Clear Channel Outdoor Holdings, Inc.

NOTE 1 –BASIS OF PRESENTATION

Principles of Consolidation

These consolidated financial statements include the accounts of Clear Channel Outdoor Holdings, Inc. (“CCOH”) 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. All references in this Quarterly Report on Form 10-Q to “the Company,” “we,” “us” and “our” refer to Clear Channel Outdoor Holdings, Inc. and its consolidated subsidiaries.

Preparation of Interim Financial Statements

These consolidated financial statements and accompanying notes have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) applicable to interim financial reporting and, in the opinion of management, include all normal and recurring adjustments necessary to present fairly the results of the interim periods shown. Due to seasonality and other factors, the results for the interim periods may not be indicative of results for the full year.

Pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), certain information and footnote disclosures required by GAAP for annual financial statements have been condensed or omitted from these interim financial statements. Accordingly, these financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s 2024 Annual Report on Form 10-K, filed with the SEC on February 24, 2025.

Use of Estimates

These consolidated financial statements reflect estimates and assumptions made by management that affect the reported amounts. The Company bases its estimates on historical experience and other assumptions deemed to be reasonable under the circumstances. Actual results may differ from these estimates.

Discontinued Operations

As described in the Company’s 2024 Annual Report on Form 10-K, the Company classified its Europe-North segment and Latin American businesses as discontinued operations as of December 31, 2024, in addition to its business in Spain, which was classified as discontinued operations in 2023.

In accordance with 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 income (loss)” in the Consolidated Statements of Income (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 2 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 –DISPOSITIONS AND DISCONTINUED OPERATIONS

Dispositions

In the first quarter of 2025, the Company sold the following businesses, which were classified as discontinued operations as of December 31, 2024:

•On February 5, 2025, the Company sold its businesses in Mexico, Peru and Chile to Global Media US LLC in a simultaneous sign-and-close transaction for an aggregate purchase price of $34.0 million, subject to certain customary adjustments, resulting in a gain on sale of $70.7 million. After adjustments, and net of direct transaction costs paid and cash sold with the businesses, net cash proceeds as of March 31, 2025 were $16.0 million. As of that date, the Company had accrued $4.0 million of unpaid transaction costs, which are expected to be paid in the second quarter of 2025. Additionally, the Company is eligible for an additional $1.25 million earn-out, contingent upon the profitability of the sold businesses through December 31, 2026.

•On March 31, 2025, the Company sold its Europe-North segment businesses to Bauer Radio Limited, a subsidiary of Bauer Media Group, for an aggregate purchase price of $625.0 million, subject to certain customary adjustments, resulting in a gain on sale of $66.5 million. After adjustments, and net of direct transaction costs paid and cash sold with the businesses, net cash proceeds as of March 31, 2025 were $593.3 million. As of that date, the Company had accrued $15.5 million of unpaid transaction costs, which are expected to be paid in the second quarter of 2025. Also on March 31, 2025, the Company used a portion of the net proceeds from this sale to fully prepay the outstanding term loans (the “CCIBV Term Loan Facility”) of Clear Channel International B.V. (“CCIBV”), an indirect wholly-owned subsidiary of the Company, along with accrued interest. Refer to Note 5 for additional details.

Gains from both sales are reflected in “Income from discontinued operations” in the Consolidated Statement of Income, and net cash proceeds are included in “Proceeds from sales of businesses and/or assets, net of direct costs to sell and cash sold” within investing activities in the Consolidated Statement of Cash Flows.

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

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

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 reconciles the carrying amounts of the major classes of assets and liabilities of discontinued operations to the current assets and liabilities of discontinued operations as presented on the Company’s Consolidated Balance Sheets:

(1)As of March 31, 2025, the balances consisted of assets and liabilities of the Company’s businesses in Spain and Brazil, which remain held for sale.

(2)As of December 31, 2024, the balances included assets and liabilities related to the Company’s businesses in Spain and Brazil, as well as its former businesses in the Europe-North segment and in Mexico, Peru and Chile. As previously described, the Company’s Europe-North segment businesses and its businesses in Mexico, Peru and Chile were sold in the first quarter of 2025.

(3)The valuation allowance on the business in Brazil represents the cumulative loss recorded to reduce 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 assets, with the remainder recognized as a liability.

Letters of Credit and Guarantees

As of December 31, 2024, the Company had an outstanding letter of credit for $20.2 million related to its former business in France. This letter of credit was canceled in March 2025, and the Company was released from any payment obligation.

As of March 31, 2025, the Company had an outstanding $6.3 million letter of credit related to its business in Spain, which will remain in effect until the letter of credit expires in July 2025 or until the business is sold, whichever occurs first. As of March 31, 2025, the Company also had outstanding bank guarantees of $8.5 million related to its business in Spain, which were supported by $0.7 million of cash collateral.

Income (Loss) from Discontinued Operations

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

(1)Discontinued operations for the three months ended March 31, 2025 and 2024 include results from the Company’s businesses in Spain and Brazil, its former Europe-North segment businesses through their date of sale (March 31, 2025), and its former Latin American businesses in Mexico, Peru and Chile through their date of sale (February 5, 2025).

(2)Excludes depreciation and amortization.

(3)Interest expense primarily relates to the $375.0 million aggregate principal balance of outstanding debt issued by CCIBV. On March 22, 2024, CCIBV entered into the CCIBV Term Loan Facility and used the proceeds to redeem all of the outstanding 6.625% Senior Secured Notes Due 2025 (the “CCIBV Senior Secured Notes”).

(4)Other expense, net, for the three months ended March 31, 2025 includes a $5.4 million loss on debt extinguishment related to the prepayment of the CCIBV Term Loan Facility, as described in Note 5 to these Condensed Consolidated Financial Statements. The remaining expense primarily reflects a net foreign currency transaction loss from intercompany notes denominated in a currency other than the functional currency.

(5)Other expense, net, for the three months ended March 31, 2024, 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 associated repayment of the CCIBV Senior Secured Notes, as described in note (3) to this table. The remaining expense primarily reflects transaction costs associated with international sales processes, partially offset by a net foreign currency transaction gain from intercompany notes denominated in a currency other than the functional currency.

(6)For the three months ended March 31, 2025, the Company recognized gains of $70.7 million from the sale of its former businesses in Mexico, Peru and Chile, $66.5 million from the sale of its former Europe-North segment businesses, and a $2.5 million adjustment to reduce the $44.4 million loss previously recognized in the fourth quarter of 2024 related to its business in Brazil.

Capital Expenditures of Discontinued Operations

The following table presents the capital expenditures for discontinued operations:

(1)In addition to capital expenditures paid during the period, the Company had accrued but unpaid capital expenditures for discontinued operations of $1.6 million and $6.6 million as of March 31, 2025 and 2024, respectively.

NOTE 3 –SEGMENT DATA

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., while the Airports segment offers out-of-home advertising at airports in the U.S. and the Caribbean.

Segment Adjusted EBITDA is the profitability metric reported to the Company’s chief operating decision maker (“CODM”). It 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 the three months ended March 31, 2025 and 2024. 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 Income (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 costs 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 $3.4 million and $3.8 million as of March 31, 2025 and 2024, respectively.

NOTE 4 –REVENUE

The Company generates revenue primarily from the sale of advertising on printed and digital out-of-home advertising displays. Certain revenue transactions are considered leases for accounting purposes, as they grant customers the right to control the use of the Company’s advertising displays for a specified period. Revenue from leases is accounted for under Accounting Standards Codification (“ASC”) 842, and revenue from remaining transactions is accounted for as revenue from contracts with customers under ASC 606.

The following table presents revenue from contracts with customers, revenue from leases and total revenue from continuing operations, disaggregated by geography, for the three months ended March 31, 2025 and 2024:

(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 5 –LONG-TERM DEBT

Long-term debt outstanding as of March 31, 2025 and December 31, 2024 consisted of the following:

(1)On March 31, 2025, the Company used a portion of the net proceeds from the sale of its Europe-North segment businesses (as described in Note 2) to fully prepay the $375.0 million aggregate principal amount of CCIBV term loans and $11.9 million of accrued interest. As a result, the Company recognized a loss on debt extinguishment of $5.4 million, which is reported in discontinued operations as described in Note 2. Upon repayment, CCIBV and the guarantors under the credit agreement that governed the CCIBV Term Loan Facility, and all collateral granted as security thereunder, were released, and the credit agreement was terminated.

The aggregate market value of the Company’s debt, based on market prices for which quotes were available, was approximately $5.0 billion and $5.5 billion as of March 31, 2025 and December 31, 2024, 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.

As of March 31, 2025, the Company was in compliance with all covenants contained in its debt agreements.

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 March 31, 2025, the Company had $23.0 million of letters of credit outstanding under its Revolving Credit Facility, resulting in $92.8 million of remaining excess availability, and $68.8 million of letters of credit outstanding under its Receivables-Based Credit Facility, resulting in $73.5 million of excess availability. Additionally, as of March 31, 2025, the Company had $43.5 million and $13.1 million of surety bonds and bank guarantees outstanding, respectively, a portion of which was supported by $2.1 million of cash collateral.

A portion of these letters of credit and guarantees at March 31, 2025 related to discontinued operations that were held for sale as of this date. Please refer to Note 2 for additional information.

Subsequent Events

In April 2025, the Company repurchased $54.0 million principal amount of its 7.750% Senior Notes due 2028 and $65.8 million principal amount of its 7.500% Senior Notes due 2029 in the open market at a discount, for a total cash payment of $99.5 million, excluding accrued interest and related fees. The repurchased notes are currently held by the Company and have not been canceled. As a result of these transactions, the Company expects to recognize a gain on extinguishment of debt in the second quarter of 2025.

NOTE 6 –COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company and its subsidiaries are involved in certain legal proceedings arising in the ordinary course of business. As required, the Company has accrued estimates for the probable costs of resolving those claims for which loss is deemed probable and the amount can be reasonably estimated. These estimates have been developed in consultation with counsel and are based on an analysis of potential outcomes, 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. 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 its 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.

NOTE 7 –INCOME TAXES

Income Tax Expense Attributable to Continuing Operations

The Company’s income tax expense attributable to continuing operations for the three months ended March 31, 2025 and 2024 consisted of the following components:

The effective tax rates for continuing operations for the three months ended March 31, 2025 and 2024 were (2.2)% and (0.2)%, respectively. These rates were primarily impacted by the valuation allowance recorded against current-period deferred tax assets, mainly related to interest expense carryforwards, due to uncertainty regarding the Company’s ability to realize those assets in future periods.

NOTE 8 –PROPERTY, PLANT AND EQUIPMENT

The Company’s property, plant and equipment consisted of the following asset classes as of March 31, 2025 and December 31, 2024:

NOTE 9 –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 March 31, 2025 and December 31, 2024:

Goodwill

The following table presents the goodwill balance for the Company’s segments as of March 31, 2025. There were no changes to the balances during the three months ended March 31, 2025.

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

NOTE 10 –NET INCOME (LOSS) PER SHARE

The following table presents the computation of net income (loss) per share for the three months ended March 31, 2025 and 2024:

(1)Due to rounding, the total may not equal the sum of the line items in the table above.

Outstanding equity awards equivalent to 27.4 million and 24.6 million shares for the three months ended March 31, 2025 and 2024, respectively, were excluded from the computation of diluted earnings per share because their inclusion would have been anti-dilutive.

NOTE 11 —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 presents the components of “Accounts receivable, net,” as reported in the Consolidated Balance Sheets:

Credit loss expense (reversal), recognized within “Selling, general and administrative expenses” on the Consolidated Statements of Income (Loss), related to accounts receivable of continuing operations was $0.7 million and $(1.2) million for the three months ended March 31, 2025 and 2024, respectively.

Accrued Expenses

The following table presents the components of “Accrued expenses” as reported in the Consolidated Balance Sheets:

(1)As of March 31, 2025, accrued other expenses include $19.5 million in unpaid transaction costs related to the international business sales completed in the first quarter of 2025, as described in Note 2.

Share-Based Compensation

Share-based compensation expense for continuing operations, recognized within “Corporate expenses” on the Consolidated Statements of Income (Loss), was $5.4 million and $4.6 million for the three months ended March 31, 2025 and 2024, respectively.

Other Operating Income, Net

Other operating income, net, includes net gains from the sale or disposal of operating assets of $6.6 million and $5.3 million for the three months ended March 31, 2025 and 2024, respectively. These gains are partially offset by transaction costs associated with structural initiatives and financial advisory services, totaling $0.6 million and $1.7 million for the three months ended March 31, 2025 and 2024, respectively, and other miscellaneous fees.

Other Income (Expense), Net

For the three months ended March 31, 2024, other expense, net, included $9.8 million of debt modification costs related to the issuance of the 7.875% Senior Secured Notes Due 2030 (the “CCOH 7.875% Senior Secured Notes”) and the associated prepayment and refinancing of the Term Loan Facility, further described in the Company’s 2024 Annual Report on Form 10-K.

Other Comprehensive Income (Loss)

There wereno significant changes in deferred income tax liabilities resulting from adjustments to other comprehensive income (loss) during the three months ended March 31, 2025 and 2024.