SecProbe.io

April  15, 201 3

Via e -mail:
Mr. Thomas W. Casey
Executive Vice President and Chief Financial Officer
Clear Channel Outdoor  Holdings, Inc.
200 East Basse Road
San Antonio, Texas  78209

Re: Clear Channel Outdoor  Holdings,  Inc.
Form 10-K for the Year Ended December  31, 201 2
Filed February  19, 201 3
  File No. 1-32663

Dear Mr. Casey :

We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  Please comply with the following comments in
future filings.  Confirm in writing that you will  do so and explain to us how you intend to
comply.   In some of our comments, we may ask you to provide us with  information so we may
better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2012

Item 7.  Management’s Discussion and Analysis of Financial Condition an d Results of
Operations, page 28

Liquidity and Capital Resources, page 38

1. Since yo ur foreign operations are significant, please address the following in future
filings:

• Disclose the amount of foreign cash and cash equivalents as compared to your total
amount of cash and cash equivalents as of year -end;

Mr. Casey
Clear Channel Outdoor  Holdings, Inc.
April  15, 201 3
Page 2

 • Quantify the amount of cash held in foreign countries where the funds are not readily
convertible into other foreign currencies, including U.S. dollars. Please also explain
the implications of any such restrictions upon your liquidity; and
• Discuss the fact that if the foreign cash and cash equivalents are needed for your
operations in the U.S., you would be required to accrue and pay U.S. taxes to
repatriate these funds. Disclose if it is your intent is to permanently reinvest these
foreign amounts outside the U.S. and whether your curr ent plans do not demonstrate a
need to repatriate the foreign amounts to fund your U.S. operations.

Refer to Item 303(a)(1) of Regulation S -K, SEC Release 33 -8350 Section IV and
Financial Reporting Codification 501.06.a.

2. Please reconcile consolidated EBI TDA as defined in your debt agreements to the most
comparable GAAP liquidity measure, cash flows from operating activities.

Note 7 – Commitments and Contingencies, page 97

3. With regard to your Los Angeles Litigation, i f there is at least a reasonable poss ibility
that a loss exceeding amounts already  recognized may have been incurred, in your next
periodic filing, please either disclose  an estimate (or, if true, state that the estimate is
immaterial in lieu of providing  quantified amounts) of the additional  loss or range of loss,
or state that such an  estimate cannot be made. Please refer to ASC 450 -20-50.

If you conclude that you cannot estimate the reasonably possible additional loss or  range
of loss, please supplementally: (1) explain to us the procedure s you undertake  on a
quarterly basis to attempt to develop a range of reasonably possible loss for  disclosure
and (2) for each material matter, what specific factors are causing the  inability to estimate
and when you expect those factors to be alleviated. We recognize that there are a number
of uncertainties and potential outcomes associated  with loss contingencies. Nonetheless,
an effort should be made to develop estimates  for purposes of disclosure, including
determining which of the potential outcomes ar e reasonably possible and what the
reasonably possible range of losses would be for  those reasonably possible outcomes.

You may provide your disclosures on an aggregated basis.  Please include your
proposed disclosures in your response .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Mr. Casey
Clear Channel Outdoor  Holdings, Inc.
April  15, 201 3
Page 3

 In responding to our comments, please provide  a written statement from the com pany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Inessa Kessman , Senior Staff Accountant, at (202) 551 -3371 or Ivette
Leon, Assistant Chief Accountant , at (202) 551 -3351 if you have questions regarding comments
on the financial statements and related matters. Please contact me at (202) 551 -3810 with any
other questions.

Sincerely,

/s/ Terry French for

Larry Spir gel
Assistant Director