Clear Channel Outdoor Holdings Inc

CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTE 1 –DESCRIPTION OF BUSINESS

Clear Channel Outdoor Holdings, Inc. (“CCOH”) is a publicly traded company that sells out-of-home advertising on displays it owns or operates, including roadside billboards, street furniture and airport displays, using both digital and printed formats. The Company’s common stock is listed on the New York Stock Exchange under the symbol “CCO.” References in these financial statements to “the Company,” “we,” “us” and “our” refer to Clear Channel Outdoor Holdings, Inc. and its consolidated subsidiaries.

Business Developments

Historically, the Company operated in the U.S., Europe, Latin America and Asia. In December 2021, the Company’s Board of Directors (the “Board”) authorized a review of strategic alternatives for its European businesses, including potential divestitures, as part of a broader strategy to focus on growing its more profitable U.S. operations. In 2023, the Board also authorized the potential divestitures of the Company’s Latin American businesses.

In 2023, the Company sold its businesses in Switzerland, Italy and France. On January 8, 2025, the Company entered into an agreement to sell the businesses in its Europe-North segment to Bauer Radio Limited, a subsidiary of Bauer Media Group. The transaction is expected to close in 2025, upon satisfaction of regulatory approvals. On February 5, 2025, the Company completed the sale of its businesses in Mexico, Peru and Chile.

The sales processes for the Company’s remaining European and Latin American businesses in Spain and Brazil are ongoing. While the Company cannot guarantee the completion of any transaction, these sales are expected to occur within the next year, subject to the satisfaction of regulatory approvals and other closing conditions, if applicable.

Business Segments

As of December 31, 2024, the Company operatestwo reportable segments: America (U.S. operations excluding airports) and Airports (U.S. and Caribbean airport operations), with operations in Singapore reported as “Other.” Refer to Note 4 for additional details.

Previously, the Company operated four segments: America, Airports, Europe-North (operations in the U.K., the Nordics, and other northern and central European countries), and Europe-South (operations in Spain and, until their sales in 2023, Switzerland, Italy and France). Operations in Latin America (Mexico, Brazil, Chile and Peru) and Singapore were reported as “Other.”

In 2023, the Company classified its Europe-South segment as discontinued operations and completed the sale of these operations, except for the business in Spain, which remains held for sale. As of December 31, 2024, the Company also classified its Europe-North segment and Latin American businesses as discontinued operations.

In accordance with U.S. generally accepted accounting principles (“GAAP”), assets and liabilities of discontinued operations are presented separately in the Consolidated Balance Sheets, and results of discontinued operations are reported as a separate component of “Consolidated net loss” in the Consolidated Statements of Loss, for all periods presented, resulting in changes to the presentation of certain prior period amounts. Cash flows from discontinued operations are not reported separately in the Consolidated Statements of Cash Flows. Refer to Note 3 for additional information on discontinued operations. All other notes to these consolidated financial statements present the results of continuing operations and exclude amounts related to discontinued operations for all periods presented.

NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Preparation of Financial Statements

Principles of Consolidation

These consolidated financial statements include the accounts of the Company and its subsidiaries, as well as entities in which the Company has a controlling financial interest or is the primary beneficiary. Noncontrolling interests are reported separately within equity. Intercompany transactions are eliminated in consolidation.

Foreign Currency

Results of operations for foreign subsidiaries are translated into U.S. dollars using average exchange rates, while assets and liabilities are translated into U.S. dollars using the exchange rates at the balance sheet date. Translation adjustments are recorded in “Accumulated other comprehensive loss” within Stockholders’ Deficit on the Company’s Consolidated Balance Sheets. Foreign currency transaction gains and losses are recorded within “Other expense, net” on the Company’s Consolidated Statements of Loss, except those related to discontinued operations, which are reported in “Loss from Discontinued Operations.”

Use of Estimates

The Company’s consolidated financial statements and accompanying notes are prepared in accordance with GAAP and reflect estimates and assumptions made by management that affect the reported amounts. These estimates and assumptions impact areas including, but not limited to, goodwill, long-lived assets, leases, taxes, the allowance for credit losses, compensation and litigation accruals. The Company bases its estimates on historical experience and on other assumptions believed to be reasonable under the circumstances. Actual results may differ from those estimates.

A business is classified as held for sale when it meets the criteria under Accounting Standards Codification (“ASC”) 205-20-45-1E, including when sale is probable within one year (with certain exceptions), and the plan of sale is unlikely to change significantly. Assets and liabilities held for sale are recorded at the lower of their carrying value or fair value less cost to sell.

A business is classified as discontinued when it meets the criteria in ASC 205-20-45-1B. As described in Note 1, assets and liabilities of discontinued operations are presented separately in the Consolidated Balance Sheets, and results are reported as a separate component of “Consolidated net loss” in the Consolidated Statements of Loss, for all periods presented.

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents include highly liquid investments with an original maturity of three months or less. Restricted cash for continuing operations, primarily related to contractual agreements, is reported in “Other current assets” and “Other assets” on the Consolidated Balance Sheets. Refer to Note 14 for a reconciliation of cash and cash equivalents reported in the Consolidated Balance Sheets to cash, cash equivalents and restricted cash reported in the Consolidated Statements of Cash Flows.

Financial Instruments

The Company recognizes accounts receivable, accounts payable and debt in its Consolidated Balance Sheets at carrying amounts. Due to their short maturities, the carrying amounts of accounts receivable and accounts payable approximate their fair values. Refer to Note 6 for the Company’s fair value measurement of debt.

Accounts Receivable

Accounts receivable are recognized when the Company has an unconditional right to payment, either because it has satisfied a performance obligation prior to receiving payment from the customer or has a non-cancelable contract that has been billed in advance in accordance with normal billing terms.

Accounts receivable are recorded at the invoiced amount, net of an allowance for credit losses. The Company evaluates collectability based on a combination of factors. When the Company identifies a specific customer’s inability to meet its financial obligations, it records a specific reserve to adjust the receivable to the amount it expects to collect. For all other customers, the Company applies historical write-off rates, net of recoveries, by aging bucket to estimate expected credit losses.

The Company believes its concentration of credit risk is limited due to the large number and geographic diversification of its customers.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Expenditures for maintenance and repairs are expensed as incurred, while expenditures for improvements and betterments are capitalized.

Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which are as follows:

•Structures —3 to 20 years

•Buildings and improvements —10 to 39 years

•Furniture and other equipment —2 to 20 years

•Leasehold improvements — the shorter of economic life or lease term (including renewal periods, if applicable)

The Company tests property, plant and equipment for impairment when events or circumstances indicate that the carrying value of an asset may not be recoverable. If the carrying value exceeds the undiscounted cash flows expected to be generated by the asset, its carrying value is written down to fair market value.

Refer to Note 10 for additional disclosures about the Company's property, plant and equipment.

Permits

The Company’s America segment holds permits that grant the right to operate and maintain advertising structures at specified locations, subject to compliance with local laws and regulations. These permits pertain to land use approvals for billboards located on property the Company owns, leases, manages or holds easements for. Permits are generally renewable annually and transferable with minimal or no fees. However, if a structure is modified (e.g., a change in height or conversion to digital), the Company may need to obtain a new or revised permit.

Historical Treatment and Change in Accounting Estimate

Historically, permits primarily related to static assets and were treated as indefinite-lived intangible assets. As such, they were not amortized but tested for impairment at least annually. Impairment was determined by comparing the fair value of the permits at the market level to their carrying amounts. If the carrying amount exceeded the fair value, an impairment loss was recognized.

The Company valued permits using the direct valuation method, assuming the assets were developed from scratch rather than acquired as part of a business. This method involved forecasting revenue, expenses and cash flows over a ten-year period for each market, including a “normalized” residual year for perpetual cash flows. The Company engaged a third-party valuation firm to assist in developing the assumptions used to determine the fair value of the permits.

In the fourth quarter of 2022, due to changes in circumstances—primarily the acceleration of digitizing its billboard network—the Company concluded that the permits should no longer be considered indefinite-lived. As a result, the Company began amortizing its permits on a straight-line basis over their estimated useful lives, which, at the time of implementation, ranged from 8 to 17 years, depending on the market. This change resulted in amortization expense of $16.1 million in the fourth quarter of 2022, $64.4 million in 2023, and $64.8 million in 2024, which led to corresponding increases in consolidated net loss. As a result, net loss per share of common stock increased by $0.03, $0.13 and $0.13 for each of these periods, respectively. The Company expects a similar impact in future periods, assuming no material permit acquisitions or dispositions.

The Company tested the permits for impairment immediately prior to the change in useful life and now tests them for impairment if events or circumstances indicate that the carrying value may not be recoverable. If the carrying value exceeds the undiscounted cash flows expected to be generated by the asset, the carrying value is written down to fair market value.

Refer to Note 11 for additional disclosures about the Company’s permits.

Other Intangible Assets

Other intangible assets consist of permanent easements, trademarks, and contractual rights related transit, street furniture and other outdoor advertising.

•Permanent easements are indefinite-lived intangible assets that grant certain rights to use real property not owned by the Company. These assets are tested for impairment at least annually, as of July 1.

•The Company’s trademarks, acquired as part of the separation from iHeartCommunications, Inc. on May 1, 2019, are amortized over their 10-year useful life.

•The Company’s transit, street furniture and other contractual rights are finite-lived intangible assets recorded at cost and amortized over the shorter of the agreement’s life or the period during which the asset is expected to contribute to the Company’s future cash flows. The Company periodically reviews the appropriateness of the amortization periods for these assets.

In addition to the annual impairment test performed for permanent easements, the Company tests intangible assets for impairment when events or circumstances indicate the carrying value may not be recoverable. If the carrying value exceeds the undiscounted cash flows expected to be generated by the asset, its carrying value is adjusted to fair market value.

Refer to Note 11 for additional disclosures about the Company's other intangible assets.

The Company accounts for transactions meeting the definition of an asset group purchase as asset acquisitions. The acquisition purchase price is allocated to the acquired assets based on their estimated relative fair values, typically determined using either discounted cash flow valuation methods or estimates of replacement costs. Refer to Notes 10 and 11 for further details on the Company’s asset acquisitions.

The Company records goodwill in conjunction with business combinations and performs an annual impairment test on July 1, or more frequently if events or circumstances indicate the carrying value may be impaired. In accordance with ASC 350-20, the carrying amount of each reporting unit, including goodwill, is compared to its fair value. If the carrying amount exceeds the fair value, an impairment charge is recognized, limited to the total goodwill allocated to the reporting unit.

To determine fair value, the Company uses a discounted cash flow model, which requires estimates of future cash flows from each reporting unit, discounted at a risk-adjusted rate. Terminal values are also estimated and discounted to present value. These estimates are based on revenue projections, operating margins, growth rates and discount rates derived from business plans, economic forecasts and marketplace data.

Historical Treatment and Change in Reporting Units

In 2022, the Company hadtwo reportable segments: Americas (primarily U.S. operations) and Europe (operations in Europe and Singapore), along with a Latin America operating segment that did not meet the thresholds for reportable segments. For goodwill impairment testing, the Company aggregated markets within each segment into three reporting units: Americas, Europe and Latin America.

Effective December 31, 2022, the Company realigned its segments to reflect changes in how the business was managed, resulting infour reportable segments: America, Airports, Europe-North and Europe-South. Operations in Latin America and Singapore were reported as “Other.” The Company also revised its reporting units to align with the new segments: America, Airports, Europe-North, Europe-South, Latin America and Singapore. In connection with this change, the Company allocated its existing goodwill to the new reporting units based on relative fair value, with assistance from a valuation specialist. The goodwill previously assigned to the Americas reporting unit was allocated to the new America and Airports reporting units, and goodwill previously assigned to the Europe reporting unit was allocated to the new Europe-North and Europe-South reporting units. The Latin America reporting unit had no remaining goodwill. The Company tested its goodwill for impairment immediately before and after the segment change.

Following the reclassification of its European and Latin American operations as discontinued, effective December 31, 2024, the Company operatestwo reportable segments: America and Airports. Goodwill for these reporting units will continue to be tested for impairment annually, or more frequently if necessary.

Refer to Note 11 for additional disclosures about the Company's goodwill.

Leased Assets

The Company enters into contracts to use land, buildings, office space, structures, and equipment (e.g., automobiles and copiers), as well as contracts that allow it to display advertising on buses, bus shelters, trains, and other private or municipal assets. Most of the Company’s advertising structures are located on leased land.

At inception, arrangements involving the use of property, plant and equipment are evaluated to determine whether they meet the definition a lease under ASC 842. Many of the Company’s airport and transit contracts do not meet this definition due to substantive substitution rights within the contracts.

The Company's leases are primarily operating leases, including land leases and contracts for the use of structures. Land leases generally have initial terms up to 20 years, with options to renew or terminate, and rental payments usually escalate at a defined rate. Payments are typically made in advance for periods up to 12 months. Certain of the Company's street furniture contracts also qualify as operating leases.

Accounting for Leases

Operating leases are reflected on the Consolidated Balance Sheets as “Operating lease right-of-use assets,” with related liabilities included in “Current operating lease liabilities” and “Non-current operating lease liabilities.” Right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments. Operating lease ROU assets and liabilities are recognized at lease commencement based on the present value of lease payments over the lease term, and lease expense is recognized on a straight-line basis over the lease term.

Finance leases, which are capitalized, are included within “Property, plant and equipment” on the Consolidated Balance Sheets, with related liabilities included in “Current portion of long-term debt” and “Long-term debt.” Maintenance expenditures are charged to operations as incurred.

Certain operating lease agreements include rental payments based on a percentage of advertising revenue or inflation adjustments. These payments are classified as variable rent expense, separate from periodic straight-line lease expense.

Many of the Company’s leases, particularly those related to advertising structures, include renewal or termination options. The Company does not generally include renewal periods in lease liabilities unless the exercise of such options is considered reasonably certain. Termination options are excluded from lease liabilities if the Company deems it reasonably certain not to exercise them. As a result, the Company uses the lease’s initial stated term for most lease contracts. The Company’s lease agreements do not contain material residual value guarantees or restrictive covenants.

Lease Valuation

The implicit rate in most of the Company’s lease agreements is not readily determinable. Therefore, the Company uses the incremental borrowing rate (“IBR”) to calculate the present value of lease payments at lease commencement. The IBR represents the rate the Company would pay to borrow the same amount on a collateralized basis over a similar term and in a similar economic environment.

Refer to Note 7 for additional disclosures about the Company’s operating leases.

Rent Abatements and Government Assistance

In response to COVID-19, the Company renegotiated contracts to better align fixed site lease expenses with reduced revenue and also received rent assistance from certain government entities. The Company applied the Financial Accounting Standards Board (“FASB”) April 2020 guidance on rent concessions, recognizing reductions in fixed rent payments for continuing operations of $10.3 million, $24.9 million and $46.9 million in 2024, 2023 and 2022, respectively. Included in these rent abatements was government assistance for COVID-19 relief totaling $9.0 million, $10.6 million and $13.3 million in 2024, 2023 and 2022, respectively, primarily for the Company’s U.S. airports. These reductions in site lease costs were partially offset by variable rent expense, and negotiated deferrals of rent payments did not reduce rent expense.

Asset Retirement Obligations

ASC 410-20 requires the Company to estimate its obligation to dismantle and remove its advertising structures from leased land and restore the site to its original condition upon the termination or non-renewal of a lease or contract. The Company’s asset retirement obligations are reported in “Other liabilities” on the Consolidated Balance Sheets.

The Company recognizes the present value of these obligations when incurred, using estimates of third-party costs for structure dismantling and site reclamation. The liability assumes asset removal will occur over the next 50 years, and the interest rate used to calculate the present value is based on an estimated risk-adjusted credit rate for that period.

When the liability is recognized, the associated costs are capitalized as part of the related advertising structure’s carrying value. Over time, the liability is accreted as an operating expense, and the capitalized cost is depreciated over the asset’s useful life.

Refer to Note 12 for additional disclosures about the Company’s asset retirement obligations.

Revenue Recognition

The Company generates revenue primarily from the sale of advertising on printed and digital out-of-home advertising displays, which may be sold as individual units or as network packages. These contracts typically cover periods from a few weeks to one year, though some have longer terms. Revenue contracts in the Company’s America and Airports segments are generally cancelable after a specified notice period.

Certain revenue transactions qualify as leases for accounting purposes, as they grant customers the right to control the use of the Company’s advertising displays for a specified period. To qualify as a lease, the contract must depend on a specified advertising structure, the customer must have exclusive use of the display, and the customer must have the right to change the advertisement displayed during the contract term. Revenue from leases, classified as operating leases, is accounted for under ASC 842, and revenue from remaining transactions is accounted for as revenue from contracts with customers under ASC 606.

Revenue from Leases

The Company has elected the practical expedient under ASC 842 to combine non-lease components with associated lease components when certain criteria are met. As a result, the right to control the use of an advertising display that meets lease criteria is combined with related installation and maintenance services into a single lease component. Production services, which do not meet the criteria to be combined, and each advertising display that does not meet the lease criteria (along with any related installation and maintenance services) are non-lease components. Consideration in these contracts is allocated between lease and non-lease components based on their relative standalone selling prices, typically approximated by the contractual prices for each service.

Revenue from Contracts with Customers

The Company recognizes revenue when or as it satisfies a performance obligation by transferring a promised good or service to a customer. Revenue from the sale of advertising is generally recognized ratably over the contract term. The Company also generates revenue from production and creative services, which are distinct from advertising display services, and this revenue is recognized when the advertising copy is installed at the display site.

The Company recognizes revenue in amounts that reflect the consideration it expects to receive, excluding taxes collected on behalf of governmental authorities (the “transaction price”). Because the transfer of goods and services typically occurs within a year of scheduled payment, the time value of money is generally not considered in determining the transaction price. Advertising revenue is reported net of agency commissions.

For contracts with multiple distinct goods or services, the Company allocates the transaction price to each performance obligation based on their relative standalone selling prices. The Company has concluded that the contractual prices for the promised goods and services in its standard contracts generally approximate the best estimate of standalone selling prices, reflecting factors such as audience size and characteristics, market location and size, and recent market prices.

The Company receives payments from customers based on billing schedules that are established in its contracts. Deferred revenue is recorded when payment is received before the performance obligation is satisfied or when a non-cancelable contract has been billed in advance. America and Airports contracts are generally billed monthly in advance.

Refer to Note 5 for additional disclosures about the Company’s revenue.

Contract Costs

Incremental costs of obtaining a contract, primarily sales commissions, are included in “Selling, general and administrative expenses” on the Company’s Consolidated Statements of Loss. These costs are generally expensed when incurred because the period of benefit is one year or less.

Share-Based Compensation

Under the fair value recognition provisions of ASC 718-10, share-based compensation cost is measured at the grant date based on the fair value of the award. This cost is included in “Corporate expenses” on the Company’s Consolidated Statements of Loss. For awards that vest based on service conditions, the expense is recognized on a straight-line basis over the requisite service period. For awards that vest based on performance conditions, the expense is recognized over the requisite service period if it is probable that the performance conditions will be met. For awards that vest based on market conditions, the expense is recognized over the requisite service period regardless of whether the market condition is ultimately satisfied.

The determination the fair value of share-based awards at the grant date involves assumptions and judgments, such as expected volatility, among other factors. Refer to Note 13 for additional disclosures about the Company’s share-based compensation.

Income Taxes

The Company accounts for income taxes using the liability method. Under this method, deferred tax assets and liabilities are recognized based on the differences between the financial reporting and tax bases of assets and liabilities. These are measured using the enacted tax rates expected to apply to taxable income in the periods when the deferred tax asset or liability is expected to be realized or settled. Deferred tax assets are reduced by a valuation allowance if the Company believes it is more likely than not that some portion or all of the asset will not be realized.

The Company has not provided U.S. federal income taxes for temporary differences related to investments in foreign subsidiaries, where, in most jurisdictions, tax basis amounts exceed the financial reporting basis as of December 31, 2024.

If any excess cash held by foreign subsidiaries were required to fund operations in the U.S., the Company could repatriate available funds with minimal U.S. tax consequences, as calculated for tax law purposes. The Company regularly reviews its tax liabilities related to amounts that may be distributed in future periods and provides for any applicable foreign withholding or other current and deferred taxes.

Refer to Note 9 for additional disclosures about the Company’s income taxes.

New Accounting Pronouncements Recently Adopted

Adoption of ASU 2023-07

As of December 31, 2024, the Company adopted Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures. This update enhances segment disclosures, requiring the reporting of significant segment expenses and other segment items included in the reported measure of segment profit or loss, as well as the title and position of the chief operating decision maker (“CODM”) and a description of how the CODM uses this information to assess segment performance and allocate resources.

As a result, the Company now reports site lease expenses and employee compensation costs for its America and Airports segments as significant segment expenses provided to the CODM as part of Segment Adjusted EBITDA. These disclosures, along with the other related requirements, are presented in Note 4. The requirements are applied retrospectively to all periods presented and will also be applicable to interim periods beginning in 2025.

New Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which enhances income tax disclosure requirements. The update requires more detailed disclosures in the effective tax rate reconciliation, including additional information on state, local and foreign taxes, tax credits and other reconciling items. It also introduces new requirements for disaggregating income taxes paid and income from continuing operations by jurisdiction. Additionally, the update eliminates certain prior disclosure requirements. These changes will be effective for the Company beginning with its 2025 Annual Report on Form 10-K and may be applied on a prospective or retrospective basis. The Company is currently evaluating the impact on its disclosures.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires enhanced disaggregation of certain costs and expenses. The update requires disclosure of amounts included in relevant expense captions on the face of the income statement, including purchases of inventory, employee compensation, depreciation and intangible asset amortization. Additionally, the Company will be required to provide a qualitative description of amounts not separately disaggregated, as well as disclose total selling expenses. The new disclosure requirements will be effective for the Company for annual periods beginning in 2027, and interim periods beginning in 2028, and may be applied prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact on its disclosures.

NOTE 3 –DISPOSITIONS AND DISCONTINUED OPERATIONS

Dispositions

In 2023, the Company sold, or entered into an agreement to sell, its businesses in Switzerland, Spain, Italy and France, which comprised the entire Europe-South segment:

•On March 31, 2023, the Company sold its business in Switzerland for cash proceeds of $84.9 million (net of direct costs to transact the sale and cash sold) and recognized a gain of $96.4 million.

•On May 30, 2023, the Company entered into an agreement to sell its business in Spain, but the potential buyer terminated the agreement on October 28, 2024, after withdrawing its regulatory filing with the Spanish antitrust authority. The Company has resumed the sales process and marketing efforts for this business, and the assets and liabilities remain classified as held for sale.

•On May 31, 2023, the Company sold its business in Italy for cash proceeds of $4.3 million (net of direct costs to transact the sale and cash sold) and recognized a gain of $11.2 million.

•On October 31, 2023, the Company sold its business in France. The Company delivered all related assets to the buyer with $44.5 million in cash, subject to adjustments for customary items, taxes and other costs, and the buyer assumed the $29.7 million state-guaranteed loan held by Clear Channel France. In December 2023, the buyer repaid $4.9 million to satisfy post-closing obligations. The net cash delivered, after the repayment and payment of additional direct costs to transact the sale, was $43.0 million. This sale resulted in a loss of $212.0 million, with $200.6 million recognized in the third quarter of 2023 and $11.4 million in the fourth quarter of 2023.

Gains and losses from these sales are included in “Loss from discontinued operations” in the Consolidated Statement of Loss, and net cash proceeds are reflected in “Proceeds from disposition of businesses and/or assets, net of direct costs to sell and cash sold” in the Consolidated Statement of Cash Flows.

As part of these sales agreements, the Company has agreed to provide transitional services as defined in the respective Transition Services Agreements. Income and expenses related to these services are presented as part of “Loss from continuing operations” in the Consolidated Statement of Loss.

Subsequent Events

In 2025, the Company sold, or entered into an agreement to sell, the following businesses:

•On January 8, 2025, the Company entered into a definitive agreement to sell its Europe-North segment businesses to Bauer Radio Limited, a subsidiary of Bauer Media Group, for a purchase price of $625.0 million, subject to certain customary adjustments. The transaction is expected to close in 2025, upon satisfaction of regulatory approvals. The Company will use the anticipated net proceeds from the sale, after payment of transaction-related fees and expenses, to prepay in full the outstanding CCIBV term loans in the principal amount of $375.0 million, plus any accrued interest. The Company expects to use the remaining net proceeds primarily to repay additional debt and/or for other purposes permitted under the agreements governing the remainder of the Company’s indebtedness.

•On February 5, 2025, the Company completed the sale of its businesses in Mexico, Peru and Chile to Global Media US LLC in a simultaneous sign-and-close transaction. The Company received $20.0 million in cash at closing and is eligible to receive an additional $1.25 million earn-out, with the consideration subject to further customary adjustments. The Company intends to use the net proceeds from the sale to improve its liquidity position.

The sales processes for the Company’s remaining European and Latin American businesses in Spain and Brazil are ongoing. While the Company cannot guarantee the completion of any transaction, these sales are expected to occur within the next year, subject to the satisfaction of regulatory approvals and other closing conditions, if applicable.

In 2023, the Company determined that its Europe-South segment businesses met the criteria for discontinued operations presentation. As previously described, these businesses were sold in 2023, with the exception of the business in Spain, which remains held for sale.

As of December 31, 2024, the Company concluded that the businesses in its Europe-North segment and Latin America met the criteria for classification as held for sale in the Consolidated Balance Sheets, as well as for discontinued operations presentation. Upon classifying the Brazil business as held for sale, the Company recognized a loss of $44.4 million, reducing the carrying value of the Brazil business to fair value less costs to sell.

As a result, these businesses have been reclassified to discontinued operations in the financial statements for all periods presented.

Assets and Liabilities of Discontinued Operations

As previously described, assets and liabilities of discontinued operations are presented separately in the Consolidated Balance Sheets for all periods presented. The following table presents a reconciliation of the carrying amounts of the major classes of assets and liabilities of discontinued operations to the total assets and liabilities of discontinued operations as presented on the Company’s Consolidated Balance Sheets:

(1)As of December 31, 2024, all assets and liabilities of the Company’s businesses in Europe-North, Latin America and Spain are classified as current on the Consolidated Balance Sheet, as they are held for sale and expected to be sold within one year, subject to the satisfaction of regulatory approvals and other closing conditions, if applicable. As previously disclosed, certain of the Company’s Latin American businesses were sold in February 2025.

(2)As of December 31, 2023, all assets and liabilities of the Company’s business in Spain were classified as current on the Consolidated Balance Sheet, as at that time the sale was expected to occur within one year, subject to regulatory approvals. The assets and liabilities of the Company’s businesses in Europe-North and Latin America are classified as current or non-current in accordance with their original classifications at December 31, 2023.

(3)Includes goodwill associated with the Europe-North segment of $143.9 million and $148.7 million as of December 31, 2024 and 2023, respectively. In 2024, the Company recognized $1.9 million of goodwill related to a business acquisition in Norway, with the remaining change in the goodwill balance due to foreign currency fluctuations.

(4)The valuation allowance on the business in Brazil represents the loss recorded upon classification of the business as held for sale, reducing the carrying value of the business to fair value less costs to sell. The valuation allowance includes a contra-asset recorded up to the carrying value of the business’s net assets, with the remainder recognized as a liability.

Letters of Credit, Indemnities and Guarantees

As of December 31, 2024, the Company had the following outstanding letters of credit related to discontinued operations:

•A $20.2 million letter of credit related to its former business in France. In connection with the sale of this business, and pursuant to the related share purchase agreement, the former business and/or the buyer will replace or counter-guarantee the Company’s payment obligation under the letter of credit.

•A $6.3 million letter of credit related to its business in Spain, which will remain an obligation of the Company until its expiration in July 2025 or the business is sold, whichever comes first.

Additionally, the Company retains a $15.7 million indemnity related to a surety bond held by its former business in France, for which the Company has been indemnified and will be released from any remaining obligation by March 2025.

As of December 31, 2024, the Company also had the following outstanding bank guarantees related to discontinued operations: $10.5 million related to the Europe-North businesses, $8.2 million related to the business in Spain, and $1.4 million related to the businesses in Latin America. In total, the Company had $4.7 million of cash collateral supporting these bank guarantees.

Loss from Discontinued Operations

The following table provides details about the major classes of line items constituting “Loss from discontinued operations” as presented on the Company’s Consolidated Statements of Loss:

(2)Impairment charges in 2024 reflect the impairment of certain long-lived assets in the Company’s Latin American businesses. Impairment charges in 2022 reflect the impairment of the entire goodwill balance allocated to the Europe-South reporting unit, excluding the goodwill allocated to Switzerland, which was held for sale as of December 31, 2022.

(3)Interest expense related to the CCIBV Term Loan Facility and CCIBV Senior Secured Notes is reported in discontinued operations because these costs are directly attributable to the Company’s European businesses, which comprise CCIBV (the borrower under these debt instruments). However, the principal balances of these debt instruments remain in continuing operations because, although the CCIBV Credit Agreement requires the Company to repay the CCIBV Term Loan Facility using net proceeds from the sale of the Europe-North businesses, the buyer will not assume the debt as part of the sale.

(4)Other expense, net, primarily includes transaction costs related to the international sales processes, as well as net foreign currency transaction gains (in 2024 and 2023) or losses (in 2022). In 2024, other expense, net also includes a $2.4 million loss on extinguishment of debt and $2.0 million in debt modification expense related to the issuance of the CCIBV Term Loan Facility and the associated repayment of the CCIBV Senior Secured Notes, as described in Note 6. These costs are directly attributable to the Company’s European businesses, as discussed in note (4) to this table.

Capital Expenditures of Discontinued Operations

The following table presents the capital expenditures for discontinued operations in 2024, 2023 and 2022:

(1)In addition to capital expenditures paid during the period, the Company had accrued but unpaid capital expenditures for discontinued operations of $8.6 million, $10.2 million and $14.6 million as of December 31, 2024, 2023 and 2022, respectively.

NOTE 4 –SEGMENT DATA

Reportable Segments

As described in Note 1, as of December 31, 2024, the Company operatestwo reportable segments, which it believes best reflect how the Company is currently managed: America and Airports, with remaining operations in Singapore reported as “Other.” The America segment serves markets across the U.S., generating over 90% of its revenue from roadside billboard displays, while the Airports segment offers out-of-home advertising at airports in the U.S. and the Caribbean.

Segment Adjusted EBITDA and Other Segment Information

Segment Adjusted EBITDA is the profitability metric reported to the Company’s CODM, the Company’s President and Chief Executive Officer, for purposes of allocating resources and assessing segment performance. Segment Adjusted EBITDA is calculated as revenue less direct operating expenses and selling, general and administrative expenses, excluding restructuring and other costs. Restructuring and other costs include costs associated with cost-saving initiatives such as severance, consulting and termination costs and other special costs.

The following table presents revenue, significant expenses, Segment Adjusted EBITDA and capital expenditures for each reportable segment for 2024, 2023 and 2022. Segment information for total assets is not presented as this information is not used by the CODM to measure segment performance or allocate resources between segments.

(1)Site lease expense includes rent for both lease and non-lease contracts and consists of payments for land or space used by the Company’s advertising displays, including minimum guaranteed payments and revenue-sharing arrangements.

(2)Employee compensation costs include employee salaries and wages, sales commissions and guarantees, bonuses, employee benefits and payroll taxes. The costs presented in this table exclude restructuring and other costs, such as severance, which are not included in the calculation of Segment Adjusted EBITDA.

(3)Other segment expenses consist of expenses within “Direct operating expenses” and “Selling, general and administrative expenses” on the Consolidated Statements of Loss, excluding site lease expense, employee compensation costs, and restructuring and other costs (as previously defined). Specifically, other segment expenses include production, installation and maintenance costs related to the printing, transporting, posting and maintaining of advertising copy; costs to operate out-of-home displays, including electricity, repair and maintenance costs; and other general operating expenses, such as marketing, facilities and information technology costs.

The following table reconciles certain of the reportable segment measures disclosed in the above table to the Company’s consolidated measures for its continuing operations:

(1)Corporate expenses primarily consist of infrastructure and support costs related to our information technology, human resources, legal (including estimated costs for legal liabilities), finance, business services and administrative functions, as well as overall executive and support functions. Share-based compensation and certain restructuring and other costs are also included in corporate expenses.

(2)Restructuring and other costs presented in this table exclude those related to corporate functions, which are included within the “Corporate expenses” line item.

(3)In addition to capital expenditures paid during the period, the Company had accrued but unpaid capital expenditures for continuing operations of $6.7 million, $6.0 million and $11.5 million as of December 31, 2024, 2023, and 2022, respectively.

NOTE 5 –REVENUE

The Company generates revenue from its advertising structures, which may be owned or leased. This revenue is classified as either revenue from contracts with customers or revenue from leases, depending on the terms of the contract, as described in Note 2.

The following table presents revenue from contracts with customers, revenue from leases, and total revenue from continuing operations, disaggregated by geography, for 2024, 2023 and 2022:

(1)U.S. revenue, which includes an immaterial amount of revenue derived from airport displays in the Caribbean, is comprised of revenue from the Company’s America and Airports segments.

We do not disclose the value of unsatisfied performance obligations, as the majority of our contracts with customers have terms of one year or less. For contracts with customers that have an original expected duration greater than one year, the future amount to be invoiced to the customer directly corresponds to the value that will be received by the customer under the contract.

NOTE 6 –LONG-TERM DEBT

Long-term debt outstanding as of December 31, 2024 and 2023 consisted of the following:

(1)Effective August 23, 2024, the amount of revolving credit commitments available under the Revolving Credit Facility decreased from $150.0 million to $115.8 million, in accordance with the terms of the Senior Secured Credit Agreement. These commitments will be available through August 23, 2026.

(2)On March 18, 2024, the Company issued $865.0 million aggregate principal amount of 7.875% Senior Secured Notes Due 2030 (the “CCOH 7.875% Senior Secured Notes”) and used a portion of the proceeds to prepay $835.0 million of borrowings outstanding under the Term Loan Facility. At the same time, the Company amended its Senior Secured Credit Agreement to, among other things, refinance the remaining $425.0 million principal balance of the Term Loan Facility and extend its maturity date from 2026 to 2028, subject to certain conditions. The new term loans were issued at a 1% discount, and the Company used the proceeds therefrom, along with the remaining proceeds from the CCOH 7.875% Senior Secured Notes issuance and cash on hand, to pay off the original term loans, $14.9 million of accrued interest on the prepaid Term Loan, and $15.4 million of fees and expenses related to these transactions. As a result, the Company recognized a loss on debt extinguishment of $2.4 million and debt modification expense of $10.0 million.

(3)On March 22, 2024, the Company’s indirect wholly-owned subsidiary, Clear Channel International B.V. (“CCIBV”), entered into a credit agreement comprisingtwo tranches of term loans (the “CCIBV Term Loan Facility”) totaling an aggregate principal amount of $375.0 million, which was issued at a 1% discount. The Company used the proceeds therefrom, along with cash on hand, to redeem all of the outstanding $375.0 million aggregate principal amount of 6.625% Senior Secured Notes Due 2025 (the “CCIBV Senior Secured Notes”) and to pay $11.8 million of accrued interest related thereto and $5.3 million of related transaction fees and expenses. As of December 31, 2024, the Company had accrued $0.4 million for unpaid fees and expenses related to this transaction. As a result, the Company recognized a loss on debt extinguishment of $2.4 million and debt modification expense of $2.0 million, which are reported in discontinued operations as described in Note 3. However, the principal balances of the CCIBV debt instruments remain in continuing operations because, although the CCIBV Credit Agreement requires the Company to repay the CCIBV Term Loan Facility using net proceeds from the sale of the Europe-North businesses, the buyer will not assume the debt as part of the sale.

The aggregate market value of the Company’s debt, based on market prices for which quotes were available, was approximately $5.5 billion and $5.3 billion as of December 31, 2024 and December 31, 2023, respectively. Under the fair value hierarchy established by ASC 820-10-35, the inputs used to determine the market value of the Company’s debt are classified as Level 1.

Receivables-Based Credit Facility

On August 23, 2019, the Company entered into a receivables-based credit agreement (the “Receivables-Based Credit Agreement”) with Deutsche Bank AG New York Branch, as administrative agent, collateral agent, swing line lender and letters of credit issuer, the other lenders and letters of credit issuers party thereto, the joint lead arrangers and bookrunners party thereto, and the co-documentation agents party thereto. The Receivables-Based Credit Agreement governs the Company’s Receivables-Based Credit Facility.

On June 12, 2023, the Company entered into an amendment to the Receivables-Based Credit Agreement to, among other things, extend the maturity date of the Receivables-Based Credit Facility from August 23, 2024 to August 23, 2026, increase the aggregate revolving credit commitments from $125.0 million to $175.0 million, and amend the benchmark interest rate provisions to replace the London Interbank Offered Rate (“LIBOR”) with alternative reference rates. These amendments are reflected in the information below.

The Receivables-Based Credit Agreement, as amended, provides for an asset-based revolving credit facility, with amounts available from time to time (including in respect to letters of credit) equal to the lesser of (a) the borrowing base, which equals 85.0% of the eligible accounts receivable of the borrower and the subsidiary borrowers, subject to customary eligibility criteria minus any reserves, and (b) the aggregate revolving credit commitments, which is$175.0 million.

The Company and certain of its subsidiaries are borrowers under the Receivables-Based Credit Facility. The Receivables-Based Credit Facility includes sub-facilities for letters of credit and for short-term borrowings referred to as the swing line borrowings. In addition, the Receivables-Based Credit Agreement provides that the Company has the right at any time, subject to customary conditions, to request incremental commitments on terms set forth in the Receivables-Based Credit Agreement.

Interest Rate and Fees

Borrowings under the Receivables-Based Credit Agreement bear interest at a rate per annum equal to an amended Applicable Rate (defined therein) plus either: (a) a base rate equal to the highest of: (1) the rate of interest in effect for such date as publicly announced from time to time by the administrative agent as its “prime rate,” (2) the Federal Funds Rate plus 0.50%, (3)0.00%, and (4) Term SOFR (as defined therein) plus an adjustment for a one-month tenor in effect on such day plus 1.00%; or (b)(1) a term rate based on Term SOFR plus an adjustment for loans denominated in dollars, the Canadian Dollar Offered Rate (“CDOR”) for loans denominated in Canadian dollars, and the Euro Interbank Offered Rate (“EURIBOR”) for loans denominated in euros, or (2) a daily rate based on the Sterling Overnight Index Average (“SONIA”) plus an adjustment for loans denominated in pounds sterling.

In addition to paying interest on outstanding principal under the Receivables-Based Credit Facility, the Company is required to pay a commitment fee to the lenders under the Receivables-Based Credit Agreement in respect to the unutilized revolving commitments thereunder. The Company is also required to pay a customary letter of credit fee and fronting fee for each issued letter of credit.

Maturity

Borrowings under the Receivables-Based Credit Agreement mature, and lending commitments thereunder terminate, on August 23, 2026.

If at any time, the outstanding amount under the Receivables-Based Credit Agreement exceeds the lesser of (i) the aggregate amount committed by the revolving credit lenders and (ii) the borrowing base, the Company will be required to prepay first, any protective advances, and second, any outstanding revolving loans and swing line loans and/or cash collateralize letters of credit in an aggregate amount equal to such excess, as applicable.

Subject to customary exceptions and restrictions, the Company may voluntarily repay outstanding amounts under the Receivables-Based Credit Facility at any time without premium or penalty. Any voluntary prepayments made will not reduce commitments under the Receivables-Based Credit Agreement.

The Receivables-Based Credit Facility is guaranteed by certain subsidiaries of the Company that guarantee the Senior Secured Credit Agreement. All obligations under the Receivables-Based Credit Agreement and the guarantees of those obligations are secured by a perfected first priority security interest in the ABL Priority Collateral and a perfected second priority security interest in the CCOH Senior Secured Notes Priority Collateral. (The terms “ABL Priority Collateral” and “CCOH Senior Secured Notes Priority Collateral” are defined in the Senior Secured Credit Facilities section below.)

The Receivables-Based Credit Agreement contemplates that if borrowing availability is less than an amount set forth therein, the Company will be required to comply with a fixed charge coverage ratio of no less than 1.00 to 1.00 for the most recent period of four consecutive fiscal quarters ended prior to the occurrence of the Covenant Trigger Period (as defined in the Receivables-Based Credit Agreement), and will be required to continue to comply with this minimum fixed charge coverage ratio for a certain period of time until borrowing availability recovers. The fixed charge coverage ratio did not apply for the four quarters ended December 31, 2024 because a Covenant Trigger Period was not in effect.

The Receivables-Based Credit Agreement also includes negative covenants that, subject to significant exceptions, limit the Company’s ability and the ability of its restricted subsidiaries to, among other things: incur additional indebtedness; create liens on assets; engage in mergers, consolidations, liquidations and dissolutions; sell assets; pay dividends and distributions or repurchase capital stock; make investments, loans, or advances; prepay certain junior indebtedness; engage in certain transactions with affiliates; enter into agreements that restrict its restricted subsidiaries’ ability to make distributions; and amend or waive organizational documents.

As of December 31, 2024, the Company was in compliance with all covenants contained in the Receivables-Based Credit Agreement.

Senior Secured Credit Facilities

On August 23, 2019, concurrently with the entry into the Receivables-Based Credit Agreement, the Company and the guarantors thereof entered into a credit agreement (the “Senior Secured Credit Agreement”) with Deutsche Bank AG New York Branch, as administrative agent and collateral agent, the syndication agent party thereto, the co-documentation agents party thereto, the lenders party thereto, and the joint lead arrangers and joint bookrunners party thereto. The Senior Secured Credit Agreement governs the Company’s Term Loan Facility and Revolving Credit Facility.

On February 20, 2023, the Senior Secured Credit Agreement was amended to establish a rate based on the Secured Overnight Financing Rate (“Term SOFR”) (as defined therein) as the alternate rate of interest applicable to the Company’s Term Loan Facility in connection with the cessation of LIBOR. On June 12, 2023, the Senior Secured Credit Agreement was further amended to, among other things, reduce the aggregate revolving credit commitments of the Revolving Credit Facility from $175.0 million to $150.0 million, with the full $150.0 million of revolving credit commitments available through August 23, 2024 and $115.8 million of such revolving credit commitments extending and available through August 23, 2026, and amend the benchmark interest rate provisions to replace LIBOR with alternative reference rates.

On March 18, 2024, the Senior Secured Credit Agreement was amended to, among other things, extend the maturity date of the Term Loan Facility to August 23, 2028, subject to certain conditions, and increase the Applicable Rate (as defined therein) for the Term Loan Facility by 50 basis points. These amendments are reflected in the information below.

The Senior Secured Credit Agreement, as amended, provides for the Term Loan Facility in an aggregate principal amount of $2,000.0 million and the Revolving Credit Facility with $115.8 million of revolving credit commitments.

The Company is the borrower under the Senior Secured Credit Facilities. The Revolving Credit Facility includes sub-facilities for letters of credit and for short-term borrowings referred to as the swing line borrowings. In addition, the Senior Secured Credit Agreement provides that the Company may request at any time, subject to customary and other conditions, incremental term loans or incremental revolving credit commitments. The lenders under the Senior Secured Credit Facilities are not under any obligation to provide any such incremental loans or commitments, and any such addition of or increase in loans will be subject to certain customary conditions and other provisions.

Interest Rate and Fees

Borrowings under the Senior Secured Credit Agreement bear interest at a rate per annum equal to the amended Applicable Rate plus either: (a) a base rate equal to the highest of: (1) the rate of interest in effect for such date as publicly announced from time to time by the administrative agent as its “prime rate,” (2) the Federal Funds Rate plus 0.50%, (3)0.00%, and (4) Term SOFR plus an adjustment for a one-month tenor in effect on such day plus 1.00%; or (b)(1) a term rate based on Term SOFR plus an adjustment for loans denominated in dollars, CDOR for loans denominated in Canadian dollars, and EURIBOR for loans denominated in euros, or (2) a daily rate based on the SONIA plus an adjustment for loans denominated in pounds sterling.

In addition to paying interest on outstanding principal under the Senior Secured Credit Agreement, the Company is required to pay a commitment fee to the lenders under the Senior Secured Credit Agreement in respect to the unutilized revolving commitments thereunder. The Company is also required to pay a customary letter of credit and fronting fee for each issued letter of credit.

Amortization and Maturity

The term loans under the Term Loan Facility amortize in equal quarterly installments in an aggregate annual amount equal to 1.00% of the original principal amount of such term loans. In August 2023, the Company made a prepayment that satisfied the remaining quarterly payment obligations, and the remaining balance is payable on August 23, 2028 (subject to a springing maturity date construct to the extent (x) certain senior secured notes remain outstanding in excess of $250.0 million on May 15, 2027 or (y) certain senior secured notes remain outstanding in excess of $199.0 million on January 15, 2028). The Revolving Credit Facility matures on August 23, 2026.

The Senior Secured Credit Facilities contain customary mandatory prepayments, including with respect to excess cash flow, asset sale proceeds and proceeds from certain incurrences of indebtedness. The Company may voluntarily repay outstanding loans under the Senior Secured Credit Facilities at any time without premium or penalty.

The Senior Secured Credit Facilities are guaranteed by certain existing and wholly-owned domestic subsidiaries of the Company. All obligations under the Senior Secured Credit Facilities and the guarantees of those obligations are secured by a perfected first priority security interest in all of the Company’s and the guarantors’ assets securing the Senior Secured Credit Facilities on a pari passu basis with the liens on such assets (other than the assets securing the Company’s Receivables-Based Credit Facility) (such assets, other than accounts receivable and certain other assets, the “CCOH Senior Secured Notes Priority Collateral”) and a perfected second priority security interest in all of the Company’s and the guarantors’ assets securing the Receivables-Based Credit Facility on a first-priority basis (the “ABL Priority Collateral”).

The Senior Secured Credit Agreement contains a springing financial covenant which is applicable solely to the Revolving Credit Facility. The springing financial covenant generally requires compliance with a first lien net leverage ratio of less than 7.10 to 1.00 if the balance of the Revolving Credit Facility is greater than $0 and undrawn letters of credit exceed $10 million; provided that the foregoing springing financial covenant shall not be applicable (x) to the extent the total net leverage ratio is greater than 6.50 to 1.00, if the balance of the Revolving Credit Facility (excluding up to $10 million of undrawn or cash collateralized letters of credit) is greater than $0 or (y) to the extent the total net leverage ratio is equal to or less than 6.50 to 1.00, if the balance of the Revolving Credit Facility (excluding up to $10 million of undrawn or cash collateralized letters of credit) does not exceed 35% of the aggregate revolving credit commitments.

The Senior Secured Credit Agreement also includes negative covenants that, subject to significant exceptions, limit the Company’s ability and the ability of its restricted subsidiaries to, among other things: incur additional indebtedness; create liens on assets; engage in mergers, consolidations, liquidations and dissolutions; sell assets; pay dividends and distributions or repurchase capital stock; make investments, loans, or advances; prepay certain junior indebtedness; engage in certain transactions with affiliates; enter into agreements that restrict its restricted subsidiaries’ ability to make distributions; and amend or waive organizational documents.

As of December 31, 2024, the Company was in compliance with all covenants contained in the Senior Secured Credit Agreement.

CCOH 5.125% Senior Secured Notes Due 2027

On August 23, 2019, concurrently with the entry into the Receivables-Based Credit Facility and Senior Secured Credit Agreement, the Company completed the sale of $1.25 billion in aggregate principal amount of 5.125% Senior Secured Notes due 2027 (the “CCOH 5.125% Senior Secured Notes”). The CCOH 5.125% Senior Secured Notes were issued pursuant to an indenture, dated as of August 23, 2019 (the “CCOH 5.125% Senior Secured Notes Indenture”), among the Company, the subsidiaries of the Company acting as guarantors party thereto, and U.S. Bank National Association, as trustee and as collateral agent.

The CCOH 5.125% Senior Secured Notes mature on August 15, 2027 and bear interest at a rate of 5.125% per annum. Interest on the CCOH 5.125% Senior Secured Notes is payable to the holders thereof semi-annually on February 15 and August 15 of each year.

The CCOH 5.125% Senior Secured Notes are guaranteed fully and unconditionally on a senior secured basis by certain of the Company’s wholly-owned existing and future domestic subsidiaries. The CCOH 5.125% Senior Secured Notes and the guarantees thereof are secured on a first-priority basis by security interests in the CCOH Senior Secured Notes Priority Collateral and on a second-priority basis by security interests in the ABL Priority Collateral, in each case, other than any excluded assets and subject to intercreditor agreements.

The CCOH 5.125% Senior Secured Notes and the guarantees are general senior secured obligations of the Company and the guarantors thereof and rank pari passu in right of payment with the Company’s and the guarantors’ existing and future senior indebtedness.

The Company may redeem all or a portion of the CCOH 5.125% Senior Secured Notes at the redemption prices set forth in the CCOH 5.125% Senior Secured Notes Indenture.

The CCOH 5.125% Senior Secured Notes Indenture contains covenants that limit the Company’s ability and the ability of its restricted subsidiaries to, among other things: incur or guarantee additional debt or issue certain preferred stock; redeem, purchase or retire subordinated debt; make certain investments; create restrictions on the payment of dividends or other amounts from the Company’s restricted subsidiaries that are not guarantors of such notes; enter into certain transactions with affiliates; merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of the Company’s assets; sell certain assets, including capital stock of the Company’s subsidiaries; designate the Company’s subsidiaries as unrestricted subsidiaries; pay dividends, redeem or repurchase capital stock or make other restricted payments; and incur certain liens. As of December 31, 2024, the Company was in compliance with all covenants contained in the CCOH 5.125% Senior Secured Notes Indenture.

CCOH 9.000% Senior Secured Notes Due 2028

On August 22, 2023, the Company completed the sale of $750.0 million in aggregate principal amount of 9.000% Senior Secured Notes due 2028 (the “CCOH 9.000% Senior Secured Notes”). The CCOH 9.000% Senior Secured Notes were issued pursuant to an indenture, dated as of August 22, 2023 (the “CCOH 9.000% Senior Secured Notes Indenture”), among the Company, the subsidiaries of the Company acting as guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee and as collateral agent.

The CCOH 9.000% Senior Secured Notes mature on September 15, 2028 and bear interest at a rate of 9.000% per annum. Interest on the CCOH 9.000% Senior Secured Notes is payable to the holders thereof semi-annually on March 15 and September 15 of each year.

The CCOH 9.000% Senior Secured Notes are guaranteed fully and unconditionally on a senior secured basis by certain of the Company’s wholly-owned existing and future domestic subsidiaries. The CCOH 9.000% Senior Secured Notes and the guarantees thereof are secured on a first-priority basis in the CCOH Senior Secured Notes Priority Collateral, and on a second-priority basis by security interests in the ABL Priority Collateral, in each case, other than any excluded assets and subject to intercreditor agreements.

The CCOH 9.000% Senior Secured Notes and the guarantees are general senior secured obligations of the Company and the guarantors thereof and rank pari passu in right of payment with the Company’s and the guarantors’ existing and future senior indebtedness.

The Company may redeem all or a portion of the CCOH 9.000% Senior Secured Notes at the redemption prices (including any “make-whole,” as may be applicable) as set forth in the CCOH 9.000% Senior Secured Notes Indenture.

The CCOH 9.000% Senior Secured Notes Indenture contains covenants that limit the Company’s ability and the ability of its restricted subsidiaries to, among other things: incur or guarantee additional debt or issue certain preferred stock; redeem, purchase or retire subordinated debt; make certain investments; create restrictions on the payment of dividends or other amounts from the Company’s restricted subsidiaries that are not guarantors of such notes; enter into certain transactions with affiliates; merge or consolidate with another person or sell or otherwise dispose of all or substantially all of the Company’s assets; sell certain assets, including capital stock of the Company’s subsidiaries; designate the Company’s subsidiaries as unrestricted subsidiaries; pay dividends, redeem or repurchase capital stock or make other restricted payments; and incur certain liens. As of December 31, 2024, the Company was in compliance with all covenants contained in the CCOH 9.000% Senior Secured Notes Indenture.

CCOH 7.875% Senior Secured Notes Due 2030

On March 18, 2024, the Company completed the sale of $865.0 million in aggregate principal amount of the CCOH 7.875% Senior Secured Notes. The CCOH 7.875% Senior Secured Notes were issued pursuant to an indenture, dated as of March 18, 2024 (the “CCOH 7.875% Senior Secured Notes Indenture”), among the Company, the subsidiaries of the Company acting as guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee and as collateral agent.

The CCOH 7.875% Senior Secured Notes mature on April 1, 2030 and bear interest at a rate of 7.875% per annum. Interest on the CCOH 7.875% Senior Secured Notes is payable to the holders thereof semi-annually on April 1 and October 1 of each year.

The CCOH 7.875% Senior Secured Notes are guaranteed fully and unconditionally on a senior secured basis by certain of the Company’s wholly-owned existing and future domestic subsidiaries. The CCOH 7.875% Senior Secured Notes and the guarantees thereof are secured on a first-priority basis by security interests in the CCOH Senior Secured Notes Priority Collateral and on a second-priority basis by security interests in the ABL Priority Collateral, in each case, other than any excluded assets and subject to intercreditor agreements.

The CCOH 7.875% Senior Secured Notes and the guarantees are general senior secured obligations of the Company and the guarantors thereof and rank pari passu in right of payment with the Company’s and the guarantors’ existing and future senior indebtedness.

The Company may redeem all or a portion of the CCOH 7.875% Senior Secured Notes at the redemption prices (including any “make-whole,” as may be applicable) as set forth in the CCOH 7.875% Senior Secured Notes Indenture.

The CCOH 7.875% Senior Secured Notes Indenture contains covenants that limit the Company’s ability and the ability of its restricted subsidiaries to, among other things: incur or guarantee additional debt or issue certain preferred stock; redeem, purchase or retire subordinated debt; make certain investments; create restrictions on the payment of dividends or other amounts from the Company’s restricted subsidiaries that are not guarantors of the debt; enter into certain transactions with affiliates; merge or consolidate with another person or sell or otherwise dispose of all or substantially all of the Company’s assets; sell certain assets, including capital stock of the Company’s subsidiaries; designate the Company’s subsidiaries as unrestricted subsidiaries; pay dividends, redeem or repurchase capital stock or make other restricted payments; and incur certain liens. As of December 31, 2024, the Company was in compliance with all covenants contained in the CCOH 7.875% Senior Secured Notes Indenture.

CCOH 7.750% Senior Notes Due 2028

On February 17, 2021, the Company completed the sale of $1.0 billion aggregate principal amount of 7.750% Senior Notes due 2028 (the “CCOH 7.750% Senior Notes”). On the same date, the Company entered into an indenture, dated as of February 17, 2021 (the “CCOH 7.750% Senior Notes Indenture”), by and among the Company, the subsidiaries of the Company acting as guarantors party thereto, and U.S. Bank National Association, as trustee.

In September 2023, the Company repurchased in the open market $5.0 million of the CCOH 7.750% Senior Notes. The repurchased notes are held by a subsidiary of the Company and have not been cancelled.

The CCOH 7.750% Senior Notes mature on April 15, 2028 and bear interest at a rate of 7.750% per annum. Interest on the CCOH 7.750% Senior Notes is payable to the holders thereof semi-annually on April 15 and October 15 of each year.

The CCOH 7.750% Senior Notes are guaranteed on a senior unsecured basis by certain of the Company’s wholly-owned existing and future domestic subsidiaries. The CCOH 7.750% Senior Notes (i) rank pari passu in right of payment with all existing and future senior indebtedness of the Company; (ii) are senior in right of payment to all of the future subordinated indebtedness of the Company and guarantors; (iii) are effectively subordinated to all of the Company’s and guarantors’ existing and future indebtedness secured by a lien, to the extent of the value of such collateral; and (iv) are structurally subordinated to any existing and future obligations of any existing or future subsidiaries of the Company that do not guarantee the CCOH 7.750% Senior Notes, including all of the Company’s foreign subsidiaries.

The Company may redeem all or a portion of the CCOH 7.750% Senior Notes at the redemption prices set forth in the CCOH 7.750% Senior Notes Indenture.

The CCOH 7.750% Senior Notes Indenture contains covenants that limit the Company’s ability and the ability of its restricted subsidiaries to, among other things: (i) incur or guarantee additional debt or issue certain preferred stock; (ii) redeem, purchase or retire subordinated debt; (iii) make certain investments; (iv) create restrictions on the payment of dividends or other amounts from the Company’s restricted subsidiaries that are not guarantors; (v) enter into certain transactions with affiliates; (vi) merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of the Company’s assets; (vii) sell certain assets, including capital stock of the Company’s subsidiaries; (viii) designate the Company’s subsidiaries as unrestricted subsidiaries; (ix) pay dividends, redeem or repurchase capital stock or make other restricted payments; and (x) incur certain liens. As of December 31, 2024, the Company was in compliance with all covenants contained in the CCOH 7.750% Senior Notes Indenture.

CCOH 7.500% Senior Notes Due 2029

On June 1, 2021, the Company completed the sale of $1.05 billion aggregate principal amount of 7.500% Senior Notes due 2029 (the “CCOH 7.500% Senior Notes”). On the same date, the Company entered into an indenture, dated as of June 1, 2021 (the “CCOH 7.500% Senior Notes Indenture”), by and among the Company, the subsidiaries of the Company acting as guarantors party thereto, and U.S. Bank National Association as trustee.

In September 2023, the Company repurchased in the open market $10.0 million of the CCOH 7.500% Senior Notes. The repurchased notes are held by a subsidiary of the Company and have not been cancelled.

The CCOH 7.500% Senior Notes mature on June 1, 2029 and bear interest at a rate of 7.500% per annum. Interest on the CCOH 7.500% Senior Notes is payable to the holders thereof semi-annually on June 1 and December 1 of each year.

The CCOH 7.500% Senior Notes are guaranteed on a senior unsecured basis by certain of the Company’s wholly-owned existing and future domestic subsidiaries. The CCOH 7.500% Senior Notes (i) rank pari passu in right of payment with all existing and future senior indebtedness of the Company; (ii) are senior in right of payment to all of the future subordinated indebtedness of the Company and guarantors; (iii) are effectively subordinated to all of the Company’s and guarantors’ existing and future indebtedness secured by a lien, to the extent of the value of the collateral securing such debt; and (iv) are structurally subordinated to any existing and future obligations of any existing or future subsidiaries of the Company that do not guarantee the CCOH 7.500% Senior Notes, including all of the Company’s foreign subsidiaries.

The Company may redeem all or a portion of the CCOH 7.500% Senior Notes at the redemption prices set forth in the CCOH 7.500% Senior Notes Indenture.

The CCOH 7.500% Senior Notes Indenture contains covenants that limit the Company’s ability and the ability of its restricted subsidiaries to, among other things: (i) incur or guarantee additional debt or issue certain preferred stock; (ii) redeem, purchase or retire subordinated debt; (iii) make certain investments; (iv) create restrictions on the payment of dividends or other amounts from the Company’s restricted subsidiaries that are not guarantors; (v) enter into certain transactions with affiliates; (vi) merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of the Company’s assets; (vii) sell certain assets, including capital stock of the Company’s subsidiaries; (viii) designate the Company’s subsidiaries as unrestricted subsidiaries; (ix) pay dividends, redeem or repurchase capital stock or make other restricted payments; and (x) incur certain liens. As of December 31, 2024, the Company was in compliance with all covenants contained in the CCOH 7.500% Senior Notes Indenture.

CCIBV 6.625% Senior Secured Notes Due 2025

On August 4, 2020, CCIBV issued $375.0 million aggregate principal amount of CCIBV Senior Secured Notes. The CCIBV Senior Secured Notes were issued under an indenture, dated as of August 4, 2020 (the “CCIBV Senior Secured Notes Indenture”), among CCIBV, the subsidiaries of CCIBV acting as guarantors party thereto, U.S. Bank National Association as trustee, paying agent, registrar, authentication agent and transfer agent, and U.S. Bank Trustees Limited as security agent. The CCIBV Senior Secured Notes bore interest at a rate of 6.625% per annum, payable semi-annually in arrears on April 1 and October 1 of each year.

On March 22, 2024, all of the CCIBV Senior Secured Notes were redeemed. As a result, CCIBV and the guarantors of the CCIBV Senior Secured Notes were released from their remaining obligations under the indenture governing such notes, and such indenture ceased to be of further effect.

CCIBV Term Loan Facility Due 2027

On March 22, 2024, CCIBV entered into a credit agreement (the “CCIBV Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and J.P. Morgan SE, as lead arranger and bookrunner. The CCIBV Credit Agreement governs the CCIBV Term Loan Facility and the term loans incurred thereunder.

The CCIBV Term Loan Facility is comprised oftwo tranches of term loans totaling an aggregate principal amount of $375.0 million: (1) a “fixed rate” tranche of term loans in an aggregate principal amount of $300.0 million, and (2) a “floating rate” tranche of term loans in an aggregate principal amount of $75.0 million.

Interest Rate

The CCIBV Term Loan Facility bears interest: (1) at a fixed rate of 7.5% per annum, payable semi-annually in arrears on April 1 and October 1 of each year for the fixed rate tranche, and (2) at a floating rate equal to the benchmark rate “Term SOFR” plus 2.25% per annum (subject to a floor rate of 5.25% per annum), payable at one, three or six-month intervals.

Amortization and Maturity

The CCIBV Term Loan Facility matures on April 1, 2027 and has no scheduled amortization payments prior to this date.

The CCIBV Credit Agreement requires CCIBV to make certain mandatory prepayments, subject to certain requirements and exceptions, and permits CCIBV to make voluntary prepayments at its discretion. The Fixed Rate Term Loan Tranche and the Floating Rate Term Loan Tranche will participate in any voluntary or mandatory repayments or prepayments on a pro rata basis.

The CCIBV Term Loan Facility is fully guaranteed by certain of CCIBV’s subsidiaries. The Company does not guarantee and has not otherwise assumed any liability under the CCIBV Term Loan Facility. The CCIBV Term Loan Facility and certain of the guarantees thereunder (the “Secured Guarantees”) are secured by security interests in, and pledges over, certain assets and property (including, without limitation, capital stock, material bank accounts and intercompany receivables) of or in CCIBV and its guarantors (the “Security Interests”), in each case subject to certain agreed security principles, permitted liens and other customary exceptions and qualifications.

The CCIBV Term Loan Facility is a senior secured obligation that ranks, in right of payment, pari passu to all unsubordinated indebtedness of CCIBV and senior to all subordinated indebtedness of CCIBV and ranks, in right of security, senior to all unsecured and junior lien indebtedness of CCIBV to the extent of the value of the assets that constitute collateral after giving effect to the Security Interests and the Secured Guarantees. The guarantees that are not Secured Guarantees are unsecured senior obligations that rank, in right of payment, pari passu to all unsubordinated indebtedness of the guarantors and senior to all subordinated indebtedness of the guarantors and rank, in right of security, junior to all secured indebtedness of the guarantors to the extent of the value of the assets securing such indebtedness and pari passu to all unsecured indebtedness of the guarantors.

The CCIBV Credit Agreement contains covenants that limit CCIBV’s ability and the ability of its restricted subsidiaries to, among other things (but subject to certain exceptions): 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 effect other fundamental changes to CCIBV’s assets. As of December 31, 2024, CCIBV was in compliance with all covenants contained in the CCIBV Credit Agreement.

Future Maturities of Long-term Debt

Future maturities of total long-term debt as of December 31, 2024 are as follows:

(1)Includes the CCIBV Term Loan Facility aggregate principal amount of $375.0 million. In accordance with the CCIBV Credit Agreement, the Company will use the anticipated net proceeds from the sale of the Europe-North businesses, after payment of transaction-related fees and expenses, to fully prepay the outstanding CCIBV term loans, plus any accrued interest.

(2)Excludes original issue discount and long-term debt fees of $7.3 million and $36.4 million, respectively, which are amortized through interest expense over the life of the underlying debt obligations.

Letters of Credit, Surety Bonds and Guarantees

The Company has letters of credit, surety bonds and bank guarantees related to various operational matters, including insurance, bid, concession and performance bonds, as well as other items.

As of December 31, 2024, the Company had $43.2 million of letters of credit outstanding under its Revolving Credit Facility, resulting in $72.6 million of remaining excess availability, and $66.3 million of letters of credit outstanding under its Receivables-Based Credit Facility, resulting in $108.7 million of excess availability. Additionally, as of December 31, 2024, the Company had $43.1 million and $24.1 million of surety bonds and bank guarantees outstanding, respectively, a portion of which was supported by $4.7 million of cash collateral.

A portion of these letters of credit and guarantees at December 31, 2024 related to discontinued operations that were sold or held for sale as of this date. Please refer to Note 3 for additional information.

NOTE 7 –LEASES

The following table provides the components of ASC 842 lease expense for continuing operations included within the Consolidated Statements of Loss for 2024, 2023 and 2022:

The following table provides the weighted-average remaining lease term and the weighted-average discount rate for the Company's operating leases as of December 31, 2024 and 2023:

The following table provides the Company’s future maturities of operating leases as of December 31, 2024:

The following table provides supplemental cash flow information related to leases:

(1)In 2024, we entered into a 15-year contract with the New York Metropolitan Transit Authority for roadside advertising assets with total undiscounted minimum lease payments of $390.0 million, effective November 1, 2024.

NOTE 8 –COMMITMENTS AND CONTINGENCIES

Commitments

The Company has various commitments under non-cancelable contracts, including:

•Contracts that meet the definition of a lease under ASC 842, as previously described. Refer to Note 7 for the Company’s future maturities of operating lease liabilities as of December 31, 2024.

•Non-cancelable contracts that provide the supplier with a substantive substitution right regarding the property, plant and equipment used to fulfill the contract, which do not meet the definition of a lease for accounting purposes under ASC 842.

•Capital expenditure commitments relating to required purchases of property, plant, and equipment under certain transit and street furniture contracts.

As of December 31, 2024, the Company’s future minimum payments under non-lease non-cancelable contracts in excess of one year and capital expenditure commitments consisted of the following:

Legal Proceedings

The Company and its subsidiaries are involved in certain legal proceedings arising in the ordinary course of business and, as required, have accrued an estimate of the probable costs for the resolution of those claims for which the occurrence of loss is probable and the amount can be reasonably estimated. These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. It is possible, however, that future results of operations for any particular period could be materially affected by changes in the Company’s assumptions or the effectiveness of its strategies related to these proceedings. Additionally, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on the Company’s financial condition or results of operations.

Although the Company is involved in a variety of legal proceedings in the ordinary course of business, a large portion of the Company’s litigation arises in the following contexts: commercial disputes, employment and benefits-related claims, land use and zoning disputes, governmental fines, intellectual property claims, personal injury claims and tax disputes.

Other Contingencies

In various areas in which the Company operates, out-of-home advertising is the object of restrictive and, in some cases, prohibitive zoning and other regulatory provisions, either enacted or proposed. The impact to the Company of loss of displays due to governmental action has been somewhat mitigated by Federal and state laws mandating compensation for such loss and constitutional restraints.

NOTE 9 –INCOME TAXES

Income Tax Benefit Attributable to Continuing Operations

The Company’s income tax benefit attributable to continuing operations for 2024, 2023 and 2022 consisted of the following components:

The Company recognized income tax benefit attributable to continuing operations of $9.4 million, $23.7 million and $89.9 million in 2024, 2023 and 2022, respectively. In each of these years, the income tax benefit is partially offset by deferred tax expense related to increases in the valuation allowance, primarily related to interest expense carryforwards, due to uncertainty regarding the Company’s ability to realize those assets in future periods.

The deferred tax benefit for 2022 was primarily driven by a partial release of the U.S valuation allowance due to the Company’s assessment of its deferred tax liabilities associated with billboard permits that will reverse in the future, thereby generating future taxable income for the realization of U.S deferred tax assets. Prior to 2022, permits were treated as indefinite-lived intangible assets and were not amortized for financial reporting purposes. Refer to Note 2 for more information on the change in accounting estimate related to amortization of the Company’s permits.

Pillar Two Minimum Tax

On December 20, 2021, the Organization for Economic Cooperation and Development released the Pillar Two model rules, providing a framework for implementing a 15% minimum tax, also referred to as the Global Anti-Base Erosion rules, on earnings of multinational companies with consolidated annual revenue exceeding €750 million. Pillar Two legislation has been enacted in certain jurisdictions where the Company operates and is effective for the Company’s financial year beginning January 1, 2024. The provisions effective in 2024 did not have a material impact on the Company’s financial results, and the Company will continue to monitor additional guidance and legislative changes related to Pillar Two in the jurisdictions where it operates.

Deferred Taxes

Significant components of the Company’s deferred tax liabilities and assets as of December 31, 2024 and 2023 are as follows:

(1)The deferred tax liabilities associated with intangible assets that are categorized as indefinite-lived, including permanent easements and tax-deductible goodwill, will not reverse over time unless the Company recognizes future impairment charges or sells these intangible assets.

(2)At December 31, 2024, the Company had recorded deferred tax assets for net operating loss carryforwards (tax-effected) for federal and state income tax purposes of $71.8 million. The Company’s federal and certain state net operating losses carry forward indefinitely without expiration, while the remaining state net operating loss carryforwards expire in various amounts through 2044. At December 31, 2024, the Company had recorded $17.7 million (tax-effected) of deferred tax assets for foreign net operating loss carryforwards, the majority of which may be carried forward without expiration.

(3)Section 163(j) of the Internal Revenue Code generally limits the deduction for business interest expense to 30% of adjusted taxable income and provides that any disallowed interest expense may be carried forward indefinitely. In applying the rules under Section 163(j), the Company made the election to be considered an operator of a “real property trade or business” and therefore records a carryforward deferred tax asset for federal and state purposes related to interest expense limitations on its non-real property assets.

(4)Full realization of the deferred tax assets related to stock-based compensation expense under ASC 718-10 requires stock options to be exercised at a price equaling or exceeding the sum of the grant price plus the fair value of the option at the grant date and restricted stock to vest at a price equaling or exceeding the fair market value at the grant date. Accordingly, there can be no assurance that the stock price of the Company’s common stock will rise to levels sufficient to realize the entire deferred tax benefit currently reflected in the Company’s Consolidated Balance Sheet. See Note 13 for additional discussion of ASC 718-10.

(5)Due to the Company’s evaluation of all available evidence, including significant negative evidence of cumulative losses in the related jurisdictions, the Company continues to record valuation allowances on deferred tax assets that are not expected to be realized. As of December 31, 2024, the Company had valuation allowances of $120.3 million recorded against a portion of its federal and state deferred tax assets, primarily related to interest expense carryforwards, and $17.6 million recorded against its deferred tax assets in foreign jurisdictions.

(6)The Company expects to realize the benefits of this portion of its deferred tax assets based upon its assessment of deferred tax liabilities that will reverse in the same carryforward period and jurisdiction and are of the appropriate character. Any deferred tax liabilities associated with indefinite-lived intangible assets are not relied upon as a source of future taxable income.

Effective Tax Rate

Income (loss) from continuing operations before income taxes was as follows:

The reconciliation of income tax benefit computed at U.S. federal statutory rates to income tax benefit attributable to continuing operations is as follows:

The effective tax rates for continuing operations of 7.0%,12.9% and 113.8% in 2024, 2023 and 2022, respectively, were largely impacted by increases in the valuation allowance recorded against deferred tax assets, primarily related to interest expense carryforwards, due to uncertainty regarding the Company’s ability to realize those assets in future periods. In 2022, however, this was more than offset by a reduction in the valuation allowance driven by the classification change of permit intangible assets from indefinite-lived to finite-lived for financial reporting purposes.

Unrecognized Tax Benefits

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:

(1)All federal income tax matters through 2020 are closed. Substantially all material state, local, and foreign income tax matters have been concluded for years through 2020, with the exception of a current examination in Texas that covers the 2008-2016 tax years.

The Company records interest and penalties related to unrecognized tax benefits in current income tax expense. At December 31, 2024 and 2023, the total amount of interest accrued was $5.9 million and $5.3 million, respectively, resulting in total unrecognized tax benefits, including accrued interest and penalties, of $12.8 million and $13.3 million, respectively.

The unrecognized tax benefits, net of deposits on account with taxing authorities, are reflected on the Company’s Consolidated Balance Sheets as follows: $11.0 million and $11.3 million is included in “Other liabilities” at December 31, 2024 and 2023, respectively. In addition, $1.8 million and $2.0 million of unrecognized tax benefits are netted with the Company’s deferred tax assets for its net operating loss carryforwards at December 31, 2024 and 2023, respectively.

The total amount of unrecognized tax benefits at December 31, 2024 and 2023 that, if recognized, would have impacted the effective income tax rate was $4.1 million and $5.1 million, respectively.

NOTE 10 –PROPERTY, PLANT AND EQUIPMENT

The Company’s property, plant and equipment consisted of the following classes of assets as of December 31, 2024 and 2023:

In 2024, the Company acquired digital billboard structures of $1.7 million. In 2023, the Company acquired digital billboard structures of $1.8 million and land of $0.1 million.

Depreciation

Total depreciation expense related to property, plant and equipment for continuing operations for 2024, 2023 and 2022 was $95.7 million, $118.8 million, and $139.1 million, respectively. As certain assets have become fully depreciated, depreciation expense has decreased.

The Company didnot recognize any impairments of property, plant and equipment related to continuing operations during 2024, 2023 or 2022.

NOTE 11 – INTANGIBLE ASSETS AND GOODWILL

Intangible Assets

The following table presents the gross carrying amount and accumulated amortization for each major class of intangible assets as of December 31, 2024 and 2023:

During 2024, the Company acquired permits of $12.7 million and permanent easements of $2.4 million, including $7.1 million of intangible assets acquired through a non-cash exchange with another out-of-home advertising provider. The acquired permits have amortization periods ranging from 5 to 28 years.

During 2023, the Company acquired permits of $7.0 million and permanent easements of $3.8 million. The acquired permits have amortization periods ranging from 11 to 16 years.

Amortization

Total amortization expense related to finite-lived intangible assets for continuing operations for 2024, 2023 and 2022 was $78.3 million, $78.0 million, and $34.6 million, respectively. The increase in amortization expense from 2022 was driven by the change in the classification of permits from indefinite-lived to finite-lived, as described in Note 2.

The following table presents the Company’s estimate of future amortization expense; however, in the event that acquisitions, dispositions or impairments occur in the future, amortization expense may vary.

The Company did not recognize any impairments of definite-lived intangible assets during 2024, 2023 or 2022.

As described in Note 2, the Company performs its annual impairment test for indefinite-lived intangible assets as of July 1 of each year, or more frequently as events or changes in circumstances warrant. No impairment was recognized during 2024 or 2023 as a result of these tests. In 2022, the Company recognized total impairment charges of $22.7 million, including $21.8 million on its then-indefinite-lived permits, driven by rising interest rates and inflation, and $0.9 million on permanent easements.

The following table presents the goodwill balance for the Company’s segments as of December 31, 2024. There were no changes to the balances during 2024 or 2023.

(1)The goodwill balance for the America segment is net of cumulative impairments totaling $2.6 billion.

As described in Note 2, the Company performs its annual impairment test for goodwill as of July 1 each year, or more frequently as events or changes in circumstances warrant. The Company didnot recognize any impairments of goodwill related to continuing operations during 2024, 2023 or 2022.

NOTE 12 –ASSET RETIREMENT OBLIGATIONS

The following table presents the activity related to the Company’s asset retirement obligations:

NOTE 13 –STOCKHOLDERS’ DEFICIT

Share-Based Compensation

Share-Based Compensation Plans

The Company has historically granted equity incentive awards to executive officers and other eligible participants under the 2012 Amended and Restated Stock Incentive Plan, which was amended and restated in 2021 (the “2021 Stock Incentive Plan”). On May 16, 2024, the Company’s stockholders approved the adoption of the 2012 Third Amended and Restated Equity Incentive Plan (the “2024 Stock Incentive Plan”), which amends and restates the 2021 Stock Incentive Plan.

The 2024 Stock Incentive Plan provides for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, and performance-based cash and stock awards to the Company’s or its subsidiaries’ directors, officers, employees, consultants or advisors. As of December 31, 2024, the Company had 37,941,575 shares available for issuance under the 2024 Stock Incentive Plan, assuming a 100% payout of the Company’s outstanding performance stock units. The shares available for issuance reflect shares granted to all employees, including those of the Company’s discontinued operations.

Share-Based Compensation Expense

Share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the vesting period. Share-based compensation expense for continuing operations, which is recognized within “Corporate expenses” on the Consolidated Statements of Loss, was as follows:

(1)For 2023 and 2022, this expense relates to both restricted stock units and restricted stock awards. For 2024, the expense is solely related to restricted stock units, as all restricted stock awards had vested as of December 31, 2023.

The tax benefit related to the share-based compensation expense for continuing operations for 2024, 2023 and 2022 was $6.0 million, $4.5 million and $4.6 million, respectively. As of December 31, 2024, there was $19.0 million of unrecognized compensation cost related to unvested share-based compensation arrangements that will vest based on service conditions. This cost is expected to be recognized over a weighted average period of approximatelytwo years.

Restricted Stock Units

The Company grants restricted stock units (“RSUs”) under its equity incentive plan. RSUs generally represent the right to receive shares upon vesting or, in some instances, may be settled in cash equal to the fair market value of the number of vested shares at the election of the compensation committee of the Board of Directors, and generally vest ratably in annual increments over athree-year period. RSUs are forfeited, except in certain circumstances, in the event the grantee terminates his or her employment or relationship with the Company prior to vesting.

The following table summarizes the Company’s RSUs outstanding at December 31, 2024, and related activity during the year:

(1)Excludes RSUs granted to employees of discontinued operations.

(2)The weighted-average grant-date fair value of the Company’s RSUs granted during 2024, 2023 and 2022 was $1.58, $1.32 and $2.58 per share, respectively.

Performance Stock Units

The Company grants performance stock units (“PSUs”) under its equity incentive plan. PSUs represent the right to receive shares of the Company’s common stock, which vest and become earned based on the achievement of certain performance goals.

•For PSUs granted prior to 2023, if the Company achieves total shareholder return relative to the Company’s peer group (the “Relative TSR”) over athree-year performance period at the 90 th percentile or higher, the PSUs will be earned at 150% of the target number of shares; if the Company achieves Relative TSR at the 60 th percentile, the PSUs will be earned at 100% of the target number of shares; if the Company achieves Relative TSR at the 30 thpercentile, the PSUs will be earned at 50% of the target number of shares; and if the Company achieves Relative TSR below the 25 th percentile, no PSUs will be earned. To the extent Relative TSR is between achievement levels, the portion of the PSUs that is earned will be determined using straight-line interpolation.

•For PSUs granted in 2023 and 2024, if the Company achieves Relative TSR over athree-year performance period at the 75 th percentile or higher, the PSUs will be earned at 150% of the target number of shares; if the Company achieves Relative TSR at the 50 th percentile, the PSUs will be earned at 100% of the target number of shares; if the Company achieves Relative TSR at the 25 th percentile, the PSUs will be earned at 50% of the target number of shares; and if the Company achieves Relative TSR below the 25 th percentile, no PSUs will be earned. To the extent Relative TSR is between achievement levels, the portion of the PSUs that is earned will be determined using straight-line interpolation. Notwithstanding the foregoing, to the extent the Company’s absolute total shareholder return over the performance period is less than 0%, the maximum payout shall not be greater than 100% of the target number of shares.

•Effective May 31, 2024, certain executive officers of the Company received one-time PSU awards, totaling 6.1 million in aggregate. The PSUs are eligible to vest and become earned shares in one-third increments based on achievement of specified stock price performance hurdles of $2.50, $3.25 and $4.25 during thefour-year period, beginning on May 31, 2024, subject to additional service-based vesting conditions set forth in the applicable award agreement. The maximum number of shares that may be earned with respect to these PSUs is 100% of the PSUs granted. The PSUs are subject to accelerated vesting and distribution upon certain qualifying terminations and in connection with a change in control, as set forth in the applicable award agreement.

PSUs, which are considered market-condition awards pursuant to ASC 260, are measured at the grant-date fair value based on a Monte Carlo simulation model as of the grant date. The following assumptions were used to calculate the fair value of the Company’s PSUs on the date of grant:

The following table summarizes the Company’s PSUs outstanding, assuming a 100% payout, at December 31, 2024, and related activity during the year:

(1)Excludes PSUs granted to employees of discontinued operations.

(2)The weighted-average grant-date fair value of the Company’s PSUs granted during 2024, 2023 and 2022 was $1.47, $1.62 and $2.69 per share, respectively.

(3)Forfeitures include the PSUs granted in 2021 that were not earned based on the Company’s Relative TSR over thethree-year performance period.

Stock Options

The Company historically granted options to purchase shares of its common stock under its equity incentive plan, with exercise prices set at no less than the fair value of the underlying stock at the grant date. All outstanding options were fully vested and exercisable as of December 31, 2023, and are generally forfeited if the recipient terminates his or her employment or relationship with the Company or its affiliates. Forfeitures are recognized when they occur. The equity incentive plan contains anti-dilutive provisions that permit adjustments due to changes in capitalization.

The following table summarizes the Company’s stock options outstanding at December 31, 2024, and related activity during the year:

(1)Excludes stock options granted to employees of discontinued operations.

Computation of Net Loss per Share

The following table presents the computation of net loss per share for 2024, 2023 and 2022:

Outstanding equity awards equivalent to 26.6 million and 20.5 million shares for 2024 and 2023, respectively, were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive. For the year ended December 31, 2022, diluted weighted average common shares outstanding included 9.2 million shares from the effect of dilutive securities, calculated using the treasury stock method.

NOTE 14 –OTHER INFORMATION

Reconciliation of Cash, Cash Equivalents and Restricted Cash

The following table reconciles cash and cash equivalents reported in the Consolidated Balance Sheets to cash, cash equivalents and restricted cash reported in the Consolidated Statements of Cash Flows:

Accounts Receivable

The following table discloses the components of “Accounts receivable, net” as reported in the Consolidated Balance Sheets:

Credit loss expense related to accounts receivable of continuing operations was $2.5 million, $3.6 million, and $4.8 million during 2024, 2023, and 2022, respectively.

Accrued Expenses

The following table discloses the components of “Accrued expenses” as of December 31, 2024 and 2023, respectively:

Consolidated Statements of Loss

The following table discloses the components of “Other expense, net” for 2024, 2023 and 2022:

(1)In 2024, other expense, net, includes $10.0 million of debt modification expense related to the issuance of the CCOH 7.875% Senior Secured Notes and associated prepayment and refinancing of the Term Loan Facility, as detailed in Note 6. In 2023, other expense, net, includes $4.4 million of debt modification expense related to the issuance of the CCOH 9.000% Senior Secured Notes and associated prepayment of the Term Loan Facility.

NOTE 15–QUARTERLY RESULTS OF OPERATIONS (Unaudited)

The following tables present the Consolidated Statements of Income (Loss) and net income (loss) per share for each quarter of 2024 and 2023, revised to report results of discontinued operations as a separate component of Consolidated net income (loss) for each period presented in accordance with GAAP.