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[X]
|
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2017, or
|
[ ]
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ________ to _________.
|
Delaware
|
86-0812139
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
20880 Stone Oak Parkway
San Antonio, Texas
|
78258
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of Each Class
|
Name of Exchange on Which Registered
|
Class A Common Stock, $.01 par value per share
|
New York Stock Exchange
|
|
|
Page
Number
|
PART I
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
PART II
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
PART III
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
PART IV
|
|
|
Item 15.
|
||
Item 16.
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Billboards:
|
|
|
|
|
|
|||
Bulletins
|
59
|
%
|
|
59
|
%
|
|
58
|
%
|
Posters
|
10
|
%
|
|
10
|
%
|
|
12
|
%
|
Transit displays
|
16
|
%
|
|
16
|
%
|
|
15
|
%
|
Street furniture displays
|
7
|
%
|
|
7
|
%
|
|
6
|
%
|
Spectaculars/wallscapes
|
4
|
%
|
|
4
|
%
|
|
5
|
%
|
Other
|
4
|
%
|
|
4
|
%
|
|
4
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
•
|
Bulletins.
Bulletins vary in size, with the most common size being 14 feet high by 48 feet wide. Digital bulletins display static messages that resemble standard printed bulletins when viewed, but also allow advertisers to change messages throughout the course of a day, and may display advertisements for multiple customers. Our electronic displays are linked through centralized computer systems to instantaneously and simultaneously change advertising copy as needed. Because of their greater size, impact, high-frequency and 24-hour advertising changes, we typically receive our highest rates for digital bulletins. Almost all of the advertising copy displayed on printed bulletins is computer printed on vinyl and transported to the bulletin where it is secured to the display surface. Bulletins generally are located along major expressways, primary commuting routes and main intersections that are highly visible and heavily trafficked. Our clients may contract for individual bulletins or a network of bulletins, meaning the clients’ advertisements are rotated among bulletins to increase the reach of the campaign. Our client contracts for bulletins, either printed or digital, generally have terms ranging from four weeks to one year.
|
•
|
Posters.
Printed posters are approximately 11 feet high by 23 feet wide, and the printed junior posters are approximately 5 feet high by 11 feet wide. Digital posters are available in addition to the traditional poster-size and junior poster-size. Similar to digital bulletins, digital posters display static messages that resemble standard printed posters when viewed, and are linked through centralized computer systems to instantaneously and simultaneously change messages throughout the course of a day. Advertising copy for printed posters is digitally printed on a single piece of polyethylene material that is then transported and secured to the poster surfaces. Advertising copy for printed junior posters is printed using silk screen, lithographic or digital process to transfer the designs onto paper that is then transported and secured to the poster surfaces. Posters generally are located in commercial areas on primary and secondary routes near point-of-purchase locations, facilitating advertising campaigns with greater demographic targeting than those displayed on bulletins. Our poster rates typically are less than our bulletin rates, and our client contracts for posters generally have terms ranging from four weeks to one year. Premiere displays, which consist of premiere panels and squares, are innovative hybrids between bulletins and posters that we developed to provide our clients with an alternative for their targeted marketing campaigns. The premiere displays use one or more poster panels, but with vinyl advertising stretched over the panels similar to bulletins. Our intent is to combine the creative impact of bulletins with the additional reach and frequency of posters.
|
|
Year Ended December 31,
|
||||
|
2017
|
|
2016
|
|
2015
|
Street furniture displays
|
51%
|
|
52%
|
|
52%
|
Billboards
|
17%
|
|
17%
|
|
19%
|
Transit displays
|
11%
|
|
10%
|
|
9%
|
Other
(1)
|
21%
|
|
21%
|
|
20%
|
Total
|
100%
|
|
100%
|
|
100%
|
(1)
|
Includes advertising revenue from retail displays, other small displays, and non-advertising revenue from sales of street furniture equipment, cleaning and maintenance services, operation of SmartBike programs and production revenue.
|
•
|
Premium
. Digital premium billboards allow advertisers to dynamically change messages throughout the course of a day to more effectively target and engage audiences in key locations, and may display advertisements for multiple customers. Our electronic displays are linked through centralized computer systems to instantaneously and simultaneously change messages throughout the course of a day. Because of their greater size, impact, high frequency and 24-hour advertising changes, digital premium billboards typically deliver our highest rates. Almost all of the advertising copy displayed on printed premium billboards is digitally-printed and transported to the billboard where it is secured to the display surface. Premium billboards generally are located along major expressways, primary commuting routes and main intersections that are highly visible and heavily trafficked. Our clients may contract for individual billboards or a network of billboards.
|
•
|
Classic
. Digital and printed classic billboards are available in a variety of formats across our markets. Similar to digital premium billboards, classic digital billboards are linked through centralized computer systems to instantaneously and simultaneously change messages throughout the course of a day. Advertising copy for printed classic billboards is digitally printed then transported and secured to the poster surfaces. Classic billboards generally are located in commercial areas on primary and secondary routes near point-of-purchase locations, facilitating advertising campaigns with greater demographic targeting than those displayed on premium billboards. Classic billboards typically deliver lower rates than our premium billboards. Our intent is to combine the creative impact of premium billboards with the additional reach and frequency of classic billboards.
|
▪
|
we expend substantial cost and managerial time and effort to prepare bids and proposals for contracts that we may not win;
|
▪
|
we may be unable to estimate accurately the revenue derived from and the resources and cost structure that will be required to service any contract we win; 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.
|
▪
|
unfavorable fluctuations in operating costs, which we may be unwilling or unable to pass through to our customers;
|
▪
|
our inability to successfully adopt or our being late in adopting technological changes and innovations that offer more attractive advertising alternatives than what we offer, which could result in a loss of advertising customers or lower advertising rates, which could have a material adverse effect on our operating results and financial performance;
|
▪
|
unfavorable shifts in population and other demographics, which may cause us to lose advertising customers as people migrate to markets where we have a smaller presence or which may cause advertisers to be willing to pay less in advertising fees if the general population shifts into a less desirable age or geographical demographic from an advertising perspective;
|
▪
|
adverse political effects and acts or threats of terrorism or military conflicts; and
|
▪
|
unfavorable changes in labor conditions, which may impair our ability to operate or require us to spend more to retain and attract key employees.
|
▪
|
our dispositions may negatively impact revenues from our national, regional and other sales networks;
|
▪
|
our dispositions may make it difficult to generate cash flows from operations sufficient to meet our anticipated cash requirements, including our debt service requirements;
|
▪
|
our acquisitions may prove unprofitable and fail to generate anticipated cash flows;
|
▪
|
to successfully manage our large portfolio of outdoor advertising and other businesses, we may need to:
|
•
|
recruit additional senior management as we cannot be assured that senior management of acquired businesses will continue to work for us and we cannot be certain that our recruiting efforts will succeed, and
|
•
|
expand corporate infrastructure to facilitate the integration of our operations with those of acquired businesses, because failure to do so may cause us to lose the benefits of any expansion that we decide to undertake by leading to disruptions in our ongoing businesses or by distracting our management;
|
▪
|
we may enter into markets and geographic areas where we have limited or no experience;
|
▪
|
we may encounter difficulties in the integration of operations and systems; and
|
▪
|
our management’s attention may be diverted from other business concerns.
|
▪
|
potential adverse changes in the diplomatic relations of foreign countries with the United States;
|
▪
|
hostility from local populations;
|
▪
|
the adverse effect of foreign exchange controls
|
▪
|
government policies against businesses owned by foreigners;
|
▪
|
investment restrictions or requirements;
|
▪
|
expropriations of property without adequate compensation;
|
▪
|
the potential instability of foreign governments;
|
▪
|
the risk of insurrections;
|
▪
|
risks of renegotiation or modification of existing agreements with governmental authorities;
|
▪
|
difficulties collecting receivables and otherwise enforcing contracts with governmental agencies and others in some foreign legal systems;
|
▪
|
withholding and other taxes on remittances and other payments by subsidiaries;
|
▪
|
changes in tax structure and level; and
|
▪
|
changes in laws or regulations or the interpretation or application of laws or regulations.
|
•
|
issue any shares of capital stock or securities convertible into capital stock;
|
•
|
incur additional indebtedness;
|
•
|
make certain acquisitions and investments;
|
•
|
repurchase our stock;
|
•
|
dispose of certain assets; and
|
•
|
merge or consolidate.
|
▪
|
Cross officerships, directorships and stock ownership
. The ownership interests of our directors or executive officers in the common stock of iHeartMedia or service as a director or officer of both iHeartMedia and us could create, or appear to create, conflicts of interest when directors and executive officers are faced with decisions that could have different implications for the two companies. For example, these decisions could relate to: (1) the nature, quality and cost of services rendered to us by iHeartCommunications; (2) disagreement over the desirability of a potential acquisition opportunity; (3) employee retention or recruiting; or (4) our capital structure, including our level of indebtedness and our dividend policy.
|
▪
|
Intercompany transactions.
From time to time, iHeartCommunications or its affiliates may enter into transactions with us or our subsidiaries or other affiliates. Although the terms of any such transactions will be established based upon negotiations between employees of iHeartCommunications and us and, when appropriate, subject to the approval of the independent directors on our board or a committee of disinterested directors, there can be no assurance the terms of any such transactions will be as favorable to us or our subsidiaries or affiliates as may otherwise be obtained in arm’s length negotiations.
|
▪
|
Intercompany agreements.
We have entered into certain agreements with iHeartCommunications pursuant to which it provides us certain management, administrative, accounting, tax, legal and other services, for which we reimburse iHeartCommunications on a cost basis. In addition, we entered into a number of intercompany agreements covering matters such as tax sharing and our responsibility for certain liabilities previously undertaken by iHeartCommunications for certain of our businesses. Pursuant to the Corporate Services Agreement between iHeartCommunications and us, we are contractually obligated to utilize the services of certain executive officers of iHeartCommunications as our executive officers until iHeartCommunications owns shares of our common stock representing less than 50% of the total voting power of our common stock, or we provide iHeartCommunications with six months prior written notice of termination. The terms of these agreements were established while we were a wholly owned subsidiary of iHeartCommunications and were not the result of arm’s length negotiations. In addition, conflicts could arise in the interpretation or any extension or renegotiation of these existing agreements.
|
▪
|
Intercompany financing.
iHeartCommunications may request and may exert pressure on us to engage in transactions or to agree to arrangements in connection with the iHeart Chapter 11 Cases for the purpose of supporting its liquidity needs, which may negatively affect our business operations, cash flows or capital structure.
|
▪
|
engaging in the same or similar business activities or lines of business as us; or
|
▪
|
doing business with any of our clients, customers or vendors.
|
▪
|
requiring us to dedicate a substantial portion of our cash flow to the payment of principal and interest on indebtedness, thereby reducing cash available for other purposes, including to fund operations and capital expenditures, invest in new technology and pursue other business opportunities;
|
▪
|
limiting our liquidity and operational flexibility and limiting our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes;
|
▪
|
limiting our ability to adjust to changing economic, business and competitive conditions;
|
▪
|
requiring us to defer planned capital expenditures, reduce discretionary spending, sell assets, restructure existing indebtedness or defer acquisitions or other strategic opportunities;
|
▪
|
limiting our ability to refinance any of the indebtedness or increasing the cost of any such financing;
|
▪
|
making us more vulnerable to an increase in interest rates, a downturn in our operating performance, a decline in general economic or industry conditions or a disruption in the credit markets; and
|
▪
|
making us more susceptible to negative changes in credit ratings, which could impact our ability to obtain financing in the future and increase the cost of such financing.
|
▪
|
make acquisitions or investments;
|
▪
|
make loans or otherwise extend credit to others;
|
▪
|
incur indebtedness or issue shares or guarantees;
|
▪
|
redeem, repurchase or retire our subordinated debt;
|
▪
|
create liens;
|
▪
|
enter into transactions with affiliates;
|
▪
|
sell, lease, transfer or dispose of assets;
|
▪
|
merge or consolidate with other companies; and
|
▪
|
make a substantial change to the general nature of our business.
|
▪
|
risks associated with weak or uncertain global economic conditions and their impact on the level of expenditures on advertising, including the effects of Brexit;
|
▪
|
our ability to service our debt obligations and to fund our operations and capital expenditures;
|
▪
|
industry conditions, including competition;
|
▪
|
our dependence on our management team and other key individuals;
|
▪
|
our ability to obtain key municipal concessions for our street furniture and transit products;
|
▪
|
fluctuations in operating costs;
|
▪
|
technological changes and innovations;
|
▪
|
shifts in population and other demographics;
|
▪
|
other general economic and political conditions in the United States and in other countries in which we currently do business, including those resulting from recessions, political events and acts or threats of terrorism or military conflicts;
|
▪
|
changes in labor conditions and management;
|
▪
|
the impact of future dispositions, acquisitions and other strategic transactions;
|
▪
|
legislative or regulatory requirements;
|
▪
|
regulations and consumer concerns regarding privacy and data protection, and breaches of information security measures;
|
▪
|
restrictions on outdoor advertising of certain products;
|
▪
|
capital expenditure requirements;
|
▪
|
fluctuations in exchange rates and currency values;
|
▪
|
risks of doing business in foreign countries;
|
▪
|
the identification of a material weakness in our internal control over financial reporting;
|
▪
|
our relationship with iHeartCommunications, including its ability to elect all of the members of our board of directors and its ability as our controlling stockholder to determine the outcome of matters submitted to our stockholders and certain additional matters governed by intercompany agreements between us;
|
▪
|
the risks and uncertainties associated with the iHeart Chapter 11 Cases on us and iHeartCommunications, our primary direct or indirect external source of capital, which is operating as a “debtor-in-possession” under the jurisdiction of the Bankruptcy Court;
|
▪
|
the obligations and restrictions imposed on us by our agreements with iHeartCommunucations;
|
▪
|
the risk that we may be unable to replace the services iHeartCommunications provides us in a timely manner or on comparable terms;
|
▪
|
the risk that the iHeart Chapter 11 Cases may result in unfavorable tax consequences for us and impair our ability to utilize our federal income tax net operating loss carryforwards in future years;
|
▪
|
the impact of our substantial indebtedness, including the effect of our leverage on our financial position and earnings;
|
▪
|
the ability of our subsidiaries to dividend or distribute funds to us in order for us to repay our debts;
|
▪
|
the restrictions contained in the agreements governing our indebtedness limiting our flexibility in operating our business;
|
▪
|
the effect of credit ratings downgrades; and
|
▪
|
certain other factors set forth in our other filings with the SEC.
|
Name
|
|
Age
|
|
Position
|
Robert W. Pittman
|
|
64
|
|
Chairman and Chief Executive Officer
|
Richard J. Bressler
|
|
60
|
|
Chief Financial Officer
|
Scott R. Wells
|
|
49
|
|
Chief Executive Officer – Clear Channel Outdoor Americas
|
C. William Eccleshare
|
|
62
|
|
Chairman and Chief Executive Officer – Clear Channel Outdoor International
|
Steven J. Macri
|
|
49
|
|
Senior Vice President – Corporate Finance
|
Scott D. Hamilton
|
|
48
|
|
Senior Vice President, Chief Accounting Officer and Assistant Secretary
|
Robert H. Walls, Jr.
|
|
57
|
|
Executive Vice President, General Counsel and Secretary
|
|
Class A
Common Stock
Market Price
|
|
Class A
Common Stock
Market Price
|
||||||||||
|
High
|
Low
|
|
High
|
Low
|
||||||||
2017
|
|
|
2016
|
|
|
||||||||
First Quarter................
|
$
|
6.20
|
|
$
|
4.60
|
|
First Quarter................
|
$
|
4.71
|
|
$
|
3.32
|
|
Second Quarter...........
|
6.00
|
|
3.55
|
|
Second Quarter...........
|
6.65
|
|
4.10
|
|
||||
Third Quarter..............
|
5.20
|
|
3.85
|
|
Third Quarter..............
|
7.25
|
|
5.84
|
|
||||
Fourth Quarter............
|
4.80
|
|
3.80
|
|
Fourth Quarter............
|
6.25
|
|
4.90
|
|
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 (or Approximate Dollar Value) of
Shares that May Yet Be Purchased Under the Plans or
Programs
|
||||||
October 1 through October 31
|
|
1,458
|
|
|
$
|
4.30
|
|
|
—
|
|
|
$
|
—
|
|
November 1 through November 30
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
December 1 through December 31
|
|
9,145
|
|
|
3.98
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
10,603
|
|
|
$
|
4.03
|
|
|
—
|
|
|
$
|
—
|
|
(1)
|
The shares indicated consist of shares of our Class A common stock tendered by employees to us during the three months ended December 31,
2017
to satisfy the employees’ tax withholding obligation in connection with the vesting and release of restricted shares, which are repurchased by us based on their fair market value on the date the relevant transaction occurs.
|
(In thousands, except per share data)
|
For the Years Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Results of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
2,591,265
|
|
|
$
|
2,688,884
|
|
|
$
|
2,806,204
|
|
|
$
|
2,961,259
|
|
|
$
|
2,946,190
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Direct operating expenses (excludes depreciation and amortization)
|
1,402,765
|
|
|
1,422,058
|
|
|
1,494,902
|
|
|
1,596,888
|
|
|
1,594,728
|
|
|||||
Selling, general and administrative expenses (excludes depreciation and amortization)
|
508,637
|
|
|
515,202
|
|
|
531,504
|
|
|
548,519
|
|
|
543,572
|
|
|||||
Corporate expenses (excludes depreciation and amortization)
|
143,678
|
|
|
117,436
|
|
|
116,523
|
|
|
131,008
|
|
|
124,483
|
|
|||||
Depreciation and amortization
|
325,991
|
|
|
344,124
|
|
|
375,962
|
|
|
406,243
|
|
|
403,170
|
|
|||||
Impairment charges
(1)
|
4,159
|
|
|
7,274
|
|
|
21,631
|
|
|
3,530
|
|
|
13,150
|
|
|||||
Other operating income (expense), net
|
26,391
|
|
|
354,688
|
|
|
(4,824
|
)
|
|
7,259
|
|
|
22,979
|
|
|||||
Operating income
|
232,426
|
|
|
637,478
|
|
|
260,858
|
|
|
282,330
|
|
|
290,066
|
|
|||||
Interest expense, net
|
381,149
|
|
|
374,892
|
|
|
355,669
|
|
|
353,265
|
|
|
352,783
|
|
|||||
Interest income on Due from iHeartCommunications
|
68,871
|
|
|
50,309
|
|
|
61,439
|
|
|
60,179
|
|
|
54,210
|
|
|||||
Loss on Due from iHeartCommunications
|
(855,648
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain (loss) on investments, net
|
(1,045
|
)
|
|
531
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|||||
Equity in earnings (loss) of nonconsolidated affiliates
|
(990
|
)
|
|
(1,689
|
)
|
|
(289
|
)
|
|
3,789
|
|
|
(2,092
|
)
|
|||||
Other income (expense), net
|
29,800
|
|
|
(70,682
|
)
|
|
12,387
|
|
|
15,185
|
|
|
1,016
|
|
|||||
Income (loss) before income taxes
|
(907,735
|
)
|
|
241,055
|
|
|
(21,274
|
)
|
|
8,218
|
|
|
(9,601
|
)
|
|||||
Income tax benefit (expense)
|
280,218
|
|
|
(76,656
|
)
|
|
(49,943
|
)
|
|
8,967
|
|
|
(14,543
|
)
|
|||||
Consolidated net income (loss)
|
(627,517
|
)
|
|
164,399
|
|
|
(71,217
|
)
|
|
17,185
|
|
|
(24,144
|
)
|
|||||
Less amount attributable to noncontrolling interest
|
12,199
|
|
|
23,002
|
|
|
24,764
|
|
|
26,709
|
|
|
24,134
|
|
|||||
Net income (loss) attributable to the Company
|
$
|
(639,716
|
)
|
|
$
|
141,397
|
|
|
$
|
(95,981
|
)
|
|
$
|
(9,524
|
)
|
|
$
|
(48,278
|
)
|
(1)
|
We recorded non-cash impairment charges of
$4.2 million
,
$7.3 million
,
$21.6 million
,
$3.5 million
and
$13.2 million
during
2017
,
2016
,
2015
,
2014
and
2013
, respectively. Our impairment charges are discussed more fully in Item 8 of Part II of this Annual Report on Form 10-K.
|
Net income (loss) attributable to the Company per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(1.77
|
)
|
|
$
|
0.39
|
|
|
$
|
(0.27
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.13
|
)
|
Weighted average common shares
|
361,141
|
|
|
360,294
|
|
|
359,508
|
|
|
358,565
|
|
|
357,662
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted
|
$
|
(1.77
|
)
|
|
$
|
0.39
|
|
|
$
|
(0.27
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.13
|
)
|
Weighted average common shares
|
361,141
|
|
|
361,612
|
|
|
359,508
|
|
|
358,565
|
|
|
357,662
|
|
(In thousands)
|
As of December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
$
|
974,172
|
|
|
$
|
1,341,435
|
|
|
$
|
1,567,697
|
|
|
$
|
1,056,030
|
|
|
$
|
1,214,143
|
|
Property, plant and equipment, net
|
1,395,029
|
|
|
1,412,833
|
|
|
1,627,986
|
|
|
1,905,651
|
|
|
2,081,098
|
|
|||||
Total assets
|
4,670,782
|
|
|
5,718,828
|
|
|
6,306,788
|
|
|
6,296,630
|
|
|
6,685,069
|
|
|||||
Current liabilities
|
657,512
|
|
|
641,718
|
|
|
920,613
|
|
|
717,829
|
|
|
773,590
|
|
|||||
Long-term debt, net of current maturities
|
5,266,153
|
|
|
5,110,020
|
|
|
5,106,513
|
|
|
4,880,526
|
|
|
4,861,357
|
|
|||||
Stockholders’ equity (deficit)
|
(1,841,405
|
)
|
|
(930,926
|
)
|
|
(567,824
|
)
|
|
(139,332
|
)
|
|
161,537
|
|
•
|
Consolidated revenue
decreased
$97.6 million
during
2017
compared to
2016
. Excluding a
$8.6 million
impact from movements in foreign exchange rates, consolidated revenue
decreased
$106.2 million
during
2017
compared to
2016
.
|
•
|
During the third quarter of 2017, Americas sold its ownership interest in a joint venture in Canada. As a result, the Company recognized a net loss on sale of
$12.1 million
.
|
•
|
On August 14, 2017, Clear Channel International B.V. ("CCIBV"), our indirect subsidiary, issued $150.0 million in aggregate principal amount of 8.75% Senior Notes due 2020 (the "New CCIBV Notes") , as additional notes under the indenture governing CCIBV's existing 8.75% Senior Notes due 2020.
|
•
|
On November 29, 2017, the “Due from iHeartCommunications” note was amended to extend its maturity from December 15, 2017 to May 15, 2019. The note's interest rate was also amended and increased from 6.5% to 9.3%.
|
•
|
In October 2017, we made demands for repayment of $50.0 million outstanding under the Due from iHeartCommunications Note and simultaneously paid special cash dividends of $50.0 million.
|
(In thousands)
|
Years Ended December 31,
|
|
%
|
||||||
|
2017
|
|
2016
|
|
Change
|
||||
Revenue
|
$
|
2,591,265
|
|
|
$
|
2,688,884
|
|
|
(3.6)%
|
Operating expenses:
|
|
|
|
|
|
||||
Direct operating expenses (excludes depreciation and amortization)
|
1,402,765
|
|
|
1,422,058
|
|
|
(1.4)%
|
||
Selling, general and administrative expenses (excludes depreciation and amortization)
|
508,637
|
|
|
515,202
|
|
|
(1.3)%
|
||
Corporate expenses (excludes depreciation and amortization)
|
143,678
|
|
|
117,436
|
|
|
22.3%
|
||
Depreciation and amortization
|
325,991
|
|
|
344,124
|
|
|
(5.3)%
|
||
Impairment charges
|
4,159
|
|
|
7,274
|
|
|
(42.8)%
|
||
Other operating income, net
|
26,391
|
|
|
354,688
|
|
|
(92.6)%
|
||
Operating income
|
232,426
|
|
|
637,478
|
|
|
(63.5)%
|
||
Interest expense
|
381,149
|
|
|
374,892
|
|
|
|
||
Interest income on Due from iHeartCommunications
|
68,871
|
|
|
50,309
|
|
|
|
||
Loss on Due from iHeartCommunications
|
(855,648
|
)
|
|
—
|
|
|
|
||
Gain (loss) on investments, net
|
(1,045
|
)
|
|
531
|
|
|
|
||
Equity in loss of nonconsolidated affiliates
|
(990
|
)
|
|
(1,689
|
)
|
|
|
||
Other income (expense), net
|
29,800
|
|
|
(70,682
|
)
|
|
|
||
Income (loss) before income taxes
|
(907,735
|
)
|
|
241,055
|
|
|
|
||
Income tax benefit (expense)
|
280,218
|
|
|
(76,656
|
)
|
|
|
||
Consolidated net income (loss)
|
(627,517
|
)
|
|
164,399
|
|
|
|
||
Less amount attributable to noncontrolling interest
|
12,199
|
|
|
23,002
|
|
|
|
||
Net income (loss) attributable to the Company
|
$
|
(639,716
|
)
|
|
$
|
141,397
|
|
|
|
(In thousands)
|
Years Ended December 31,
|
|
%
|
||||||
|
2017
|
|
2016
|
|
Change
|
||||
Revenue
|
$
|
1,256,326
|
|
|
$
|
1,278,413
|
|
|
(1.7)%
|
Direct operating expenses
|
574,113
|
|
|
570,310
|
|
|
0.7%
|
||
SG&A expenses
|
219,467
|
|
|
225,415
|
|
|
(2.6)%
|
||
Depreciation and amortization
|
189,707
|
|
|
185,654
|
|
|
2.2%
|
||
Operating income
|
$
|
273,039
|
|
|
$
|
297,034
|
|
|
(8.1)%
|
(In thousands)
|
Years Ended December 31,
|
|
%
|
||||||
|
2017
|
|
2016
|
|
Change
|
||||
Revenue
|
$
|
1,334,939
|
|
|
$
|
1,410,471
|
|
|
(5.4)%
|
Direct operating expenses
|
828,652
|
|
|
851,748
|
|
|
(2.7)%
|
||
SG&A expenses
|
289,170
|
|
|
289,787
|
|
|
(0.2)%
|
||
Depreciation and amortization
|
131,224
|
|
|
152,758
|
|
|
(14.1)%
|
||
Operating income
|
$
|
85,893
|
|
|
$
|
116,178
|
|
|
(26.1)%
|
(In thousands)
|
Years Ended December 31,
|
|
%
|
||||||
|
2016
|
|
2015
|
|
Change
|
||||
Revenue
|
$
|
2,688,884
|
|
|
$
|
2,806,204
|
|
|
(4.2)%
|
Operating expenses:
|
|
|
|
|
|
||||
Direct operating expenses (excludes depreciation and amortization)
|
1,422,058
|
|
|
1,494,902
|
|
|
(4.9)%
|
||
Selling, general and administrative expenses (excludes depreciation and amortization)
|
515,202
|
|
|
531,504
|
|
|
(3.1)%
|
||
Corporate expenses (excludes depreciation and amortization)
|
117,436
|
|
|
116,523
|
|
|
0.8%
|
||
Depreciation and amortization
|
344,124
|
|
|
375,962
|
|
|
(8.5)%
|
||
Impairment charges
|
7,274
|
|
|
21,631
|
|
|
(66.4)%
|
||
Other operating (expense) income, net
|
354,688
|
|
|
(4,824
|
)
|
|
(7,452.6)%
|
||
Operating income
|
637,478
|
|
|
260,858
|
|
|
144.4%
|
||
Interest expense
|
374,892
|
|
|
355,669
|
|
|
|
||
Interest income on Due from iHeartCommunications
|
50,309
|
|
|
61,439
|
|
|
|
||
Loss on investments, net
|
531
|
|
|
—
|
|
|
|
||
Equity in earnings (loss) of nonconsolidated affiliates
|
(1,689
|
)
|
|
(289
|
)
|
|
|
||
Other income, net
|
(70,682
|
)
|
|
12,387
|
|
|
|
||
Income (loss) before income taxes
|
241,055
|
|
|
(21,274
|
)
|
|
|
||
Income tax benefit (expense)
|
(76,656
|
)
|
|
(49,943
|
)
|
|
|
||
Consolidated loss
|
164,399
|
|
|
(71,217
|
)
|
|
|
||
Less amount attributable to noncontrolling interest
|
23,002
|
|
|
24,764
|
|
|
|
||
Net loss attributable to the Company
|
$
|
141,397
|
|
|
$
|
(95,981
|
)
|
|
|
(In thousands)
|
Years Ended December 31,
|
|
%
|
||||||
|
2016
|
|
2015
|
|
Change
|
||||
Revenue
|
$
|
1,278,413
|
|
|
$
|
1,349,021
|
|
|
(5.2)%
|
Direct operating expenses
|
570,310
|
|
|
597,382
|
|
|
(4.5)%
|
||
SG&A expenses
|
225,415
|
|
|
233,254
|
|
|
(3.4)%
|
||
Depreciation and amortization
|
185,654
|
|
|
204,514
|
|
|
(9.2)%
|
||
Operating income
|
$
|
297,034
|
|
|
$
|
313,871
|
|
|
(5.4)%
|
(In thousands)
|
Years Ended December 31,
|
|
%
|
||||||
|
2016
|
|
2015
|
|
Change
|
||||
Revenue
|
$
|
1,410,471
|
|
|
$
|
1,457,183
|
|
|
(3.2)%
|
Direct operating expenses
|
851,748
|
|
|
897,520
|
|
|
(5.1)%
|
||
SG&A expenses
|
289,787
|
|
|
298,250
|
|
|
(2.8)%
|
||
Depreciation and amortization
|
152,758
|
|
|
166,060
|
|
|
(8.0)%
|
||
Operating income
|
$
|
116,178
|
|
|
$
|
95,353
|
|
|
21.8%
|
(In thousands)
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Americas
|
$
|
273,039
|
|
|
297,034
|
|
|
313,871
|
|
||
International
|
85,893
|
|
|
116,178
|
|
|
95,353
|
|
|||
Impairment charges
|
(4,159
|
)
|
|
(7,274
|
)
|
|
(21,631
|
)
|
|||
Corporate and other
(1)
|
(148,738
|
)
|
|
(123,148
|
)
|
|
(121,911
|
)
|
|||
Other operating income (expense), net
|
26,391
|
|
|
354,688
|
|
|
(4,824
|
)
|
|||
Consolidated operating income
|
$
|
232,426
|
|
|
$
|
637,478
|
|
|
$
|
260,858
|
|
(1)
|
Corporate and other includes expenses related to Americas and International and as well as overall executive, administrative and support functions.
|
(In thousands)
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash provided by (used for):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
147,588
|
|
|
$
|
310,293
|
|
|
$
|
298,933
|
|
Investing activities
|
$
|
(175,901
|
)
|
|
$
|
551,499
|
|
|
$
|
(257,725
|
)
|
Financing activities
|
$
|
(379,513
|
)
|
|
$
|
(726,499
|
)
|
|
$
|
199,054
|
|
|
December 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Clear Channel Worldwide Holdings Senior Notes due 2022
|
$
|
2,725.0
|
|
|
$
|
2,725.0
|
|
Clear Channel Worldwide Holdings Senior Subordinated Notes due 2020
|
2,200.0
|
|
|
2,200.0
|
|
||
Senior Revolving Credit Facility due 2018
(1)
|
—
|
|
|
—
|
|
||
Clear Channel International B.V. Senior Notes due 2020
|
375.0
|
|
|
225.0
|
|
||
Other debt
|
2.4
|
|
|
14.8
|
|
||
Original issue discount
|
(0.2
|
)
|
|
(6.7
|
)
|
||
Long-term debt fees
|
(35.5
|
)
|
|
(41.1
|
)
|
||
Total debt
|
5,266.7
|
|
|
5,117.0
|
|
||
Less: Cash and cash equivalents
|
144.1
|
|
|
542.0
|
|
||
Less: Due from iHeartCommunications
|
212.0
|
|
|
885.7
|
|
||
|
$
|
4,910.6
|
|
|
$
|
3,689.3
|
|
•
|
incur or guarantee additional debt to persons other than iHeartCommunications and its subsidiaries (other than us) or issue certain preferred stock;
|
•
|
create liens on its restricted subsidiaries’ assets to secure such debt;
|
•
|
create restrictions on the payment of dividends or other amounts to us from our restricted subsidiaries that are not guarantors of the CCWH Senior Notes;
|
•
|
enter into certain transactions with affiliates; and
|
•
|
merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of its assets.
|
•
|
incur or guarantee additional debt or issue certain preferred stock;
|
•
|
redeem, repurchase or retire our subordinated debt;
|
•
|
make certain investments;
|
•
|
create liens on its or its restricted subsidiaries’ assets to secure debt;
|
•
|
create restrictions on the payment of dividends or other amounts to it from its restricted subsidiaries that are not guarantors of the CCWH Senior Notes;
|
•
|
enter into certain transactions with affiliates;
|
•
|
merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of its assets;
|
•
|
sell certain assets, including capital stock of its subsidiaries;
|
•
|
designate its subsidiaries as unrestricted subsidiaries; and
|
•
|
pay dividends, redeem or repurchase capital stock or make other restricted payments.
|
|
Four Quarters Ended
|
||
(In millions)
|
December 31, 2017
|
||
EBITDA
(as defined by the CCWH Senior Notes indentures)
|
$
|
599.8
|
|
Less adjustments to EBITDA (as defined by the CCWH Senior Notes indentures):
|
|
||
Costs incurred in connection with severance, the closure and/or consolidation of facilities, retention charges, consulting fees and other permitted activities
|
(12.2
|
)
|
|
Extraordinary, non-recurring or unusual gains or losses or expenses (as referenced in the definition of EBITDA in the CCWH Senior Notes indentures)
|
(19.6
|
)
|
|
Non-cash charges
|
(20.1
|
)
|
|
Other items
|
(2.6
|
)
|
|
Less: Depreciation and amortization, Impairment charges, Other operating income, net and Share-based compensation expense
|
(312.9
|
)
|
|
Operating income
|
232.4
|
|
|
Plus: Depreciation and amortization, Impairment charges, Gain (loss) on disposal of operating and fixed assets and Share-based compensation expense
|
310.4
|
|
|
Less: Interest expense
|
(381.2
|
)
|
|
Plus: Interest income on Due from iHeartCommunications
|
68.9
|
|
|
Less: Current income tax expense
|
(30.9
|
)
|
|
Plus: Other income, net
|
29.8
|
|
|
Adjustments to reconcile consolidated net loss to net cash provided by operating activities (including Provision for doubtful accounts, Amortization of deferred financing charges and note discounts, net and Other reconciling items, net)
|
(17.0
|
)
|
|
Change in assets and liabilities, net of assets acquired and liabilities assumed
|
(64.8
|
)
|
|
Net cash provided by operating activities
|
$
|
147.6
|
|
•
|
incur or guarantee additional debt to persons other than iHeartCommunications and its subsidiaries (other than us) or issue certain preferred stock;
|
•
|
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 certain transactions with affiliates; and
|
•
|
merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of CCOH’s assets.
|
•
|
incur or guarantee additional debt or issue certain preferred stock;
|
•
|
make certain investments;
|
•
|
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 certain transactions with affiliates;
|
•
|
merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of our assets;
|
•
|
sell certain assets, including capital stock of our subsidiaries;
|
•
|
designate our subsidiaries as unrestricted subsidiaries; and
|
•
|
pay dividends, redeem or repurchase capital stock or make other restricted payments.
|
(In millions)
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Americas advertising
|
$
|
74.6
|
|
|
$
|
81.4
|
|
|
$
|
82.2
|
|
International advertising
|
146.4
|
|
|
143.8
|
|
|
132.6
|
|
|||
Corporate
|
3.2
|
|
|
4.6
|
|
|
3.5
|
|
|||
Total capital expenditures
|
$
|
224.2
|
|
|
$
|
229.8
|
|
|
$
|
218.3
|
|
(In thousands)
|
Payments due by Period
|
||||||||||||||||||
Contractual Obligations
|
Total
|
|
2018
|
|
2019-2020
|
|
2021-2022
|
|
Thereafter
|
||||||||||
Long-term Debt:
|
|
|
|
|
|
|
|
|
|
||||||||||
CCWH Senior Notes
|
$
|
2,725,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,725,000
|
|
|
$
|
—
|
|
CCWH Senior Subordinated Notes
|
2,200,000
|
|
|
—
|
|
|
2,200,000
|
|
|
—
|
|
|
—
|
|
|||||
CCIBV Senior Notes
|
375,000
|
|
|
—
|
|
|
375,000
|
|
|
—
|
|
|
—
|
|
|||||
Other Long-term Debt
|
2,393
|
|
|
533
|
|
|
311
|
|
|
363
|
|
|
1,186
|
|
|||||
Interest payments on long-term debt
(1)
|
1,322
|
|
|
378
|
|
|
672
|
|
|
266
|
|
|
6
|
|
|||||
Non-cancelable operating leases
|
2,602,429
|
|
|
359,175
|
|
|
608,294
|
|
|
465,089
|
|
|
1,169,871
|
|
|||||
Non-cancelable contracts
|
1,839,611
|
|
|
393,980
|
|
|
634,614
|
|
|
417,418
|
|
|
393,599
|
|
|||||
Employment contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Capital expenditures
|
68,110
|
|
|
38,444
|
|
|
10,699
|
|
|
9,090
|
|
|
9,877
|
|
|||||
Unrecognized tax benefits
(2)
|
22,419
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,419
|
|
|||||
Other long-term obligations
(3)
|
247,997
|
|
|
8,699
|
|
|
12,996
|
|
|
34,059
|
|
|
192,243
|
|
|||||
Total
|
$
|
10,084,281
|
|
|
$
|
801,209
|
|
|
$
|
3,842,586
|
|
|
$
|
3,651,285
|
|
|
$
|
1,789,201
|
|
(1)
|
Interest payments on long-term debt consist primarily of interest on the CCWH Senior Notes, the CCWH Senior Subordinated Notes and the CCIBV Senior Notes.
|
(2)
|
The non-current portion of the unrecognized tax benefits is included in the “Thereafter” column as we cannot reasonably estimate the timing or amounts of additional cash payments, if any, at this time. For additional information, see Note 7 included in Item 8 of Part II of this Annual Report on Form 10-K.
|
(3)
|
Other long-term obligations consist of $44.8 million related to asset retirement obligations recorded pursuant to ASC 410-20, which assumes the underlying assets will be removed at some period over the next 55 years. Also included in the table is $52.2 million related to retirement plans and $151.0 million related to other long-term obligations with a specific maturity.
|
•
|
Industry revenue growth forecasts between 0.5% and 3.5% was used for the initial four-year period;
|
•
|
3.0% revenue growth was assumed beyond the initial four-year period;
|
•
|
Revenue was grown over a build-up period, reaching maturity by year 2;
|
•
|
Operating margins gradually climb to the industry average margin of up to 55.9%, depending on market size, by year 3; and
|
•
|
Assumed discount rate of 7.5%.
|
(In thousands)
|
|
|
|
|
|
|
||||||
Description
|
|
Revenue growth rate
|
|
Profit margin
|
|
Discount rate
|
||||||
Billboard permits
|
|
$
|
1,107,600
|
|
|
$
|
161,800
|
|
|
$
|
1,118,300
|
|
•
|
Expected cash flows underlying our business plans for the periods
2017
through
2021
. Our cash flow assumptions are based on detailed, multi-year forecasts performed by each of our operating segments, and reflect the advertising outlook across our businesses.
|
•
|
Cash flows beyond
2021
are projected to grow at a perpetual growth rate, which we estimated at 3.0%.
|
•
|
In order to risk adjust the cash flow projections in determining fair value; we utilized a discount rate of approximately 8.0% to 11.5% for each of our reporting units.
|
(In thousands)
|
|
|
|
|
|
|
||||||
Description
|
|
Revenue growth rate
|
|
Profit margin
|
|
Discount rates
|
||||||
Americas
|
|
$
|
820,000
|
|
|
$
|
170,000
|
|
|
$
|
780,000
|
|
International
|
|
$
|
260,000
|
|
|
$
|
210,000
|
|
|
$
|
220,000
|
|
(In thousands)
|
December 31,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
CURRENT ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
144,119
|
|
|
$
|
541,995
|
|
Accounts receivable, net of allowance of $22,487 in 2017 and $22,398 in 2016
|
659,463
|
|
|
593,070
|
|
||
Prepaid expenses
|
111,876
|
|
|
111,569
|
|
||
Assets held for sale
|
—
|
|
|
55,602
|
|
||
Other current assets
|
58,714
|
|
|
39,199
|
|
||
Total Current Assets
|
974,172
|
|
|
1,341,435
|
|
||
PROPERTY, PLANT AND EQUIPMENT
|
|
|
|
||||
Structures, net
|
1,180,882
|
|
|
1,196,676
|
|
||
Other property, plant and equipment, net
|
214,147
|
|
|
216,157
|
|
||
INTANGIBLE ASSETS AND GOODWILL
|
|
|
|
||||
Indefinite-lived intangibles
|
977,152
|
|
|
960,966
|
|
||
Other intangibles, net
|
273,862
|
|
|
299,617
|
|
||
Goodwill
|
714,043
|
|
|
696,263
|
|
||
OTHER ASSETS
|
|
|
|
||||
Due from iHeartCommunications, net of allowance of $855,648 in 2017 and $0 in 2016
|
211,990
|
|
|
885,701
|
|
||
Other assets
|
124,534
|
|
|
122,013
|
|
||
Total Assets
|
$
|
4,670,782
|
|
|
$
|
5,718,828
|
|
CURRENT LIABILITIES
|
|
|
|
||||
Accounts payable
|
$
|
87,960
|
|
|
$
|
86,870
|
|
Accrued expenses
|
509,801
|
|
|
480,872
|
|
||
Deferred income
|
59,178
|
|
|
67,005
|
|
||
Current portion of long-term debt
|
573
|
|
|
6,971
|
|
||
Total Current Liabilities
|
657,512
|
|
|
641,718
|
|
||
Long-term debt
|
5,266,153
|
|
|
5,110,020
|
|
||
Deferred tax liability
|
318,107
|
|
|
638,705
|
|
||
Other long-term liabilities
|
270,415
|
|
|
259,311
|
|
||
Commitments and contingent liabilities (Note 5)
|
|
|
|
||||
STOCKHOLDERS’ DEFICIT
|
|
|
|
||||
Noncontrolling interest
|
157,040
|
|
|
149,886
|
|
||
Preferred stock, $.01 par value, 150,000,000 shares authorized, no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Class A common stock, par value $.01 per share, authorized 750,000,000 shares, issued 49,955,300 and 47,947,123 shares in 2017 and 2016, respectively
|
500
|
|
|
479
|
|
||
Class B common stock, $.01 par value, 600,000,000 shares authorized, 315,000,000 shares issued and outstanding
|
3,150
|
|
|
3,150
|
|
||
Additional paid-in capital
|
3,108,148
|
|
|
3,432,121
|
|
||
Accumulated deficit
|
(4,765,514
|
)
|
|
(4,125,798
|
)
|
||
Accumulated other comprehensive loss
|
(338,936
|
)
|
|
(386,658
|
)
|
||
Cost of shares (946,415 in 2017 and 633,851 in 2016) held in treasury
|
(5,793
|
)
|
|
(4,106
|
)
|
||
Total Stockholders’ Deficit
|
(1,841,405
|
)
|
|
(930,926
|
)
|
||
Total Liabilities and Stockholders’ Deficit
|
$
|
4,670,782
|
|
|
$
|
5,718,828
|
|
(In thousands, except per share data)
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenue
|
$
|
2,591,265
|
|
|
$
|
2,688,884
|
|
|
$
|
2,806,204
|
|
Operating expenses:
|
|
|
|
|
|
||||||
Direct operating expenses (excludes depreciation and amortization)
|
1,402,765
|
|
|
1,422,058
|
|
|
1,494,902
|
|
|||
Selling, general and administrative expenses (excludes depreciation and amortization)
|
508,637
|
|
|
515,202
|
|
|
531,504
|
|
|||
Corporate expenses (excludes depreciation and amortization)
|
143,678
|
|
|
117,436
|
|
|
116,523
|
|
|||
Depreciation and amortization
|
325,991
|
|
|
344,124
|
|
|
375,962
|
|
|||
Impairment charges
|
4,159
|
|
|
7,274
|
|
|
21,631
|
|
|||
Other operating income (expense), net
|
26,391
|
|
|
354,688
|
|
|
(4,824
|
)
|
|||
Operating income
|
232,426
|
|
|
637,478
|
|
|
260,858
|
|
|||
Interest expense
|
381,149
|
|
|
374,892
|
|
|
355,669
|
|
|||
Interest income on Due from iHeartCommunications
|
68,871
|
|
|
50,309
|
|
|
61,439
|
|
|||
Loss on Due from iHeartCommunications
|
(855,648
|
)
|
|
—
|
|
|
—
|
|
|||
Gain (loss) on investments, net
|
(1,045
|
)
|
|
531
|
|
|
—
|
|
|||
Equity in loss of nonconsolidated affiliates
|
(990
|
)
|
|
(1,689
|
)
|
|
(289
|
)
|
|||
Other income (expense), net
|
29,800
|
|
|
(70,682
|
)
|
|
12,387
|
|
|||
Income (loss) before income taxes
|
(907,735
|
)
|
|
241,055
|
|
|
(21,274
|
)
|
|||
Income tax benefit (expense)
|
280,218
|
|
|
(76,656
|
)
|
|
(49,943
|
)
|
|||
Consolidated net income (loss)
|
(627,517
|
)
|
|
164,399
|
|
|
(71,217
|
)
|
|||
Less amount attributable to noncontrolling interest
|
12,199
|
|
|
23,002
|
|
|
24,764
|
|
|||
Net income (loss) attributable to the Company
|
$
|
(639,716
|
)
|
|
$
|
141,397
|
|
|
$
|
(95,981
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
45,151
|
|
|
22,408
|
|
|
(112,729
|
)
|
|||
Unrealized holding gain (loss) on marketable securities
|
(414
|
)
|
|
(576
|
)
|
|
553
|
|
|||
Other adjustments to comprehensive income (loss)
|
6,720
|
|
|
(11,814
|
)
|
|
(10,266
|
)
|
|||
Reclassification adjustments
|
5,441
|
|
|
46,730
|
|
|
808
|
|
|||
Other comprehensive income (loss)
|
56,898
|
|
|
56,748
|
|
|
(121,634
|
)
|
|||
Comprehensive income (loss)
|
(582,818
|
)
|
|
198,145
|
|
|
(217,615
|
)
|
|||
Less amount attributable to noncontrolling interest
|
9,176
|
|
|
(8,427
|
)
|
|
(11,154
|
)
|
|||
Comprehensive income (loss) attributable to the Company
|
$
|
(591,994
|
)
|
|
$
|
206,572
|
|
|
$
|
(206,461
|
)
|
Net income (loss) attributable to the Company per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(1.77
|
)
|
|
$
|
0.39
|
|
|
$
|
(0.27
|
)
|
Weighted average common shares outstanding – Basic
|
361,141
|
|
|
360,294
|
|
|
359,508
|
|
|||
Diluted
|
$
|
(1.77
|
)
|
|
$
|
0.39
|
|
|
$
|
(0.27
|
)
|
Weighted average common shares outstanding – Diluted
|
361,141
|
|
|
361,612
|
|
|
359,508
|
|
(In thousands, except share data)
|
|
|
|
|
|
Controlling Interest
|
|
|
|||||||||||||||||||||||||
|
Class A
Common
Shares
Issued
|
|
Class B Common Shares
Issued
|
|
Non-controlling
Interest
|
|
Common
Stock
|
|
Additional Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated Other Comprehensive
Loss
|
|
Treasury Stock
|
|
Total
|
||||||||||||||||
Balances at
December 31, 2014 |
45,231,282
|
|
|
315,000,000
|
|
|
$
|
203,334
|
|
|
$
|
3,602
|
|
|
$
|
4,167,491
|
|
|
$
|
(4,171,214
|
)
|
|
$
|
(341,353
|
)
|
|
$
|
(1,192
|
)
|
|
$
|
(139,332
|
)
|
Net income (loss)
|
—
|
|
|
—
|
|
|
24,764
|
|
|
—
|
|
|
—
|
|
|
(95,981
|
)
|
|
—
|
|
|
—
|
|
|
(71,217
|
)
|
|||||||
Exercise of stock options and other
|
1,429,832
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
3,783
|
|
|
—
|
|
|
—
|
|
|
(912
|
)
|
|
2,886
|
|
|||||||
Share-based payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,502
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,502
|
|
|||||||
Dividends and other payments to noncontrolling interests
|
—
|
|
|
—
|
|
|
(30,870
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,870
|
)
|
|||||||
Dividends declared and paid ($0.6026/share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(217,796
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(217,796
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
1,701
|
|
|
—
|
|
|
(64
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,637
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(11,154
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(110,480
|
)
|
|
—
|
|
|
(121,634
|
)
|
|||||||
Balances at
December 31, 2015 |
46,661,114
|
|
|
315,000,000
|
|
|
$
|
187,775
|
|
|
$
|
3,617
|
|
|
$
|
3,961,916
|
|
|
$
|
(4,267,195
|
)
|
|
$
|
(451,833
|
)
|
|
$
|
(2,104
|
)
|
|
$
|
(567,824
|
)
|
Net income
|
—
|
|
|
—
|
|
|
23,002
|
|
|
—
|
|
|
—
|
|
|
141,397
|
|
|
—
|
|
|
—
|
|
|
164,399
|
|
|||||||
Exercise of stock options and other
|
1,286,009
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
624
|
|
|
—
|
|
|
—
|
|
|
(2,002
|
)
|
|
(1,366
|
)
|
|||||||
Share-based payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,291
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,291
|
|
|||||||
Disposal of noncontrolling interest
|
|
|
|
|
(36,846
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(36,846
|
)
|
||||||||||||||
Dividends and other payments to noncontrolling interests
|
—
|
|
|
—
|
|
|
(16,917
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,917
|
)
|
|||||||
Dividends declared and paid ($1.4937/share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(540,034
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(540,034
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
1,299
|
|
|
—
|
|
|
(676
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
623
|
|
|||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
(8,427
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65,175
|
|
|
—
|
|
|
56,748
|
|
|||||||
Balances at
December 31, 2016 |
47,947,123
|
|
|
315,000,000
|
|
|
$
|
149,886
|
|
|
$
|
3,629
|
|
|
$
|
3,432,121
|
|
|
$
|
(4,125,798
|
)
|
|
$
|
(386,658
|
)
|
|
$
|
(4,106
|
)
|
|
$
|
(930,926
|
)
|
Net income
|
—
|
|
|
—
|
|
|
12,199
|
|
|
—
|
|
|
—
|
|
|
(639,716
|
)
|
|
—
|
|
|
—
|
|
|
(627,517
|
)
|
|||||||
Exercise of stock options and other
|
2,008,177
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
198
|
|
|
—
|
|
|
—
|
|
|
(1,687
|
)
|
|
(1,468
|
)
|
|||||||
Share-based payments
|
—
|
|
|
—
|
|
|
931
|
|
|
—
|
|
|
8,659
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,590
|
|
|||||||
Disposal of noncontrolling interest
|
—
|
|
|
—
|
|
|
(2,439
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,439
|
)
|
|||||||
Dividends and other payments to noncontrolling interests
|
—
|
|
|
—
|
|
|
(12,010
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,010
|
)
|
|||||||
Dividends declared and paid ($0.9171/share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(332,498
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(332,498
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
(703
|
)
|
|
—
|
|
|
(332
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,035
|
)
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
9,176
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47,722
|
|
|
—
|
|
|
56,898
|
|
|||||||
Balances at
December 31, 2017 |
49,955,300
|
|
|
315,000,000
|
|
|
$
|
157,040
|
|
|
$
|
3,650
|
|
|
$
|
3,108,148
|
|
|
$
|
(4,765,514
|
)
|
|
$
|
(338,936
|
)
|
|
$
|
(5,793
|
)
|
|
$
|
(1,841,405
|
)
|
(In thousands)
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Consolidated net income (loss)
|
$
|
(627,517
|
)
|
|
$
|
164,399
|
|
|
$
|
(71,217
|
)
|
Reconciling items:
|
|
|
|
|
|
||||||
Impairment charges
|
4,159
|
|
|
7,274
|
|
|
21,631
|
|
|||
Depreciation and amortization
|
325,991
|
|
|
344,124
|
|
|
375,962
|
|
|||
Deferred taxes
|
(311,112
|
)
|
|
31,314
|
|
|
3,305
|
|
|||
Provision for doubtful accounts
|
6,740
|
|
|
10,659
|
|
|
13,384
|
|
|||
Amortization of deferred financing charges and note discounts, net
|
10,527
|
|
|
10,572
|
|
|
8,770
|
|
|||
Share-based compensation
|
9,590
|
|
|
10,291
|
|
|
8,502
|
|
|||
Gain on disposal of operating and other assets
|
(29,347
|
)
|
|
(363,485
|
)
|
|
(5,468
|
)
|
|||
Loss on Due from iHeartCommunications
|
855,648
|
|
|
—
|
|
|
—
|
|
|||
(Gain) loss on investments
|
1,045
|
|
|
(531
|
)
|
|
—
|
|
|||
Equity in loss of nonconsolidated affiliates
|
990
|
|
|
1,689
|
|
|
289
|
|
|||
Foreign exchange transaction (gain) loss
|
(29,563
|
)
|
|
69,599
|
|
|
(14,790
|
)
|
|||
Other reconciling items, net
|
(4,710
|
)
|
|
(135
|
)
|
|
1,350
|
|
|||
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
|
|
||||||
(Increase) decrease in accounts receivable
|
(39,790
|
)
|
|
30,308
|
|
|
(56,580
|
)
|
|||
(Increase) decrease in prepaid expenses and other current assets
|
9,552
|
|
|
(15,578
|
)
|
|
(1,728
|
)
|
|||
Increase (decrease) in accrued expenses
|
(7,316
|
)
|
|
25,518
|
|
|
4,565
|
|
|||
Increase (decrease) in accounts payable
|
(4,126
|
)
|
|
(3,797
|
)
|
|
30,642
|
|
|||
Increase (decrease) in accrued interest
|
431
|
|
|
194
|
|
|
(4,072
|
)
|
|||
Increase (decrease) in deferred income
|
(13,273
|
)
|
|
(18,119
|
)
|
|
2,549
|
|
|||
Changes in other operating assets and liabilities
|
(10,331
|
)
|
|
5,997
|
|
|
(18,161
|
)
|
|||
Net cash provided by operating activities
|
147,588
|
|
|
310,293
|
|
|
298,933
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(224,238
|
)
|
|
(229,772
|
)
|
|
(218,332
|
)
|
|||
Proceeds from disposal of assets
|
72,049
|
|
|
808,194
|
|
|
11,264
|
|
|||
Purchases of other operating assets
|
(837
|
)
|
|
(2,244
|
)
|
|
(23,640
|
)
|
|||
Change in other, net
|
(22,875
|
)
|
|
(24,679
|
)
|
|
(27,017
|
)
|
|||
Net cash provided by (used for) investing activities
|
(175,901
|
)
|
|
551,499
|
|
|
(257,725
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Payments on credit facilities
|
(909
|
)
|
|
(2,100
|
)
|
|
(3,849
|
)
|
|||
Proceeds from long-term debt
|
156,000
|
|
|
6,856
|
|
|
222,777
|
|
|||
Payments on long-term debt
|
(748
|
)
|
|
(2,334
|
)
|
|
(56
|
)
|
|||
Net transfers from (to) iHeartCommunications
|
(181,939
|
)
|
|
45,099
|
|
|
17,007
|
|
|||
Dividends and other payments to noncontrolling interests
|
(12,010
|
)
|
|
(16,917
|
)
|
|
(30,870
|
)
|
|||
Dividends paid
|
(332,824
|
)
|
|
(755,538
|
)
|
|
—
|
|
|||
Change in other, net
|
(7,083
|
)
|
|
(1,565
|
)
|
|
(5,955
|
)
|
|||
Net cash provided by (used for) financing activities
|
(379,513
|
)
|
|
(726,499
|
)
|
|
199,054
|
|
|||
Effect of exchange rate changes on cash
|
9,950
|
|
|
(6,041
|
)
|
|
(13,723
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(397,876
|
)
|
|
129,252
|
|
|
226,539
|
|
|||
Cash and cash equivalents at beginning of year
|
541,995
|
|
|
412,743
|
|
|
186,204
|
|
|||
Cash and cash equivalents at end of year
|
$
|
144,119
|
|
|
$
|
541,995
|
|
|
$
|
412,743
|
|
SUPPLEMENTAL DISCLOSURES:
|
|
|
|
|
|
||||||
Cash paid during the year for interest
|
$
|
374,309
|
|
|
$
|
368,051
|
|
|
$
|
356,021
|
|
Cash paid during the year for income taxes
|
33,747
|
|
|
40,185
|
|
|
43,781
|
|
(In thousands)
|
December 31,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
Land, buildings and improvements
|
$
|
145,763
|
|
|
$
|
152,775
|
|
Structures
|
2,864,442
|
|
|
2,684,673
|
|
||
Furniture and other equipment
|
179,215
|
|
|
148,516
|
|
||
Construction in progress
|
55,753
|
|
|
58,585
|
|
||
|
3,245,173
|
|
|
3,044,549
|
|
||
Less: accumulated depreciation
|
1,850,144
|
|
|
1,631,716
|
|
||
Property, plant and equipment, net
|
$
|
1,395,029
|
|
|
$
|
1,412,833
|
|
(In thousands)
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
||||||||
Transit, street furniture and other outdoor
contractual rights
|
$
|
548,918
|
|
|
$
|
(440,284
|
)
|
|
$
|
563,863
|
|
|
$
|
(426,752
|
)
|
Permanent easements
|
162,920
|
|
|
—
|
|
|
159,782
|
|
|
—
|
|
||||
Other
|
4,626
|
|
|
(2,318
|
)
|
|
4,536
|
|
|
(1,812
|
)
|
||||
Total
|
$
|
716,464
|
|
|
$
|
(442,602
|
)
|
|
$
|
728,181
|
|
|
$
|
(428,564
|
)
|
(In thousands)
|
|
||
2018
|
$
|
21,787
|
|
2019
|
14,165
|
|
|
2020
|
11,974
|
|
|
2021
|
11,864
|
|
|
2022
|
10,325
|
|
(In thousands)
|
Americas
|
|
International
|
|
Consolidated
|
||||||
Balance as of December 31, 2015
|
$
|
534,683
|
|
|
$
|
223,892
|
|
|
$
|
758,575
|
|
Impairment
|
—
|
|
|
(7,274
|
)
|
|
(7,274
|
)
|
|||
Dispositions
|
(6,934
|
)
|
|
(30,718
|
)
|
|
(37,652
|
)
|
|||
Foreign currency
|
(1,998
|
)
|
|
(5,051
|
)
|
|
(7,049
|
)
|
|||
Assets held for sale
|
(10,337
|
)
|
|
—
|
|
|
(10,337
|
)
|
|||
Balance as of December 31, 2016
|
$
|
515,414
|
|
|
$
|
180,849
|
|
|
$
|
696,263
|
|
Impairment
|
—
|
|
|
(1,591
|
)
|
|
(1,591
|
)
|
|||
Acquisitions
|
2,252
|
|
|
—
|
|
|
2,252
|
|
|||
Dispositions
|
—
|
|
|
(1,817
|
)
|
|
(1,817
|
)
|
|||
Foreign currency
|
777
|
|
|
18,070
|
|
|
18,847
|
|
|||
Assets held for sale
|
89
|
|
|
—
|
|
|
89
|
|
|||
Balance as of December 31, 2017
|
$
|
518,532
|
|
|
$
|
195,511
|
|
|
$
|
714,043
|
|
(In thousands)
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Beginning balance
|
$
|
39,451
|
|
|
$
|
45,125
|
|
Adjustment due to changes in estimates
|
2,166
|
|
|
(5,431
|
)
|
||
Accretion of liability
|
3,373
|
|
|
4,863
|
|
||
Liabilities settled
|
(2,712
|
)
|
|
(4,104
|
)
|
||
Foreign Currency
|
2,501
|
|
|
(1,002
|
)
|
||
Ending balance
|
$
|
44,779
|
|
|
$
|
39,451
|
|
(In thousands)
|
December 31,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
Clear Channel Worldwide Holdings Notes
|
$
|
4,925,000
|
|
|
$
|
4,925,000
|
|
Clear Channel International B.V. Senior Notes
|
375,000
|
|
|
225,000
|
|
||
Senior revolving credit facility due 2018
|
—
|
|
|
—
|
|
||
Other debt
|
2,393
|
|
|
14,798
|
|
||
Original issue discount
|
(241
|
)
|
|
(6,738
|
)
|
||
Long-term debt fees
|
(35,426
|
)
|
|
(41,069
|
)
|
||
Total debt
|
$
|
5,266,726
|
|
|
$
|
5,116,991
|
|
Less: current portion
|
573
|
|
|
6,971
|
|
||
Total long-term debt
|
$
|
5,266,153
|
|
|
$
|
5,110,020
|
|
(1)
|
The Senior
revolving
credit facility provides for borrowings up to
$75.0 million
(the revolving credit commitment). As of
December 31, 2017
, we had
$71.2 million
of letters of credit outstanding, and
$3.8 million
of availability, under the senior revolving credit facility.
|
(In thousands)
|
Maturity Date
|
|
Interest Rate
|
|
Interest Payment Terms
|
|
12/31/2017
|
|
12/31/2016
|
||||
CCWH Senior Notes:
|
|
|
|
|
|
|
|
|
|
||||
6.5% Series A Senior Notes Due 2022
|
11/15/2022
|
|
6.5%
|
|
Payable to the trustee weekly in arrears and to noteholders on May 15 and November 15 of each year
|
|
$
|
735,750
|
|
|
$
|
735,750
|
|
6.5% Series B Senior Notes Due 2022
|
11/15/2022
|
|
6.5%
|
|
Payable to the trustee weekly in arrears and to noteholders on May 15 and November 15 of each year
|
|
1,989,250
|
|
|
1,989,250
|
|
||
CCWH Senior Subordinated Notes:
|
|
|
|
|
|
|
|
|
|||||
7.625% Series A Senior Notes Due 2020
|
3/15/2020
|
|
7.625%
|
|
Payable to the trustee weekly in arrears and to noteholders on March 15 and September 15 of each year
|
|
275,000
|
|
|
275,000
|
|
||
7.625% Series B Senior Notes Due 2020
|
3/15/2020
|
|
7.625%
|
|
Payable to the trustee weekly in arrears and to noteholders on March 15 and September 15 of each year
|
|
1,925,000
|
|
|
1,925,000
|
|
||
Total CCWH Notes
|
|
|
|
|
|
|
$
|
4,925,000
|
|
|
$
|
4,925,000
|
|
Clear Channel International B.V. Senior Notes:
|
|
|
|
|
|
|
|||||||
8.75% Senior Notes Due 2020
|
12/15/2020
|
|
8.750%
|
|
Payable semi-annually in arrears on June 15 and December 15 of each year
|
|
375,000
|
|
|
225,000
|
|
||
Total Senior Notes
|
|
|
|
|
|
|
$
|
5,300,000
|
|
|
$
|
5,150,000
|
|
•
|
incur or guarantee additional debt or issue certain preferred stock;
|
•
|
make certain investments;
|
•
|
in case of the Senior Notes, create liens on its restricted subsidiaries’ assets to secure such debt;
|
•
|
create restrictions on the payment of dividends or other amounts to it from its restricted subsidiaries that are not guarantors of the notes;
|
•
|
enter into certain transactions with affiliates;
|
•
|
merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of its assets;
|
•
|
sell certain assets, including capital stock of its subsidiaries; and
|
•
|
in the case of the Series B CCWH Senior Notes and the Series B CCWH Senior Subordinated Notes, pay dividends, redeem or repurchase capital stock or make other restricted payments.
|
•
|
pay dividends, redeem stock or make other distributions or investments;
|
•
|
incur additional debt or issue certain preferred stock;
|
•
|
transfer or sell assets;
|
•
|
create liens on assets;
|
•
|
engage in certain transactions with affiliates;
|
•
|
create restrictions on dividends or other payments by the restricted subsidiaries; and
|
•
|
merge, consolidate or sell substantially all of Clear Channel International B.V.’s assets.
|
(in thousands)
|
|
||
2018
|
$
|
533
|
|
2019
|
168
|
|
|
2020
|
2,575,143
|
|
|
2021
|
169
|
|
|
2022
|
2,725,194
|
|
|
Thereafter
|
1,186
|
|
|
Total
(1)
|
$
|
5,302,393
|
|
(1)
|
Excludes original issue discount and long-term debt fees of
$0.2 million
and $35.5 million, respectively, which are amortized through interest expense over the life of the underlying debt obligations.
|
(In thousands)
|
|
|
|
|
Capital
|
||||||
|
Non-Cancelable
|
|
Non-Cancelable
|
|
Expenditure
|
||||||
|
Operating Lease
|
|
Contracts
|
|
Commitments
|
||||||
2018
|
$
|
359,175
|
|
|
$
|
393,980
|
|
|
$
|
38,444
|
|
2019
|
318,213
|
|
|
343,578
|
|
|
7,928
|
|
|||
2020
|
290,081
|
|
|
291,036
|
|
|
2,771
|
|
|||
2021
|
253,979
|
|
|
255,356
|
|
|
4,499
|
|
|||
2022
|
211,110
|
|
|
162,062
|
|
|
4,591
|
|
|||
Thereafter
|
1,169,871
|
|
|
393,599
|
|
|
9,877
|
|
|||
Total
|
$
|
2,602,429
|
|
|
$
|
1,839,611
|
|
|
$
|
68,110
|
|
(In thousands)
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Current - federal
|
$
|
(87
|
)
|
|
$
|
—
|
|
|
$
|
(270
|
)
|
Current - foreign
|
(29,430
|
)
|
|
(43,611
|
)
|
|
(45,322
|
)
|
|||
Current - state
|
(1,377
|
)
|
|
(1,731
|
)
|
|
(1,046
|
)
|
|||
Total current expense
|
(30,894
|
)
|
|
(45,342
|
)
|
|
(46,638
|
)
|
|||
|
|
|
|
|
|
||||||
Deferred - federal
|
306,078
|
|
|
(89,049
|
)
|
|
(8,025
|
)
|
|||
Deferred - foreign
|
(2,521
|
)
|
|
56,759
|
|
|
5,282
|
|
|||
Deferred - state
|
7,555
|
|
|
976
|
|
|
(562
|
)
|
|||
Total deferred benefit (expense)
|
311,112
|
|
|
(31,314
|
)
|
|
(3,305
|
)
|
|||
Income tax benefit (expense)
|
$
|
280,218
|
|
|
$
|
(76,656
|
)
|
|
$
|
(49,943
|
)
|
(In thousands)
|
December 31,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Intangibles and fixed assets
|
$
|
504,290
|
|
|
$
|
801,442
|
|
Equity in earnings
|
2,106
|
|
|
2,816
|
|
||
Other
|
14,058
|
|
|
16,971
|
|
||
Total deferred tax liabilities
|
520,454
|
|
|
821,229
|
|
||
Deferred tax assets:
|
|
|
|
||||
Accrued expenses
|
16,927
|
|
|
19,458
|
|
||
Net operating loss carryforwards
|
229,398
|
|
|
257,613
|
|
||
Bad debt reserves
|
3,656
|
|
|
3,364
|
|
||
Due from iHeartCommunications
|
202,461
|
|
|
—
|
|
||
Other
|
24,124
|
|
|
38,128
|
|
||
Total deferred tax assets
|
476,566
|
|
|
318,563
|
|
||
Less: Valuation allowance
|
274,219
|
|
|
136,039
|
|
||
Net deferred tax assets
|
202,347
|
|
|
182,524
|
|
||
Net deferred tax liabilities
|
$
|
318,107
|
|
|
$
|
638,705
|
|
(In thousands)
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
US
|
$
|
(942,297
|
)
|
|
$
|
182,258
|
|
|
$
|
(69,819
|
)
|
Foreign
|
34,562
|
|
|
58,797
|
|
|
48,545
|
|
|||
Total income (loss) before income taxes
|
$
|
(907,735
|
)
|
|
$
|
241,055
|
|
|
$
|
(21,274
|
)
|
(In thousands)
|
Years Ended December 31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|||||||||
Income tax benefit (expense) at statutory rates
|
$
|
317,707
|
|
|
35.0
|
%
|
|
$
|
(84,369
|
)
|
|
35.0
|
%
|
|
$
|
7,446
|
|
|
35.0
|
%
|
State income taxes, net of federal tax effect
|
23,378
|
|
|
2.6
|
%
|
|
(4,602
|
)
|
|
1.9
|
%
|
|
2,238
|
|
|
10.5
|
%
|
|||
Foreign income taxes
|
(19,866
|
)
|
|
(2.2
|
)%
|
|
(20,725
|
)
|
|
8.6
|
%
|
|
(23,062
|
)
|
|
(108.4
|
)%
|
|||
Nondeductible items
|
(646
|
)
|
|
(0.1
|
)%
|
|
(687
|
)
|
|
0.3
|
%
|
|
(754
|
)
|
|
(3.5
|
)%
|
|||
Changes in valuation allowance and other estimates
|
(148,389
|
)
|
|
(16.2
|
)%
|
|
34,597
|
|
|
(14.4
|
)%
|
|
(33,684
|
)
|
|
(158.3
|
)%
|
|||
U.S. tax reform
|
228,010
|
|
|
25.1
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
U.S. rate differential on impairment of related party note
|
(115,755
|
)
|
|
(12.8
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Other, net
|
$
|
(4,221
|
)
|
|
(0.5
|
)%
|
|
$
|
(870
|
)
|
|
0.4
|
%
|
|
$
|
(2,127
|
)
|
|
(10.0
|
)%
|
Income tax benefit (expense)
|
$
|
280,218
|
|
|
30.9
|
%
|
|
$
|
(76,656
|
)
|
|
31.8
|
%
|
|
$
|
(49,943
|
)
|
|
(234.7
|
)%
|
(In thousands)
|
|
Years Ended December 31,
|
||||||
Unrecognized Tax Benefits
|
|
2017
|
|
2016
|
||||
Balance at beginning of period
|
|
$
|
36,332
|
|
|
$
|
39,908
|
|
Increases for tax position taken in the current year
|
|
4,327
|
|
|
6,996
|
|
||
Increases for tax positions taken in previous years
|
|
2,046
|
|
|
2,199
|
|
||
Decreases for tax position taken in previous years
|
|
(499
|
)
|
|
(6,148
|
)
|
||
Decreases due to settlements with tax authorities
|
|
(225
|
)
|
|
(717
|
)
|
||
Decreases due to lapse of statute of limitations
|
|
(8,511
|
)
|
|
(5,906
|
)
|
||
Balance at end of period
|
|
$
|
33,470
|
|
|
$
|
36,332
|
|
(In thousands)
|
The Company
|
|
Noncontrolling
Interests
|
|
Consolidated
|
||||||
Balances as of January 1, 2017
|
$
|
(1,080,812
|
)
|
|
$
|
149,886
|
|
|
$
|
(930,926
|
)
|
Net income
|
(639,716
|
)
|
|
12,199
|
|
|
(627,517
|
)
|
|||
Dividends declared
|
(332,498
|
)
|
|
—
|
|
|
(332,498
|
)
|
|||
Dividends and other payments to noncontrolling interests
|
—
|
|
|
(12,010
|
)
|
|
(12,010
|
)
|
|||
Disposal of noncontrolling interests
|
—
|
|
|
(2,439
|
)
|
|
(2,439
|
)
|
|||
Share-based compensation
|
8,659
|
|
|
931
|
|
|
9,590
|
|
|||
Foreign currency translation adjustments
|
35,975
|
|
|
9,176
|
|
|
45,151
|
|
|||
Unrealized holding loss on marketable securities
|
(414
|
)
|
|
—
|
|
|
(414
|
)
|
|||
Other adjustments to comprehensive loss
|
6,720
|
|
|
—
|
|
|
6,720
|
|
|||
Reclassifications
|
5,441
|
|
|
—
|
|
|
5,441
|
|
|||
Other, net
|
(1,800
|
)
|
|
(703
|
)
|
|
(2,503
|
)
|
|||
Balances as of December 31, 2017
|
$
|
(1,998,445
|
)
|
|
$
|
157,040
|
|
|
$
|
(1,841,405
|
)
|
|
|
|
|
|
|
||||||
Balance as of January 1, 2016
|
$
|
(755,599
|
)
|
|
$
|
187,775
|
|
|
$
|
(567,824
|
)
|
Net income
|
141,397
|
|
|
23,002
|
|
|
164,399
|
|
|||
Dividends declared
|
(540,034
|
)
|
|
—
|
|
|
(540,034
|
)
|
|||
Dividends and other payments to noncontrolling interests
|
—
|
|
|
(16,917
|
)
|
|
(16,917
|
)
|
|||
Disposal of noncontrolling interests
|
—
|
|
|
(36,846
|
)
|
|
(36,846
|
)
|
|||
Share-based compensation
|
10,291
|
|
|
—
|
|
|
10,291
|
|
|||
Foreign currency translation adjustments
|
30,835
|
|
|
(8,427
|
)
|
|
22,408
|
|
|||
Unrealized holding loss on marketable securities
|
(576
|
)
|
|
—
|
|
|
(576
|
)
|
|||
Other adjustments to comprehensive loss
|
(11,814
|
)
|
|
—
|
|
|
(11,814
|
)
|
|||
Reclassifications
|
46,730
|
|
|
—
|
|
|
46,730
|
|
|||
Other, net
|
(2,042
|
)
|
|
1,299
|
|
|
(743
|
)
|
|||
Balances as of December 31, 2016
|
$
|
(1,080,812
|
)
|
|
$
|
149,886
|
|
|
$
|
(930,926
|
)
|
|
Years Ended December 31,
|
||||
|
2017
|
|
2016
|
|
2015
|
Expected volatility
|
42%
|
|
42% – 44%
|
|
37% – 56%
|
Expected life in years
|
6.3
|
|
6.3
|
|
6.3
|
Risk-free interest rate
|
2.12%
|
|
1.12% – 1.41%
|
|
1.70% – 2.07%
|
Dividend yield
|
—%
|
|
—%
|
|
—%
|
(In thousands, except per share data)
|
Options
|
|
Price
(3)
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding, January 1, 2017
|
5,033
|
|
|
$
|
7.04
|
|
|
4.9 years
|
|
$
|
2,539
|
|
Granted
(1)
|
4
|
|
|
4.25
|
|
|
|
|
|
|||
Exercised
(2)
|
(71
|
)
|
|
3.10
|
|
|
|
|
|
|||
Forfeited
|
(96
|
)
|
|
6.85
|
|
|
|
|
|
|||
Expired
|
(760
|
)
|
|
12.49
|
|
|
|
|
|
|||
Outstanding, December 31, 2017
|
4,110
|
|
|
6.10
|
|
|
4.1 years
|
|
$
|
2,378
|
|
|
Exercisable
|
3,392
|
|
|
6.01
|
|
|
3.4 years
|
|
$
|
2,359
|
|
|
Expected to vest
|
718
|
|
|
6.52
|
|
|
7.5 years
|
|
$
|
19
|
|
(1)
|
The weighted average grant date fair value of the Company’s options granted during the years ended
December 31, 2017
,
2016
and
2015
was
$2.04
,
$2.82
and
$4.25
per share, respectively.
|
(2)
|
Cash received from option exercises during the years ended
December 31, 2017
,
2016
and
2015
was
$0.2 million
,
$0.6 million
and
$3.8 million
, respectively. The total intrinsic value of the options exercised during the years ended
December 31, 2017
,
2016
and
2015
was
$0.2 million
,
$0.4 million
and
$2.8 million
, respectively.
|
(3)
|
Reflects the weighted average exercise price per share.
|
(In thousands, except per share data)
|
Options
|
|
Weighted Average Grant Date Fair Value
|
|||
Unvested, January 1, 2017
|
1,164
|
|
|
$
|
4.25
|
|
Granted
|
4
|
|
|
2.04
|
|
|
Vested
(1)
|
(354
|
)
|
|
4.37
|
|
|
Forfeited
|
(96
|
)
|
|
4.15
|
|
|
Unvested, December 31, 2017
|
718
|
|
|
$
|
4.19
|
|
(1)
|
The total fair value of the Company’s options vested during the years ended
December 31, 2017
,
2016
and
2015
was
$1.6 million
,
$2.7 million
and
$4.2 million
, respectively.
|
(In thousands, except per share data)
|
Awards
|
|
Price
|
|||
Outstanding, January 1, 2017
|
2,743
|
|
|
$
|
7.63
|
|
Granted
|
2,539
|
|
|
4.30
|
|
|
Vested (restriction lapsed)
|
(1,040
|
)
|
|
7.16
|
|
|
Forfeited
|
(342
|
)
|
|
7.39
|
|
|
Outstanding, December 31, 2017
|
3,900
|
|
|
5.61
|
|
(In thousands, except per share data)
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
NUMERATOR:
|
|
|
|
|
|
||||||
Net income (loss) attributable to the Company – common shares
|
$
|
(639,716
|
)
|
|
$
|
141,397
|
|
|
$
|
(95,981
|
)
|
|
|
|
|
|
|
||||||
DENOMINATOR:
|
|
|
|
|
|
|
|
|
|||
Weighted average common shares outstanding – basic
|
361,141
|
|
|
360,294
|
|
|
359,508
|
|
|||
Stock options and restricted stock
(1)
:
|
—
|
|
|
1,318
|
|
|
|
|
|||
Weighted average common shares outstanding – diluted
|
361,141
|
|
|
361,612
|
|
|
359,508
|
|
|||
|
|
|
|
|
|
||||||
Net income (loss) attributable to the Company per common share:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
(1.77
|
)
|
|
$
|
0.39
|
|
|
$
|
(0.27
|
)
|
Diluted
|
$
|
(1.77
|
)
|
|
$
|
0.39
|
|
|
$
|
(0.27
|
)
|
(1)
|
8.0 million
,
5.6 million
and
8.1 million
stock options and restricted shares were outstanding at
December 31, 2017
,
2016
and
2015
, respectively, that were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive.
|
(In thousands)
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Foreign exchange loss
|
$
|
29,563
|
|
|
$
|
(69,599
|
)
|
|
$
|
14,790
|
|
Other
|
237
|
|
|
(1,083
|
)
|
|
(2,403
|
)
|
|||
Total other income (expense) — net
|
$
|
29,800
|
|
|
$
|
(70,682
|
)
|
|
$
|
12,387
|
|
(In thousands)
|
As of December 31,
|
||||||
|
2017
|
|
2016
|
||||
Inventory
|
$
|
21,940
|
|
|
$
|
21,190
|
|
Deposits
|
1,720
|
|
|
1,445
|
|
||
Other receivables
|
4,906
|
|
|
9,302
|
|
||
Restricted cash
|
26,096
|
|
|
680
|
|
||
Other
|
4,052
|
|
|
6,582
|
|
||
Total other current assets
|
$
|
58,714
|
|
|
$
|
39,199
|
|
(In thousands)
|
As of December 31,
|
||||||
|
2017
|
|
2016
|
||||
Investments
|
$
|
10,042
|
|
|
$
|
10,183
|
|
Deposits
|
23,096
|
|
|
19,318
|
|
||
Prepaid expenses
|
60,294
|
|
|
61,814
|
|
||
Restricted cash
|
18,095
|
|
|
20,474
|
|
||
Other
|
13,007
|
|
|
10,224
|
|
||
Total other assets
|
$
|
124,534
|
|
|
$
|
122,013
|
|
(In thousands)
|
As of December 31,
|
||||||
|
2017
|
|
2016
|
||||
Unrecognized tax benefits
|
$
|
22,419
|
|
|
$
|
23,772
|
|
Asset retirement obligation
|
44,779
|
|
|
39,451
|
|
||
Deferred rent
|
105,324
|
|
|
101,673
|
|
||
Employee related liabilities
|
52,212
|
|
|
55,460
|
|
||
Other
|
45,681
|
|
|
38,955
|
|
||
Total other long-term liabilities
|
$
|
270,415
|
|
|
$
|
259,311
|
|
(In thousands)
|
As of December 31,
|
||||||
|
2017
|
|
2016
|
||||
Cumulative currency translation adjustments and other
|
$
|
(340,109
|
)
|
|
$
|
(388,246
|
)
|
Cumulative unrealized gain on securities
|
1,173
|
|
|
1,588
|
|
||
Total accumulated other comprehensive loss
|
$
|
(338,936
|
)
|
|
$
|
(386,658
|
)
|
|
Three Months Ended
March 31,
|
|
Three Months Ended
June 30,
|
|
Three Months Ended
September 30,
|
|
Three Months Ended
December 31,
|
||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||
Revenue
|
$
|
544,726
|
|
|
$
|
589,014
|
|
|
$
|
672,319
|
|
|
$
|
708,086
|
|
|
$
|
645,089
|
|
|
$
|
669,221
|
|
|
$
|
729,131
|
|
|
$
|
722,563
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Direct operating expenses
|
327,931
|
|
|
341,987
|
|
|
350,173
|
|
|
362,001
|
|
|
356,100
|
|
|
362,250
|
|
|
368,561
|
|
|
355,820
|
|
||||||||
Selling, general and administrative expenses
|
115,774
|
|
|
126,801
|
|
|
125,898
|
|
|
135,567
|
|
|
128,397
|
|
|
126,164
|
|
|
138,568
|
|
|
126,670
|
|
||||||||
Corporate expenses
|
34,540
|
|
|
28,224
|
|
|
35,340
|
|
|
29,673
|
|
|
35,333
|
|
|
28,103
|
|
|
38,465
|
|
|
31,436
|
|
||||||||
Depreciation and amortization
|
77,494
|
|
|
85,395
|
|
|
78,290
|
|
|
86,974
|
|
|
81,096
|
|
|
85,780
|
|
|
89,111
|
|
|
85,975
|
|
||||||||
Impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,591
|
|
|
7,274
|
|
|
2,568
|
|
|
—
|
|
||||||||
Other operating income (expense), net
|
32,611
|
|
|
284,774
|
|
|
7,829
|
|
|
(59,384
|
)
|
|
(11,783
|
)
|
|
1,095
|
|
|
(2,266
|
)
|
|
128,203
|
|
||||||||
Operating income
|
21,598
|
|
|
291,381
|
|
|
90,447
|
|
|
34,487
|
|
|
30,789
|
|
|
60,745
|
|
|
89,592
|
|
|
250,865
|
|
||||||||
Interest expense
|
92,633
|
|
|
93,873
|
|
|
94,630
|
|
|
94,650
|
|
|
95,467
|
|
|
93,313
|
|
|
98,419
|
|
|
93,056
|
|
||||||||
Interest income on Due from iHeartCommunications
|
14,807
|
|
|
12,713
|
|
|
15,383
|
|
|
11,291
|
|
|
17,087
|
|
|
12,429
|
|
|
21,594
|
|
|
13,876
|
|
||||||||
Loss on Due from iHeartCommunications
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(855,648
|
)
|
|
—
|
|
||||||||
Gain (loss) on investments, net
|
(125
|
)
|
|
—
|
|
|
(135
|
)
|
|
—
|
|
|
(532
|
)
|
|
781
|
|
|
(253
|
)
|
|
(250
|
)
|
||||||||
Equity in earnings (loss) of nonconsolidated affiliates
|
(472
|
)
|
|
(415
|
)
|
|
271
|
|
|
(232
|
)
|
|
(628
|
)
|
|
(727
|
)
|
|
(161
|
)
|
|
(315
|
)
|
||||||||
Other income (expense), net
|
3,992
|
|
|
(5,803
|
)
|
|
8,908
|
|
|
(33,871
|
)
|
|
9,696
|
|
|
(7,305
|
)
|
|
7,204
|
|
|
(23,703
|
)
|
||||||||
Income (loss) before income taxes
|
(52,833
|
)
|
|
204,003
|
|
|
20,244
|
|
|
(82,975
|
)
|
|
(39,055
|
)
|
|
(27,390
|
)
|
|
(836,091
|
)
|
|
147,417
|
|
||||||||
Income tax benefit (expense)
|
21,837
|
|
|
(62,917
|
)
|
|
(18,390
|
)
|
|
21,719
|
|
|
(16,347
|
)
|
|
3,619
|
|
|
293,118
|
|
|
(39,077
|
)
|
||||||||
Consolidated net income (loss)
|
(30,996
|
)
|
|
141,086
|
|
|
1,854
|
|
|
(61,256
|
)
|
|
(55,402
|
)
|
|
(23,771
|
)
|
|
(542,973
|
)
|
|
108,340
|
|
||||||||
Less amount attributable to noncontrolling interest
|
(1,995
|
)
|
|
976
|
|
|
6,631
|
|
|
7,857
|
|
|
6,237
|
|
|
7,329
|
|
|
1,326
|
|
|
6,840
|
|
||||||||
Net income (loss) attributable to the Company
|
$
|
(29,001
|
)
|
|
$
|
140,110
|
|
|
$
|
(4,777
|
)
|
|
$
|
(69,113
|
)
|
|
$
|
(61,639
|
)
|
|
$
|
(31,100
|
)
|
|
$
|
(544,299
|
)
|
|
$
|
101,500
|
|
Net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Basic
|
$
|
(0.08
|
)
|
|
$
|
0.39
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(1.51
|
)
|
|
$
|
0.28
|
|
Diluted
|
$
|
(0.08
|
)
|
|
$
|
0.39
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(1.51
|
)
|
|
$
|
0.28
|
|
(In thousands)
|
Americas Outdoor Advertising
|
|
International Outdoor Advertising
|
|
Corporate and other reconciling items
|
|
Consolidated
|
||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
1,256,326
|
|
|
$
|
1,334,939
|
|
|
$
|
—
|
|
|
$
|
2,591,265
|
|
Direct operating expenses
|
574,113
|
|
|
828,652
|
|
|
—
|
|
|
1,402,765
|
|
||||
Selling, general and administrative expenses
|
219,467
|
|
|
289,170
|
|
|
—
|
|
|
508,637
|
|
||||
Corporate expenses
|
—
|
|
|
—
|
|
|
143,678
|
|
|
143,678
|
|
||||
Depreciation and amortization
|
189,707
|
|
|
131,224
|
|
|
5,060
|
|
|
325,991
|
|
||||
Impairment charges
|
—
|
|
|
—
|
|
|
4,159
|
|
|
4,159
|
|
||||
Other operating income, net
|
—
|
|
|
—
|
|
|
26,391
|
|
|
26,391
|
|
||||
Operating income (loss)
|
$
|
273,039
|
|
|
$
|
85,893
|
|
|
$
|
(126,506
|
)
|
|
$
|
232,426
|
|
Segment assets
|
$
|
2,969,326
|
|
|
$
|
1,449,365
|
|
|
$
|
252,091
|
|
|
$
|
4,670,782
|
|
Capital expenditures
|
$
|
74,580
|
|
|
$
|
146,392
|
|
|
$
|
3,266
|
|
|
$
|
224,238
|
|
Share-based compensation expense
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,590
|
|
|
$
|
9,590
|
|
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
1,278,413
|
|
|
$
|
1,410,471
|
|
|
$
|
—
|
|
|
$
|
2,688,884
|
|
Direct operating expenses
|
570,310
|
|
|
851,748
|
|
|
—
|
|
|
1,422,058
|
|
||||
Selling, general and administrative expenses
|
225,415
|
|
|
289,787
|
|
|
—
|
|
|
515,202
|
|
||||
Corporate expenses
|
—
|
|
|
—
|
|
|
117,436
|
|
|
117,436
|
|
||||
Depreciation and amortization
|
185,654
|
|
|
152,758
|
|
|
5,712
|
|
|
344,124
|
|
||||
Impairment charges
|
—
|
|
|
—
|
|
|
7,274
|
|
|
7,274
|
|
||||
Other operating income, net
|
—
|
|
|
—
|
|
|
354,688
|
|
|
354,688
|
|
||||
Operating income
|
$
|
297,034
|
|
|
$
|
116,178
|
|
|
$
|
224,266
|
|
|
$
|
637,478
|
|
Segment assets
|
$
|
3,175,355
|
|
|
$
|
1,342,356
|
|
|
$
|
1,201,117
|
|
|
$
|
5,718,828
|
|
Capital expenditures
|
$
|
81,401
|
|
|
$
|
143,788
|
|
|
$
|
4,583
|
|
|
$
|
229,772
|
|
Share-based compensation expense
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,291
|
|
|
$
|
10,291
|
|
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
1,349,021
|
|
|
$
|
1,457,183
|
|
|
$
|
—
|
|
|
$
|
2,806,204
|
|
Direct operating expenses
|
597,382
|
|
|
897,520
|
|
|
—
|
|
|
1,494,902
|
|
||||
Selling, general and administrative expenses
|
233,254
|
|
|
298,250
|
|
|
—
|
|
|
531,504
|
|
||||
Corporate expenses
|
—
|
|
|
—
|
|
|
116,523
|
|
|
116,523
|
|
||||
Depreciation and amortization
|
204,514
|
|
|
166,060
|
|
|
5,388
|
|
|
375,962
|
|
||||
Impairment charges
|
—
|
|
|
—
|
|
|
21,631
|
|
|
21,631
|
|
||||
Other operating expense, net
|
—
|
|
|
—
|
|
|
(4,824
|
)
|
|
(4,824
|
)
|
||||
Operating income (loss)
|
$
|
313,871
|
|
|
$
|
95,353
|
|
|
$
|
(148,366
|
)
|
|
$
|
260,858
|
|
|
|
|
|
|
|
|
|
||||||||
Segment assets
|
$
|
3,567,764
|
|
|
$
|
1,573,161
|
|
|
$
|
1,165,863
|
|
|
$
|
6,306,788
|
|
Capital expenditures
|
$
|
82,165
|
|
|
$
|
132,554
|
|
|
$
|
3,613
|
|
|
$
|
218,332
|
|
Share-based compensation expense
|
—
|
|
|
—
|
|
|
$
|
8,502
|
|
|
$
|
8,502
|
|
(In thousands)
|
December 31, 2017
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||||
|
Company
|
|
Issuer
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash and cash equivalents
|
2,212
|
|
|
—
|
|
|
22,841
|
|
|
119,066
|
|
|
—
|
|
|
$
|
144,119
|
|
|||||
Accounts receivable, net of allowance
|
—
|
|
|
—
|
|
|
192,493
|
|
|
466,970
|
|
|
—
|
|
|
659,463
|
|
||||||
Intercompany receivables
|
—
|
|
|
785,075
|
|
|
2,924,888
|
|
|
88,053
|
|
|
(3,798,016
|
)
|
|
—
|
|
||||||
Prepaid expenses
|
291
|
|
|
3,433
|
|
|
50,028
|
|
|
58,124
|
|
|
—
|
|
|
111,876
|
|
||||||
Other current assets
|
25,441
|
|
|
—
|
|
|
2,552
|
|
|
30,721
|
|
|
—
|
|
|
58,714
|
|
||||||
Total Current Assets
|
27,944
|
|
|
788,508
|
|
|
3,192,802
|
|
|
762,934
|
|
|
(3,798,016
|
)
|
|
974,172
|
|
||||||
Structures, net
|
—
|
|
|
—
|
|
|
675,443
|
|
|
505,439
|
|
|
—
|
|
|
1,180,882
|
|
||||||
Other property, plant and equipment, net
|
—
|
|
|
—
|
|
|
119,856
|
|
|
94,291
|
|
|
—
|
|
|
214,147
|
|
||||||
Indefinite-lived intangibles
|
—
|
|
|
—
|
|
|
977,152
|
|
|
—
|
|
|
—
|
|
|
977,152
|
|
||||||
Other intangibles, net
|
—
|
|
|
—
|
|
|
248,674
|
|
|
25,188
|
|
|
—
|
|
|
273,862
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
507,820
|
|
|
206,223
|
|
|
—
|
|
|
714,043
|
|
||||||
Due from iHeartCommunications
|
211,990
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
211,990
|
|
||||||
Intercompany notes receivable
|
182,026
|
|
|
5,087,742
|
|
|
12,437
|
|
|
16,273
|
|
|
(5,298,478
|
)
|
|
—
|
|
||||||
Other assets
|
447,152
|
|
|
111,432
|
|
|
1,335,346
|
|
|
70,897
|
|
|
(1,840,293
|
)
|
|
124,534
|
|
||||||
Total Assets
|
$
|
869,112
|
|
|
$
|
5,987,682
|
|
|
$
|
7,069,530
|
|
|
$
|
1,681,245
|
|
|
$
|
(10,936,787
|
)
|
|
$
|
4,670,782
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,592
|
|
|
$
|
80,368
|
|
|
$
|
—
|
|
|
$
|
87,960
|
|
Intercompany payable
|
2,924,888
|
|
|
—
|
|
|
873,128
|
|
|
—
|
|
|
(3,798,016
|
)
|
|
—
|
|
||||||
Accrued expenses
|
1,167
|
|
|
(1,315
|
)
|
|
91,325
|
|
|
418,624
|
|
|
—
|
|
|
509,801
|
|
||||||
Deferred income
|
—
|
|
|
—
|
|
|
25,278
|
|
|
33,900
|
|
|
—
|
|
|
59,178
|
|
||||||
Current portion of long-term debt
|
—
|
|
|
—
|
|
|
115
|
|
|
458
|
|
|
—
|
|
|
573
|
|
||||||
Total Current Liabilities
|
2,926,055
|
|
|
(1,315
|
)
|
|
997,438
|
|
|
533,350
|
|
|
(3,798,016
|
)
|
|
657,512
|
|
||||||
Long-term debt
|
—
|
|
|
4,895,104
|
|
|
1,820
|
|
|
369,229
|
|
|
—
|
|
|
5,266,153
|
|
||||||
Intercompany notes payable
|
—
|
|
|
16,273
|
|
|
5,046,119
|
|
|
236,086
|
|
|
(5,298,478
|
)
|
|
—
|
|
||||||
Deferred tax liability
|
(93,111
|
)
|
|
853
|
|
|
466,827
|
|
|
(56,462
|
)
|
|
—
|
|
|
318,107
|
|
||||||
Other long-term liabilities
|
1,157
|
|
|
—
|
|
|
140,272
|
|
|
128,986
|
|
|
—
|
|
|
270,415
|
|
||||||
Total stockholders' equity (deficit)
|
(1,964,989
|
)
|
|
1,076,767
|
|
|
417,054
|
|
|
470,056
|
|
|
(1,840,293
|
)
|
|
(1,841,405
|
)
|
||||||
Total Liabilities and Stockholders' Equity
|
$
|
869,112
|
|
|
$
|
5,987,682
|
|
|
$
|
7,069,530
|
|
|
$
|
1,681,245
|
|
|
$
|
(10,936,787
|
)
|
|
$
|
4,670,782
|
|
(In thousands)
|
December 31, 2016
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||||
|
Company
|
|
Issuer
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash and cash equivalents
|
$
|
300,285
|
|
|
$
|
—
|
|
|
$
|
61,542
|
|
|
$
|
180,168
|
|
|
$
|
—
|
|
|
$
|
541,995
|
|
Accounts receivable, net of allowance
|
—
|
|
|
—
|
|
|
193,474
|
|
|
399,596
|
|
|
—
|
|
|
593,070
|
|
||||||
Intercompany receivables
|
—
|
|
|
687,043
|
|
|
2,694,094
|
|
|
99,431
|
|
|
(3,480,568
|
)
|
|
—
|
|
||||||
Prepaid expenses
|
1,363
|
|
|
3,433
|
|
|
51,751
|
|
|
55,022
|
|
|
—
|
|
|
111,569
|
|
||||||
Assets held for sale
|
—
|
|
|
—
|
|
|
55,602
|
|
|
—
|
|
|
—
|
|
|
55,602
|
|
||||||
Other current assets
|
—
|
|
|
—
|
|
|
6,873
|
|
|
32,326
|
|
|
—
|
|
|
39,199
|
|
||||||
Total Current Assets
|
301,648
|
|
|
690,476
|
|
|
3,063,336
|
|
|
766,543
|
|
|
(3,480,568
|
)
|
|
1,341,435
|
|
||||||
Structures, net
|
—
|
|
|
—
|
|
|
746,877
|
|
|
449,799
|
|
|
—
|
|
|
1,196,676
|
|
||||||
Other property, plant and equipment, net
|
—
|
|
|
—
|
|
|
124,138
|
|
|
92,019
|
|
|
—
|
|
|
216,157
|
|
||||||
Indefinite-lived intangibles
|
—
|
|
|
—
|
|
|
951,439
|
|
|
9,527
|
|
|
—
|
|
|
960,966
|
|
||||||
Other intangibles, net
|
—
|
|
|
—
|
|
|
259,915
|
|
|
39,702
|
|
|
—
|
|
|
299,617
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
505,478
|
|
|
190,785
|
|
|
—
|
|
|
696,263
|
|
||||||
Due from iHeartCommunications
|
885,701
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
885,701
|
|
||||||
Intercompany notes receivable
|
182,026
|
|
|
4,887,354
|
|
|
—
|
|
|
—
|
|
|
(5,069,380
|
)
|
|
—
|
|
||||||
Other assets
|
280,435
|
|
|
418,658
|
|
|
1,320,838
|
|
|
65,589
|
|
|
(1,963,507
|
)
|
|
122,013
|
|
||||||
Total Assets
|
$
|
1,649,810
|
|
|
$
|
5,996,488
|
|
|
$
|
6,972,021
|
|
|
$
|
1,613,964
|
|
|
$
|
(10,513,455
|
)
|
|
$
|
5,718,828
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,897
|
|
|
$
|
71,973
|
|
|
$
|
—
|
|
|
$
|
86,870
|
|
Intercompany payable
|
2,694,094
|
|
|
—
|
|
|
786,474
|
|
|
—
|
|
|
(3,480,568
|
)
|
|
—
|
|
||||||
Accrued expenses
|
2,223
|
|
|
58,652
|
|
|
35,509
|
|
|
384,488
|
|
|
—
|
|
|
480,872
|
|
||||||
Deferred income
|
—
|
|
|
—
|
|
|
33,471
|
|
|
33,534
|
|
|
—
|
|
|
67,005
|
|
||||||
Current portion of long-term debt
|
—
|
|
|
—
|
|
|
89
|
|
|
6,882
|
|
|
—
|
|
|
6,971
|
|
||||||
Total Current Liabilities
|
2,696,317
|
|
|
58,652
|
|
|
870,440
|
|
|
496,877
|
|
|
(3,480,568
|
)
|
|
641,718
|
|
||||||
Long-term debt
|
—
|
|
|
4,886,318
|
|
|
1,711
|
|
|
221,991
|
|
|
—
|
|
|
5,110,020
|
|
||||||
Intercompany notes payable
|
—
|
|
|
5,000
|
|
|
5,027,681
|
|
|
36,699
|
|
|
(5,069,380
|
)
|
|
—
|
|
||||||
Deferred tax liability
|
772
|
|
|
1,367
|
|
|
685,780
|
|
|
(49,214
|
)
|
|
—
|
|
|
638,705
|
|
||||||
Other long-term liabilities
|
1,055
|
|
|
—
|
|
|
135,094
|
|
|
123,162
|
|
|
—
|
|
|
259,311
|
|
||||||
Total stockholders' equity (deficit)
|
(1,048,334
|
)
|
|
1,045,151
|
|
|
251,315
|
|
|
784,449
|
|
|
(1,963,507
|
)
|
|
(930,926
|
)
|
||||||
Total Liabilities and Stockholders' Equity
|
$
|
1,649,810
|
|
|
$
|
5,996,488
|
|
|
$
|
6,972,021
|
|
|
$
|
1,613,964
|
|
|
$
|
(10,513,455
|
)
|
|
$
|
5,718,828
|
|
(In thousands)
|
Year Ended December 31, 2017
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||||
|
Company
|
|
Issuer
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,137,003
|
|
|
$
|
1,454,262
|
|
|
$
|
—
|
|
|
$
|
2,591,265
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Direct operating expenses
|
—
|
|
|
—
|
|
|
510,271
|
|
|
892,494
|
|
|
—
|
|
|
1,402,765
|
|
||||||
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
192,452
|
|
|
316,185
|
|
|
—
|
|
|
508,637
|
|
||||||
Corporate expenses
|
14,660
|
|
|
—
|
|
|
93,232
|
|
|
35,786
|
|
|
—
|
|
|
143,678
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
181,906
|
|
|
144,085
|
|
|
—
|
|
|
325,991
|
|
||||||
Impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
4,159
|
|
|
—
|
|
|
4,159
|
|
||||||
Other operating income (expense), net
|
(406
|
)
|
|
—
|
|
|
34,943
|
|
|
(8,146
|
)
|
|
—
|
|
|
26,391
|
|
||||||
Operating income (loss)
|
(15,066
|
)
|
|
—
|
|
|
194,085
|
|
|
53,407
|
|
|
—
|
|
|
232,426
|
|
||||||
Interest (income) expense, net
|
(414
|
)
|
|
353,082
|
|
|
(205
|
)
|
|
28,686
|
|
|
—
|
|
|
381,149
|
|
||||||
Interest income on Due from iHeartCommunications
|
68,871
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68,871
|
|
||||||
Intercompany interest income
|
16,349
|
|
|
339,925
|
|
|
69,424
|
|
|
184
|
|
|
(425,882
|
)
|
|
—
|
|
||||||
Intercompany interest expense
|
68,871
|
|
|
406
|
|
|
356,458
|
|
|
147
|
|
|
(425,882
|
)
|
|
—
|
|
||||||
Loss on Due from iHeartCommunications
|
(855,648
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(855,648
|
)
|
||||||
Loss on investments, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,045
|
)
|
|
—
|
|
|
(1,045
|
)
|
||||||
Equity in earnings (loss) of nonconsolidated affiliates
|
118,995
|
|
|
4,749
|
|
|
(18,122
|
)
|
|
(1,981
|
)
|
|
(104,631
|
)
|
|
(990
|
)
|
||||||
Other income, net
|
3,167
|
|
|
—
|
|
|
11,232
|
|
|
15,401
|
|
|
—
|
|
|
29,800
|
|
||||||
Income (loss) before income taxes
|
(731,789
|
)
|
|
(8,814
|
)
|
|
(99,634
|
)
|
|
37,133
|
|
|
(104,631
|
)
|
|
(907,735
|
)
|
||||||
Income tax benefit (expense)
|
92,073
|
|
|
2,405
|
|
|
218,629
|
|
|
(32,889
|
)
|
|
—
|
|
|
280,218
|
|
||||||
Consolidated net income (loss)
|
(639,716
|
)
|
|
(6,409
|
)
|
|
118,995
|
|
|
4,244
|
|
|
(104,631
|
)
|
|
(627,517
|
)
|
||||||
Less amount attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
12,199
|
|
|
—
|
|
|
12,199
|
|
||||||
Net income (loss) attributable to the Company
|
$
|
(639,716
|
)
|
|
$
|
(6,409
|
)
|
|
$
|
118,995
|
|
|
$
|
(7,955
|
)
|
|
$
|
(104,631
|
)
|
|
$
|
(639,716
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
235
|
|
|
44,916
|
|
|
—
|
|
|
45,151
|
|
||||||
Unrealized holding loss on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(414
|
)
|
|
—
|
|
|
(414
|
)
|
||||||
Other adjustments to comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
6,720
|
|
|
—
|
|
|
6,720
|
|
||||||
Reclassification adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
5,441
|
|
|
—
|
|
|
5,441
|
|
||||||
Equity in subsidiary comprehensive income
|
47,722
|
|
|
38,025
|
|
|
47,487
|
|
|
—
|
|
|
(133,234
|
)
|
|
—
|
|
||||||
Comprehensive income (loss)
|
(591,994
|
)
|
|
31,616
|
|
|
166,717
|
|
|
48,708
|
|
|
(237,865
|
)
|
|
(582,818
|
)
|
||||||
Less amount attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
9,176
|
|
|
—
|
|
|
9,176
|
|
||||||
Comprehensive income (loss) attributable to the Company
|
$
|
(591,994
|
)
|
|
$
|
31,616
|
|
|
$
|
166,717
|
|
|
$
|
39,532
|
|
|
$
|
(237,865
|
)
|
|
$
|
(591,994
|
)
|
(In thousands)
|
Year Ended December 31, 2016
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||||
|
Company
|
|
Issuer
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,144,445
|
|
|
$
|
1,544,439
|
|
|
$
|
—
|
|
|
$
|
2,688,884
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Direct operating expenses
|
—
|
|
|
—
|
|
|
497,634
|
|
|
924,424
|
|
|
—
|
|
|
1,422,058
|
|
||||||
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
196,006
|
|
|
319,196
|
|
|
—
|
|
|
515,202
|
|
||||||
Corporate expenses
|
13,157
|
|
|
—
|
|
|
61,926
|
|
|
42,353
|
|
|
—
|
|
|
117,436
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
177,918
|
|
|
166,206
|
|
|
—
|
|
|
344,124
|
|
||||||
Impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
7,274
|
|
|
—
|
|
|
7,274
|
|
||||||
Other operating income (expense), net
|
(427
|
)
|
|
—
|
|
|
291,717
|
|
|
63,398
|
|
|
—
|
|
|
354,688
|
|
||||||
Operating income (loss)
|
(13,584
|
)
|
|
—
|
|
|
502,678
|
|
|
148,384
|
|
|
—
|
|
|
637,478
|
|
||||||
Interest (income) expense, net
|
(1,195
|
)
|
|
353,447
|
|
|
721
|
|
|
21,919
|
|
|
—
|
|
|
374,892
|
|
||||||
Interest income on Due from iHeartCommunications
|
50,309
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,309
|
|
||||||
Intercompany interest income
|
16,142
|
|
|
341,472
|
|
|
52,103
|
|
|
—
|
|
|
(409,717
|
)
|
|
—
|
|
||||||
Intercompany interest expense
|
50,309
|
|
|
15
|
|
|
357,614
|
|
|
1,779
|
|
|
(409,717
|
)
|
|
—
|
|
||||||
Gain (loss) on investments, net
|
—
|
|
|
—
|
|
|
(250
|
)
|
|
781
|
|
|
—
|
|
|
531
|
|
||||||
Equity in earnings (loss) of nonconsolidated affiliates
|
136,885
|
|
|
44,767
|
|
|
(19,575
|
)
|
|
(2,837
|
)
|
|
(160,929
|
)
|
|
(1,689
|
)
|
||||||
Other income (expense), net
|
3,429
|
|
|
—
|
|
|
(6,376
|
)
|
|
(67,735
|
)
|
|
—
|
|
|
(70,682
|
)
|
||||||
Income before income taxes
|
144,067
|
|
|
32,777
|
|
|
170,245
|
|
|
54,895
|
|
|
(160,929
|
)
|
|
241,055
|
|
||||||
Income tax benefit (expense)
|
(2,670
|
)
|
|
(55,574
|
)
|
|
(33,360
|
)
|
|
14,948
|
|
|
—
|
|
|
(76,656
|
)
|
||||||
Consolidated net income (loss)
|
141,397
|
|
|
(22,797
|
)
|
|
136,885
|
|
|
69,843
|
|
|
(160,929
|
)
|
|
164,399
|
|
||||||
Less amount attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
23,002
|
|
|
—
|
|
|
23,002
|
|
||||||
Net income (loss) attributable to the Company
|
$
|
141,397
|
|
|
$
|
(22,797
|
)
|
|
$
|
136,885
|
|
|
$
|
46,841
|
|
|
$
|
(160,929
|
)
|
|
$
|
141,397
|
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
(8,000
|
)
|
|
30,408
|
|
|
—
|
|
|
22,408
|
|
||||||
Unrealized holding loss on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(576
|
)
|
|
—
|
|
|
(576
|
)
|
||||||
Other adjustments to comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,814
|
)
|
|
—
|
|
|
(11,814
|
)
|
||||||
Reclassification adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
46,730
|
|
|
—
|
|
|
46,730
|
|
||||||
Equity in subsidiary comprehensive income
|
65,175
|
|
|
66,758
|
|
|
73,175
|
|
|
—
|
|
|
(205,108
|
)
|
|
—
|
|
||||||
Comprehensive income
|
206,572
|
|
|
43,961
|
|
|
202,060
|
|
|
111,589
|
|
|
(366,037
|
)
|
|
198,145
|
|
||||||
Less amount attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,427
|
)
|
|
—
|
|
|
(8,427
|
)
|
||||||
Comprehensive income attributable to the Company
|
$
|
206,572
|
|
|
$
|
43,961
|
|
|
$
|
202,060
|
|
|
$
|
120,016
|
|
|
$
|
(366,037
|
)
|
|
$
|
206,572
|
|
(In thousands)
|
Year Ended December 31, 2015
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||||
|
Company
|
|
Issuer
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,193,320
|
|
|
$
|
1,612,884
|
|
|
$
|
—
|
|
|
$
|
2,806,204
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Direct operating expenses
|
—
|
|
|
—
|
|
|
507,729
|
|
|
987,173
|
|
|
—
|
|
|
1,494,902
|
|
||||||
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
199,769
|
|
|
331,735
|
|
|
—
|
|
|
531,504
|
|
||||||
Corporate expenses
|
13,049
|
|
|
—
|
|
|
58,719
|
|
|
44,755
|
|
|
—
|
|
|
116,523
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
194,891
|
|
|
181,071
|
|
|
—
|
|
|
375,962
|
|
||||||
Impairment charges
|
—
|
|
|
—
|
|
|
21,631
|
|
|
—
|
|
|
—
|
|
|
21,631
|
|
||||||
Other operating income (expense), net
|
(458
|
)
|
|
—
|
|
|
(7,732
|
)
|
|
3,366
|
|
|
—
|
|
|
(4,824
|
)
|
||||||
Operating income (loss)
|
(13,507
|
)
|
|
—
|
|
|
202,849
|
|
|
71,516
|
|
|
—
|
|
|
260,858
|
|
||||||
Interest expense, net
|
2
|
|
|
352,329
|
|
|
1,630
|
|
|
1,708
|
|
|
—
|
|
|
355,669
|
|
||||||
Interest income on Due from iHeartCommunications
|
61,439
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61,439
|
|
||||||
Intercompany interest income
|
16,068
|
|
|
340,457
|
|
|
62,002
|
|
|
—
|
|
|
(418,527
|
)
|
|
—
|
|
||||||
Intercompany interest expense
|
61,439
|
|
|
—
|
|
|
356,525
|
|
|
563
|
|
|
(418,527
|
)
|
|
—
|
|
||||||
Equity in earnings (loss) of nonconsolidated affiliates
|
(75,927
|
)
|
|
10,383
|
|
|
5,609
|
|
|
(1,935
|
)
|
|
61,581
|
|
|
(289
|
)
|
||||||
Other income, net
|
2,915
|
|
|
3,440
|
|
|
20,318
|
|
|
10,289
|
|
|
(24,575
|
)
|
|
12,387
|
|
||||||
Income (loss) before income taxes
|
(70,453
|
)
|
|
1,951
|
|
|
(67,377
|
)
|
|
77,599
|
|
|
37,006
|
|
|
(21,274
|
)
|
||||||
Income tax expense
|
(953
|
)
|
|
(575
|
)
|
|
(8,550
|
)
|
|
(39,865
|
)
|
|
—
|
|
|
(49,943
|
)
|
||||||
Consolidated net income (loss)
|
(71,406
|
)
|
|
1,376
|
|
|
(75,927
|
)
|
|
37,734
|
|
|
37,006
|
|
|
(71,217
|
)
|
||||||
Less amount attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
24,764
|
|
|
|
|
|
24,764
|
|
||||||
Net income (loss) attributable to the Company
|
$
|
(71,406
|
)
|
|
$
|
1,376
|
|
|
$
|
(75,927
|
)
|
|
$
|
12,970
|
|
|
$
|
37,006
|
|
|
$
|
(95,981
|
)
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
—
|
|
|
(3,440
|
)
|
|
(16,605
|
)
|
|
(92,684
|
)
|
|
—
|
|
|
(112,729
|
)
|
||||||
Unrealized holding gain on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
553
|
|
|
—
|
|
|
553
|
|
||||||
Other adjustments to comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,266
|
)
|
|
—
|
|
|
(10,266
|
)
|
||||||
Reclassification adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
808
|
|
|
—
|
|
|
808
|
|
||||||
Equity in subsidiary comprehensive loss
|
(110,480
|
)
|
|
(61,867
|
)
|
|
(93,875
|
)
|
|
—
|
|
|
266,222
|
|
|
—
|
|
||||||
Comprehensive loss
|
(181,886
|
)
|
|
(63,931
|
)
|
|
(186,407
|
)
|
|
(88,619
|
)
|
|
303,228
|
|
|
(217,615
|
)
|
||||||
Less amount attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,154
|
)
|
|
—
|
|
|
(11,154
|
)
|
||||||
Comprehensive loss attributable to the Company
|
$
|
(181,886
|
)
|
|
$
|
(63,931
|
)
|
|
$
|
(186,407
|
)
|
|
$
|
(77,465
|
)
|
|
$
|
303,228
|
|
|
$
|
(206,461
|
)
|
(In thousands)
|
Year Ended December 31, 2017
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||||
|
Company
|
|
Issuer
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated net income (loss)
|
$
|
(639,716
|
)
|
|
$
|
(6,409
|
)
|
|
$
|
118,995
|
|
|
$
|
4,244
|
|
|
$
|
(104,631
|
)
|
|
$
|
(627,517
|
)
|
Reconciling items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
4,159
|
|
|
—
|
|
|
4,159
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
181,906
|
|
|
144,085
|
|
|
—
|
|
|
325,991
|
|
||||||
Deferred taxes
|
(93,882
|
)
|
|
(514
|
)
|
|
(218,955
|
)
|
|
2,239
|
|
|
—
|
|
|
(311,112
|
)
|
||||||
Provision for doubtful accounts
|
—
|
|
|
—
|
|
|
10,083
|
|
|
(3,343
|
)
|
|
—
|
|
|
6,740
|
|
||||||
Amortization of deferred financing charges and note discounts, net
|
—
|
|
|
8,786
|
|
|
—
|
|
|
1,741
|
|
|
—
|
|
|
10,527
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
6,432
|
|
|
3,158
|
|
|
—
|
|
|
9,590
|
|
||||||
(Gain) loss on disposal of operating assets, net
|
—
|
|
|
—
|
|
|
(35,020
|
)
|
|
5,673
|
|
|
—
|
|
|
(29,347
|
)
|
||||||
Loss on Due from iHeartCommunications
|
855,648
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
855,648
|
|
||||||
Loss on investments, net
|
—
|
|
|
—
|
|
|
—
|
|
|
1,045
|
|
|
—
|
|
|
1,045
|
|
||||||
Equity in (earnings) loss of nonconsolidated affiliates
|
(118,995
|
)
|
|
(4,749
|
)
|
|
18,122
|
|
|
1,981
|
|
|
104,631
|
|
|
990
|
|
||||||
Foreign exchange transaction gain
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
(29,536
|
)
|
|
—
|
|
|
(29,563
|
)
|
||||||
Other reconciling items, net
|
—
|
|
|
—
|
|
|
(3,423
|
)
|
|
(1,287
|
)
|
|
—
|
|
|
(4,710
|
)
|
||||||
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Increase in accounts receivable
|
—
|
|
|
—
|
|
|
(9,104
|
)
|
|
(30,686
|
)
|
|
—
|
|
|
(39,790
|
)
|
||||||
Decrease in prepaids and other current assets
|
1,072
|
|
|
—
|
|
|
2,410
|
|
|
6,070
|
|
|
—
|
|
|
9,552
|
|
||||||
Increase (decrease) in accrued expenses
|
(436
|
)
|
|
(59,968
|
)
|
|
56,926
|
|
|
(3,838
|
)
|
|
—
|
|
|
(7,316
|
)
|
||||||
Increase (decrease) in accounts payable
|
—
|
|
|
—
|
|
|
(7,305
|
)
|
|
3,179
|
|
|
—
|
|
|
(4,126
|
)
|
||||||
Increase (decrease) in accrued interest
|
—
|
|
|
—
|
|
|
(77
|
)
|
|
508
|
|
|
—
|
|
|
431
|
|
||||||
Decrease in deferred income
|
—
|
|
|
—
|
|
|
(8,401
|
)
|
|
(4,872
|
)
|
|
—
|
|
|
(13,273
|
)
|
||||||
Changes in other operating assets and liabilities
|
—
|
|
|
—
|
|
|
(3,067
|
)
|
|
(7,264
|
)
|
|
—
|
|
|
(10,331
|
)
|
||||||
Net cash provided by (used for) operating activities
|
$
|
3,691
|
|
|
$
|
(62,854
|
)
|
|
$
|
109,495
|
|
|
$
|
97,256
|
|
|
$
|
—
|
|
|
$
|
147,588
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property, plant and equipment
|
—
|
|
|
—
|
|
|
(73,641
|
)
|
|
(150,597
|
)
|
|
—
|
|
|
(224,238
|
)
|
||||||
Proceeds from disposal of assets
|
—
|
|
|
—
|
|
|
55,747
|
|
|
16,302
|
|
|
—
|
|
|
72,049
|
|
||||||
Purchases of other operating assets
|
—
|
|
|
—
|
|
|
(757
|
)
|
|
(80
|
)
|
|
—
|
|
|
(837
|
)
|
||||||
(Increase) decrease in intercompany notes receivable, net
|
—
|
|
|
149,612
|
|
|
11
|
|
|
(11,284
|
)
|
|
(138,339
|
)
|
|
—
|
|
||||||
Dividends from subsidiaries
|
—
|
|
|
—
|
|
|
10,710
|
|
|
—
|
|
|
(10,710
|
)
|
|
—
|
|
||||||
Change in other, net
|
(25,441
|
)
|
|
—
|
|
|
(5
|
)
|
|
2,571
|
|
|
—
|
|
|
(22,875
|
)
|
||||||
Net cash provided by (used for) investing activities
|
$
|
(25,441
|
)
|
|
$
|
149,612
|
|
|
$
|
(7,935
|
)
|
|
$
|
(143,088
|
)
|
|
$
|
(149,049
|
)
|
|
$
|
(175,901
|
)
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payments on credit facilities
|
—
|
|
|
—
|
|
|
—
|
|
|
(909
|
)
|
|
—
|
|
|
(909
|
)
|
||||||
Proceeds from long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
156,000
|
|
|
—
|
|
|
156,000
|
|
||||||
Payments on long-term debt
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
(648
|
)
|
|
—
|
|
|
(748
|
)
|
||||||
Net transfers to iHeartCommunications
|
(181,939
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(181,939
|
)
|
||||||
Dividends and other payments to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,010
|
)
|
|
—
|
|
|
(12,010
|
)
|
||||||
Dividends paid
|
(332,824
|
)
|
|
—
|
|
|
—
|
|
|
(10,710
|
)
|
|
10,710
|
|
|
(332,824
|
)
|
||||||
Increase (decrease) in intercompany notes payable, net
|
—
|
|
|
11,273
|
|
|
—
|
|
|
(149,612
|
)
|
|
138,339
|
|
|
—
|
|
||||||
Intercompany funding
|
239,908
|
|
|
(98,031
|
)
|
|
(140,160
|
)
|
|
(1,717
|
)
|
|
—
|
|
|
—
|
|
||||||
Change in other, net
|
(1,468
|
)
|
|
—
|
|
|
(1
|
)
|
|
(5,614
|
)
|
|
—
|
|
|
(7,083
|
)
|
||||||
Net cash used for financing activities
|
(276,323
|
)
|
|
(86,758
|
)
|
|
(140,261
|
)
|
|
(25,220
|
)
|
|
149,049
|
|
|
(379,513
|
)
|
||||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
9,950
|
|
|
—
|
|
|
9,950
|
|
||||||
Net decrease in cash and cash equivalents
|
(298,073
|
)
|
|
—
|
|
|
(38,701
|
)
|
|
(61,102
|
)
|
|
—
|
|
|
(397,876
|
)
|
||||||
Cash and cash equivalents at beginning of year
|
300,285
|
|
|
—
|
|
|
61,542
|
|
|
180,168
|
|
|
—
|
|
|
541,995
|
|
||||||
Cash and cash equivalents at end of year
|
$
|
2,212
|
|
|
$
|
—
|
|
|
$
|
22,841
|
|
|
$
|
119,066
|
|
|
$
|
—
|
|
|
$
|
144,119
|
|
(In thousands)
|
Year Ended December 31, 2016
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||||
|
Company
|
|
Issuer
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated net income (loss)
|
$
|
141,397
|
|
|
$
|
(22,797
|
)
|
|
$
|
136,885
|
|
|
$
|
69,843
|
|
|
$
|
(160,929
|
)
|
|
$
|
164,399
|
|
Reconciling items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
7,274
|
|
|
—
|
|
|
7,274
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
177,918
|
|
|
166,206
|
|
|
—
|
|
|
344,124
|
|
||||||
Deferred taxes
|
—
|
|
|
—
|
|
|
88,083
|
|
|
(56,769
|
)
|
|
—
|
|
|
31,314
|
|
||||||
Provision for doubtful accounts
|
—
|
|
|
—
|
|
|
5,565
|
|
|
5,094
|
|
|
—
|
|
|
10,659
|
|
||||||
Amortization of deferred financing charges and note discounts, net
|
—
|
|
|
8,741
|
|
|
—
|
|
|
1,831
|
|
|
—
|
|
|
10,572
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
5,658
|
|
|
4,633
|
|
|
—
|
|
|
10,291
|
|
||||||
Gain on sale of operating and fixed assets
|
—
|
|
|
—
|
|
|
(293,802
|
)
|
|
(69,683
|
)
|
|
—
|
|
|
(363,485
|
)
|
||||||
(Gain) loss on investments, net
|
—
|
|
|
—
|
|
|
250
|
|
|
(781
|
)
|
|
—
|
|
|
(531
|
)
|
||||||
Equity in (earnings) loss of nonconsolidated affiliates
|
(136,885
|
)
|
|
(44,767
|
)
|
|
19,575
|
|
|
2,837
|
|
|
160,929
|
|
|
1,689
|
|
||||||
Foreign exchange transaction loss
|
—
|
|
|
—
|
|
|
22,874
|
|
|
46,725
|
|
|
—
|
|
|
69,599
|
|
||||||
Other reconciling items, net
|
—
|
|
|
—
|
|
|
1,256
|
|
|
(1,391
|
)
|
|
—
|
|
|
(135
|
)
|
||||||
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Decrease in accounts receivable
|
—
|
|
|
—
|
|
|
13,660
|
|
|
16,648
|
|
|
—
|
|
|
30,308
|
|
||||||
(Increase) decrease in prepaids and other current assets
|
60
|
|
|
—
|
|
|
5,662
|
|
|
(21,300
|
)
|
|
|
|
|
(15,578
|
)
|
||||||
Increase (decrease) in accrued expenses
|
(227
|
)
|
|
59,359
|
|
|
(70,834
|
)
|
|
37,220
|
|
|
—
|
|
|
25,518
|
|
||||||
Increase (decrease) in accounts payable
|
—
|
|
|
—
|
|
|
2,764
|
|
|
(6,561
|
)
|
|
—
|
|
|
(3,797
|
)
|
||||||
Increase (decrease) in accrued interest
|
—
|
|
|
—
|
|
|
(571
|
)
|
|
765
|
|
|
—
|
|
|
194
|
|
||||||
Decrease in deferred income
|
—
|
|
|
—
|
|
|
(5,265
|
)
|
|
(12,854
|
)
|
|
—
|
|
|
(18,119
|
)
|
||||||
Changes in other operating assets and liabilities
|
—
|
|
|
—
|
|
|
9,846
|
|
|
(3,849
|
)
|
|
—
|
|
|
5,997
|
|
||||||
Net cash provided by operating activities
|
$
|
4,345
|
|
|
$
|
536
|
|
|
$
|
119,524
|
|
|
$
|
185,888
|
|
|
$
|
—
|
|
|
$
|
310,293
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property, plant and equipment
|
—
|
|
|
—
|
|
|
(77,034
|
)
|
|
(152,738
|
)
|
|
—
|
|
|
(229,772
|
)
|
||||||
Proceeds from disposal of assets
|
—
|
|
|
—
|
|
|
358,906
|
|
|
449,288
|
|
|
—
|
|
|
808,194
|
|
||||||
Purchases of other operating assets
|
—
|
|
|
—
|
|
|
(1,689
|
)
|
|
(555
|
)
|
|
—
|
|
|
(2,244
|
)
|
||||||
Decrease in intercompany notes receivable, net
|
—
|
|
|
220,038
|
|
|
—
|
|
|
—
|
|
|
(220,038
|
)
|
|
—
|
|
||||||
Dividends from subsidiaries
|
—
|
|
|
—
|
|
|
235,467
|
|
|
—
|
|
|
(235,467
|
)
|
|
—
|
|
||||||
Change in other, net
|
—
|
|
|
(79
|
)
|
|
—
|
|
|
(24,679
|
)
|
|
79
|
|
|
(24,679
|
)
|
||||||
Net cash provided by investing activities
|
$
|
—
|
|
|
$
|
219,959
|
|
|
$
|
515,650
|
|
|
$
|
271,316
|
|
|
$
|
(455,426
|
)
|
|
$
|
551,499
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payments on credit facilities
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,100
|
)
|
|
—
|
|
|
(2,100
|
)
|
||||||
Proceeds from long-term debt
|
—
|
|
|
—
|
|
|
801
|
|
|
6,055
|
|
|
—
|
|
|
6,856
|
|
||||||
Payments on long-term debt
|
—
|
|
|
—
|
|
|
(79
|
)
|
|
(2,255
|
)
|
|
—
|
|
|
(2,334
|
)
|
||||||
Net transfers to iHeartCommunications
|
45,099
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45,099
|
|
||||||
Dividends and other payments to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,917
|
)
|
|
—
|
|
|
(16,917
|
)
|
||||||
Dividends paid
|
(755,538
|
)
|
|
—
|
|
|
(913
|
)
|
|
(234,554
|
)
|
|
235,467
|
|
|
(755,538
|
)
|
||||||
Increase (decrease) in intercompany notes payable, net
|
—
|
|
|
5,000
|
|
|
(3,604
|
)
|
|
(221,434
|
)
|
|
220,038
|
|
|
—
|
|
||||||
Intercompany funding
|
789,044
|
|
|
(225,495
|
)
|
|
(588,292
|
)
|
|
24,743
|
|
|
—
|
|
|
—
|
|
||||||
Change in other, net
|
(1,366
|
)
|
|
—
|
|
|
—
|
|
|
(120
|
)
|
|
(79
|
)
|
|
(1,565
|
)
|
||||||
Net cash provided by (used for) financing activities
|
77,239
|
|
|
(220,495
|
)
|
|
(592,087
|
)
|
|
(446,582
|
)
|
|
455,426
|
|
|
(726,499
|
)
|
||||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,041
|
)
|
|
—
|
|
|
(6,041
|
)
|
||||||
Net increase in cash and cash equivalents
|
81,584
|
|
|
—
|
|
|
43,087
|
|
|
4,581
|
|
|
—
|
|
|
129,252
|
|
||||||
Cash and cash equivalents at beginning of year
|
218,701
|
|
|
—
|
|
|
18,455
|
|
|
175,587
|
|
|
—
|
|
|
412,743
|
|
||||||
Cash and cash equivalents at end of year
|
$
|
300,285
|
|
|
$
|
—
|
|
|
$
|
61,542
|
|
|
$
|
180,168
|
|
|
$
|
—
|
|
|
$
|
541,995
|
|
(In thousands)
|
Year Ended December 31, 2015
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||||
|
Company
|
|
Issuer
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated net income (loss)
|
$
|
(71,406
|
)
|
|
$
|
1,376
|
|
|
$
|
(75,927
|
)
|
|
$
|
37,734
|
|
|
$
|
37,006
|
|
|
$
|
(71,217
|
)
|
Reconciling items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Impairment charges
|
—
|
|
|
—
|
|
|
21,631
|
|
|
—
|
|
|
—
|
|
|
21,631
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
194,891
|
|
|
181,071
|
|
|
—
|
|
|
375,962
|
|
||||||
Deferred taxes
|
—
|
|
|
1,282
|
|
|
7,305
|
|
|
(5,282
|
)
|
|
—
|
|
|
3,305
|
|
||||||
Provision for doubtful accounts
|
—
|
|
|
—
|
|
|
5,398
|
|
|
7,986
|
|
|
—
|
|
|
13,384
|
|
||||||
Amortization of deferred financing charges and note discounts, net
|
—
|
|
|
7,468
|
|
|
1,230
|
|
|
72
|
|
|
—
|
|
|
8,770
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
5,855
|
|
|
2,647
|
|
|
—
|
|
|
8,502
|
|
||||||
Gain on sale of operating and fixed assets
|
—
|
|
|
—
|
|
|
(1,235
|
)
|
|
(4,233
|
)
|
|
—
|
|
|
(5,468
|
)
|
||||||
Equity in (earnings) loss of nonconsolidated affiliates
|
75,927
|
|
|
(10,383
|
)
|
|
(5,609
|
)
|
|
1,935
|
|
|
(61,581
|
)
|
|
289
|
|
||||||
Foreign exchange transaction gain
|
—
|
|
|
(3,440
|
)
|
|
(11
|
)
|
|
(11,339
|
)
|
|
—
|
|
|
(14,790
|
)
|
||||||
Other reconciling items, net
|
—
|
|
|
—
|
|
|
1,350
|
|
|
—
|
|
|
—
|
|
|
1,350
|
|
||||||
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Increase in accounts receivable
|
—
|
|
|
—
|
|
|
(12,878
|
)
|
|
(43,702
|
)
|
|
—
|
|
|
(56,580
|
)
|
||||||
(Increase) decrease in prepaids and other current assets
|
(124
|
)
|
|
(3,433
|
)
|
|
4,664
|
|
|
(2,835
|
)
|
|
—
|
|
|
(1,728
|
)
|
||||||
Increase (decrease) in accrued expenses
|
486
|
|
|
(983
|
)
|
|
5,476
|
|
|
(414
|
)
|
|
—
|
|
|
4,565
|
|
||||||
Increase (decrease) in accounts payable
|
—
|
|
|
—
|
|
|
(15,742
|
)
|
|
26,424
|
|
|
19,960
|
|
|
30,642
|
|
||||||
Increase (decrease) in accrued interest
|
—
|
|
|
(3,199
|
)
|
|
15
|
|
|
(888
|
)
|
|
—
|
|
|
(4,072
|
)
|
||||||
Increase (decrease) in deferred income
|
—
|
|
|
—
|
|
|
(6,879
|
)
|
|
9,428
|
|
|
—
|
|
|
2,549
|
|
||||||
Changes in other operating assets and liabilities
|
—
|
|
|
—
|
|
|
(17,114
|
)
|
|
(1,047
|
)
|
|
—
|
|
|
(18,161
|
)
|
||||||
Net cash provided by (used by) operating activities
|
4,883
|
|
|
(11,312
|
)
|
|
112,420
|
|
|
197,557
|
|
|
(4,615
|
)
|
|
298,933
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property, plant and equipment
|
—
|
|
|
—
|
|
|
(72,374
|
)
|
|
(145,958
|
)
|
|
—
|
|
|
(218,332
|
)
|
||||||
Proceeds from disposal of assets
|
—
|
|
|
—
|
|
|
4,626
|
|
|
6,638
|
|
|
—
|
|
|
11,264
|
|
||||||
Purchases of other operating assets
|
—
|
|
|
—
|
|
|
(23,042
|
)
|
|
(598
|
)
|
|
—
|
|
|
(23,640
|
)
|
||||||
Decrease in intercompany notes receivable, net
|
—
|
|
|
70,125
|
|
|
—
|
|
|
—
|
|
|
(70,125
|
)
|
|
—
|
|
||||||
Dividends from subsidiaries
|
—
|
|
|
157,570
|
|
|
—
|
|
|
—
|
|
|
(157,570
|
)
|
|
—
|
|
||||||
Change in other, net
|
—
|
|
|
(8,606
|
)
|
|
(909
|
)
|
|
(27,015
|
)
|
|
9,513
|
|
|
(27,017
|
)
|
||||||
Net cash provided by (used by) investing activities
|
—
|
|
|
219,089
|
|
|
(91,699
|
)
|
|
(166,933
|
)
|
|
(218,182
|
)
|
|
(257,725
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payments on credit facilities
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,849
|
)
|
|
—
|
|
|
(3,849
|
)
|
||||||
Proceeds from long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
222,777
|
|
|
—
|
|
|
222,777
|
|
||||||
Payments on long-term debt
|
—
|
|
|
—
|
|
|
(56
|
)
|
|
—
|
|
|
—
|
|
|
(56
|
)
|
||||||
Net transfer to iHeartCommunications
|
17,007
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,007
|
|
||||||
Dividends and other payments to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,870
|
)
|
|
—
|
|
|
(30,870
|
)
|
||||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(182,145
|
)
|
|
182,145
|
|
|
—
|
|
||||||
Decrease in intercompany notes payable, net
|
—
|
|
|
—
|
|
|
(4,625
|
)
|
|
(65,500
|
)
|
|
70,125
|
|
|
—
|
|
||||||
Intercompany funding
|
193,021
|
|
|
(207,777
|
)
|
|
2,415
|
|
|
12,341
|
|
|
—
|
|
|
—
|
|
||||||
Change in other, net
|
2,885
|
|
|
—
|
|
|
—
|
|
|
673
|
|
|
(9,513
|
)
|
|
(5,955
|
)
|
||||||
Net cash provided by (used by) financing activities
|
212,913
|
|
|
(207,777
|
)
|
|
(2,266
|
)
|
|
(46,573
|
)
|
|
242,757
|
|
|
199,054
|
|
||||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,723
|
)
|
|
—
|
|
|
(13,723
|
)
|
||||||
Net increase (decrease) in cash and cash equivalents
|
217,796
|
|
|
—
|
|
|
18,455
|
|
|
(29,672
|
)
|
|
19,960
|
|
|
226,539
|
|
||||||
Cash and cash equivalents at beginning of year
|
905
|
|
|
—
|
|
|
—
|
|
|
205,259
|
|
|
(19,960
|
)
|
|
186,204
|
|
||||||
Cash and cash equivalents at end of year
|
$
|
218,701
|
|
|
$
|
—
|
|
|
$
|
18,455
|
|
|
$
|
175,587
|
|
|
$
|
—
|
|
|
$
|
412,743
|
|
Plan Category
|
|
Number of Securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-Average exercise price of outstanding options, warrants and rights
(1)
|
|
Number of Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (A))
|
||||
Equity Compensation Plans approved by security holders
(2)
|
|
8,010,876
(3)
|
|
|
$
|
6.10
|
|
|
26,849,707
|
|
Equity Compensation Plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
8,010,876
|
|
|
$
|
6.10
|
|
|
26,849,707
|
|
(1)
|
The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect the shares that will be issued upon the vesting of outstanding awards of restricted stock or RSUs, which have no exercise price.
|
(2)
|
Represents the 2005 Stock Incentive Plan and the 2012 Stock Incentive Plan. The 2005 Stock Incentive Plan automatically terminated (other than with respect to outstanding awards) upon stockholder approval of the 2012 Stock Incentive Plan at our Annual Stockholder Meeting on May 18, 2012 and, as a result, there are no shares available for grant under the 2005 Stock Incentive Plan.
|
(3)
|
This number includes shares subject to outstanding awards granted, of which 4,110,459 shares are subject to outstanding options, 2,527,419 shares are subject to outstanding restricted shares and 1,372,998 shares are subject to outstanding RSUs.
|
(In thousands)
|
|
|
|
Charges
|
|
|
|
|
|
|
||||||||||
|
|
Balance at
|
|
to Costs,
|
|
Write-off
|
|
|
|
Balance
|
||||||||||
|
|
Beginning
|
|
Expenses
|
|
of Accounts
|
|
|
|
at End of
|
||||||||||
Description
|
|
of period
|
|
and other
|
|
Receivable
|
|
Other
(1)
|
|
Period
|
||||||||||
Year ended December 31, 2015
|
|
$
|
24,308
|
|
|
$
|
13,384
|
|
|
$
|
10,585
|
|
|
$
|
(1,759
|
)
|
|
$
|
25,348
|
|
Year ended December 31, 2016
|
|
$
|
25,348
|
|
|
$
|
10,659
|
|
|
$
|
13,069
|
|
|
$
|
(540
|
)
|
|
$
|
22,398
|
|
Year ended December 31, 2017
|
|
$
|
22,398
|
|
|
$
|
6,740
|
|
|
$
|
8,057
|
|
|
$
|
1,406
|
|
|
$
|
22,487
|
|
(1)
|
Primarily foreign currency adjustments and acquisition and/or divestiture activity.
|
(In thousands)
|
|
|
|
Charges
|
|
|
|
|
|
|
||||||||||
|
|
Balance at
|
|
to Costs,
|
|
|
|
|
|
Balance
|
||||||||||
|
|
Beginning
|
|
Expenses
|
|
|
|
|
|
at end of
|
||||||||||
Description
|
|
of Period
|
|
and other
(1)
|
|
Reversal
(2)
|
|
Adjustments
(3)
|
|
Period
|
||||||||||
Year ended December 31, 2015
|
|
$
|
168,555
|
|
|
$
|
41,704
|
|
|
$
|
(457
|
)
|
|
$
|
(24,723
|
)
|
|
$
|
185,079
|
|
Year ended December 31, 2016
|
|
$
|
185,079
|
|
|
$
|
47,795
|
|
|
$
|
(82,475
|
)
|
|
$
|
(14,360
|
)
|
|
$
|
136,039
|
|
Year ended December 31, 2017
|
|
$
|
136,039
|
|
|
$
|
158,857
|
|
|
$
|
(12,155
|
)
|
|
$
|
(8,522
|
)
|
|
$
|
274,219
|
|
(1)
|
During
2015
,
2016
and
2017
, the Company recorded valuation allowances on deferred tax assets attributable to net operating losses in certain foreign jurisdictions due to the uncertainty of the ability to utilize those losses in future periods. During
2017
, the Company recorded
$149.2 million
in valuation allowance related to federal and state deferred tax assets and
$9.7 million
in valuation allowance on foreign deferred tax assets due to the uncertainty of the ability to utilize these assets in future periods.
|
(2)
|
During
2015
,
2016
and
2017
, the Company realized the tax benefits associated with certain foreign deferred tax assets, primarily related to foreign loss carryforwards, on which a valuation allowance was previously recorded. The associated valuation allowance was reversed in the period in which, based on the weight of available evidence, it is more-likely-than-not that the deferred tax asset will be realized. During 2016, the Company released valuation allowances in the U.S. of
$32.9 million
and in France of
$43.3 million
.
|
(3)
|
During
2015
,
2016
and
2017
, the Company adjusted certain valuation allowances as a result of changes in tax rates in certain jurisdictions and as a result of the expiration of carryforward periods for net operating loss carryforwards.
|
Exhibit Number
|
|
Description
|
3.1
|
|
|
3.2
|
|
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
4.4
|
|
|
4.5
|
|
|
4.6
|
|
|
4.7
|
|
|
10.1
|
|
|
10.2
|
|
|
10.3
|
|
|
10.4
|
|
|
10.5
|
|
|
10.6
|
|
|
10.7
|
|
|
10.8
|
|
|
10.9
|
|
|
10.10
|
|
|
10.11
|
|
|
10.12
|
|
|
10.13
|
|
|
10.14
|
|
|
10.15
|
|
|
10.16
|
|
|
10.17
|
|
|
10.18
|
|
|
10.19
|
|
|
10.20§
|
|
|
10.21§
|
|
|
10.22§
|
|
|
10.23§
|
|
|
10.24§
|
|
|
10.25§
|
|
|
10.26§
|
|
|
10.27§
|
|
|
10.28§
|
|
|
10.29§
|
|
|
10.30§
|
|
|
10.31§
|
|
|
10.32§
|
|
|
10.33§
|
|
|
10.34§
|
|
|
10.35§
|
|
|
10.36§
|
|
|
10.37§
|
|
|
10.38§
|
|
|
10.39§
|
|
|
10.40§
|
|
|
10.41§
|
|
|
10.42§
|
|
|
10.43§
|
|
|
10.44§
|
|
|
10.45§
|
|
|
10.46§
|
|
|
10.47§
|
|
|
10.48§
|
|
|
10.49§
|
|
|
10.50§
|
|
|
10.51
|
|
|
10.52§
|
|
|
10.53§
|
|
|
10.54§
|
|
|
10.55
|
|
|
10.56§
|
|
|
10.57§
|
|
|
10.58§
|
|
|
10.59§
|
|
|
10.60§
|
|
|
10.61§
|
|
|
10.62§
|
|
|
10.63
|
|
|
10.64§
|
|
|
10.65§
|
|
|
21*
|
|
|
23*
|
|
|
24*
|
|
Power of Attorney (included on signature page).
|
31.1*
|
|
|
31.2*
|
|
|
32.1**
|
|
|
32.2**
|
|
|
101.INS*
|
|
XBRL Instance Document.
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
Name
|
Title
|
Date
|
/s/ Robert W. Pittman
Robert W. Pittman
|
Chairman, Chief Executive Officer (Principal Executive Officer) and Director
|
May 3, 2018
|
/s/ Richard J. Bressler
Richard J. Bressler
|
Chief Financial Officer (Principal Financial Officer)
|
May 3, 2018
|
/s/ Scott D. Hamilton
Scott D. Hamilton
|
Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) and Assistant Secretary
|
May 3, 2018
|
/s/ Blair E. Hendrix
Blair E. Hendrix
|
Director
|
May 3, 2018
|
/s/ Paul Keglevic
Paul Keglevic
|
Director
|
May 3, 2018
|
/s/ Daniel G. Jones
Daniel G. Jones
|
Director
|
May 3, 2018
|
/s/ Vicente Piedrahita
Vicente Piedrahita
|
Director
|
May 3, 2018
|
/s/ Olivia C. Sabine
Olivia C. Sabine
|
Director
|
May 3, 2018
|
/s/ Harvey L. Tepner
Harvey L. Tepner
|
Director
|
May 3, 2018
|
/s/ Dale W. Tremblay
Dale W. Tremblay
|
Director
|
May 3, 2018
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
No Customers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|