Overview of our Business

Clear Channel Outdoor Holdings, Inc. (the "Company", "we" or "us"), a Delaware corporation, is one of the world'sworld’s largest outdoorout-of-home advertising companies and the only global outdoorout-of-home advertising company with scaled presence in the United States ("U.S.") and Europe. With more than 460,000500,000 advertising displays (including airport structures) spanning 3231 countries, we deliver our clients’ marketing campaigns internationally, nationally and locally, by providing themenabling advertisers to engage with access to billboards, street furniture displays, transit displays and otherconsumers through our portfolio of out-of-home advertising displays in many of the most desirable markets across the globe.

Through our extensive display inventory and technology-based enhancements, we have the ability to deliver innovative, effective marketing campaigns for advertising partners globally, in their target markets.markets, connecting brands with the people they want to reach with ideas that enlighten, entertain and influence them. In the U.S., we are present in 4342 out of the top 50 designated market areas (“DMAs”), as well as all top 20 DMAs. Internationally,Our portfolio in our primary portfolioEurope segment spans 2217 countries across Europe, Asia and Latin America(16 European countries plus Singapore) and is focused on densely populated metropolitan areas. We also have advertising assets in four countries across Latin America. Our large, diverse portfolio of assets connects brands with the people they want to reach, with ideas that enlighten, entertain and influence them, and our broadglobal portfolio gives us exposure to a range of macro-economic, regulatory and media environments.environments, the ability to leverage technology investments and leadership across the portfolio, and the opportunity to develop global relationships with the world’s largest advertisers and agencies.

Our business model focuses on building strong customer relationships and leveraging our diverse global assets to provide customized advertising solutions. As part of our long-term strategy, we are transforming the way we do business by applying cutting-edge technology to the outdoor advertising experience, including continuing our expansion of digital displays. We believe that with our reach, technology and global asset base, we can provide our clients with a more effective method to reach their audiences and deliver their messages in an impactful manner compared to other traditional advertising mediums. Further,

Advertising revenue for our business is highly correlated to investchanges in gross domestic product (“GDP”) as advertising spending has historically trended in line with GDP, both domestically and internationally. Additionally, our international results are impacted by the economic conditions in the transformationforeign markets in which we have operations and fluctuations in foreign currency exchange rates.

We typically experience our lowest financial performance in the first quarter of the out-of-home industry andcalendar year, which is generally offset during the ability to better focus on maintaining our leading market position in out-of-home.

Our Industry

Out-of-home has the broadest reach among all forms of media, reaching more adults in the U.S. on a weekly basis than radio, TV and the Internet, according to data provided by Scarborough Research. We reach our audience while they are on the move through billboards, transit displays and street furniture located in major commuter and other locations such as airports, bus networks and railways. With the growth of digital media and the use of data, advertisers can build on this location-targeting ability and alter advertising messages based on environmental conditions, including time of day and weather, making them all the more relevant and effective to their target audience.

Our Vision

The key pillars of our vision are:

Our Strategies

Given the attractive industry fundamentals of outdoor media and the depth and breadth of our relationships with advertisers, we believe we can drive outdoorout-of-home advertising's share of total media spendingspend by using executive, marketing and dedicated sales teams to highlight the value of outdoorout-of-home advertising relative to other media. As part of our effort to promote growth in outdoorout-of-home advertising’s share of total media, we are focusingfocused on developing and implementing improved outdoorout-of-home audience delivery measurement systems to provide advertisers with tools to plan their campaigns and determine how effectively their message is reaching the desired audience.

We were an early adopter of digital displays, and we continue to invest opportunistically in digital conversion both domestically and internationally. Digitization of the asset base provides highly attractive economics and has been a proven driver of growth in the out-of-home sector and for us in particular. WeDigital displays enhance the core proposition of out-of-home advertising by improving the quality of display, enabling greater utilization of our best advertising locations through sequential displays, allowing advertisers to plan campaigns around specific days or times of day, and enhancing creativity and contextual relevance of advertisements by tailoring messages according to specific locations, times or other inputs. Digitization of the asset base also provides highly attractive economics, and we believe we have established leadership in unlocking the full benefits of a digital portfolio, including improving salesforcesales force capability; developing sophisticated pricing and packaging, campaign delivery, and measurement tools; developing flexible propositions, which allow us to change content by time of day and quickly change messaging based on advertisers’ needs; and automation. Additionally, digital technology allows us to transition from selling space on a display to a single advertiser to selling time on that display to multiple advertisers, creating new revenue opportunities from both new and existing customers.

As of December 31, 2019,2020, we had more than 17,00019,000 digital displays worldwide, and revenue from digital displays amounted toaccounted for approximately 29%31% of our total revenue for the year ended December 31, 2019,2020, up from 26%29% for the year ended December 31, 2018.2019. As we move through the economic downturn resulting from COVID-19, we are seeing benefits from our continued investments in technology and the global expansion of our digital footprint, which provides us with the flexibility to quickly ramp-up advertising campaigns and most effectively target the right audiences at the right time. A core element of our capital allocation strategy has been the continued digitization of our displays, and although we are taking a highly disciplined approach in managing our use of cash during the economic downturn, we remain committed to the development of digital out-of-home communication solutions, which we believe will serve to better position our business to meet our customers’ needs. The underlying fundamentals of the out-of-home industry remain attractive and are expected to continue to grow faster than traditional advertising over the long-term, with digital out-of-home driving that growth. According to data published by Magna Global in December 2019,2020, the digital out-of-home sector is expected to grow at a 13.0%13.4% compounded annual growth rate from 20202022 to 2024,2025 following the current economic downturn and recovery period, and we hope to capture a significant share of this growth. A core element of our capital allocation strategy focuses on the continued digitization of our displays. We believe digital display technology opens out-of-home to new advertisers, increases spend from brands that already advertise with us, and enables yield maximization.

We believe the technology investments we have made in building out our RADAR platform position us to better meet our customers’ needs as we move through the economic downturn resulting from COVID-19. During this time, our customers have continued to use RADAR as a vital tool allowing brands to effectively plan and measure their out-of-home campaigns against specific audience segments, especially as traffic patterns changed over the course of the pandemic. For example, in the U.S., we saw an increase in average visitation rates to essential businesses during the pandemic as a result of out-of-home ad exposure, which, in some cases, was higher than pre-COVID visitation rates. We believe we can drive revenue growth by continuing to improve audience insights and data solutions to make campaigns more relevant and by utilizing sophisticated tools to unlock value in revenue management and campaign optimization.

We are focused on growingAnother component of our long-term strategy is to grow our relevance to our advertising customers by continuously optimizing our portfolio, and targeting selective investments in our existing markets or expanding to new markets. Wepromising market segments and capitalizing on product and geographic opportunities. In the past, we frequently evaluateevaluated potential merger and acquisition situations, and, we have, in many cases, identified opportunities to capture synergies, to achieve network effects or to expand into new markets. We plan to opportunistically acquiremarkets through the opportunistic acquisition of companies, assets and technologies that fit in with our long-term strategy and vision.

We are focused on taking the necessary steps to de-lever our balance sheet, enhance financial flexibility and invest in the growth of our higher margin markets, particularly in the Americas. As we continue to focus on operational efficiencies that drive greater margin and cash flow, we may from time to time in the future consider strategic transactions, including, among other things, the sale of one or more of our markets or businesses.

Although COVID-19 had significant adverse effects on our results for 2020, the trends that we saw during the year were at times encouraging. As audiences returned, our advertisers returned as well; however, it remains unclear when we will see stabilized out-of-home metrics translate into a return to typical out-of-home advertising buying levels and Company results. While we expect the near term to remain challenging, we believe that the underlying fundamentals of our industry and our business, the strength of our portfolio and the strategic steps we have taken to bolster our financial position will continue to support our long-term strategies. We expect to continue exploring opportunities to reduce costs while remaining focused on securing new business and building out our digital network as we believe we are well-positioned to capitalize on improving trends. While we believe our distinct media offering, our continued investment in technology, development efforts complementand our mergersstrong customer relationships enable a stable path back to growth, the duration and acquisitions strategy, as we develop toolsseverity of COVID-19’s impacts continue to evolve and systems to effectively integrateremain unknown. See "Risk Factors" in Item 1A of this Form 10-K for further discussion of the possible impact of COVID-19 on our acquisitions into our technology platform.

Our Business Segments

Americas Outdoor Advertising

We are one of the largest outdoorout-of-home advertising companies in the U.S., with operations in 4342 of the 50 largest U.S. markets, including all of the top 20 DMAs, and reaching more U.S. adults monthly in the top 10 DMAs than any other out-of-home media company. Our Americas segment generated 47%53%, 44%47% and 45%44% of our revenue in 2020, 2019 and 2018, and 2017, respectively.

Americas revenue, which is generated through both local and national sales channels, is derived from the sale of advertising copy placed on our printed and digital displays, consisting primarily of billboards, transit displays, street furniture, and spectaculars and wallscapes. As of December 31, 2019,2020, we had approximately 74,00071,000 advertising displays in the Americas, of which more than 1,700 were digital displays. Our footprint is protected by significant barriers to entry for traditional large format roadside advertising, as well as the strong working relationships required with landlords and local governments. In 2019, the top five client categories in our Americas outdoor segment were business services, retail, media, healthcare/medical and banking/financial services. No single advertising market in the U.S. and no advertising category represented greater than 12% and 9%, respectively, of our Americas revenue during the year ended December 31, 2019.

In 2020, the technologytop five client categories in our Americas segment were business services, healthcare/medical, media, retail and banking/financial services. No single advertising market in the U.S. and no advertising category represented greater than 12% of digital displays, which provides us withour Americas revenue during the ability to launch new products and test new initiatives in a reliable and cost-effective manner.year ended December 31, 2020.

The outdoorout-of-home advertising industry in the Americas is fragmented, consisting of several other large companies involved in outdoor advertising, such as Outfront Media, Inc. and Lamar Advertising Company, as well as numerous smaller and local companies operating a limited number of displays in a single market or a few local markets. OutdoorOut-of-home advertising companies compete primarily based on ability to reach consumers, which is driven by location of the display. While location, price and availability of displays are important competitive factors, we believe that providing quality customer service and establishing strong clientcustomer relationships are also critical components of sales. We have long-standing relationships with a diversified group of advertising brands and agencies that allow us to diversify clientcustomer accounts and establish continuing revenue streams.

We also compete with other advertising media in our respective markets, including broadcast and cable television, radio, print media, direct mail, mobile, social media, online and other forms of advertisement. According to data published by Magna Global in December 2019, outdoor2020, out-of-home advertising accounts for approximately 6%4% of the advertising market in the U.S., excluding search advertising.

The following table shows the approximate percentage of revenue derived from each category for our Americas segment:

Approximately 31%, 32% and 30% of our total Americas revenuesrevenue during 2020, 2019 and 2018, respectively, werewas from digital displays.

Our advertising rates are based on a number of different factors, including location, competition, size of display, illumination, market and gross rating points. Gross rating points are the(the total number of impressions delivered by a display or group of displays, expressed as a percentage of a market population, of a display or group of displays.population). The number of impressions delivered by a display is measured by Geopath, thean independent non-profit organization that provides audience measurement for the out-of-home industry. Geopath leveragesindustry in the U.S. using a range of dynamic data sources, including anonymous location and trip data from hundreds of millions of connected vehicles and smartphones, to understand the number of people passing a display during a defined period of time, along with insights into their demographic characteristics. The margins on our billboard contracts which comprise approximately two-thirds of our display revenues, 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.

We typically own the physical structures on which our clients’customers’ advertising copy is displayed. 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. We believe that our properties are in good condition and suitable for our operations. No one property is material to our overall operations.

The majority of the advertising structures on which our displays are mounted require permits, which are granted for the right to operate an advertising structure as long as the structure is used in compliance with state and local laws and regulations. Permits are typically granted in perpetuity by the state and/or local government and typically are transferable or renewable for a minimal, or no, fee. We believe

Our rights to place transit displays on vehicles, within transit systems, or within the common areas of rail stations and airports and to place street furniture displays in the public domain, as well as the rights to sell advertising on such displays, are governed by contracts awarded by municipal and public transit authorities in competitive bidding processes governed by local law or, in the case of transit displays, may be negotiated with private transit operators. As compensation for the right to sell advertising space on these displays, we pay the municipality or transit authority a fee or revenue share that our propertiesis either a fixed amount or a percentage of the revenue derived from the displays, and we are in good conditiontypically required to pay minimum guaranteed amounts. These contracts generally have terms ranging from 5 to 10 years for transit displays and suitable10 to 20 years for our operations. No one property is material to our overall operations.street furniture displays.

Printed bulletin and poster advertising copy is primarily printed with computer-generated graphics on a single sheet of vinyl or polyethylene material supplied by the advertiser. These advertisementsprints are then transported to the display site and secured to the display surface, either by being wrapped around the face of the site or affixed to a hardware anchoring system on the display site. The operational process also includes conducting visual inspections of the inventory for display defects and taking the necessary corrective action within a reasonable period of time.

The following table shows the approximate percentage of revenue derived from each category for our InternationalEurope segment:

Media or advertising agencies often provide our customers creative services to our International clients to design and produce the advertising copy, which is delivered to us either in digital format or in the traditional format of physical printed advertisements. For digital advertising campaigns, the digital advertisement is received by our content management system and is then distributed to our digital displays.displays, which are linked through centralized computer systems to simultaneously and rapidly change messages throughout the course of a day. For traditional advertising campaigns, the printed advertisement – whether in paper or vinyl – is shipped to centralized warehouses operated by us or third parties. The copy is then sorted and delivered to sites where it is installed on our displays.

In addition to our Americas and Europe segments, we also have spent timeoperations in Latin America, including in Brazil, Chile, Mexico and resources building commercial capabilities throughPeru. Our Latin America business generated 2%, 3% and 3% of our revenue in 2020, 2019 and 2018, respectively.

The majority of our Latin America revenue is generated from the sale of advertising space on billboards and street furniture displays. As of December 31, 2020, our Latin American portfolio included approximately 5,500 displays, including more than 700 digital displays. In addition, we generate revenue from public bicycle rental programs, which operate in a company-wide sales force effectiveness programsimilar manner to our public bicycle rental programs in Europe.

On April 28, 2020, we sold our 50.91% stake in Clear Media, a company based in China whose ordinary shares are listed on the Hong Kong Stock Exchange. Our stake in Clear Media generated 2%, 8% and 10% of our revenue in 2020, 2019 and 2018, respectively.

As of December 31, 2019,2020, we had approximately 1,700 domestic4,800 employees, including approximately 1,500 employees in the U.S., approximately 2,900 employees in Europe and approximately 4,200 international400 employees of whichin Latin America. Of our total employees, approximately 4,9004,100 were in direct operations and 1,000approximately 700 were in administrative or corporate-related activities. Approximately 100 of our employees are subject to collective bargaining agreements in their respective countries. We are a party to numerous collective bargaining agreements, none of which represent a significant number of employees. We believe that our relationship with our employees is good.

ReferCOVID-19 has affected everyone worldwide and, as a global company bolstered by a diverse workforce, our priority is to Item 7protect the safety, health and well-being of Part IIour employees and their families. In recognition of the unique challenges facing our people around the world during this time, in May we launched Our People Pledge in order to reaffirm and emphasize our commitment to putting our people first, as well as to guide and support our people through this challenging period. Our People Pledge, which is consistent with the Company’s foundational core values, identifies five core commitments to which we hold our Company and our employees accountable — recognizing the importance of the global Clear Channel community, being fair and transparent in our decision-making approach to our people, being flexible and open to new ideas, partnering with our customers and communities, and looking towards the future. We believe that in doing so, we’ll emerge from this period of uncertainty as a stronger global Clear Channel community.

In response to COVID-19, we implemented significant changes that we determined were in the best interest of our employees and the communities in which we operate and which comply with government regulations. This included transitioning the vast majority of our employees to work-from-home for a large portion of 2020, while implementing additional safety measures for employees continuing critical on-site work. In recent months, we have started to execute on our phased Return-to-Office plan on an office-by-office basis, ensuring compliance with state and local regulations as well as guidance issued by the CDC. As part of this Annual Reportplan, we have implemented a number of strict safety procedures and protocols, including mandatory trainings, social distancing and rotational schedules, daily screening questionnaires and temperature checks, mandatory use of masks in common areas and enhanced cleaning protocols. Given the uncertainty and evolving-nature of COVID-19 developments, our Return-to-Office plan is nimble, allowing each office the flexibility to return to work-from-home directives as necessary based on Form 10-K ("Management's Discussionlocal conditions.

In line with our priority of protecting the safety, health and Analysiswell-being of Financial Conditionour employees, we surveyed our employees in May 2020 to determine how we could more effectively provide support. This survey, administered by a third party, focused on the following areas: concern and Resultsconnection; virtual work effectiveness; senior leadership response and communication; and employee wellness, health and safety. Utilizing the results of Operations - Overview - Seasonality") for information regardingthis survey, we developed an action plan to face the seasonalitychallenges of these businesses.COVID-19 while helping employees remain engaged and productive with regular communication of our progress through all-hands meetings, regional and departmental meetings and other forms of communication.

Regulation of our Business

The outdoorout-of-home advertising industry in the U.S. is subject to governmental regulation at the federal, state and local levels. These regulations may include, among others, restrictions on the construction, repair, maintenance, lighting, upgrading, height, size, spacing and location and permitting of and, in some instances, content of advertising copy being displayed on outdoor advertising structures. In addition, international regulations have a significant impact on the outdoor advertising industry.  International regulation of the outdoor advertising industry can vary by municipality, region and country, but generally limits the size, placement, nature and density of out-of-home displays. Other regulations may limit the subject matter and language of out-of-home displays. These laws may affect prevailing competitive conditions in our markets in a variety of ways. Such laws may reduce our expansion opportunities or may increase or reduce competitive pressure from other members of the outdoor advertising industry. No assurance can be given that existing or future laws or regulations, and the enforcement thereof, will not materially and adversely affect the outdoor advertising industry. However, we contest laws and regulations that we believe unlawfully restrict our constitutional or other legal rights and may adversely impact the growth of our outdoor advertising business.

U.S. federal law neither requires nor prohibits the removal of existing lawful billboards, but it does mandate the payment of compensation if a state or other government agency or entity compels the removal of a lawful billboard along the controlled roads. In the past, state governments have purchased and removed existing lawful billboards for beautification purposes using federal funding for transportation enhancement programs, and these jurisdictions may continue to do so in the future. From time to time, state and local government authorities use the power of eminent domain and amortization to remove billboards. Amortization is the required removal of legal non-conforming billboards (billboards which conformed with applicable laws and regulations when built, but which do not conform to current laws and regulations) or the commercial advertising placed on such billboards after a period of years. Pursuant to this concept, the governmental body asserts that just compensation ishas been earned by continued operation of the billboard over that period of time. Although amortization is prohibited along all controlled roads, amortization has been upheld along non-controlled roads in limited instances where permitted by state and local law. Thus far, we have been able to obtain satisfactory compensation for, or relocation of, our billboards purchased or removed as a result of these types of governmental action, although there is no assurance that this will continue to be the case in the future.

We have introduced and intend to expand the global deployment of digital billboards, thatwhich display static digital advertising copy from various advertisers that changechanges up to several times per minute. We have encountered some existing regulations in the U.S. and across some international jurisdictions that restrict or prohibit these types of digital displays. However, since digital technology for changing static copy has only recently been developed and introduced into the market on a large scale, and is in the process of being introduced more broadly in our international markets, existing regulations that currently do not apply to digital technology by their terms could be revised to impose greater restrictions. These regulations, or actions by third parties, may impose greater restrictions on digital billboards due to alleged concerns over aesthetics or driver safety.

From time to time, legislation has been introduced in both the U.S. and foreign jurisdictions attempting to impose taxes on revenue from outdoorout-of-home advertising, or for the right to use outdoorout-of-home advertising assets, or for the privilege of engaging in the outdoorout-of-home advertising business. Several jurisdictions have imposed such taxes as a percentage of our outdoorout-of-home advertising revenue generated in that jurisdiction or based on the size of the billboard and type of display technology. In addition, some jurisdictions have taxed our personal property and leasehold interests in advertising locations using various valuation methodologies. We expect U.S. and foreign jurisdictions to continue to try to impose such taxes as a way of increasing revenue. In recent years, outdoor

These laws may affect prevailing competitive conditions in our markets in a variety of ways. Such laws may reduce our expansion opportunities or may increase or reduce competitive pressure from other members of the out-of-home advertising also has becomeindustry. No assurance can be given that existing or future laws or regulations, and the subjectenforcement thereof, will not materially and adversely affect the out-of-home advertising industry. However, we contest laws and regulations that we believe unlawfully restrict our constitutional or other legal rights and may adversely impact the growth of targeted taxes and fees.

Privacy and Data Protection

We obtain certain types of information from users of our technology platforms, including without limitation, our websites, web pages, interactive features, applications, social media pages and mobile application (“Platforms”applications (collectively, “Platforms”), in accordance with the privacy policiescookie regulation and our terms of use, with applicable Privacy Notices posted on the applicableeach Platform. In addition, weWe obtain anonymous and aggregated audience behavior informationinsights about consumers from vetted third-party data providers who representare contractually obligated to usensure that they areany personal information collected is only from consenting consumers and is compliant with applicable laws. We use and share this information for a variety of business purposes.purposes and may coordinate out-of-home client campaigns with online advertising campaigns run by our business partners, including interstitial ads and push notifications. In addition, we collect personally identifiable information (“PII”) from our employees, from users of our public bike services, from our business partners and from consumers who interact with our digital panels, including through the use of behavioral analysis software.QR codes and beacon technology, as set out in relevant Privacy Notices.

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. Many of these laws and regulations are still evolving (such as the new California Consumer Privacy Act) and could be interpreted in ways that could harm our business or limit the services we are able to offer. In the area of information security and data protection, the laws in several states in the U.S. and most other countries require companies to implement specific information security controls and legal protections to protect certain types of personally identifiable information.PII. Likewise, most states 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 personally identifiable information.PII. Any failure on our part to comply with these laws may subject us to significant liabilities.

In the U.S., we regularly review and implement commercially reasonable organizational and technical security measures that are designed to protect against the loss, misuse and alteration of our employees’, clients’customers’ and consumers’ personally identifiable informationPII and to protect our proprietary business information. In Europe,late 2020, the state of California adopted the California Privacy Rights Act (“CPRA”) ballot initiative, which expands and modifies the California Consumer Privacy Act of 2018 (“CCPA”) to more closely resemble the E.U.’s GDPR. The CPRA creates a broader set of consumer privacy rights and business obligations than the CCPA, including additional notice and consent obligations relevant to employee data and digital advertising. We will be able to leverage many aspects of our existing privacy compliance efforts to adapt to these regulatory changes, which will go into full effect in 2023. We expect to incur additional compliance costs in doing so and recognize that the government may impose new data collection restrictions on us and on our business partners conforming with other global restrictions. Beyond California, a growing number of other U.S. states are proposing new privacy legislation, which has created the need for multi-state compliance. We continue to monitor and adapt to this evolving privacy landscape.

Internationally, we have appointed a Chief Data Protection Officer with respect to our European outdoor businesses and are implementingimplemented a comprehensive legal and information security-led approach to compliance with legislation, including the new European Union ("E.U.-wide GDPR, the E.U.")-wide Privacy and Electronic Communications Regulation, the U.K. Data Protection Act, the Singapore Personal Data Protection Act and the Brazilian General Data Protection Regulation (“GDPR”)Law, in line with our obligations and our risk profile. Our Chief Data Privacy Officer runs our European and Latin American Privacy Office, which includes a newly appointed European Data Privacy Officer following the Brexit Agreement between the U.K. and Europe in December 2020 and a new Brazilian Data Privacy Officer. Our Privacy Office has particular focus on assessing and controlling the privacy impact of our audience behavioral measurement tools, which are the subject of occasional European media focus and may be capable of being misunderstood. We are also in the process of adapting our data transfer mechanisms to adapt to significant E.U. privacy case law seeking to further control U.S. transfers of E.U. personal data.

Despite our best efforts, no security measures are perfect or impenetrable. Any failure or perceived failure by us to protect our information or information about our employees, clientscustomers and consumers, or to comply with our policies or applicable regulatory requirements, could result in damage to our business and loss of confidence in us,us; damage to our brands,brands; the loss of users of our services, consumers, business partners and advertisers, as well asadvertisers; and proceedings against us by governmental authorities or others, which could harm our business.

Available Information

You can find more information about us at our Internet website located at clearchanneloutdoor.com. 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.

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, investor.clearchannel.com, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”). 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. Our SEC filings are also available to the public at the SEC's website at www.sec.gov.

A wide range of factors could materially adversely affect our business, operating results, financial condition, and/or the value of our common stock and outstanding debt securities. These factors include, but are not limited to, the following risks and uncertainties:

Economic Risks Relatedand Current Events

On March 11, 2020, the COVID-19 outbreak was characterized as a pandemic by the World Health Organization. In response to the pandemic, governments around the world implemented numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, work-from-home orders and shutdowns. These measures have impacted and will continue to impact our workforce and operations, the behaviors of our advertising customers and of consumers, and the operations of our suppliers. Our Businessbusiness, along with the global economy, has been adversely affected by these measures, which have resulted in significant reductions in time spent out of home by consumers, reductions in advertising and consumer spending, volatile economic conditions and business disruptions across markets globally.

We derive revenues from the sale of advertising. Expenditures by advertisers tend to be cyclical, reflecting economic conditions and budgeting and buying patterns. Periods of a slowing economy or recession, or periods of economic uncertainty, may be accompanied by a decrease in advertising. For example, the global economic downturn that began in 2008 resulted in a decline in advertising and marketing by our customers, which resulted in a decline in advertising revenues across our businesses. This reduction in advertising revenues had an adverse effect on our revenue, profit margins, cash flow and liquidity. Global economic conditions remain uncertain. For example, while the economy

The COVID-19 pandemic has resulted in Chinaa global recession, which has grown significantly over the past decades, growth has been uneven, both geographically and among various sectors of the economy, and the rate of growth has been slowing. Moreover, there is considerable uncertainty in China’s economic condition as a result of, among other things, the political climate and trade policy of the U.S. Any prolonged slowdown in the Chinese economy may adversely affect the results of our Chinese subsidiary, which could materially and adversely affect our business, financial condition and results of operations. If economic conditions do not continue to improve, economic uncertainty increases or economic conditions deteriorate again, global economic conditions may once again adversely impactimpacted our revenue, profit margins, cash flow and liquidity. Continued disruption to the global economy and economic uncertainty as a result of COVID-19 is likely to continue to negatively affect our advertising customers, and in turn, continue to negatively affect us. It is unclear when an economic recovery could start and what a recovery will look like as countries emerge from this unprecedented shutdown of the global economy.

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, and unfavorable regional economic conditions also may adversely impact our results. In addition, even in the absence of a downturn in general economic conditions, an individual business sector or market may experience a downturn, causing it to reduce its advertising expenditures, which also may adversely impact our results.

Our ability to service our debt obligations and to fund our operations and our capital expenditures for display construction, renovation or maintenance requires a significant amount of cash. Our primary sources of liquidity are currently cash on hand, cash flow from operations, and our credit facilities. Our primary uses of liquidity are for our working capital, capital expenditures, debt service, dividend payments on our mandatorily-redeemable preferred stock (the "Preferred Stock") and other funding requirements. During 2019,2020, we spent $321.1$323.8 million of cash onto pay interest on our debt, (excluding cash paid for dividends on the Preferred Stock), and we anticipate having approximately $347.2$361.5 million of cash interest payment obligations in 2020.2021. Our significant interest payment obligations reduce our financial flexibility, make us more vulnerable to changes in operating performance and economic downturns generally, reduce our liquidity over time, and could negatively affect our ability to obtain additional financing in the future.

Our other primary uses of liquidity are for our working capital used to fund the operations of the business and for capital expenditures related to display construction, renovation and maintenance. Our primary sources of liquidity are currently cash on hand, cash flow from operations and our credit facilities. Our ability to fund our working capital, capital expenditures, debt service dividends on our preferred stock and other obligations depends on our future operating performance, and cash from operations and our ability to manage our liquidity, which are in turn subject to prevailing economic conditions and other factors, many of which are beyond our control. Historically, our cash management arrangement with iHeartCommunications was our only committed external source of liquidity; however, the intercompany arrangements with iHeartCommunications were terminated on May 1, 2019 as part of the Separation. Now that our business is separated from iHeartCommunications, we depend solely on our ability to generate cash, borrow under our credit facilities or obtain additional financing to meet our liquidity needs. Subsequent to the Separation, we refinanced substantially all of our indebtedness, resulting in extended maturities and lower cash interest payments, and we obtained additional liquidity through the issuance of the Preferred Stock and a public offering of common stock. However, availabilityAvailability of our credit facilities for working capital and other needs is limited by certain covenants under our existing indebtedness, and if we are unable to generate sufficient cash through our operations, we could face substantial liquidity problems, which could have a material adverse effect on our financial condition, on our ability to meet our obligations and on the value of our company. Additionally, the increased economic and demand uncertainty resulting from the COVID-19 pandemic has led to disruption and volatility in the global capital markets, which may potentially result in an increased cost of capital and an adverse impact on access to capital.

The purchase price of possible acquisitions, capital expenditures for deployment of digital billboards and other strategic initiatives could require additional indebtedness or equity financing from banks or other lenders, or through public offerings or private placements of debt or equity, strategic relationships or other arrangements, or from a combination of these sources. 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 agreements may restrict us from securing financing on terms that are available to us at that time or at all. Further, 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 our lack of history operating as a company independent from iHeartCommunications or other factors, many of which are beyond our control, and even if financing alternatives are available to us, we may not find them suitable or 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.

We operate in a highly competitive industry, and we may not be able to maintain or increase our current advertising revenues. We compete for advertising revenue with other outdoorout-of-home advertising businesses, as well as with other media, such as radio, newspapers, magazines, television, direct mail, mobile devices, satellite radio and Internet-based services, within their respective markets. 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 we provide or that achieve greater market acceptance and brand recognition than we achieve. It also is possible that new competitors may emerge and rapidly acquire significant market share in any of our business segments. The advertiser/agency ecosystem is diverse and dynamic, with advertiser/agency relationships subject to change. This could have an adverse effect on us if an advertiser client shifts its relationship to an agency with whom we do not have as good a relationship. 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.

Our street furniture and transit products businesses require us to obtain and renew contracts with municipalities and transit authorities. Many of these contracts, which require us to participate in competitive bidding processes at each renewal, typically have terms ranging up to 15 years and have revenue share,revenue-share, capital expenditure requirements and/or fixed payment components. Competitive bidding processes are complex and sometimes lengthy, and substantial costs may be incurred in connection with preparing bids.

This competitive bidding process presents a number of risks, including the following:

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 clients, or to offer them to our clients at rates that are competitive to other forms of advertising, without adversely affecting our financial results.

Certain other 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:include but are not limited to:

We obtain certain types of information from users of our technology platforms, including, without limitation, our websites, web pages, interactive features, social media pages and mobile applications (collectively, “Platforms”) in accordance with cookie regulation and our terms of use, with applicable Privacy Notices posted on each Platform. In addition, on June 23, 2016,we obtain anonymous and aggregated audience behavior insights about consumers from vetted third-party data providers who are contractually obligated to ensure that any personal information collected is only from consenting consumers and is compliant with applicable laws. We also collect PII from our employees, users of our public bike services, our business partners and consumers who interact with our digital panels, including through QR codes and beacon technology, as set out in relevant Privacy Notices. We use and share this information from and about consumers, business partners and advertisers for a variety of business purposes.

We are subject to numerous federal, state and foreign laws and regulations relating to consumer protection, information security, data protection and privacy, among other things, including the U.K. heldGDPR (E.U.), effective as of May 2018, and the CCPA, which became effective in January 2020. Many of these laws are still evolving, new laws may be enacted, and any of these laws could be amended or interpreted by the courts or regulators in ways that could harm our business. For example, the state of California recently adopted the CPRA ballot initiative to expand and modify the CCPA, creating a referendumbroader set of consumer privacy rights and business obligations, which will go into full effect in which voters approved an exit of2023. Any efforts required to comply with these laws may entail substantial expenses, may divert resources from other initiatives and projects, and could limit the U.K.services we are able to offer. In addition, changes in consumer expectations and demands regarding privacy and data protection could restrict our ability to collect, use, disclose and derive economic value from the E.U., commonly referred to as "Brexit," and in December 2019, the U.K. approved a revised Brexit deal, delivering formal notification of its intention to withdraw from the E.U. On January 31, 2020, the U.K. formally withdrew from the E.U., entering into a transition period until December 31, 2020. During this period, the U.K.'s trading relationship with the E.U. will remain the same while the two sides negotiate a free trade dealdemographic and other aspectsinformation related to our consumers, business partners and advertisers. Such restrictions could limit our ability to offer tailored advertising opportunities to our business partners and advertisers.

Any failure or perceived failure by us to comply with our policies or applicable regulatory requirements related to consumer protection, information security, data protection and privacy could result in a loss of confidence in us; damage to our brands; the U.K.'s future relationshiploss of users of our services, consumers, business partners and advertisers; and proceedings against us by governmental authorities or others, which could hinder our operations and adversely affect our business.

We regularly review and implement commercially reasonable organizational and technical security measures that are designed to protect against the E.U. If a trade deal is not ready by the endloss, misuse and alteration of the transition period, the U.K.our websites, digital assets and proprietary business information, as well as PII of our employees, customers, consumers and business partners. Although we have implemented physical and electronic security measures, no security measures are perfect and impenetrable, and we may havebe unable to trade with no agreement in force, which would mean checks and tariffs on U.K. goods travelinganticipate or prevent unauthorized access. A security breach could occur due to the E.U. Our International segment is currently headquartered in the U.K. and transacts business in many key European markets including the U.K. The uncertainty around the terms under which the U.K. will leave the E.U. and the consequent impact on the economiesactions of the U.K., the E.U. and other countries may cause our customers to closely monitor their costs and reduce the amount they spend on advertising. Anyoutside parties, employee error, malfeasance or a combination of these or similar effectsother actions. If an actual or perceived breach of Brexitour security occurs, we could adversely impactlose competitively-sensitive business information or suffer disruptions to our business operating results, cash flows and financial condition.

U.S. federal, state and local regulations have a significant impact on the outdoorout-of-home advertising industry and our business. One of the seminal laws is the HBA, which regulates outdoorout-of-home advertising on controlled roads in the U.S. The HBA regulates the size and locationplacement of billboards, requires the development of state standards, mandates a state compliance program,programs, promotes the expeditious removal of illegal signs, and requires just compensation for takings on controlled roads. Construction, repair, maintenance, upgrade, lighting, upgrading, height, size, spacing, the locationplacement and permitting of billboards and the use of new technologies for changing displays, such as digital displays, are also regulated by federal, state and local governments, and, from time to time, states and municipalities have prohibited or significantly limited the construction of new outdoorout-of-home advertising structures. Due to such regulations, it has become increasingly difficult to develop new outdoorout-of-home advertising locations.

International regulation of the outdoorout-of-home advertising industry can varyvaries by municipality, region and country, but generally limits the size, placement, nature and density of out-of-home displays. Other regulations limit the subject matter, animation and language of out-of-home displays. Our failure to comply with these or any future regulations could have an adverse impact on the effectiveness of our displays or their attractiveness to clients as an advertising medium. As a result, we may experience a significant impact on our operations, revenue, international client base and overall financial condition.

As we have introduced, and intend to expand, the deployment of digital billboards that display digital advertising copy from various advertisers that changes several times per minute, we have encountered regulations that restrict or prohibit these types of digital displays. 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 new regulations could be enacted to impose greater restrictions on digital billboards due to alleged concerns over aesthetics or driver safety. Any new restrictions on digital billboards could have a material adverse effect on both our existing inventory of digital billboards and our plans to expand our digital deployment.

From time to time, certain state and local governments and third parties have attempted to force the removal of our displays under various state and local laws, including zoning ordinances, permit enforcement and condemnation. Similar risks also arise in certain of our international jurisdictions.

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. From time to time, legislation also has been introduced in international jurisdictions attempting to impose taxes on revenue from outdoorout-of-home advertising, or for the right to use outdoorout-of-home advertising assets or for the privilege of engaging in the outdoorout-of-home advertising business. Several jurisdictions have imposed such taxes as a percentage of our outdoorout-of-home advertising revenue generated in that jurisdiction or based on the size of the billboard and type of display technology. In addition, some jurisdictions have taxed our personal property and leasehold interests in advertising locations using various valuation methodologies. We expect U.S. and foreign jurisdictions to continue to try to impose such taxes as a way of increasing revenue. The increased imposition of these measures, and our inability to overcome any such measures, could reduceadversely affect our operating income if those outcomes require removal or restrictions on the use of preexisting displays or limit growth of digital displays. In addition, if we are unable to pass on the cost of these items to our clients, our operating income could be adversely affected.customers.

Changes in laws and regulations affecting outdoorout-of-home advertising, or changes in the interpretation of those laws and regulations, at any level of government, including in the foreign jurisdictions in which we operate, could have a significant financial impact on us by requiring us to make significant expenditures to ensure compliance or otherwise limiting or restricting some of our operations.

Out-of-court settlements between the major U.S. tobacco companies and all 50 states, the District of Columbia, the Commonwealth of Puerto Rico and other U.S. territories include a ban on the outdoorout-of-home advertising of tobacco products. Other products and services may be targeted in the U.S. in the future, including alcohol products. Most E.U. countries, among other nations, also have banned outdoor advertisements for tobacco products and regulate alcohol advertising. Regulations vary across the countries in which we conduct business. For example, localized restrictions on the location of advertising for High Fat, Salt and Sugar (“HFSS”) foods have been implemented in the U.K. 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 the available space on the existing inventory of billboards in the outdoorout-of-home advertising industry.

As the owner or operator of various real properties and facilities, we must comply with various foreign, federal, state and local environmental, health, safety and land use laws and regulations. We and our properties are subject to such laws and regulations, including those relating to the use, storage, disposal, emission and release of hazardous and non-hazardous substances andsubstances; employee health and safety as well assafety; and zoning restrictions. Historically, we have not incurred significant expenditures to comply with these laws. However, additional laws 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.

In September 2020, we committed to foreign currency exchange risks because a majorityrestructuring plan for our international division to reduce headcount in Europe and Latin America, partly in response to the impact of the COVID-19 pandemic on our international business and the advertising industry in those regions generally, and we also committed to a separate plan to reduce headcount in our Americas segment. We also undertake other restructuring initiatives with the intention of reducing costs from time to time. The process of restructuring entails, among other activities, reducing the level of staff, realigning our business processes and reorganizing our management.

Restructurings could adversely affect us. We may experience a decrease in employee morale and delays encountered in finalizing the scope of, and implementing, the restructurings, such as the delay we experienced for the Europe portion of our revenue is receivedplan during the fourth quarter of 2020. These risks are further complicated in foreign currenciesinternational jurisdictions, where different legal and translated to U.S. dollars for reporting purposes.

We frequently evaluate strategic opportunities both within and outside our existing lines of exchange rates,business. We expect from time to time to pursue strategic dispositions of certain businesses, as well as acquisitions, and we may pursue other strategic transactions, including recapitalization or other corporate restructurings, including a real estate investment trust (“REIT”) conversion. These dispositions or acquisitions could be material. Such transactions involve numerous risks, including:

Dispositions and acquisitions of operations. We expect to experience economic lossesout-of-home advertising businesses may require antitrust review by U.S. federal antitrust agencies and gains and negative and positive impacts on our operating income as a resultmay require review by foreign antitrust agencies under the antitrust laws of foreign currency exchange rate fluctuations.

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. 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. In the event that any third-party claims that we infringe their patents or that we are otherwise employing their proprietary technology without authorization and initiates litigation against us, even if we believe such claims are without merit, there is no assurance that a court would find in our favor on questions of infringement, validity, enforceability or priority. An adverse outcome of a dispute may damage our reputation, force us to adjust our business practices, require us to pay significant damages and/or take other actions that could have a material adverse effect on our business.

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. 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. In addition, the rights that we secure under intellectual property licenses may not include rights to all of the intellectual property owned or controlled by the licensor, and 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.

Risks Related to Our SeparationIndebtedness

These restrictions could affect our ability to operate our business and may limit our ability to react to market conditions or take advantage of potential business opportunities as they arise. For example, these restrictions could adversely affect our ability to finance our operations, make strategic acquisitions, investments or alliances, restructure our organization or finance our capital needs. In addition, under our Revolving Credit Facility, the Radio Distributionsuspension of the springing financial covenant will expire after the fiscal quarter ending June 30, 2021, and the Separation and cancellation of existing indebtedness, is highly complex. Although the relevant income tax returns have not yet been filed, and iHeartMedia is continuing to update its analysis, we currently anticipate that the Radio Distribution and Separation resulted in the recognition of a loss for federal and most state income tax purposes (although a gain may be recognized in certain states), and, therefore, such transactions did not result in material cash tax liability. However, the Internal Revenue Service ("IRS") or other taxing authorities could assert in connection with a subsequent audit that additional cash tax liabilities may have arisen in connection with such transactions. To the extent the transactions do give rise to any cash tax liability, we would be jointly and severally liable with iHeartCommunications and various other entities under applicable law for any such amounts. The allocation of any such liabilities between us and iHeartCommunications and its subsidiaries are addressed by the new Tax Matters Agreement that was entered into in connection with the Radio Distribution and Separation.

Although our debt indentures and credit agreements contain restrictions on the incurrence of cancellationadditional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and we and our subsidiaries could incur additional indebtedness income realized in connection with the iHeart Chapter 11 Cases.

The market price for our common stock may be volatile. 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 under the heading “-Risks Related to our Business” and the following:

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were involved in securities litigation, we could incur substantial costs, and our resources and the attention of management could be diverted from our business.

The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts who covers us downgrades our common stock or publishes inaccurate or unfavorable research about our business, our stock price may decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our common stock could decrease, which could cause our stock price and trading volume to decline.

Sales of substantial amounts of our common stock in the public market by our stockholders, or the perception that these sales could occur, could adversely affect the price of our common stock and could impair our ability to raise capital through the sale of additional shares. At the time of the Separation, nearly 90% of our outstanding common stock was distributed to the former creditors of iHeartMedia in connection with iHeartMedia’s Chapter 11 proceedings, and these former creditors may not be long-term holders of our common stock. None of the shares of common stock issued to these stockholders in connection with iHeartMedia’s Chapter 11 proceedings are “restricted securities” and, except in the case of “affiliates” of the Company, may be sold freely without restriction into the market.

Any additional capital raised by us through the sale of our common stock may also dilute your ownership in us. In the future, we may also issue our common stock in connection with acquisitions or investments. We cannot predict the size of any such future issuances, but the amount of shares of our common stock issued in connection with an acquisition or investment could constitute a material portion of the then-outstanding shares of our common stock.

Although we have paid certain special dividends in the past, we do not pay regularly-scheduled dividends and, should we seek to do so in the future, we are subject to restrictions on our ability to pay dividends by the Certificate of Designation for our Preferred Stock and the indentures governing our senior notes and our senior subordinated notes.outstanding debt. If we elect not to pay dividends in the future or are prevented from doing so, the price of our common stock must appreciate in order for you to realize a gain on your investment. This appreciation may not occur.

Our certificate of incorporation and our bylaws contain provisions that may make the acquisition of our company more difficult without the approval of our board of directors, including, but not limited to, the following:

These and other provisions in our certificate of incorporation, bylaws and Delaware law could make it more difficult for stockholders or potential acquirers to obtain control of our board of directors or initiate actions that are opposed by our board of directors, including actions to delay or impede a merger, tender offer or proxy contest involving our company. The existence of these provisions could negatively affect the price of our common stock and limit opportunities for you to realize value in a corporate transaction.

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 DGCL, our certificate of incorporation or our bylaws; or (iv) any other action asserting a claim against us that is governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to the provisions of our certificate of incorporation described above. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find these provisions of our certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.

Risks Related to Our Indebtedness

Our material financing agreements contain a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interests. These agreements include covenants restricting, among other things, our ability and the ability of our restricted subsidiaries to:

In addition, restrictions in the certificate of designation governing our Preferred Stock restrict our ability to incur debt and make certain restricted payments. These restrictions could affect our ability to operate our business and may limit our ability to react to market conditions or take advantage of potential business opportunities as they arise. For example, these restrictions could adversely affect our ability to finance our operations, make strategic acquisitions, investments or alliances, restructure our organization or finance our capital needs. Additionally,In addition, under our Revolving Credit Facility, the suspension of the springing financial covenant will expire after the fiscal quarter ending June 30, 2021, and we will be required to comply with a first lien net leverage ratio covenant starting with the reporting periods ending on and after September 30, 2021 if the balance of the Revolving Credit Facility is greater than $0 and undrawn letters of credit exceed $10 million at that time. Our ability to comply with these covenants and restrictions may be affected by events beyond our control. These include 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.

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. For example, if permitted by the documents governing their indebtedness, our subsidiaries that are not guarantors, which include all of our foreign subsidiaries, may be able to incur more indebtedness under the indenture than our subsidiaries that are guarantors. Moreover, our debt indentures and credit agreements do not impose any limitation on our incurrence of liabilities that are not considered “indebtedness” and do not impose any limitation on liabilities incurred by our immaterial subsidiaries or our subsidiaries that might be designated as “unrestricted subsidiaries.” As of the date of this Annual Report on Form 10-K, we had no “unrestricted subsidiaries.” If we incur additional debt above current levels, the risks associated with our substantial leverage would increase.

Our corporate credit ratings are speculative-grade. Our corporate credit ratings and ratings outlook are subject to review by rating agencies from time to time and, on various occasions, have been downgraded. In the future, our corporate credit rating and rating outlook could be further downgraded. Any further reductions in our credit ratings could increase our borrowing costs, reduce the availability of financing to us or increase the cost of doing business or otherwise negatively impact our business operations.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

A wide range of factors could materially affect future developments and performance, including but not limited to:

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.

None.

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 in London.

Our operations are located primarily in the U.S. for our Americas segment, where we are present in 4342 out of the top 50 U.S. markets, andmarkets; primarily in Europe Asia and Latin America for our InternationalEurope segment, where our primary portfolio spans 2217 countries (16 European countries plus Singapore) and is focused on densely populated metropolitan areas in major cities.cities; and in four countries across Latin America. The types of properties required to support each of our outdoorout-of-home advertising branches include offices production facilities and structure sites. An outdoor branch and production facility isfacilities, generally located in an industrial or warehouse district.district, as well as structure sites.

Our Americas display inventory consists primarily of billboards, transit displays, street furniture, and spectaculars and wallscapes, and our InternationalEurope display inventory consists primarily of street furniture displays, billboards, transit displays and retail displays. As of December 31, 2019,2020, we had approximately 74,00071,000 advertising displays in the Americas, including more than 1,7002,000 digital displays, and approximately 390,000430,000 advertising displays in International,Europe, including more than 15,00016,000 digital displays. We also had approximately 5,500 advertising displays in Latin America, including more than 700 digital displays. We typically own the physical structures on which our clients’ advertising copy is displayed, and we primarily lease our outdoorout-of-home display sites and own or have acquired permanent easements for relatively few parcels of real property that serve as the sites for our outdoorout-of-home displays. Our site lease terms may range from month-to-month to year-to-year and can be for terms of ten years or longer, and many provide for renewal options. There is no significant concentration of displays under any one lease or subject to negotiation with any one landlord. We believe that an important part of our management activity is to negotiate suitable lease renewals and extensions.

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

We currently are involved in certain legal proceedings arising in the ordinary course of business, with a large portion of our litigation arising in the following contexts: commercial disputes, employment and benefits related claims, land use and zoning, governmental fines, intellectual property claims, and tax disputes. For additional information regarding our material pending legal proceedings, refer to Note 87 to our Consolidated Financial Statements located in Item 8 of Part II of this Annual Report on Form 10-K.

Not applicable.

The following information with respect to our executive officers is presented as of February 27, 2020:

PART II

ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information & Stockholders

Shares of our common stock trade on the NYSE under the symbol “CCO.” As of February 24, 2020,22, 2021, there were 466,419,752467,863,016 shares of our common stock outstanding (excluding 504,6501,364,443 shares held in treasury) and 42235 stockholders of record. This figure does not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record 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. 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

Issuer Purchases of Equity Securities

The following table sets forth our purchases of shares of our common made during the quarter ended December 31, 2019:2020:

Restructuring and other costs included within consolidated direct operating expenses were $7.3 million and $4.6 million during the years ended December 31, 2020 and 2019, respectively. Included within restructuring and other costs for the year ended December 31, 2020 were severance costs of $4.1 million related to the non-renewal of contracts in certain countries in our International business.restructuring plans to reduce headcount.

Restructuring and other costs included within corporate expenses were $13.8 million and $27.7 million during the years ended December 31, 2020 and 2019, respectively. Included within restructuring and other costs for the year ended December 31, 2020 were severance costs of $2.5 million related to the investigations in China and Italy, and higher compensation-related expenses including share-based compensation.restructuring plans to reduce headcount.

For the years ended December 31, 2020 and 2019, we recognized other operating income, net, of $53.6 million and $1.2 million, respectively. The increase in Item 8 of Part II of this Annual Report on Form 10-K for a further description of the impairment charges.

Interest expense, net, decreased $59.3 million in 2020 compared to 2019. This was primarily driven by the lower rates of interest on the new debt issued as part of the August 2019 refinancing and, to a lesser extent, the redemption of a portion of our CCWH Senior Notes in July 2019. Interest expense was also higher in 2019 due to the overlapping period between the close of the February 2019 debt refinancing transaction and the redemption date of the old debt. These items were partially offset by the new interest resulting from the August refinancing as compared to the notes that were refinanced. As a result of these lower rates of interest and our partial redemption of debt with common stock proceeds in July, we expect interest expense to decrease in future periods.

In 2020, we recognized a loss on extinguishment of debt of $5.4 million related to the August repayment of the CCIBV Promissory Note. In 2019, we recognized losslosses on extinguishment of debt of $101.7 million, including $5.5 million related to the refinancing of the CCWH 7.625% Subordinated Notes in February,due 2020, $13.7 million related to the partial redemption of the New CCWH Senior Notes, in July, and $82.6 million related to the refinancing of the CCWH 6.5% Senior Notes due 2022 and CCIBV 8.75% Senior Notes due 2020.

Interest expense, net, increased $31.8 million in 2019 compared to 2018. This increase was driven by the issuance of the CCWH Senior Notes in August.February at a higher rate of interest than the notes that were refinanced and the overlapping period between the close of the debt refinancing transaction and the redemption date, partially offset by the lower rates of interest on the new debt from the August refinancing as compared to the notes that were refinanced.

Refer to the “2020 Compared to 2019” discussion above for details regarding the $101.7 million loss on extinguishment of debt recognized in 2019. We did not extinguish any debt in 2018.

For periods prior to the Separation, our operations were included in a consolidated income tax return filed by iHeartMedia. For our financial statements, however, our provision for income taxes was computed as if we were to filefiled separate consolidated federal income tax returns with our subsidiaries for all periods.

The effective tax rate for 2019 was (25.0)% and was primarily impacted by the $56.9 million valuation allowance recorded against deferred tax assets in a certain foreign jurisdiction which are no longer expected to be realized. The 2019 effective tax rate was also impacted by both the valuation allowance recorded against federal and state deferred tax assets generated in the current period due; refer to the uncertainty of the ability“2020 Compared to utilize those assets in future periods.