Clear Channel Outdoor Holdings, Inc.

Description of Our Business, Segments and Discontinued Operations

We generate revenue by selling advertising on the out-of-home displays we own or operate, including roadside billboards, street furniture and airport displays, using both digital and printed formats. We operate two reportable business segments: America (U.S. operations excluding airports) and Airports (U.S. and Caribbean airport operations), with our remaining operations in Singapore reported as “Other.”

As noted in our 2024 Annual Report on Form 10-K, we classified our Europe-North segment and our Latin American businesses as discontinued operations as of December 31, 2024, in addition to our business in Spain, which we classified as discontinued operations in 2023. Accordingly, these businesses are reported as discontinued operations in the financial statements included in this Quarterly Report on Form 10-Q for all periods presented, resulting in changes in the presentation of certain prior period amounts.

International Sales Processes, Dispositions and Use of Proceeds

On February 5, 2025, we sold our 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.

On March 31, 2025, we sold our 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. Also on March 31, 2025, we used a portion of the net proceeds to fully prepay the outstanding CCIBV Term Loan Facility in the principal amount of $375.0 million, along with accrued interest. We expect to prioritize using the remaining net proceeds or cash on hand to retire the most advantageous debt in our capital structure, as permitted under our debt agreements.

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

Debt Repurchase Activity

In April 2025, we repurchased $119.8 million principal amount of our outstanding Senior Notes 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.

Macroeconomic Trends, Uncertainties and Seasonality

As discussed in our 2024 Annual Report on Form 10-K, the U.S. economy continues to be affected by inflation and elevated interest rates, which have impacted our cost structure. In addition, the global trade environment is rapidly evolving. Recent U.S. tariff announcements, retaliatory measures by other countries, and significant uncertainty surrounding trade tensions have increased market volatility and may raise future costs for materials, components and digital displays. Inflationary pressures and economic volatility may also influence consumer behavior and could result in reduced advertising spend.

While we have supply chain risk mitigation strategies in place, including locked-in pricing agreements with key suppliers that limit our short-term exposure to price fluctuations, the long-term effects of shifting global trade policies and U.S. trade relations remain highly uncertain, and there is no assurance that our mitigation strategies will be successful. We are actively monitoring these risks and will adjust our strategies as needed in response to evolving conditions.

Additionally, due to the seasonality of our business, results for this interim period are not necessarily indicative of expected performance for the full year. Historically, our business experiences the weakest revenue and Segment Adjusted EBITDA performance in the first quarter, with the strongest performance typically occurring in the fourth quarter due to seasonal trends in advertising spend.