Clear Channel Outdoor Holdings, Inc.

NOTE 1 –BASIS OF PRESENTATION

Principles of Consolidation

These consolidated financial statements include the accounts of Clear Channel Outdoor Holdings, Inc. (“CCOH”) and its subsidiaries (the “Company”), as well as entities in which the Company has a controlling financial interest or is the primary beneficiary. Noncontrolling interests are reported separately within equity. Intercompany transactions are eliminated in consolidation. All references in this Quarterly Report on Form 10-Q to “we,” “us” and “our” refer to the Company.

Preparation of Interim Financial Statements

These consolidated financial statements and accompanying notes have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) applicable to interim financial reporting and, in the opinion of management, include all normal and recurring adjustments necessary to present fairly the results of the interim periods shown. Due to seasonality and other factors, the results for the interim periods may not be indicative of results for the full year.

Pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), certain information and footnote disclosures required by GAAP for annual financial statements have been condensed or omitted from these interim financial statements. Accordingly, these financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s 2025 Annual Report on Form 10-K (“2025 Form 10-K”), filed with the SEC on February 26, 2026.

Use of Estimates

These consolidated financial statements reflect estimates and assumptions made by management that affect the reported amounts. The Company bases its estimates on historical experience and other assumptions deemed to be reasonable under the circumstances. Actual results may differ from these estimates.

Discontinued Operations

As described in the 2025 Form 10-K, the Company’s business in Spain is classified as a discontinued operation, and it remains held for sale as of March 31, 2026. The Company’s former Europe-North segment and Latin American businesses, which were sold in 2025, are also presented as discontinued operations for the prior year period.

In accordance with GAAP, assets and liabilities of discontinued operations are presented separately in the Consolidated Balance Sheets, and results of discontinued operations are reported as a separate component of consolidated net income (loss) in the Consolidated Statements of Income (Loss) for all periods presented. Cash flows related to discontinued operations are included within the Consolidated Statements of Cash Flows and are not separately presented. Refer to Note 2 for additional information on discontinued operations. All other notes to these consolidated financial statements present the results of continuing operations.

Pending Take-Private Merger

On February 9, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Madison Parent Inc., a Delaware corporation (“Parent”), and Madison Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, the Company is to be acquired by an investor consortium comprised of affiliates and/or certain investment funds advised by Mubadala Capital, in partnership with TWG Global. Under the terms of the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of Parent.

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of the Company’s common stock that is issued and outstanding as of immediately prior to the Effective Time (other than shares held by the Company as treasury stock, owned by Parent or any wholly owned subsidiary of the Company or Parent, including Merger Sub, or as to which appraisal rights have been properly exercised in accordance with Delaware law) will be automatically canceled, extinguished and converted into the right to receive cash in an amount equal to $2.43, without interest. Upon consummation of the Merger, the Company will become a privately held company, and its common stock will no longer be listed for trading on any public market.

The Merger is expected to close by the end of the third quarter of 2026, subject to the satisfaction of customary closing conditions, including receipt of required stockholder and regulatory approvals, such as review by the Committee on Foreign Investment in the United States. The applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired on April 9, 2026.

On April 13, 2026, the Company filed a definitive proxy statement with the SEC in connection with the Merger, and a special meeting of stockholders is scheduled to be held on May 12, 2026 (subject to adjournment or postponement) to consider and vote on the adoption of the Merger Agreement.

Under the terms of the Merger Agreement, if the agreement is terminated under certain specified circumstances, including in connection with the Company entering into a definitive agreement relating to an alternative business combination transaction that constitutes a superior proposal (as defined in the Merger Agreement), the Company may be required to pay Parent a termination fee of $39.8 million. In addition, Parent may be required to pay the Company a termination fee of $92.9 million if the Merger Agreement is terminated under certain other circumstances.

In connection with the Merger, in April 2026, the Company completed consent solicitations with respect to its outstanding senior secured notes (the “Senior Secured Notes”), Term Loan Facility and Revolving Credit Facility, and entered into amendments to the related debt documents. These amendments are effective but will become operative only upon consummation of the Merger. Refer to Note 5 for additional information.

New Accounting Pronouncements Recently Adopted

Effective January 1, 2026, the Company adopted Accounting Standards Update 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for estimating expected credit losses on current accounts receivable and contract assets. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements or disclosures.

NOTE 2 –DISPOSITIONS AND DISCONTINUED OPERATIONS

Dispositions

As described in the 2025 Form 10-K, the Company sold its former Europe-North segment and Latin American businesses in 2025. During the three months ended March 31, 2026, the Company paid $3.9 million of transaction-related costs and final post-closing adjustments primarily associated with the Company’s Latin American business dispositions, which reduced net cash proceeds from those transactions. These payments are reflected within “Sales of businesses and/or assets, net of direct costs to sell and cash sold” in investing activities in the Consolidated Statements of Cash Flows.

In 2025, the Company also entered into a definitive agreement to sell its business in Spain for an aggregate purchase price of €115 million, subject to certain customary adjustments. The business remains classified as held for sale as of March 31, 2026, and the transaction is expected to close in the second quarter of 2026, upon satisfaction of required regulatory approvals.

Assets and Liabilities of Discontinued Operations

As of March 31, 2026 and December 31, 2025, assets and liabilities of discontinued operations relate solely to the Company’s business in Spain, which remains classified as held for sale. The related assets and liabilities are presented as current in the Consolidated Balance Sheets.

The following table presents the carrying amounts of the major classes of assets and liabilities of discontinued operations:

Letters of Credit and Guarantees

As of March 31, 2026, the Company had an outstanding letter of credit of $7.0 million and bank guarantees of $9.1 million, both related to its business in Spain, which were supported by $0.7 million in cash collateral.

Income from Discontinued Operations

The following table presents the major components of income from discontinued operations:

(1)Discontinued operations for the three months ended March 31, 2026 include results from the Company’s business in Spain.

(2)Discontinued operations for the three months ended March 31, 2025 include results from the Company’s business in Spain, its former Europe-North segment (sold on March 31, 2025), its former business in Brazil (sold on October 1, 2025), and its former businesses in Mexico, Peru and Chile through their date of sale (February 5, 2025).

(3)Interest expense (income), net, for the three months ended March 31, 2025 primarily relates to the term loans of Clear Channel International B.V. (“CCIBV”), an indirect wholly owned subsidiary of the Company. These term loans (the “CCIBV Term Loan Facility”) were fully prepaid on March 31, 2025 in connection with the sale of the Europe-North segment.

(4)Other expense, net, for the three months ended March 31, 2026 primarily consists of transaction costs related to the Spain sales process. Other expense, net, for the three months ended March 31, 2025 includes a $5.4 million loss on debt extinguishment related to the prepayment of the CCIBV Term Loan Facility, with the remaining expense primarily driven by foreign currency losses on intercompany notes.

(5)For the three months ended March 31, 2026, the Company recognized a gain of $0.5 million related to final purchase price adjustments for its former business in Brazil. For the three months ended March 31, 2025, the Company recognized gains of $70.7 million from the sale of its former businesses in Mexico, Peru and Chile, $66.5 million from the sale of its former Europe-North segment businesses, and $2.5 million related to its former business in Brazil.

Capital Expenditures of Discontinued Operations

The following table presents capital expenditures for discontinued operations:

(1)In addition to capital expenditures paid during the reported periods, the Company had accrued but unpaid capital expenditures for discontinued operations of $1.4 million and $1.6 million as of March 31, 2026 and 2025, respectively.

NOTE 3 –SEGMENT DATA

The Company operatestwo reportable segments, which reflect how the Company is managed: America and Airports, with remaining operations in Singapore reported as “Other.” The America segment offers out-of-home advertising primarily on roadside billboards and street furniture in markets across the U.S., while the Airports segment offers out-of-home advertising at airports in the U.S. and the Caribbean.

Segment Adjusted EBITDA is the profitability metric reported to the Company’s chief operating decision maker (“CODM”). It is calculated as revenue less direct operating expenses and selling, general and administrative expenses, excluding restructuring and other costs. Restructuring and other costs include costs associated with cost-saving initiatives such as severance, consulting and termination costs and other special costs.

The following table presents revenue, significant expenses, Segment Adjusted EBITDA and capital expenditures for each reportable segment for the three months ended March 31, 2026 and 2025. Segment information for total assets is not presented as this information is not used by the CODM to measure segment performance or allocate resources between segments.

(1)Site lease expense includes rent for both lease and non-lease contracts and consists of payments for land or space used by the Company’s advertising displays, including minimum guaranteed payments and revenue-sharing arrangements.

(2)Employee compensation costs include employee salaries and wages, sales commissions and guarantees, bonuses, employee benefits and payroll taxes. The costs presented in this table exclude restructuring and other costs, such as severance, which are not included in the calculation of Segment Adjusted EBITDA.

(3)Other segment expenses consist of expenses within “Direct operating expenses” and “Selling, general and administrative expenses” on the Consolidated Statements of Income (Loss), excluding site lease expense, employee compensation costs, and restructuring and other costs (as previously defined). Specifically, other segment expenses include production, installation and maintenance costs related to the printing, transporting, posting and maintaining of advertising copy; costs to operate out-of-home displays, including electricity, repair and maintenance costs; and other general operating expenses, such as marketing, facilities and information technology costs.

The following table reconciles certain of the reportable segment measures disclosed in the above table to the Company’s consolidated measures for its continuing operations:

(1)Corporate expenses primarily consist of infrastructure and support costs related to information technology, human resources, legal (including estimated costs for legal liabilities), finance, business services and administrative functions, as well as overall executive and support functions. Share-based compensation expense and certain restructuring and other costs are also included in corporate expenses.

(2)Restructuring and other costs presented in this table exclude those costs related to corporate functions, which are included within the “Corporate expenses” line item.

(3)In addition to capital expenditures paid during the reported periods, the Company had accrued but unpaid capital expenditures for continuing operations of $6.2 million and $3.4 million as of March 31, 2026 and 2025, respectively.

NOTE 4 –REVENUE

The Company generates revenue primarily from the sale of advertising on printed and digital out-of-home displays, with substantially all revenue from continuing operations generated in the U.S. Certain revenue transactions qualify as leases for accounting purposes, as they grant customers the right to control the use of the Company’s advertising displays for a specified period. Transactions that meet the definition of a lease are accounted for under Accounting Standards Codification (“ASC”) 842, while the remaining revenue transactions are accounted for as revenue from contracts with customers under ASC 606. The timing and pattern of revenue recognition are substantively the same under both standards.

The following table presents revenue from contracts with customers, revenue from leases and total revenue from continuing operations for the three months ended March 31, 2026 and 2025:

(1)The year-over-year change in the mix of revenue from contracts with customers and leases is primarily due to changes in contract terms affecting whether arrangements provide customers the right to control the use of the Company’s advertising displays, resulting in more arrangements being accounted for under ASC 606 rather than ASC 842.

Refer to Note 3 for disaggregation of revenue by reportable segment, which reflects how the Company generates revenue across its businesses and evaluates operating performance.

The Company does not disclose the value of unsatisfied performance obligations as the majority of its contracts with customers have original expected durations of one year or less. For contracts with an original expected duration of more than one year, the amount to be invoiced corresponds directly to the value that will be received by the customer under the contract.

NOTE 5 –LONG-TERM DEBT

Long-term debt outstanding as of March 31, 2026 and December 31, 2025 consisted of the following:

The aggregate market value of the Company’s debt, based on quoted market prices, was approximately $5.3 billion as of March 31, 2026 and December 31, 2025. Under the fair value hierarchy established by ASC 820-10-35, these inputs are classified as Level 1.

As of March 31, 2026, the Company was in compliance with all covenants contained in its debt agreements.

Letters of Credit, Surety Bonds and Guarantees

The Company has letters of credit, surety bonds and bank guarantees related to various operational matters, including insurance, bid, concession and performance bonds.

As of March 31, 2026, the Company had $88.5 million of letters of credit outstanding under its Receivables-Based Credit Facility, resulting in $111.5 million of excess availability, and a $7.0 million of letter of credit outstanding under its Revolving Credit Facility, resulting in $93.0 million of remaining excess availability. Additionally, as of March 31, 2026, the Company had $44.5 million of surety bonds and $10.9 million of bank guarantees outstanding, a portion of which was supported by $2.6 million of cash collateral. A portion of these letters of credit and guarantees related to discontinued operations that were held for sale as of March 31, 2026. Refer to Note 2 for additional information.

Subsequent Event

In April 2026, the Company solicited consents from holders of its Senior Secured Notes and from the lenders under the credit agreement governing its Term Loan Facility and Revolving Credit Facility (the “Senior Secured Credit Agreement”) to approve certain amendments to the documents governing such indebtedness. Following receipt of the requisite consents, the Company entered into supplemental indentures with respect to the Senior Secured Notes and an amendment to the Senior Secured Credit Agreement to provide that the Merger will not constitute a change of control under such documents and to add or amend certain related defined terms. These supplemental indentures and the amendment are effective but will become operative only upon consummation of the Merger and will cease to be effective if the Merger is not completed.

NOTE 6 –COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company and its subsidiaries are involved in certain legal proceedings arising in the ordinary course of business. As required, the Company has accrued estimates for the probable costs of resolving those claims for which loss is deemed probable and the amount can be reasonably estimated. These estimates are developed in consultation with the Company’s counsel and are based on an analysis of potential outcomes, considering a combination of litigation and settlement strategies. It is possible, however, that results of operations for any particular period could be materially affected by changes in the Company’s assumptions or the effectiveness of its strategies related to these proceedings. Due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding will not have a material adverse effect on the Company’s financial condition or results of operations.

Although the Company is involved in a variety of legal proceedings in the ordinary course of business, its litigation generally arises in the following contexts: commercial disputes, employment and benefits-related claims, land use and zoning disputes, governmental fines, intellectual property claims, personal injury claims and tax disputes.

NOTE 7 –INCOME TAXES

Income Tax Benefit (Expense) Attributable to Continuing Operations

The Company’s income tax benefit (expense) attributable to continuing operations for the three months ended March 31, 2026 and 2025 consisted of the following:

The effective tax rates for continuing operations for the three months ended March 31, 2026 and 2025 were 15.1% and (2.2)%, respectively. The effective tax rates were primarily driven by changes in the valuation allowance on deferred tax assets related to interest expense carryforwards.

NOTE 8 –PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

NOTE 9 –INTANGIBLE ASSETS AND GOODWILL

Intangible Assets

The following table presents the gross carrying amount and accumulated amortization for each major class of intangible assets as of March 31, 2026 and December 31, 2025:

Goodwill

The following table presents the goodwill balance by segment as of March 31, 2026. There were no changes during the three months ended March 31, 2026.

(1)The goodwill balance for the America segment is net of cumulative impairments totaling $2.6 billion.

NOTE 10 –STOCKHOLDERS’ DEFICIT

Share-Based Compensation

Share-based compensation expense for continuing operations, which is included in “Corporate expenses” on the Consolidated Statements of Income (Loss), was $5.8 million and $5.4 million for the three months ended March 31, 2026 and 2025, respectively.

Computation of Net Income (Loss) per Share

The following table presents the computation of net income (loss) per share for the three months ended March 31, 2026 and 2025:

(1)Outstanding equity awards equivalent to 45.1 million and 27.4 million shares for the three months ended March 31, 2026 and 2025, respectively, were excluded from the computation of diluted earnings per share as their inclusion would have been anti-dilutive.

NOTE 11 —OTHER INFORMATION

Reconciliation of Cash, Cash Equivalents and Restricted Cash

The following table reconciles cash and cash equivalents reported in the Consolidated Balance Sheets to total cash, cash equivalents and restricted cash reported in the Consolidated Statements of Cash Flows:

Accounts Receivable

The following table presents the components of accounts receivable, net, as reported in the Consolidated Balance Sheets:

Credit loss expense for continuing operations, included in “Selling, general and administrative expenses” on the Consolidated Statements of Income (Loss), was $2.6 million and $0.7 million for the three months ended March 31, 2026 and 2025, respectively.

Accrued Expenses

The following table presents the components of accrued expenses as reported in the Consolidated Balance Sheets:

Other Operating Expense (Income), Net

Other operating expense, net, of $15.3 million for the three months ended March 31, 2026 primarily reflects $15.8 million of transaction costs, including costs related to the Merger, partially offset by $0.6 million of net gains from the sale or disposal of operating assets.

Other operating income, net, of $5.8 million for the three months ended March 31, 2025 primarily reflects $6.6 million of net gains from the sale or disposal of operating assets, partially offset by $0.6 million of transaction costs associated with structural initiatives and financial advisory services, as well as other miscellaneous costs.