Clear Channel Outdoor第二季收入升8.7% 私有化合併料第三季末完成

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  
FORM 10-Q
(Mark One)
 
☒          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
    For the quarterly period ended June 30, 2026
 
☐           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the transition period from                          to                           
 
Commission File Number: 001-32663 
 
CLEAR CHANNEL OUTDOOR HOLDINGS, INC. 
(Exact name of registrant as specified in its charter) 

Delaware88-0318078
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

4830 North Loop 1604 West, Suite 111
San Antonio, Texas78249
(Address of principal executive offices)(Zip Code)

(210)547-8800
(Registrant's telephone number, including area code)

 
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 shareCCONew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒ No ☐
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☐ 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

ClassOutstanding at July 31, 2026
- - - - - - - - - - - - - - - - - - - - - - - - - -- - - - - - - - - - - - - - - - - - - - - - - - - -
Common Stock, $0.01 par value per share509,093,845

CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
 TABLE OF CONTENTS

Page Number
PART I—FINANCIAL INFORMATION
Item 1.Financial Statements
2

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
20

Item 3.Quantitative and Qualitative Disclosures About Market Risk
31

Item 4.Controls and Procedures
31

PART II—OTHER INFORMATION
Item 1.Legal Proceedings
32

Item 1A.Risk Factors
32

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
32

Item 3.Defaults Upon Senior Securities
32

Item 4.Mine Safety Disclosures
32

Item 5.Other Information
32

Item 6.Exhibits
32

Signatures
33

1

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Page Number
Financial Statements:
Consolidated Balance Sheets
3

Consolidated Statements of Income (Loss)
4

Consolidated Statements of Comprehensive Income (Loss)
5

Consolidated Statements of Changes in Stockholders' Deficit
6

Consolidated Statements of Cash Flows
7

Condensed Notes to Consolidated Financial Statements:
Note 1. Basis of Presentation
8

Note 2. Dispositions and Discontinued Operations
9

Note 3. Segment Data
12

Note 4. Revenue
14

Note 5. Long-Term Debt
14

Note 6. Commitments and Contingencies
15

Note 7. Income Taxes
16

Note 8. Property, Plant and Equipment 
16

Note 9. Intangible Assets and Goodwill
16

Note 10. Stockholders’ Deficit
17

Note 11. Other Information
19

2

Table of Contents

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)June 30,
2026December 31,
2025
(Unaudited)
CURRENT ASSETS
Cash and cash equivalents$192,138 $190,022 

Accounts receivable, net367,992 371,377 
Prepaid expenses18,795 21,791 
Other current assets6,322 7,295 
Current assets of discontinued operations187,273 202,709 
Total Current Assets772,520 793,194 
PROPERTY, PLANT AND EQUIPMENT
Structures, net282,858 298,846 
Other property, plant and equipment, net145,714 142,977 
INTANGIBLE ASSETS AND GOODWILL
Permits, net 515,940 548,288 
Other intangible assets, net199,803 205,953 
Goodwill507,819 507,819 
OTHER ASSETS
Operating lease right-of-use assets1,318,530 1,313,912 
Other assets19,897 17,886 

Total Assets$3,763,081 $3,828,875 
CURRENT LIABILITIES
Accounts payable$37,223 $32,109 
Accrued expenses161,978 169,693 
Current operating lease liabilities134,384 142,139 
Accrued interest88,910 99,095 
Deferred revenue102,730 75,437 
Current portion of long-term debt314 312 
Current liabilities of discontinued operations90,348 99,309 
Total Current Liabilities615,887 618,094 
NON-CURRENT LIABILITIES
Long-term debt5,107,315 5,102,681 
Non-current operating lease liabilities1,227,530 1,225,567 
Deferred tax liabilities, net212,688 221,616 
Other liabilities56,780 55,285 

Total Liabilities7,220,200 7,223,243 

Commitments and Contingencies (Note 6)

STOCKHOLDERS’ DEFICIT
Noncontrolling interests6,401 11,581 
Common stock, par value $0.01 per share: 2,350,000,000 shares authorized (527,979,483 shares issued as of June 30, 2026; 513,531,599 shares issued as of December 31, 2025)
5,280 5,135 
Additional paid-in capital3,619,142 3,613,197 
Accumulated deficit(6,994,107)(6,940,190)
Accumulated other comprehensive loss(56,191)(53,391)
Treasury stock (18,967,026 shares held as of June 30, 2026; 16,060,676 shares held as of December 31, 2025)
(37,644)(30,700)
     Total Stockholders' Deficit(3,457,119)(3,394,368)
     Total Liabilities and Stockholders' Deficit$3,763,081 $3,828,875 

See Condensed Notes to Consolidated Financial Statements
3

Table of Contents

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(UNAUDITED)

Three Months EndedSix Months Ended
(In thousands, except per share data)June 30,June 30,
2026202520262025
Revenue$438,040 $402,808 $811,904 $736,988 
Operating expenses:
Direct operating expenses(1)
196,178 185,530 376,280 354,059 
Selling, general and administrative expenses(1)
69,968 65,711 136,560 129,373 
Corporate expenses(1)
36,581 31,123 67,399 50,903 
Depreciation and amortization41,246 43,335 82,769 86,339 

Other operating expense (income), net5,011 (315)20,357 (6,100)
Operating income89,056 77,424 128,539 122,414 
Interest expense, net(99,027)(96,026)(197,525)(195,387)
Gain on extinguishment of debt— 28,796 — 28,796 
Other income, net268 663 1,009 912 
Income (loss) from continuing operations before income taxes(9,703)10,857 (67,977)(43,265)
Income tax benefit (expense) attributable to continuing operations(299)(4,526)8,528 (5,706)
Income (loss) from continuing operations(10,002)6,331 (59,449)(48,971)
Income from discontinued operations5,038 4,318 6,491 122,833 
Consolidated net income (loss)(4,964)10,649 (52,958)73,862 
Less: Net income attributable to noncontrolling interests359 1,129 959 1,833 
Net income (loss) attributable to the Company$(5,323)$9,520 $(53,917)$72,029 

Net income (loss) attributable to the Company per share of common stock — Basic and Diluted:
Net income (loss) from continuing operations attributable to the Company per share of common stock$(0.02)$0.01 $(0.12)$(0.10)
Net income from discontinued operations attributable to the Company per share of common stock0.01 0.01 0.01 0.25 
Net income (loss) attributable to the Company per share of common stock — Basic and Diluted$(0.01)$0.02 $(0.11)$0.15 

(1)Excludes depreciation and amortization.
See Condensed Notes to Consolidated Financial Statements
4

Table of Contents

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)

Three Months EndedSix Months Ended
(In thousands)June 30,June 30,
2026202520262025
Net income (loss) attributable to the Company$(5,323)$9,520 $(53,917)$72,029 
Other comprehensive income (loss):
Foreign currency translation adjustments(1,175)8,596 (2,806)31,252 

Reclassification adjustment for realized net losses from cumulative translation adjustments and pension related to sold businesses(1) 
— — — 128,890 

Other comprehensive income (loss)(1,175)8,596 (2,806)160,142 
Comprehensive income (loss)(6,498)18,116 (56,723)232,171 
Less: Other comprehensive income (loss) attributable to noncontrolling interests(2)18 (6)22 
Comprehensive income (loss) attributable to the Company$(6,496)$18,098 $(56,717)$232,149 

(1)Included in “Income from discontinued operations” on the Consolidated Statements of Income (Loss).
See Condensed Notes to Consolidated Financial Statements
5

Table of Contents

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(UNAUDITED)

Three Months Ended
Common Shares IssuedNon-controlling
InterestsControlling InterestTotal Stockholders’ Deficit
(In thousands, except share data)Common
StockAdditional Paid-in
CapitalAccumulated
DeficitAccumulated Other Comprehensive LossTreasury Stock
Three Months Ended June 30, 2026
Balances at March 31, 2026514,551,917 $12,017 $5,146 $3,618,997 $(6,988,784)$(55,018)$(30,707)$(3,438,349)

Net income (loss)359 — — (5,323)— — (4,964)
Share-based compensation— — 7,959 — — — 7,959 
Reissuance of treasury stock to settle share-based awards
— — (7,680)— — 7,680 — 
Release of stock-based awards13,427,566 — 134 (134)— — (14,617)(14,617)
Payments to noncontrolling interests, net(5,973)— — — — — (5,973)
Foreign currency translation adjustments(2)— — — (1,173)— (1,175)

Balances at June 30, 2026527,979,483 $6,401 $5,280 $3,619,142 $(6,994,107)$(56,191)$(37,644)$(3,457,119)

Three Months Ended June 30, 2025
Balances at March 31, 2025505,823,618 $12,225 $5,058 $3,595,340 $(6,897,620)$(106,295)$(29,432)$(3,420,724)
Net income
1,129 — — 9,520 — — 10,649 
Share-based compensation— — 7,326 — — — 7,326 
Reissuance of treasury stock to settle share-based awards— — (2,151)— — 2,151 — 
Release of stock-based awards7,135,126 — 72 (72)— — (3,428)(3,428)
Payments to noncontrolling interests, net(4,623)— — — — — (4,623)
Foreign currency translation adjustments18 — — — 8,578 — 8,596 

Balances at June 30, 2025512,958,744 $8,749 $5,130 $3,600,443 $(6,888,100)$(97,717)$(30,709)$(3,402,204)

Six Months Ended

Controlling InterestTotal Stockholders’ Deficit
(In thousands, except share data)Common Shares IssuedNon-controlling InterestsCommon
StockAdditional Paid-in
CapitalAccumulated
DeficitAccumulated Other Comprehensive LossTreasury Stock
Six Months Ended June 30, 2026
Balances at December 31, 2025513,531,599 $11,581 $5,135 $3,613,197 $(6,940,190)$(53,391)$(30,700)$(3,394,368)

Net income (loss)959 — — (53,917)— — (52,958)
Share-based compensation— — 13,832 — — — 13,832 
Reissuance of treasury stock to settle share-based awards
— — (7,742)— — 7,742 — 
Release of stock-based awards14,447,884 — 145 (145)— — (14,686)(14,686)
Payments to noncontrolling interests, net(6,133)— — — — — (6,133)
Foreign currency translation adjustments(6)— — — (2,800)— (2,806)

Balances at June 30, 2026527,979,483 $6,401 $5,280 $3,619,142 $(6,994,107)$(56,191)$(37,644)$(3,457,119)

Six Months Ended June 30, 2025
Balances at December 31, 2024503,245,029 $11,669 $5,032 $3,589,930 $(6,960,129)$(257,837)$(28,448)$(3,639,783)
Net income
1,833 — — 72,029 — — 73,862 
Share-based compensation— — 12,762 — — — 12,762 
Reissuance of treasury stock to settle share-based awards— — (2,151)— — 2,151 — 
Release of stock-based awards
9,713,715 — 98 (98)— — (4,412)(4,412)
Payments to noncontrolling interests, net(4,775)— — — — — (4,775)
Foreign currency translation adjustments27 — — — 31,225 — 31,252 
Disposition of businesses(5)— — — 128,895 — 128,890 
Balances at June 30, 2025512,958,744 $8,749 $5,130 $3,600,443 $(6,888,100)$(97,717)$(30,709)$(3,402,204)

See Condensed Notes to Consolidated Financial Statements
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CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

(In thousands)Six Months Ended June 30,
20262025
Cash flows from operating activities:
Consolidated net income (loss)$(52,958)$73,862 
Reconciling items:
Non-cash operating lease expense, net of interest94,143 113,219 
Depreciation and amortization82,769 86,339 
Gain on disposition of businesses and/or operating assets, net(250)(144,276)
Share-based compensation13,832 12,762 
Amortization of deferred financing costs and note discounts4,968 5,329 

Credit loss expense3,352 1,606 
Deferred income taxes(8,927)9,537 

Gain on extinguishment of debt, net— (23,396)
Other reconciling items, net(784)3,447 
Changes in operating assets and liabilities, net of effects of dispositions:
Decrease in accounts receivable3,897 32,135 
Decrease (increase) in prepaid expenses and other operating assets4,730 (7,907)
Decrease in accounts payable and accrued expenses(9,909)(51,899)
Decrease in operating lease liabilities (cash payments, net of interest)
(105,949)(124,080)
Decrease in accrued interest(10,185)(8,790)
Increase in deferred revenue27,373 27,151 
Increase (decrease) in other operating liabilities1,738 (2,713)
Net cash provided by operating activities47,840 2,326 
Cash flows from investing activities:
Capital expenditures(35,323)(42,080)

Proceeds from sales of businesses and/or assets, net of direct costs to sell and cash sold1,288 599,292 
Other investing activities, net(693)74 
Net cash provided by (used for) investing activities(34,728)557,286 
Cash flows from financing activities:

Payments on long-term debt(145)(574,673)
Debt issuance costs(25)(1,421)
Taxes paid related to net share settlement of equity awards(14,686)(4,412)
Payments to noncontrolling interests, net(6,133)(4,775)
Net cash used for financing activities(20,989)(585,281)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(958)4,414 
Net decrease in cash, cash equivalents and restricted cash(8,835)(21,255)
Cash, cash equivalents and restricted cash at beginning of period216,660 172,072 
Cash, cash equivalents and restricted cash at end of period$207,825 $150,817 
Supplemental disclosures:
Cash paid for interest$205,848 $210,220 
Cash paid for income taxes, net of refunds$997 $6,737 

See Condensed Notes to Consolidated Financial Statements
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CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1 – BASIS OF PRESENTATION
Principles of Consolidation
These consolidated financial statements include the accounts of Clear Channel Outdoor Holdings, Inc. and its subsidiaries (the “Company”), as well as entities in which the Company has a controlling financial interest or is the primary beneficiary. Noncontrolling interests are reported separately within equity. Intercompany transactions are eliminated in consolidation. All references in this Quarterly Report on Form 10-Q to “we,” “us” and “our” refer to the Company.
Preparation of Interim Financial Statements
These consolidated financial statements and accompanying notes have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) applicable to interim financial reporting and, in the opinion of management, include all normal and recurring adjustments necessary to present fairly the results of the interim periods shown. Due to seasonality and other factors, the results for the interim periods may not be indicative of results for the full year.
Pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), certain information and footnote disclosures required by GAAP for annual financial statements have been condensed or omitted from these interim financial statements. Accordingly, these financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s 2025 Annual Report on Form 10-K (“2025 Form 10-K”), filed with the SEC on February 26, 2026.
Use of Estimates
These consolidated financial statements reflect estimates and assumptions made by management that affect the reported amounts. The Company bases its estimates on historical experience and other assumptions deemed to be reasonable under the circumstances. Actual results may differ from these estimates.
Discontinued Operations
As described in the 2025 Form 10-K, the Company’s business in Spain has been classified as a discontinued operation, and it remained held for sale as of June 30, 2026. On August 4, 2026, the Company completed the sale of this business. Refer to Note 2 for additional information. The Company’s former Europe-North segment and Latin American businesses, which were sold in 2025, are also presented as discontinued operations for the prior year period.
In accordance with GAAP, assets and liabilities of discontinued operations are presented separately in the Consolidated Balance Sheets, and results of discontinued operations are reported as a separate component of consolidated net income (loss) in the Consolidated Statements of Income (Loss) for all periods presented. Cash flows related to discontinued operations are included within the Consolidated Statements of Cash Flows and are not separately presented. Refer to Note 2 for additional information on discontinued operations. All other notes to these consolidated financial statements present the results of continuing operations.
Pending Take-Private Merger
On February 9, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Madison Parent Inc., a Delaware corporation (“Parent”), and Madison Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, the Company is to be acquired by an investor consortium comprised of affiliates and/or certain investment funds advised by Mubadala Capital. Under the terms of the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of Parent.
Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of the Company’s common stock that is issued and outstanding as of immediately prior to the Effective Time (other than shares held by the Company as treasury stock, owned by Parent or any wholly owned subsidiary of the Company or Parent, including Merger Sub, or as to which appraisal rights have been properly exercised in accordance with Delaware law) will be automatically canceled, extinguished and converted into the right to receive cash in an amount equal to $2.43, without interest. Upon consummation of the Merger, the Company will become a privately held company, and its common stock will no longer be listed for trading on any public market.
The applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired on April 9, 2026. On May 12, 2026, the Company’s stockholders approved the adoption of the Merger Agreement at a special meeting of stockholders.
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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The Merger is expected to close by the end of the third quarter of 2026, subject to the satisfaction of remaining customary closing conditions, including receipt of regulatory approvals, such as review by the Committee on Foreign Investment in the United States.
Under the terms of the Merger Agreement, if the agreement is terminated under certain specified circumstances, including in connection with the Company entering into a definitive agreement relating to an alternative business combination transaction that constitutes a superior proposal (as defined in the Merger Agreement), the Company may be required to pay Parent a termination fee of $39.8 million. In addition, Parent may be required to pay the Company a termination fee of $92.9 million if the Merger Agreement is terminated under certain other circumstances.
In connection with the Merger, in April 2026, the Company completed consent solicitations with respect to its outstanding senior secured notes, term loan facility and revolving credit facility, and entered into amendments to the related debt documents. These amendments are effective but will become operative only upon consummation of the Merger. Additionally, in May 2026, the Company completed a consent solicitation with respect to its receivables-based credit facility and entered into an amendment to the related credit agreement, which will become effective upon consummation of the Merger. In connection with the Merger, the Company has also issued conditional notices of redemption for its outstanding senior unsecured notes. Refer to Note 5 for additional information regarding these Merger-related debt actions.
New Accounting Pronouncements Recently Adopted
Effective January 1, 2026, the Company adopted Accounting Standards Update 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for estimating expected credit losses on current accounts receivable and contract assets. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements or disclosures.

NOTE 2 – DISPOSITIONS AND DISCONTINUED OPERATIONS
Dispositions
As described in the 2025 Form 10-K, the Company sold its former Europe-North segment and Latin American businesses in 2025. During the six months ended June 30, 2026, the Company paid $4.5 million of transaction-related costs and final post-closing adjustments primarily associated with the Company’s Latin American business dispositions, which reduced net cash proceeds from those transactions. These payments are reflected within “Proceeds from sales of businesses and/or assets, net of direct costs to sell and cash sold” in investing activities in the Consolidated Statements of Cash Flows.
In 2025, the Company entered into a definitive agreement to sell its business in Spain, and the business remained classified as held for sale as of June 30, 2026. On August 4, 2026, the Company completed the sale of this business for a purchase price of approximately $132.3 million. Final net proceeds remain subject to certain customary post-closing adjustments and the payment of transaction-related fees and expenses. The Company expects to recognize a gain on sale during the third quarter of 2026.
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CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Assets and Liabilities of Discontinued Operations
As of June 30, 2026 and December 31, 2025, assets and liabilities of discontinued operations relate solely to the Company’s former business in Spain. The related assets and liabilities are presented as current in the Consolidated Balance Sheets.
The following table presents the carrying amounts of the major classes of assets and liabilities of discontinued operations:

(In thousands)June 30,
2026
December 31,
2025

Assets of discontinued operations:
Cash and cash equivalents$10,143 $21,115 
Accounts receivable, net40,604 45,455 
Prepaid expenses and other current assets
6,641 9,668 
Property, plant and equipment, net
63,375 60,916 

Operating lease right-of-use assets61,385 61,131 
Other assets5,125 4,424 

Current assets of discontinued operations on Consolidated Balance Sheets
$187,273 $202,709 

Liabilities of discontinued operations:
Accounts payable and accrued expenses
$28,440 $36,147 
Operating lease liabilities59,085 60,156 
Deferred revenue1,282 1,420 

Other liabilities
1,541 1,586 

Current liabilities of discontinued operations on Consolidated Balance Sheets
$90,348 $99,309 

Letters of Credit and Guarantees
As of June 30, 2026, the Company had an outstanding letter of credit of $7.0 million and bank guarantees of $9.0 million, both related to its former business in Spain, which were supported by $0.7 million in cash collateral. On August 4, 2026, the Company completed the sale of this business. The related letter of credit was canceled, and the related bank guarantees are expected to be transferred to the buyer.
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CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Income from Discontinued Operations
The following table presents the major components of income from discontinued operations:

Three Months EndedSix Months Ended
(In thousands)June 30,June 30,
2026(1)
2025(2)
2026(1)
2025(3)

Revenue$32,242 $42,579 $58,895 $216,505 
Expenses:
Direct operating expenses
18,192 23,585 38,562 153,407 
Selling, general and administrative expenses
4,360 7,119 9,492 43,822 
Corporate expenses
17 1,050 44 10,221 

Interest expense (income), net(4)
(38)(137)(107)7,223 
Other expense (income), net(5)
1,118 (3,505)2,009 7,532 
Income (loss) from discontinued operations before net gain (loss) on sold and held-for-sale businesses and income taxes8,593 14,467 8,895 (5,700)
Gain (loss) on sold and held-for-sale businesses, net(6)
(193)(7,641)290 131,973 
Income tax expense attributable to discontinued operations(3,362)(2,508)(2,694)(3,440)
Income from discontinued operations, net of income taxes$5,038 $4,318 $6,491 $122,833 

(1)Discontinued operations for the three and six months ended June 30, 2026 include results from the Company’s former business in Spain (sold on August 4, 2026).
(2)Discontinued operations for the three months ended June 30, 2025 include results from the Company’s former business in Spain and its former business in Brazil (sold on October 1, 2025).
(3)Discontinued operations for the six months ended June 30, 2025 include results from the Company’s former businesses in Spain and Brazil, its former Europe-North segment through its date of sale (March 31, 2025), and its former businesses in Mexico, Peru and Chile through their date of sale (February 5, 2025).
(4)Interest expense, net, for the six months ended June 30, 2025 primarily relates to the term loans of Clear Channel International B.V. (“CCIBV”), an indirect wholly owned subsidiary of the Company. These term loans (the “CCIBV Term Loan Facility”) were fully prepaid on March 31, 2025 in connection with the sale of the Europe-North segment.
(5)Other expense, net, for the three and six months ended June 30, 2026 primarily consists of transaction costs related to the Spain sales process. Other expense (income), net, for the three and six months ended June 30, 2025 reflects transaction costs related to the international sales processes and foreign currency losses on intercompany notes, offset by net gains on the sale of operating assets. For the six months ended June 30, 2025, other expense, net, also includes a $5.4 million loss on debt extinguishment related to the prepayment of the CCIBV Term Loan Facility.
(6)For the three and six months ended June 30, 2026, the Company recognized a net loss of $0.2 million and a net gain of $0.3 million, respectively, primarily related to post-closing transaction costs and purchase price adjustments associated with the dispositions of its former Latin American businesses and Europe-North segment. For the three months ended June 30, 2025, the Company recognized a loss of $7.6 million related to its former business in Brazil and the sales of its other former Latin American and Europe-North segment businesses. For the six months ended June 30, 2025, the Company recognized a net gain of $132.0 million from the sales of its former Latin American businesses and Europe-North segment, partially offset by a loss related to its former business in Brazil.
Capital Expenditures of Discontinued Operations
The following table presents capital expenditures for discontinued operations:

Three Months EndedSix Months Ended
(In thousands)June 30,June 30,
2026202520262025
Capital expenditures(1)
$2,145 $3,727 $5,588 $16,022 

(1)In addition to capital expenditures paid during the reported periods, the Company had accrued but unpaid capital expenditures for discontinued operations of $0.8 million and $1.3 million as of June 30, 2026 and 2025, respectively.
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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 3 – SEGMENT DATA
The Company operates two reportable segments, which reflect how the Company is managed: America and Airports, with remaining operations in Singapore reported as “Other.” The America segment offers out-of-home advertising primarily on roadside billboards and street furniture in markets across the U.S., while the Airports segment offers out-of-home advertising at airports in the U.S. and the Caribbean.
Segment Adjusted EBITDA is the profitability metric reported to the Company’s chief operating decision maker (“CODM”). It is calculated as revenue less direct operating expenses and selling, general and administrative expenses, excluding restructuring and other costs. Restructuring and other costs include costs associated with cost-saving initiatives such as severance, consulting and termination costs and other special costs.
The following table presents revenue, significant expenses, Segment Adjusted EBITDA and capital expenditures for each reportable segment for the three and six months ended June 30, 2026 and 2025. Segment information for total assets is not presented as this information is not used by the CODM to measure segment performance or allocate resources between segments.

(In thousands)Three Months Ended
June 30,Six Months Ended
June 30,
2026202520262025
America

Revenue
$324,316 $303,111 $602,803 $557,304 
Site lease expense(1)
96,087 94,115 188,736 182,450 
Employee compensation costs(2)
48,524 43,903 93,296 85,937 
Other segment expenses(3)
37,328 37,492 73,692 73,445 
Segment Adjusted EBITDA
$142,377 $127,601 $247,079 $215,472 
Capital expenditures$13,754 $8,827 $21,670 $18,646 

Airports

Revenue
$113,601 $99,685 $208,827 $179,668 
Site lease expense(1)
67,113 59,915 123,589 111,153 
Employee compensation costs(2)
8,963 8,213 16,971 15,632 
Other segment expenses(3)
7,635 7,210 15,451 14,223 
Segment Adjusted EBITDA
$29,890 $24,347 $52,816 $38,660 
Capital expenditures$2,157 $2,559 $5,891 $4,793 

(1)Site lease expense includes rent for both lease and non-lease contracts and consists of payments for land or space used by the Company’s advertising displays, including minimum guaranteed payments and revenue-sharing arrangements. 
(2)Employee compensation costs include employee salaries and wages, sales commissions and guarantees, bonuses, employee benefits and payroll taxes. The costs presented in this table exclude restructuring and other costs, such as severance, which are not included in the calculation of Segment Adjusted EBITDA. 
(3)Other segment expenses consist of expenses within “Direct operating expenses” and “Selling, general and administrative expenses” on the Consolidated Statements of Income (Loss), excluding site lease expense, employee compensation costs, and restructuring and other costs (as previously defined). Specifically, other segment expenses include production, installation and maintenance costs related to the printing, transporting, posting and maintaining of advertising copy; costs to operate out-of-home displays, including electricity, repair and maintenance costs; and other general operating expenses, such as marketing, facilities and information technology costs.
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CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The following table reconciles certain of the reportable segment measures disclosed in the above table to the Company’s consolidated measures for its continuing operations:

(In thousands)Three Months Ended
June 30,Six Months Ended
June 30,
2026202520262025
Revenue
America$324,316 $303,111 $602,803 $557,304 
Airports113,601 99,685 208,827 179,668 
Other123 12 274 16 
Total$438,040 $402,808 $811,904 $736,988 

Segment Adjusted EBITDA
America$142,377 $127,601 $247,079 $215,472 
Airports29,890 24,347 52,816 38,660 
Other(278)(381)(559)(571)
Total$171,989 $151,567 $299,336 $253,561 

Reconciliation of Segment Adjusted EBITDA to Income (Loss) From Continuing Operations Before Income Taxes
Segment Adjusted EBITDA$171,989 $151,567 $299,336 $253,561 
Less reconciling items:
Corporate expenses(1)
36,581 31,123 67,399 50,903 
Restructuring and other costs(2)
95 — 272 5 
Depreciation and amortization41,246 43,335 82,769 86,339 

Other operating expense (income), net5,011 (315)20,357 (6,100)
Interest expense, net99,027 96,026 197,525 195,387 
Gain on extinguishment of debt— (28,796)— (28,796)
Other income, net(268)(663)(1,009)(912)
Income (loss) from continuing operations before income taxes$(9,703)$10,857 $(67,977)$(43,265)

Capital Expenditures
America$13,754 $8,827 $21,670 $18,646 
Airports2,157 2,559 5,891 4,793 
Other— 40 31 52 
Corporate1,266 1,401 2,143 2,567 
Total(3)
$17,177 $12,827 $29,735 $26,058 

(1)Corporate expenses primarily consist of infrastructure and support costs related to information technology, human resources, legal (including estimated costs for legal liabilities), finance, business services and administrative functions, as well as overall executive and support functions. Share-based compensation expense and certain restructuring and other costs are also included in corporate expenses.
(2)Restructuring and other costs presented in this table exclude those costs related to corporate functions, which are included within the “Corporate expenses” line item.
(3)In addition to capital expenditures paid during the reported periods, the Company had accrued but unpaid capital expenditures for continuing operations of $6.0 million and $3.5 million as of June 30, 2026 and 2025, respectively.
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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 4 – REVENUE
The Company generates revenue primarily from the sale of advertising on printed and digital out-of-home displays, with substantially all revenue from continuing operations generated in the U.S. Certain revenue transactions qualify as leases for accounting purposes, as they grant customers the right to control the use of the Company’s advertising displays for a specified period. Transactions that meet the definition of a lease are accounted for under Accounting Standards Codification (“ASC”) 842, while the remaining revenue transactions are accounted for as revenue from contracts with customers under ASC 606. The timing and pattern of revenue recognition are substantively the same under both standards.
The following table presents revenue from contracts with customers, revenue from leases and total revenue from continuing operations for the three and six months ended June 30, 2026 and 2025:

(In thousands)Three Months Ended
June 30,Six Months Ended
June 30,
2026202520262025
Revenue
Revenue from contracts with customers(1)
$388,985 $257,561 $707,118 $465,773 
Revenue from leases(1)
49,055 145,247 104,786 271,215 
Total$438,040 $402,808 $811,904 $736,988 

(1)The year-over-year change in the mix of revenue from contracts with customers and leases is primarily due to changes in contract terms affecting whether arrangements provide customers the right to control the use of the Company’s advertising displays, resulting in more arrangements being accounted for under ASC 606 rather than ASC 842.
Refer to Note 3 for disaggregation of revenue by reportable segment, which reflects how the Company generates revenue across its businesses and evaluates operating performance.
The Company does not disclose the value of unsatisfied performance obligations as the majority of its contracts with customers have original expected durations of one year or less. For contracts with an original expected duration of more than one year, the amount to be invoiced corresponds directly to the value that will be received by the customer under the contract.

NOTE 5 – LONG-TERM DEBT
Long-term debt outstanding as of June 30, 2026 and December 31, 2025 consisted of the following:

(In thousands)Maturity
June 30,
2026December 31,
2025
Receivables-Based Credit FacilityJune 2030
$— $— 
Revolving Credit FacilityJune 2030
— — 
Term Loan Facility
August 2028
425,000 425,000 
Clear Channel Outdoor Holdings 7.875% Senior Secured Notes
April 2030
865,000 865,000 
Clear Channel Outdoor Holdings 7.125% Senior Secured Notes
February 2031
1,150,000 1,150,000 
Clear Channel Outdoor Holdings 7.500% Senior Secured Notes
March 2033
900,000 900,000 
Clear Channel Outdoor Holdings 7.750% Senior Notes
April 2028
899,311 899,311 
Clear Channel Outdoor Holdings 7.500% Senior Notes
June 2029
905,950 905,950 
Finance leases
3,489 3,636 
Original issue discount(2,967)(3,605)
Long-term debt fees(38,154)(42,299)
Total debt5,107,629 5,102,993 
Less: Current portion
314 312 
Total long-term debt$5,107,315 $5,102,681 

The aggregate market value of the Company’s debt, based on quoted market prices, was approximately $5.3 billion as of June 30, 2026 and December 31, 2025. Under the fair value hierarchy established by ASC 820-10-35, these inputs are classified as Level 1.
As of June 30, 2026, the Company was in compliance with all covenants contained in its debt agreements.
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CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Letters of Credit, Surety Bonds and Guarantees
The Company has letters of credit, surety bonds and bank guarantees related to various operational matters, including insurance, bid, concession and performance bonds.
As of June 30, 2026, the Company had $87.6 million of letters of credit outstanding under its receivables-based credit facility, resulting in $112.4 million of excess ava