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 fund these needs through cash on hand, cash generated from operations and, when necessary, borrowings under our credit facilities. In addition, we have benefited from cash proceeds from international business sales, including proceeds from the recent sale of our business in Spain, which we intend to use to further reduce outstanding debt, subject to the outcome of the Merger. We believe our 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 business growth, investments in digital conversions and new technologies, the timing and completion of the Merger, and costs related to the Merger. We also have long-term cash requirements related to the repayment of outstanding debt, which currently 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, contractual restrictions and the outcome of the Merger. Such 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, inflation, global trade policies, geopolitical developments, and the timing and completion of the Merger. In addition, our significant interest payment obligations reduce our financial flexibility, increase our sensitivity to changes in operating performance and economic conditions, and reduce our liquidity over time.

In prior periods, we have explored financing alternatives and undertaken transactions to improve our liquidity, including additional financing from banks or other lenders, public or private debt or equity offerings, and strategic partnerships, as well as refinancing our indebtedness. Under the terms of the Merger Agreement, our ability to pursue such actions is currently limited. If the Merger is not consummated, we may seek to pursue similar transactions in the future. There can be no assurance that such financing or liquidity-generating transactions, including refinancing, will be available in sufficient amounts, at reasonable interest rates, 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 debt agreements may limit our ability to incur additional indebtedness. 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

Site lease payments represent our most significant recurring 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. For the six months ended June 30, 2026 and 2025, site lease expense for continuing operations was $312.5 million and $293.6 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, as a result, may differ from cash payments made during the period. We expect to fund our site lease and other working capital obligations primarily through cash generated from operations.

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. We expect to fund our capital expenditures primarily through cash generated from operations.

The following table summarizes capital expenditures for the six months ended June 30, 2026 and 2025:

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

(2)As of June 30, 2026 and 2025, we had accrued but unpaid capital expenditures for continuing operations of $6.0 million and $3.5 million, respectively. For discontinued operations, accrued but unpaid capital expenditures were $0.8 million and $1.3 million, respectively.

Debt Service Obligations

A significant portion of our cash requirements relates to debt service obligations. During the six months ended June 30, 2026 and 2025, we paid cash interest of $205.8 million and $210.2 million, respectively. The decrease in 2026 primarily reflects the reduction in outstanding indebtedness resulting from the repayment of the $375.0 million CCIBV Term Loan Facility on March 31, 2025 and the repurchase of $229.7 million aggregate principal amount of senior unsecured notes in the second quarter of 2025 for a total cash payment of $203.4 million, including accrued interest and related fees. This decrease was partially offset by the impact of the August 2025 senior secured notes refinancing, including the first semi-annual interest payments on the 7.125% and 7.500% Senior Secured Notes, which occurred during the current-year period, as well as higher interest expense associated with the new debt.

Based on our outstanding indebtedness as of June 30, 2026, and assuming no debt prepayments, repurchases, refinancings or issuances, we expect to pay approximately $197 million of cash interest during the second half of 2026 and approximately $394 million in 2027. These amounts reflect our capital structure as of June 30, 2026 and do not give effect to any financing transactions that may occur in connection with, upon or following the consummation of the Merger, or the potential application of the net proceeds from the sale of our business in Spain to reduce our outstanding indebtedness.

Our next significant debt maturities are currently in 2028, when $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, 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 June 30, 2026, we had $202.3 million of cash and cash equivalents, including $10.1 million held by discontinued operations in Spain and $5.5 million held by continuing operations subsidiaries outside the U.S. At present, 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 result in a U.S. federal income tax liability.

Cash Flow from Operations

During the six months ended June 30, 2026, netcash provided by operating activities was $47.8 million, compared to $2.3 million during the same period in 2025. The increase was primarily driven by stronger operating performance in both the America and Airports segments, lower cash payments for income taxesof $5.7 million due to a smaller international operating footprint and lower cash interest payments of $4.4 million, as discussed above. These increases in cash flow from operations were partially offset by $12.2 million of transaction costs paid in the current-year period related to the Merger and the non-recurrence of $10.1 million in insurance proceeds received in the prior-year period related to the ongoing process to recover certain amounts previously incurred in connection with a resolved legal matter.

Dispositions

During the six months ended June 30, 2026, we received net cash proceeds of $5.8 million from asset dispositions. These proceeds were partially offset by the payment of$4.5 million for transaction-related costs and final post-closing adjustments primarily associated with our Latin American business dispositions.

During the six months ended June 30, 2025, we received net cash proceeds of $589.3 million from the sale of our former Europe-North segment and certain Latin American businesses. A portion of these proceeds was used to fully prepay the $375.0 million CCIBV Term Loan Facility, with the remainder used to improve liquidity and financial flexibility, as permitted under our debt agreements. We also received $10.0 million of cash proceeds from asset dispositions.

On August 4, 2026, we completed the sale of our business in Spain for a purchase price of approximately $132.3 million. We intend to use the net proceeds, after customary post-closing adjustments and the payment of transaction-related fees and expenses, to further reduce our outstanding debt, subject to the outcome of the Merger. Refer to Note 2 to our Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information.

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 and currently matures on June 12, 2030. As of June 30, 2026, we had no borrowings outstanding and significant available capacity under our credit facilities.

The following table presents borrowing limits, letters of credit outstanding and excess availability under these credit facilities as of June 30, 2026:

(1)As of June 30, 2026, the revolving credit facility commitment is $100.0 million, and the maximum commitment under the receivables-based credit facility is $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, 2026, the letter of credit outstanding under the revolving credit facility related to our former business in Spain. On August 4, 2026, we completed the sale of this business, and the related letter of credit was canceled.

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

Debt Covenants

Our debt agreements contain covenants as described in the 2025 Form 10-K. As of June 30, 2026, 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 if undrawn letters of credit under that facility 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, 2026, these conditions were not met and the covenant was not in effect. Refer to the “Credit Facilities” section above for additional information on borrowings and excess availability as of June 30, 2026.

Pending Merger-Related Debt Actions

In connection with the Merger, during the second quarter of 2026, we amended the indentures governing our senior secured notes, the Senior Secured Credit Agreement and our receivables-based credit agreement to provide that the Merger will not constitute a change of control under the applicable debt documents and to add or amend certain related defined terms. The supplemental indentures relating to the senior secured notes and the amendment to the Senior Secured Credit Agreement are effective but will become operative only upon consummation of the Merger, while the amendment to the receivables-based credit agreement will become effective upon consummation of the Merger.

Upon becoming effective, the amendment to the receivables-based credit agreement will also, among other things, extend the maturity date to a date that is five years from the consummation of the Merger and increase the revolving credit commitments from $200.0 million to $250.0 million.

We have also issued conditional notices of redemption for our outstanding senior unsecured notes. Refer to Note 5 to our Condensed Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information.

CRITICAL ACCOUNTING ESTIMATES

The preparation of our financial statements in conformity with U.S. GAAP requires 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. These estimates are based on historical experience and other assumptions believed to be reasonable under the circumstances. Actual results may differ from these estimates, and such differences could be material.

For a discussion of our critical accounting estimates — those estimates that involve significant judgment and are most important to understanding our financial statements — refer to Item 7 of the 2025 Form 10-K. During the six months ended June 30, 2026, there have been no material changes to our critical accounting estimates, management’s judgments and assumptions, or the potential effects if actual results differ from these assumptions.

RECENTLY ISSUED ACCOUNTING STANDARDS

See Note 1 to our Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for a discussion of recently issued accounting standards.