UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER 30, 2022~~MARCH 31, 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 3, 2022~~May 4, 2023
- - - - - - - - - - - - - - - - - - - - - - - - - -			- - - - - - - - - - - - - - - - - - - - - - - - - -
Common Stock, $0.01 par value per share			~~476,055,413~~482,843,052

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	1916
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3427
Item 4.	Controls and Procedures	3528

PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	3629
Item 1A.	Risk Factors	3629
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3629
Item 3.	Defaults Upon Senior Securities	3629
Item 4.	Mine Safety Disclosures	3629
Item 5.	Other Information	3629
Item 6.	Exhibits	3630

Signatures		3730

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)	(In thousands, except share and per share data)	September 30, 2022		December 31, 2021		(In thousands, except share and per share data)	March 31, 2023		December 31, 2022
		(Unaudited)					(Unaudited)
CURRENT ASSETS	CURRENT ASSETS					CURRENT ASSETS
Cash and cash equivalents	Cash and cash equivalents	$	327,429	$	410,767	Cash and cash equivalents	$	339,976	$	286,781

Accounts receivable, net	Accounts receivable, net	551,799		643,116		Accounts receivable, net	523,008		619,829
Prepaid expenses	Prepaid expenses	65,440		54,180		Prepaid expenses	74,072		55,371
Other current assets	Other current assets	26,481		26,458		Other current assets	31,783		27,395

Assets held for sale						Assets held for sale	—		131,540
Total Current Assets	Total Current Assets	971,149		1,134,521		Total Current Assets	968,839		1,120,916
PROPERTY, PLANT AND EQUIPMENT	PROPERTY, PLANT AND EQUIPMENT					PROPERTY, PLANT AND EQUIPMENT
Structures, net	Structures, net	549,734		622,738		Structures, net	555,423		556,312
Other property, plant and equipment, net	Other property, plant and equipment, net	205,829		204,508		Other property, plant and equipment, net	214,280		231,236
INTANGIBLE ASSETS AND GOODWILL	INTANGIBLE ASSETS AND GOODWILL					INTANGIBLE ASSETS AND GOODWILL
Indefinite-lived permits		731,932		717,666
Permits, net						Permits, net	710,665		723,061
Other intangible assets, net	Other intangible assets, net	254,235		271,448		Other intangible assets, net	249,216		251,121
Goodwill	Goodwill	673,863		698,704		Goodwill	652,173		650,643
OTHER ASSETS	OTHER ASSETS					OTHER ASSETS
Operating lease right-of-use assets	Operating lease right-of-use assets	1,522,135		1,567,468		Operating lease right-of-use assets	1,522,402		1,479,634
Other assets	Other assets	78,090		82,302		Other assets	75,925		73,088
Total Assets	Total Assets	$	4,986,967	$	5,299,355	Total Assets	$	4,948,923	$	5,086,011
CURRENT LIABILITIES	CURRENT LIABILITIES					CURRENT LIABILITIES
Accounts payable	Accounts payable	$	76,548	$	108,567	Accounts payable	$	86,469	$	101,621
Accrued expenses	Accrued expenses	454,211		523,364		Accrued expenses	441,950		488,782
Current operating lease liabilities	Current operating lease liabilities	279,864		316,692		Current operating lease liabilities	256,749		254,217
Accrued interest	Accrued interest	104,739		66,444		Accrued interest	109,762		80,133
Deferred revenue	Deferred revenue	90,928		76,712		Deferred revenue	95,204		60,408
Current portion of long-term debt	Current portion of long-term debt	21,007		21,165		Current portion of long-term debt	27,002		25,218

Liabilities held for sale						Liabilities held for sale	—		111,161
Total Current Liabilities	Total Current Liabilities	1,027,297		1,112,944		Total Current Liabilities	1,017,136		1,121,540
NON-CURRENT LIABILITIES	NON-CURRENT LIABILITIES					NON-CURRENT LIABILITIES
Long-term debt	Long-term debt	5,571,175		5,583,788		Long-term debt	5,564,940		5,568,799
Non-current operating lease liabilities	Non-current operating lease liabilities	1,299,130		1,310,917		Non-current operating lease liabilities	1,310,665		1,277,854
Deferred tax liabilities, net	Deferred tax liabilities, net	320,480		324,579		Deferred tax liabilities, net	249,051		243,668
Other long-term liabilities	Other long-term liabilities	141,695		161,097		Other long-term liabilities	140,988		136,956
Total Liabilities	Total Liabilities	8,359,777		8,493,325		Total Liabilities	8,282,780		8,348,817

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

STOCKHOLDERS’ DEFICIT	STOCKHOLDERS’ DEFICIT					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
Noncontrolling interests						Noncontrolling interests	12,452		12,864
Common stock, par value $0.01 per share: 2,350,000,000 shares authorized (491,325,901 shares issued as of March 31, 2023; 483,639,206 shares issued as of December 31, 2022)						Common stock, par value $0.01 per share: 2,350,000,000 shares authorized (491,325,901 shares issued as of March 31, 2023; 483,639,206 shares issued as of December 31, 2022)	4,913		4,836
Additional paid-in capital	Additional paid-in capital	3,539,161		3,522,367		Additional paid-in capital	3,547,471		3,543,424
Accumulated deficit	Accumulated deficit	(6,568,638)		(6,373,349)		Accumulated deficit	(6,504,865)		(6,469,953)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(341,795)		(350,950)		Accumulated other comprehensive loss	(371,733)		(335,189)
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)
Treasury stock (9,878,963 shares held as of March 31, 2023; 7,325,251 shares held as of December 31, 2022)						Treasury stock (9,878,963 shares held as of March 31, 2023; 7,325,251 shares held as of December 31, 2022)	(22,095)		(18,788)
Total Stockholders' Deficit	Total Stockholders' Deficit	(3,372,810)		(3,193,970)		Total Stockholders' Deficit	(3,333,857)		(3,262,806)
Total Liabilities and Stockholders' Deficit	Total Liabilities and Stockholders' Deficit	$	4,986,967	$	5,299,355	Total Liabilities and Stockholders' Deficit	$	4,948,923	$	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
(In thousands, except per share data)	(In thousands, except per share data)	Three Months Ended				Nine Months Ended				(In thousands, except per share data)	March 31,
		September 30,				September 30,
		2022		2021		2022		2021				2023		2022
Revenue	Revenue	$	602,907	$	596,416	$	1,771,975	$	1,498,406	Revenue		$	545,435	$	525,688
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)		344,850		321,202
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)		118,196		108,957
Corporate expenses(1)	Corporate expenses(1)	37,433		41,806		120,159		113,576		Corporate expenses(1)		34,541		43,645
Depreciation and amortization	Depreciation and amortization	57,846		65,600		178,830		190,019		Depreciation and amortization		72,963		60,407
Impairment charges		871		—		22,676		118,950

Other operating expense (income), net		3,764		(2,422)		220		(4,045)

Other operating income, net										Other operating income, net		(91,276)		(4,911)

Operating income (loss)	Operating income (loss)	60,997		48,567		128,316		(162,908)		Operating income (loss)		66,161		(3,612)
Interest expense, net	Interest expense, net	(92,878)		(84,276)		(262,270)		(267,211)		Interest expense, net		(102,753)		(82,798)
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		9,004		(5,999)
Loss before income taxes	Loss before income taxes	(59,738)		(47,682)		(194,045)		(534,664)		Loss before income taxes		(27,588)		(92,409)
Income tax benefit		20,958		6,894		219		36,019
Income tax benefit (expense)										Income tax benefit (expense)		(7,834)		2,680
Consolidated net loss	Consolidated net loss	(38,780)		(40,788)		(193,826)		(498,645)		Consolidated net loss		(35,422)		(89,729)
Less amount attributable to noncontrolling interest		977		43		1,463		(881)
Less amount attributable to noncontrolling interests										Less amount attributable to noncontrolling interests		(510)		139
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		$	(34,912)	$	(89,868)

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		$	(0.07)	$	(0.19)

(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)

(In thousands) Three Months Ended Nine Months Ended
September 30, September 30,
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)
Comprehensive loss (36,088) (39,955) (186,161) (513,864)
Less amount attributable to noncontrolling interest (10) (6) (27) (13)
Comprehensive loss attributable to the Company $ (36,078) $ (39,949) $ (186,134) $ (513,851)


	Three Months Ended
(In thousands)	March 31,
		2023		2022
Net loss attributable to the Company		$	(34,912)	$	(89,868)

Foreign currency translation adjustments		(3,680)		4,265



Reclassification adjustment for realized gains from cumulative translation adjustments and pension related to sale of Swiss business, included in “Other operating income, net”		(32,862)		—
Comprehensive loss		(71,454)		(85,603)
Less amount attributable to noncontrolling interests		2		(6)
Comprehensive loss attributable to the Company		$	(71,456)	$	(85,597)

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, 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 March 31, 2023
				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
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 loss		(510)		—		—		(34,912)		—		—		(35,422)
Release of stock awards and exercise of stock options	7,686,695	—		77		(77)		—		—		(3,307)		(3,307)
Share-based compensation		—		—		4,124		—		—		—		4,124
Payments from noncontrolling interests		96		—		—		—		—		—		96


Other comprehensive income (loss)		2		—		—		—		(3,682)		—		(3,680)
Disposal of Swiss business		—		—		—		—		(32,862)		—		(32,862)

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)


		Nine Months Ended September 30, 2022																Three Months Ended March 31, 2022
					Controlling Interest										Total						Controlling Interest										Total Stockholders’ Deficit
(In thousands, except share data)	(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				(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
Balances at December 31, 2021	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)	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)	Net income (loss)		1,463		—		—		(195,289)		—		—		(193,826)		Net income (loss)		139		—		—		(89,868)		—		—		(89,729)
Exercise of stock options and release of stock awards		8,654,700	—		86		(86)		—		—		(10,720)		(10,720)
Release of stock awards and exercise of stock options																	Release of stock awards and exercise of stock options	542,586	—		5		(5)		—		—		(12)		(12)
Share-based compensation	Share-based compensation		—		—		16,880		—		—		—		16,880		Share-based compensation		—		—		4,714		—		—		—		4,714
Payments to noncontrolling interests																	Payments to noncontrolling interests		(199)		—		—		—		—		—		(199)

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

Other comprehensive income (loss)	Other comprehensive income (loss)		(27)		—		—		—		9,155		—		9,128		Other comprehensive income (loss)		(6)		—		—		—		4,271		—		4,265

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)
Balances at March 31, 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)

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)	Three Months Ended March 31,
	2023		2022
Cash flows from operating activities:
Consolidated net loss	$	(35,422)	$	(89,729)
Reconciling items:
Depreciation and amortization	72,963		60,407
Non-cash operating lease expense	85,152		83,594

Deferred taxes	5,412		(1,749)
Share-based compensation	4,124		4,714
Net gain on disposal of business and operating assets	(96,749)		(11,841)
Foreign exchange transaction loss (gain)	(9,137)		6,686

Other reconciling items, net	5,894		2,773
Changes in operating assets and liabilities, net of effects of disposition:
Decrease in accounts receivable	110,532		109,948
Increase in prepaid expenses and other operating assets	(31,266)		(11,042)
Decrease in accounts payable and accrued expenses	(63,904)		(53,772)
Decrease in operating lease liabilities	(93,357)		(98,948)
Increase in accrued interest	29,711		29,106
Increase in deferred revenue	23,599		18,705
Increase in other operating liabilities	3,356		613
Net cash provided by operating activities	10,908		49,465
Cash flows from investing activities:
Capital expenditures	(38,427)		(35,809)
Asset acquisitions	(5,675)		(2,518)
Net proceeds from disposal of business and assets	93,523		19,359
Other investing activities, net	(320)		154
Net cash provided by (used for) investing activities	49,101		(18,814)
Cash flows from financing activities:



Payments on long-term debt	(5,501)		(5,542)

Taxes paid related to net share settlement of equity awards	(3,307)		(12)
Other financing activities, net	96		(199)
Net cash used for financing activities	(8,712)		(5,753)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	1,079		(2,270)
Net increase in cash, cash equivalents and restricted cash	52,376		22,628
Cash, cash equivalents and restricted cash at beginning of period	298,682		419,971
Cash, cash equivalents and restricted cash at end of period	$	351,058	$	442,599
Supplemental disclosures:
Cash paid for interest	$	72,320	$	51,575
Cash paid for income taxes, net of refunds	$	2,122	$	774

See Condensed Notes to Consolidated Financial Statements

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CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – BASIS OF PRESENTATION

Preparation of Interim Financial Statements

~~The~~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.

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

~~Use of Estimates~~28, 2023.

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.

As described in the Company’s 2022 Annual Report on Form 10-K, the Company changed segments during the ~~periods presented. Such estimates~~fourth quarter of 2022 to reflect changes in the way the business is managed and ~~assumptions affect, among other things,~~resources are allocated by the Company’s ~~goodwill, long-lived~~chief operating decision maker (“CODM”). As such, the Company has revised its segment disclosures for prior periods to conform to the current period presentation. Additionally, certain prior period amounts in the Consolidated Statement of Cash Flows have been reclassified to conform to the 2023 presentation.

Disposition

As disclosed in the Company’s 2022 Annual Report on Form 10-K, 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 ~~indefinite-lived intangible assets; operating lease right-of-use assets and operating lease liabilities; assessment~~liabilities of the ~~annual effective tax rate; valuation~~Company’s business in Switzerland were presented as held for sale on the Company’s Consolidated Balance Sheet as 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 December 31, ~~2021,~~2022.

The conditions to closing were satisfied during the ~~ICE Benchmark Administration, LIBOR’s administrator, ceased publication~~first quarter of ~~certain LIBOR rates,~~2023, and the ~~remaining USD LIBOR rates will be published through June 30,~~sale of the Company’s business in Switzerland was completed on March 31, 2023. The Company ~~will continue to work with the administrative agents~~recognized a gain on sale of its Senior Secured Credit Facilities and Receivables-Based Credit Facility to agree on replacement rates but does not expect the replacement 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 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 impact$96.4 million, recorded within “Other operating income, net” on the ~~Company’s consolidated financial statements or disclosures. The Company will continue to monitor~~Consolidated Statement of Loss for the three months ended March 31, 2023. Gross cash proceeds of $94.2 million are reflected as cash from investing activities within “Net proceeds from disposal of business and ~~assess regulatory developments during~~assets” on the ~~transition period.~~

~~Table~~Consolidated Statement of ~~Contents~~

~~ASU 2021-10~~

~~In November 2021,~~Cash Flows for the ~~FASB issued ASU 2021-10,~~ ~~Disclosures by Business Entities about Government Assistance~~, which requires disclosures that increase the transparency of certain transactions with governments. The amendments in this ASU are effective for annual periods beginning after December 15, 2021 and may be applied prospectively or retrospectively. The Company does not expect to be materially impacted by the implementation of this ASU.three months ended March 31, 2023.

NOTE 2 – 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~~ months ended ~~September 30, 2022~~March 31, 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.

(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)

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CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


(In thousands)	Three Months Ended March 31,
		2023		2022
Revenue
America		$	236,049	$	239,256
Airports		53,789		55,883
Europe-North		128,503		122,098
Europe-South		108,015		89,550
Other		19,079		18,901
Total		$	545,435	$	525,688

Capital Expenditures(1)
America		$	16,808	$	14,800
Airports		4,751		3,012
Europe-North		7,066		6,450
Europe-South		5,051		8,623
Other		1,921		1,003
Corporate		2,830		1,921
Total		$	38,427	$	35,809

Segment Adjusted EBITDA
America		$	81,365	$	100,406
Airports		6,264		9,930
Europe-North		7,172		6,974
Europe-South		(12,220)		(21,807)
Other		369		460
Total		$	82,950	$	95,963

Reconciliation of Segment Adjusted EBITDA to Consolidated Net Loss Before Income Taxes
Segment Adjusted EBITDA		$	82,950	$	95,963
Less reconciling items:
Corporate expenses(2)		34,541		43,645
Depreciation and amortization		72,963		60,407

Restructuring and other costs(3)		561		434


Other operating income, net		(91,276)		(4,911)
Interest expense, net		102,753		82,798
Other expense (income), net		(9,004)		5,999
Consolidated net loss before income taxes		$	(27,588)	$	(92,409)

(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 $18.0 million and $16.6 million of accrued capital expenditures that remained unpaid as of March 31, 2023 and 2022, respectively.

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

~~(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 3 – REVENUE

The Company generates revenue primarily from the sale of advertising space on printed and digital out-of-home advertising displays. Certain of these revenue transactions are considered leases for accounting purposes as the contracts convey to customers the right to control the use of the Company’s advertising displays for a period of time. The Company accounts for revenue from leases in accordance with ~~the lease accounting guidance under~~ Accounting Standards Codification (“ASC”) Topic ~~842. All~~842, while the 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, for the three and nine months ended September 30, 2022 and 2021:~~

(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

~~(1)Americas total revenue~~geography, for the three months ended ~~September 30, 2022~~March 31, 2023 and ~~2021~~2022:


(In thousands)	Revenue from contracts with customers		Revenue from leases		Total revenue



















Three Months Ended March 31, 2023
U.S.(1)	$	144,557	$	145,281	$	289,838


Europe(2)	219,034		17,484		236,518




Other(3)	13,413		5,666		19,079
Total	$	377,004	$	168,431	$	545,435

Three Months Ended March 31, 2022
U.S.(1)	$	147,880	$	147,259	$	295,139


Europe(2)	194,100		17,548		211,648




Other(3)	13,398		5,503		18,901
Total	$	355,378	$	170,310	$	525,688

(1)U.S. revenue, 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 of $179.3 million~~the Company’s Europe-North and ~~$87.1 million, respectively.~~Europe-South segments.

(3)Other includes the Company’s businesses in Latin America and Singapore.

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 March 31,
(In thousands)	(In thousands)	2022		2021		2022		2021		(In thousands)		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		$	480,016	$	492,706
Ending balance	Ending balance	404,082		390,053		404,082		390,053		Ending balance		392,838		390,049

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		$	32,369	$	42,016
Ending balance	Ending balance	53,326		53,916		53,326		53,916		Ending balance		54,521		56,955

~~Table~~(1)The beginning balances for the three months ended March 31, 2023 exclude accounts receivable and deferred revenue from contracts with customers that were held for sale as of ~~Contents~~December 31, 2022.

During the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively, the Company recognized ~~$44.3~~$26.0 million and $42.9 million of revenue that was included in the deferred revenue from contracts with customers balance at the beginning of the respective quarter. During the nine months ended September 30, 2022 and 2021, respectively, the Company recognized $39.6 million and $36.8$32.3 million of revenue that was included in the deferred revenue from contracts with customers balance at the beginning of the respective year.

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CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The Company’s contracts with customers generally have terms of one year or less. However, as of ~~September 30, 2022,~~March 31, 2023, the Company ~~expects~~expected to recognize ~~$88.1~~$83.6 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.

NOTE 4 – LONG-TERM DEBT

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


(In thousands)	(In thousands)	September 30, 2022		December 31, 2021		(In thousands)	March 31, 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)	$	1,930,000	$	1,935,000
Revolving Credit Facility Due 2024						Revolving Credit Facility Due 2024	—		—
Receivables-Based Credit Facility Due 2024						Receivables-Based Credit Facility Due 2024	—		—
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)~~(3)	Other debt~~(2)~~(3)	32,774		39,006		Other debt~~(2)~~(3)	36,844		36,798
Original issue discount	Original issue discount	(5,947)		(6,976)		Original issue discount	(5,242)		(5,596)
Long-term debt fees	Long-term debt fees	(49,645)		(57,077)		Long-term debt fees	(44,660)		(47,185)
Total debt	Total debt	5,592,182		5,604,953		Total debt	5,591,942		5,594,017
Less: Current portion	Less: Current portion	21,007		21,165		Less: Current portion	27,002		25,218
Total long-term debt	Total long-term debt	$	5,571,175	$	5,583,788	Total long-term debt	$	5,564,940	$	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~~$5.0 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~~three months ended March 31, 2023.

(2)On February 20, 2023, the Senior Secured Credit ~~Facilities, which consist~~Agreement was amended to establish Adjusted Term Secured Overnight Financing Rate (“SOFR”) (as defined therein) as the alternate rate of interest applicable to the Company’s Term Loan Facility ~~and~~in connection with the ~~Revolving Credit Facility.~~cessation of London Interbank Offered Rate (“LIBOR”). Please refer to the Company’s 2022 Annual Report on Form 10-K for additional details regarding this amendment.

~~(2)~~(3)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~~$32.5 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~~$4.8 billion and ~~$5.9~~$4.7 billion as of ~~September 30, 2022~~March 31, 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 30, 2022,~~March 31, 2023, the Company was in compliance with all covenants contained in its debt agreements.

Letters of Credit, Surety Bonds and Guarantees

As of ~~September 30, 2022,~~March 31, 2023, the Company had $43.2 million of letters of credit outstanding under its Revolving Credit Facility, resulting in $131.8 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~~$73.5 million of excess availability. Additionally, as of ~~September 30, 2022,~~March 31, 2023, the Company had ~~$82.5~~$86.0 million and ~~$26.4~~$32.1 million of surety bonds and bank guarantees outstanding, respectively, a portion of which was supported by ~~$8.3~~$9.0 million of cash collateral. These letters of credit, surety bonds and bank guarantees relate to various operational matters, including insurance, bid, concession and performance bonds, as well as other items.

1311

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CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 5 – COMMITMENTS AND CONTINGENCIES

Legal Proceedings

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

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

China Investigation

Two former employees of Clear Media Limited (“Clear Media”), a former indirect, non-wholly-owned subsidiary of the Company, have been convicted in China of certain crimes, including the crime of misappropriation of Clear Media funds, and sentenced to imprisonment. 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~~continues to ~~provide documents, interviews and information to~~cooperate with these agencies. Subsequent to the announcement that the Company was considering a strategic review of its stake in Clear Media, in March 2020, ~~Clear Channel Outdoor Holdings, Inc.~~the Company received a subpoena from the staff of the SEC and a Grand Jury subpoena from the U.S. Attorney's Office for the Eastern District of New York, both in connection with the previously disclosed investigations. On April 28, 2020, the Company tendered the shares representing its 50.91% stake in Clear Media to Ever Harmonic Global Limited, ~~(“Ever Harmonic”),~~ a special-purpose vehicle wholly-owned by a consortium of investors, which includes the chief executive officer and an executive director of Clear Media, and on May 14, 2020, the Company received the final proceeds of the sale. In connection with the sale of its shares in Clear Media, the Company entered into an Investigation and Litigation Support Agreement with Clear Media and Ever Harmonic that 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.

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 with these agencies to engage in discussions about potential resolution of these matters, including potential settlement. Based on the discussions to date, the Company recorded an estimated liability during the first quarter of 2022 to account for a potential resolution of these matters. However, at this time, the Company cannot predict the eventual scope, duration or outcome of these discussions, including whether a settlement will be reached, the amount of any potential monetary payments or the scope 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.

~~Table of Contents~~

NOTE 6 – INCOME TAXES

Income Tax Benefit (Expense)

The Company’s income tax benefit (expense) for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ consisted of the following components:


(In thousands)	(In thousands)	Three Months Ended September 30,				Nine Months Ended September 30,				(In thousands)	Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
Current tax benefit (expense)	Current tax benefit (expense)	$	(1,438)	$	4,713	$	(4,458)	$	5,734	Current tax benefit (expense)		$	(2,422)	$	931
Deferred tax benefit		22,396		2,181		4,677		30,285
Income tax benefit		$	20,958	$	6,894	$	219	$	36,019
Deferred tax benefit (expense)										Deferred tax benefit (expense)		(5,412)		1,749
Income tax benefit (expense)										Income tax benefit (expense)		$	(7,834)	$	2,680

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CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The effective tax rates for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022 were ~~35.1%~~(28.4)% and ~~0.1%~~2.9%, ~~respectively, compared to 14.5% and 6.7% for the three and nine months ended September 30, 2021,~~ respectively. These rates were primarily impacted by the valuation allowance recorded against current period deferred tax assets resulting from losses and interest expense carryforwards in the U.S. and certain foreign jurisdictions due to uncertainty regarding the Company’s ability to realize those assets in future periods. The effective tax rate for the three months ended March 31, 2023 was also impacted by the sale of the Company’s business in Switzerland.

NOTE 7 – PROPERTY, PLANT AND EQUIPMENT

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

(In thousands) September 30,
2022 December 31,
2021
Structures(1)
$ 2,295,132 $ 2,356,245
Furniture and other equipment 234,939 251,084
Land, buildings and improvements(1)
148,194 146,064
Construction in progress 60,631 54,361
Property, plant and equipment, gross 2,738,896 2,807,754
Less: Accumulated depreciation (1,983,333) (1,980,508)
Property, plant and equipment, net $ 755,563 $ 827,246

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


(In thousands)	March 31, 2023		December 31, 2022
Structures	$	2,341,336	$	2,317,552
Furniture and other equipment	250,153		244,154
Land, buildings and improvements	153,014		154,439
Construction in progress	64,304		80,567
Property, plant and equipment, gross	2,808,807		2,796,712
Less: Accumulated depreciation	(2,039,104)		(2,009,164)
Property, plant and equipment, net	$	769,703	$	787,548

NOTE 8 – INTANGIBLE ASSETS AND GOODWILL

Intangible Assets

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


(In thousands)	(In thousands)	September 30, 2022				December 31, 2021				(In thousands)	March 31, 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)	$	742,732	$	(32,067)	$	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	422,386		(386,610)		420,838		(383,184)
Permanent easements(1)	Permanent easements(1)	160,687		—		161,079		—		Permanent easements(1)	162,759		—		160,688		—
Trademarks	Trademarks	83,569		(28,807)		83,569		(22,560)		Trademarks	83,569		(32,971)		83,569		(30,889)
Other	Other	1,152		(1,056)		1,307		(1,145)		Other	1,384		(1,301)		1,302		(1,203)
Total intangible assets	Total intangible assets	$	1,390,791	$	(404,624)	$	1,410,597	$	(421,483)	Total intangible assets	$	1,412,830	$	(452,949)	$	1,405,516	$	(431,334)

(1)During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, the Company acquired ~~$39.6 million of~~ permits and ~~$3.8~~permanent easements of $3.5 million ~~of permanent easements~~and $2.1 million, respectively, as part of asset acquisitions.

~~Table~~ The acquired permit has an amortization period of ~~Contents~~

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 Annual Report on Form 10-K.

•During the second quarter of 2022, the Company tested certain of its indefinite-lived permits for impairment due to rising interest rates and inflation, resulting in an impairment charge of $21.8 million. Additionally, the Company’s annual 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.16 years.

Goodwill

The following table presents changes in the goodwill balance for the Company’s segments with goodwill during the ~~nine~~three months ended ~~September 30, 2022:~~March 31, 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	—		—		1,530		1,530

Balance as of September 30, 2022		$	507,819	$	166,044	$	—	$	673,863
Balance as of March 31, 2023										Balance as of March 31, 2023	$	482,937	$	24,882	$	144,354	$	652,173

(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~~

Table 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.~~Contents

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 9 – 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 March 31, 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.

As of March 31, 2023, the remaining liability related to this restructuring plan was $5.7 million. The Company expects to pay most of this balance 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~~ months ended ~~September 30, 2022 and 2021 and since the plan was initiated:~~March 31, 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)	157
Costs paid or otherwise settled	(1,745)
Foreign currency impact	90

Liability balance as of March 31, 2023	$	5,705

(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 10 – NET LOSS PER SHARE

The following table presents the computation of net loss per share for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 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 March 31,
		2022		2021		2022		2021				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		$	(34,912)	$	(89,868)
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		478,501		470,568

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		478,501		470,568
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		$	(0.07)	$	(0.19)
Diluted	Diluted	$	(0.08)	$	(0.09)	$	(0.41)	$	(1.06)	Diluted		$	(0.07)	$	(0.19)

Outstanding equity awards of ~~24.2~~19.2 million and ~~27.9~~27.6 million ~~shares~~ for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021, respectively, and 25.2 million and 25.5 million for the nine months ended September 30, 2022 and 2021,~~ 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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CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 11 — OTHER INFORMATION

Reconciliation of Cash, Cash Equivalents and Restricted Cash

The following table reconciles cash and cash equivalents reported in the Consolidated Balance Sheets to 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)	March 31, 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	$	339,976	$	286,781
Cash and cash equivalents included in Assets held for sale						Cash and cash equivalents included in Assets held for sale	—		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	2,764		2,763

Assets held for sale						Assets held for sale	—		512
Other assets	Other assets	8,196		7,519		Other assets	8,318		8,057
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	$	351,058	$	298,682

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)	March 31, 2023		December 31, 2022
Accounts receivable	Accounts receivable	$	573,139	$	666,888	Accounts receivable	$	547,582	$	642,390
Less: Allowance for credit losses	Less: Allowance for credit losses	(21,340)		(23,772)		Less: Allowance for credit losses	(24,574)		(22,561)
Accounts receivable, net	Accounts receivable, net	$	551,799	$	643,116	Accounts receivable, net	$	523,008	$	619,829

Credit loss expense ~~(reversal)~~ related to accounts receivable was ~~$2.5~~$2.7 million and ~~$(0.3)~~$0.3 million during the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021, respectively, and $3.3 million and $(3.4) million during the nine months ended September 30, 2022 and 2021,~~ respectively.

~~Other Comprehensive Income (Loss)~~

There were no significant changes in deferred income tax liabilities resulting from adjustments to other comprehensive income (loss) during the three and nine months ended September 30, 2022 and 2021. The increase was driven by specific reserves for certain customers.

Share-Based Compensation

On May ~~4, 2022,~~2, 2023, the Compensation Committee of the Company’s Board of Directors 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 Comprehensive Income (Loss)

There were no significant changes in deferred income tax liabilities resulting from adjustments to other comprehensive income (loss) during the three months ended March 31, 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 we own or operate in key markets worldwide. We have two reportable business segments, which we believe reflect how the Company is currently managed: Americas, which consists of operations primarily in the U.S., and Europe, which consists of operations in Europe and Singapore. Our remaining operating segment of Latin America does not meet the quantitative threshold to qualify as a reportable segment and is disclosed as “Other” herein. Each segment provides out-of-home advertising services in its respective geographic regionworldwide using various digital and traditional display types. Effective December 31, 2022, we have four reportable business segments: America, which consists of our U.S. operations excluding airports; Airports, which includes revenue from U.S. and Caribbean airports; Europe-North, which consists of operations in the United Kingdom (the “U.K.”), the Nordics and several other countries throughout northern and central Europe; and Europe-South, which consists of operations in France, Switzerland (prior to its sale on March 31, 2023), Spain and Italy. Our remaining operations in Latin America and Singapore are disclosed as “Other.” We have conformed the segment disclosures for the prior period in this MD&A and throughout this Quarterly Report on Form 10-Q to the current period presentation.

~~In December 2021,~~Macroeconomic Trends and Seasonality

As described in our ~~Board~~2022 Annual Report on Form 10-K, global inflation increased in 2022, and in response, central banks, including the U.S. Federal Reserve, raised interest rates significantly, resulting in an increase in our weighted average cost of ~~Directors authorized a review~~debt. Interest rates have continued to rise in the first quarter of ~~strategic alternatives~~2023, and while inflation rates have slowed, global inflation remains high and has impacted our results due to higher costs, particularly in Europe. We believe we have partially offset these higher costs by increasing the effective advertising rates 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). We have not set a timetable for completion of this strategic review, may suspend 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.

~~Macroeconomic Indicators, Seasonality and Recent Developments~~products.

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 international results are impacted by the economic conditions in the foreign markets in which we operate and by fluctuations in foreign currency exchange rates. ~~In early~~During 2022, ~~worldwide inflation began to increase. In response to heightened levels of inflation, central banks, including~~ the U.S. ~~Federal Reserve and the European Central Bank, have increased interest rates, resulting in an increase in our weighted average cost of debt. Additionally, the U.S.~~ dollar ~~has~~ significantly strengthened against the Euro and British pound sterling, ~~resulting~~among other European currencies, peaking in ~~an adverse~~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 ~~our Europe segment. The U.S. dollar may continue to strengthen against these~~the first quarter of 2023. While inflation, interest rates and foreign ~~currencies if the Federal Reserve further raises the federal funds rate, which may result in downstream impacts to global~~currency exchange rates may be less volatile in 2023, fluctuations in these indicators are uncertain and could result in 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, 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 of inflation experienced at a global level.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.

~~Table~~Subsequent to the filing of ~~Contents~~our 2022 Annual Report on Form 10-K on February 28, 2023, the U.S. banking market experienced increased volatility as a result of several distressed or closed banks. While we have not realized any losses as a result of this increased market volatility, we continue to monitor the situation and will take appropriate measures, as necessary, to minimize potential risk exposure to our customers’ and our cash and investment balances.

We believe the out-of-home industry has demonstrated resilience from macroeconomic events, and during the first quarter of 2023, we observed healthy demand from advertisers. However, we expect country level growth rates to vary throughout the year. During the quarter, we saw some weakness within the U.S. due to specific issues impacting certain national accounts that we do not believe are related to broader macroeconomic events.

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.

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Disposition and Strategic Reviews

As described in our ~~2021~~2022 Annual Report on Form 10-K, ~~COVID-19 had a significant adverse impact on~~we entered into an agreement in December 2022 to sell our ~~results~~business in Switzerland to Goldbach Group AG. On March 31, 2023, we completed this sale and received gross proceeds of ~~operations during~~$94.2 million.

Our reviews of strategic alternatives for our other European businesses, including the ~~first quarter~~potential disposal of 2021, and we did not experience a return to our pre-COVID-19 historical seasonal levels of revenue until the fourth quarter of 2021. To a large extent, we have experienced similar, or have exceeded, pre-COVID-19 levels of activity during the first nine months of 2022. As our operating performance has improved, we have ceased certain of our European assets, remain ongoing. However, there can be no assurance that these reviews will result in any transactions or particular outcomes. We have not set a timetable for completion of these reviews, may suspend the ~~temporary operating cost savings initiatives we implemented in response~~processes at any time and do not intend to ~~COVID-19~~make further announcements regarding these processes unless and ~~have increased~~until our ~~investment in our business through additional capital expenditures.~~Board of Directors approves a specific course of action for which further disclosure is appropriate.

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

Consolidated Results of Operations


(In thousands)	Three Months Ended March 31,			%
		2023		2022		Change
Revenue		$	545,435	$	525,688	3.8%
Operating expenses:
Direct operating expenses(1)		344,850		321,202		7.4%
Selling, general and administrative expenses(1)		118,196		108,957		8.5%
Corporate expenses(1)		34,541		43,645		(20.9)%
Depreciation and amortization		72,963		60,407		20.8%

Other operating income, net		(91,276)		(4,911)
Operating income (loss)		66,161		(3,612)
Interest expense, net		(102,753)		(82,798)

Other income (expense), net		9,004		(5,999)
Loss before income taxes		(27,588)		(92,409)
Income tax benefit (expense)		(7,834)		2,680
Consolidated net loss		(35,422)		(89,729)
Less amount attributable to noncontrolling interest		(510)		139
Net loss attributable to the Company		$	(34,912)	$	(89,868)

(1)Excludes depreciation and amortization

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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) Three Months Ended
September 30, % Nine Months Ended
September 30, %
2022 2021 Change 2022 2021 Change
Revenue $ 602,907 $ 596,416 1.1% $ 1,771,975 $ 1,498,406 18.3%
Operating expenses:
Direct operating expenses(1)
323,543 324,707 (0.4)% 976,070 914,221 6.8%
Selling, general and administrative expenses(1)
118,453 118,158 0.2% 345,704 328,593 5.2%
Corporate expenses(1)
37,433 41,806 (10.5)% 120,159 113,576 5.8%
Depreciation and amortization 57,846 65,600 (11.8)% 178,830 190,019 (5.9)%
Impairment charges 871 — 22,676 118,950
Other operating expense (income), net 3,764 (2,422) 220 (4,045)
Operating income (loss) 60,997 48,567 128,316 (162,908)
Interest expense, net (92,878) (84,276) (262,270) (267,211)
Loss on extinguishment of debt — — — (102,757)
Other expense, net (27,857) (11,973) (60,091) (1,788)
Loss before income taxes (59,738) (47,682) (194,045) (534,664)
Income tax benefit 20,958 6,894 219 36,019
Consolidated net loss (38,780) (40,788) (193,826) (498,645)
Less amount attributable to noncontrolling interest 977 43 1,463 (881)
Net loss attributable to the Company $ (39,757) $ (40,831) $ (195,289) $ (497,764)

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

~~Consolidated~~ Revenue

Consolidated revenue increased ~~$6.5~~$19.7 million, or ~~1.1%~~3.8%, during the three months ended ~~September 30, 2022~~March 31, 2023 compared to the same period of ~~2021.~~2022. Excluding the ~~$40.0~~$15.2 million impact of movements in foreign exchange rates, consolidated revenue increased ~~$46.4~~$34.9 million, or ~~7.8%. As we have continued to recover from the adverse effects of COVID-19, strong customer~~6.6%, driven by increased demand ~~particularly~~ in our ~~transit business, has resulted in revenue (excluding the impact of movements in foreign exchange rates) exceeding pre-COVID-19 levels in the Americas~~Europe-North and ~~Europe reportable~~Europe-South segments.

Consolidated revenue increased $273.6 million, or 18.3%, during the nine months ended September 30, 2022 compared to 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 markets and products, most notably transit, street furniture and billboards.

Consolidated Direct Operating Expenses

Consolidated direct operating expenses ~~decreased $1.2~~increased $23.6 million, or ~~0.4%~~7.4%, during the three months ended ~~September 30, 2022~~March 31, 2023 compared to the same period of ~~2021.~~2022. Excluding the ~~$28.3~~$12.3 million impact of movements in foreign exchange rates, consolidated direct operating expenses increased ~~$27.1~~$35.9 million, or ~~8.4%.~~

~~Consolidated direct operating expenses increased $61.8 million, or 6.8%~~11.2%, ~~during the nine months ended September 30, 2022 compared~~largely due to ~~the same period of 2021. Excluding the $62.3 million impact of movements in foreign exchange rates, consolidated direct operating expenses increased $124.2 million, or 13.6%.~~

~~These increases were primarily driven by~~ higher site lease expense ~~due to~~mainly driven by new and amended lease contracts and higher ~~revenue and lower rent abatements and governmental rent subsidies.~~revenue. We also ~~experienced~~incurred higher production, installation and ~~installation~~maintenance expenses 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.~~

~~Table of Contents~~

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) Three Months Ended
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
Restructuring and other costs(1)
$ — $ 8,087 $ 240 $ 18,066

~~(1)~~Includes severance and related costs for our restructuring plan to reduce headcount in our Europe segment of $8.0 million and $17.1 million during the three and nine months ended September 30, 2021, respectively.


(In thousands)	Three Months Ended March 31,			%
		2023		2022		Change
Site lease expense		$	240,312	$	222,164	8.2	%
Site lease expense, excluding movements in foreign exchange rates		247,601		222,164		11.4	%
Reductions of rent expense on lease and non-lease contracts from rent abatements		7,273		9,603		(24.3)	%

Restructuring and other costs		508		4

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

Consolidated SG&A expenses increased ~~$0.3~~$9.2 million, or ~~0.2%~~8.5%, during the three months ended ~~September 30, 2022~~March 31, 2023 compared to the same period of ~~2021.~~2022. Excluding the ~~$9.0~~$3.2 million impact of movements in foreign exchange rates, consolidated SG&A expenses increased ~~$9.3~~$12.5 million, or ~~7.9%.~~

~~Consolidated SG&A expenses increased $17.1 million, or 5.2%~~11.4%, 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 due to~~most notably driven by higher employee compensation costs, ~~largely driven by improvements in operating performance. Additionally,~~ higher credit loss expense ~~driven by an increase in current year revenue~~due to specific reserves for certain customers, 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.higher marketing costs.

The following table provides the restructuring and other costs included within SG&A expenses during the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 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 March 31,			%
		2023		2022		Change

Restructuring and other costs		$	53	$	430	(87.7)	%

Corporate Expenses

Corporate expenses decreased ~~$4.4~~$9.1 million, or ~~10.5%~~20.9%, during the three months ended ~~September 30, 2022~~March 31, 2023 compared to the same period of ~~2021.~~2022. Excluding the ~~$0.9 million impact of movements in foreign exchange rates, corporate expenses decreased $3.5 million, or 8.4%, primarily driven by lower restructuring and other costs and share-based compensation.~~

~~Corporate expenses increased $6.6 million, or 5.8%, during the nine months ended September 30, 2022 compared to the same period of 2021. Excluding the $1.7~~$0.8 million impact from movements in foreign exchange rates, corporate expenses ~~increased~~decreased $8.3 million, or ~~7.3%~~19.0%, ~~primarily driven by higher employee compensation costs, including share-based compensation, and higher~~due to lower restructuring and other costs largely driven by ~~an increase in~~ estimated legal ~~liabilities.~~liabilities recorded in the first quarter of 2022.

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) Three Months Ended
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
Share-based compensation expense $ 5,290 $ 5,874 $ 16,880 $ 14,331
Restructuring and other costs (reversals)(1)
(806) 1,498 9,742 8,612

~~(1)~~Includes severance and related costs (reversals) for our restructuring plan 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.


(In thousands)	Three Months Ended March 31,			%
		2023		2022		Change
Share-based compensation expense		$	4,124	$	4,714	(12.5)	%
Restructuring and other costs (reversals)		(55)		9,070		(100.6)	%

2218

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Depreciation and Amortization

Depreciation and amortization decreased during the three and nine months ended September 30, 2022 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~~increased $12.6 million, or ~~11.8%~~20.8%, during the three months ended ~~September 30, 2022~~March 31, 2023 compared to the same period of ~~2021.~~2022. Excluding the ~~$2.9~~$1.2 million impact of movements in foreign exchange rates, depreciation and amortization ~~decreased $4.9~~increased $13.8 million, or ~~7.4%~~22.8%.

•~~Depreciation and~~ The increase was 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 a $16.0 million increase in amortization ~~decreased $11.2 million, or 5.9%,~~expense during the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 compared to the same period of ~~2021. Excluding~~2022. This was partially offset by the ~~$6.5 million~~ impact of ~~movements in foreign exchange rates, depreciation and amortization decreased $4.7 million, or 2.5%.~~

~~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 months ended June 30, 2022, we recognized an impairment charge of $21.8 million on our Americas indefinite-lived permits driven by rising interest rates and inflation, resulting in total impairment charges of $22.7 million during the nine months ended September 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.other assets becoming fully depreciated.

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

Other operating ~~expense,~~income, net, of ~~$3.8~~$91.3 million during the three months ended ~~September 30, 2022~~March 31, 2023 was driven by a $96.4 million gain on the sale of our business in Switzerland, partially offset by costs related to the strategic ~~review~~reviews of our other Europe ~~segment and net losses on disposal of operating assets.~~ businesses.

Other operating income, net, of ~~$2.4~~$4.9 million during the three months ended ~~September 30, 2021~~March 31, 2022 was driven ~~by net gains on disposal of operating assets.~~

~~Other operating expense, net, was $0.2 million during the nine months ended September 30, 2022 as costs related to the strategic review of our Europe segment were largely offset~~ 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~~America segment. ~~Other operating income, net~~This was ~~$4.0 million during~~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 Europe businesses.

Interest Expense, Net

Interest expense, net, increased ~~$8.6~~$20.0 million during the three months ended ~~September 30, 2022~~March 31, 2023 compared to the same period 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 income, net, of $9.0 million and other expense, net, of ~~$27.9 million and $12.0~~$6.0 million during the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021, respectively, and $60.1 million and $1.8 million during the nine months ended September 30, 2022 and 2021,~~ respectively, primarily ~~result~~resulted from net foreign exchange gains and losses recognized in connection with intercompany notes denominated in ~~foreign currencies. As~~a currency other than the ~~US.~~functional currency, 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.~~

~~Table of Contents~~

sterling.

Income Tax Benefit (Expense)

The effective tax rates ~~were 35.1% and 14.5%~~ for the three months ended ~~September 30,~~March 31, 2023 and 2022 were (28.4)% and ~~2021, respectively, and 0.1% and 6.7% for the nine months ended September 30, 2022 and 2021,~~2.9%, respectively. These rates were primarily impacted by the valuation allowance recorded against current period deferred tax assets resulting from losses and interest expense carryforwards in the U.S. and certain foreign jurisdictions due to uncertainty regarding the Company’s ability to realize those assets in future periods. The effective tax rate for the three months ended March 31, 2023 was also impacted by the sale of the Company’s business in Switzerland.

~~Americas~~America Results of Operations


(In thousands)	(In thousands)	Three Months Ended September 30,				%	Nine Months Ended September 30,				%	(In thousands)	Three Months Ended March 31,			%
		2022		2021		Change	2022		2021		Change			2023		2022		Change
Revenue	Revenue	$	346,519	$	319,020	8.6%	$	987,790	$	802,524	23.1%	Revenue		$	236,049	$	239,256	(1.3)%
Direct operating expenses(1)	Direct operating expenses(1)	142,981		128,518		11.3%	417,129		334,491		24.7%	Direct operating expenses(1)		104,817		94,651		10.7%
SG&A expenses(1)	SG&A expenses(1)	59,144		51,824		14.1%	167,811		139,433		20.4%	SG&A expenses(1)		49,881		44,543		12.0%
Segment Adjusted EBITDA	Segment Adjusted EBITDA	144,739		139,086		4.1%	403,829		330,527		22.2%	Segment Adjusted EBITDA		81,365		100,406		(19.0)%

(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~~decreased $3.2 million, or ~~8.6%~~1.3%, during the three months ended ~~September 30, 2022~~March 31, 2023 compared to the same period of ~~2021, most notably driven~~2022. Lower revenue from print displays was partially offset by ~~airport~~higher revenue from digital displays, which increased ~~45.0% to $62.3 million as compared to $43.0 million during the same period of 2021.~~

~~Americas total digital revenue increased 16.6% during the three months ended September 30, 2022 as compared to the same period of 2021,~~3.6%, as follows:

(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%


(In thousands)	Three Months Ended March 31,						%
	2023			2022			Change
Digital revenue	$	78,018		$	75,332		3.6%
Percent of total segment revenue	33.1		%	31.5		%

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Revenue generated from national sales comprised ~~39.7%~~33.1% and ~~37.1%~~35.8% of ~~total~~America revenue for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively, while the remainder of revenue was generated from local sales.

~~Americas~~America Direct Operating Expenses

~~Americas~~America direct operating expenses increased ~~$14.5~~$10.2 million, or ~~11.3%~~10.7%, during the three months ended ~~September 30, 2022~~March 31, 2023 compared to the same period of ~~2021 largely~~2022 primarily due to higher site lease expense mainly driven by ~~higher revenue, most notably in our airports business, partially offset by higher~~new and amended lease contracts 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 and 2021:~~these drivers:


(In thousands)	(In thousands)	Three Months Ended September 30,				%	(In thousands)	Three Months Ended March 31,				%
		2022		2021		Change		2023		2022		Change
Site lease expense	Site lease expense	$	113,569	$	103,103	10.2%	Site lease expense	$	83,030	$	73,294	13.3%
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	1,204		3,667		(67.2)%

~~Americas~~America SG&A Expenses

America SG&A expenses increased ~~$7.3~~$5.3 million, or ~~14.1%~~12.0%, during the three months ended ~~September 30, 2022~~March 31, 2023 compared to the same period of ~~2021,~~2022 largely due to higher credit loss expense driven by specific reserves for certain customers and higher employee compensation costs largely driven ~~in part~~ by increased ~~headcount, and higher credit loss expense.~~headcount.

~~Table~~Airports Results of ~~Contents~~

Operations

~~Nine Months~~


(In thousands)	Three Months Ended March 31,			%
		2023		2022		Change
Revenue		$	53,789	$	55,883	(3.7)%
Direct operating expenses		39,651		38,437		3.2%
SG&A expenses		7,874		7,516		4.8%
Segment Adjusted EBITDA		6,264		9,930		(36.9)%

~~Americas~~Airports Revenue

~~Americas~~Airports revenue ~~increased $185.3~~decreased $2.1 million, or ~~23.1%~~3.7%, during the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 compared to the same period of ~~2021. Americas~~2022 driven by the timing of campaign spending in certain airports. Digital 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 million as compared to $87.1 million~~decreased 3.3% during the ~~same period of 2021, and billboards.~~

~~Americas total digital revenue increased 40.8% during the nine~~three months ended ~~September 30, 2022~~March 31, 2023 as compared to the same period of ~~2021,~~2022, as follows:

(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%


(In thousands)	Three Months Ended March 31,						%
	2023			2022			Change
Digital revenue	$	29,578		$	30,581		(3.3)%
Percent of total segment revenue	55.0		%	54.7		%

Revenue generated from national sales comprised ~~39.1%~~60.1% and ~~36.8%~~55.2% of ~~total~~Airports revenue for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively, while the remainder of revenue was generated from local sales.

~~Americas~~Airports Direct Operating Expenses

~~Americas~~Airports direct operating expenses increased ~~$82.6~~$1.2 million, or ~~24.7%~~3.2%, during the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 compared to the same period of ~~2021 primarily due to~~2022 driven by higher site lease ~~expense driven by higher revenue and lower rent abatements. We also experienced higher production and installation expenses driven by increased sales activity, as well as higher maintenance~~ expense. The following table provides additional information about certain drivers of ~~Americas~~Airports direct operating ~~expenses for the nine months ended September 30, 2022 and 2021:~~expenses:


(In thousands)	(In thousands)	Nine Months Ended September 30,				%	(In thousands)	Three Months Ended March 31,				%
		2022		2021		Change		2023		2022		Change
Site lease expense	Site lease expense	$	335,938	$	263,810	27.3%	Site lease expense	$	36,250	$	34,639	4.7%
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	5,507		4,602		19.7%

~~Americas SG&A expenses increased $28.4 million, or 20.4%, during the nine months ended September 30, 2022 compared to the same period~~

Table of 2021 largely due to higher employee compensation costs driven by improvements in operating performance and increased headcount, as well as higher credit loss expense due to an increase in current year revenue and prior year reductions in our allowance for credit losses.Contents

~~Europe~~Europe-North Results of Operations


(In thousands)	(In thousands)	Three Months Ended September 30,				%	Nine Months Ended September 30,				%	(In thousands)	Three Months Ended March 31,			%
		2022		2021		Change	2022		2021		Change			2023		2022		Change
Revenue	Revenue	$	239,197	$	262,568	(8.9)%	$	736,616	$	659,216	11.7%	Revenue		$	128,503	$	122,098	5.2%
Direct operating expenses(1)	Direct operating expenses(1)	171,060		187,080		(8.6)%	530,351		554,087		(4.3)%	Direct operating expenses(1)		96,032		90,275		6.4%
SG&A expenses(1)	SG&A expenses(1)	54,219		61,040		(11.2)%	162,604		173,936		(6.5)%	SG&A expenses(1)		25,533		25,143		1.6%
Segment Adjusted EBITDA	Segment Adjusted EBITDA	15,095		31,271		(51.7)%	45,863		(34,614)		N/A	Segment Adjusted EBITDA		7,172		6,974		2.8%

(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 $6.4 million, or ~~8.9%~~5.2%, during the three months ended ~~September 30, 2022~~March 31, 2023 compared to the same period of ~~2021.~~2022. Excluding the ~~$39.5~~$11.7 million impact of movements in foreign exchange rates, ~~Europe~~Europe-North revenue increased ~~$16.1~~$18.1 million, or ~~6.1%~~14.9%, driven by ~~continued recovery~~increased demand and growth following the lifting of COVID-19 restrictions. Higher transit and street furniture revenue drove the overall revenue growth in Europe, with revenue increasing in most countries in which we operate, most notably Sweden. These increases were partially offset by lower revenue in France, which experienced a strong rebound from COVID-19 in the prior year.

Europe digital revenue increased 4.8% during the three months ended September 30, 2022 as compared to the same period of 2021. 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 million impact of movements in foreign exchange rates, Europe direct operating expenses increased $11.9 million, or 6.4%, due to higher site lease expense driven by lower negotiated rent abatements, lower governmental rent subsidies and higher revenue. This increase was partially offset by lower costs for our restructuring plan to reduce headcount. The following table provides 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, wenew contracts. We have seen year-over-year increases in revenue across all of our products ~~most notably street furniture and transit,~~ and in ~~almost~~ all of the countries in which we operate, with the largest increases in Belgium, Sweden ~~the United Kingdom (“~~and the U.K.~~”) and France.~~

~~Table of Contents~~

~~Europe~~Europe-North digital revenue increased ~~32.3%~~5.9% during the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 as compared to the same period of ~~2021. Excluding~~2022, or 16.1% excluding the impact of movements in foreign exchange rates, ~~Europe digital revenue increased 48.0%,~~ as follows:


(In thousands)	(In thousands)	Nine Months Ended September 30,				%	(In thousands)	Three Months Ended March 31,						%
		2022		2021		Change		2023			2022			Change
Digital revenue	Digital revenue	$	285,510	$	215,752	32.3%	Digital revenue	$	65,317		$	61,677		5.9%
Percent of total segment revenue							Percent of total segment revenue	50.8		%	50.5		%
Digital revenue, excluding movements in foreign exchange rates	Digital revenue, excluding movements in foreign exchange rates	319,265		215,752		48.0%	Digital revenue, excluding movements in foreign exchange rates	71,610			61,677			16.1%

~~Europe~~Europe-North Direct Operating Expenses

~~Europe~~Europe-North direct operating expenses ~~decreased $23.7~~increased $5.8 million, or ~~4.3%~~6.4%, during the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 compared to the same period of ~~2021.~~2022. Excluding the ~~$61.7~~$8.9 million impact of movements in foreign exchange rates, ~~Europe~~Europe-North direct operating expenses increased ~~$38.0~~$14.7 million, or ~~6.9%~~16.2%, due to higher site lease expense largely driven by higher revenue ~~lower negotiated rent abatements~~ and ~~lower governmental rent subsidies. We also experienced~~new contracts, higher maintenance costs driven by increased electricity prices, and higher production and installation ~~expenses~~costs driven by increased sales activity and higher ~~maintenance expense driven by higher~~ prices. These increases were partially offset by lower costs for our restructuring plan to reduce headcount, lower rental costs due to the buy-out of certain digital screens and lower property taxes driven by government tax reliefs in certain countries.

The following table provides additional information about certain drivers of ~~Europe~~Europe-North direct operating ~~expenses for the nine months ended September 30, 2022 and 2021:~~expenses:


(In thousands)	(In thousands)	Nine Months Ended September 30,				%	(In thousands)	Three Months Ended March 31,				%
		2022		2021		Change		2023		2022		Change
Site lease expense	Site lease expense	$	326,069	$	309,883	5.2%	Site lease expense	$	56,734	$	54,688	3.7%
Site lease expense, excluding movements in foreign exchange rates	Site lease expense, excluding movements in foreign exchange rates	363,706		309,883		17.4%	Site lease expense, excluding movements in foreign exchange rates	62,126		54,688		13.6%
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	2,447		21,547		(88.6)%	Reductions of rent expense on lease and non-lease contracts from rent abatements	479		681		(29.7)%

~~Europe~~Europe-North SG&A Expenses

Europe-North SG&A expenses ~~decreased $11.3~~increased $0.4 million, or ~~6.5%~~1.6%, during the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 compared to the same period of ~~2021.~~2022. Excluding the ~~$19.1~~$2.3 million impact of movements in foreign exchange rates, ~~Europe~~Europe-North SG&A expenses increased ~~$7.8~~$2.7 million, or ~~4.5%. Higher~~10.5%, largely due to higher employee compensation costs ~~due to improvements in operating performance~~driven by higher sales commissions and ~~to a lesser extent, lower governmental support and wage subsidies were partially offset by lower costs for our restructuring plan to reduce headcount.~~pay increases.

~~Other~~

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Europe-South Results of Operations


(In thousands)	(In thousands)	Three Months Ended September 30,				%	Nine Months Ended September 30,				%	(In thousands)	Three Months Ended March 31,			%
		2022		2021		Change	2022		2021		Change			2023		2022		Change
Revenue	Revenue	$	17,191	$	14,828	15.9%	$	47,569	$	36,666	29.7%	Revenue		$	108,015	$	89,550	20.6%
Direct operating expenses(1)	Direct operating expenses(1)	9,502		9,109		4.3%	28,590		25,643		11.5%	Direct operating expenses(1)		92,247		85,322		8.1%
SG&A expenses(1)	SG&A expenses(1)	5,090		5,294		(3.9)%	15,289		15,224		0.4%	SG&A expenses(1)		28,301		25,831		9.6%
Segment Adjusted EBITDA	Segment Adjusted EBITDA	2,598		425		N/A	3,689		(4,321)		N/A	Segment Adjusted EBITDA		(12,220)		(21,807)		44.0%

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

Europe-South Revenue

Europe-South revenue increased $18.5 million, or 20.6%, during the three months ended March 31, 2023 compared to the same period of 2022. Excluding the $3.9 million impact of movements in foreign exchange rates, Europe-South revenue increased $22.4 million, or 25.0%. As this segment has continued to recover from the adverse effects of COVID-19, we have seen increases in revenue driven by increased demand across all of our products, most notably street furniture, and in all of the countries in which we operate, with the largest increase in France.

Europe-South digital revenue increased 32.1% during the three months ended March 31, 2023 as compared to the same period of 2022, or 35.3% excluding the impact of movements in foreign exchange rates, as follows:


(In thousands)	Three Months Ended March 31,						%
	2023			2022			Change
Digital revenue	$	22,175		$	16,788		32.1%
Percent of total segment revenue	20.5		%	18.7		%
Digital revenue, excluding movements in foreign exchange rates	22,712			16,788			35.3%

Europe-South Direct Operating Expenses

Europe-South direct operating expenses increased $6.9 million, or 8.1%, during the three months ended March 31, 2023 compared to the same period of 2022. Excluding the $3.6 million impact of movements in foreign exchange rates, Europe-South direct operating expenses increased $10.6 million, or 12.4%, largely due to higher site lease expense mainly driven by new contracts and higher revenue. The remaining increase was largely driven by higher production, installation and maintenance costs.

The following table provides additional information about certain drivers of Europe-South direct operating expenses:


(In thousands)	Three Months Ended March 31,				%
	2023		2022		Change
Site lease expense	$	55,952	$	51,285	9.1%
Site lease expense, excluding movements in foreign exchange rates	58,061		51,285		13.2%
Reductions of rent expense on lease and non-lease contracts from rent abatements	—		575		(100.0)%

Europe-South SG&A Expenses

Europe-South SG&A expenses increased $2.5 million, or 9.6%, during the three months ended March 31, 2023 compared to the same period of 2022. Excluding the $1.1 million impact of movements in foreign exchange rates, Europe-South SG&A expenses increased $3.6 million, or 14.0%, largely driven by higher marketing and information technology costs.

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Other Results of Operations


(In thousands)	Three Months Ended March 31,			%
		2023		2022		Change
Revenue		$	19,079	$	18,901	0.9%
Direct operating expenses		12,103		12,517		(3.3)%
SG&A expenses		6,607		5,924		11.5%
Segment Adjusted EBITDA		369		460		(19.8)%

Other revenue increased ~~$2.4~~$0.2 million, or ~~15.9%, and $10.9 million, or 29.7%~~0.9%, during the three ~~and nine~~ months ended ~~September 30, 2022, respectively,~~March 31, 2023 compared to the same ~~periods~~period of ~~2021.~~2022. Excluding the $0.5 million impact of movements in foreign exchange rates, Other revenue ~~increased $2.8~~decreased $0.3 million, or ~~19.1%~~1.4%, ~~during the three month comparison period and $11.7 million, or 31.8%, during the nine month comparison period~~ driven by ~~our continued recovery from COVID-19~~the termination of a public bicycle rental program in Latin America.

Other direct operating expenses ~~increased~~decreased $0.4 million, or ~~4.3%, and $2.9 million, or 11.5%~~3.3%, during the three ~~and nine~~ months ended ~~September 30, 2022, respectively,~~March 31, 2023 compared to the same ~~periods~~period of ~~2021.~~2022. Excluding the $0.3 million impact of movements in foreign exchange rates, Other direct operating expenses ~~increased~~decreased $0.7 million, or ~~8.1%~~5.4%, ~~during the three month comparison period and $3.6 million, or 13.9%, during the nine month comparison period~~ 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 $0.7 million, or ~~3.9%, and increased $0.1 million, or 0.4%~~11.5%, during the three ~~and nine~~ months ended ~~September 30, 2022, respectively,~~March 31, 2023 compared to the same ~~periods~~period of ~~2021.~~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~~ increased ~~$0.3~~$0.5 million, or ~~2.1%~~8.6%, ~~during the nine month comparison period due to~~driven by higher employee ~~compensation.~~compensation costs.

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 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.

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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~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ we incurred site lease expense of ~~$680.6~~$240.3 million and ~~$590.1~~$222.2 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~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ we reduced our site lease expense by rent abatements of ~~$39.2~~$7.3 million and ~~$78.9~~$9.6 million, respectively. As our business ~~continues to recover~~has generally recovered from the effects of ~~the~~ COVID-19, ~~pandemic,~~ we ~~are receiving fewer~~expect rent ~~abatements.~~

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~~Restructuring Plans~~abatements to continue to decline in future periods.

During the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ we made cash expenditures for our restructuring ~~plans~~plan to reduce headcount in Europe of ~~$11.2~~$1.7 million and ~~$12.4~~$5.9 million, respectively, and as of ~~September 30, 2022,~~March 31, 2023, we had ~~$10.1~~$5.7 million of related future cash ~~obligations related~~obligations. Remaining costs are not expected to ~~our Europe restructuring plan. We expect to pay most of this balance by the end of the second quarter of 2023.~~be significant. Please refer to Note 9 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~~three months ended ~~September 30, 2022~~March 31, 2023 and ~~2021:~~2022:


(In thousands)	(In thousands)	Nine Months Ended September 30,				(In thousands)	Three Months Ended March 31,
		2022		2021					2023		2022
Americas		$	69,620	$	39,988
Europe		43,590		30,298
America								America	$	16,808	$	14,800
Airports								Airports	4,751		3,012
Europe-North								Europe-North	7,066		6,450
Europe-South								Europe-South	5,051		8,623
Other	Other	2,212		3,082				Other	1,921		1,003
Corporate	Corporate	8,996		9,070				Corporate	2,830		1,921
Total capital expenditures(1)		$	124,418	$	82,438
Total capital expenditures(1),(2)								Total capital expenditures(1),(2)	$	38,427	$	35,809

(1)In addition to payments that occurred during the period for capital expenditures, the Company had $18.0 million and $16.6 million of accrued capital expenditures that remained unpaid as of March 31, 2023 and 2022, respectively.

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

During the ~~nine~~three months ended ~~September 30, 2021, we reduced or deferred capital expenditures as part of our strategy to increase our liquidity~~March 31, 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~~$5.7 million and $2.5 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~~primarily included 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~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ we paid interest of ~~$217.8~~$72.3 million and ~~$264.4~~$51.6 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~~$341.8 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 each of the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ we made ~~$15.0~~$5.0 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 $15.0 million during the remainder of the year. During the second half of the year, we will make approximately $4.1 million of principal payments on the state-guaranteed loan held by one of our non-guarantor European subsidiaries.

Please refer to Note 4 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 30, 2022,~~March 31, 2023, we were in compliance with all of the covenants contained in our debt agreements.

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Sources of Capital and Liquidity

Cash On Hand

As of ~~September 30, 2022,~~March 31, 2023, we had ~~$327.4~~$340.0 million of cash on our balance sheet, including ~~$114.5~~$185.7 million of cash held outside the U.S. by our subsidiaries. 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 sale of our business in Switzerland must be reinvested into 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.~~

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tax liability.

Cash Flow from Operations

~~We have historically generated positive~~During the three months ended March 31, 2023, net cash ~~flow from operations. However, we used net cash for~~provided by operating activities ~~during~~was $10.9 million, a decrease of $38.6 million compared to the ~~periods~~same period of 2022. Cash collections from customers exceeded aggregate cash payments to vendors, lessors and employees to a lesser extent than in ~~which we were negatively impacted by COVID-19, specifically 2021 and 2020, as~~the prior period. Additionally, cash paid for interest ~~in these periods exceeded other~~increased $20.7 million driven by higher interest rates, as previously described.

During the three months ended March 31, 2022, net cash ~~inflows from operations. We returned to positive~~provided by operating ~~cash flows in 2022~~activities was $49.5 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~~$51.6 million.

Dispositions

During the three months ended March 31, 2023, we received net cash proceeds from the disposal of assets of $93.5 million, ~~which included accrued and unpaid interest~~including $94.2 million of ~~$34.5 million due upon redemption~~gross proceeds from the sale of our business in Switzerland. We intend to use the CCWH Senior Notes. Cash collections from customers exceeded cash payments to vendors (including site lease costs) and 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 thenet proceeds, after payment of ~~site lease costs that were deferred~~transaction-related fees and expenses, to improve liquidity and increase financial flexibility in our European businesses as permitted under our debt agreements.

During the three months ended March 31, 2022, we received cash proceeds from ~~2020.~~the disposal of assets of $19.4 million, including compensation received from local governments for the condemnation and removal of billboards in certain markets in our 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 and are scheduled to mature on August 23, 2024. The table below presents our borrowings and excess availability under ~~our~~these credit facilities as of ~~September 30, 2022:~~March 31, 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)	$	175.0	$	116.6	$	291.6
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	Excess availability	$	131.8	$	83.5	$	215.3	Excess availability	$	131.8	$	73.5	$	205.3

(1)The borrowing limit of the Receivables-Based Credit Facility is equal to the lesser of $125.0 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 Due 2028 and, in March 2021, used the net proceeds therefrom to redeem $940.0 million of the CCWH 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~~5.25 to 1.00 as of ~~September 30, 2022.~~March 31, 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 30, 2022:~~March 31, 2023:


(In millions)	~~September 30,~~March 31, ~~2022~~2023
Term Loan Facility	$	~~1,940.0~~1,930.0
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~~4.3
Less: Cash and cash equivalents	~~(327.4)~~(340.0)
First lien debt(1)	$	~~2,865.9~~2,844.4

(1)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~~$542.3 million is calculated as operating income (loss) before depreciation and amortization, impairment charges and share-based ~~compensation,~~compensation; further adjusted for 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 30, 2022:~~March 31, 2023:


	Four Quarters Ended
(In millions)	~~September 30,~~March 31, ~~2022~~2023
EBITDA (as defined by the Senior Secured Credit Agreement)	$	~~575.0~~542.3
Depreciation and amortization, impairment charges and share-based compensation	~~(286.6)~~(326.5)
Charges, expenses or reserves in respect of any restructuring, relocation, redundancy or severance expense or one-time compensation charges	(7.9)
Other items(1)	~~(5.5)~~93.4
Operating income~~(1)~~(2)	~~275.0~~301.3
Interest expense, net; other expense, net and income tax ~~expense~~benefit	~~(403.3)~~(341.4)
Adjustments to reconcile consolidated net loss to net cash provided by operating activities:
Reconciling items for non-cash and non-operating activity~~(2)~~(3)	~~685.1~~533.2
Changes in operating assets and liabilities	~~(422.0)~~(391.7)
Net cash provided by operating activities~~(1)~~(2)	$	~~134.8~~101.4

(1)Includes a gain on the sale of our business in Switzerland of $96.4 million.

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

~~(2)~~(3)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 of business and operating ~~and other assets, net;~~assets; foreign exchange transaction loss and other reconciling items.

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:~~10-K.

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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.~~

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, the impact of macro-economic~~strategies; our expectations about certain markets and ~~other events on~~strategic review processes; and our ~~results, 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~~continued economic uncertainty, an economic slowdown or ~~uncertain global economic~~a recession; financial and industry conditions and their impact on 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 volatility in the ~~war in Ukraine~~U.S. and ~~the associated~~ global ~~effects thereof;~~banking market; the continued impact of the COVID-19 ~~pandemic on our operations and on general economic conditions;~~pandemic; 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;~~the difficulty, cost and time required to implement our strategy, and the fact that we may not realize the anticipated benefits therefrom; 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; environmental, health, safety and land use laws and regulations, as well as various actual and proposed environmental, social and governance policies and regulations; the impact of the ~~continued~~ strategic review processes of our European ~~business and assets,~~businesses, including a possible ~~sale of all or a part thereof; our ability to execute restructuring plans;~~sales; 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; 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 strengthening~~During the three months ended March 31, 2023, fluctuations in foreign currency exchange rates resulted in a net negative impact of $0.6 million to reported Segment Adjusted EBITDA for our Europe-North segment and a net positive impact of $0.8 million to reported Segment Adjusted EBITDA for our Europe-South segment, primarily driven by fluctuations of the U.S. dollar against the ~~local currencies of many of our foreign operations, most notably the~~ British pound sterling and Euro, ~~negatively impacted our reported Europe Segment Adjusted EBITDA by $2.9 million and $7.5 million during~~respectively.

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

~~Our Europe segment~~March 31, 2023, our Europe-North and Europe-South segments reported Segment Adjusted EBITDA of ~~$15.1~~$7.2 million and ~~$45.9~~$(12.2) 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 and nine months ended September 30, 2022~~our Europe-North segment by ~~$1.5~~$0.7 million and ~~$4.6~~increased Segment Adjusted EBITDA for our Europe-South segment by $1.2 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 for our Europe-North segment and decreased Segment Adjusted EBITDA for our Europe-South segment by corresponding amounts. This analysis does not consider the implications that such currency fluctuations could have on the overall economic activity ~~that could exist in such an environment~~ in the U.S. or such foreign countries or on the results of operations of these foreign entities. ~~Changes in economic or political conditions in any~~

Table 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.~~Contents

Interest Rate Risk

~~A portion~~As of March 31, 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 LIBOR. In connection with the phasing-out of LIBOR, which will no longer be published after June 2023, we amended our Term Loan Facility in February 2023 to replace the LIBOR reference rate with SOFR plus a credit spread adjustment for new borrowings or the continuation of existing borrowings. We are continuing to work with the administrative agents of our Revolving Credit Facility and Receivables-Based Credit Facility to agree on replacement rates for those agreements. At this time, 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 an~~significantly in 2022. The U.S. Federal Reserve further raised rates in the first quarter of 2023, resulting in a slight increase in our weighted average cost of debt from ~~5.6%~~7.1% at December 31, ~~2021~~2022 to ~~6.5%~~7.2% at ~~September 30, 2022.~~

AsMarch 31, 2023. 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 in LIBOR, it is estimated that our interest expense for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 would have increased by ~~$5.0 million and $14.8 million, respectively.~~$4.8 million. 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 quarter 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~~Europe, due to higher costs for ~~wages, salaries,~~electricity, employees, 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 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.faces.

ITEM 4. CONTROLS AND PROCEDURES

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), under the supervision and with the participation of 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 30, 2022~~March 31, 2023 at the reasonable assurance level.

There were no changes in our internal control over financial reporting that occurred during the quarter ended ~~September 30, 2022~~March 31, 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 5 to our Condensed Consolidated Financial Statements located in Item 1 of Part I of this Quarterly Report on Form 10-Q.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors 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 30, 2022:~~March 31, 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
January 1 through January 31	—			—	—
February 1 through February 28	456,601	$	1.73	—	—
March 1 through March 31	2,097,111	$	1.20	—	—
Total	2,553,712	$	1.29	—	—

(1)The shares indicated consist of shares of our common stock tendered to us by employees ~~to us~~ during the three months ended ~~September 30, 2022~~March 31, 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.

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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						Third Amendment to Credit Agreement, dated as of February 20, 2023, among Clear Channel Outdoor Holdings, Inc., the other loan parties thereto and Deutsche Bank AG New York Branch, as administrative agent (incorporated by reference to Exhibit 10.5 to Clear Channel Outdoor Holdings, Inc.’s Annual Report on Form 10-K filed on February 28, 2023)


10.4						Amended and Restated Employment Agreement, dated as of March 7, 2023, by and between Clear Channel Outdoor Holdings, Inc. and Brian Coleman (incorporated by reference to Exhibit 10.1 to Clear Channel Outdoor Holdings, Inc.’s Current Report on Form 8-K filed on March 9, 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~~May 9, 2023						/s/ JASON A. DILGER
						Jason A. Dilger
						Chief Accounting Officer

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			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. Segment Data			108
Note 3. Revenue			1110
Note 4. Long-Term Debt			1311
Note 5. Commitments and Contingencies			1412
Note 6. Income Taxes			1512
Note 7. Property, Plant and Equipment			1513
Note 8. Intangible Assets and Goodwill			1513

Note 9. Cost-Savings Initiatives			1614
Note 10. Net Loss Per Share			1714
Note 11. Other Information			1815


	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 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)