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 our operations and, when necessary, borrowings under our credit facilities. In the first half 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 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 will depend on various factors, including the growth of our business, investments in digital conversions and new technologies, and the pursuit and outcome of strategic opportunities.

We also have long-term cash requirements related to the repayment of our outstanding debt, which now extends through 2033 following a recent refinancing. On August 4, 2025, we closed a private offering of $1,150.0 million aggregate principal amount of 7.125% Senior Secured Notes due 2031 and $900.0 million aggregate principal amount of 7.500% Senior Secured Notes due 2033. At closing, we deposited an amount equal to the net proceeds from the offering, together with cash on hand, with the trustee to fund the full redemption of our 5.125% and 9.000% Senior Secured Notes, in aggregate principal amounts of $1,250.0 million and $750.0 million, respectively. As a result, the indentures governing the redeemed notes were satisfied and discharged.

As part of our long-term financing and investment strategy, we have repurchased, and may from time to time in the future repurchase, outstanding notes through open market purchases, privately negotiated transactions or other means. These repurchases could materially impact our liquidity, results of operations or leverage ratios, which in turn could affect our ability to comply with the covenants in our debt agreements. In the second quarter of 2025, we repurchased $229.7 million aggregate principal amount of our Senior Notes in open market transactions for a total cash payment of $203.4 million, including accrued interest and related fees. Any future repurchase decisions will depend on factors such as prevailing market conditions, our liquidity needs and contractual restrictions, and the amounts involved may be material.

We believe that our sources of funds will be adequate to meet our long-term cash requirements. 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 factors beyond our control, including macroeconomic conditions, interest rates, inflation, increased tariffs, retaliatory trade policies, volatility in 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 of these. 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, 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 favorable terms or at all.

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

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 expense, 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 six months ended June 30, 2025 and 2024, we incurred site lease expense for continuing operations of $293.6 million and $264.4 million, respectively, which are included in “Direct operating expenses” in our Consolidated Statements of Income (Loss). During the six months ended June 30, 2024, we received $5.6 million of rent abatements. Rent abatements totaled $1.4 million for the six months ended June 30, 2025 and are not expected to continue.

Capital Expenditures and Acquisitions

We made the following capital expenditures during the six months ended June 30, 2025 and 2024:

(1)Capital expenditures for discontinued operations decreased following the sales of our former Europe-North segment businesses and certain Latin American businesses in the first quarter of 2025.

(2)As of June 30, 2025 and 2024, we had accrued but unpaid capital expenditures for continuing operations of $3.5 million and $4.6 million, respectively. For discontinued operations, accrued but unpaid capital expenditures were $1.3 millionand $6.9 million, respectively.

(3)Excludes asset acquisitions.

During the six months ended June 30, 2024, we acquired out-of-home advertising assets, primarily permits and digital billboard structures, in our America segment for cash consideration of $8.8 million. No asset acquisitions were made during the six months ended June 30, 2025.

Debt Activity, Service Obligations and Covenants

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 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 repay the original term loans and $14.9 million of accrued interest. Related transaction fees totaled $15.4 million, including $14.6 million paid during the six months ended June 30, 2024.

Also in March 2024, CCIBV entered into a $375.0 million CCIBV Term Loan Facility, issued at a 1% discount. Proceeds and cash on hand were used to redeem the $375.0 million CCIBV Senior Secured Notes and pay $11.8 million of accrued interest. Related transaction fees totaled $5.8 million, including $4.2 million paid during the six months ended June 30, 2024, and $0.4 million paid during the six months ended June 30, 2025.

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 principal amount of the CCIBV Term Loan Facility, along with $11.9 million of accrued interest. Upon repayment, CCIBV and its guarantors, and all collateral granted as security under the credit agreement, were released, and the credit agreement was terminated.

In 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 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.

Debt Service Obligations

During the six months ended June 30, 2025 and 2024, we paid cash interest of $210.2 million and $218.5 million, respectively. The $8.3 million decrease primarily reflects the impact of recent refinancing activity and related changes in interest payment timing and rates.

Following the prepayment of the CCIBV Term Loan Facility, the second-quarter repurchase of Senior Notes, and the August 2025 refinancing, we expect cash interest payments of approximately $184 million for the remainder of 2025 and approximately $400 million in 2026, assuming no further prepayments, refinancings, new debt issuances or additional repurchases.

On August 4, 2025, we closed a private offering of new senior secured notes and used the proceeds, together with cash on hand, to fund the full redemption of our 5.125% Senior Secured Notes and 9.000% Senior Secured Notes. As a result, the indentures governing these notes were satisfied and discharged. Following these redemptions, our next scheduled debt maturity will be in April 2028, when $899.3 million aggregate principal amount of our 7.750% Senior Notes becomes due.

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.

Debt Covenants

Our debt agreements contain certain covenants, as described in our 2024 Annual Report on Form 10-K. As of June 30, 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 and undrawn letters of credit exceed $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 June 30, 2025, these conditions were not met, and the covenant was not in effect. Accordingly, we have not presented the first lien net leverage ratio calculation in this Quarterly Report on Form 10-Q. Refer to the “Credit Facilities” section below for additional information on facility borrowings and excess availability as of June 30, 2025.

Sources of Capital and Liquidity

Cash On Hand

As of June 30, 2025, we had $147.1 million of cash and cash equivalents, including $8.5 million held by discontinued operations (Spain and Brazil) and $4.1 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 six months ended June 30, 2025, net cash provided by operating activities was $2.3 million, compared to a net cash outflow of $4.0 million during the same period in 2024. The improvement was primarily driven bythe 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, anda reduction in cash interest payments.

Dispositions

During the six months ended June 30, 2025, we received net cash proceeds of$589.3 million from the sale of businesses, net of direct transaction costs paid and cash transferred with the businesses. This includes $12.6 million from the sale of our businesses in Mexico, Peru and Chile, and $576.7 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.

Additionally, we received $10.0 million and $10.3 million in cash proceeds from asset dispositions during the six months ended June 30, 2025 and 2024, respectively.

We expect to receive approximately $14.7 million in cash proceeds from the sale of our business in Brazil (based on the prevailing exchange rate as of June 30, 2025), subject to certain customary adjustments. The transaction is expected to close later in 2025, pending regulatory approval and the satisfaction of other customary closing conditions.

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. On June 12, 2025, we amended both 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 borrowings and excess availability under these credit facilities as of June 30, 2025:

(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 June 30, 2025, the letter of credit outstanding under the Revolving Credit Facility related to our business in Spain.

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

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.