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 $30.4 million, or 8.1%, for the three months ended September 30, 2025, and by $64.1 million, or 5.9%, for the nine months ended September 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”) and, to a lesser extent, improved performance in the San Francisco/Bay Area market within the America segment, as well as strong advertising demand in the Airports segment.

Revenue growth in both periods was primarily attributable to higher digital revenue. The table below provides additional information on consolidated digital revenue.

Consolidated Direct Operating Expenses

Consolidated direct operating expenses increased by $17.3 million, or 10.4%, for the three months ended September 30, 2025, and by $49.2 million, or 10.0%, for the nine months ended September 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 in the America segment and revenue growth in the Airports segment. For the nine-month period, the increase also reflected 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 $2.7 million, or 4.3%, for the three months ended September 30, 2025, and by $8.4 million, or 4.5%, for the nine months ended September 30, 2025, compared to the same periods in 2024. These increases were primarily driven by higher employee compensation, reflecting additional sales headcount and higher incentive-based pay across segments.

These increases were partially offset by lower restructuring and other costs, as the prior-year periods 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 $1.0 million, or 3.3%, for the three months ended September 30, 2025, compared to the same period in 2024, primarily due to certain legal costs recorded in the prior year related to property and casualty settlements.

Corporate expenses decreased by $14.0 million, or 14.7%, for the nine months ended September 30, 2025, compared to the same period in 2024, 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 year-to-date decrease also reflects the absence of certain prior-year legal costs related to property and casualty settlements, as well as lower employee compensation, largely related to insurance benefits. Excluding share-based compensation, these cost decreases totaled $7.5 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 decreased by $2.3 million, or 5.1%, for the three months ended September 30, 2025, and by $0.6 million, or 0.4%, for the nine months ended September 30, 2025, compared to the same periods in 2024. The decrease for the three-month period primarily resulted from lower estimated asset retirement obligation costs.

Other Operating Expense (Income), Net

Other operating expense, net, was $0.1 million and $0.3 million for the three months ended September 30, 2025 and 2024, respectively, and other operating income, net, was $6.0 million and $3.0 million for the nine months ended September 30, 2025 and 2024, respectively.

The changes primarily reflect lower transaction costs related to structural initiatives and financial advisory services. Refer to Note 11 to our Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information.

Interest Expense, Net

Interest expense, net, increased by $1.4 million for the three months ended September 30, 2025, compared to the same period in 2024, primarily due to the August 2025 senior secured notes refinancing.

For the nine months ended September 30, 2025, interest expense, net, decreased by $5.0 million compared to the same period in 2024, primarily due to the repurchase of a portion of our 7.750% and 7.500% Senior Notes in the second quarter of 2025 and lower average interest rates on our Term Loan Facility. These decreases were partially offset by higher interest expense associated with the August 2025 senior secured notes refinancing.

Loss on Extinguishment of Debt, Net

During the three months ended September 30, 2025, we recognized a loss on extinguishment of debt of $43.8 million related to the August 2025 senior secured notes refinancing transactions. For the nine months ended September 30, 2025, this loss was partially offset by a $28.8 million gain on extinguishment of debt recognized in the second quarter of 2025 related to the repurchase of a portion of our 7.750% and 7.500% Senior Notes in open market transactions at a discount.

We did not extinguish any debt during the three months ended September 30, 2024. During the nine months ended September 30, 2024, we recognized a $2.4 million loss on extinguishment of debt related to the prepayment and amendment of the Term Loan Facility.

Other Income (Expense), Net

Other income (expense), net, was income of $0.1 million and expense of $0.8 million for the three months ended September 30, 2025 and 2024, respectively, and income of $1.0 million for the nine months ended September 30, 2025.

For the nine months ended September 30, 2024, other expense, net, was $9.2 million, 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 Attributable to Continuing Operations

The effective tax rates for continuing operations for the three and nine months ended September 30, 2025 were 22.5% and 8.1%, respectively, compared to 16.8% and 8.5% for the three and nine months ended September 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 our ability to realize those assets in future periods.

In the third quarter of 2025, we recognized the effects of the applicable provisions of the One Big Beautiful Bill Act (“OBBB”). The impacts were favorable but not material to our current period consolidated financial statements. Certain provisions of the OBBB are expected to reduce federal current tax expense 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 $17.1 million, or 5.9%, for the three months ended September 30, 2025, and by $34.5 million, or 4.1%, for the nine months ended September 30, 2025, compared to the same periods in 2024. These increases were primarily driven by the MTA contract and, to a lesser extent, improved performance in the San Francisco/Bay Area market.

Revenue growth by format was driven by both print and digital billboards, reflecting the addition of new boards to our portfolio, including those operated under the MTA contract, as well as higher advertiser demand. Digital revenue growth also benefited from increased programmatic sales. The table below provides additional information on America digital revenue.

Revenue growth by sales channel was primarily driven by local sales, reflecting sustained strength in local advertising demand across various markets, with national sales also contributing. National sales accounted for 36.5% and 36.3% of America revenue for the three months ended September 30, 2025 and 2024, respectively, and 34.9% and 35.3% for the nine months ended September 30, 2025 and 2024, respectively, with the remainder derived from local sales.

America Direct Operating Expenses

America direct operating expenses increased by $10.6 million, or 9.6%, for the three months ended September 30, 2025, and by $29.0 million, or 8.9%, for the nine months ended September 30, 2025, compared to the same periods in 2024. These increases were primarily driven by higher site lease expense, mainly attributable to the MTA contract and, to a lesser extent, the absence of a favorable adjustment to lessor property taxes recognized in the prior-year period. The table below provides information on America site lease expense.

America SG&A Expenses

America SG&A expenses increased by $1.4 million, or 2.5%, for the three months ended September 30, 2025, and by $6.8 million, or 4.3%, for the nine months ended September 30, 2025, compared to the same periods in 2024. The increases were primarily driven by higher employee compensation, reflecting additional sales headcount and higher incentive-based pay.

For the three-month period, higher employee compensation was partially offset by lower payment processing fees. For the nine-month period, the increase also reflected higher credit loss expense, primarily due to a favorable adjustment recognized 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 $13.3 million, or 16.1%, for the three months ended September 30, 2025, and by $29.8 million, or 12.1%, for the nine months ended September 30, 2025, compared to the same periods in 2024. These increases were driven by strong advertising demand, with the most significant year-over-year growth at San Francisco International Airport, the Port Authority of New York and New Jersey, and other major hub airports.

Revenue growth by format was driven by higher digital revenue, partially offset by lower print revenue. The table below provides additional information on Airports digital revenue.

Revenue growth by sales channel was primarily driven by national sales, which accounted for 63.8% and 58.6% of Airports revenue for the three months ended September 30, 2025 and 2024, respectively, and 62.4% and 57.2% for the nine months ended September 30, 2025 and 2024, respectively. The remainder was derived from local sales.

Airports Direct Operating Expenses

Airports direct operating expenses increased by $6.7 million, or 11.8%, for the three months ended September 30, 2025, and by $21.1 million, or 12.9%, for the nine months ended September 30, 2025, compared to the same periods in 2024. The increases were primarily driven by higher site lease expense, reflecting revenue growth, with the nine-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 $1.7 million, or 18.3%, for the three months ended September 30, 2025, and by $3.2 million, or 11.7%, for the nine months ended September 30, 2025, compared to the same periods in 2024. The increases were primarily driven by higher employee compensation, reflecting additional sales headcount and higher incentive-based pay.

Income (Loss) from Discontinued Operations

For the three months ended September 30, 2025, loss from discontinued operations was $9.3 million, reflecting a $4.2 million net loss on sold and held-for-sale businesses, primarily due to a fair value adjustment for the Brazil business. This period also includes operating results from our business in Spain and former business in Brazil, as well as transaction costs related to international sales processes.

For the nine months ended September 30, 2025, income from discontinued operations was $113.6 million, primarily driven by a $127.8 million net gain on sold and held-for-sale businesses, mainly resulting from the international sales completed in the first quarter. This period also includes operating results from our business in Spain, our former businesses in Brazil, Mexico, Peru and Chile, and our former Europe-North segment through their respective sale dates, offset by interest expense, a loss on debt extinguishment related to the CCIBV Term Loan Facility, and transaction costs related to international sales processes.

By comparison, discontinued operations generated losses of $3.5 million and $36.6 million for the three and nine months ended September 30, 2024, respectively. These prior-year periods included operating results from our business in Spain and the businesses sold in 2025, and also reflected expenses not incurred in 2025, such as depreciation and amortization (which ceased upon held-for-sale classification) and impairment charges on certain long-lived assets in Latin America, as well as 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.