information about the Company’s cybersecurity risks, please refer to “Technology Risks” in Item 1A of this Annual Report on Form 10-K. Governance Our Board of Directors has delegated oversight of risks related to cybersecurity to the Audit Committee. The Audit Committee is, therefore, charged with reviewing our cybersecurity processes for assessing key strategic, operational and compliance risks.
Developed using collaboration and transparency principles, we maintain a suite of information and cybersecurity policies, standards and guides based on commonly adopted cybersecurity standards, frameworks and regulatory requirements, including ISO 27001 and publications from the National Institute of Standards and Technology and the Center for Information Security.
Developed using collaboration and transparency principles, we maintain a suite of information and cybersecurity policies, standards and guides based on commonly adopted cybersecurity standards, frameworks and regulatory requirements, including publications from the National Institute of Standards and Technology and the Center for Information Security.
His career reflects a broad spectrum of expertise, from spearheading tech solutions in startups to executing strategic initiatives in large enterprises. Our domestic cybersecurity program is overseen by our Head of Cybersecurity, Louie Garcia. Mr.
His career reflects a broad spectrum of expertise, from spearheading technology solutions in startups to executing strategic initiatives in large enterprises. Our domestic cybersecurity program is overseen by our Head of Cybersecurity, Louie Garcia. Mr.
Regional heads of cybersecurity and chief technology officers oversee their respective cybersecurity programs, including regional Cybersecurity Steering Committees (each, a “CSSC”), which are comprised of senior executives and extended leadership, and which provide oversight of cybersecurity investments by monitoring, evaluating, approving and supporting actions related to cybersecurity risk, incident management, investment and prioritization of projects and services.
The Audit Committee then provides updates on significant cybersecurity matters to the Board periodically. 25 Table of Contents Regional heads of cybersecurity and chief technology officers oversee their respective cybersecurity programs, including regional Cybersecurity Steering Committees (each, a “CSSC”), which are comprised of senior executives and extended leadership, and which provide oversight of cybersecurity investments by monitoring, evaluating, approving and supporting actions related to cybersecurity risk, incident management, investment and prioritization of projects and services.
Our enterprise risk management process is guided by the COSO Enterprise Risk Management Framework three lines of defense model, and we further utilize our global Compliance department, legal teams, cybersecurity teams and privacy teams as part of our overall cybersecurity program.
Our enterprise risk management process is guided by the COSO Enterprise Risk Management Framework, which incorporates the three lines of defense model. In addition, we leverage our global Compliance department, legal teams, cybersecurity teams and privacy teams as key components of our overall cybersecurity program.
A strong partnership exists between our information technology, enterprise security, internal audit and legal and compliance functions so that identified issues are addressed in a timely manner and incidents are reported to the appropriate regulatory bodies as required. Our Corporate Compliance Officer is Karis McLarty. Ms. McLarty is an international privacy, economic crime and corporate human rights lawyer. Ms.
A strong partnership exists between our information technology, enterprise security, internal audit, and legal and compliance functions so that identified issues are addressed in a timely manner and incidents are reported to the appropriate regulatory bodies as required. Our Corporate Compliance Officer is Lynn A. Feldman, the Company’s Executive Vice President, Chief Legal Officer and Corporate Secretary. Ms.
These briefings include an assessment of cyber risks, an overview of the cyberthreat landscape, updates on cybersecurity incidents and reports on our investments in cybersecurity risk mitigation strategies and technologies and related corporate governance. In addition, our domestic and European chief technology officers brief the Audit Committee on cybersecurity risks at least annually.
Our Corporate Compliance Officer briefs the Audit Committee on cybersecurity risks at each of its meetings, which occur at least four times each year. These briefings include an assessment of cyber risks, an overview of the cyberthreat landscape, updates on cybersecurity incidents, and reports on our investments in cybersecurity risk mitigation strategies and technologies and related corporate governance.
In addition to conducting posture and intelligence reviews of our vendors, our cybersecurity teams conduct evaluations of critical vendors to assess security requirements, and we assess our service level agreements so that cyber controls and practices to the levels set out in our cybersecurity standards are embedded within. 30 Table of Contents We have experienced, and may in the future experience, whether directly or through our supply chain partners, cybersecurity incidents.
In addition to conducting posture and intelligence reviews of our vendors, our cybersecurity teams conduct evaluations of critical vendors to assess security requirements, and we assess our service level agreements to monitor whether cyber controls and practices are integrated to the levels specified in our cybersecurity standards.
While prior cybersecurity incidents have not had a material impact on the Company, future cybersecurity incidents, including breaches, could have a material impact on our business, operations and reputation. For additional information about the Company’s cybersecurity risks, please refer to “Technology Risks” in Item 1A, Risk Factors .
We have experienced, and may in the future experience, whether directly or through our supply chain partners, cybersecurity incidents. While prior cybersecurity incidents have not had a material impact on the Company, future cybersecurity incidents, including breaches, could have a material impact on our business, operations and reputation.
McLarty holds the CIPP/E certification in European Data Protection and two Master’s degrees in Jurisprudence and Forensic Psychology (MA Oxon, MSc). Our domestic Chief Technology Officer, Christian Aaselund, oversees the integration and security of the Company’s digital products, infrastructure and all user-facing technology. Mr. Aaselund has over two decades of experience in technology leadership.
Feldman’s experience, please refer to the “ Information About Our Executive Officers ” section in this Annual Report on Form 10-K. Our domestic Chief Technology Officer, Christian Aaselund, oversees the integration and security of the Company’s digital products, infrastructure and all user-facing technology. Mr. Aaselund has over two decades of experience in technology leadership.
Garcia has over 18 years of cybersecurity experience, spanning threat perspectives, cyber exercise development and training, enterprise vulnerability assessments, defensive and offensive network solutions and operational evaluation of cyber products.
Garcia has almost 20 years of cybersecurity experience, spanning threat perspectives, cyber exercise development and training, enterprise vulnerability assessments, defensive and offensive network solutions, and operational evaluation of cyber products. Our European and Latin American businesses also maintain cybersecurity programs, which are led by experienced officers as outlined in the Company’s 2023 Annual Report on Form 10-K.
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The Audit Committee then provides updates on significant cybersecurity matters to the Board periodically.
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In addition, our domestic and European chief technology officers brief the Audit Committee on cybersecurity risks at least annually.
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McLarty has 20 years of experience specializing in U.S. and cross-border protection of large companies. Her areas of responsibility cover privacy, cyber risk and data protection; COSO, COBIT and ISO governance; forensic investigations, including regarding privacy and cyber issues; and regulator reporting, economic crime, antitrust and sustainability. Ms.
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Feldman has over 20 years of experience leading the legal and risk management departments of public companies. Her areas of responsibility cover privacy, cybersecurity risk and data protection; governance, including with respect to cybersecurity; and global legal compliance and reporting. For additional information about Ms.
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Our European Chief Technology/Information Officer and our European Head of Information Security each have approximately 25 years’ experience in the technology industry, with our Head of Information Security having focused for the last 10 years solely on the Information Security and Cybersecurity domains.
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Our Head of Information Technology for Latin America, who oversees Cybersecurity, has 25 years of experience in strategic IT leadership and global project management. 31 Table of Contents

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe also have operations in four countries across Latin America and in Singapore. The types of properties required to support each of our out-of-home advertising branches include offices and production facilities, generally located in an industrial or warehouse district, as well as structure sites.
Biggest changeThe operations of each of our out-of-home advertising branches are supported by various types of properties, including offices and production facilities, generally located in an industrial or warehouse districts, as well as advertising display sites that we lease, own, or for which we have acquired permanent easements or executed long-term management agreements.
No one property is material to our overall operations. We believe that our properties are in good condition and suitable for our operations. For additional information regarding our properties, refer to Item 1 of this Annual Report on Form 10-K.
We believe our properties are in good condition and suitable for our operations, and no single property is material to our overall operations. For additional information regarding our properties, including information about the operations of our structures and discontinued operations, refer to Item 1 of this Annual Report on Form 10-K.
ITEM 2. PROPERTIES Our corporate headquarters is located in San Antonio, Texas, where we lease space for executive offices and a business services center. We also have executive offices in New York City and London.
ITEM 2. PROPERTIES Our corporate headquarters is located in San Antonio, Texas, where we lease space for executive offices and a business services center. We also lease executive offices in New York City. As of December 31, 2024, we operated in 81 DMAs across the U.S., including 43 of the top 50 DMAs.
At December 31, 2023, we operated more than 325,000 print and digital out-of-home advertising displays as part of our continuing operations. Our America segment had 49,574 displays, including 2,437 digital displays, across 28 U.S.
In connection with our continuing operations, at December 31, 2024, we operated more than 61,800 print and digital out-of-home advertising displays. Specifically, our America segment had more than 48,700 displays across 28 U.S. DMAs, and our Airports segment had more than 13,100 displays across nearly 200 commercial and private airports in the U.S. and the Caribbean.
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Our operations are located primarily in the U.S., where we have presence in 84 DMAs, including 43 out of the top 50 DMAs, and in Europe, where our portfolio spans 12 countries (excluding markets that are considered discontinued operations) and is focused on densely populated metropolitan areas in major cities.
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As of December 31, 2024, we also operated in Europe and Latin America, which are classified as discontinued operations. These operations, including out-of-home advertising displays in 13 European countries and four Latin American countries, have either been sold or are currently held for sale. Additionally, our executive offices in London are associated with these discontinued operations.
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DMAs; our Airports segment had 12,879 displays, including 2,453 digital displays, across nearly 200 commercial and private airports in the U.S. and the Caribbean; our Europe-North segment had 256,846 displays, including 15,256 digital displays, across 12 European countries; and our operations in Latin America and Singapore had 6,625 displays, including 1,223 digital displays.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS For information regarding our material pending legal proceedings, refer to Note 8 to our Consolidated Financial Statements located in Item 8 of this Annual Report on Form 10-K. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 32 Table of Contents PART II
Biggest changeITEM 3. LEGAL PROCEEDINGS For information regarding our legal proceedings, refer to Note 8 to our Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 26 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+2 added−1 removed0 unchanged
Biggest changeIn order to calculate the cumulative total returns, the Company assumed $100 was invested on December 31, 2018 in our common stock and each of the aforementioned indices and stock of peer issuers and that any dividends were reinvested. Indexed Yearly Stock Price Close (Price Adjusted for Stock Splits and Dividends) Source: Bloomberg ITEM 6. RESERVED
Biggest changeCumulative total shareholder return is calculated by assuming a $100 investment on December 31, 2019 in our common stock, the index and the stock of each of our peer issuers, with any dividends reinvested. Indexed Yearly Stock Price Close (Price Adjusted for Stock Splits and Dividends) Source: Bloomberg ITEM 6. [RESERVED]
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Stockholders Shares of our common stock trade on the NYSE under the symbol “CCO.” As of February 21, 2024, there were 483,720,129 shares of our common stock outstanding (excluding 11,044,759 shares held in treasury) and 161 stockholders of record.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Stockholders Shares of our common stock are listed on the NYSE under the symbol “CCO.” As of February 19, 2025, there were 490,058,313 shares of our common stock outstanding (excluding 14,101,991 shares held in treasury) and 159 stockholders of record.
Any decision to declare and pay dividends in the future will be made at the discretion of our Board and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our Board may deem relevant. Recent Sales of Unregistered Securities None.
Any future decision to declare dividends will be at the discretion of our Board and will depend on factors such as our results of operations, financial condition, cash requirements, contractual restrictions, and other considerations deemed relevant by the Board.
This figure does not include an estimate of the indeterminate number of beneficial holders whose shares may be held by brokerage firms and clearing agencies. Dividends We currently have no intention to pay dividends on our common stock at any time in the foreseeable future.
This number does not include the indeterminate number of beneficial holders whose shares are held in “street name” through brokerage firms, clearing agencies, or other financial institutions. Dividends We do not currently intend to pay dividends on our common stock in the foreseeable future.
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Issuer Purchases of Equity Securities The following table sets forth our purchases of shares of our common stock made during the quarter ended December 31, 2023: Period Total Number of Shares Purchased (1) Average Price Paid per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs October 1 through October 31 — — — November 1 through November 30 3,864 $ 1.10 — — December 1 through December 31 — — — Total 3,864 $ 1.10 — — (1) The shares indicated consist of shares of our common stock tendered to us by employees during the three months ended December 31, 2023 to satisfy the employees’ tax withholding obligations in connection with the vesting and release of restricted shares, which are repurchased by us at their fair market value on the date the relevant transaction occurs. 33 Table of Contents Stock Performance Graph The following chart provides a comparison of the cumulative total returns, adjusted for any stock splits and dividends, for our common stock (traded on the NYSE under the symbol “CCO”), the S&P 600 Index and the stock of peer issuers (Lamar Advertising Company and Outfront Media, Inc.), in each case from December 31, 2018 through December 31, 2023.
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Issuer Purchases of Equity Securities During the period, we withheld shares of our common stock from employees to satisfy their tax withholding obligations related to the vesting of restricted stock units. These shares were withheld at fair market value on the vesting date and added back to treasury stock.
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Stock Performance Graph The following chart compares the cumulative total shareholder return (adjusted for stock splits and dividends) of our common stock, the S&P 600 Index, and the stock of peer issuers (Lamar Advertising Company and Outfront Media, Inc.) from December 31, 2019 to December 31, 2024.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

128 edited+68 added−91 removed1 unchanged
Biggest changeEBITDA As required by the definition of “EBITDA” in the Senior Secured Credit Agreement, our EBITDA for the preceding four quarters of $544.0 million is calculated as operating income from continuing operations before depreciation and amortization, impairment charges and share-based compensation; further adjusted for unusual or nonrecurring gains, losses, charges or expenses and any charges, expenses or reserves in respect of any restructuring, relocation, redundancy or severance expense or one-time compensation charges; and various other items. 49 Table of Contents The following table reconciles EBITDA to operating income from continuing operations and consolidated net cash provided by operating activities for the four quarters ended December 31, 2023: Four Quarters Ended (In millions) December 31, 2023 EBITDA (as defined by the Senior Secured Credit Agreement) $ 544.0 Depreciation and amortization, impairment charges and share-based compensation (262.2) Unusual or nonrecurring gain, loss, charge or expense and any charges, expenses or reserves in respect of any restructuring, relocation, redundancy or severance expense or one-time compensation charges (1) (22.8) Other items (2) (22.2) Operating income from continuing operations (3) 236.9 Interest expense, net; gain on extinguishment of debt; other income, net; and income tax benefit attributable to continuing operations (394.0) Loss from discontinued operations (151.7) Adjustments to reconcile consolidated net loss to net cash provided by operating activities: Reconciling items for non-cash and non-operating activity (4) 667.8 Changes in operating assets and liabilities (327.8) Net cash provided by operating activities (3) $ 31.3 (1) Includes expense of $19.0 million for resolution of the investigation of our former indirect, non-wholly owned subsidiary, Clear Media.
Biggest changeThe following table reconciles EBITDA to operating income from continuing operations and consolidated net cash provided by operating activities for the four quarters ended December 31, 2024: Four Quarters Ended (In millions) December 31, 2024 EBITDA (as defined in the Senior Secured Credit Agreement) $ 482.7 Depreciation, amortization, impairment charges and share-based compensation (197.1) Unusual or nonrecurring gains, losses, charges or expenses, including restructuring, redundancy or severance expenses and one-time compensation charges (12.7) Other items (1) 6.3 Operating income from continuing operations (2) 279.2 Interest expense, net; loss on extinguishment of debt, net; other expense, net; and income tax benefit attributable to continuing operations (402.9) Loss from discontinued operations (52.1) Adjustments to reconcile consolidated net loss to net cash provided by operating activities: Reconciling items for non-cash and non-operating activity (3) 580.7 Changes in operating assets and liabilities (325.1) Net cash provided by operating activities (2) $ 79.7 (1) Primarily comprised of net gains from the disposition of operating assets, partially offset by interest income and transaction costs related to structural initiatives.
Direct operating expenses also include production, installation and maintenance expenses related to the printing, transporting, posting and maintaining of advertising copy, as well as costs to operate our out-of-home displays, such as electricity costs for digital displays, repair and maintenance costs, and employee-related costs for our real estate and operations functions.
Direct operating expenses also include production, installation and maintenance costs related to the printing, transporting, posting and maintaining of advertising copy, as well as costs to operate our out-of-home displays, such as electricity for digital displays, repair and maintenance costs, and employee-related costs for our real estate and operations functions.
In addition, from time to time, we have explored, and expect to continue to explore, a variety of transactions to improve our liquidity and/or to refinance our indebtedness.
In addition, from time to time, we have explored, and expect to continue to explore, a variety of transactions to improve our liquidity and/or refinance our indebtedness.
Debt Activity In June 2023, we amended our Receivables-Based Credit Facility to extend the maturity date to August 2026 and our Revolving Credit Facility to extend the maturity of a substantial portion of the commitments thereunder to August 2026. Additionally, the aggregate revolving credit commitments under each facility were revised.
Debt Activity In June 2023, we amended our Receivables-Based Credit Facility to extend its maturity date to August 2026 and our Revolving Credit Facility to extend the maturity of a substantial portion of the commitments thereunder to August 2026. Additionally, the aggregate revolving credit commitments under each facility were revised.
We believe that our current sources of funds will be sufficient to meet our cash requirements for at least the next 12 months.
We believe our current sources of funds will be sufficient to meet our cash requirements for at least the next 12 months.
Please refer to Item 7A of this Annual Report on Form 10-K for additional details about our market risks. Additionally, our significant interest payment obligations reduce our financial flexibility, make us more vulnerable to changes in operating performance and economic downturns generally, and reduce our liquidity over time.
For additional details about our market risks, please refer to Item 7A of this Annual Report on Form 10-K. Furthermore, our significant interest payment obligations reduce our financial flexibility, make us more vulnerable to changes in operating performance and economic downturns generally, and reduce our liquidity over time.
On August 22, 2023, we issued $750.0 million aggregate principal amount of 9.000% Senior Secured Notes due 2028 (the “CCOH 9.000% Senior Secured Notes”) and used a portion of the net proceeds to prepay $665.0 million of outstanding principal on the Term Loan Facility, which we repurchased at a discount.
In August 2023, we issued $750.0 million aggregate principal amount of 9.000% Senior Secured Notes Due 2028 (the “CCOH 9.000% Senior Secured Notes”) and used a portion of the net proceeds to prepay $665.0 million of outstanding principal on the Term Loan Facility, which we repurchased at a discount.
In September 2023, we repurchased in the open market $5.0 million principal amount of the CCOH 7.750% Senior Notes and $10.0 million principal amount of the CCOH 7.500% Senior Notes for a total cash payment of $11.8 million, excluding accrued interest. The repurchased notes are held by a subsidiary of the Company and have not been cancelled.
In September 2023, we repurchased in the open market $5.0 million principal amount of the CCOH 7.750% Senior Notes and $10.0 million principal amount of the CCOH 7.500% Senior Notes for a total of $11.8 million, excluding accrued interest. The repurchased notes are held by a subsidiary of the Company and have not been cancelled.
For a full reconciliation of our effective tax rate to statutory rates and further explanation of our provision for taxes, please refer to Note 9 to our Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.
For a full reconciliation of our effective tax rate to statutory rates and further details on our provision for taxes, please refer to Note 9 to our Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management’s discussion and analysis of our financial condition and results of operations (“MD&A”) should be read in conjunction with the audited consolidated financial statements and related notes contained in Item 8 of this Annual Report on Form 10-K.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management’s discussion and analysis of financial condition and results of operations (“MD&A”) should be read in conjunction with the audited consolidated financial statements and related notes in Item 8 of this Annual Report on Form 10-K.
Cash Flow from Operations Net cash provided by operating activities primarily results from cash collected from customers for our out-of-home advertising services, offset by cash payments made for site leases; production, installation and maintenance costs; employee compensation; marketing, facility and information technology costs; interest on our debt; taxes; and other general corporate expenditures.
Cash Flow from Operations Net cash provided by operating activities primarily results from cash collected from customers for our out-of-home advertising services, offset by cash payments for site leases, production, installation and maintenance costs, employee compensation, marketing, facility and information technology expenses, interest on debt, taxes and other corporate expenditures.
NEW ACCOUNTING PRONOUNCEMENTS For a description of the expected impact of newly issued but not yet adopted accounting pronouncements on our financial position and results of operations, refer to Note 2 to our Consolidated Financial Statements located in Item 8 of this Annual Report on Form 10-K. 52 Table of Contents
NEW ACCOUNTING PRONOUNCEMENTS For a description of the expected impact of newly issued but not yet adopted accounting pronouncements on our financial position and results of operations, refer to Note 2 to our Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K. 43 Table of Contents
LIQUIDITY AND CAPITAL RESOURCES Liquidity Analysis Short-Term Liquidity Our main cash requirements are for working capital used to fund the operations of the business, capital expenditures and debt service. We typically meet these requirements with cash on hand, internally-generated cash flow from operations and, if necessary, borrowings under our credit facilities.
LIQUIDITY AND CAPITAL RESOURCES Liquidity Analysis Short-Term Liquidity Our primary cash requirements are for working capital used to fund the operations of the business, capital expenditures and debt service. We typically meet these needs through cash on hand, internally-generated cash flow from operations and, if necessary, borrowings under our credit facilities.
During 2022, we recognized impairment charges of $22.7 million in our America segment, including $21.8 million on indefinite-lived permits, driven by rising interest rates and inflation, and $0.9 million on permanent easements as a result of our annual impairment test.
In 2022, we recognized impairment charges of $22.7 million in our America segment, including $21.8 million on indefinite-lived permits due to rising interest rates and inflation, and $0.9 million on permanent easements as a result of our annual impairment test.
For additional details about the major classes of line items constituting loss from discontinued operations, please refer to Note 3 to our Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.
For additional details on the major components of the loss from discontinued operations, please refer to Note 3 to our Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.
Even if financing alternatives are available, we may not find them suitable or at reasonable interest rates, and the terms of our existing or future debt agreements may restrict us from securing financing on terms that are available to us at that time or at all.
Even if financing alternatives are available, we may not find them suitable or offered at reasonable interest rates, and the terms of our existing or future debt agreements may limit our ability to secure financing on terms that are available to us at that time or at all.
If we are unable to generate sufficient cash through our operations or obtain sources of supplemental liquidity as needed, we could face substantial liquidity problems, which could have a material adverse effect on our financial condition and on our ability to meet our obligations.
If we cannot generate sufficient cash from operations or secure sources of supplemental liquidity as needed, we could face substantial liquidity problems, which could have a material adverse effect on our financial condition and ability to meet our obligations.
We also use our best and most informed judgment to determine whether it is more likely than not that we will sustain positions that we have taken on tax returns and, if so, the amount of benefit to initially recognize within our financial statements.
We also assess whether it is more likely than not that we will sustain the positions we have taken on tax returns, and if so, the amount of benefit to recognize initially within our financial statements.
We could presently repatriate other excess cash with minimal U.S. tax consequences, as calculated for tax law purposes, and dividend distributions from our international subsidiaries may not result in a U.S. federal income tax liability.
At present, we could repatriate excess cash with minimal U.S. tax consequences, as calculated under tax law, and dividend distributions from our international subsidiaries may not result in a U.S. federal income tax liability.
Tax Provisions Our estimates of income taxes and the significant items giving rise to deferred tax assets and liabilities reflect our assessment of actual future taxes to be paid on items reflected in the financial statements, giving consideration to both timing and probability of these estimates.
Tax Provisions Our estimates of income taxes, including the significant items giving rise to deferred tax assets and liabilities, reflect our assessment of future taxes to be paid on items in the financial statements, considering both timing and the probability of realization.
Additionally, most of our street furniture, airport and other displays are operated through long-term contracts, many of which contain rent provisions that are calculated as the greater of a percentage of the relevant advertising revenue or a specified guaranteed minimum annual payment. Many of our lease agreements contain renewal options and annual rent escalation clauses.
Additionally, most of our airport and street furniture displays are operated through long-term contracts, many of which have rent provisions based on the greater of a percentage of advertising revenue or a minimum guaranteed annual payment. Many of our lease agreements contain renewal options and annual rent escalation clauses.
In 2022, however, we received an additional tax benefit driven by a reduction in the valuation allowance related to the classification change of permit intangible assets from indefinite-lived to finite-lived for financial reporting purposes.
In 2022, we recognized an additional tax benefit from a reduction in the valuation allowance resulting from the change in classification of permit intangible assets from indefinite-lived to finite-lived for financial reporting purposes.
In addition, we have long-term cash requirements related to the repayment of our outstanding debt, which is scheduled to mature over the next six years.
Additionally, we have long-term cash requirements related to the repayment of outstanding debt, which is scheduled to mature over the next five years.
We may request incremental credit commitments under each facility at any time, subject to customary conditions; however, the lenders under such facilities do not have an obligation to provide incremental commitments.
We may request incremental credit commitments under each facility at any time, subject to customary conditions; however, the lenders under such facilities are not obligated to provide additional commitments.
Debt Activity In August 2023, we issued $750.0 million aggregate principal amount of CCOH 9.000% Senior Secured Notes, which mature in September 2028, and used a portion of the net proceeds to prepay $665.0 million of outstanding principal on the Term Loan Facility, which we repurchased at a 1% discount.
In August 2023, we issued $750.0 million aggregate principal amount of CCOH 9.000% Senior Secured Notes, which mature in September 2028, and used a portion of the proceeds to prepay $665.0 million of Term Loan Facility principal, which we repurchased at a 1% discount. We paid $12.3 million in debt issuance costs related to these transactions.
Litigation Accruals We are currently involved in certain legal proceedings. Based on current assumptions, we 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.
Litigation Accruals We are involved in certain legal proceedings and have accrued an estimate of the probable costs for the resolution of claims where the occurrence of loss is considered probable and the amount of loss can be reasonably estimated.
We regularly review our uncertain tax positions and adjust our unrecognized tax benefits (“UTBs”) in light of changes in facts and circumstances, such as changes in tax law, interactions with taxing authorities and developments in case law. These adjustments to our UTBs may affect our income tax expense, and settlement of uncertain tax positions may require use of our cash.
We regularly review our uncertain tax positions and adjust our unrecognized tax benefits based on changes in facts and circumstances, including changes in tax law, interactions with taxing authorities, and case law developments. These adjustments may impact our income tax expense, and the settlement of uncertain tax positions may require the use of cash.
This was partially offset by the impact of other assets becoming fully depreciated. Please refer to Note 2 in Item 8 of this Annual Report on Form 10-K for additional details regarding this change in permit classification. Impairment Charges We did not recognize any impairment charges during 2023.
This increase was partially offset by certain structures becoming fully depreciated in the third quarter of 2023. For additional details regarding the change in permit classification, please refer to Note 2 in Item 8 of this Annual Report on Form 10-K. Impairment Charges We did not recognize any impairment charges related to our continuing operations in 2024 or 2023.
Actual income taxes could vary from these estimates due to future changes in income tax law or results from the final review of our tax returns by federal, state or foreign tax authorities. We use our best and most informed judgment to determine whether it is more likely than not that our deferred tax assets will be realized.
Actual income taxes may differ from these estimates due to future changes in tax law or the results of federal, state or foreign tax authority reviews of our tax returns. We use our best judgment to assess whether it is more likely than not that our deferred tax assets will be realized.
We and our subsidiaries have repurchased, and in the future may repurchase from time to time as part of various financing and investment strategies, outstanding notes in open market purchases, privately negotiated transactions or otherwise. These repurchases, if any, could have a material impact on our liquidity or on our results of operations.
We and our subsidiaries have repurchased, and may in the future repurchase from time to time as part of various financing and investment strategies, outstanding notes in open market purchases, privately negotiated transactions, or otherwise.
America Results of Operations (In thousands) Years Ended December 31, 2023 2022 2021 Revenue $ 1,100,846 $ 1,105,552 $ 1,013,290 Direct operating expenses (1) 437,861 412,302 376,898 SG&A expenses (1) 195,160 195,316 175,526 Segment Adjusted EBITDA 468,370 499,390 463,410 (1) Includes restructuring and other costs that are excluded from Segment Adjusted EBITDA.
America Results of Operations (In thousands) Years Ended December 31, 2024 2023 2022 Revenue $ 1,143,510 $ 1,100,846 $ 1,105,552 Direct operating expenses (1) 443,856 437,861 412,302 SG&A expenses (1) 212,233 195,160 195,316 Segment Adjusted EBITDA 487,990 468,370 499,390 (1) Includes restructuring and other costs that are excluded from Segment Adjusted EBITDA.
Airports Results of Operations (In thousands) Years Ended December 31, 2023 2022 2021 Revenue 311,605 $ 256,402 $ 160,330 Direct operating expenses (1) 208,442 163,638 98,548 SG&A expenses (1) 34,941 31,900 24,898 Segment Adjusted EBITDA 68,226 60,864 36,894 (1) Includes restructuring and other costs that are excluded from Segment Adjusted EBITDA.
Airports Results of Operations (In thousands) Years Ended December 31, 2024 2023 2022 Revenue $ 361,488 $ 311,605 $ 256,402 Direct operating expenses (1) 235,772 208,442 163,638 SG&A expenses (1) 37,954 34,941 31,900 Segment Adjusted EBITDA 87,860 68,226 60,864 (1) Includes restructuring and other costs that are excluded from Segment Adjusted EBITDA.
However, there can be no assurance that financing alternatives or liquidity-generating or debt-refinancing transactions will be available in sufficient amounts or on terms acceptable to us in the future due to market conditions, our financial condition, our liquidity constraints or other factors, many of which are beyond our control.
However, there is no assurance that we will be able to secure financing alternatives, complete liquidity-generating transactions or refinance debt in sufficient amounts or on terms acceptable to us in the future, due to market conditions, our financial condition, our liquidity constraints, or other factors that may be beyond our control.
Long-Term Liquidity Our long-term future cash requirements will depend on many factors, including the growth of our business, investments in digital conversions and new technologies, and the pursuit and outcome of strategic transactions, including the outcome of the ongoing processes to sell the businesses in our Europe-North segment and in Latin America.
Long-Term Liquidity Our long-term cash requirements will depend on many factors, including the growth of our business, investments in digital conversions and new technologies, and the pursuit and outcome of strategic opportunities, including the completion of the sale of our Europe-North segment and the ongoing sales processes for our businesses in Spain and Brazil.
These increases were primarily driven by a change in the classification of billboard permit intangible assets in our America segment from indefinite-lived to finite-lived in the fourth quarter of 2022, which resulted in increases in amortization expense of $48.2 million and $16.1 million during 2023 and 2022, respectively, compared to the prior years.
In 2023, depreciation and amortization increased by $23.1 million, or 13.3%, compared to 2022, primarily driven by a change in the classification of billboard permit intangible assets in our America segment from indefinite-lived to finite-lived in the fourth quarter of 2022, which resulted in a $48.2 million increase in amortization expense.
The borrowing limit of the Receivables-Based Credit Facility is equal to the lesser of $175.0 million and the borrowing base, which is calculated based on our accounts receivable balance each period in accordance with our Receivables-Based Credit Agreement.
The maximum borrowing limit of the Receivables-Based Credit Facility was increased from $125.0 million to $175.0 million, but remains capped by the borrowing base, which is variable and is calculated based on our accounts receivable balance each period in accordance with the Receivables-Based Credit Agreement.
Such repurchases could also result in changes in our leverage or other financial ratios, which could have a material impact on our ability to comply with the covenants contained in our debt agreements. These transactions, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors, and the amounts involved may be material.
These repurchases, if any, could materially impact our liquidity, results of operations, or leverage ratios, which could affect our ability to comply with the covenants contained in our debt agreements. The decision to repurchase, if at all, will depend on factors such as prevailing market conditions, our liquidity requirements and contractual restrictions, and the amounts involved may be material.
First Lien Debt The following table presents a calculation of our first lien debt as of December 31, 2023: (In millions) December 31, 2023 Term Loan Facility $ 1,260.0 Revolving Credit Facility — Receivables-Based Credit Facility — Clear Channel Outdoor Holdings 5.125% Senior Secured Notes Due 2027 1,250.0 Clear Channel Outdoor Holdings 9.000% Senior Secured Notes Due 2028 750.0 Finance leases 4.2 Less: Cash and cash equivalents (251.7) First lien debt (1) $ 3,012.6 (1) Due to rounding, the total may not equal the sum of the line items in the table above.
Consequently, our first lien net leverage ratio as of December 31, 2024 is higher than in previous periods and may not be directly comparable to such periods. 40 Table of Contents First Lien Net Debt The following table presents a calculation of our first lien net debt as of December 31, 2024: (In millions) December 31, 2024 Receivables-Based Credit Facility $ — Revolving Credit Facility — Term Loan Facility 425.0 Clear Channel Outdoor Holdings 5.125% Senior Secured Notes Due 2027 1,250.0 Clear Channel Outdoor Holdings 9.000% Senior Secured Notes Due 2028 750.0 Clear Channel Outdoor Holdings 7.875% Senior Secured Notes Due 2030 865.0 Finance leases 4.0 Less: Cash and cash equivalents (109.7) First lien net debt (1) $ 3,184.3 (1) Due to rounding, the total may not equal the sum of the line items in the table above.
We regularly consider, and enter into discussions with our lenders and other parties related to, potential financing alternatives. In the future, we may need to obtain supplemental liquidity through additional financing from banks or other lenders; public offerings or private placements of debt, equity or equity-linked securities; strategic relationships or other arrangements; or from a combination of these sources.
We regularly consider and discuss potential financing alternatives with our lenders and other parties. In the future, we may seek supplemental liquidity through additional financing from banks or other lenders, offerings of public or private debt, equity or equity-linked securities, strategic partnerships, or a combination thereof.
The following table provides information about Airports digital revenue: (In thousands) Years Ended December 31, 2023 2022 2021 Digital revenue $ 186,528 $ 147,361 $ 86,014 Percent of total segment revenue 59.9 % 57.5 % 53.6 % Revenue generated from national sales comprised 58.8%, 53.7% and 42.9% of Airports revenue for 2023, 2022 and 2021, respectively, while the remainder of revenue was generated from local sales.
The table below provides information about Airports digital revenue: (In thousands) Years Ended December 31, 2024 2023 2022 Digital revenue $ 207,158 $ 186,528 $ 147,361 Percent of total segment revenue 57.3 % 59.9 % 57.5 % National sales accounted for 59.4%, 58.8% and 53.7% of Airports revenue in 2024, 2023 and 2022, respectively, with the remainder coming from local sales.
America Revenue America revenue decreased $4.7 million, or 0.4%, during 2023 compared to 2022 mainly driven by weakness in the San Francisco/Bay Area market. Additionally, we saw a decrease in sales for the Media/Entertainment vertical driven by the Hollywood labor union strikes. These negative impacts were largely offset by higher revenue from various other markets and verticals.
In 2023, America revenue decreased by $4.7 million, or 0.4%, compared to 2022, primarily due to weakness in the San Francisco/Bay Area market and reduced sales in the Media/Entertainment vertical, which was impacted by the Hollywood labor union strikes. These declines were largely offset by higher revenue from other markets and verticals.
(2) Restructuring and other costs during the years ended December 31, 2023 and 2022 include expenses of $19.0 million and $7.1 million, respectively, recorded for the resolution of the investigation of Clear Media. Depreciation and Amortization Depreciation and amortization expense includes depreciation of our advertising structures and other property, plant and equipment and amortization of our finite-lived intangible assets.
(2) Restructuring and other costs during the years ended December 31, 2023 and 2022 include expenses of $19.0 million and $7.1 million, respectively, recorded for the resolution of the investigation of Clear Media.
Credit Facilities We have access to a Revolving Credit Facility and Receivables-Based Credit Facility, both of which include sub-facilities for letters of credit and short-term borrowings.
Credit Facilities We have access to a Revolving Credit Facility and a Receivables-Based Credit Facility, both of which include sub-facilities for letters of credit and short-term borrowings. No draws were made under either facility in 2024, 2023 or 2022.
First lien debt and EBITDA, which both exclude discontinued operations, are presented herein because they are material components of the calculation of the first lien leverage ratio.
First lien net debt and EBITDA are presented herein as they are material components of the first lien net leverage ratio calculation.
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. Future results of operations could be materially affected by changes in these assumptions or the effectiveness of our strategies related to these proceedings.
These estimates are based on current assumptions and have been developed in consultation with legal counsel, incorporating an analysis of potential outcomes based on a combination of litigation and settlement strategies. The actual costs may differ from these estimates, and future results of operations could be materially affected by changes in assumptions or the outcome of these legal proceedings.
Please refer to Note 8 to our Consolidated Financial Statements located in Item 8 of this Annual Report on Form 10-K for our total future capital expenditure commitments, including a schedule of future minimum payments. Debt Service Obligations A substantial amount of our cash requirements is for debt service obligations.
For details on our total future capital expenditure commitments for continuing operations, including a schedule of future minimum payments, please refer to Note 8 to our Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K. These obligations exclude amounts related to discontinued operations.
The net decrease in America revenue was driven by lower revenue from street furniture and transit displays, partially offset by higher revenue from billboards. As shown in the table below, digital revenue increased 2.0% from 2022. America revenue increased $92.3 million, or 9.1%, during 2022 compared to 2021. During 2021, America revenue was still adversely affected by COVID-19.
The net decrease in America revenue was driven by lower revenue from street furniture and transit displays, partially offset by higher revenue from billboards. Digital revenue increased by 2.0% from 2022, as shown in the table below.
Our next debt maturity is in August 2025 when the CCIBV Senior Secured Notes become due. Please refer to Note 6 to our Consolidated Financial Statements located in Item 8 of this Annual Report on Form 10-K for additional details on our outstanding long-term debt, including a schedule of future maturities.
Following that, our next debt maturity will occur in August 2027, when the $1.25 billion aggregate principal of the CCOH 5.125% Senior Secured Notes becomes due. For additional details on our outstanding long-term debt and a schedule of future maturities, please refer to Note 6 to our Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
We believe that our sources of funds will be adequate to meet our cash requirements in the long-term. 44 Table of Contents However, our ability to meet these cash requirements through cash from operations will depend on our future operating results and financial performance, which are subject to significant uncertainty and may be affected by events beyond our control, including macro-economic events that may result in weakness globally or in certain specific markets, higher interest rates, currency fluctuations, and geopolitical events such as the Russia-Ukraine war and the Israel-Hamas war.
We believe our sources of funds will be adequate to meet our cash requirements in the long-term. 35 Table of Contents However, our ability to meet these cash requirements through cash from operations will depend on our future operating results and financial performance, which are subject to significant uncertainty and may be affected by events beyond our control, including macro-economic conditions, interest rates, inflation, increased tariffs and retaliatory trade policies, and geopolitical events such as the ongoing conflicts in Ukraine and the Middle East.
Airports Direct Operating Expenses Airports direct operating expenses increased $44.8 million, or 27.4%, during 2023 compared to 2022 and $65.1 million, or 66.0%, during 2022 compared to 2021 primarily due to higher site lease expense driven by higher revenue and, to a lesser extent, lower rent abatements.
Airports Direct Operating Expenses Airports direct operating expen ses increased by $27.3 million, or 13.1%, in 2024 compared to 2023, and by $44.8 million, or 27.4%, in 2023 compared to 2022. These increases were primarily driven by higher site lease expense resulting from higher revenue and, to a lesser extent, lower rent abatements.
Please refer to Note 6 to our Consolidated Financial Statements located in Item 8 of this Annual Report on Form 10-K for more details on each of these credit facilities.
For further details on our segments, refer to Note 4 to our Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
The benefit we received from reporting tax losses was partially offset by valuation allowances recorded against current period deferred tax assets resulting from losses and interest expense carryforwards due to uncertainty regarding our ability to realize those assets in future periods.
In each of these years, the income tax benefit from reported losses was partially offset by valuation allowances against current-period deferred tax assets, primarily related to interest expense carryforwards, due to uncertainty about our ability to realize those assets in future periods.
The following table provides additional information about certain drivers of corporate expenses: (In thousands) Years Ended December 31, 2023 2022 2021 Share-based compensation expense (1) $ 20,330 $ 20,512 $ 18,808 Restructuring and other costs (2) 21,337 9,963 7,431 (1) Excludes share-based compensation expense for employees of discontinued operations for all periods presented.
The table below provides additional information about certain drivers of corporate expenses: (In thousands) Years Ended December 31, 2024 2023 2022 Share-based compensation expense (1) $ 23,076 $ 17,547 $ 17,836 Restructuring and other costs (2) 4,878 20,550 9,950 (1) Excludes share-based compensation expense for employees of discontinued operations for all periods presented.
In connection with the sale of this business, and pursuant to the related share purchase agreement, our former French business and/or Equinox will either replace or procure a counter-guarantee of our payment obligation under the letter of credit.
(2) As of December 31, 2024, outstanding letters of credit under the Revolving Credit Facility included a $20.2 million letter of credit related to our former business in France. Pursuant to the share purchase agreement related to this sale, our former French business and/or Equinox (the buyer) will either replace or procure a counter-guarantee for this payment obligation.
We are using the net proceeds from these sales, after payment of transaction-related fees and expenses, to improve liquidity and increase financial flexibility of the business as permitted under our debt agreements.
In 2023, we completed the sales of our businesses in Switzerland, Italy and France, on March 31, May 31, and October 31, respectively. We used the net proceeds from these sales, after payment of transaction-related fees and expenses, to improve liquidity and increase financial flexibility of the business as permitted under our debt agreements.
The discounted cash flow approach that we use for valuing goodwill as part of our impairment testing approach involves estimating future cash flows expected to be generated from the related assets, discounted to their present value using a risk-adjusted discount rate. Terminal values are also estimated and discounted to their present value.
Our impairment testing is based on a discounted cash flow approach, which estimates future cash flows expected to be generated by the related assets, discounted to their present value using a risk-adjusted discount rate. Terminal values are also estimated and discounted to present value.
Deferred tax assets are reduced by valuation allowances if we believe it is more likely than not that some portion or the entire asset will not be realized.
If we believe it is more likely than not that some or all of the deferred tax assets will not be realized, we establish a valuation allowance.
We lease the majority of the land occupied by our billboard structures under long-term site leases that typically have initial terms of up to 20 years.
These costs consist of both minimum guaranteed payments and revenue-sharing arrangements under lease and non-lease contracts. We lease the majority of the land occupied by our billboard structures under long-term site leases, which typically have initial terms of up to 20 years.
The MD&A is organized as follows: • Overview – Discussion of the nature, key developments and trends of our business in order to provide context for the remainder of this MD&A. • Results of Operations – Analysis of our financial results of operations at the consolidated and segment levels. • Liquidity and Capital Resources – Analysis of our short- and long-term liquidity and discussion of our material cash requirements and the anticipated source of funds needed to satisfy such requirements. • Critical Accounting Estimates – Discussion of our material accounting estimates that involve a significant level of estimation uncertainty, which we believe are most important to understanding the assumptions and judgments incorporated in our consolidated financial statements.
References in this report to “the Company,” “we,” “us” and “our” refer to Clear Channel Outdoor Holdings, Inc. and its consolidated subsidiaries. 27 Table of Contents The MD&A is organized as follows: • Overview – Discussion of the nature, key developments and trends of our business, providing context for the rest of this MD&A. • Results of Operations – Analysis of our financial performance at both the consolidated and segment levels. • Liquidity and Capital Resources – Discussion of our short- and long-term liquidity, including material cash requirements and the anticipated sources of funds needed to meet these requirements. • Critical Accounting Estimates – Overview of the material accounting estimates that involve significant estimation uncertainty, which we believe are most relevant to understanding the assumptions and judgments in our consolidated financial statements.
In June 2023, we amended the Senior Secured Credit Agreement and Receivables-Based Credit Agreement to, among other things, extend the maturity date of substantially all commitments under these credit facilities to August 23, 2026 in the amounts set forth below.
In June 2023, we amended the Senior Secured Credit Agreement (which governs the Revolving Credit Facility) and the Receivables-Based Credit Agreement, extending the maturity date of substantially all commitments under these credit facilities to August 23, 2026, in the amounts set forth below. These amendments also resulted in changes to the borrowing limits for each facility, as summarized below.
Our impairment calculations require management to apply judgment in estimating future cash flows, including forecasting useful lives of the assets and selecting the discount rate that reflects the risk inherent in future cash flows. When specific assets are determined to be unrecoverable, we reduce the cost basis of the asset to reflect the current fair market value.
Management applies judgment in estimating future cash flows, including forecasting the useful lives of the assets and selecting the discount rate that reflects the risk inherent in those cash flows. When assets are determined to be unrecoverable and we intend to hold the asset for continued use, we reduce their carrying amount to fair value.
The material components of Segment Adjusted EBITDA from continuing operations are discussed below on both a consolidated and segment basis. • Corporate expenses, depreciation and amortization, impairment charges, other operating income and expense, all non-operating income and expenses, and income taxes are managed on a consolidated company basis and are, therefore, included only in our discussion of consolidated results of continuing operations. • Results of discontinued operations are presented and discussed below separately from results of continuing operations.
Restructuring and other costs are defined as costs associated with cost-saving initiatives such as severance, consulting and termination costs and other special costs. • Corporate expenses, depreciation and amortization, impairment charges, other operating income and expense, non-operating income and expenses, and income taxes are managed on a total company basis and are therefore only included in our discussion of consolidated results of continuing operations. • Results of discontinued operations are presented and discussed separately from the results of continuing operations.
The market risks that our business is subject to are further described in Item 7A of this Annual Report on Form 10-K. Additionally, our segment results are impacted by economic conditions in the specific markets and industries in which we operate.
For further discussion of market risks, refer to Item 7A of this Annual Report on Form 10-K. Our segment results are also impacted by economic conditions in the markets and industries in which we operate, as advertising revenue is highly correlated with changes in gross domestic product.
Because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such difference could be material. Our significant accounting policies are discussed in the Notes to our Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.
Since future events cannot be predicted with certainty, actual results may differ from these estimates, and such differences could be material. For a discussion of our significant accounting policies, please refer to Note 2 to our Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
Gain (Loss) on Extinguishment of Debt In 2023, we recognized a gain on extinguishment of debt of $3.8 million primarily related to the open market repurchase of $15.0 million principal amount of CCOH Senior Notes at a discount. We did not extinguish any debt during 2022.
In 2023, we recognized a gain of $3.8 million on extinguishment of debt, primarily from the open market repurchase of $15.0 million principal amount of CCOH Senior Notes at a discount. Other Expense, Net Other expense, net, was $8.4 million, $5.7 million and $0.8 million in 2024, 2023 and 2022, respectively.
(2) Primarily comprised of interest income and costs related to strategic transactions and reviews. (3) Due to rounding, the total may not equal the sum of the line items in the table above.
(2) Due to rounding, the total may not equal the sum of the line items in the table above.
The remaining cash proceeds relate to the disposition of assets. In 2022, we received cash proceeds from the disposition of assets of $27.1 million, including compensation received from local governments for the condemnation and removal of billboards in certain markets in our America segment.
In 2022, we received net cash proceeds of $27.1 million from asset dispositions, including compensation from local governments for the condemnation and removal of billboards in certain markets within our America segment. We anticipate gross cash proceeds of $625.0 million from the sale of our Europe-North segment businesses, subject to certain customary adjustments.
If future results are not consistent with our assumptions and estimates, we may be exposed to impairment charges in the future. Leases The most significant estimate used by Company management in accounting for leases is the incremental borrowing rate (“IBR”), which we use to determine the present value of lease payments at the commencement of a lease.
Leases The most significant estimate used by management in accounting for leases is the incremental borrowing rate (“IBR”), which is used to determine the present value of lease payments at the commencement of a lease.
Our first lien leverage ratio, which is calculated by dividing first lien debt by EBITDA (as defined by the Senior Secured Credit Agreement) for the preceding four quarters, was 5.54 to 1.00 as of December 31, 2023.
This covenant requires compliance with a first lien net leverage ratio of less than 7.10 to 1.00. As of December 31, 2024, our first lien net leverage ratio was 6.60 to 1.00, calculated by dividing first lien net debt by EBITDA (as defined in the Senior Secured Credit Agreement) for the preceding four quarters.
The primary driver of our capital expenditure requirements is the construction of new advertising structures, including the continued deployment of digital displays in accordance with our long-term strategy to digitize our network. We believe our cash flow from operations will generally be sufficient to fund these expenditures.
Capital Expenditures and Acquisitions Capital Expenditures Our capital expenditures primarily relate to the construction and maintenance of our out-of-home advertising displays, including the ongoing deployment of digital displays as part of our long-term strategy to digitize our network. We believe cash flow from operations will generally be sufficient to fund these expenditures.
This discussion contains forward-looking statements that are subject to risks and uncertainties, and actual results may differ materially from those contained in any forward-looking statements.
This discussion contains forward-looking statements, which are subject to risks and uncertainties, and actual results may differ materially from those contained in any forward-looking statements. See “Cautionary Statement Concerning Forward-Looking Statements” contained in Item 1A within this Annual Report on Form 10-K.
America Direct Operating Expenses America direct operating expenses increased $25.6 million, or 6.2%, during 2023 compared to 2022 primarily due to higher site lease expense driven by lease renewals and amendments, including the renegotiation of a large existing site lease contract, and lower rent abatements.
This increase was primarily due to higher site lease expense driven by lease renewals and amendments, including the renegotiation of a large existing site lease contract, and lower rent abatements.
(3) Excludes asset acquisitions. During 2023, 2022 and 2021, we completed certain acquisitions of out-of-home advertising assets for total cash consideration of $12.1 million, $62.0 million and $18.5 million, respectively. These asset acquisitions included billboard structures, land, permits and permanent easements.
Acquisitions In 2024, 2023 and 2022, we acquired out-of-home advertising assets in our America segment for total cash consideration of $9.0 million, $12.1 million and $62.0 million, respectively. These acquisitions primarily consisted of permits, permanent easements and digital billboard structures, and in 2022, land.
Excess cash from our foreign operations may generally be transferred to our operations in the U.S. if needed, subject to the foreseeable cash needs of our foreign operations and restrictions in the indenture governing the CCIBV Senior Secured Notes.
Excess cash from our foreign operations can generally be transferred to our U.S. operations if needed, subject to the cash requirements of our foreign operations and restrictions under the credit agreement governing the CCIBV Term Loan Facility.
Senior Secured Credit Agreement Financial Covenant The Senior Secured Credit Agreement contains a springing financial covenant, applicable solely to the Revolving Credit Facility if its balance is greater than $0 and undrawn letters of credit exceed $10 million, that requires compliance with a first lien net leverage ratio of less than 7.10 to 1.00.
Additional information regarding compliance with the springing financial covenant under the Senior Secured Credit Agreement is provided below. Senior Secured Credit Agreement Financial Covenant The Senior Secured Credit Agreement includes a springing financial covenant applicable solely to the Revolving Credit Facility if its balance exceeds $0 and undrawn letters of credit exceed $10 million.
As a result, each of these businesses has been reclassified to discontinued operations in the financial statements included in this Annual Report on Form 10-K for all periods presented, resulting in changes to the presentation of certain amounts for prior periods.
As of December 31, 2024, we also classified our Europe-North segment and Latin American businesses as discontinued operations. Accordingly, these businesses are reported as discontinued operations in the financial statements included in this Annual Report on Form 10-K for all periods presented, resulting in changes to the presentation of certain prior period amounts.
More than half of the total increase was driven by digital revenue, which increased 15.2% from 2021. 40 Table of Contents The following table provides information about America digital revenue: (In thousands) Years Ended December 31, 2023 2022 2021 Digital revenue $ 387,975 $ 380,222 $ 329,938 Percent of total segment revenue 35.2 % 34.4 % 32.6 % Revenue generated from national sales comprised 34.7%, 36.2% and 39.1% of America revenue for 2023, 2022, and 2021, respectively, while the remainder of revenue was generated from local sales.
The table below provides information about America digital revenue: (In thousands) Years Ended December 31, 2024 2023 2022 Digital revenue $ 415,093 $ 387,975 $ 380,222 Percent of total segment revenue 36.3 % 35.2 % 34.4 % National sales accounted for 36.0%, 34.7% and 36.2% of America revenue in 2024, 2023 and 2022, respectively, with the remainder coming from local sales.
Sources of Capital and Liquidity Cash On Hand As of December 31, 2023, we had $251.7 million of cash on our balance sheet, including $84.3 million of cash held outside the U.S. by our subsidiaries (excludes cash held by our business in Spain, which is discontinued operations).
Sources of Capital and Liquidity Cash On Hand As of December 31, 2024, we had $164.3 million of cash and cash equivalents, including $54.6 million held by discontinued operations (our businesses in Europe and Latin America) and $3.3 million held by our continuing operations subsidiaries outside the U.S., primarily in the Caribbean.
An increase in the IBR would decrease the net present value of the minimum lease payments and, therefore, reduce the probability that a lease would be considered a finance lease. 51 Table of Contents In our U.S. business, we calculate the IBR monthly based on the existing yield of our most recently issued secured debt, currently the CCOH 9.000% Senior Secured Notes, which is extrapolated over a 30-year time horizon using a composite credit rating yield curve.
An increase in the IBR would decrease the net present value of minimum lease payments, which could reduce the likelihood of a lease being classified as a finance lease. For our U.S. business, we calculate the IBR monthly based on the yield of our most recently issued secured debt, currently the CCOH 7.875% Senior Secured Notes.
The following table provides information about America site lease expense and rent abatements: (In thousands) Years Ended December 31, 2023 2022 2021 Site lease expense $ 348,229 $ 322,725 $ 291,769 Reductions of rent expense on lease and non-lease contracts from rent abatements 6,439 14,847 20,457 America SG&A Expenses America SG&A expenses decreased $0.2 million, or 0.1%, during 2023 compared to 2022 driven by a property tax refund of $4.7 million resulting from a legal settlement.
The table below provides information about America site lease expense and rent abatements: (In thousands) Years Ended December 31, 2024 2023 2022 Site lease expense $ 346,171 $ 348,229 $ 322,725 Reductions of rent expense on lease and non-lease contracts from rent abatements 60 6,439 14,847 33 Table of Contents America SG&A Expenses America SG&A expenses increased by $17.1 million, or 8.7%, in 2024 compared to 2023, largely due to higher employee compensation costs, driven by higher variable-incentive compensation, increased sales headcount and pay increases.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeForeign Currency Exchange Rate Risk We have operations in America, Europe, Singapore and Latin America. Foreign operations are measured in their local currencies, and, as a result, our financial results are affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which we operate.
Biggest changeConversely, a decrease in interest rates could lead management to consider actions to capitalize on such movements. Foreign Currency Exchange Rate Risk We have historically operated in America, Europe, Singapore and Latin America, with foreign operations denominated in their local currencies.
Interest Rate Risk Our financial results are affected by changes in interest rates as our Term Loan Facility, Revolving Credit Facility and Receivables-Based Credit Facility bear interest at variable rates.
Interest Rate Risk Our financial results are affected by changes in interest rates, as a portion of our debt (specifically the Term Loan Facility, Revolving Credit Facility, Receivables-Based Credit Facility, and a portion of the CCIBV Term Loan Facility) bears interest at variable rates.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to market risks arising from changes in market rates and prices, including movements in foreign currency exchange rates, interest rates and inflation, which are generally interrelated.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to market risks from changes in interest rates, foreign currency exchange rates and inflation, which are interrelated. While inflation has moderated from its peak in 2022 and the U.S.
In May 2023, we purchased a foreign currency exchange option to sell Euros and purchase U.S. Dollars to hedge the anticipated proceeds from the sale of our business in Spain, which is expected to close in 2024.
However, now that nearly all of our international operations are classified as discontinued, we expect foreign currency exchange rate risk to be minimal moving forward. In 2023, we purchased a foreign currency exchange option to hedge anticipated proceeds from the sale of our business in Spain, which was expected to close in 2024.
Although the exact impact of inflation on our margins and earnings is indeterminable, we believe we have partially offset higher costs by increasing the effective advertising rates for most of our out-of-home displays. 53 Table of Contents
We believe we have partially offset the impact of inflation by increasing advertising rates for our out-of-home displays and have taken steps to manage costs. However, the precise impact of inflation on our margins and earnings remains uncertain, and we continue to monitor macroeconomic factors, including potential changes in trade policies and fluctuations in energy prices. 44 Table of Contents
As we have sold certain of our international businesses, our exposure to foreign currency exchange rate risk has been reduced. During 2022, the U.S. dollar significantly strengthened against the Euro and British pound sterling, among other European currencies, resulting in an adverse impact on our reported results.
As a result, we have been exposed to market risks related to fluctuations in foreign currency exchange rates, primarily involving the value of the U.S. dollar relative to the Euro, British pound sterling and other European currencies.
Removed
In 2022, we saw significant volatility in foreign currency exchange rates, as well as high interest rates and inflation, which adversely impacted our results. While foreign currency exchange rates, interest rates and inflation were less volatile or lower in 2023, future fluctuations in these indicators are uncertain and could result in further adverse impacts to our reported results.
Added
Federal Reserve reduced the federal funds rate in 2024, inflation remains elevated, and high interest rates continue to impact our cost of debt. Future fluctuations in these factors are uncertain and could continue to affect our financial results.
Removed
The U.S. dollar has since trended weaker, and during 2023, fluctuations in foreign currency exchange rates positively impacted reported Segment Adjusted EBITDA for our Europe-North segment by $3.2 million. In 2023, our Europe-North segment reported Segment Adjusted EBITDA of $114.3 million.
Added
As of December 31, 2024, following the March 2024 Debt Transactions, variable-rate debt accounted for approximately 9% of our total long-term debt, down from 22% as of December 31, 2023.
Removed
We estimate that a 10% increase in the value of the U.S. dollar relative to foreign currencies would have decreased Europe-North Segment Adjusted EBITDA by $11.4 million, while a 10% decrease in the value of the U.S. dollar relative to foreign currencies would have increased Europe-North Segment Adjusted EBITDA by a corresponding amount.
Added
Upon repayment of the CCIBV Term Loan Facility, which we expect to complete in 2025 using net proceeds from the sale of the Europe-North businesses, we anticipate the proportion of our total debt that is variable-rate will decrease to 8%, assuming no other changes to debt balances. In response to inflation, the U.S.
Removed
This analysis does not consider the implications that such currency fluctuations could have on the overall economic activity in the U.S. or foreign countries or on the results of operations of the foreign entities comprising our Europe-North segment.
Added
Federal Reserve raised interest rates in 2022 and 2023, which increased our weighted average cost of debt. After remaining steady for a year, the federal funds rate was reduced in late 2024 as inflation slowed.
Removed
Changes in economic or political conditions in any of the foreign countries in which we operate could result in exchange rate movement, new currency or exchange controls or other currency restrictions being imposed.
Added
As a result, and combined with the reduced proportion of variable-rate debt, our weighted average cost of debt decreased slightly from 7.5% at December 31, 2023, to 7.4% at December 31, 2024. Higher interest rates generally impact our financial results through increased interest expense.
Removed
For more information, please refer to the risk factor entitled, “We are exposed to foreign currency exchange risks because a portion of our revenue and cash flows are received in foreign currencies and translated to U.S. dollars for reporting purposes” in Item 1A of this Annual Report on Form 10-K.
Added
Assuming current borrowings, a 100-basis-point increase in the Secured Overnight Financing Rate would have resulted in a $5.1 million increase in our 2024 interest expense. This analysis assumes no actions from management to mitigate the impact of interest rate increases and does not consider the potential broader economic effects of such rate changes.
Removed
As of December 31, 2023, variable debt accounted for approximately 22% of our aggregate principal amount of long-term debt, a decrease from the prior year as we refinanced $665.0 million of outstanding principal on the Term Loan Facility in August 2023 using net proceeds from the issuance of the CCOH 9.000% Senior Secured Notes.
Added
However, after the sales agreement was terminated in October 2024, we unwound the hedge and recouped the residual value, less associated fees. Inflation Risk Inflation affects the economies in which we operate, impacting costs such as electricity, labor, rent, materials and equipment. While inflation rates have moderated since their peak in 2022, global inflation remains elevated.
Removed
In response to high levels of inflation, the U.S. Federal Reserve raised interest rates significantly in 2022 and continued to raise rates in 2023, resulting in an increase in our weighted average cost of debt from 7.1% at December 31, 2022 to 7.5% at December 31, 2023.
Removed
Central banks may reduce interest rates in the coming year if inflation continues to decline, but this is uncertain. Assuming the current level of borrowings and a 100 basis point increase in SOFR, it is estimated that our interest expense for 2023 would have increased by $12.8 million.
Removed
If further increases in interest rates materially affect interest expense, Company management may take actions to mitigate our exposure. However, due to the uncertainty of the actions that would be taken and their possible effects, the preceding interest rate sensitivity analysis assumes no such actions.
Removed
Further, the analysis does not consider the effects of the change in the level of overall economic activity that could exist in such an environment. Inflation Risk Inflation is a factor in the economies in which we do business, and we continue to seek ways to mitigate its effect. In 2022, there was a worldwide surge in inflation.
Removed
While inflation rates slowed in 2023, global inflation remains high and has affected our results, particularly in our Europe businesses due to higher costs primarily for labor and rent.

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