Clear Channel Outdoor Holdings, Inc. (Form: 10-Q, Received: 07/31/2018 06:50:51)

EXHIBIT 10.2 First Amendment to Credit Agreement, dated as of June 29, 2018. Execution Version INCREMENTAL AMENDMENT NO. 1 This amendment (this “Incremental Amendment”), dated as of June 29, 2018 is entered into among CLEAR CHANNEL OUTDOOR, INC., a Delaware corporation (the “Parent Borrower”), the Subsidiary Borrowers identified as “Borrowers” on the signature pages hereto (the “Subsidiary Borrow- ers” and, together with the Parent Borrower, the “Borrowers”), the Revolving Commitment Increase Lenders (as defined below) signatory hereto and DEUTSCHE BANK AG NEW YORK BRANCH, in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and in its capacity as L/C Issuer and Swing Line Lender and amends that certain Credit Agreement dated as of June 1, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agree- ment”) entered into among the Borrowers, the institutions from time to time party thereto as Lenders (the “Lenders”), the Administrative Agent, L/C Issuer and the other agents and arrangers named therein. Cap- italized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement. W I T N E S S E T H: WHEREAS, Section 2.14 of the Credit Agreement provides that Parent Borrower may from time to time request one or more increases in the amount of the Revolving Credit Commitments, subject to the terms and conditions set forth therein; and WHEREAS, each Person identified on Schedule 1 hereto (each, an “Revolving Commit- ment Increase Lender”, and collectively, the “Revolving Commitment Increase Lenders”) has agreed (on a several and not a joint basis), subject to the terms and conditions set forth herein and in the Credit Agreement, to provide a Revolving Commitment Increase in the amount set forth opposite such Revolv- ing Commitment Increase Lender’s name on Schedule 1 hereto (and the total amount of Revolving Com- mitment Increases made pursuant to this Incremental Amendment shall be $50,000,000). NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby agree as follows: Section 1. Incremental Amendment This Incremental Amendment is an Incremental Amendment referred to in Section 2.14(b) of the Credit Agreement, and Borrowers and each Revolving Commitment Increase Lender hereby agree that, subject to the satisfaction of the conditions in Section 2 hereof, on the First Incremental Facility Closing Date (as defined below), the Revolving Commitment Increase of such Revolving Commitment Increase Lender shall become effective and the Revolving Credit Commitments shall be deemed increased by the amount of the Revolving Commitment Increases of such Revolving Commitment Increase Lenders. Pur- suant to Section 2.14(b), the Revolving Commitment Increase of each Revolving Commitment Increase Lender shall be on the same terms and treated the same as the existing Revolving Credit Facility and shall be considered part of the existing Revolving Credit Facility. After giving effect to such Revolving Com- mitment Increases, the Revolving Credit Commitment of each Revolving Credit Lender shall be as set forth on Schedule 2 hereto (and such Schedule 2 shall supersede Schedule 2.01 to the Credit Agreement). For the avoidance of doubt, each Revolving Commitment Increase Lender will automatically become an additional L/C Issuer for the amount of such Revolving Commitment Increase Lender’s Revolving Credit Commitments, in accordance with Section 2.03(l)(i) of the Credit Agreement, it being understood that each of Barclays Bank PLC and Morgan Stanley Senior Funding, Inc. shall have no obligation to issue any commercial letters of credit. Subject to the satisfaction of the conditions set forth in Section 2 of this

Incremental Amendment, the closing date with respect to the Revolving Commitment Increases contem- plated by this Incremental Amendment shall be June 29, 2018 (the “First Incremental Facility Closing Date”). Section 2. Conditions Precedent to the Effectiveness of this Incremental Amendment This Incremental Amendment shall become effective as of the date when, and only when, the following conditions precedent have been satisfied: (a) The Administrative Agent shall have received counterparts of this Incremental Amend- ment duly executed by (1) the Borrowers, (2) the Administrative Agent, and (3) the Revolving Commitment Increase Lenders. (b) After giving effect to such Revolving Commitment Increases, (i) the conditions of Sec- tions 4.02(a) and (b) of the Credit Agreement shall be satisfied (it being understood that all refer- ences to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the Revolving Commitment Increases made on the First Incremental Facility Closing Date) and (ii) the Administrative Agent shall have received a certificate signed on behalf of the Parent Borrower by a Responsible Officer of the Parent Borrower stating that the condi- tions of Section 4.02(a) and (b) of the Credit Agreement have been satisfied. (c) The representations and warranties set forth in Section 3 of this Incremental Amendment shall be true and correct in all respects on the First Incremental Facility Closing Date. (d) Each Revolving Commitment Increase Lender party hereto shall have received a non- refundable amendment fee equal to 0.25% multiplied by the amount of each such Revolving Commitment Increase Lender’s Revolving Commitment Increase, set forth on Schedule 1 hereto. (e) The Administrative Agent shall have received such certificates, resolutions or other ac- tion and incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connec- tion with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the the First Incremental Facility Closing Date. (f) The Administrative Agent shall have received such documents and certifications, Organi- zation Documents and, if applicable, good standing certificates and bring down telegrams or fac- similes) as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of them is validly existing, in good standing (to the ex- tent such concept is applicable in the relevant jurisdiction). (g) The Administrative Agent shall have received the executed legal opinions of Kirkland & Ellis LLP, counsel to the Borrowers in form and substance reasonably satisfactory to the Admin- istrative Agent. (h) All legal fees payable to Cahill Gordon & Reindel LLP, counsel for the Administrative Agent, shall have been paid in full in cash to the extent due and invoiced at least two Business Days prior to the First Incremental Facility Closing Date. -2-

(i) (i) Each Revolving Commitment Increase Lender shall have received all documentation and other information about the Borrowers and the Guarantors as has been reasonably requested by such Revolving Commitment Increase Lender at least 3 Business Days prior to the First Incremental Facility Closing Date that it reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (ii) Any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered a Beneficial Ownership Certification in rela- tion to such Borrower to each Revolving Commitment Increase Lender. Section 3. Representations and Warranties On and as of the First Incremental Facility Closing Date, after giving effect to this Incre- mental Amendment, each Borrower hereby represents and warrants to the Administrative Agent and the Revolving Commitment Increase Lenders as follows: (a) The execution, delivery and performance by each Loan Party of this Incremental Amendment (a) has been duly authorized by all necessary corporate or other organizational action, and (b) does not (i) contravene the terms of any of such Person’s Organization Documents, (ii) result in any breach or contravention of, or the creation of any Lien upon any of the property or assets of such Person or any of the Restricted Subsidiaries (other than as permitted by Section 7.06 of the Credit Agreement), under (x) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any applicable material Law; except with respect to any breach or contravention or violation (but not creation of Liens) referred to in clauses (ii) and (iii), to the extent that such violation, breach, or contravention would not reasonably be expected to have a Material Adverse Effect; (b) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by any Loan Party of this Incremental Amendment, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings that have been duly obtained, taken, given or made and are in full force and effect, and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect; (c) this Incremental Amendment has been duly executed and delivered by each Loan Party that is a party thereto. This Incremental Amendment constitutes, a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party that is a party thereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity; (d) On the First Incremental Facility Closing Date after giving effect to the effectiveness of this Incremental Amendment and the transactions contemplated hereby, the Parent Borrower and its Restricted Subsidiaries, on a consolidated basis, are Solvent; and -3-

(e) after giving effect to such Revolving Commitment Increases, the conditions of Sections 4.02(a) and (b) of the Credit Agreement are satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the Revolving Commitment Increases made on the First Incremental Facility Closing Date). Section 4. Reallocation Pursuant to Section 2.14, on the First Incremental Facility Closing Date, all participations in L/C Obligations and Swing Line Loans shall be reallocated pro rata among the Revolving Credit Lend- ers after giving effect to the Revolving Commitment Increases contemplated hereby. Section 5. Reference to and Effect on the Loan Documents (a) As of the First Incremental Facility Closing Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder,” “thereof” and words of like import), shall mean and be a reference to the Credit Agreement as amended hereby, and this Incremental Amendment and the Credit Agreement shall be read together and construed as a single instrument. Each of the table of contents and lists of Exhibits and Schedules of the Credit Agreement shall be amended to reflect the changes made in this Incremental Amendment as of the First Incremental Facility Closing Date. (b) Except as expressly amended hereby or specifically waived above, this Incremental Amendment shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document and all of the terms and provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed. (c) The execution, delivery and effectiveness of this Incremental Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders, the Borrowers or the Administrative Agent under any of the Loan Documents, nor constitute a waiver or amendment of any other provision of any of the Loan Documents or for any purpose except as expressly set forth herein. (d) This Incremental Amendment shall constitute a Loan Document under the terms of the Credit Agreement. Section 6. Acknowledgement and Reaffirmation of Guarantors The Guarantors acknowledge and consent to all terms and conditions of this Incremental Amendment and agree that this Incremental Amendment and all documents executed in connection herewith do not operate to reduce or discharge the Guarantors’ obligations under the Loan Documents. Each Guarantor hereby ratifies and confirms its obligations under the Loan Documents, including the Collateral and Guarantee Requirement of the Credit Agreement and including, without limitation, its guarantee of the Obligations under the Guarantee and its prior grant of the security interest in and Liens on the Collateral to secure the Obligations pursuant to the Collateral Documents (including any Obligations resulting from the Revolving Commitment Increase), which security interests and Liens shall continue in full force and effect after giving effect to this Incremental Amendment and secure the -4-

Obligations, including without limitation, any additional Obligations resulting from or incurred pursuant to the Credit Agreement, as amended by this Incremental Amendment. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations including without limitation under the Credit Agreement as amended by this Amendment and the other Loan Documents. This Incremental Amendment shall not constitute a novation of the Credit Agreement or any other Loan Documents. Section 7. Costs and Expenses The Parent Borrower agrees to pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Incremental Amendment (including, the reasonable and documented legal fees and expenses of Cahill Gordon & Reindel LLP, counsel for the Administrative Agent with respect thereto), in each case, to the extent required to be reimbursed or paid by the Parent Borrower hereunder or under any other Loan Document. Section 8. Execution in Counterparts This Incremental Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier of an executed counterpart of a signature page to this Incremental Amendment shall be effective as delivery of an original executed counterpart of this Incremental Amendment. The Administrative Agent may also require that any such documents and signatures delivered by telecopier be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier. Section 9. Approval To the extent required by the first proviso to Section 2.14(b) of the Credit Agreement, the Administrative Agent hereby consents to the provision by the Revolving Commitment Increase Lenders providing Revolving Commitment Increases pursuant to this Incremental Amendment. Section 10. Governing Law (i) THIS INCREMENTAL AMENDMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION ARISING UNDER OR RELATED TO THIS INCREMENTAL AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (EXCEPT AS OTHERWISE EXPRESSLY PROVIDED THEREIN). (ii) SUBJECT TO THE PROVISO TO THIS SENTENCE, ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS INCREMENTAL AMENDMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE SITTING IN THE BOROUGH OF MANHATTAN, AND BY EXECUTION AND DELIVERY OF THIS INCREMENTAL AMENDMENT, EACH PARTY HERETO IRREVOCABLY AND -5-

UNCONDITIONALLY SUBMITS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INCREMENTAL AMENDMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT; PROVIDED THAT NOTHING IN THIS INCREMENTAL AMENDMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THE ENFORCEMENT OF (I) ANY RIGHTS WITH RESPECT TO THE COLLATERAL OR (II) A FINAL JUDGMENT IN ANY OTHER JURISDICTION. (iii) TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS INCREMENTAL AMENDMENT OR OTHER DOCUMENT RELATED THERETO. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INCREMENTAL AMENDMENT IN THE MANNER PROVIDED FOR NOTICES (OTHER THAN TELEPHONE, FACSIMILE OR ELECTRONIC TRANSMISSION) IN SECTION 10.02 OF THE CREDIT AGREEMENT; PROVIDED THAT NOTHING IN THIS INCREMENTAL AMENDMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. Section 11. Notices All communications and notices hereunder shall be given as provided in the Credit Agreement. Section 12. Waiver of Jury Trial TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY TO THIS THIS INCREMENTAL AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS INCREMENTAL AMENDMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS INCREMENTAL AMENDMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS INCREMENTAL AMENDMENT -6-

MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 12 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. [Signature pages follow.] -7-



Delaware		86-0812139
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

20880 Stone Oak Parkway San Antonio, Texas		78258
(Address of principal executive offices)		(Zip Code)



Class	Outstanding at July 26, 2018
- - - - - - - - - - - - - - - - - - - - - - - - - -	- - - - - - - - - - - - - - - - - - - - - - - - - -
Class A Common Stock, $.01 par value	49,035,565
Class B Common Stock, $.01 par value	315,000,000



		Page No.
Part I -- Financial Information
Item 1.	Financial Statements	1
	Consolidated Balance Sheets as of June 30, 2018 and December 31, 2017	1
	Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2018 and 2017	2
	Consolidated Statements of Cash Flows for the six months ended June 30, 2018 and 2017	3
	Notes to Consolidated Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	47
Item 4.	Controls and Procedures	47
Part II -- Other Information
Item 1.	Legal Proceedings	49
Item 1A.	Risk Factors	50
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50
Item 3.	Defaults Upon Senior Securities	50
Item 4.	Mine Safety Disclosures	50
Item 5.	Other Information	51
Item 6.	Exhibits	51
Signatures		52



(In thousands, except share and per share data)	June 30, 2018			December 31, 2017
	(Unaudited)
CURRENT ASSETS
Cash and cash equivalents	$	172,310		$	144,119
Accounts receivable, net of allowance of $22,322 in 2018 and $22,487 in 2017	638,066			659,463
Prepaid expenses	132,463			111,876
Other current assets	61,500			58,714
Total Current Assets	1,004,339			974,172
PROPERTY, PLANT AND EQUIPMENT
Structures, net	1,084,611			1,180,882
Other property, plant and equipment, net	204,130			214,147
INTANGIBLE ASSETS AND GOODWILL
Indefinite-lived intangibles	977,152			977,152
Other intangibles, net	262,816			273,862
Goodwill	708,477			714,043
OTHER ASSETS
Due from iHeartCommunications, net of allowance of $855,648 in 2018 and 2017	154,758			211,990
Other assets	124,769			124,534
Total Assets	$	4,521,052		$	4,670,782
CURRENT LIABILITIES
Accounts payable	$	105,369		$	87,960
Accrued expenses	492,720			509,801
Deferred income	100,443			59,178
Current portion of long-term debt	429			573
Total Current Liabilities	698,961			657,512
Long-term debt	5,272,099			5,266,153
Due to iHeartCommunications, post iHeart Chapter 11 Cases	3,519			—
Deferred income taxes	365,906			318,107
Other long-term liabilities	259,519			287,304
Commitments and Contingent liabilities (Note 5)
STOCKHOLDERS’ DEFICIT
Noncontrolling interest	151,956			157,040
Preferred stock, par value $.01 per share, 150,000,000 shares authorized, no shares issued and outstanding	—			—
Class A common stock, par value $.01 per share, authorized 750,000,000 shares, issued 50,130,050 and 49,955,300 shares in 2018 and 2017, respectively	501			500
Class B common stock, par value $.01 per share, 600,000,000 shares authorized, 315,000,000 shares issued and outstanding	3,150			3,150
Additional paid-in capital	3,081,242			3,108,148
Accumulated deficit	(4,961,485		)	(4,781,245		)
Accumulated other comprehensive loss	(347,814		)	(340,094		)
Cost of shares (1,094,485 in 2018 and 946,415 in 2017) held in treasury	(6,502		)	(5,793		)
Total Stockholders’ Deficit	(2,078,952		)	(1,858,294		)
Total Liabilities and Stockholders’ Deficit	$	4,521,052		$	4,670,782



(In thousands, except per share data)	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2018			2017			2018			2017
Revenue	$	711,980		$	672,319		$	1,310,691		$	1,217,045
Operating expenses:
Direct operating expenses (excludes depreciation and amortization)	372,936			352,748			734,538			682,406
Selling, general and administrative expenses (excludes depreciation and amortization)	125,289			125,898			252,697			241,672
Corporate expenses (excludes depreciation and amortization)	37,928			35,340			73,363			69,880
Depreciation and amortization	82,767			78,290			166,827			155,784
Other operating income, net	929			7,829			875			40,440
Operating income	93,989			87,872			84,141			107,743
Interest expense	96,987			94,630			194,251			187,263
Interest income on Due to/from iHeartCommunications, net	210			15,383			210			30,190
Equity in earnings (loss) of nonconsolidated affiliates	(6		)	271			182			(201		)
Other income (expense), net	(35,396		)	8,773			(15,943		)	12,640
Income (loss) before income taxes	(38,190		)	17,669			(125,661		)	(36,891		)
Income tax benefit (expense)	(4,753		)	(18,390		)	(50,120		)	3,447
Consolidated net loss	(42,943		)	(721		)	(175,781		)	(33,444		)
Less amount attributable to noncontrolling interest	7,440			6,631			3,024			4,636
Net loss attributable to the Company	$	(50,383	)	$	(7,352	)	$	(178,805	)	$	(38,080	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(18,620		)	20,687			(11,838		)	30,264
Unrealized holding gain on marketable securities	—			159			—			102
Reclassification adjustments	—			—			—			(1,644		)
Other comprehensive income (loss)	(18,620		)	20,846			(11,838		)	28,722
Comprehensive income (loss)	(69,003		)	13,494			(190,643		)	(9,358		)
Less amount attributable to noncontrolling interest	(7,919		)	5,852			(2,683		)	3,329
Comprehensive income (loss) attributable to the Company	$	(61,084	)	$	7,642		$	(187,960	)	$	(12,687	)
Net loss attributable to the Company per common share:
Basic	$	(0.14	)	$	(0.02	)	$	(0.49	)	$	(0.11	)
Weighted average common shares outstanding – Basic	361,708			361,131			361,612			360,944
Diluted	$	(0.14	)	$	(0.02	)	$	(0.49	)	$	(0.11	)
Weighted average common shares outstanding – Diluted	361,708			361,131			361,612			360,944

Dividends declared and paid per share	$	—		$	—		$	0.08		$	0.78



(In thousands)	Six Months Ended June 30,
	2018			2017
Cash flows from operating activities:
Consolidated net loss	$	(175,781	)	$	(33,444	)
Reconciling items:
Depreciation and amortization	166,827			155,784
Deferred taxes	46,501			(23,354		)
Provision for doubtful accounts	3,317			4,072
Amortization of deferred financing charges and note discounts, net	5,293			5,368
Share-based compensation	3,625			4,259
Gain on disposal of operating and other assets	(1,115		)	(41,597		)
Equity in (earnings) loss of nonconsolidated affiliates	(182		)	201
Foreign exchange transaction (gain) loss	14,535			(12,709		)
Other reconciling items, net	(916		)	(3,368		)
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
(Increase) decrease in accounts receivable	7,842			(22,118		)
Increase in prepaid expenses and other current assets	(25,223		)	(15,379		)
Decrease in accrued expenses	(30,788		)	(58,153		)
Increase (decrease) in accounts payable	19,459			(16,141		)
Increase (decrease) in accrued interest	488			(61		)
Increase in deferred income	42,791			30,563
Changes in other operating assets and liabilities	(10,805		)	6,993
Net cash provided by (used for) operating activities	$	65,868		$	(19,084	)
Cash flows from investing activities:
Purchases of property, plant and equipment	(61,315		)	(103,079		)
Proceeds from disposal of assets	3,040			59,735
Purchases of other operating assets	(35		)	(1,711		)
Change in other, net	47			(214		)
Net cash used for investing activities	$	(58,263	)	$	(45,269	)
Cash flows from financing activities:
Draws on credit facilities	—			3,125
Payments on credit facilities	—			(761		)
Payments on long-term debt	(316		)	(348		)
Net transfers from (to) iHeartCommunications	60,751			(43,109		)
Dividends and other payments from (to) noncontrolling interests	(211		)	182
Dividends paid	(30,624		)	(282,055		)
Change in other, net	(2,000		)	(1,012		)
Net cash provided by (used for) financing activities	$	27,600		$	(323,978	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(4,319		)	6,246
Net increase (decrease) in cash, cash equivalents and restricted cash	30,886			(382,085		)
Cash, cash equivalents and restricted cash at beginning of period	188,310			563,149
Cash, cash equivalents and restricted cash at end of period	$	219,196		$	181,064
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	187,302			183,415
Cash paid for income taxes	20,144			23,681



	December 31, 2017
(In thousands)	As Reported			Correction			Revised
Other long-term liabilities	$	270,415		$	16,889		$	287,304
Accumulated deficit	(4,765,514		)	(15,731		)	(4,781,245		)
Accumulated other comprehensive loss	(338,936		)	(1,158		)	(340,094		)
Total Stockholders' Deficit	(1,841,405		)	(16,889		)	(1,858,294		)



	Three Months Ended June 30, 2017
(In thousands)	As Reported			Correction			Revised
Direct operating expenses (excludes depreciation and amortization)	$	350,173		$	2,575		$	352,748
Operating income	90,447			(2,575		)	87,872
Income before income taxes	20,244			(2,575		)	17,669
Consolidated income (loss)	1,854			(2,575		)	(721		)
Net loss attributable to the Company	(4,777		)	(2,575		)	(7,352		)
Foreign currency translation adjustments	21,344			(657		)	20,687
Other comprehensive income	21,503			(657		)	20,846
Comprehensive income	16,726			(3,232		)	13,494
Comprehensive income attributable to the Company	10,874			(3,232		)	7,642
Basic loss per share	(0.01		)	(0.01		)	(0.02		)
Diluted loss per share	(0.01		)	(0.01		)	(0.02		)



	Six Months Ended June 30, 2017
(In thousands)	As Reported			Correction			Revised
Direct operating expenses (excludes depreciation and amortization)	$	678,104		$	4,302		$	682,406
Operating income	112,045			(4,302		)	107,743
Loss before income taxes	(32,589		)	(4,302		)	(36,891		)
Consolidated net loss	(29,142		)	(4,302		)	(33,444		)
Net loss attributable to the Company	(33,778		)	(4,302		)	(38,080		)
Foreign currency translation adjustments	30,997			(733		)	30,264
Other comprehensive income	29,455			(733		)	28,722
Comprehensive loss	(4,323		)	(5,035		)	(9,358		)
Comprehensive loss attributable to the Company	(7,652		)	(5,035		)	(12,687		)
Basic loss per share	(0.09		)	(0.02		)	(0.11		)
Diluted loss per share	(0.09		)	(0.02		)	(0.11		)



	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2018		2017		2018		2017
Consolidated:
Trade and barter revenues	$	4,326	$	4,839	$	7,772	$	9,164
Trade and barter expenses	2,708		1,977		6,451		5,474



(In thousands)	June 30, 2018		December 31, 2017
Cash and cash equivalents	$	172,310	$	144,119
Restricted cash included in:
Other current assets	30,334		26,096
Other assets	16,552		18,095
Total cash, cash equivalents and restricted cash in the Statement of Cash Flows	$	219,196	$	188,310



(In thousands)	Americas ⁽¹⁾		International ⁽¹⁾		Consolidated
Three Months Ended June 30, 2018
Revenue from contracts with customers:
United States	$	115,488	$	—	$	115,488
Other Americas	634		17,864		18,498
Europe	—		225,538		225,538
Asia-Pacific and other	—		5,643		5,643
Eliminations	—		71		71
Total	116,122		249,116		365,238
Revenue from leases	183,800		162,942		346,742
Revenue, total	$	299,922	$	412,058	$	711,980

Three Months Ended June 30, 2017
Revenue from contracts with customers:
United States	$	108,520	$	—	$	108,520
Other Americas	4,260		19,165		23,425
Europe	—		198,313		198,313
Asia-Pacific and other	406		4,825		5,231
Eliminations	—		40		40
Total	113,186		222,343		335,529
Revenue from leases	187,005		149,785		336,790
Revenue, total	$	300,191	$	372,128	$	672,319

Six Months Ended June 30, 2018
Revenue from contracts with customers:
United States	$	211,635	$	—	$	211,635
Other Americas	1,284		34,656		35,940
Europe	—		413,919		413,919
Asia-Pacific and other	—		12,151		12,151
Eliminations	—		—		—
Total	212,919		460,726		673,645
Revenue from leases	342,850		294,196		637,046
Revenue, total	$	555,769	$	754,922	$	1,310,691

Six Months Ended June 30, 2017
Revenue from contracts with customers:
United States	$	202,182	$	—	$	202,182
Other Americas	7,791		32,622		40,413
Europe	—		352,917		352,917
Asia-Pacific and other	406		10,281		10,687
Eliminations	—		—		—
Total	210,379		395,820		606,199
Revenue from leases	350,158		260,688		610,846
Revenue, total	$	560,537	$	656,508	$	1,217,045



(In thousands)
2018	$	277,462
2019	34,395
2020	17,155
2021	12,004
2022	8,552
Thereafter	7,197
Total minimum future rentals	$	356,765



(In thousands)
2019	$	15,143
2020	$	12,794
2021	$	12,656
2022	$	10,786
2023	$	6,392



(In thousands)	Americas		International			Consolidated
Balance as of December 31, 2016	$	505,478	$	190,785		$	696,263
Acquisitions	2,252		—			2,252
Impairment	—		(1,591		)	(1,591		)
Dispositions	—		(1,817		)	(1,817		)
Foreign currency	—		18,847			18,847
Assets held for sale	89		—			89
Balance as of December 31, 2017	$	507,819	$	206,224		$	714,043
Foreign currency	—		(5,566		)	(5,566		)
Balance as of June 30, 2018	$	507,819	$	200,658		$	708,477



(In thousands)	June 30, 2018		December 31, 2017
	June 30, 2018		December 31, 2017
Land, buildings and improvements	$	145,191	$	145,763
Structures	2,821,508		2,864,442
Furniture and other equipment	191,211		179,215
Construction in progress	45,930		55,753
	3,203,840		3,245,173
Less: accumulated depreciation	1,915,099		1,850,144
Property, plant and equipment, net	$	1,288,741	$	1,395,029



(In thousands)	June 30, 2018					December 31, 2017
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Transit, street furniture and other outdoor contractual rights	$	538,778	$	(440,758	)	$	548,918	$	(440,284	)
Permanent easements	162,920		—			162,920		—
Other	6,083		(4,207		)	4,626		(2,318		)
Total	$	707,781	$	(444,965	)	$	716,464	$	(442,602	)


•	incur additional indebtedness;


•	create liens on assets;


•	engage in mergers, consolidations, liquidations and dissolutions;


•	pay dividends and distributions or repurchase capital stock;



(In thousands)	The Company			Noncontrolling Interests			Consolidated
Balances as of January 1, 2018	$	(2,015,334	)	$	157,040		$	(1,858,294	)
Net income (loss)	(178,805		)	3,024			(175,781		)
Dividends paid	(29,995		)	—			(29,995		)
Payments to noncontrolling interests	—			(6,024		)	(6,024		)
Share-based compensation	3,026			599			3,625
Foreign currency translation adjustments	(9,155		)	(2,683		)	(11,838		)
Other, net	(645		)	—			(645		)
Balances as of June 30, 2018	$	(2,230,908	)	$	151,956		$	(2,078,952	)

Balances as of January 1, 2017	$	(1,086,740	)	$	149,886		$	(936,854	)
Net income (loss)	(38,080		)	4,636			(33,444		)
Dividends declared	(282,486		)	—			(282,486		)
Payments to noncontrolling interests	—			(5,668		)	(5,668		)
Share-based compensation	3,941			318			4,259
Disposal of noncontrolling interest	—			(1,046		)	(1,046		)
Foreign currency translation adjustments	26,935			3,329			30,264
Unrealized holding gain on marketable securities	102			—			102
Reclassification adjustments	(1,644		)	—			(1,644		)
Other, net	(810		)	(137		)	(947		)
Balances as of June 30, 2017	$	(1,378,782	)	$	151,318		$	(1,227,464	)



(In thousands, except per share data)	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
NUMERATOR:
Net loss attributable to the Company – common shares	$	(50,383	)	$	(7,352	)	$	(178,805	)	$	(38,080	)

DENOMINATOR:
Weighted average common shares outstanding - basic	361,708			361,131			361,612			360,944
Weighted average common shares outstanding - diluted ⁽¹⁾	361,708			361,131			361,612			360,944

Net loss attributable to the Company per common share:
Basic	$	(0.14	)	$	(0.02	)	$	(0.49	)	$	(0.11	)
Diluted	$	(0.14	)	$	(0.02	)	$	(0.49	)	$	(0.11	)


⁽¹⁾	Outstanding equity awards of 6.7 million and 6.3 million for the three months ended June 30, 2018 and 2017 , respectively, and 6.7 million and 6.3 million for the six months ended June 30, 2018 and 2017 , respectively, were not included in the computation of diluted earnings per share because to do so would have been antidilutive.



(In thousands)	June 30, 2018
	Parent			Subsidiary		Guarantor		Non-Guarantor
	Company			Issuer		Subsidiaries		Subsidiaries			Eliminations			Consolidated
Cash and cash equivalents	$	1,598		$	—	$	16,932	$	153,780		$	—		$	172,310
Accounts receivable, net of allowance	—			—		196,781		441,285			—			638,066
Intercompany receivables	—			783,638		2,876,183		73,391			(3,733,212		)	—
Prepaid expenses	238			1,522		64,417		66,286			—			132,463
Other current assets	25,961			—		2,262		33,277			—			61,500
Total Current Assets	27,797			785,160		3,156,575		768,019			(3,733,212		)	1,004,339
Structures, net	—			—		627,071		457,540			—			1,084,611
Other property, plant and equipment, net	—			—		113,349		90,781			—			204,130
Indefinite-lived intangibles	—			—		977,152		—			—			977,152
Other intangibles, net	—			—		241,625		21,191			—			262,816
Goodwill	—			—		507,819		200,658			—			708,477
Due from iHeartCommunications	154,758			—		—		—			—			154,758
Intercompany notes receivable	182,026			5,096,572		4,901		16,273			(5,299,772		)	—
Other assets	277,899			74,554		1,289,408		70,876			(1,587,968		)	124,769
Total Assets	$	642,480		$	5,956,286	$	6,917,900	$	1,625,338		$	(10,620,952	)	$	4,521,052

Accounts payable	$	—		$	—	$	32,321	$	73,048		$	—		$	105,369
Intercompany payable	2,876,183			—		857,029		—			(3,733,212		)	—
Accrued expenses	(23,393		)	2,666		108,595		404,852			—			492,720
Deferred income	—			—		44,238		56,205			—			100,443
Current portion of long-term debt	—			—		214		215			—			429
Total Current Liabilities	2,852,790			2,666		1,042,397		534,320			(3,733,212		)	698,961
Long-term debt	—			4,898,230		3,771		370,098			—			5,272,099
Intercompany notes payable	—			16,273		5,039,420		244,079			(5,299,772		)	—
Due to iHeartCommunications, post iHeart Chapter 11 Cases	3,519			—		—		—			—			3,519
Deferred tax liability	(34,138		)	853		446,664		(47,473		)	—			365,906
Other long-term liabilities	594			—		139,829		119,096			—			259,519
Total stockholders' equity (deficit)	(2,180,285		)	1,038,264		245,819		405,218			(1,587,968		)	(2,078,952		)
Total Liabilities and Stockholders' Equity (Deficit)	$	642,480		$	5,956,286	$	6,917,900	$	1,625,338		$	(10,620,952	)	$	4,521,052


•	Consolidated revenue increased $39.7 million during the three months ended June 30, 2018 compared to the same period of 2017 . Excluding a $22.5 million impact from movements in foreign exchange rates, consolidated revenue increased $17.2 million during the three months ended June 30, 2018 compared to the same period of 2017 , primarily due to revenue growth from our International segment.


(1)	Corporate and other includes expenses related to Americas and International as well as overall executive, administrative and support functions.



(In millions)	June 30, 2018			December 31, 2017
Clear Channel Worldwide Holdings Senior Notes due 2022	$	2,725.0		$	2,725.0
Clear Channel Worldwide Holdings Senior Subordinated Notes due 2020	2,200.0			2,200.0
Receivables Based Credit Facility due 2023 ⁽¹⁾	—			—
Clear Channel International B.V. Senior Notes due 2020	375.0			375.0
Other debt	4.2			2.4
Original issue discount	(0.5		)	(0.2		)
Long-term debt fees	(31.2		)	(35.5		)
Total debt	5,272.5			5,266.7
Less: Cash and cash equivalents	172.3			144.1
Less: Due from iHeartCommunications	154.8			212.0
Less: Due to iHeartCommunications, post iHeart Chapter 11 Cases	(3.5		)	—
	$	4,948.9		$	4,910.6



	Four Quarters Ended
(In millions)	June 30, 2018
EBITDA (as defined by the CCWH Senior Notes indentures)	$	610.7
Less adjustments to EBITDA (as defined by the CCWH Senior Notes indentures):
Costs incurred in connection with severance, the closure and/or consolidation of facilities, retention charges, consulting fees and other permitted activities	(7.4		)
Extraordinary, non-recurring or unusual gains or losses or expenses (as referenced in the definition of EBITDA in the CCWH Senior Notes indentures)	(23.9		)
Non-cash charges	(10.1		)
Other items	(1.8		)
Less: Depreciation and amortization, Impairment charges, Gains and losses on acquisitions and divestitures and Share-based compensation expense	(363.0		)
Operating income	204.5
Plus: Depreciation and amortization, Impairment charges, Gain (loss) on disposal of operating and fixed assets and Share-based compensation expense	361.3
Less: Interest expense	(388.1		)
Plus: Interest income on Due from iHeartCommunications	38.9
Less: Current income tax expense	(14.6		)
Plus: Other income, net	0.9
Adjustments to reconcile consolidated net loss to net cash provided by operating activities (including Provision for doubtful accounts, Amortization of deferred financing charges and note discounts, net and Other reconciling items, net)	12.2
Change in assets and liabilities, net of assets acquired and liabilities assumed	18.6
Net cash provided by operating activities	$	233.7


•	risks associated with weak or uncertain global economic conditions and their impact on the level of expenditures on advertising, including the effects of Brexit;


•	our ability to service our debt obligations and to fund our operations and capital expenditures;


•	our dependence on our management team and other key individuals;


•	our ability to obtain key municipal concessions for our street furniture and transit products;


•	other general economic and political conditions in the United States and in other countries in which we currently do business, including those resulting from recessions, political events and acts or threats of terrorism or military conflicts;


•	the impact of future dispositions, acquisitions and other strategic transactions;


•	regulations and consumer concerns regarding privacy and data protection, and breaches of information security measures;


•	the identification of a material weakness in our internal control over financial reporting;


•	our relationship with iHeartCommunications, including its ability to elect all of the members of our board of directors and its ability as our controlling stockholder to determine the outcome of matters submitted to our stockholders and certain additional matters governed by intercompany agreements between us;


•	the risks and uncertainties associated with the iHeart Chapter 11 Cases on us and iHeartCommunications, our primary direct or indirect external source of capital, which is operating as a “debtor-in-possession” under the jurisdiction of the Bankruptcy Court;