Industry Overview - The Zacks Advertising and Marketing industry includes a wide range of services such as advertising, branding, digital marketing, and healthcare marketing, with major players like Interpublic and Omnicom [2] - The pandemic has significantly changed how industry players operate, leading to a focus on strategic initiatives and demand sources in the post-pandemic era [2] Economic Indicators - The economy showed resilience with a GDP growth of 3% in Q2 2025, following a 0.5% decline in Q1, and non-manufacturing activities remained strong as indicated by the Services PMI staying above 50% for 12 of the last 13 months [3] Demand and Revenue Trends - The industry is mature with stable demand for services, and revenues, income, and cash flows are expected to gradually return to pre-pandemic levels, supporting stable dividends for most players [4] - Digital marketing is gaining traction as consumers spend more time on digital platforms, positioning agencies that offer these services for growth [5] Industry Performance - The Zacks Advertising and Marketing industry currently holds a Zacks Industry Rank of 71, placing it in the top 29% of 246 Zacks industries, indicating solid near-term prospects [6] - Over the past year, the industry has underperformed the S&P 500, declining 32% compared to the S&P 500's growth of 16% [7] Valuation Metrics - The industry is trading at a forward 12-month price-to-earnings (P/E) ratio of 9X, significantly lower than the S&P 500's 22.85X and the sector's 21.73X [10] Company Highlights - **Interpublic**: The company benefits from a diverse workforce and has shown commitment to shareholder returns, paying dividends of $479.1 million in 2024 and 2023, indicating confidence in its business [13][14] - The Zacks Consensus Estimate for Interpublic's 2025 EPS has increased by 9.5% to $2.88, with a Zacks Rank of 1 (Strong Buy) [15] - **Omnicom**: The company offers a broad range of services and focuses on consumer-centric solutions, which helps in driving stable and growing revenues [19] - The Zacks Consensus Estimate for Omnicom's 2025 bottom line has been revised upwards by 2% to $8.48, with a Zacks Rank of 2 (Buy) [20] - **Clear Channel Outdoor**: The company reported a 7% year-over-year revenue increase, driven by digital advertising, and has nearly 90% of upcoming revenues under contract, positioning it for continued financial strength [23] - The Zacks Consensus Estimate for Clear Channel Outdoor's 2025 bottom line has been revised upwards by more than 100% to 11 cents, with a Zacks Rank of 2 [24]

Financial Data and Key Metrics Changes - Consolidated revenue for Q2 2025 was $402.8 million, a 7% increase year-over-year [5][13] - Income from continuing operations was $6.3 million, and adjusted EBITDA was $128.6 million, up 7.7% [13] - AFFO increased significantly by 75.9% to $27.8 million [14] Business Line Data and Key Metrics Changes - Americas segment revenue reached $303.1 million, a 4.4% increase, driven by digital revenue growth of 11.1% and local sales up 7.4% [14] - Airport segment revenue was $99.7 million, up 15.6%, with national sales increasing by 15.4% and local sales by 15.9% [15] - Segment adjusted EBITDA for Americas was $127.6 million, up 0.5%, while airport segment adjusted EBITDA was $24.3 million, up 27.6% [15][16] Market Data and Key Metrics Changes - Strong performance noted in markets such as San Francisco, benefiting from market recovery and AI-related investments [5] - Continued strength in categories like business services, technology, banking, and insurance [5] Company Strategy and Development Direction - The company is focused on maximizing ROI from its digital footprint and data analytics to scale its business and enhance cash generation [4] - Ongoing efforts to leverage technology for more compelling media offerings to advertisers, including the rollout of the in-flight insights campaign attribution solution [7][8] - The company is transitioning to a US-focused organization, with plans to close the sale of its Brazilian business and ongoing sale processes in Spain [11] Management's Comments on Operating Environment and Future Outlook - Management expressed a positive outlook for the second half of the year, citing strong fundamentals in out-of-home advertising [4][10] - The company is confident in achieving nearly 90% of its Q3 revenue guidance under contract, indicating a solid business pipeline [11] - Management emphasized the importance of driving revenue growth to achieve operating leverage and enhance shareholder value [20][21] Other Important Information - The company has taken significant capital structure actions, including refinancing approximately 40% of its debt maturities and extending credit facilities to June 2030 [6][18] - Liquidity at the end of the quarter was $351 million, including $139 million in cash [17] Q&A Session Summary Question: Trade-off between paying down debt and investing in digital boards - Management indicated that both paying down debt and investing in the business are priorities, emphasizing the need for growth to facilitate debt reduction [26][30] Question: Status of future joint ventures and partnerships - Management stated that dialogues are ongoing regarding creative commercial solutions, but no specific updates were available [32] Question: Comparison of contracted revenue for Q3 to prior years - Management noted that the contracted amount is typical for this stage in the quarter and does not indicate weakness [38][40] Question: Specifics on the in-flight insights campaign attribution - The solution is specific to the company and offers timely insights compared to competitors [41][43] Question: Future steps regarding unsecured debt - Management plans to utilize free cash flow and asset sale proceeds to address unsecured debt [50] Question: Factors impacting airport segment margins - Strong top-line performance and site lease relief contributed to elevated margins in the airport segment [62][64] Question: Trends within static versus digital advertising - Management expects digital to outperform static due to increased capital investment, but acknowledges the continued demand for static advertising [96]

Financial Performance - Consolidated revenue increased by 70% to $403 million[13] - Adjusted EBITDA rose by 77% to $129 million[13] - AFFO increased significantly by 759% to $28 million[13] - America segment revenue increased by 44% to $303 million[14] - Airports segment revenue increased significantly by 156% to $100 million[17] Segment Highlights - America's digital revenue grew by 111% to $114 million[16] - Airports' digital revenue increased by 315% to $64 million[19] - Site lease expense for America increased by 111% to $94 million[16] - Site lease expense for Airports increased by 134% to $60 million[19] Capital Structure - Debt decreased by $226 million, reaching $5067 billion[24]

Clear Channel Outdoor Holdings 2025 Second Quarter Results August 5, 2025 Safe harbor statement and other information Forward-Looking Statements Certain statements in this presentation are considered "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. These 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 ( ...

Core Insights - Clear Channel Outdoor (CCO) reported a quarterly loss of $0.04 per share, consistent with the Zacks Consensus Estimate, and an improvement from a loss of $0.06 per share a year ago [1] - The company generated revenues of $402.81 million for the quarter ended June 2025, exceeding the Zacks Consensus Estimate by 0.80%, but down from $558.54 million year-over-year [2] - CCO's stock has declined approximately 19.7% year-to-date, contrasting with the S&P 500's gain of 7.6% [3] Earnings Outlook - The future performance of CCO's stock will largely depend on management's commentary during the earnings call and the earnings outlook [4] - The current consensus EPS estimate for the upcoming quarter is -$0.05 on revenues of $390.4 million, and for the current fiscal year, it is $0.02 on revenues of $1.57 billion [7] Industry Context - The Advertising and Marketing industry, to which CCO belongs, is currently ranked in the top 32% of over 250 Zacks industries, indicating a favorable outlook [8] - Empirical research suggests a strong correlation between near-term stock movements and trends in earnings estimate revisions, which can be tracked using tools like the Zacks Rank [5][6]

Core Insights - Clear Channel Outdoor Holdings, Inc. reported a consolidated revenue increase of 7.0% for Q2 2025, driven by growth in the America and Airports segments, with a positive outlook for the second half of the year [2][4][12] - The company has successfully refinanced approximately 40% of its debt maturities, extending them to 2031 and 2033, with the nearest maturity now in 2028 [2][9][30] Financial Performance - Consolidated revenue for Q2 2025 was $402.8 million, compared to $376.5 million in Q2 2024, marking a 7.0% increase [5][13] - Income from continuing operations improved to $6.3 million in Q2 2025 from a loss of $25.4 million in Q2 2024 [5][33] - Adjusted EBITDA for Q2 2025 was $128.6 million, up 7.7% from $119.4 million in Q2 2024 [5][17] Segment Performance - Revenue from the America segment increased by 4.4% to $303.1 million in Q2 2025, while the Airports segment saw a 15.6% increase to $99.7 million [13][19] - Digital revenue in the America segment rose by 11.1% to $113.8 million, reflecting the addition of new digital billboards and increased demand [19][21] Debt Management - The company repurchased $229.7 million of senior notes in Q2 2025, contributing to a year-to-date debt reduction of approximately $605 million [8][27] - A private offering of $2.05 billion in senior secured notes was closed on August 4, 2025, to fund the redemption of existing senior secured notes due in 2027 and 2028 [9][28] Guidance and Outlook - For Q3 2025, the company expects consolidated revenue between $395 million and $410 million, representing a year-over-year increase of 5% to 9% [11] - The full-year 2025 revenue guidance has been updated to a range of $1.57 billion to $1.60 billion, reflecting a 4% to 6% increase from the previous year [12] Market Position - As of June 30, 2025, the company operated over 61,400 print and digital out-of-home advertising displays across 81 Designated Market Areas in the U.S., including 43 of the top 50 markets [21][22]

PART I—FINANCIAL INFORMATION This section presents the unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations [ITEM 1. FINANCIAL STATEMENTS](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements and their detailed explanatory notes [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) Presents the Company's financial position, detailing assets, liabilities, and stockholders' deficit at specific reporting dates | (In thousands) | June 30, 2025 | December 31, 2024 | Change (Absolute) | Change (%) | | :--------------------------------- | :-------------- | :---------------- | :---------------- | :--------- | | Cash and cash equivalents | $138,573 | $109,707 | $28,866 | 26.3% | | Total Current Assets | $664,778 | $1,659,044 | $(994,266) | -59.9% | | Total Assets | $3,766,618 | $4,804,263 | $(1,037,645) | -21.6% | | Total Current Liabilities | $577,992 | $1,271,978 | $(693,986) | -54.6% | | Total Liabilities | $7,168,822 | $8,444,046 | $(1,275,224) | -15.1% | | Total Stockholders' Deficit | $(3,402,204) | $(3,639,783) | $237,579 | 6.5% | [Consolidated Statements of Income (Loss)](index=5&type=section&id=Consolidated%20Statements%20of%20Income%20(Loss)) Details the Company's revenues, expenses, and net income or loss for the reporting periods, including earnings per share | (In thousands, except per share data) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (Absolute) | Change (%) | | :------------------------------------ | :------------------------------- | :------------------------------- | :---------------- | :--------- | | Revenue | $402,808 | $376,483 | $26,325 | 7.0% | | Operating income | $77,424 | $68,430 | $8,994 | 13.1% | | Income (loss) from continuing operations | $6,331 | $(25,414) | $31,745 | NM | | Income (loss) from discontinued operations | $4,318 | $(13,220) | $17,538 | NM | | Consolidated net income (loss) | $10,649 | $(38,634) | $49,283 | NM | | Net income (loss) attributable to the Company | $9,520 | $(39,170) | $48,690 | NM | | Basic EPS | $0.02 | $(0.08) | $0.10 | NM | | Diluted EPS | $0.02 | $(0.08) | $0.10 | NM | | (In thousands, except per share data) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (Absolute) | Change (%) | | :------------------------------------ | :----------------------------- | :----------------------------- | :---------------- | :--------- | | Revenue | $736,988 | $703,323 | $33,665 | 4.8% | | Operating income | $122,414 | $112,315 | $10,099 | 9.0% | | Income (loss) from continuing operations | $(48,971) | $(94,638) | $45,667 | NM | | Income (loss) from discontinued operations | $122,833 | $(33,079) | $155,912 | NM | | Consolidated net income (loss) | $73,862 | $(127,717) | $201,579 | NM | | Net income (loss) attributable to the Company | $72,029 | $(128,837) | $200,866 | NM | | Basic EPS | $0.15 | $(0.26) | $0.41 | NM | | Diluted EPS | $0.15 | $(0.26) | $0.41 | NM | [Consolidated Statements of Comprehensive Income (Loss)](index=6&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) Reports net income or loss alongside other comprehensive income items, such as foreign currency translation adjustments, for the periods presented | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (Absolute) | Change (%) | | :------------------------------------------------------------------------------------------------ | :------------------------------- | :------------------------------- | :---------------- | :--------- | | Net income (loss) attributable to the Company | $9,520 | $(39,170) | $48,690 | NM | | Foreign currency translation adjustments | $8,596 | $(4,615) | $13,211 | NM | | Reclassification adjustment for realized net losses from cumulative translation adjustments and pension related to sold businesses | — | — | — | NM | | Other comprehensive income (loss) | $8,596 | $(4,615) | $13,211 | NM | | Comprehensive income (loss) attributable to the Company | $18,098 | $(43,785) | $61,883 | NM | | (In thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (Absolute) | Change (%) | | :------------------------------------------------------------------------------------------------ | :----------------------------- | :----------------------------- | :---------------- | :--------- | | Net income (loss) attributable to the Company | $72,029 | $(128,837) | $200,866 | NM | | Foreign currency translation adjustments | $31,252 | $(16,411) | $47,663 | NM | | Reclassification adjustment for realized net losses from cumulative translation adjustments and pension related to sold businesses | $128,890 | — | $128,890 | NM | | Other comprehensive income (loss) | $160,142 | $(16,411) | $176,553 | NM | | Comprehensive income (loss) attributable to the Company | $232,149 | $(145,243) | $377,392 | NM | [Consolidated Statements of Changes in Stockholders' Deficit](index=7&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Deficit) Outlines changes in equity components, including net income, share-based compensation, and foreign currency adjustments, over the reporting periods | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | | Balances at March 31 | $(3,420,724) | $(3,546,492) | | Net income (loss) | $10,649 | $(38,634) | | Share-based compensation | $7,326 | $7,546 | | Foreign currency translation adjustments | $8,596 | $(4,615) | | Balances at June 30 | $(3,402,204) | $(3,590,577) | | (In thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :----------------------------- | :----------------------------- | | Balances at December 31 | $(3,639,783) | $(3,450,743) | | Net income (loss) | $73,862 | $(127,717) | | Share-based compensation | $12,762 | $12,845 |\ | Foreign currency translation adjustments | $31,252 | $(16,411) | | Disposition of businesses | $128,890 | — | | Balances at June 30 | $(3,402,204) | $(3,590,577) | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Summarizes cash inflows and outflows from operating, investing, and financing activities for the reporting periods | (In thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (Absolute) | Change (%) | | :------------------------------------ | :----------------------------- | :----------------------------- | :---------------- | :--------- | | Net cash provided by (used for) operating activities | $2,326 | $(3,972) | $6,298 | NM | | Net cash provided by (used for) investing activities | $557,286 | $(50,828) | $608,114 | NM | | Net cash used for financing activities | $(585,281) | $(5,711) | $(579,570) | NM | | Net decrease in cash, cash equivalents and restricted cash | $(21,255) | $(62,604) | $41,349 | 66.0% | | Cash, cash equivalents and restricted cash at end of period | $150,817 | $197,937 | $(47,120) | -23.8% | [Condensed Notes to Consolidated Financial Statements](index=9&type=section&id=Condensed%20Notes%20to%20Consolidated%20Financial%20Statements) Provides detailed explanations and additional information supporting the condensed consolidated financial statements [Note 1. Basis of Presentation](index=9&type=section&id=Note%201.%20Basis%20of%20Presentation) This note outlines the principles of consolidation, adherence to U.S. GAAP for interim reporting, the use of management estimates, and the classification of certain international businesses as discontinued operations - The Company classified its Europe-North segment and Latin American businesses as discontinued operations as of December 31, 2024, in addition to its business in Spain, which was classified as discontinued operations in 2023[25](index=25&type=chunk) - These consolidated financial statements are prepared in accordance with U.S. GAAP applicable to interim financial reporting and include all normal and recurring adjustments necessary. Certain information and footnote disclosures required for annual financial statements have been condensed or omitted[22](index=22&type=chunk)[23](index=23&type=chunk) [Note 2. Dispositions and Discontinued Operations](index=10&type=section&id=Note%202.%20Dispositions%20and%20Discontinued%20Operations) This note details the sales of several international businesses in 2025, including Mexico, Peru, Chile, and the Europe-North segment, and the ongoing sales process for Brazil and Spain. It also provides financial data for assets, liabilities, and income/loss from discontinued operations Dispositions in 2025 | Business Sold | Sale Date | Purchase Price (in millions) | Gain on Sale (in millions) | Net Cash Proceeds (as of June 30, 2025, in millions) | | :-------------------------------- | :-------- | :--------------------------- | :------------------------- | :--------------------------------------------------- | | Mexico, Peru, Chile | Feb 5, 2025 | $34.0 | $69.5 | $12.6 | | Europe-North segment | Mar 31, 2025 | $625.0 | $65.9 | $576.7 | | Brazil (definitive agreement) | May 6, 2025 | ~$14.7 | $(47.9) (cumulative loss) | Expected later in 2025 | - The sales process for the Company's remaining discontinued operations in Spain is ongoing and is expected to occur within the next year, subject to regulatory approval and other closing conditions[31](index=31&type=chunk) Income (Loss) from Discontinued Operations | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue | $42,579 | $214,033 | $216,505 | $391,426 | | Income (loss) from discontinued operations, net of income taxes | $4,318 | $(13,220) | $122,833 | $(33,079) | Capital Expenditures of Discontinued Operations | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Capital expenditures | $3,727 | $9,313 | $16,022 | $24,213 | [Note 3. Segment Data](index=14&type=section&id=Note%203.%20Segment%20Data) This note details the Company's two reportable segments, America and Airports, and the 'Other' category (Singapore), providing their revenue, Segment Adjusted EBITDA, and capital expenditures. Segment Adjusted EBITDA is the key profitability metric for management - The Company operates two reportable segments: America (U.S. operations excluding airports) and Airports (U.S. and Caribbean airport operations), with remaining operations in Singapore reported as 'Other'[43](index=43&type=chunk) Segment Revenue and Adjusted EBITDA | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | **America Revenue** | $303,111 | $290,207 | $557,304 | $539,984 | | **America Segment Adjusted EBITDA** | $127,601 | $126,980 | $215,472 | $222,444 | | **Airports Revenue** | $99,685 | $86,219 | $179,668 | $163,145 | | **Airports Segment Adjusted EBITDA** | $24,347 | $19,082 | $38,660 | $38,164 | Segment Capital Expenditures | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | America | $8,827 | $13,450 | $18,646 | $22,273 | | Airports | $2,559 | $1,807 | $4,793 | $3,446 | [Note 4. Revenue](index=16&type=section&id=Note%204.%20Revenue) This note outlines the Company's primary revenue sources from advertising displays, distinguishing between contracts with customers (ASC 606) and leases (ASC 842), and disaggregating total revenue by geography - The Company generates revenue primarily from the sale of advertising on printed and digital out-of-home advertising displays, with certain transactions accounted for as leases and others as contracts with customers[50](index=50&type=chunk) Total Revenue from Continuing Operations by Type and Geography | (In thousands) | Revenue from contracts with customers (Q2 2025) | Revenue from leases (Q2 2025) | Total revenue (Q2 2025) | | :------------- | :---------------------------------------------- | :---------------------------- | :---------------------- | | U.S. | $257,549 | $145,247 | $402,796 | | Singapore | $12 | — | $12 | | **Total** | **$257,561** | **$145,247** | **$402,808** | | (In thousands) | Revenue from contracts with customers (YTD 2025) | Revenue from leases (YTD 2025) | Total revenue (YTD 2025) | | :------------- | :----------------------------------------------- | :----------------------------- | :----------------------- | | U.S. | $465,757 | $271,215 | $736,972 | | Singapore | $16 | — | $16 | | **Total** | **$465,773** | **$271,215** | **$736,988** | [Note 5. Long-Term Debt](index=17&type=section&id=Note%205.%20Long-Term%20Debt) This note provides a breakdown of the Company's long-term debt, including various senior secured and senior notes, and details recent debt management activities such as repurchases and a significant refinancing event that extended debt maturities. The Company was in compliance with all debt covenants as of June 30, 2025 Long-Term Debt Outstanding | (In thousands) | Maturity | June 30, 2025 | December 31, 2024 | | :------------------------------------------ | :------- | :------------ | :---------------- | | Term Loan Facility | Aug 2028 | $425,000 | $425,000 | | Clear Channel Outdoor Holdings 5.125% Senior Secured Notes | Aug 2027 | $1,250,000 | $1,250,000 | | Clear Channel Outdoor Holdings 9.000% Senior Secured Notes | Sep 2028 | $750,000 | $750,000 | | Clear Channel Outdoor Holdings 7.875% Senior Secured Notes | Apr 2030 | $865,000 | $865,000 | | Clear Channel Outdoor Holdings 7.750% Senior Notes | Apr 2028 | $899,311 | $995,000 | | Clear Channel Outdoor Holdings 7.500% Senior Notes | Jun 2029 | $905,950 | $1,040,000 | | Clear Channel International B.V. Term Loan Facility | | — | $375,000 | | **Total long-term debt** | | **$5,066,919** | **$5,659,957** | - In Q2 2025, the Company repurchased **$95.7 million** of 7.750% Senior Notes and **$134.1 million** of 7.500% Senior Notes for a total cash payment of **$203.4 million**, resulting in a **$28.8 million** gain on extinguishment of debt[57](index=57&type=chunk) - On August 4, 2025, the Company closed a private offering of **$2.05 billion** in new senior secured notes (7.125% due 2031 and 7.500% due 2033) to redeem in full its **$1.25 billion** 5.125% Senior Secured Notes due 2027 and **$750 million** 9.000% Senior Secured Notes due 2028, satisfying and discharging their indentures[59](index=59&type=chunk)[61](index=61&type=chunk) - As of June 30, 2025, the Company was in compliance with all covenants contained in its debt agreements[54](index=54&type=chunk) [Note 6. Commitments and Contingencies](index=18&type=section&id=Note%206.%20Commitments%20and%20Contingencies) This note addresses the Company's involvement in various legal proceedings arising in the ordinary course of business, for which estimates of probable costs are accrued. The resolution of these claims could materially affect financial results - The Company and its subsidiaries are involved in legal proceedings, including commercial disputes, employment claims, land use, governmental fines, intellectual property, personal injury, and tax disputes[62](index=62&type=chunk)[63](index=63&type=chunk) - Estimates for probable costs of resolving claims are accrued, but future results could be materially affected by changes in assumptions or the effectiveness of strategies[62](index=62&type=chunk) [Note 7. Income Taxes](index=18&type=section&id=Note%207.%20Income%20Taxes) This note details the income tax benefit/expense for continuing operations, highlighting the impact of valuation allowances on effective tax rates. It also mentions a subsequent tax reform event (OBBB) enacted after the reporting period Income Tax Benefit (Expense) Attributable to Continuing Operations | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Current tax expense attributable to continuing operations | $(1,281) | $(337) | $(2,497) | $(830) | | Deferred tax benefit (expense) attributable to continuing operations | $(3,245) | $6,164 | $(3,209) | $6,485 | | Income tax benefit (expense) attributable to continuing operations | $(4,526) | $5,827 | $(5,706) | $5,655 | - The effective tax rates for continuing operations were **41.7%** (Q2 2025) and **(13.2)%** (YTD 2025), primarily impacted by a valuation allowance against deferred tax assets due to uncertainty regarding their realization[64](index=64&type=chunk) - The One Big Beautiful Bill Act (OBBB) was enacted on July 4, 2025, introducing revisions to the Internal Revenue Code, including modifications to bonus depreciation and interest expense limitations. The Company is evaluating its impact for recognition in Q3 2025[66](index=66&type=chunk) [Note 8. Property, Plant and Equipment](index=19&type=section&id=Note%208.%20Property,%20Plant%20and%20Equipment) This note provides a breakdown of the Company's property, plant, and equipment, including structures, land, buildings, furniture, and construction in progress, net of accumulated depreciation Property, Plant and Equipment, Net | (In thousands) | June 30, 2025 | December 31, 2024 | | :----------------------------- | :------------ | :---------------- | | Structures | $1,859,073 | $1,847,953 | | Land, buildings and improvements | $128,231 | $130,325 | | Furniture and other equipment | $99,819 | $96,500 | | Construction in progress | $26,997 | $31,682 | | Property, plant and equipment, gross | $2,114,120 | $2,106,460 | | Less: Accumulated depreciation | $(1,656,706) | $(1,626,473) | | **Property, plant and equipment, net** | **$457,414** | **$479,987** | [Note 9. Intangible Assets and Goodwill](index=19&type=section&id=Note%209.%20Intangible%20Assets%20and%20Goodwill) This note presents the gross carrying amounts and accumulated amortization for major classes of intangible assets, as well as the goodwill balances for the America and Airports segments, noting no changes in goodwill during the period Intangible Assets (Gross Carrying Amount and Accumulated Amortization) | (In thousands) | June 30, 2025 Gross Carrying Amount | June 30, 2025 Accumulated Amortization | December 31, 2024 Gross Carrying Amount | December 31, 2024 Accumulated Amortization | | :------------------------------------ | :------------------------------------ | :------------------------------------- | :-------------------------------------- | :--------------------------------------- | | Permits | $758,482 | $(177,847) | $758,482 | $(145,177) | | Permanent easements | $165,867 | — | $165,031 | — | | Trademarks | $83,569 | $(51,691) | $83,569 | $(47,533) | | Transit, street furniture and other outdoor contractual rights | $206,283 | $(191,456) | $206,283 | $(188,885) | | **Total intangible assets** | **$1,214,201** | **$(420,994)** | **$1,213,365** | **$(381,595)** | Goodwill Balance by Segment | (In thousands) | America | Airports | Consolidated | | :------------- | :--------- | :------- | :----------- | | Balance as of June 30, 2025 | $482,937 | $24,882 | $507,819 | [Note 10. Stockholders' Deficit](index=19&type=section&id=Note%2010.%20Stockholders'%20Deficit) This note details share-based compensation expense, the annual grants of restricted stock units (RSUs) and performance stock units (PSUs) in May 2025, and the Company's new practice of settling share-based awards through the reissuance of treasury shares Share-Based Compensation Expense for Continuing Operations | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Share-based compensation expense | $7,400 | $6,700 | $12,800 | $11,300 | - On May 28, 2025, the Company granted approximately **18.2 million** RSUs and **4.0 million** PSUs to employees. RSUs vest in three equal annual installments, while PSUs vest based on Relative TSR (**65%**) and Cumulative Adjusted EBITDA less capital expenditures (**35%**) over a three-year performance period[73](index=73&type=chunk)[74](index=74&type=chunk)[75](index=75&type=chunk) - Beginning in Q2 2025, the Company started settling certain share-based compensation awards through the reissuance of treasury shares, rather than issuing new shares of common stock[77](index=77&type=chunk) [Note 11. Other Information](index=21&type=section&id=Note%2011.%20Other%20Information) This note provides reconciliations for cash, cash equivalents, and restricted cash, details components of accounts receivable and accrued expenses, and explains changes in other operating income, net, primarily driven by lower transaction costs Reconciliation of Cash, Cash Equivalents and Restricted Cash | (In thousands) | June 30, 2025 | December 31, 2024 | | :---------------------------------------------------- | :------------ | :---------------- | | Cash and cash equivalents in the Balance Sheets | $138,573 | $109,707 | | Cash and cash equivalents included in Current assets of discontinued operations | $8,487 | $54,595 | | Restricted cash included in: Other current assets | $1,321 | $1,116 | | Restricted cash included in: Current assets of discontinued operations | $886 | $6,654 | | Restricted cash included in: Other assets | $1,550 | — | | **Total cash, cash equivalents and restricted cash in the Statements of Cash Flows** | **$150,817** | **$172,072** | Accounts Receivable, Net | (In thousands) | June 30, 2025 | December 31, 2024 | | :---------------------- | :------------ | :---------------- | | Accounts receivable | $342,022 | $355,622 | | Less: Allowance for credit losses | $(11,504) | $(11,526) | | **Accounts receivable, net** | **$330,518** | **$344,096** | Accrued Expenses Components | (In thousands) | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Accrued rent | $43,208 | $54,785 | | Accrued employee compensation and benefits | $26,074 | $41,723 | | Accrued taxes | $13,759 | $14,711 | | Accrued other | $59,167 | $52,396 | | **Total accrued expenses** | **$142,208** | **$163,615** | - Other operating income, net, increased year-over-year primarily due to lower transaction costs associated with structural initiatives and financial advisory services[118](index=118&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's analysis of the Company's financial condition, operational results, and liquidity, including recent strategic and macroeconomic impacts [OVERVIEW](index=24&type=section&id=OVERVIEW) The overview describes the Company's out-of-home advertising business, its two reportable segments (America and Airports), and the classification of certain international businesses as discontinued operations. It highlights recent dispositions, significant debt reduction and refinancing activities, and discusses macroeconomic factors like inflation, interest rates, and trade policies affecting the business - The Company generates revenue by selling advertising on out-of-home displays, including roadside billboards, street furniture, and airport displays, utilizing both digital and printed formats[92](index=92&type=chunk) - In Q1 2025, the Company sold its businesses in Mexico, Peru, and Chile for **$34.0 million** and its Europe-North segment businesses for **$625.0 million**. A definitive agreement to sell the Brazil business for approximately **$14.7 million** was entered into in May 2025, with the Spain sale ongoing[93](index=93&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk) - In the first half of 2025, the Company reduced outstanding debt by approximately **$605 million** through the full prepayment of the **$375.0 million** CCIBV Term Loan Facility and the repurchase of **$229.7 million** aggregate principal amount of Senior Notes[96](index=96&type=chunk)[97](index=97&type=chunk) - On August 4, 2025, the Company closed a private offering of **$2.05 billion** in new senior secured notes to redeem **$2.0 billion** of existing senior secured notes, extending its debt maturity profile[99](index=99&type=chunk) - The U.S. economy continues to face pressure from persistent inflation and elevated interest rates, affecting the Company's cost structure. Global trade policy uncertainties, including expanded tariffs, may also impact material and component costs[101](index=101&type=chunk)[102](index=102&type=chunk) [RESULTS OF OPERATIONS](index=25&type=section&id=RESULTS%20OF%20OPERATIONS) This section provides a detailed analysis of the Company's financial performance for continuing operations, both on a consolidated basis and by segment (America and Airports), and separately discusses the results of discontinued operations. It highlights key revenue drivers, expense changes, and profitability metrics - The discussion of results of operations focuses on continuing operations, with Segment Adjusted EBITDA serving as the primary profitability metric for the America and Airports segments[105](index=105&type=chunk) [Consolidated Results of Continuing Operations](index=26&type=section&id=Consolidated%20Results%20of%20Continuing%20Operations) Consolidated revenue increased by 7.0% in Q2 2025 and 4.8% year-to-date, driven by the MTA contract and strong Airports demand, with digital revenue showing significant growth. Operating expenses rose due to higher site lease and employee compensation costs, but corporate expenses decreased. Net income improved substantially, aided by a gain on debt extinguishment and lower interest expense Consolidated Financial Performance (Continuing Operations) | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (%) | | :------------------------------------ | :------------------------------- | :------------------------------- | :--------- | | Revenue | $402,808 | $376,483 | 7.0% | | Operating income | $77,424 | $68,430 | 13.1% | | Income (loss) from continuing operations before income taxes | $10,857 | $(31,241) | NM | | Income (loss) from continuing operations | $6,331 | $(25,414) | NM | | (In thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (%) | | :------------------------------------ | :----------------------------- | :----------------------------- | :--------- | | Revenue | $736,988 | $703,323 | 4.8% | | Operating income | $122,414 | $112,315 | 9.0% | | Income (loss) from continuing operations before income taxes | $(43,265) | $(100,293) | NM | | Income (loss) from continuing operations | $(48,971) | $(94,638) | NM | Consolidated Digital Revenue Growth | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (%) | | :-------------------- | :------------------------------- | :------------------------------- | :--------- | | Digital revenue | $177,308 | $150,737 | 17.6% | | Percent of total consolidated revenue | 44.0% | 40.0% | 4.0 pp | | (In thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (%) | | :-------------------- | :----------------------------- | :----------------------------- | :--------- | | Digital revenue | $316,189 | $277,566 | 13.9% | | Percent of total consolidated revenue | 42.9% | 39.5% | 3.4 pp | - Consolidated direct operating expenses increased by **11.0%** for the three months and **9.9%** for the six months ended June 30, 2025, primarily due to higher site lease expense from the MTA contract and increased Airports revenue[109](index=109&type=chunk) - Corporate expenses decreased by **8.6%** for the three months and **20.4%** for the six months ended June 30, 2025, driven by lower legal costs, employee compensation, and the receipt of **$10.1 million** in insurance proceeds in the current year[113](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk) - Interest expense, net, decreased by **$4.1 million** for the three months and **$6.4 million** for the six months ended June 30, 2025, primarily due to the repurchase of Senior Notes and lower average interest rates on the Term Loan Facility[119](index=119&type=chunk) - A gain on extinguishment of debt of **$28.8 million** was recognized during the three and six months ended June 30, 2025, related to the repurchase of Senior Notes at a discount[120](index=120&type=chunk) [America Results of Operations](index=28&type=section&id=America%20Results%20of%20Operations) The America segment experienced revenue growth of 4.4% in Q2 2025 and 3.2% year-to-date, primarily driven by the MTA contract and improved performance in the San Francisco/Bay Area market, with digital revenue being a key contributor. Direct operating expenses increased due to higher site lease costs related to the MTA contract America Segment Financial Performance | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (%) | | :----------------------- | :------------------------------- | :------------------------------- | :--------- | | Revenue | $303,111 | $290,207 | 4.4% | | Segment Adjusted EBITDA | $127,601 | $126,980 | 0.5% | | (In thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (%) | | :----------------------- | :----------------------------- | :----------------------------- | :--------- | | Revenue | $557,304 | $539,984 | 3.2% | | Segment Adjusted EBITDA | $215,472 | $222,444 | (3.1)% | - America revenue increased by **$12.9 million** (**4.4%**) for the three months and **$17.3 million** (**3.2%**) for the six months ended June 30, 2025, primarily driven by the MTA contract and improved performance in the San Francisco/Bay Area market[125](index=125&type=chunk) America Digital Revenue Growth | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (%) | | :-------------------- | :------------------------------- | :------------------------------- | :--------- | | Digital revenue | $113,800 | $102,427 | 11.1% | | Percent of total segment revenue | 37.5% | 35.3% | 2.2 pp | | (In thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (%) | | :-------------------- | :----------------------------- | :----------------------------- | :--------- | | Digital revenue | $186,646 | $203,424 | 9.0% | | Percent of total segment revenue | 36.5% | 34.6% | 1.9 pp | - America direct operating expenses increased by **10.4%** for the three months and **8.6%** for the six months ended June 30, 2025, primarily due to higher site lease expense, largely attributable to the MTA contract[127](index=127&type=chunk) [Airports Results of Operations](index=29&type=section&id=Airports%20Results%20of%20Operations) The Airports segment demonstrated strong revenue growth of 15.6% in Q2 2025 and 10.1% year-to-date, driven by robust advertising demand at key airports, with digital revenue significantly contributing to this increase. Direct operating expenses also rose due to higher site lease costs reflecting revenue growth Airports Segment Financial Performance | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (%) | | :----------------------- | :------------------------------- | :------------------------------- | :--------- | | Revenue | $99,685 | $86,219 | 15.6% | | Segment Adjusted EBITDA | $24,347 | $19,082 | 27.6% | | (In thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (%) | | :----------------------- | :----------------------------- | :----------------------------- | :--------- | | Revenue | $179,668 | $163,145 | 10.1% | | Segment Adjusted EBITDA | $38,660 | $38,164 | 1.3% | - Airports revenue increased by **$13.5 million** (**15.6%**) for the three months and **$16.5 million** (**10.1%**) for the six months ended June 30, 2025, driven by strong advertising demand at major airports like Port Authority of New York and New Jersey, San Francisco, and Hartsfield-Jackson Atlanta[130](index=130&type=chunk) Airports Digital Revenue Growth | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (%) | | :-------------------- | :------------------------------- | :------------------------------- | :--------- | | Digital revenue | $63,508 | $48,310 | 31.5% | | Percent of total segment revenue | 63.7% | 56.0% | 7.7 pp | | (In thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (%) | | :-------------------- | :----------------------------- | :----------------------------- | :--------- | | Digital revenue | $112,765 | $90,920 | 24.0% | | Percent of total segment revenue | 62.8% | 55.7% | 7.1 pp | - Airports direct operating expenses increased by **12.8%** for the three months and **13.5%** for the six months ended June 30, 2025, primarily due to higher site lease expense reflecting revenue growth and lower rent abatements[133](index=133&type=chunk) [Income (Loss) from Discontinued Operations](index=30&type=section&id=Income%20(Loss)%20from%20Discontinued%20Operations) Income from discontinued operations significantly improved year-over-year, moving from losses in 2024 to income in 2025, primarily driven by cost reductions and a substantial net gain from international business sales completed in the first quarter of 2025 - Income from discontinued operations was **$4.3 million** for Q2 2025 and **$122.8 million** for YTD 2025, a significant improvement compared to losses of **$13.2 million** and **$33.1 million** for the same periods in 2024[137](index=137&type=chunk)[138](index=138&type=chunk)[139](index=139&type=chunk) - The year-to-date income in 2025 was primarily driven by a **$132.0 million** net gain resulting from international business sales completed in Q1 2025[138](index=138&type=chunk) - The 2024 losses included expenses such as depreciation and amortization, impairment charges on Latin American assets, and higher interest expense and transaction costs related to international sales processes, which were not incurred in 2025[139](index=139&type=chunk) [LIQUIDITY AND CAPITAL RESOURCES](index=30&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) This section analyzes the Company's liquidity, detailing its short-term and long-term cash requirements, including working capital, capital expenditures, and debt service obligations. It also outlines the sources of capital, such as cash on hand, operating cash flow, proceeds from dispositions, and available credit facilities, and discusses potential future financing strategies - The Company's primary cash requirements include working capital, capital expenditures, and debt service obligations, which are typically met through cash on hand, internally generated cash flow, and credit facilities[141](index=141&type=chunk) - Long-term cash requirements include the repayment of outstanding debt, which now extends through 2033 following a recent refinancing, and investments in business growth and new technologies[143](index=143&type=chunk) - The Company may repurchase outstanding notes in the future, which could materially impact its liquidity, results of operations, or leverage ratios[144](index=144&type=chunk) [Cash Requirements](index=31&type=section&id=Cash%20Requirements) This subsection details the Company's specific cash needs, including significant site lease expenses for operations, capital expenditures for continuing and discontinued operations, and debt service obligations. It also provides projections for future cash interest payments - Site lease expense is a significant cash requirement, totaling **$293.6 million** for continuing operations during the six months ended June 30, 2025[149](index=149&type=chunk) Capital Expenditures | (In thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :----------------------------- | :----------------------------- | | Capital expenditures for continuing operations | $26,058 | $27,615 | | Capital expenditures for discontinued operations | $16,022 | $24,213 | | **Total capital expenditures** | **$42,080** | **$51,828** | - Cash interest payments decreased by **$8.3 million** to **$210.2 million** for the six months ended June 30, 2025, primarily due to recent refinancing activity and changes in interest payment timing and rates[155](index=155&type=chunk) - The Company expects cash interest payments of approximately **$184 million** for the remainder of 2025 and approximately **$400 million** in 2026. The next scheduled debt maturity is in April 2028[156](index=156&type=chunk)[157](index=157&type=chunk) [Sources of Capital and Liquidity](index=33&type=section&id=Sources%20of%20Capital%20and%20Liquidity) This subsection details the Company's sources of funds, including cash on hand, net cash provided by operating activities (which improved significantly year-over-year), substantial proceeds from business dispositions, and available capacity under its Revolving Credit Facility and Receivables-Based Credit Facility, both of which had their maturity dates extended to June 2030 Cash, Cash Equivalents and Restricted Cash | (In thousands) | June 30, 2025 | December 31, 2024 | | :---------------------------------------------------- | :------------ | :---------------- | | Cash and cash equivalents in the Balance Sheets | $138,573 | $109,707 | | Cash and cash equivalents included in Current assets of discontinued operations | $8,487 | $54,595 | | Restricted cash included in: Other current assets | $1,321 | $1,116 | | Restricted cash included in: Current assets of discontinued operations | $886 | $6,654 | | Restricted cash included in: Other assets | $1,550 | — | | **Total cash, cash equivalents and restricted cash in the Statements of Cash Flows** | **$150,817** | **$172,072** | - Net cash provided by operating activities was **$2.3 million** for the six months ended June 30, 2025, an improvement from a **$4.0 million** outflow in the prior year, driven by **$10.1 million** in insurance proceeds and reduced cash interest payments[162](index=162&type=chunk) - The Company received **$589.3 million** in net cash proceeds from the sale of its Mexico, Peru, Chile, and Europe-North segment businesses during the six months ended June 30, 2025[163](index=163&type=chunk) Credit Facilities Borrowings and Availability (as of June 30, 2025) | (in millions) | Revolving Credit Facility | Receivables-Based Credit Facility | Total Credit Facilities | | :-------------------------- | :------------------------ | :-------------------------------- | :---------------------- | | Borrowing limit | $100.0 | $200.0 | $300.0 | | Borrowings outstanding | — | — | — | | Letters of credit outstanding | $6.8 | $81.2 | $88.1 | | Excess availability | $93.2 | $118.8 | $211.9 | [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The Company is exposed to market risks from changes in interest rates and inflation, with no material changes to disclosures since the 2024 Annual Report on Form 10-K - The Company is exposed to market risks from changes in interest rates and inflation[172](index=172&type=chunk) - There have been no material changes in the Company's market risk disclosures from those provided in its 2024 Annual Report on Form 10-K[172](index=172&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that the Company's disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2025[173](index=173&type=chunk) - There were no changes in the Company's internal control over financial reporting during the quarter ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting[174](index=174&type=chunk) PART II—OTHER INFORMATION This section provides additional information including legal proceedings, risk factors, equity sales, and other disclosures not covered in the financial statements [ITEM 1. LEGAL PROCEEDINGS](index=36&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 6 of the Condensed Consolidated Financial Statements for detailed information regarding legal proceedings - Information regarding the Company's legal proceedings is provided in Note 6 to the Condensed Consolidated Financial Statements[177](index=177&type=chunk) [ITEM 1A. RISK FACTORS](index=36&type=section&id=Item%201A.%20Risk%20Factors) This section directs readers to Item 1A of the 2024 Annual Report on Form 10-K for comprehensive risk factor disclosures - Information regarding the Company's risk factors is disclosed in Item 1A of its 2024 Annual Report on Form 10-K[178](index=178&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=36&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the quarter, the Company withheld common stock from employees for tax obligations related to RSU vesting, recording them as treasury stock, with no other equity repurchases - The Company withheld shares of its common stock from employees to satisfy tax withholding obligations related to the vesting of restricted stock units, which were recorded as additions back to treasury stock[179](index=179&type=chunk) - The Company did not otherwise repurchase any of its equity securities during the period[179](index=179&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=36&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities during the period - No defaults upon senior securities were reported[180](index=180&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=36&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company - Mine Safety Disclosures are not applicable to the Company[181](index=181&type=chunk) [ITEM 5. OTHER INFORMATION](index=36&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter ended June 30, 2025 - None of the Company's directors or officers adopted or terminated a 'Rule 10b5-1 trading arrangement' or a 'non-Rule 10b5-1 trading arrangement' during the quarter ended June 30, 2025[182](index=182&type=chunk) [ITEM 6. EXHIBITS](index=37&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including corporate documents, indentures for new notes, credit agreement amendments, and certifications - Exhibits include the Amended Certificate of Incorporation, Amended and Restated Bylaws, Indentures for the 7.125% Senior Secured Notes due 2031 and 7.500% Senior Secured Notes due 2033, and amendments to the Receivables-Based Credit Agreement and Senior Secured Credit Agreement[183](index=183&type=chunk) [Signatures](index=38&type=section&id=Signatures) The report was officially signed on August 5, 2025, by Jason A. Dilger, Chief Accounting Officer of Clear Channel Outdoor Holdings, Inc - The report was signed on August 5, 2025, by Jason A. Dilger, Chief Accounting Officer of Clear Channel Outdoor Holdings, Inc[187](index=187&type=chunk)

Core Viewpoint - Clear Channel Outdoor Holdings, Inc. (CCOH) is set to host an Investor Day on September 9, 2025, in New York City, where the leadership team will present the company's long-term strategy and growth outlook in the Out-of-Home (OOH) advertising sector [1][2]. Group 1 - The Investor Day will feature discussions led by CEO Scott Wells and CFO David Sailer, focusing on the deployment of technology and digital platforms, growth drivers in OOH advertising, and the company's long-term financial outlook [2]. - A Q&A session will follow the presentations, allowing investors and analysts to engage with the leadership team [2]. - The full agenda and webcast participation details will be available on Clear Channel Outdoor Holdings' investor relations website closer to the event date [3]. Group 2 - Clear Channel Outdoor Holdings is recognized for driving innovation in the OOH advertising industry, expanding its digital billboard and display offerings [3]. - The company integrates data analytics and programmatic capabilities to deliver measurable advertising campaigns that are easier for advertisers to purchase [3]. - By leveraging its diverse portfolio of assets, the company connects advertisers with millions of consumers each month, enhancing its market reach and flexibility [3].

Core Viewpoint - Clear Channel Outdoor Holdings, Inc. has announced the pricing of an offering of $1,150 million in 7.125% Senior Secured Notes due 2031 and $900 million in 7.500% Senior Secured Notes due 2033, with the issuance expected to complete on August 4, 2025 [1] Group 1: Offering Details - The offering consists of $1,150 million of 7.125% Senior Secured Notes due 2031 and $900 million of 7.500% Senior Secured Notes due 2033 [1] - The Notes will be guaranteed on a senior secured basis by certain wholly owned domestic subsidiaries of the Company [2] - The Notes will be secured by a first-priority basis on the Company's and Guarantors' assets, with a second-priority on accounts receivable related to the Receivables Facility [2] Group 2: Use of Proceeds - The net proceeds from the Offering will be used to redeem all outstanding 5.125% Senior Secured Notes due 2027 and 9.000% Senior Secured Notes due 2028, as well as to pay related transaction fees and expenses [3] Group 3: Company Overview - Clear Channel Outdoor Holdings is a leader in the out-of-home advertising industry, focusing on innovation through digital billboards and data analytics [5] - The Company aims to broaden its advertiser base by enhancing its advertising platform and delivering measurable campaigns [5]

[Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) This section incorporates by reference financial results for the quarter ended June 30, 2025, as detailed in Item 7.01 and Exhibit 99.1 - Information related to the completed fiscal period, specifically the quarter ended June 30, 2025, as detailed in Item 7.01 and Exhibit 99.1, is incorporated by reference into this item[4](index=4&type=chunk)[5](index=5&type=chunk) [Item 7.01 Regulation FD Disclosure](index=2&type=section&id=Item%207.01%20Regulation%20FD%20Disclosure) The company disclosed a new private note offering and second-quarter 2025 debt repurchase activities on July 21, 2025, via a confidential preliminary offering memorandum [Private Offering](index=2&type=section&id=Private%20Offering) The company initiated a private offering of $2,050.0 million in Senior Secured Notes due 2031 and 2033, with preliminary Q2 2025 financial data provided Details of the Private Offering | Item | Detail | | :--- | :--- | | **Offering Type** | Private Offering of Senior Secured Notes | | **Securities** | Senior Secured Notes due 2031 & 2033 | | **Aggregate Principal Amount** | $2,050.0 million | | **Date** | July 21, 2025 | [Debt Repurchase Activity](index=2&type=section&id=Debt%20Repurchase%20Activity) In Q2 2025, the company repurchased $229.8 million in senior notes for $203.4 million cash, which remain uncanceled Q2 2025 Debt Repurchases | Notes Repurchased | Principal Amount | Total Cash Payment (incl. interest/fees) | | :--- | :--- | :--- | | 7.750% Senior Notes due 2028 | $95.7 million | $85.4 million | | 7.500% Senior Notes due 2029 | $134.1 million | $118.0 million | [Item 8.01 Other Events](index=2&type=section&id=Item%208.01%20Other%20Events) This section details the company's press release announcing the private offering and the intended use of its proceeds for debt redemptions and related expenses - The company issued a press release on July 21, 2025, announcing the commencement of the Private Offering[8](index=8&type=chunk) - The proceeds from the offering, along with cash on hand, are intended to be used for the following purposes[8](index=8&type=chunk) - Fund the early redemption of its outstanding 5.125% Senior Secured Notes due 2027[8](index=8&type=chunk) - Fund the early redemption of its outstanding 9.000% Senior Secured Notes due 2028[8](index=8&type=chunk) - Pay related transaction fees and expenses[8](index=8&type=chunk) - The company clarifies that this Form 8-K does not constitute a notice of redemption for the existing notes[8](index=8&type=chunk) [Cautionary Statement Concerning Forward-Looking Statements](index=2&type=section&id=Cautionary%20Statement%20Concerning%20Forward-Looking%20Statements) This section warns that forward-looking statements regarding the Private Offering and Redemption are subject to risks and uncertainties beyond the company's control, with no obligation to update - The report contains forward-looking statements regarding the Private Offering and the Redemption, which are subject to numerous risks and uncertainties, with many factors determining the outcome beyond the company's control, and no obligation to update these statements[11](index=11&type=chunk)[12](index=12&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=3&type=section&id=Item%209.01.%20Financial%20Statements%20and%20Exhibits) This section lists the financial statements and exhibits filed, including excerpts from the preliminary offering memorandum, a press release, and the interactive data file Filed Exhibits | Exhibit No. | Description of Exhibit | | :--- | :--- | | 99.1 | Excerpts from Clear Channel Outdoor Holdings, Inc.'s confidential preliminary offering memorandum, dated as of July 21, 2025 | | 99.2 | Press Release issued by Clear Channel Outdoor Holdings, Inc. on July 21, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |