CCO 10-K Annual Report Dec. 31, 2021 | Alphaminr
Clear Channel Outdoor Holdings, Inc.
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CCO 10-K Fiscal year ended Dec. 31, 2021

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CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Removed and ReservedItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7 Of Part II Of Our Annual Report on Form 10-k For The Year Ended December 31, 2020Item 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 Basis Of PresentationNote 2 Summary Of Significant Accounting PoliciesNote 3 Segment DataNote 4 Cost-savings InitiativesNote 5 RevenueNote 6 Long-term DebtNote 7 LeasesNote 8 Commitments and ContingenciesNote 9 Income TaxesNote 10 Property, Plant and EquipmentNote 11 Intangible Assets and GoodwillNote 12 Asset Retirement ObligationsNote 13 Related Party TransactionsNote 14 Stockholders DeficitNote 15 Employee Benefit PlansNote 16 Mandatorily-redeemable Preferred StockNote 17 Other InformationItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Agreement and Plan of Merger, dated as of March 27, 2019, by and between Clear Channel Holdings, Inc. and Clear Channel Outdoor Holdings, Inc. (incorporated by reference toExhibit 2.1 toClear Channel Outdoor Holdings, Inc.s Current Report on Form 8-K filed on March 28, 2019). 3.1 Amended Certificate of Incorporation of Clear Channel Outdoor Holdings, Inc. (incorporated by reference to Exhibit 3.1 to Clear Channel Outdoor Holdings, Inc.sCurrent Report on Form 8-K filed on May 2, 2019). 3.2 Amended and Restated Bylaws of Clear Channel Outdoor Holdings, Inc. (incorporated by reference to Exhibit 3.2 to Clear Channel Outdoor Holdings, Inc.sCurrent Report on Form 8-K filed on May 2, 2019). 3.3 Certificate of Designation of Series A Perpetual Preferred Stock (incorporated by reference to Exhibit 4.1 to Clear Channel Outdoor Holdings, Inc.s Current Report on Form 8-K filed on May 2, 2019). 3.4 Certificate ofDesignationsof SeriesBPreferred Stockof Clear Channel Outdoor Holdings, Inc., as filed with the Secretary of State of the State of Delaware on May 19, 2020(incorporated by reference to Exhibit3.1 ofClear Channel Outdoor Holdings,Inc.sCurrent Report on Form 8-K filed on May19, 2020). 4.1 DescriptionofCommon Stock(incorporated by reference to Exhibit4.9to Clear Channel Outdoor Holdings,Inc.s AnnualReport on Form10-Kfiled on February27, 2020) 4.2 Rights Agreement, dated as of May 19, 2020, between Clear Channel Outdoor Holdings, Inc. andComputershare Trust Company, N.A., as rights agent (incorporated by reference to Exhibit 4.1 to Clear ChannelOutdoorHoldings, Inc.'s Current Report on Form 8-K filed on May 19, 2020). 4.3 AmendmentNo. 1 to Rights Agreement, dated as of May 14, 2021, between Clear Channel Outdoor Holdings, Inc. andComputershare Trust Company, N.A., as rights agent (incorporated by reference to Exhibit 4.1 to Clear ChannelOutdoor Holdings, Inc.s Current Report on Form 8-K filed on May, 14, 2021). 4.4 Indenture with respect to5.125% Senior Secured Notes due 2027, dated as of August 23, 2019, by and among Clear Channel OutdoorHoldings, Inc., the guarantors party thereto and U.S. Bank National Association, astrustee and as collateralagent, (incorporated by reference to Exhibit 4.1 to Clear Channel Outdoor Holdings,Inc.s Current Report onForm 8-K filed on August 23, 2019). 4.5 Formof5.125% Senior SecuredNotes due2027(incorporated by reference to ExhibitAtoExhibit 4.1 toClear Channel Outdoor Holdings,Inc.s Current Report on Form 8-Kfiled onAugust 23,2019). 4.6 Indenture with respect to 6.625% Senior Secured Notes due 2025, dated as of August 4, 2020, by andamongClear Channel International B.V., the guarantors party thereto, U.S. Bank National Association, astrustee, paying agent, registrar, authentication agent and transfer agent, and U.S. Bank Trustees Limited, assecurityagent (incorporated by reference to Exhibit 4.1 to Clear Channel Outdoor Holdings, Inc.'s CurrentReport onForm 8-K filed on August 4, 2020). 4.7 Form of 6.625% SeniorSecured Notes due 2025 (incorporated by reference to Exhibit A to Exhibit 4.1 to Clear Channel OutdoorHoldings, Inc.s Current Report on Form 8-K filed on August 4, 2020). 4.8 Indenture with respect to 7.750% Senior Notes due 2028, dated asofFebruary 17, 2021, by and among Clear Channel Outdoor Holdings, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee(incorporated by reference to Exhibit4.1to Clear Channel Outdoor Holdings,Inc.s CurrentReport on Form8-Kfiled on February17, 2021). 4.9 Formof7.750% Senior Notes due 2028(incorporated by reference to ExhibitA to Exhibit4.1 toClear Channel Outdoor Holdings, Inc.sCurrent Report on Form 8-K filed onFebruary 17, 2021). 4.10 Indenture with respect to 7.500% Senior Notes due 2029, dated as of June 1, 2021, by and among Clear Channel Outdoor Holdings, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee(incorporated by reference to Exhibit 4.1 to Clear Channel Outdoor Holdings, Inc.s Current Report on Form 8-K filed on June 2, 2021). 4.11 Form of 7.500% Senior Notes due 2029 (incorporated by reference to Exhibit A to Exhibit 4.1 to Clear Channel Outdoor Holdings, Inc.s Current Report on Form 8-K filed on June 2, 2021). 10.1 Credit Agreement, dated as of August 23, 2019, by and among Clear Channel Outdoor Holdings, Inc., as the borrower, Deutsche Bank AG New York Branch, as administrative agent and collateral agent, the syndication agent party thereto, the co-documentation agents party thereto, the lenders party thereto, and the joint lead arrangers and joint bookrunners for the Term B Facility and Revolving Credit Facility party thereto (incorporated by reference to Exhibit 10.1 to Clear Channel Outdoor Holdings, Inc.s Current Report on Form 8-K filed on August 23, 2019). 10.2 First Amendment to Credit Agreement, dated as of June 12, 2020, among Clear Channel Outdoor Holdings, Inc., the other loan parties thereto and Deutsche Bank AG New York Branch, as administrative agent (incorporated by reference to Exhibit 10.1 to Clear Channel Outdoor Holdings, Inc.'s Current Report on Form 8-K filed on June 15, 2020). 10.3 Second Amendment to Credit Agreement, dated as of May 5, 2021, among Clear Channel Outdoor Holdings, Inc., the other loan parties thereto and Deutsche Bank AG New York Branch, as administrative agent (incorporated by reference to Exhibit 10.1 to Clear Channel Outdoor Holdings, Inc.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021). 10.4* Technical amendment to Credit Agreement, dated as of December 31, 2021, among Clear Channel Outdoor Holdings, Inc., the lenders from time to time party thereto and Deutsche Bank AG New York Branch as administrative agent. 10.5 First Lien Intercreditor Agreement, dated as of August 23, 2019, by and among Clear Channel Outdoor Holdings, Inc., as borrower, the subsidiaries of the borrower from time to time party thereto, Deutsche Bank AG New York Branch, as administrative agent and collateral agent for the Credit Agreement Secured Parties, U.S. Bank National Association, as Notes Collateral Agent, as the Additional Collateral Agent and as Notes Trustee, and each additional authorized representative from time to time party thereto (incorporated by reference to Exhibit 10.2 to Clear Channel Outdoor Holdings, Inc.s Current Report on Form 8-K filed on August 23, 2019). 10.6 ABL Credit Agreement, dated as of August 23, 2019, by and among Clear Channel Outdoor Holdings, Inc., as the parent borrower, the subsidiaries listed therein, as borrowers, Deutsche Bank AG New York Branch, as administrative agent, collateral agent, swingline lender and L/C issuer, the other lenders and L/C issuers party thereto, the joint lead arrangers and bookrunners party thereto and the co-documentation agents party thereto (incorporated by reference to Exhibit 10.3 to Clear Channel Outdoor Holdings, Inc.s Current Report on Form 8-K filed on August 23, 2019). 10.7 ABL Intercreditor Agreement, dated as of August 23, 2019, by and among Clear Channel Outdoor Holdings, Inc., as parent borrower, the grantors from time to time party thereto, Deutsche Bank AG New York Branch, as ABL Agent and as Cash Flow Agent, U.S. Bank National Association, as Notes Collateral Agent, and each additional fixed assets debt agent from time to time party thereto (incorporated by reference to Exhibit 10.4 to Clear Channel Outdoor Holdings, Inc.s Current Report on Form 8-K filed on August 23, 2019). 10.8 Clear Channel Outdoor Holdings, Inc. 2015 Executive Incentive Plan (incorporated by reference to Exhibit A to the Clear Channel Outdoor Holdings, Inc. definitive proxy statement on Schedule 14A for its 2015 Annual Meeting of Stockholders filed March 31, 2015). 10.10 Clear Channel Outdoor Holdings, Inc. 2005 Stock Incentive Plan, as amended and restated (the CCOH 2005 Stock Incentive Plan) (incorporated by reference to Exhibit 10.2 toClear Channel Outdoor Holdings, Inc.s Current Report on Form 8-K filed on April 30, 2007). 10.11 FirstForm ofOptionAgreement under the CCOH2005Stock Incentive Plan(incorporatedby reference to Exhibit10.2to the Clear Channel Outdoor Holdings, Inc.Registration Statementon FormS-8(File No. 333-130229) filed onDecember9, 2005). 10.12 Form of Option Agreement under the CCOH2005 Stock Incentive Plan (approved February 21, 2011) (incorporated by reference to Exhibit 10.33 to the iHeartMedia, Inc. Annual Report on Form 10-K for the year ended December 31, 2011). 10.13 Form of Restricted Stock Award Agreement under the CCOH 2005 StockIncentive Plan(incorporatedby reference toExhibit 10.3to the Clear Channel Outdoor Holdings, Inc.RegistrationStatement onForm S-8 (File No. 333-130229)filed onDecember9,2005). 10.14 Form of Restricted Stock Unit Award Agreement under the CCOH 2005 Stock Incentive Plan (incorporatedby reference to Exhibit10.16to the Clear Channel Outdoor Holdings, Inc.AnnualReport on Form10-K for the year ended December 31, 2010). 10.15 Clear Channel Outdoor Holdings, Inc. 2012 Stock Incentive Plan (the CCOH 2012 Stock Incentive Plan) (incorporated by reference to Exhibit 99.1 to the Clear Channel Outdoor Holdings, Inc. Registration Statement on Form S-8 (File No. 333-181514) filed on May 18, 2012). 10.16 Form of Option Agreement under the CCOH 2012 Stock Incentive Plan (incorporated by reference to Exhibit10.25 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December31, 2015). 10.17 Form of Restricted Stock Award Agreement under the CCOH 2012 Stock Incentive Plan (incorporated byreference to Exhibit 10.26 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for theyear ended December 31, 2015). 10.18 Form of Restricted Stock Unit Award Agreement under the CCOH 2012 Stock Incentive Plan (incorporated byreference to Exhibit 10.27 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for theyear ended December 31, 2015). 10.20 Form ofStockOptionAgreement under the CCOH2005Stock Incentive Plan, datedSeptember 17, 2009,between C. William Eccleshare and Clear Channel Outdoor Holdings, Inc.(incorporatedby reference to Exhibit10.34to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form10-K for the year ended December31, 2010). 10.21 Form of Amended and Restated Stock Option Agreement under the CCOH 2005 Stock Incentive Plan, dated as of August 11, 2011, between C. William Eccleshare and Clear Channel Outdoor Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed on August 12, 2011). 10.22 Form of Stock Option Agreement under the CCOH 2005 Stock Incentive Plan, dated December 13, 2010, between C. William Eccleshare and Clear Channel Outdoor Holdings, Inc. (incorporated by reference to Exhibit 10.35 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2010). 10.23 Form of Restricted Stock Unit Agreement under the CCOH 2005 Stock Incentive Plan, dated December 20, 2010, between C. William Eccleshare and Clear Channel Outdoor Holdings, Inc. (incorporated by reference to Exhibit 10.36 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2010). 10.24 Form of Restricted Stock Unit Agreement under the CCOH 2012 Stock Incentive Plan, dated July 26, 2012, between C. William Eccleshare and Clear Channel Outdoor Holdings, Inc. (incorporated by reference to Exhibit 10.2 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K/A filed on July 27, 2012). 10.26 Form of Restricted Stock Unit Award Agreement (Cliff Vesting) under the Clear Channel Outdoor Holdings,Inc. 2012 Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the ClearChannel Outdoor Holdings, Inc. Current Report on Form 8-K filed on July 5, 2017). 10.27 Form of Restricted Stock Award Agreement (Cliff Vesting) under the Clear Channel Outdoor Holdings, Inc.2012 Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the ClearChannel Outdoor Holdings, Inc. Current Report on Form 8-K filed on July 5, 2017). 10.29 Settlement and Separation Agreement, dated as of March 27, 2019, by and among Clear Channel Holdings, Inc., Clear Channel Outdoor Holdings, Inc., iHeartCommunications, Inc. and iHeartMedia, Inc. (incorporated by reference toExhibit 10.1 toClear Channel Outdoor Holdings, Inc.s Current Report on Form 8-K filed on March 28, 2019). 10.30 Amendment, dated as of April 24, 2019, to the Settlement and Separation Agreement, dated as of March 27, 2019, by and among Clear Channel Holdings, Inc., Clear Channel Outdoor Holdings, Inc.,iHeartCommunications, Inc. and iHeartMedia, Inc. (incorporated by reference to Exhibit 10.4 to the Quarterly Report on 10-Q of Clear Channel Outdoor Holdings, Inc. for the quarterly period ended March 31, 2019). 10.31 Transition Services Agreement, dated as of May 1, 2019, by and among iHeartMedia, Inc., iHeartMedia Management Services, Inc., iHeartCommunications, Inc. and Clear Channel Outdoor Holdings, Inc. (incorporated by reference to Exhibit 10.1 to Clear Channel Outdoor Holdings, Inc.s Current Report on Form 8-K filed on May 2, 2019). 10.32 Tax Matters Agreement, dated as of May 1, 2019, by and among iHeartMedia, Inc., iHeartCommunications, Inc., iHeart Operations, Inc., Clear Channel Holdings, Inc., Clear Channel Outdoor Holdings, Inc., and Clear Channel Outdoor, LLC (incorporated by reference to Exhibit 10.2 to Clear Channel Outdoor Holdings, Inc.s Current Report on Form 8-K filed on May 2, 2019). 10.33 Relocation Policy - Chief Executive Officer and Direct Reports (Guaranteed Purchase Offer) (incorporated by reference to Exhibit 10.1 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed on October 21, 2010). 10.34 Relocation Policy - Chief Executive Officer and Direct Reports (Buyer Value Option) (incorporated byreference to Exhibit 10.2 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed onOctober 21, 2010). 10.35 Relocation Policy - Function Head Direct Reports (incorporated by reference to Exhibit 10.3 to the ClearChannel Outdoor Holdings, Inc. Current Report on Form 8-K filed on October 21, 2010). 10.36 Amended and Restated Employment Agreement, dated as of July 29, 2021, by and between Clear ChannelOutdoor Holdings, Inc. and C. William Eccleshare (incorporated by reference to Exhibit 10.1 toClearChannel Outdoor Holdings, Inc.sCurrent Report on Form 8-K filed on July 30, 2021). 10.37 Amended and Restated Employment Agreement, dated as of July 28, 2021, by and between Clear ChannelOutdoor Holdings, Inc. and Scott Wells (incorporated by reference to Exhibit 10.2 to the Clear ChannelOutdoor Holdings, Inc.sCurrent Report on Form 8-K filed on July 30, 2021). 10.38 Employment Agreement, dated as of May1, 2019, by and between Clear Channel Outdoor Holdings, Inc. and Brian D. Coleman (incorporated by reference to Exhibit 10.5 to Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed on May 2, 2019). 10.39 Amended and RestatedEmployment Agreement, dated as ofJanuary 20, 2022, by and between Clear Channel Outdoor Holdings, Inc. and Jason A. Dilger (incorporated by reference to Exhibit 10.1to Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed onJanuary 21, 2022). 10.40 Employment Agreement, dated as of June 27, 2016, by and between Clear Channel Outdoor Holdings, Inc. and Lynn A. Feldman (incorporated by reference to Exhibit 10.34 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 10-K filed on February 27, 2020). 10.41 First Amendment to Employment Agreement, dated as of May1, 2019, by and between Clear Channel Outdoor Holdings, Inc. and LynnA. Feldman (incorporated by reference to Exhibit 10.7 to Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed on May 2, 2019). 10.42 Second Amendment to Employment Agreement, dated as of February 4, 2020, by and between Clear Channel Outdoor Holdings, Inc. and Lynn A. Feldman (incorporated by reference to Exhibit 10.1 to Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed on February 5, 2020). 10.43 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.7 to Clear Channel Holdings, Inc.'s Registration Statement on Form S-4 (File No. 333-228986) filed with the Securities and Exchange Commission on March 29, 2019). 10.44 Stock Option Agreement under the Clear Channel Outdoor Holdings, Inc. 2012 Amended and Restated Stock Incentive Plan, by and between C. William Eccleshare and Clear Channel Outdoor Holdings, Inc. (incorporated by reference to Exhibit 10.1 to Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed on June 7, 2019). 10.45 Form of Restricted Stock Unit Award Agreement under the Clear Channel Outdoor Holdings, Inc. 2012 Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Clear Channel Outdoor Holdings, Inc. filed on October 21, 2019). 10.46 Form of Performance Stock Unit Award Agreement under the Clear Channel Outdoor Holdings, Inc. 2012 Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Clear Channel Outdoor Holdings, Inc. filed on October 21, 2019). 10.47 Restricted Stock Unit Award Agreement under the Clear Channel Outdoor Holdings, Inc. 2012 Amended and Restated Stock Incentive Plan, by and between C. William Eccleshare and Clear Channel Outdoor Holdings, Inc. (incorporated by reference to Exhibit 10.2 to Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed on June 7, 2019). 10.48 Form of Restricted Stock Unit Award Agreement (Cash Settle Option) under the Clear Channel Outdoor Holdings, Inc. 2012 Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Clear Channel Outdoor Holdings, Inc. filed on October 23, 2020). 21* Subsidiaries. 23* Consent of Ernst & Young LLP. 31.1* Certification Pursuant to Rules13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification Pursuant to Rules13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification Pursuant to 18U.S.C. Section1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification Pursuant to 18U.S.C. Section1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002.