SEC Comment Letter for Clear Channel Outdoor Holdings, Inc. (CCO) (CIK 0001334978) (CCO) — Jun 22, 2016
Clear Channel Outdoor Holdings, Inc. (CCO) (CIK 0001334978)
Date: June 22, 2016 · CIK: 0001334978 · Accession: 0000000000-16-081618
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3720 June 22, 2016 Robert H. Walls, Jr. Executive Vice President and General Counsel Clear Channel Outdoor Holdings, Inc. 200 East Basse Road, Suite 100 San Antonio, Texas 78209
Re: Clear Channel Outdoor Holdings, Inc. Form 10 -K for Fiscal Year Ended December 31, 201 5 Response Dated May 26, 2016 Form 8 -K filed May 4, 2016 File No. 1 -32663
Dear Mr. Walls :
We have reviewed your May 26, 2016 response to our comment letter and related filings and have the following comments. Please comply with the following comments in future filings. Confirm in writing that you will do so and explain to us how you intend to comply.
Please respond to the se comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After rev iewing your response to these comments, we may have additional comments.
Robert H. Walls, Jr. Clear Channel Outdoor Holdings, Inc. June 22, 2016 Page 2
Form 8 -K Filed May 4, 2016
Exhibit 99.1
1. Your disclosure of OIBDAN in the introduction of and throughout your earnings release is inconsistent Question 102.10 of the updated Compliance and Disclosure Interpretations on Non-GAAP Financial Measures issued on May 17, 2016. Please consider the above - mentioned Interpretations in their entirety when preparing the disclosures to be included in your next earnings release.
2. We refer to your presentation labeled “Revenues, Operating Expenses and OIBDAN by Segment ” on page 3 and “Excluding Movements in Fore ign Exchange” on page 4. We note that OIBDAN is not the measure of segment profit or loss used in meeting the disclosure requirements pursuant to ASC 280 -10-50 in your annual and interim financial statements . In addition, “operating expenses” excludes depreciation and amortization, sale-leaseback and other expense s. Therefore, Operating Expenses by Segments, Consolidated Operating Expenses, OIB DAN by Segments and Consolidated OIB DAN are non -GAAP financial measures. Accordingly, it appears that your us e of GAAP terminology for non -GAAP amounts and subtotals in this manner is not appropriate. Please revise to clearly label them as non -GAAP measures and comply with Item 10(e)(1)(i) of Regulation S -K.
You may contact Christy Adams, Senior Staff Accountan t, at (202) 551 -3363 or Ivette Leon, Assistant Chief Accountant, at (202) 551 -3351 if you have questions regarding comments on the financial statements and related matters. Please contact Paul Fischer, Staff Attorney at (202) 551 -3415 or me at (202) 551 -3810 with any other questions.
Sincerely,
/s/ Carlos Pacho for
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Mail Stop 3720 June 22, 2016 Robert H. Walls, Jr. Executive Vice President and General Counsel Clear Channel Outdoor Holdings, Inc. 200 East Basse Road, Suite 100 San Antonio, Texas 78209 Re: Clear Channel Outdoor Holdings, Inc. Form 10 -K for Fiscal Year Ended December 31, 201 5 Response Dated May 26, 2016 Form 8 -K filed May 4, 2016 File No. 1 -32663 Dear Mr. Walls : We have reviewed your May 26, 2016 response to our comment letter and related filings and have the following comments. Please comply with the following comments in future filings. Confirm in writing that you will do so and explain to us how you intend to comply. Please respond to the se comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After rev iewing your response to these comments, we may have additional comments. Robert H. Walls, Jr. Clear Channel Outdoor Holdings, Inc. June 22, 2016 Page 2 Form 8 -K Filed May 4, 2016 Exhibit 99.1 1. Your disclosure of OIBDAN in the introduction of and throughout your earnings release is inconsistent Question 102.10 of the updated Compliance and Disclosure Interpretations on Non-GAAP Financial Measures issued on May 17, 2016. Please consider the above - mentioned Interpretations in their entirety when preparing the disclosures to be included in your next earnings release. 2. We refer to your presentation labeled “Revenues, Operating Expenses and OIBDAN by Segment ” on page 3 and “Excluding Movements in Fore ign Exchange” on page 4. We note that OIBDAN is not the measure of segment profit or loss used in meeting the disclosure requirements pursuant to ASC 280 -10-50 in your annual and interim financial statements . In addition, “operating expenses” excludes depreciation and amortization, sale-leaseback and other expense s. Therefore, Operating Expenses by Segments, Consolidated Operating Expenses, OIB DAN by Segments and Consolidated OIB DAN are non -GAAP financial measures. Accordingly, it appears that your us e of GAAP terminology for non -GAAP amounts and subtotals in this manner is not appropriate. Please revise to clearly label them as non -GAAP measures and comply with Item 10(e)(1)(i) of Regulation S -K. You may contact Christy Adams, Senior Staff Accountan t, at (202) 551 -3363 or Ivette Leon, Assistant Chief Accountant, at (202) 551 -3351 if you have questions regarding comments on the financial statements and related matters. Please contact Paul Fischer, Staff Attorney at (202) 551 -3415 or me at (202) 551 -3810 with any other questions. Sincerely, /s/ Carlos Pacho for Larry Spirgel Assistant Director AD Office 11 – Telecommunications cc: Lauren E. Dean Vice President, Associate General Counsel and Assistant Secretary