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 ~~MARCH 31,~~SEPTEMBER 30, 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 ~~May 6,~~November 4, 2021
- - - - - - - - - - - - - - - - - - - - - - - - - -			- - - - - - - - - - - - - - - - - - - - - - - - - -
Common Stock, $0.01 par value per share			~~470,833,186~~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	1822
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3037
Item 4.	Controls and Procedures	3138

PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	3139
Item 1A.	Risk Factors	3139
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3239
Item 3.	Defaults Upon Senior Securities	3240
Item 4.	Mine Safety Disclosures	3240
Item 5.	Other Information	3240
Item 6.	Exhibits	3340

Signatures		3340

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)	March 31, 2021		December 31, 2020		(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	$	642,191	$	785,308	Cash and cash equivalents	$	599,999	$	785,308

Accounts receivable, net	Accounts receivable, net	358,500		468,329		Accounts receivable, net	537,258		468,329
Prepaid expenses	Prepaid expenses	55,979		49,509		Prepaid expenses	53,550		49,509
Other current assets	Other current assets	31,048		31,614		Other current assets	29,569		31,614

Total Current Assets	Total Current Assets	1,087,718		1,334,760		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	650,804		688,947		Structures, net	597,051		688,947
Other property, plant and equipment, net	Other property, plant and equipment, net	189,488		199,877		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	707,578		826,528		Indefinite-lived permits	707,967		826,528
Other intangible assets, net	Other intangible assets, net	289,443		292,751		Other intangible assets, net	280,273		292,751
Goodwill	Goodwill	701,050		709,637		Goodwill	699,910		709,637
OTHER ASSETS	OTHER ASSETS					OTHER ASSETS
Operating lease right-of-use assets	Operating lease right-of-use assets	1,621,693		1,632,664		Operating lease right-of-use assets	1,603,965		1,632,664
Other assets	Other assets	69,069		70,109		Other assets	68,512		70,109
Total Assets	Total Assets	$	5,316,843	$	5,755,273	Total Assets	$	5,365,338	$	5,755,273
CURRENT LIABILITIES	CURRENT LIABILITIES					CURRENT LIABILITIES
Accounts payable	Accounts payable	$	96,632	$	101,159	Accounts payable	$	99,236	$	101,159
Accrued expenses	Accrued expenses	398,048		444,492		Accrued expenses	456,035		444,492
Current operating lease liabilities	Current operating lease liabilities	347,716		343,793		Current operating lease liabilities	329,819		343,793
Accrued interest	Accrued interest	59,325		115,053		Accrued interest	108,886		115,053
Deferred revenue	Deferred revenue	86,306		64,313		Deferred revenue	94,438		64,313
Current portion of long-term debt	Current portion of long-term debt	21,353		21,396		Current portion of long-term debt	21,160		21,396

Total Current Liabilities	Total Current Liabilities	1,009,380		1,090,206		Total Current Liabilities	1,109,574		1,090,206
NON-CURRENT LIABILITIES	NON-CURRENT LIABILITIES					NON-CURRENT LIABILITIES
Long-term debt	Long-term debt	5,604,322		5,550,890		Long-term debt	5,716,742		5,550,890
Non-current operating lease liabilities	Non-current operating lease liabilities	1,309,173		1,341,759		Non-current operating lease liabilities	1,316,338		1,341,759
Deferred tax liabilities, net	Deferred tax liabilities, net	329,901		356,269		Deferred tax liabilities, net	326,326		356,269
Other long-term liabilities	Other long-term liabilities	194,693		198,751		Other long-term liabilities	184,182		198,751
Total Liabilities	Total Liabilities	8,447,469		8,537,875		Total Liabilities	8,653,162		8,537,875

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

STOCKHOLDERS’ DEFICIT	STOCKHOLDERS’ DEFICIT					STOCKHOLDERS’ DEFICIT
Noncontrolling interest	Noncontrolling interest	9,633		10,855		Noncontrolling interest	9,693		10,855
Common stock, par value $0.01 per share: 2,350,000,000 shares authorized (469,223,507 shares issued as of March 31, 2021; 468,703,164 shares issued as of December 31, 2020)		4,692		4,687
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	3,506,938		3,502,991		Additional paid-in capital	3,517,302		3,502,991
Accumulated deficit	Accumulated deficit	(6,271,887)		(5,939,534)		Accumulated deficit	(6,437,298)		(5,939,534)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(376,912)		(358,520)		Accumulated other comprehensive loss	(374,607)		(358,520)
Treasury stock (1,364,443 shares held as of March 31, 2021; 1,360,252 shares held as of December 31, 2020)		(3,090)		(3,081)
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	(3,130,626)		(2,782,602)		Total Stockholders' Deficit	(3,287,824)		(2,782,602)
Total Liabilities and Stockholders' Deficit	Total Liabilities and Stockholders' Deficit	$	5,316,843	$	5,755,273	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 LOSS

(UNAUDITED)


(In thousands, except per share data)	(In thousands, except per share data)	Three Months Ended			(In thousands, except per share data)	Three Months Ended						Nine Months Ended
		March 31,				September 30,						September 30,
			2021				2020			2021		2020		2021		2020
Revenue	Revenue		$	370,908			$	550,809	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)		283,290				350,269		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)		97,570				123,704		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)		34,042				36,338		Corporate expenses (excludes depreciation and amortization)	41,806		30,719		113,576		99,722
Depreciation and amortization	Depreciation and amortization		61,852				75,753		Depreciation and amortization	65,600		62,427		190,019		204,372
Impairment charges	Impairment charges		118,950				123,137		Impairment charges	—		27,263		118,950		150,400

Other operating expense, net			117				6,021
Other operating expense (income), net									Other operating expense (income), net	(2,422)		5,528		(4,045)		(58,051)

Operating loss			(224,913)				(164,413)
Operating income (loss)									Operating income (loss)	48,567		(75,913)		(162,908)		(308,918)
Interest expense, net	Interest expense, net		(92,693)				(90,142)		Interest expense, net	(84,276)		(90,551)		(267,211)		(269,435)
Loss on extinguishment of debt	Loss on extinguishment of debt		(51,101)				0		Loss on extinguishment of debt	—		(5,389)		(102,757)		(5,389)
Other income (expense), net	Other income (expense), net		6,554				(18,889)		Other income (expense), net	(11,973)		6,493		(1,788)		(16,886)
Loss before income taxes	Loss before income taxes		(362,153)				(273,444)		Loss before income taxes	(47,682)		(165,360)		(534,664)		(600,628)
Income tax benefit (expense)			28,697				(15,779)
Income tax benefit									Income tax benefit	6,894		29,516		36,019		32,958
Consolidated net loss	Consolidated net loss		(333,456)				(289,223)		Consolidated net loss	(40,788)		(135,844)		(498,645)		(567,670)
Less amount attributable to noncontrolling interest	Less amount attributable to noncontrolling interest		(1,103)				(11,732)		Less amount attributable to noncontrolling interest	43		93		(881)		(17,044)
Net loss attributable to the Company	Net loss attributable to the Company		$	(332,353)			$	(277,491)	Net loss attributable to the Company	$	(40,831)	$	(135,937)	$	(497,764)	$	(550,626)

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		$	(0.71)			$	(0.60)	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 COMPREHENSIVE LOSS

(UNAUDITED)


(In thousands)	(In thousands)	Three Months Ended			(In thousands)	Three Months Ended						Nine Months Ended
		March 31,				September 30,						September 30,
			2021				2020			2021		2020		2021		2020
Net loss attributable to the Company	Net loss attributable to the Company		$	(332,353)			$	(277,491)	Net loss attributable to the Company	$	(40,831)	$	(135,937)	$	(497,764)	$	(550,626)
Other comprehensive loss:
Other comprehensive income (loss):									Other comprehensive income (loss):
Foreign currency translation adjustments	Foreign currency translation adjustments		(19,346)				(16,421)		Foreign currency translation adjustments	876		1,561		(17,044)		(4,418)
Reclassification adjustments	Reclassification adjustments		944				0		Reclassification adjustments	—		721		944		721

Other comprehensive loss			(18,402)				(16,421)
Other adjustments to comprehensive income (loss), net of tax									Other adjustments to comprehensive income (loss), net of tax	—		704		—		685
Other comprehensive income (loss)									Other comprehensive income (loss)	876		2,986		(16,100)		(3,012)
Comprehensive loss	Comprehensive loss		(350,755)				(293,912)		Comprehensive loss	(39,955)		(132,951)		(513,864)		(553,638)
Less amount attributable to noncontrolling interest	Less amount attributable to noncontrolling interest		(10)				(2,251)		Less amount attributable to noncontrolling interest	(6)		65		(13)		(1,836)
Comprehensive loss attributable to the Company	Comprehensive loss attributable to the Company		$	(350,745)			$	(291,661)	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 March 31, 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 (1,103) — — (332,353) — — (333,456)
Exercise of stock options and release of stock awards 520,343 — 5 (4) — — (9) (8)
Share-based compensation 0 — 3,951 — — — 3,951
Payments to noncontrolling interests (109) — — — — — (109)
Other comprehensive loss (10) — — — (18,392) — (18,402)
Balances at March 31, 2021 469,223,507 $ 9,633 $ 4,692 $ 3,506,938 $ (6,271,887) $ (376,912) $ (3,090) $ (3,130,626)

(In thousands, except share data)
Three Months Ended March 31, 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 (11,732) — — (277,491) — — (289,223)
Exercise of stock options and release of stock awards 169,203 — 2 38 — — 286 326
Share-based compensation 42 — 3,735 — — — 3,777
Payments to noncontrolling interests (118) — — — — — (118)
Other comprehensive loss (2,251) — — — (14,170) — (16,421)
Other — — 3 — — — 3
Balances at March 31, 2020 466,914,142 $ 138,755 $ 4,669 $ 3,493,369 $ (5,634,283) $ (363,722) $ (2,331) $ (2,363,543)


(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)

~~See Condensed Notes to Consolidated Financial Statements~~


(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 ~~CASH FLOWS~~CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

(In thousands) Three Months Ended March 31,
2021 2020
Cash flows from operating activities:
Consolidated net loss $ (333,456) $ (289,223)
Reconciling items:
Depreciation, amortization and impairment charges 180,802 198,890
Non-cash operating lease expense 88,499 100,702
Loss on extinguishment of debt 51,101 0
Foreign exchange transaction loss (gain) (5,431) 18,755
Deferred taxes (26,634) 17,743
Other reconciling items, net 4,860 13,147
Changes in operating assets and liabilities:
Decrease in accounts receivable 114,998 75,232
Increase in prepaid expenses and other operating assets (10,193) (14,262)
Decrease in accounts payable and accrued expenses (40,098) (36,703)
Decrease in operating lease liabilities (106,282) (115,137)
Decrease in accrued interest (55,661) (56,881)
Increase in deferred revenue 11,573 9,574
Increase (decrease) in other operating liabilities 1,581 (20,458)
Net cash used for operating activities (124,341) (98,621)
Cash flows from investing activities:
Purchases of property, plant and equipment and concession rights (17,918) (35,894)
Other investing activities, net 273 (50)
Net cash used for investing activities (17,645) (35,944)
Cash flows from financing activities:
Draws on credit facilities 0 150,000
Proceeds from long-term debt 1,000,000 0
Payments on long-term debt (989,014) (5,070)
Debt issuance costs (11,789) (534)
Other financing activities, net (117) 204
Net cash provided by (used for) financing activities (920) 144,600
Effect of exchange rate changes on cash, cash equivalents and restricted cash (880) (8,691)
Net increase (decrease) in cash, cash equivalents and restricted cash (143,786) 1,344
Cash, cash equivalents and restricted cash at beginning of period 795,061 417,075
Cash, cash equivalents and restricted cash at end of period $ 651,275 $ 418,419
Supplemental disclosures:
Cash paid for interest $ 145,207 $ 145,938
Cash paid for income taxes, net of refunds $ 1,103 $ 8,257


(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

Table of Contents

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


(In thousands)	Nine Months Ended September 30,
	2021		2020
Cash flows from operating activities:
Consolidated net loss	$	(498,645)	$	(567,670)
Reconciling items:
Depreciation, amortization and impairment charges	308,969		354,772
Non-cash operating lease expense	273,334		261,014
Loss on extinguishment of debt	102,757		5,389
Deferred taxes	(30,285)		(49,277)
Gain on disposal of operating and other assets, net	(4,697)		(69,601)
Foreign exchange transaction loss	3,455		15,618
Credit loss expense (reversal)	(3,365)		15,302
Other reconciling items, net	23,421		14,967
Changes in operating assets and liabilities, net of effects of disposition:
Decrease (increase) in accounts receivable	(59,050)		143,473
Decrease (increase) in prepaid expenses and other operating assets	(8,089)		59
Increase in accounts payable and accrued expenses	28,507		37,976
Decrease in operating lease liabilities	(291,144)		(249,785)
Decrease in accrued interest	(5,889)		(37,626)
Increase in deferred revenue	12,104		21,956
Decrease in other operating liabilities	(5,656)		(12,001)
Net cash used for operating activities	(154,273)		(115,434)
Cash flows from investing activities:
Purchases of property, plant and equipment and concession rights	(82,438)		(93,249)
Proceeds from disposal of assets, net	5,671		218,545
Other investing activities, net	(2,672)		(1,034)
Net cash provided by (used for) investing activities	(79,439)		124,262
Cash flows from financing activities:
Draws on credit facilities	—		150,000

Proceeds from long-term debt	2,085,570		375,000
Payments on long-term debt	(2,005,905)		(69,517)
Debt issuance costs	(24,438)		(9,423)



Other financing activities, net	(4,935)		(1,087)
Net cash provided by financing activities	50,292		444,973
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(2,807)		(13,307)
Net increase (decrease) in cash, cash equivalents and restricted cash	(186,227)		440,494
Cash, cash equivalents and restricted cash at beginning of period	795,061		417,075
Cash, cash equivalents and restricted cash at end of period	$	608,834	$	857,569
Supplemental disclosures:
Cash paid for interest	$	264,387	$	302,097
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. 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 2020 Annual Report on Form 10-K, filed on February 25, 2021.

Certain prior period amounts in the Consolidated Statement of Cash Flows have been reclassified to conform to the 2021 presentation.

Recent Developments

COVID-19

In March 2020, the World Health Organization categorized coronavirus disease 2019 (“COVID-19”) as a pandemic. ~~The~~While the duration and severity of the effects of the pandemic remain ~~uncertain. The~~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”) staff guidance regarding accounting for rent concessions resulting from COVID-19. ~~During the three months ended March 31, 2021, the~~The Company recognized reductions of rent expense on lease and non-lease contracts due to negotiated rent abatements of ~~$22.7 million.~~$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 months ended March 31, 2021, the~~The Company received European governmental support and wage subsidies in response to COVID-19 of ~~$4.7~~$6.3 million ~~which~~and $13.1 million during the three and nine months ended September 30, 2021, respectively, and $7.2 million and $14.7 million 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.~~Europe, which it committed to during the third quarter of 2020. During the three and nine months ended ~~March 31,~~September 30, 2021, the Company incurred restructuring and other costs pursuant to this plan of ~~$1.7~~$16.3 million and $33.5 million, respectively, in its Europe ~~segment~~segment. During the nine months ended September 30, 2021, the Company incurred restructuring and ~~$0.9~~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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Disposition

On April 28, 2020, the Company ~~sold~~tendered its 50.91% stake in Clear Media Limited (“Clear Media”), a former indirect, non-wholly owned subsidiary of the Company based in ~~China.~~

~~Table~~China, pursuant to a voluntary conditional cash offer made by and on behalf of ~~Contents~~

Ever Harmonic Global Limited (“Ever Harmonic”), and on May 14, 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, which is recorded within “Other operating income, net” on the Company’s Consolidated Statement of Comprehensive Loss for the nine months ended September 30, 2020.

Use of 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 credit losses; assessment of lease and non-lease contract expenses; and measurement of compensation cost for bonus and other compensation plans. The 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 uncertainty in estimating the expected economic and operational impacts relative to COVID-19 as 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 financial statements.

New Accounting Pronouncements

New Accounting Pronouncements Recently Adopted

The Company adopted the guidance under Accounting 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, 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 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 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 Receivables-Based Credit Facility to finalize replacement rates; however, the Company does not expect the 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, an ongoing effort amongst regulators, standard setters, financial institutions and other market participants to replace the London Interbank Offered Rate (“LIBOR”) with alternative reference rates.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 ~~currently~~ assessing whether it will use these optional expedients and exceptions but does not ~~currently~~ expect adoption of this guidance to have a material impact on the Company’s consolidated financial statements or disclosures. In March 2021, the ICE Benchmark Administration, LIBOR’s administrator, announced that it will cease publication of certain LIBOR rates after December 31, 2021 and that USD LIBOR rates that do not cease as of this date will continue to be published through June 30, 2023. The Company ~~is evaluating its debt agreements and commercial contracts that may utilize LIBOR as the reference rate and~~ will continue to monitor and assess regulatory developments during the transition period.

NOTE 2 – SEGMENT DATA

The Company has 2 reportable segments, which it believes best reflect how the Company is currently managed – Americas and Europe. The Americas segment consists of operations primarily in the ~~United States (“~~U.S.”), and the Europe segment consists of operations in Europe and Singapore. The Company’s remaining operating segments do not meet the quantitative thresholds to qualify as reportable segments and are disclosed as “Other.” Each segment provides 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.

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Segment Adjusted EBITDA is the profitability metric reported to the 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 CODM in measuring segment performance or allocating resources between segments.

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The following table presents the Company’s reportable segment results for the three and nine months ended ~~March 31,~~September 30, 2021 and 2020:


(In thousands)	(In thousands)	Three Months Ended March 31,			(In thousands)	Three Months Ended September 30,						Nine Months Ended September 30,
			2021				2020			2021		2020		2021		2020
Revenue	Revenue								Revenue
Americas	Americas		$	211,884			$	295,787	Americas	$	319,020	$	223,715	$	802,524	$	719,202
Europe	Europe		149,524				211,690		Europe	262,568		216,934		659,216		535,970
Other(1)	Other(1)		9,500				43,332		Other(1)	14,828		6,856		36,666		58,048
Total	Total		$	370,908			$	550,809	Total	$	596,416	$	447,505	$	1,498,406	$	1,313,220

Capital Expenditures	Capital Expenditures								Capital Expenditures
Americas	Americas		$	5,725			$	15,817	Americas	$	15,857	$	9,293	$	39,988	$	41,189
Europe	Europe		8,050				10,095		Europe	12,992		12,067		30,298		31,489
Other(1)	Other(1)		1,313				6,342		Other(1)	862		2,420		3,082		10,805
Corporate	Corporate		2,830				3,640		Corporate	2,961		2,506		9,070		9,766
Total	Total		$	17,918			$	35,894	Total	$	32,672	$	26,286	$	82,438	$	93,249

Segment Adjusted EBITDA	Segment Adjusted EBITDA								Segment Adjusted EBITDA
Americas	Americas		$	64,220			$	107,958	Americas	$	139,086	$	70,716	$	330,527	$	225,693
Europe	Europe		(67,629)				(14,111)		Europe	31,271		(8,141)		(34,614)		(91,071)
Other(1)	Other(1)		(3,825)				(15,187)		Other(1)	425		(5,650)		(4,321)		(36,092)
Total	Total		$	(7,234)			$	78,660	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		$	(7,234)			$	78,660	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)		34,042				36,338		Corporate expenses(2)	41,806		30,719		113,576		99,722
Depreciation and amortization	Depreciation and amortization		61,852				75,753		Depreciation and amortization	65,600		62,427		190,019		204,372
Impairment charges	Impairment charges		118,950				123,137		Impairment charges	—		27,263		118,950		150,400
Restructuring and other costs(3)	Restructuring and other costs(3)		2,718				1,824		Restructuring and other costs(3)	17,231		6,901		36,000		11,005

Other operating expense, net			117				6,021
Other operating expense (income), net									Other operating expense (income), net	(2,422)		5,528		(4,045)		(58,051)
Interest expense, net	Interest expense, net		92,693				90,142		Interest expense, net	84,276		90,551		267,211		269,435
Other charges(4)			44,547				18,889
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		$	(362,153)			$	(273,444)	Consolidated net loss before income taxes	$	(47,682)	$	(165,360)	$	(534,664)	$	(600,628)

(1)Other includes the Company’s operations in Latin America and, for periods prior to the disposition of the Company’s stake in Clear Media on April 28, 2020, China.

(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 and Other 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 segment, for the three and nine months ended ~~March 31,~~September 30, 2021 and 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 March 31, 2021

Three Months Ended September 30, 2021								Three Months Ended September 30, 2021
Americas(1)	Americas(1)	$	94,068	$	117,816	$	211,884	Americas(1)	$	154,843	$	164,177	$	319,020
Europe	Europe	131,678		17,846		149,524		Europe	235,082		27,486		262,568

Other(2)	Other(2)	7,630		1,870		9,500		Other(2)	11,994		2,834		14,828
Total	Total	$	233,376	$	137,532	$	370,908	Total	$	401,919	$	194,497	$	596,416

Three Months Ended March 31, 2020
Three Months Ended September 30, 2020								Three Months Ended September 30, 2020
Americas(1)	Americas(1)	$	163,278	$	132,509	$	295,787	Americas(1)	$	109,165	$	114,550	$	223,715
Europe	Europe	187,190		24,500		211,690		Europe	189,342		27,592		216,934

Other(2)	Other(2)	39,276		4,056		43,332		Other(2)	5,366		1,490		6,856
Total	Total	$	389,744	$	161,065	$	550,809	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	$	985,601	$	512,805	$	1,498,406

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

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

(1)Americas total revenue for the three months ended September 30, 2021 and 2020 includes revenue from transit displays of ~~$21.4~~$45.7 million and ~~$55.5~~$25.0 million, ~~for the three months ended March 31, 2021 and 2020,~~ respectively, including revenue from airport displays of ~~$19.5~~$43.0 million and ~~$51.9~~$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 businesses in Latin America and, for periods prior to the disposition of the Company’s stake in Clear Media on April 28, 2020, China. Total revenue for the Company’s Latin America business ~~was $18.5 million for~~during the ~~three~~nine months ended ~~March 31, 2020.~~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 March 31,			Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands)	(In thousands)		2021			2020		(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		$	349,799		$	581,555	Beginning balance	$	346,306	$	239,957	$	349,799	$	581,555
Ending balance	Ending balance		$	243,689		$	375,509	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		$	37,712		$	52,589	Beginning balance	$	50,067	$	47,760	$	37,712	$	52,589
Ending balance	Ending balance		$	46,773		$	57,022	Ending balance	$	53,916	$	50,875	$	53,916	$	50,875

During the three months ended ~~March 31,~~September 30, 2021 and 2020, respectively, the Company recognized ~~$28.0~~$42.9 million and ~~$40.8~~$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, 2021 and 2020, respectively, the Company recognized $36.8 million and $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 ~~March 31,~~September 30, 2021, the Company expects to recognize ~~$113.9~~$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.

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NOTE 4 – LONG-TERM DEBT

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


(In thousands)	(In thousands)	March 31, 2021		December 31, 2020		(In thousands)	September 30, 2021		December 31, 2020
Term Loan Facility(1)	Term Loan Facility(1)	$	1,970,000	$	1,975,000	Term Loan Facility(1)	$	1,960,000	$	1,975,000
Revolving Credit Facility(2)	Revolving Credit Facility(2)	130,000		130,000		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 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		Clear Channel International B.V. 6.625% Senior Secured Notes Due 2025	375,000		375,000
Clear Channel Outdoor Holdings 7.75% Senior Notes Due 2028(2)		1,000,000		0
Clear Channel Worldwide Holdings 9.25% Senior Notes Due 2024(2)		961,525		1,901,525

Other debt(5)	Other debt(5)	5,136		6,763		Other debt(5)	39,694		6,763
Original issue discount	Original issue discount	(7,972)		(8,296)		Original issue discount	(7,312)		(8,296)
Long-term debt fees	Long-term debt fees	(58,014)		(57,706)		Long-term debt fees	(59,480)		(57,706)
Total debt	Total debt	$	5,625,675	$	5,572,286	Total debt	5,737,902		5,572,286
Less: Current portion	Less: Current portion	21,353		21,396		Less: Current portion	21,160		21,396
Total long-term debt	Total long-term debt	$	5,604,322	$	5,550,890	Total long-term debt	$	5,716,742	$	5,550,890

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

(2)The Company repaid the $130.0 million outstanding balance under the Revolving Credit Facility on October 26, 2021 using cash on hand.

(3)On February 17, 2021, the Company issued $1.0 billion in aggregate principal amount of 7.75% Senior Notes due 2028. On March 4, 2021, the Company used the net proceeds from this issuance to cause Clear Channel Worldwide Holdings, Inc. (“CCWH”), a subsidiary of the Company, to redeem $940.0 million aggregate principal amount of its 9.25% Senior Notes due 2024 (“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 partial redemption, the Company recognized a loss on debt extinguishment of $51.1 million during the three months ended 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, 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 ~~$5.7~~$5.9 billion and $5.6 billion as of ~~March 31,~~September 30, 2021 and December 31, 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 May 2021, the Company 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 delay the scheduled financial covenant step-down until 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, 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 for all reporting periods through March 31, 2022.

CCOH 7.75% Senior Notes Due 2028

On February 17, 2021, the Company completed the sale of $1.0 billion in aggregate principal amount of 7.75% Senior Notes due 2028 (the “CCOH 7.75% Senior 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 February 17, 2021 (the ~~“Indenture”~~“CCOH 7.75% Senior Notes Indenture”), by and among the Company, the subsidiaries of the Company acting as guarantors party thereto (collectively, the “Guarantors”), and U.S. Bank National Association, as trustee.

The CCOH 7.75% Senior Notes mature on April 15, 2028 and bear interest at a rate of 7.75% per annum. Interest on the CCOH 7.75% Senior Notes is payable to the holders thereof semi-annually on April 15 and October 15 of each year, beginning on October 15, 2021.

The CCOH 7.75% Senior Notes are guaranteed on a senior unsecured basis by certain of the Company’s wholly-owned existing and future domestic subsidiaries. The CCOH 7.75% 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 such collateral; 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 7.75% Senior Notes, including all of the Company’s foreign subsidiaries.

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The Company may redeem all or a portion of the CCOH 7.75% Senior 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 a redemption price equal to 100% of the principal amount of the CCOH 7.75% Senior Notes plus the “make-whole” premium described in the CCOH 7.75% Senior Notes Indenture. The Company may redeem up to 40% of the aggregate principal amount of the CCOH 7.75% Senior Notes at any time prior to April 15, 2024 using the net proceeds from certain equity offerings at 107.75% of the principal amount of the CCOH 7.75% Senior Notes.

The CCOH 7.75% 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.

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 ~~March 31,~~September 30, 2021, the Company had $43.2 million of letters of credit outstanding under its Revolving Credit Facility, resulting in $1.8 million of remaining excess availability. Additionally, the Company had $60.6 million of letters of credit outstanding under its 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 $24.8~~of $64.4 million. ~~Access to availability under these credit facilities is limited by the covenants relating to incurrence of secured indebtedness in the indenture governing the CCWH Senior Notes.~~ Additionally, as of ~~March 31,~~September 30, 2021, the Company had ~~$94.4~~$93.8 million and ~~$32.0~~$41.8 million of surety bonds and bank guarantees outstanding, respectively, a portion of which was supported by ~~$8.7~~$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.

~~Amendment to Senior Secured Credit Facilities~~

In June 2020, the Company entered into an amendment to the 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 May 2021, the Company 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, 2022. 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 for all reporting periods through March 31, 2022.

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.

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 of $16.9 million as of December 31, 2017. 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.

In February 2021, the Company negotiated a final settlement with the Italian tax authorities to repay a substantial portion of the VAT previously applied as a credit in relation to the transactions under investigation, amounting to ~~at current foreign exchange rates,~~ approximately $21.7 million, including penalties and interest. The Company had previously made payments of $8.1 million and applied VAT recoverable of $1.7 million against the outstanding balance. During the first ~~quarter~~nine months of 2021, the Company paid an additional ~~$3.5~~$4.5 million, with the majority of the residual amount to be paid in quarterly installments over the 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 ~~March 31,~~September 30, 2021 and 2020 consisted of the following components:

(In thousands) Three Months Ended March 31,
2021 2020
Current tax benefit $ 2,063 $ 1,964
Deferred tax benefit (expense) 26,634 (17,743)
Income tax benefit (expense) $ 28,697 $ (15,779)


(In thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Current tax benefit (expense)	$	4,713	$	1,481	$	5,734	$	(16,319)
Deferred tax benefit	2,181		28,035		30,285		49,277
Income tax benefit	$	6,894	$	29,516	$	36,019	$	32,958

The effective tax rates for the three and nine months ended ~~March 31,~~September 30, 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. These rates were ~~7.9% and (5.8)%, respectively.~~

~~The effective tax rate in the first quarter of 2021 was~~ 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 rate in the first quarter of 2020 was 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, as a result of entering into the agreement to irrevocably tender to sell its 50.91% stake in Clear Media, the Company recorded deferred tax expense and an associated deferred tax liability of $44.8 million during the three months ended March 31, 2020. As of March 31, 2020, the Company’s financial reporting basis in its investment in Clear Media exceeded its tax basis; the deferred tax liability recorded during the period represented the income tax obligation that was expected to arise in the U.S. and China upon the reversal of the Company’s outside basis difference in Clear Media through a sale.

NOTE 7 – PROPERTY, PLANT AND EQUIPMENT

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


(In thousands)	(In thousands)	March 31, 2021		December 31, 2020		(In thousands)	September 30, 2021		December 31, 2020
Structures	Structures	$	2,354,220	$	2,378,124	Structures	$	2,339,960	$	2,378,124
Furniture and other equipment	Furniture and other equipment	247,411		244,913		Furniture and other equipment	252,693		244,913
Land, buildings and improvements	Land, buildings and improvements	149,463		149,992		Land, buildings and improvements	148,937		149,992
Construction in progress	Construction in progress	35,839		42,366		Construction in progress	38,261		42,366
		2,786,933		2,815,395
Property, plant and equipment, gross						Property, plant and equipment, gross	2,779,851		2,815,395
Less: Accumulated depreciation	Less: Accumulated depreciation	1,946,641		1,926,571		Less: Accumulated depreciation	(1,995,516)		(1,926,571)
Property, plant and equipment, net	Property, plant and equipment, net	$	840,292	$	888,824	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 ~~March 31,~~September 30, 2021 and December 31, 2020:


(In thousands)	(In thousands)	March 31, 2021				December 31, 2020				(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	$	707,578	$	—	$	826,528	$	—	Indefinite-lived permits	$	707,967	$	—	$	826,528	$	—
Transit, street furniture and other outdoor contractual rights	Transit, street furniture and other outdoor contractual rights	453,305		(394,722)		458,316		(398,186)		Transit, street furniture and other outdoor contractual rights	449,063		(396,790)		458,316		(398,186)
Permanent easements	Permanent easements	163,258		0		162,900		0		Permanent easements	164,718		—		162,900		—
Trademarks	Trademarks	83,569		(16,312)		83,569		(14,229)		Trademarks	83,569		(20,477)		83,569		(14,229)
Other	Other	2,030		(1,685)		2,072		(1,691)		Other	1,638		(1,448)		2,072		(1,691)
Total intangible assets	Total intangible assets	$	1,409,740	$	(412,719)	$	1,533,385	$	(414,106)	Total intangible assets	$	1,406,955	$	(418,715)	$	1,533,385	$	(414,106)

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

•During the first quarter of 2021, the Company tested its indefinite-lived permits for impairment ~~during both the first quarters of 2021 and 2020 due to indicators of impairment, specifically,~~ due to an increase in the discount rate, ~~during~~resulting in an impairment charge of $119.0 million. The Company’s annual impairment test as of July 1, 2021 ~~and~~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, ~~during 2020. This testing~~resulting in ~~both quarters indicated~~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 indefinite-lived permits for impairment at the end of the third quarter of 2020, resulting in ~~charges~~an additional impairment charge of ~~$119.0 million and $123.1 million recorded during the three months ended March 31, 2021 and 2020, respectively.~~

~~Table of Contents~~$17.5 million.

Goodwill

The following table presents changes in the goodwill balance for the Company’s segments during the ~~three~~nine months ended ~~March 31,~~September 30, 2021:


(In thousands)	(In thousands)	Americas		Europe		Other		Consolidated		(In thousands)	Americas		Europe		Other		Consolidated
Balance as of December 31, 2020(1)	Balance as of December 31, 2020(1)	$	507,819	$	201,818	$	0	$	709,637	Balance as of December 31, 2020(1)	$	507,819	$	201,818	$	—	$	709,637

Foreign currency	Foreign currency	0		(8,587)		0		(8,587)		Foreign currency	—		(9,727)		—		(9,727)

Balance as of March 31, 2021		$	507,819	$	193,231	$	0	$	701,050
Balance as of September 30, 2021										Balance as of September 30, 2021	$	507,819	$	192,091	$	—	$	699,910

(1)The balance at December 31, 2020 is net of cumulative impairments of $2.6 billion, $191.4 million and $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 2020 Annual Report on Form 10-K. 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 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.

NOTE 9 – COST-SAVINGS INITIATIVES

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 impact of COVID-19. The Americas plan and the Latin America portion of the international plan were completed in 2020.

In Europe, the Company is continuing to make relevant announcements to employees ~~on a country by country basis and is continuing consultations with the works council, employee representatives, unions and other relevant organizations~~ 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. As of March 31, 2021, the Company had incurred a total amount of $10.0 million in costs in its Europe segment in connection with the Europe portion of the restructuring plan, including $1.7 million during the three months ended March 31, 2021. Substantially all charges related to this plan were or are expected to be severance benefits and related costs.

The following table presents ~~changes~~costs incurred in the ~~liability balances related to these~~Company’s Europe segment in connection with this portion of the restructuring ~~plans~~plan during the three and nine months ended ~~March 31, 2021:~~September 30, 2021 and 2020 and since the plan was initiated:

(In thousands) Americas Europe Other Corporate Total
Balance as of December 31, 2020 $ 2,533 $ 2,455 $ 0 $ 818 $ 5,806
Costs incurred and charged to Direct operating expenses(1)
0 285 0 0 285
Costs incurred and charged to Selling, general and administrative expenses(1)
0 1,380 0 0 1,380
Costs incurred and charged to Corporate expenses 0 0 0 901 901
Costs paid or otherwise settled (1,067) (2,835) 0 (742) (4,644)
Balance as of March 31, 2021 $ 1,466 $ 1,285 $ 0 $ 977 $ 3,728


(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 other costs and are therefore excluded from Segment Adjusted EBITDA.

As of September 30, 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, 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 nine months ended ~~March 31,~~September 30, 2021, the Company incurred ~~$1.4 million of~~ 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 a cost-savings ~~initiative~~initiatives outside of the aforementioned restructuring ~~plans, which was~~plans. These other cost-savings initiatives have been substantially completed and paid as of ~~March 31,~~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 ~~March 31,~~September 30, 2021 and 2020:


(In thousands, except per share data)	(In thousands, except per share data)	Three Months Ended March 31,			(In thousands, except per share data)	Three Months Ended September 30,						Nine Months Ended September 30,
			2021				2020			2021		2020		2021		2020
Numerator:	Numerator:								Numerator:
Net loss attributable to the Company – common shares	Net loss attributable to the Company – common shares		$	(332,353)			$	(277,491)	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		465,865				463,465		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		465,865				463,465		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		$	(0.71)			$	(0.60)	Basic	$	(0.09)	$	(0.29)	$	(1.06)	$	(1.19)
Diluted	Diluted		$	(0.71)			$	(0.60)	Diluted	$	(0.09)	$	(0.29)	$	(1.06)	$	(1.19)

Outstanding equity awards of ~~25.9~~27.9 million and ~~13.4~~11.6 million shares for the three months ended ~~March 31,~~September 30, 2021 and 2020, respectively, and 25.5 million and 12.5 million for the nine months ended September 30, 2021 and 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

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 ~~Condensed~~ Consolidated Statements of Cash Flows:


(In thousands)	(In thousands)	March 31, 2021		December 31, 2020		(In thousands)	September 30, 2021		December 31, 2020
Cash and cash equivalents in the Balance Sheet	Cash and cash equivalents in the Balance Sheet	$	642,191	$	785,308	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	1,170		1,433		Other current assets	1,200		1,433

Other assets	Other assets	7,914		8,320		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	$	651,275	$	795,061	Total cash, cash equivalents and restricted cash in the Statement of Cash Flows	$	608,834	$	795,061

Accounts Receivable and Allowance for Credit Losses

The following table discloses the components of “Accounts receivable, net,” as reported in the Consolidated Balance Sheets:


(In thousands)	(In thousands)	March 31, 2021		December 31, 2020		(In thousands)	September 30, 2021		December 31, 2020
Accounts receivable	Accounts receivable	$	388,171	$	500,372	Accounts receivable	$	561,931	$	500,372
Less: Allowance for credit losses	Less: Allowance for credit losses	(29,671)		(32,043)		Less: Allowance for credit losses	(24,673)		(32,043)
Accounts receivable, net	Accounts receivable, net	$	358,500	$	468,329	Accounts receivable, net	$	537,258	$	468,329

Credit loss expense (reversal) related to accounts receivable was ~~$(0.7)~~$(0.3) million and ~~$3.7~~$3.4 million during the three months ended ~~March 31,~~September 30, 2021 and 2020, respectively, and $(3.4) million and $15.3 million during the nine months ended September 30, 2021 and 2020, respectively.

Other Comprehensive ~~Loss~~Income (Loss)

There were 0no significant changes in deferred income tax liabilities resulting from adjustments to other comprehensive ~~loss~~income (loss) during the three and nine months ended ~~March 31,~~September 30, 2021 and 2020.

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Share-Based Compensation

On 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 5.3 million restricted stock units ("RSUs") and 2.1 million performance stock units ("PSUs") to certain of its employees.

•The RSUs generally vest in three equal annual installments on each of April 1, 2022, April 1, 2023 and April 1, 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 July 1, 2021 and ending on March 31, 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.

Amendment to Shareholder Rights Plan

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 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 2020 Annual Report on Form 10-K. All references in this Quarterly Report on Form 10-Q to the “Company,” “we,” “us” and “our” 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 – 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

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 have two reportable business segments, which we believe reflect how the Company is currently managed: Americas, which 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 for periods before its sale on April 28, 2020 and Latin America, do not meet the quantitative thresholds to qualify as reportable segments and are disclosed as “Other.” Each segment provides out-of-home advertising services in its respective geographic region using various digital and traditional display types.

Macroeconomic Indicators, Seasonality and Recent Developments

Advertising revenue for our 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.

We typically experience our lowest financial performance in the first quarter of the calendar year, which is generally offset during the remainder of the year as our business typically experiences its strongest performance in the second and fourth quarters of the calendar year. However, as described below, our financial performance in 2020 and ~~the first quarter of~~ 2021 ~~was severely~~has been 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

As described in our 2020 Annual Report on Form 10-K, COVID-19 ~~has~~ had a significant adverse impact on our results of operations starting in March ~~2020. Due to the timing and nature of the geographic spread of COVID-19, the adverse impacts to our results of operations for the three months ended March 31,~~ 2020, were primarily limited to our operations in China and certain markets in Europe that experienced the most concentrated outbreaks during this time. During the remainder of the year, due to the continued global spread of COVID-19, including throughout the U.S., we experienced significant adverse effects on our results of operations throughout our business, 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.

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~~During~~ In the first quarter of 2021, we continued to see revenues remain significantly below historic norms throughout our ~~business:~~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 ~~was the most significantly impacted. The U.S. experienced a decrease in reported daily COVID-19 cases and improvement in mobility levels during the first quarter~~as traveling began to rebound.

Table of ~~2021 as compared to the fourth quarter of 2020.~~Contents

•In ~~Europe, an increase in reported daily cases and hospitalizations resulted in the reinstatement of mobility restrictions in certain countries which created significant volatility in~~ our Europe segment, the relaxation of COVID-19 restrictions and increased vaccination levels have led to significant improvements in our revenue performance, particularly in the U.K. where revenues exceeded 2019 levels. Throughout Europe we saw strong performance in our street furniture and retail displays.

Currently, the gap to normalized quarterly booking activity ~~particularly~~is narrowing as most business segment activity is approaching historical seasonal levels. However, in ~~France and the United Kingdom (“U.K.”). Additionally, mobility levels remained significantly below pre-COVID-19 levels.~~

~~Both our Americas and Europe segments~~certain instances we continue to experience customer advertising buying decisions later in the buying cycle, ~~which can delay bookings and may cause performance to vary from our current expectations. Latin America bookings continue to be severely constrained.~~particularly in 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, restructuring plans to reduce headcount and other targeted liquidity ~~measures, and~~measures. 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 duration and severity of COVID-19 continue to evolve and remain uncertain. The extent to which COVID-19 will ultimately impact our results will depend on future developments, 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.

Executive Summary

The key developments in our business during the ~~three~~nine months ended ~~March 31,~~September 30, 2021 are summarized below:

•Consolidated revenue ~~decreased 32.7% during~~increased 14.1% as we continue to recover from COVID-19’s impacts.

•During the ~~three~~nine months ended ~~March 31,~~September 30, 2021, ~~as compared to the same period~~we recognized reductions of ~~2020. Excluding the impact from movements in foreign exchange rates, consolidated revenue decreased 34.8%. This was primarily driven by COVID-19~~expense for negotiated rent abatements and ~~its extensive impact on the global advertising market, which severely reduced our performance in both Americas~~European governmental support and ~~Europe, as well as the sale~~wage subsidies of ~~our Clear Media business on April 28, 2020.~~$78.9 million and $13.1 million, respectively.

•In February, we 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 redeem $940.0 million aggregate principal amount of the 9.25% Senior Notes due 2024 (the “CCWH Senior Notes”) ~~issued by Clear Channel Worldwide Holdings, Inc. (“CCWH”)~~.

•We recognized reductions of rent expense on lease and non-lease contracts due to negotiated rent abatements of $22.7 million. We also received European governmental support and wage subsidies in response to COVID-19 of $4.7 million, which have been recorded as reductions in compensation and rent costs.

•~~We continued to execute upon the Europe portion of our international restructuring plan to reduce headcount and incurred $1.7 million in restructuring costs pursuant to this plan during the quarter.~~ In April, we revised the Europe portion of ~~this plan to reflect delays in implementation and additional headcount reductions.~~our international restructuring plan. We expect this portion of the ~~revised~~ plan to be substantially complete by the end of the first quarter of 2023 ~~and estimate that~~with total charges, ~~for the Europe portion of the plan,~~ including charges already incurred, ~~of $10.0 million, will be~~ in a range of approximately $51 million to $56 million and to result in pre-tax annual cost savings in excess of $28 million. ~~Substantially all charges related~~During the nine months ended September 30, 2021, we incurred $33.5 million of costs pursuant to this ~~plan were or are expected~~plan.

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

•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, as previously described in the "Overview" discussion, the results for the interim period are not indicative of expected results for the full year.

Consolidated Results of Operations

The comparison of our historical results of operations for the three and nine months ended ~~March 31,~~September 30, 2021 to the three and nine months ended ~~March 31,~~September 30, 2020 is as follows:


(In thousands)	(In thousands)	Three Months Ended March 31,			%		(In thousands)	Three Months Ended September 30,					%		Nine Months Ended September 30,			%
			2021		2020				Change		2021		2020		Change	2021		2020		Change
Revenue	Revenue		$	370,908	$	550,809			(32.7)%	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)		283,290		350,269				(19.1)%	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)		97,570		123,704				(21.1)%	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)		34,042		36,338				(6.3)%	Corporate expenses (excludes depreciation and amortization)	41,806		30,719		36.1%	113,576		99,722		13.9%
Depreciation and amortization	Depreciation and amortization		61,852		75,753				(18.4)%	Depreciation and amortization	65,600		62,427		5.1%	190,019		204,372		(7.0)%
Impairment charges	Impairment charges		118,950		123,137				(3.4)%	Impairment charges	—		27,263			118,950		150,400

Other operating expense, net			117		6,021				(98.1)%
Operating loss			(224,913)		(164,413)				(36.8)%
Other operating expense (income), net										Other operating expense (income), net	(2,422)		5,528			(4,045)		(58,051)
Operating income (loss)										Operating income (loss)	48,567		(75,913)			(162,908)		(308,918)
Interest expense, net	Interest expense, net		(92,693)		(90,142)					Interest expense, net	(84,276)		(90,551)			(267,211)		(269,435)
Loss on extinguishment of debt	Loss on extinguishment of debt		(51,101)		—					Loss on extinguishment of debt	—		(5,389)			(102,757)		(5,389)
Other income (expense), net	Other income (expense), net		6,554		(18,889)					Other income (expense), net	(11,973)		6,493			(1,788)		(16,886)
Loss before income taxes	Loss before income taxes		(362,153)		(273,444)					Loss before income taxes	(47,682)		(165,360)			(534,664)		(600,628)
Income tax benefit (expense)			28,697		(15,779)
Income tax benefit										Income tax benefit	6,894		29,516			36,019		32,958
Consolidated net loss	Consolidated net loss		(333,456)		(289,223)					Consolidated net loss	(40,788)		(135,844)			(498,645)		(567,670)
Less amount attributable to noncontrolling interest	Less amount attributable to noncontrolling interest		(1,103)		(11,732)					Less amount attributable to noncontrolling interest	43		93			(881)		(17,044)
Net loss attributable to the Company	Net loss attributable to the Company		$	(332,353)	$	(277,491)				Net loss attributable to the Company	$	(40,831)	$	(135,937)		$	(497,764)	$	(550,626)

Consolidated Revenue

Consolidated revenue ~~decreased $179.9~~increased $148.9 million, or ~~32.7%~~33.3%, during the three months ended ~~March 31,~~September 30, 2021 compared to the same period of 2020. Excluding the ~~$11.9~~$6.7 million impact of movements in foreign exchange rates, consolidated revenue ~~decreased $191.8~~increased $142.2 million, or ~~34.8%~~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 increased $185.2 million, or 14.1%, ~~primarily due~~during the nine months ended September 30, 2021 compared to the ~~significant~~same period of 2020. Excluding the $42.5 million impact of movements in foreign exchange rates, consolidated revenue increased $142.7 million, or 10.9%. As we continue to recover from the 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 $67.0~~increased $34.1 million, or ~~19.1%~~11.7%, during the three months ended ~~March 31,~~September 30, 2021 compared to the same period of 2020. Excluding the ~~$13.8~~$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 ~~$80.8~~$18.7 million, or ~~23.1%~~2.1%, ~~largely due to lower site lease expenses throughout our business, mainly~~ driven by ~~lower revenue~~the sale of our Clear Media business 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 tohigher negotiated rent ~~abatements~~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.

The following table provides additional information about certain of ~~$22.7~~the drivers of consolidated direct operating expenses 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 and $3.9 million during the three months ended ~~March 31, 2021. Additionally, we received European governmental support~~September 30, 2021 and ~~wage subsidies totaling $3.5~~2020, respectively, and $8.7 million and $3.9 million during the nine months ended September 30, 2021 and 2020, respectively.

(2)Includes severance and related costs for our restructuring plans to reduce headcount of $8.0 million and $17.1 million during the three and nine months ended ~~March 31, 2021. Also contributing to the decrease in consolidated direct operating expenses was the sale of our Clear Media business.~~

~~Restructuring~~September 30, 2021, respectively, and ~~other costs included within consolidated direct operating expenses were $0.9 million and $0.3~~$0.5 million during the three and nine months ended March 31, 2021 and 2020, respectively. Included within restructuring and other costs for the three months ended March 31, 2021 were severance costs of $0.3 million related to the restructuring plan to reduce headcount in our European business.

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

Consolidated SG&A expenses ~~decreased $26.1~~increased $11.3 million, or ~~21.1%~~10.6%, during the three months ended ~~March 31,~~September 30, 2021 compared to the same period of 2020. Excluding the ~~$3.9~~$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 ~~$30.0~~$13.1 million, or ~~24.3%~~3.9%, ~~largely due to lower employee compensation costs~~ driven by operating cost savings initiatives implemented by the Company in response to COVID-19, lower revenue, and European governmental support and wage subsidies totaling $1.2 million during the three months ended March 31, 2021. Also contributing to the decrease in consolidated SG&A expenses was the sale of our Clear Media ~~business.~~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.

~~Restructuring and other costs included within~~The following table provides additional information about certain of the drivers of consolidated SG&A expenses ~~were $1.8~~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
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 reduce headcount of $8.3 million and ~~$1.6~~$16.4 million during the three and nine months ended ~~March 31,~~September 30, 2021, respectively, and ~~2020, respectively. Included within restructuring~~$4.8 million during the three and ~~other costs for the three~~nine months ended ~~March 31, 2021 were severance costs of $1.4 million related to the restructuring plan to reduce headcount in our European business.~~September 30, 2020.

Corporate Expenses

Corporate expenses ~~decreased $2.3~~increased $11.1 million, or ~~6.3%~~36.1%, during the three months ended ~~March 31,~~September 30, 2021 compared to the same period of 2020. Excluding the ~~$0.7~~$0.6 million impact of movements in foreign exchange rates, corporate expenses ~~decreased $3.0~~increased $10.5 million, or ~~8.3%~~34.2%. ~~This decrease was primarily driven by lower employee health benefit costs and lower variable incentive compensation expense resulting from declines in operating performance due to COVID-19.~~

~~Restructuring and other costs included within corporate~~

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Corporate expenses were $4.7 million and $5.2 million during the three months ended March 31, 2021 and 2020, respectively. Included within restructuring and other costs for the three months ended March 31, 2021 were severance costs of $0.9 million related to the restructuring plans to reduce headcount.

~~Depreciation and Amortization~~

~~Depreciation and amortization decreased~~increased $13.9 million, or ~~18.4%~~13.9%, during the ~~three~~nine months ended ~~March 31,~~September 30, 2021 compared to the same period of 2020. Excluding the ~~$1.6~~$3.0 million impact from movements in foreign exchange rates, corporate expenses increased $10.8 million, or 10.9%.

These increases were largely driven by higher variable incentive compensation related to improvements in operating performance and higher share-based compensation.

The following table provides information about restructuring and other costs included within corporate expenses 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
Restructuring and other costs(1)	$	1,498	$	2,345	$	8,612	$	10,676

(1)Includes severance and related costs for our restructuring plans to reduce headcount of $1.1 million during the nine months ended September 30, 2021 and $1.9 million during the three and nine months ended September 30, 2020.

Depreciation and Amortization

Depreciation and amortization increased $3.2 million, or 5.1%, during the three months ended September 30, 2021 compared to the same period of 2020. Excluding the $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 ~~$15.5~~$18.7 million, or ~~20.5%~~9.1%, ~~primarily~~mainly driven by the sale of our Clear Media ~~business, with the remaining decrease due to lower capital expenditures.~~business.

Impairment Charges

~~During the three months ended March 31, 2021 and 2020, we~~We recognized impairment charges of $119.0 million and ~~$123.1~~$150.4 million ~~respectively, on indefinite-lived permits in multiple markets of our Americas segment. The impairments~~ during ~~both periods were~~the nine months ended September 30, 2021 and 2020, respectively, driven by increases in the discount rate and 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 first quarter of 2021, we recognized impairment charges of $119.0 million related to our Americas indefinite-lived permits.

•During the first and third quarters of 2020, we recognized impairment charges of $123.1 million and $17.5 million, respectively, related to our Americas indefinite-lived permits. During the third quarter of 2020, we also impaired the goodwill allocated to our Latin America business, resulting in $9.7 million of additional impairment charges.

Other Operating Expense (Income), Net

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

For the nine months ended September 30, 2021 and 2020, we recognized other operating income, net, of $4.0 million and $58.1 million, respectively. The income in 2020 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, ~~increased $2.6~~decreased $6.3 million during the three months ended ~~March 31,~~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, 2021 compared to the same period of 2020. This decrease was driven by lower interest on our Term Loan Facility due to a favorable change in the interest rate, partially offset by the issuance of the Clear Channel International B.V. 6.625% Senior Secured Notes due 2025 (the “CCIBV Senior Secured Notes”) in August 2020 and, to a lesser extent, the overlapping period between the issuance of the CCOH Senior Notes in February 2021 and the partial redemption of the CCWH Senior Notes in March 2021. These increases were partially offset by lower interest on the Term Loan Facility due to quarterly payments of principal and a favorable change in the interest rate.2020.

Loss on Extinguishment of Debt

During the ~~three~~nine months ended ~~March 31,~~September 30, 2021, we recognized a loss on extinguishment of debt of ~~$51.1~~$102.8 million related to the ~~partial~~ redemption of the CCWH Senior Notes. We did not extinguish any debt during the three months ended ~~March 31,~~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.

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Other Income (Expense), Net

For the three months ended ~~March 31,~~September 30, 2021 and 2020, we recognized other expense, net, of $12.0 million and other income, net, of ~~$6.6 million and other expense, net, of $18.9~~$6.5 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, 2021 and 2020, we recognized other expense, net, of $1.8 million and $16.9 million, respectively. The change was due to lower net foreign exchange losses recognized in connection with intercompany notes denominated in foreign currencies, as well as costs incurred in connection with the Separation in 2020.

Income Tax Benefit ~~(Expense)~~

~~Table~~ Additionally, we recorded $59.5 million of ~~Contents~~

~~The effective~~ tax ~~rate~~expense in ~~the first quarter of~~ 2020 was 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, as a result of ~~entering into the agreement to irrevocably tender to sell its~~selling our 50.91% stake in Clear ~~Media, the Company recorded deferred tax expense and an associated deferred tax liability of $44.8 million during the three months ended March 31, 2020.~~Media.

Americas Results of Operations


(In thousands)	(In thousands)	Three Months Ended March 31,			%		(In thousands)	Three Months Ended September 30,					%		Nine Months Ended September 30,			%
			2021		2020				Change		2021		2020		Change	2021		2020		Change
Revenue	Revenue		$	211,884	$	295,787			(28.4)%	Revenue	$	319,020	$	223,715	42.6%	$	802,524	$	719,202	11.6%
Direct operating expenses(1)	Direct operating expenses(1)		105,831		135,223				(21.7)%	Direct operating expenses(1)	128,518		110,906		15.9%	334,491		354,430		(5.6)%
SG&A expenses(1)	SG&A expenses(1)		42,855		53,329				(19.6)%	SG&A expenses(1)	51,824		44,872		15.5%	139,433		143,629		(2.9)%
Segment Adjusted EBITDA	Segment Adjusted EBITDA		64,220		107,958				(40.5)%	Segment Adjusted EBITDA	139,086		70,716		96.7%	330,527		225,693		46.4%

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

Three Months

Americas Revenue

Americas revenue ~~decreased $83.9~~increased $95.3 million, or ~~28.4%~~42.6%, during the three months ended ~~March 31,~~September 30, 2021 compared to the same period of 2020. ~~Revenue~~During the third quarter of 2020, Americas revenue was adversely affected by ~~COVID-19 during the first quarter of~~COVID-19. As lockdowns have been lifted and mobility levels have increased in 2021, ~~resulting in decreases~~we have seen corresponding increases in revenue across all of our ~~products. The largest decline was in revenue~~products, most notably print billboards, digital billboards and airport displays. Revenue from airport displays ~~which decreased 62.4%~~increased 88.7% to ~~$19.5~~$43.0 million ~~during the three months ended March 31, 2021,~~ as compared to ~~$51.9~~$22.8 million during the same period of ~~2020. Total~~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 36.3% to $62.9 million~~increased 68.4% during the three months ended ~~March 31,~~September 30, 2021 as compared to ~~$98.8 million during~~ the same period of ~~2020. Digital revenue from billboards, street furniture and spectaculars was $56.3 million during the three months ended March 31, 2021,~~2020, as ~~compared to $74.2 million during the same period of 2020.~~ 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 transit ~~displays, including~~includes revenue from airport ~~displays, was $6.6 million during the three months ended March 31, 2021, as compared to $24.6 million during the same period of 2020.~~ digital displays.

Revenue generated from national sales comprised ~~36.0%~~37.1% and ~~37.7%~~36.5% of total revenue for the three months ended ~~March 31,~~September 30, 2021 and 2020, respectively, while the remainder of revenue was generated from local sales.

Americas Expenses

Americas direct operating expenses ~~decreased $29.4~~increased $17.6 million, or ~~21.7%~~15.9%, during the three months ended ~~March 31,~~September 30, 2021 compared to the same period of 2020 ~~primarily~~mainly due to ~~lower~~higher site lease ~~expenses~~expense related to ~~lower revenue and renegotiated contracts with landlords and municipalities.~~higher revenue. Americas site lease expense, which includes rent expense on both lease and non-lease contracts, ~~decreased 22.6%~~increased 15.3% to ~~$83.4~~$103.1 million during the three months ended ~~March 31,~~September 30, 2021 as compared to ~~$107.7~~$89.4 million during the same period of 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

Americas revenue increased $83.3 million, or 11.6%, during the nine months ended September 30, 2021 compared to the same period of 2020. As we continue to recover from the adverse effects of COVID-19, we have seen increases in revenue across many of our products, most notably digital and print billboards. This was partially offset by lower revenue from airport displays, which decreased 13.4% to $87.1 million as compared to $100.5 million during the same period of 2020.

Americas ~~SG&A~~total digital revenue increased 21.7% during the nine months ended September 30, 2021 as compared to the same period of 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 transit includes revenue from airport digital displays.

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

Americas Expenses

Americas direct operating expenses decreased ~~$10.5~~$19.9 million, or ~~19.6%~~5.6%, during the ~~three~~nine months ended ~~March 31,~~September 30, 2021 compared to the same period of 2020 ~~largely due~~driven by lower site lease expense, which decreased 8.1% to ~~lower~~$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 was partially offset by higher variable rent related to higher revenue.

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

Europe Results of Operations


(In thousands)	(In thousands)	Three Months Ended March 31,			%		(In thousands)	Three Months Ended September 30,					%		Nine Months Ended September 30,			%
			2021		2020				Change		2021		2020		Change	2021		2020		Change
Revenue	Revenue		$	149,524	$	211,690			(29.4)%	Revenue	$	262,568	$	216,934	21.0%	$	659,216	$	535,970	23.0%
Direct operating expenses(1)	Direct operating expenses(1)		169,482		173,596				(2.4)%	Direct operating expenses(1)	187,080		172,049		8.7%	554,087		476,541		16.3%
SG&A expenses(1)	SG&A expenses(1)		49,367		53,131				(7.1)%	SG&A expenses(1)	61,040		56,469		8.1%	173,936		156,026		11.5%
Segment Adjusted EBITDA	Segment Adjusted EBITDA		(67,629)		(14,111)				(379.3)%	Segment Adjusted EBITDA	31,271		(8,141)		484.1%	(34,614)		(91,071)		62.0%

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

Three Months

Europe revenue ~~decreased $62.2~~increased $45.6 million, or ~~29.4%~~21.0%, during the three months ended ~~March 31,~~September 30, 2021 compared to the same period of 2020. Excluding the ~~$12.4~~$6.2 million impact of movements in foreign exchange rates, Europe revenue ~~decreased $74.6~~increased $39.4 million, or ~~35.2%, with~~18.2%. During the ~~largest~~third quarter of 2020, Europe revenue ~~reductions occurring in France, the U.K, Sweden and Spain. Revenue~~ was adversely affected by ~~COVID-19~~COVID-19. As lockdown restrictions have been largely lifted in ~~each country~~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, ~~as mobility restrictions and lockdowns in Europe occurred throughout~~led by the ~~first quarter~~U.K.

Table of ~~2021, whereas government lockdowns during the comparable period of 2020 did not begin until March.~~ Contents

Europe digital revenue ~~decreased $21.6 million, or 33.6%, to $42.6 million~~increased 44.8% during the three months ended ~~March 31,~~September 30, 2021 as compared to ~~$64.2 million during~~ the same period of 2020. Excluding the ~~$3.4 million~~ impact of movements in foreign exchange rates, Europe digital revenue ~~decreased $25.0 million, or 38.9%.~~increased 39.3%, as follows:

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(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 ~~decreased $4.1~~increased $15.0 million, or ~~2.4%~~8.7%, during the three months ended ~~March 31,~~September 30, 2021 compared to the same period of 2020. Excluding the ~~$14.3~~$3.9 million impact of movements in foreign exchange rates, Europe direct operating expenses ~~decreased $18.4~~increased $11.1 million, or ~~10.6%. Direct operating expenses decreased in most of the countries in which we operate, with the largest decreases occurring in France, the U.K.~~6.5%, ~~Sweden and Spain. The largest driver of these decreases was lower site lease expense~~largely driven by ~~lower revenue and renegotiated contracts with landlords and municipalities.~~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 ~~$101.6~~$100.6 million during the three months ended ~~March 31,~~September 30, 2021 as compared to ~~$103.2~~$102.3 million during the same period of 2020. Excluding the ~~$8.8~~$2.1 million impact of movements in foreign exchange rates, Europe site lease expense decreased ~~$10.4~~$3.8 million, or ~~10.0%. Lower production, maintenance and installation expenses~~3.7%, driven by ~~lower revenue and the receipt of governmental support and wage subsidies also contributed to the decrease in direct operating expenses.~~higher negotiated rent abatements.

Europe SG&A expenses ~~decreased $3.8~~increased $4.6 million, or ~~7.1%~~8.1%, during the three months ended ~~March 31,~~September 30, 2021 compared to the same period of 2020. Excluding the ~~$4.2~~$1.1 million impact of movements in foreign exchange rates, Europe SG&A expenses ~~decreased $8.0~~increased $3.5 million, or ~~14.9%. SG&A expenses decreased~~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, 2021 compared to the same period of 2020. Excluding the $41.6 million impact of movements in foreign exchange rates, Europe revenue increased $81.7 million, or 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 ~~France,~~ the U.K. ~~and Sweden. These decreases are~~

Europe digital revenue increased 38.1% during the nine months ended September 30, 2021 as compared to the same period of 2020. Excluding the impact of movements in foreign exchange rates, Europe digital revenue 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 increased $77.5 million, or 16.3%, during the nine months ended September 30, 2021 compared to the same period of 2020. Excluding the $37.1 million impact of movements in foreign exchange rates, Europe direct operating expenses increased $40.4 million, or 8.5%, 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)	(In thousands)	Three Months Ended March 31,			%		(In thousands)	Three Months Ended September 30,					%		Nine Months Ended September 30,			%
			2021		2020				Change		2021		2020		Change	2021		2020		Change
Revenue	Revenue		$	9,500	$	43,332			(78.1)%	Revenue	$	14,828	$	6,856	116.3%	$	36,666	$	58,048	(36.8)%
Direct operating expenses(1)	Direct operating expenses(1)		7,977		41,450				(80.8)%	Direct operating expenses(1)	9,109		7,655		19.0%	25,643		64,461		(60.2)%
SG&A expenses(1)	SG&A expenses(1)		5,348		17,244				(69.0)%	SG&A expenses(1)	5,294		5,530		(4.3)%	15,224		30,608		(50.3)%
Segment Adjusted EBITDA(2)	Segment Adjusted EBITDA(2)		(3,825)		(15,187)				74.8%	Segment Adjusted EBITDA(2)	425		(5,650)		107.5%	(4,321)		(36,092)		88.0%

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

(2)Our Latin America business represented ($~~3.8) million and $1.9~~9.5) million of Other Segment Adjusted EBITDA for the ~~three~~nine months ended ~~March 31, 2021 and 2020, respectively.~~September 30, 2020.

Three Months

Other revenue ~~decreased $33.8~~increased $8.0 million, or ~~78.1%~~116.3%, during the three months ended ~~March 31,~~September 30, 2021 compared to the same period of 2020. Excluding the ~~$0.5~~$0.6 million impact of movements in foreign exchange rates, Other revenue ~~decreased $33.3~~increased $7.4 million, or ~~76.9%, primarily due to~~108.2%. During the ~~sale~~third quarter of ~~our Clear Media business. Revenue from our Latin America business was $9.5 million and $18.5 million for the three months ended March 31, 2021 and~~ 2020, ~~respectively. The decrease in~~ Latin America revenue ~~is due~~was adversely affected by COVID-19. As lockdowns continue to ~~the adverse impact of COVID-19 on our operations.~~be lifted and mobility levels have increased in 2021, we have seen corresponding increases in revenue.

Other direct operating expenses ~~decreased $33.5~~increased $1.5 million, or ~~80.8%~~19.0%, during the three months ended March 31, 2021 compared to the same period of 2020. Excluding the $0.5 million impact of movements in foreign exchange rates, Other direct operating expenses decreased $33.0 million, or 79.7%, primarily due to the sale of our Clear Media business. Direct operating expenses from our Latin America business were $8.0 million and $10.9 million for the three months ended March 31, 2021 and 2020, respectively. The decrease in Latin America direct expenses was due to lower site lease expense related to lower revenue and lower employee compensation costs driven by operating cost savings initiatives.

~~Other SG&A expenses decreased $11.9 million, or 69.0%, during the three months ended March 31,~~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 ~~$11.6~~$0.2 million, or ~~67.4%~~4.3%, ~~primarily due~~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 $21.4 million, or 36.8%, 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 $36.7 million and $28.8 million for the nine months ended September 30, 2021 and 2020, respectively, with the increase related to our recovery from COVID-19. Excluding the $0.9 million impact of movements in foreign exchange rates, Other revenue decreased $22.3 million, or 38.5%.

Other direct operating expenses decreased $38.8 million, or 60.2%, 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 $25.6 million and $24.0 million for the nine months ended September 30, 2021 and 2020, respectively, with the increase driven by higher site lease expense related to higher revenue. Excluding the $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 $15.4 million, or 50.3%, 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 ~~$5.3~~$15.2 million and ~~$5.7~~$15.0 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2021 and 2020, respectively. Excluding the $0.1 million impact of movements in foreign exchange rates, Other SG&A expenses decreased $15.5 million, or 50.7%.

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LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

The following discussion highlights cash flow activities during the ~~three~~nine months ended ~~March 31,~~September 30, 2021 and 2020:


(In thousands)	(In thousands)	Three Months Ended March 31,				(In thousands)	Nine Months Ended September 30,
		2021		2020			2021		2020
Net cash provided by (used for):	Net cash provided by (used for):					Net cash provided by (used for):
Operating activities	Operating activities	$	(124,341)	$	(98,621)	Operating activities	$	(154,273)	$	(115,434)
Investing activities	Investing activities	$	(17,645)	$	(35,944)	Investing activities	$	(79,439)	$	124,262
Financing activities	Financing activities	$	(920)	$	144,600	Financing activities	$	50,292	$	444,973

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Operating Activities

~~Net~~During the nine months ended September 30, 2021, net cash used for operating activities was $124.3 million and $98.6 million during the three months ended March 31, 2021 and 2020, respectively. During the three months ended March 31, 2021, the net cash outflows from operating activities were largely driven by the adverse impacts of COVID-19 on current period sales and fourth quarter sales activity resulting in less cash collections during the period. These impacts were only partially offset by reduced expenditures related to operating cost savings initiatives and working capital optimization particularly around site lease costs.

•During the three months ended March 31, 2021, consolidated net loss of $333.5 million was partially offset by $293.2 million of net add-backs for non-cash reconciling items, most notably depreciation, amortization and impairment charges, non-cash operating lease expense and loss on extinguishment of debt. Additionally, changes in working capital balances resulted in $84.1 million of net cash outflows.$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 ~~three~~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 ~~March 31, 2021 was $145.2 million.~~

•~~During the three months ended March 31,~~September 30, 2020, consolidated net loss of $289.2 million was offset by $349.2 million of net add-backs for non-cash reconciling items, most notably depreciation, amortization and impairment charges and non-cash operating lease expense. Changes in working capital balances resulted in $158.6 million of net cash ~~outflows.~~used for operating activities was $115.4 million. Cash paid for interest ~~during~~was $302.1 million. Cash collections from customers exceeded cash payments to vendors; however, cash collections primarily later in the ~~three months ended March 31, 2020~~period lagged due to COVID-19’s impact on sales and our collection cycle. This adverse impact was ~~$145.9 million.~~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~~Cash used for investing activities reflects our capital expenditures, which primarily relate to construction and sustaining activities for billboards, street furniture and other out-of-home advertising displays, including digital displays. We had the following capital expenditures during the ~~three~~nine months ended ~~March 31,~~September 30, 2021 and 2020:


(In thousands)	(In thousands)	Three Months Ended March 31,			(In thousands)				Nine Months Ended September 30,
			2021			2020				2021		2020
Americas~~(1)~~	Americas~~(1)~~		$	5,725		$	15,817	Americas~~(1)~~		$	39,988	$	41,189
Europe~~(1)~~	Europe~~(1)~~		8,050			10,095		Europe~~(1)~~		30,298		31,489
Other~~(2)~~(1)	Other~~(2)~~(1)		1,313			6,342		Other~~(2)~~(1)		3,082		10,805
Corporate	Corporate		2,830			3,640		Corporate		9,070		9,766
Total	Total		$	17,918		$	35,894	Total		$	82,438	$	93,249

(1)Capital expenditures have been reduced or deferred as part of our strategy to increase our liquidity and preserve and strengthen our financial flexibility given the adverse financial impacts and economic uncertainty resulting from COVID-19.

~~(2)~~Other capital expenditures during the ~~three~~nine months ended ~~March 31,~~September 30, 2020 included $3.8 million of capital expenditures related to the purchase of concession rights in China, prior to the sale of Clear Media.

~~Table~~Net cash provided by investing activities during the nine months ended September 30, 2020 also reflects the April 2020 sale of ~~Contents~~

Clear Media, which resulted in $216.0 million of proceeds, net of cash retained by Clear Media.

Financing Activities

Net cash ~~used for~~provided by financing activities during the ~~three~~nine months ended ~~March 31,~~September 30, 2021 ~~primarily~~ reflected ~~a principal payment of $5.0 million on our Term Loan Facility mostly offset by $4.7~~$36.1 million of net cash proceeds from the ~~issuance~~issuances of the CCOH 7.75% Senior Notes and CCOH 7.5% Senior Notes, after the payment of debt issuance costs and ~~partial~~ 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 ~~three~~nine months ended ~~March 31,~~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 under our Revolving Credit Facility to enhance liquidity and preserve financial flexibility during the economic downturn resulting from ~~COVID-19,~~COVID-19. These financing cash inflows were partially offset by athe 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 ~~payment~~payments of ~~$5.0~~$15.0 million on our Term Loan Facility.

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Anticipated Cash Requirements

Sources of Capital and Liquidity

Our primary sources of liquidity are cash on hand, cash flow from operations and our credit facilities. ~~Additionally, in~~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 ~~March 31,~~September 30, 2021, we had ~~$642.2~~$600.0 million of cash on our balance sheet, including ~~$293.8~~$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 ~~March 31,~~September 30, 2021, we had excess availability of ~~$24.8~~$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 ~~subject to limitations~~using cash on hand, resulting in ~~the indenture governing the CCWH Senior Notes.~~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. 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 renegotiating contracts with landlords and municipalities, reducing compensation costs, obtaining European governmental support and wage subsidies, reducing discretionary expenses, and deferring capital expenditures and site lease payments. 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 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.

We continue to execute on the Europe portion of our international restructuring plan to reduce headcount and incurred approximately ~~$1.7~~$33.5 million in related charges during the ~~three~~nine months ended ~~March 31,~~September 30, 2021. In April 2021, we revised the Europe portion of this restructuring plan to reflect delays in implementation and additional headcount reductions. As revised, we estimate that total charges for ~~the Europe~~this portion of the plan, including ~~$10.0~~$41.9 million of charges already incurred, will be in a range of approximately $51 million to $56 million, all of which is 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 $28 million. However, 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 ~~three~~nine months ended ~~March 31,~~September 30, 2021, we made cash expenditures of ~~$2.8~~$8.6 million related to the Europe portion of our international restructuring plan. In addition, we made cash expenditures of ~~$1.1~~$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 ~~$0.7~~$1.4 million related to costs incurred in conjunction with these plans related to ~~Corporate~~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 ~~three~~nine months ended ~~March 31,~~September 30, 2021, we spent ~~$145.2~~$264.4 million of cash to pay interest on our debt. We anticipate having approximately ~~$215.8~~$123.2 million of cash interest payment obligations during the remainder of 2021 and ~~$334.0~~$318.9 million of cash interest payment obligations in 2022, assuming we do not refinance or incur additional debt. Additionally, during the ~~three~~nine months ended ~~March 31,~~September 30, 2021, we made ~~a $5.0~~$15.0 million of principal ~~payment~~payments on the Term Loan Facility and expect to make additional principal payments of ~~$15.0~~$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 ~~2024~~2025 when the ~~remaining balance~~$375.0 million aggregate principal amount of ~~$961.5 million of CCWH~~CCIBV Senior Secured Notes ~~and the outstanding balance under the Revolving Credit Facility are~~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 ~~March 31,~~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 ~~our lack of history operating as a company independent from iHeartCommunications~~ 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.

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 and delay the timing of the financial covenant step-down of the first lien net leverage ratio until the first quarter of 2022. In May 2021, we entered into a second amendment to the 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 agreed not to make voluntary restricted payments with certain exceptions. We were in compliance with the minimum liquidity covenant as of ~~March 31,~~September 30, 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 ~~March 31,~~September 30, 2021, we were in compliance with the covenants contained in our financing agreements.

~~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, which have been registered under the Securities Act. 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) Three months ended March 31, 2021 Year ended December 31, 2020
Results of Operations Data:
Revenue $ 211,072 $ 972,783
Operating loss (116,872) (92,976)
Net loss attributable to the Obligor Group (228,433) (232,568)

As of As of
(In thousands) March 31, 2021 December 31, 2020
Select Asset and Liability Data:
Cash and cash equivalents $ 348,427 $ 438,151
Other current assets 202,052 215,987
Property, plant and equipment, net 546,211 574,127
Notes receivable from related-party non-guarantors 283,249 293,095
Other assets(1)
2,499,690 2,624,745
Current liabilities (excluding current portion of long-term debt) 346,669 395,426
Long-term debt (including current portion of long-term debt) 5,256,313 5,202,909
Notes payable to related-party non-guarantors 115,083 122,295
Other non-current liabilities 1,289,757 1,329,030

~~(1)~~ ~~Investments in non-guarantor subsidiaries have been excluded from the presentation of Other assets. Other assets primarily consists of goodwill, intangible assets and right-of-use assets.~~

As of March 31, 2021, CCWH had $961.5 million of CCWH Senior Notes outstanding. The CCWH Senior Notes are guaranteed, jointly and severally, irrevocably and unconditionally, on an unsecured senior basis, by CCOH and certain of CCOH’s existing and future subsidiaries (the “Guarantors”). Not all of CCOH’s subsidiaries guarantee the CCWH Senior Notes. The subsidiaries of CCOH that do not guarantee the CCWH Senior Notes (the “Non-Guarantor Subsidiaries”) include all foreign subsidiaries of CCOH, all non-wholly-owned subsidiaries of CCOH, 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 March 31, 2021, CCWH guaranteed $1,250.0 million principal amount of CCOH Senior Secured Notes, $1.0 billion of CCOH Senior Notes, $1,970.0 million of borrowings under the Term Loan Facility, $130.0 million of borrowings and $43.2 million of letters of credit under the Revolving Credit Facility and $60.6 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 indebtedness. The CCWH Senior Notes and the guarantee of each Guarantor of the CCWH Senior Notes rank ~~pari passu~~ in right of payment with the CCOH Senior Notes and are 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 indenture governing the CCWH Senior Notes; (2) the designation of any restricted subsidiary that is a Guarantor as an unrestricted subsidiary; (3) CCWH exercising legal defeasance or covenant defeasance in accordance with the relevant provisions of the indenture governing the CCWH Senior Notes; or (4) a Guarantor ceasing to be a restricted subsidiary as a result of a transaction or designation permitted under the indenture governing the CCWH Senior Notes.

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 Discussion and Analysis of Financial Condition and Results of Operations” in our 2020 Annual Report on Form 10-K.

Impairment Tests

We perform impairment tests for 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 quarter of 2021, we performed an impairment test on our indefinite-lived billboard permits due to changes in our estimates and assumptions, specifically an increase in the discount ~~rate,~~rate. Additionally, as of July 1, 2021, we performed our annual impairment tests on indefinite-lived intangible assets and goodwill, as described below.

~~Impairment Tests~~ As of September 30, 2021, there were no indicators of 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.

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Due to an increase in the discount rate, we tested our indefinite-lived billboard permits for impairment as of March 31, 2021, resulting in an impairment charge of $119.0 million across several markets in our Americas segment. The impairment was primarily driven by an increase in the discount rate and reductions in projected cash flows related to the expected negative financial statement impacts from COVID-19. In determining the fair value of our billboard permits as of March 31, 2021, we used the following key ~~assumptions were used:~~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 March 31, 2022, and annual revenue growth on average of 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 47.4%, depending on market size) by the third year; and

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

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 impairment charges in the future. As of March 31, 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 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. The following table shows the decrease in the fair value of our ~~indefinite-lived intangible assets as of March 31, 2021~~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 $ (323,500) $ (88,400) $ (331,900)


(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 March 31, 2021 would ~~result~~have resulted in additional impairment of $74.9 million, $18.4 million and $77.8 million, respectively.

(2) The change in the revenue growth rate and discount rate assumptions as of 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.

We performed our annual impairment test as of July 1, 2021, in accordance with ASC 350-30-35, which did not result in any goodwill impairment. In determining the fair value of our reporting units, we used the following assumptions:

•Expected cash flows underlying our business plans for the 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 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 ranging from 9.5% to 12.0%.

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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 have resulted in a material impairment condition.

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 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 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 as of July 1, 2021:


(In thousands)	Revenue growth rate		Profit margin		Discount rate
Decrease in fair value of reporting unit:	(100 basis point decrease)1		(100 basis point decrease)1		(100 basis point increase)1
Americas	$	(700,000)	$	(170,000)	$	(640,000)
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.

~~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 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;

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•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 contracts with municipalities, transit authorities and private landlords;

•technological changes and innovations;

•shifts in population and other demographics;

•fluctuations in operating costs;

•changes in labor conditions and management;

•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 out-of-home advertising of certain products;

•our ability to execute restructuring plans;

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

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

•risks of doing business in foreign countries;

•fluctuations in exchange rates and currency values;

•effects of Brexit on our business;

•volatility of our stock price;

•the effect of analyst or credit ratings downgrades;

•our ability to continue to comply with the applicable listing standards of the New York Stock ~~Exchange (“NYSE”);~~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 LIBOR calculation process and potential phasing out of 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 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 foreign currency exchange rates, interest rates and inflation.

Foreign Currency Exchange Rate Risk

We have operations in 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 could result in exchange rate movement, new currency or exchange controls or other currency restrictions being imposed.

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Our foreign operations reported net losses of ~~$100.5~~$25.9 million and $169.5 million for the three and nine months ended ~~March 31, 2021.~~September 30, 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 ~~March 31,~~September 30, 2021 by ~~$10.1~~$2.6 million and $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 ~~March 31,~~September 30, 2021 by a corresponding ~~amount.~~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 ~~March 31,~~September 30, 2021, ~~37%~~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 ~~March 31,~~September 30, 2021 would have increased by ~~$0.6 million.~~$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 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 ~~March 31,~~September 30, 2021 at the reasonable assurance level.

There were no changes in our internal control over financial reporting that occurred during the quarter ended ~~March 31,~~September 30, 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

For information regarding our material pending legal proceedings, 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” in our Annual Report on Form 10-K for the year ended December 31, 2020, except that the risk factor set forth under, “The COVID-19 pandemic has negatively affected and will likely continue to negatively affect our business, operating results, financial condition and prospects” is updated and 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 ~~will~~ continue to impact 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 and consumer spending, volatile economic conditions and business disruptions across markets globally.

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We have experienced, and ~~are continuing to~~may experience in the future, significantly reduced advertising spend, which has and could continue to materially adversely impact our business, results of operations and overall financial performance in future periods and could result in future impairments. ~~During the three months ended March 31, 2021, we continued to see~~As lockdowns have been lifted and mobility levels ~~and revenues remain significantly below pre-COVID-19 levels throughout~~have increased, we have seen corresponding increases in revenue across our business, including in our Americas segment, where our transit business was the most significantly impacted, and in our Europe segment, where an increase in reported daily cases and hospitalizations resulted in the reinstatement of mobility restrictions in certain countries and created significant volatility in customer booking activity.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 December 31, 2020.

Although several COVID-19 vaccines are currently being widely administered in both the U.S. and Europe, the duration and severity of the effects of the pandemic continue to evolve and remain ~~unknown~~uncertain and may be impacted by various factors, including the ~~speed~~pace of COVID-19 vaccine ~~programs,~~distribution and 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 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 COVID-19 iscontinues to be uncertain, evolving, hard to predict and depends on events beyond our knowledge or control. As 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.

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 ~~March 31,~~September 30, 2021:

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
January 1 through January 31 — $ — — —
February 1 through February 28 4,191 $ 2.03 — —
March 1 through March 31 — $ — — —
Total 4,191 $ 2.03 — —


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	14,002	$	1.61	—	—
August 1 through August 31	2,409	$	1.88	—	—
September 1 through September 30	594,109	$	2.45	—	—

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 ~~March 31,~~September 30, 2021 to satisfy the employees’ tax withholding 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.

Table of Contents

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

On May 5, 2021, the Company and the loan parties thereto entered into the Second Amendment (the “Second Amendment”) to the Company’s credit agreement, dated as of August 23, 2019 (the “Credit Agreement”), among the Company, the several lenders from time to time party thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent. The Credit Agreement had been previously amended by the First Amendment, dated as of June 12, 2020 (the “First Amendment”). The Credit Agreement, as amended, governs the Company’s Revolving Credit Facility and term loan.

The Credit Agreement contains a springing financial covenant, which requires compliance with a first lien leverage ratio of 7.60 to 1.00 applicable to the Revolving Credit Facility with a stepdown to 7.10 to 1.00 starting after a certain reporting period. Pursuant to the First Amendment, the springing financial covenant was suspended through June 30, 2021 and the stepdown was delayed until March 31, 2022. The Second Amendment further extends the suspension of the springing financial covenant through December 31, 2021 and further delays the stepdown until September 30, 2022. In accordance with the Credit Agreement, as amended by the First Amendment, the suspension period will continue to end early upon the occurrence of certain specified events set forth in the Credit Agreement.

In addition, under the Credit Agreement, as amended by the First Amendment, the Company was required to maintain minimum cash on hand and availability under the Company’s receivables-based credit facility and Revolving Credit Facility of $150 million for all reporting periods through September 30, 2021. The Second Amendment extends the requirement for all reporting periods through March 31, 2022.

~~The remaining terms of the Credit Agreement, as amended by the First Amendment, have not been modified.~~

~~Table of Contents~~

The foregoing descriptions of the Second Amendment, the Credit Agreement and the First Amendment do not purport to be complete, and are qualified in their entirety by reference to the full text of the Second Amendment, a copy of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q, and by reference to the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 23, 2019, and the full text of the First Amendment, a copy of which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 15, 2020, each of which is incorporated herein by reference.None.

ITEM 6. EXHIBITS


Exhibit Number						Description





~~4.1~~10.1						~~Indenture~~Amended and Restated Employment Agreement, dated as of ~~February 17,~~July 29, 2021,,~~among~~ by and between Clear Channel Outdoor Holdings, Inc. and C. William Eccleshare ~~as the Issuer~~, ~~each of~~ ~~the guarantors party thereto~~, ~~and U.S. Bank National Association~~ as T ~~rustee, governing the 7.750% Senior Notes due 2028(incorporated by reference to Exhibit 4.1 to~~ Cl e ~~ar Channel~~ ~~Outdoor~~ ~~Holdings, Inc.~~’s ~~Current Report on Form 8-K filed on~~ ~~February 17, 2021~~).
~~4.2~~						~~Form of 7.750% Senior Notes due 2028~~ (incorporated by reference to Exhibit ~~A to Exhibit 4.1~~10.1 to Clear Channel Outdoor Holdings, Inc.’s Current Report on Form 8-K filed on ~~February 17,~~July 30, 2021)
10.1*						~~Second Amendment to Credit Agreement, dated as of May 5, 2021, among the Company, the other loan parties thereto and Deutsche Bank AG New York Branch, as administrative agent~~.
10.2						Amended and Restated Employment Agreement, dated as of July 28, 2021, by and between Clear Channel Outdoor Holdings, Inc. ~~2012 Second Amended~~ and ~~Restated Equity Incentive Plan (incorporated~~Scott Wells (inc orporated by ~~reference~~re ference to ~~Appendix A~~Exhibit 10.2 to ~~the~~ Clear Channel Outdoor Holdings, ~~Inc. definitive proxy statement on Schedule 14A for its 2021 Annual Meeting of Stockholders filed on March 17, 2021).~~
22						~~List of Subsidiary Guarantors~~Inc ~~(incorporated by reference to Exhibit 22 to~~ ~~Clear Channel Outdoor Holdings, Inc.~~.’s ~~Annual~~Current Report on Form ~~10-K filed~~8-K fi led on ~~February 25, 2021)~~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.

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.

~~May 10,~~November 9, 2021						/s/ JASON A. DILGER
						Jason A. Dilger
						Chief Accounting Officer

3340


			Page Number
Financial Statements:
Consolidated Balance Sheets			3
Consolidated Statements of Loss			4
C ~~onsolidated~~Consolidated Statements of Comprehensive Loss			5
Consolidated Statements of Changes in Stockholders' Deficit			6
Consolidated Statements of Cash Flows			78
Condensed Notes to Consolidated Financial Statements:
Note 1. Basis of Presentation			89
Note 2. Segment Data			910
Note 3. Revenue			1112
Note 4. Long-Term Debt			1214
Note 5. Commitments and Contingencies			1316
Note 6. Income Taxes			1417
Note 7. Property, Plant and Equipment			1518
Note 8. Intangible Assets and Goodwill			1518

Note 9 .9. Cost-Savings Initiatives			1619
Note 10 .10. Net Loss Per Share			1720
Note 11 .11. Other Information			1720


(In thousands)	Three months ended March 31, 2021		Year ended December 31, 2020
Results of Operations Data:
Revenue	$	211,072	$	972,783
Operating loss	(116,872)		(92,976)
Net loss attributable to the Obligor Group	(228,433)		(232,568)


	As of		As of
(In thousands)	March 31, 2021		December 31, 2020
Select Asset and Liability Data:
Cash and cash equivalents	$	348,427	$	438,151
Other current assets	202,052		215,987
Property, plant and equipment, net	546,211		574,127
Notes receivable from related-party non-guarantors	283,249		293,095
Other assets(1)	2,499,690		2,624,745
Current liabilities (excluding current portion of long-term debt)	346,669		395,426
Long-term debt (including current portion of long-term debt)	5,256,313		5,202,909
Notes payable to related-party non-guarantors	115,083		122,295
Other non-current liabilities	1,289,757		1,329,030