0001334978false00013349782024-02-262024-02-26


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 26, 2024
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-32663
88-0318078
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
4830 North Loop 1604W, Suite 111
San Antonio, Texas 78249
(Address of principal executive offices)
Registrant's telephone number, including area code: (210) 547-8800
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol		Name of each exchange
on which registered
Common Stock, $0.01 par value per shareCCONew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. o


Item 2.02    Results of Operations and Financial Condition    
On February 26, 2024, Clear Channel Outdoor Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2023. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
To the extent the information in Item 7.01 hereof or Exhibit 99.2 hereto relates to a completed fiscal period, such information is incorporated by reference into this Item 2.02.
Item 7.01    Regulation FD Disclosure
The Company is furnishing Exhibit 99.2 to provide certain financial information for its subsidiary, Clear Channel International B.V., for the quarter and year ended December 31, 2023.
In accordance with General Instruction B.2 of Form 8-K, the information under this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.2, be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01    Financial Statements and Exhibits
(d) Exhibits

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 hereunto duly authorized.

CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
Date:February 26, 2024By:/s/ Brian D. Coleman
Brian D. Coleman
Chief Financial Officer


Exhibit 99.1
logoa.jpg
Clear Channel Outdoor Holdings, Inc. Reports Results
for the Fourth Quarter and Full Year of 2023
----------------
San Antonio, TX, February 26, 2024 – Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) (the “Company”) today reported financial results for the quarter and year ended December 31, 2023.
“Our fourth quarter consolidated revenue of $632.1 million increased 12.4%, or 10.8% excluding movements in foreign exchange rates, reflecting improving business trends and solid execution from our operating team. The Airports and Europe-North segments both performed very strongly, while the America segment returned to growth in the quarter. We see those trends continuing with the America segment, in particular, accelerating into the new year,” said Scott Wells, Chief Executive Officer of Clear Channel Outdoor Holdings, Inc. “We are delivering on our strategic roadmap to transform into a technology-fueled, visual media powerhouse reaching a growing audience.
“In the year ahead, we remain focused on driving our key initiatives to focus our organization on our higher-margin U.S. markets. The sale process of our Europe-North segment is ongoing, and we have initiated a sale process for our Latin American businesses. We are also evaluating paths to optimize our cost structure, while strategically investing in our technology and digital infrastructure. We believe these efforts will increase operating leverage in our business and enhance our ability to organically grow Adjusted EBITDA and free cash flow. These efforts all reflect our priority to reduce leverage over the next few years.
“The out-of-home industry is forecasted to deliver healthy growth in 2024, and we are optimistic about our outlook given the improving climate in our largest markets and the strength of our Airports segment, coupled with the investments we have made to expand the range of advertisers we serve. We remain committed to maintaining ample liquidity on our balance sheet and operating in a disciplined manner.”
1

Financial Highlights:
Financial highlights for the fourth quarter of 2023 as compared to the same period of 2022, including financial highlights excluding movements in foreign exchange rates (“FX”)1:
(In millions)Three Months Ended December 31, 2023% Change
Revenue:
Consolidated Revenue2
$632.1 12.4 %
Excluding movements in FX1,2
623.1 10.8 %
America Revenue
298.5 0.5 %
Airports Revenue
111.2 44.3 %
Europe-North Revenue
191.8 17.8 %
Excluding movements in FX1
184.6 13.4 %
Net Income:
Income from Continuing Operations
25.4 (76.2)%
Adjusted EBITDA1:
Adjusted EBITDA1,2
190.0 9.2 %
Excluding movements in FX1,2
188.0 8.1 %
America Segment Adjusted EBITDA3
136.2 0.6 %
Airports Segment Adjusted EBITDA3
30.1 42.7 %
Europe-North Segment Adjusted EBITDA3
52.5 17.5 %
Excluding movements in FX1
50.5 13.1 %
1This is a non-GAAP financial measure. See “Supplemental Disclosures” section herein for more information.
2Financial highlights exclude results of discontinued operations. See “Dispositions and Discontinued Operations” section herein for more information.
3Segment Adjusted EBITDA is a GAAP financial measure. See “Supplemental Disclosures” section herein for more information.
Dispositions and Discontinued Operations:
During the first three quarters of 2023, we sold our businesses in Switzerland and Italy (on March 31 and May 31, respectively) for aggregate cash proceeds, net of direct costs to transact the sales and cash sold, of $89.2 million. In May 2023, we also entered into an agreement to sell our business in Spain for cash consideration of approximately $64.3 million. This transaction is expected to close in 2024, upon satisfaction of regulatory approval and other customary closing conditions. We are using the net proceeds from these sales, after payment of transaction-related fees and expenses, to improve liquidity and increase financial flexibility of the business as permitted under our debt agreements.
On October 31, 2023, we sold our business in France to Equinox Industries (“Equinox”). We delivered our business in France to Equinox with $44.5 million of cash, subject to adjustment for related customary items, tax and other costs, to support ongoing operations of the business, and Equinox assumed the $29.7 million state-guaranteed loan held by Clear Channel France. In December 2023, Equinox repaid us $4.9 million to satisfy certain post-closing obligations. Additionally, we incurred certain direct costs to transact the sale. In total, cash delivered to the buyer (net of the repayment) and payment of these additional direct costs was $43.0 million, with an additional $0.8 million of accrued direct costs to be paid in 2024.
During 2023, our plan to sell these businesses (collectively comprising our entire Europe-South segment) met the criteria to be reported as discontinued operations. As a result, each of the Europe-South segment businesses has been reclassified to discontinued operations in our financial statements for all periods presented, resulting in changes to the presentation of certain amounts for prior periods. The discussion in this earnings release presents the results of continuing operations and excludes amounts related to discontinued operations for all periods presented, unless otherwise noted.
2

International Sales Processes:
We have initiated processes to sell the businesses in our Europe-North segment and in Latin America. There can be no assurance that these processes will result in any additional transactions or particular outcomes. We have not set a timetable for completion of these processes, may suspend the processes at any time and do not intend to make further announcements regarding the processes unless and until our Board approves a course of action for which further disclosure is appropriate.
Guidance:
Our expectations for the first quarter and full year of 2024 are as follows:
First Quarter of 2024
% change from prior year
(in millions)LowHigh
Low
High
Consolidated Revenue1,2
$465 $490 6 %12 %
America245 255 4 %8 %
Airports74 79 38 %47 %
Europe-North1
130 140 1 %9 %
1Excludes movements in FX
2Excludes results of discontinued operations
Full Year of 2024
% change from prior year
(in millions)LowHigh
Low
High
Consolidated Revenue1,2
$2,200 $2,260 3 %6 %
America1,135 1,165 3 %6 %
Airports345 360 11 %16 %
Europe-North1
635 655 2 %6 %
Loss from Continuing Operations1
(131)(101)(17)%(36)%
Adjusted EBITDA1,2,3
550 585 3 %9 %
Adjusted Funds from Operations (“AFFO”)1,2,3
75 100 (10)%20 %
Capital Expenditures2
130 150 (10)%4 %
1Excludes movements in FX
2Excludes results of discontinued operations
3This is a non-GAAP financial measure. See “Supplemental Disclosures” section herein for more information.
Expected results and estimates may be impacted by factors outside of the Company’s control, and actual results may be materially different from this guidance. See “Cautionary Statement Concerning Forward-Looking Statements” herein.
3

Results:
Results provided herein exclude amounts related to discontinued operations for all periods presented.
Revenue:
(In thousands)Three Months Ended
December 31,		%
Change		Year Ended
December 31,		%
Change
 2023202220232022
Revenue:
America$298,520 $297,069 0.5 %$1,100,846 $1,105,552 (0.4)%
Airports111,213 77,095 44.3 %311,605 256,402 21.5 %
Europe-North191,779 162,781 17.8 %619,557 566,119 9.4 %
Other30,602 25,302 20.9 %95,132 85,955 10.7 %
Consolidated Revenue$632,114 $562,247 12.4 %$2,127,140 $2,014,028 5.6 %
Revenue excluding movements in FX1:
America$298,520 $297,069 0.5 %$1,100,846 $1,105,552 (0.4)%
Airports111,213 77,095 44.3 %311,605 256,402 21.5 %
Europe-North184,559 162,781 13.4 %618,716 566,119 9.3 %
Other28,791 25,302 13.8 %89,674 85,955 4.3 %
Consolidated Revenue excluding movements in FX$623,083 $562,247 10.8 %$2,120,841 $2,014,028 5.3 %
1This is a non-GAAP financial measure. See “Supplemental Disclosures” section herein for more information.
Revenue for the fourth quarter of 2023, as compared to the same period of 2022:
America: Revenue up 0.5%:
•Billboards revenue up driven by digital deployments and programmatic growth
•Digital revenue up 2.4% to $114.0 million from $111.3 million
•National sales comprised 37.1% of America revenue, compared to 36.7% in the prior year
Airports: Revenue up 44.3%:
•Revenue up across most airports and verticals; increased demand and continued investment in digital infrastructure
•Digital revenue up 57.9% to $73.1 million from $46.3 million
•National sales comprised 58.9% of Airports revenue, compared to 56.0% in the prior year
Europe-North: Revenue up 17.8%; excluding movements in FX, up 13.4%:
•Revenue up across all products and countries, most notably the U.K. and Belgium, driven by increased demand, deployment of additional digital displays and new contracts
•Digital revenue up 22.9% to $109.7 million from $89.2 million; digital revenue, excluding movements in FX, up 17.9% to $105.2 million
Other: Revenue up 20.9%; excluding movements in FX, up 13.8%:
•Higher revenue in Brazil and Mexico
4

Direct Operating and SG&A Expenses1:
(In thousands)Three Months Ended
December 31,		%
Change		Year Ended
December 31,		%
Change
 2023202220232022
Direct operating and SG&A expenses:
America$162,863 $162,218 0.4 %$633,021 $607,618 4.2 %
Airports81,109 55,998 44.8 %243,383 195,538 24.5 %
Europe-North140,479 118,067 19.0 %507,185 462,787 9.6 %
Other23,380 18,254 28.1 %80,740 73,625 9.7 %
Consolidated Direct operating and SG&A expenses2
$407,831 $354,537 15.0 %$1,464,329 $1,339,568 9.3 %
Direct operating and SG&A expenses excluding movements in FX3:
America$162,863 $162,218 0.4 %$633,021 $607,618 4.2 %
Airports81,109 55,998 44.8 %243,383 195,538 24.5 %
Europe-North135,224 118,067 14.5 %509,520 462,787 10.1 %
Other22,130 18,254 21.2 %76,632 73,625 4.1 %
Consolidated Direct operating and SG&A expenses excluding movements in FX$401,326 $354,537 13.2 %$1,462,556 $1,339,568 9.2 %
1“Direct operating and SG&A expenses” as presented throughout this earnings release refers to the sum of direct operating expenses (excluding depreciation and amortization) and selling, general and administrative expenses (excluding depreciation and amortization).
2Includes restructuring and other costs of $2.2 million and $0.4 million during the three months ended December 31, 2023 and 2022, respectively, and $3.1 million and $1.8 million during the years ended December 31, 2023 and 2022, respectively.
3This is a non-GAAP financial measure. See “Supplemental Disclosures” section herein for more information.
Direct operating and SG&A expenses for the fourth quarter of 2023, as compared to the same period of 2022:
America: Direct operating and SG&A expenses up 0.4%:
•Site lease expense up 2.1% to $89.5 million from $87.7 million driven by lower rent abatements
•Offset by lower property taxes related to a legal settlement, maintenance costs and credit loss expense
Airports: Direct operating and SG&A expenses up 44.8%:
•Site lease expense up 46.4% to $64.9 million from $44.3 million driven by higher revenue
•Higher variable incentive compensation costs
Europe-North: Direct operating and SG&A expenses up 19.0%; excluding movements in FX, up 14.5%:
•Site lease expense up 15.7% to $63.5 million from $54.9 million; site lease expense, excluding movements in FX, up 12.0% to $61.5 million driven by higher revenue
•Higher property taxes and compensation costs
Other: Direct operating and SG&A expenses up 28.1%; excluding movements in FX, up 21.2%:
•Higher site lease expense driven by lower rent abatements and higher revenue
•Restructuring costs to reduce scale of Singapore business following loss of contract
5

Corporate Expenses1:
(In thousands)Three Months Ended
December 31,		%
Change		Year Ended
December 31,		%
Change
 2023202220232022
Corporate expenses2
$42,897 $38,529 11.3 %$172,324 $161,852 6.5 %
Corporate expenses excluding movements in FX3
42,282 38,529 9.7 %172,123 161,852 6.3 %
1Certain costs that were historically allocated to the Company’s Europe-South segment and reported within SG&A expenses, totaling $0.9 million and $4.7 million during the three and twelve months ended December 31, 2022, respectively, have been deemed to be costs of continuing operations and are now reported within corporate expenses for all periods presented.
2Includes restructuring and other costs of $1.2 million and $0.3 million during the three months ended December 31, 2023 and 2022, respectively, and $21.3 million and $10.0 million during the years ended December 31, 2023 and 2022, respectively. Restructuring and other costs during the years ended December 31, 2023 and 2022 include expenses of $19.0 million and $7.1 million, respectively, recorded for the resolution of the investigation of the Company’s former indirect, non-wholly-owned subsidiary, Clear Media Limited.
3This is a non-GAAP financial measure. See “Supplemental Disclosures” section herein for more information.
Corporate expenses for the fourth quarter of 2023, as compared to the same period of 2022, up 11.3%; excluding movements in FX, up 9.7%, driven by higher employee compensation costs.
Income (Loss) from Continuing Operations:
(In thousands)Three Months Ended
December 31,		%
Change		Year Ended
December 31,		%
Change
 2023202220232022
Income (loss) from continuing operations1
$25,386 $106,496 (76.2)%$(157,107)$(47,303)NM
1Percentage changes that are so large as to not be meaningful have been designated as “NM.”
6

Adjusted EBITDA1:
(In thousands)Three Months Ended
December 31,		%
Change		Year Ended
December 31,		%
Change
 2023202220232022
Segment Adjusted EBITDA2:
America$136,157 $135,328 0.6 %$468,370 $499,390 (6.2)%
Airports30,106 21,097 42.7 %68,226 60,864 12.1 %
Europe-North52,453 44,623 17.5 %114,303 103,654 10.3 %
Other7,804 7,048 10.7 %14,974 12,330 21.4 %
Total Segment Adjusted EBITDA226,520 208,096 8.9 %665,873 676,238 (1.5)%
Adjusted Corporate expenses1,3
(36,533)(34,150)7.0 %(130,657)(131,377)(0.5)%
Adjusted EBITDA1
$189,987 $173,946 9.2 %$535,216 $544,861 (1.8)%
Segment Adjusted EBITDA excluding movements in FX1:
America$136,157 $135,328 0.6 %$468,370 $499,390 (6.2)%
Airports30,106 21,097 42.7 %68,226 60,864 12.1 %
Europe-North50,465 44,623 13.1 %111,105 103,654 7.2 %
Other7,234 7,048 2.6 %13,615 12,330 10.4 %
Total Segment Adjusted EBITDA223,962 208,096 7.6 %661,316 676,238 (2.2)%
Adjusted Corporate expenses excluding movements in FX1,3
(35,973)(34,150)5.3 %(130,527)(131,377)(0.6)%
Adjusted EBITDA excluding movements in FX1
$187,989 $173,946 8.1 %$530,789 $544,861 (2.6)%
1This is a non-GAAP financial measure. See “Supplemental Disclosures” section herein for more information.
2Segment Adjusted EBITDA is a GAAP financial measure. See “Supplemental Disclosures” section herein for more information.
3Certain costs that were historically included in Segment Adjusted EBITDA for the Europe-South segment have been deemed to be costs of continuing operations and have been reclassified to Adjusted Corporate expenses for all periods presented.
AFFO1:
(In thousands)Three Months Ended
December 31,		%
Change		Year Ended
December 31,		%
Change
 2023202220232022
AFFO1
$73,207 $56,226 30.2 %$83,014 $163,987 (49.4)%
AFFO excluding movements in FX1
71,598 56,226 27.3 %78,561 163,987 (52.1)%
1This is a non-GAAP financial measure. See “Supplemental Disclosures” section herein for more information.
Capital Expenditures:
(In thousands)Three Months Ended
December 31,		%
Change		Year Ended
December 31,		%
Change
 2023202220232022
America$23,587 $27,278 (13.5)%$75,431 $79,529 (5.2)%
Airports9,668 7,929 21.9 %20,050 25,298 (20.7)%
Europe-North10,286 11,580 (11.2)%29,284 34,025 (13.9)%
Other1,887 2,044 (7.7)%6,421 4,571 40.5 %
Corporate2,922 3,249 (10.1)%13,600 12,245 11.1 %
Consolidated capital expenditures$48,350 $52,080 (7.2)%$144,786 $155,668 (7.0)%
7

Markets and Displays:
As of December 31, 2023, we operated more than 325,000 print and digital out-of-home advertising displays in 19 countries as part of our continuing operations, with the majority of our revenue generated by operations in the U.S. and Europe. As of December 31, 2023, we had presence in 84 Designated Market Areas (“DMAs”) in the U.S., including 43 of the top 50 U.S. markets, and in 12 countries throughout Europe, excluding markets that are considered discontinued operations.
Number of digital displays added, net, in fourth quarter
Total number of displays as of December 31, 2023
DigitalPrintedTotal
America1:
Billboards2
30 1,831 33,831 35,662 
Other displays3
(6)606 13,306 13,912 
Airports4
(70)2,453 10,426 12,879 
Europe-North98 15,256 241,590 256,846 
Other3 1,223 5,402 6,625 
Total displays55 21,369 304,555 325,924 
1As of December 31, 2023, our America segment had presence in 28 U.S. DMAs.
2Billboards includes bulletins, posters, spectaculars and wallscapes.
3Other displays includes street furniture and transit displays.
4As of December 31, 2023, our Airports segment had displays across nearly 200 commercial and private airports in the U.S. and the Caribbean.
Clear Channel International B.V.
Clear Channel International B.V. (“CCIBV”), an indirect wholly-owned subsidiary of the Company and the issuer of our 6.625% Senior Secured Notes due 2025 (the “CCIBV Senior Secured Notes”), includes the operations of our Europe-North and Europe-South segments, as well as Singapore, which is included in “Other.” The financial results of Singapore are immaterial to the results of CCIBV. Revenue and the scale of the Company’s business in Singapore will be reduced in 2024 due to the loss of a contract, which terminated on December 31, 2023.
As the businesses in the Europe-South segment are considered discontinued operations, results of these businesses are now reported as a separate component of Consolidated net income (loss) in the CCIBV Consolidated Statements of Income (Loss) for all periods presented and are excluded from the discussion below.
CCIBV results from continuing operations for the fourth quarter of 2023 as compared to the same period of 2022 are as follows:
•CCIBV revenue increased 17.0% to $198.1 million from $169.3 million. Excluding the $7.4 million impact of movements in FX, CCIBV revenue increased 12.6% driven by higher revenue in our Europe-North segment, as described in the above “Results” section of this earnings release. Singapore represented approximately 3% of CCIBV revenue from continuing operations for the three months ended December 31, 2023.
•CCIBV operating income was $31.2 million compared to $22.1 million in the same period of 2022.
8

Liquidity and Financial Position:
Cash and Cash Equivalents:
As of December 31, 2023, we had $251.7 million of cash on our balance sheet, including $84.3 million of cash held outside the U.S. (excludes cash held by our business in Spain, which is discontinued operations).
The following table summarizes our cash flows for the year ended December 31, 2023 on a consolidated basis, including both continuing and discontinued operations:
(In thousands)Year Ended
December 31, 2023
Net cash provided by operating activities
$31,254 
Net cash used for investing activities1
(119,573)
Net cash provided by financing activities
45,638 
Effect of exchange rate changes on cash, cash equivalents and restricted cash4,540 
Net decrease in cash, cash equivalents and restricted cash$(38,141)
Cash paid for interest$404,398 
Cash paid for income taxes, net of refunds$10,346 
1Includes proceeds from the disposition of businesses, net of costs to sell and cash sold, of $46.1 million and capital expenditures for discontinued operations of $21.8 million.
Debt:
We anticipate having cash interest payment obligations of approximately $448 million in 2024 and $408 million in 2025, assuming that we do not refinance or incur additional debt. The expected increase in cash interest payments in 2024 is largely due to differences in the timing of interest payments between the newly-issued CCOH 9.000% Senior Notes and the refinanced portion of the Term Loan.
Our next debt maturity is in August 2025 when the CCIBV Senior Secured Notes become due. Please refer to Table 3 in this earnings release for additional detail regarding our outstanding debt balance.
9

TABLE 1 - Financial Highlights of Clear Channel Outdoor Holdings, Inc. and its Subsidiaries:
(In thousands)Three Months Ended
December 31,		Year Ended
December 31,
2023202220232022
Revenue$632,114 $562,247 $2,127,140 $2,014,028 
Operating expenses:
Direct operating expenses1
302,480 260,637 1,092,686 981,979 
Selling, general and administrative expenses1
105,351 93,900 371,643 357,589 
Corporate expenses1
42,897 38,529 172,324 161,852 
Depreciation and amortization55,419 65,483 241,828 217,835 
Impairment charges— — — 22,676 
Other operating expense, net1,647 1,457 11,769 2,133 
Operating income124,320 102,241 236,890 269,964 
Interest expense, net(106,810)(98,895)(421,434)(360,599)
Gain on extinguishment of debt
— — 3,817 — 
Other income (expense), net2,681 23,203 6,403 (37,060)
Income (loss) from continuing operations before income taxes20,191 26,549 (174,324)(127,695)
Income tax benefit attributable to continuing operations5,195 79,947 17,217 80,392 
Income (loss) from continuing operations25,386 106,496 (157,107)(47,303)
Income (loss) from discontinued operations2
617 (7,058)(151,709)(47,085)
Consolidated net income (loss)26,003 99,438 (308,816)(94,388)
Less: Net income attributable to noncontrolling interests1,226 753 2,106 2,216 
Net income (loss) attributable to the Company$24,777 $98,685 $(310,922)$(96,604)
1Excludes depreciation and amortization.
2Loss from discontinued operations for the year ended December 31, 2023 includes a loss of $212.0 million on the sale of our former business in France, partially offset by gains of $96.4 million and $11.2 million from the sales of our former businesses in Switzerland and Italy, respectively. Income (loss) from discontinued operations also reflects the net income (loss) collectively generated by operations of our Europe-South segment during the respective period and income tax expense driven by the sale of these businesses.
Weighted Average Shares Outstanding
(In thousands)Three Months Ended
December 31,		Year Ended
December 31,
2023202220232022
Weighted average common shares outstanding – Basic
483,027 476,069 481,727 474,362 
Weighted average common shares outstanding – Diluted489,132 481,664 481,727 474,362 
10

TABLE 2 - Selected Balance Sheet Information:
(In thousands)December 31,
2023		December 31,
2022
Cash and cash equivalents$251,652 $282,232 
Total current assets1
957,401 1,120,916 
Net property, plant and equipment666,344 672,113 
Total assets2
4,722,475 5,086,011 
Current liabilities (excluding current portion of long-term debt)3
883,116 1,100,337 
Long-term debt (including current portion of long-term debt)
5,631,903 5,561,901 
Stockholders’ deficit(3,450,743)(3,262,806)
1Total current assets includes assets of discontinued operations of $131.3 million and $322.5 million at December 31, 2023 and December 31, 2022, respectively.
2Total assets includes assets of discontinued operations of $131.3 million and $538.1 million at December 31, 2023 and December 31, 2022, respectively.
3Current liabilities includes liabilities of discontinued operations of $68.8 million and $356.1 million at December 31, 2023 and December 31, 2022, respectively.
11

TABLE 3 - Total Debt:
(In thousands)December 31,
2023		December 31,
2022
Debt:
Term Loan Facility Due 20261,2
$1,260,000 $1,935,000 
Revolving Credit Facility Due 20263
— — 
Receivables-Based Credit Facility Due 20264
— — 
Clear Channel Outdoor Holdings 5.125% Senior Secured Notes Due 20271,250,000 1,250,000 
Clear Channel Outdoor Holdings 9.000% Senior Secured Notes Due 20282
750,000 — 
Clear Channel Outdoor Holdings 7.750% Senior Notes Due 20285
995,000 1,000,000 
Clear Channel Outdoor Holdings 7.500% Senior Notes Due 20295
1,040,000 1,050,000 
Clear Channel International B.V. 6.625% Senior Secured Notes Due 2025375,000 375,000 
Finance leases
4,202 4,682 
Original issue discount(2,690)(5,596)
Long-term debt fees(39,609)(47,185)
Total debt
5,631,903 5,561,901 
Less: Cash and cash equivalents
(251,652)(282,232)
Net debt
$5,380,251 $5,279,669 
1The term loans under the Term Loan Facility amortize in equal quarterly installments in an aggregate annual amount equal to 1.00% of the original principal amount of such term loans, with the balance being payable on August 23, 2026. In accordance with these terms, we paid $10.0 million of the outstanding principal on the Term Loan Facility during the six months ended June 30, 2023. In August 2023, we made a prepayment, described in note (2) to this table, that satisfied the remaining quarterly payment obligations.
2On August 22, 2023, we issued $750.0 million aggregate principal amount of 9.000% Senior Secured Notes due 2028. On the same date, we used a portion of the net proceeds from this issuance to prepay $665.0 million of outstanding principal on the Term Loan Facility.
3In June 2023, the Senior Secured Credit Agreement was amended, extending the maturity date of the Revolving Credit Facility to August 2026 and reducing the aggregate revolving credit commitments of the Revolving Credit Facility to $150.0 million. The full $150.0 million will be available through August 23, 2024, and $115.8 million will be available through August 23, 2026. As of December 31, 2023, we had $43.2 million of letters of credit outstanding and $106.8 million of excess availability under the Revolving Credit Facility.
4In June 2023, the Receivables-Based Credit Agreement was amended, extending its maturity to August 2026 and increasing its aggregate revolving credit commitments to $175.0 million. (The borrowing limit of the Receivables-Based Credit Facility is equal to the lesser of $175.0 million and the borrowing base, which is calculated based on our accounts receivable balance each period in accordance with our Receivables-Based Credit Agreement.) As of December 31, 2023, we had $47.6 million of letters of credit outstanding and $127.4 million of excess availability under the Receivables-Based Credit Facility.
5In September 2023, we repurchased in the open market $5.0 million of the CCOH 7.750% Senior Notes and $10.0 million of the CCOH 7.500% Senior Notes. The repurchased notes are held by a subsidiary of the Company and have not been cancelled.
Supplemental Disclosures:
Reportable Segments and Segment Adjusted EBITDA
The Company has four reportable segments, which it believes best reflect how the Company is currently managed: America, which consists of the Company’s U.S. operations excluding airports; Airports, which includes revenue from U.S. and Caribbean airports; Europe-North, which consists of operations in the U.K., the Nordics and several other countries throughout northern and central Europe; and Europe-South, which consists of operations in Spain, and prior to their sales on March 31, 2023, May 31, 2023 and October 31, 2023, respectively, Switzerland, Italy and France. The Company’s remaining operations in Latin America and Singapore are disclosed as “Other.” As described in the “Dispositions and Discontinued Operations” section of this earnings release, the Company’s Europe-South segment met the criteria to be reported as discontinued operations during 2023. As such, results of this segment are excluded from this earnings release, which only reflects continuing operations, for all periods presented.
12

Segment Adjusted EBITDA is the profitability metric reported to the Company's chief operating decision maker for purposes of making decisions about allocation of resources to, and assessing performance of, each reportable segment. Segment Adjusted EBITDA is a GAAP financial measure that is calculated as Revenue less Direct operating expenses and SG&A expenses, excluding restructuring and other costs. Restructuring and other costs include costs associated with cost savings initiatives such as severance, consulting and termination costs and other special costs.
Non-GAAP Financial Information
This earnings release includes information that does not conform to U.S. generally accepted accounting principles (“GAAP”), including Adjusted EBITDA, Adjusted Corporate expenses, Funds From Operations (“FFO”) and Adjusted Funds From Operations (“AFFO”). The Company presents this information because the Company believes these non-GAAP measures help investors better understand the Company’s operating performance as compared to other out-of-home advertisers, and these metrics are widely used by such companies in practice. Please refer to the reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures below.
The Company defines, and uses, these non-GAAP financial measures as follows:
•Adjusted EBITDA is defined as income (loss) from continuing operations, plus: income tax expense (benefit) attributable to continuing operations; all non-operating expenses (income), including other expense (income), gain on extinguishment of debt and interest expense, net; other operating expense (income), net; depreciation, amortization and impairment charges; share-based compensation expense included within corporate expenses; and restructuring and other costs included within operating expenses. Restructuring and other costs include costs associated with cost savings initiatives such as severance, consulting and termination costs and other special costs.
The Company uses Adjusted EBITDA as one of the primary measures for the planning and forecasting of future periods, as well as for measuring performance for compensation of Company executives and other members of Company management. The Company believes Adjusted EBITDA is useful for investors because it allows investors to view performance in a manner similar to the method used by Company management and helps improve investors' ability to understand the Company’s operating performance, making it easier to compare the Company's results with other companies that have different capital structures or tax rates. In addition, the Company believes Adjusted EBITDA is among the primary measures used externally by the Company's investors, analysts and peers in its industry for purposes of valuation and comparing the operating performance of the Company to other companies in its industry.
•As part of the calculation of Adjusted EBITDA, the Company also presents the non-GAAP financial measure of “Adjusted Corporate expenses,” which the Company defines as corporate expenses excluding share-based compensation expense and restructuring and other costs.
•The Company uses the National Association of Real Estate Investment Trusts (“Nareit”) definition of FFO, which is consolidated net income (loss) before: depreciation, amortization and impairment of real estate; gains or losses from the disposition of real estate; and adjustments to eliminate unconsolidated affiliates and noncontrolling interests. The Company defines AFFO as FFO excluding discontinued operations and before the following adjustments for continuing operations: maintenance capital expenditures; straight-line rent effects; depreciation, amortization and impairment of non-real estate; amortization of deferred financing costs and discounts; share-based compensation expense; deferred taxes; restructuring and other costs; transaction costs; foreign exchange transaction gain or loss; non-service related pension costs or benefits; and other items, including adjustment for unconsolidated affiliates and noncontrolling interest and nonrecurring infrequent or unusual gains or losses.
The Company is not a Real Estate Investment Trust (“REIT”). However, the Company competes directly with REITs that present the non-GAAP measures of FFO and AFFO and, accordingly, believes that presenting such measures will be helpful to investors in evaluating the Company’s operations with the same terms used by the Company’s direct competitors. The Company calculates FFO in accordance with the definition adopted by Nareit. Nareit does not restrict presentation of non-GAAP measures traditionally presented by REITs by entities that are not REITs. In addition, the Company believes FFO and AFFO are already among the primary measures used externally by the Company’s investors, analysts and competitors in its industry for purposes of valuation and comparing the operating performance of the Company to other companies in its industry. The Company does not use, and you should not use, FFO and AFFO as an indication of the Company’s ability to fund its cash needs or pay dividends or make other distributions. Because the Company is not a REIT, the Company does not have an obligation to pay dividends or make distributions to stockholders and does not intend to pay dividends for the foreseeable future. Moreover, the presentation of these measures should not be construed as an indication that the Company is currently in a position to convert into a REIT.
13

A significant portion of the Company's advertising operations is conducted in foreign markets, principally Europe, and Company management reviews the results from its foreign operations on a constant dollar basis. The Company presents the GAAP measures of revenue, direct operating and SG&A expenses, corporate expenses and Segment Adjusted EBITDA, as well as the non-GAAP financial measures of Adjusted EBITDA, Adjusted Corporate expenses, FFO and AFFO, excluding movements in foreign exchange rates because Company management believes that viewing certain financial results without the impact of fluctuations in foreign currency rates facilitates period-to-period comparisons of business performance and provides useful information to investors. These measures, which exclude the effects of foreign exchange rates, are calculated by converting the current period's amounts in local currency to U.S. dollars using average monthly foreign exchange rates for the same period of the prior year.
Since these non-GAAP financial measures are not calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, the most directly comparable GAAP financial measures as an indicator of operating performance or, in the case of Adjusted EBITDA, FFO and AFFO, the Company’s ability to fund its cash needs. In addition, these measures may not be comparable to similar measures provided by other companies. See reconciliations of loss from continuing operations to Adjusted EBITDA, corporate expenses to Adjusted Corporate expenses, and consolidated net loss to FFO and AFFO in the tables set forth below. This data should be read in conjunction with the Company’s most recent Annual Report on Form 10-K, Form 10-Qs and Form 8-Ks, which are available on the Investor Relations page of the Company’s website at investor.clearchannel.com.
Reconciliation of Income (Loss) from Continuing Operations to Adjusted EBITDA
Three Months Ended
December 31,		Year Ended
December 31,
(in thousands)2023202220232022
Income (loss) from continuing operations $25,386 $106,496 $(157,107)$(47,303)
Adjustments:
Income tax benefit attributable to continuing operations(5,195)(79,947)(17,217)(80,392)
Other (income) expense, net(2,681)(23,203)(6,403)37,060 
Gain on extinguishment of debt
— — (3,817)— 
Interest expense, net106,810 98,895 421,434 360,599 
Other operating expense, net1,647 1,457 11,769 2,133 
Impairment charges— — — 22,676 
Depreciation and amortization55,419 65,483 241,828 217,835 
Share-based compensation
5,196 4,121 20,330 20,512 
Restructuring and other costs1
3,405 644 24,399 11,741 
Adjusted EBITDA$189,987 $173,946 $535,216 $544,861 
1Restructuring and other costs during the years ended December 31, 2023 and 2022 include expenses of $19.0 million and $7.1 million, respectively, recorded for the resolution of the investigation of the Company’s former indirect, non-wholly-owned subsidiary, Clear Media Limited.
Reconciliation of Corporate Expenses to Adjusted Corporate Expenses
Three Months Ended
December 31,		Year Ended
December 31,
(in thousands)2023202220232022
Corporate expenses$(42,897)$(38,529)$(172,324)$(161,852)
Share-based compensation5,196 4,121 20,330 20,512 
Restructuring and other costs1
1,168 258 21,337 9,963 
Adjusted Corporate expenses$(36,533)$(34,150)$(130,657)$(131,377)
1Restructuring and other costs during the years ended December 31, 2023 and 2022 include expenses of $19.0 million and $7.1 million, respectively, recorded for the resolution of the investigation of the Company’s former indirect, non-wholly-owned subsidiary, Clear Media Limited.
14

Reconciliation of Consolidated Net Income (Loss) to FFO and AFFO
Three Months Ended
December 31,		Year Ended
December 31,
(in thousands)2023202220232022
Consolidated net income (loss)$26,003 $99,438 $(308,816)$(94,388)
Depreciation and amortization of real estate48,738 66,271 226,724 217,856 
Net loss on disposition of real estate (excludes condemnation proceeds)1
10,229 984 108,322 8,066 
Impairment of real estate— — — 22,676 
Adjustment for unconsolidated affiliates and non-controlling interests
(1,858)(1,055)(3,849)(4,219)
Funds From Operations (FFO)83,112 165,638 22,381 149,991 
Less: FFO from discontinued operations
12,913 1,043 (34,759)(19,503)
FFO from continuing operations
70,199 164,595 57,140 169,494 
Capital expenditures–maintenance(12,110)(17,526)(44,977)(44,983)
Straight-line rent effect617 814 4,730 1,877 
Depreciation and amortization of non-real estate7,457 7,379 29,542 30,809 
Gain on extinguishment of debt
— — (3,817)— 
Amortization of deferred financing costs and discounts2,878 2,855 11,666 11,236 
Share-based compensation5,196 4,121 20,330 20,512 
Deferred taxes(10,580)(85,037)(29,044)(88,975)
Restructuring and other costs2
3,405 644 24,399 11,741 
Transaction costs6,555 871 13,262 10,482 
Foreign exchange transaction (gain) loss
(4,450)(23,301)(11,895)39,666 
Other items3
4,040 811 11,678 2,128 
Adjusted Funds From Operations (AFFO)$73,207 $56,226 $83,014 $163,987 
1Net loss on disposition of real estate for the three months ended December 31, 2023 includes a loss of $11.4 million on the sale of our former business in France and, for the year ended December 31, 2023, includes a loss of $212.0 million on the sale of our former business in France, partially offset by gains of $96.4 million and $11.2 million from the sales of our former businesses in Switzerland and Italy, respectively.
2Restructuring and other costs during the years ended December 31, 2023 and 2022 include expenses of $19.0 million and $7.1 million, respectively, recorded for the resolution of the investigation of the Company’s former indirect, non-wholly-owned subsidiary, Clear Media Limited.
3Other items for the year ended December 31, 2023 include expenses related to the CCOH 9.000% Senior Secured Notes issuance and Term Loan Facility prepayment.
15

Reconciliation of Loss from Continuing Operations Guidance1 to Adjusted EBITDA Guidance1
Full Year of 2024
(in millions)LowHigh
Loss from continuing operations$(131)$(101)
Adjustments:
Income tax expense attributable to continuing operations9 9 
Other expense, net1 1 
Interest expense, net422 427 
Other operating expense, net13 13 
Depreciation and amortization215 215 
Share-based compensation
16 16 
Restructuring and other costs
5 5 
Adjusted EBITDA$550 $585 
1Guidance excludes movements in FX
Reconciliation of Loss from Continuing Operations Guidance1 to AFFO Guidance1
Full Year of 2024
(in millions)LowHigh
Loss from continuing operations$(131)$(101)
Depreciation and amortization of real estate184 184 
Net gain on disposition of real estate (excludes condemnation proceeds)
(1)(1)
Adjustment for unconsolidated affiliates and non-controlling interests
(6)(6)
FFO from continuing operations
46 76 
Capital expenditures–maintenance(42)(47)
Straight-line rent effect(8)(8)
Depreciation and amortization of non-real estate31 31 
Amortization of deferred financing costs and discounts11 11 
Share-based compensation16 16 
Deferred taxes(7)(7)
Restructuring and other costs5 5 
Other items23 23 
Adjusted Funds From Operations (AFFO)$75 $100 
1Guidance excludes movements in FX.
Conference Call
The Company will host a conference call to discuss these results on February 26, 2024 at 8:30 a.m. Eastern Time. The conference call number is 866-424-2432 (U.S. callers) or +1 215-268-9862 (international callers). A live audio webcast of the conference call will be available on the “Events and Presentations” section of the Company’s investor website (investor.clearchannel.com). A replay of the webcast will be available after the live conference call on the “Events and Presentations” section of the Company’s investor website.

16

About Clear Channel Outdoor Holdings, Inc.
Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) is at the forefront of driving innovation in the out-of-home advertising industry. Our dynamic advertising platform is broadening the pool of advertisers using our medium through the expansion of digital billboards and displays and the integration of data analytics and programmatic capabilities that deliver measurable campaigns that are simpler to buy. By leveraging the scale, reach and flexibility of our diverse portfolio of assets, we connect advertisers with millions of consumers every month across more than 325,000 print and digital displays in 19 countries, excluding businesses held for sale.
For further information, please contact:
Investors:
Eileen McLaughlin
Vice President - Investor Relations
(646) 355-2399
InvestorRelations@clearchannel.com
Cautionary Statement Concerning Forward-Looking Statements
Certain statements in this earnings release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Clear Channel Outdoor Holdings, Inc. and its subsidiaries (the “Company”) to be materially different from any future results, performance, achievements, guidance, goals and/or targets expressed or implied by such forward-looking statements. The words “guidance,” “believe,” “expect,” “anticipate,” “estimate,” “forecast,” “goals,” “targets” and similar words and expressions are intended to identify such forward-looking statements. In addition, any statements that refer to expectations or other characterizations of future events or circumstances, such as statements about our guidance, outlook, long-term forecast, goals or targets; our business plans and strategies; our expectations about the timing, closing, satisfaction of closing conditions, use of proceeds and benefits of the sales of our European businesses as well as expectations about certain markets and strategic review processes; industry and market trends; and our liquidity, are forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict.
Various risks that could cause future results to differ from those expressed by the forward-looking statements included in this earnings release include, but are not limited to: continued economic uncertainty, an economic slowdown or a recession; 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; the difficulty, cost and time required to implement our strategy, including optimizing our portfolio, and the fact that we may not realize the anticipated benefits therefrom; our ability to obtain and renew key contracts with municipalities, transit authorities and private landlords; competition; regulations and consumer concerns regarding privacy, digital services, data protection and the use of artificial intelligence; a breach of our information security 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, regulations and disclosure standards; the impact of the processes to sell the businesses in our Europe-North segment and in Latin America; the impact of the recent dispositions or agreements to dispose of the businesses in our Europe-South segment and the potential dispositions of our other international businesses, as well as other strategic transactions or acquisitions; third-party claims of intellectual property infringement, misappropriation or other violation against us or our suppliers; risks of doing business in foreign countries; fluctuations in exchange rates and currency values; 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; our ability to continue to comply with the applicable listing standards of the New York Stock Exchange; the restrictions contained in the agreements governing our indebtedness limiting our flexibility in operating our business; the effect of analyst or credit ratings downgrades; our dependence on our management team and other key individuals; continued scrutiny and changing expectations from investors, lenders, customers, government regulators, municipalities, activists and other stakeholders; and certain other factors set forth in our filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this earnings release. Other key risks are described in the section entitled "Item 1A. Risk Factors" of the Company’s reports filed with the SEC, including the Company's Annual Report on Form 10-K for the year ended December 31, 2023. The Company does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.
17

Exhibit 99.2
CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(UNAUDITED)

(In thousands)Three Months Ended
December 31,		Year Ended
December 31,
2023202220232022
Revenue$198,060 $169,285 $641,292 $585,707 
Operating expenses:
Direct operating expenses(1)
110,715 95,448 409,415 371,071 
Selling, general and administrative expenses(1)
35,731 27,951 117,171 108,540 
Corporate expenses(1)
13,752 12,008 47,826 51,806 
Depreciation and amortization10,709 10,247 40,497 38,620 
Other operating expense (income), net(4,027)1,558 1,653 2,818 
Operating income31,180 22,073 24,730 12,852 
Interest expense, net(8,784)(10,839)(45,350)(42,279)
Other income (expense), net10,458 35,549 17,371 (45,987)
Income (loss) from continuing operations before income taxes32,854 46,783 (3,249)(75,414)
Income tax expense attributable to continuing operations(4,499)(5,977)(5,860)(6,664)
Income (loss) from continuing operations28,355 40,806 (9,109)(82,078)
Income (loss) from discontinued operations(2),(3)
6,288 3,553 (111,523)(33,941)
Consolidated net income (loss)34,643 44,359 (120,632)(116,019)
Less: Net income (loss) attributable to noncontrolling interests37 26 95 (40)
Net income (loss) attributable to the Company$34,606 $44,333 $(120,727)$(115,979)

(1)Excludes depreciation and amortization.
(2)Loss from discontinued operations for the year ended December 31, 2023 includes a loss on the sale of the former business in France, partially offset by gains from the sales of the former businesses in Switzerland and Italy.
(3)The difference between income (loss) from discontinued operations reported herein and income (loss) from discontinued operations reported in the Clear Channel Outdoor Holdings, Inc. (“CCOH”) and Subsidiaries Consolidated Statements of Loss and Notes to the Consolidated Financial Statements for each period primarily results from CCOH expenses that are not recognized as expenses of Clear Channel International B.V. and Subsidiaries and are classified as discontinued operations of CCOH. These expenses include costs related to the strategic reviews and income tax expense attributable to the sale of businesses.

v3.24.0.1
Cover
Feb. 26, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 26, 2024
Entity Registrant Name CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-32663
Entity Tax Identification Number 88-0318078
Entity Address, Address Line One 4830 North Loop 1604W
Entity Address, Address Line Two Suite 111
Entity Address, City or Town San Antonio
Entity Address, State or Province TX
Entity Address, Postal Zip Code 78249
City Area Code 210
Local Phone Number 547-8800
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value per share
Trading Symbol CCO
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001334978
Amendment Flag false
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