[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) |

Group 1 - The company, Clear Channel Outdoor Holdings, Inc. (NYSE: CCO), will release its second quarter results for 2025 on August 5, 2025, before the market opens at 7:00 a.m. Eastern Time [1] - A conference call to discuss the results will take place at 8:30 a.m. Eastern Time on the same day [1] - Earnings materials, including reconciliations of non-GAAP financial measures to GAAP financial measures, will be available on the company's website by 7:00 a.m. Eastern Time [2] Group 2 - Clear Channel Outdoor Holdings, Inc. is a leader in the out-of-home advertising industry, focusing on innovation through digital billboards and data analytics [4] - The company aims to broaden its advertiser base by integrating programmatic capabilities that facilitate measurable advertising campaigns [4] - By leveraging its diverse portfolio, the company connects advertisers with millions of consumers each month [4]

Core Insights - A five-year collaboration between Clear Channel Outdoor and Kantar demonstrates that out-of-home (OOH) advertising outperforms connected TV (CTV) and digital channels in key metrics such as ad awareness, brand favorability, and purchase intent [1][3][4] - OOH advertising shows a significant 13.3% increase in ad awareness compared to digital media, TV, and CTV, highlighting its effectiveness in capturing audience attention [2][6] - The partnership provides actionable insights into how OOH drives brand impact, reinforcing its role as a high-performing channel essential for a balanced media strategy [3][4] OOH's Unique Value - OOH serves as a vital medium for addressing gaps that other channels cannot fill, especially as digital ad performance plateaus [5][6] - It bridges the gap between performance marketing and brand building, making it a high-performing media channel for driving awareness and improving brand affinity [5][6] - OOH consistently delivers higher brand awareness and engagement compared to digital media and matches linear TV in driving favorability and purchase intent, showcasing its efficiency [3][6] Industry Context - The findings come at a critical time as marketers face increasing economic uncertainty and fragmentation in the media landscape, making OOH an essential component for optimizing marketing spend [4][5] - The collaboration emphasizes the importance of leveraging OOH as part of a balanced media mix to unlock powerful channels that drive both immediate results and long-term brand growth [4][5][6] - OOH's ability to reach incremental audiences and drive consumer action positions it as a crucial channel for achieving impactful marketing strategies in today's evolving media landscape [7][8]

Group 1 - Clear Channel Outdoor (CCO) has launched a summer campaign to address childhood hunger in the U.S., partnering with No Kid Hungry to encourage public donations [1][3] - An estimated 1 in 5 children in the U.S., nearly 14 million, are living with hunger, highlighting the critical need for summer meal programs [1][3] - CCO's digital billboards will also promote NoKidHungry.org/Help, providing resources for families to access free summer meals [2] Group 2 - CCO is collaborating with the National Summer Learning Association (NSLA) to promote affordable summer learning opportunities for children, as nearly half of U.S. children lack such opportunities [3][4] - The campaign will coincide with National Summer Learning Week, emphasizing the importance of summer learning in closing the opportunity gap [4] - CCO's efforts aim to connect families with vital resources that support children's health and education during the summer months [5] Group 3 - Clear Channel Outdoor Holdings, Inc. is a leader in the out-of-home advertising industry, focusing on innovation through digital billboards and data analytics [6]

Financial Data and Key Metrics Changes - The company has achieved $35 million in corporate cost savings, primarily from selling European and Latin American operations, with further cost reductions expected as the transition service agreements (TSAs) expire [62][64] - The company currently holds approximately $300 million in cash, with a new baseline liquidity level expected to be less than half of the previous $150 million requirement [63][65] Business Line Data and Key Metrics Changes - The airport advertising segment has seen significant revenue growth, with a focus on fewer, larger contracts leading to increased revenue per passenger [14][16] - Digital advertising continues to grow, with a significant portion of roadside inventory available for programmatic sales, although some airport contracts face challenges due to copy approval processes [57][58] Market Data and Key Metrics Changes - The company is experiencing strong demand in the AI sector, particularly in San Francisco, and anticipates growth in media and entertainment advertising as studios plan to support upcoming releases [20][22] - The auto insurance market is recovering, although it has not yet reached its full potential, while the pharmaceutical sector presents promising opportunities despite being methodical in its approach [29][30] Company Strategy and Development Direction - The company is focused on digital conversions and debt repayment as primary capital allocation priorities, with a commitment to maintaining a strong digital presence across its markets [66][68] - The management team emphasizes the importance of regulatory environments in determining the pace of digital conversions, with a goal to increase digital revenue penetration in various markets [53][54] Management's Comments on Operating Environment and Future Outlook - Management does not foresee a recession impacting the business, citing stability in advertising campaigns and a strong recovery from COVID-19 disruptions [2][5] - The company has derisked its operations significantly, which should provide a buffer against potential economic downturns [8][64] Other Important Information - The company is in the process of finalizing a transaction involving its Brazilian operations, which is expected to bring in cash and enhance its financial position [36][38] - The MTA contract in New York is anticipated to ramp up revenue over time, with expectations for profitability by 2025 [40][42] Q&A Session Summary Question: What changes are being observed in the advertising market? - Management noted that there has been no significant change in advertiser behavior, with programmatic advertising continuing to perform well [2] Question: How does the company view the potential impact of a recession on out-of-home advertising? - Management expressed confidence that the out-of-home sector would hold up well, drawing on historical resilience during past recessions [5][7] Question: Can you provide updates on specific verticals such as AI, media, auto insurance, and pharma? - AI is still emerging, with strong activity in San Francisco; media and entertainment are expected to see increased spending; auto insurance is recovering but not at peak levels; and pharma is a promising but methodical sector [20][29][30] Question: What are the company's capital allocation priorities moving forward? - The focus will be on digital conversions, debt repayment, and utilizing proceeds from asset sales to improve the capital structure [66][68]

Core Insights - Clear Channel Outdoor (CCO) is collaborating with Texas Center for the Missing (TCM) to raise awareness about missing children in Texas through a month-long public service campaign [2][5] - The campaign aims to distribute photos of missing children across major Texas markets, leveraging billboards as a vital tool for law enforcement to generate leads [4][5] - The Texas Department of Public Safety reported 44,783 missing person cases in 2024, with 31,864 being juveniles, highlighting a national crisis regarding missing and exploited children [3] Company Overview - Clear Channel Outdoor Holdings, Inc. is a leader in the out-of-home advertising industry, focusing on innovation through digital billboards and data analytics to enhance advertising effectiveness [11] - The company has a strong commitment to community initiatives, exemplified by its partnership with TCM, which has historically helped reunite missing children with their families [5][12] Industry Context - The ongoing crisis of missing and exploited children necessitates community awareness and law enforcement training, as emphasized by TCM's efforts since its founding in 2000 [12] - TCM has served over 500,200 children and families and trained 8,400 law enforcement officers, showcasing its significant impact on addressing the issue of missing persons [12]

Clear Channel Outdoor (CCO) FY Conference Summary Company Overview - **Company**: Clear Channel Outdoor (CCO) - **Date of Conference**: May 13, 2025 - **Key Speakers**: Scott Wells (President and CEO), David Saylor (EVP and CFO) Key Points Industry and Company Strategy - Clear Channel Outdoor is at a pivotal moment after completing the sale of most of its international businesses, focusing exclusively on the U.S. market [4][5] - The company aims to continue its digital transformation, pay down debt, and develop new verticals for organic growth [6][8] - A zero-based budgeting process is being implemented to further reduce corporate expenses [7][53] Market Trends and Demand - The company reported healthy demand across its markets, with steady dialogues with local marketers despite global volatility [8][9] - Emerging verticals include AI and a resurgence in the insurance sector, particularly auto insurance, which had previously declined during COVID [9][10][15] - San Francisco's market recovery is expected to provide a tailwind for growth [10][12] Revenue Guidance and Visibility - The company has over 85% visibility into Q2 revenue and is on track with its full-year revenue guidance [11] - The MTA contract acquired at the end of the previous year is expected to drive revenue growth, although it comes with lower margins initially [12][49] Digital Transformation and Programmatic Advertising - Digital conversions remain a key growth driver, with internal rates of return (IRR) in the low 30s [40] - The company is balancing static and digital inventory while increasing programmatic advertising, which adds some volatility but also opportunities [42][45] Financial Performance and Cost Management - Clear Channel Outdoor has eliminated $35 million in annual corporate expenses following the divestiture of international operations [53] - The company is focused on reducing leverage and improving margins, with expectations for year-over-year margin increases despite initial lower margins from new contracts [52][66] Future Growth and Partnerships - The company is exploring creative structures for asset management and partnerships, including potential joint ventures and preferred equity arrangements [58][60] - Clear Channel Outdoor is considering options for REIT conversion, contingent on achieving appropriate leverage levels [67] Debt Management and Capital Markets - The company ended the quarter with approximately $400 million in cash and plans to use excess cash for debt repayment [62][65] - Clear Channel Outdoor is actively monitoring capital markets for opportunities to refinance upcoming debt maturities [70][73] Conclusion - Clear Channel Outdoor is strategically positioned for growth in the U.S. market, focusing on digital transformation, cost management, and leveraging new partnerships while navigating the complexities of the advertising landscape [4][6][58]

Core Points - Clear Channel Outdoor Holdings, Inc. has entered into a definitive agreement to sell its business in Brazil to Publibanca Brasil S.A. for approximately R$80 million (US$14 million) [1][2][3] - The transaction is subject to regulatory approval from Brazil's Administrative Council for Economic Defense and other customary closing conditions, with an expected closing in 2025 [2][3] - The proceeds from the sale will be used to improve the company's liquidity position and is part of a strategy to optimize its portfolio, focusing on the America and Airports segments [2][3] Company Overview - Clear Channel Outdoor Holdings, Inc. is a leader in the out-of-home advertising industry, leveraging digital billboards and data analytics to enhance advertising effectiveness [5] - The company aims to connect advertisers with millions of consumers monthly through its diverse portfolio of advertising assets [5] Advisory Information - Moelis & Company LLC has been engaged as the financial advisor to assist with the sale of the company's Latin American businesses [4]

Core Insights - Clear Channel Outdoor (CCO) reported a revenue of $334.18 million for Q1 2025, reflecting a year-over-year decline of 30.6% and an EPS of -$0.11 compared to -$0.17 a year ago [1] - The revenue fell short of the Zacks Consensus Estimate of $338.17 million, resulting in a surprise of -1.18%, while the EPS exceeded expectations by 15.38% against a consensus estimate of -$0.13 [1] Financial Performance - CCO's shares have returned -11.3% over the past month, contrasting with the Zacks S&P 500 composite's -0.7% change, indicating underperformance relative to the broader market [3] - The company holds a Zacks Rank 3 (Hold), suggesting it may perform in line with the market in the near term [3] Geographic Revenue Breakdown - Revenue from America was reported at $254.19 million, slightly above the average estimate of $256.44 million, showing a year-over-year increase of +1.8% [4] - Airport revenue reached $79.98 million, marginally exceeding the estimated $79.85 million, with a year-over-year growth of +4% [4] - Adjusted EBITDA for Airports was $14.31 million, below the average estimate of $15.45 million, while corporate expenses showed an adjusted EBITDA of -$22.74 million, slightly better than the estimated -$22.82 million [4]

Financial Data and Key Metrics Changes - Consolidated revenue for Q1 2025 was $334 million, a 2.2% increase compared to Q1 2024, in line with guidance [24] - Loss from continuing operations was $55 million, and adjusted EBITDA for the quarter was $79 million, down 12.5% [24] - AFFO was negative $23 million, within expectations [24] Business Line Data and Key Metrics Changes - Americas segment revenue was $254 million, up 1.8%, driven by the MTA roadside billboard contract, with digital revenue up 6.4% [25] - Airports segment revenue was $80 million, up 4%, driven by a 20% increase in national sales, despite a 16.4% decline in local sales [26] - Adjusted EBITDA for the Americas segment was $88 million, down 8%, with a margin of 34.6% [25] Market Data and Key Metrics Changes - The company noted a significant recovery in San Francisco, which had been a headwind in 2023, and is expected to be a tailwind in 2025 [12] - Increased interest from national advertisers was observed, particularly in the media and entertainment sectors [40] Company Strategy and Development Direction - The company is focusing on becoming a U.S.-focused business, simplifying operations to reduce interest and corporate expenses [17][18] - Plans to continue reducing debt and exploring creative solutions to enhance leverage using strong operating assets [19] - The management is optimistic about the future of out-of-home advertising in the U.S. and aims for mid-single-digit growth in consolidated revenue and adjusted EBITDA [32] Management's Comments on Operating Environment and Future Outlook - Management is not currently seeing cancellations or scaled-down campaigns, indicating confidence in cash generation [14] - The company is prepared for potential macroeconomic challenges but believes it is well-positioned to gain media share [31] - The outlook for 2025 is positive, with a strong pipeline and over 85% of Q2 revenue already booked [20] Other Important Information - The company has successfully reduced annual corporate expenses by approximately $35 million and aims to further reduce costs [12] - Strong liquidity position with $568 million at the end of the quarter, including cash and available revolver funds [28] Q&A Session Summary Question: Visibility into the back half of the year and corporate expense reductions - Management expressed confidence in visibility for the year, noting positive trends in various markets, including media and entertainment [40] - Opportunities for cost reductions are being explored, with a focus on a zero-based budget approach [42] Question: Cancellation terms for advertisers and macroeconomic impact on guidance - Standard cancellation terms are a 60-day notice for printed ads, with digital terms varying [49] - The low end of guidance reflects current market conditions without assuming broader economic impacts [50] Question: Impact of digital assets on performance during downturns - Management noted that digital assets tend to recover faster than print during downturns, with no current signs of weakness [55] Question: Site lease expenses and margin cadence - Site lease expenses are expected to stabilize, with margins for airports returning to historical levels around 20% [59][60] Question: Debt buyback flexibility and capital structure - The company is focused on achieving the best yield in its capital structure, utilizing liquidity from recent transactions [63] Question: Interest from potential counterparties for creative solutions - Management is encouraged by the interest in their assets but is not ready to disclose specific opportunities yet [66] Question: Static and print revenues performance - Management expects print revenues to grow over the year, attributing current declines to unique campaign drivers rather than digital cannibalization [71]