Clear Channel Outdoor Holdings, Inc.

Liquidity Analysis

Short-Term Liquidity

Our primary cash requirements include working capital to support business operations, capital expenditures and debt service obligations. We typically meet these needs through cash on hand, internally-generated cash flow from operations and, when necessary, borrowings under our credit facilities. In the first quarter of 2025, we also received cash proceeds from the sales of our former Europe-North segment businesses and certain of our Latin American businesses. We believe our existing 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 will depend on many factors, including the growth of our business, investments in digital conversions and new technologies, and the pursuit and outcome of strategic opportunities. Additionally, we have long-term cash requirements related to the repayment of our outstanding debt, which is scheduled to mature over the next five years. We believe our sources of funds will be adequate to meet our cash requirements in the long-term.

However, our ability to meet these cash requirements through cash from operations will depend on our future operating results and financial performance, which are subject to significant uncertainty and may be affected by events beyond our control, including macro-economic conditions, interest rates, inflation, increased tariffs, retaliatory trade policies, volatility in the global trade markets, and geopolitical events such as the ongoing conflicts in Ukraine and the Middle East. Furthermore, our significant interest payment obligations reduce our financial flexibility, make us more vulnerable to changes in operating performance and economic downturns generally, and reduce our liquidity over time.

We regularly consider and discuss potential financing alternatives with our lenders and other parties. In the future, we 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. In addition, from time to time, we have explored, and expect to continue to explore, a variety of transactions to improve our liquidity and/or refinance our indebtedness. However, there is no assurance that we will be able to secure financing alternatives, complete liquidity-generating transactions or refinance debt in sufficient amounts or on terms acceptable to us in the future, due to market conditions, our financial condition, our liquidity constraints, or other factors that may be beyond our control. Even if financing alternatives are available, we may not find them suitable or offered at reasonable interest rates, and the terms of our existing or future debt agreements may limit our ability to secure financing on terms that are available to us at that time or at all.

If we cannot generate sufficient cash from operations or secure sources of supplemental liquidity as needed, we could face substantial liquidity problems, which could have a material adverse effect on our financial condition and ability to meet our obligations.

We have repurchased, and may in the future repurchase from time to time as part of various financing and investment strategies, outstanding notes in open market purchases, privately negotiated transactions, or otherwise. In April 2025, we repurchased $119.8 million principal amount of our outstanding Senior Notes in the open market at a discount, for a total cash payment of $99.5 million, excluding accrued interest and related fees. Repurchases could materially impact our liquidity, results of operations or leverage ratios, which could affect our ability to comply with the covenants contained in our debt agreements. Any future decision to repurchase will depend on factors such as prevailing market conditions, our liquidity requirements and contractual restrictions, and the amounts involved may be material.

Cash Requirements

Working Capital Needs

We utilize working capital to fund our operations and meet certain contractual obligations, including commitments under site leases and other non-cancelable contracts.

A significant cash requirement is site lease expenses, which include payments for land or space used by our advertising displays. These costs consist of both minimum guaranteed payments and revenue-sharing arrangements under lease and non-lease contracts. For the three months ended March 31, 2025 and 2024, we incurred site lease expenses for continuing operations of $139.6 million and $126.9 million, respectively, which are included in “Direct operating expenses” on our Consolidated Statements of Income (Loss). During the three months ended March 31, 2024, we received rent abatements of $4.8 million. Rent abatements were immaterial for the three months ended March 31, 2025 and are not expected to continue.

Capital Expenditures and Acquisitions

We made the following capital expenditures during the three months ended March 31, 2025 and 2024:

(1)As of March 31, 2025 and 2024, we had accrued but unpaid capital expenditures for continuing operations of $3.4 million and $3.8 million, respectively. For discontinued operations, accrued but unpaid capital expenditures were $1.6 million and $6.6 million, respectively.

(2)Excludes asset acquisitions.

During the three months ended March 31, 2024, we acquired out-of-home advertising assets, primarily permits and digital billboard structures, in our America segment for cash consideration of $8.6 million. No asset acquisitions were made during the three months ended March 31, 2025.

Debt Activity and Service Obligations

Debt Activity

In March 2024, we issued $865.0 million aggregate principal amount of CCOH 7.875% Senior Secured Notes and used a portion of the proceeds therefrom to prepay $835.0 million of borrowings outstanding under the Term Loan Facility. At the same time, we amended the Senior Secured Credit Agreement to refinance the remaining $425.0 million balance of the Term Loan Facility and extend its maturity date, subject to certain conditions. The refinanced term loans were issued at a 1% discount, and proceeds, along with cash on hand, were used to pay off the original term loans and $14.9 million of accrued interest. Additionally, we paid a total of $15.4 million in related transaction fees and expenses, including $12.5 million paid in the three months ended March 31, 2024.

In March 2024, CCIBV entered into the CCIBV Term Loan Facility, totaling an aggregate principal amount of $375.0 million. The term loans were issued at a 1% discount, and proceeds, along with cash on hand, were used to redeem the $375.0 million CCIBV Senior Secured Notes and pay $11.8 million of accrued interest. Additionally, we paid a total of $5.8 million in related transaction fees, including $3.9 million and $0.4 million paid in the three months ended March 31, 2024 and 2025, respectively.

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 aggregate principal amount of the CCIBV Term Loan Facility and $11.9 million of accrued interest. Upon repayment, CCIBV and the guarantors under the related credit agreement, and all collateral granted as security thereunder, were released, and the credit agreement was terminated. We expect to prioritize using the remaining net proceeds or cash on hand to retire the most advantageous debt in our capital structure, as permitted under our debt agreements.

At our discretion, we may redeem or repurchase portions of our outstanding debt prior to maturity in accordance with the terms of our debt agreements. In April 2025, we repurchased $54.0 million principal amount of our 7.750% Senior Notes due 2028 and $65.8 million principal amount of our 7.500% Senior Notes due 2029 in the open market at a discount, for a total cash payment of $99.5 million, excluding accrued interest and related fees. The repurchased notes are currently held by the Company and have not been canceled.

Debt Service Obligations

During the three months ended March 31, 2025 and 2024, we paid interest of $89.0 millionand $127.1 million, respectively. The higher interest payments in the first quarter of 2024 were primarily due to timing—interest on the Term Loan Facility is paid each quarter, while interest on the CCOH 7.875% Senior Secured Notes is paid semi-annually, with the first payment made in October 2024.

Following the prepayment of the CCIBV Term Loan Facility on March 31, 2025, and taking into account our April 2025 notes repurchases, we expect cash interest payments to be approximately $313 million for the remainder of 2025 and $381 million in 2026, assuming no further refinancings, new debt issuances or additional repurchases.

Our next debt maturity is in August 2027, when the $1.25 billion aggregate principal amount of our 5.125% Senior Secured Notes becomes due. As of March 31, 2025, we were in compliance with all of the covenants in our debt agreements.

For additional details on our long-term debt, refer to Note 5 to our Condensed Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q.

Sources of Capital and Liquidity

Cash On Hand

As of March 31, 2025, we had $401.3 million of cash and cash equivalents, including $5.5 million held by discontinued operations (Spain and Brazil) and $2.9 million held by continuing operations subsidiaries outside the U.S., primarily in the Caribbean. At present, any remaining excess foreign cash could be repatriated with minimal U.S. tax consequences, and dividend distributions from international subsidiaries are not expected to trigger U.S. federal income tax liability.

Cash Flow from Operations

During the three months ended March 31, 2025, net cash provided by operating activities was $14.9 million, compared to a net cash outflow of $34.8 million during the same period in 2024. The primary driver of the operating cash outflow in the first quarter of 2024 was cash paid for interest, which exceeded other operating net cash inflows due to the timing of interest payments on debt transactions, as previously discussed. The $38.1 million decrease in cash paid for interest during the first quarter of 2025 contributed to the improvement in cash flow from operations. Additionally, during the three months ended March 31, 2025, we received $9.9 million in insurance proceeds related to the ongoing recovery of certain amounts previously incurred in connection with a resolved legal matter.

Dispositions

During the three months ended March 31, 2025, we received net cash proceeds of $609.3 million from the sale of businesses, net of direct transaction costs paid and cash sold with the businesses. This includes$16.0 million from the sale of our businesses in Mexico, Peru and Chile, and$593.3 million from the sale of the businesses constituting our Europe-North segment, prior to the prepayment of the CCIBV Term Loan Facility and related accrued interest. As previously disclosed, we expect to prioritize using the remaining net proceeds or cash on hand to retire the most advantageous debt in our capital structure, as permitted under our debt agreements.

Additionally, during the three months ended March 31, 2025 and 2024, we received cash proceeds from asset dispositions of$8.0 million and $7.7 million, respectively.

Credit Facilities

We have access to a Revolving Credit Facility and Receivables-Based Credit Facility, each including sub-facilities for letters of credit and short-term borrowings, both maturing on August 23, 2026. The table below presents our borrowings and excess availability under these credit facilities as of March 31, 2025:

(1)The maximum borrowing limit under the Receivables-Based Credit Facility is $175.0 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 March 31, 2025, letters of credit outstanding under the Receivables-Based Credit Facility included a $6.3 million letter of credit related to our business in Spain.

(3)Due to rounding, totals may not sum exactly as presented.

Senior Secured Credit Agreement Financial Covenant

The Senior Secured Credit Agreement includes a springing financial covenant that applies solely to the Revolving Credit Facility if its balance exceeds $0 and undrawn letters of credit exceed $10 million. This covenant requires compliance with a first lien net leverage ratio of less than 7.10 to 1.00. As of March 31, 2025, our first lien net leverage ratio was 6.14 to 1.00, calculated by dividing first lien net debt by EBITDA (as defined in the Senior Secured Credit Agreement) for the preceding four quarters. First lien net debt and EBITDA are presented herein as they are key components of the first lien net leverage ratio calculation.

Under the Senior Secured Credit Agreement, the calculation of the first lien net leverage ratio excludes the impact of all businesses classified as discontinued operations, whether the sale is closed or pending. As a result, EBITDA from discontinued operations is not included in the calculation. However, the first lien net debt calculation does reflect the receipt of cash proceeds from the sales of our Europe-North segment businesses and certain Latin American businesses in the first quarter of 2025, net of the repayment of the CCIBV Term Loan Facility, but does not reflect any further intended use of those proceeds.

First Lien Debt

The following table presents the calculation of our first lien net debt as of March 31, 2025:

(1)Due to rounding, the total may not equal the sum of the above line items.

EBITDA

As defined in the Senior Secured Credit Agreement, our EBITDA for the preceding four quartersof $472.0 million is calculated as operating income from continuing operations, adjusted for depreciation, amortization, impairment charges, share-based compensation, and other unusual or nonrecurring gains or losses, charges or expenses, including restructuring, redundancy or severance expenses, one-time compensation charges, and various other items.

The following table reconciles EBITDA to operating income from continuing operations and consolidated net cash provided by operating activities for the four quarters ended March 31, 2025:

(1)Primarily comprised of net gains from the disposition of operating assets and income attributable to noncontrolling interests, partially offset by interest income and transaction costs associated with structural initiatives and financial advisory services.

(2)Due to rounding, the total may not equal the sum of the above line items.

(3)Includes non-cash operating lease expense, depreciation and amortization, net gains on dispositions of businesses and operating assets, share-based compensation, amortization of deferred financing charges and note discounts, net foreign exchange transaction loss, credit loss expense, deferred taxes, loss on extinguishment of debt, and other reconciling items.

CRITICAL ACCOUNTING ESTIMATES

The preparation of our financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that impact the reported amounts of revenue, expenses, assets and liabilities, and the disclosure of contingent assets and liabilities, in our financial statements. These estimates and judgments 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. For a detailed discussion of the critical accounting estimates, management's judgments and assumptions, and the potential effects if actual results differ from these assumptions, please refer to Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024.