UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER~~JUNE 30, ~~2022~~2023

☐ 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

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”~~company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

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

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

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

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


Class			Outstanding at ~~November~~August 3, ~~2022~~2023
- - - - - - - - - - - - - - - - - - - - - - - - - -			- - - - - - - - - - - - - - - - - - - - - - - - - -
Common Stock, $0.01 par value per share			~~476,055,413~~482,914,158

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	1921
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3435
Item 4.	Controls and Procedures	3537

PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	3638
Item 1A.	Risk Factors	3638
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3638
Item 3.	Defaults Upon Senior Securities	3638
Item 4.	Mine Safety Disclosures	3638
Item 5.	Other Information	3638
Item 6.	Exhibits	3639

Signatures		3739

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES

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) September 30,
2022 December 31,
2021
(Unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 327,429 $ 410,767
Accounts receivable, net 551,799 643,116
Prepaid expenses 65,440 54,180
Other current assets 26,481 26,458
Total Current Assets 971,149 1,134,521
PROPERTY, PLANT AND EQUIPMENT
Structures, net 549,734 622,738
Other property, plant and equipment, net 205,829 204,508
INTANGIBLE ASSETS AND GOODWILL
Indefinite-lived permits 731,932 717,666
Other intangible assets, net 254,235 271,448
Goodwill 673,863 698,704
OTHER ASSETS
Operating lease right-of-use assets 1,522,135 1,567,468
Other assets 78,090 82,302
Total Assets $ 4,986,967 $ 5,299,355
CURRENT LIABILITIES
Accounts payable $ 76,548 $ 108,567
Accrued expenses 454,211 523,364
Current operating lease liabilities 279,864 316,692
Accrued interest 104,739 66,444
Deferred revenue 90,928 76,712
Current portion of long-term debt 21,007 21,165
Total Current Liabilities 1,027,297 1,112,944
NON-CURRENT LIABILITIES
Long-term debt 5,571,175 5,583,788
Non-current operating lease liabilities 1,299,130 1,310,917
Deferred tax liabilities, net 320,480 324,579
Other long-term liabilities 141,695 161,097
Total Liabilities 8,359,777 8,493,325
Commitments and Contingencies (Note 5)
STOCKHOLDERS’ DEFICIT
Noncontrolling interest 12,194 11,060
Common stock, par value $0.01 per share: 2,350,000,000 shares authorized (483,135,562 shares issued as of September 30, 2022; 474,480,862 shares issued as of December 31, 2021) 4,831 4,745
Additional paid-in capital 3,539,161 3,522,367
Accumulated deficit (6,568,638) (6,373,349)
Accumulated other comprehensive loss (341,795) (350,950)
Treasury stock (7,111,940 shares held as of September 30, 2022; 3,671,788 shares held as of December 31, 2021) (18,563) (7,843)
Total Stockholders' Deficit (3,372,810) (3,193,970)
Total Liabilities and Stockholders' Deficit $ 4,986,967 $ 5,299,355


(In thousands, except share and per share data)	June 30, 2023		December 31, 2022
	(Unaudited)
CURRENT ASSETS
Cash and cash equivalents	$	232,877	$	286,781


Accounts receivable, net	525,629		619,829
Prepaid expenses	59,293		55,371
Other current assets	26,549		27,395
Current assets held for sale	47,422		131,540
Total Current Assets	891,770		1,120,916
PROPERTY, PLANT AND EQUIPMENT
Structures, net	509,945		556,312
Other property, plant and equipment, net	199,833		231,236
INTANGIBLE ASSETS AND GOODWILL
Permits, net	697,914		723,061
Other intangible assets, net	247,626		251,121
Goodwill	653,713		650,643
OTHER ASSETS
Operating lease right-of-use assets	1,505,523		1,479,634
Other assets	64,754		73,088
Other assets held for sale	68,656		—
Total Assets	$	4,839,734	$	5,086,011
CURRENT LIABILITIES
Accounts payable	$	76,503	$	101,621
Accrued expenses	423,381		488,782
Current operating lease liabilities	230,309		254,217
Accrued interest	83,884		80,133
Deferred revenue	87,596		60,408
Current portion of long-term debt	29,069		25,218
Current liabilities held for sale	34,218		111,161
Total Current Liabilities	964,960		1,121,540
NON-CURRENT LIABILITIES
Long-term debt	5,561,919		5,568,799
Non-current operating lease liabilities	1,313,925		1,277,854
Deferred tax liabilities, net	244,880		243,668
Other liabilities	133,720		136,956
Other liabilities held for sale	25,691		—
Total Liabilities	8,245,095		8,348,817

Commitments and Contingencies (Note 6)

STOCKHOLDERS’ DEFICIT
Noncontrolling interests	10,643		12,864
Common stock, par value $0.01 per share: 2,350,000,000 shares authorized (493,857,081 shares issued as of June 30, 2023; 483,639,206 shares issued as of December 31, 2022)	4,939		4,836
Additional paid-in capital	3,553,624		3,543,424
Accumulated deficit	(6,542,162)		(6,469,953)
Accumulated other comprehensive loss	(408,916)		(335,189)
Treasury stock (10,951,737 shares held as of June 30, 2023; 7,325,251 shares held as of December 31, 2022)	(23,489)		(18,788)
Total Stockholders' Deficit	(3,405,361)		(3,262,806)
Total Liabilities and Stockholders' Deficit	$	4,839,734	$	5,086,011

See Condensed Notes to Consolidated Financial Statements

Table of Contents

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF LOSS

(UNAUDITED)


											Three Months Ended				Six Months Ended
(In thousands, except per share data)	(In thousands, except per share data)	Three Months Ended				Nine Months Ended				(In thousands, except per share data)	June 30,				June 30,
		September 30,				September 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Revenue	Revenue	$	602,907	$	596,416	$	1,771,975	$	1,498,406	Revenue	$	637,239	$	643,380	$	1,182,674	$	1,169,068
Operating expenses:	Operating expenses:									Operating expenses:
Direct operating expenses(1)	Direct operating expenses(1)	323,543		324,707		976,070		914,221		Direct operating expenses(1)	346,560		331,325		691,410		652,527
Selling, general and administrative expenses(1)	Selling, general and administrative expenses(1)	118,453		118,158		345,704		328,593		Selling, general and administrative expenses(1)	113,183		118,294		231,379		227,251
Corporate expenses(1)	Corporate expenses(1)	37,433		41,806		120,159		113,576		Corporate expenses(1)	57,557		39,081		92,098		82,726
Depreciation and amortization	Depreciation and amortization	57,846		65,600		178,830		190,019		Depreciation and amortization	71,138		60,577		144,101		120,984
Impairment charges	Impairment charges	871		—		22,676		118,950		Impairment charges	—		21,805		—		21,805

Other operating expense (income), net		3,764		(2,422)		220		(4,045)
Other operating (income) expense, net										Other operating (income) expense, net	(5,785)		1,367		(97,061)		(3,544)

Operating income (loss)		60,997		48,567		128,316		(162,908)
Operating income										Operating income	54,586		70,931		120,747		67,319
Interest expense, net	Interest expense, net	(92,878)		(84,276)		(262,270)		(267,211)		Interest expense, net	(105,242)		(86,594)		(207,995)		(169,392)
Loss on extinguishment of debt		—		—		—		(102,757)
Other expense, net		(27,857)		(11,973)		(60,091)		(1,788)

Other income (expense), net										Other income (expense), net	12,319		(26,235)		21,323		(32,234)
Loss before income taxes	Loss before income taxes	(59,738)		(47,682)		(194,045)		(534,664)		Loss before income taxes	(38,337)		(41,898)		(65,925)		(134,307)
Income tax benefit		20,958		6,894		219		36,019
Income tax benefit (expense)										Income tax benefit (expense)	1,758		(23,419)		(6,076)		(20,739)
Consolidated net loss	Consolidated net loss	(38,780)		(40,788)		(193,826)		(498,645)		Consolidated net loss	(36,579)		(65,317)		(72,001)		(155,046)
Less amount attributable to noncontrolling interest		977		43		1,463		(881)
Less amount attributable to noncontrolling interests										Less amount attributable to noncontrolling interests	718		347		208		486
Net loss attributable to the Company	Net loss attributable to the Company	$	(39,757)	$	(40,831)	$	(195,289)	$	(497,764)	Net loss attributable to the Company	$	(37,297)	$	(65,664)	$	(72,209)	$	(155,532)

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	$	(0.08)	$	(0.09)	$	(0.41)	$	(1.06)	Net loss attributable to the Company per share of common stock — basic and diluted	$	(0.08)	$	(0.14)	$	(0.15)	$	(0.33)

(1)Excludes depreciation and amortization

See Condensed Notes to Consolidated Financial Statements

Table of Contents

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)


											Three Months Ended				Six Months Ended
(In thousands)	(In thousands)	Three Months Ended				Nine Months Ended				(In thousands)	June 30,				June 30,
		September 30,				September 30,					2023		2022		2023		2022
Net loss attributable to the Company										Net loss attributable to the Company	$	(37,297)	$	(65,664)	$	(72,209)	$	(155,532)
Other comprehensive (loss) income:										Other comprehensive (loss) income:
Foreign currency translation adjustments										Foreign currency translation adjustments	(5,238)		1,194		(6,077)		5,459
		2022		2021		2022		2021
Net loss attributable to the Company		$	(39,757)	$	(40,831)	$	(195,289)	$	(497,764)
Other comprehensive income (loss):
Foreign currency translation adjustments		3,669		876		9,128		(17,044)
Reclassification adjustments		—		—		—		944

Other comprehensive income (loss)		3,669		876		9,128		(16,100)
Reclassification adjustment for realized gains from cumulative translation adjustments and pension related to sales of businesses(1)										Reclassification adjustment for realized gains from cumulative translation adjustments and pension related to sales of businesses(1)	(31,945)		—		(67,648)		—
Other comprehensive (loss) income										Other comprehensive (loss) income	(37,183)		1,194		(73,725)		5,459
Comprehensive loss	Comprehensive loss	(36,088)		(39,955)		(186,161)		(513,864)		Comprehensive loss	(74,480)		(64,470)		(145,934)		(150,073)
Less amount attributable to noncontrolling interest		(10)		(6)		(27)		(13)
Less amount attributable to noncontrolling interests										Less amount attributable to noncontrolling interests	—		(11)		2		(17)
Comprehensive loss attributable to the Company	Comprehensive loss attributable to the Company	$	(36,078)	$	(39,949)	$	(186,134)	$	(513,851)	Comprehensive loss attributable to the Company	$	(74,480)	$	(64,459)	$	(145,936)	$	(150,056)

(1)Included in “Other operating (income) expense, net” on Consolidated Statements of Loss

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)


	Three Months Ended
	Common Shares Issued	Non-controlling Interests		Controlling Interest										Total Stockholders’ Deficit
(In thousands, except share data)				Common Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Treasury Stock
Three Months Ended June 30, 2023
Balances at March 31, 2023	491,325,901	$	12,452	$	4,913	$	3,547,471	$	(6,504,865)	$	(371,733)	$	(22,095)	$	(3,333,857)

Net income (loss)		718		—		—		(37,297)		—		—		(36,579)
Release of stock awards and exercise of stock options	2,531,180	—		26		(26)		—		—		(1,394)		(1,394)
Share-based compensation		—		—		6,179		—		—		—		6,179

Payments to noncontrolling interests, net		(2,527)		—		—		—		—		—		(2,527)

Foreign currency translation adjustments		—		—		—		—		(5,238)		—		(5,238)
Disposition of businesses		—		—		—		—		(31,945)		—		(31,945)
Balances at June 30, 2023	493,857,081	$	10,643	$	4,939	$	3,553,624	$	(6,542,162)	$	(408,916)	$	(23,489)	$	(3,405,361)

Three Months Ended September 30, 2022
Common Shares Issued Non-controlling
Interest Controlling Interest Total
(In thousands, except share data) Common
Stock Additional Paid-in
Capital Accumulated
Deficit Accumulated Other Comprehensive Loss Treasury Stock
Balances at June 30, 2022 482,887,254 $ 11,289 $ 4,829 $ 3,533,873 $ (6,528,881) $ (345,474) $ (17,886) $ (3,342,250)
Net income (loss) 977 — — (39,757) — — (38,780)
Exercise of stock options and release of stock awards 248,308 — 2 (2) — — (677) (677)
Share-based compensation — — 5,290 — — — 5,290
Payments to noncontrolling interests (62) — — — — — (62)
Other comprehensive income (loss) (10) — — — 3,679 — 3,669
Balances at September 30, 2022 483,135,562 $ 12,194 $ 4,831 $ 3,539,161 $ (6,568,638) $ (341,795) $ (18,563) $ (3,372,810)




Three Months Ended June 30, 2022
Balances at March 31, 2022	475,023,448	$	10,994	$	4,750	$	3,527,076	$	(6,463,217)	$	(346,679)	$	(7,855)	$	(3,274,931)

Net income (loss)		347		—		—		(65,664)		—		—		(65,317)
Release of stock awards and exercise of stock options	7,863,806	—		79		(79)		—		—		(10,031)		(10,031)
Share-based compensation		—		—		6,876		—		—		—		6,876

Payments to noncontrolling interests, net		(41)		—		—		—		—		—		(41)

Foreign currency translation adjustments		(11)		—		—		—		1,205		—		1,194

Balances at June 30, 2022	482,887,254	$	11,289	$	4,829	$	3,533,873	$	(6,528,881)	$	(345,474)	$	(17,886)	$	(3,342,250)


	Six Months Ended
				Controlling Interest										Total Stockholders’ Deficit
(In thousands, except share data)	Common Shares Issued	Non-controlling Interests		Common Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Treasury Stock
Six Months Ended June 30, 2023
Balances at December 31, 2022	483,639,206	$	12,864	$	4,836	$	3,543,424	$	(6,469,953)	$	(335,189)	$	(18,788)	$	(3,262,806)

Net income (loss)		208		—		—		(72,209)		—		—		(72,001)
Release of stock awards and exercise of stock options	10,217,875	—		103		(103)		—		—		(4,701)		(4,701)
Share-based compensation		—		—		10,303		—		—		—		10,303
Payments to noncontrolling interests, net		(2,431)		—		—		—		—		—		(2,431)


Foreign currency translation adjustments		2		—		—		—		(6,079)		—		(6,077)
Disposition of businesses		—		—		—		—		(67,648)		—		(67,648)
Balances at June 30, 2023	493,857,081	$	10,643	$	4,939	$	3,553,624	$	(6,542,162)	$	(408,916)	$	(23,489)	$	(3,405,361)

Nine Months Ended September 30, 2022
Controlling Interest Total
(In thousands, except share data) Common Shares Issued Non-controlling Interest Common
Stock Additional Paid-in
Capital Accumulated
Deficit Accumulated Other Comprehensive Loss Treasury Stock
Balances at December 31, 2021 474,480,862 $ 11,060 $ 4,745 $ 3,522,367 $ (6,373,349) $ (350,950) $ (7,843) $ (3,193,970)
Net income (loss) 1,463 — — (195,289) — — (193,826)
Exercise of stock options and release of stock awards 8,654,700 — 86 (86) — — (10,720) (10,720)
Share-based compensation — — 16,880 — — — 16,880
Payments to noncontrolling interests (302) — — — — — (302)
Other comprehensive income (loss) (27) — — — 9,155 — 9,128
Balances at September 30, 2022 483,135,562 $ 12,194 $ 4,831 $ 3,539,161 $ (6,568,638) $ (341,795) $ (18,563) $ (3,372,810)




Six Months Ended June 30, 2022
Balances at December 31, 2021	474,480,862	$	11,060	$	4,745	$	3,522,367	$	(6,373,349)	$	(350,950)	$	(7,843)	$	(3,193,970)

Net income (loss)		486		—		—		(155,532)		—		—		(155,046)
Release of stock awards and exercise of stock options	8,406,392	—		84		(84)		—		—		(10,043)		(10,043)
Share-based compensation		—		—		11,590		—		—		—		11,590
Payments to noncontrolling interests, net		(240)		—		—		—		—		—		(240)




Foreign currency translation adjustments		(17)		—		—		—		5,476		—		5,459

Balances at June 30, 2022	482,887,254	$	11,289	$	4,829	$	3,533,873	$	(6,528,881)	$	(345,474)	$	(17,886)	$	(3,342,250)

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)~~

Three Months Ended September 30, 2021
Controlling Interest Total
(In thousands, except share data) Common Shares Issued Non-controlling Interest 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)

Nine Months Ended September 30, 2021
Controlling Interest Total
(In thousands, except share data) 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)

~~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,
2022 2021
Cash flows from operating activities:
Consolidated net loss $ (193,826) $ (498,645)
Reconciling items:
Depreciation, amortization and impairment charges 201,506 308,969
Non-cash operating lease expense 250,710 273,334
Loss on extinguishment of debt — 102,757
Deferred taxes (4,677) (30,285)
Share-based compensation 16,880 14,331
Gain on disposal of operating and other assets, net (12,598) (4,697)
Foreign exchange transaction loss 63,003 3,455
Other reconciling items, net 7,050 5,725
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable 51,713 (59,050)
Increase in prepaid expenses and other operating assets (31,308) (8,089)
Increase (decrease) in accounts payable and accrued expenses (34,527) 28,507
Decrease in operating lease liabilities (259,415) (291,144)
Increase (decrease) in accrued interest 38,495 (5,889)
Increase in deferred revenue 15,061 12,104
Increase (decrease) in other operating liabilities 5,921 (5,656)
Net cash provided by (used for) operating activities 113,988 (154,273)
Cash flows from investing activities:
Capital expenditures (124,418) (82,438)
Asset acquisitions (51,995) (3,289)
Proceeds from disposal of assets 20,785 5,671
Other investing activities, net 136 617
Net cash used for investing activities (155,492) (79,439)
Cash flows from financing activities:
Proceeds from long-term debt — 2,085,570
Payments on long-term debt (16,125) (2,005,905)
Debt issuance costs — (24,438)
Taxes paid related to net share settlement of equity awards (10,720) (4,576)
Other financing activities, net (302) (359)
Net cash provided by (used for) financing activities (27,147) 50,292
Effect of exchange rate changes on cash, cash equivalents and restricted cash (13,189) (2,807)
Net decrease in cash, cash equivalents and restricted cash (81,840) (186,227)
Cash, cash equivalents and restricted cash at beginning of period 419,971 795,061
Cash, cash equivalents and restricted cash at end of period $ 338,131 $ 608,834
Supplemental disclosures:
Cash paid for interest $ 217,816 $ 264,387
Cash paid for income taxes, net of refunds $ 3,824 $ 3,533


(In thousands)	Six Months Ended June 30,
	2023		2022
Cash flows from operating activities:
Consolidated net loss	$	(72,001)	$	(155,046)
Reconciling items:
Depreciation, amortization and impairment charges	144,101		142,789
Non-cash operating lease expense	161,231		168,148

Deferred taxes	1,411		17,719
Share-based compensation	10,303		11,590
Net gain on disposition of businesses and/or operating assets	(109,952)		(13,710)
Foreign exchange transaction (gain) loss	(21,684)		34,241

Other reconciling items, net	7,907		3,264
Changes in operating assets and liabilities, net of effects of dispositions:
Decrease in accounts receivable	60,685		45,522
Increase in prepaid expenses and other operating assets	(21,281)		(16,716)
Decrease in accounts payable and accrued expenses	(60,606)		(59,058)
Decrease in operating lease liabilities	(174,762)		(181,735)
Increase in accrued interest	3,917		3,555
Increase in deferred revenue	17,307		14,902
(Decrease) increase in other operating liabilities	(962)		3,774
Net cash (used for) provided by operating activities	(54,386)		19,239
Cash flows from investing activities:
Capital expenditures	(75,131)		(81,108)
Asset acquisitions	(11,584)		(24,255)
Net proceeds from disposition of businesses and/or assets	100,959		20,430
Other investing activities, net	(884)		(121)
Net cash provided by (used for) investing activities	13,360		(85,054)
Cash flows from financing activities:



Payments on long-term debt	(10,802)		(10,658)
Debt issuance costs	(1,034)		—
Taxes paid related to net share settlement of equity awards	(4,701)		(10,043)
Payments to noncontrolling interests, net	(2,431)		(240)
Net cash used for financing activities	(18,968)		(20,941)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	5,040		(8,388)
Net decrease in cash, cash equivalents and restricted cash	(54,954)		(95,144)
Cash, cash equivalents and restricted cash at beginning of period	298,682		419,971
Cash, cash equivalents and restricted cash at end of period	$	243,728	$	324,827
Supplemental disclosures:
Cash paid for interest	$	202,664	$	161,334
Cash paid for income taxes, net of refunds	$	6,574	$	2,442

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~~Principles of ~~Interim Financial Statements~~Consolidation

~~The~~These consolidated financial statements include the accounts of Clear Channel Outdoor Holdings, Inc. and its subsidiaries, as well as entities in which the Company has a controlling financial interest or for which the Company 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.

Preparation of Interim Financial Statements

The accompanying consolidated financial statements were prepared ~~by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”~~in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements, 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~~

Pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), certain information and footnote disclosures required by GAAP for annual financial statements have been condensed or omitted from these interim financial statements. Accordingly, the financial statements contained herein should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s ~~2021~~2022 Annual Report on Form 10-K, filed with the SEC on February ~~24, 2022.~~

~~Certain prior period amounts in the Consolidated Statement of Cash Flows have been reclassified to conform to the 2022 presentation.~~28, 2023.

Use of Estimates

The Company’s consolidated financial statements presented herein reflect estimates and assumptions made by management that affect the amounts reported ~~amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of~~in the consolidated financial statements and ~~reported amounts of revenue~~accompanying notes. The Company bases its estimates on historical experience and ~~expenses~~on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates.

Presentation Changes

As described in the Company’s 2022 Annual Report on Form 10-K, the Company changed segments during the fourth quarter of 2022 to reflect changes in the way the business is managed and resources are allocated by the Company’s chief operating decision maker (“CODM”). As such, the Company has revised its segment disclosures for prior periods ~~presented. Such estimates~~to conform to the current period presentation. Additionally, certain prior period amounts in the Consolidated Statements of Cash Flows have been reclassified to conform to the current period presentation.

NOTE 2 – DISPOSITIONS

Sale of Business in Switzerland

In December 2022, Clear Channel International Limited, a wholly-owned subsidiary of the Company, entered into a definitive agreement to sell its business in Switzerland to Goldbach Group AG. As such, assets and ~~assumptions affect,~~liabilities of the Company’s business in Switzerland were presented as held for sale on the Company’s Consolidated Balance Sheet as of December 31, 2022.

The conditions to closing were satisfied during the first quarter of 2023, and the sale of the Company’s business in Switzerland was completed on March 31, 2023. Upon sale, the Company recognized a gain of $96.4 million, recorded within “Other operating (income) expense, net” on the Consolidated Statement of Loss. Cash proceeds, net of customary closing adjustments and cash sold, of $89.4 million are reflected as cash from investing activities within “Net proceeds from disposition of businesses and/or assets” on the Consolidated Statement of Cash Flows.

Sale of Businesses in Italy and Spain

On May 30, 2023, Clear Channel International Holdings B.V. (“CCIBV”), a wholly-owned subsidiary of the Company, entered into agreements with subsidiaries of JCDecaux SE (“JCDecaux”), among other ~~things,~~related parties, with respect to the sales of the Company’s ~~goodwill, long-lived assets~~businesses in Italy and ~~indefinite-lived intangible assets; operating lease right-of-use assets and operating lease liabilities; assessment~~Spain.

The sale 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; measurement of compensation cost for bonus and other compensation plans; and litigation accruals.

~~Asset Acquisitions~~

During the nine months ended September 30, 2022, the Company completed several acquisitions of out-of-home advertising assets, which included permits, land, permanent easements and digital billboard structures, for total cash consideration of $52.0 million.

~~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 term rates as the replacement for USD LIBOR, while various other risk-free rates have been selected to replace LIBOR for other currencies. After DecemberCompany’s business in Italy closed on May 31, ~~2021, the ICE Benchmark Administration, LIBOR’s administrator, ceased publication of certain LIBOR rates, and the remaining USD LIBOR rates will be published through June 30,~~ 2023. The Company ~~will continue to work with the administrative agents~~received cash proceeds, net of ~~its Senior Secured Credit Facilities~~customary closing adjustments and ~~Receivables-Based Credit Facility to agree on replacement rates but does not expect the replacement~~cash sold, of ~~LIBOR to result in a material impact on its consolidated financial statements.~~

~~In March 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2020-04,~~ ~~Facilitation~~$5.1 million, which are reflected as cash from investing activities within “Net proceeds from disposition of ~~the Effects of Reference Rate Reform on Financial Reporting~~, in order to ease the potential burden of accounting for reference rate reform initiatives. The update provides temporary optional expedients and exceptions for applying GAAP contract modification accounting to contracts and other transactions affected by reference rate reform if certain criteria are met and may be applied through December 31, 2022. The Company is assessing whether it will use these optional expedients and exceptions but does not expect adoption of this guidance to have a material impactbusinesses and/or assets” on the ~~Company’s consolidated financial statements or disclosures. The~~Consolidated Statement of Cash Flows. Upon sale, the Company ~~will continue to monitor and assess regulatory developments during~~recognized a gain of $11.2 million, recorded within “Other operating (income) expense, net” on the ~~transition period.~~Consolidated Statement of Loss.

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CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES

~~ASU 2021-10~~CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

~~In November 2021,~~

The sale of the ~~FASB issued ASU 2021-10,~~ ~~Disclosures by~~Company’s business in Spain is expected to close in 2024, upon satisfaction of regulatory approval and other customary closing conditions, and the Company expects to receive cash consideration of approximately $64.3 million. Assets and liabilities of the Company’s business in Spain are presented as held for sale on the Company’s Consolidated Balance Sheet as of June 30, 2023.

Potential Disposition of Business ~~Entities about Government Assistance, which requires disclosures~~in France

On July 17, 2023, the Company announced that ~~increase~~it has entered into exclusive discussions to sell its business in France to Equinox Industries. The proposed transaction is expected to be completed in the ~~transparency~~fourth quarter of ~~certain transactions~~2023, subject to an information and consultation process with ~~governments.~~Clear Channel France’s employee works council, execution of a share purchase agreement and the satisfaction of customary closing conditions. The ~~amendments in this ASU are effective~~transaction is not subject to regulatory approval.

Assets and Liabilities Held for ~~annual periods beginning after December 15, 2021 and may be applied prospectively or retrospectively.~~ Sale

The Company ~~does not expect~~classifies assets and liabilities of a business as held for sale when the criteria prescribed by Accounting Standards Codification (“ASC”) Paragraph 205-20-45-1E are met, most notably when sale of the business is probable within the next year (with certain exceptions) and it is unlikely there will be significant changes to ~~be materially impacted by~~ the ~~implementation~~plan of ~~this ASU.~~sale. Assets and liabilities held for sale are recorded at the lower of their carrying value or fair value less cost to sell.

As described above, assets and liabilities of the Company’s businesses in Spain and Switzerland were presented as held for sale on the Company’s Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022, respectively. As such, these assets and liabilities have been excluded from relevant disclosures as of these respective dates within these Condensed Notes to the Consolidated Financial Statements.

The following table presents the major categories of assets and liabilities held for sale as of June 30, 2023 and December 31, 2022:


(In thousands)	June 30, 2023		December 31, 2022
Assets held for sale:
Cash and cash equivalents	$	293	$	569
Accounts receivable, net	32,756		11,938
Prepaid expenses	9,176		440
Other current assets	5,197		650
Structures, net	29,751		9,115
Other property, plant and equipment, net	1,272		2,328

Goodwill	—		19,825
Operating lease right-of-use assets	32,585		85,476
Other assets	5,048		1,199
Assets held for sale	$	116,078	$	131,540

Liabilities held for sale:
Accounts payable	$	3,953	$	636
Accrued expenses	18,247		14,301
Current operating lease liabilities	10,195		29,581
Deferred revenue	1,823		4,424
Non-current operating lease liabilities	24,201		57,059
Deferred tax liabilities, net	61		—
Other liabilities	1,429		5,160
Liabilities held for sale	$	59,909	$	111,161

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CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 23 – SEGMENT DATA

The Company has ~~two~~four reportable segments, which it believes best reflect how the Company is currently managed: ~~Americas~~America, Airports, Europe-North and ~~Europe.~~Europe-South. The ~~Americas segment consists of operations primarily in the U.S., and the Europe segment consists of~~Company's remaining operations in ~~Europe and Singapore. The Company’s remaining operating segment,~~ Latin America ~~does not meet the quantitative threshold to qualify as a reportable segment~~ and isSingapore are disclosed as “Other” herein. 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.“Other.”

Segment Adjusted EBITDA is the profitability metric reported to the Company’s ~~Chief Operating Decision Maker (“CODM”)~~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 ~~the Company’s~~ segments.

~~Table of Contents~~

The following table presents the Company’s reportable segment results for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021:~~2022. As described in Note 1, the Company has revised its segment disclosures for the prior period to conform to the current period presentation. As described in Note 2, the Company sold its operations in Switzerland and Italy on March 31, 2023 and May 31, 2023, respectively. Accordingly, Europe-South segment results include these entities through their respective dates of sale.

(In thousands) Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Revenue
Americas $ 346,519 $ 319,020 $ 987,790 $ 802,524
Europe 239,197 262,568 736,616 659,216
Other 17,191 14,828 47,569 36,666
Total $ 602,907 $ 596,416 $ 1,771,975 $ 1,498,406
Capital Expenditures
Americas $ 21,584 $ 15,857 $ 69,620 $ 39,988
Europe 16,856 12,992 43,590 30,298
Other 1,106 862 2,212 3,082
Corporate 3,764 2,961 8,996 9,070
Total $ 43,310 $ 32,672 $ 124,418 $ 82,438
Segment Adjusted EBITDA
Americas $ 144,739 $ 139,086 $ 403,829 $ 330,527
Europe 15,095 31,271 45,863 (34,614)
Other 2,598 425 3,689 (4,321)
Total $ 162,432 $ 170,782 $ 453,381 $ 291,592
Reconciliation of Segment Adjusted EBITDA to Consolidated Net Loss Before Income Taxes
Segment Adjusted EBITDA $ 162,432 $ 170,782 $ 453,381 $ 291,592
Less reconciling items:
Corporate expenses(1)
37,433 41,806 120,159 113,576
Depreciation and amortization 57,846 65,600 178,830 190,019
Impairment charges 871 — 22,676 118,950
Restructuring and other costs(2)
1,521 17,231 3,180 36,000
Other operating expense (income), net 3,764 (2,422) 220 (4,045)
Interest expense, net 92,878 84,276 262,270 267,211
Other reconciling items(3)
27,857 11,973 60,091 104,545
Consolidated net loss before income taxes $ (59,738) $ (47,682) $ (194,045) $ (534,664)


(In thousands)	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenue
America	$	287,517	$	285,026	$	523,566	$	524,282
Airports	71,045		61,106		124,834		116,989
Europe-North	149,909		145,718		278,412		267,816
Europe-South	106,419		131,081		214,434		220,631
Other	22,349		20,449		41,428		39,350
Total	$	637,239	$	643,380	$	1,182,674	$	1,169,068

Capital Expenditures(1)
America	$	18,888	$	23,674	$	35,696	$	38,474
Airports	2,559		6,550		7,310		9,562
Europe-North	4,081		5,036		11,147		11,486
Europe-South	6,314		6,438		11,365		15,061
Other	1,036		290		2,957		1,293
Corporate	3,826		3,311		6,656		5,232
Total	$	36,704	$	45,299	$	75,131	$	81,108

Segment Adjusted EBITDA
America	$	129,513	$	133,977	$	210,878	$	234,383
Airports	16,334		14,777		22,598		24,707
Europe-North	26,234		27,859		33,406		34,833
Europe-South	2,368		16,542		(9,852)		(5,265)
Other	3,511		1,831		3,880		2,291
Total	$	177,960	$	194,986	$	260,910	$	290,949

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CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


(In thousands)	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Reconciliation of Segment Adjusted EBITDA to Consolidated Net Loss Before Income Taxes
Segment Adjusted EBITDA	$	177,960	$	194,986	$	260,910	$	290,949
Less reconciling items:
Corporate expenses(2)	57,557		39,081		92,098		82,726
Depreciation and amortization	71,138		60,577		144,101		120,984
Impairment charges	—		21,805		—		21,805
Restructuring and other costs(3)	464		1,225		1,025		1,659


Other operating (income) expense, net	(5,785)		1,367		(97,061)		(3,544)
Interest expense, net	105,242		86,594		207,995		169,392
Other (income) expense, net	(12,319)		26,235		(21,323)		32,234
Consolidated net loss before income taxes	$	(38,337)	$	(41,898)	$	(65,925)	$	(134,307)

(1)In addition to payments that occurred during the period for capital expenditures, as disclosed here and in the Consolidated Statements of Cash Flows, the Company had $14.4 million and $14.6 million of accrued capital expenditures that remained unpaid as of June 30, 2023 and 2022, respectively.

(2)Corporate expenses include expenses related to infrastructure and support, including information technology, human resources, legal (including legal liabilities and related estimates), 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.

~~(2)~~(3)The restructuring and other costs line item in this reconciliation excludes those restructuring and other costs related to corporate functions, which are included within the Corporate expenses line item.

~~(3)Other reconciling items includes Loss on extinguishment~~Table of ~~debt and Other expense, net.~~Contents

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 34 – 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 ASC Topic 842, while the ~~lease accounting guidance under Accounting Standards Codification (“ASC”) Topic 842. All~~Company’s remaining revenue transactions are accounted for as revenue from contracts with customers ~~under~~in accordance with ASC Topic 606.

~~Table of Contents~~

Disaggregation of Revenue

The following table shows revenue from contracts with customers, revenue from leases and total revenue, disaggregated by ~~segment,~~geography, for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021:~~2022:

(In thousands) Revenue from contracts with customers Revenue from leases Total Revenue
Three Months Ended September 30, 2022
Americas(1)
$ 174,478 $ 172,041 $ 346,519
Europe 218,231 20,966 239,197
Other 14,196 2,995 17,191
Total $ 406,905 $ 196,002 $ 602,907
Three Months Ended September 30, 2021
Americas(1)
$ 154,843 $ 164,177 $ 319,020
Europe 235,082 27,486 262,568
Other 11,994 2,834 14,828
Total $ 401,919 $ 194,497 $ 596,416
Nine Months Ended September 30, 2022
Americas(1)
$ 496,234 $ 491,556 $ 987,790
Europe 672,113 64,503 736,616
Other 38,307 9,262 47,569
Total $ 1,206,654 $ 565,321 $ 1,771,975
Nine Months Ended September 30, 2021
Americas(1)
$ 370,815 $ 431,709 $ 802,524
Europe 584,937 74,279 659,216
Other 29,849 6,817 36,666
Total $ 985,601 $ 512,805 $ 1,498,406


(In thousands)	Revenue from contracts with customers		Revenue from leases		Total revenue
Three Months Ended June 30, 2023
U.S.(1)	$	191,691	$	166,871	$	358,562


Europe(2)	249,444		6,884		256,328




Other(3)	17,320		5,029		22,349
Total	$	458,455	$	178,784	$	637,239

Three Months Ended June 30, 2022
U.S.(1)	$	173,876	$	172,256	$	346,132


Europe(2)	254,745		22,054		276,799




Other(3)	15,750		4,699		20,449
Total	$	444,371	$	199,009	$	643,380

Six Months Ended June 30, 2023
U.S.(1)	$	336,248	$	312,152	$	648,400


Europe(2)	468,478		24,368		492,846




Other(3)	30,733		10,695		41,428
Total	$	835,459	$	347,215	$	1,182,674

Six Months Ended June 30, 2022
U.S.(1)	$	321,756	$	319,515	$	641,271


Europe(2)	448,845		39,602		488,447




Other(3)	29,148		10,202		39,350
Total	$	799,749	$	369,319	$	1,169,068

(1)~~Americas total~~U.S. revenue, ~~for the three months ended September 30, 2022 and 2021~~which also includes revenue ~~from transit displays of $66.1 million and $45.7 million, respectively, including revenue~~derived from airport displays ~~of $62.3 million and $43.0 million, respectively. Americas total revenue for~~in the ~~nine months ended September 30, 2022 and 2021 includes~~Caribbean, is comprised of revenue from ~~transit displays~~the Company’s America and Airports segments.

(2)Europe revenue is comprised of ~~$190.2 million and $94.1 million, respectively, including~~ revenue from ~~airport displays~~the Company’s Europe-North and Europe-South segments. As discussed in Note 2, the Company sold its former businesses in Switzerland and Italy on March 31, 2023 and May 31, 2023, respectively. Accordingly, Europe revenue includes these businesses through their respective dates of ~~$179.3 million~~sale.

(3)Other includes the Company’s businesses in Latin America and ~~$87.1 million, respectively.~~Singapore.

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CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Revenue from Contracts with Customers

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	(In thousands)	2022		2021		2022		2021		(In thousands)	2023(1)		2022		2023(1)		2022
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	$	433,626	$	346,306	$	492,706	$	349,799	Beginning balance	$	392,838	$	390,049	$	480,016	$	492,706
Ending balance	Ending balance	404,082		390,053		404,082		390,053		Ending balance	382,306		433,626		382,306		433,626

Deferred revenue from contracts with customers:	Deferred revenue from contracts with customers:									Deferred revenue from contracts with customers:
Beginning balance	Beginning balance	$	54,617	$	50,067	$	42,016	$	37,712	Beginning balance	$	54,521	$	56,955	$	32,369	$	42,016
Ending balance	Ending balance	53,326		53,916		53,326		53,916		Ending balance	46,961		54,617		46,961		54,617

~~Table~~(1)The beginning and ending balances for the three and six months ended June 30, 2023 exclude accounts receivable and deferred revenue from contracts with customers that were held for sale as of ~~Contents~~the respective balance sheet dates. As such, the changes in the accounts receivable and deferred revenue balances from contracts with customers during these periods were largely impacted by the sale of our former business in Italy and anticipated sale of our business in Spain.

During the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, the Company recognized ~~$44.3~~$44.1 million and ~~$42.9~~$45.0 million of revenue that was included in the deferred revenue from contracts with customers balance at the beginning of the respective ~~quarter.~~quarters. During the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, the Company recognized ~~$39.6~~$29.1 million and ~~$36.8~~$35.9 million of revenue that was included in the deferred revenue from contracts with customers balance at the beginning of the respective ~~year.~~years.

The Company’s contracts with customers generally have terms of one year or less. However, as of ~~September~~June 30, ~~2022,~~2023, the Company ~~expects~~expected to recognize ~~$88.1~~$108.4 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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CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 45 – LONG-TERM DEBT

Long-term debt outstanding as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 consisted of the following:


(In thousands)	(In thousands)	September 30, 2022		December 31, 2021		(In thousands)	June 30, 2023		December 31, 2022
Term Loan Facility(1)		$	1,940,000	$	1,955,000
Revolving Credit Facility		—		—
Receivables-Based Credit Facility		—		—
Term Loan Facility Due 2026(1),(2)						Term Loan Facility Due 2026(1),(2)	$	1,925,000	$	1,935,000
Revolving Credit Facility Due 2026(3)						Revolving Credit Facility Due 2026(3)	—		—
Receivables-Based Credit Facility Due 2026(4)						Receivables-Based Credit Facility Due 2026(4)	—		—
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	Clear Channel Outdoor Holdings 7.75% Senior Notes Due 2028	1,000,000		1,000,000		Clear Channel Outdoor Holdings 7.75% Senior Notes Due 2028	1,000,000		1,000,000
Clear Channel Outdoor Holdings 7.5% Senior Notes Due 2029	Clear Channel Outdoor Holdings 7.5% Senior Notes Due 2029	1,050,000		1,050,000		Clear Channel Outdoor Holdings 7.5% Senior Notes Due 2029	1,050,000		1,050,000

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
Other debt~~(2)~~(5)	Other debt~~(2)~~(5)	32,774		39,006		Other debt~~(2)~~(5)	37,118		36,798
Original issue discount	Original issue discount	(5,947)		(6,976)		Original issue discount	(4,883)		(5,596)
Long-term debt fees	Long-term debt fees	(49,645)		(57,077)		Long-term debt fees	(41,247)		(47,185)
Total debt	Total debt	5,592,182		5,604,953		Total debt	5,590,988		5,594,017
Less: Current portion	Less: Current portion	21,007		21,165		Less: Current portion	29,069		25,218
Total long-term debt	Total long-term debt	$	5,571,175	$	5,583,788	Total long-term debt	$	5,561,919	$	5,568,799

(1)~~During~~The term loans under the ~~nine months ended September 30, 2022,~~Term Loan Facility amortize in equal quarterly installments in an aggregate annual amount equal to 1.00% of the original principal amount of such term loans, with the balance being payable on August 23, 2026. In accordance with these terms, the Company paid ~~$15.0~~$10.0 million of the outstanding principal on the Term Loan Facility ~~in accordance with~~during the ~~terms of the senior secured credit agreement (the "Senior Secured Credit Agreement") governing~~six months ended June 30, 2023.

(2)In February 2023, the Senior Secured Credit ~~Facilities, which consist~~Agreement was amended to establish Adjusted Term Secured Overnight Financing Rate (“SOFR”) as the alternate rate of interest applicable to the Company’s Term Loan Facility. Refer to the “Amendments to Senior Secured Credit Facilities” section below for more information.

(3)In June 2023, the Senior Secured Credit Agreement was amended to extend the maturity date of a substantial portion of the ~~Term Loan~~Company’s Revolving Credit Facility ~~and~~to August 2026, reduce the aggregate revolving credit commitments of the Revolving Credit Facility, and replace the benchmark interest rates applicable to the Revolving Credit Facility. Refer to the “Amendments to Senior Secured Credit Facilities” section below for more information.

~~(2)~~(4)In June 2023, the Receivables-Based Credit Agreement was amended to extend its maturity to August 2026, increase its aggregate revolving credit commitments, and replace the benchmark interest rates. Refer to the “Amendment to Receivables-Based Credit Facility” section below for more information.

(5)Other debt includes finance leases and various borrowings utilized for general operating purposes, including a state-guaranteed loan with a third-party lender of €30.0 million, or approximately ~~$29.4~~$32.7 million at current exchange rates. In April 2022, as permitted under the terms of the loan agreement, the Company elected to extend the loan’s maturity date to June 29, 2027, with quarterly principal repayments of €1.875 million due beginning in September 2023. This loan did not originally bear interest, but effective June 29, 2022, the annual interest rate is 0.7%. Additionally, in June 2022, the Company paid a fee relating to the state guarantee equal to 0.5% of the outstanding amount of the loan. Effective June 29, 2022, the annual cost of the state guarantee is 1.0% of the outstanding loan amount through June 29, 2024 and 2.0% of the outstanding loan amount for the remainder of the loan term.

The aggregate market value of the Company’s debt based on market prices for which quotes were available was approximately ~~$4.7~~$5.0 billion and ~~$5.9~~$4.7 billion as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. Under the fair value hierarchy established by ASC Section 820-10-35, the inputs used to determine the market value of the Company’s debt are classified as Level 1.

As of ~~September~~June 30, ~~2022,~~2023, the Company was in compliance with all covenants contained in its debt agreements.

Amendments to Senior Secured Credit Facilities

On February 20, 2023, the Senior Secured Credit Agreement, which governs the Company’s Term Loan Facility and Revolving Credit Facility, was amended to establish Adjusted Term SOFR (as defined therein) as the alternate rate of interest applicable to the Company’s Term Loan Facility in connection with the cessation of London Interbank Offered Rate (“LIBOR”).

On June 12, 2023, the Senior Secured Credit Agreement was further amended to, among other things, reduce the aggregate revolving credit commitments of the Revolving Credit Facility from $175.0 million to $150.0 million, with the full $150.0 million of revolving credit commitments available through August 23, 2024 and $115.8 million of such revolving credit commitments extending and available through August 23, 2026, and amend the benchmark interest rate provisions to replace LIBOR with alternative reference rates.

These amendments are reflected in the information below.

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Size and Availability

The Senior Secured Credit Agreement, as amended, provides for the Term Loan Facility in an aggregate principal amount of $2,000.0 million and the Revolving Credit Facility with $150.0 million of revolving credit commitments available through August 23, 2024, reducing to $115.8 million available through August 23, 2026.

Interest Rate and Fees

Effective June 12, 2023, new borrowings or the continuation of existing borrowings under the Senior Secured Credit Agreement bear interest at a rate per annum equal to the amended Applicable Rate (as defined therein) plus either: (a) a base rate equal to the highest of: (1) the rate of interest in effect for such date as publicly announced from time to time by the administrative agent as its “prime rate,” (2) the Federal Funds Rate plus 0.50%, (3) 0.00%, and (4) a rate based on the Secured Overnight Financing Rate (“Term SOFR”) plus an adjustment for a one-month tenor in effect on such day plus 1.00%; or (b)(1) a term rate based on Term SOFR plus an adjustment for loans denominated in dollars, the Canadian Dollar Offered Rate (“CDOR”) for loans denominated in Canadian dollars, and the Euro Interbank Offered Rate (“EURIBOR”) for loans denominated in euros, or (2) a daily rate based on the Sterling Overnight Index Average (“SONIA”) plus an adjustment for loans denominated in pounds sterling.

In addition to paying interest on outstanding principal under the Senior Secured Credit Agreement, the Company is required to pay a commitment fee to the lenders under the Senior Secured Credit Agreement in respect of the unutilized revolving commitments thereunder. The Company is also required to pay a customary letter of credit and fronting fee for each issued letter of credit.

Amortization and Maturity

The term loans under the Term Loan Facility amortize in equal quarterly installments in an aggregate annual amount equal to 1.00% of the original principal amount of such term loans, with the balance being payable on August 23, 2026. The Revolving Credit Facility also matures on August 23, 2026 in the amounts set forth above.

Amendment to Receivables-Based Credit Facility

On June 12, 2023, the Company entered into an amendment to the Receivables-Based Credit Agreement, which governs the Company’s Receivables-Based Credit Facility, to, among other things, extend the maturity date of the Receivables-Based Credit Facility from August 23, 2024 to August 23, 2026, increase the aggregate revolving credit commitments from $125.0 million to $175.0 million, and amend the benchmark interest rate provisions to replace LIBOR with alternative reference rates. These amendments are reflected in the information below.

Size and Availability

The Receivables-Based Credit Agreement provides for an asset-based revolving credit facility, with amounts available from time to time (including in respect of letters of credit) equal to the lesser of (a) the borrowing base, which equals 85.0% of the eligible accounts receivable of the borrower and the subsidiary borrowers, subject to customary eligibility criteria minus any reserves, and (b) the aggregate revolving credit commitments, which is $175.0 million.

Interest Rate and Fees

Effective June 12, 2023, new borrowings or the continuation of existing borrowings under the Receivables-Based Credit Agreement bear interest at a rate per annum equal to an amended Applicable Rate (defined therein) plus either: (a) a base rate equal to the highest of: (1) the rate of interest in effect for such date as publicly announced from time to time by the administrative agent as its “prime rate,” (2) the Federal Funds Rate plus 0.50%, (3) 0.00%, and (4) Term SOFR plus an adjustment for a one-month tenor in effect on such day plus 1.00%; or (b)(1) a term rate based on Term SOFR plus an adjustment for loans denominated in dollars, the CDOR rate for loans denominated in Canadian dollars, and the EURIBOR rate for loans denominated in euros, or (2) a daily rate based on the SONIA plus an adjustment for loans denominated in pounds sterling.

In addition to paying interest on outstanding principal under the Receivables-Based Credit Agreement, the Company is required to pay a commitment fee to the lenders under the Receivables-Based Credit Agreement in respect of the unutilized revolving commitments thereunder. The Company is also required to pay a customary letter of credit and fronting fee for each issued letter of credit.

Maturity

Borrowings under the Receivables-Based Credit Agreement mature, and lending commitments thereunder terminate, on August 23, 2026.

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CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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Letters of Credit, Surety Bonds and Guarantees

As of ~~September~~June 30, ~~2022,~~2023, the Company had ~~$43.2~~$43.2 million of letters of credit outstanding under its Revolving Credit Facility, resulting in ~~$131.8~~$106.8 million of remaining excess availability, and ~~$41.5~~$43.1 million of letters of credit outstanding under its Receivables-Based Credit Facility, resulting in ~~$83.5~~$116.2 million of excess availability. Additionally, as of ~~September~~June 30, ~~2022,~~2023, the Company had ~~$82.5~~$79.2 million and ~~$26.4~~ $30.9 million of surety bonds and bank guarantees outstanding, respectively, a portion of which was supported by ~~$8.3~~$8.5 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.

~~Table of Contents~~

NOTE 56 – 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 disputes, governmental fines, intellectual property claims and tax disputes.

China Investigation

~~Two~~Prior to the Company’s separation from iHeartCommunications, Inc. in 2019, two former employees of Clear Media Limited (“Clear Media”), a former indirect, non-wholly-owned subsidiary of the Company, ~~have been~~were convicted in China of certain crimes, including the crime of misappropriation of Clear Media funds, and sentenced to ~~imprisonment.~~imprisonment after a police investigation. The Company is not aware of any litigation, claim or assessment pending against the Company in relation to this proceeding.

The Company advised both the SEC and the U.S. Department of Justice (the ~~"DOJ"~~“DOJ”) of the investigation of Clear ~~Media and is cooperating to provide documents, interviews and information to these agencies.~~Media. 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, Inc.~~the Company received a subpoena from the staff of the SEC and a Grand Jury subpoena from the U.S. ~~Attorney's~~Attorney’s Office for the Eastern District of New York ~~both~~ in connection with the ~~previously disclosed investigations. On April 28,~~investigation of Clear Media. In May 2020, the Company ~~tendered~~finalized the ~~shares representing~~sale of 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 required Clear Media, if requested by the SEC and/or the DOJ, to use reasonable efforts to timely provide relevant factual information to the SEC and/or the DOJ, among other obligations. The Investigation and Litigation Support Agreement expired in March 2022.Media.

In connection with its 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. The Company is cooperating to provide documents and information responsive to the SEC’s inquiries and is voluntarily sharing the documents and information with the DOJ.

The SEC and DOJ 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. As previously disclosed, the Company ~~is meeting~~has been engaging with ~~these agencies to engage in discussions about~~the SEC and the DOJ regarding the potential resolution of these matters ~~including potential settlement. Based on the discussions to date, the Company recorded an estimated liability~~and, during the first quarter of 2022, recorded an estimated liability related to ~~account for~~such matters. The Company has now reached an agreement in principle, on a ~~potential resolution of these matters. However, at this time,~~neither admit nor deny basis, with the SEC to settle the claims against the Company. If a definitive order is finalized and approved by the SEC under the currently preliminary terms, the Company ~~cannot predict~~expects to pay approximately $26.1 million to settle the ~~eventual scope, duration or outcome~~claims. Based on these developments, the Company recorded an incremental liability of ~~these discussions, including whether a~~$19.0 million for the second quarter of 2023 related to the potential settlement ~~will be reached,~~of this matter to equal the amount of ~~any potential monetary payments~~the expected payment.

There can be no assurance that the Company’s efforts to reach a final resolution with the SEC and the DOJ will be successful or that the ~~scope~~preliminary terms, including the accrued estimate of injunctive or other relief, the results of which may be materially adverse to the Company, its financial condition and its results of operations. At this time, the Company is unable to reasonably estimate, or provide any assurance regarding, the amount of any potential loss in excess of the amount accrued relating to this investigation.liability, will not change significantly.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 67 – INCOME TAXES

Income Tax Benefit (Expense)

The Company’s income tax benefit (expense) for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 consisted of the following components:

(In thousands) Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Current tax benefit (expense) $ (1,438) $ 4,713 $ (4,458) $ 5,734
Deferred tax benefit 22,396 2,181 4,677 30,285
Income tax benefit $ 20,958 $ 6,894 $ 219 $ 36,019


(In thousands)	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Current tax expense	$	(2,243)	$	(3,951)	$	(4,665)	$	(3,020)
Deferred tax benefit (expense)	4,001		(19,468)		(1,411)		(17,719)
Income tax benefit (expense)	$	1,758	$	(23,419)	$	(6,076)	$	(20,739)

The effective tax rates for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 were ~~35.1%~~4.6% and ~~0.1%~~(9.2)%, respectively, compared to ~~14.5%~~(55.9)% and ~~6.7%~~(15.4)% for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, respectively. ~~These~~The effective tax rates for each period were ~~primarily~~ impacted by the valuation allowance recorded against current period deferred tax assets resulting from losses and interest expense carryforwards in the U.S. and certain foreign jurisdictions due to uncertainty regarding the Company’s ability to realize those assets in future periods. Additionally, the effective tax rate for the six months ended June 30, 2023 was largely impacted by the sale of the Company’s former business in Switzerland.

NOTE 78 – PROPERTY, PLANT AND EQUIPMENT

The Company’s property, plant and equipment consisted of the following classes of assets as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021:~~2022:


(In thousands)	(In thousands)	September 30, 2022		December 31, 2021		(In thousands)	June 30, 2023		December 31, 2022
Structures(1)	Structures(1)	$	2,295,132	$	2,356,245	Structures(1)	$	2,183,075	$	2,317,552
Furniture and other equipment	Furniture and other equipment	234,939		251,084		Furniture and other equipment	249,655		244,154
Land, buildings and improvements(1)	Land, buildings and improvements(1)	148,194		146,064		Land, buildings and improvements(1)	151,506		154,439
Construction in progress	Construction in progress	60,631		54,361		Construction in progress	45,485		80,567
Property, plant and equipment, gross	Property, plant and equipment, gross	2,738,896		2,807,754		Property, plant and equipment, gross	2,629,721		2,796,712
Less: Accumulated depreciation	Less: Accumulated depreciation	(1,983,333)		(1,980,508)		Less: Accumulated depreciation	(1,919,943)		(2,009,164)
Property, plant and equipment, net(2)	Property, plant and equipment, net(2)	$	755,563	$	827,246	Property, plant and equipment, net(2)	$	709,778	$	787,548

(1)During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the Company acquired ~~$2.3 million of~~ billboard structures and ~~$6.3~~land of $1.0 million ~~of land~~and $0.1 million, respectively, as part of asset acquisitions.

(2)The decrease in property, plant and equipment, net, during the six months ended June 30, 2023 was largely driven by the sale of our former business in Italy and anticipated sale of our business in Spain, which, in the aggregate, had a balance of $50.1 million at December 31, 2022.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 89 – INTANGIBLE ASSETS AND GOODWILL

Intangible Assets

The following table presents the gross carrying amount and accumulated amortization for each major class of intangible assets as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021:~~2022:


(In thousands)	(In thousands)	September 30, 2022				December 31, 2021				(In thousands)	June 30, 2023				December 31, 2022
		Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Indefinite-lived permits(1)		$	731,932	$	—	$	717,666	$	—
Permits(1)										Permits(1)	$	746,126	$	(48,212)	$	739,119	$	(16,058)
Transit, street furniture and other outdoor contractual rights	Transit, street furniture and other outdoor contractual rights	413,451		(374,761)		446,976		(397,778)		Transit, street furniture and other outdoor contractual rights	401,110		(366,570)		420,838		(383,184)
Permanent easements(1)	Permanent easements(1)	160,687		—		161,079		—		Permanent easements(1)	164,508		—		160,688		—
Trademarks	Trademarks	83,569		(28,807)		83,569		(22,560)		Trademarks	83,569		(35,052)		83,569		(30,889)
Other	Other	1,152		(1,056)		1,307		(1,145)		Other	1,293		(1,232)		1,302		(1,203)
Total intangible assets	Total intangible assets	$	1,390,791	$	(404,624)	$	1,410,597	$	(421,483)	Total intangible assets	$	1,396,606	$	(451,066)	$	1,405,516	$	(431,334)

(1)During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the Company acquired ~~$39.6~~permits and permanent easements of $7.0 million ~~of permits~~ and $3.8 million, ~~of permanent easements~~respectively, as part of asset acquisitions.

~~Table~~ The acquired permits have amortization periods of ~~Contents~~11 and 16 years.

The Company performs its annual impairment test for indefinite-lived intangible assets as of July 1 of each year and more frequently as events or changes in circumstances warrant, as described in the Company's ~~2021~~2022 Annual Report on Form 10-K.

•~~During the second quarter of~~ Due to rising interest rates and inflation in 2022, the Company tested certain of its ~~indefinite-lived~~then-indefinite-lived permits for impairment ~~due to rising interest rates and inflation,~~during the second quarter of 2022, resulting in an impairment charge of $21.8 ~~million. Additionally,~~million during the ~~Company’s annual~~three and six months ended June 30, 2022. There were no indicators of impairment ~~test~~ as of ~~July 1, 2022 resulted in an impairment charge of $0.9 million related to its permanent easements during the third quarter of 2022.~~

•During the first quarter of 2021, the Company tested its indefinite-lived permits for impairment due to an increase in the discount rate, resulting in an impairment charge of $119.0 million. The Company’s annual impairment test as of July 1, 2021 did not result in any additional impairment.June 30, 2023.

Goodwill

The following table presents changes in the goodwill balance for the Company’s segments with goodwill during the ~~nine~~six months ended ~~September~~June 30, ~~2022:~~2023:


(In thousands)	(In thousands)	Americas		Europe		Other		Consolidated		(In thousands)	America		Airports		Europe-North		Consolidated
Balance as of December 31, 2021(1)		$	507,819	$	190,885	$	—	$	698,704
Balance as of December 31, 2022(1)										Balance as of December 31, 2022(1)	$	482,937	$	24,882	$	142,824	$	650,643

Foreign currency impact	Foreign currency impact	—		(24,841)		—		(24,841)		Foreign currency impact	—		—		3,070		3,070

Balance as of September 30, 2022		$	507,819	$	166,044	$	—	$	673,863
Balance as of June 30, 2023										Balance as of June 30, 2023	$	482,937	$	24,882	$	145,894	$	653,713

(1)The balance at December 31, ~~2021~~2022 is net of cumulative impairments of $2.6 billion ~~$191.4~~for America, $79.4 million for Europe-North, $128.9 million for Europe-South and $90.4 million for ~~Americas, Europe and Other, respectively.~~Other.

The Company performs its annual impairment test for goodwill as of July 1 of each year as described in the Company's 2021 Annual Report on Form 10-K. No goodwill impairment was recognized during the nine months ended September 30, 2022 or 2021.

NOTE 910 – COST-SAVINGS INITIATIVES

Restructuring Plan to Reduce Headcount

During 2020, the Company committed to a restructuring plan to reduce headcount in its Europe ~~segment, upon~~business, which ~~it continued to execute~~was executed through the fourth quarter of 2021 when the impacted employees were terminated. ~~In 2022, it was determined that certain~~Since then, any additional costs ~~would be less than previously estimated due~~incurred, or in some cases reversed, related to ~~former employees no longer being eligible for~~residual restructuring activity in the Company’s Europe-South segment. As of June 30, 2023, the Company had incurred cumulative costs of $37.4 million in its Europe-South segment in connection with this restructuring plan. Substantially all costs have been severance ~~upon finding alternative employment in accordance with the terms of the restructuring plan, resulting in a net reversal of these~~benefits and related costs, ~~during the period. Remaining~~and remaining costs associated with this restructuring plan are not expected to be significant.

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CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

As of June 30, 2023, the remaining liability related to this restructuring plan was $4.1 million. The Company expects most of this balance to be settled by the end of 2023. The following table presents ~~net costs incurred (reversed)~~changes in ~~the Company’s Europe segment in connection with~~ this ~~restructuring plan~~liability balance during the ~~three and nine~~six months ended ~~September~~June 30, ~~2022 and 2021 and since the plan was initiated:~~2023:

(In thousands) Three Months Ended September 30, Nine Months Ended September 30, Total to date
2022 2021 2022 2021 September 30,
2022
Costs incurred (reversed) in Europe segment, net:
Direct operating expenses(1)
$ (86) $ 7,984 $ (239) $ 17,119 $ 16,458
Selling, general and administrative expenses(1)
872 8,322 1,405 16,398 23,867
Total charges, net $ 786 $ 16,306 $ 1,166 $ 33,517 $ 40,325


(In thousands)	Europe-South
Liability balance as of December 31, 2022	$	7,203



Costs incurred, net(1)	178
Costs paid or otherwise settled	(3,383)
Foreign currency impact	137

Liability balance as of June 30, 2023	$	4,135

(1)Costs are reported in “Direct operating expenses” and “Selling, general and administrative expenses” on the Consolidated Statements of Loss. They are categorized as Restructuring and other costs and are therefore excluded from Segment Adjusted EBITDA.

Additionally, the Company recognized corporate costs related to this restructuring plan of $1.1 million during the nine months ended September 30, 2021. During the nine months ended September 30, 2022, the Company reversed $0.5 million of these costs.

~~Table of Contents~~

As of September 30, 2022, the total liability related to this restructuring plan was $10.1 million. The Company expects to pay most of this balance by the end of the second quarter of 2023. The following table presents changes in this liability balance during the nine months ended September 30, 2022:

(In thousands) Europe Corporate Total
Liability balance as of December 31, 2021 $ 23,860 $ 456 $ 24,316
Costs incurred (reversed), net(1)
1,166 (456) 710
Costs paid or otherwise settled (11,209) — (11,209)
Foreign currency impact (3,749) — (3,749)
Liability balance as of September 30, 2022 $ 10,068 $ — $ 10,068

~~(1)Substantially all costs related to this restructuring plan were severance benefits and related costs.~~

~~Other Restructuring Costs~~

In addition, the Company has incurred restructuring costs associated with various other cost-savings initiatives outside of the aforementioned restructuring plan, primarily related to one-time termination benefits, including corporate costs of $0.8 million and $0.2 million during the three months ended September 30, 2022 and 2021, respectively, and $3.1 million and $1.7 million during the nine months ended September 30, 2022 and 2021, respectively, as well as additional restructuring costs (reversals) in Europe of $(0.1) million and $0.3 million during the three months ended September 30, 2022 and 2021, respectively, and $0.3 million and $0.4 million during the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, the total remaining liability related to these other cost-savings initiatives was approximately $2.9 million and is expected to be paid through the first half of 2023.

NOTE 1011 – NET LOSS PER SHARE

The following table presents the computation of net loss per share for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021:~~2022:


(In thousands, except per share data)	(In thousands, except per share data)	Three Months Ended September 30,				Nine Months Ended September 30,				(In thousands, except per share data)	Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Numerator:	Numerator:									Numerator:
Net loss attributable to the Company – common shares	Net loss attributable to the Company – common shares	$	(39,757)	$	(40,831)	$	(195,289)	$	(497,764)	Net loss attributable to the Company – common shares	$	(37,297)	$	(65,664)	$	(72,209)	$	(155,532)
Denominator:	Denominator:									Denominator:
Weighted average common shares outstanding – basic	Weighted average common shares outstanding – basic	475,612		469,234		473,787		467,994		Weighted average common shares outstanding – basic	482,373		475,125		480,448		472,859

Weighted average common shares outstanding – diluted	Weighted average common shares outstanding – diluted	475,612		469,234		473,787		467,994		Weighted average common shares outstanding – diluted	482,373		475,125		480,448		472,859
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	$	(0.08)	$	(0.09)	$	(0.41)	$	(1.06)	Basic	$	(0.08)	$	(0.14)	$	(0.15)	$	(0.33)
Diluted	Diluted	$	(0.08)	$	(0.09)	$	(0.41)	$	(1.06)	Diluted	$	(0.08)	$	(0.14)	$	(0.15)	$	(0.33)

Outstanding equity awards of ~~24.2~~20.5 million and ~~27.9~~23.7 million shares for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and ~~25.2~~19.8 million and ~~25.5~~25.7 million shares for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive.

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NOTE 1112 — OTHER INFORMATION

Reconciliation of Cash, Cash Equivalents and Restricted Cash

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


(In thousands)	(In thousands)	September 30, 2022		December 31, 2021		(In thousands)	June 30, 2023		December 31, 2022
Cash and cash equivalents in the Balance Sheet		$	327,429	$	410,767

Cash and cash equivalents in the Balance Sheets						Cash and cash equivalents in the Balance Sheets	$	232,877	$	286,781
Cash and cash equivalents included in Current assets held for sale						Cash and cash equivalents included in Current assets held for sale	293		569
Restricted cash included in:	Restricted cash included in:					Restricted cash included in:
Other current assets	Other current assets	2,506		1,685		Other current assets	1,919		2,763
Current assets held for sale						Current assets held for sale	897		512
Other assets						Other assets	7,742		8,057

Other assets		8,196		7,519
Total cash, cash equivalents and restricted cash in the Statement of Cash Flows		$	338,131	$	419,971
Total cash, cash equivalents and restricted cash in the Statements of Cash Flows						Total cash, cash equivalents and restricted cash in the Statements of Cash Flows	$	243,728	$	298,682

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CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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)	September 30, 2022		December 31, 2021		(In thousands)	June 30, 2023		December 31, 2022
Accounts receivable	Accounts receivable	$	573,139	$	666,888	Accounts receivable	$	545,103	$	642,390
Less: Allowance for credit losses	Less: Allowance for credit losses	(21,340)		(23,772)		Less: Allowance for credit losses	(19,474)		(22,561)
Accounts receivable, net(1)	Accounts receivable, net(1)	$	551,799	$	643,116	Accounts receivable, net(1)	$	525,629	$	619,829

(1)The decrease in accounts receivable, net, during the six months ended June 30, 2023 was largely driven by the sale of our former business in Italy and anticipated sale of our business in Spain, which, in the aggregate, had a balance of $62.9 million at December 31, 2022.

Credit loss expense (reversal) related to accounts receivable was ~~$2.5~~$(1.0) million and ~~$(0.3)~~$0.5 million during the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and ~~$3.3~~$1.7 million and ~~$(3.4)~~$0.8 million during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

~~Other Comprehensive Income (Loss)~~Accrued Expenses

~~There were no significant changes~~The following table discloses the components of “Accrued expenses” as of June 30, 2023 and December 31, 2022:


(In thousands)	June 30, 2023		December 31, 2022
Accrued rent	$	154,461	$	159,591
Accrued employee compensation and benefits	57,568		109,594
Accrued taxes	47,221		52,587
Accrued other	164,131		167,010
Total accrued expenses(1)	$	423,381	$	488,782

(1)The decrease in ~~deferred income tax liabilities resulting from adjustments to other comprehensive income (loss)~~total accrued expenses during the ~~three and nine~~six months ended ~~September~~June 30, ~~2022~~2023 was largely driven by the sale of our former business in Italy and ~~2021.~~anticipated sale of our business in Spain, which, in the aggregate, had a balance of $33.6 million at December 31, 2022.

Share-Based Compensation

On May ~~4, 2022,~~2, 2023, the Compensation Committee of the Company’s Board of Directors (the “Board”) approved grants of ~~5.2~~15.0 million restricted stock units (“RSUs”) and ~~1.8~~3.4 million performance stock units (“PSUs”) to certain of its employees.

•The RSUs generally vest in three equal annual installments on each of April 1, ~~2023,~~2024, April 1, ~~2024~~2025 and April 1, ~~2025,~~2026, provided that the recipient is still employed by, or providing services to, the Company on each such 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 April 1, ~~2022~~2023 and ending on March 31, ~~2025~~2026 (the “Performance Period”). If the Company achieves Relative TSR at the 9075th percentile or higher, the PSUs will be earned at 150% of the target number of shares; if the Company achieves Relative TSR at the 6050th percentile, the PSUs will be earned at 100% of the target number of shares; if the Company achieves Relative TSR at the 3025th percentile, the PSUs will be earned at 50% of the target number of shares; and if the Company achieves Relative TSR below the 3025th percentile, no PSUs will be earned. To the extent Relative TSR is between achievement levels, the portion of the PSUs that is earned will be determined using straight-line interpolation. Notwithstanding the foregoing, to the extent the Company’s absolute total shareholder return over the Performance Period is less than 0%, the maximum payout shall not be greater than 100% of the target number of shares. The PSUs are considered market-condition awards pursuant to ASC Topic 260, Earnings Per Share.

Other Income (Expense), Net

During the three and six months ended June 30, 2023, the Company recognized foreign currency transaction gains of $12.5 million and $21.7 million, respectively. During the three and six months ended June 30, 2022, the Company recognized foreign currency transaction losses of $27.6 million and $34.2 million, respectively.

Other Comprehensive (Loss) Income

There were no significant changes in deferred income tax liabilities resulting from adjustments to other comprehensive (loss) income during the three and six months ended June 30, 2023 and 2022.

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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 ~~(the “MD~~(“MD&A”) should be read in conjunction with the condensed consolidated financial statements and related notes contained in Item 1 of Part I of this Quarterly Report on Form 10-Q and the Company's ~~2021~~2022 Annual Report on Form 10-K. 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 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 this MD&A.

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

•Liquidity and Capital Resources – Analysis of our short- and long-term liquidity and discussion of our material cash requirements and the anticipated sources of funds needed to satisfy such requirements.

•~~Critical Accounting Estimates~~ – Discussion of our material accounting estimates that involve a significant level of estimation uncertainty, which 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 and Segments

Our revenue is derived from selling advertising space on the out-of-home displays that we own or operate in various key markets ~~worldwide. We~~using assorted digital and traditional display types. Effective December 31, 2022, we have ~~two~~four reportable business ~~segments, which we believe reflect how the Company is currently managed: Americas,~~segments: America, which consists of our U.S. operations ~~primarily in the~~excluding airports; Airports, which includes revenue from U.S., and ~~Europe,~~Caribbean airports; Europe-North, which consists of operations in ~~Europe~~the United Kingdom (the “U.K.”), the Nordics and ~~Singapore.~~several other countries throughout northern and central Europe; and Europe-South, which consists of operations in France and Spain, and prior to their sales on March 31, 2023 and May 31, 2023, respectively, Switzerland and Italy. Our remaining ~~operating segment of~~operations in Latin America ~~does not meet the quantitative threshold to qualify as a reportable segment~~ and isSingapore are disclosed as ~~“Other” herein. Each segment provides out-of-home advertising services in its respective geographic region using various digital and traditional display types.~~

In December 2021, our Board of Directors authorized a review of strategic alternatives for our European business, including a possible sale. Most recently, our Board of Directors authorized us to focus the strategic review on the potential disposal of certain of our lower-margin European assets (and/or other European assets of lower priority to our European business on the whole), while retaining, for now, our higher-margin European assets, which are performing well. However, there can be no assurance that this strategic review will result in any transaction(s) or particular outcome(s).“Other.” We have ~~not set a timetable~~conformed the segment disclosures for ~~completion of~~the prior period in this ~~strategic review, may suspend~~MD&A and throughout this Quarterly Report on Form 10-Q to the process at any time and do not intend to make further announcements regarding the process unless and until our Board of Directors approves a course of action for which further disclosure is appropriate.current period presentation.

Macroeconomic ~~Indicators,~~Trends and Seasonality ~~and Recent Developments~~

Advertising 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 internationalOur results are impacted by the economic conditions in the ~~foreign~~ markets in which we operate as advertising revenue is highly correlated to, and has historically trended in line with, changes in gross domestic product, both domestically and internationally. However, we believe the diversity of our asset base and customer portfolio reduces our exposure to negative market- and industry-specific trends.

•During the first half of the year, we experienced weakness in revenue within certain of our larger U.S. markets, primarily the San Francisco/Bay Area market as specific macroeconomic trends affecting this market have resulted, and could continue to result, in lower spend on out-of-home advertising. These negative impacts have been mostly offset by ~~fluctuations~~higher revenue generated in ~~foreign currency exchange rates. In early~~various other U.S. markets.

•During the first half of the year, we saw economic variability throughout Europe impacting country level growth rates in our European businesses. Civil unrest and protests in France and an economic downturn in Sweden negatively impacted demand for out-of-home advertising in these countries during the second quarter and could continue to negatively impact results in future quarters; however, this was more than offset by higher revenue in most of the other European countries in which we operate.

As described in our 2022 ~~worldwide~~Annual Report on Form 10-K, global inflation ~~began to increase. In~~increased in 2022, and in response, ~~to heightened levels of inflation,~~ central banks, including the U.S. Federal Reserve, ~~and the European Central Bank, have increased~~raised interest rates significantly, resulting in an increase in our weighted average cost of debt. ~~Additionally,~~Interest rates have continued to rise in the ~~U.S. dollar~~first half of 2023, and while inflation rates have slowed, global inflation remains high and has ~~significantly strengthened against the Euro and British pound sterling, resulting in an adverse impact on reported~~impacted our results due to higher costs, particularly in our Europe segment. The U.S. dollar may continue to strengthen against these foreign currencies if the Federal Reserve further raises the federal funds rate, which may result in downstream impacts to global exchange rates and further adverse impacts to our reported results in our Europe segment. While inflation has affected our performance in 2022, resulting in higher costs for wages, salaries, materials and equipment, wesegments. We believe we have partially offset ~~these~~ higher costs by increasing the effective advertising rates for most of our ~~out-of-home display faces,~~products.

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Additionally, our international results are impacted by fluctuations in foreign currency exchange rates. During 2022, the U.S. dollar significantly strengthened against the Euro and British pound sterling, among other European currencies, peaking in the third quarter. The U.S. dollar has since trended weaker, and fluctuations in foreign currency exchange rates did not have a significant impact on our reported results in the first half of 2023. While inflation, interest rates and foreign currency exchange rates have been less volatile in 2023, fluctuations in these indicators are uncertain and could result in further adverse impacts to ~~date, we have not suffered material impacts from the heightened levels of inflation experienced at a global level.~~our reported results. The market risks that our business is subject to are further described in Item 3 of Part I of this Quarterly Report on Form 10-Q.

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Due to seasonality, the results for the interim period are not indicative of expected results for the full year. We typically experience our weakest 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.

~~As described~~Dispositions and Strategic Reviews

We entered into an agreement in December 2022 to sell our ~~2021 Annual Report on Form 10-K, COVID-19 had a significant adverse impact on~~business in Switzerland to Goldbach Group AG. On March 31, 2023, we completed this sale and received cash proceeds, net of customary closing adjustments and cash sold, of $89.4 million. On May 31, 2023, we sold our ~~results~~business in Italy to JCDecaux for cash proceeds, net of ~~operations during~~customary closing adjustments and cash sold, of $5.1 million. In May 2023, we also entered into an agreement to sell our business in Spain to JCDecaux for cash consideration of approximately $64.3 million. This transaction is expected to close in 2024, upon satisfaction of regulatory approval and other customary closing conditions. We intend to use the ~~first quarter~~anticipated net proceeds from these sales, after payment of ~~2021,~~transaction-related fees and expenses, to improve liquidity and increase financial flexibility of the business as permitted under our debt agreements.

On July 17, 2023, we ~~did not experience a return~~announced that we have entered into exclusive discussions to sell our ~~pre-COVID-19 historical seasonal levels of revenue until~~business in France to Equinox Industries. The proposed transaction is expected to be completed in the fourth quarter of ~~2021. To~~2023, subject to an information and consultation process with Clear Channel France’s employee works council, execution of a ~~large extent,~~share purchase agreement and the satisfaction of customary closing conditions. The transaction is not subject to regulatory approval.

Our Board is continuing its review of strategic alternatives for our remaining European businesses, as well as evaluating a range of other strategic opportunities to enhance value. However, there can be no assurance that these reviews will result in any additional transactions or particular outcomes. Further, we have ~~experienced similar, or have exceeded, pre-COVID-19 levels~~not set a timetable for completion of activity during the first nine months of 2022. As our operating performance has improved, we have ceased certain of the temporary operating cost savings initiatives we implemented in response to COVID-19these processes and ~~have increased our investment in our business through additional capital expenditures.~~may suspend them at any time.

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.

Revenue and expenses “excluding the impact of movements in foreign exchange rates” are presented in this MD&A ~~are presented~~ because Company 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 monthly foreign exchange rates for the ~~comparable period.~~same period of the prior year.

2022

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Consolidated Results of Operations

~~The comparison of our historical results of operations for the three and nine months ended September 30, 2022 to the three and nine months ended September 30, 2021 is as follows:~~


(In thousands)	(In thousands)	Three Months Ended September 30,				%	Nine Months Ended September 30,				%	(In thousands)	Three Months Ended June 30,				%	Six Months Ended June 30,				%
		2022		2021		Change	2022		2021		Change		2023		2022		Change	2023		2022		Change
Revenue	Revenue	$	602,907	$	596,416	1.1%	$	1,771,975	$	1,498,406	18.3%	Revenue	$	637,239	$	643,380	(1.0)%	$	1,182,674	$	1,169,068	1.2%
Operating expenses:	Operating expenses:											Operating expenses:
Direct operating expenses(1)	Direct operating expenses(1)	323,543		324,707		(0.4)%	976,070		914,221		6.8%	Direct operating expenses(1)	346,560		331,325		4.6%	691,410		652,527		6.0%
Selling, general and administrative expenses(1)	Selling, general and administrative expenses(1)	118,453		118,158		0.2%	345,704		328,593		5.2%	Selling, general and administrative expenses(1)	113,183		118,294		(4.3)%	231,379		227,251		1.8%
Corporate expenses(1)	Corporate expenses(1)	37,433		41,806		(10.5)%	120,159		113,576		5.8%	Corporate expenses(1)	57,557		39,081		47.3%	92,098		82,726		11.3%
Depreciation and amortization	Depreciation and amortization	57,846		65,600		(11.8)%	178,830		190,019		(5.9)%	Depreciation and amortization	71,138		60,577		17.4%	144,101		120,984		19.1%
Impairment charges	Impairment charges	871		—			22,676		118,950			Impairment charges	—		21,805			—		21,805
Other operating expense (income), net		3,764		(2,422)			220		(4,045)
Operating income (loss)		60,997		48,567			128,316		(162,908)
Other operating (income) expense, net												Other operating (income) expense, net	(5,785)		1,367			(97,061)		(3,544)
Operating income												Operating income	54,586		70,931			120,747		67,319
Interest expense, net	Interest expense, net	(92,878)		(84,276)			(262,270)		(267,211)			Interest expense, net	(105,242)		(86,594)			(207,995)		(169,392)
Loss on extinguishment of debt		—		—			—		(102,757)
Other expense, net		(27,857)		(11,973)			(60,091)		(1,788)

Other income (expense), net												Other income (expense), net	12,319		(26,235)			21,323		(32,234)
Loss before income taxes	Loss before income taxes	(59,738)		(47,682)			(194,045)		(534,664)			Loss before income taxes	(38,337)		(41,898)			(65,925)		(134,307)
Income tax benefit		20,958		6,894			219		36,019
Income tax benefit (expense)												Income tax benefit (expense)	1,758		(23,419)			(6,076)		(20,739)
Consolidated net loss	Consolidated net loss	(38,780)		(40,788)			(193,826)		(498,645)			Consolidated net loss	(36,579)		(65,317)			(72,001)		(155,046)
Less amount attributable to noncontrolling interest		977		43			1,463		(881)
Less amount attributable to noncontrolling interests												Less amount attributable to noncontrolling interests	718		347			208		486
Net loss attributable to the Company	Net loss attributable to the Company	$	(39,757)	$	(40,831)		$	(195,289)	$	(497,764)		Net loss attributable to the Company	$	(37,297)	$	(65,664)		$	(72,209)	$	(155,532)

(1)Excludes depreciation and ~~amortization.~~amortization

Consolidated Revenue

Consolidated revenue ~~increased $6.5~~decreased $6.1 million, or ~~1.1%~~1.0%, during the three months ended ~~September~~June 30, ~~2022~~2023 compared to the same period of ~~2021.~~2022. Excluding the ~~$40.0~~$1.1 million impact of movements in foreign exchange rates, consolidated revenue decreased $7.3 million, or 1.1%, driven by a decrease of $28.4 million resulting from the sales of our former businesses in Switzerland and Italy. This was partially offset by higher revenue in our remaining businesses driven by increased demand and continued investment in digital infrastructure.

Consolidated revenue increased $13.6 million, or 1.2%, during the six months ended June 30, 2023 compared to the same period of 2022. Excluding the $14.1 million impact of movements in foreign exchange rates, consolidated revenue increased ~~$46.4~~$27.7 million, or ~~7.8%~~2.4%. ~~As we have continued to recover~~A decrease of $21.2 million resulting from the ~~adverse effects~~sales of ~~COVID-19, strong customer demand, particularly~~our former businesses in Switzerland and Italy was more than offset by higher revenue in our ~~transit business, has resulted~~remaining European businesses and our Airports segment driven by increased demand, new contracts and continued investment in digital infrastructure. America revenue ~~(excluding the impact of movements in foreign exchange rates) exceeding pre-COVID-19 levels~~was mostly flat as higher revenue in the ~~Americas~~majority of our U.S. markets was offset by weakness in the San Francisco/Bay Area market.

The following table provides information about consolidated digital revenue:


(In thousands)	Three Months Ended June 30,						%	Six Months Ended June 30,						%
	2023			2022			Change	2023			2022			Change
Digital revenue(1)	$	259,914		$	248,721		4.5%	$	466,198		$	443,056		5.2%
Percent of total consolidated revenue	40.8		%	38.7		%		39.4		%	37.9		%
Digital revenue, excluding movements in foreign exchange rates	$	259,103		$	248,721		4.2%	$	472,256		$	443,056		6.6%

(1)Digital revenue related to businesses that have been sold was $3.3 million and ~~Europe reportable segments.~~

~~Consolidated revenue increased $273.6~~$10.1 million ~~or 18.3%,~~ during the ~~nine~~three months ended ~~September~~June 30, 2023 and 2022, ~~compared to~~respectively, and $10.9 million and $16.4 million during the same period of 2021. Excluding the $88.8 million impact of movements in foreign exchange rates, consolidated revenue increased $362.4 million, or 24.2%. During 2021, revenue throughout our business was adversely affected by COVID-19. However, as our business has recovered, we have seen increases in revenue across almost all of our marketssix months ended June 30, 2023 and ~~products, most notably transit, street furniture and billboards.~~2022, respectively.

Consolidated Direct Operating Expenses

Consolidated direct operating expenses ~~decreased $1.2~~increased $15.2 million, or ~~0.4%~~4.6%, during the three months ended ~~September~~June 30, ~~2022~~2023 compared to the same period of ~~2021.~~2022. Excluding the ~~$28.3~~$0.4 million impact of movements in foreign exchange rates, consolidated direct operating expenses increased ~~$27.1~~$14.8 million, or ~~8.4%~~4.5%.

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Consolidated direct operating expenses increased ~~$61.8~~$38.9 million, or ~~6.8%~~6.0%, during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the same period of ~~2021.~~2022. Excluding the ~~$62.3~~$11.9 million impact of movements in foreign exchange rates, consolidated direct operating expenses increased ~~$124.2~~$50.8 million, or ~~13.6%~~7.8%.

~~These increases were primarily driven~~The sales of our former businesses in Switzerland and Italy resulted in decreases of $16.5 million and $13.8 million during the three- and six-month comparison periods, respectively, which was more than offset by higher direct operating expenses in our remaining businesses largely due to higher site lease expense ~~due to~~mainly driven by new and amended lease contracts, higher revenue and lower rent ~~abatements and governmental rent subsidies. We also experienced higher production and installation~~abatements. The remaining increase in direct operating expenses was largely driven by higher prices and increased sales activity ~~partially offset by lower costs for our restructuring plan to reduce headcount~~ in ~~our Europe segment.~~

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Europe.

The following table provides ~~the restructuring and other costs included within~~additional information about certain drivers of consolidated direct operating ~~expenses during the three and nine months ended September 30, 2022 and 2021:~~expenses:


(In thousands)	(In thousands)	Three Months Ended September 30,				Nine Months Ended September 30,				(In thousands)	Three Months Ended June 30,				%		Six Months Ended June 30,				%
		2022		2021		2022		2021			2023		2022		Change		2023		2022		Change
Site lease expense(1)										Site lease expense(1)	$	241,414	$	232,525	3.8	%	$	481,726	$	454,689	5.9	%
Site lease expense, excluding movements in foreign exchange rates										Site lease expense, excluding movements in foreign exchange rates	241,423		232,525		3.8	%	489,024		454,689		7.6	%
Reductions of rent expense on lease and non-lease contracts from rent abatements										Reductions of rent expense on lease and non-lease contracts from rent abatements	6,951		13,577		(48.8)	%	14,224		23,180		(38.6)	%

Restructuring and other costs(1)		$	—	$	8,087	$	240	$	18,066
Restructuring and other costs										Restructuring and other costs	5		236		(97.9)	%	513		240		113.8	%

(1)~~Includes severance and~~Site lease expense related ~~costs for our restructuring plan~~ to ~~reduce headcount in our Europe segment of $8.0~~businesses that have been sold was $2.0 million and ~~$17.1~~$13.5 million during the three ~~and nine~~ months ended ~~September~~June 30, ~~2021,~~2023 and 2022, respectively, and $15.3 million and $26.0 million during the six months ended June 30, 2023 and 2022, respectively.

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

Consolidated SG&A expenses ~~increased $0.3~~decreased $5.1 million, or ~~0.2%~~4.3%, during the three months ended ~~September~~June 30, ~~2022~~2023 compared to the same period of ~~2021.~~2022. Excluding the ~~$9.0~~$0.5 million impact of movements in foreign exchange rates, consolidated SG&A expenses decreased $5.6 million, or 4.8%, driven by a decrease of $4.9 million resulting from the sales of our former businesses in Switzerland and Italy, as well as lower credit loss expense.

Consolidated SG&A expenses increased $4.1 million, or 1.8%, during the six months ended June 30, 2023 compared to the same period of 2022. Excluding the $2.7 million impact of movements in foreign exchange rates, consolidated SG&A expenses increased ~~$9.3~~$6.8 million, or ~~7.9%~~3.0%.

~~Consolidated~~ A decrease of $3.6 million resulting from the sales of our former businesses in Switzerland and Italy was more than offset by higher SG&A expenses ~~increased $17.1 million, or 5.2%, during the nine months ended September 30, 2022 compared to the same period of 2021. Excluding the $19.4 million impact of movements~~ in ~~foreign exchange rates, consolidated SG&A expenses increased $36.5 million, or 11.1%.~~

~~These increases were mainly~~our remaining businesses due to higher employee compensation, ~~costs largely driven by improvements in operating performance. Additionally, higher credit loss expense, driven by an increase in current year revenue~~facilities, information technology and prior year reductions in our allowance for credit losses, and increases in other SG&A expenses were partially offset by lower costs for our restructuring plan to reduce headcount in our Europe segment.marketing costs.

The following table provides the restructuring and other costs included within SG&A expenses during the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021:~~2022:

(In thousands) Three Months Ended
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
Restructuring and other costs(1)
$ 1,521 $ 9,144 $ 2,940 $ 17,934

~~(1)~~Includes severance and related costs for our restructuring plan to reduce headcount in our Europe segment of $0.9 million and $8.3 million during the three months ended September 30, 2022 and 2021, respectively, and $1.4 million and $16.4 million during the nine months ended September 30, 2022 and 2021, respectively.


(In thousands)	Three Months Ended June 30,				%		Six Months Ended June 30,				%
	2023		2022		Change		2023		2022		Change

Restructuring and other costs	$	459	$	989	(53.6)	%	$	512	$	1,419	(63.9)	%

Corporate Expenses

Corporate expenses ~~decreased $4.4~~increased $18.5 million, or ~~10.5%~~47.3%, and $9.4 million, or 11.3%, during the three and six months ended ~~September~~June 30, ~~2022~~2023, respectively, compared to the same ~~period~~periods of ~~2021.~~2022. Excluding the ~~$0.9 million~~ impact of movements in foreign exchange rates, corporate expenses ~~decreased $3.5~~increased $18.6 million, or ~~8.4%~~47.5%, and $10.3 million, or 12.4%, during the three- and six-month comparison periods, respectively.

These increases were primarily driven by ~~lower~~estimated legal liabilities recorded for the first quarter of 2022 and the second quarter of 2023 for the potential resolution of matters related to the investigation of the Company’s former indirect, non-wholly-owned subsidiary, Clear Media Limited. Such expenses are included in restructuring and other costs ~~and share-based compensation.~~in the table below. Please refer to Note 6 to our Condensed Consolidated Financial Statements located in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional details.

~~Corporate expenses increased $6.6 million, or 5.8%, during the nine months ended September 30, 2022 compared to the same period~~

Table of 2021. Excluding the $1.7 million impact from movements in foreign exchange rates, corporate expenses increased $8.3 million, or 7.3%, primarily driven by higher employee compensation costs, including share-based compensation, and higher restructuring and other costs driven by an increase in estimated legal liabilities.Contents

The following table provides additional information about certain drivers of corporate ~~expenses for the three and nine months ended September 30, 2022 and 2021:~~expenses:


(In thousands)	(In thousands)	Three Months Ended September 30,				Nine Months Ended September 30,				(In thousands)	Three Months Ended June 30,				%		Six Months Ended June 30,				%
		2022		2021		2022		2021			2023		2022		Change		2023		2022		Change
Share-based compensation expense	Share-based compensation expense	$	5,290	$	5,874	$	16,880	$	14,331	Share-based compensation expense	$	6,179	$	6,876	(10.1)	%	$	10,303	$	11,590	(11.1)	%
Restructuring and other costs (reversals)(1)		(806)		1,498		9,742		8,612
Restructuring and other costs(1)										Restructuring and other costs(1)	19,700		1,478		NM		19,645		10,548		86.2	%

(1)~~Includes severance and related costs (reversals) for our restructuring plan~~Percentage changes that are so large as to ~~reduce headcount in our Europe segment of $(0.5) million and $1.1 million during the nine months ended September 30, 2022 and 2021, respectively.~~be not meaningful have been designated as “NM.”

~~Table of Contents~~

Depreciation and Amortization

Depreciation and amortization ~~decreased~~increased $10.6 million, or 17.4%, and $23.1 million, or 19.1%, during the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023, respectively, compared to the same periods of ~~2021 mainly due to assets becoming fully depreciated and the impact of movements in foreign exchange rates.~~

•~~Depreciation and amortization decreased $7.8 million, or 11.8%, during the three months ended September 30, 2022 compared to the same period of 2021.~~2022. Excluding the ~~$2.9 million~~ impact of movements in foreign exchange rates, depreciation and amortization ~~decreased $4.9~~increased $10.4 million, or ~~7.4%.~~

•~~Depreciation~~17.2%, and ~~amortization decreased $11.2~~$24.1 million, or ~~5.9%~~20.0%, during the ~~nine~~three- and six-month comparison periods, respectively.

These increases were primarily driven by a change in the classification of billboard permit intangible assets in our America segment from indefinite-lived to finite-lived in the fourth quarter of 2022, which resulted in increases in amortization expense of $16.1 million and $32.1 million during the three and six months ended ~~September~~June 30, ~~2022~~2023, respectively, compared to the same ~~period~~periods of ~~2021. Excluding~~2022. This was partially offset by the ~~$6.5 million~~ impact of ~~movements~~other assets becoming fully depreciated, as well as the sales of our former businesses in ~~foreign exchange rates, depreciation~~Switzerland and ~~amortization decreased $4.7 million, or 2.5%.~~Italy.

Impairment Charges

During the three ~~months ended September 30, 2022, we recognized an impairment charge of $0.9 million on our permanent easements as a result of our annual impairment test. Additionally, during the three~~and six months ended June 30, 2022, we recognized an impairment charge of $21.8 million on ~~our Americas~~ indefinite-lived permits in our America segment driven by rising interest rates and ~~inflation, resulting in total~~inflation. There were no impairment charges ~~of $22.7 million~~ during the ~~nine~~three or six months ended ~~September~~June 30, ~~2022.~~

During the nine months ended September 30, 2021, we recognized an impairment charge of $119.0 million on our Americas indefinite-lived permits, driven by an increase in the discount rate and reduction in projected cash flows related to the negative impacts of COVID-19.2023.

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

Other operating ~~expense,~~income, net, of ~~$3.8~~$5.8 million during the three months ended ~~September~~June 30, 2023 was driven by a $11.2 million gain on the sale of our former business in Italy, partially offset by costs related to the strategic reviews of our other European businesses. Other operating expense, net, of $1.4 million during the three months ended June 30, 2022 was primarily driven by costs related to the strategic ~~review~~reviews of our ~~Europe segment and net losses on disposal of operating assets.~~ European businesses.

Other operating income, net, of ~~$2.4~~$97.1 million during the ~~three~~six months ended ~~September~~June 30, ~~2021~~2023 was driven by ~~net~~ gains on ~~disposal~~the sales of ~~operating assets.~~

~~Other operating expense, net, was $0.2~~our former businesses in Switzerland and Italy of $96.4 million ~~during the nine months ended September 30, 2022 as~~and $11.2 million, respectively, partially offset by costs related to the strategic ~~review~~reviews of our ~~Europe segment were largely offset~~other European businesses. Other operating income, net, of $3.5 million during the six months ended June 30, 2022 was driven by compensation received from local governments for the condemnation and removal of billboards, less a reduction in the underlying value of the condemned assets, in certain markets in our ~~Americas segment. Other operating income, net was $4.0 million during~~America segment, partially offset by costs related to the ~~nine months ended September 30, 2021, primarily driven by net gains on disposal~~strategic reviews of ~~operating assets.~~our European businesses.

Interest Expense, Net

Interest expense, net, increased ~~$8.6~~$18.6 million and $38.6 million during the three and six months ended ~~September~~June 30, ~~2022~~2023, respectively, compared to the same ~~period~~periods of ~~2021~~2022 driven by higher interest rates on our Term Loan ~~Facility, partially offset by lower interest due to repayment of the $130.0 million draw under our Revolving Credit Facility in the fourth quarter of 2021.~~

Interest expense, net, decreased $4.9 million during the nine months ended September 30, 2022 compared to the same period of 2021 driven by lower interest rates as a result of refinancing the Clear Channel Worldwide Holdings, Inc. 9.25% Senior Notes Due 2024 (the “CCWH Senior Notes”) in the first half of 2021 and, to a lesser extent, lower interest due to repayment of the $130.0 million draw under our Revolving Credit Facility in the fourth quarter of 2021. These decreases were partially offset by the impact of higher interest rates on our Term Loan Facility.

~~Loss on Extinguishment of Debt~~

During the nine months ended September 30, 2021, we recognized losses on extinguishment of debt of $102.8 million related to the redemption of the CCWH Senior Notes in the first half of the year. We did not extinguish any debt during the nine months ended September 30, 2022.

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

Other ~~expense,~~income, net, of ~~$27.9~~$12.3 million and ~~$12.0~~$21.3 million during the three and six months ended ~~September~~June 30, ~~2022 and 2021,~~2023, respectively, and ~~$60.1~~other expense, net, of $26.2 million and ~~$1.8~~$32.2 million during the ~~nine~~three and six months ended ~~September~~June 30, 2022, ~~and 2021,~~ respectively, primarily ~~result~~resulted from net foreign exchange gains and losses, respectively, recognized in connection with intercompany notes denominated in ~~foreign currencies. As~~a currency other than the ~~US.~~functional currency. These gains and losses were driven by fluctuations in the value of the U.S. dollar ~~has strengthened~~ against foreign currencies, particularly the Euro and British pound ~~sterling, these losses have increased.~~

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sterling.

Income Tax Benefit (Expense)

The effective tax rates ~~were 35.1% and 14.5%~~ for the three and six months ended ~~September~~June 30, 2023 were 4.6% and (9.2)%, respectively, compared to (55.9)% and (15.4)% for the three and six months ended June 30, 2022, ~~and 2021, respectively, and 0.1% and 6.7%~~respectively. The effective tax rates for ~~the nine months ended September 30, 2022 and 2021, respectively. These rates~~each period were ~~primarily~~ impacted by the valuation allowance recorded against current period deferred tax assets resulting from losses and interest expense carryforwards in the U.S. and certain foreign jurisdictions due to uncertainty regarding the Company’s ability to realize those assets in future periods. Additionally, the effective tax rate for the six months ended June 30, 2023 was largely impacted by the sale of the Company’s former business in Switzerland.

~~Americas~~

Table of Contents

America Results of Operations


(In thousands)	(In thousands)	Three Months Ended September 30,				%	Nine Months Ended September 30,				%	(In thousands)	Three Months Ended June 30,				%	Six Months Ended June 30,				%
		2022		2021		Change	2022		2021		Change		2023		2022		Change	2023		2022		Change
Revenue	Revenue	$	346,519	$	319,020	8.6%	$	987,790	$	802,524	23.1%	Revenue	$	287,517	$	285,026	0.9%	$	523,566	$	524,282	(0.1)%
Direct operating expenses(1)	Direct operating expenses(1)	142,981		128,518		11.3%	417,129		334,491		24.7%	Direct operating expenses(1)	109,156		102,670		6.3%	213,973		197,321		8.4%
SG&A expenses(1)	SG&A expenses(1)	59,144		51,824		14.1%	167,811		139,433		20.4%	SG&A expenses(1)	48,848		48,669		0.4%	98,729		93,212		5.9%
Segment Adjusted EBITDA	Segment Adjusted EBITDA	144,739		139,086		4.1%	403,829		330,527		22.2%	Segment Adjusted EBITDA	129,513		133,977		(3.3)%	210,878		234,383		(10.0)%

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

~~Three Months~~

~~Americas~~America Revenue

~~Americas~~America revenue increased ~~$27.5~~$2.5 million, or ~~8.6%~~0.9%, during the three months ended ~~September~~June 30, ~~2022~~2023 compared to the same period of ~~2021, most notably~~2022 driven by ~~airport displays, which increased 45.0% to $62.3~~higher digital revenue. While most of our U.S. markets experienced an increase in revenue during this period, this was partially offset by continued weakness in the San Francisco/Bay Area market.

America revenue decreased $0.7 million, ~~as compared to $43.0 million~~or 0.1%, during the ~~same period of 2021.~~

~~Americas total digital revenue increased 16.6% during the three~~six months ended ~~September~~June 30, ~~2022 as~~2023 compared to the same period of ~~2021, as follows:~~2022 primarily driven by weakness in the San Francisco/Bay Area market, offset by higher revenue in the majority of our other U.S. markets. Overall, lower revenue from print displays was largely offset by higher digital revenue.

(In thousands) Three Months Ended
September 30, %
2022 2021 Change
Digital revenue from billboards, street furniture & spectaculars $ 97,559 $ 91,361 6.8%
Digital revenue from transit, including airports 36,143 23,285 55.2%
Total digital revenue $ 133,702 $ 114,646 16.6%
The following table provides information about America digital revenue:


(In thousands)	Three Months Ended June 30,						%	Six Months Ended June 30,						%
	2023			2022			Change	2023			2022			Change
Digital revenue	$	98,357		$	96,042		2.4%	$	176,375		$	171,374		2.9%
Percent of total segment revenue	34.2		%	33.7		%		33.7		%	32.7		%

Revenue generated from national sales comprised ~~39.7%~~35.0% and ~~37.1%~~35.9% of ~~total~~America revenue for the three months ended ~~September~~June 30, 2023 and 2022, respectively, and ~~2021,~~34.2% and 35.8% of America revenue for the six months ended June 30, 2023 and 2022, respectively, while the remainder of revenue was generated from local sales.

~~Americas~~America Direct Operating Expenses

~~Americas~~America direct operating expenses increased ~~$14.5~~$6.5 million, or ~~11.3%~~6.3%, and $16.7 million, or 8.4%, during the three and six months ended ~~September~~June 30, ~~2022~~2023, respectively, compared to the same ~~period~~periods of ~~2021 largely~~2022 mainly due to higher site lease expense driven by ~~higher revenue, most notably in our airports business, partially offset by higher~~lease renewals and amendments, including the renegotiation of a large existing site lease contract, and lower rent abatements. ~~We also experienced higher production and installation expenses driven by increased sales activity.~~

The following table provides ~~additional~~ information about ~~certain drivers of Americas direct operating expenses for the three months ended September 30, 2022~~America site lease expense and ~~2021:~~rent abatements:


(In thousands)	(In thousands)	Three Months Ended September 30,				%	(In thousands)	Three Months Ended June 30,				%	Six Months Ended June 30,				%
		2022		2021		Change		2023		2022		Change	2023		2022		Change
Site lease expense	Site lease expense	$	113,569	$	103,103	10.2%	Site lease expense	$	85,548	$	80,111	6.8%	$	168,578	$	153,405	9.9%
Reductions of rent expense on lease and non-lease contracts from rent abatements	Reductions of rent expense on lease and non-lease contracts from rent abatements	15,436		11,890		29.8%	Reductions of rent expense on lease and non-lease contracts from rent abatements	2,065		3,550		(41.8)%	3,269		7,217		(54.7)%

~~Americas~~America SG&A Expenses

America SG&A expenses increased ~~$7.3~~$0.2 million, or ~~14.1%~~0.4%, during the three months ended ~~September~~June 30, ~~2022~~2023 compared to the same period of ~~2021, largely~~2022.

America SG&A expenses increased $5.5 million, or 5.9%, during the six months ended June 30, 2023 compared to the same period of 2022 mainly due to higher credit loss expense related to specific reserves for certain customers and higher employee compensation ~~costs,~~ driven ~~in part~~ by increased ~~headcount, and higher credit loss expense.~~headcount.

2426

Table of Contents

~~Nine Months~~Airports Results of Operations

~~Americas~~


(In thousands)	Three Months Ended June 30,				%	Six Months Ended June 30,				%
	2023		2022		Change	2023		2022		Change
Revenue	$	71,045	$	61,106	16.3%	$	124,834	$	116,989	6.7%
Direct operating expenses	46,986		38,390		22.4%	86,637		76,827		12.8%
SG&A expenses	7,725		7,939		(2.7)%	15,599		15,455		0.9%
Segment Adjusted EBITDA	16,334		14,777		10.5%	22,598		24,707		(8.5)%

Airports Revenue

~~Americas~~Airports revenue increased ~~$185.3~~$9.9 million, or ~~23.1%~~16.3%, during the ~~nine~~three months ended ~~September~~June 30, ~~2022~~2023 compared to the same period of ~~2021. Americas~~2022 due to additional demand for airport advertising driven by a rebound in travel as U.S. airport traffic has returned to pre-pandemic levels, as well as the timing of campaign spending. Airports revenue ~~was adversely affected by COVID-19 during 2021. However, as our Americas segment has recovered, we have seen increases in revenue across all of our products, most notably airport displays, which~~ increased ~~105.9%~~ ~~to $179.3~~$7.8 million, ~~as compared to $87.1 million~~or 6.7%, during the ~~same period of 2021, and billboards.~~

~~Americas total digital revenue increased 40.8% during the nine~~six months ended ~~September~~June 30, ~~2022 as~~2023 compared to the same period of ~~2021, as follows:~~2022. In both periods, digital revenue drove the majority of the increase.

(In thousands) Nine Months Ended
September 30, %
2022 2021 Change
Digital revenue from billboards, street furniture and spectaculars $ 268,675 $ 222,364 20.8%
Digital revenue from transit, including airports 101,378 40,374 151.1%
Total digital revenue $ 370,053 $ 262,738 40.8%
The following table provides information about Airports digital revenue:


(In thousands)	Three Months Ended June 30,						%	Six Months Ended June 30,						%
	2023			2022			Change	2023			2022			Change
Digital revenue	$	42,147		$	34,396		22.5%	$	71,725		$	64,977		10.4%
Percent of total segment revenue	59.3		%	56.3		%		57.5		%	55.5		%

Revenue generated from national sales comprised ~~39.1%~~59.7% and ~~36.8%~~52.7% of ~~total~~Airports revenue for the ~~nine~~three months ended ~~September~~June 30, 2023 and 2022, respectively, and ~~2021,~~59.8% and 53.9% of Airports revenue for the six months ended June 30, 2023 and 2022, respectively, while the remainder of revenue was generated from local sales.

~~Americas~~Airports Direct Operating Expenses

~~Americas~~Airports direct operating expenses increased ~~$82.6~~$8.6 million, or ~~24.7%~~22.4%, and $9.8 million, or 12.8%, during the ~~nine~~three and six months ended ~~September~~June 30, ~~2022~~2023, respectively, compared to the same ~~period~~periods of ~~2021 primarily~~2022 due to higher site lease expense driven by ~~higher revenue and~~ lower rent ~~abatements. We also experienced~~abatements and higher ~~production and installation expenses driven by increased sales activity, as well as higher maintenance expense.~~ revenue.

The following table provides ~~additional~~ information about ~~certain drivers of Americas direct operating expenses for the nine months ended September 30, 2022~~Airports site lease expense and ~~2021:~~rent abatements:


(In thousands)	(In thousands)	Nine Months Ended September 30,				%	(In thousands)	Three Months Ended June 30,				%	Six Months Ended June 30,				%
		2022		2021		Change		2023		2022		Change	2023		2022		Change
Site lease expense	Site lease expense	$	335,938	$	263,810	27.3%	Site lease expense	$	42,802	$	34,325	24.7%	$	79,052	$	68,964	14.6%
Reductions of rent expense on lease and non-lease contracts from rent abatements	Reductions of rent expense on lease and non-lease contracts from rent abatements	36,732		56,384		(34.9)%	Reductions of rent expense on lease and non-lease contracts from rent abatements	4,540		9,477		(52.1)%	10,047		14,079		(28.6)%

~~Americas~~Airports SG&A Expenses

Airports SG&A expenses ~~increased $28.4~~decreased $0.2 million, or ~~20.4%~~2.7%, during the ~~nine~~three months ended ~~September~~June 30, ~~2022~~2023 compared to the same period of ~~2021 largely due to higher employee compensation costs~~2022 mainly driven by ~~improvements in operating performance and increased headcount, as well as higher~~lower credit loss ~~expense due~~expense. Airports SG&A expenses increased $0.1 million, or 0.9%, during the six months ended June 30, 2023 compared to ~~an increase in current year revenue and prior year reductions in our allowance for credit losses.~~the same period of 2022.

~~Europe~~

Table of Contents

Europe-North Results of Operations


(In thousands)	(In thousands)	Three Months Ended September 30,				%	Nine Months Ended September 30,				%	(In thousands)	Three Months Ended June 30,				%	Six Months Ended June 30,				%
													2023		2022		Change	2023		2022		Change
		2022		2021		Change	2022		2021		Change
Revenue	Revenue	$	239,197	$	262,568	(8.9)%	$	736,616	$	659,216	11.7%	Revenue	$	149,909	$	145,718	2.9%	$	278,412	$	267,816	4.0%
Direct operating expenses(1)	Direct operating expenses(1)	171,060		187,080		(8.6)%	530,351		554,087		(4.3)%	Direct operating expenses(1)	97,709		90,581		7.9%	193,741		180,856		7.1%
SG&A expenses(1)	SG&A expenses(1)	54,219		61,040		(11.2)%	162,604		173,936		(6.5)%	SG&A expenses(1)	26,278		27,388		(4.1)%	51,811		52,531		(1.4)%
Segment Adjusted EBITDA	Segment Adjusted EBITDA	15,095		31,271		(51.7)%	45,863		(34,614)		N/A	Segment Adjusted EBITDA	26,234		27,859		(5.8)%	33,406		34,833		(4.1)%

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

~~Table of Contents~~

~~Three Months~~

~~Europe~~Europe-North Revenue

~~Europe~~Europe-North revenue ~~decreased $23.4~~increased $4.2 million, or ~~8.9%~~2.9%, during the three months ended ~~September~~June 30, ~~2022~~2023 compared to the same period of ~~2021.~~2022. Excluding the ~~$39.5~~$2.4 million impact of movements in foreign exchange rates, ~~Europe~~Europe-North revenue increased ~~$16.1~~$6.6 million, or ~~6.1%~~4.5%, primarily due to higher revenue from street furniture displays driven by ~~continued recovery~~increased demand, higher prices and ~~growth following~~ the ~~lifting~~deployment of ~~COVID-19 restrictions. Higher~~new digital displays, as well as higher revenue from transit displays driven by increased demand in airports and ~~street furniture~~new contracts. Overall, we have seen increases in revenue ~~drove the overall revenue growth in Europe, with revenue increasing~~ in most of the countries in which we operate, most notably ~~Sweden. These increases were~~Belgium, the U.K. and Denmark, partially offset by ~~lower revenue~~decreases in ~~France, which experienced a strong rebound from COVID-19 in the prior year.~~Sweden and Norway.

~~Europe digital~~Europe-North revenue increased ~~4.8%~~$10.6 million, or 4.0%, during the ~~three~~six months ended ~~September~~June 30, ~~2022 as~~2023 compared to the same period of ~~2021.~~2022. Excluding the ~~impact of movements in foreign exchange rates, Europe digital revenue increased 22.4%, as follows:~~

(In thousands) Three Months Ended
September 30, %
2022 2021 Change
Digital revenue $ 97,310 $ 92,879 4.8%
Digital revenue, excluding movements in foreign exchange rates 113,656 92,879 22.4%

~~Europe Expenses~~

~~Europe direct operating expenses decreased $16.0 million, or 8.6%, during the three months ended September 30, 2022 compared to the same period of 2021. Excluding the $27.9~~$14.1 million impact of movements in foreign exchange rates, ~~Europe direct operating expenses~~Europe-North revenue increased ~~$11.9~~$24.7 million, or ~~6.4%~~9.2%, ~~due to higher site lease expense~~ driven by ~~lower negotiated rent abatements, lower governmental rent subsidies~~increased demand, new contracts and ~~higher revenue. This increase was partially offset by lower costs for our restructuring plan to reduce headcount. The following table provides~~the deployment of additional ~~information about certain drivers of Europe direct operating expenses for the three months ended September 30, 2022 and 2021:~~

(In thousands) Three Months Ended
September 30, %
2022 2021 Change
Site lease expense $ 105,920 $ 100,641 5.2%
Site lease expense, excluding movements in foreign exchange rates 122,917 100,641 22.1%
Reductions of rent expense on lease and non-lease contracts from rent abatements 697 9,560 (92.7)%

Europe SG&A expenses decreased $6.8 million, or 11.2%, during the three months ended September 30, 2022 compared to the same period of 2021. Excluding the $8.8 million impact of movements in foreign exchange rates, Europe SG&A expenses increased $2.0 million, or 3.3%. Higher employee compensation costs, primarily driven by improvements in operating performance, and increases in other SG&A expenses were largely offset by lower costs for our restructuring plan to reduce headcount.

~~Nine Months~~

~~Europe Revenue~~

Europe revenue increased $77.4 million, or 11.7%, during the nine months ended September 30, 2022 compared to the same period of 2021. Excluding the $88.1 million impact of movements in foreign exchange rates, Europe revenue increased $165.5 million, or 25.1%. Europe revenue was adversely affected by COVID-19 during 2021. However, as our Europe segment has continued to recover, wedigital displays. We have seen year-over-year increases in revenue across almost all of our products, most notably street furniture and transit displays, and in ~~almost~~ all of the countries in which we operate, with the largest increases in ~~Sweden,~~Belgium, the ~~United Kingdom (“the~~ U.K.”) and ~~France.~~Denmark.

~~Table of Contents~~

The following table provides information about Europe-North digital revenue:

~~Europe digital revenue~~


(In thousands)	Three Months Ended June 30,						%	Six Months Ended June 30,						%
	2023			2022			Change	2023			2022			Change
Digital revenue	$	79,535		$	75,731		5.0%	$	144,852		$	137,408		5.4%
Percent of total segment revenue	53.1		%	52.0		%		52.0		%	51.3		%
Digital revenue, excluding movements in foreign exchange rates	$	80,459		$	75,731		6.2%	$	152,069		$	137,408		10.7%

Europe-North Direct Operating Expenses

Europe-North direct operating expenses increased ~~32.3%~~$7.1 million, or 7.9%, during the ~~nine~~three months ended ~~September~~June 30, ~~2022 as~~2023 compared to the same period of ~~2021.~~2022. Excluding the ~~impact of movements in foreign exchange rates, Europe digital revenue increased 48.0%, as follows:~~

(In thousands) Nine Months Ended
September 30, %
2022 2021 Change
Digital revenue $ 285,510 $ 215,752 32.3%
Digital revenue, excluding movements in foreign exchange rates 319,265 215,752 48.0%

~~Europe Expenses~~

~~Europe direct operating expenses decreased $23.7 million, or 4.3%, during the nine months ended September 30, 2022 compared to the same period of 2021. Excluding the $61.7~~$1.9 million impact of movements in foreign exchange rates, ~~Europe~~Europe-North direct operating expenses increased ~~$38.0~~$9.0 million, or ~~6.9%~~10.0%, due to higher rental costs related to additional digital displays, higher labor costs, higher site lease expense driven by higher revenue and new contracts, and higher electricity prices.

Europe-North direct operating expenses increased $12.9 million, or 7.1%, during the six months ended June 30, 2023 compared to the same period of 2022. Excluding the $10.8 million impact of movements in foreign exchange rates, Europe-North direct operating expenses increased $23.7 million, or 13.1%, due to higher site lease expense driven by higher revenue ~~lower negotiated rent abatements~~ and ~~lower governmental rent subsidies. We also experienced~~new contracts, higher ~~production and installation expenses~~electricity prices, higher compensation driven by increased sales activity and ~~higher maintenance expense driven by higher prices. These increases were partially offset by lower~~labor costs, ~~for our restructuring plan to reduce headcount, lower~~and higher rental costs ~~due~~related to ~~the buy-out of certain~~additional digital ~~screens and lower property taxes driven by government tax reliefs in certain countries.~~ displays.

The following table provides ~~additional~~ information about ~~certain drivers~~Europe-North site lease expense and rent abatements:


(In thousands)	Three Months Ended June 30,				%	Six Months Ended June 30,				%
	2023		2022		Change	2023		2022		Change
Site lease expense	$	58,336	$	57,840	0.9%	$	115,070	$	112,528	2.3%
Site lease expense, excluding movements in foreign exchange rates	59,790		57,840		3.4%	121,916		112,528		8.3%
Reductions of rent expense on lease and non-lease contracts from rent abatements	342		494		(30.8)%	821		1,175		(30.1)%

Table of ~~Europe direct operating expenses for the nine months ended September 30, 2022 and 2021:~~Contents

(In thousands) Nine Months Ended
September 30, %
2022 2021 Change
Site lease expense $ 326,069 $ 309,883 5.2%
Site lease expense, excluding movements in foreign exchange rates 363,706 309,883 17.4%
Reductions of rent expense on lease and non-lease contracts from rent abatements 2,447 21,547 (88.6)%
Europe-North SG&A Expenses

~~Europe~~Europe-North SG&A expenses decreased ~~$11.3~~$1.1 million, or ~~6.5%~~4.1%, during the ~~nine~~three months ended ~~September~~June 30, ~~2022~~2023 compared to the same period of ~~2021.~~2022. Excluding the ~~$19.1~~$0.2 million impact of movements in foreign exchange rates, ~~Europe~~Europe-North SG&A expenses decreased $0.9 million, or 3.2%, primarily driven by lower marketing costs.

Europe-North SG&A expenses decreased $0.7 million, or 1.4%, during the six months ended June 30, 2023 compared to the same period of 2022. Excluding the $2.5 million impact of movements in foreign exchange rates, Europe-North SG&A expenses increased ~~$7.8~~$1.8 million, or ~~4.5%. Higher~~3.4%, mainly due to higher facilities and employee compensation costs due to improvements in operating performance and, to a lesser extent, lower governmental support and wage subsidies were partially offset by lower costs for our restructuring plan to reduce headcount.costs.

~~Other~~Europe-South Results of Operations


(In thousands)	(In thousands)	Three Months Ended September 30,				%	Nine Months Ended September 30,				%	(In thousands)	Three Months Ended June 30,				%	Six Months Ended June 30,				%
													2023		2022		Change	2023		2022		Change
		2022		2021		Change	2022		2021		Change
Revenue	Revenue	$	17,191	$	14,828	15.9%	$	47,569	$	36,666	29.7%	Revenue	$	106,419	$	131,081	(18.8)%	$	214,434	$	220,631	(2.8)%
Direct operating expenses(1)	Direct operating expenses(1)	9,502		9,109		4.3%	28,590		25,643		11.5%	Direct operating expenses(1)	80,334		87,252		(7.9)%	172,581		172,574		—%
SG&A expenses(1)	SG&A expenses(1)	5,090		5,294		(3.9)%	15,289		15,224		0.4%	SG&A expenses(1)	23,869		28,112		(15.1)%	52,170		53,943		(3.3)%
Segment Adjusted EBITDA	Segment Adjusted EBITDA	2,598		425		N/A	3,689		(4,321)		N/A	Segment Adjusted EBITDA	2,368		16,542		(85.7)%	(9,852)		(5,265)		(87.1)%

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

~~Other~~Europe-South Revenue

Europe-South revenue ~~increased $2.4~~decreased $24.7 million, or ~~15.9%, and $10.9 million, or 29.7%~~18.8%, during the three ~~and nine~~ months ended ~~September~~June 30, ~~2022, respectively,~~2023 compared to the same ~~periods~~period of ~~2021.~~2022. Excluding the $2.4 million impact of movements in foreign exchange rates, Europe-South revenue decreased $27.1 million, or 20.6%, driven by a decrease of $28.4 million resulting from the sales of our former businesses in Switzerland and Italy. Regarding our remaining businesses in this segment, higher revenue from Spain due to continued recovery from the adverse effects of COVID-19 was partially offset by lower revenue from France due to weaker demand as a result of civil unrest and protests, as well as billboard takedowns.

Europe-South revenue decreased $6.2 million, or 2.8%, during the six months ended June 30, 2023 compared to the same period of 2022. Excluding the $1.5 million impact of movements in foreign exchange rates, Europe-South revenue decreased $4.7 million, or 2.1%, driven by a decrease of $21.2 million resulting from the sales of our former businesses in Switzerland and Italy. This was partially offset by higher revenue from Spain and France driven by continued recovery from the adverse effects of COVID-19.

The following table provides information about Europe-South digital revenue:


(In thousands)	Three Months Ended June 30,						%	Six Months Ended June 30,						%
	2023			2022			Change	2023			2022			Change
Digital revenue(1)	$	24,058		$	29,894		(19.5)%	$	46,233		$	46,682		(1.0)%
Percent of total segment revenue	22.6		%	22.8		%		21.6		%	21.2		%
Digital revenue, excluding movements in foreign exchange rates	$	23,733		$	29,894		(20.6)%	$	46,445		$	46,682		(0.5)%

(1)Digital revenue related to businesses that have been sold was $3.3 million and $10.1 million during the three months ended June 30, 2023 and 2022, respectively, and $10.9 million and $16.4 million during the six months ended June 30, 2023 and 2022, respectively.

Europe-South Direct Operating Expenses

Europe-South direct operating expenses decreased $6.9 million, or 7.9%, during the three months ended June 30, 2023 compared to the same period of 2022. Excluding the $1.8 million impact of movements in foreign exchange rates, Europe-South direct operating expenses decreased $8.7 million, or 10.0%, driven by a decrease of $16.5 million resulting from the sales of our former businesses in Switzerland and Italy. This was partially offset by higher direct operating expenses in France and Spain driven by higher site lease expense mainly related to new contracts.

Europe-South direct operating expenses remained flat during the six months ended June 30, 2023 compared to the same period of 2022. Excluding the $1.9 million impact of movements in foreign exchange rates, Europe-South direct operating expenses increased $1.9 million, or 1.1%. A decrease of $13.8 million resulting from the sales of our former businesses in Switzerland and Italy was more than offset by higher direct operating expenses in France and Spain driven by higher site lease expense mainly related to new contracts.

Table of Contents

The following table provides information about Europe-South site lease expense:


(In thousands)	Three Months Ended June 30,				%	Six Months Ended June 30,				%
	2023		2022		Change	2023		2022		Change
Site lease expense(1)	$	46,147	$	52,231	(11.6)%	$	102,099	$	103,516	(1.4)%
Site lease expense, excluding movements in foreign exchange rates	45,118		52,231		(13.6)%	103,179		103,516		(0.3)%

(1)Site lease expense related to businesses that have been sold was $2.0 million and $13.5 million during the three months ended June 30, 2023 and 2022, respectively, and $15.3 million and $26.0 million during the six months ended June 30, 2023 and 2022, respectively.

Europe-South SG&A Expenses

Europe-South SG&A expenses decreased $4.2 million, or 15.1%, during the three months ended June 30, 2023 compared to the same period of 2022. Excluding the $0.5 million impact of movements in foreign exchange rates, Europe-South SG&A expenses decreased $4.8 million, or 16.9%, driven by a decrease of $4.9 million resulting from the sales of our former businesses in Switzerland and Italy.

Europe-South SG&A expenses decreased $1.8 million, or 3.3%, during the six months ended June 30, 2023 compared to the same period of 2022. Excluding the $0.6 million impact of movements in foreign exchange rates, Europe-South SG&A expenses decreased $1.2 million, or 2.1%, driven by a decrease of $3.6 million resulting from the sales of our former businesses in Switzerland and Italy. This was partially offset by higher SG&A expenses in France and Spain.

Other Results of Operations


(In thousands)	Three Months Ended June 30,				%	Six Months Ended June 30,				%
	2023		2022		Change	2023		2022		Change

Revenue	$	22,349	$	20,449	9.3%	$	41,428	$	39,350	5.3%
Direct operating expenses	12,375		12,432		(0.5)%	24,478		24,949		(1.9)%
SG&A expenses	6,463		6,186		4.5%	13,070		12,110		7.9%
Segment Adjusted EBITDA	3,511		1,831		91.8%	3,880		2,291		69.4%

Other revenue increased $1.9 million, or 9.3%, during the three months ended June 30, 2023 compared to the same period of 2022; excluding the $1.1 million impact of movements in foreign exchange rates, Other revenue increased ~~$2.8~~$0.8 million, or ~~19.1%~~3.8%. Other revenue increased $2.1 million, or 5.3%, during the ~~three month comparison~~six months ended June 30, 2023 compared to the same period ~~and $11.7~~of 2022; excluding the $1.6 millionimpact of movements in foreign exchange rates, Other revenue increased $0.5 million, or ~~31.8%, during the nine month comparison period driven by our continued recovery from COVID-19~~1.3%. In both periods, higher advertising revenue in Latin America and Singapore was partially offset by the termination of a public bicycle rental program in Latin America.

Other direct operating expenses ~~increased $0.4~~decreased $0.1 million, or ~~4.3%, and $2.9 million, or 11.5%~~0.5%, during the three ~~and nine~~ months ended ~~September~~June 30, ~~2022, respectively,~~2023 compared to the same ~~periods~~period of ~~2021. Excluding~~2022; excluding the $0.5 million impact of movements in foreign exchange rates, Other direct operating expenses ~~increased $0.7~~decreased $0.6 million, or ~~8.1%~~4.6%. Other direct operating expenses decreased $0.5 million, or 1.9%, during the ~~three month comparison~~six months ended June 30, 2023 compared to the same period ~~and $3.6~~of 2022; excluding the $0.8 million impact of movements in foreign exchange rates, Other direct operating expenses decreased $1.2 million, or ~~13.9%, during~~5.0%. In both periods, the ~~nine month comparison period~~decrease was mainly driven by ~~higher site lease expense primarily~~lower expenses related to ~~higher revenue.~~

~~Table~~the termination of ~~Contents~~

a public bicycle rental program in Latin America.

Other SG&A expenses ~~decreased $0.2~~increased $0.3 million, or ~~3.9%, and increased $0.1 million, or 0.4%~~4.5%, during the three ~~and nine~~ months ended ~~September~~June 30, ~~2022, respectively,~~2023 compared to the same ~~periods~~period of ~~2021. Excluding~~2022; excluding the $0.2 million impact of movements in foreign exchange rates, Other SG&A expenses remained ~~flat during the three month comparison period and~~flat. Other SG&A expenses increased ~~$0.3~~$1.0 million, or ~~2.1%~~7.9%, during the ~~nine month comparison~~six months ended June 30, 2023 compared to the same period ~~due to~~of 2022; excluding the $0.4 million impact of movements in foreign exchange rates, Other SG&A expenses increased $0.5 million, or 4.5%, driven by higher employee ~~compensation.~~compensation costs.

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LIQUIDITY AND CAPITAL RESOURCES

Liquidity Analysis

Short-Term Liquidity

Our main cash requirements are for working capital used to fund the operations of the business, capital expenditures and debt service. We typically meet these requirements with cash on hand, internally-generated cash flow from operations and, if necessary, borrowings under our credit facilities. We believe that our current sources of funds will be sufficient to meet our cash requirements for at least the next ~~twelve~~12 months.

Long-Term Liquidity

Our long-term future cash requirements will depend on many factors, including the growth of our business, ~~the outcome of our restructuring plans,~~ investments in new technologies and the pursuit and outcome of strategic opportunities, including the outcome of the strategic ~~review~~reviews of our European ~~business.~~businesses. In addition, we have long-term cash requirements related to the repayment of our outstanding debt, which is scheduled to mature over the next ~~seven~~six years. We believe that our sources of funds will be adequate to meet our cash requirements in the long-term.

However, our ability to meet these cash requirements through cash from operations will depend on our future operating results and financial performance, which are subject to significant uncertainty and ~~are~~may be affected by events beyond our control, including ~~prevailing economic, financial and industry conditions, as well as~~ macro-economic events such as heightened inflation, higher interest rates, currency fluctuations and ~~currency fluctuations. These market risks are further described~~slower economic growth or recession; financial and industry conditions such as volatility in the U.S. and global banking market; and geopolitical events such as the war in Ukraine. Please refer to Item 3 of Part I of this Quarterly Report on Form ~~10-Q. Other factors that may affect~~10-Q for additional details about our future results and financial performance and, therefore, our long-term liquidity are geopolitical events such as the war in Ukraine, slower economic growth or recession and persistent challenges to the supply chain. Other than currency fluctuations, none of these events have had a material effect on our results to date.market risks. Additionally, our significant interest payment obligations reduce our financial flexibility, make us more vulnerable to changes in operating performance and economic downturns generally, and reduce our liquidity over time.

We regularly consider, and enter into discussions with our lenders and other parties related to, potential financing alternatives. In the future, we may need to obtain supplemental liquidity through additional financing from banks or other ~~lenders,~~lenders; public offerings or private placements of debt, equity or ~~equity,~~equity-linked securities; strategic relationships or other ~~arrangements,~~arrangements; or from a combination of these sources. However, there can be no assurance that financing alternatives will be available to us in sufficient amounts or on terms acceptable to us in the future due to market conditions, our financial condition, our liquidity constraints or other factors, many of which are beyond our control, and even if financing alternatives are available, ~~to us,~~ we may not find them suitable or at reasonable interest rates. In addition, the terms of our existing or future debt agreements may restrict us from securing financing on terms that are available to us at that time or at all.

If we are unable to generate sufficient cash through our operations or obtain sources of supplemental liquidity as needed, 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.

Cash Requirements

Working Capital Needs

We utilize working capital to fund the operations of our business and have certain related contractual obligations, including commitments under site leases and other non-cancelable ~~contracts and restructuring plans.~~

~~Site Lease Expense~~contracts.

One of our largest cash requirements is for site lease costs, which includes payments for land or space used by our advertising displays for both lease and non-lease contracts, including minimum guaranteed payments and revenue-sharing arrangements. During the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, we incurred site lease expense of ~~$680.6~~$481.7 million and ~~$590.1~~$454.7 million, respectively, which are included within direct operating expenses on our Consolidated Statements of Loss. In order to better align fixed site lease expenses with the reductions in revenue we experienced due to COVID-19, we successfully renegotiated contracts with landlords and municipalities ~~in both the U.S. and Europe.~~throughout our business. During the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, we reduced our site lease expense by rent abatements of ~~$39.2~~$14.2 million and ~~$78.9~~$23.2 million, respectively. As our business ~~continues to recover~~has generally recovered from the effects of COVID-19, we expect rent abatements to continue to decline in future periods.

During the ~~COVID-19 pandemic,~~six months ended June 30, 2023 and 2022, we ~~are receiving fewer rent abatements.~~made cash expenditures for our restructuring plan to reduce headcount in Europe of $3.4 million and $11.6 million, respectively, and as of June 30, 2023, there were $4.1 million of related future cash obligations remaining. Please refer to Note 10 to our Condensed Consolidated Financial Statements located in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional details.

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~~Restructuring Plans~~

~~During~~Since 2020, we have been engaging with the ~~nine months ended September 30, 2022~~SEC and ~~2021, we made cash expenditures for restructuring plans to reduce headcount~~the DOJ regarding the potential resolution of ~~$11.2 million and $12.4 million, respectively, and as of September 30, 2022, we had $10.1 million of future cash obligations~~matters related to an investigation of our ~~Europe restructuring plan.~~former indirect, non-wholly-owned subsidiary, Clear Media Limited. We have now reached an agreement in principle with the SEC, and, if a definitive order is finalized and approved by the SEC under the currently preliminary terms, we expect to pay ~~most of this balance by~~approximately $26.1 million to settle related claims. There can be no assurance that our efforts to reach a final resolution with the ~~end of~~SEC and the ~~second quarter of 2023.~~DOJ will be successful or that the preliminary terms will not change significantly. Please refer to Note 96 to our Condensed Consolidated Financial Statements located in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional details.

Capital Expenditures and Asset Acquisitions

We made the following capital expenditures during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021:~~2022:


(In thousands)	(In thousands)	Nine Months Ended September 30,				(In thousands)	Six Months Ended June 30,
		2022		2021					2023		2022
Americas		$	69,620	$	39,988
Europe		43,590		30,298
America								America	$	35,696	$	38,474
Airports								Airports	7,310		9,562
Europe-North								Europe-North	11,147		11,486
Europe-South								Europe-South	11,365		15,061
Other	Other	2,212		3,082				Other	2,957		1,293
Corporate	Corporate	8,996		9,070				Corporate	6,656		5,232
Total capital expenditures(1)		$	124,418	$	82,438
Total capital expenditures(1),(2)								Total capital expenditures(1),(2)	$	75,131	$	81,108

(1)In addition to payments that occurred during the period for capital expenditures, the Company had $14.4 million and $14.6 million of accrued capital expenditures that remained unpaid as of June 30, 2023 and 2022, respectively.

(2)Excludes asset ~~acquisitions~~acquisitions.

During the ~~nine~~six months ended ~~September~~June 30, ~~2021, we reduced or deferred capital expenditures as part of our strategy to increase our liquidity~~2023 and preserve and strengthen our financial flexibility given the adverse financial impacts and economic uncertainty resulting from COVID-19. As our operating performance has improved, we have increased our investment in our business through capital expenditures.

~~During the nine months ended September 30,~~ 2022, we completed ~~several~~certain acquisitions of out-of-home advertising assets in our ~~Americas~~America segment ~~which included permits, land, permanent easements and digital billboard structures,~~ for total cash consideration of ~~$52.0 million. During the nine months ended September 30, 2021, cash paid for~~$11.6 million and $24.3 million, respectively. These asset acquisitions ~~was $3.3 million.~~

~~As reported within the “Proceeds from disposal of assets” line on the Consolidated Statements of Cash Flows, our cash outflows for capital expenditures~~included billboard structures, land, permits and asset acquisitions in the Americas during the nine months ended September 30, 2022 were partially offset by compensation received from local governments for the condemnation and removal of billboards in certain markets.permanent easements.

Debt Service Obligations

During the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, we paid interest of ~~$217.8~~$202.7 million and ~~$264.4~~$161.3 million, ~~respectively. The decrease is primarily~~respectively, with the increase driven by ~~the payment of accrued interest due upon redemption of the CCWH Senior Notes in the first half of 2021, as well as lower~~higher interest rates on ~~the refinanced debt.~~our Term Loan Facility. We anticipate having cash interest ~~payments~~payment obligations of ~~$123.5~~$213.8 million during the remainder of the year, assuming ~~current interest rates do not change and~~ that we do not refinance or incur additional debt.

~~Additionally, during~~During each of the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, we made ~~$15.0~~$10.0 million of principal payments on the Term Loan Facility in accordance with the terms of the Senior Secured Credit Agreement and ~~expect to~~will make an additional principal ~~payment of $5.0~~payments on this debt totaling $10.0 million during the remainder of the year. Additionally, €3.75 million of principal on the state-guaranteed loan held by one of our non-guarantor European subsidiaries will become due during the second half of the year.

Please refer to Note 45 to our Condensed Consolidated Financial Statements located in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional details on our outstanding long-term debt. As of ~~September~~June 30, ~~2022,~~2023, we were in compliance with all of the covenants contained in our debt agreements.

Sources of Capital and Liquidity

Cash On Hand

As of ~~September~~June 30, ~~2022,~~2023, we had ~~$327.4~~$232.9 million of cash on our balance sheet, including ~~$114.5~~$140.9 million of cash held outside the U.S. by our ~~subsidiaries.~~subsidiaries (excludes cash held by our business in Spain, which is held for sale). Excess cash from our foreign operations may generally 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. In accordance with these restrictions, cash proceeds from the sales of our former businesses in Switzerland and Italy must be reinvested in our European businesses or otherwise used in the manner set forth in the indenture. We could presently repatriate other 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~~not result in a U.S. federal income ~~tax.~~tax liability.

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Cash Flow from Operations

~~We have historically generated positive~~During the six months ended June 30, 2023, net cash ~~flow from operations. However, we~~ used ~~net cash~~ for operating activities ~~during the periods in which we were negatively impacted by COVID-19, specifically 2021 and 2020,~~was $54.4 million as cash paid for interest ~~in these periods~~ exceeded other net cash inflows from operations. ~~We returned~~Cash paid for interest was $202.7 million, a $41.3 million increase from the same period of 2022 driven by higher interest rates, as previously described. Cash collections from customers exceeded aggregate cash payments to ~~positive~~vendors, lessors and employees, but to a lesser extent than in the prior year largely driven by higher payments for site lease and other direct operating expenses.

During the six months ended June 30, 2022, net cash ~~flows in 2022~~provided by operating activities was $19.2 million as ~~strong~~ cash collections from customers ~~driven by improvements in revenue and our continued recovery from COVID-19,~~ exceeded aggregate cash payments to vendors, lessors, employees and lenders.

•During the nine months ended September 30, 2022, net cash provided by operating activities was $114.0 million. Higher cash collections from customers more than offset increased cash payments driven by higher site lease, employee compensation and other costs. Additionally, cash paid for interest of $217.8 million was lower than interest paid during the same period of the prior year due to the refinancing of the CCWH Senior Notes, as previously described.

•~~During the nine months ended September 30, 2021, net cash used for operating activities was $154.3 million.~~ Cash paid for interest was ~~$264.4~~$161.3 million.

Dispositions

During the six months ended June 30, 2023, we received cash proceeds from the disposition of businesses and assets of $101.0 million, including proceeds, net of customary closing adjustments and cash sold, of $89.4 million and $5.1 million from the sales of our former businesses in Switzerland and Italy, respectively. Additionally, we expect to receive cash proceeds of approximately $64.3 million from the sale of our business in Spain, which ~~included accrued~~is expected to close in 2024 upon satisfaction of regulatory approval and ~~unpaid interest~~other customary closing conditions. We have entered into a hedge arrangement to mitigate exchange rate-risk related to these anticipated proceeds. We intend to use the net proceeds from these sales, after payment of ~~$34.5 million due upon redemption~~transaction-related fees and expenses, to improve liquidity and increase financial flexibility of the ~~CCWH Senior Notes. Cash collections~~business as permitted under our debt agreements.

During the six months ended June 30, 2022, we received cash proceeds from ~~customers exceeded cash payments to vendors (including site lease costs)~~the disposition of assets of $20.4 million, including compensation received from local governments for the condemnation and removal of billboards in certain markets in our employees; however, collections earlier in the period lagged primarily due to COVID-19’s impact on fourth quarter 2020 and first quarter 2021 sales. Additionally, cash payments during the period included the payment of site lease costs that were deferred from 2020.America segment.

Credit Facilities

We have access to a Revolving Credit Facility and Receivables-Based Credit Facility, both of which include sub-facilities for letters of credit and short-term ~~borrowings~~borrowings. In June 2023, we amended the Senior Secured Credit Agreement and ~~are scheduled~~Receivables-Based Credit Agreement to, ~~mature on~~among other things, extend the maturity date of each of these credit facilities to August 23, ~~2024. The~~2026 in the amounts set forth below. These amendments also resulted in changes to the borrowing limit for each of these facilities, as reflected in the table below, which presents our borrowings and excess availability under ~~our~~these credit facilities as of ~~September~~June 30, ~~2022:~~2023:


(in millions)	(in millions)	Revolving Credit Facility		Receivables-Based Credit Facility		Total Credit Facilities		(in millions)	Revolving Credit Facility		Receivables-Based Credit Facility		Total Credit Facilities
Borrowing limit(1)	Borrowing limit(1)	$	175.0	$	125.0	$	300.0	Borrowing limit(1)	$	150.0	$	159.4	$	309.4
Borrowings outstanding	Borrowings outstanding	—		—		—		Borrowings outstanding	—		—		—
Letters of credit outstanding	Letters of credit outstanding	43.2		41.5		84.7		Letters of credit outstanding	43.2		43.1		86.3
Excess availability(2)	Excess availability(2)	$	131.8	$	83.5	$	215.3	Excess availability(2)	$	106.8	$	116.2	$	223.1

(1)In June 2023, amendments to the Senior Secured Credit Agreement and Receivables-Based Credit Agreement resulted in changes to the borrowing limit for the Revolving Credit Facility and Receivables-Based Credit Facility. The borrowing limit of the Revolving Credit Facility was reduced from $175.0 million to $150.0 million, with the full $150.0 million of commitments available through August 23, 2024 and $115.8 million available through August 23, 2026. The maximum borrowing limit of the Receivables-Based Credit Facility was increased from $125.0 million to $175.0 million. The borrowing limit of the Receivables-Based Credit Facility is equal to the lesser of ~~$125.0~~$175.0 million and the borrowing base, which is calculated based on our accounts receivable balance each period in accordance with our Receivables-Based Credit Agreement.

~~Debt Activity~~

~~In February 2021, we issued $1.0 billion aggregate principal amount of CCOH 7.75% Senior Notes~~ (2)Due ~~2028 and, in March 2021, used~~to rounding, the ~~net proceeds therefrom to redeem $940.0 million~~total may not equal the difference of the ~~CCWH~~ line items in the table above.

Senior Notes at 104.625% of their principal amount. In June 2021, we issued $1.05 billion aggregate principal amount of CCOH 7.5% Senior Notes Due 2029 and used the net proceeds therefrom to redeem the remaining outstanding $961.5 million of CCWH Senior Notes, also at 104.625% of their principal amount. Additionally in June 2021, a non-guarantor European subsidiary borrowed €30.0 million through a state-guaranteed loan program established in response to COVID-19.

We did not enter into any significant debt transactions during the nine months ended September 30, 2022. In April 2022, as permitted under the terms of the loan agreement, we elected to extend the maturity date of the €30.0 million European state-guaranteed loan to June 29, 2027, with quarterly principal repayments of €1.875 million due beginning in September 2023. The annual interest rate on this loan for periods after June 2022 is 0.7% (with no interest due prior thereto), and the annual cost of the state guarantee is 1.0% of the outstanding loan amount through June 29, 2024 and 2.0% of the outstanding loan amount for the remainder of the loan term.

~~Debt Covenants~~Secured Credit Agreement Financial Covenant

The Senior Secured Credit Agreement contains a springing financial covenant, applicable solely to the Revolving Credit Facility if ~~the~~its balance ~~of the Revolving Credit Facility~~ is greater than $0 and undrawn letters of credit exceed $10 million, that requires compliance with a first lien leverage ratio of 7.10 to ~~1.00, a step-down that commenced on September 30, 2022.~~1.00. Our first lien leverage ratio, which is calculated by dividing first lien debt by EBITDA (as defined by the Senior Secured Credit Agreement) for the preceding four quarters, was ~~4.98~~5.52 to 1.00 as of ~~September~~June 30, ~~2022.~~2023. First lien debt and EBITDA are presented herein because they are material components of the calculation of the first lien leverage ratio.

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First Lien Debt

The following table presents a calculation of our first lien debt as of ~~September~~June 30, ~~2022:~~2023:


(In millions)	~~September~~June 30, ~~2022~~2023
Term Loan Facility	$	~~1,940.0~~1,925.0
Revolving Credit Facility	—
Receivables-Based Credit Facility	—
Clear Channel Outdoor Holdings 5.125% Senior Secured Notes Due 2027	1,250.0
Other debt	~~3.4~~4.4
Less: Cash and cash equivalents(1)	~~(327.4)~~(233.2)
First lien debt~~(1)~~(2)	$	~~2,865.9~~2,946.2

(1)Includes cash and cash equivalents of our business in Spain, which is held for sale on the Consolidated Balance Sheet at June 30, 2023. Please refer to Note 2 to our Condensed Consolidated Financial Statements located in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional details.

(2)Due to rounding, the total may not equal the sum of the line items in the table above.

EBITDA

As required by the definition of “EBITDA” in the Senior Secured Credit Agreement, our EBITDA for the preceding four quarters of ~~$575.0~~$533.3 million is calculated as operating income (loss) before depreciation and amortization, impairment charges and share-based ~~compensation,~~compensation; further adjusted for unusual or nonrecurring gains, losses, charges or expenses and any charges, expenses or reserves in respect of any restructuring, relocation, redundancy or severance expense or one-time compensation ~~charges~~charges; and various other ~~items.~~items, including adjustments related to sold businesses.

The following table ~~reflects a reconciliation of~~reconciles EBITDA to operating income and net cash provided by operating activities for the four quarters ended ~~September~~June 30, ~~2022:~~2023:


	Four Quarters Ended
(In millions)	~~September~~June 30, ~~2022~~2023
EBITDA (as defined by the Senior Secured Credit Agreement)	$	~~575.0~~533.3
Depreciation and amortization, impairment charges and share-based compensation	~~(286.6)~~(314.5)
~~Charges,~~Unusual or nonrecurring gain, loss, charge or expense and any charges, expenses or reserves in respect of any restructuring, relocation, redundancy or severance expense or one-time compensation charges(1)	~~(7.9)~~(25.4)
Other items(2)	~~(5.5)~~91.6
Operating income~~(1)~~(3)	~~275.0~~285.0
Interest expense, net; other ~~expense,~~income, net and income tax ~~expense~~benefit	~~(403.3)~~(296.3)
Adjustments to reconcile consolidated net loss to net cash provided by operating activities:
Reconciling items for non-cash and non-operating activity~~(2)~~(4)	~~685.1~~439.4
Changes in operating assets and liabilities	~~(422.0)~~(361.7)
Net cash provided by operating activities~~(1)~~(3)	$	~~134.8~~66.4

(1)Includes accrual for estimated legal liability for the potential resolution of matters related to the investigation of the Company’s former indirect, non-wholly owned subsidiary, Clear Media Limited.

(2)Includes gains on the sales of our former businesses in Switzerland and Italy of $96.4 million and $11.2 million, respectively.

(3)Due to rounding, the total may not equal the sum of the line items in the table above.

~~(2)~~(4)Includes depreciation, amortization and impairment charges; non-cash operating lease expense; deferred taxes; share-based compensation; amortization of deferred financing charges and note discounts; credit loss expense; net gain on ~~disposal~~disposition of businesses and/or operating ~~and other assets, net;~~assets; foreign exchange transaction ~~loss~~gain and other reconciling items.

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CRITICAL ACCOUNTING ESTIMATES

The preparation of our financial statements in conformity with ~~GAAP~~U.S. generally accepted accounting principles requires Company 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. There have been no material changes to the critical accounting estimates, management's judgments and assumptions, and effects if actual results differ from these assumptions that were disclosed in ~~Part II,~~ Item 7 ~~“Management’s Discussion and Analysis of Financial Condition and Results of Operations”~~ of our 2022 Annual Report on Form ~~10-K for the year ended December 31, 2021, except that the critical accounting estimate set forth under, “Annual Impairment Tests” is updated as follows:~~

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~~Annual Impairment Tests~~

We perform impairment tests on 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 second quarter of 2022, we performed an impairment test on certain of our indefinite-lived billboard permits due to rising interest rates and inflation, resulting in an impairment charge of $21.8 million. Additionally, we performed our annual impairment tests on indefinite-lived intangible assets and goodwill as of July 1, 2022, which resulted in an impairment charge of $0.9 million on our permanent easements. As of September 30, 2022, there were no indicators of impairment.

Management’s judgements and assumptions used in our impairment tests are detailed below. The assumptions used to perform our impairment tests 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 and reporting units, it is possible that a material change could occur. If future results are not consistent with our assumptions and estimates, or if the current macroeconomic situation worsens, we may be exposed to additional impairment charges in the future.

~~Indefinite-lived Intangible Assets~~

We review our indefinite-lived intangible assets for possible impairment using the direct valuation method as prescribed in ASC 805-20-S99. 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, and we engage a third-party valuation firm to assist with the development of our assumptions used to determine the fair value of our indefinite-lived intangible assets.

~~In determining the fair value of our billboard permits as of July 1, 2022, 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 6.1% was assumed from year two to year four;

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

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

•~~The operating industry average margin was assumed to be 39%; and~~

•~~The assumed discount rate was 11.5%.~~

The following table shows the decrease in the fair value of our billboard permits that would have resulted 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 the impairment testing date:

(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 July 1, 2022(1)
$ (375,000) $ (101,500) $ (383,200)

~~(1)~~ ~~The change in each assumption as of July 1, 2022 would have resulted in impairment charges of $48.4 million, $29.5 million and $48.9 million, respectively.~~

~~Goodwill~~

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. Assessing the recoverability of goodwill requires us to make estimates and assumptions about sales, operating margins, growth rates and discount rates based on our budgets, business plans, economic projections, anticipated future cash flows and marketplace data.

We performed our annual impairment test as of July 1, 2022 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 four-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~~

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•~~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 11.0% to 12.0%.~~

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 following table shows the decrease in the fair value of each of our reporting units with goodwill that would have resulted 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, 2022:

(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 $ (610,000) $ (160,000) $ (510,000)
Europe (120,000) (110,000) (80,000)

~~(1)~~ ~~Changes to our assumptions by these amounts would not have resulted 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, please 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.~~10-K.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This report contains various forward-looking statements that represent our expectations or beliefs concerning future events, including, without limitation, our ~~future operating~~guidance, outlook, long-term forecast, goals or targets; our business plans and ~~financial performance,~~strategies; our expectations about the ~~impact~~timing, closing, satisfaction of ~~macro-economic~~closing conditions, use of proceeds and ~~other events on~~benefits of the sales of our ~~results,~~European businesses as well as expectations about certain markets and strategic review processes; industry and market trends; and our ~~ability to fund our operations in the short- and long-term and the availability of capital and the terms thereof.~~liquidity. 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: ~~risks associated with weak~~the delay or ~~uncertain global economic~~failure to satisfy the conditions ~~and their impact on~~to divest any of our European businesses; the level of expenditures on advertising; heightened levels of economic inflation and rising interest rates; fluctuations in operating costs; supply chain shortages; our ability to achieve expected financial results and growth targets; geopolitical events, such as the war in Ukraine and the associated global effects thereof; the continued impact of the ~~COVID-19 pandemic on~~continued strategic reviews of our ~~operations~~other European businesses and ~~on general~~assets, including failure to realize their benefits; our inability to complete any other transactions with respect to our other European businesses and improve our portfolio; the difficulty, cost and time required to implement our strategy, including optimizing our portfolio, and the fact that we may not realize the anticipated benefits therefrom; continued economic ~~conditions;~~uncertainty, an economic slowdown or a recession; financial and industry conditions such as volatility in the U.S. and global banking market; our ability to service our debt obligations and to fund our operations, business strategy and capital expenditures; the impact of our substantial indebtedness, including the effect of our leverage on our financial position and earnings; ~~industry conditions, including competition;~~ our ability to obtain and renew key contracts with municipalities, transit authorities and private landlords; competition; technological changes and innovations; ~~shifts in population and other demographics; changes in labor conditions and management;~~ regulations and consumer concerns regarding privacy and data protection; a breach of our information security ~~systems and~~ measures; legislative or regulatory requirements; restrictions on out-of-home advertising of certain products; ~~the impact of the continued strategic review of our European business~~environmental, health, safety and ~~assets, including a possible sale of all or a part thereof; our ability to execute restructuring plans;~~land use laws and regulations, as well as various actual and proposed environmental, social and governance policies and regulations; 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; the risk that indemnities from iHeartMedia, Inc. will not be sufficient to insure us against the full amount of certain liabilities; risks of doing business in foreign ~~countries;~~countries, including the impact of geopolitical events, such as the war in Ukraine; fluctuations in exchange rates and currency values; ~~the~~ volatility of our stock price; the impacts on our stock price as a result of future sales of common stock, or the perception thereof, and dilution resulting from additional capital raised through the sale of common stock or other equity-linked instruments; 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; 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; ~~the phasing out of LIBOR;~~ our dependence on our management team and other key individuals; continued scrutiny and changing expectations from investors, lenders, customers, government regulators and other stakeholders; and certain other factors set forth in our other filings with the SEC.

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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, which are generally interrelated.

In early 2022, worldwide inflation began to increase as a result of various factors, including COVID-19-related fiscal and monetary stimulus, supply chain shortages and, more recently, the war in Ukraine. In response to heightened levels of inflation, central banks, including the U.S. Federal Reserve and the European Central Bank, have increased interest rates. Governments may continue to increase interest rates to combat inflation. Additionally, the U.S. dollar has significantly strengthened against certain foreign currencies and could continue to strengthen as the Federal Reserve further raises the federal funds rate, resulting in downstream impacts to global exchange rates.

During the nine months ended September 30, 2022, rising interest rates and inflation have resulted in impairment charges of $21.8 million on certain of our indefinite-lived billboard permits and $0.9 million on permanent easements in our Americas segment. Although there were no indicators of impairment as of September 30, 2022, continued increases in interest rates and heightened inflation may result in additional impairment charges or have other adverse effects on our results of operations, as further described below.

Foreign Currency Exchange Rate Risk

We have operations in America, Europe, Singapore and Latin America. Foreign operations are measured in their local currencies, and as a result, our financial results are affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which we have operations. ~~The~~

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•During the three and six months ended June 30, 2023, fluctuations in foreign currency exchange rates resulted in net negative impacts of $0.2 million and $0.8 million, respectively, to reported Segment Adjusted EBITDA for our Europe-North segment, primarily driven by the strengthening of the U.S. dollar against the ~~local currencies of many of our foreign operations, most notably~~Swedish Krona and, in the six-month period, the British pound ~~sterling~~sterling.

•During the three and ~~Euro, negatively impacted our~~six months ended June 30, 2023, fluctuations in foreign currency exchange rates resulted in net positive impacts of $0.1 million and $0.9 million, respectively, to reported ~~Europe~~ Segment Adjusted EBITDA for our Europe-South segment, primarily driven by ~~$2.9 million and $7.5 million during~~fluctuations of the U.S. dollar against the Euro.

During the three ~~and nine~~ months ended ~~September~~June 30, ~~2022, respectively.~~

~~Our Europe segment~~2023, our Europe-North and Europe-South segments reported Segment Adjusted EBITDA of ~~$15.1~~$26.2 million and ~~$45.9~~$2.4 million, ~~for the three and nine months ended September 30, 2022,~~ respectively. We estimate that ~~an additional~~a 10% increase in the value of the U.S. dollar relative to foreign currencies would have decreased ~~our Europe~~ Segment Adjusted EBITDA for ~~the three~~our Europe-North and ~~nine months ended September 30, 2022~~Europe-South segments by ~~$1.5~~$2.6 million and ~~$4.6~~$0.2 million, respectively, ~~and~~while a 10% decrease in the value of the U.S. dollar relative to foreign currencies would have increased ~~our Europe~~ Segment Adjusted EBITDA by corresponding amounts. ~~This analysis does~~

During the six months ended June 30, 2023, our Europe-North and Europe-South segments reported Segment Adjusted EBITDA of $33.4 million and $(9.9) million, respectively. We estimate that a 10% increase in the value of the U.S. dollar relative to foreign currencies would have decreased Segment Adjusted EBITDA for our Europe-North segment by $3.3 million and increased Segment Adjusted EBITDA for our Europe-South segment by $1.0 million, while a 10% decrease in the value of the U.S. dollar relative to foreign currencies would have increased Segment Adjusted EBITDA for our Europe-North segment and decreased Segment Adjusted EBITDA for our Europe-South segment by corresponding amounts.

These analyses do 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 such foreign countries or on the results of operations of these foreign entities. ~~Changes~~

In May 2023, we purchased a foreign currency exchange option to sell Euros and purchase U.S. Dollars to hedge the anticipated proceeds from the sale of our business in ~~economic or political conditions~~Spain, which is expected to close 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.~~2024.

Interest Rate Risk

~~A portion~~As of June 30, 2023, approximately 34% of our aggregate principal amount of long-term debt ~~bears~~bore interest at variable rates, and as a result, our financial results are affected by changes in interest ~~rates. As~~rates, primarily the Federal Funds Rate and SOFR. In connection with the phasing-out of LIBOR at the end of June 2023, we amended our Term Loan Facility in February 2023 and our Revolving Credit Facility and Receivables-Based Credit Facility in June 2023 to replace the LIBOR reference rate with SOFR plus a credit spread adjustment for new borrowings or the continuation of existing borrowings. We do not expect the replacement of LIBOR to result in a material impact to our financial results.

In response to heightened levels of inflation, central banks raised interest rates ~~have continued to rise this year, we have seen~~significantly in 2022. The U.S. Federal Reserve further raised rates in the first half of 2023, resulting in an increase in our weighted average cost of debt from ~~5.6%~~7.1% at December 31, ~~2021~~2022 to ~~6.5%~~7.4% at ~~September~~June 30, ~~2022.~~

As2023. Governments may continue to increase interest rates to combat inflation, although the pace of ~~September 30, 2022, approximately 34% of our aggregate principal amount of long-term debt bore~~ interest ~~at floating rates.~~rate increases is expected to slow as inflation continues to decline. Assuming the current level of borrowings and a 100 basis point ~~increase~~increases in LIBOR and SOFR, it is estimated that our interest expense for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 would have increased by ~~$5.0~~$4.9 million and ~~$14.8~~$9.7 million, respectively. If further increases in interest rates materially affect interest expense, Company 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.

In connection with the phasing-out of LIBOR, we will continue to work with the administrative agents under our credit agreements to agree on replacement rates. At this time, we do not expect the replacement of LIBOR to result in a material impact to our financial statements.

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Inflation Risk

Inflation is a factor in the economies in which we do business, and we continue to seek ways to mitigate its ~~effects. Current~~effect. In 2022, there was a worldwide surge in inflation. While inflation rates have slowed in the first half of 2023, global inflation remains high. These heightened levels of global inflation ~~may result in higher costs and decreased margins and earnings. Inflation has~~have affected our ~~performance~~results, particularly in ~~2022, resulting in~~our Europe segments, due to higher costs for ~~wages, salaries,~~electricity, labor, rent, materials and equipment. Although the exact impact of inflation on our margins and earnings is indeterminable, we believe we have partially offset ~~these~~ higher costs by increasing the effective advertising rates for most of our out-of-home display ~~faces, and to date, we have not suffered material impacts from the heightened levels~~faces.

Table of ~~inflation experienced at a global level. In addition, our site leases, which are long-term in nature, are less impacted by short-term swings in inflation.~~Contents

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 Company management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), 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 CEO and CFO, 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 CEO and CFO concluded that our disclosure controls and procedures were effective as of ~~September~~June 30, ~~2022~~2023 at the reasonable assurance level.

There were no changes in our internal control over financial reporting that occurred during the quarter ended ~~September~~June 30, ~~2022~~2023 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, please refer to Note 56 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 previously disclosed ~~under Part I,~~in Item 1A ~~“Risk Factors” in~~of our 2022 Annual Report on Form ~~10-K for the year ended December 31, 2021.~~10-K.

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

Issuer Purchases of Equity Securities

The following table sets forth our purchases of shares of our common stock made during the quarter ended ~~September~~June 30, ~~2022:~~2023:

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 — — —
August 1 through August 31 — — —
September 1 through September 30 352,763 $ 1.92 — —
Total 352,763 $ 1.92 — —


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
April 1 through April 30	4,325	$	1.11	—	—
May 1 through May 31	1,047,302	$	1.30	—	—
June 1 through June 30	21,147	$	1.35	—	—
Total	1,072,774	$	1.30	—	—

(1)The shares indicated consist of shares of our common stock tendered to us by employees ~~to us~~ during the three months ended ~~September~~June 30, ~~2022~~2023 to satisfy such 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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

~~None.~~Insider Trading Arrangements

During the quarter ended June 30, 2023, none of our directors or officers (as defined in Section 16 of the Securities Exchange Act of 1934, as amended), adopted or terminated a “Rule 10b5-1 trading arrangement” “or a “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408(a) and (c) of Regulation S-K).

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ITEM 6. EXHIBITS


Exhibit Number						Description
3.1						Amended Certificate of Incorporation of Clear Channel Outdoor Holdings, Inc. (incorporated by reference to Exhibit 3.1 to Clear Channel Outdoor Holdings, Inc.’s Current Report on Form 8-K filed on May 2, 2019)
3.2						Amended and Restated Bylaws of Clear Channel Outdoor Holdings, Inc. (incorporated by reference to Exhibit 3.2 to Clear Channel Outdoor Holdings, Inc.’s Current Report on Form 8-K filed on May 2, 2019)

10.1						First Amendment to Receivables-Based Credit Agreement, dated as of June 12, 2023, among Clear Channel Outdoor Holdings, Inc., the other loan parties thereto, the lenders party thereto and Deutsche Bank AG New York Branch, as Administrative Agent (including Annex A, which is a conformed copy of the Receivables-Based Credit Agreement) (incorporated by reference to Exhibit 10.1 to Clear Channel Outdoor Holdings, Inc.’s Current Report on Form 8-K filed on June 12, 2023)
10.2						Fourth Amendment to Credit Agreement, dated as of June 12, 2023, among Clear Channel Outdoor Holdings, Inc., the other loan parties thereto, the lenders party thereto and Deutsche Bank AG New York Branch, as Administrative Agent (including Annex A, which is a conformed copy of the Credit Agreement) (incorporated by reference to Exhibit 10.2 to Clear Channel Outdoor Holdings, Inc.’s Current Report on Form 8-K filed on June 12, 2023)

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.~~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.~~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.~~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.~~2002
101.INS*						XBRL Instance ~~Document.~~Document
101.SCH*						XBRL Taxonomy Extension Schema ~~Document.~~Document
101.CAL*						XBRL Taxonomy Extension Calculation Linkbase ~~Document.~~ Document
101.DEF*						XBRL Taxonomy Extension Definition Linkbase ~~Document.~~ Document
101.LAB*						XBRL Taxonomy Extension Label Linkbase ~~Document.~~Document
101.PRE*						XBRL Taxonomy Extension Presentation Linkbase ~~Document.~~Document
104						Cover Page Interactive Data File (formatted as inline XBRL).

__________________

* Filed herewith.

** Furnished herewith.

~~Table of Contents~~

Signatures

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


						CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

~~November 8, 2022~~August 7, 2023						/s/ JASON A. DILGER
						Jason A. Dilger
						Chief Accounting Officer

3739


			Page Number
Financial Statements:
Consolidated Balance Sheets			3
Consolidated Statements of Loss			4
Consolidated Statements of Comprehensive Loss			5
Consolidated Statements of Changes in Stockholders' Deficit			6
Consolidated Statements of Cash Flows			87
Condensed Notes to Consolidated Financial Statements:
Note 1. Basis of Presentation			98
Note 2. Dispositions			8
Note 3 . Segment Data			10
Note 3.4 . Revenue			1112
Note 4.5 . Long-Term Debt			13
~~Note 5. Commitments and Contingencies~~			14
Note ~~6. Income Taxes~~			156
~~Note 7. Property, Plant~~. Commitments and ~~Equipment~~			15
~~Note 8. Intangible Assets and Goodwill~~			15

~~Note 9. Cost-Savings Initiatives~~Contingencies			16
Note ~~10. Net Loss Per Share~~7 . Income Taxes			17
Note ~~11.~~8 . Property, Plant and Equipment			17
Note 9 . Intangible Assets and Goodwill			18
Note 10 . Cost-Savings Initiatives			18
Note 1 1 . Net Loss Per Share			19
Note 1 2 . Other Information			1819


	Three Months Ended September 30, 2022
	Common Shares Issued	Non-controlling Interest		Controlling Interest										Total
(In thousands, except share data)				Common Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Treasury Stock
Balances at June 30, 2022	482,887,254	$	11,289	$	4,829	$	3,533,873	$	(6,528,881)	$	(345,474)	$	(17,886)	$	(3,342,250)

Net income (loss)		977		—		—		(39,757)		—		—		(38,780)
Exercise of stock options and release of stock awards	248,308	—		2		(2)		—		—		(677)		(677)
Share-based compensation		—		—		5,290		—		—		—		5,290

Payments to noncontrolling interests		(62)		—		—		—		—		—		(62)

Other comprehensive income (loss)		(10)		—		—		—		3,679		—		3,669

Balances at September 30, 2022	483,135,562	$	12,194	$	4,831	$	3,539,161	$	(6,568,638)	$	(341,795)	$	(18,563)	$	(3,372,810)


	Nine Months Ended September 30, 2022
				Controlling Interest										Total
(In thousands, except share data)	Common Shares Issued	Non-controlling Interest		Common Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Treasury Stock
Balances at December 31, 2021	474,480,862	$	11,060	$	4,745	$	3,522,367	$	(6,373,349)	$	(350,950)	$	(7,843)	$	(3,193,970)

Net income (loss)		1,463		—		—		(195,289)		—		—		(193,826)
Exercise of stock options and release of stock awards	8,654,700	—		86		(86)		—		—		(10,720)		(10,720)
Share-based compensation		—		—		16,880		—		—		—		16,880

Payments to noncontrolling interests		(302)		—		—		—		—		—		(302)


Other comprehensive income (loss)		(27)		—		—		—		9,155		—		9,128

Balances at September 30, 2022	483,135,562	$	12,194	$	4,831	$	3,539,161	$	(6,568,638)	$	(341,795)	$	(18,563)	$	(3,372,810)


	Three Months Ended September 30, 2021
				Controlling Interest										Total
(In thousands, except share data)	Common Shares Issued	Non-controlling Interest		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)


	Nine Months Ended September 30, 2021
				Controlling Interest										Total
(In thousands, except share data)	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)


(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 July 1, 2022(1)	$	(375,000)	$	(101,500)	$	(383,200)