UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, ~~2020~~2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number

001-32663

CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware		88-0318078
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4830 North Loop 1604 West,	Suite 111
San Antonio,	Texas	78249
(Address of principal executive offices)		(Zip Code)

(210)		547-8800
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Exchange on Which Registered
Common Stock, $0.01 par value per share	CCO	New York Stock Exchange
Preferred Stock Purchase Rights		New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒☐ Accelerated filer ☐☒ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.


Class			Outstanding at November 4, ~~2020~~2021
- - - - - - - - - - - - - - - - - - - - - - - - - -			- - - - - - - - - - - - - - - - - - - - - - - - - -
Common Stock, $0.01 par value per share			~~467,275,942~~470,703,669

CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

TABLE OF CONTENTS


		Page Number

PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements	2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2122
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3937
Item 4.	Controls and Procedures	3938

PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	4039
Item 1A.	Risk Factors	4039
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4239
Item 3.	Defaults Upon Senior Securities	4240
Item 4.	Mine Safety Disclosures	4240
Item 5.	Other Information	4240
Item 6.	Exhibits	4240

Signatures		4340

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


(In thousands, except share and per share data)	(In thousands, except share and per share data)	September 30, 2020		December 31, 2019		(In thousands, except share and per share data)	September 30, 2021		December 31, 2020
		(Unaudited)					(Unaudited)
CURRENT ASSETS	CURRENT ASSETS					CURRENT ASSETS
Cash and cash equivalents	Cash and cash equivalents	$	844,980	$	398,858	Cash and cash equivalents	$	599,999	$	785,308
Accounts receivable		457,189		733,471
Less: Allowance for credit losses		(27,234)		(23,786)

Accounts receivable, net	Accounts receivable, net	429,955		709,685		Accounts receivable, net	537,258		468,329
Prepaid expenses	Prepaid expenses	52,009		60,593		Prepaid expenses	53,550		49,509
Other current assets	Other current assets	28,002		32,755		Other current assets	29,569		31,614

Total Current Assets	Total Current Assets	1,354,946		1,201,891		Total Current Assets	1,220,376		1,334,760
PROPERTY, PLANT AND EQUIPMENT	PROPERTY, PLANT AND EQUIPMENT					PROPERTY, PLANT AND EQUIPMENT
Structures, net	Structures, net	693,809		953,545		Structures, net	597,051		688,947
Other property, plant and equipment, net	Other property, plant and equipment, net	204,194		257,609		Other property, plant and equipment, net	187,284		199,877
INTANGIBLE ASSETS AND GOODWILL	INTANGIBLE ASSETS AND GOODWILL					INTANGIBLE ASSETS AND GOODWILL
Indefinite-lived permits	Indefinite-lived permits	826,528		965,863		Indefinite-lived permits	707,967		826,528
Other intangible assets, net	Other intangible assets, net	297,724		326,665		Other intangible assets, net	280,273		292,751
Goodwill	Goodwill	699,873		704,158		Goodwill	699,910		709,637
OTHER ASSETS	OTHER ASSETS					OTHER ASSETS
Operating lease right-of-use assets	Operating lease right-of-use assets	1,652,722		1,885,482		Operating lease right-of-use assets	1,603,965		1,632,664
Other assets	Other assets	71,720		98,075		Other assets	68,512		70,109
Total Assets	Total Assets	$	5,801,516	$	6,393,288	Total Assets	$	5,365,338	$	5,755,273
CURRENT LIABILITIES	CURRENT LIABILITIES					CURRENT LIABILITIES
Accounts payable	Accounts payable	$	107,801	$	94,588	Accounts payable	$	99,236	$	101,159
Accrued expenses	Accrued expenses	441,711		503,939		Accrued expenses	456,035		444,492
Current operating lease liabilities	Current operating lease liabilities	349,122		387,882		Current operating lease liabilities	329,819		343,793
Accrued interest						Accrued interest	108,886		115,053
Deferred revenue	Deferred revenue	83,421		84,035		Deferred revenue	94,438		64,313
Accrued interest		48,947		89,786
Current portion of long-term debt	Current portion of long-term debt	21,474		20,294		Current portion of long-term debt	21,160		21,396

Total Current Liabilities	Total Current Liabilities	1,052,476		1,180,524		Total Current Liabilities	1,109,574		1,090,206
NON-CURRENT LIABILITIES	NON-CURRENT LIABILITIES					NON-CURRENT LIABILITIES
Long-term debt	Long-term debt	5,573,914		5,063,724		Long-term debt	5,716,742		5,550,890
Mandatorily-redeemable preferred stock		0		44,912
Non-current operating lease liabilities	Non-current operating lease liabilities	1,354,222		1,559,743		Non-current operating lease liabilities	1,316,338		1,341,759
Deferred tax liability		382,233		416,066
Deferred tax liabilities, net						Deferred tax liabilities, net	326,326		356,269
Other long-term liabilities	Other long-term liabilities	177,517		183,025		Other long-term liabilities	184,182		198,751
Total Liabilities	Total Liabilities	8,540,362		8,447,994		Total Liabilities	8,653,162		8,537,875

Commitments and Contingencies (Note 5)	Commitments and Contingencies (Note 5)					Commitments and Contingencies (Note 5)	0		0

STOCKHOLDERS’ DEFICIT	STOCKHOLDERS’ DEFICIT					STOCKHOLDERS’ DEFICIT
Noncontrolling interest	Noncontrolling interest	11,436		152,814		Noncontrolling interest	9,693		10,855
Common stock, par value $0.01 per share: 2,350,000,000 shares authorized; 468,539,961 shares issued as of September 30, 2020; 466,744,939 shares issued as of December 31, 2019		4,685		4,667
Common stock, par value $0.01 per share: 2,350,000,000 shares authorized (474,279,094 shares issued as of September 30, 2021; 468,703,164 shares issued as of December 31, 2020)						Common stock, par value $0.01 per share: 2,350,000,000 shares authorized (474,279,094 shares issued as of September 30, 2021; 468,703,164 shares issued as of December 31, 2020)	4,743		4,687
Additional paid-in capital	Additional paid-in capital	3,498,935		3,489,593		Additional paid-in capital	3,517,302		3,502,991
Accumulated deficit	Accumulated deficit	(5,907,417)		(5,349,611)		Accumulated deficit	(6,437,298)		(5,939,534)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(343,480)		(349,552)		Accumulated other comprehensive loss	(374,607)		(358,520)
Treasury stock (1,314,263 shares held as of September 30, 2020; 504,650 shares held as of December 31, 2019)		(3,005)		(2,617)
Treasury stock (3,613,482 shares held as of September 30, 2021; 1,360,252 shares held as of December 31, 2020)						Treasury stock (3,613,482 shares held as of September 30, 2021; 1,360,252 shares held as of December 31, 2020)	(7,657)		(3,081)
Total Stockholders' Deficit	Total Stockholders' Deficit	(2,738,846)		(2,054,706)		Total Stockholders' Deficit	(3,287,824)		(2,782,602)
Total Liabilities and Stockholders' Deficit	Total Liabilities and Stockholders' Deficit	$	5,801,516	$	6,393,288	Total Liabilities and Stockholders' Deficit	$	5,365,338	$	5,755,273

See Condensed Notes to Consolidated Financial Statements

Table of Contents

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE~~ LOSS

(UNAUDITED)


(In thousands, except per share data)	(In thousands, except per share data)	Three Months Ended				Nine Months Ended				(In thousands, except per share data)	Three Months Ended				Nine Months Ended
		September 30,				September 30,					September 30,				September 30,
		2020		2019		2020		2019			2021		2020		2021		2020
Revenue	Revenue	$	447,505	$	653,447	$	1,313,220	$	1,938,578	Revenue	$	596,416	$	447,505	$	1,498,406	$	1,313,220
Operating expenses:	Operating expenses:									Operating expenses:
Direct operating expenses (excludes depreciation and amortization)	Direct operating expenses (excludes depreciation and amortization)	290,610		358,156		895,432		1,069,012		Direct operating expenses (excludes depreciation and amortization)	324,707		290,610		914,221		895,432
Selling, general and administrative expenses (excludes depreciation and amortization)	Selling, general and administrative expenses (excludes depreciation and amortization)	106,871		129,162		330,263		386,849		Selling, general and administrative expenses (excludes depreciation and amortization)	118,158		106,871		328,593		330,263
Corporate expenses (excludes depreciation and amortization)	Corporate expenses (excludes depreciation and amortization)	30,719		37,535		99,722		105,056		Corporate expenses (excludes depreciation and amortization)	41,806		30,719		113,576		99,722
Depreciation and amortization	Depreciation and amortization	62,427		76,226		204,372		231,476		Depreciation and amortization	65,600		62,427		190,019		204,372
Impairment charges	Impairment charges	27,263		5,300		150,400		5,300		Impairment charges	—		27,263		118,950		150,400

Other operating expense (income), net										Other operating expense (income), net	(2,422)		5,528		(4,045)		(58,051)

Other operating income (expense), net		(5,528)		620		58,051		(1,632)
Operating income (loss)	Operating income (loss)	(75,913)		47,688		(308,918)		139,253		Operating income (loss)	48,567		(75,913)		(162,908)		(308,918)
Interest expense, net	Interest expense, net	90,551		106,776		269,435		329,610		Interest expense, net	(84,276)		(90,551)		(267,211)		(269,435)
Loss on extinguishment of debt	Loss on extinguishment of debt	(5,389)		(96,271)		(5,389)		(101,745)		Loss on extinguishment of debt	—		(5,389)		(102,757)		(5,389)
Loss on Due from iHeartCommunications		0		0		0		(5,778)
Other income (expense), net	Other income (expense), net	6,493		(26,874)		(16,886)		(36,642)		Other income (expense), net	(11,973)		6,493		(1,788)		(16,886)
Loss before income taxes	Loss before income taxes	(165,360)		(182,233)		(600,628)		(334,522)		Loss before income taxes	(47,682)		(165,360)		(534,664)		(600,628)
Income tax benefit (expense)		29,516		(30,136)		32,958		(58,806)
Income tax benefit										Income tax benefit	6,894		29,516		36,019		32,958
Consolidated net loss	Consolidated net loss	(135,844)		(212,369)		(567,670)		(393,328)		Consolidated net loss	(40,788)		(135,844)		(498,645)		(567,670)
Less amount attributable to noncontrolling interest	Less amount attributable to noncontrolling interest	93		2,929		(17,044)		(2,924)		Less amount attributable to noncontrolling interest	43		93		(881)		(17,044)
Net loss attributable to the Company	Net loss attributable to the Company	$	(135,937)	$	(215,298)	$	(550,626)	$	(390,404)	Net loss attributable to the Company	$	(40,831)	$	(135,937)	$	(497,764)	$	(550,626)

Other comprehensive income (loss):
Foreign currency translation adjustments		$	1,561	$	(10,181)	$	(4,418)	$	(7,460)
Reclassification adjustments		721		0		721		0
Other adjustments to comprehensive income (loss), net of tax		704		208		685		2,800
Other comprehensive income (loss)		2,986		(9,973)		(3,012)		(4,660)
Comprehensive loss		(132,951)		(225,271)		(553,638)		(395,064)
Less amount attributable to noncontrolling interest		65		(5,543)		(1,836)		(4,980)
Comprehensive loss attributable to the Company		$	(133,016)	$	(219,728)	$	(551,802)	$	(390,084)

Net loss attributable to the Company per share of common stock		$	(0.29)	$	(0.46)	$	(1.19)	$	(0.99)

Net loss attributable to the Company per share of common stock — basic and diluted										Net loss attributable to the Company per share of common stock — basic and diluted	$	(0.09)	$	(0.29)	$	(1.06)	$	(1.19)

See Condensed Notes to Consolidated Financial Statements

Table of Contents

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~CHANGES IN STOCKHOLDERS’ DEFICIT~~COMPREHENSIVE LOSS

(UNAUDITED)

(In thousands, except share data)
Three Months Ended September 30, 2020
Common Shares Issued Non-controlling
Interest Controlling Interest Total
Common
Stock Additional Paid-in
Capital Accumulated
Deficit Accumulated Other Comprehensive Loss Treasury Stock
Balances at June 30, 2020 468,367,036 $ 11,424 $ 4,684 $ 3,496,641 $ (5,771,481) $ (346,400) $ (2,723) $ (2,607,855)
Net income (loss) 93 — — (135,937) — — (135,844)
Exercise of stock options and release of stock awards 172,925 — 1 (53) — — (282) (334)
Share-based compensation (50) — 2,347 — — — 2,297
Payments to noncontrolling interests (96) — — — — — (96)
Other comprehensive income 65 — — 1 2,920 — 2,986
Balances at September 30, 2020 468,539,961 $ 11,436 $ 4,685 $ 3,498,935 $ (5,907,417) $ (343,480) $ (3,005) $ (2,738,846)

(In thousands, except share data)
Nine Months Ended September 30, 2020
Controlling Interest Total
Common Shares Issued Non-controlling Interest Common
Stock Additional Paid-in
Capital Accumulated
Deficit Accumulated Other Comprehensive Loss Treasury Stock
Balances at December 31, 2019 466,744,939 $ 152,814 $ 4,667 $ 3,489,593 $ (5,349,611) $ (349,552) $ (2,617) $ (2,054,706)
Adoption of ASU 2016-13, Credit Losses
— — — (7,181) — — (7,181)
Net loss (17,044) — — (550,626) — — (567,670)
Exercise of stock options and release of stock awards 1,795,022 — 18 (21) — — (388) (391)
Share-based compensation — — 9,180 — — — 9,180
Payments to noncontrolling interests (294) — — — — — (294)
Clear Media divestiture (122,204) — 183 — 7,249 — (114,772)
Other comprehensive income (loss) (1,836) — — 1 (1,177) — (3,012)
Balances at September 30, 2020 468,539,961 $ 11,436 $ 4,685 $ 3,498,935 $ (5,907,417) $ (343,480) $ (3,005) $ (2,738,846)


(In thousands)	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Net loss attributable to the Company	$	(40,831)	$	(135,937)	$	(497,764)	$	(550,626)
Other comprehensive income (loss):
Foreign currency translation adjustments	876		1,561		(17,044)		(4,418)
Reclassification adjustments	—		721		944		721
Other adjustments to comprehensive income (loss), net of tax	—		704		—		685
Other comprehensive income (loss)	876		2,986		(16,100)		(3,012)
Comprehensive loss	(39,955)		(132,951)		(513,864)		(553,638)
Less amount attributable to noncontrolling interest	(6)		65		(13)		(1,836)
Comprehensive loss attributable to the Company	$	(39,949)	$	(133,016)	$	(513,851)	$	(551,802)

See Condensed Notes to Consolidated Financial Statements

Table of Contents

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)


(In thousands, except share data)
	Three Months Ended September 30, 2021
	Common Shares Issued	Non-controlling Interest		Controlling Interest										Total
				Common Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Treasury Stock
Balances at June 30, 2021	473,835,417	$	9,769	$	4,738	$	3,511,398	$	(6,396,467)	$	(375,489)	$	(6,171)	$	(3,252,222)

Net income (loss)		43		—		—		(40,831)		—		—		(40,788)
Exercise of stock options and release of stock awards	443,677	—		5		30		—		—		(1,486)		(1,451)
Share-based compensation		—		—		5,874		—		—		—		5,874

Payments to noncontrolling interests		(113)		—		—		—		—		—		(113)

Other comprehensive income (loss)		(6)		—		—		—		882		—		876

Balances at September 30, 2021	474,279,094	$	9,693	$	4,743	$	3,517,302	$	(6,437,298)	$	(374,607)	$	(7,657)	$	(3,287,824)


(In thousands, except share data)
	Nine Months Ended September 30, 2021
				Controlling Interest										Total
	Common Shares Issued	Non-controlling Interest		Common Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Treasury Stock
Balances at December 31, 2020	468,703,164	$	10,855	$	4,687	$	3,502,991	$	(5,939,534)	$	(358,520)	$	(3,081)	$	(2,782,602)

Net loss		(881)		—		—		(497,764)		—		—		(498,645)
Exercise of stock options and release of stock awards	5,575,930	—		56		(20)		—		—		(4,576)		(4,540)
Share-based compensation		—		—		14,331		—		—		—		14,331

Payments to noncontrolling interests		(268)		—		—		—		—		—		(268)


Other comprehensive loss		(13)		—		—		—		(16,087)		—		(16,100)

Balances at September 30, 2021	474,279,094	$	9,693	$	4,743	$	3,517,302	$	(6,437,298)	$	(374,607)	$	(7,657)	$	(3,287,824)

Table of Contents

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

(In thousands, except share data)
Three Months Ended September 30, 2019
Pre-Separation Post-Separation Non-controlling
Interest Controlling Interest Total
Class A
Common
Shares
Issued Class B Common Shares
Issued Common Shares Issued Common
Stock Additional Paid-in
Capital Accumulated
Deficit Accumulated Other Comprehensive Loss Treasury Stock
Balances at June 30, 2019 0 0 366,415,951 $ 145,563 $ 3,664 $ 3,139,424 $ (5,161,413) $ (339,739) $ (2,424) $ (2,214,925)
Net income (loss) 2,929 — — (215,298) — — (212,369)
Exercise of stock options and release of stock awards 113,925 — 1 102 — — (60) 43
Share-based compensation 386 — 1,635 — — — 2,021
Payments from noncontrolling interests 3,363 — — — — — 3,363
Issuance of common stock 100,000,000 — 1,000 332,291 — — — 333,291
Other comprehensive loss (5,543) — — — (4,430) — (9,973)
Other (1,672) — — — — — (1,672)
Balances at September 30, 2019 0 0 466,529,876 $ 145,026 $ 4,665 $ 3,473,452 $ (5,376,711) $ (344,169) $ (2,484) $ (2,100,221)

(In thousands, except share data)
Nine Months Ended September 30, 2019
Pre-Separation Post-Separation Non-controlling
Interest Controlling Interest Total
Class A
Common
Shares
Issued Class B Common Shares
Issued Common Shares Issued Common
Stock Additional Paid-in
Capital Accumulated
Deficit Accumulated Other Comprehensive Loss Treasury Stock
Balances at December 31, 2018 51,559,633 315,000,000 — $ 160,362 $ 3,666 $ 3,086,307 $ (5,000,920) $ (344,489) $ (6,578) $ (2,101,652)
Adoption of ASC 842, Leases
— — — 14,613 — — 14,613
Net loss (2,924) — — (390,404) — — (393,328)
Exercise of stock options and release of stock awards 187,120 911,265 — 10 397 — — (2,492) (2,085)
Share-based compensation 425 — 11,991 — — — 12,416
Payments to noncontrolling interests (6,185) — — — — — (6,185)
Recapitalization of equity (51,746,753) (315,000,000) 365,618,611 — (11) (6,575) — — 6,586 0
Capital contributions — — 114,967 — — — 114,967
Distributions — — (65,936) — — — (65,936)
Issuance of common stock 100,000,000 — 1,000 332,291 — — — 333,291
Other comprehensive income (loss) (4,980) — — — 320 — (4,660)
Other (1,672) — 10 — — — (1,662)
Balances at September 30, 2019 0 0 466,529,876 $ 145,026 $ 4,665 $ 3,473,452 $ (5,376,711) $ (344,169) $ (2,484) $ (2,100,221)


(In thousands, except share data)
	Three Months Ended September 30, 2020
				Controlling Interest										Total
	Common Shares Issued	Non-controlling Interest		Common Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Treasury Stock
Balances at June 30, 2020	468,367,036	$	11,424	$	4,684	$	3,496,641	$	(5,771,481)	$	(346,400)	$	(2,723)	$	(2,607,855)

Net income (loss)		93		—		—		(135,937)		—		—		(135,844)
Exercise of stock options and release of stock awards	172,925	—		1		(53)		—		—		(282)		(334)
Share-based compensation		(50)		—		2,347		—		—		—		2,297

Payments to noncontrolling interests		(96)		—		—		—		—		—		(96)

Other comprehensive income		65		—		—		1		2,920		—		2,986

Balances at September 30, 2020	468,539,961	$	11,436	$	4,685	$	3,498,935	$	(5,907,417)	$	(343,480)	$	(3,005)	$	(2,738,846)


(In thousands, except share data)
	Nine Months Ended September 30, 2020
				Controlling Interest										Total
	Common Shares Issued	Non-controlling Interest		Common Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Treasury Stock
Balances at December 31, 2019	466,744,939	$	152,814	$	4,667	$	3,489,593	$	(5,349,611)	$	(349,552)	$	(2,617)	$	(2,054,706)
Adoption of ASU 2016-13, Credit Losses		—		—		—		(7,181)		—		—		(7,181)
Net loss		(17,044)		—		—		(550,626)		—		—		(567,670)
Exercise of stock options and release of stock awards	1,795,022	—		18		(21)		—		—		(388)		(391)
Share-based compensation		—		—		9,180		—		—		—		9,180
Payments to noncontrolling interests		(294)		—		—		—		—		—		(294)

Clear Media divestiture		(122,204)		—		183		—		7,249		—		(114,772)


Other comprehensive income (loss)		(1,836)		—		—		1		(1,177)		—		(3,012)

Balances at September 30, 2020	468,539,961	$	11,436	$	4,685	$	3,498,935	$	(5,907,417)	$	(343,480)	$	(3,005)	$	(2,738,846)

See Condensed Notes to Consolidated Financial Statements

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CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


(In thousands)	(In thousands)	Nine Months Ended September 30,				(In thousands)	Nine Months Ended September 30,
		2020		2019			2021		2020
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Consolidated net loss	Consolidated net loss	$	(567,670)	$	(393,328)	Consolidated net loss	$	(498,645)	$	(567,670)
Reconciling items:	Reconciling items:					Reconciling items:
Depreciation, amortization and impairment charges						Depreciation, amortization and impairment charges	308,969		354,772
Non-cash operating lease expense	Non-cash operating lease expense	261,014		296,377		Non-cash operating lease expense	273,334		261,014
Depreciation and amortization		204,372		231,476
Impairment charges		150,400		5,300

Loss (gain) on disposal of operating and other assets, net		(69,601)		1,325
Loss on extinguishment of debt						Loss on extinguishment of debt	102,757		5,389
Deferred taxes	Deferred taxes	(49,277)		11,367		Deferred taxes	(30,285)		(49,277)
Gain on disposal of operating and other assets, net						Gain on disposal of operating and other assets, net	(4,697)		(69,601)
Foreign exchange transaction loss	Foreign exchange transaction loss	15,618		28,969		Foreign exchange transaction loss	3,455		15,618
Credit losses		15,302		4,769
Share-based compensation		9,180		12,416
Amortization of deferred financing charges and note discounts, net		8,647		7,818
Loss on extinguishment of debt		5,389		101,745
Loss on Due from iHeartCommunications		0		5,778
Credit loss expense (reversal)						Credit loss expense (reversal)	(3,365)		15,302
Other reconciling items, net	Other reconciling items, net	(2,860)		(4,978)		Other reconciling items, net	23,421		14,967
Changes in operating assets and liabilities, net of effects of disposition:	Changes in operating assets and liabilities, net of effects of disposition:					Changes in operating assets and liabilities, net of effects of disposition:
Decrease in accounts receivable		143,473		22,413
Decrease (increase) in prepaid expenses		728		(26,491)
Increase in other current assets		(3,365)		(6,662)
Decrease in other operating assets		2,696		17,570
Increase (decrease) in accounts payable		32,302		(6,977)
Increase in accrued expenses		5,674		15,289
Decrease (increase) in accounts receivable						Decrease (increase) in accounts receivable	(59,050)		143,473
Decrease (increase) in prepaid expenses and other operating assets						Decrease (increase) in prepaid expenses and other operating assets	(8,089)		59
Increase in accounts payable and accrued expenses						Increase in accounts payable and accrued expenses	28,507		37,976
Decrease in operating lease liabilities	Decrease in operating lease liabilities	(249,785)		(314,402)		Decrease in operating lease liabilities	(291,144)		(249,785)
Decrease in accrued interest						Decrease in accrued interest	(5,889)		(37,626)
Increase in deferred revenue	Increase in deferred revenue	21,956		28,491		Increase in deferred revenue	12,104		21,956
Increase (decrease) in accrued interest		(37,626)		28,472
Increase (decrease) in other operating liabilities		(12,001)		2,591
Net cash provided by (used for) operating activities		(115,434)		69,328
Decrease in other operating liabilities						Decrease in other operating liabilities	(5,656)		(12,001)
Net cash used for operating activities						Net cash used for operating activities	(154,273)		(115,434)
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Purchases of property, plant and equipment and concession rights						Purchases of property, plant and equipment and concession rights	(82,438)		(93,249)
Proceeds from disposal of assets, net	Proceeds from disposal of assets, net	218,545		3,651		Proceeds from disposal of assets, net	5,671		218,545
Purchases of property, plant and equipment		(89,457)		(136,864)
Purchases of concession rights		(3,792)		(2,798)
Other investing activities, net	Other investing activities, net	(1,034)		1,698		Other investing activities, net	(2,672)		(1,034)
Net cash provided by (used for) investing activities	Net cash provided by (used for) investing activities	124,262		(134,313)		Net cash provided by (used for) investing activities	(79,439)		124,262
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Draws on credit facilities	Draws on credit facilities	150,000		0		Draws on credit facilities	—		150,000

Proceeds from long-term debt	Proceeds from long-term debt	375,000		5,475,197		Proceeds from long-term debt	2,085,570		375,000
Payments on long-term debt	Payments on long-term debt	(69,517)		(5,710,960)		Payments on long-term debt	(2,005,905)		(69,517)
Debt issuance costs	Debt issuance costs	(9,423)		(64,051)		Debt issuance costs	(24,438)		(9,423)
Proceeds from issuance of mandatorily-redeemable preferred stock		0		43,798
Net transfers from iHeartCommunications		0		43,399
Proceeds from settlement of Due from iHeartCommunications		0		115,798
Proceeds from issuance of common stock		0		333,291

Other financing activities, net	Other financing activities, net	(1,087)		(10,680)		Other financing activities, net	(4,935)		(1,087)
Net cash provided by financing activities	Net cash provided by financing activities	444,973		225,792		Net cash provided by financing activities	50,292		444,973
Effect of exchange rate changes on cash, cash equivalents and restricted cash	Effect of exchange rate changes on cash, cash equivalents and restricted cash	(13,307)		(5,209)		Effect of exchange rate changes on cash, cash equivalents and restricted cash	(2,807)		(13,307)
Net increase in cash, cash equivalents and restricted cash		440,494		155,598
Net increase (decrease) in cash, cash equivalents and restricted cash						Net increase (decrease) in cash, cash equivalents and restricted cash	(186,227)		440,494
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	417,075		202,869		Cash, cash equivalents and restricted cash at beginning of period	795,061		417,075
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	857,569	$	358,467	Cash, cash equivalents and restricted cash at end of period	$	608,834	$	857,569
Supplemental Disclosures:
Cash paid for interest, including dividends on mandatorily-redeemable preferred stock		$	302,097	$	294,927
Supplemental disclosures:						Supplemental disclosures:
Cash paid for interest						Cash paid for interest	$	264,387	$	302,097
Cash paid for income taxes, net of refunds	Cash paid for income taxes, net of refunds	$	11,312	$	24,606	Cash paid for income taxes, net of refunds	$	3,533	$	11,312

See Condensed Notes to Consolidated Financial Statements

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CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – BASIS OF PRESENTATION

Preparation of Interim Financial Statements

The consolidated financial statements include the accounts of Clear Channel Outdoor Holdings, Inc. and its subsidiaries, as well as entities for which the Company has a controlling financial interest or is the primary beneficiary. ~~All significant intercompany~~Intercompany transactions have been eliminated in consolidation. All references in this Quarterly Report on Form 10-Q to the “Company,” “we,” “us” and “our” refer to Clear Channel Outdoor Holdings, Inc. and its consolidated subsidiaries.

The accompanying consolidated financial statements were prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of management, include all normal and recurring adjustments necessary to present fairly the results of the interim periods shown. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such SEC rules and regulations. Management believes that the disclosures made are adequate to make the information presented not misleading. Due to seasonality and other factors, the results for the interim periods may not be indicative of results for the full year. The financial statements contained herein should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s ~~2019~~2020 Annual Report on Form 10-K, filed on February ~~27, 2020.~~25, 2021.

~~Prior~~Certain prior period amounts in the Consolidated Statement of Cash Flows have been reclassified to conform to the Company's separation from iHeartMedia, Inc. ("iHeartMedia") and iHeartCommunications, Inc. ("iHeartCommunications") on May 1, 2019 (the "Separation"), the historical financial statements of the Company consisted of the carve-out financial statements of the outdoor businesses of Clear Channel Holdings, Inc. ("CCH"), Clear Channel Outdoor Holdings, Inc. ("CCOH") and its subsidiaries (the "Outdoor Business") and gave effect to allocations of expenses from iHeartMedia to the Company. The carve-out financial statements excluded the portion of the radio businesses previously owned by CCH, which had historically been reported as part of iHeartMedia’s iHM segment prior to the Separation, and amounts attributable to CCH, which was a holding company prior to the Separation with no independent assets or operations. Upon the Separation and the transactions related thereto, the Company’s only assets, liabilities and operations were those of the Outdoor Business.2021 presentation.

The Company changed its presentation of segment information during the first quarter of 2020 to reflect changes in the way the business is managed and resources are allocated by the Company's chief operating decision maker ("CODM"). Effective January 1, 2020, there are 2 reportable business segments: Americas, which consists of operations primarily in the United States ("U.S."), and Europe, which consists of operations in Europe and Singapore. The Company's remaining operating segments, which do not meet the quantitative thresholds to qualify as reportable segments, are disclosed as "Other." Accordingly, the Company has restated the segment disclosures for prior periods. Refer to Note 2 for additional details.Recent Developments

COVID-19

In March 2020, the World Health Organization categorized coronavirus disease 2019 ~~("COVID-19"~~(“COVID-19”) as a pandemic. ~~The~~While the duration and severity of the effects of the pandemic remain ~~unknown. In response,~~uncertain, the Company has taken and continues to take actions ~~including cost reduction initiatives such as contract renegotiations, application for governmental aid and reductions in headcount~~ to strengthen its financial position and support the continuity of its platform and ~~operations.~~operations, as follows:

•The Company continues to complete contract negotiations with landlords and municipalities to better align fixed site lease expenses with reductions in revenue. Where applicable, the Company has applied the April 2020 supplemental Financial Accounting Standards Board ~~("FASB"~~(“FASB”) staff guidance regarding accounting for rent concessions resulting from COVID-19. ~~During the three and nine months ended September 30, 2020, the~~The Company recognized reductions of rent expense on lease and non-lease contracts due to negotiated rent abatements of $21.6 million and $78.9 million during the three and nine months ended September 30, 2021, respectively, and $23.8 million and $53.1 million during the three and nine months ended September 30, 2020, respectively. Negotiated deferrals of rent payments did not result in a reduction of rent expense.

•~~During the three and nine months ended September 30, 2020, the~~The Company received European governmental support and wage subsidies in response to COVID-19 of $6.3 million and $13.1 million during the three and nine months ended September 30, 2021, respectively, and $7.2 million and $14.7 million ~~respectively, which~~during the three and nine months ended September 30, 2020, respectively. These subsidies have been recorded as reductions in compensation and rent costs.

•The Company continues to execute upon its restructuring plan to reduce headcount in Europe, which it committed to during the third quarter of 2020. During the three and nine months ended September 30, 2021, the Company incurred restructuring and other costs pursuant to this plan of $16.3 million and $33.5 million, respectively, in its Europe segment. During the nine months ended September 30, 2021, the Company incurred restructuring and other costs pursuant to this plan of $1.1 million related to Corporate operations. Refer to Note 9 to the Company’s Condensed Consolidated Financial Statements for further details.

•In June 2021, one of the Company’s subsidiaries within its Europe segment borrowed approximately $34.7 million, at current exchange rates, through a state-guaranteed loan program established in response to COVID-19. Refer to Note 4 to the Company’s Condensed Consolidated Financial Statements for additional details.

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•~~During the third quarter of~~Disposition

On April 28, 2020, the Company ~~committed~~tendered its 50.91% stake in Clear Media Limited (“Clear Media”), a former indirect, non-wholly owned subsidiary of the Company based in China, pursuant to a ~~restructuring plan to reduce headcount in Europe~~voluntary conditional cash offer made by and ~~Latin America with estimated total charges in a range~~on behalf of ~~approximately $21 million to $24 million. As of September 30,~~Ever Harmonic Global Limited (“Ever Harmonic”), and on May 14, 2020, the Company ~~had incurred total restructuring and other costs pursuant to this plan~~received $253.1 million in cash proceeds from the sale of ~~$3.3~~its shares in Clear Media. The Company recognized a gain on the sale of Clear Media of $75.2 million, which is recorded ~~in its Europe segment, including $3.1 million~~ within ~~Selling, general and administrative expenses and~~“Other operating income, net” on the ~~rest within Direct operating expenses. As~~Company’s Consolidated Statement of Comprehensive Loss for the nine months ended September 30, ~~2020, the Company had incurred total restructuring and other costs pursuant to the Latin America portion~~2020.

Use of the plan of $0.3 million recorded in "Other" within its segment disclosures. In addition, during the third quarter, the Company had incurred $1.7 million in restructuring and other costs pursuant to a separate plan to reduce headcount in its Americas segment. In conjunction with these plans, as of September 30, 2020, the Company incurred $1.9 million in restructuring and other costs that are included within Corporate expenses. Substantially all the plan charges recorded as restructuring and other costs are severance benefits and related costs. The Europe portion of the plan is anticipated to be completed by the end of 2021, the Latin America portion of the plan was substantially completed in the third quarter of 2020, and the Americas segment plan is anticipated to be completed with limited additional charges in the fourth quarter of 2020.Estimates

The Company’s consolidated financial statements presented herein reflect estimates and assumptions made by management that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expenses during the periods presented. Such estimates and assumptions affect, among other things, the Company’s goodwill, long-lived assets and indefinite-lived intangible assets; operating lease right-of-use assets and operating lease liabilities; assessment of the annual effective tax rate; valuation of deferred income taxes and income tax contingencies; defined-benefit plan obligations; the allowance for ~~doubtful accounts;~~credit losses; assessment of ~~our~~ lease and non-lease contract expenses; and measurement of compensation cost for bonus and other compensation plans. The ~~Company's~~Company’s assessment of conditions and events, considered in the aggregate, indicates that the Company will be able to meet its obligations as they become due within one year after the date of these financial statements. There continues to be ~~a high level of~~ uncertainty in estimating the expected economic and operational impacts relative to COVID-19 as ~~it is an evolving situation.~~the situation continues to evolve. The estimates and assumptions used in these financial statements may change in future periods as the expected impacts from COVID-19 are revised, resulting in further potential impacts to the ~~Company's~~Company’s financial statements.

~~Certain prior period amounts have been reclassified to conform to the 2020 presentation.~~New Accounting Pronouncements

New Accounting Pronouncements Recently Adopted

~~As of January 1, 2020, the Company adopted Accounting Standards Update ("ASU") 2016-13,~~ ~~Measurement of Credit Losses on Financial Instruments~~, and all subsequently issued related amendments, which changed the methodology used to recognize impairment of the Company’s accounts receivable. Under the ASU, financial assets are presented at the net amount expected to be collected, requiring immediate recognition of estimated credit losses expected to occur over the asset's remaining life. This is in contrast to previous GAAP, under which credit losses were not recognized until it was probable that a loss had been incurred. The Company adopted the ASU on a modified-retrospective basis through a cumulative-effect adjustment to retained earnings as of January 1, 2020, resulting in a decrease to equity of $7.2 million. This adjustment includes $5.4 million related to Clear Media Limited ("Clear Media"), a former indirect, non-wholly owned subsidiary of the Company based in China that was sold on April 28, 2020. The Company performed its expected credit loss calculation separately by segment based on historical accounts receivable write-offs.

~~New~~guidance under Accounting ~~Pronouncements Not Yet Adopted~~

~~In December 2019, the FASB issued ASU~~Standards Update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes, as of January 1, 2021 on a prospective basis. This update, which simplifies the accounting for income taxes by removing certain existing exceptions to the general principles in Accounting Standards Codification (“ASC”) Topic ~~740. The new guidance is effective~~740, does not have a material impact on the Company’s consolidated financial statements or disclosures.

New Accounting Pronouncements Not Yet Adopted

Reference Rate Reform

For the last several years, there has been an ongoing effort amongst regulators, standard setters, financial institutions and other market participants to replace interbank offered rates, including the London Interbank Offered Rate (“LIBOR”), with alternative reference rates. In the United States (“U.S.”), the Alternative Reference Rates Committee has formally recommended forward-looking Secured Overnight Financing Rate (“SOFR”) term rates as the replacement for ~~annual and interim periods beginning~~USD LIBOR, while various other risk-free rates have been selected to replace LIBOR for other currencies. In March 2021, the ICE Benchmark Administration, LIBOR’s administrator, announced that it will cease publication of certain LIBOR rates after December ~~2020,~~31, 2021, while the remaining USD LIBOR rates will be published through June 30, 2023.

The Company is currently working with the administrative agent of its Senior Secured Credit Facilities and ~~early adoption is permitted;~~Receivables-Based Credit Facility to finalize replacement rates; however, the Company does not expect the ~~implementation~~replacement of LIBOR to result in a material impact on the Company’s consolidated financial statements or disclosures.

In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting, in order to ease the potential burden of accounting for reference rate reform initiatives. The update provides temporary optional expedients and exceptions for applying GAAP contract modification accounting to contracts and other transactions affected by reference rate reform if certain criteria are met and may be applied through December 31, 2022. The Company is assessing whether it will use these optional expedients and exceptions but does not expect adoption of this ~~ASU~~guidance to have a material impact on ~~its~~the Company’s consolidated financial ~~statements.~~statements or disclosures. The Company will continue to monitor and assess regulatory developments during the transition period.

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NOTE 2 – SEGMENT DATA

As described in Note 1, the Company changed its presentation of segment information during the first quarter of 2020 to reflect changes in the way the business is managed and resources are allocated by the Company's CODM. Effective January 1, 2020, theThe Company has 2 reportable segments, which it believes best reflect how the Company is currently managed – Americas and Europe. The ~~Company's~~Americas segment consists of operations primarily in the U.S., and the Europe segment consists of operations in Europe and Singapore. The Company’s remaining operating segments ~~which~~ do not meet the quantitative thresholds to qualify as reportable segments and are disclosed as ~~"Other."~~“Other.” Each segment provides ~~outdoor~~out-of-home advertising services in its respective geographic region using various digital and traditional display types, consisting primarily of billboards, street furniture displays and transit displays.

~~Additionally, beginning in 2020,~~

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Segment Adjusted EBITDA is the profitability metric reported to the ~~Company's CODM~~Company’s Chief Operating Decision Maker (“CODM”) for purposes of making decisions about allocation of resources to, and assessing performance of, each reportable segment. Segment Adjusted EBITDA is calculated as revenue less direct operating expenses and selling, general and administrative expenses, excluding restructuring and other costs, which are defined as costs associated with cost-saving initiatives such as severance, consulting and termination costs and other special costs. Segment information for total assets is not presented as this information is not used by the ~~Company's~~Company’s CODM in measuring segment performance or allocating resources between segments.

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The following ~~tables present~~table presents the ~~Company's~~Company’s reportable segment results for the three and nine months ended September 30, ~~2020~~2021 and ~~2019. The Company has restated the segment information for prior periods to conform to the 2020 presentation.~~2020:


(In thousands)	(In thousands)	Three Months Ended September 30,				Nine Months Ended September 30,				(In thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
		2020		2019		2020		2019			2021		2020		2021		2020
Revenue	Revenue									Revenue
Americas	Americas	$	223,715	$	328,250	$	719,202	$	928,114	Americas	$	319,020	$	223,715	$	802,524	$	719,202
Europe	Europe	216,934		250,440		535,970		784,772		Europe	262,568		216,934		659,216		535,970
Other(1)	Other(1)	6,856		74,757		58,048		225,692		Other(1)	14,828		6,856		36,666		58,048
Total	Total	$	447,505	$	653,447	$	1,313,220	$	1,938,578	Total	$	596,416	$	447,505	$	1,498,406	$	1,313,220

Capital Expenditures	Capital Expenditures									Capital Expenditures
Americas	Americas	$	9,293	$	19,146	$	41,189	$	46,484	Americas	$	15,857	$	9,293	$	39,988	$	41,189
Europe	Europe	12,067		25,336		31,489		59,761		Europe	12,992		12,067		30,298		31,489
Other(1)	Other(1)	2,420		13,858		10,805		22,917		Other(1)	862		2,420		3,082		10,805
Corporate	Corporate	2,506		2,041		9,766		10,500		Corporate	2,961		2,506		9,070		9,766
Total	Total	$	26,286	$	60,381	$	93,249	$	139,662	Total	$	32,672	$	26,286	$	82,438	$	93,249

Segment Adjusted EBITDA	Segment Adjusted EBITDA									Segment Adjusted EBITDA
Americas	Americas	$	70,716	$	136,491	$	225,693	$	364,367	Americas	$	139,086	$	70,716	$	330,527	$	225,693
Europe	Europe	(8,141)		14,444		(91,071)		77,461		Europe	31,271		(8,141)		(34,614)		(91,071)
Other(1)	Other(1)	(5,650)		18,454		(36,092)		49,815		Other(1)	425		(5,650)		(4,321)		(36,092)
Total	Total	$	56,925	$	169,389	$	98,530	$	491,643	Total	$	170,782	$	56,925	$	291,592	$	98,530

Reconciliation of Segment Adjusted EBITDA to Consolidated Net Loss Before Income Taxes	Reconciliation of Segment Adjusted EBITDA to Consolidated Net Loss Before Income Taxes									Reconciliation of Segment Adjusted EBITDA to Consolidated Net Loss Before Income Taxes
Segment Adjusted EBITDA	Segment Adjusted EBITDA	$	56,925	$	169,389	$	98,530	$	491,643	Segment Adjusted EBITDA	$	170,782	$	56,925	$	291,592	$	98,530
Less reconciling items:	Less reconciling items:									Less reconciling items:
Corporate expenses(2)	Corporate expenses(2)	30,719		37,535		99,722		105,056		Corporate expenses(2)	41,806		30,719		113,576		99,722
Depreciation and amortization	Depreciation and amortization	62,427		76,226		204,372		231,476		Depreciation and amortization	65,600		62,427		190,019		204,372
Impairment charges	Impairment charges	27,263		5,300		150,400		5,300		Impairment charges	—		27,263		118,950		150,400
Restructuring and other costs(3)	Restructuring and other costs(3)	6,901		3,260		11,005		8,926		Restructuring and other costs(3)	17,231		6,901		36,000		11,005

Other operating (income) expense, net		5,528		(620)		(58,051)		1,632
Other operating expense (income), net										Other operating expense (income), net	(2,422)		5,528		(4,045)		(58,051)
Interest expense, net	Interest expense, net	90,551		106,776		269,435		329,610		Interest expense, net	84,276		90,551		267,211		269,435

Other charges(4)		(1,104)		123,145		22,275		144,165
Other reconciling items(4)										Other reconciling items(4)	11,973		(1,104)		104,545		22,275
Consolidated net loss before income taxes	Consolidated net loss before income taxes	$	(165,360)	$	(182,233)	$	(600,628)	$	(334,522)	Consolidated net loss before income taxes	$	(47,682)	$	(165,360)	$	(534,664)	$	(600,628)

(1)Other includes the ~~Company's~~Company’s operations in Latin America and, for periods prior to the disposition of the ~~Company's~~Company’s stake in Clear Media on April 28, 2020, China. ~~Refer to Note 12 for additional details related to this disposition.~~

(2)Corporate expenses include expenses related to infrastructure and support, including information technology, human resources, legal, finance and administrative functions of each of the Company’s reportable segments, as well as overall executive, administrative and support functions. Share-based payments and certain restructuring and other costs are recorded in corporate expenses.

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(3)The restructuring and other costs line item in this reconciliation excludes those restructuring and other costs related to corporate functions, which are included ~~with~~within the Corporate expenses line item.

(4)Other ~~charges~~reconciling items includes Loss on extinguishment of debt ~~Loss on Due from iHeartCommunications,~~ and Other ~~(income) expense,~~income (expense), net.

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NOTE 3 – REVENUE

The Company generates revenue primarily from the sale of advertising space on printed and digital out-of-home advertising displays. Certain of these revenue transactions are considered leases for accounting purposes as the contracts convey to customers the right to control the use of the Company’s advertising displays for a period of time. The Company accounts for revenue from leases in accordance with the lease accounting guidance under ~~Accounting Standards Codification ("ASC")~~ASC Topic 842; all remaining revenue transactions are accounted for as revenue from contracts with customers under ASC Topic 606.

Disaggregation of Revenue

The following table shows revenue from contracts with customers, revenue from leases and total revenue, disaggregated by ~~geographical region,~~segment, for the three and nine months ended September 30, ~~2020~~2021 and ~~2019:~~2020:


(In thousands)	(In thousands)	Revenue from contracts with customers		Revenue from leases		Total Revenue		(In thousands)	Revenue from contracts with customers		Revenue from leases		Total Revenue
Three Months Ended September 30, 2020
Americas		$	109,165	$	114,550	$	223,715
Three Months Ended September 30, 2021								Three Months Ended September 30, 2021
Americas(1)								Americas(1)	$	154,843	$	164,177	$	319,020
Europe	Europe	189,342		27,592		216,934		Europe	235,082		27,486		262,568

Other(1)		5,366		1,490		6,856
Other(2)								Other(2)	11,994		2,834		14,828
Total	Total	$	303,873	$	143,632	$	447,505	Total	$	401,919	$	194,497	$	596,416

Three Months Ended September 30, 2019
Americas		$	178,842	$	149,408	$	328,250
Three Months Ended September 30, 2020								Three Months Ended September 30, 2020
Americas(1)								Americas(1)	$	109,165	$	114,550	$	223,715
Europe	Europe	216,322		34,118		250,440		Europe	189,342		27,592		216,934

Other(1)		69,468		5,289		74,757
Other(2)								Other(2)	5,366		1,490		6,856
Total								Total	$	303,873	$	143,632	$	447,505

Nine Months Ended September 30, 2021								Nine Months Ended September 30, 2021
Americas(1)								Americas(1)	$	370,815	$	431,709	$	802,524
Europe								Europe	584,937		74,279		659,216

Other(2)								Other(2)	29,849		6,817		36,666
Total	Total	$	464,632	$	188,815	$	653,447	Total	$	985,601	$	512,805	$	1,498,406

Nine Months Ended September 30, 2020	Nine Months Ended September 30, 2020							Nine Months Ended September 30, 2020
Americas		$	362,346	$	356,856	$	719,202
Americas(1)								Americas(1)	$	362,346	$	356,856	$	719,202
Europe	Europe	467,517		68,453		535,970		Europe	467,517		68,453		535,970

Other(1)		52,055		5,993		58,048
Other(2)								Other(2)	52,055		5,993		58,048
Total	Total	$	881,918	$	431,302	$	1,313,220	Total	$	881,918	$	431,302	$	1,313,220

Nine Months Ended September 30, 2019
Americas		$	493,695	$	434,419	$	928,114
Europe		675,207		109,565		784,772

Other(1)		208,167		17,525		225,692
Total		$	1,377,069	$	561,509	$	1,938,578

(1)Americas total revenue for the three months ended September 30, 2021 and 2020 includes revenue from transit displays of $45.7 million and $25.0 million, respectively, including revenue from airport displays of $43.0 million and $22.8 million, respectively. Americas total revenue for the nine months ended September 30, 2021 and 2020 includes revenue from transit displays of $94.1 million and $108.8 million, respectively, including revenue from airport displays of $87.1 million and $100.5 million, respectively.

(2)Other includes the ~~Company's~~Company’s businesses in Latin America and, for periods prior to the disposition of the ~~Company's~~Company’s stake in Clear Media on April 28, 2020, China. ~~Refer to Note 12~~Total revenue for ~~additional details related to this disposition.~~the Company’s Latin America business during the nine months ended September 30, 2020 was $28.8 million.

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Revenue from Contracts with Customers

The following tables show the Company’s beginning and ending accounts receivable and deferred revenue balances from contracts with customers:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	(In thousands)	2020		2019		2020		2019		(In thousands)	2021		2020		2021		2020
Accounts receivable, net of allowance, from contracts with customers:	Accounts receivable, net of allowance, from contracts with customers:									Accounts receivable, net of allowance, from contracts with customers:
Beginning balance	Beginning balance	$	239,957	$	509,129	$	581,555	$	367,918	Beginning balance	$	346,306	$	239,957	$	349,799	$	581,555
Ending balance	Ending balance	$	312,076	$	519,958	$	312,076	$	519,958	Ending balance	$	390,053	$	312,076	$	390,053	$	312,076

Deferred revenue from contracts with customers:	Deferred revenue from contracts with customers:									Deferred revenue from contracts with customers:
Beginning balance	Beginning balance	$	47,760	$	55,164	$	52,589	$	39,916	Beginning balance	$	50,067	$	47,760	$	37,712	$	52,589
Ending balance	Ending balance	$	50,875	$	65,784	$	50,875	$	65,784	Ending balance	$	53,916	$	50,875	$	53,916	$	50,875

During the three months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively, the Company recognized ~~$33.3~~$42.9 million and ~~$40.0~~$33.3 million of revenue that was included in the deferred revenue from contracts with customers balance at the beginning of the respective quarter. During the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively, the Company recognized ~~$47.4~~$36.8 million and ~~$36.0~~$47.4 million of revenue that was included in the deferred revenue from contracts with customers balance at the beginning of the respective year.

The Company’s contracts with customers generally have terms of one year or less; however, as of September 30, ~~2020,~~2021, the Company expects to recognize ~~$96.1~~$99.3 million of revenue in future periods for remaining performance obligations from current contracts with customers that have an original expected duration of greater than one year, with the majority of this amount to be recognized over the next five years.

Bad debt expense related to receivables from contracts with customers and leases was $3.4 million and $0.4 million during the three months ended September 30, 2020 and 2019, respectively, and $15.3 million and $4.8 million during the nine months ended September 30, 2020 and 2019, respectively. The increase in bad debt expense in 2020 is primarily due to COVID-19.

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NOTE 4 – LONG-TERM DEBT

Long-term debt outstanding as of September 30, ~~2020~~2021 and December 31, ~~2019~~2020 consisted of the following:


(In thousands)	(In thousands)	September 30, 2020		December 31, 2019		(In thousands)	September 30, 2021		December 31, 2020
Term Loan Facility(1)	Term Loan Facility(1)	$	1,980,000	$	1,995,000	Term Loan Facility(1)	$	1,960,000	$	1,975,000
Revolving Credit Facility(2)	Revolving Credit Facility(2)	150,000		0		Revolving Credit Facility(2)	130,000		130,000
Receivables-Based Credit Facility	Receivables-Based Credit Facility	0		0		Receivables-Based Credit Facility	—		—
Clear Channel Outdoor Holdings 5.125% Senior Secured Notes Due 2027	Clear Channel Outdoor Holdings 5.125% Senior Secured Notes Due 2027	1,250,000		1,250,000		Clear Channel Outdoor Holdings 5.125% Senior Secured Notes Due 2027	1,250,000		1,250,000
Clear Channel International B.V. 6.625% Senior Secured Notes Due 2025(3)		375,000		0
Clear Channel Worldwide Holdings 9.25% Senior Notes Due 2024(4)		1,901,525		1,901,525

Other debt		6,986		4,161
Clear Channel Outdoor Holdings 7.75% Senior Notes Due 2028(3)						Clear Channel Outdoor Holdings 7.75% Senior Notes Due 2028(3)	1,000,000		—
Clear Channel Outdoor Holdings 7.5% Senior Notes Due 2029(4)						Clear Channel Outdoor Holdings 7.5% Senior Notes Due 2029(4)	1,050,000		—
Clear Channel Worldwide Holdings 9.25% Senior Notes Due 2024(3),(4)						Clear Channel Worldwide Holdings 9.25% Senior Notes Due 2024(3),(4)	—		1,901,525
Clear Channel International B.V. 6.625% Senior Secured Notes Due 2025						Clear Channel International B.V. 6.625% Senior Secured Notes Due 2025	375,000		375,000
Other debt(5)						Other debt(5)	39,694		6,763
Original issue discount	Original issue discount	(8,618)		(9,561)		Original issue discount	(7,312)		(8,296)
Long-term debt fees	Long-term debt fees	(59,505)		(57,107)		Long-term debt fees	(59,480)		(57,706)
Total debt	Total debt	$	5,595,388	$	5,084,018	Total debt	5,737,902		5,572,286
Less: Current portion	Less: Current portion	21,474		20,294		Less: Current portion	21,160		21,396
Total long-term debt	Total long-term debt	$	5,573,914	$	5,063,724	Total long-term debt	$	5,716,742	$	5,550,890

(1)The Company paid $5.0 million of the outstanding principal on the term loan facility (“Term Loan Facility”) in each quarter of ~~2020,~~2021, for a total of $15.0 million during the nine months ended September 30, ~~2020, of the outstanding principal on the term loan facility ("Term Loan Facility")~~2021, in accordance with the terms of the senior secured credit agreement ("Senior Secured Credit Agreement") governing the senior secured credit facilities, ~~(the "Senior Secured Credit Facilities,"~~ which consist of the Term Loan Facility and the revolving credit facility ~~(the "Revolving~~(“Revolving Credit ~~Facility")~~Facility”).

(2)~~On March 24 2020,~~The Company repaid the ~~Company borrowed $150.0~~$130.0 million outstanding balance under ~~its~~the Revolving Credit Facility ~~which matures on August 23, 2024. The Company repaid $20.0 million of this outstanding balance~~ on October 26, ~~2020.~~2021 using cash on hand.

(3)On ~~August~~February 17, 2021, the Company issued $1.0 billion aggregate principal amount of 7.75% Senior Notes due 2028. On March 4, ~~2020,~~2021, the Company used the net proceeds from this issuance to cause Clear Channel ~~International B.V. ("CCIBV"~~Worldwide Holdings, Inc. (“CCWH”), ~~an indirect wholly-owned~~a subsidiary of the Company, ~~issued $375.0~~to redeem $940.0 million aggregate principal amount of 6.625% Senior Secured Notes due 2025 (the "CCIBV Senior Secured Notes"). A portion of the proceeds from the CCIBV Senior Secured Notes was used to repay the $53.0 million CCIBV promissory note in full, which was issued by CCIBV on May 15, 2020 in exchange for the Company's Series A Perpetual Preferred Stock (par value of $0.01 and an aggregate liquidation preference of approximately $47 million) (the "preferred stock"). The preferred stock remains outstanding and held by a subsidiary of the Company and is thereby eliminated in consolidation.

~~(4)On February 28, 2020, the Company and the guarantors under the Indenture (the "CCWH Senior Notes Indenture") governing the~~its 9.25% Senior Notes due 2024 ~~(the "CCWH Senior Notes") filed a registration statement with the SEC to register the offer to exchange the~~ (“CCWH Senior ~~Notes and~~Notes”) at a redemption price equal to 104.625% of the ~~guarantees thereof for a like~~ principal amount ~~of CCWH Senior Notes~~thereof, plus accrued and ~~guarantees thereof that have been registered under~~unpaid interest to the ~~Securities Act, in accordance with the deadlines set forth in the Registration Rights Agreement. The registration statement, as amended on April 6, 2020, became effective on April 7, 2020.~~

redemption date. As a result of ~~the repayment of the CCIBV promissory note described in footnote (3) to the above table,~~this partial redemption, the Company recognized a loss on debt extinguishment ~~losses~~ of ~~$5.4~~$51.1 million during the three ~~and nine~~ months ended ~~September~~March 31, 2021.

(4)On June 1, 2021, the Company issued $1.05 billion aggregate principal amount of 7.5% Senior Notes due 2029. On June 16, 2021, the Company used the net proceeds from this issuance to cause CCWH to redeem all of the outstanding $961.5 million aggregate principal amount of its CCWH Senior Notes at a redemption price equal to 104.625% of the principal amount thereof, plus accrued and unpaid interest to the redemption date. As a result of this redemption, the Company recognized a loss on debt extinguishment of $51.7 million during the three months ended June 30, ~~2020.~~2021.

(5)On June 29, 2021, one of the Company’s non-guarantor European subsidiaries entered into a state-guaranteed loan of €30.0 million, or approximately $34.7 million at current exchange rates, with a third-party lender. The term of this unsecured loan, which is guaranteed by the government of that country, will range from one to six years depending upon the Company’s election (the “Extension Request”), which must be made by June 29, 2022. The loan bears an interest rate of 0% during the first year, and the interest rate for any subsequent periods will be negotiated with the lender upon submission of the Extension Request. Additionally, at the end of the first year of the loan, the Company must pay a fee relating to the state guarantee equal to 0.5% of the amount of the loan. If the Company elects to extend the loan past the first year, the annual cost of the guarantee will increase to 1.0% for the second and third years and 2.0% for the remainder of the loan term. The Company may generally prepay the loan in part or in full without penalty.

The aggregate market value of the Company’s debt based on market prices for which quotes were available was approximately ~~$5.4~~$5.9 billion and $5.6 billion as of September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. Under the fair value hierarchy established by ASC 820-10-35, the inputs used to disclose the market value of the Company’s debt iswould be classified as Level 1.

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Amendment to Senior Secured Credit Facilities

In ~~June 2020,~~May 2021, the Company entered into ana second amendment to the Senior Secured Credit Agreement ~~thereby suspending~~to, among other things, extend the suspended springing financial covenant through ~~June 30,~~December 31, 2021 and ~~delaying~~delay the scheduled financial covenant step-down until ~~March 31,~~September 30, 2022. The springing financial covenant, applicable solely to the Revolving Credit Facility, generally requires compliance with a first lien net leverage ratio of 7.60 to 1.00, with a step-down to 7.10 to 1.00 if the balance of the Revolving Credit Facility is greater than $0 and undrawn letters of credit exceed $10 million. In addition, ~~for all reporting periods through September 30, 2021,~~under the Senior Secured Credit Agreement, as amended, the Company is required to maintain minimum cash on hand and availability under the Receivables-Based Credit Facility and Revolving Credit Facility of $150 ~~million. As of September 30, 2020,~~million for all reporting periods through March 31, 2022.

CCOH 7.75% Senior Notes Due 2028

On February 17, 2021, the Company ~~was in compliance with all covenants contained in~~completed the ~~Senior Secured Credit Agreement, as amended.~~

~~CCIBV Senior Secured Notes~~

~~On August 4, 2020, CCIBV issued $375.0 million~~sale of $1.0 billion aggregate principal amount of ~~6.625%~~7.75% Senior ~~Secured~~ Notes due ~~2025. The CCIBV~~2028 (the “CCOH 7.75% Senior ~~Secured Notes were issued~~Notes”) in a private placement to qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the U.S. pursuant to Regulation S under the Securities Act.

On the same date, the Company entered into an indenture, dated as of ~~August 4, 2020~~February 17, 2021 (the ~~“CCIBV~~“CCOH 7.75% Senior ~~Secured~~ Notes Indenture”), by and among ~~CCIBV,~~ the ~~Guarantors (as defined below)~~Company, the subsidiaries of the Company acting as guarantors party thereto (collectively, the “Guarantors”), and U.S. Bank National Association, as ~~trustee, paying agent, registrar, authentication agent and transfer agent, and U.S. Bank Trustees Limited as security agent.~~ trustee.

The ~~CCIBV~~CCOH 7.75% Senior ~~Secured~~ Notes mature on ~~August 1, 2025~~April 15, 2028 and bear interest at a rate of ~~6.625%~~7.75% per ~~annum,~~annum. Interest on the CCOH 7.75% Senior Notes is payable to the holders thereof semi-annually ~~in arrears~~ on April 115 and October 115 of each year, beginning on ~~April 1,~~October 15, 2021.

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~~Guarantees and Ranking~~

The ~~CCIBV~~CCOH 7.75% Senior ~~Secured~~ Notes are guaranteed on a senior unsecured basis by certain of ~~CCIBV's~~the Company’s wholly-owned existing and future ~~subsidiaries (collectively, the “Guarantors”).~~domestic subsidiaries. The ~~Company does not guarantee the CCIBV~~CCOH 7.75% Senior ~~Secured Notes.~~

~~The CCIBV Senior Secured~~ Notes ~~and certain of the guarantees (the “secured guarantees”) are secured by pledges over~~ (i) the capital stock and material bank accounts of CCIBV and certain of its indirect subsidiaries and (ii) the net intercompany balance by and between the parent holding company of CCIBV and CCIBV subject to certain conditions as set forth in the CCIBV Senior Secured Notes Indenture. The CCIBV Senior Secured Notes and secured guarantees rank pari passu in right of payment ~~pari passu~~with all existing and future senior indebtedness of the Company; (ii) are senior in right of payment to ~~unsubordinated indebtedness and senior to~~all of the future subordinated indebtedness of ~~CCIBV~~the Company and the ~~Guarantors, as applicable, and rank, in right~~Guarantors; (iii) are effectively subordinated to all of ~~security, senior to unsecured and junior lien indebtedness of CCIBV~~the Company’s and the ~~Guarantors, as applicable,~~Guarantors’ existing and future indebtedness secured by a lien, to the extent of the value of such collateral; and (iv) are structurally subordinated to any existing and future obligations of any existing or future subsidiaries of the ~~assets~~Company that ~~constitute collateral.~~do not guarantee the CCOH 7.75% Senior Notes, including all of the Company’s foreign subsidiaries.

~~Redemptions~~

~~CCIBV~~The Company may redeem all or a portion of the ~~CCIBV~~CCOH 7.75% Senior ~~Secured~~Notes beginning on April 15, 2024 at the redemption prices set forth in the CCOH 7.75% Senior Notes Indenture. Prior to April 15, 2024, the Company may redeem all or a portion of the CCOH 7.75% Senior Notes at ~~its option, in whole or in part, at any time prior to February 1, 2022, at~~ a redemption price equal to 100% of the principal amount of the ~~CCIBV~~CCOH 7.75% Senior ~~Secured~~ Notes ~~redeemed,~~ plus ~~a make-whole~~the “make-whole” premium ~~plus accrued and unpaid interest to the redemption date. CCIBV may redeem the CCIBV Senior Secured Notes, in whole or part, on or after February 1, 2022 at the redemption prices set forth~~described in the ~~CCIBV~~CCOH 7.75% Senior ~~Secured~~ Notes ~~Indenture plus accrued and unpaid interest to the redemption date. At any time on or before February 1, 2022, CCIBV~~Indenture. The Company may ~~elect to~~ redeem up to 40% of the aggregate principal amount of the ~~CCIBV~~CCOH 7.75% Senior ~~Secured~~ Notes at ~~a redemption price equal~~any time prior to ~~106.625%~~April 15, 2024 using the net proceeds from certain equity offerings at 107.75% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equity offerings. In addition, during any twelve month period prior to February 1, 2022, CCIBV may redeem up to 10% of the ~~aggregate principal amount of the CCIBV~~CCOH 7.75% Senior ~~Secured Notes at a redemption price equal to 103% of the principal amount thereof, plus accrued and unpaid interest to the redemption date.~~

~~Certain Covenants~~Notes.

The ~~CCIBV~~CCOH 7.75% Senior ~~Secured~~ Notes Indenture contains covenants that limit ~~CCIBV's~~the Company’s ability and the ability of its restricted subsidiaries to, among other things: (i) ~~pay dividends, redeem stock~~incur or ~~make other distributions or investments; (ii) incur~~guarantee additional debt or issue certain preferred stock; (ii) redeem, purchase or retire subordinated debt; (iii) ~~transfer or sell assets;~~make certain investments; (iv) create ~~liens~~restrictions on ~~assets;~~the payment of dividends or other amounts from the Company’s restricted subsidiaries that are not Guarantors; (v) ~~engage in~~enter into certain transactions with affiliates; (vi) ~~create restrictions on dividends~~merge or ~~other payments by the restricted subsidiaries; and (vii) merge,~~ consolidate with another person, or sell or otherwise dispose of all or substantially all of ~~CCIBV's assets.~~the Company’s assets; (vii) sell certain assets, including capital stock of the Company’s subsidiaries; (viii) designate the Company’s subsidiaries as unrestricted subsidiaries; (ix) pay dividends, redeem or repurchase capital stock or make other restricted payments; and (x) incur certain liens.

CCOH 7.5% Senior Notes Due 2029

On June 1, 2021, the Company completed the sale of $1.05 billion aggregate principal amount of 7.5% Senior Notes due 2029 (the “CCOH 7.5% Senior Notes”) in a private placement to qualified institutional buyers under Rule 144A under the Securities Act and to persons outside the U.S. pursuant to Regulation S under the Securities Act.

On the same date, the Company entered into an indenture, dated as of June 1, 2021 (the “CCOH 7.5% Senior Notes Indenture”), by and among the Company, the Guarantors, and U.S. Bank National Association, as trustee.

The CCOH 7.5% Senior Notes mature on June 1, 2029 and bear interest at a rate of 7.5% per annum. Interest on the CCOH 7.5% Senior Notes is payable to the holders thereof semi-annually on June 1 and December 1 of each year, beginning on December 1, 2021.

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The CCOH 7.5% Senior Notes are guaranteed on a senior unsecured basis by certain of the Company’s wholly-owned existing and future domestic subsidiaries. The CCOH 7.5% Senior Notes (i) rank pari passu in right of payment with all existing and future senior indebtedness of the Company; (ii) are senior in right of payment to all of the future subordinated indebtedness of the Company and the Guarantors; (iii) are effectively subordinated to all of the Company’s and the Guarantors’ existing and future indebtedness secured by a lien, to the extent of the value of the collateral securing such debt; and (iv) are structurally subordinated to any existing and future obligations of any existing or future subsidiaries of the Company that do not guarantee the CCOH 7.5% Senior Notes, including all of the Company’s foreign subsidiaries.

The Company may redeem all or a portion of the CCOH 7.5% Senior Notes beginning on June 1, 2024 at the redemption prices set forth in the CCOH 7.5% Senior Notes Indenture. Prior to June 1, 2024, the Company may redeem all or a portion of the CCOH 7.5% Senior Notes at a redemption price equal to 100% of the principal amount of the CCOH 7.5% Senior Notes plus the “make-whole” premium described in the CCOH 7.5% Senior Notes Indenture. The Company may redeem up to 40% of the aggregate principal amount of the CCOH 7.5% Senior Notes at any time prior to June 1, 2024 using the net proceeds from certain equity offerings at 107.5% of the principal amount of the CCOH 7.5% Senior Notes.

The CCOH 7.5% Senior Notes Indenture contains covenants that limit the Company’s ability and the ability of its restricted subsidiaries to, among other things: (i) incur or guarantee additional debt or issue certain preferred stock; (ii) redeem, purchase or retire subordinated debt; (iii) make certain investments; (iv) create restrictions on the payment of dividends or other amounts from the Company’s restricted subsidiaries that are not Guarantors; (v) enter into certain transactions with affiliates; (vi) merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of the Company’s assets; (vii) sell certain assets, including capital stock of the Company’s subsidiaries; (viii) designate the Company’s subsidiaries as unrestricted subsidiaries; (ix) pay dividends, redeem or repurchase capital stock or make other restricted payments; and (x) incur certain liens.

Letters of Credit, Surety Bonds and Guarantees

As of September 30, ~~2020,~~2021, the Company had ~~$20.2~~$43.2 million of letters of credit outstanding under its Revolving Credit Facility, resulting in ~~$4.8~~$1.8 million of remaining excess availability. Additionally, the Company had ~~$67.6~~$60.6 million of letters of credit outstanding under its receivables-based credit facility, ~~(the "Receivables-Based Credit Facility"),~~ which had a borrowing base ~~less~~greater than its borrowing limit of $125.0 million, ~~limiting~~with total excess availability ~~to $16.5~~of $64.4 million. ~~Access to availability under these credit facilities is limited by the covenants relating to incurrence of secured indebtedness in the CCWH Senior Notes Indenture.~~ Additionally, as of September 30, ~~2020,~~2021, the Company had ~~$102.3~~$93.8 million and ~~$34.7~~$41.8 million of surety bonds and bank guarantees outstanding, respectively, a portion of which was supported by ~~$12.2~~$9.0 million of cash collateral. These letters of credit, surety bonds and bank guarantees relate to various operational matters, including insurance, bid, concession and performance bonds, as well as other items.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company and its subsidiaries are involved in certain legal proceedings arising in the ordinary course of business and, as required, have accrued an estimate of the probable costs for the resolution of those claims for which the occurrence of loss is probable and the amount can be reasonably estimated. These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. It is possible, however, that future 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. Additionally, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would 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, a large portion of the Company’s litigation arises in the following contexts: commercial disputes, employment and benefits related claims, land use and zoning, governmental fines, intellectual property claims and tax disputes.

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China Investigation

NaN former employees of Clear Media, a former indirect, non-wholly-owned subsidiary of the Company whose ordinary shares are listed on the Hong Kong Stock Exchange, have been convicted in China of certain crimes, including the crime of misappropriation of funds, and sentenced to imprisonment. The Company is not aware of any litigation, claim or assessment pending against the Company in relation to this investigation. Based on information known to date, the Company believes any contingent liabilities arising from potential misconduct that has been or may be identified by the investigation in China are not material to the Company’s consolidated financial statements.

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The Company advised both the SEC and the United States Department of Justice ("DOJ") of the investigation at Clear Media and is cooperating to provide documents, interviews and information to the agencies. Subsequent to the announcement that the Company was considering a strategic review of its stake in Clear Media, in March 2020, Clear Channel Outdoor Holdings received a subpoena from the staff of the SEC and a Grand Jury subpoena from the United States Attorney's Office for the Eastern District of New York, both in connection with the previously disclosed investigations. On April 28, 2020, the Company tendered the shares representing its 50.91% stake in Clear Media to Ever Harmonic, ~~Global Limited ("Ever Harmonic"),~~ a special-purpose vehicle wholly owned by a consortium of investors which includes the chief executive officer and an executive director of Clear Media, and on May 14, 2020, the Company received the final proceeds of the sale. In connection with the sale of its shares in Clear Media, the Company entered into an Investigation and Litigation Support Agreement with Clear Media and Ever Harmonic that requires Clear Media, if requested by the SEC and/or DOJ, to use reasonable efforts to timely provide relevant factual information to the SEC and/or DOJ, among other obligations.

The Clear Media investigation could implicate the books and records, internal controls and anti-bribery provisions of the U.S. Foreign Corrupt Practices Act, which statute and regulations provide for potential monetary penalties as well as criminal and civil sanctions. It is possible that monetary penalties and other sanctions could be assessed on the Company in connection with this matter. The nature and amount of any monetary penalty or other sanctions cannot reasonably be estimated at this time and could be qualitatively or quantitatively material to the Company.

In connection with this investigation, the SEC has also requested information regarding the Company’s historical oversight of its business in Italy and the misstatements and related forensic investigation, as described below. The Company is cooperating to provide documents and information responsive to the SEC inquiries and is voluntarily sharing the documents and information with the DOJ.

Italy Investigation

During the three months ended June 30, 2018, the Company identified misstatements associated with VAT obligations in its business in Italy, which resulted in an understatement of its VAT ~~obligation. These misstatements resulted in an understatement of other long-term liabilities~~obligation of $16.9 million as of December 31, 2017. ~~The effect of these misstatements is reflected in the historical financial statements in the appropriate periods.~~ Upon identification of these misstatements, the Company undertook certain procedures, including a forensic investigation. In addition, the Company voluntarily disclosed the matter and findings to the Italian tax authorities in order to commence a discussion on the appropriate calculation of the VAT position.

~~The current expectation is that~~In February 2021, the Company ~~may have to repay to~~negotiated a final settlement with the Italian tax ~~authority~~authorities to repay a substantial portion of the VAT previously applied as a credit in relation to the transactions under investigation, amounting to approximately ~~$20.4~~$21.7 million, including ~~estimated possible~~ penalties and interest. ~~As of September 30, 2020, the~~The Company had previously made payments of $8.1 million and applied VAT recoverable of $1.7 ~~million;~~million against the ~~timing~~outstanding balance. During the first nine months of 2021, the Company paid an additional $4.5 million, with the majority of the ~~remaining repayment has not been finalized. The ultimate~~residual amount to be paid ~~may differ from~~in quarterly installments over the ~~estimates, and such differences may be material.~~next four years.

NOTE 6 – INCOME TAXES

Income Tax Benefit ~~(Expense)~~

The Company’s income tax benefit ~~(expense)~~ for the three and nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 consisted of the following components:


(In thousands)	(In thousands)	Three Months Ended September 30,				Nine Months Ended September 30,				(In thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
		2020		2019		2020		2019			2021		2020		2021		2020
Current tax benefit (expense)	Current tax benefit (expense)	$	1,481	$	(3,626)	$	(16,319)	$	(47,439)	Current tax benefit (expense)	$	4,713	$	1,481	$	5,734	$	(16,319)
Deferred tax benefit (expense)		28,035		(26,510)		49,277		(11,367)
Income tax benefit (expense)		$	29,516	$	(30,136)	$	32,958	$	(58,806)
Deferred tax benefit										Deferred tax benefit	2,181		28,035		30,285		49,277
Income tax benefit										Income tax benefit	$	6,894	$	29,516	$	36,019	$	32,958

The effective tax rates for the three and nine months ended September 30, ~~2020~~2021 were 14.5% and 6.7%, respectively, compared to 17.8% and 5.5%, for the three and nine months ended September 30, 2020, respectively. ~~The effective rate in 2020 was~~These rates were primarily impacted by the valuation allowance recorded against current period deferred tax assets resulting from losses and interest expense carryforwards in the U.S. and certain foreign jurisdictions due to uncertainty regarding the Company’s ability to realize those assets in future periods. Additionally, during the nine months ended September 30, 2020, the Company recorded $59.5 million of tax expense as a result of selling its 50.91% stake in Clear Media.

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The effective tax rates for the three and nine months ended September 30, 2019 were (16.5)% and (17.6)%, respectively. The effective rate in 2019 was primarily impacted by the valuation allowance recorded against deferred tax assets resulting from losses and interest expense carryforwards in the U.S. and certain foreign jurisdictions due to uncertainty regarding the Company's ability to realize those assets in future periods.

On March 27, 2020, the Coronavirus Aid, Relief, and Economics Security Act (“CARES Act”) was signed into law in the U.S. to provide certain relief as a result of the COVID-19 pandemic. The CARES Act, among other things, relaxes the limitation for business interest deductions for 2019 and 2020 by allowing taxpayers to deduct interest up to the sum of 50% of adjusted taxable income (previously 30% of adjusted taxable income under the Tax Cuts and Jobs Act of 2017). Additionally, the CARES Act permits net operating loss carryovers to offset 100% of taxable income for taxable years beginning before 2021. As of September 30, 2020, the CARES Act did not have a significant impact on the Company’s effective tax rate.

NOTE 7 – PROPERTY, PLANT AND EQUIPMENT

The Company’s property, plant and equipment consisted of the following classes of assets as of September 30, ~~2020~~2021 and December 31, ~~2019:~~2020:


(In thousands)	(In thousands)	September 30, 2020		December 31, 2019		(In thousands)	September 30, 2021		December 31, 2020
Structures	Structures	$	2,331,957	$	2,832,797	Structures	$	2,339,960	$	2,378,124
Furniture and other equipment	Furniture and other equipment	236,152		234,183		Furniture and other equipment	252,693		244,913
Land, buildings and improvements	Land, buildings and improvements	151,420		149,889		Land, buildings and improvements	148,937		149,992
Construction in progress	Construction in progress	45,361		84,289		Construction in progress	38,261		42,366
		2,764,890		3,301,158
Property, plant and equipment, gross						Property, plant and equipment, gross	2,779,851		2,815,395
Less: Accumulated depreciation	Less: Accumulated depreciation	1,866,887		2,090,004		Less: Accumulated depreciation	(1,995,516)		(1,926,571)
Property, plant and equipment, net	Property, plant and equipment, net	$	898,003	$	1,211,154	Property, plant and equipment, net	$	784,335	$	888,824

NOTE 8 – 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 September 30, ~~2020~~2021 and December 31, ~~2019:~~2020:


(In thousands)	(In thousands)	September 30, 2020				December 31, 2019				(In thousands)	September 30, 2021				December 31, 2020
		Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Indefinite-lived permits	Indefinite-lived permits	$	826,528	$	—	$	965,863	$	—	Indefinite-lived permits	$	707,967	$	—	$	826,528	$	—
Transit, street furniture and other outdoor contractual rights	Transit, street furniture and other outdoor contractual rights	447,412		(384,740)		535,912		(451,021)		Transit, street furniture and other outdoor contractual rights	449,063		(396,790)		458,316		(398,186)
Permanent easements	Permanent easements	163,300		0		163,399		0		Permanent easements	164,718		—		162,900		—
Trademarks	Trademarks	83,569		(12,147)		83,569		(5,898)		Trademarks	83,569		(20,477)		83,569		(14,229)
Other	Other	1,921		(1,591)		5,352		(4,648)		Other	1,638		(1,448)		2,072		(1,691)
Total intangible assets	Total intangible assets	$	1,522,730	$	(398,478)	$	1,754,095	$	(461,567)	Total intangible assets	$	1,406,955	$	(418,715)	$	1,533,385	$	(414,106)

During the first quarter of 2020, the Company tested its intangible assets for impairment due to the expected negative financial statement impacts from COVID-19, including a reduction in projected cash flows. This testing indicated an impairment of indefinite-lived permits in our Americas segment resulting in a charge of $123.1 million recorded in the three months ended March 31, 2020. The ~~primary estimates and assumptions impacting the impairment were the aforementioned reductions in projected cash flows and an increased discount rate.~~

~~Additionally, the~~ Company performs its annual impairment test for indefinite-lived intangible assets as of July 1 of each year, and more frequently as events or changes in circumstances warrant, as described in the Company's ~~2019~~2020 Annual Report on Form 10-K. ~~Due~~

•During the first quarter of 2021, the Company tested its indefinite-lived permits for impairment due to an increase in the discount rate, resulting in an impairment charge of $119.0 million. The Company’s annual impairment test as of July 1, 2021 did not result in any additional impairment.

•During the first quarter of 2020, the Company tested its indefinite-lived permits for impairment due to expected negative financial statement impacts from COVID-19, resulting in an impairment charge of $123.1 million. The Company’s annual impairment test as of July 1, 2020 did not result in additional impairment; however, due to the continued impacts of COVID-19, the Company also tested its ~~intangible assets~~indefinite-lived permits for impairment at the end of the third quarter of ~~2020. The Company recognized~~2020, resulting in an additional impairment ~~charges~~charge of $17.5 ~~million and $5.3 million during the third quarters of 2020 and 2019, respectively, related to permits in multiple markets in its Americas segment.~~

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Goodwill

The following table presents changes in the goodwill balance for the ~~Company's~~Company’s segments during the nine months ended September 30, ~~2020:~~2021:

(In thousands) Americas Europe Other Consolidated
December 31, 2019(1)
$ 507,819 $ 185,641 $ 10,698 $ 704,158
Impairment 0 0 (9,746) (9,746)
Foreign currency 0 6,413 (952) 5,461
Balance as of September 30, 2020 $ 507,819 $ 192,054 $ 0 $ 699,873


(In thousands)	Americas		Europe		Other		Consolidated
Balance as of December 31, 2020(1)	$	507,819	$	201,818	$	—	$	709,637



Foreign currency	—		(9,727)		—		(9,727)

Balance as of September 30, 2021	$	507,819	$	192,091	$	—	$	699,910

(1)The balance at December 31, ~~2019~~2020 is net of cumulative impairments of $2.6 billion, $191.4 million and ~~$80.7~~$90.4 million for Americas, Europe and Other, respectively.

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The Company performs its annual impairment test for goodwill as of July 1 of each year as described in the Company's ~~2019~~2020 Annual Report on Form 10-K. ~~Due~~No goodwill impairment was recognized during the three or nine months ended September 30, 2021; however, due to the continued negative financial statement impacts of COVID-19, the Company ~~also tested its goodwill for impairment at the end of the third quarter of 2020, resulting in~~recorded an impairment charge of $9.7 million during the three and nine months ended September 30, 2020, representing the entire goodwill balance in the Company's Latin America business. ~~NaN goodwill impairment was recognized during the nine months ended 2019.~~

NOTE 9 ~~— RELATED PARTY TRANSACTIONS~~– COST-SAVINGS INITIATIVES

~~Prior~~Restructuring Plans to Reduce Headcount

During the third quarter of 2020, the Company committed to restructuring plans to reduce headcount in the Americas and Europe segments as well as in Latin America, primarily in response to the ~~Separation on May 1, 2019, under the Corporate Services Agreement between iHeartCommunications~~impact of COVID-19. The Americas plan and the ~~Company, iHeartCommunications provided management services to~~Latin America portion of the ~~Company. These services~~international plan were ~~charged to~~completed in 2020.

In Europe, the Company ~~based on actual direct~~is continuing to make relevant announcements to employees regarding the intended reduction in force and related cost reduction and restructuring actions. In April 2021, the Company revised its international restructuring plan to reflect delays in implementing the Europe portion of the plan and additional headcount reductions in Europe. The Company expects this revised plan to be substantially complete by the end of the first quarter of 2023 and estimates that total charges for the Europe portion of the international restructuring plan, which includes charges already incurred, will be in a range of approximately $51 million to $56 million. Substantially all charges related to this plan were or are expected to be severance benefits and related costs. The following table presents costs incurred ~~or allocated by iHeartCommunications based on headcount, revenue or other factors on a pro rata basis. For~~in the ~~four-month period ended April 30, 2019, the Company recorded $10.2 million as a component of corporate expenses for these services.~~

~~Upon consummation~~Company’s Europe segment in connection with this portion of the Separation, the Corporate Services Agreement was terminated, and iHeartMedia, iHeartMedia Management Services, Inc. (“iHM Management Services”), iHeartCommunications and the Company entered into a transition services agreement (the “Transition Services Agreement”), which ended on August 31, 2020. Under the Transition Services Agreement, iHM Management Services provided, or caused any member of the iHeart Group to provide, the Company with certain administrative and support services and other assistance. For the period from May 1, 2019 through September 30, 2019, the Company recorded $6.5 million as a component of corporate expenses for fees under the Transition Services Agreement, including $3.6 millionrestructuring plan during ~~the three months ended September 30, 2019. For~~ the three and nine months ended September 30, 2021 and 2020 and since the ~~Company recorded $0.1 million~~plan was initiated:


(In thousands)	Three Months Ended September 30,				Nine Months Ended September 30,				Total to date
	2021		2020		2021		2020		September 30, 2021
Costs incurred in Europe segment:
Direct operating expenses(1)	$	7,984	$	140	$	17,119	$	140	$	19,501
Selling, general and administrative expenses(1)	8,322		3,139		16,398		3,139		22,375
Total charges	$	16,306	$	3,279	$	33,517	$	3,279	$	41,876

(1)Costs are categorized as Restructuring and ~~$2.8 million, respectively, as a component~~other costs and are therefore excluded from Segment Adjusted EBITDA.

As of ~~corporate expenses for fees under the Transition Services Agreement.~~

Additionally, in accordance with the Master Agreement with iHeartCommunications, the Company allowed iHeartCommunications to use, without charge, Americas’ displays that the Company believed would otherwise be unsold; however, this arrangement ended when the Transition Services Agreement was terminated. The value of services provided under this arrangement was $2.6 million and $1.5 million during the three months ended September 30, ~~2020 and 2019, respectively, and $9.2 million and $5.2 million for~~2021, the total liability related to these restructuring plans was $28.0 million. The following table presents changes in the liability balance during the nine months ended September 30, ~~2020~~2021:


(In thousands)	Americas		Europe		Other		Corporate		Total
Liability balance as of December 31, 2020	$	2,533	$	2,455	$	—	$	818	$	5,806



Costs incurred	—		33,517		—		1,077		34,594
Costs paid or otherwise settled	(2,364)		(8,619)		—		(1,393)		(12,376)

Liability balance as of September 30, 2021	$	169	$	27,353	$	—	$	502	$	28,024

Other Restructuring Costs

In addition, during the three and ~~2019, respectively.~~nine months ended September 30, 2021, the Company incurred restructuring costs of $0.2 million and $1.7 million, respectively, in Corporate and $0.3 million and $0.4 million, respectively, in Europe related to termination benefits associated with cost-savings initiatives outside of the aforementioned restructuring plans. These other cost-savings initiatives have been substantially completed and paid as of September 30, 2021.

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NOTE 10 – NET LOSS PER SHARE

The following table presents the computation of net loss per share for the three and nine months ended September 30, ~~2020~~2021 and ~~2019:~~2020:


(In thousands, except per share data)	(In thousands, except per share data)	Three Months Ended September 30,				Nine Months Ended September 30,				(In thousands, except per share data)	Three Months Ended September 30,				Nine Months Ended September 30,
		2020		2019		2020		2019			2021		2020		2021		2020
Numerator:	Numerator:									Numerator:
Net loss attributable to the Company – common shares	Net loss attributable to the Company – common shares	$	(135,937)	$	(215,298)	$	(550,626)	$	(390,404)	Net loss attributable to the Company – common shares	$	(40,831)	$	(135,937)	$	(497,764)	$	(550,626)
Denominator:	Denominator:									Denominator:
Weighted average common shares outstanding – basic	Weighted average common shares outstanding – basic	464,858		463,049		464,268		396,202		Weighted average common shares outstanding – basic	469,234		464,858		467,994		464,268

Weighted average common shares outstanding – diluted	Weighted average common shares outstanding – diluted	464,858		463,049		464,268		396,202		Weighted average common shares outstanding – diluted	469,234		464,858		467,994		464,268
Net loss attributable to the Company per share of common stock:	Net loss attributable to the Company per share of common stock:									Net loss attributable to the Company per share of common stock:
Basic	Basic	$	(0.29)	$	(0.46)	$	(1.19)	$	(0.99)	Basic	$	(0.09)	$	(0.29)	$	(1.06)	$	(1.19)
Diluted	Diluted	$	(0.29)	$	(0.46)	$	(1.19)	$	(0.99)	Diluted	$	(0.09)	$	(0.29)	$	(1.06)	$	(1.19)

Outstanding equity awards of ~~11.6~~27.9 million and ~~9.6~~11.6 million shares for the three months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively, and ~~12.5~~25.5 million and ~~8.7~~12.5 million ~~shares~~ for the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively, were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive.

NOTE 11 — OTHER INFORMATION

~~Other Comprehensive Income (Loss)~~

There were 0 significant changes in deferred income tax liabilities resulting from adjustments to other comprehensive income (loss) during the three and nine months ended September 30, 2020. For the three and nine months ended September 30, 2019, the impact of pensions on deferred income tax liabilities resulted in an increase in other comprehensive loss of $0.1 million and a decrease in other comprehensive loss of $0.5 million, respectively.

Restricted Cash

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


(In thousands)	(In thousands)	September 30, 2020		December 31, 2019		(In thousands)	September 30, 2021		December 31, 2020
Cash and cash equivalents in the Balance Sheet	Cash and cash equivalents in the Balance Sheet	$	844,980	$	398,858	Cash and cash equivalents in the Balance Sheet	$	599,999	$	785,308

Restricted cash included in:	Restricted cash included in:					Restricted cash included in:
Other current assets	Other current assets	662		4,116		Other current assets	1,200		1,433

Other assets	Other assets	11,927		14,101		Other assets	7,635		8,320
Total cash, cash equivalents and restricted cash in the Statement of Cash Flows	Total cash, cash equivalents and restricted cash in the Statement of Cash Flows	$	857,569	$	417,075	Total cash, cash equivalents and restricted cash in the Statement of Cash Flows	$	608,834	$	795,061

~~Accrued Expenses~~Accounts Receivable and Allowance for Credit Losses

The following table discloses the components of ~~“Accrued expenses”~~“Accounts receivable, net,” as ofreported in the Consolidated Balance Sheets:


(In thousands)	September 30, 2021		December 31, 2020
Accounts receivable	$	561,931	$	500,372
Less: Allowance for credit losses	(24,673)		(32,043)
Accounts receivable, net	$	537,258	$	468,329

Credit loss expense (reversal) related to accounts receivable was $(0.3) million and $3.4 million during the three months ended September 30, 2021 and 2020, respectively, and ~~December 31, 2019:~~$(3.4) million and $15.3 million during the nine months ended September 30, 2021 and 2020, respectively.

(In thousands) September 30,
2020 December 31,
2019
Employee-related liabilities $ 109,315 $ 171,463
Rent 182,956 140,247
Accrued taxes 57,907 47,836
Other 91,533 144,393
Total accrued expenses $ 441,711 $ 503,939
Other Comprehensive Income (Loss)

There were no significant changes in deferred income tax liabilities resulting from adjustments to other comprehensive income (loss) during the three and nine months ended September 30, 2021 and 2020.

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~~Shareholder Rights Plan~~

On May 19, 2020, the Board of Directors adopted a shareholder rights plan to protect the interests of all Company shareholders. Pursuant to the rights plan, 1 right is issued for each share of common stock as of the close of business on May 29, 2020. The rights will generally become exercisable only if any person or group acquires 10% or more of the Company's common stock. The plan has a 360-day term, expiring on May 14, 2021.

Share-Based Compensation

On ~~October 20, 2020,~~May 5, 2021, the Company’s stockholders approved the adoption of the 2012 Second Amended and Restated Equity Incentive Plan (the “2021 Plan”), which amends and restates the 2012 Amended and Restated Stock Incentive Plan. The 2021 Plan is a broad-based incentive plan that provides for granting stock options, stock appreciation rights, restricted stock, restricted stock units, and performance-based cash and stock awards to any of the Company’s or its subsidiaries’ present or future directors, officers, employees, consultants, or advisers. The Company had 34,129,442 shares available for issuance under the 2021 Plan as of September 30, 2021, assuming a 100% payout of the Company’s outstanding performance stock units.

On July 27, 2021, the Compensation Committee of the Board of Directors approved grants of ~~10.1~~5.3 million restricted stock units ("RSUs") and ~~3.8~~2.1 million performance stock units ("PSUs") to certain of its employees.

•The RSUs generally vest in 3three equal annual installments on each of April 1, ~~2021,~~2022, April 1, ~~2022~~2023 and April 1, ~~2023,~~2024, provided that the recipient is still employed by or providing services to the Company on each vesting date.

•The PSUs will vest and become earned based on the achievement of the Company’s total shareholder return relative to the Company’s peer group (the “Relative TSR”) over a performance period commencing on ~~October~~July 1, ~~2020~~2021 and ending on March 31, ~~2023~~2024 (the “Performance Period”). If the Company achieves Relative TSR at the 90th percentile or higher, the PSUs will be earned at 150% of the target number of shares. If the Company achieves Relative TSR at the 60th percentile, the PSU will be earned at 100% of the target number of shares. If the Company achieves Relative TSR at the 30th percentile, the PSUs will be earned at 50% of the target number of shares. To the extent Relative TSR is between vesting levels, the portion of the PSUs that become vested will be determined using straight line interpolation. The PSUs are considered market condition awards pursuant to ASC Topic 260, Earnings Per Share.

~~NOTE 12 – Disposition~~Amendment to Shareholder Rights Plan

On ~~April 28, 2020, the Company tendered its 50.91% stake in Clear Media pursuant to a voluntary conditional cash offer made by and on behalf of Ever Harmonic Global Limited, and on~~ May 14, 2021, the Company’s Board of Directors approved an amendment to the Company’s existing shareholder rights plan (the “Rights Plan”), extending its expiration date from May 14, 2021 to April 15, 2022. All other terms and conditions of the Rights Plan adopted in May 2020 the Company received $253.1 million in cash proceeds from the sale of its shares in Clear Media. The Company recognized a gain on the sale of Clear Media of $75.2 million in the second quarter of 2020, which is recorded within "Other operating income (expense), net" on the Consolidated Statement of Comprehensive Loss.remain unchanged.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis of our financial condition and results of operations (“MD&A”) should be read in conjunction with the consolidated financial statements and related notes contained in Item 1 of this Quarterly Report on Form 10-Q and the Company's ~~2019~~2020 Annual Report on Form 10-K. All references in this Quarterly Report on Form 10-Q to the “Company,” “we,” “us” and “our” ~~refer~~are to Clear Channel Outdoor Holdings, Inc. and its consolidated subsidiaries, and all references to “CCOH” are to Clear Channel Outdoor Holdings, Inc. without its consolidated subsidiaries.

The MD&A is organized as follows:

•Overview – Discussion of the nature, key developments and trends of our business in order to provide context for the remainder of the MD&A.

•Results of Operations – ~~An analysis~~Analysis of our financial results of operations at the consolidated and segment levels.

•Liquidity and Capital Resources – Discussion of our cash flows, anticipated cash requirements, sources and uses of capital and liquidity and debt ~~covenants and guarantor subsidiaries.~~covenants.

•Critical Accounting Estimates – Discussion of accounting estimates that we believe are most important to understanding the assumptions and judgments incorporated in our consolidated financial statements.

This discussion contains forward-looking statements that are subject to risks and uncertainties, and actual results may differ materially from those contained in any forward-looking statements. See “Cautionary Statement Concerning Forward-Looking Statements” contained at the end of this MD&A.

OVERVIEW

~~Format of Presentation~~

Prior to the Separation from iHeartMedia and iHeartCommunications on May 1, 2019, the historical financial statements of the Company consisted of the carve-out financial statements of the Outdoor Business of CCH and its subsidiaries and excluded the portion of the radio businesses that had historically been owned by CCH and reported as part of iHeartMedia’s iHM segment. CCH, which was a holding company prior to the Separation, had no independent assets or operations. Upon the Separation and the transactions related thereto, the Company’s only assets, liabilities and operations were those of the Outdoor Business.

~~Certain prior period amounts included herein have been reclassified to conform to the 2020 presentation.~~

Description of Our Business

Our revenue is derived from selling advertising space on the displays we own or operate in key markets worldwide, consisting primarily of billboards, street furniture and transit displays. We changed our presentation of segment information during the first quarter of 2020 to reflect changes in the way the business is managed and resources are allocated by the Company's CODM. Effective January 1, 2020, there arehave two reportable business ~~segments:~~segments, which we believe reflect how the Company is currently managed: Americas, which ~~includes~~consists of operations primarily in the U.S., and Europe, which consists of operations in Europe and Singapore. Our remaining operating segments, which include China ~~(before~~for periods before its sale ~~as described under "Executive Summary" below)~~on April 28, 2020 and Latin America, do not meet the quantitative thresholds to qualify as reportable segments and are disclosed as ~~"Other." We have conformed the~~“Other.” Each segment ~~disclosures for prior periods~~provides out-of-home advertising services in ~~this MD&A~~its respective geographic region using various digital and throughout this Quarterly Report on Form 10-Q to the 2020 presentation. Refer to Note 2 to our Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional details regarding our segments.traditional display types.

Macroeconomic Indicators, Seasonality and Recent Developments

Advertising revenue for our ~~segments~~business is highly correlated to changes in gross domestic product (“GDP”) as advertising spending has historically trended in line with GDP, both domestically and internationally. Additionally, our international results are impacted by the economic conditions in the foreign markets in which we have operations and fluctuations in foreign currency exchange rates.

~~The Company~~We typically ~~experiences its~~experience our lowest financial performance in the first quarter of the calendar year, ~~with our international businesses historically experiencing a loss from operations in that period. This~~which is generally offset during the remainder of the year as our ~~international businesses~~business typically ~~experience their~~experiences its strongest performance in the second and fourth quarters of the calendar year. However, as described below, our financial performance in 2020 and 2021 has been ~~severely~~negatively impacted by COVID-19. The extent to which COVID-19 will impact our results for the remainder of the year will depend on future developments, which remain uncertain.

COVID-19 Update

~~In March~~As described in our 2020 ~~the COVID-19 outbreak was characterized as a pandemic by the World Health Organization. The pandemic is still ongoing as of the filing date of this Quarterly~~Annual Report on Form ~~10-Q.~~10-K, COVID-19 had a significant adverse impact on our results of operations starting in March 2020, with the severity of the negative impacts on out-of-home metrics, travel patterns, consumer behavior and economic activity fluctuating throughout the remainder of the year based on the evolving nature of COVID-19 developments in each geographic region. In the first quarter of 2021, we continued to see revenues remain significantly below historic norms throughout our business; however, we saw positive trends in revenue for each of our segments during the second and third quarters as mobility levels continued to increase.

Our results for the third quarter reflect both year-over-year and sequential quarter increases in revenue.

•In our Americas segment, we saw increases in revenue across all products, largely driven by strength in our billboard inventory and growth in revenue from digital displays. Additionally, during the third quarter we saw strength in airport display revenue as traveling began to rebound.

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COVID-19 initially caused unprecedented worldwide lock-downs, significant travel and transportation restrictions in airports and transit systems, a significant reduction in time spent out-of-home by consumers, reductions in consumer spending and volatile economic conditions and business disruptions across the globe. Starting in March, we observed:

•~~Lock-downs limiting~~In our Europe segment, the ~~behavior and movement of consumers and target audiences, which caused a significant decrease in out-of-home audience metrics indicating a reduction in consumer advertising display engagement;~~

•~~A sharp decline in customer bookings, including both national and local buying as customers deferred advertising buying decisions and reduced marketing spend;~~

•~~An unprecedented level of requests to defer, revise or cancel sales contracts as customers sought to conserve cash; and~~

•~~Customers forced to close their businesses temporarily or permanently.~~

~~As lock-downs and restrictions lifted, the negative impacts~~relaxation of COVID-19 ~~began~~restrictions and increased vaccination levels have led to ~~lessen during~~significant improvements in our revenue performance, particularly in the ~~last weeks of the second quarter, and we saw an increase in mobility, traffic and other out-of-home metrics, including from our own RADAR data movement platform.~~

During the third quarter, out-of-home metrics, travel patterns, consumer behavior and economic activity improved to varying degrees across our global platform, resulting in a sequential growth in revenues; however, third quarterU.K. where revenues ~~remained significantly below historic norms in both our Americas and Europe segments. As lock-downs lifted in~~exceeded 2019 levels. Throughout Europe we saw a strong ~~rebound~~performance in ~~bookings from~~our street furniture and retail displays.

Currently, the ~~historic lows of the second quarter. Our Americas segment improved as well, but~~gap to a lesser extent as its second quarter lows were less severe than Europe's. While better than the second quarter, our Latin America business continued to be severely constrained during the third quarter.

~~So far in the fourth quarter, our Americas segment customer~~normalized quarterly booking activity is ~~slightly better when compared~~narrowing as most business segment activity is approaching historical seasonal levels. However, in certain instances we continue to the bookings seen in the third quarter. The recent mobility restrictions in European countries, including France and the U.K., have created significant volatility in our Europe segment booking activity. Both our Americas and Europe segments are experiencingexperience customer advertising buying decisions later in the buying cycle, ~~which can delay bookings and impact weekly levels of booking activity. Latin America bookings are showing improvement but continue to be severely constrained.~~

~~The duration and severity of COVID-19's impacts continue to evolve and remain unknown. It remains unclear whether the positive out-of-home metric momentum that we saw~~particularly in the third quarter will hold through the fourth quarter and beyond, and when we will see stabilized out-of-home metrics translate into a return to typical out-of-home advertising buying levels. The resurgence in COVID-19 cases we are experiencing in the fourth quarter is causing certain restrictions to be reinstated, which may cause the positive momentum of the third quarter to slow down or be reversed.Europe.

Since the onset of the pandemic, we have taken various measures to increase our liquidity and preserve and strengthen our financial flexibility, including aggressive operating cost and capital expenditure savings initiatives, a restructuring ~~plan~~plans to reduce headcount and other targeted liquidity ~~measures, as further described under "Liquidity and Capital Resources" below.~~

Wemeasures. As our operating performance improves, we continue to reassess and modify these actions accordingly, including ceasing certain temporary operating cost savings initiatives and increasing our investment in our business through additional capital expenditures. However, the duration and severity of COVID-19 continue to evolve and remain uncertain, and the extent to which COVID-19 will ultimately impact our results continues to depend on future developments, including the pace of vaccine distribution and vaccine effectiveness, government responses to future outbreaks, the spread of variants, and global macro-economic consequences, including inflationary pressure. The curtailed customer demand we have experienced as a result of COVID-19 could continue to materially adversely impact our business, results of operations and overall financial performance in future periods, and we will consider ~~other~~implementing additional cost savings initiatives in order to better align our operating expense base with revenues and to provide additional financial flexibility as circumstances warrant. However, the extent to which COVID-19 will ultimately impact our results will depend on future developments, which are highly uncertain, and the curtailed customer demand we have experienced and are continuing to experience could materially adversely impact our business, results of operations and overall financial performance in future periods. See "Risk Factors" in Item 1A of Part II of this Form 10-Q for further discussion of the possible impact of the COVID-19 pandemic on our business.

Executive Summary

The key developments in our business during the ~~three and~~ nine months ended September 30, ~~2020~~2021 are summarized below:

•Consolidated revenue ~~decreased 31.5% and 32.3% during~~increased 14.1% as we continue to recover from COVID-19’s impacts.

•During the ~~three and~~ nine months ended September 30, ~~2020, respectively, as compared to the same periods~~2021, we recognized reductions of ~~2019. Excluding the impact from movements in foreign exchange rates, consolidated revenue decreased 33.1%~~expense for negotiated rent abatements and 32.2%, respectively. COVID-19's extensive impact on the global advertising market severely reduced our performance in both Americas and Europe in 2020; however, excluding the impact from movements in foreign exchange rates, consolidated revenue sequentially grew during the three months ended September 30, 2020.

•On April 28, 2020, we sold our stake in Clear Media, our former indirect, non-wholly owned subsidiary based in China, for $253.1 million. In October 2020, we paid $23.3 million of taxes to the Chinese taxing authorities related to the sale.

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•In May 2020, CCIBV, our indirect wholly-owned subsidiary, issued a promissory note, which was transferred to the holder of our Preferred Stock in exchange for the Preferred Stock, which remains outstanding and held by one of our subsidiaries and is eliminated in consolidation. This promissory note was repaid in full in August 2020.

•~~In August 2020, CCIBV issued $375 million aggregate principal amount of 6.625% Senior Secured Notes due 2025 (the "CCIBV Senior Secured Notes").~~

•We have taken a number of additional liquidity measures in 2020, including making a cautionary draw of $150 million under our Revolving Credit Facility and amending our senior credit agreement to suspend the springing financial covenant of the Revolving Credit Facility and delay the timing of the financial covenant step-down.

•~~During the three and nine months ended September 30, 2020, we received~~ European governmental support and wage subsidies ~~in response to COVID-19~~ of ~~$7.2~~$78.9 million and ~~$14.7~~$13.1 million, ~~respectively, which have been recorded as reductions in compensation and rent costs. We expect to receive further assistance in the fourth quarter.~~respectively.

•In ~~September 2020,~~February, we ~~committed~~issued $1.0 billion aggregate principal amount of 7.75% Senior Notes due 2028 (the "CCOH 7.75% Senior Notes"). In March, we used the net proceeds from this issuance to aredeem $940.0 million aggregate principal amount of the 9.25% Senior Notes due 2024 (the “CCWH Senior Notes”).

•In April, we revised the Europe portion of our international restructuring plan. We expect this portion of the plan to ~~reduce headcount~~be substantially complete by the end of the first quarter of 2023 with total charges, including charges already incurred, in ~~Europe~~a range of approximately $51 million to $56 million and ~~Latin America, which we expect~~ to result in pre-tax ~~annualized~~annual cost savings in excess of ~~approximately $20~~$28 million. ~~Also, during~~During the ~~third quarter,~~nine months ended September 30, 2021, we ~~began a similar restructuring plan in our Americas segment with expected annualized pre-tax cost savings~~incurred $33.5 million of approximately $7 million. In conjunction with these plans, we expect an additional annualized pre-tax cost savings of approximately $5 million in our Corporate operations. We incurred a combined $7.2 million in restructuring and other costs pursuant to ~~these plans as of~~this plan.

•In May, we entered into a second amendment to the Senior Secured Credit Agreement to, among other things, extend the suspended springing financial covenant through December 31, 2021 and further delay the scheduled financial covenant step-down until September 30, ~~2020.~~2022.

•In June, we issued $1.05 billion aggregate principal amount of 7.5% Senior Notes due 2029 (the “CCOH 7.5% Senior Notes”) and used the net proceeds from this issuance to redeem the remaining outstanding CCWH Senior Notes. Additionally, a non-guarantor European subsidiary borrowed approximately $34.7 million, at current exchange rates, through a state-guaranteed loan program established in response to COVID-19.

RESULTS OF OPERATIONS

The discussion of our results of operations is presented on both a consolidated and segment basis. ~~Beginning in 2020, our~~

•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, which are defined as costs associated with cost-saving initiatives such as severance, consulting and termination costs and other special costs. The material components of Segment Adjusted EBITDA are discussed below on both a consolidated and segment basis.

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

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Revenue and expenses “excluding the impact of movements in foreign exchange rates” in this MD&A are presented because management believes that viewing certain financial results without the impact of fluctuations in foreign currency rates facilitates period-to-period comparisons of business performance and provides useful information to investors. Revenue and expenses “excluding the impact of movements in foreign exchange rates” are calculated by converting the current period’s revenue and expenses in local currency to U.S. dollars using average foreign exchange rates for the comparable period.

Due to seasonality and uncertainty surrounding COVID-19, ~~and the sale of our Clear Media business,~~ as previously described in the "Overview" discussion, the results for the interim period are not indicative of expected results for the full year.

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Consolidated Results of Operations

The comparison of our historical results of operations for the three and nine months ended September 30, ~~2020~~2021 to the three and nine months ended September 30, ~~2019~~2020 is as follows:


(In thousands)	(In thousands)	Three Months Ended September 30,				%	Nine Months Ended September 30,				%	(In thousands)	Three Months Ended September 30,				%	Nine Months Ended September 30,				%
		2020		2019		Change	2020		2019		Change		2021		2020		Change	2021		2020		Change
Revenue	Revenue	$	447,505	$	653,447	(31.5)%	$	1,313,220	$	1,938,578	(32.3)%	Revenue	$	596,416	$	447,505	33.3%	$	1,498,406	$	1,313,220	14.1%
Operating expenses:	Operating expenses:											Operating expenses:
Direct operating expenses (excludes depreciation and amortization)	Direct operating expenses (excludes depreciation and amortization)	290,610		358,156		(18.9)%	895,432		1,069,012		(16.2)%	Direct operating expenses (excludes depreciation and amortization)	324,707		290,610		11.7%	914,221		895,432		2.1%
Selling, general and administrative expenses (excludes depreciation and amortization)	Selling, general and administrative expenses (excludes depreciation and amortization)	106,871		129,162		(17.3)%	330,263		386,849		(14.6)%	Selling, general and administrative expenses (excludes depreciation and amortization)	118,158		106,871		10.6%	328,593		330,263		(0.5)%
Corporate expenses (excludes depreciation and amortization)	Corporate expenses (excludes depreciation and amortization)	30,719		37,535		(18.2)%	99,722		105,056		(5.1)%	Corporate expenses (excludes depreciation and amortization)	41,806		30,719		36.1%	113,576		99,722		13.9%
Depreciation and amortization	Depreciation and amortization	62,427		76,226		(18.1)%	204,372		231,476		(11.7)%	Depreciation and amortization	65,600		62,427		5.1%	190,019		204,372		(7.0)%
Impairment charges	Impairment charges	27,263		5,300		414.4%	150,400		5,300		2,737.7%	Impairment charges	—		27,263			118,950		150,400

Other operating income (expense), net		(5,528)		620			58,051		(1,632)
Other operating expense (income), net												Other operating expense (income), net	(2,422)		5,528			(4,045)		(58,051)
Operating income (loss)	Operating income (loss)	(75,913)		47,688		(259.2)%	(308,918)		139,253		(321.8)%	Operating income (loss)	48,567		(75,913)			(162,908)		(308,918)
Interest expense, net	Interest expense, net	90,551		106,776			269,435		329,610			Interest expense, net	(84,276)		(90,551)			(267,211)		(269,435)
Loss on extinguishment of debt	Loss on extinguishment of debt	(5,389)		(96,271)			(5,389)		(101,745)			Loss on extinguishment of debt	—		(5,389)			(102,757)		(5,389)
Loss on Due from iHeartCommunications		—		—			—		(5,778)
Other income (expense), net	Other income (expense), net	6,493		(26,874)			(16,886)		(36,642)			Other income (expense), net	(11,973)		6,493			(1,788)		(16,886)
Loss before income taxes	Loss before income taxes	(165,360)		(182,233)			(600,628)		(334,522)			Loss before income taxes	(47,682)		(165,360)			(534,664)		(600,628)
Income tax benefit (expense)		29,516		(30,136)			32,958		(58,806)
Income tax benefit												Income tax benefit	6,894		29,516			36,019		32,958
Consolidated net loss	Consolidated net loss	(135,844)		(212,369)			(567,670)		(393,328)			Consolidated net loss	(40,788)		(135,844)			(498,645)		(567,670)
Less amount attributable to noncontrolling interest	Less amount attributable to noncontrolling interest	93		2,929			(17,044)		(2,924)			Less amount attributable to noncontrolling interest	43		93			(881)		(17,044)
Net loss attributable to the Company	Net loss attributable to the Company	$	(135,937)	$	(215,298)		$	(550,626)	$	(390,404)		Net loss attributable to the Company	$	(40,831)	$	(135,937)		$	(497,764)	$	(550,626)

Consolidated Revenue

Consolidated revenue ~~decreased $205.9~~increased $148.9 million, or ~~31.5%~~33.3%, during the three months ended September 30, ~~2020~~2021 compared to the same period of ~~2019.~~2020. Excluding the ~~$10.1~~$6.7 million impact of movements in foreign exchange rates, consolidated revenue ~~decreased $216.0~~increased $142.2 million, or ~~33.1%~~31.8%. During the third quarter of 2020, revenue throughout our business was adversely affected by COVID-19. As lockdowns have been lifted and mobility levels have increased in 2021, we have seen corresponding increases in revenue across our portfolio.

Consolidated revenue ~~decreased $625.4~~increased $185.2 million, or ~~32.3%~~14.1%, during the nine months ended September 30, ~~2020~~2021 compared to the same period of ~~2019.~~2020. Excluding the ~~$2.0~~$42.5 million impact of movements in foreign exchange rates, consolidated revenue ~~decreased $623.4~~increased $142.7 million, or ~~32.2%~~10.9%.

~~The decrease in consolidated revenue for both~~ As we continue to recover from the ~~three and nine month periods is primarily due to the significant~~ adverse ~~impacts~~effects of COVID-19, onwe have seen increases in revenue across our ~~business. Also contributing to~~products, with the ~~decrease~~exception of our transit business, including airports, which was the most significantly impacted by lockdowns and mobility restrictions resulting from COVID-19. This increase in ~~consolidated~~ revenue was partially offset by the sale of our Clear Media business on April 28, 2020.

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Consolidated Direct Operating Expenses

Consolidated direct operating expenses ~~decreased $67.5~~increased $34.1 million, or ~~18.9%~~11.7%, during the three months ended September 30, ~~2020~~2021 compared to the same period of ~~2019.~~2020. Excluding the ~~$7.2~~$4.2 million impact of movements in foreign exchange rates, consolidated direct operating expenses increased $29.9 million, or 10.3%, mainly due to higher site lease expense driven by higher revenue and higher charges related to our restructuring plans to reduce headcount.

Consolidated direct operating expenses increased $18.8 million, or 2.1%, during the nine months ended September 30, 2021 compared to the same period of 2020. Excluding the $37.5 million impact of movements in foreign exchange rates, consolidated direct operating expenses decreased ~~$74.7~~$18.7 million, or ~~20.9%.~~2.1%, driven by the sale of our Clear Media business and higher negotiated rent abatements. These decreases were partially offset by higher variable rent related to higher revenue, higher charges related to our restructuring plans to reduce headcount, and higher employee compensation costs as we ceased certain temporary operating cost savings initiatives and experienced a reduction in European governmental wage subsidies.

~~Consolidated~~The following table provides additional information about certain of the drivers of consolidated direct operating expenses ~~decreased $173.6~~for the three and nine months ended September 30, 2021 and 2020:


(In thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Reductions of consolidated rent expense on lease and non-lease contracts due to negotiated rent abatements	$	21,617	$	23,766	$	78,873	$	53,145
European governmental support and wage subsidies(1)	5,474		5,609		10,397		9,767
Restructuring and other costs(2)	8,087		1,363		18,066		2,408

(1)Includes rent subsidies of $5.4 million ~~or 16.2%,~~and $3.9 million during the three months ended September 30, 2021 and 2020, respectively, and $8.7 million and $3.9 million during the nine months ended September 30, 2021 and 2020, ~~compared to the same period of 2019. Excluding the $4.9 million impact of movements in foreign exchange rates, consolidated direct operating expenses decreased $168.6 million, or 15.8%.~~

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~~The decrease in consolidated direct operating expenses~~(2)Includes severance and related costs for ~~both the three~~our restructuring plans to reduce headcount of $8.0 million and nine month periods is largely due to lower site lease and other direct operating expenses throughout our business, mainly driven by lower revenue and renegotiated contracts with landlords and municipalities to better align fixed site lease expenses with reductions in revenue. We recognized reductions of rent expense on lease and non-lease contracts due to negotiated rent abatements of $23.8 million~~and $53.1~~$17.1 million during the three and nine months ended September 30, ~~2020, respectively. Additionally, direct employee compensation costs were lower driven by global cost saving initiatives implemented by the Company in response to COVID-19~~2021, respectively, and ~~the receipt of European governmental support and wage subsidies totaling $5.6 million and $9.8~~$0.5 million during the three and nine months ended September 30, ~~2020, respectively. Also contributing to the decrease in consolidated direct operating expenses was the sale of our Clear Media business.~~2020.

Restructuring and other costs included within consolidated direct operating expenses were $1.4 million and $0.6 million during the three months ended September 30, 2020 and 2019, respectively, and $2.4 million and $1.0 million during the nine months ended September 30, 2020 and 2019, respectively. Included within restructuring and other costs for the nine months ended September 30, 2020 were severance costs of $0.5 million related to the restructuring plans to reduce headcount.

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

Consolidated SG&A expenses ~~decreased $22.3~~increased $11.3 million, or ~~17.3%~~10.6%, during the three months ended September 30, ~~2020~~2021 compared to the same period of ~~2019.~~2020. Excluding the ~~$2.1~~$1.3 million impact of movements in foreign exchange rates, consolidated SG&A expenses increased $10.0 million, or 9.4%, driven by higher employee compensation costs due to improvements in operating performance and higher charges related to our restructuring plans to reduce headcount.

Consolidated SG&A expenses decreased $1.7 million, or 0.5%, during the nine months ended September 30, 2021 compared to the same period of 2020. Excluding the $11.4 million impact of movements in foreign exchange rates, consolidated SG&A expenses decreased ~~$24.4~~$13.1 million, or ~~18.9%.~~3.9%, driven by the sale of our Clear Media business and lower credit loss expense related to our recovery from COVID-19. These decreases were partially offset by higher charges related to our restructuring plans to reduce headcount and higher employee compensation costs driven by improvements in operating performance, net of savings from headcount reductions.

~~Consolidated~~The following table provides additional information about certain of the drivers of consolidated SG&A expenses ~~decreased $56.6 million, or 14.6%, during~~for the three and nine months ended September 30, ~~2020 compared~~2021 and 2020:


(In thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
European governmental support and wage subsidies	$	855	$	1,548	$	2,685	$	4,743
Restructuring and other costs(1)	9,144		5,538		17,934		8,597

(1)Includes severance and related costs for our restructuring plans to ~~the same period~~reduce headcount of ~~2019. Excluding the $2.6 million impact of movements in foreign exchange rates, consolidated SG&A expenses decreased $54.0 million, or 14.0%.~~

The decrease in consolidated SG&A expenses for both the three and nine month periods is largely due to lower employee compensation costs driven by operating cost savings initiatives implemented by the Company in response to COVID-19, including reductions in salaries, bonuses and employee hours, as well as hiring freezes and furloughs; European governmental support and wage subsidies totaling $1.5$8.3 million and ~~$4.7~~$16.4 million during the three and nine months ended September 30, ~~2020, respectively;~~2021, respectively, and ~~lower revenue. Also contributing to the decrease in consolidated SG&A expenses was the sale of our Clear Media business.~~

~~Restructuring and other costs included within consolidated SG&A expenses were $5.5 million and $2.7~~$4.8 million during the three and nine months ended September 30, 2020 and 2019, respectively, and $8.6 million and $7.9 million during the nine months ended September 30, 2020 and 2019, respectively. Included within restructuring and other costs for the nine months ended September 30, 2020 were severance costs of $4.8 million related to the restructuring plans to reduce headcount.2020.

Corporate Expenses

Corporate expenses ~~decreased $6.8~~increased $11.1 million, or ~~18.2%~~36.1%, during the three months ended September 30, ~~2020~~2021 compared to the same period of ~~2019.~~2020. Excluding the ~~$0.3~~$0.6 million impact of movements in foreign exchange rates, corporate expenses ~~decreased $7.2~~increased $10.5 million, or ~~19.1%~~34.2%. This was largely driven by lower employee compensation expense from operating cost savings initiatives and a decrease in operating performance, as well as lower costs incurred related to the investigation in China, partially offset by incremental stand-alone costs associated with the build-out

Table of ~~new corporate functions after the Separation.~~Contents

Corporate expenses ~~decreased $5.3~~increased $13.9 million, or ~~5.1%~~13.9%, during the nine months ended September 30, ~~2020~~2021 compared to the same period of ~~2019.~~2020. Excluding the ~~$0.2~~$3.0 million impact from movements in foreign exchange rates, corporate expenses ~~decreased $5.1~~increased $10.8 million, or ~~4.9%~~10.9%. ~~This was~~

These increases were largely driven by ~~lower employee~~higher variable incentive compensation ~~expense from operating cost savings initiatives and a decrease~~related to improvements in operating performance ~~lower costs incurred related to the investigation in China,~~ and ~~lower~~higher share-based compensation. ~~These decreases were partially offset by incremental stand-alone costs associated with the build-out of new corporate functions after the Separation and higher professional fees and consulting costs.~~

~~Restructuring~~The following table provides information about restructuring and other costs included within corporate expenses ~~were $2.3 million~~for the three and ~~$8.7 million during the three~~nine months ended September 30, ~~2020~~2021 and ~~2019, respectively,~~2020:


(In thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Restructuring and other costs(1)	$	1,498	$	2,345	$	8,612	$	10,676

(1)Includes severance and ~~$10.7 million and $19.1~~related costs for our restructuring plans to reduce headcount of $1.1 million during the nine months ended September 30, ~~2020~~2021 and ~~2019, respectively. Included within restructuring~~$1.9 million during the three and ~~other costs for the~~ nine months ended September 30, ~~2020 were severance costs of $1.9 million related to the restructuring plans to reduce headcount.~~2020.

Depreciation and Amortization

Depreciation and amortization ~~decreased $13.8~~increased $3.2 million, or ~~18.1%~~5.1%, during the three months ended September 30, ~~2020~~2021 compared to the same period of ~~2019.~~2020. Excluding the ~~$1.0~~$0.6 million impact of movements in foreign exchange rates, depreciation and amortization increased $2.6 million, or 4.2%.

Depreciation and amortization decreased $14.4 million, or 7.0%, during the nine months ended September 30, 2021 compared to the same period of 2020. Excluding the $4.3 million impact of movements in foreign exchange rates, depreciation and amortization decreased ~~$14.8~~$18.7 million, or ~~19.4%.~~

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~~Depreciation and amortization decreased $27.1 million, or 11.7%~~9.1%, ~~during the nine months ended September 30, 2020 compared to the same period of 2019. Excluding the $1.0 million impact of movements in foreign exchange rates, depreciation and amortizationdecreased $26.1 million, or 11.3%.~~

~~The decrease in depreciation and amortization for both the three and nine month periods was largely~~mainly driven by the sale of our Clear Media ~~business, with the remaining decrease due to lower capital expenditures.~~business.

Impairment Charges

~~During~~We recognized impairment charges of $119.0 million and $150.4 million during the ~~three~~nine months ended September 30, 2021 and 2020, ~~we recorded impairment charges of $27.3 million related to indefinite-lived permits~~respectively, driven by increases in ~~our Americas segment~~the discount rate and ~~goodwill allocated to our Latin America business. The impairment charges were primarily due to~~ reductions in projected cash flows related to the ~~expected~~ negative impacts of COVID-19 on our financial ~~statement impacts from COVID-19.~~ statements, as follows:

•During the ~~three months ended September 30, 2019,~~first quarter of 2021, we recognized ~~$5.3 million in~~ impairment charges of $119.0 million related to ~~permits in~~ our Americas ~~segment.~~indefinite-lived permits.

~~Additionally, during~~•During the ~~three months ended March 31,~~first and third quarters of 2020, we recognized impairment charges of $123.1 million ~~on indefinite-lived permits in multiple markets of~~and $17.5 million, respectively, related to our Americas ~~segment, driven by reductions in projected cash flows related to~~indefinite-lived permits. During the ~~expected negative financial statement impacts from COVID-19, as well as an increased discount rate.~~

~~Refer to Note 8~~third quarter of 2020, we also impaired the goodwill allocated to our ~~Consolidated Financial Statements included~~Latin America business, resulting in ~~Item 1~~$9.7 million of ~~Part I of this Quarterly Report on Form 10-Q for a further description of these~~additional impairment charges. ~~As expectations and projections of the financial statement impacts from COVID-19 are revised, our estimates and assumptions may change, and additional impairments may be recognized in future periods.~~

Other Operating ~~Income (Expense)~~Expense (Income), Net

For the three months ended September 30, ~~2020~~2021 and ~~2019,~~2020, we recognized other operating income, net, of $2.4 million and other operating expense, net, of $5.5 ~~million and other operating income, net, of $0.6~~ million, respectively.

For the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, we recognized other operating income, net, of $4.0 million and $58.1 million, ~~and other operating expense, net, of $1.6 million,~~ respectively. ~~In the second quarter of~~The income in 2020 ~~we recognized~~was primarily driven by a gain on the sale of our Clear Media business of $75.2 million, partially offset by legal costs and consulting fees incurred related to the sale.

Interest Expense, Net

Interest expense, net, decreased ~~$16.2 million and $60.2~~$6.3 million during the three ~~and~~months ended September 30, 2021 compared to the same period of 2020, primarily driven by the refinancing of the CCWH Senior Notes during the first half of 2021.

Interest expense, net, decreased $2.2 million during the nine months ended September 30, ~~2020, respectively,~~2021 compared to the same ~~periods~~period of ~~2019.~~2020. This decrease was ~~primarily~~ driven by ~~the~~ lower ~~rates of~~ interest on ~~the new debt from the August 2019 refinancing and,~~our Term Loan Facility due to a ~~lesser extent,~~favorable change in the ~~redemption of a portion of our CCWH Senior Notes in July 2019. For the nine month period,~~ interest ~~expense was also higher in 2019 due to the overlapping period between the close of the February 2019 debt refinancing transaction and the redemption date of the old debt. This was~~rate, partially offset by the issuance of the ~~CCIBV~~Clear Channel International B.V. 6.625% Senior Secured Notes due 2025 (the “CCIBV Senior Secured Notes”) in August ~~2020 and the draw under our Revolving Credit Facility in March~~ 2020.

Loss on Extinguishment of Debt

During the nine months ended September 30, 2021, we recognized a loss on extinguishment of debt of $102.8 million related to the redemption of the CCWH Senior Notes. We did not extinguish any debt during the three months ended September 30, 2021.

During the three and nine months ended September 30, 2020, we recognized a loss on extinguishment of debt of $5.4 million related to the repayment of the CCIBV Promissory Note in August 2020.

~~During the three and nine months ended September 30, 2019, we recognized losses on extinguishment~~

Table of debt of $96.3 million and $101.7 million, respectively, related to the August 2019 debt refinancing and partial redemption of the CCWH Senior Notes and, for the nine month period, the February 2019 debt refinancing.Contents

~~Loss on Due from iHeartCommunications~~

Pursuant to the Separation Agreement, the note payable by iHeartCommunications to the Company was canceled upon Separation, and we received a recovery of approximately $149.0 million in cash. This resulted in a $5.8 million loss recognized during the three months ended June 30, 2019.

Other Income (Expense), Net

For the three months ended September 30, ~~2020~~2021 and ~~2019,~~2020, we recognized other expense, net, of $12.0 million and other income, net, of $6.5 ~~million and other expense, net, of $26.9~~ million, respectively, primarily related to net foreign exchange gains and losses recognized in connection with intercompany notes denominated in foreign currencies.

For the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, we recognized other expense, net, of ~~$16.9~~$1.8 million and ~~$36.6~~$16.9 million, respectively. The ~~decrease in other expense~~change was ~~driven by~~due to lower net foreign exchange losses recognized in connection with intercompany notes denominated in foreign currencies, ~~and, to a lesser extent, lower~~as well as costs incurred in connection with the ~~Separation.~~

~~Table of Contents~~

Separation in 2020.

Income Tax Benefit ~~(Expense)~~

For periods prior to the Separation, our operations were included in a consolidated income tax return filed by iHeartMedia. For our financial statements, however, our provision for income taxes was computed as if we filed separate consolidated federal income tax returns with our subsidiaries for all periods.

The effective tax rates for the three and nine months ended September 30, ~~2020~~2021 were 14.5% and 6.7%, respectively, compared to 17.8% and 5.5%, for the three and nine months ended September 30, 2020, respectively. ~~The effective rate in 2020 was~~These rates were primarily impacted by the valuation allowance recorded against current period deferred tax assets resulting from losses and interest expense carryforwards in the U.S. and certain foreign jurisdictions due to uncertainty regarding the Company’s ability to realize those assets in future periods. Additionally, ~~the Company~~we recorded $59.5 million of tax expense in 2020 as a result of selling ~~its~~our 50.91% stake in Clear Media.

On March 27, 2020, the CARES Act was signed into law in the U.S. to provide certain relief as a result of the COVID-19 pandemic. The CARES Act, among other things, relaxes the limitation for business interest deductions for 2019 and 2020 by allowing taxpayers to deduct interest up to the sum of 50% of adjusted taxable income and permits net operating loss carryovers to offset 100% of taxable income for taxable years beginning before 2021. As of September 30, 2020, the CARES Act did not have significant impact on our effective tax rate.

Americas Results of Operations


(In thousands)	(In thousands)	Three Months Ended September 30,				%	Nine Months Ended September 30,				%	(In thousands)	Three Months Ended September 30,				%	Nine Months Ended September 30,				%
		2020		2019		Change	2020		2019		Change		2021		2020		Change	2021		2020		Change
Revenue	Revenue	$	223,715	$	328,250	(31.8)%	$	719,202	$	928,114	(22.5)%	Revenue	$	319,020	$	223,715	42.6%	$	802,524	$	719,202	11.6%
Direct operating expenses1		110,906		137,065		(19.1)%	354,430		403,558		(12.2)%
SG&A expenses1		44,872		55,400		(19.0)%	143,629		162,518		(11.6)%
Direct operating expenses(1)												Direct operating expenses(1)	128,518		110,906		15.9%	334,491		354,430		(5.6)%
SG&A expenses(1)												SG&A expenses(1)	51,824		44,872		15.5%	139,433		143,629		(2.9)%
Segment Adjusted EBITDA	Segment Adjusted EBITDA	70,716		136,491		(48.2)%	225,693		364,367		(38.1)%	Segment Adjusted EBITDA	139,086		70,716		96.7%	330,527		225,693		46.4%

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

Three Months

Americas Revenue ~~decreased $104.5~~

Americas revenue increased $95.3 million, or ~~31.8%~~42.6%, during the three months ended September 30, ~~2020~~2021 compared to the same period of ~~2019. Revenue in our~~2020. During the third quarter of 2020, Americas ~~segment~~revenue was adversely affected by ~~COVID-19, resulting~~COVID-19. As lockdowns have been lifted and mobility levels have increased in ~~decreases~~2021, we have seen corresponding increases in revenue across all of our products, ~~with the largest decreases in revenue from~~most notably print billboards, digital billboards and ~~street furniture, and~~ airport displays. Revenue from airport displays increased 88.7% to $43.0 million as compared to $22.8 million during the same period of 2020, driven by increased travel and the new advertising and sponsorship contract with the Port Authority of New York and New Jersey.

Americas total digital revenue ~~decreased 34.8% to $68.1 million~~increased 68.4% during the three months ended September 30, ~~2020, including $54.9 million from billboards and street furniture,~~2021 as compared to ~~$104.4 million during~~ the same period of ~~2019, including $79.5 million~~2020, as follows:


(In thousands)	Three Months Ended September 30,				%
	2021		2020		Change
Digital revenue from billboards, street furniture & spectaculars	$	91,361	$	57,280	59.5%
Digital revenue from transit1	23,285		10,784		115.9%
Total digital revenue	$	114,646	$	68,064	68.4%

(1)Digital revenue from ~~billboards and street furniture.~~ transit includes revenue from airport digital displays.

Revenue generated from national sales comprised ~~36.5%~~37.1% and ~~40.4%~~36.5% of total revenue for the three months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively, while the remainder of revenue was generated from local sales.

~~Direct~~Americas Expenses

Americas direct operating expenses ~~decreased $26.2~~increased $17.6 million, or ~~19.1%~~15.9%, during the three months ended September 30, ~~2020~~2021 compared to the same period of ~~2019 largely~~2020 mainly due to ~~lower~~higher site lease ~~expenses~~expense related to ~~lower revenue~~higher revenue. Americas site lease expense, which includes rent expense on both lease and ~~renegotiated~~non-lease contracts, ~~with landlords and municipalities. Additionally, production, maintenance and installation expenses decreased due~~increased 15.3% to ~~lower revenue and operating cost savings initiatives.~~

~~SG&A expenses decreased $10.5~~$103.1 million ~~or 19.0%,~~ during the three months ended September 30, ~~2020~~2021 as compared to $89.4 million during the same period of ~~2019 primarily due to lower employee compensation costs, driven by lower revenue and operating cost savings initiatives.~~2020.

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Americas SG&A expenses increased $7.0 million, or 15.5%, during the three months ended September 30, 2021 compared to the same period of 2020 primarily due to higher employee compensation costs driven by improvements in operating performance. This was partially offset by lower credit loss expense related to our recovery from COVID-19.

Nine Months

Americas Revenue ~~decreased $208.9~~

Americas revenue increased $83.3 million, or ~~22.5%~~11.6%, during the nine months ended September 30, ~~2020~~2021 compared to the same period of ~~2019.~~2020. As ~~previously described, revenue in our Americas segment was adversely affected by~~we continue to recover from the adverse effects of COVID-19, ~~during the second and third quarters of 2020, resulting in decreases~~we have seen increases in revenue across ~~all~~many of our products, ~~with the largest decreases in~~most notably digital and print billboards. This was partially offset by lower revenue from ~~print billboards, digital billboards and street furniture, and~~ airport ~~displays.~~ displays, which decreased 13.4% to $87.1 million as compared to $100.5 million during the same period of 2020.

Americas total digital revenue ~~decreased 26.2% to $215.9 million~~increased 21.7% during the nine months ended September 30, ~~2020, including $160.7 million from billboards and street furniture,~~2021 as compared to ~~$292.5 million during~~ the same period of ~~2019, including $219.5 million~~2020, as follows:


(In thousands)	Nine Months Ended September 30,				%
	2021		2020		Change
Digital revenue from billboards, street furniture & spectaculars	$	222,364	$	169,340	31.3%
Digital revenue from transit1	40,374		46,546		(13.3)%
Total digital revenue	$	262,738	$	215,886	21.7%

(1)Digital revenue from ~~billboards and street furniture.~~ transit includes revenue from airport digital displays.

Revenue generated from national sales comprised ~~37.2%~~36.8% and ~~39.7%~~37.2% of total revenue for the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively, while the remainder of revenue was generated from local sales.

~~Direct~~Americas Expenses

Americas direct operating expenses decreased ~~$49.1~~$19.9 million, or ~~12.2%~~5.6%, during the nine months ended September 30, ~~2020~~2021 compared to the same period of ~~2019 largely due to~~2020 driven by lower site lease ~~expenses related~~expense, which decreased 8.1% to ~~lower revenue and renegotiated contracts~~$263.8 million during the nine months ended September 30, 2021 as compared to $287.2 million during the same period of 2020. Lower fixed rent driven by negotiated rent abatements with landlords and ~~municipalities. Additionally, production, maintenance and installation expenses decreased due~~municipalities was partially offset by higher variable rent related to ~~lower~~higher revenue.

Americas SG&A expenses decreased ~~$18.9~~$4.2 million, or ~~11.6%~~2.9%, during the nine months ended September 30, ~~2020~~2021 compared to the same period of ~~2019.~~2020. Lower credit loss expense related to our recovery from COVID-19 was partially offset by higher employee compensation costs driven by ~~lower revenue and~~improvements in operating ~~cost~~performance, net of savings ~~initiatives, were partially offset by higher bad debt expense.~~from headcount reductions.

Europe Results of Operations


(In thousands)	(In thousands)	Three Months Ended September 30,				%	Nine Months Ended September 30,				%	(In thousands)	Three Months Ended September 30,				%	Nine Months Ended September 30,				%
		2020		2019		Change	2020		2019		Change		2021		2020		Change	2021		2020		Change
Revenue	Revenue	$	216,934	$	250,440	(13.4)%	$	535,970	$	784,772	(31.7)%	Revenue	$	262,568	$	216,934	21.0%	$	659,216	$	535,970	23.0%
Direct operating expenses1		172,049		180,891		(4.9)%	476,541		539,645		(11.7)%
SG&A expenses1		56,469		57,353		(1.5)%	156,026		173,308		(10.0)%
Direct operating expenses(1)												Direct operating expenses(1)	187,080		172,049		8.7%	554,087		476,541		16.3%
SG&A expenses(1)												SG&A expenses(1)	61,040		56,469		8.1%	173,936		156,026		11.5%
Segment Adjusted EBITDA	Segment Adjusted EBITDA	(8,141)		14,444		(156.4)%	(91,071)		77,461		(217.6)%	Segment Adjusted EBITDA	31,271		(8,141)		484.1%	(34,614)		(91,071)		62.0%

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

Three Months

~~Revenue decreased $33.5~~Europe revenue increased $45.6 million, or ~~13.4%~~21.0%, during the three months ended September 30, ~~2020~~2021 compared to the same period of 2019. Excluding the $11.3 million impact of movements in foreign exchange rates, revenue decreased $44.8 million, or 17.9%. During the third quarter of 2020, COVID-19 had a negative impact on our revenues in most countries in which we operate, with the largest amount of revenue reductions occurring in the United Kingdom ("U.K."), Sweden and Spain. Europe digital revenue decreased $9.0 million, or 12.3%, to $64.1 million for the three months ended September 30, 2020. Excluding the ~~$3.1~~$6.2 million impact of movements in foreign exchange rates, Europe ~~digital~~ revenue ~~decreased $12.1~~increased $39.4 million, or ~~16.6%~~18.2%.

~~Direct operating expenses decreased $8.8 million, or 4.9%, during~~ During the ~~three months ended September 30,~~third quarter of 2020, ~~compared to the same period of 2019. Excluding the $8.7 million impact of movements in foreign exchange rates, direct operating expenses decreased $17.5 million, or 9.7%.Direct operating expenses decreased~~Europe revenue was adversely affected by COVID-19. As lockdown restrictions have been largely lifted in most European countries and vaccination levels have increased in 2021, we have seen increased mobility and corresponding increases in revenue across most of our products, primarily street furniture and retail displays, and in most of the countries in which we operate, ~~with~~led by the ~~largest decreases occurring in Norway, Switzerland, Sweden and the~~ U.K. The largest driver of these decreases was lower site lease expense driven by lower revenue, renegotiated contracts with landlords and municipalities and government assistance. Also contributing was lower employee compensation expense related to governmental support and wage subsidies received and operating cost savings initiatives.

SG&A expenses decreased $0.9 million, or 1.5% during the three months ended September 30, 2020 compared to the same period of 2019. Excluding the $2.8 million impact of movements in foreign exchange rates, SG&A expenses decreased $3.7 million, or 6.4%, with the largest decrease occurring in the U.K. This decrease is primarily due to lower employee compensation expense related to lower revenue, operating cost savings initiatives, and governmental support and wage subsidies received, partially offset by restructuring costs related to our restructuring plan to reduce headcount in Europe.

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~~Nine Months~~

~~Revenue decreased $248.8 million, or 31.7%~~Europe digital revenue increased 44.8% during the ~~nine~~three months ended September 30, ~~2020~~2021 as compared to the same period of 2019. Excluding the $2.8 million impact of movements in foreign exchange rates, revenue decreased $251.6 million, or 32.1%. During the nine months ended September 30, 2020, COVID-19 had a negative impact on revenues in each country in which we operate, with the largest amount of revenue reductions occurring in France, the U.K, Spain, Switzerland, Sweden and Italy. Europe digital revenue decreased $59.9 million, or 27.7%, to $156.2 million for the nine months ended September 30, 2020. Excluding the ~~$0.2 million~~ impact of movements in foreign exchange rates, Europe digital revenue ~~decreased $60.1~~increased 39.3%, as follows:


(In thousands)	Three Months Ended September 30,				%
	2021		2020		Change
Digital revenue	$	92,879	$	64,145	44.8%
Digital revenue, excluding movements in foreign exchange rates	89,331		64,145		39.3%

Europe direct operating expenses increased $15.0 million, or ~~27.8%.~~

~~Direct~~8.7%, during the three months ended September 30, 2021 compared to the same period of 2020. Excluding the $3.9 million impact of movements in foreign exchange rates, Europe direct operating expenses ~~decreased $63.1~~increased $11.1 million, or ~~11.7%~~6.5%, largely driven by higher charges related to our restructuring plan to reduce headcount. Europe site lease expense, which includes rent expense on both lease and non-lease contracts, decreased 1.6% to $100.6 million during the three months ended September 30, 2021 as compared to $102.3 million during the same period of 2020. Excluding the $2.1 million impact of movements in foreign exchange rates, Europe site lease expense decreased $3.8 million, or 3.7%, driven by higher negotiated rent abatements.

Europe SG&A expenses increased $4.6 million, or 8.1%, during the three months ended September 30, 2021 compared to the same period of 2020. Excluding the $1.1 million impact of movements in foreign exchange rates, Europe SG&A expenses increased $3.5 million, or 6.1%, driven by higher charges related to our restructuring plan to reduce headcount.

Nine Months

Europe revenue increased $123.2 million, or 23.0%, during the nine months ended September 30, ~~2020~~2021 compared to the same period of ~~2019.~~2020. Excluding the ~~$0.4~~$41.6 million impact of movements in foreign exchange rates, ~~direct operating expenses decreased $63.5~~Europe revenue increased $81.7 million, or ~~11.8%. Direct operating expenses decreased~~15.2%, primarily related to our recovery from COVID-19. Higher revenue from street furniture displays, retail displays and billboards was partially offset by lower revenue from transit displays. We experienced higher revenues in most of the countries in which we operate, with the largest ~~decreases occurring~~increase in ~~Spain, Switzerland, Norway,~~ the U.K. ~~and Sweden. The primary drivers~~

Europe digital revenue increased 38.1% during the nine months ended September 30, 2021 as compared to the same period of ~~these decreases were lower site lease expense driven by lower~~2020. Excluding the impact of movements in foreign exchange rates, Europe digital revenue ~~and renegotiated contracts with landlords and municipalities; lower production, maintenance and installation~~increased 28.5%, as follows:


(In thousands)	Nine Months Ended September 30,				%
	2021		2020		Change
Digital revenue	$	215,752	$	156,190	38.1%
Digital revenue, excluding movements in foreign exchange rates	200,750		156,190		28.5%

Europe direct operating expenses ~~driven by lower revenue; and lower employee compensation expense related to operating cost savings initiatives and governmental support and wage subsidies received.~~

~~SG&A expenses decreased $17.3~~increased $77.5 million, or ~~10.0%~~16.3%, during the nine months ended September 30, ~~2020~~2021 compared to the same period of ~~2019.~~2020. Excluding the ~~$0.1~~$37.1 million impact of movements in foreign exchange rates, ~~SG&A~~Europe direct operating expenses ~~decreased $17.4~~increased $40.4 million, or ~~10.1%~~8.5%, ~~with the largest decreases occurring in the U.K. and France. These decreases are~~ largely ~~due~~driven by higher charges related to ~~lower~~our restructuring plan to reduce headcount, higher employee compensation ~~expense related to lower revenue,~~costs as we ceased certain temporary operating cost savings initiatives and experienced a reduction in governmental ~~support and~~ wage subsidies, ~~received.~~and higher site lease expense. Europe site lease expense increased 9.3% to $309.9 million during the nine months ended September 30, 2021 as compared to $283.4 million during the same period of 2020. Excluding the $21.0 million impact of movements in foreign exchange rates, Europe site lease expense increased $5.5 million, or 1.9%. Higher variable rent related to higher revenue was partially offset by higher European governmental rent subsidies.

Europe SG&A expenses increased $17.9 million, or 11.5%, during the nine months ended September 30, 2021 compared to the same period of 2020. Excluding the $11.2 million impact of movements in foreign exchange rates, Europe SG&A expenses increased $6.7 million, or 4.3%, driven by higher charges related to our restructuring plan to reduce headcount, partially offset by decreases in professional fees and other costs.

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Other Results of Operations

(In thousands) Three Months Ended
September 30, % Nine Months Ended
September 30, %
2020 2019 Change 2020 2019 Change
Revenue $ 6,856 $ 74,757 (90.8)% $ 58,048 $ 225,692 (74.3)%
Direct operating expenses1
7,655 40,200 (81.0)% 64,461 125,809 (48.8)%
SG&A expenses1
5,530 16,409 (66.3)% 30,608 51,023 (40.0)%
Segment Adjusted EBITDA2
(5,650) 18,454 (130.6)% (36,092) 49,815 (172.5)%


(In thousands)	Three Months Ended September 30,				%	Nine Months Ended September 30,				%
	2021		2020		Change	2021		2020		Change
Revenue	$	14,828	$	6,856	116.3%	$	36,666	$	58,048	(36.8)%
Direct operating expenses(1)	9,109		7,655		19.0%	25,643		64,461		(60.2)%
SG&A expenses(1)	5,294		5,530		(4.3)%	15,224		30,608		(50.3)%
Segment Adjusted EBITDA(2)	425		(5,650)		107.5%	(4,321)		(36,092)		88.0%

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

2(2)Our Latin America business represented ($~~5.7) million and $4.3 million of Other Segment Adjusted EBITDA for the three months ended September 30, 2020 and 2019, respectively, and ($~~9.5) ~~million and $12.6~~ million of Other Segment Adjusted EBITDA for the nine months ended September 30, ~~2020 and 2019, respectively.~~2020.

Three Months

~~Revenue decreased $67.9~~Other revenue increased $8.0 million, or ~~90.8%~~116.3%, during the three months ended September 30, ~~2020~~2021 compared to the same period of ~~2019.~~2020. Excluding the ~~$1.2~~$0.6 million impact of movements in foreign exchange rates, Other revenue increased $7.4 million, or 108.2%. During the third quarter of 2020, Latin America revenue was adversely affected by COVID-19. As lockdowns continue to be lifted and mobility levels have increased in 2021, we have seen corresponding increases in revenue.

Other direct operating expenses increased $1.5 million, or 19.0%, during the three months ended September 30, 2021 compared to the same period of 2020. Excluding the $0.3 million impact of movements in foreign exchange rates, Other direct operating expenses increased $1.2 million, or 15.6%, primarily driven by higher site lease expense related to higher revenue.

Other SG&A expenses decreased $0.2 million, or 4.3%, during the three months ended September 30, 2021 compared to the same period of 2020. Excluding the $0.1 million impact of movements in foreign exchange rates, Other SG&A expenses decreased $0.3 million, or 6.4%.

Nine Months

Other revenue decreased ~~$66.7~~$21.4 million, or ~~89.2%~~36.8%, ~~primarily due~~during the nine months ended September 30, 2021 compared to the same period of 2020, driven by the sale of our Clear Media business. Revenue from our Latin America business was ~~$6.9~~$36.7 million and ~~$21.7~~$28.8 million for the ~~three~~nine months ended September 30, 2021 and 2020, ~~and 2019, respectively. The decrease in Latin America revenue is due~~respectively, with the increase related to ~~the adverse impact of COVID-19 on~~ our ~~operations.~~

~~Direct operating expenses decreased $32.5 million, or 81.0%, during the three months ended September 30, 2020 compared to the same period of 2019.~~recovery from COVID-19. Excluding the ~~$1.5~~$0.9 million impact of movements in foreign exchange rates, Other revenue decreased $22.3 million, or 38.5%.

Other direct operating expenses decreased ~~$31.1~~$38.8 million, or ~~77.3%~~60.2%, ~~primarily due~~during the nine months ended September 30, 2021 compared to the same period of 2020, driven by the sale of our Clear Media business. Direct operating expenses from our Latin America business were ~~$7.7~~$25.6 million and ~~$11.0~~$24.0 million for the ~~three~~nine months ended September 30, 2021 and 2020, ~~and 2019, respectively. The decrease in Latin America direct expenses was largely due to lower~~respectively, with the increase driven by higher site lease expense related to ~~lower~~higher revenue.

~~SG&A expenses decreased $10.9 million, or 66.3%, during the three months ended September 30, 2020 compared to the same period of 2019.~~ Excluding the ~~$0.7~~$0.4 million impact of movements in foreign exchange rates, Other direct operating expenses decreased $39.2 million, or 60.8%.

Other SG&A expenses decreased ~~$10.1~~$15.4 million, or ~~61.8%~~50.3%, ~~primarily due~~during the nine months ended September 30, 2021 compared to the same period of 2020, driven by the sale of our Clear Media business. SG&A expenses from our Latin America business were ~~$5.5~~$15.2 million and ~~$6.5~~$15.0 million for the three months ended September 30, 2020 and 2019, respectively. The decrease in Latin America SG&A expenses was primarily due to lower taxes in Brazil for social contributions driven by lower revenue.

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~~Nine Months~~

~~Revenue decreased $167.6 million, or 74.3%, during~~ the nine months ended September 30, 2021 and 2020, ~~compared to the same period of 2019.~~respectively. Excluding the ~~$4.8~~$0.1 million impact of movements in foreign exchange rates, revenue decreased $162.9 million, or 72.2%, primarily due to the sale of our Clear Media business. Revenue from our Latin America business was $28.8 million and $63.3 million for the nine months ended September 30, 2020 and 2019, respectively. The decrease in Latin America revenue is due to the adverse impact of COVID-19 on our operations.

Direct operating expenses decreased $61.3 million, or 48.8%, during the nine months ended September 30, 2020 compared to the same period of 2019. Excluding the $5.4 million impact of movements in foreign exchange rates, direct operating expenses decreased $56.0 million, or 44.5%, primarily due to the sale of our Clear Media business. Direct operating expenses from our Latin America business were $24.0 million and $32.6 million for the nine months ended September 30, 2020 and 2019, respectively. The decrease in Latin America direct expenses was largely due to lower site lease expense related to lower revenue and renegotiated contracts with landlords and municipalities.

Other SG&A expenses decreased ~~$20.4~~$15.5 million, or 40.0%, during the nine months ended September 30, 2020 compared to the same period of 2019. Excluding the $2.7 million impact of movements in foreign exchange rates, SG&A expenses decreased $17.7 million, or 34.7%, primarily due to the sale of our Clear Media business. SG&A expenses from our Latin America business were $15.0 million and $18.3 million for the nine months ended September 30, 2020 and 2019, respectively.50.7%.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

The following discussion highlights cash flow activities during the nine months ended September 30, ~~2020~~2021 and ~~2019:~~2020:

(In thousands) Nine Months Ended September 30,
2020 2019
Net cash provided by (used for):
Operating activities $ (115,434) $ 69,328
Investing activities $ 124,262 $ (134,313)
Financing activities $ 444,973 $ 225,792

~~Operating Activities~~

Net cash used for operating activities was $115.4 million during the nine months ended September 30, 2020 compared to $69.3 million of net cash provided by operating activities during the nine months ended September 30, 2019. The decrease in cash from operating activities was driven by:

•The adverse impacts of COVID-19 on our sales and collections, partially offset by lower expenditures related to operating cost savings initiatives, including rent abatements and deferrals, reductions in compensation and certain discretionary expenses, and the deferral of payments to optimize working capital; and

•An increase in cash paid for interest of $7.2 million, to $302.1 million compared to $294.9 million during the same period of 2019. This was primarily driven by the timing of the semi-annual interest payments on the CCWH Senior Notes, which were issued in February 2019, partially offset by lower rates of interest on the new debt from the August 2019 refinancing.


(In thousands)	Nine Months Ended September 30,
	2021		2020
Net cash provided by (used for):
Operating activities	$	(154,273)	$	(115,434)
Investing activities	$	(79,439)	$	124,262
Financing activities	$	50,292	$	444,973

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Operating Activities

During the nine months ended September 30, 2021, net cash used for operating activities was $154.3 million. Cash paid for interest was $264.4 million. Cash collections from customers exceeded cash payments to vendors, including site lease costs; however, collections earlier in the period lagged primarily due to COVID-19’s impact on fourth quarter 2020 and first quarter 2021 sales. Additionally, cash payments during the period include the payment of site lease costs that were deferred from 2020. Interest payments on the CCOH 7.75% Senior Notes and CCOH 7.5% Senior Notes are not scheduled to begin until the fourth quarter of 2021.

During the nine months ended September 30, 2020, net cash used for operating activities was $115.4 million. Cash paid for interest was $302.1 million. Cash collections from customers exceeded cash payments to vendors; however, cash collections primarily later in the period lagged due to COVID-19’s impact on sales and our collection cycle. This adverse impact was partially mitigated by initiatives that we implemented to reduce our expenditures, including the deferral of rent payments and temporary reductions in compensation costs.

Investing Activities

~~Net cash provided by (used for)~~Cash used for investing activities ~~primarily~~ reflects ~~the April 2020 sale of Clear Media, resulting in $216.0 million of net proceeds, which is net of cash retained by Clear Media, and a reduction in~~ our capital expenditures, ~~as follows:~~

(In thousands) Nine Months Ended September 30,
2020 2019
Americas(1)
$ 41,189 $ 46,484
Europe(2)
31,489 59,761
Other(3)
10,805 22,917
Corporate(4)
9,766 10,500
Total $ 93,249 $ 139,662

~~(1)Construction~~which primarily relate to construction and sustaining activities for billboards, ~~and other out-of-home advertising displays, including digital boards~~

~~(2)Construction and sustaining activities for our~~ street furniture and other out-of-home advertising displays, including digital ~~boards~~displays. We had the following capital expenditures during the nine months ended September 30, 2021 and 2020:


(In thousands)	Nine Months Ended September 30,
		2021		2020
Americas		$	39,988	$	41,189
Europe		30,298		31,489
Other(1)		3,082		10,805
Corporate		9,070		9,766
Total		$	82,438	$	93,249

~~(3)~~(1)~~Transit advertising structure additions and~~Other capital expenditures during the nine months ended September 30, 2020 included $3.8 million of capital expenditures related to the purchase of concession rights in China, ~~(prior~~prior to the sale of Clear ~~Media on April 28, 2020)~~Media.

~~(4)Build-out~~Net cash provided by investing activities during the nine months ended September 30, 2020 also reflects the April 2020 sale of ~~IT infrastructure due to the Separation, as well as equipment and software purchases~~Clear Media, which resulted in $216.0 million of proceeds, net of cash retained by Clear Media.

Financing Activities

Net cash provided by financing activities during the nine months ended September 30, 2021 reflected $36.1 million of net cash proceeds from the issuances of the CCOH 7.75% Senior Notes and CCOH 7.5% Senior Notes, after the payment of debt issuance costs and redemption of the CCWH Senior Notes at 104.625% of the principal amount. This cash was used to pay interest upon the redemption of the CCWH Senior Notes, which is reflected in operating activities on the cash flow statement. We also received $34.7 million, at current exchange rates, of proceeds from a state-guaranteed loan incurred by one of our non-guarantor European subsidiaries in response to COVID-19. These cash inflows were partially offset by principal payments of $15.0 million on our Term Loan Facility.

Net cash provided by financing activities during the nine months ended September 30, 2020 primarily reflected $375.0 million of proceeds from the issuance of the CCIBV Senior Secured Notes and the cautionary draw of $150.0 million ~~that we made~~ under our Revolving Credit Facility to enhance liquidity and preserve financial flexibility during the economic downturn resulting from COVID-19. These financing cash inflows were partially offset by the repayment of the $53.0 million CCIBV Promissory Note, which was issued in May 2020 in exchange for the outstanding mandatorily-redeemable preferred stock, which was subsequently transferred to one of our subsidiaries, and principal payments of $15.0 million on our Term Loan ~~Facility in accordance with the terms~~Facility.

Table of ~~the Senior Secured Credit Agreement.~~Contents

Net cash provided by financing activities during the nine months ended September 30, 2019 primarily reflected net transfers of $159.2 million in cash from iHeartCommunications, including proceeds from the settlement of the Due from iHeartCommunications Note upon consummation of the Separation; $43.8 million of proceeds from the issuance of mandatorily-redeemable preferred stock, net of fees and expenses; and a net increase in cash of $33.5 million related to our 2019 capital market transactions, including the refinancing of all of our outstanding long-term debt, the issuance of common stock and subsequent redemption of a portion of our outstanding debt, and related early redemption penalties and debt issuance costs.

Anticipated Cash Requirements

~~Trends~~Sources of Capital and ~~Uncertainties~~Liquidity

Our primary sources of liquidity are cash on hand, cash flow from operations and our credit facilities. In February 2021, we issued $1.0 billion aggregate principal amount of CCOH 7.75% Senior Notes and used the net proceeds to redeem $940.0 million aggregate principal amount of our CCWH Senior Notes in March 2021. In June 2021, we issued $1.05 billion aggregate principal amount of CCOH 7.5% Senior Notes and used the net proceeds to redeem the remaining outstanding $961.5 million aggregate principal amount of the CCWH Senior Notes. Also in June 2021, one of our non-guarantor European subsidiaries entered into an unsecured loan of approximately $34.7 million, at current exchange rates, with a third-party lender through a state-guaranteed loan program established in response to COVID-19.

As of September 30, 2021, we had $600.0 million of cash on our balance sheet, including $200.5 million of cash held outside the U.S. by our foreign subsidiaries. Excess cash from our foreign operations may be transferred to our operations in the U.S. if needed to fund operations in the U.S., subject to the foreseeable cash needs of our foreign operations and restrictions in the indenture governing the CCIBV Senior Secured Notes. We could presently repatriate excess cash with minimal U.S. tax consequences, as calculated for tax law purposes, and dividend distributions from our international subsidiaries may be exempt from U.S. federal income tax.

Additionally, as of September 30, 2021, we had excess availability of $64.4 million under our Receivables-Based Credit Facility and $1.8 million under our Revolving Credit Facility.

On October 26, 2021, we repaid the $130.0 million outstanding balance under the Revolving Credit Facility using cash on hand, resulting in a corresponding increase in excess availability under such facility. As of October 26, 2021, we had $131.8 million available under our Revolving Credit Facility.

Uses of Capital and Liquidity

Our primary uses of liquidity are for working capital used to fund the operations of the business, capital expenditures and debt service obligations. COVID-19's extensive impact on the global advertising market has had a significant negative impact on our results of operations in both our Americas and Europe ~~segments during the second and third quarters of 2020.~~segments. In response, starting in March 2020, we have taken a number of measures to increase our liquidity and preserve and strengthen our financial flexibility, including ~~the following:~~

•~~Renegotiated~~renegotiating contracts with landlords and municipalities, ~~to better align fixed site lease expenses with reductions in revenue;~~

•~~Cut~~reducing compensation costs, ~~through reductions in salaries, bonuses and employee hours, as well as hiring freezes and furloughs;~~

•~~Obtained~~obtaining European governmental support and wage ~~subsidies;~~

•~~Eliminated~~subsidies, reducing discretionary expenses, and ~~reduced certain discretionary expenses;~~

•~~Deferred~~deferring capital ~~expenditures;~~expenditures and

•~~Deferred~~ site lease payments. As our operating performance improves, we continue to reassess and ~~other payments~~modify these actions accordingly, including ceasing certain temporary operating cost savings initiatives and increasing our investment in our business through additional capital expenditures. However, the duration and severity of COVID-19 continue to ~~optimize working capital levels.~~evolve and remain uncertain, and we will consider implementing additional cost savings initiatives in order to better align our operating expense base with revenues and to provide additional financial flexibility as circumstances warrant.

~~Table~~We continue to execute on the Europe portion of ~~Contents~~

~~Additionally, in September we committed to a~~our international restructuring plan to reduce headcount and incurred approximately $33.5 million in related charges during the nine months ended September 30, 2021. In April 2021, we revised the Europe portion of this restructuring plan to reflect delays in implementation and ~~Latin America,~~additional headcount reductions. As revised, we estimate that total charges for this portion of the plan, including $41.9 million of charges already incurred, will be in a range of approximately $51 million to $56 million, all of which weis expected to result in cash expenditures. Substantially all charges related to this plan were or are expected to be severance benefits and related costs. We expect the revised plan to be substantially complete by the end of the first quarter of 2023 and to result in pre-tax annual cost savings in excess of ~~approximately $20~~$28 million. We estimate total charges for this restructuring plan will be in the range of approximately $21 million to $24 million. As of September 30, 2020, we had incurred approximately $3.6 million in charges related to this restructuring plan. In addition, during the third quarter, we incurred $1.7 million in charges pursuant to a separate plan to reduce headcount in our Americas segment, with expected annualized pre-tax cost savings of approximately $7 million. We anticipate that the Europe portion of the plan will be completed and paid entirely by the end of 2021 and that the Americas segment plan will be completed with limited additional charges in the fourth quarter of 2020. The Latin America portion of the plan was substantially completed in the third quarter of 2020. In conjunction with these plans, we incurred charges of $1.9 million related to Corporate operations. We expect annualized pre-tax cost savings of approximately $5 million with limited further charges related to Corporate operations, which we anticipate will be paid over the same time frame as the Europe portion of the plan. ActualHowever, actual final charges pursuant to ~~these plans~~this plan may be materially different from our estimates, and there is no guarantee that we will achieve the cost savings that we expect. During the nine months ended September 30, 2021, we made cash expenditures of $8.6 million related to the Europe portion of our international restructuring plan. In addition, we made cash expenditures of $2.4 million related to our restructuring plan to reduce headcount in our Americas segment, which was completed during the fourth quarter of 2020, and $1.4 million related to costs incurred in conjunction with these plans related to corporate operations. Refer to Note 9 to our Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for further information on our restructuring plans.

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During the nine months ended September 30, 2021, we spent $264.4 million of cash to pay interest on our debt. We anticipate having approximately $123.2 million of cash interest payment obligations during the remainder of 2021 and $318.9 million of cash interest payment obligations in 2022, assuming we do not refinance or incur additional debt. Additionally, during the nine months ended September 30, 2021, we made $15.0 million of principal payments on the Term Loan Facility and expect to make additional principal payments of $5.0 million on the Term Loan Facility during the remainder of 2021. On October 26, 2021, we repaid the outstanding balance of $130.0 million under the Revolving Credit Facility using cash on hand. Our next material debt maturity is in 2025 when the $375.0 million aggregate principal amount of CCIBV Senior Secured Notes is due; however, at our option, we may redeem or repay a portion of our outstanding debt prior to maturity in accordance with the terms of our debt agreements. Refer to Note 4 to our Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional details on our debt outstanding as of September 30, 2021.

Trends and Uncertainties

We believe that our cash on hand and additional availability under our credit facilities, combined with cash flows from operations and our continued savings initiatives, will enable us to meet our working capital, capital expenditure, debt service, restructuring and other funding requirements for at least the next 12 months. However, our anticipated results are subject to significant uncertainty and may be affected by events beyond our control, including prevailing economic, financial and industry conditions. Our ability to meet our funding requirements depends on the impacts from these uncertainties, including the ~~impacts related to~~ongoing impact of COVID-19, our future operating performance, our cash flow from operations, and our ability to manage our liquidity and obtain supplemental liquidity, if necessary. Additional factors may emerge that could cause our expectations to change. If we are unable to generate sufficient cash through our operations or obtain sources of supplemental liquidity, we could face substantial liquidity problems, which could have a material adverse effect on our financial condition and on our ability to meet our obligations. We may take further cost-cutting measures beyond those discussed above to generate short-term liquidity in the event of an unanticipated need for cash. In addition, we regularly consider, and enter into discussions with our lenders related to, potential financing alternatives, which may include supplemental liquidity through issuances of secured or unsecured debt or other capital-raising transactions.

Our significant interest payment obligations reduce our financial flexibility, make us more vulnerable to changes in operating performance and economic downturns generally, reduce our liquidity over time and could negatively affect our ability to obtain additional financing in the future. In the future, we may need to obtain additional financing from banks or other lenders, through public offerings or private placements of debt or equity, through strategic relationships or other arrangements, or from a combination of these sources. There can be no assurance that financing alternatives will be available in sufficient amounts or on terms acceptable to us in the future due to market conditions, our financial condition, our liquidity constraints or other factors, many of which are beyond our control, and even if financing alternatives are available to us, we may not find them suitable or at reasonable interest rates. In addition, the terms of our existing or future debt agreements may restrict us from securing financing on terms that are available to us at that time or at all.

We frequently evaluate strategic opportunities both within and outside our existing lines of business, and we expect from time to time to dispose of certain businesses and may pursue acquisitions. These dispositions or acquisitions could be material. Specifically, as we continue to focus on operational efficiencies that drive greater margin and cash flow, we will continue to review and consider opportunities to unlock shareholder value, which may include, among other things, potential asset or operational divestitures intended to deleverage and increase free cash flow. We have in the past and may from time to time in the future consider strategic transactions, including, among other things, the sale of one or more of our markets or businesses.

~~Sources of Capital and Liquidity~~

Our primary sources of liquidity are cash on hand, cash flow from operations, our Senior Secured Credit Facilities and our Receivables-Based Credit Facility. In March 2020, we borrowed $150.0 million under our Revolving Credit Facility to enhance liquidity and preserve financial flexibility, and in May 2020 we received $216.0 million of net cash proceeds from the sale of our Clear Media business, contributing to an increase in our cash and cash equivalents balance.

In May 2020, we issued the CCIBV Promissory Note through our indirect wholly-owned subsidiary and then transferred this note to the holder of our mandatorily-redeemable preferred stock (the "Preferred Stock") in exchange for the Preferred Stock, which remains outstanding and is held by one of our affiliates and, therefore, eliminates upon consolidation. This transfer of the Preferred Stock to an affiliate effectively eliminated certain restrictions on our flexibility to potentially pursue liquidity-enhancing capital structure transactions.

In June 2020, we amended our senior secured credit agreement, thereby suspending the springing financial covenant through June 30, 2021 and delaying the scheduled financial covenant step-down until March 31, 2022. In addition, for all reporting periods through September 30, 2021, we are required to maintain minimum cash on hand and availability under our receivables-based credit facility and Revolving Credit Facility of $150 million. We expect this amendment to support our efforts to manage through the uncertainties caused by the unprecedented COVID-19 situation while maintaining compliance with the terms of our Revolving Credit Facility.

In August 2020, we issued $375.0 million aggregate principal amount of CCIBV Senior Secured Notes due 2025 through our indirect wholly-owned subsidiary. A portion of these proceeds was used to pay the CCIBV Promissory Note in full, including paid-in-kind interest, and the remainder of the proceeds will be used for general corporate purposes, including to fund the operating expenses and capital expenditures of our Europe segment.

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As of September 30, 2020, we had $845.0 million of cash on our balance sheet, including $417.5 million of cash held outside the U.S. by our subsidiaries, which reflects the transfer of a portion of proceeds from the sale of Clear Media to the U.S. during the third quarter. In October 2020, we made a tax payment of $23.3 million related to the sale of our Clear Media business. As of September 30, 2020, we had excess availability of $16.5 million under our Receivables-Based Credit Facility and $4.8 million under our Revolving Credit Facility, subject to limitations in the CCWH Senior Notes Indenture.

~~Uses of Capital and Liquidity~~

~~Our primary uses of liquidity are for our working capital used to fund the operations of the business, capital expenditures and debt service.~~

The primary driver of our capital expenditure requirements is the construction of new advertising structures, including the deployment of digital displays in accordance with our long-term strategy to digitize our network as an alternative to traditional methods of displaying our clients' advertisements. As previously described, in light of the rapidly-evolving impact of COVID-19 and the uncertainty around the related economic downturn, we deferred capital expenditures beginning in the second quarter of 2020, resulting in a decrease in our capital expenditures for the nine months ended September 30, 2020 as compared to the same period of 2019.

A substantial amount of our cash requirements is for debt service obligations. In April 2020, we elected to change the payment terms for interest on our Senior Secured Credit Facilities from monthly to every three months, and during the nine months ended September 30, 2020, we spent $302.1 million of cash to pay interest on our debt. We anticipate having approximately $20.9 million of cash interest payment obligations during the remainder 2020 and $349.9 million of cash interest payment obligations in 2021. Additionally, during the nine months ended September 30, 2020 we made $15.0 million in principal payments on the Term Loan Facility. In October 2020 we repaid $20.0 million of the outstanding balance under our Revolving Credit Facility, and we anticipate making an additional principal payment of $5.0 million on the Term Loan Facility in the fourth quarter of 2020. Our next material debt maturity is in 2024 when $1.9 billion of CCWH Senior Notes and the outstanding balance under the Revolving Credit Facility are due; however, at our option, we may redeem a portion of our outstanding debt prior to maturity in accordance with the terms of our debt agreements. Refer to Note 4 to our Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional details on our debt outstanding as of September 30, 2020.

We also have future cash obligations under various types of contracts, including non-cancelable operating leases and other non-cancelable contracts. As previously described, we have successfully renegotiated contracts with landlords and municipalities in both the U.S. and Europe in order to better align fixed site lease expenses with reductions in revenue as we continue to be impacted by COVID-19, and we have also deferred site lease and other payments when possible.

Additionally, we estimate that total cash expenditures for the restructuring plans outlined above will be in a range of approximately $23 million to $26 million, which we anticipate will be paid in its entirety by the end of 2021. As of September 30, 2020, we have spent $4.2 million on these plans.

Debt Covenants

The Senior Secured Credit Agreement contains a springing financial covenant, applicable solely to the Revolving Credit Facility if the balance of the Revolving Credit Facility is greater than $0 and undrawn letters of credit exceed $10 million, that generally requires compliance with a first lien net leverage ratio of 7.60 to 1.00, with a step-down to 7.10 to 1.00 originally scheduled to commence with the last day of the fiscal quarter ending June 30, 2021. In June 2020, we amended the Senior Secured Credit Agreement to suspend the springing financial covenant of the Revolving Credit Facility from the third quarter of 2020 through the second quarter of ~~2021. This amendment also delays~~2021 and delay the timing of the financial covenant step-down of the first lien net leverage ratio until the first quarter of 2022. ~~During~~In May 2021, we entered into a second amendment to the ~~suspension period, we~~Senior Secured Credit Agreement to, among other things, extend the suspended springing financial covenant through the fourth quarter of 2021 and further delay the scheduled financial covenant step-down until the third quarter of 2022. We are required to maintain minimum liquidity of $150 million, including cash on hand and availability under our Receivables-Based Credit Facility and Revolving Credit Facility, through delivery of the March 31, 2022 springing financial covenant calculation and we agreed not to make voluntary restricted payments with certain exceptions. We were in compliance with the minimum liquidity covenant as of September 30, ~~2020.~~2021.

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In addition, each of our debt agreements includes negative covenants that, subject to significant exceptions, limit our ability and the ability of our restricted subsidiaries to, among other things, incur or guarantee additional indebtedness or issue certain preferred stock; incur certain liens; engage in mergers, consolidations, liquidations and dissolutions; sell certain assets, including capital stock of our subsidiaries; pay dividends and distributions or repurchase capital stock; make certain investments, loans, or advances; redeem, purchase or retire subordinated debt; engage in certain transactions with affiliates; enter into agreements which limit our ability and the ability of our restricted subsidiaries to incur restrictions on the ability to make distributions; and amend or waive organizational documents.

As of September 30, ~~2020,~~2021, we were in compliance with the covenants contained in our financing agreements.

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~~Guarantor Subsidiaries~~

The Company and certain of the Company’s direct and indirect wholly-owned domestic subsidiaries (the “Obligor Group") fully and unconditionally guarantee, on a joint and several basis, the CCWH Senior Notes. On February 28, 2020, the Company and the guarantors under the CCWH Senior Notes Indenture filed a registration statement with the SEC to register the offer to exchange the CCWH Senior Notes and the guarantees thereof for a like principal amount of CCWH Senior Notes and guarantees thereof that have been registered under the Securities Act, in accordance with the deadlines set forth in the Registration Rights Agreement. The registration statement, as amended on April 6, 2020, became effective on April 7, 2020.

In our Annual Report on Form 10-K for the year ended December 31, 2019, we included certain consolidating information with respect to the Company, Clear Channel Worldwide Holdings, Inc. (“CCWH”) and our wholly-owned subsidiaries that guarantee the CCWH Senior Notes in the notes to our audited consolidated financial statements pursuant to Rule 3-10 of Regulation S-X. In March 2020, the SEC adopted amendments to this Rule to simplify the financial disclosure requirements for guarantors and issuers of guaranteed registered securities. In compliance with these amendments, we no longer include consolidating financial information in the notes to our consolidated financial statements, and we instead include certain summary financial information related to the Obligor group in the MD&A in accordance with Rule 13-01 of Regulation S-X.

The following summary financial information of the Obligor Group, which includes the parent guarantor, the issuer and the subsidiary guarantors, is provided in conformity with the SEC’s Regulation S-X Rule 13-01:

(In thousands) Nine Months Ended September 30, 2020 Year Ended December 31, 2019
Results of Operations Data:
Revenue $ 716,053 $ 1,263,657
Operating income (loss) (113,753) 239,307
Net loss attributable to the Obligor Group (188,040) (292,916)

As of As of
(In thousands) September 30, 2020 December 31,
2019
Select Asset and Liability Data:
Cash and cash equivalents $ 427,521 $ 287,773
Other current assets 203,845 265,368
Property, plant and equipment, net 591,702 669,402
Notes receivable from related-party non-guarantors 297,165 306,679
Other assets(1)
2,641,273 2,794,351
Current liabilities (excluding current portion of long-term debt) 315,456 397,107
Long-term debt (including current portion of long-term debt) 5,225,303 5,083,988
Mandatorily-redeemable preferred stock — 44,912
Notes payable to related-party non-guarantors 67,959 80,146
Other non-current liabilities 1,365,694 1,422,997

~~(1)~~ ~~Investments in non-guarantor subsidiaries have been excluded from the presentation of Other assets.~~

As of September 30, 2020, CCWH had $1,901.5 million of CCWH Senior Notes outstanding. The CCWH Senior Notes are guaranteed, jointly and severally, irrevocably and unconditionally, on an unsecured senior basis, by the Company and certain of the Company’s existing and future subsidiaries (the “Guarantors”). Not all of the Company’s subsidiaries guarantee the CCWH Senior Notes. The Company’s subsidiaries that do not guarantee the CCWH Senior Notes (the “Non-Guarantor Subsidiaries”) include all foreign subsidiaries of the Company, all non-wholly-owned subsidiaries of the Company, certain domestic subsidiaries and all immaterial subsidiaries. The CCWH Senior Notes are structurally subordinated to all existing and future obligations of the Non-Guarantor Subsidiaries, and the claims of creditors of the Non-Guarantor Subsidiaries, including trade creditors, will have priority as to the assets of these subsidiaries. In the event of a bankruptcy, liquidation or reorganization of any of the Non-Guarantor Subsidiaries, holders of their indebtedness and their trade and other creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to CCWH and, in turn, to its creditors.

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In addition, as of September 30, 2020, CCWH guaranteed $1,250.0 million principal amount of CCOH Senior Secured Notes, $1,980.0 million of borrowings under the Term Loan Facility, $150.0 million of borrowings and $20.2 million of letters of credit under the Revolving Credit Facility, and $67.6 million of letters of credit under the Receivables-Based Credit Facility. All of the subsidiaries of CCOH that guarantee the CCWH Senior Notes are guarantors of this secured indebtedness. The CCWH Senior Notes are effectively subordinated to, and the guarantee of each Guarantor of the CCWH Senior Notes is effectively subordinated to, the CCOH Senior Secured Notes, the Term Loan Facility, the Revolving Credit Facility and the Receivables-Based Credit Facility, to the extent of the value of the assets securing such indebtedness.

The obligations of each Guarantor under its guarantee are limited as necessary to prevent such guarantee from constituting a fraudulent conveyance under applicable law. If a guarantee were to be rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the Guarantor, and, depending on the amount of such indebtedness, a Guarantor’s liability on its guarantee could be reduced to zero. Each guarantee by a Guarantor provides by its terms that it shall be automatically and unconditionally released and discharged upon: (1) any sale, exchange or transfer (by merger or otherwise) of the Guarantor in a manner in compliance with the applicable provisions of the CCWH Senior Notes Indenture; (2) the designation of any restricted subsidiary that is a Guarantor as an unrestricted subsidiary; (3) CCWH’s exercising legal defeasance or covenant defeasance in accordance with the relevant provisions of the CCWH Senior Notes Indenture, or (4) a Guarantor ceasing to be a restricted subsidiary as a result of a transaction or designation permitted under the CCWH Senior Notes Indenture.

CCWH is a holding company with no significant operations or material assets other than the direct and indirect equity interests in its subsidiaries. CCWH derives all of its operating income from its subsidiaries. As a result, its cash flow and the ability to service its indebtedness, including the CCWH Senior Notes, depends on the performance of its subsidiaries and the ability of those entities to distribute funds to it.

CRITICAL ACCOUNTING ESTIMATES

The preparation of our financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. On an ongoing basis, we evaluate our estimates that are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The results of these evaluations form the basis for making judgments about the carrying values of assets and liabilities and the reported amount of revenue and expenses that are not readily apparent from other sources. Because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such difference could be material. Management believes that certain accounting estimates are the most critical to aid in fully understanding and evaluating our reported financial results, and they require management’s most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain. These critical accounting estimates, management's judgments and assumptions, and the effect if actual results differ from these assumptions are described under Part II, Item 7 ~~"Management's~~“Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations"~~Operations” in our ~~2019~~2020 Annual Report on Form 10-K.

Impairment Tests

We perform impairment tests onfor indefinite-lived intangible assets and goodwill at least annually, as of July 1 of each year, and more frequently as events or changes in circumstances warrant. During the first ~~and third quarters~~quarter of ~~2020,~~2021, we performed an impairment ~~tests~~test on our indefinite-lived billboard permits due to changes in our estimates and assumptions, ~~related to~~specifically an increase in the ~~expected negative financial statement impacts~~discount rate. Additionally, as of ~~COVID-19, including reductions in projected cash flows,~~July 1, 2021, we performed our annual impairment tests on indefinite-lived intangible assets and goodwill, as described below. ~~There continues to be a high level~~As of uncertainty in estimating our expected economic and operational impacts relative to COVID-19 as it is an evolving situation. As expected impacts from COVID-19 are revised, our estimates and assumptions may change, and we may experience further potential impacts to our financial statements in future periods.

~~Table~~September 30, 2021, there were no indicators of ~~Contents~~

~~Impairment Tests~~impairment.

Indefinite-lived Intangible Assets

Indefinite-lived intangible assets, such as our billboard permits, are reviewed at least annually for possible impairment and whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable using the direct valuation method as prescribed in ASC 805-20-S99. Under the direct valuation method, the estimated fair value of the indefinite-lived intangible assets is calculated at the market level as prescribed by ASC 350-30-35, and it is assumed that rather than acquiring indefinite-lived intangible assets as a part of a going concern business, the buyer hypothetically develops indefinite-lived intangible assets and builds a new operation with similar attributes from scratch. Thus, the buyer incurs start-up costs during the build-up phase that are normally associated with going concern value. Initial capital costs are deducted from the discounted cash flow model to calculate the value that is directly attributable to the indefinite-lived intangible assets. Our key assumptions using the direct valuation method are market revenue growth rates, market share, profit margin, duration and profile of the build-up period, estimated start-up capital costs and losses incurred during the build-up period, the risk-adjusted discount rate and terminal values. This data is populated using industry-normalized information representing an average asset within a market.

~~We performed our annual impairment test as of July 1, 2020, in accordance with ASC 350-30-35, which did not result in any impairment to our intangible assets.~~ Due to an increase in the ~~expected impacts from COVID-19,~~discount rate, we ~~also~~ tested our ~~intangible assets~~indefinite-lived billboard permits for impairment as of March 31, ~~2020 and September 30, 2020,~~2021, resulting in ~~the recognition~~an impairment charge of ~~impairment charges of $123.1~~$119.0 million ~~and $17.5 million in the first and third quarters of 2020, respectively, related to permits in multiple~~across several markets in our Americas ~~segment,~~segment. The impairment was primarily driven by an increase in the discount rate and reductions in projected cash flows ~~and an increased discount rate.~~related to the expected negative financial statement impacts from COVID-19. In determining the fair value of our billboard permits as of March 31, ~~2020 and September 30, 2020,~~2021, we used the following key ~~assumptions were used:~~assumptions:

•Industry revenue growth forecasts ~~were~~ used for the initial four-year period, which varied by ~~market;~~

◦For the March 31 test, industry revenue growth forecasts for the initial four-year period included an average growth of 2.4% over the first two years, factoring in the impacts related to COVID-19, and between 2.9% and 3.0% during the remaining two years;

◦~~For the September 30 test, industry revenue growth forecasts~~market, started with the trailing twelve month forecast period ending ~~September 30, 2021,~~March 31, 2022, and annual revenue growth on average of 8%4.9% was assumed from year two to year four, factoring in recovery from the impacts related to COVID-19;

•Revenue growth beyond the initial four-year period was assumed to be 3.0%;

•Revenue was grown over a build-up period, reaching maturity by the second year;

•Operating margins gradually ~~climb~~climbed to the industry average margin (as high as ~~53.3% for the March 31 test and 47.9% for the September 30 test,~~47.4%, depending on market size); by the third year; and

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•~~Discount~~The discount rate was assumed to be ~~10.0% as~~10.5%.

As of March 31, ~~2020 and 9.5%~~2021, markets with billboard permit fair values exceeding carrying amounts by 30% or less represented $124.1 million of the total fair value of billboard permits. These permits had fair values exceeding carrying amounts by $22.4 million in total. The fair value of billboard permits impaired during the three months ended March 31, 2021 was $191.9 million.

Additionally, we performed our annual impairment test as of ~~September 30, 2020.~~July 1, 2021, in accordance with ASC 350-30-35, which did not result in any additional impairment to our intangible assets. In determining the fair value of our billboard permits as of July 1, 2021, we used the following key assumptions:

•Industry revenue growth forecasts used for the initial four-year period, which varied by market, started with the trailing twelve month forecast period ending July 1, 2022, and annual revenue growth on average of 5.2% was assumed from year two to year four, factoring in recovery from the impacts related to COVID-19;

•Revenue growth beyond the initial four-year period was assumed to be 3.0%;

•Revenue was grown over a build-up period, reaching maturity by the second year;

•Operating margins gradually climbed to the industry average margin (as high as 47.7%, depending on market size) by the third year; and

•The discount rate was assumed to be 10.5%.

The assumptions used to perform our impairment test are not indicative of future results. While we believe we have made reasonable estimates and utilized appropriate assumptions to calculate the fair value of our indefinite-lived intangible assets, it is possible that a material change could occur. If future results are not consistent with our assumptions and estimates, we may be exposed to additional impairment charges in the future. As of September 30, 2020, markets with billboard permit fair values exceeding carrying amounts by 30% or less represented $74.9 million of the total fair value of billboard permits. These permits had fair values exceeding carrying amounts by $9.0 million in total. The fair value of billboard permits impaired during the three months ended September 30, 2020 was $46.9 million. The following table shows the decrease in the fair value of our ~~indefinite-lived intangible assets as of September 30, 2020~~billboard permits that would result from decreases of 100 basis points in our discrete and terminal period revenue growth rate and profit margin assumptions and an increase of 100 basis points in our discount rate ~~assumption:~~assumption as of each of the impairment testing dates:

(In thousands) Revenue growth rate Profit margin Discount rate
Decrease in fair value of:
(100 basis point decrease)1
(100 basis point decrease)2
(100 basis point increase)3
Billboard permits, as of September 30, 2020 $ (508,400) $ (126,000) $ (524,700)


(In thousands)	Revenue growth rate		Profit margin		Discount rate
Decrease in fair value of billboard permits:	(100 basis point decrease)		(100 basis point decrease)		(100 basis point increase)
As of March 31, 2021(1)	$	(323,500)	$	(88,400)	$	(331,900)
As of July 1, 2021(2)	$	(365,300)	$	(101,700)	$	(374,700)

~~1, 2, 3~~(1) The change in each assumption as of ~~September 30, 2020~~March 31, 2021 would ~~result~~have resulted in additional impairment of ~~$58.6~~$74.9 million, ~~$13.1~~$18.4 million and ~~$61.2~~$77.8 million, respectively.

~~Table~~(2) The change in the revenue growth rate and discount rate assumptions as of ~~Contents~~July 1, 2021 would have resulted in impairment of $18.2 million and $20.6 million, respectively. The change in the profit margin assumption as of July 1, 2021 would not have resulted in any impairment.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. We test goodwill at least annually for possible impairment and at interim dates if events or changes in circumstances indicate that goodwill might be impaired. The fair value of our reporting units is used to apply value to the net assets of each reporting unit. To the extent that the carrying amount of net assets would exceed the fair value, an impairment charge is recorded. The discounted cash flow approach that we use for valuing goodwill as part of the impairment testing approach involves estimating future cash flows expected to be generated from the related assets, discounted to their present value using a risk-adjusted discount rate. Terminal values are also estimated and discounted to their present value.

As previously described, we changed our presentation of segment information as of January 1, 2020 to reflect changes in the way the business is managed and resources are allocated by the CODM. This resulted in a change to our operating segments and certain reporting units. Corresponding with the change in our reporting units, we tested goodwill for impairment immediately before and after the change utilizing a discount rate of approximately 8.5% to 10.0% for each of our reporting units and an estimated perpetual growth rate of 3.0%. This testing did not identify impairment.

We performed our annual impairment test as of July 1, ~~2020,~~2021, in accordance with ASC 350-30-35, which did not result in any goodwill impairment. Due to the expected impacts from COVID-19, we also tested our goodwill for impairment as of March 31, 2020 and September 30, 2020. This resulted in the recognition of an impairment charge of $9.7 million during the third quarter of 2020 related to our Latin America reporting unit, reported within Other. In determining the fair value of our reporting units, ~~as of March 31, 2020 and September 30, 2020,~~ we used the following assumptions:

•Expected cash flows underlying our business plans for the ~~periods 2020 through 2025, which are~~initial five-year period were based on detailed, multi-year forecasts performed by each of our operating segments and reflect the advertising outlook across our businesses;

•Cash flows ~~beyond 2025~~ were projected to grow at a perpetual growth rate, which we estimated at 3.0%; and

•In order to risk-adjust the cash flow projections in determining fair value, we utilized a discount rate for each of our reporting units ~~of approximately~~ranging from 9.5% to ~~11.0% as~~12.0%.

Table of ~~March 31, 2020 test date and 8.5% to 10.5% as of September 30, 2020.~~Contents

Based on our assessment using the assumptions described above, a hypothetical 10% reduction in the estimated fair value of each of our reporting units with goodwill would not ~~result~~have resulted in a material impairment ~~condition as~~condition.

The assumptions used to perform our impairment test are not indicative of ~~September 30, 2020.~~

future results. While we believe we have made reasonable estimates and utilized appropriate assumptions to calculate the estimated fair value of our reporting units, it is possible a material change could occur. If future results are not consistent with our assumptions and estimates, we may be exposed to impairment charges in the future. The following table shows the decrease in the fair value of each of our reporting units with goodwill ~~as of September 30, 2020~~ that would result from decreases of 100 basis points in our discrete and terminal period revenue growth rate and profit margin assumptions and an increase of 100 basis points in our discount rate ~~assumption:~~assumption as of July 1, 2021:


(In thousands)	(In thousands)	Revenue growth rate		Profit margin		Discount rate		(In thousands)	Revenue growth rate		Profit margin		Discount rate
Decrease in fair value of reporting unit, as of September 30, 2020:		(100 basis point decrease)		(100 basis point decrease)		(100 basis point increase)
Decrease in fair value of reporting unit:								Decrease in fair value of reporting unit:	(100 basis point decrease)1		(100 basis point decrease)1		(100 basis point increase)1
Americas	Americas	$	(570,000)	$	(150,000)	$	(520,000)	Americas	$	(700,000)	$	(170,000)	$	(640,000)
Europe	Europe	$	(160,000)	$	(150,000)	$	(130,000)	Europe	$	(110,000)	$	(110,000)	$	(90,000)

1 Changes to our assumptions by these amounts would not result in goodwill impairment as the fair value of goodwill for each reporting unit would still be greater than its carrying value.

NEW ACCOUNTING PRONOUNCEMENTS

For a description of the expected impact of newly issued but not yet adopted accounting pronouncements on our financial position and results of operations, refer to Note 1 to our Condensed Consolidated Financial Statements located in Item 1 of Part I of this Quarterly Report on Form 10-Q.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

~~Cautionary Statement Concerning Forward-Looking Statements~~

This report contains various forward-looking statements which represent our expectations or beliefs concerning future events, including, without limitation, our future operating and financial performance, our restructuring plans, our ability to comply with the covenants in the agreements governing our indebtedness, and the availability of capital and the terms thereof. Statements expressing expectations and projections with respect to future matters are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which provides a safe harbor for forward-looking statements made by us or on our behalf. We caution that these forward-looking statements involve a number of risks and uncertainties and are subject to many variables that could impact our future performance. These statements are made on the basis of management’s views and assumptions, as of the time the statements are made, regarding future events and performance. There can be no assurance, however, that management’s expectations will necessarily come to pass. Actual future events and performance may differ materially from the expectations reflected in our forward-looking statements. We do not intend, nor do we undertake any duty, to update any forward-looking statements.

A wide range of factors could materially affect future developments and performance, including, but not limited to:

•the ~~magnitude of the~~continued impact of the COVID-19 pandemic on our operations and on general economic ~~conditions;~~conditions, including inflationary pressure;

•risks associated with weak or uncertain global economic conditions and their impact on the level of expenditures on advertising;

•our ability to service our debt obligations and to fund our operations and capital expenditures;

•the impact of our substantial indebtedness, including the effect of our leverage on our financial position and earnings;

•industry conditions, including competition;

•our ability to obtain and renew key ~~municipal concessions for our street furniture~~contracts with municipalities, transit authorities and ~~transit products;~~

•~~fluctuations in operating costs;~~private landlords;

•technological changes and innovations;

•shifts in population and other demographics;

•~~other general economic and political conditions~~fluctuations in ~~the U.S. and in other countries in which we currently do business, including those resulting from recessions, political events and acts or threats of terrorism or military conflicts;~~operating costs;

•changes in labor conditions and management;

•~~the impact of future dispositions, acquisitions and other strategic transactions;~~

•~~our ability to execute restructuring plans;~~

•~~legislative or regulatory requirements;~~

•regulations and consumer concerns regarding privacy and data protection;

•a breach of our information security measures;

•legislative or regulatory requirements;

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•restrictions on ~~outdoor~~out-of-home advertising of certain products;

•~~fluctuations in exchange rates and currency values;~~our ability to execute restructuring plans;

•~~risks~~the impact of ~~doing business in foreign countries;~~future dispositions, acquisitions and other strategic transactions;

•third-party claims of intellectual property infringement, misappropriation or other violation against ~~us;~~us or our suppliers;

•~~the risk that the Separation could result~~risks of doing business in ~~significant tax liability or other unfavorable tax consequences to us and impair our ability to utilize our federal income tax net operating loss carryforwards in future years;~~foreign countries;

•~~the risk that we may be more susceptible to adverse events following the Separation;~~fluctuations in exchange rates and currency values;

•~~the risk that we may be unable to replace the services iHeartCommunications provided us in a timely manner or on comparable terms;~~

•~~our dependence~~effects of Brexit on our ~~management team and other key individuals;~~

•~~the risk that indemnities from iHeartMedia will not be sufficient to insure us against the full amount of certain liabilities;~~business;

•volatility of our stock price;

•the ~~impact of our substantial indebtedness, including the~~ effect of ~~our leverage on our financial position and earnings;~~analyst or credit ratings downgrades;

~~Table~~•our ability to continue to comply with the applicable listing standards of ~~Contents~~the New York Stock Exchange;

•the ability of our subsidiaries to dividend or distribute funds to us in order for us to repay our debts;

•the restrictions contained in the agreements governing our indebtedness limiting our flexibility in operating our business;

•uncertainty relating to the ~~effect~~LIBOR calculation process and potential phasing out of ~~analyst or credit ratings downgrades;~~LIBOR;

•the risk that our historical financial information is not necessarily representative of the results we would have achieved as an independent public company and may not be a reliable indicator of future results;

•the risk that indemnities from iHeartMedia, Inc. will not be sufficient to insure us against the full amount of certain liabilities;

•our ~~ability to continue to comply with the applicable listing standards of the New York Stock Exchange;~~dependence on our management team and other key individuals; and

•certain other factors set forth in our other filings with the SEC.

This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative and is not intended to be exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks arising from changes in market rates and prices, including movements in ~~equity security prices,~~ foreign currency exchange rates, interest rates and inflation.

Foreign Currency Exchange Rate Risk

We have operations in ~~countries throughout the world,~~America, Europe and Latin America, and foreign operations are measured in their local currencies. As a result, our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which we have operations. Changes in economic or political conditions in any of the foreign countries in which we operate ~~including Brexit,~~ could result in exchange rate movement, new currency or exchange controls or other currency restrictions being imposed.

Our foreign operations reported net losses of ~~$58.9~~$25.9 million and ~~$232.7~~$169.5 million for the three and nine months ended September 30, ~~2020,~~2021, respectively. We estimate that a 10% increase in the value of the U.S. dollar relative to foreign currencies would have decreased our net losses for the three and nine months ended September 30, ~~2020~~2021 by ~~$5.9~~$2.6 million and ~~$23.3~~$17.0 million, respectively, and a 10% decrease in the value of the U.S. dollar relative to foreign currencies would have increased our net losses for the three and nine months ended September 30, ~~2020~~2021 by corresponding amounts. This analysis does not consider the implications that such currency fluctuations could have on the overall economic activity that could exist in such an environment in the U.S. or the foreign countries or on the results of operations of these foreign entities.

Interest Rate Risk

A portion of our long-term debt bears interest at variable rates; as a result, our financial results are affected by changes in interest rates. As of September 30, 2021, 36% of our aggregate principal amount of long-term debt bore interest at floating rates. Assuming the current level of borrowings and a 50% increase in LIBOR, it is estimated that our interest expense for the three and nine months ended September 30, 2021 would have increased by $0.4 million and $1.5 million, respectively.

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In the event of an adverse change in interest rates, management may take actions to mitigate our exposure. However, due to the uncertainty of the actions that would be taken and their possible effects, the preceding interest rate sensitivity analysis assumes no such actions. Further, the analysis does not consider the effects of the change in the level of overall economic activity that could exist in such an environment.

Inflation

Inflation is a factor in the economies in which we do business, and we continue to seek ways to mitigate its effect. Inflation has affected our performance in terms of higher costs for wages, salaries and equipment. Although the exact impact of inflation is indeterminable, we believe we have offset these higher costs by increasing the effective advertising rates of most of our ~~outdoor~~out-of-home display faces.

ITEM 4. CONTROLS AND PROCEDURES

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, we have carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Our disclosure controls and procedures are designed to provide reasonable assurance that information we are required to disclose in reports that are filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified by the SEC. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, ~~2020~~2021 at the reasonable assurance level.

There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, ~~2020~~2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

~~We currently are involved in certain legal proceedings arising in the ordinary course of business, with a large portion of~~For information regarding our litigation arising in the following contexts: commercial disputes, employment and benefits related claims, land use and zoning, governmental fines, intellectual property claims, and tax disputes. We are not aware of any other material pending legal proceedings, ~~by or against us.~~

~~China Investigation~~

Two former employees of Clear Media have been convicted in China of certain crimes, including the crime of misappropriation of funds, and sentenced to imprisonment. We are not aware of any litigation, claim or assessment pending against us in relation to this investigation. We advised both the SEC and the DOJ of this investigation and are cooperating to provide documents, interviews and information to the agencies. Subsequent to the announcement that we were considering a strategic review of our stake in Clear Media, in March 2020, we received a subpoena from the staff of the SEC and a Grand Jury subpoena from the United States Attorney's Office for the Eastern District of New York, both in connection with the previously disclosed investigation. For additional information related to the China investigation, refer to Note 5 to our Condensed Consolidated Financial Statements located in Item 1 of Part I of this Quarterly Report on Form 10-Q.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors disclosed under Part I, Item 1A ~~"Risk Factors"~~“Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, except that the risk factor set forth under, “The ~~coronavirus outbreak could impact our operations” in the Form 10-K is updated and replaced with the risk factor set forth below under “The~~ COVID-19 pandemic has negatively affected and will likely continue to negatively affect our business, operating results, financial condition and ~~prospects~~,”prospects” is updated and ~~the risk factors set forth below under “We face risks arising from our restructuring activities” and “~~We may not be able to remain in compliance with the continued listing requirements of the New York Stock Exchange (“NYSE”), and if the NYSE delists our common stock, it would have an adverse impact on the trading, liquidity and market price of our common stock~~” are added.~~replaced as follows:

The COVID-19 pandemic has negatively affected and will likely continue to negatively affect our business, operating results, financial condition and prospects.

On March 11, 2020, the COVID-19 outbreak was characterized as a pandemic by the World Health Organization. In response to the pandemic, governments around the world implemented numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, work-from-home orders and shutdowns. These measures have impacted and ~~may further~~continue to impact ~~all or portions of~~ our workforce and operations, the behavior of our advertising customers and of consumers, and the operations of our suppliers. Our business, along with the global economy, ~~has been~~was adversely affected by these measures, which ~~have~~ resulted in significant reductions in time spent out of home by consumers, reductions in advertising ~~spending, reductions in~~and consumer spending, volatile economic conditions and business disruptions across markets globally.

Our results of operations for the nine months ended September 30, 2020 have been negatively impacted by the COVID-19 pandemic, which has caused a significant reduction in time spent out-of-home as a result of work-from-home orders, a reduction in time spent in airports as a result of travel restrictions, and a general decrease in consumer spending. Due to the continued global spread of COVID-19, we anticipate continued significant adverse effects on our results of operations throughout our business during the remainder of the year as customers continue to defer buying decisions and reduce marketing spend. As some of the initial lock-downs and restrictions have been lifted in certain of the markets in which we operate, we have seen an increase in mobility, traffic and other out-of-home metrics from the second quarter; however, a resurgence in COVID-19 cases could result in restrictions being reinstated. Europe has already entered a marked surge in cases, beginning in early August, which continues to unfold.

The COVID-19 pandemic has caused an economic slowdown, and it is possible that it could cause a prolonged global recession. Expenditures by advertisers tend to be cyclical, reflecting economic conditions and budgeting and buying patterns, and economic slowdown, a prolonged recession or continued economic uncertainty as a result of the COVID-19 outbreak is likely to negatively affect our advertising customers. Additionally, the increased economic and demand uncertainty resulting from the COVID-19 pandemic has led to disruption and volatility in the global capital markets, which may continue in the fourth quarter potentially resulting in an increased cost of capital and an adverse impact on access to capital. It is unclear when an economic recovery could start and what a recovery will look like as countries emerge from this unprecedented shutdown of the global economy. The extent to which COVID-19 will ultimately impact our results will depend on future developments, which are highly uncertain, but weWe have experienced, and ~~are continuing to~~may experience in the future, significantly reduced advertising ~~spending,~~spend, which has and could continue to materially adversely impact our business, results of operations and overall financial performance in future ~~periods.~~

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~~These~~periods and ~~other~~could result in future impairments. As lockdowns have been lifted and mobility levels have increased, we have seen corresponding increases in revenue across our products; however, we are unable to predict if such increases will be sustained. Additionally, impacts of the COVID-19 pandemic could have the effect of heightening many of the other risks described in the “Risk Factors” section in our Annual Report on Form 10-K for the ~~Year Ended~~year ended December 31, ~~2019. The extent to which~~2020.

Although several COVID-19 vaccines are currently being widely administered in both the ~~coronavirus impacts our results will depend on future developments, which are highly uncertain~~U.S. and ~~cannot be predicted, including new information that may emerge concerning~~Europe, the duration and severity of the ~~coronavirus, the duration~~effects of the ~~outbreak, travel restrictions, business closures or business disruption, a reduction in time spent out~~pandemic continue to evolve and remain uncertain and may be impacted by various factors, including the pace of ~~home~~COVID-19 vaccine distribution and ~~the~~vaccine effectiveness, rates of infection from new COVID-19 variants, and actions taken throughout the world, including in our markets, to contain the coronavirus or ~~treat~~manage its impact. Macro-economic conditions, including inflationary pressures resulting from easing COVID-19 lockdowns, may also affect our business. Heightened levels of economic inflation could result in higher costs and decreased margins and earnings, since inflation has historically affected our performance in terms of higher costs for wages, salaries and equipment. If our costs are subject to significant inflationary pressures, we may not be able to fully offset such higher costs through advertising rate increases. Our inability or failure to do so could harm our business, financial condition and results of operations. The severity, magnitude and duration of ~~the~~ COVID-19 ~~pandemic is~~continues to be uncertain, ~~rapidly changing and~~evolving, hard to predict and depends on events beyond our knowledge or control. WeAs such, we might not be able to predict or respond to all impacts on a timely basis to prevent near- or long-term adverse impacts on our business, results of operations, financial condition and cash flows, which may be material.

~~We face risks arising from our restructuring activities.~~

In September 2020, we committed to a restructuring plan for our international division whereby we will reduce headcount in Europe and Latin America, partly in response to the impact of the COVID-19 pandemic on our international business and the advertising industry in those regions generally, and we also committed to a separate plan to reduce headcount in our Americas segment. We also undertake other restructuring initiatives with the intention of reducing costs from time to time. The process of restructuring entails, among other activities, reducing the level of staff, realigning our business processes and reorganizing our management.

Restructurings could adversely affect us. We may experience a decrease in employee morale and delays encountered in finalizing the scope of, and implementing, the restructurings. These risks are further complicated in international jurisdictions, where different legal and regulatory requirements govern the extent and speed of our ability to reduce our workforce. In addition, we may be unable to meet our business objectives due to the effects of the restructuring, and we may fail to achieve the expected cost savings of our restructuring plans and initiatives.

We may not be able to remain in compliance with the continued listing requirements of the New York Stock Exchange (“NYSE”), and if the NYSE delists our common stock, it would have an adverse impact on the trading, liquidity and market price of our common stock.

On August 4, 2020, we received written notification from the New York Stock Exchange (the “NYSE”) that we were not in compliance with an NYSE continued listing standard in Rule 802.01C of the NYSE Listed Company Manual because the average closing price of our common stock fell below $1.00 over a period of 30 consecutive trading days.

On September 1, 2020, the NYSE notified us that we had regained compliance with the NYSE’s continued listing standards after the average closing price of our common stock for the 30-trading days ended August 31, 2020 was above the NYSE’s minimum requirement of $1.00 per share based on a 30-trading day average. However, we cannot assure you that the price of our common stock will continue to remain in compliance with this standard or that we will remain in compliance with any of the other applicable continued listing standards of the NYSE. The price of our common stock may be adversely affected due to, among other things, our financial results, market conditions and the impacts of the COVID-19 pandemic.

Any future failure to remain in compliance with the NYSE's continued listing standards, and any subsequent failure to timely resume compliance with the NYSE's continued listing standards within the applicable cure period, could have adverse consequences including, among others, reducing the number of investors willing to hold or acquire our common stock, reducing the liquidity and market price of our common stock, adverse publicity and a reduced interest in us from investors, analysts and other market participants. In addition, a suspension or delisting could impair our ability to raise additional capital through the public markets and our ability to attract and retain employees by means of equity compensation.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table sets forth our purchases of shares of our common stock made during the quarter ended September 30, ~~2020:~~2021:


Period	Period	Total Number of Shares Purchased(1)	Average Price Paid per Share(1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs	Period	Total Number of Shares Purchased(1)	Average Price Paid per Share(1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
July 1 through July 31	July 1 through July 31	5,783	$	0.93	—	—	July 1 through July 31	14,002	$	1.61	—	—
August 1 through August 31	August 1 through August 31	—	$	—	—	—	August 1 through August 31	2,409	$	1.88	—	—
September 1 through September 30	September 1 through September 30	225,845	$	1.23	—	—	September 1 through September 30	594,109	$	2.45	—	—

Total	Total	231,628	$	1.22	—	—	Total	610,520	$	2.43	—	—

(1)The shares indicated consist of shares of our common stock tendered by employees to us during the three months ended September 30, ~~2020~~2021 to satisfy the employees’ tax withholding ~~obligation~~obligations in connection with the vesting and release of restricted shares, which are repurchased by us based on their fair market value on the date the relevant transaction occurs.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS


Exhibit Number						Description





~~4.1~~10.1						~~Indenture,~~Amended and Restated Employment Agreement, dated as of ~~August 4, 2020, among~~July 29, 2021, by and between Clear Channel ~~International B.V., the guarantors party thereto, U.S. Bank National Association, as trustee, paying agent, registrar, authentication agent~~Outdoor Holdings, Inc. and ~~transfer agent, and U.S. Bank Trustees Limited, as security agent~~C. William Eccleshare (incorporated by reference to Exhibit ~~4.1~~10.1 to ~~the Company's~~Clear Channel Outdoor Holdings, Inc.’s Current Report on Form 8-K filed on ~~August 4, 2020)~~July 30, 2021).
22.1*10.2						~~List~~Amended and Restated Employment Agreement, dated as of ~~Subsidiary Guarantors.~~July 28, 2021, by and between Clear Channel Outdoor Holdings, Inc. and Scott Wells (inc orporated by re ference to Exhibit 10.2 to Clear Channel Outdoor Holdings, Inc .’s Current Report on Form 8-K fi led on July 30, 202 1).
31.1*						Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**						Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*						XBRL Instance Document.
101.SCH*						XBRL Taxonomy Extension Schema Document.
101.CAL*						XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*						XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*						XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*						XBRL Taxonomy Extension Presentation Linkbase Document.
104						Cover Page Interactive Data File (formatted as inline XBRL).

__________________

* Filed herewith.

** Furnished herewith.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


						CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

November 9, ~~2020~~2021						/s/ JASON A. DILGER
						Jason A. Dilger
						Chief Accounting Officer

4340


			Page Number
Financial Statements:
Consolidated Balance Sheets			3
Consolidated Statements of Loss			4
Consolidated Statements of Comprehensive Loss			45
Consolidated Statements of Changes in Stockholders' Deficit			56
Consolidated Statements of Cash Flows			78
Condensed Notes to Consolidated Financial Statements:
Note 1. Basis of Presentation			89
Note 2. Segment Data			10
Note 3. Revenue			12
Note 4. Long-Term Debt			14
Note 5. Commitments and Contingencies			1516
Note 6. Income Taxes			1617
Note 7. Property, Plant and Equipment			1718
Note 8. Intangible Assets and Goodwill			1718

Note 9. ~~Related Party Transactions~~Cost-Savings Initiatives			1819
Note 10. Net Loss Per Share			1920
Note 11. Other Information			19
~~Note 12. Disposition~~			20


(In thousands, except share data)
	Three Months Ended September 30, 2019
	Pre-Separation		Post-Separation	Non-controlling Interest		Controlling Interest										Total
	Class A Common Shares Issued	Class B Common Shares Issued	Common Shares Issued			Common Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Treasury Stock
Balances at June 30, 2019	0	0	366,415,951	$	145,563	$	3,664	$	3,139,424	$	(5,161,413)	$	(339,739)	$	(2,424)	$	(2,214,925)

Net income (loss)				2,929		—		—		(215,298)		—		—		(212,369)
Exercise of stock options and release of stock awards			113,925	—		1		102		—		—		(60)		43
Share-based compensation				386		—		1,635		—		—		—		2,021
Payments from noncontrolling interests				3,363		—		—		—		—		—		3,363



Issuance of common stock			100,000,000	—		1,000		332,291		—		—		—		333,291
Other comprehensive loss				(5,543)		—		—		—		(4,430)		—		(9,973)
Other				(1,672)		—		—		—		—		—		(1,672)
Balances at September 30, 2019	0	0	466,529,876	$	145,026	$	4,665	$	3,473,452	$	(5,376,711)	$	(344,169)	$	(2,484)	$	(2,100,221)


(In thousands)	Nine Months Ended September 30, 2020		Year Ended December 31, 2019
Results of Operations Data:
Revenue	$	716,053	$	1,263,657
Operating income (loss)	(113,753)		239,307
Net loss attributable to the Obligor Group	(188,040)		(292,916)


	As of		As of
(In thousands)	September 30, 2020		December 31, 2019
Select Asset and Liability Data:
Cash and cash equivalents	$	427,521	$	287,773
Other current assets	203,845		265,368
Property, plant and equipment, net	591,702		669,402
Notes receivable from related-party non-guarantors	297,165		306,679
Other assets(1)	2,641,273		2,794,351
Current liabilities (excluding current portion of long-term debt)	315,456		397,107
Long-term debt (including current portion of long-term debt)	5,225,303		5,083,988
Mandatorily-redeemable preferred stock	—		44,912
Notes payable to related-party non-guarantors	67,959		80,146
Other non-current liabilities	1,365,694		1,422,997