8-K

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): September 11, 2023

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

Not Applicable

(Former name or former address, if changed since last report)

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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	CCO	New 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. ☐

Item 2.02    Results of Operations and Financial Condition    

To the extent that the information in Item 7.01 and Exhibit 99.1 is responsive to Item 2.02 because it relates to a completed fiscal period, such information is incorporated by reference into this Item 2.02.

Item 7.01    Regulation FD Disclosure    

Clear Channel Outdoor Holdings, Inc. (the “Company”) is furnishing Exhibit 99.1 to provide certain segment financial information reflecting quarterly and annual financial results for the year ended December 31, 2019 for the Company’s America and Airports segments, based on the Company’s new segment reporting, which was adopted during the fourth quarter of 2022 as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 28, 2023. A copy of the information is also available on the Investor Relations section of the Company’s website at investor.clearchannel.com/financials.

In accordance with General Instruction B.2 of Form 8-K, the information under Items 2.02 and 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 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 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits    

(d) Exhibits

Exhibit Number	Description
99.1	Certain segment financial information of Clear Channel Outdoor Holdings, Inc. reflecting quarterly and annual results for the year ended December 31, 2019 for America and Airports
104	Cover Page Interactive Data File (formatted as inline XBRL)

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: September 11, 2023	By:	/s/ Brian D. Coleman
		Brian D. Coleman
		Chief Financial Officer

EX-99.1

Clear Channel Outdoor Holdings Certain Financial Information based on new Segment Reporting: 2019 Quarterly and Annual Results September 11, 2023

Supplemental Disclosures Reportable Segments Effective December 31, 2022, 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 France and Spain, and prior to their sales on March 31, 2023 and May 31, 2023, respectively, Switzerland and Italy. The Company’s remaining operations in Latin America and Singapore are disclosed as “Other.” This presentation provides certain segment financial information reflecting quarterly and annual financial results for the year ended December 31, 2019 for America and Airports based on the Company’s new segment reporting, which was adopted during the fourth quarter of 2022 as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 28, 2023. Segment Adjusted EBITDA 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. This presentation 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.

Revenue for each segment in effect as of the fourth quarter of 2022 (In thousands) Three Months Ended Year Ended March 31, June 30, September 30, December 31, December 31, 2019 2019 2019 2019 2019 Revenue: America $ 224,430 $ 279,280 $ 279,844 $ 286,416 $ 1,069,970 Airports 48,292 47,862 48,406 58,488 203,048 Certain financial information for 2019 for America and Airports segments (in effect as of the fourth quarter of 2022) Segment Adjusted EBITDA1: America $ 82,874 $ 128,523 $ 128,071 $ 133,393 $ 472,861 Airports 8,255 8,224 8,420 12,375 37,274 1 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. Capital Expenditures: America $ 8,333 $ 10,923 $ 16,702 $ 30,192 $ 66,150 Airports 3,075 5,007 2,444 6,031 16,557

XML

Cover Page	Sep. 11, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 11, 2023
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