Clear Channel Outdoor Holdings Inc

Overview

Clear Channel Outdoor Holdings, Inc. (the “Company”) is a leading provider of out-of-home advertising solutions, offering advertisers impactful and innovative opportunities to reach mass audiences across a variety of high-traffic public spaces. By leveraging the scale, reach and flexibility of our diverse portfolio of assets — including roadside billboards, street furniture and airport displays — we connect advertisers with millions of consumers every month. We believe we are at the forefront of driving innovation in the out-of-home advertising industry, and our dynamic advertising platform is broadening the pool of advertisers using our medium through the expansion of our network of digital displays and the integration of data analytics and programmatic capabilities to deliver measurable campaigns that are simpler to buy.

Our common stock is listed on the New York Stock Exchange under the symbol “CCO.”

Development of our Business

Historically, we have operated in the United States (“U.S.”), Europe, Latin America and Asia. In December 2021, our Board of Directors (the “Board”) authorized a review of strategic alternatives for our European businesses, including potential divestitures, as part of a broader strategy to focus on growing our more profitable U.S. operations, improving organic cash flow and reducing leverage. In 2023, our Board also authorized the potential divestitures of our Latin American businesses.

In 2023, we sold our businesses in Switzerland, Italy and France, which, along with our business in Spain, comprised our Europe-South segment. On January 8, 2025, we entered into a definitive agreement to sell the businesses in our Europe-North segment to Bauer Radio Limited, a subsidiary of Bauer Media Group. This transaction is expected to close in 2025, upon satisfaction of regulatory approvals. On February 5, 2025, we completed the sale of our businesses in Mexico, Peru and Chile to Global Media US LLC in a simultaneous sign-and-close transaction.

The sales processes for our remaining European and Latin American businesses in Spain and Brazil are ongoing. While we cannot guarantee the completion of any transactions, we currently expect these sales to occur within the next year, subject to the satisfaction of regulatory approvals and other closing conditions, if applicable.

Our Industry

We believe out-of-home advertising holds a strong position in the media mix, offering advertisers a cost-effective medium to reach consumers along their daily journeys in ways that can drive measurable results, with over 90% of American adults on the road each week according to 2024 Scarborough Research data. Out-of-home’s large, high-impact displays and access to distinctive creative capabilities, such as three-dimensional elements and lighting effects, offer advertisers an impactful way to tell brand stories. Out-of-home can also help advertisers reach their audiences in iconic, strategic locations, with some advertisers securing long-term access to these key locations, and can serve both as a hyper-local, targeted medium and as a scaled, mass-reach medium.

The out-of-home industry continues to undergo a technology-driven transformation. Modern marketers aim to efficiently reach the right audiences, quickly adjust messaging and measure campaign impact—all with speed, simplicity and transparency. The growth of digital media and use of audience data enable advertisers to select displays they believe are most likely to reach their target audiences and adjust advertisements based on dynamic factors, such as time of day, weather, breaking news and shifting strategies, making messaging more relevant and effective.

While the out-of-home industry continues to grow due to increased urbanization and consumer mobility, traditional media such as print, television and radio are losing ad spend market share as audiences have fragmented, shifting toward online and application-based content. According to MAGNA Global data from December 2024, U.S. out-of-home revenues are expected to grow at a 4.4% compounded annual growth rate from 2025 to 2029, while other traditional mediums are expected to shrink or remain relatively flat. We believe the fragmentation of media audiences, along with consumers’ increasing use of technology to block digital advertisements, will further boost the appeal of out-of-home as an advertising medium.

Out-of-home is a resilient advertising medium with key differentiators that we believe provide stability to our market position. Our industry is anchored on a foundation of assets that are difficult to replicate because they are highly regulated, subject to proprietary relationships with exclusivity provisions, and require deep operational expertise. In the U.S., federal, state and local regulations limit permits for new billboard inventory, and numerous signage ordinances can make it challenging for new entrants to compete at scale. In airports, barriers to entry arise from the complexity of operating major advertising concessions. Airport, transit and street furniture advertising media are often built on exclusive contracts, which require strong relationships with officials and regulatory authorities, as well as specialized expertise in operating municipal concessions.

Our Competition

The U.S. out-of-home advertising industry is fragmented and highly competitive, consisting of other large companies such as Outfront Media, Inc. and Lamar Advertising Company, as well as numerous smaller, local players. Competition is primarily based on the ability to effectively reach and impact consumers. We also compete with other forms of advertising, including mobile, social media, online, broadcast, cable and streaming television, radio, print, direct mail and more. According to MAGNA Global data from December 2024, out-of-home accounts for nearly 3% of the U.S. advertising market.

Our Strategy

We believe the economics of out-of-home are highly attractive at scale, with the finite nature of our inventory generally allowing us to manage rates as demand increases. We are focused on driving incremental demand for sustainable long-term revenue growth while increasing operational efficiencies to enhance profitability, improve operating cash flow and reduce leverage. Our strategy centers on three pillars: accelerating our digital transformation, prioritizing customer-centricity and driving executional excellence.

Accelerating our Digital Transformation

Technological advances are transforming out-of-home advertising, and we are leveraging investments in technology to meet modern marketers’ demands. We aim to make out-of-home advertising as easy to plan, buy and measure as online campaigns, but with greater impact and reduced brand risk. By modernizing our solutions to be more data-driven, easier to buy and faster to launch, we seek to enhance out-of-home’s value, attract more advertisers and capture market share from other media. To this end, we have continued to invest in the digital transformation of every aspect of our business, including displays, data solutions, sales methods and operations.

Growing our Digital Footprint

As an early adopter of digital display technology, we continue to prioritize the deployment of digital displays to enhance the creativity, relevance and flexibility of our out-of-home solutions, while aligning with long-term market trends. In 2024, we added 99 large-format digital billboards across the U.S., including both new builds and the conversion of high-demand inventory to digital formats. Digital assets offer highly attractive economics by creating additional advertising opportunities and optimizing yield per structure. As of December 31, 2024, digital assets accounted for 8% of our U.S. inventory, yet generated 41% of our U.S. revenue for the year. According to MAGNA Global data from December 2024, U.S. digital out-of-home revenues are projected to grow at a 9.7% compounded annual growth rate from 2025 to 2029. We aim to capture a significant share of this growth by expanding our network of digital displays and continuing to invest in our teams and infrastructure to accelerate this process.

Enhancing our RADAR Offering

Clear Channel Outdoor RADAR (“RADAR”), our proprietary suite of data-driven solutions, helps brands plan, measure and amplify the impact of out-of-home advertising. RADAR uses insights from anonymized and/or aggregated mobile location data, designed to enable our customers to create highly customized, measurable out-of-home campaigns that reach the right audiences in the right locations at the right time. RADAR consists of several interoperable solutions:

•RADARView®: Our audience and campaign planning tool that uses historical mobile location data to rank displays based on their efficiency in reaching target audiences and provides a map-based interface combining aggregated demographic, behavioral and location data.

•RADARConnect®: Our campaign amplification solution that aims to extend the reach of out-of-home advertisements by delivering supportive advertisements across mobile and other devices, helping customers re-target audiences and drive additional impact from their campaigns.

•RADARProof®: Our suite of campaign measurement and attribution solutions that analyzes anonymized and/or aggregated data to assess out-of-home advertising’s impact on audience behavior, measuring the effectiveness of campaigns on influencing business objectives such as brand perception, store visits, website traffic and mobile application downloads.

•RADARSync®: Our data integration platform designed to enable customized application of the RADAR tools and privacy-compliant sharing of RADAR insights with clients’ analytics platforms.

We continue to enhance our RADAR offering through partnerships that improve our data analytics and campaign measurement capabilities, which we believe strengthen our platform’s value, deepen customer relationships, and attract new advertisers and verticals that traditionally have not used out-of-home. By continually improving audience insights, data solutions and campaign performance tracking, we aim to drive continued revenue growth.

Building on our Programmatic Presence

We continue to build on our programmatic solution, which leverages automated technology, data and algorithms to offer a streamlined buying process and improve audience targeting and advertisement measurement capabilities through real-time, biddable digital marketplaces. This offering brings efficiency to the out-of-home sales process, enabling advertisers to easily purchase advertisements across multiple publishers, manage campaigns on a self-service basis, and operate with a level of flexibility similar to that of online platforms. Demand Side Platforms (“DSPs”) allow advertisers to buy efficiently using preset parameters, enabling real-time transactions that optimize reach, impact, pricing and outcomes. Supply Side Platforms (“SSPs”) allow publishers like us to connect inventory to multiple DSPs simultaneously, exposing available inventory to more potential buyers while also providing control over pricing.

Although programmatic out-of-home is still emerging, we believe it, along with other automated trading platforms, has the potential to drive growth in the digital out-of-home sector and help us tap into demand from digital marketers and advertisers new to out-of-home. We have been at the forefront in the U.S. programmatic out-of-home space since pioneering the private marketplace buy type in 2016. With our differentiated inventory, dedicated sales team, advanced technology, innovative data solutions and deep industry relationships, we believe we are well-positioned for growth.

Digitizing our Operations

We continually invest in digital infrastructure to streamline key processes throughout the campaign cycle, aimed at improving the customer experience and reducing the time needed to pursue, win and execute contracts. Significant progress has been made in our U.S. business, including:

•Planning: We created an inventory management system that provides real-time visibility into availability and pricing. We also introduced a fast-response service team that supports our entire sales organization and offers insights into real-time demand and utilization.

•Buying: We developed an electronic order processing system and are exploring self-service options, direct buying and other ways to enhance direct customer interactions.

•Activation: We have modernized campaign installation processes by automating creative production specifications, integrating QR codes for material tracking, and optimizing installation routes. Additionally, we are upgrading our digital content management system to improve operational efficiency and unlock new revenue opportunities.

•Reporting and Invoicing: We upgraded our proof-of-performance tools with mobile devices and digital cameras, allowing real-time campaign verification. Proof-of-performance reports are now published through our Clear Channel Outdoor Clear Access application, streamlining invoicing and payments.

Prioritizing Customer-Centricity

We are focused on understanding the needs of both existing and potential customers to make targeted investments that we believe will enable us to drive incremental demand and access new advertising budgets. We believe segmenting our customer base by size is an effective way to manage and serve customers based on their specific needs, as outlined below:

•Local and Regional Clients: These advertisers prioritize trust and long-term relationships. Our sales team’s market expertise and high-touch customer service are key to meeting these advertisers’ needs.

•Large National Advertisers: To navigate the complex agency model, we have enhanced our traditional Account Executive sales approach by adding an Agency Partnerships team focused on building relationships with key decision-makers and influencers at agencies who impact budget allocations on the front end. The Client Solutions Team works directly with marketers to identify needs and develop innovative opportunities. Finally, we are increasingly hiring industry vertical experts (e.g., pharmaceuticals, automotive) to strengthen our connections with advertisers.

•Small Businesses: These customers seek simple, flexible advertising solutions. We believe we have improved our approach to better serve this group by increasing the efficiency of our Inside Sales team in engaging these customers and providing tailored solutions. Additionally, we are developing automated buying and self-service options to better meet their needs.

Driving Executional Excellence

To meet customers’ growing demand for faster response times and results, we are focused on improving the speed, quality and repeatability of key business processes through measurable outcomes, which we define as “executional excellence.” We believe this approach supports our digital transformation and customer-centricity pillars. Current key initiatives include:

•Driving opportunities for revenue growth and increased profitability by focusing on the following critical goals:

◦People: Maximizing sales and support team productivity through targeted talent acquisition, efficient onboarding and ramping, coaching, and by fostering a culture of cross-channel collaboration and continuous learning.

◦Inventory: Expanding and innovating our portfolio through product development, acquisitions, digital technology, creative solutions (e.g., digital roadblocks), new sales methods, and data-driven tools (e.g., RADAR).

◦Customers: Maximizing revenue from both new and existing customers by focusing on account development, lead generation, business growth opportunities, churn reduction, and ongoing sales team training.

◦Planning: Closing revenue gaps through strategic planning focused on growth objectives, actionable tactics, resource allocation, and performance tracking to ensure continued progress.

•Improving alignment and communication between sales teams to expand into new verticals, optimize account executive capacity and inventory management, and achieve goals of increased deal size, higher rates on premium inventory, and improved occupancy across product categories.

•Embedding our culture and community values across operations, fostering an ownership mindset throughout the organization to build strategic alliances and encourage collaboration for long-term success.

•Expanding workflow automation to streamline transactional processes and improve efficiency across functions.

Our Business Segments

As a result of strategic actions to optimize our portfolio and focus on U.S.-based operations, we now operate two reportable business segments: America (U.S. operations excluding airports) and Airports (U.S. and Caribbean airport operations). Together, these segments generated $1.5 billion in revenue in 2024. We are one of the largest out-of-home advertising companies in the U.S., with operations in 81 Designated Market Areas (“DMAs”), including 43 of the top 50 U.S. markets, as of December 31, 2024. Additional information about these segments is provided below.

Previously, we operated four reportable segments: America, Airports, Europe-North (operations in the United Kingdom, the Nordics, and other northern and central European countries), and Europe-South (operations in Spain and, prior to their sales in 2023, Switzerland, Italy and France). In 2023, we classified the Europe-South segment as discontinued operations and completed the sale of these operations, except for the Spanish business, which remains held for sale. As of December 31, 2024, we also classified the Europe-North segment businesses as discontinued operations. On January 8, 2025, we entered into a definitive agreement to sell the Europe-North segment businesses, and we expect the transaction to close in 2025. Combined, our European operations generated $772 million in revenue in 2024.

Our operations in Latin America and in Singapore are not material to our overall business. As of December 31, 2024, we classified the operations in Latin America as discontinued operations, and on February 5, 2025, we completed the sale of our businesses in Mexico, Peru and Chile.

America and Airports (Continuing Operations)

Overview

As of December 31, 2024, our America segment operated more than 48,700 displays across 28 U.S. DMAs, primarily concentrated in larger markets. The largest revenue-generating product in this segment is large-format billboards, typically located along major expressways, primary commuting routes and main intersections. We benefit from certain barriers to entry in traditional roadside advertising, including regulations that limit permits for new billboard inventory, our operational expertise, and strong relationships with landlords and local governments. The America segment contributed 76%, 77% and 80% of our revenue from continuing operations in 2024, 2023 and 2022, respectively.

As of December 31, 2024, our Airports segment operated more than 13,100 displays across nearly 200 commercial and private airports in the U.S. and the Caribbean, making us the largest airport advertising provider in the U.S. Our contracts generally include exclusivity provisions, granting us the sole right to sell advertising at specific airports. The Airports segment contributed 24%, 22% and 19% of our revenue from continuing operations in 2024, 2023 and 2022, respectively.

Sources of Revenue

America

Revenue from our America segment was $1,144 million in 2024, $1,101 million in 2023, and $1,106 million in 2022. The breakdown of America revenue by product for these years is shown in the table below:

Digital displays accounted for 36%, 35% and 34% of total America revenue in 2024, 2023 and 2022, respectively.

Advertising is generally sold to customers in four-week periods. The descriptions of each product type, available in both printed and digital formats, are as follows:

•Billboards: Includes the following sub-types:

•Bulletins: Large, high-traffic displays (typically 14x48 feet) generally located along major expressways and primary commuting routes that are highly visible. Customers can contract for individual bulletins, multi-location campaigns, or a network of bulletins with rotating advertisements.

•Posters: Smaller displays (typically 11x23 feet) often used to provide full market coverage, generally located in commercial areas along primary and secondary routes, oftentimes near point-of-purchase locations. Junior posters (5x11 feet) are typically placed near retail outlets to drive sales. Premiere Panels are hybrid displays that combine the creative impact of bulletins with the reach and frequency of posters, featuring high-quality vinyl stretched over panels similar to bulletins.

•Spectaculars and Wallscapes: Spectaculars are large, custom displays with eye-catching effects, such as video, three-dimensional elements and moving parts, located primarily in New York City’s Times Square and Las Vegas. Wallscapes are large, custom-designed displays on building sides or other structures, often becoming city landmarks. Most are located in Los Angeles and Times Square.

•Street Furniture: Advertising surfaces on bus shelters, kiosks, news racks and other public structures, primarily in metropolitan areas and along major commuting routes, typically sold as a network package that includes multiple displays.

•Other: Includes fees for creative and operational services, such as ad design, printing and installation; revenue from transit displays in rail stations and on buses, trains and trams; and non-advertising revenue.

The table below shows America’s printed, digital and total revenue from each of our top 15 U.S. markets in 2024:

The table below shows the number of displays in our America segment as of December 31, 2024, by product type, for each our top 15 U.S. markets:

Airports

Our Airports segment offers advertising opportunities at nearly 200 commercial and private airports in the U.S. and the Caribbean, targeting travelers at key touchpoints throughout their journey. Displays are available in printed, digital and experiential formats, including custom exhibits and interactive displays. Customer contracts typically range from four weeks to one year, with some lasting longer.

Revenue from our Airports segment was $361 million in 2024, $312 million in 2023, and $256 million in 2022, with digital displays accounting for 57%, 60% and 57% of this revenue in each respective year. As of December 31, 2024, our Airports segment had 13,141 displays, including 2,610 digital displays.

Rates

Our advertising rates are determined by factors such as location, demand, competition, display size, occupancy, illumination, market and gross rating points, which measure the total number of impressions delivered by a display or group of displays, expressed as a percentage of market population. Impressions are measured by independent organizations using a range of dynamic data sources, including anonymous location and trip data from smartphones, to estimate the number of people passing a display within a defined period and provide insights into their demographics. Billboards typically have higher margins than other display types due to their larger size, greater impact and prime locations along major roadways.

Operations

We generally outsource the fabrication and manufacturing of advertising structures to third parties, regularly seeking competitive bids from vetted suppliers located throughout the U.S. to enhance competition, meet demand and reduce logistics costs. For digital displays, we use a number of vetted domestic suppliers for LED and LCD products, with any items not manufactured domestically purchased through a number of U.S. distributors. Product installation is handled by a mix of internal and external resources.

Printed advertising copy, which is often provided by the advertiser or a third party, is primarily printed on vinyl or polyethylene material and transported to the display site for installation. Digital displays are connected to centralized systems to quickly update content across multiple locations. We also conduct visual inspections of our inventory to identify and address defects within a reasonable period of time.

America

Most of our billboard structures require permits for construction, maintenance and operation, which are typically granted by state and/or local governments. These permits are usually transferable or renewable for a minimal fee or no fee. We typically own the physical structures and manage their construction centrally, placing them on sites we lease, own, or for which we have acquired permanent easements or executed long-term management agreements. Lease terms generally range from one to twenty years, with many offering renewal options. We believe our properties are in good condition and suitable for operations, and no single property is material to our overall operations.

We are also generally responsible for constructing and maintaining street furniture structures. Our rights to place and sell advertising on these structures are governed by contracts with municipal and transit authorities, which are awarded through competitive bidding processes governed by local law. These contracts generally have terms of five to fifteen years and may include renewal options. We compensate the municipal and transit authorities with a minimum fee and/or a share of advertising revenue, depending on the contract terms.

Airports

Our rights to place displays and sell advertising at airports are typically awarded by public transit authorities in competitive bidding processes or may be negotiated with private transit operators. These contracts generally have terms from five to ten years and may include renewal options. We compensate the transit authorities and operators with a minimum fee and/or a share of advertising revenue earned, depending on the contract terms.

Europe-North and Europe-South (Discontinued Operations)

We have historically operated in densely populated urban areas across Europe, divided into two geographic segments —Europe-North and Europe-South. However, as noted above, both segments are now classified as discontinued operations.

•Europe-North: Includes operations in the United Kingdom (the “U.K.”), Sweden, Belgium, Norway, Finland, the Netherlands, Denmark, Ireland, Poland, Estonia, Latvia and Lithuania. Revenue from this segment was $662 million in 2024, $620 million in 2023, and $566 million in 2022.

•Europe-South: Includes operations in Spain and, prior to their sales on March 31, May 31 and October 31, 2023, respectively, Switzerland, Italy and France. Revenue from this segment was $110 million in 2024, $362 million in 2023, and $467 million in 2022.

About half of our European revenue comes from street furniture displays, with the remainder primarily derived from retail displays, transit displays and billboards. Digital displays accounted for roughly half of the total revenue. Most of our customers are national or regional advertisers, typically working through media or advertising agencies.

We generally outsource the design and manufacturing of advertising structures, mainly to suppliers in China and the U.K., with digital displays provided by vendors specializing in LCD or LED technology. Advertising copy is often supplied by media or advertising agencies and delivered either digitally or in print, with digital advertisements centrally controlled via our content management system. We build our portfolio of advertising assets through long-term contracts with landlords, including municipalities, transit authorities, retailers and mall operators, and private landowners, with terms that typically range from two to fifteen years, depending on the asset. Upfront investments and ongoing maintenance costs vary by contract.

Other

Operations in Latin America (Mexico, Brazil, Chile and Peru) generated revenue of $72 million in 2024, $73 million in 2023, and $66 million in 2022, primarily from billboards and street furniture advertising. These operations were classified as discontinued as of December 31, 2024.

Revenue from Singapore was nominal in 2024 following the loss of a contract that ended on December 31, 2023, but we continue to operate this business at a reduced scale and explore new revenue opportunities. Revenue from Singapore was $22 million in 2023 and $20 million in 2022.

Seasonality and Macroeconomic Trends

Our financial performance across all reportable segments is typically weakest in the first quarter, both in terms of revenue and Segment Adjusted EBITDA, with the strongest results generally occurring in the fourth quarter.

Our results are also impacted by economic conditions, as advertising revenue tends to correlate with changes in gross domestic product. In recent years, inflation has increased costs, which we believe we have partially offset with higher advertising rates, while rising interest rates have increased our cost of debt. Although inflation has slowed from its peak in 2022 and the U.S. Federal Reserve reduced the federal funds rate in 2024, the rate remains moderately elevated, and future economic fluctuations are uncertain.

We closely monitor global economic developments. Out-of-home advertising growth has remained fairly resilient over time, and we believe we can manage costs if necessary. We also remain committed to maintaining ample liquidity. For more details on macroeconomic trends and market risks, please refer to Item 7 and Item 7A of this Annual Report on Form 10-K.

Regulation of our Business

Our business is subject to various local, state and federal laws and regulations in the countries where we operate, including:

•Land use laws and zoning restrictions;

•Environmental, health and safety laws and regulations, including those applicable to owners or operators of real estate properties and facilities, and those related to the handling of hazardous substances (including their use, storage, disposal, emission and release) and greenhouse gas emissions;

•Consumer protection, information security and data privacy laws, including those related to the protection of, access to, or acquisition of Personal Information (“PI”);

•Regulations seeking to impose taxes on out-of-home advertising revenue, as well as on personal property or leasehold interests in advertising locations; and

•Labor, employment, human rights, anti-bribery and competition laws.

For the year ended December 31, 2024, compliance with these governmental regulations did not have a material effect on our capital expenditures, earnings or competitive position, and, at this time, we do not expect to incur material capital expenditures related to compliance with regulations in 2025.

Additional information about the impact of government regulations on our business is provided below and in Item 1A of this Annual Report on Form 10-K.

Industry Regulation

In the U.S., the Highway Beautification Act (the “HBA”) regulates out-of-home advertising on controlled roads, including billboard size and placement, and requires the development of state standards and compliance programs for the effective control of billboards. All states have passed billboard control statutes and regulations generally governing the construction, repair, maintenance, upgrade, lighting, height, size, spacing, placement and permitting of out-of-home advertising structures, with local governments typically incorporating billboard control into zoning laws and building codes. Internationally, countries where we operate have similar regulations limiting the size, placement, nature, density and content of out-of-home displays. Many of these regulations also govern the development of new out-of-home locations and address the use of new technologies for changing displays, including digital displays, with some existing U.S. and international regulations restricting or prohibiting their use.

Privacy and Data Protection

We collect certain information from users of our technology platforms, including our websites, interactive features, social media pages, mobile applications and programmatic offerings. We also obtain anonymous and/or aggregated audience behavior insights about consumers from vetted third-party data providers, which we use and share for various business purposes, including coordinating clients’ out-of-home campaigns with online advertising campaigns run by our business partners. We also collect PI from employees, clients, website visitors, business partners, and consumers interacting with digital content such as QR codes and beacon technology.

The collection and processing of PI subjects us to numerous consumer protection, information security, data protection and privacy laws at the federal, state, local and international levels. These laws require specific security controls and protections for certain types of PI, as well as notifications in the event of certain data breaches. We have implemented a legal and information security-led approach to address our compliance obligations and manage associated risks.

Our Human Capital Resources

As of December 31, 2024, we employed approximately 4,100 people, with approximately 1,800 in the U.S., 1,800 in Europe, and the remainder in Latin America and Singapore. We believe attracting, motivating and retaining top talent is essential to our success. To support this, our human capital management strategy centers on talent acquisition, employee development and retention. Our annual talent identification and development programs are designed to ensure succession planning strategies for key roles, while our robust annual goal-setting and performance management processes seek to align employees with company objectives. We strive to cultivate strong teams and an inclusive culture, guided by our core values of integrity, innovation, excellence, safety and fairness. Our employee value proposition emphasizes competitive compensation, benefits, work environment, career development and culture.

We believe that people perform best when they enjoy their work, so we prioritize creating a workplace where growth, success and fun go hand in hand. We formally survey our employees on a periodic and ongoing basis to measure engagement and identify areas for improvement. Our most recent full employee engagement surveys, conducted in the U.S. in 2022 and in Europe in 2023, had response rates of 83% and 80%, respectively, indicating increased engagement compared to the previous surveys. In the U.S., we also conduct annual pulse surveys to gather ongoing feedback and track engagement trends between full surveys.

Compensation and Benefits Programs

Our compensation and benefits programs are designed to attract, retain and motivate talented individuals who support our business objectives, strategic goals and long-term value creation for stockholders. We offer market-competitive compensation packages that include base salary and annual incentive bonuses tied to Company and division financial, operational and strategic objectives, as well as individual performance targets, in line with our pay-for-performance philosophy. Sales employees also receive sales commission incentives, while executives and certain other employees receive long-term equity awards that vest based on our relative total shareholder return or over a defined period. We believe this mix of short-term and long-term incentives ensures competitive compensation and aligns employee and stockholder interests. Additionally, we offer a range of benefits for employees and their families, including healthcare, insurance, qualified spending accounts, retirement savings plans, parental leave and various other benefits.

Workplace Practices and Policies

We are committed to fostering a respectful, inclusive and supportive work environment where all employees have the opportunity to grow and succeed. This includes our commitment to a workplace free from discrimination and harassment, promoting safety and well-being, and providing career development opportunities.

As an equal opportunity employer, our policies prohibit discrimination in employment decisions based on protected characteristics, such as gender, race, sexual orientation, religion, disability and physical appearance. We also support several employee-led resource groups that are open to all employees, providing a platform for sharing perspectives and fostering connections across the company.

Safety is one of our core values. We strive to comply with applicable local safety regulations and provide regular health and safety training and assessments. Our health and safety management systems are subject to regular inspections and independent audits performed by trained health and safety auditors. We also prioritize employee well-being by offering health benefits, including preventive care, specialized healthcare support and wellness initiatives.

Our mentorship programs connect less experienced employees with more senior colleagues to foster development and knowledge sharing. We also offer a leadership development program to identify and prepare future leaders through feedback, goal-setting and tailored development plans. In late 2024, we launched Career Development Planning for all U.S. employees, with widespread adoption expected in 2025. Employees are encouraged to create personalized career plans in collaboration with their managers and mentors, setting goals and pursuing actions aligned with their professional aspirations.

Community Involvement

Making a positive impact in the communities we serve is a guiding principle of our culture. Through our corporate social responsibility initiatives, we partner with local and national organizations worldwide, striving to improve health and safety, promote sustainability, and support arts, education and cultural diversity.

We also encourage employees to give back by volunteering in their communities. In the U.S., all full-time employees receive one paid day off each year for volunteering through our Spirit Day program. In 2024, U.S. employees contributed approximately 4,300 volunteer hours as part of this program.

Code of Business Conduct and Ethics

Our Code of Business Conduct and Ethics (the “Code”) sets standards for our officers, directors, employees, interns, contractors and agents throughout our corporate structure. Training on the Code is mandatory upon hire and annually thereafter. Key provisions of the Code and its underlying programs, policies and procedures include: whistleblower protections, human rights and labor protections, anti-bribery and anti-corruption policies, conflict of interest disclosures, third-party screening for sanctions and embargoes, a Supplier Code of Conduct, procurement and due diligence procedures to manage supply chain risks, an environmental policy promoting sustainability, and overarching compensation guidelines for senior management that incorporate compliance with Company policies as part of performance-based pay.

Climate Change and Sustainability

We are committed to sustainability and participating in industry sustainability initiatives. Our global Environmental Policy, aligned with the ISO 14001 standard, emphasizes continuous improvement and the evaluation of environmental risks and opportunities. As part of our digital transformation, we have continued to focus on enhancing the efficiency of our products, services and technologies. This includes converting displays to LED lighting, utilizing light sensors and screen dimming technology, and exploring alternative energy sources where appropriate for our business.

Available Information

Additional information about the Company can be found on our Investor Relations website at investor.clearchannel.com. The contents of our website are not deemed to be part of this Annual Report on Form 10-K or any other filings with the U.S. Securities and Exchange Commission (“SEC”).

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports are available free of charge on our Investor Relations website at investor.clearchannel.com/financials/quarterly-results as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. These filings are also available at the SEC’s website, sec.gov.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following information about our executive officers is presented as of February 24, 2025:

Scott R. Wells was appointed as our President and Chief Executive Officer on January 1, 2022. Prior to that, he served as Chief Executive Officer of Clear Channel Outdoor Americas from March 3, 2015. Before joining Clear Channel, Mr. Wells was an Operating Partner at Bain Capital starting in January 2011, and prior to that, an Executive Vice President at Bain Capital from 2007. Previously, he held various executive roles at Dell, Inc. from 2004 to 2007, most recently as Vice President of Public Marketing and On-Line in the Americas. Prior to joining Dell, Inc., Mr. Wells was a Partner at Bain & Company, focusing on technology and consumer-oriented companies. He currently serves as Chair of both the Achievement Network and the Outdoor Advertising Association of America. Mr. Wells holds an MBA with distinction from the Wharton School of the University of Pennsylvania and a B.S./B.A. from Virginia Tech University.

David J. Sailer was appointed as our Executive Vice President and Chief Financial Officer on March 1, 2024. Prior to that, he served as Executive Vice President and Chief Financial Officer of Clear Channel Outdoor Americas since August 2014, as well as the Company’s Executive Vice President of Corporate Development since January 1, 2023. Previously, Mr. Sailer was Senior Vice President of FP&A at iHeartMedia, Inc. starting in October 2013. Prior to that role, he was the Chief Financial Officer of NBC News Digital Portfolio, and he previously also held various leadership roles at NBCUniversal and worked as a staff accountant at Hunter Group LLP. Mr. Sailer holds an MBA from Fordham University and a Bachelor of Professional Accounting from Montclair State University.

Lynn A. Feldman was appointed as our Executive Vice President, General Counsel and Corporate Secretary on May 1, 2019. On November 1, 2022, her title was changed to Executive Vice President, Chief Legal Officer and Corporate Secretary. Prior to this role, Ms. Feldman served as Executive Vice President and General Counsel for Clear Channel Outdoor Americas from July 2016. Prior to that, she served as Executive Vice President and General Counsel for Wyndham Hotel Group from 2009 to 2015. Previously, Ms. Feldman served as Senior Vice President, Deputy General Counsel and Corporate Secretary for Wyndham Worldwide Corporation, and held various corporate roles at Cendant Corporation. She was also a Corporate Associate at Lowenstein Sandler LLP. Ms. Feldman earned a J.D. from the Georgetown University Law Center and a B.A. from Boston College.

Jason A. Dilgerwas appointed as our Senior Vice President and Chief Accounting Officer on May 1, 2019. Prior to that, he served as Senior Vice President of Accounting for Clear Channel Outdoor Americas starting in August 2011. Previously, Mr. Dilger was Corporate Controller at Sinclair Broadcast Group from 2006 to 2011 and held various accounting and finance roles at Municipal Mortgage & Equity from 2004 to 2006. He began his career in public accounting, gaining nearly a decade of experience at Arthur Andersen LLP and Ernst & Young LLP. Mr. Dilger is a CPA and holds a B.S. in Accounting from the University of Delaware.

Justin Cochrane was appointed as our Chief Executive Officer of Clear Channel U.K. & Europe on January 1, 2023. He joined Clear Channel in November 2001 and has held various finance and operational roles across Clear Channel’s U.K. and International Corporate divisions, including Group Controller of Clear Channel International and Chief Financial Officer and Chief Operating Officer of Clear Channel U.K. Mr. Cochrane became CEO of Clear Channel U.K. in 2015 and, in 2019, assumed the role of CEO for both Clear Channel U.K. and Clear Channel’s European markets. Prior to joining Clear Channel, he trained as a Chartered Accountant and worked in public accounting and banking for five years. Mr. Cochrane is currently Chairman of Outsmart, the U.K.’s out-of-home industry trade body, and serves on the board of the Committee of Advertising Practice in the U.K. He holds a Master’s Degree in Engineering from the University of Oxford.