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 and Dispositions

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.

On May 6, 2025, we entered into a definitive agreement to sell our business in Brazil to Publibanca Brasil S.A., an affiliate of Eletromidia S.A., for a purchase price of approximately $14.7 million based on the prevailing exchange rate as of June 30, 2025, subject to certain customary adjustments. The transaction is expected to close later in 2025, pending regulatory approval and the satisfaction of other customary closing conditions.

The sales process for our remaining discontinued operations in Spain is ongoing. While there can be no assurance that a transaction will be completed, we expect the sale to occur within the next year, subject to regulatory approval and the satisfaction of other applicable closing conditions.

Debt Activity

In the first half of 2025, we used net proceeds from business sales and cash on hand to reduce our outstanding debt by approximately $605 million, improving our capital structure and enhancing liquidity. These actions included:

•On March 31, 2025, we fully prepaid the $375.0 million CCIBV Term Loan Facility, along with accrued interest.

•In the second quarter of 2025, we repurchased $229.7 million aggregate principal amount of Senior Notes for a total cash payment of $203.4 million, including accrued interest and related fees.

On June 12, 2025, we amended our Receivables-Based Credit Agreement and Senior Secured Credit Agreement to, among other things, extend the maturity dates of the related credit facilities to June 2030 and adjust the respective revolving credit commitments.

On August 4, 2025, we closed a private offering of $2.05 billion aggregate principal amount of senior secured notes, consisting of $1.15 billion aggregate principal amount of 7.125% Senior Secured Notes due 2031 and $0.9 billion aggregate principal amount of 7.500% Senior Secured Notes due 2033. We used the net proceeds from the offering, together with cash on hand, to fund the redemption of $2.0 billion of our existing senior secured notes, including our 5.125% Senior Secured Notes due 2027 and 9.000% Senior Secured Notes due 2028. This transaction further extended our debt maturity profile and supports our long-term financial flexibility.

For additional details, refer to Note 5 to our Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q.

Macroeconomic Trends, Uncertainties and Seasonality

The U.S. economy continues to face pressure from persistent inflation and elevated interest rates, both of which affect our cost structure. While inflation has moderated in recent months, it remains above the Federal Reserve’s target, and interest rates continue to influence our borrowing costs.

Global trade policy remains highly uncertain. Since the beginning of 2025, the U.S. has expanded its use of tariffs, including higher tariffs on goods from China and the European Union, as well as on imports of steel, aluminum and certain technology products. The global trade environment continues to evolve, with several major tariffs recently maintained or expanded and additional tariffs proposed as negotiations continue. Although we have not experienced material impacts to date, these developments have resulted in certain isolated cost increases and may continue to affect the cost of materials, components and digital display infrastructure used in our business. We maintain mitigation strategies, including locked-in pricing agreements with key suppliers, to limit near-term exposure to price fluctuations. However, the long-term effects of evolving trade policies and economic conditions remain uncertain, and our strategies may not be successful or fully offset these risks. We continue to monitor these developments and may adjust procurement, pricing and supply chain strategies as needed.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was enacted, introducing revisions to the Internal Revenue Code, including modifications to bonus depreciation and interest expense limitations, among other provisions. Because the legislation was enacted after June 30, 2025, no related adjustments were reflected in our second quarter results. We are currently evaluating the impact of the OBBB and will recognize the effects of applicable provisions in the third quarter of 2025. Given its recent enactment and scope, the broader implications of the OBBB on the U.S. economy and on our business remain uncertain.

Although inflation and broader economic uncertainty can influence consumer behavior and advertiser spending, demand has remained resilient, particularly across our digital out-of-home platforms. Due to the seasonality of our business, however, interim results are not necessarily indicative of full-year performance. Historically, revenue and Segment Adjusted EBITDA are lowest in the first quarter and strongest in the fourth quarter, in line with seasonal advertising trends.