[X]
|
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2016, 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.)
|
200 East Basse Road, Suite 100
San Antonio, Texas
|
78209
|
(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,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Billboards:
|
|
|
|
|
|
|||
Bulletins
|
59
|
%
|
|
58
|
%
|
|
58
|
%
|
Posters
|
10
|
%
|
|
12
|
%
|
|
12
|
%
|
Street furniture displays
|
7
|
%
|
|
6
|
%
|
|
7
|
%
|
Transit displays
|
16
|
%
|
|
15
|
%
|
|
16
|
%
|
Spectaculars/wallscapes
|
4
|
%
|
|
5
|
%
|
|
3
|
%
|
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
|
|
Year Ended December 31,
|
||||
|
2016
|
|
2015
|
|
2014
|
Street furniture displays
|
52%
|
|
52%
|
|
50%
|
Billboards
|
17%
|
|
19%
|
|
20%
|
Transit displays
|
10%
|
|
9%
|
|
10%
|
Other
(1)
|
21%
|
|
20%
|
|
20%
|
Total
|
100%
|
|
100%
|
|
100%
|
(1)
|
Includes advertising revenue from mall 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 typically display static messages that resemble standard printed billboards 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, 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 typically 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 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
|
▪
|
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 for the purpose of supporting its liquidity needs, such as financings or asset sales, which may negatively affect our business operations, cash flows or capital structure. In its Annual Report on Form 10-K filed with the SEC on
February 23, 2017
, iHeartCommunications stated its forecast of future cash flows indicates that such cash flows would not be sufficient for it to meet its obligations, including payment of the outstanding receivables based credit facility balance at maturity on December 24, 2017, as they become due in the ordinary course of business for a period of at least 12 months following February 23, 2017. While iHeartCommunications stated that it believes that the refinancing or the extension of the maturity date of the receivables based credit facility, combined with current funds and expected future cash flows, will be sufficient to enable it to meet its obligations as they become due in the ordinary course of business for a period of at least 12 months, there is no assurance that the receivables based credit facility will be extended in a timely manner or on acceptable terms, or at all.
|
▪
|
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 capital markets, including the effects of Brexit;
|
▪
|
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;
|
▪
|
industry conditions, including competition;
|
▪
|
the level of expenditures on advertising;
|
▪
|
legislative or regulatory requirements;
|
▪
|
fluctuations in operating costs;
|
▪
|
technological changes and innovations;
|
▪
|
changes in labor conditions and management;
|
▪
|
capital expenditure requirements;
|
▪
|
risks of doing business in foreign countries;
|
▪
|
fluctuations in exchange rates and currency values;
|
▪
|
the outcome of pending and future litigation;
|
▪
|
taxes and tax disputes;
|
▪
|
changes in interest rates;
|
▪
|
shifts in population and other demographics;
|
▪
|
access to capital markets and borrowed indebtedness;
|
▪
|
our ability to implement our business strategies;
|
▪
|
the risk that we may not be able to integrate the operations of acquired businesses successfully;
|
▪
|
the risk that our cost savings initiatives may not be entirely successful or that any cost savings achieved from those initiatives may not persist;
|
▪
|
our ability to generate sufficient cash from operations or other liquidity-generating transactions and our need to allocate significant amounts of our cash to make payments on our indebtedness, which in turn could reduce our financial flexibility and ability to fund other activities;
|
▪
|
the impact of our substantial indebtedness, including the effect of our leverage on our financial position and earnings;
|
▪
|
the risk that our strategic revenue and efficiency initiatives may not be entirely successful or that any cost savings achieved from such strategic revenue and efficiency initiatives may not persist;
|
▪
|
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 impact of the above and similar factors on iHeartCommunications, our primary direct or indirect external source of capital, which could have a significant need for capital in the future; and
|
▪
|
certain other factors set forth in our other filings with the SEC.
|
Name
|
|
Age
|
|
Position
|
Robert W. Pittman
|
|
63
|
|
Chairman and Chief Executive Officer
|
Richard J. Bressler
|
|
59
|
|
Chief Financial Officer
|
Scott R. Wells
|
|
48
|
|
Chief Executive Officer – Clear Channel Outdoor Americas
|
C. William Eccleshare
|
|
61
|
|
Chairman and Chief Executive Officer – Clear Channel Outdoor International
|
Steven J. Macri
|
|
48
|
|
Senior Vice President – Corporate Finance
|
Scott D. Hamilton
|
|
47
|
|
Senior Vice President, Chief Accounting Officer and Assistant Secretary
|
Robert H. Walls, Jr.
|
|
56
|
|
Executive Vice President, General Counsel and Secretary
|
|
Class A
Common Stock
Market Price
|
|
Class A
Common Stock
Market Price
|
||||||||||
|
High
|
Low
|
|
High
|
Low
|
||||||||
2016
|
|
|
2015
|
|
|
||||||||
First Quarter................
|
$
|
4.71
|
|
$
|
3.32
|
|
First Quarter................
|
$
|
11.00
|
|
$
|
9.01
|
|
Second Quarter...........
|
6.65
|
|
4.10
|
|
Second Quarter...........
|
11.61
|
|
9.63
|
|
||||
Third Quarter..............
|
7.25
|
|
5.84
|
|
Third Quarter..............
|
10.23
|
|
7.09
|
|
||||
Fourth Quarter............
|
6.25
|
|
4.90
|
|
Fourth Quarter............
|
7.65
|
|
4.78
|
|
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
|
|
20,678
|
|
|
$
|
5.75
|
|
|
—
|
|
|
$
|
—
|
|
November 1 through November 30
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
December 1 through December 31
|
|
2,046
|
|
|
4.17
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
22,724
|
|
|
$
|
5.61
|
|
|
—
|
|
|
$
|
—
|
|
(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,
2016
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)
|
For the Years Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Results of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
2,702,395
|
|
|
$
|
2,806,204
|
|
|
$
|
2,961,259
|
|
|
$
|
2,946,190
|
|
|
$
|
2,946,944
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Direct operating expenses (excludes depreciation and amortization)
|
1,435,569
|
|
|
1,494,902
|
|
|
1,596,888
|
|
|
1,594,728
|
|
|
1,603,492
|
|
|||||
Selling, general and administrative expenses (excludes depreciation and amortization)
|
515,202
|
|
|
531,504
|
|
|
548,519
|
|
|
543,572
|
|
|
574,662
|
|
|||||
Corporate expenses (excludes depreciation and amortization)
|
117,383
|
|
|
116,380
|
|
|
130,894
|
|
|
124,399
|
|
|
115,832
|
|
|||||
Depreciation and amortization
|
344,124
|
|
|
375,962
|
|
|
406,243
|
|
|
403,170
|
|
|
399,264
|
|
|||||
Impairment charges
(1)
|
7,274
|
|
|
21,631
|
|
|
3,530
|
|
|
13,150
|
|
|
37,651
|
|
|||||
Other operating income (expense), net
|
354,688
|
|
|
(4,824
|
)
|
|
7,259
|
|
|
22,979
|
|
|
50,943
|
|
|||||
Operating income
|
637,531
|
|
|
261,001
|
|
|
282,444
|
|
|
290,150
|
|
|
266,986
|
|
|||||
Interest expense, net
|
374,892
|
|
|
355,669
|
|
|
353,265
|
|
|
352,783
|
|
|
373,876
|
|
|||||
Interest income on Due from iHeartCommunications
|
50,309
|
|
|
61,439
|
|
|
60,179
|
|
|
54,210
|
|
|
63,761
|
|
|||||
Equity in earnings (loss) of nonconsolidated affiliates
|
(1,689
|
)
|
|
(289
|
)
|
|
3,789
|
|
|
(2,092
|
)
|
|
843
|
|
|||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(221,071
|
)
|
|||||
Other income (expense), net
|
(70,151
|
)
|
|
12,387
|
|
|
15,185
|
|
|
998
|
|
|
(2,942
|
)
|
|||||
Income (loss) before income taxes
|
241,108
|
|
|
(21,131
|
)
|
|
8,332
|
|
|
(9,517
|
)
|
|
(266,299
|
)
|
|||||
Income tax benefit (expense)
|
(76,675
|
)
|
|
(50,177
|
)
|
|
8,787
|
|
|
(14,809
|
)
|
|
107,089
|
|
|||||
Consolidated net income (loss)
|
164,433
|
|
|
(71,308
|
)
|
|
17,119
|
|
|
(24,326
|
)
|
|
(159,210
|
)
|
|||||
Less amount attributable to noncontrolling interest
|
23,002
|
|
|
24,764
|
|
|
26,709
|
|
|
24,134
|
|
|
23,902
|
|
|||||
Net income (loss) attributable to the Company
|
$
|
141,431
|
|
|
$
|
(96,072
|
)
|
|
$
|
(9,590
|
)
|
|
$
|
(48,460
|
)
|
|
$
|
(183,112
|
)
|
(1)
|
We recorded non-cash impairment charges of
$7.3 million
,
$21.6 million
,
$3.5 million
,
$13.2 million
and
$37.7 million
during
2016
,
2015
,
2014
,
2013
and
2012
, 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
|
$
|
0.39
|
|
|
$
|
(0.27
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.54
|
)
|
Weighted average common shares
|
360,294
|
|
|
359,508
|
|
|
358,565
|
|
|
357,662
|
|
|
356,915
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted
|
$
|
0.39
|
|
|
$
|
(0.27
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.54
|
)
|
Weighted average common shares
|
361,612
|
|
|
359,508
|
|
|
358,565
|
|
|
357,662
|
|
|
356,915
|
|
(In thousands)
|
As of December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
$
|
1,341,435
|
|
|
$
|
1,567,697
|
|
|
$
|
1,056,030
|
|
|
$
|
1,214,143
|
|
|
$
|
1,501,346
|
|
Property, plant and equipment, net
|
1,412,833
|
|
|
1,627,986
|
|
|
1,905,651
|
|
|
2,081,098
|
|
|
2,207,744
|
|
|||||
Total assets
|
5,718,828
|
|
|
6,306,788
|
|
|
6,296,629
|
|
|
6,685,069
|
|
|
7,034,032
|
|
|||||
Current liabilities
|
641,718
|
|
|
920,613
|
|
|
717,829
|
|
|
773,590
|
|
|
811,405
|
|
|||||
Long-term debt, net of current maturities
|
5,110,020
|
|
|
5,106,513
|
|
|
4,880,526
|
|
|
4,861,357
|
|
|
4,869,692
|
|
|||||
Stockholders’ equity (deficit)
|
(932,788
|
)
|
|
(569,667
|
)
|
|
(140,941
|
)
|
|
160,108
|
|
|
446,089
|
|
•
|
Consolidated revenue
decreased
$103.8 million
during
2016
compared to
2015
. Excluding a
$47.6 million
impact from movements in foreign exchange rates, consolidated revenue
decreased
$56.2 million
during
2016
compared to
2015
.
|
•
|
We sold nine non-strategic U.S. markets in the first quarter of 2016. We sold our businesses in Turkey and Australia in the second and fourth quarters of 2016, respectively. The markets had total revenues of
$123.5 million
in 2016 and
$248.9 million
in 2015 and we realized a net gain of $349.3 million on the sales of the markets.
|
•
|
We spent
$13.0 million
on strategic revenue and efficiency initiatives during
2016
to realign and improve our on-going business operations—
a decrease
of
$7.3 million
compared to
2015
.
|
(In thousands)
|
Years Ended December 31,
|
|
%
|
||||||
|
2016
|
|
2015
|
|
Change
|
||||
Revenue
|
$
|
2,702,395
|
|
|
$
|
2,806,204
|
|
|
(3.7)%
|
Operating expenses:
|
|
|
|
|
|
||||
Direct operating expenses (excludes depreciation and amortization)
|
1,435,569
|
|
|
1,494,902
|
|
|
(4.0)%
|
||
Selling, general and administrative expenses (excludes depreciation and amortization)
|
515,202
|
|
|
531,504
|
|
|
(3.1)%
|
||
Corporate expenses (excludes depreciation and amortization)
|
117,383
|
|
|
116,380
|
|
|
0.9%
|
||
Depreciation and amortization
|
344,124
|
|
|
375,962
|
|
|
(8.5)%
|
||
Impairment charges
|
7,274
|
|
|
21,631
|
|
|
(66.4)%
|
||
Other operating income (expense), net
|
354,688
|
|
|
(4,824
|
)
|
|
(7,452.6)%
|
||
Operating income
|
637,531
|
|
|
261,001
|
|
|
144.3%
|
||
Interest expense
|
374,892
|
|
|
355,669
|
|
|
|
||
Interest income on Due from iHeartCommunications
|
50,309
|
|
|
61,439
|
|
|
|
||
Equity in earnings (loss) of nonconsolidated affiliates
|
(1,689
|
)
|
|
(289
|
)
|
|
|
||
Other income, net
|
(70,151
|
)
|
|
12,387
|
|
|
|
||
Income (loss) before income taxes
|
241,108
|
|
|
(21,131
|
)
|
|
|
||
Income tax expense
|
(76,675
|
)
|
|
(50,177
|
)
|
|
|
||
Consolidated net income (loss)
|
164,433
|
|
|
(71,308
|
)
|
|
|
||
Less amount attributable to noncontrolling interest
|
23,002
|
|
|
24,764
|
|
|
|
||
Net income (loss) attributable to the Company
|
$
|
141,431
|
|
|
$
|
(96,072
|
)
|
|
|
(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
|
$
|
1,423,982
|
|
|
$
|
1,457,183
|
|
|
(2.3)%
|
Direct operating expenses
|
865,259
|
|
|
897,520
|
|
|
(3.6)%
|
||
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,
|
|
%
|
||||||
|
2015
|
|
2014
|
|
Change
|
||||
Revenue
|
$
|
2,806,204
|
|
|
$
|
2,961,259
|
|
|
(5.2)%
|
Operating expenses:
|
|
|
|
|
|
||||
Direct operating expenses (excludes depreciation and amortization)
|
1,494,902
|
|
|
1,596,888
|
|
|
(6.4)%
|
||
Selling, general and administrative expenses (excludes depreciation and amortization)
|
531,504
|
|
|
548,519
|
|
|
(3.1)%
|
||
Corporate expenses (excludes depreciation and amortization)
|
116,380
|
|
|
130,894
|
|
|
(11.1)%
|
||
Depreciation and amortization
|
375,962
|
|
|
406,243
|
|
|
(7.5)%
|
||
Impairment charges
|
21,631
|
|
|
3,530
|
|
|
512.8%
|
||
Other operating (expense) income, net
|
(4,824
|
)
|
|
7,259
|
|
|
(166.5)%
|
||
Operating income
|
261,001
|
|
|
282,444
|
|
|
(7.6)%
|
||
Interest expense
|
355,669
|
|
|
353,265
|
|
|
|
||
Interest income on Due from iHeartCommunications
|
61,439
|
|
|
60,179
|
|
|
|
||
Equity in earnings (loss) of nonconsolidated affiliates
|
(289
|
)
|
|
3,789
|
|
|
|
||
Other income, net
|
12,387
|
|
|
15,185
|
|
|
|
||
Loss before income taxes
|
(21,131
|
)
|
|
8,332
|
|
|
|
||
Income tax benefit (expense)
|
(50,177
|
)
|
|
8,787
|
|
|
|
||
Consolidated loss
|
(71,308
|
)
|
|
17,119
|
|
|
|
||
Less amount attributable to noncontrolling interest
|
24,764
|
|
|
26,709
|
|
|
|
||
Net loss attributable to the Company
|
$
|
(96,072
|
)
|
|
$
|
(9,590
|
)
|
|
|
(In thousands)
|
Years Ended December 31,
|
|
%
|
||||||
|
2015
|
|
2014
|
|
Change
|
||||
Revenue
|
$
|
1,349,021
|
|
|
$
|
1,350,623
|
|
|
(0.1)%
|
Direct operating expenses
|
597,382
|
|
|
605,771
|
|
|
(1.4)%
|
||
SG&A expenses
|
233,254
|
|
|
233,641
|
|
|
(0.2)%
|
||
Depreciation and amortization
|
204,514
|
|
|
203,928
|
|
|
0.3%
|
||
Operating income
|
$
|
313,871
|
|
|
$
|
307,283
|
|
|
2.1%
|
(In thousands)
|
Years Ended December 31,
|
|
%
|
||||||
|
2015
|
|
2014
|
|
Change
|
||||
Revenue
|
$
|
1,457,183
|
|
|
$
|
1,610,636
|
|
|
(9.5)%
|
Direct operating expenses
|
897,520
|
|
|
991,117
|
|
|
(9.4)%
|
||
SG&A expenses
|
298,250
|
|
|
314,878
|
|
|
(5.3)%
|
||
Depreciation and amortization
|
166,060
|
|
|
198,143
|
|
|
(16.2)%
|
||
Operating income
|
$
|
95,353
|
|
|
$
|
106,498
|
|
|
(10.5)%
|
(In thousands)
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Americas Outdoor Advertising
|
$
|
297,034
|
|
|
313,871
|
|
|
307,283
|
|
||
International Outdoor Advertising
|
116,178
|
|
|
95,353
|
|
|
106,498
|
|
|||
Impairment charges
|
(7,274
|
)
|
|
(21,631
|
)
|
|
(3,530
|
)
|
|||
Corporate and other
(1)
|
(123,095
|
)
|
|
(121,768
|
)
|
|
(135,066
|
)
|
|||
Other operating income, net
|
354,688
|
|
|
(4,824
|
)
|
|
7,259
|
|
|||
Consolidated operating income
|
$
|
637,531
|
|
|
$
|
261,001
|
|
|
$
|
282,444
|
|
(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,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash provided by (used for):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
310,293
|
|
|
$
|
298,933
|
|
|
$
|
348,423
|
|
Investing activities
|
$
|
551,499
|
|
|
$
|
(257,725
|
)
|
|
$
|
(206,431
|
)
|
Financing activities
|
$
|
(726,499
|
)
|
|
$
|
199,054
|
|
|
$
|
(261,309
|
)
|
|
December 31,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
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
|
—
|
|
|
—
|
|
||
Clear Channel International B.V. Senior Notes due 2020
|
225.0
|
|
|
225.0
|
|
||
Other debt
|
14.8
|
|
|
19.0
|
|
||
Original issue discount
|
(6.7
|
)
|
|
(7.8
|
)
|
||
Long-term debt fees
|
(41.1
|
)
|
|
(50.4
|
)
|
||
Total debt
|
5,117.0
|
|
|
5,110.8
|
|
||
Less: Cash and cash equivalents
|
542.0
|
|
|
412.7
|
|
||
Less: Due from iHeartCommunications
|
885.7
|
|
|
930.8
|
|
||
|
$
|
3,689.3
|
|
|
$
|
3,767.3
|
|
•
|
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, 2016
|
||
EBITDA
(as defined by the CCWH Senior Notes indentures)
|
$
|
661.2
|
|
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
|
(15.3
|
)
|
|
Extraordinary, non-recurring or unusual gains or losses or expenses (as referenced in the definition of EBITDA in the CCWH Senior Notes indentures)
|
(9.8
|
)
|
|
Non-cash charges
|
(10.5
|
)
|
|
Other items
|
18.4
|
|
|
Less: Depreciation and amortization, Impairment charges, Other operating income, net and Share-based compensation expense
|
(6.5
|
)
|
|
Operating income
|
637.5
|
|
|
Plus: Depreciation and amortization, Impairment charges, Gain (loss) on disposal of operating and fixed assets and Share-based compensation expense
|
(1.8
|
)
|
|
Less: Interest expense
|
(374.9
|
)
|
|
Plus: Interest income on Due from iHeartCommunications
|
50.3
|
|
|
Less: Current income tax expense
|
(45.3
|
)
|
|
Plus: Other income, net
|
(70.7
|
)
|
|
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)
|
90.7
|
|
|
Change in assets and liabilities, net of assets acquired and liabilities assumed
|
24.5
|
|
|
Net cash provided by operating activities
|
$
|
310.3
|
|
•
|
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,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Americas advertising
|
$
|
81.4
|
|
|
$
|
82.2
|
|
|
$
|
109.7
|
|
International advertising
|
143.8
|
|
|
132.6
|
|
|
117.5
|
|
|||
Corporate
|
4.6
|
|
|
3.5
|
|
|
4.0
|
|
|||
Total capital expenditures
|
$
|
229.8
|
|
|
$
|
218.3
|
|
|
$
|
231.2
|
|
(In thousands)
|
Payments due by Period
|
||||||||||||||||||
Contractual Obligations
|
Total
|
|
2017
|
|
2018-2019
|
|
2020-2021
|
|
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
|
225,000
|
|
|
—
|
|
|
—
|
|
|
225,000
|
|
|
—
|
|
|||||
Other Long-term Debt
|
14,798
|
|
|
6,972
|
|
|
928
|
|
|
644
|
|
|
6,254
|
|
|||||
Interest payments on long-term debt
(1)
|
1,658
|
|
|
368
|
|
|
732
|
|
|
460
|
|
|
98
|
|
|||||
Non-cancelable operating leases
|
2,556,307
|
|
|
335,574
|
|
|
554,757
|
|
|
454,936
|
|
|
1,211,040
|
|
|||||
Non-cancelable contracts
|
1,745,506
|
|
|
363,137
|
|
|
555,692
|
|
|
415,443
|
|
|
411,234
|
|
|||||
Employment contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Capital expenditures
|
77,716
|
|
|
49,618
|
|
|
11,797
|
|
|
4,059
|
|
|
12,242
|
|
|||||
Unrecognized tax benefits
(2)
|
23,772
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,772
|
|
|||||
Other long-term obligations
(3)
|
235,539
|
|
|
(1,109
|
)
|
|
10,864
|
|
|
19,880
|
|
|
205,904
|
|
|||||
Total
|
$
|
11,172,278
|
|
|
$
|
1,084,723
|
|
|
$
|
1,737,431
|
|
|
$
|
3,742,285
|
|
|
$
|
4,607,839
|
|
(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 $39.5 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 $55.5 million related to retirement plans and $140.7 million related to other long-term obligations with a specific maturity.
|
(In thousands)
|
|
|
|
|
|
|
||||||
Description
|
|
Revenue growth rate
|
|
Profit margin
|
|
Discount rate
|
||||||
Billboard permits
|
|
$
|
1,138,600
|
|
|
$
|
162,800
|
|
|
$
|
1,162,700
|
|
(In thousands)
|
December 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
CURRENT ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
541,995
|
|
|
$
|
412,743
|
|
Accounts receivable, net of allowance of $22,398 in 2016 and $25,348 in 2015
|
593,070
|
|
|
697,583
|
|
||
Prepaid expenses
|
111,569
|
|
|
127,730
|
|
||
Assets held for sale
|
55,602
|
|
|
295,075
|
|
||
Other current assets
|
39,199
|
|
|
34,566
|
|
||
Total Current Assets
|
1,341,435
|
|
|
1,567,697
|
|
||
PROPERTY, PLANT AND EQUIPMENT
|
|
|
|
||||
Structures, net
|
1,196,676
|
|
|
1,391,880
|
|
||
Other property, plant and equipment, net
|
216,157
|
|
|
236,106
|
|
||
INTANGIBLE ASSETS AND GOODWILL
|
|
|
|
||||
Indefinite-lived intangibles
|
960,966
|
|
|
971,327
|
|
||
Other intangibles, net
|
299,617
|
|
|
342,864
|
|
||
Goodwill
|
696,263
|
|
|
758,575
|
|
||
OTHER ASSETS
|
|
|
|
||||
Due from iHeartCommunications
|
885,701
|
|
|
930,799
|
|
||
Other assets
|
122,013
|
|
|
107,540
|
|
||
Total Assets
|
$
|
5,718,828
|
|
|
$
|
6,306,788
|
|
CURRENT LIABILITIES
|
|
|
|
||||
Accounts payable
|
$
|
86,870
|
|
|
$
|
100,210
|
|
Accrued expenses
|
480,872
|
|
|
507,665
|
|
||
Dividends payable
|
—
|
|
|
217,017
|
|
||
Deferred income
|
67,005
|
|
|
91,411
|
|
||
Current portion of long-term debt
|
6,971
|
|
|
4,310
|
|
||
Total Current Liabilities
|
641,718
|
|
|
920,613
|
|
||
Long-term debt
|
5,110,020
|
|
|
5,106,513
|
|
||
Deferred tax liability
|
640,567
|
|
|
608,910
|
|
||
Other long-term liabilities
|
259,311
|
|
|
240,419
|
|
||
STOCKHOLDERS’ DEFICIT
|
|
|
|
||||
Noncontrolling interest
|
149,886
|
|
|
187,775
|
|
||
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 47,947,123 and 46,661,114 shares in 2016 and 2015, respectively
|
479
|
|
|
467
|
|
||
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
|
3,431,667
|
|
|
3,961,515
|
|
||
Accumulated deficit
|
(4,127,206
|
)
|
|
(4,268,637
|
)
|
||
Accumulated other comprehensive loss
|
(386,658
|
)
|
|
(451,833
|
)
|
||
Cost of shares (633,851 in 2016 and 233,868 in 2015) held in treasury
|
(4,106
|
)
|
|
(2,104
|
)
|
||
Total Stockholders’ Deficit
|
(932,788
|
)
|
|
(569,667
|
)
|
||
Total Liabilities and Stockholders’ Deficit
|
$
|
5,718,828
|
|
|
$
|
6,306,788
|
|
(In thousands, except per share data)
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue
|
$
|
2,702,395
|
|
|
$
|
2,806,204
|
|
|
$
|
2,961,259
|
|
Operating expenses:
|
|
|
|
|
|
||||||
Direct operating expenses (excludes depreciation and amortization)
|
1,435,569
|
|
|
1,494,902
|
|
|
1,596,888
|
|
|||
Selling, general and administrative expenses (excludes depreciation and amortization)
|
515,202
|
|
|
531,504
|
|
|
548,519
|
|
|||
Corporate expenses (excludes depreciation and amortization)
|
117,383
|
|
|
116,380
|
|
|
130,894
|
|
|||
Depreciation and amortization
|
344,124
|
|
|
375,962
|
|
|
406,243
|
|
|||
Impairment charges
|
7,274
|
|
|
21,631
|
|
|
3,530
|
|
|||
Other operating income (expense), net
|
354,688
|
|
|
(4,824
|
)
|
|
7,259
|
|
|||
Operating income
|
637,531
|
|
|
261,001
|
|
|
282,444
|
|
|||
Interest expense
|
374,892
|
|
|
355,669
|
|
|
353,265
|
|
|||
Interest income on Due from iHeartCommunications
|
50,309
|
|
|
61,439
|
|
|
60,179
|
|
|||
Equity in earnings (loss) of nonconsolidated affiliates
|
(1,689
|
)
|
|
(289
|
)
|
|
3,789
|
|
|||
Other income (expense), net
|
(70,151
|
)
|
|
12,387
|
|
|
15,185
|
|
|||
Income (loss) before income taxes
|
241,108
|
|
|
(21,131
|
)
|
|
8,332
|
|
|||
Income tax benefit (expense)
|
(76,675
|
)
|
|
(50,177
|
)
|
|
8,787
|
|
|||
Consolidated net income (loss)
|
164,433
|
|
|
(71,308
|
)
|
|
17,119
|
|
|||
Less amount attributable to noncontrolling interest
|
23,002
|
|
|
24,764
|
|
|
26,709
|
|
|||
Net income (loss) attributable to the Company
|
$
|
141,431
|
|
|
$
|
(96,072
|
)
|
|
$
|
(9,590
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
22,408
|
|
|
(112,729
|
)
|
|
(123,104
|
)
|
|||
Unrealized holding gain (loss) on marketable securities
|
(576
|
)
|
|
553
|
|
|
327
|
|
|||
Other adjustments to comprehensive income (loss)
|
(11,814
|
)
|
|
(10,266
|
)
|
|
(11,438
|
)
|
|||
Reclassification adjustments
|
46,730
|
|
|
808
|
|
|
8
|
|
|||
Other comprehensive income (loss)
|
56,748
|
|
|
(121,634
|
)
|
|
(134,207
|
)
|
|||
Comprehensive income (loss)
|
198,179
|
|
|
(217,706
|
)
|
|
(143,797
|
)
|
|||
Less amount attributable to noncontrolling interest
|
(8,427
|
)
|
|
(11,154
|
)
|
|
(6,426
|
)
|
|||
Comprehensive income (loss) attributable to the Company
|
$
|
206,606
|
|
|
$
|
(206,552
|
)
|
|
$
|
(137,371
|
)
|
Net income (loss) attributable to the Company per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.39
|
|
|
$
|
(0.27
|
)
|
|
$
|
(0.03
|
)
|
Weighted average common shares outstanding – Basic
|
360,294
|
|
|
359,508
|
|
|
358,565
|
|
|||
Diluted
|
$
|
0.39
|
|
|
$
|
(0.27
|
)
|
|
$
|
(0.03
|
)
|
Weighted average common shares outstanding – Diluted
|
361,612
|
|
|
359,508
|
|
|
358,565
|
|
(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, 2013 |
44,117,843
|
|
|
315,000,000
|
|
|
$
|
202,046
|
|
|
$
|
3,591
|
|
|
$
|
4,332,045
|
|
|
$
|
(4,162,975
|
)
|
|
$
|
(213,572
|
)
|
|
$
|
(1,027
|
)
|
|
$
|
160,108
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
26,709
|
|
|
—
|
|
|
—
|
|
|
(9,590
|
)
|
|
—
|
|
|
—
|
|
|
17,119
|
|
|||||||
Exercise of stock options and other
|
1,113,439
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
2,390
|
|
|
—
|
|
|
—
|
|
|
(165
|
)
|
|
2,236
|
|
|||||||
Share-based payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,743
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,743
|
|
|||||||
Dividends and other payments to noncontrolling interests
|
—
|
|
|
—
|
|
|
(18,995
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,995
|
)
|
|||||||
Dividends declared and paid ($0.4865/share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(175,022
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(175,022
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(6,426
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(127,781
|
)
|
|
—
|
|
|
(134,207
|
)
|
|||||||
Balances at
December 31, 2014 |
45,231,282
|
|
|
315,000,000
|
|
|
$
|
203,334
|
|
|
$
|
3,602
|
|
|
$
|
4,167,233
|
|
|
$
|
(4,172,565
|
)
|
|
$
|
(341,353
|
)
|
|
$
|
(1,192
|
)
|
|
$
|
(140,941
|
)
|
Net income (loss)
|
—
|
|
|
—
|
|
|
24,764
|
|
|
—
|
|
|
—
|
|
|
(96,072
|
)
|
|
—
|
|
|
—
|
|
|
(71,308
|
)
|
|||||||
Exercise of stock options and other
|
1,429,832
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
3,783
|
|
|
—
|
|
|
—
|
|
|
(912
|
)
|
|
2,886
|
|
|||||||
Share-based payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,359
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,359
|
|
|||||||
Dividends and other payments to noncontrolling interests
|
—
|
|
|
—
|
|
|
(30,870
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,870
|
)
|
|||||||
Dividends declared ($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
|
|
|
$
|
3,961,515
|
|
|
$
|
(4,268,637
|
)
|
|
$
|
(451,833
|
)
|
|
$
|
(2,104
|
)
|
|
$
|
(569,667
|
)
|
Net income (loss)
|
—
|
|
|
—
|
|
|
23,002
|
|
|
—
|
|
|
—
|
|
|
141,431
|
|
|
—
|
|
|
—
|
|
|
164,433
|
|
|||||||
Exercise of stock options and other
|
1,286,009
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
624
|
|
|
—
|
|
|
—
|
|
|
(2,002
|
)
|
|
(1,366
|
)
|
|||||||
Share-based payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,238
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,238
|
|
|||||||
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 loss
|
—
|
|
|
—
|
|
|
(8,427
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65,175
|
|
|
—
|
|
|
56,748
|
|
|||||||
Balances at
December 31, 2016 |
47,947,123
|
|
|
315,000,000
|
|
|
$
|
149,886
|
|
|
$
|
3,629
|
|
|
$
|
3,431,667
|
|
|
$
|
(4,127,206
|
)
|
|
$
|
(386,658
|
)
|
|
$
|
(4,106
|
)
|
|
$
|
(932,788
|
)
|
(In thousands)
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Consolidated net income (loss)
|
$
|
164,433
|
|
|
$
|
(71,308
|
)
|
|
$
|
17,119
|
|
Reconciling items:
|
|
|
|
|
|
||||||
Impairment charges
|
7,274
|
|
|
21,631
|
|
|
3,530
|
|
|||
Depreciation and amortization
|
344,124
|
|
|
375,962
|
|
|
406,243
|
|
|||
Deferred taxes
|
31,333
|
|
|
3,539
|
|
|
(33,569
|
)
|
|||
Provision for doubtful accounts
|
10,659
|
|
|
13,384
|
|
|
7,150
|
|
|||
Amortization of deferred financing charges and note discounts, net
|
10,572
|
|
|
8,770
|
|
|
8,660
|
|
|||
Share-based compensation
|
10,238
|
|
|
8,359
|
|
|
7,743
|
|
|||
Gain on disposal of operating and other assets
|
(363,485
|
)
|
|
(5,468
|
)
|
|
(7,801
|
)
|
|||
Equity in (earnings) loss of nonconsolidated affiliates
|
1,689
|
|
|
289
|
|
|
(3,789
|
)
|
|||
Other reconciling items, net
|
68,933
|
|
|
(13,440
|
)
|
|
(14,461
|
)
|
|||
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
|
|
||||||
(Increase) decrease in accounts receivable
|
30,308
|
|
|
(56,580
|
)
|
|
(38,618
|
)
|
|||
(Increase) decrease in prepaid expenses and other current assets
|
(15,578
|
)
|
|
(1,728
|
)
|
|
5,982
|
|
|||
Increase in accrued expenses
|
25,518
|
|
|
4,565
|
|
|
18,312
|
|
|||
Increase (decrease) in accounts payable
|
(3,797
|
)
|
|
30,642
|
|
|
(4,460
|
)
|
|||
Increase (decrease) in accrued interest
|
194
|
|
|
(4,072
|
)
|
|
811
|
|
|||
Increase (decrease) in deferred income
|
(18,119
|
)
|
|
2,549
|
|
|
(5,370
|
)
|
|||
Changes in other operating assets and liabilities
|
5,997
|
|
|
(18,161
|
)
|
|
(19,059
|
)
|
|||
Net cash provided by operating activities
|
310,293
|
|
|
298,933
|
|
|
348,423
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(229,772
|
)
|
|
(218,332
|
)
|
|
(231,169
|
)
|
|||
Proceeds from disposal of assets
|
808,194
|
|
|
11,264
|
|
|
12,861
|
|
|||
Purchases of other operating assets
|
(2,244
|
)
|
|
(23,640
|
)
|
|
(912
|
)
|
|||
Proceeds from sale of investment securities
|
781
|
|
|
—
|
|
|
15,834
|
|
|||
Purchases of businesses
|
—
|
|
|
(24,701
|
)
|
|
339
|
|
|||
Change in other, net
|
(25,460
|
)
|
|
(2,316
|
)
|
|
(3,384
|
)
|
|||
Net cash provided by (used for) investing activities
|
551,499
|
|
|
(257,725
|
)
|
|
(206,431
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Draws on credit facilities
|
—
|
|
|
—
|
|
|
3,010
|
|
|||
Payments on credit facilities
|
(2,100
|
)
|
|
(3,849
|
)
|
|
(3,682
|
)
|
|||
Proceeds from long-term debt
|
6,856
|
|
|
222,777
|
|
|
—
|
|
|||
Payments on long-term debt
|
(2,334
|
)
|
|
(56
|
)
|
|
(48
|
)
|
|||
Net transfers from (to) iHeartCommunications
|
45,099
|
|
|
17,007
|
|
|
(68,804
|
)
|
|||
Dividends and other payments to noncontrolling interests
|
(16,917
|
)
|
|
(30,870
|
)
|
|
(18,995
|
)
|
|||
Dividends paid
|
(755,538
|
)
|
|
—
|
|
|
(175,022
|
)
|
|||
Deferred financing charges
|
(199
|
)
|
|
(8,606
|
)
|
|
(4
|
)
|
|||
Change in other, net
|
(1,366
|
)
|
|
2,651
|
|
|
2,236
|
|
|||
Net cash provided by (used for) financing activities
|
(726,499
|
)
|
|
199,054
|
|
|
(261,309
|
)
|
|||
Effect of exchange rate changes on cash
|
(6,041
|
)
|
|
(13,723
|
)
|
|
(9,024
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
129,252
|
|
|
226,539
|
|
|
(128,341
|
)
|
|||
Cash and cash equivalents at beginning of year
|
412,743
|
|
|
186,204
|
|
|
314,545
|
|
|||
Cash and cash equivalents at end of year
|
$
|
541,995
|
|
|
$
|
412,743
|
|
|
$
|
186,204
|
|
SUPPLEMENTAL DISCLOSURES:
|
|
|
|
|
|
||||||
Cash paid during the year for interest
|
$
|
368,051
|
|
|
$
|
356,021
|
|
|
$
|
347,786
|
|
Cash paid during the year for income taxes
|
40,185
|
|
|
43,781
|
|
|
43,275
|
|
(In thousands)
|
December 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
Land, buildings and improvements
|
$
|
152,775
|
|
|
$
|
167,739
|
|
Structures
|
2,684,673
|
|
|
2,824,794
|
|
||
Furniture and other equipment
|
148,516
|
|
|
156,046
|
|
||
Construction in progress
|
58,585
|
|
|
54,701
|
|
||
|
3,044,549
|
|
|
3,203,280
|
|
||
Less: accumulated depreciation
|
1,631,716
|
|
|
1,575,294
|
|
||
Property, plant and equipment, net
|
$
|
1,412,833
|
|
|
$
|
1,627,986
|
|
(In thousands)
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
||||||||
Transit, street furniture and other outdoor
contractual rights
|
$
|
563,863
|
|
|
$
|
(426,752
|
)
|
|
$
|
635,772
|
|
|
$
|
(457,060
|
)
|
Permanent easements
|
159,782
|
|
|
—
|
|
|
156,349
|
|
|
—
|
|
||||
Other
|
4,536
|
|
|
(1,812
|
)
|
|
9,687
|
|
|
(1,884
|
)
|
||||
Total
|
$
|
728,181
|
|
|
$
|
(428,564
|
)
|
|
$
|
801,808
|
|
|
$
|
(458,944
|
)
|
(In thousands)
|
|
||
2017
|
$
|
26,934
|
|
2018
|
19,907
|
|
|
2019
|
15,468
|
|
|
2020
|
13,204
|
|
|
2021
|
13,721
|
|
(In thousands)
|
Americas
|
|
International
|
|
Consolidated
|
||||||
Balance as of December 31, 2014
|
$
|
584,574
|
|
|
$
|
232,538
|
|
|
$
|
817,112
|
|
Acquisitions
|
—
|
|
|
10,998
|
|
|
10,998
|
|
|||
Foreign currency
|
(709
|
)
|
|
(19,644
|
)
|
|
(20,353
|
)
|
|||
Assets held for sale
|
(49,182
|
)
|
|
—
|
|
|
(49,182
|
)
|
|||
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
|
|
(In thousands)
|
Years Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Beginning balance
|
$
|
45,125
|
|
|
$
|
48,161
|
|
Adjustment due to changes in estimates
|
(5,431
|
)
|
|
2,024
|
|
||
Accretion of liability
|
4,863
|
|
|
546
|
|
||
Liabilities settled
|
(4,104
|
)
|
|
(2,720
|
)
|
||
Foreign Currency
|
(1,002
|
)
|
|
(2,886
|
)
|
||
Ending balance
|
$
|
39,451
|
|
|
$
|
45,125
|
|
(In thousands)
|
December 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
Clear Channel Worldwide Holdings Notes
|
$
|
4,925,000
|
|
|
$
|
4,925,000
|
|
Clear Channel International B.V. Senior Notes
|
225,000
|
|
|
225,000
|
|
||
Senior revolving credit facility due 2018
|
—
|
|
|
—
|
|
||
Other debt
|
14,798
|
|
|
19,003
|
|
||
Original issue discount
|
(6,738
|
)
|
|
(7,769
|
)
|
||
Long-term debt fees
|
(41,069
|
)
|
|
(50,411
|
)
|
||
Total debt
|
$
|
5,116,991
|
|
|
$
|
5,110,823
|
|
Less: current portion
|
6,971
|
|
|
4,310
|
|
||
Total long-term debt
|
$
|
5,110,020
|
|
|
$
|
5,106,513
|
|
(In thousands)
|
Maturity Date
|
|
Interest Rate
|
|
Interest Payment Terms
|
|
12/31/2016
|
|
12/31/2015
|
||||
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
|
|
225,000
|
|
|
225,000
|
|
||
Total Senior Notes
|
|
|
|
|
|
|
$
|
5,150,000
|
|
|
$
|
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.
|
(1)
|
Excludes original issue discount and long-term debt fees of
$6.7 million
and
$41.1 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
|
||||||
2017
|
$
|
335,574
|
|
|
$
|
363,137
|
|
|
$
|
49,618
|
|
2018
|
289,525
|
|
|
293,279
|
|
|
7,348
|
|
|||
2019
|
265,232
|
|
|
262,413
|
|
|
4,449
|
|
|||
2020
|
239,517
|
|
|
224,343
|
|
|
1,962
|
|
|||
2021
|
215,419
|
|
|
191,100
|
|
|
2,097
|
|
|||
Thereafter
|
1,211,040
|
|
|
411,234
|
|
|
12,242
|
|
|||
Total
|
$
|
2,556,307
|
|
|
$
|
1,745,506
|
|
|
$
|
77,716
|
|
(In thousands)
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Current - federal
|
$
|
—
|
|
|
$
|
(270
|
)
|
|
$
|
2,001
|
|
Current - foreign
|
(43,611
|
)
|
|
(45,322
|
)
|
|
(26,281
|
)
|
|||
Current - state
|
(1,731
|
)
|
|
(1,046
|
)
|
|
(502
|
)
|
|||
Total current expense
|
(45,342
|
)
|
|
(46,638
|
)
|
|
(24,782
|
)
|
|||
|
|
|
|
|
|
||||||
Deferred - federal
|
(89,068
|
)
|
|
(8,259
|
)
|
|
26,744
|
|
|||
Deferred - foreign
|
56,759
|
|
|
5,282
|
|
|
4,307
|
|
|||
Deferred - state
|
976
|
|
|
(562
|
)
|
|
2,518
|
|
|||
Total deferred benefit (expense)
|
(31,333
|
)
|
|
(3,539
|
)
|
|
33,569
|
|
|||
Income tax benefit (expense)
|
$
|
(76,675
|
)
|
|
$
|
(50,177
|
)
|
|
$
|
8,787
|
|
(In thousands)
|
December 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Intangibles and fixed assets
|
$
|
800,144
|
|
|
$
|
927,779
|
|
Equity in earnings
|
2,816
|
|
|
2,374
|
|
||
Other
|
16,971
|
|
|
16,036
|
|
||
Total deferred tax liabilities
|
819,931
|
|
|
946,189
|
|
||
Deferred tax assets:
|
|
|
|
||||
Accrued expenses
|
19,458
|
|
|
17,121
|
|
||
Net operating loss carryforwards
|
257,613
|
|
|
472,975
|
|
||
Bad debt reserves
|
3,364
|
|
|
3,256
|
|
||
Other
|
36,266
|
|
|
29,006
|
|
||
Total deferred tax assets
|
316,701
|
|
|
522,358
|
|
||
Less: Valuation allowance
|
137,337
|
|
|
185,079
|
|
||
Net deferred tax assets
|
179,364
|
|
|
337,279
|
|
||
Net deferred tax liabilities
|
$
|
640,567
|
|
|
$
|
608,910
|
|
(In thousands)
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
US
|
$
|
182,311
|
|
|
$
|
(69,676
|
)
|
|
$
|
(87,120
|
)
|
Foreign
|
58,797
|
|
|
48,545
|
|
|
95,452
|
|
|||
Total income (loss) before income taxes
|
$
|
241,108
|
|
|
$
|
(21,131
|
)
|
|
$
|
8,332
|
|
(In thousands)
|
Years Ended December 31,
|
||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
Income tax benefit (expense) at statutory rates
|
$
|
(84,388
|
)
|
|
35.0%
|
|
$
|
7,396
|
|
|
35.0%
|
|
$
|
(2,916
|
)
|
|
35.0%
|
State income taxes, net of federal tax effect
|
(4,602
|
)
|
|
1.9%
|
|
2,238
|
|
|
10.6%
|
|
2,016
|
|
|
(24.2)%
|
|||
Foreign income taxes
|
(20,725
|
)
|
|
8.6%
|
|
(23,062
|
)
|
|
(109.1)%
|
|
11,434
|
|
|
(137.3)%
|
|||
Nondeductible items
|
(687
|
)
|
|
0.3%
|
|
(754
|
)
|
|
(3.6)%
|
|
(722
|
)
|
|
8.7%
|
|||
Changes in valuation allowance and other estimates
|
34,597
|
|
|
(14.4)%
|
|
(33,684
|
)
|
|
(159.4)%
|
|
2,941
|
|
|
(35.3)%
|
|||
Other, net
|
(870
|
)
|
|
0.4%
|
|
(2,311
|
)
|
|
(11.0)%
|
|
(3,966
|
)
|
|
47.6%
|
|||
Income tax benefit (expense)
|
$
|
(76,675
|
)
|
|
31.8%
|
|
$
|
(50,177
|
)
|
|
(237.5)%
|
|
$
|
8,787
|
|
|
(105.5)%
|
(In thousands)
|
|
Years Ended December 31,
|
||||||
Unrecognized Tax Benefits
|
|
2016
|
|
2015
|
||||
Balance at beginning of period
|
|
$
|
39,908
|
|
|
$
|
39,143
|
|
Increases for tax position taken in the current year
|
|
6,996
|
|
|
6,311
|
|
||
Increases for tax positions taken in previous years
|
|
2,199
|
|
|
1,025
|
|
||
Decreases for tax position taken in previous years
|
|
(6,148
|
)
|
|
(2,009
|
)
|
||
Decreases due to settlements with tax authorities
|
|
(717
|
)
|
|
(689
|
)
|
||
Decreases due to lapse of statute of limitations
|
|
(5,906
|
)
|
|
(3,873
|
)
|
||
Balance at end of period
|
|
$
|
36,332
|
|
|
$
|
39,908
|
|
(In thousands)
|
The Company
|
|
Noncontrolling
Interests
|
|
Consolidated
|
||||||
Balances as of January 1, 2016
|
$
|
(757,442
|
)
|
|
$
|
187,775
|
|
|
$
|
(569,667
|
)
|
Net income
|
141,431
|
|
|
23,002
|
|
|
164,433
|
|
|||
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
|
10,238
|
|
|
—
|
|
|
10,238
|
|
|||
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
|
$
|
(1,082,674
|
)
|
|
$
|
149,886
|
|
|
$
|
(932,788
|
)
|
|
|
|
|
|
|
||||||
Balance as of January 1, 2015
|
$
|
(344,275
|
)
|
|
$
|
203,334
|
|
|
$
|
(140,941
|
)
|
Net income (loss)
|
(96,072
|
)
|
|
24,764
|
|
|
(71,308
|
)
|
|||
Dividends declared
|
(217,796
|
)
|
|
—
|
|
|
(217,796
|
)
|
|||
Dividends and other payments to noncontrolling interests
|
—
|
|
|
(30,870
|
)
|
|
(30,870
|
)
|
|||
Share-based compensation
|
8,359
|
|
|
—
|
|
|
8,359
|
|
|||
Foreign currency translation adjustments
|
(101,575
|
)
|
|
(11,154
|
)
|
|
(112,729
|
)
|
|||
Unrealized holding gain on marketable securities
|
553
|
|
|
—
|
|
|
553
|
|
|||
Other adjustments to comprehensive loss
|
(10,266
|
)
|
|
—
|
|
|
(10,266
|
)
|
|||
Reclassifications
|
808
|
|
|
—
|
|
|
808
|
|
|||
Other, net
|
2,822
|
|
|
1,701
|
|
|
4,523
|
|
|||
Balances as of December 31, 2015
|
$
|
(757,442
|
)
|
|
$
|
187,775
|
|
|
$
|
(569,667
|
)
|
(In thousands, except per share data)
|
Options
|
|
Price
(3)
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding, January 1, 2016
|
5,348
|
|
|
$
|
7.86
|
|
|
|
|
|
||
Granted
(1)
|
290
|
|
|
6.43
|
|
|
|
|
|
|||
Exercised
(2)
|
(173
|
)
|
|
3.66
|
|
|
|
|
|
|||
Forfeited
|
(159
|
)
|
|
7.25
|
|
|
|
|
|
|||
Expired
|
(273
|
)
|
|
12.15
|
|
|
|
|
|
|||
Outstanding, December 31, 2016
|
5,033
|
|
|
7.71
|
|
|
4.9 years
|
|
$
|
2,539
|
|
|
Exercisable
|
3,868
|
|
|
7.86
|
|
|
3.8 years
|
|
$
|
2,526
|
|
|
Expected to vest
|
1,042
|
|
|
7.18
|
|
|
8.4 years
|
|
$
|
12
|
|
(1)
|
The weighted average grant date fair value of the Company’s options granted during the years ended
December 31, 2016
,
2015
and
2014
was
$2.82
,
$4.25
and
$4.69
per share, respectively.
|
(2)
|
Cash received from option exercises during the years ended
December 31, 2016
,
2015
and
2014
was
$0.6 million
,
$3.8 million
and
$2.4 million
, respectively. The total intrinsic value of the options exercised during the years ended
December 31, 2016
,
2015
and
2014
was
$0.4 million
,
$2.8 million
and
$1.5 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, 2016
|
1,690
|
|
|
$
|
4.27
|
|
Granted
|
290
|
|
|
2.82
|
|
|
Vested
(1)
|
(657
|
)
|
|
4.18
|
|
|
Forfeited
|
(159
|
)
|
|
4.22
|
|
|
Unvested, December 31, 2016
|
1,164
|
|
|
$
|
3.97
|
|
(1)
|
The total fair value of the Company’s options vested during the years ended
December 31, 2016
,
2015
and
2014
was
$2.7 million
,
$4.2 million
and
$6.1 million
, respectively.
|
(In thousands, except per share data)
|
Awards
|
|
Price
|
|||
Outstanding, January 1, 2016
|
2,762
|
|
|
$
|
8.43
|
|
Granted
|
1,510
|
|
|
5.67
|
|
|
Vested (restriction lapsed)
|
(1,198
|
)
|
|
6.85
|
|
|
Forfeited
|
(331
|
)
|
|
8.19
|
|
|
Outstanding, December 31, 2016
|
2,743
|
|
|
7.63
|
|
(In thousands, except per share data)
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
NUMERATOR:
|
|
|
|
|
|
||||||
Net income (loss) attributable to the Company – common shares
|
$
|
141,431
|
|
|
$
|
(96,072
|
)
|
|
$
|
(9,590
|
)
|
|
|
|
|
|
|
||||||
DENOMINATOR:
|
|
|
|
|
|
|
|
|
|||
Weighted average common shares outstanding – basic
|
360,294
|
|
|
359,508
|
|
|
358,565
|
|
|||
Stock options and restricted stock
(1)
:
|
1,318
|
|
|
|
|
|
|
|
|||
Weighted average common shares outstanding – diluted
|
361,612
|
|
|
359,508
|
|
|
358,565
|
|
|||
|
|
|
|
|
|
||||||
Net income (loss) attributable to the Company per common share:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
0.39
|
|
|
$
|
(0.27
|
)
|
|
$
|
(0.03
|
)
|
Diluted
|
$
|
0.39
|
|
|
$
|
(0.27
|
)
|
|
$
|
(0.03
|
)
|
(1)
|
5.6 million
,
8.1 million
and
8.5 million
stock options and restricted shares were outstanding at
December 31, 2016
,
2015
and
2014
, 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,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Foreign exchange loss
|
$
|
(69,599
|
)
|
|
$
|
14,790
|
|
|
$
|
15,460
|
|
Other
|
(552
|
)
|
|
(2,403
|
)
|
|
(275
|
)
|
|||
Total other income (expense) — net
|
$
|
(70,151
|
)
|
|
$
|
12,387
|
|
|
$
|
15,185
|
|
(In thousands)
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Inventory
|
$
|
21,190
|
|
|
$
|
23,514
|
|
Deposits
|
1,445
|
|
|
1,954
|
|
||
Other receivables
|
9,302
|
|
|
2,278
|
|
||
Other
|
7,262
|
|
|
6,820
|
|
||
Total other current assets
|
$
|
39,199
|
|
|
$
|
34,566
|
|
(In thousands)
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Investments
|
$
|
10,183
|
|
|
$
|
8,432
|
|
Deposits
|
19,318
|
|
|
24,672
|
|
||
Prepaid expenses
|
61,814
|
|
|
69,807
|
|
||
Other
|
30,698
|
|
|
4,629
|
|
||
Total other assets
|
$
|
122,013
|
|
|
$
|
107,540
|
|
(In thousands)
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Unrecognized tax benefits
|
$
|
23,772
|
|
|
$
|
23,802
|
|
Asset retirement obligation
|
39,451
|
|
|
45,125
|
|
||
Deferred rent
|
101,673
|
|
|
98,282
|
|
||
Employee related liabilities
|
55,460
|
|
|
47,491
|
|
||
Other
|
38,955
|
|
|
25,719
|
|
||
Total other long-term liabilities
|
$
|
259,311
|
|
|
$
|
240,419
|
|
(In thousands)
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Cumulative currency translation adjustments and other
|
$
|
(388,246
|
)
|
|
$
|
(453,995
|
)
|
Cumulative unrealized gain on securities
|
1,588
|
|
|
2,162
|
|
||
Total accumulated other comprehensive loss
|
$
|
(386,658
|
)
|
|
$
|
(451,833
|
)
|
(In thousands)
|
Americas Outdoor Advertising
|
|
International Outdoor Advertising
|
|
Corporate and other reconciling items
|
|
Consolidated
|
||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
1,278,413
|
|
|
$
|
1,423,982
|
|
|
$
|
—
|
|
|
$
|
2,702,395
|
|
Direct operating expenses
|
570,310
|
|
|
865,259
|
|
|
—
|
|
|
1,435,569
|
|
||||
Selling, general and administrative expenses
|
225,415
|
|
|
289,787
|
|
|
—
|
|
|
515,202
|
|
||||
Corporate expenses
|
—
|
|
|
—
|
|
|
117,383
|
|
|
117,383
|
|
||||
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
|
|
|
$
|
224,319
|
|
|
$
|
637,531
|
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,238
|
|
|
$
|
10,238
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
—
|
|
|
—
|
|
|
116,380
|
|
|
116,380
|
|
||||
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
|
|
|
$
|
(148,223
|
)
|
|
$
|
261,001
|
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,359
|
|
|
$
|
8,359
|
|
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
1,350,623
|
|
|
$
|
1,610,636
|
|
|
$
|
—
|
|
|
$
|
2,961,259
|
|
Direct operating expenses
|
605,771
|
|
|
991,117
|
|
|
—
|
|
|
1,596,888
|
|
||||
Selling, general and administrative expenses
|
233,641
|
|
|
314,878
|
|
|
—
|
|
|
548,519
|
|
||||
Corporate expenses
|
—
|
|
|
—
|
|
|
130,894
|
|
|
130,894
|
|
||||
Depreciation and amortization
|
203,928
|
|
|
198,143
|
|
|
4,172
|
|
|
406,243
|
|
||||
Impairment charges
|
—
|
|
|
—
|
|
|
3,530
|
|
|
3,530
|
|
||||
Other operating income, net
|
—
|
|
|
—
|
|
|
7,259
|
|
|
7,259
|
|
||||
Operating income (loss)
|
$
|
307,283
|
|
|
$
|
106,498
|
|
|
$
|
(131,337
|
)
|
|
$
|
282,444
|
|
|
|
|
|
|
|
|
|
||||||||
Segment assets
|
$
|
3,648,735
|
|
|
$
|
1,680,598
|
|
|
$
|
967,296
|
|
|
$
|
6,296,629
|
|
Capital expenditures
|
$
|
109,727
|
|
|
$
|
117,480
|
|
|
$
|
3,962
|
|
|
$
|
231,169
|
|
Share-based compensation expense
|
—
|
|
|
—
|
|
|
$
|
7,743
|
|
|
$
|
7,743
|
|
|
Three Months Ended
March 31,
|
|
Three Months Ended
June 30,
|
|
Three Months Ended
September 30,
|
|
Three Months Ended
December 31,
|
||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||
Revenue
|
$
|
590,721
|
|
|
$
|
615,043
|
|
|
$
|
712,146
|
|
|
$
|
722,819
|
|
|
$
|
673,057
|
|
|
$
|
696,277
|
|
|
$
|
726,471
|
|
|
$
|
772,065
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Direct operating expenses
|
343,694
|
|
|
362,971
|
|
|
366,061
|
|
|
372,342
|
|
|
366,086
|
|
|
372,716
|
|
|
359,728
|
|
|
386,873
|
|
||||||||
Selling, general and administrative expenses
|
126,801
|
|
|
127,130
|
|
|
135,567
|
|
|
132,522
|
|
|
126,164
|
|
|
132,559
|
|
|
126,670
|
|
|
139,293
|
|
||||||||
Corporate expenses
|
28,239
|
|
|
28,753
|
|
|
29,652
|
|
|
30,154
|
|
|
28,058
|
|
|
28,347
|
|
|
31,434
|
|
|
29,126
|
|
||||||||
Depreciation and amortization
|
85,395
|
|
|
94,094
|
|
|
86,974
|
|
|
93,405
|
|
|
85,780
|
|
|
93,040
|
|
|
85,975
|
|
|
95,423
|
|
||||||||
Impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,274
|
|
|
21,631
|
|
|
—
|
|
|
—
|
|
||||||||
Other operating income (expense), net
|
284,774
|
|
|
(5,444
|
)
|
|
(59,384
|
)
|
|
659
|
|
|
1,095
|
|
|
5,029
|
|
|
128,203
|
|
|
(5,068
|
)
|
||||||||
Operating income (loss)
|
291,366
|
|
|
(3,349
|
)
|
|
34,508
|
|
|
95,055
|
|
|
60,790
|
|
|
53,013
|
|
|
250,867
|
|
|
116,282
|
|
||||||||
Interest expense
|
93,873
|
|
|
89,416
|
|
|
94,650
|
|
|
88,556
|
|
|
93,313
|
|
|
88,088
|
|
|
93,056
|
|
|
89,609
|
|
||||||||
Interest income on Due from iHeartCommunications
|
12,713
|
|
|
15,253
|
|
|
11,291
|
|
|
15,049
|
|
|
12,429
|
|
|
15,630
|
|
|
13,876
|
|
|
15,507
|
|
||||||||
Equity in earnings (loss) of nonconsolidated affiliates
|
(415
|
)
|
|
522
|
|
|
(232
|
)
|
|
(351
|
)
|
|
(727
|
)
|
|
(812
|
)
|
|
(315
|
)
|
|
352
|
|
||||||||
Other income (expense), net
|
(5,803
|
)
|
|
19,938
|
|
|
(33,871
|
)
|
|
15,276
|
|
|
(6,524
|
)
|
|
(17,742
|
)
|
|
(23,953
|
)
|
|
(5,085
|
)
|
||||||||
Income (loss) before income taxes
|
203,988
|
|
|
(57,052
|
)
|
|
(82,954
|
)
|
|
36,473
|
|
|
(27,345
|
)
|
|
(37,999
|
)
|
|
147,419
|
|
|
37,447
|
|
||||||||
Income tax benefit (expense)
|
(62,912
|
)
|
|
24,099
|
|
|
21,712
|
|
|
(27,187
|
)
|
|
3,603
|
|
|
22,797
|
|
|
(39,078
|
)
|
|
(69,886
|
)
|
||||||||
Consolidated net income (loss)
|
141,076
|
|
|
(32,953
|
)
|
|
(61,242
|
)
|
|
9,286
|
|
|
(23,742
|
)
|
|
(15,202
|
)
|
|
108,341
|
|
|
(32,439
|
)
|
||||||||
Less amount attributable to noncontrolling interest
|
976
|
|
|
565
|
|
|
7,857
|
|
|
7,876
|
|
|
7,329
|
|
|
7,379
|
|
|
6,840
|
|
|
8,944
|
|
||||||||
Net income (loss) attributable to the Company
|
$
|
140,100
|
|
|
$
|
(33,518
|
)
|
|
$
|
(69,099
|
)
|
|
$
|
1,410
|
|
|
$
|
(31,071
|
)
|
|
$
|
(22,581
|
)
|
|
$
|
101,501
|
|
|
$
|
(41,383
|
)
|
Net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Basic
|
$
|
0.39
|
|
|
$
|
(0.09
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
—
|
|
|
$
|
(0.09
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
0.28
|
|
|
$
|
(0.12
|
)
|
Diluted
|
$
|
0.39
|
|
|
$
|
(0.09
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
—
|
|
|
$
|
(0.09
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
0.28
|
|
|
$
|
(0.12
|
)
|
(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
|
|
||||||
Dividends payable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
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
|
|
|
687,642
|
|
|
(49,214
|
)
|
|
—
|
|
|
640,567
|
|
||||||
Other long-term liabilities
|
1,055
|
|
|
—
|
|
|
135,094
|
|
|
123,162
|
|
|
—
|
|
|
259,311
|
|
||||||
Total stockholders' equity (deficit)
|
(1,048,334
|
)
|
|
1,045,151
|
|
|
249,453
|
|
|
784,449
|
|
|
(1,963,507
|
)
|
|
(932,788
|
)
|
||||||
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)
|
December 31, 2015
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||||
|
Company
|
|
Issuer
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash and cash equivalents
|
$
|
218,701
|
|
|
$
|
—
|
|
|
$
|
18,455
|
|
|
$
|
175,587
|
|
|
$
|
—
|
|
|
$
|
412,743
|
|
Accounts receivable, net of allowance
|
—
|
|
|
—
|
|
|
210,252
|
|
|
487,331
|
|
|
—
|
|
|
697,583
|
|
||||||
Intercompany receivables
|
—
|
|
|
461,549
|
|
|
1,921,025
|
|
|
8,003
|
|
|
(2,390,577
|
)
|
|
—
|
|
||||||
Prepaid expenses
|
1,423
|
|
|
3,433
|
|
|
62,039
|
|
|
60,835
|
|
|
—
|
|
|
127,730
|
|
||||||
Assets held for sale
|
—
|
|
|
—
|
|
|
295,075
|
|
|
—
|
|
|
—
|
|
|
295,075
|
|
||||||
Other current assets
|
—
|
|
|
—
|
|
|
1,823
|
|
|
32,743
|
|
|
—
|
|
|
34,566
|
|
||||||
Total Current Assets
|
220,124
|
|
|
464,982
|
|
|
2,508,669
|
|
|
764,499
|
|
|
(2,390,577
|
)
|
|
1,567,697
|
|
||||||
Structures, net
|
—
|
|
|
—
|
|
|
868,586
|
|
|
523,294
|
|
|
—
|
|
|
1,391,880
|
|
||||||
Other property, plant and equipment, net
|
—
|
|
|
—
|
|
|
129,339
|
|
|
106,767
|
|
|
—
|
|
|
236,106
|
|
||||||
Indefinite-lived intangibles
|
—
|
|
|
—
|
|
|
962,074
|
|
|
9,253
|
|
|
—
|
|
|
971,327
|
|
||||||
Other intangibles, net
|
—
|
|
|
—
|
|
|
272,307
|
|
|
70,557
|
|
|
—
|
|
|
342,864
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
522,750
|
|
|
235,825
|
|
|
—
|
|
|
758,575
|
|
||||||
Due from iHeartCommunications
|
930,799
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
930,799
|
|
||||||
Intercompany notes receivable
|
182,026
|
|
|
5,107,392
|
|
|
—
|
|
|
—
|
|
|
(5,289,418
|
)
|
|
—
|
|
||||||
Other assets
|
78,341
|
|
|
307,054
|
|
|
1,214,311
|
|
|
45,393
|
|
|
(1,537,559
|
)
|
|
107,540
|
|
||||||
Total Assets
|
$
|
1,411,290
|
|
|
$
|
5,879,428
|
|
|
$
|
6,478,036
|
|
|
$
|
1,755,588
|
|
|
$
|
(9,217,554
|
)
|
|
$
|
6,306,788
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,124
|
|
|
$
|
88,086
|
|
|
$
|
—
|
|
|
$
|
100,210
|
|
Intercompany payable
|
1,915,287
|
|
|
—
|
|
|
475,290
|
|
|
—
|
|
|
(2,390,577
|
)
|
|
—
|
|
||||||
Accrued expenses
|
953
|
|
|
(707
|
)
|
|
108,480
|
|
|
398,939
|
|
|
—
|
|
|
507,665
|
|
||||||
Dividends payable
|
217,017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
217,017
|
|
||||||
Deferred income
|
—
|
|
|
—
|
|
|
37,471
|
|
|
53,940
|
|
|
—
|
|
|
91,411
|
|
||||||
Current portion of long-term debt
|
—
|
|
|
—
|
|
|
65
|
|
|
4,245
|
|
|
—
|
|
|
4,310
|
|
||||||
Total Current Liabilities
|
2,133,257
|
|
|
(707
|
)
|
|
633,430
|
|
|
545,210
|
|
|
(2,390,577
|
)
|
|
920,613
|
|
||||||
Long-term debt
|
—
|
|
|
4,877,578
|
|
|
1,014
|
|
|
227,921
|
|
|
—
|
|
|
5,106,513
|
|
||||||
Intercompany notes payable
|
—
|
|
|
—
|
|
|
5,032,499
|
|
|
256,919
|
|
|
(5,289,418
|
)
|
|
—
|
|
||||||
Deferred tax liability
|
772
|
|
|
1,367
|
|
|
599,541
|
|
|
7,230
|
|
|
—
|
|
|
608,910
|
|
||||||
Other long-term liabilities
|
1,587
|
|
|
—
|
|
|
133,227
|
|
|
105,605
|
|
|
—
|
|
|
240,419
|
|
||||||
Total stockholders' equity (deficit)
|
(724,326
|
)
|
|
1,001,190
|
|
|
78,325
|
|
|
612,703
|
|
|
(1,537,559
|
)
|
|
(569,667
|
)
|
||||||
Total Liabilities and Stockholders' Equity
|
$
|
1,411,290
|
|
|
$
|
5,879,428
|
|
|
$
|
6,478,036
|
|
|
$
|
1,755,588
|
|
|
$
|
(9,217,554
|
)
|
|
$
|
6,306,788
|
|
(In thousands)
|
Year Ended December 31, 2016
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||||
|
Company
|
|
Issuer
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,144,445
|
|
|
$
|
1,557,950
|
|
|
$
|
—
|
|
|
$
|
2,702,395
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Direct operating expenses
|
—
|
|
|
—
|
|
|
497,634
|
|
|
937,935
|
|
|
—
|
|
|
1,435,569
|
|
||||||
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
196,006
|
|
|
319,196
|
|
|
—
|
|
|
515,202
|
|
||||||
Corporate expenses
|
13,157
|
|
|
—
|
|
|
61,873
|
|
|
42,353
|
|
|
—
|
|
|
117,383
|
|
||||||
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
|
)
|
|
—
|
|
|
502,731
|
|
|
148,384
|
|
|
—
|
|
|
637,531
|
|
||||||
Interest expense
|
(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 on investments, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Equity in loss of nonconsolidated affiliates
|
136,919
|
|
|
44,767
|
|
|
(19,575
|
)
|
|
(2,837
|
)
|
|
(160,963
|
)
|
|
(1,689
|
)
|
||||||
Gain on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other income (expense), net
|
3,429
|
|
|
—
|
|
|
(6,626
|
)
|
|
(66,954
|
)
|
|
—
|
|
|
(70,151
|
)
|
||||||
Loss before income taxes
|
144,101
|
|
|
32,777
|
|
|
170,298
|
|
|
54,895
|
|
|
(160,963
|
)
|
|
241,108
|
|
||||||
Income tax benefit (expense)
|
(2,670
|
)
|
|
(55,574
|
)
|
|
(33,379
|
)
|
|
14,948
|
|
|
—
|
|
|
(76,675
|
)
|
||||||
Consolidated net loss
|
141,431
|
|
|
(22,797
|
)
|
|
136,919
|
|
|
69,843
|
|
|
(160,963
|
)
|
|
164,433
|
|
||||||
Less amount attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
23,002
|
|
|
—
|
|
|
23,002
|
|
||||||
Net loss attributable to the Company
|
$
|
141,431
|
|
|
$
|
(22,797
|
)
|
|
$
|
136,919
|
|
|
$
|
46,841
|
|
|
$
|
(160,963
|
)
|
|
$
|
141,431
|
|
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 loss
|
65,175
|
|
|
66,758
|
|
|
73,175
|
|
|
—
|
|
|
(205,108
|
)
|
|
—
|
|
||||||
Comprehensive loss
|
206,606
|
|
|
43,961
|
|
|
202,094
|
|
|
111,589
|
|
|
(366,071
|
)
|
|
198,179
|
|
||||||
Less amount attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,427
|
)
|
|
—
|
|
|
(8,427
|
)
|
||||||
Comprehensive loss attributable to the Company
|
$
|
206,606
|
|
|
$
|
43,961
|
|
|
$
|
202,094
|
|
|
$
|
120,016
|
|
|
$
|
(366,071
|
)
|
|
$
|
206,606
|
|
(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
|
|
|
—
|
|
|
58,576
|
|
|
44,755
|
|
|
—
|
|
|
116,380
|
|
||||||
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
|
)
|
|
—
|
|
|
202,992
|
|
|
71,516
|
|
|
—
|
|
|
261,001
|
|
||||||
Interest (income) 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
|
)
|
|
—
|
|
||||||
Gain on investments, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Equity in earnings (loss) of nonconsolidated affiliates
|
(76,018
|
)
|
|
10,383
|
|
|
5,609
|
|
|
(1,935
|
)
|
|
61,672
|
|
|
(289
|
)
|
||||||
Gain on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other income, net
|
2,915
|
|
|
3,440
|
|
|
20,318
|
|
|
10,289
|
|
|
(24,575
|
)
|
|
12,387
|
|
||||||
Income (loss) before income taxes
|
(70,544
|
)
|
|
1,951
|
|
|
(67,234
|
)
|
|
77,599
|
|
|
37,097
|
|
|
(21,131
|
)
|
||||||
Income tax expense
|
(953
|
)
|
|
(575
|
)
|
|
(8,784
|
)
|
|
(39,865
|
)
|
|
—
|
|
|
(50,177
|
)
|
||||||
Consolidated net income (loss)
|
(71,497
|
)
|
|
1,376
|
|
|
(76,018
|
)
|
|
37,734
|
|
|
37,097
|
|
|
(71,308
|
)
|
||||||
Less amount attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
24,764
|
|
|
—
|
|
|
24,764
|
|
||||||
Net income (loss) attributable to the Company
|
$
|
(71,497
|
)
|
|
$
|
1,376
|
|
|
$
|
(76,018
|
)
|
|
$
|
12,970
|
|
|
$
|
37,097
|
|
|
$
|
(96,072
|
)
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
—
|
|
|
(3,440
|
)
|
|
(16,605
|
)
|
|
(92,684
|
)
|
|
—
|
|
|
(112,729
|
)
|
||||||
Unrealized holding gain on marketable securities
|
0
|
|
|
0
|
|
|
0
|
|
|
553
|
|
|
0
|
|
|
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
|
(181,977
|
)
|
|
(63,931
|
)
|
|
(186,498
|
)
|
|
(88,619
|
)
|
|
303,319
|
|
|
(217,706
|
)
|
||||||
Less amount attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,154
|
)
|
|
—
|
|
|
(11,154
|
)
|
||||||
Comprehensive loss attributable to the Company
|
$
|
(181,977
|
)
|
|
$
|
(63,931
|
)
|
|
$
|
(186,498
|
)
|
|
$
|
(77,465
|
)
|
|
$
|
303,319
|
|
|
$
|
(206,552
|
)
|
(In thousands)
|
Year Ended December 31, 2014
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||||
|
Company
|
|
Issuer
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,162,842
|
|
|
$
|
1,798,417
|
|
|
$
|
—
|
|
|
$
|
2,961,259
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Direct operating expenses
|
—
|
|
|
—
|
|
|
495,651
|
|
|
1,101,237
|
|
|
—
|
|
|
1,596,888
|
|
||||||
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
196,653
|
|
|
351,866
|
|
|
—
|
|
|
548,519
|
|
||||||
Corporate expenses
|
12,274
|
|
|
—
|
|
|
67,989
|
|
|
50,631
|
|
|
—
|
|
|
130,894
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
194,396
|
|
|
211,847
|
|
|
—
|
|
|
406,243
|
|
||||||
Impairment charges
|
—
|
|
|
—
|
|
|
3,530
|
|
|
—
|
|
|
—
|
|
|
3,530
|
|
||||||
Other operating income (expense), net
|
(541
|
)
|
|
—
|
|
|
3,235
|
|
|
4,565
|
|
|
—
|
|
|
7,259
|
|
||||||
Operating income (loss)
|
(12,815
|
)
|
|
—
|
|
|
207,858
|
|
|
87,401
|
|
|
—
|
|
|
282,444
|
|
||||||
Interest (income) expense, net
|
(6
|
)
|
|
352,280
|
|
|
1,555
|
|
|
(564
|
)
|
|
—
|
|
|
353,265
|
|
||||||
Interest income on Due from iHeartCommunications
|
60,179
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60,179
|
|
||||||
Intercompany interest income
|
15,624
|
|
|
340,824
|
|
|
61,073
|
|
|
—
|
|
|
(417,521
|
)
|
|
—
|
|
||||||
Intercompany interest expense
|
60,179
|
|
|
—
|
|
|
356,448
|
|
|
894
|
|
|
(417,521
|
)
|
|
—
|
|
||||||
Gain on investments, net
|
0
|
|
|
0
|
|
|
0
|
|
|
|
|
|
0
|
|
|
—
|
|
||||||
Equity in earnings (loss) of nonconsolidated affiliates
|
(15,463
|
)
|
|
46,938
|
|
|
42,382
|
|
|
2,038
|
|
|
(72,106
|
)
|
|
3,789
|
|
||||||
Gain on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other income (expense), net
|
4,122
|
|
|
—
|
|
|
(2,691
|
)
|
|
13,754
|
|
|
—
|
|
|
15,185
|
|
||||||
Income (loss) before income taxes
|
(8,526
|
)
|
|
35,482
|
|
|
(49,381
|
)
|
|
102,863
|
|
|
(72,106
|
)
|
|
8,332
|
|
||||||
Income tax benefit (expense)
|
(1,064
|
)
|
|
(276
|
)
|
|
33,918
|
|
|
(23,791
|
)
|
|
—
|
|
|
8,787
|
|
||||||
Consolidated net income (loss)
|
(9,590
|
)
|
|
35,206
|
|
|
(15,463
|
)
|
|
79,072
|
|
|
(72,106
|
)
|
|
17,119
|
|
||||||
Less amount attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
26,709
|
|
|
|
|
|
26,709
|
|
||||||
Net income (loss) attributable to the Company
|
$
|
(9,590
|
)
|
|
$
|
35,206
|
|
|
$
|
(15,463
|
)
|
|
$
|
52,363
|
|
|
$
|
(72,106
|
)
|
|
$
|
(9,590
|
)
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
—
|
|
|
21
|
|
|
(8,471
|
)
|
|
(114,654
|
)
|
|
—
|
|
|
(123,104
|
)
|
||||||
Unrealized holding gain on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
327
|
|
|
—
|
|
|
327
|
|
||||||
Other adjustments to comprehensive loss
|
|
|
|
—
|
|
|
—
|
|
|
(11,438
|
)
|
|
—
|
|
|
(11,438
|
)
|
||||||
Reclassification adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
||||||
Equity in subsidiary comprehensive loss
|
(127,781
|
)
|
|
(117,825
|
)
|
|
(119,310
|
)
|
|
—
|
|
|
364,916
|
|
|
—
|
|
||||||
Comprehensive loss
|
(137,371
|
)
|
|
(82,598
|
)
|
|
(143,244
|
)
|
|
(73,394
|
)
|
|
292,810
|
|
|
(143,797
|
)
|
||||||
Less amount attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
(6,426
|
)
|
|
|
|
|
(6,426
|
)
|
||||||
Comprehensive loss attributable to the Company
|
$
|
(137,371
|
)
|
|
$
|
(82,598
|
)
|
|
$
|
(143,244
|
)
|
|
$
|
(66,968
|
)
|
|
$
|
292,810
|
|
|
$
|
(137,371
|
)
|
(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)
|
$
|
141,431
|
|
|
$
|
(22,797
|
)
|
|
$
|
136,919
|
|
|
$
|
69,843
|
|
|
$
|
(160,963
|
)
|
|
$
|
164,433
|
|
Reconciling items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
7,274
|
|
|
—
|
|
|
7,274
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
177,918
|
|
|
166,206
|
|
|
—
|
|
|
344,124
|
|
||||||
Deferred taxes
|
—
|
|
|
—
|
|
|
88,102
|
|
|
(56,769
|
)
|
|
—
|
|
|
31,333
|
|
||||||
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
|
—
|
|
|
—
|
|
|
5,605
|
|
|
4,633
|
|
|
—
|
|
|
10,238
|
|
||||||
Gain on disposal of operating assets, net
|
—
|
|
|
—
|
|
|
(293,802
|
)
|
|
(69,683
|
)
|
|
—
|
|
|
(363,485
|
)
|
||||||
Equity in (earnings) loss of nonconsolidated affiliates
|
(136,919
|
)
|
|
(44,767
|
)
|
|
19,575
|
|
|
2,837
|
|
|
160,963
|
|
|
1,689
|
|
||||||
Other reconciling items, net
|
—
|
|
|
—
|
|
|
24,380
|
|
|
44,553
|
|
|
—
|
|
|
68,933
|
|
||||||
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
|
(228
|
)
|
|
59,359
|
|
|
(70,833
|
)
|
|
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
|
$
|
4,344
|
|
|
$
|
536
|
|
|
$
|
119,525
|
|
|
$
|
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
|
)
|
||||||
Proceeds from sale of investment securities
|
—
|
|
|
—
|
|
|
—
|
|
|
781
|
|
|
—
|
|
|
781
|
|
||||||
Decrease in intercompany notes receivable, net
|
—
|
|
|
220,038
|
|
|
—
|
|
|
—
|
|
|
(220,038
|
)
|
|
—
|
|
||||||
Dividends from subsidiaries
|
—
|
|
|
—
|
|
|
235,467
|
|
|
—
|
|
|
(235,467
|
)
|
|
—
|
|
||||||
Change in other, net
|
—
|
|
|
(79
|
)
|
|
—
|
|
|
(25,460
|
)
|
|
79
|
|
|
(25,460
|
)
|
||||||
Net cash provided by (used for) 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
|
—
|
|
|
—
|
|
|
800
|
|
|
6,056
|
|
|
—
|
|
|
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
|
(755,537
|
)
|
|
—
|
|
|
(914
|
)
|
|
(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
|
)
|
|
(588,291
|
)
|
|
24,742
|
|
|
—
|
|
|
—
|
|
||||||
Deferred financing charges
|
—
|
|
|
—
|
|
|
—
|
|
|
(199
|
)
|
|
—
|
|
|
(199
|
)
|
||||||
Change in other, net
|
(1,366
|
)
|
|
—
|
|
|
—
|
|
|
79
|
|
|
(79
|
)
|
|
(1,366
|
)
|
||||||
Net cash provided by (used for) financing activities
|
77,240
|
|
|
(220,495
|
)
|
|
(592,088
|
)
|
|
(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)
|
$
|
(71,497
|
)
|
|
$
|
1,376
|
|
|
$
|
(76,018
|
)
|
|
$
|
37,734
|
|
|
$
|
37,097
|
|
|
$
|
(71,308
|
)
|
Reconciling items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Impairment charges
|
—
|
|
|
—
|
|
|
21,631
|
|
|
—
|
|
|
—
|
|
|
21,631
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
194,891
|
|
|
181,071
|
|
|
—
|
|
|
375,962
|
|
||||||
Deferred taxes
|
—
|
|
|
1,282
|
|
|
7,539
|
|
|
(5,282
|
)
|
|
—
|
|
|
3,539
|
|
||||||
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
|
—
|
|
|
—
|
|
|
5,712
|
|
|
2,647
|
|
|
—
|
|
|
8,359
|
|
||||||
Gain on sale of operating and fixed assets
|
—
|
|
|
—
|
|
|
(1,235
|
)
|
|
(4,233
|
)
|
|
—
|
|
|
(5,468
|
)
|
||||||
Equity in (earnings) loss of nonconsolidated affiliates
|
76,018
|
|
|
(10,383
|
)
|
|
(5,609
|
)
|
|
1,935
|
|
|
(61,672
|
)
|
|
289
|
|
||||||
Other reconciling items, net
|
—
|
|
|
(3,440
|
)
|
|
1,339
|
|
|
(11,339
|
)
|
|
—
|
|
|
(13,440
|
)
|
||||||
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 for) 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
|
)
|
||||||
Proceeds from sale of investment securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Purchases of businesses
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,701
|
)
|
|
—
|
|
|
(24,701
|
)
|
||||||
Decrease in intercompany notes receivable, net
|
—
|
|
|
70,125
|
|
|
—
|
|
|
—
|
|
|
(70,125
|
)
|
|
—
|
|
||||||
Dividends from subsidiaries
|
—
|
|
|
157,570
|
|
|
—
|
|
|
—
|
|
|
(157,570
|
)
|
|
—
|
|
||||||
Change in other, net
|
—
|
|
|
(8,606
|
)
|
|
(909
|
)
|
|
(2,314
|
)
|
|
9,513
|
|
|
(2,316
|
)
|
||||||
Net cash provided by (used for) investing activities
|
$
|
—
|
|
|
$
|
219,089
|
|
|
$
|
(91,699
|
)
|
|
$
|
(166,933
|
)
|
|
$
|
(218,182
|
)
|
|
$
|
(257,725
|
)
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Draws on credit facilities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
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 transfers 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
|
|
|
—
|
|
|
—
|
|
||||||
Deferred financing charges
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,606
|
)
|
|
—
|
|
|
(8,606
|
)
|
||||||
Change in other, net
|
2,885
|
|
|
—
|
|
|
—
|
|
|
9,279
|
|
|
(9,513
|
)
|
|
2,651
|
|
||||||
Net cash provided by (used for) 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
|
|
(In thousands)
|
Year Ended December 31, 2014
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||||
|
Company
|
|
Issuer
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated net income (loss)
|
$
|
(9,590
|
)
|
|
$
|
35,206
|
|
|
$
|
(15,463
|
)
|
|
$
|
79,072
|
|
|
$
|
(72,106
|
)
|
|
$
|
17,119
|
|
Reconciling items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Impairment charges
|
—
|
|
|
—
|
|
|
3,530
|
|
|
—
|
|
|
—
|
|
|
3,530
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
194,396
|
|
|
211,847
|
|
|
—
|
|
|
406,243
|
|
||||||
Deferred taxes
|
597
|
|
|
—
|
|
|
(29,835
|
)
|
|
(4,331
|
)
|
|
—
|
|
|
(33,569
|
)
|
||||||
Provision for doubtful accounts
|
—
|
|
|
—
|
|
|
3,247
|
|
|
3,903
|
|
|
—
|
|
|
7,150
|
|
||||||
Amortization of deferred financing charges and note discounts, net
|
—
|
|
|
7,428
|
|
|
1,232
|
|
|
—
|
|
|
—
|
|
|
8,660
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
5,006
|
|
|
2,737
|
|
|
—
|
|
|
7,743
|
|
||||||
Gain on sale of operating and fixed assets
|
—
|
|
|
—
|
|
|
(3,236
|
)
|
|
(4,565
|
)
|
|
—
|
|
|
(7,801
|
)
|
||||||
Equity in (earnings) loss of nonconsolidated affiliates
|
15,463
|
|
|
(46,938
|
)
|
|
(42,382
|
)
|
|
(2,038
|
)
|
|
72,106
|
|
|
(3,789
|
)
|
||||||
Other reconciling items, net
|
—
|
|
|
—
|
|
|
984
|
|
|
(15,445
|
)
|
|
—
|
|
|
(14,461
|
)
|
||||||
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(Increase) decrease in accounts receivable
|
—
|
|
|
—
|
|
|
404
|
|
|
(39,022
|
)
|
|
—
|
|
|
(38,618
|
)
|
||||||
(Increase) decrease in prepaids and other current assets
|
94
|
|
|
|
|
|
6,368
|
|
|
(480
|
)
|
|
|
|
|
5,982
|
|
||||||
Increase (decrease) in accrued expenses
|
(258
|
)
|
|
1,315
|
|
|
(2,487
|
)
|
|
19,742
|
|
|
—
|
|
|
18,312
|
|
||||||
Increase (decrease) in accounts payable
|
—
|
|
|
—
|
|
|
16,126
|
|
|
(626
|
)
|
|
(19,960
|
)
|
|
(4,460
|
)
|
||||||
Increase (decrease) in accrued interest
|
—
|
|
|
818
|
|
|
(179
|
)
|
|
172
|
|
|
—
|
|
|
811
|
|
||||||
Increase (decrease) in deferred income
|
—
|
|
|
—
|
|
|
1,735
|
|
|
(7,105
|
)
|
|
—
|
|
|
(5,370
|
)
|
||||||
Changes in other operating assets and liabilities
|
—
|
|
|
—
|
|
|
1,143
|
|
|
(20,202
|
)
|
|
—
|
|
|
(19,059
|
)
|
||||||
Net cash provided by (used by) operating activities
|
6,306
|
|
|
(2,171
|
)
|
|
140,589
|
|
|
223,659
|
|
|
(19,960
|
)
|
|
348,423
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property, plant and equipment
|
—
|
|
|
—
|
|
|
(96,695
|
)
|
|
(134,474
|
)
|
|
—
|
|
|
(231,169
|
)
|
||||||
Proceeds from disposal of assets
|
—
|
|
|
—
|
|
|
6,216
|
|
|
6,645
|
|
|
—
|
|
|
12,861
|
|
||||||
Purchases of other operating assets
|
—
|
|
|
—
|
|
|
(252
|
)
|
|
(660
|
)
|
|
—
|
|
|
(912
|
)
|
||||||
Proceeds from sale of investment securities
|
—
|
|
|
—
|
|
|
—
|
|
|
15,834
|
|
|
—
|
|
|
15,834
|
|
||||||
Purchases of businesses
|
—
|
|
|
—
|
|
|
—
|
|
|
339
|
|
|
—
|
|
|
339
|
|
||||||
Decrease in intercompany notes receivable, net
|
—
|
|
|
84,264
|
|
|
—
|
|
|
—
|
|
|
(84,264
|
)
|
|
—
|
|
||||||
Dividends from subsidiaries
|
—
|
|
|
—
|
|
|
3,182
|
|
|
—
|
|
|
(3,182
|
)
|
|
—
|
|
||||||
Change in other, net
|
—
|
|
|
|
|
|
(11
|
)
|
|
(3,373
|
)
|
|
—
|
|
|
(3,384
|
)
|
||||||
Net cash provided by (used by) investing activities
|
—
|
|
|
84,264
|
|
|
(87,560
|
)
|
|
(115,689
|
)
|
|
(87,446
|
)
|
|
(206,431
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Draws on credit facilities
|
—
|
|
|
—
|
|
|
—
|
|
|
3,010
|
|
|
—
|
|
|
3,010
|
|
||||||
Payments on credit facilities
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,682
|
)
|
|
—
|
|
|
(3,682
|
)
|
||||||
Payments on long-term debt
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
||||||
Net transfer from iHeartCommunications
|
(68,804
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(68,804
|
)
|
||||||
Payments to repurchase noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Dividends and other payments to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,995
|
)
|
|
—
|
|
|
(18,995
|
)
|
||||||
Dividends paid
|
(175,022
|
)
|
|
—
|
|
|
—
|
|
|
(3,182
|
)
|
|
3,182
|
|
|
(175,022
|
)
|
||||||
Decrease in intercompany notes payable, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(84,264
|
)
|
|
84,264
|
|
|
—
|
|
||||||
Deferred financing charges
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
||||||
Intercompany funding
|
153,004
|
|
|
(82,093
|
)
|
|
(58,862
|
)
|
|
(12,049
|
)
|
|
—
|
|
|
—
|
|
||||||
Change in other, net
|
2,236
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,236
|
|
||||||
Net cash used by financing activities
|
(88,586
|
)
|
|
(82,093
|
)
|
|
(58,914
|
)
|
|
(119,162
|
)
|
|
87,446
|
|
|
(261,309
|
)
|
||||||
Effect of exchange rate changes on cash
|
|
|
|
|
|
|
|
|
|
(9,024
|
)
|
|
|
|
|
(9,024
|
)
|
||||||
Net decrease in cash and cash equivalents
|
(82,280
|
)
|
|
—
|
|
|
(5,885
|
)
|
|
(20,216
|
)
|
|
(19,960
|
)
|
|
(128,341
|
)
|
||||||
Cash and cash equivalents at beginning of year
|
83,185
|
|
|
—
|
|
|
5,885
|
|
|
225,475
|
|
|
—
|
|
|
314,545
|
|
||||||
Cash and cash equivalents at end of year
|
$
|
905
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
205,259
|
|
|
$
|
(19,960
|
)
|
|
$
|
186,204
|
|
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)
|
|
7,776,016(3)
|
|
|
$
|
7.71
|
|
|
27,883,798
|
|
Equity Compensation Plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
7,776,016
|
|
|
$
|
7.71
|
|
|
27,883,798
|
|
(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 5,032,680 shares are subject to outstanding options, 1,629,901 shares are subject to outstanding restricted shares and 1,113,435 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, 2014
|
|
$
|
33,127
|
|
|
$
|
7,150
|
|
|
$
|
13,469
|
|
|
$
|
(2,500
|
)
|
|
$
|
24,308
|
|
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
|
|
(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, 2014
|
|
$
|
180,284
|
|
|
$
|
16,819
|
|
|
$
|
(230
|
)
|
|
$
|
(28,318
|
)
|
|
$
|
168,555
|
|
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
|
)
|
|
$
|
(13,062
|
)
|
|
$
|
137,337
|
|
(1)
|
During
2014
,
2015
and
2016
, 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
2016
, the Company recorded
$47.8 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
2014
,
2015
and
2016
, 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
2014
,
2015
and
2016
, 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
|
|
Amended and Restated Certificate of Incorporation of Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit 3.1 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2005).
|
3.2
|
|
Amended and Restated Bylaws of Clear Channel Outdoor Holdings, Inc. as amended (Incorporated by reference to Exhibit 3.2 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2007).
|
4.1
|
|
Form of Specimen Class A Common Stock certificate of Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit 4.1 to Amendment No. 4 to the Clear Channel Outdoor Holdings, Inc. Registration Statement on Form S-1 (File No. 333-127375) filed on October 25, 2005).
|
4.2
|
|
Indenture with respect to 7.625% Series A Senior Subordinated Notes due 2020, dated as of March 15, 2012, by and among Clear Channel Worldwide Holdings, Inc., Clear Channel Outdoor Holdings, Inc., Clear Channel Outdoor, Inc., the other guarantors party thereto and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed on March 16, 2012).
|
4.3
|
|
Indenture with respect to 7.625% Series B Senior Subordinated Notes due 2020, dated as of March 15, 2012, by and among Clear Channel Worldwide Holdings, Inc., Clear Channel Outdoor Holdings, Inc., Clear Channel Outdoor, Inc., the other guarantors party thereto and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed on March 16, 2012).
|
4.4
|
|
Indenture with respect to 6.50% Series A Senior Notes due 2022, dated as of November 19, 2012, by and among Clear Channel Worldwide Holdings, Inc., Clear Channel Outdoor Holdings, Inc., Clear Channel Outdoor, Inc., the other guarantors party thereto and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed on November 19, 2012).
|
4.5
|
|
Indenture with respect to 6.50% Series B Senior Notes due 2022, dated as of November 19, 2012, by and among Clear Channel Worldwide Holdings, Inc., Clear Channel Outdoor Holdings, Inc., Clear Channel Outdoor, Inc., the other guarantors party thereto and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed on November 19, 2012).
|
4.6
|
|
Indenture, dated as of December 16, 2015, among Clear Channel International B.V., the guarantors party thereto, and U.S. Bank National Association, as trustee, paying agent, registrar, authentication agent and transfer agent (incorporated by reference to Exhibit 4.1 to Clear Channel Outdoor Holdings, Inc.’s Current Report on Form 8-K filed on December 16, 2015).
|
10.1
|
|
Amended and Restated Credit Agreement, dated as of February 23, 2011, by and among iHeartCommunications, Inc., the subsidiary co-borrowers and foreign subsidiary revolving borrowers party thereto, iHeartMedia Capital I, LLC, Citibank, N.A., as Administrative Agent, the lenders from time to time party thereto and the other agents party thereto (Incorporated by reference to Exhibit 10.1 to the iHeartCommunications, Inc. Current Report on Form 8-K filed on February 24, 2011).
|
10.2
|
|
Amendment No. 1 to Amended and Restated Credit Agreement, dated as of October 25, 2012, by and among iHeartCommunications, Inc., iHeartMedia Capital I, LLC, the subsidiary co-borrowers party thereto, the foreign subsidiary revolving borrowers thereto, Citibank, N.A. as Administrative Agent, the lenders from time to time party thereto and the other agents party thereto (Incorporated by reference to Exhibit 10.1 to the iHeartCommunications, Inc. Current Report on Form 8-K filed on October 25, 2012).
|
10.3
|
|
Collateral Sharing Agreement, dated as of October 25, 2012, by and among Citibank N.A. as Administrative Agent, U.S. Bank National Association, as trustee, and Deutsche Bank Trust Company Americas, as collateral agent (Incorporated by reference to Exhibit 10.2 to the iHeartCommunications, Inc. Current Report on Form 8-K filed on October 25, 2012).
|
10.4
|
|
Amendment No. 2 to Amended and Restated Credit Agreement, dated as of May 31, 2013, by and among iHeartCommunications, Inc., iHeartMedia Capital I, LLC, the subsidiary co-borrowers party thereto, the foreign subsidiary revolving borrowers thereto, Citibank, N.A. as Administrative Agent, the lenders from time to time party thereto and the other agents party thereto (Incorporated by reference to Exhibit 10.1 to the iHeartCommunications, Inc. Current Report on Form 8-K filed on June 4, 2013).
|
10.5
|
|
Amendment No. 3 to Amended and Restated Credit Agreement, dated as of December 18, 2013, by and among iHeartCommunications, Inc., iHeartMedia Capital I, LLC, the subsidiary co-borrowers party thereto, the foreign subsidiary revolving borrowers thereto, Citibank, N.A., as Administrative Agent, the lenders from time to time party thereto and the other agents party thereto (Incorporated by reference to Exhibit 10.1 to the iHeartCommunications, Inc. Current Report on Form 8-K filed on December 18, 2013).
|
10.6
|
|
Revolving Promissory Note dated November 10, 2005 payable by Clear Channel Outdoor Holdings, Inc. to iHeartCommunications, Inc. in the original principal amount of $1,000,000,000 (Incorporated by reference to Exhibit 10.7 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2005).
|
10.7
|
|
First Amendment, dated as of December 23, 2009, to the Revolving Promissory Note, dated as of November 10, 2005, by Clear Channel Outdoor Holdings, Inc., as Maker, to iHeartCommunications, Inc. (Incorporated by reference to Exhibit 10.25 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2009).
|
10.8
|
|
Revolving Promissory Note dated November 10, 2005 payable by iHeartCommunications, Inc. to Clear Channel Outdoor Holdings, Inc. in the original principal amount of $1,000,000,000 (Incorporated by reference to Exhibit 10.8 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2005).
|
10.9
|
|
First Amendment, dated as of December 23, 2009, to the Revolving Promissory Note, dated as of November 10, 2005, by iHeartCommunications, Inc., as Maker, to Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit 10.24 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2009).
|
10.10
|
|
Second Amendment, dated as of October 23, 2013, to the Revolving Promissory Note, dated as of November 10, 2005, by iHeartCommunications, Inc., as Maker, to Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit 10.1 to the iHeartCommunications, Inc. Current Report on Form 8-K filed on October 23, 2013).
|
10.11
|
|
Master Agreement dated November 16, 2005 between Clear Channel Outdoor Holdings, Inc. and iHeartCommunications, Inc. (Incorporated by reference to Exhibit 10.1 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2005).
|
10.12
|
|
Registration Rights Agreement dated November 16, 2005 between Clear Channel Outdoor Holdings, Inc. and iHeartCommunications, Inc. (Incorporated by reference to Exhibit 10.2 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2005).
|
10.13
|
|
Corporate Services Agreement dated November 16, 2005 between Clear Channel Outdoor Holdings, Inc. and iHeartMedia Management Services, Inc. (Incorporated by reference to Exhibit 10.3 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2005).
|
10.14
|
|
Tax Matters Agreement dated November 10, 2005 between Clear Channel Outdoor Holdings, Inc. and iHeartCommunications, Inc. (Incorporated by reference to Exhibit 10.4 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2005).
|
10.15
|
|
Employee Matters Agreement dated November 10, 2005 between Clear Channel Outdoor Holdings, Inc. and iHeartCommunications, Inc. (Incorporated by reference to Exhibit 10.5 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2005).
|
10.16
|
|
Amended and Restated License Agreement dated November 10, 2005 between iHM Identity, Inc. and Outdoor Management Services, Inc. (Incorporated by reference to Exhibit 10.6 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2005).
|
10.17
|
|
First Amendment to Amended and Restated License Agreement dated January 14, 2014 between iHM Identity, Inc. and Outdoor Management Services, Inc. (Incorporated by reference to Exhibit 10.17 to the Clear Channel Outdoor Holdings, Inc. Form 10-K for the year ended December 31, 2014).
|
10.18§
|
|
Summary Description of 2012 Supplemental Incentive Plan (Incorporated by reference to Exhibit 10.1 to the iHeartMedia, Inc. Current Report on Form 8-K filed on February 23, 2012).
|
10.19§
|
|
Clear Channel Outdoor Holdings, Inc. 2005 Stock Incentive Plan, as amended and restated (the “CCOH Stock Incentive Plan”) (Incorporated by reference to Exhibit 10.2 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed on April 30, 2007).
|
10.20§
|
|
First Form of Option Agreement under the CCOH Stock Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Clear Channel Outdoor Holdings, Inc. Registration Statement on Form S-8 (File No. 333-130229) filed on December 9, 2005).
|
10.21§
|
|
Form of Option Agreement under the CCOH 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).
|
10.22§
|
|
Form of Restricted Stock Award Agreement under the CCOH Stock Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Clear Channel Outdoor Holdings, Inc. Registration Statement on Form S-8 (File No. 333-130229) filed on December 9, 2005).
|
10.23§
|
|
Form of Restricted Stock Unit Award Agreement under the CCOH Stock Incentive Plan (Incorporated by reference to Exhibit 10.16 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2010).
|
10.24§
|
|
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).
|
10.25§
|
|
Form of Option Agreement under the CCOH 2012 Stock Incentive Plan (Incorporated by reference to Exhibit 10.25 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2015).
|
10.26§
|
|
Form of Restricted Stock Award Agreement under the CCOH 2012 Stock Incentive Plan (Incorporated by reference to Exhibit 10.26 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2015).
|
10.27§
|
|
Form of Restricted Stock Unit Award Agreement under the CCOH 2012 Stock Incentive Plan (Incorporated by reference to Exhibit 10.27 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2015).
|
10.28§
|
|
Clear Channel Outdoor Holdings, Inc. Amended and Restated 2006 Annual Incentive Plan (Incorporated by reference to Appendix B to the Clear Channel Outdoor Holdings, Inc. Definitive Proxy Statement on Schedule 14A for its 2012 Annual Meeting of Stockholders filed on April 9, 2012).
|
10.29§
|
|
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).
|
10.30§
|
|
Relocation Policy - Chief Executive Officer and Direct Reports (Buyer Value Option) (Incorporated by reference to Exhibit 10.2 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed on October 21, 2010).
|
10.31§
|
|
Relocation Policy - Function Head Direct Reports (Incorporated by reference to Exhibit 10.3 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed on October 21, 2010).
|
10.32§
|
|
Form of Independent Director Indemnification Agreement (Incorporated by reference to Exhibit 10.1 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed on June 3, 2009).
|
10.33§
|
|
Form of Affiliate Director Indemnification Agreement (Incorporated by reference to Exhibit 10.2 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed on June 3, 2009).
|
10.34§
|
|
Indemnification Agreement by and among Clear Channel Outdoor Holdings, Inc. and Robert W. Pittman dated September 18, 2012 (Incorporated by reference to Exhibit 10.4 to the iHeartMedia, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
|
10.35§
|
|
Indemnification Agreement by and among Clear Channel Outdoor Holdings, Inc. and Robert H. Walls, Jr. dated September 5, 2012 (Incorporated by reference to Exhibit 10.6 to the iHeartMedia, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
|
10.36§
|
|
Employment Agreement, effective as of January 24, 2012, 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/A filed on July 27, 2012).
|
10.37§
|
|
Amendment No. 1 to Employment Agreement, effective as of March 2, 2015, between C. William Eccleshare and Clear Channel Outdoor Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Clear Channel Outdoor Holdings, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2015).
|
10.38§
|
|
Amendment No. 2 to Employment Agreement, effective as of December 17, 2015, between C. William Eccleshare and Clear Channel Outdoor Holdings, Inc.
|
10.39§
|
|
Amended and Restated Employment Agreement, dated as of January 13, 2014 between Robert Pittman and iHeartMedia, Inc. (Incorporated by reference to Exhibit 10.1 to the iHeartMedia, Inc. Current Report on Form 8-K filed on January 13, 2014).
|
10.40§
|
|
Employment Agreement by and between iHeartMedia, Inc. and Richard J. Bressler, dated July 29, 2013 (Incorporated by reference to Exhibit 10.1 to the iHeartMedia, Inc. Current Report on Form 8-K/A filed on August 2, 2013).
|
10.41§
|
|
Employment Agreement, dated as of January 1, 2010, between Robert H. Walls, Jr., and iHeartMedia Management Services, Inc. (Incorporated by reference to Exhibit 10.1 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed on January 5, 2010).
|
10.42§
|
|
Form of Stock Option Agreement under the CCOH Stock Incentive Plan, dated September 17, 2009, between C. William Eccleshare and Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit 10.34 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2010).
|
10.43§
|
|
Form of Amended and Restated Stock Option Agreement under the CCOH 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).
|
10.44§
|
|
Form of Stock Option Agreement under the CCOH 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).
|
10.45§
|
|
Form of Restricted Stock Unit Agreement under the CCOH 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).
|
10.46§
|
|
Form of Restricted Stock Unit Agreement under the CCOH Stock Incentive Plan, dated March 26, 2012, between Robert H. Walls, Jr. and Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit 10.3 to the iHeartMedia, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).
|
10.47§
|
|
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).
|
10.48§
|
|
Restricted Stock Award Agreement under the CCOH 2012 Stock Incentive Plan, dated January 13, 2014, between Robert W. Pittman and Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit D of Exhibit 10.1 to the iHeartMedia, Inc. Current Report on Form 8-K filed on January 13, 2014).
|
10.49
|
|
Stipulation of Settlement, dated as of July 8, 2013, among legal counsel for iHeartCommunications, Inc. and the other named defendants, the special litigation committee of the board of directors of Clear Channel Outdoor Holdings, Inc. and the plaintiffs (Incorporated by reference to Exhibit 10.1 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed on July 9, 2013).
|
10.50§
|
|
Employment Agreement by and between iHeartMedia Management Services, Inc. and Scott D. Hamilton, dated May 20, 2014 (Incorporated by reference to Exhibit 10.1 to the iHeartMedia, Inc. Current Report on Form 8-K filed on June 25, 2014).
|
10.51§
|
|
Employment Agreement by and between iHeartMedia Management Services, Inc. and Steven J. Macri dated October 7, 2013 (Incorporated by reference to Exhibit 10.81 to the iHeartMedia, Inc. Annual Report on Form 10-K filed on February 25, 2016)..
|
10.52§
|
|
Employment Agreement, effective as of March 3, 2015, between Scott Wells and Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit 10.2 to the Clear Channel Outdoor Holdings, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2015).
|
10.53
|
|
Subordination Agreement, dated as of December 16, 2015, among Clear Channel International B.V., the guarantors party thereto, U.S. Bank National Association, as trustee, and the subordinated creditors party thereto (Incorporated by reference to Exhibit 10.1 to Clear Channel Outdoor Holdings, Inc.’s Current Report on 8-K filed on December 16, 2015).
|
21*
|
|
Subsidiaries.
|
23*
|
|
Consent of Ernst & Young LLP.
|
24*
|
|
Power of Attorney (included on signature page).
|
31.1*
|
|
Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
|
Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1**
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2**
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
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
|
February 23, 2017
|
/s/ Richard J. Bressler
Richard J. Bressler
|
Chief Financial Officer (Principal Financial Officer)
|
February 23, 2017
|
/s/ Scott D. Hamilton
Scott D. Hamilton
|
Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) and Assistant Secretary
|
February 23, 2017
|
/s/ Blair E. Hendrix
Blair E. Hendrix
|
Director
|
February 23, 2017
|
/s/ Douglas L. Jacobs
Douglas L. Jacobs
|
Director
|
February 23, 2017
|
/s/ Daniel G. Jones
Daniel G. Jones
|
Director
|
February 23, 2017
|
/s/ Vicente Piedrahita
Vicente Piedrahita
|
Director
|
February 23, 2017
|
/s/ Olivia C. Sabine
Olivia C. Sabine
|
Director
|
February 23, 2017
|
/s/ Christopher M. Temple
Christopher M. Temple
|
Director
|
February 23, 2017
|
/s/ Dale W. Tremblay
Dale W. Tremblay
|
Director
|
February 23, 2017
|
Name
|
State of Incorporation
|
1567 Media, LLC
|
DE
|
Brazil Outdoor NewCo, LLC
|
DE
|
CC CV LP, LLC
|
DE
|
CCHCV LP, LLC
|
DE
|
CCO Barco Airport Venture LLC
|
DE
|
CCOI Holdco III, LLC
|
DE
|
CCOI Holdco Parent I, LLC
|
DE
|
CCOI Holdco Parent II, LLC
|
DE
|
Clear Channel Adshel, Inc.
|
DE
|
Clear Channel Airports of Georgia, Inc.
|
GA
|
Clear Channel Airports of Texas, JV
|
TX
|
Clear Channel Brazil Holdco, LLC
|
DE
|
Clear Channel Brazil Holdings LLC
|
DE
|
Clear Channel Electrical Services, LLC
|
DE
|
Clear Channel Interstate, LLC
|
DE
|
Clear Channel Metra, LLC
|
DE
|
Clear Channel Outdoor Holdings Company Canada
|
DE
|
Clear Channel Outdoor, Inc.
|
DE
|
Clear Channel Peoples, LLC
|
DE
|
Clear Channel Spectacolor, LLC
|
DE
|
Clear Channel Worldwide Holdings, Inc.
|
NV
|
Clear Channel/Interstate Philadelphia, LLC
|
DE
|
Eller-PW Company, LLC
|
CA
|
Exceptional Outdoor Advertising, Inc.
|
FL
|
Get Outdoors Florida, LLC
|
FL
|
Interspace Airport Advertising International, LLC
|
PA
|
IN-TER-SPACE Services, Inc.
|
PA
|
Keller Booth Sumners Joint Venture
|
TX
|
Kelnic II Joint Venture
|
TX
|
Mexico MinorityCo, LLC
|
DE
|
Mexico Outdoor NewCo, LLC
|
DE
|
Miami Airport Concession LLC
|
DE
|
Milpitas Sign Company, LLC
|
DE
|
Outdoor Management Services, Inc.
|
NV
|
Name
|
Country Of Incorporation
|
Allied Outdoor Advertising Ltd.
|
United Kingdom
|
Arcadia Cooper Properties
|
United Kingdom
|
Barrett Petrie Sutcliffe London Ltd.
|
United Kingdom
|
Barrett Petrie Sutcliffe Ltd.
|
United Kingdom
|
Brasil Outdoor Ltda
|
Brazil
|
C.F.D. Billboards Ltd.
|
United Kingdom
|
CCO International Holdings BV
|
Netherlands
|
CCO Ontario Holdings, Inc.
|
Canada
|
China Outdoor Media Investment (HK) Co., Ltd.
|
Hong Kong
|
China Outdoor Media Investment, Inc.
|
British Virgin Islands
|
Clear Channel (Central) Ltd.
|
United Kingdom
|
Clear Channel (Midlands) Ltd.
|
United Kingdom
|
Clear Channel (Northwest) Ltd.
|
United Kingdom
|
Clear Channel (Scotland) Ltd.
|
Scotland
|
Clear Channel Adshel AS
|
Norway
|
Clear Channel Affitalia SRL
|
Italy
|
Clear Channel AIDA GmbH
|
Switzerland
|
Clear Channel AWI AG
|
Switzerland
|
Clear Channel Baltics & Russia AB
|
Sweden
|
Clear Channel Banners Ltd.
|
United Kingdom
|
Clear Channel Belgium Sprl
|
Belgium
|
Clear Channel CAC AG
|
Switzerland
|
Clear Channel Chile Publicidad Ltda
|
Chile
|
Clear Channel CV
|
Netherlands
|
Clear Channel Danmark A/S
|
Denmark
|
Clear Channel Entertainment of Brazil Ltda
|
Brazil
|
Clear Channel Espana SLU
|
Spain
|
Clear Channel Espectaculos SL
|
Spain
|
Clear Channel Estonia OU
|
Estonia
|
Clear Channel European Holdings SAS
|
France
|
Clear Channel Felice GmbH
|
Switzerland
|
Clear Channel France SAS
|
France
|
Clear Channel GmbH
|
Switzerland
|
Clear Channel Holding AG
|
Switzerland
|
Clear Channel Holding Italia SPA
|
Italy
|
Clear Channel Holdings CV
|
Netherlands
|
Clear Channel Holdings, Ltd.
|
United Kingdom
|
Clear Channel Hong Kong Ltd.
|
Hong Kong
|
Clear Channel Infotrak AG
|
Switzerland
|
Clear Channel International BV
|
Netherlands
|
Clear Channel International Holdings BV
|
Netherlands
|
Clear Channel International Ltd.
|
United Kingdom
|
Clear Channel Interpubli AG
|
Switzerland
|
Clear Channel Ireland Ltd.
|
Ireland
|
Clear Channel Italy Outdoor SRL
|
Italy
|
Clear Channel Jolly Pubblicita SPA
|
Italy
|
Clear Channel KNR Neth Antilles NV
|
Curacao
|
Clear Channel Mexico Holdings Cooperatieve U.A.
|
Netherlands
|
Clear Channel Nederland BV
|
Netherlands
|
Clear Channel Nederland Holdings BV
|
Netherlands
|
Clear Channel NI Ltd.
|
United Kingdom
|
Clear Channel Norway AS
|
Norway
|
Clear Channel Ofex AG
|
Switzerland
|
Clear Channel Outdoor Company Canada
|
Canada
|
Clear Channel Outdoor Hungary KFT
|
Hungary
|
Clear Channel Overseas Ltd.
|
United Kingdom
|
Clear Channel Pacific Pte Ltd.
|
Singapore
|
Clear Channel Plakatron AG
|
Switzerland
|
Clear Channel Poland SP .Z.O.O.
|
Poland
|
Clear Channel Sales AB
|
Sweden
|
Clear Channel Schweiz AG
|
Switzerland
|
Clear Channel Singapore Pte Ltd.
|
Singapore
|
Clear Channel Smartbike SLU
|
Spain
|
Clear Channel South America S.A.C.
|
Peru
|
Clear Channel Southwest Ltd
|
United Kingdom
|
Clear Channel Suomi Oy
|
Finland
|
Clear Channel Sverige AB
|
Sweden
|
Clear Channel UK Ltd
|
United Kingdom
|
Clear Channel UK One Ltd.
|
United Kingdom
|
Clear Channel UK Three Ltd.
|
United Kingdom
|
Clear Channel UK Two Ltd.
|
United Kingdom
|
Clear Media Limited
|
Bermuda
|
Comurben SA
|
Morocco
|
Eller Media Asesorias Y Comercializacion Publicitaria Ltda
|
Chile
|
Eller Media Servicios Publicitarios Ltda
|
Chile
|
Epiclove Ltd.
|
United Kingdom
|
Equipamientos Urbanos - Gallega de Publicidad Disseno AIE
|
Spain
|
Equipamientos Urbanos de Canarias SA
|
Spain
|
Equipamientos Urbanos Del Sur SL
|
Spain
|
FM Media Ltd.
|
United Kingdom
|
Foxmark (UK) Ltd.
|
United Kingdom
|
Giganto Holding Cayman
|
Cayman Islands
|
Giganto Outdoor Servicios Publicitarios Ltda.
|
Chile
|
Grosvenor Advertising Ltd.
|
United Kingdom
|
Hainan Whitehorse Advertising Media Investment Company Ltd.
|
China
|
Illuminated Awnings Systems Ltd.
|
Ireland
|
Interspace Airport Advertising Australia Pty Ltd.
|
Australia
|
Interspace Airport Advertising Curacao NV
|
Curacao
|
Interspace Airport Advertising Grand Cayman
|
Cayman Islands
|
Interspace Airport Advertising Netherlands Antilles NV
|
Netherlands Antilles
|
Interspace Airport Advertising New Zealand Ltd.
|
New Zealand
|
UAB Clear Channel Lietuva
|
Lithuania
|
Vision Media Group UK Limited
|
United Kingdom
|
Vision Posters Ltd.
|
United Kingdom
|
1.
|
Registration Statement (Form S-8) pertaining to the Clear Channel Outdoor Holdings, Inc. 2012 Stock Incentive Plan (No. 333-181514);
|
2.
|
Registration Statement (Form S-8) pertaining to the Clear Channel Outdoor Holdings, Inc. 2005 Stock Incentive Plan (No. 333-130229); and
|
3.
|
Registration Statements (Form S-8) pertaining to the Clear Channel Communications, Inc. 401(k) Savings Plan (Nos. 333-167468 and 333-132950)
|
1.
|
I have reviewed this Annual Report on Form 10-K of Clear Channel Outdoor Holdings, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
1.
|
I have reviewed this Annual Report on Form 10-K of Clear Channel Outdoor Holdings, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|