Results

Clear Channel Outdoor Holdings Inc.

02/26/2026 | Press release | Distributed by Public on 02/26/2026 05:07

Annual Report for Fiscal Year Ending DECEMBER 31, 2025 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's discussion and analysis of financial condition and results of operations ("MD&A") should be read in conjunction with the audited consolidated financial statements and related notes in Item 8of this Annual Report on Form 10-K. References in this report to "the Company," "we," "us" and "our" refer to Clear Channel Outdoor Holdings, Inc. and its consolidated subsidiaries.
The MD&A is organized as follows:
•Overview- Discussion of the nature, key developments and trends of our business, providing context for the rest of this MD&A.
•Results of Operations- Analysis of our financial performance at both the consolidated and segment levels.
•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.
•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.
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 in Item 1Awithin this Annual Report on Form 10-K.
OVERVIEW
Description of Our Business, Segments and Discontinued Operations
We generate revenue by selling advertising on 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, which includes our U.S. roadside billboard and street furniture operations, and Airports, which includes our U.S. and Caribbean airport advertising operations. Our remaining operations in Singapore are reported as "Other." For additional information about our segments, refer to Note 4 to our Consolidated Financial Statements in Item 8of this Annual Report on Form 10-K.
As part of strategic actions taken in prior periods to optimize our portfolio and focus on U.S.-based operations, 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. The discussion below summarizes the international dispositions executed as part of this strategy.
Pending Take-Private Merger
On February 9, 2026, we entered into the Merger Agreement with Parent and Merger Sub, pursuant to which the Company is expected 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, Merger Sub will be merged with and into the Company, 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 our 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, by Parent or any of its subsidiaries, or for 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 thereon. Upon consummation of the Merger, we will become a privately held company, and our common stock will no longer be listed on any public market.
The Merger is expected to close by the end of the third quarter of 2026, subject to the satisfaction of certain customary closing conditions, including receipt of required stockholder and regulatory approvals. These approvals include expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act and review by the Committee on Foreign Investment in the United States. There can be no assurance that the required approvals will be obtained or that the Merger will be completed on the expected timeline or at all. The closing of the Merger will not occur prior to March 26, 2026, without the prior written consent of Parent. 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.
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, or $19.9 million if such termination occurs during the "go-shop" period (as defined in the Merger Agreement). 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.
The pending Merger introduces uncertainty regarding our future operations, strategic direction and capital structure. While management continues 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 1Aof this Annual Report on Form 10-K.
The foregoing discussion is intended to provide an overview of the pending transaction. Additional details regarding the Merger Agreement are described in Item 1and in the Merger Agreement filed as an exhibit to this Annual Report on Form 10-K.
International Sales Processes and Dispositions
Since late 2021, we have pursued strategic actions to simplify our operating structure and focus on our more profitable U.S. operations, with the objective of improving organic cash flow and reducing leverage.
During 2023, we completed the sales of our businesses in Switzerland, Italy and France. In the first quarter of 2025, we completed the sale of our businesses in Mexico, Peru and Chile, followed by the sale of our former Europe-North segment businesses, and in the fourth quarter of 2025, we completed the sale of our business in Brazil. The net proceeds from these completed transactions were used primarily to improve liquidity, increase financial flexibility and reduce indebtedness, as permitted under our debt agreements, including the full repayment of the CCIBV Term Loan Facility.
In September 2025, we entered into a definitive agreement to sell our remaining discontinued operations in Spain for a purchase price of approximately $135.1 million, based on the prevailing exchange rate as of December 31, 2025, subject to certain customary adjustments. The transaction is expected to close in the first half of 2026, upon satisfaction of regulatory approval, and we intend to use the anticipated net proceeds from the sale, after payment of transaction-related fees and expenses, to further reduce outstanding debt, subject to the status and outcome of the pending Merger.
For additional information regarding these transactions, refer to Note 3 to our Consolidated Financial Statements in Item 8of this Annual Report on Form 10-K.
Macroeconomic Trends and Uncertainties
Macroeconomic conditions have influenced our operating results and financial condition in recent years. During 2025, inflation moderated from previous elevated levels but remained above the U.S. Federal Reserve's long-term target. While this moderation eased certain cost pressures, inflation and broader economic conditions continue to influence our operating costs, and the future impact of any changes remains uncertain.
Interest rates also declined during 2025 following actions by the U.S. Federal Reserve; however, borrowing costs remain elevated relative to recent historical averages, which has impacted, and may continue to impact, our cost of debt and overall financing environment.
Advertising demand is sensitive to broader economic conditions, as spending on out-of-home advertising generally correlates with changes in gross domestic product. While macroeconomic uncertainty affected advertising demand in certain markets in prior periods, demand across our portfolio remained resilient during 2025. In addition, high numbers of air-travel passengers contributed to our strong performance in our Airports segment.
We also continue to monitor macroeconomic uncertainties related to global trade and tariff policies. During 2025, changes in trade policies and the expansion of certain tariffs resulted in isolated cost increases for certain materials and components used in our operations. Although we have not experienced a material adverse impact from these developments to date, future changes in trade policies could affect our operating costs or supplier arrangements, and the longer-term effects remain uncertain.
We believe we are positioned to manage these uncertainties through ongoing cost discipline and liquidity management. For additional discussion of market risks and related uncertainties, refer to Item 1Aand Item 7Aof this Annual Report on Form 10-K.
Debt Activity
Over the past several years, we have taken significant actions to strengthen our capital structure. During 2025, we materially reduced outstanding debt and extended our debt maturity profile through a combination of business sales, debt repayments and refinancing transactions.
In 2025, we used net proceeds from business sales and cash on hand to reduce our outstanding indebtedness by approximately $605 million. These actions included the full prepayment of the $375.0 million CCIBV Term Loan Facility and the repurchase of $229.7 million of our senior unsecured notes in open-market transactions. Collectively, these actions reduced total debt outstanding and lowered future interest obligations.
In addition, we amended our receivables-based and senior secured credit facilities to, among other things, extend the maturity dates of the related credit facilities and adjust revolving credit commitments, as well as refinanced $2.0 billion of our senior secured notes with longer-dated notes. As a result, we extended our debt maturity profile and improved near-term liquidity. Following these transactions, we have no significant debt maturities until 2028.
These actions build upon transactions completed in 2024, including debt issuances and refinancings, which together helped reposition our capital structure and reduced near-term refinancing risk.
For additional information regarding our debt arrangements and related transactions, refer to Note 6 to our Consolidated Financial Statements in Item 8of this Annual Report on Form 10-K.
RESULTS OF OPERATIONS
The following discussion of our results of operations focuses on continuing operations and is presented on both a consolidated and segment basis.
•Our operating segment profit measure is Segment Adjusted EBITDA, which is calculated as revenue less direct operating expenses and selling, general and administrative expenses, excluding restructuring and other costs. Restructuring and other costs are defined as costs associated with cost-saving initiatives such as severance, consulting, termination and other special costs.
•Corporate expenses, depreciation and amortization, other operating income and expense, non-operating income and expenses, and income taxes are managed on a total company basis and, accordingly, are included only in our discussion of consolidated results of continuing operations.
•Results of discontinued operations are presented and discussed separately below.
2025 Compared to 2024
Consolidated Results of Continuing Operations
(In thousands) Year Ended December 31, %
2025 2024 Change
Revenue $ 1,604,140 $ 1,505,230 6.6%
Operating expenses:
Direct operating expenses
748,023 680,578 9.9%
Selling, general and administrative expenses
262,383 252,907 3.7%
Corporate expenses
110,925 126,904 (12.6)%
Depreciation and amortization 174,952 173,998 0.5%
Other operating income, net (2,749) (8,340)
Operating income 310,606 279,183
Interest expense, net (395,649) (401,541)
Loss on extinguishment of debt, net
(14,956) (2,393)
Other income (expense), net 1,199 (8,378)
Loss from continuing operations before income taxes (98,800) (133,129)
Income tax benefit (expense) attributable to continuing operations (4,947) 9,365
Loss from continuing operations (103,747) (123,764)
Income (loss) from discontinued operations 128,486 (52,114)
Consolidated net income (loss) 24,739 (175,878)
Less: Net income attributable to noncontrolling interests 4,800 3,376
Net income (loss) attributable to the Company $ 19,939 $ (179,254)
Consolidated Revenue
Our revenue is generated from selling advertising on out-of-home displays we own or operate, including roadside billboards, street furniture and airport displays. Our portfolio includes both printed and digital displays.
Consolidated revenue increased by $98.9 million, or 6.6%, in 2025 compared to 2024, reflecting growth across both segments. Growth in the America segment primarily reflected revenue generated under the roadside billboard contract with the New York Metropolitan Transportation Authority ("MTA"), which commenced in November 2024, and, to a lesser extent, improved performance in the San Francisco/Bay Area market. Growth in the Airports segment reflected strong advertising demand across major airports.
Consolidated revenue growth was primarily attributable to higher digital revenue, reflecting the addition of new digital inventory and increased advertiser demand. The table below provides additional information on consolidated digital revenue.
(In thousands) Year Ended December 31, %
2025 2024 Change
Digital revenue $ 707,695 $ 622,251 13.7%
Percent of total consolidated revenue
44.1 % 41.3 %
Consolidated Direct Operating Expenses
The largest component of our direct operating expenses is site lease expense, which includes rent for both lease and non-lease contracts and consists of payments for land or space used by our advertising displays, including minimum guaranteed payments and revenue-sharing arrangements. Direct operating expenses also include production, installation and maintenance costs related to the printing, transporting, posting and maintaining of advertising copy, as well as costs to operate our out-of-home displays, such as electricity for digital displays, repair and maintenance costs, and employee-related costs for our real estate and operations functions.
Consolidated direct operating expenses increased by $67.4 million, or 9.9%, in 2025 compared to 2024, primarily driven by higher site lease expense, reflecting the impact of the MTA contract, higher rent associated with increased advertising revenue, and, to a lesser extent, lower rent abatements. Rent abatements in prior periods were non-recurring and are not expected to continue.
The table below provides additional information on certain drivers of consolidated direct operating expenses.
(In thousands)
Year Ended December 31,
%
2025 2024 Change
Site lease expense $ 624,164 $ 561,528 11.2%
Reductions of rent expense on lease and non-lease contracts from rent abatements 1,440 10,311 (86.0)%
Restructuring and other costs
118 1,064 (88.9)%
Consolidated Selling, General and Administrative ("SG&A") Expenses
SG&A expenses primarily consist of employee-related costs for sales, marketing, segment leadership and support functions, as well as other costs associated with those functions, including sales and marketing-related expenses, facilities, information technology and other general expenses.
Consolidated SG&A expenses increased by $9.5 million, or 3.7%, in 2025 compared to 2024, primarily driven by higher employee compensation, reflecting sales-driven incentives and increased headcount, pay and related benefit costs.
The table below summarizes restructuring and other costs included within consolidated SG&A expenses.
(In thousands)
Year Ended December 31,
%
2025 2024 Change
Restructuring and other costs
$ 1,268 $ 1,899 (33.2)%
Corporate Expenses
Corporate expenses primarily consist of infrastructure and support costs related to our information technology, human resources, legal, finance, business services and administrative functions, as well as overall executive leadership.
Corporate expenses decreased by $16.0 million, or 12.6%, in 2025 compared to 2024, primarily due to the receipt of $10.1 million in insurance proceeds related to the ongoing recovery of certain amounts previously incurred in connection with a resolved legal matter. These proceeds are reflected in "Restructuring and other costs (reversals), net" in the table below.
The decrease also reflects the absence of certain prior-year legal costs related to property and casualty settlements and lower employee compensation, largely related to insurance benefits. Excluding share-based compensation, these underlying cost decreases totaled $7.7 million.
The table below provides additional information on certain drivers of corporate expenses.
(In thousands)
Year Ended December 31,
%
2025 2024 Change
Share-based compensation expense(1)
$ 25,474 $ 23,076 10.4%
Restructuring and other costs (reversals), net(2)
(4,879) 4,878 NM
(1)Excludes share-based compensation expense for employees of discontinued operations for all periods presented.
(2)Percentage changes that are so large as to not be meaningful have been designated as "NM."
Depreciation and Amortization
Depreciation and amortization expense includes the depreciation of our advertising structures and other property, plant and equipment and the amortization of our finite-lived intangible assets. Depreciation and amortization increased by $1.0 million, or 0.5%, in 2025 compared to 2024.
Other Operating Income, Net
Other operating income, net, was $2.7 million in 2025, compared to $8.3 million in 2024, primarily reflecting net gains on the disposition of operating assets, which were $8.6 million higher in 2024. These net gains were partially offset by transaction costs related to structural initiatives and financial advisory services of $2.1 million in 2025 and $5.2 million in 2024. Refer to Note 14 to our Consolidated Financial Statements in Item 8of this Annual Report on Form 10-K for additional information.
Interest Expense, Net
Interest expense, net, decreased by $5.9 million in 2025 compared to 2024, primarily due to the repurchase of a portion of our senior unsecured notes and lower average interest rates on our Term Loan Facility. These decreases were partially offset by higher interest expense for 2025 associated with the August 2025 senior secured notes refinancing. For additional information regarding these transactions, refer to Note 6 to our Consolidated Financial Statements in Item 8of this Annual Report on Form 10-K.
Loss on Extinguishment of Debt, Net
In 2025, we recognized a net loss on extinguishment of debt of $15.0 million, driven by a $43.8 million loss related to the August 2025 senior secured notes refinancing transactions, partially offset by a $28.8 million gain recognized on the repurchase of a portion of our senior unsecured notes in open-market transactions at a discount.
In 2024, we recognized a loss on extinguishment of debt of $2.4 million related to the prepayment and amendment of the Term Loan Facility.
For additional information, refer to Note 6 to our Consolidated Financial Statements in Item 8of this Annual Report on Form 10-K.
Other Income (Expense), Net
Other income, net, was $1.2 million in 2025, compared to other expense, net of $8.4 million in 2024. The year-over-year change primarily reflects the absence of debt modification expense recognized in 2024, when we incurred $10.0 million related to the issuance of senior secured notes and the associated prepayment and refinancing of the Term Loan Facility.
For additional information regarding these items, refer to Notes 6 and 14 to our Consolidated Financial Statements in Item 8of this Annual Report on Form 10-K.
Income Tax Benefit (Expense) Attributable to Continuing Operations
The effective tax rates for continuing operations were (5.0)% and 7.0% in 2025 and 2024, respectively. The effective tax rate in both years was significantly impacted by changes in the valuation allowance recorded against deferred tax assets, primarily related to interest expense carryforwards, due to uncertainty regarding our ability to realize those assets in future periods. For a full reconciliation of our effective tax rate to the statutory rate and additional details regarding our income tax provision, refer to Note 9 to our Consolidated Financial Statements in Item 8of this Annual Report on Form 10-K.
In the third quarter of 2025, we recognized the effects of the applicable provisions of the One Big Beautiful Bill Act. The impacts were favorable but not material to our consolidated financial statements in the period enacted.
America Results of Operations
(In thousands)
Year Ended December 31,
%
2025 2024 Change
Revenue $ 1,196,824 $ 1,143,510 4.7%
Direct operating expenses(1)
478,584 443,856 7.8%
SG&A expenses(1)
218,588 212,233 3.0%
Segment Adjusted EBITDA 501,038 487,990 2.7%
(1)Includes restructuring and other costs that are excluded from Segment Adjusted EBITDA.
America Revenue
America revenue increased by $53.3 million, or 4.7%, in 2025 compared to 2024, primarily driven by revenue generated under the MTA contract and, to a lesser extent, improved performance in the San Francisco/Bay Area market.
Revenue growth by format was driven by both digital and print billboards, reflecting the addition of new inventory, including assets operated under the MTA contract, as well as higher advertiser demand. Digital revenue growth also benefited from increased programmatic advertising activity.
The table below provides additional information on America digital revenue.
(In thousands)
Year Ended December 31,
%
2025 2024 Change
Digital revenue $ 445,479 $ 415,093 7.3%
Percent of total segment revenue 37.2 % 36.3 %
Revenue growth by sales channel reflected continued strength in local advertising sales across various markets, with national sales also contributing. National sales accounted for 35.5% of America segment revenue in 2025, compared to 36.0% in 2024, with the remainder derived from local sales.
America Direct Operating Expenses
America direct operating expenses increased by $34.7 million, or 7.8%, in 2025 compared to 2024, primarily driven by higher site lease expense, largely attributable to the MTA contract. The increase in site lease expense also reflected higher rent associated with increased advertising revenue. The table below provides information on America site lease expense.
(In thousands)
Year Ended December 31,
%
2025 2024 Change
Site lease expense $ 376,908 $ 346,171 8.9%
America SG&A Expenses
America SG&A expenses increased by $6.4 million, or 3.0%, in 2025 compared to 2024, primarily driven by higher employee compensation, reflecting higher sales commissions, additional sales headcount and pay increases. This increase was partially offset by lower payment processing fees.
Airports Results of Operations
(In thousands)
Year Ended December 31,
%
2025 2024 Change
Revenue $ 407,127 $ 361,488 12.6%
Direct operating expenses(1)
269,313 235,772 14.2%
SG&A expenses(1)
42,595 37,954 12.2%
Segment Adjusted EBITDA 95,219 87,860 8.4%
(1)Includes restructuring and other costs that are excluded from Segment Adjusted EBITDA.
Airports Revenue
Airports revenue increased by $45.6 million, or 12.6%, in 2025 compared to 2024, driven by strong advertising demand, with the most significant growth at the Port Authority of New York and New Jersey, San Francisco International, and Metropolitan Washington Airports Authority airports.
Revenue growth by format was driven by higher digital revenue, partially offset by lower print revenue. The table below provides additional information on Airports digital revenue.
(In thousands)
Year Ended December 31,
%
2025 2024 Change
Digital revenue $ 262,216 $ 207,158 26.6%
Percent of total segment revenue 64.4 % 57.3 %
Revenue growth by sales channel primarily reflected higher national sales, with local sales also contributing. National sales accounted for 62.0% of Airports segment revenue in 2025, compared to 59.4% in 2024, with the remainder derived from local sales.
Airports Direct Operating Expenses
Airports direct operating expenses increased by $33.5 million, or 14.2%, in 2025 compared to 2024, primarily driven by higher site lease expense, which reflected revenue growth and, to a lesser extent, lower rent abatements.
The table below provides additional information on Airports site lease expense and rent abatements.
(In thousands)
Year Ended December 31,
%
2025 2024 Change
Site lease expense $ 247,130 $ 215,355 14.8%
Reductions of rent expense on lease and non-lease contracts from rent abatements 1,440 10,251 (86.0)%
Airports SG&A Expenses
Airports SG&A expenses increased by $4.6 million, or 12.2%, in 2025 compared to 2024, primarily driven by higher employee compensation, reflecting higher incentive-based pay, additional sales headcount and pay increases.
Income (Loss) from Discontinued Operations
Income from discontinued operations was $128.5 million in 2025, compared to a loss of $52.1 million in 2024. The year-over-year change was primarily driven by a $124.6 million net gain on sold businesses in 2025, mainly resulting from international dispositions completed in the first quarter, compared to a $44.4 million net loss in 2024 related to the classification of the Brazil business as held for sale.
The results of discontinued operations in 2025 also reflected lower expenses compared to the prior year, including lower depreciation and amortization following the classification of discontinued businesses as held for sale, lower interest expense following the repayment of the CCIBV Term Loan Facility, and the absence of impairment charges recognized in 2024 related to long-lived assets in Latin America. These favorable impacts were partially offset by the absence of operating income previously contributed by businesses sold during 2025.
For additional information regarding income (loss) from discontinued operations, including details of the major components, refer to Note 3 to our Consolidated Financial Statements in Item 8of this Annual Report on Form 10-K.
2024 Compared to 2023
For a comparison of our historical results of operations for the year ended December 31, 2024 to the year ended December 31, 2023, refer to Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 24, 2025.
LIQUIDITY AND CAPITAL RESOURCES
The following discussion focuses on our liquidity and capital resources for the years ended December 31, 2025 and 2024. For a discussion of our liquidity and capital resources for the year ended December 31, 2023, refer to Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 24, 2025.
Liquidity Analysis
Short-Term Liquidity
Our primary cash requirements include working capital to support business operations, capital expenditures and debt service obligations. We typically fund these needs through cash on hand, cash generated from operations and, when necessary, borrowings under our credit facilities. In 2025, we also received net cash proceeds from the sales of our former Europe-North segment businesses and Latin American businesses, a portion of which was used to reduce outstanding debt. We believe these sources of liquidity will be sufficient to meet our cash requirements for at least the next 12 months.
Long-Term Liquidity
Our long-term cash requirements depend on a variety of factors, including the growth of our business, investments in digital conversions and new technologies, the timing and closing of the Merger, the costs related to the Merger, and the pursuit and outcome of strategic opportunities, including the completion of the sale of our business in Spain. We also have long-term cash requirements related to the repayment of outstanding debt, which, following our August 2025 refinancing transactions, matures between 2028 and 2033.
Generally, we may repay indebtedness as it matures, through refinancing transactions or, from time to time, opportunistic repurchases of outstanding debt securities through open market purchases, privately negotiated transactions or other means. We conducted such repurchases in 2025. Any future repurchase activity will depend on prevailing market conditions, our liquidity needs and contractual restrictions, as well as the status and outcome of the pending Merger. Debt repurchases could materially impact our liquidity, results of operations or leverage ratios, and, as a result, our ability to comply with the covenants in our debt agreements. The amounts involved in any such transactions may be material.
We believe that our sources of liquidity will be adequate to meet our long-term cash requirements. However, our ability to meet these requirements through cash from operations will depend on our future operating results and financial performance, which are subject to uncertainty and may be affected by factors beyond our control, including macroeconomic conditions, interest rates, the closing of the Merger, inflation, global trade policies and geopolitical developments. For additional information regarding these risks, refer to Item 1Aand Item 7Aof this Annual Report on Form 10-K. In addition, our significant interest payment obligations reduce our financial flexibility, increase our vulnerability to changes in operating performance and economic conditions, and reduce our liquidity over time.
We have regularly evaluated potential financing alternatives with our lenders and other parties and may seek supplemental liquidity through additional financing from banks or other lenders, offerings of public or private debt, equity or equity-linked securities, strategic partnerships or a combination thereof. From time to time, we have explored transactions to improve our liquidity and/or refinance our indebtedness and, if the Merger is not consummated, we may continue to explore such transactions. However, there is no assurance that such financing alternatives, liquidity-generating transactions or debt refinancing will be available in sufficient amounts, with reasonable interest rates, or on acceptable terms, or at all, due to market conditions, our financial condition or other factors beyond our control. In addition, the terms of our existing or future debt agreements may limit our ability to incur additional debt. If we are unable to generate sufficient cash from operations or secure supplemental liquidity as needed, our financial condition and ability to meet our obligations could be adversely affected.
Cash Requirements
Working Capital Needs
We utilize working capital primarily to fund ongoing operations and to meet contractual obligations, including commitments under site leases and other non-cancelable contracts.
Site lease payments represent our most significant operating cash requirement and consist of payments for land or space used by our advertising displays. These arrangements include both fixed minimum payments and revenue-sharing components under lease and non-lease contracts. We lease the majority of the land occupied by our billboard structures under long-term site leases, which typically have initial terms of up to 20 years. In addition, most of our airport and street furniture displays operate under long-term contracts, many of which require payments based on the greater of a percentage of advertising revenue or a minimum guaranteed amount. Many of these arrangements include renewal or termination options and contractual rent escalation provisions.
In 2025 and 2024, site lease expense for continuing operations was $624.2 million and $561.5 million, respectively, and is included in direct operating expenses in our Consolidated Statements of Income (Loss). Site lease expense includes the effects of straight-line rent and other non-cash adjustments and may differ from cash payments made during the period. In prior periods, rent abatements reduced our cash payments under certain site lease arrangements; however, these abatements were non-recurring and are not expected to have a material impact on our liquidity in future periods.
In 2025, we entered into a ten-year renewal contract, with a five-year renewal option, for advertising space controlled by the Metropolitan Washington Airports Authority. The contract includes total cash obligations of $253.9 million over the initial ten-year term and up to $412.0 million in total assuming exercise of the renewal option, which is exercisable by the counterparty. In addition, the agreement requires $50.6 million of minimum capital investment over the renewal term. As of December 31, 2025, approximately $19.1 millionof the contractual obligations and required capital investment is payable within the next 12 months.
We expect to fund our site lease and other working capital obligations primarily through cash generated from operations. For additional information regarding our future minimum lease payments and contractual obligations under non-lease contracts, refer to Notes 7 and 8 to our Consolidated Financial Statements in Item 8of this Annual Report on Form 10-K.
Capital Expenditures and Acquisitions
Capital Expenditures
Our capital expenditures primarily relate to the construction, enhancement and maintenance of our out-of-home advertising displays, including continued investment in digital displays as part of our long-term strategy to digitize our network.
For the year ended December 31, 2025, capital expenditures primarily related to continuing operations, with the majority of spending attributable to our America and Airports segments. Capital expenditures in the America segment decreased compared to the prior year, reflecting a shift in the mix of digital deployments toward locations requiring lower levels of investment. Capital expenditures related to discontinued operations declined in 2025 following the sales of our former Europe-North segment businesses and Latin American businesses.
The following table summarizes our capital expenditures for the periods presented:
(In thousands) Years Ended December 31,
2025 2024
America
$ 44,202 $ 63,354
Airports
12,751 12,619
Other
52 13
Corporate 4,779 4,731
Capital expenditures for continuing operations 61,784 80,717
Capital expenditures for discontinued operations 21,095 61,678
Total capital expenditures $ 82,879 $ 142,395
We expect to fund our capital expenditures primarily through cash generated from operations. As of December 31, 2025, we had capital expenditure commitments primarily related to transit, street furniture and airports contracts that include minimum purchase requirements for property, plant and equipment. For additional information regarding future capital expenditure commitments, refer to Note 8 to our Consolidated Financial Statements in Item 8of this Annual Report on Form 10-K.
Acquisitions
In 2025, we acquired out-of-home advertising assets in our America segment for total cash consideration of $0.6 million, consisting of permits and easements.
In 2024, we acquired out-of-home advertising assets in our America segment for cash consideration of $9.0 million, as well as $7.6 million in assets through a non-cash exchange. In addition, during 2024, we acquired out-of-home advertising assets in our former Europe-North segment for cash consideration of $8.4 million and paid $9.3 million in cash consideration, net of cash acquired, to acquire a business that develops and operates urban infrastructure in Norway. Both the Europe-North advertising assets and the Norwegian business were subsequently sold as part of the sale of our Europe-North segment.
Debt Service Obligations
A significant portion of our cash requirements relates to debt service obligations. In 2025 and 2024, we paid cash interest of $394.4 million and $434.5 million, respectively. Thedecrease in 2025reflects a reduction of approximately $605 million in outstanding indebtedness from the repayment of the $375.0 million CCIBV Term Loan Facility and the repurchase of $229.7 million aggregate principal amount of senior unsecured notes, as well as the impact of recent refinancing activity, including changes in interest rates and interest payment timing.
Based on our outstanding indebtedness as of December 31, 2025, and assuming no additional debt prepayments, repurchases, refinancings or issuances, we expect to pay approximately $401 million of cash interest in 2026, including the first interest payments on the 7.125% and 7.500% Senior Secured Notes, and approximately $390 million of cash interest in 2027. These estimates reflect our capital structure as of December 31, 2025 and do not give effect to any potential financing transactions that may occur in connection with or following the consummation of the pending Merger.
Our next scheduled debt maturities do not occur until 2028, when the $899.3 million aggregate principal amount of 7.750% Senior Notes and $425.0 million under our Term Loan Facility become due. For additional details on our outstanding long-term debt and a schedule of future maturities, refer to Note 6 to our Consolidated Financial Statements in Item 8of this Annual Report on Form 10-K.
Sources of Capital and Liquidity
Cash On Hand
As of December 31, 2025, we had $211.1 million of cash and cash equivalents, including $21.1 million held by discontinued operations in Spain and $5.0 million held by our continuing operations subsidiaries outside the U.S., primarily in the Caribbean. At present, any remaining excess cash held by our foreign subsidiaries could be repatriated with minimal U.S. tax consequences, and dividend distributions from international subsidiaries are not expected to trigger a U.S. federal income tax liability.
Cash Flow from Operations
Net cash provided by operating activities primarily reflects cash collected from customers for our out-of-home advertising services, offset by cash payments for site leases, operating costs, employee compensation, interest on debt, taxes and other corporate expenditures. In 2025 and 2024, net cash provided by operating activities was $114.9 million and $79.7 million, respectively.
In 2025, net cash provided by operating activities increased by $35.1 million compared to 2024.The increase was driven primarily by lower cash interest payments of $40.1 million, as discussed above, and the absence of a $13.1 millionpayment to the SEC made during 2024 related to the resolution of the investigation of our former indirect, non-wholly-owned subsidiary, Clear Media Limited. Operating cash flow in 2025 also benefited from the receipt of $10.1 million in insurance proceeds related to the ongoing recovery of certain amounts previously incurred in connection with a resolved legal matter. These favorable impacts were partially offset by lower operating cash contributions from international businesses sold during the year.
Dispositions
In 2025, we received net cash proceeds of$607.8 million from business and asset dispositions. These proceeds, net of direct transaction costs paid and cash transferred with the businesses, included $572.0 million from the sale of the businesses constituting our Europe-North segment, $11.9 million from the sale of our businesses in Mexico, Peru and Chile, and $8.2 millionfrom the sale of our business in Brazil, with the remaining proceeds from asset dispositions. A portion of the proceeds from these sales was used to prepay the CCIBV Term Loan Facility and related accrued interest, with the remainder used to improve liquidity and increase financial flexibility as permitted under our debt agreements. In 2024, we received net cash proceeds of $13.7 million from asset dispositions.
In September 2025, we entered into a definitive agreement to sell our business in Spain for a purchase price of €115 million, or approximately $135.1 million based on the prevailing exchange rate as of December 31, 2025, subject to customary adjustments. To mitigate foreign currency risk, we entered into a purchased foreign exchange option that provides for minimum U.S. dollar proceeds of at least $130.0 million, before customary adjustments, with the final amount potentially higher depending on exchange rates at closing. The transaction is expected to close in the first half of 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, subject to the status and outcome of the pending Merger.
Credit Facilities
We have access to a Revolving Credit Facility and a Receivables-Based Credit Facility, each of which includes sub-facilities for letters of credit and short-term borrowings. No borrowings were outstanding under either facility in 2025 or2024.
In June 2025, we amended the Senior Secured Credit Agreement (which governs the Revolving Credit Facility) and the Receivables-Based Credit Agreement to, among other things, extend the maturity dates of the related commitments to June 12, 2030 and revise the borrowing limits of the respective facilities, as detailed in footnote (1) to the table below.
The table below presents our borrowing limits, letters of credit outstanding and excess availability under these credit facilities as of December 31, 2025:
(in millions) Revolving Credit Facility Receivables-Based Credit Facility
Total Credit Facilities
Borrowing limit(1)
$ 100.0 $ 200.0 $ 300.0
Borrowings outstanding - - -
Letters of credit outstanding(2)
6.9 87.3 94.2
Excess availability
$ 93.1 $ 112.7 $ 205.8
(1)In connection with the June 2025 amendments, the Revolving Credit Facility commitment was reduced from $115.8 million to $100.0 million, and the maximum commitment under the Receivables-Based Credit Facility was increased from $175.0 million to $200.0 million (capped by a borrowing base that fluctuates based on our accounts receivable balance, as calculated under the Receivables-Based Credit Agreement).
(2)As of December 31, 2025, the letter of credit outstanding under the Revolving Credit Facility related to our business in Spain.
For additional details on these credit facilities, refer to Note 6 to our Consolidated Financial Statements in Item 8of this Annual Report on Form 10-K.
Debt Activity
In recent years, we have completed a number of refinancing and other debt transactions to manage our maturity profile and liquidity, including several significant transactions in 2025 that reduced outstanding indebtedness.
2025 Debt Activity
On March 31, 2025, we used a portion of the net proceeds from the sale of our Europe-North segment businesses to fully prepay the $375.0 million CCIBV Term Loan Facility, including $11.9 million of accrued interest. Upon repayment, the credit agreement was terminated and all related guarantees and collateral were released.
During the second quarter of 2025, we repurchased $95.7 million aggregate principal amount of our 7.750% Senior Notes and $134.1 million aggregate principal amount of our 7.500% Senior Notes in open market transactions at a discount. The total cash payment for these repurchases was $203.4 million, including accrued interest of $4.0 million and related fees. The repurchased notes are currently held by the Company and have not been canceled.
On August 4, 2025, we issued $1,150.0 million aggregate principal amount of 7.125% Senior Secured Notes and $900.0 million aggregate principal amount of 7.500% Senior Secured Notes. The proceeds, together with cash on hand, were used to fund the full redemption of $1,250.0 million aggregate principal amount of 5.125% Senior Secured Notes and $750.0 million aggregate principal amount of 9.000% Senior Secured Notes. As a result of these transactions, the indentures governing the 5.125% and 9.000% Senior Secured Notes were satisfied and discharged. In connection with these transactions, we paid $62.0 million of accrued interest,a $36.1 million redemption premium and $26.3 million of other transaction fees and expenses.
2024 Debt Activity
In March 2024, we issued $865.0 million aggregate principal amount of 7.875% Senior Secured Notes and used a portion of the proceeds to prepay $835.0 million of borrowings outstanding under the Term Loan Facility. At the same time, we refinanced the remaining $425.0 million balance of the Term Loan Facility and extended its maturity. The refinanced term loans were issued at a 1% discount, and proceeds, together with cash on hand, were used to repay the original term loans, $14.9 million of accrued interest and $15.4 million of related transaction fees.
Also in March 2024, CCIBV entered into a $375.0 million Term Loan Facility, which was issued at a 1% discount. The proceeds, together with cash on hand, were used to redeem the outstanding $375.0 million CCIBV Senior Secured Notes and to pay $11.8 million of accrued interest. Related transaction fees totaled $5.8 million, of which $5.3 million was paid in 2024 and $0.4 million was paid in 2025.
For additional information regarding these transactions and our outstanding debt, refer to Note 6 to our Consolidated Financial Statements in Item 8of this Annual Report on Form 10-K.
Debt Covenants
Our debt agreements contain certain covenants, as described in Note 6 to our Consolidated Financial Statements in Item 8of this Annual Report on Form 10-K. As of December 31, 2025, we were in compliance with all applicable covenants.
The Senior Secured Credit Agreement includes a springing financial covenant that applies only if the Revolving Credit Facility has an outstanding balance or undrawn letters of credit exceeding $10 million. If triggered, the covenant requires that we maintain a first lien net leverage ratio of less than 7.10 to 1.00.As of December 31, 2025, these conditions were not met, and the covenant was not in effect. Refer to the "Credit Facilities" section above for additional information regarding facility borrowings and excess availability as of December 31, 2025.
CRITICAL ACCOUNTING ESTIMATES
The preparation of our financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires Company management to make estimates, judgments and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities, and the disclosure of contingent assets and liabilities, in our financial statements. These estimates are based on historical experience and other assumptions believed to be reasonable under the circumstances. We regularly evaluate these estimates as they form the basis for judgments about the carrying values of assets and liabilities, and the reported amounts of revenue and expenses, that may not be readily apparent from other sources. Since future events cannot be predicted with certainty, actual results may differ from these estimates, and such differences could be material.
For a discussion of our significant accounting policies, please refer to Note 2 to our Consolidated Financial Statements in Item 8of this Annual Report on Form 10-K. Management believes the following accounting estimates are critical to understanding and evaluating our financial results, as they require the most difficult, subjective or complex judgments and assumptions, with the potential for material impact if actual results differ.
Goodwill
We perform an impairment test on goodwill at least annually as of July 1, or more frequently if events or changes in circumstances indicate potential impairment. Our impairment testing is based on a discounted cash flow approach, which estimates future cash flows expected to be generated by the related assets, discounted to their present value using a risk-adjusted discount rate. Terminal values are also estimated and discounted to present value.
Assessing the recoverability of goodwill requires significant judgment and assumptions, including revenue growth rates; earnings before interest, taxes, depreciation and amortization ("EBITDA") margins; and discount rates. These assumptions are based on our budgets, business plans, economic projections and marketplace data.
In 2025, no impairments were recognized on goodwill. The following assumptions were used in our annual impairment test performed as of July 1, 2025 to determine the fair value of our reporting units:
•Expected cash flows for the initial 4.5-year period were based on detailed, multi-year forecasts from each operating segment, reflecting the advertising outlook across our businesses.
•Cash flows were projected to grow at a perpetual growth rate of 3.0%.
•A discount rate of 10.0% was applied to each reporting unit.
Based on this analysis, a hypothetical 10% reduction in the estimated fair value of each reporting unit with goodwill would not have resulted in an impairment.
Additionally, the table below shows the decrease in the fair value of each reporting unit that would have resulted from a 100-basis-point decrease in revenue growth and EBITDA margin assumptions, and a 100-basis-point increase in the discount rate assumption. These changes would not have led to an impairment, as the fair value of each reporting unit would still exceed its carrying value.
(In thousands) Revenue growth rate
EBITDA margin
Discount rate
Decrease in fair value of reporting unit
(100 basis point decrease)
(100 basis point decrease)
(100 basis point increase)
America
$ (666,866) $ (140,031) $ (615,926)
Airports
(64,440) (49,390) (57,254)
There were no indicators of impairment as of December 31, 2025. While we believe our estimates and assumptions are reasonable, actual results may differ, and a material change could occur. If future results are not consistent with our assumptions and estimates, we may be exposed to impairment charges in the future.
Leases
The most significant estimate used by management in accounting for leases is the incremental borrowing rate ("IBR"), which is used to determine the present value of lease payments at the commencement of a lease. An increase in the IBR would decrease the net present value of minimum lease payments, which could reduce the likelihood of a lease being classified as a finance lease. We calculate the IBR monthly based on the yield of our most recently issued secured debt that is the longest-dated, currently the 7.500% Senior Secured Notes due 2033. This yield is extrapolated over a 30-year time horizon using a composite credit rating yield curve.
Tax Provisions
Our estimates of income taxes, including the significant items giving rise to deferred tax assets and liabilities, reflect our assessment of future taxes to be paid on items in the financial statements, considering both timing and the probability of realization. Actual income taxes may differ from these estimates due to future changes in tax law or the results of federal, state or foreign tax authority reviews of our tax returns.
We use our best judgment to assess whether it is more likely than not that our deferred tax assets will be realized. If we believe it is more likely than not that some or all of the deferred tax assets will not be realized, we establish a valuation allowance.
We also assess whether it is more likely than not that we will sustain the positions we have taken on tax returns, and if so, the amount of benefit to recognize initially within our financial statements. We regularly review our uncertain tax positions and adjust our unrecognized tax benefits based on changes in facts and circumstances, including changes in tax law, interactions with taxing authorities, and case law developments. These adjustments may impact our income tax expense, and the settlement of uncertain tax positions may require the use of cash.
NEW ACCOUNTING PRONOUNCEMENTS
For a description of the expected impact of newly issued but not yet adopted accounting pronouncements on our financial position and results of operations, refer to Note 2 to our Consolidated Financial Statements in Item 8of this Annual Report on Form 10-K.
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