Clear Channel Outdoor Holdings, Inc.

RESULTS OF OPERATIONS

The following discussion of our results of operations focuses on continuing operations and is presented on both a consolidated and segment basis.

•Our operating segment profit measure is Segment Adjusted EBITDA, which is calculated as revenue less direct operating expenses and selling, general and administrative expenses, excluding restructuring and other costs. Restructuring and other costs are defined as costs associated with cost-saving initiatives such as severance, consulting and termination costs and other special costs.

•Corporate expenses, depreciation and amortization, other operating income and expense, non-operating income and expenses, and income taxes are managed on a total company basis and are therefore only included in our discussion of consolidated results of continuing operations.

•Results of discontinued operations are presented and discussed below separately from results of continuing operations.

Consolidated Results of Continuing Operations

Consolidated Revenue

Consolidated revenue increased by $26.3 million, or 7.0%, for the three months ended June 30, 2025, and by $33.7 million, or 4.8%, for the six months ended June 30, 2025, compared to the same periods in 2024. These increases were primarily driven by the new roadside billboard contract with the Metropolitan Transportation Authority (“MTA”) in the America segment and strong advertising demand in the Airports segment.

Consolidated revenue growth in both periods was attributable to increases in digital revenue. The table below provides additional information on consolidated digital revenue:

Consolidated Direct Operating Expenses

Consolidated direct operating expenses increased by $18.4 million, or 11.0%, for the three months ended June 30, 2025, and by $31.8 million, or 9.9%, for the six months ended June 30, 2025, compared to the same periods in 2024. These increases were primarily driven by higher site lease expense, reflecting the impact of the MTA contract and increased Airports revenue. For the six-month period, the increase in site lease expense also included the impact of lower rent abatements.

The table below provides additional information on certain drivers of consolidated direct operating expenses:

Consolidated Selling, General and Administrative (“SG&A”) Expenses

Consolidated SG&A expenses increased by $1.3 million, or 2.0%, for the three months ended June 30, 2025, and by $5.7 million, or 4.6%, for the six months ended June 30, 2025, compared to the same periods in 2024. These increases were primarily driven by higher employee compensation, reflecting a larger sales headcount. For the six-month period, the increase also reflected higher credit loss expense.

These increases were partially offset by lower restructuring and other costs, as the three and six months ended June 30, 2024 included expenses related to the Company’s decision to reduce the scale of its operations in Singapore. The table below provides additional information on restructuring and other costs included within SG&A expenses:

Corporate Expenses

Corporate expenses decreased by $2.9 million, or 8.6%, for the three months ended June 30, 2025, and by $13.0 million, or 20.4%, for the six months ended June 30, 2025, compared to the same periods in 2024.

The decrease for the three-month period was primarily driven by certain legal costs recorded in the prior year related to property and casualty settlements, as well as lower employee compensation related to insurance benefits and bonuses. Excluding share-based compensation, these cost decreases totaled $4.4 million.

The decrease for the six-month period was primarily attributable to the receipt of $10.1 million in insurance proceeds in the current year, related to the ongoing recovery of certain amounts previously incurred in connection with a resolved legal matter. These proceeds are reflected in “Restructuring and other costs (reversals)” in the table below. The six-month comparison also reflects the absence of certain prior-year legal costs related to property and casualty settlements and lower employee compensation as noted above. Excluding share-based compensation, these cost decreases totaled $6.0 million.

The table below provides additional information on certain drivers of corporate expenses:

(1)Excludes share-based compensation expense (reversal) for employees of discontinued operations.

(2)Percentage changes that are so large as to not be meaningful have been designated as “NM.”

Depreciation and Amortization

Depreciation and amortization increased by $0.8 million, or 2.0%, for the three months ended June 30, 2025, and by $1.8 million, or 2.1%, for the six months ended June 30, 2025, compared to the same periods in 2024. These increases were primarily driven by higher estimated costs for asset retirement obligations, which are capitalized and depreciated over the asset’s useful life.

Other Operating Income, Net

Other operating income, net, was $0.3 million and $0.1 million for the three months ended June 30, 2025 and 2024, respectively, and $6.1 million and $3.4 million for the six months ended June 30, 2025 and 2024, respectively. The year-over-year increase was primarily driven by lower transaction costs related to structural initiatives and financial advisory services. In the three-month period, this benefit was largely offset by lower net gains from the sale or disposal of operating assets. Refer to Note 11 to our Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q for further detail.

Interest Expense, Net

Interest expense, net, decreased by $4.1 million for the three months ended June 30, 2025, and by $6.4 million for the six months ended June 30, 2025, compared to the same periods in 2024. The decreases were primarily driven by the repurchase of a portion of our Senior Notes in the second quarter of 2025 and lower average interest rates on our Term Loan Facility.

Gain (Loss) on Extinguishment of Debt

During the three and six months ended June 30, 2025, we recognized a gain on extinguishment of debt of $28.8 million related to the repurchase of a portion of our Senior Notes in open market transactions at a discount.

During the six months ended June 30, 2024, we recognized a loss on extinguishment of debt of $2.4 million related to the prepayment and amendment of the Term Loan Facility.

Other Income (Expense), Net

Other income (expense), net, is generally driven by equity in earnings of non-consolidated affiliates and totaled $0.7 million and $0.4 million for the three months ended June 30, 2025 and 2024, respectively, and $0.9 million for the six months ended June 30, 2025.

For the six-month period ended June 30, 2024, other expense, net, of $8.4 million was primarily due to $10.0 million of debt modification expense related to the issuance of the 7.875% Senior Secured Notes and the associated prepayment and refinancing of the Term Loan Facility.

Income Tax Benefit (Expense) Attributable to Continuing Operations

The effective tax rates for continuing operations for the three and six months ended June 30, 2025 were 41.7% and (13.2)%, respectively, compared to 18.7% and 5.6% for the three and six months ended June 30, 2024, respectively. The rates were primarily impacted by a valuation allowance recorded against current-period deferred tax assets, primarily related to interest expense carryforwards, due to uncertainty regarding the Company’s ability to realize those assets in future periods.

America Results of Operations

(1)Includes restructuring and other costs that are excluded from Segment Adjusted EBITDA.

America Revenue

America revenue increased by $12.9 million, or 4.4%, for the three months ended June 30, 2025, and by $17.3 million, or 3.2%, for the six months ended June 30, 2025, compared to the same periods in 2024. These increases were primarily driven by the MTA contract and improved performance in the San Francisco/Bay Area market.

By format, growth was driven by digital revenue, reflecting the addition of new digital billboards to our portfolio, including boards operated under the MTA contract, and increased demand. The table below provides additional information on America digital revenue:

By sales channel, the increases were primarily driven by local sales, reflecting continued strength in local advertising demand across various markets. National sales accounted for 33.7% and 35.0% of America revenue for the three months ended June 30, 2025 and 2024, respectively, and 34.0% and 34.8% for the six months ended June 30, 2025 and 2024, respectively. The remainder was derived from local sales.

America Direct Operating Expenses

America direct operating expenses increased by $11.3 million, or 10.4%, for the three months ended June 30, 2025, and by $18.4 million, or 8.6%, for the six months ended June 30, 2025, compared to the same periods in 2024. These increases were primarily driven by higher site lease expense, largely attributable to the MTA contract. The table below provides information on America site lease expense:

America SG&A Expenses

America SG&A expenses increased by $0.8 million, or 1.6%, for the three months ended June 30, 2025, and by $5.5 million, or 5.3%, for the six months ended June 30, 2025, compared to the same periods in 2024. These increases were primarily driven by higher employee compensation, reflecting a larger sales headcount. For the six-month period, the increase also included higher credit loss expense due to a favorable adjustment in the prior-year period.

Airports Results of Operations

(1)Includes restructuring and other costs that are excluded from Segment Adjusted EBITDA.

Airports Revenue

Airports revenue increased by $13.5 million, or 15.6%, for the three months ended June 30, 2025, and by $16.5 million, or 10.1%, for the six months ended June 30, 2025, compared to the same periods in 2024. These increases were driven by strong advertising demand, most notably at the Port Authority of New York and New Jersey, San Francisco and Hartsfield-Jackson Atlanta airports.

Overall, strong growth in digital revenue was partially offset by a decline in print revenue. The table below provides additional information on Airports digital revenue:

National sales accounted for 59.3% and 57.7% of Airports revenue for the three months ended June 30, 2025 and 2024, respectively, and 61.6% and 56.5% for the six months ended June 30, 2025 and 2024, respectively. The remainder was derived from local sales.

Airports Direct Operating Expenses

Airports direct operating expenses increased by $7.4 million, or 12.8%, for the three months ended June 30, 2025, and by $14.4 million, or 13.5%, for the six months ended June 30, 2025, compared to the same periods in 2024. These increases were driven by higher site lease expense, primarily reflecting revenue growth, with the increase for the six-month period also impacted by lower rent abatements.

The table below provides additional information on Airports site lease expense and rent abatements:

Airports SG&A Expenses

Airports SG&A expenses increased by $0.8 million, or 8.9%, for the three months ended June 30, 2025, and by $1.5 million, or 8.3%, for the six months ended June 30, 2025, compared to the same periods in 2024. These increases were primarily driven by higher employee compensation, reflecting a larger sales headcount and pay increases.

Income (Loss) from Discontinued Operations

Income from discontinued operations improved significantly year over year, primarily reflecting cost reductions and, for the year-to-date period, a net gain recognized on international business sales completed in the first quarter of 2025.

For the three months ended June 30, 2025, income from discontinued operations was $4.3 million, reflecting results from our businesses in Spain and Brazil, partially offset by a $7.6 million loss on sold and held-for-sale businesses, primarily driven by a fair value adjustment for the Brazil business.

For the six months ended June 30, 2025, income from discontinued operations was $122.8 million, primarily driven by a $132.0 million net gain, mainly resulting from business sales completed in the first quarter. This period also includes results from our businesses in Spain and Brazil, as well as from our former businesses in Mexico, Peru and Chile, and our former Europe-North segment through their respective sale dates, along with interest expense on the CCIBV Term Loan and a loss on debt extinguishment related to its prepayment.

By comparison, discontinued operations generated losses of $13.2 million and $33.1 million for the three and six months ended June 30, 2024, respectively. These periods reflect the results from our businesses in Spain and Brazil, as well as the businesses sold in 2025. The 2024 periods also included several expenses not incurred in 2025, including depreciation and amortization (which ceased upon held-for-sale classification), impairment charges on certain long-lived assets in Latin America, and higher interest expense and transaction costs related to international sales processes.

Refer to Note 2 to our Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional details.