Clear Channel Outdoor Holdings (CCO)

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations with “Selected Historical Consolidated Financial and Other Data,” “Unaudited Pro Forma Condensed Consolidated Financial Statements” and the historical consolidated financial statements and related notes included elsewhere in this offering circular. In this section, the terms “we,” “our,” “ours,” “us,” the “Company” and “Clear Channel Outdoor Holdings” refer collectively to Clear Channel Outdoor Holdings, Inc. and its consolidated subsidiaries.

The issuer of the notes is Clear Channel Worldwide Holdings, which is an indirect, wholly-owned subsidiary of Clear Channel Outdoor Holdings. Clear Channel Worldwide Holdings is a holding company that owns 100% of our International segment through the indirect ownership of numerous international subsidiaries. Clear Channel Worldwide Holdings also owns certain other immaterial subsidiaries that are included in our Americas segment. Clear Channel Worldwide Holdings has no direct operations or operating assets.

This discussion contains forward-looking statements about our markets, the demand for our products and services and our future results. We based these statements on assumptions that we consider reasonable. Actual results may differ materially from those suggested by our forward-looking statements for various reasons including those discussed in the “Risk Factors” and “Forward-Looking Statements” sections of this offering circular. Those sections expressly qualify all subsequent oral and written forward-looking statements attributable to us or persons acting on our behalf. We do not have any intention or obligation to update forward-looking statements included in this offering circular.