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 a 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 a purchase price of $625.0 million, subject to certain customary adjustments.

On September 7, 2025, we entered into a definitive agreement to sell our business in Spain to Atresmedia Corporación de Medios de Comunicación, S.A. for a purchase price of approximately $134.9 million, based on the prevailing exchange rate as of September 30, 2025, subject to certain customary adjustments. The transaction is expected to close by early 2026, upon satisfaction of regulatory approval. We intend to use the anticipated net proceeds from the sale, after payment of transaction-related fees and expenses, to further reduce our outstanding debt.

On October 1, 2025, we sold our business in Brazil to Publibanca Brasil S.A., an affiliate of Eletromidia S.A., for a purchase price of approximately $15.0 million, subject to certain customary adjustments. We intend to use the net proceeds from the sale, after payment of transaction-related fees and expenses, to improve liquidity and increase financial flexibility as permitted under our debt agreements.

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

Debt Activity

In 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. 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 of our 7.750% and 7.500% Senior Notes for a total cash payment of $203.4 million, including accrued interest and related fees.

In 2025, we also took actions to extend our debt maturity profile, enhancing liquidity. These included:

•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 refinanced $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, with the issuance of $1.15 billion of 7.125% Senior Secured Notes due 2031 and $0.9 billion of 7.500% Senior Secured Notes due 2033.

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

Inflation has continued to moderate from previous levels but remains above the U.S. Federal Reserve’s target. Interest rates also declined modestly following the Federal Reserve’s 25-basis-point reductions to the federal funds rate in each of September and October 2025; however, borrowing costs remain elevated relative to recent historical averages. Inflation and higher interest rates have created cost pressures in certain areas of our operations in the past and may further influence operating expenses and borrowing costs in the future.

Additionally, 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 tariff policies maintained and/or expanded and additional measures announced or under review as negotiations continue. Although we have not experienced material impacts to date, these developments have resulted in isolated cost pressures, primarily related to certain materials and components, and we continue to monitor potential future impacts. We maintain mitigation strategies, such as 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.

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.