Clear Channel Outdoor Holdings, Inc.
For the period ended Mar 31, 2026. Filed May 6, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001334978-25-000037
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsOverviewCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-06.
0001334978-26-000018
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsOverviewThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 30 previous paragraphs and 23 current paragraphs.
5 unchanged; 9 reworded; 9 added; 15 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (9)
Current report
We operate two reportable segments: America, which includes our U.S. roadside billboard and street furniture advertising operations, and Airports, which includes our U.S. and Caribbean airport advertising operations. Our remaining operations in Singapore are reported as “Other.”
Current report
Substantially all of our historical international operations have been exited or, in the case of our operations in Spain, are classified as held for sale, and are reported as discontinued operations for all periods presented.
Current report
There can be no assurance that all required closing conditions will be satisfied or that the Merger will be completed on the expected timeline or at all. Until the Merger is consummated or the Merger Agreement is terminated, we are subject to certain restrictions on the conduct of our business, which may limit our ability to pursue certain strategic initiatives, capital allocation decisions or other actions that we might otherwise undertake.
Current report
The Merger also introduces broader uncertainty regarding our future operations, strategic direction and capital structure. While we continue to operate the business in the ordinary course, the outcome and timing of the Merger may affect our financial condition, liquidity planning and strategic priorities. For a more complete discussion of the risks and uncertainties associated with the Merger, refer to Item 1A of the 2025 Form 10-K.
Current report
Macroeconomic conditions influence our operating results and financial condition. Inflation remains above the U.S. Federal Reserve’s long-term target and has exhibited increased volatility in recent periods, including as a result of fluctuations in energy prices and broader geopolitical developments. While interest rates declined in 2025, they remain above recent historical averages and continue to be subject to market volatility, resulting in elevated borrowing costs that impact our cost of debt and overall financing environment.
Current report
We continue to monitor developments related to global trade and tariff policies. Recent policy actions and related legal and regulatory developments, as well as ongoing geopolitical tensions, including in the Middle East, have contributed to an evolving trade and supply chain environment. While we have not experienced a material impact to date, these dynamics have resulted in isolated cost pressures for certain materials and components used in our operations, and future changes could affect our operating costs, supply chain arrangements and pricing.
Current report
Advertising demand is sensitive to broader economic conditions, as spending on out-of-home advertising generally correlates with overall economic activity, including changes in gross domestic product. While macroeconomic conditions in early 2026 have become more uncertain, demand across our portfolio has remained relatively resilient. However, continued economic uncertainty or a slowdown in economic activity could adversely impact advertiser spending in future periods.
Removed paragraphs (15)
Previous report
•Critical Accounting Estimates – Overview of the material accounting estimates that involve significant estimation uncertainty, which we believe are most relevant to understanding the assumptions and judgments in our consolidated financial statements.
Previous report
As noted in our 2024 Annual Report on Form 10-K, we classified our Europe-North segment and our Latin American businesses as discontinued operations as of December 31, 2024, in addition to our business in Spain, which we classified as discontinued operations in 2023. Accordingly, these businesses are reported as discontinued operations in the financial statements included in this Quarterly Report on Form 10-Q for all periods presented, resulting in changes in the presentation of certain prior period amounts.
Previous report
On February 5, 2025, we sold our businesses in Mexico, Peru and Chile to Global Media US LLC in a simultaneous sign-and-close transaction for a purchase price of $34.0 million, subject to certain customary adjustments.
Previous report
On March 31, 2025, we sold our Europe-North segment businesses to Bauer Radio Limited, a subsidiary of Bauer Media Group, for a purchase price of $625.0 million, subject to certain customary adjustments.
Previous report
On October 1, 2025, we sold our business in Brazil to Publibanca Brasil S.A., an affiliate of Eletromidia S.A., for a purchase price of approximately $15.0 million, subject to certain customary adjustments. We intend to use the net proceeds from the sale, after payment of transaction-related fees and expenses, to improve liquidity and increase financial flexibility as permitted under our debt agreements.
Previous report
In 2025, we used net proceeds from business sales and cash on hand to reduce our outstanding debt by approximately $605 million, improving our capital structure. These actions included:
Previous report
•On March 31, 2025, we fully prepaid the $375.0 million CCIBV Term Loan Facility, along with accrued interest.
Previous report
•In the second quarter of 2025, we repurchased $229.7 million of our 7.750% and 7.500% Senior Notes for a total cash payment of $203.4 million, including accrued interest and related fees.
Previous report
In 2025, we also took actions to extend our debt maturity profile, enhancing liquidity. These included:
Previous report
•On June 12, 2025, we amended our Receivables-Based Credit Agreement and Senior Secured Credit Agreement to, among other things, extend the maturity dates of the related credit facilities to June 2030 and adjust the respective revolving credit commitments.
Previous report
•On August 4, 2025, we refinanced $2.0 billion of our existing senior secured notes, including our 5.125% Senior Secured Notes due 2027 and 9.000% Senior Secured Notes due 2028, with the issuance of $1.15 billion of 7.125% Senior Secured Notes due 2031 and $0.9 billion of 7.500% Senior Secured Notes due 2033.
Previous report
Inflation has continued to moderate from previous levels but remains above the U.S. Federal Reserve’s target. Interest rates also declined modestly following the Federal Reserve’s 25-basis-point reductions to the federal funds rate in each of September and October 2025; however, borrowing costs remain elevated relative to recent historical averages. Inflation and higher interest rates have created cost pressures in certain areas of our operations in the past and may further influence operating expenses and borrowing costs in the future.
Previous report
Additionally, global trade policy remains highly uncertain. Since the beginning of 2025, the U.S. has expanded its use of tariffs, including higher tariffs on goods from China and the European Union, as well as on imports of steel, aluminum and certain technology products. The global trade environment continues to evolve, with several major tariff policies maintained and/or expanded and additional measures announced or under review as negotiations continue. Although we have not experienced material impacts to date, these developments have resulted in isolated cost pressures, primarily related to certain materials and components, and we continue to monitor potential future impacts. We maintain mitigation strategies, such as locked-in pricing agreements with key suppliers, to limit near-term exposure to price fluctuations. However, the long-term effects of evolving trade policies and economic conditions remain uncertain, and our strategies may not be successful or fully offset these risks. We continue to monitor these developments and may adjust procurement, pricing and supply chain strategies as needed.
Reworded paragraphs (9)
Previous wording
Management’s discussion and analysis of financial condition and results of operations (“MD&A”) should be read in conjunction with the condensed consolidated financial statements and related notes in Item 1 of Part I of this Quarterly Report on Form 10-Q and the Company’s 2024 Annual Report on Form 10-K. All references in this Quarterly Report on Form 10-Q to “the Company,” “we,” “us” and “our” refer to Clear Channel Outdoor Holdings, Inc. and its consolidated subsidiaries.
Current wording
Management’s discussion and analysis of financial condition and results of operations (“MD&A”) should be read in conjunction with the condensed consolidated financial statements and related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and the 2025 Form 10-K. All references in this Quarterly Report on Form 10-Q to “the Company,” “we,” “us” and “our” refer to Clear Channel Outdoor Holdings, Inc. and its consolidated subsidiaries.
Previous wording
•Overview – Discussion of the nature, key developments and trends of our business, providing context for the rest of this MD&A.
Current wording
•Overview – Discussion of the nature, key developments and trends of our business, providing context for the remainder of this MD&A.
Previous wording
•Results of Operations – Analysis of our financial performance at both the consolidated and segment levels.
Current wording
•Results of Operations – Analysis of financial performance at both the consolidated and segment levels.
Previous wording
•Liquidity and Capital Resources – Discussion of our short- and long-term liquidity, including material cash requirements and the anticipated sources of funds needed to meet these requirements.
Current wording
•Liquidity and Capital Resources – Discussion of short- and long-term liquidity, including material cash requirements and the anticipated sources of funds needed to meet these requirements.
Previous wording
This discussion contains forward-looking statements, which are subject to risks and uncertainties, and actual results may differ materially from those contained in any forward-looking statements. See “Cautionary Statement Concerning Forward-Looking Statements” contained at the end of this MD&A.
Current wording
This discussion contains forward-looking statements that are subject to risks and uncertainties, and actual results may differ materially from those expressed in any forward-looking statements. See “Cautionary Statement Concerning Forward-Looking Statements” at the end of this MD&A.
Previous wording
We generate revenue by selling advertising on the out-of-home displays we own or operate, including roadside billboards, street furniture and airport displays, using both digital and printed formats. We operate two reportable business segments: America (U.S. operations excluding airports) and Airports (U.S. and Caribbean airport operations), with our remaining operations in Singapore reported as “Other.”
Current wording
We generate revenue by selling advertising on out-of-home displays we own or operate, including roadside billboards, street furniture and airport displays, in both digital and printed formats.
Previous wording
On September 7, 2025, we entered into a definitive agreement to sell our business in Spain to Atresmedia Corporación de Medios de Comunicación, S.A. for a purchase price of approximately $134.9 million, based on the prevailing exchange rate as of September 30, 2025, subject to certain customary adjustments. The transaction is expected to close by early 2026, upon satisfaction of regulatory approval. We intend to use the anticipated net proceeds from the sale, after payment of transaction-related fees and expenses, to further reduce our outstanding debt.
Current wording
In 2025, we entered into a definitive agreement to sell our business in Spain for an aggregate purchase price of €115 million, subject to certain customary adjustments. The transaction is expected to close in the second quarter of 2026, upon satisfaction of required regulatory approvals. We intend to use the anticipated net proceeds from the sale, after payment of transaction-related fees and expenses, to further reduce our outstanding debt, subject to the outcome of the Merger described below.
Previous wording
For additional details, refer to Note 2 to our Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q.
Current wording
On February 9, 2026, we entered into the Merger Agreement with Parent and Merger Sub, pursuant to which the Company is to be acquired by an investor consortium comprised of affiliates and/or certain investment funds advised by Mubadala Capital, in partnership with TWG Global. Under the terms of the Merger Agreement, the consortium will acquire all outstanding shares of our common stock (subject to certain exceptions), with our common stockholders receiving $2.43 per share in cash. The Merger is expected to close by the end of the third quarter of 2026, subject to the satisfaction of customary closing conditions, including receipt of required stockholder and regulatory approvals. If the Merger is consummated, our common stock will no longer be listed for trading on any public market. Refer to Note 1 to our Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information regarding the Merger.
Previous wording
Although inflation and broader economic uncertainty can influence consumer behavior and advertiser spending, demand has remained resilient, particularly across our digital out-of-home platforms. Due to the seasonality of our business, however, interim results are not necessarily indicative of full-year performance. Historically, revenue and Segment Adjusted EBITDA are lowest in the first quarter and strongest in the fourth quarter, in line with seasonal advertising trends.
Current wording
Due to the seasonality of our business, interim results are not necessarily indicative of full-year performance. Historically, revenue and Segment Adjusted EBITDA are lowest in the first quarter and strongest in the fourth quarter, consistent with seasonal advertising trends.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
For additional details, refer to Note 5 to our Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q.