What changed in this filing

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Item 1. Business

2021-02-25 compared with 2020-02-27 · 154 added, 98 removed, 270 unchanged (48% of the section changed)

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• The ‘music collection’ sector, which essentially replaced downloads and CDs and

The radio-‘companionship’ sector, in which people regard their favorite broadcast radio personalities as trusted friends and companions on whom they rely to provide news on everything from entertainment and local content to points of view, information about new music and artists, weather, traffic and more.

• The ‘companionship’ sector, in which people regard their radio and podcasting personalities as trusted friends and companions on whom they rely to provide news on everything from entertainment and local content to points of view, storytelling, information about new music and artists, weather, traffic and more.

We operate in the second sector and have used our large scale and national reach in broadcast radio to build additional complementary platforms.

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Our product strategy is ‘be where our listeners are with the products and services they expect from us’.

We provide our consumers with the products and services they expect from us regardless of where they are and what platforms they're using.

Our reach now extends across more than 250 platforms and over 2,000 different connected devices-and that reach continues to grow.

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• Broadcast radio :

We have a strong relationship with our consumers, and our broadcast radio audience is almost twice as large as that of the next largest commercial broadcast radio company, as measured by Nielsen.

We have a strong relationship with our consumers, and our broadcast radio audience has the largest reach of any audio company in the U.S.

with an audience that is over twice as large as that of the next largest commercial broadcast radio company, as measured by Nielsen.

Our iHeartRadio digital platform is the number one streaming broadcast radio platform-with five times the digital listening hours of the next largest commercial broadcast radio company, as measured by Triton.

We are the number one commercial podcast publisher-and we are two times the size of the next largest commercial podcaster as measured by downloads, according to Podtrac.

We are the number one podcast publisher-and we are more than three times the size of the next largest podcaster publisher as measured by audience, according to Podtrac.

We are leading advancement of the podcast industry and have the largest growth across all podcast publishers in both global downloads and US audience, which increased 62% and 15%, respectively during 2020.

• Social media :

Our personalities, stations and brands have a social footprint that includes 228 million fans and followers as measured by Shareablee, which is nine times the size of the next largest commercial broadcast audio media company.

This social footprint was at the heart of delivering 310 billion social media impressions for our 2019 iHeartRadio Music Awards and its associated activities.

We have over 20,000 local live events per year and eight major nationally‑recognized tentpole events, which provide significant opportunities for consumer promotion, advertising and social amplification.

This social footprint was at the heart of delivering 20 billion social media impressions for our iHeartRadio Living Room Concert for America and 19.4 billion social media impressions for the virtual 2020 iHeartRadio Music Festival.

Historically, we had over 20,000 local live and virtual events per year and eight major nationally-recognized tentpole events.

To respond to the realities of the COVID environment, we reimagined our overall approach to events and successfully built out many virtual events and produced 4 of our major tentpole events virtually.

These live and virtual events provide significant opportunities for consumer promotion, advertising and social amplification.

We have been able to unify all of our local brands under a master brand "iHeartRadio".

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iHeartMedia, Inc.

was formed as a Delaware corporation in May 2007 by private equity funds sponsored by Bain Capital Partners, LLC and Thomas H.

Lee Partners, L.P.

for the purpose of acquiring the business of iHeartCommunications, Inc., a Texas corporation (“iHeartCommunications”).

The acquisition was completed on July 30, 2008 pursuant to an Agreement and Plan of Merger, dated November 16, 2006, as amended on April 18, 2007, May 17, 2007 and May 13, 2008.

Prior to the consummation of our acquisition of iHeartCommunications, we had not conducted any activities, other than activities incident to our formation and in connection with the acquisition, and did not have any assets or liabilities, other than those related to the acquisition.

was formed as a Delaware corporation in May 2007 for the purpose of acquiring the business of iHeartCommunications, Inc., a Texas corporation (“iHeartCommunications”), which occurred on July 30, 2008.

Prior to the consummation of our acquisition of iHeartCommunications, iHeartMedia, Inc.

had not conducted any activities, other than activities incident to its formation in connection with the acquisition, and did not have any assets or liabilities, other than those related to the acquisition.

On the Petition Date, we and certain of our subsidiaries filed the Chapter 11 Cases under Chapter 11 of the United States Bankruptcy Code (“Chapter 11”).

We emerged from Chapter 11 on the Effective Date.

On June 28, 2019, we announced that The Nasdaq Stock Market LLC had approved the direct listing of the Company’s post-emergence Class A common stock, par value $0.001 per share, on the Nasdaq Global Select Market under the ticker symbol “IHRT”.

The Class A common stock began trading on the Nasdaq Global Select Market on July 18, 2019.

For additional information regarding our recent emergence from Chapter 11, see “Basis of Presentation” and Note 2, Emergence from Voluntary Reorganization under Chapter 11 Proceedings to our consolidated financial statements located in Item 8 of Part II of this Annual Report on Form 10-K.

Our Class A common stock began trading on the Nasdaq Global Select Market on July 18, 2019.

Our Business Segments

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• Audio , which provides media and entertainment services via broadcast and digital delivery and also includes our events and national syndication businesses;

Audio & Media Services , which provides other audio and media services, including our media representation business, Katz Media Group (“Katz Media”), and our provider of scheduling and broadcast software, Radio Computing Services (“RCS”).

• Audio & Media Services , which provides other audio and media services, including our media representation business, Katz Media Group (“Katz Media”), and our provider of scheduling and broadcast software, RCS.

Audio Segment

Our Audio segment operations include broadcast radio, digital, mobile, podcasts, social, live events including mobile platforms and products, program syndication, traffic, weather, news and sports data distribution and on-demand entertainment.

Our Audio segment operations include broadcast radio, digital, mobile, podcasts, social, live and virtual events including mobile platforms and products, program syndication, traffic, weather, news and sports data distribution and on-demand entertainment.

Our Audio segment revenue was $2,681.2 million in 2020, $3,454.5 million in 2019 and $3,353.8 million in 2018.

Our radio stations and content can be heard on AM/FM stations, HD digital radio stations, satellite radio, on the Internet at iHeartRadio.com and our radio stations’ websites, and through our iHeartRadio mobile application in enhanced automotive dashes, on tablets, wearables and smartphones, on gaming consoles, via in-home entertainment and voice-controlled devices.

Our radio stations, podcasts and content can be heard on AM/FM stations, HD digital radio stations, satellite radio, on the Internet at iHeartRadio.com and our radio stations’ websites, and through our iHeartRadio mobile application in enhanced automotive dashes, on tablets, wearables and smartphones, on gaming consoles, via in-home entertainment (including smart televisions) and voice-controlled devices.

As of December 31, 2020, we owned and operated 858 live broadcast radio stations and had a local sales force servicing approximately 160 U.S.

markets, including 48 of the top 50 markets (with three markets embedded in larger markets), and 86 of the top 100 markets, (with four markets embedded in larger markets).

We are also the beneficiary of Aloha Station Trust, LLC, Ocean Station Trust, LLC (the “Ocean Trust”) and Sun and Snow Station Trust, LLC which own and operates 4, 1 and 1 radio stations, respectively, all of which we were required to divest in order to comply with Federal Communication Commission (“FCC”) media ownership rules, and which are being marketed for sale.

According to Nielsen's Spring 2019 book, we have the most number one ranked stations across the top 160 markets, and across the largest 50 markets, with 74 and 28 number one ranked stations in these markets, respectively.

With our broadcast radio platform alone, we have almost twice the broadcast radio audience of our next closest broadcast competitor.

markets, including 48 of the top 50 markets (with four markets embedded in larger markets), and 86 of the top 100 markets, (with six markets embedded in larger markets).

We are also the beneficiary of Aloha Station Trust, LLC, which owns and operates 5 radios stations, and Sun and Snow Station Trust, LLC which owns and operates 1 radio station, all of which we were required to divest in order to comply with Federal Communication Commission (“FCC”) media ownership rules.

According to Nielsen's Fall 2020 book, we have the most number one ranked stations across the top 160 markets, and across the largest 50 markets, with 76 and 28 number one ranked stations in these markets, respectively.

With our broadcast radio platform alone, we have over twice the broadcast radio audience of our next closest broadcast competitor.

We also have five times the digital listening hours of our next closest commercial radio broadcast competitor.

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The third channel is the newest and smallest, but fastest growing, channel using data to develop specific targets and often executed over a technology platform.

These three channels can all be used in varying degrees of efficiency over our multiple platforms including broadcast radio, digital streaming and display, podcast, social amplification and events.

These three channels can all be used in varying degrees of efficiency over our multiple platforms including broadcast radio, digital streaming and display, podcasting, social amplification and events.

Our national scale and structure allows us to offer these solutions at a national, regional or local level, or any combination thereof.

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Increasingly, across both national and local markets, our advertisers are demanding data rich, analytics-driven advertising solutions.

iHeartMedia offers a comprehensive suite of tech‑enabled advertising solutions (that provide advanced attribution and analytics capability), including:

iHeartMedia offers a comprehensive suite of tech-enabled advertising solutions (that provide advanced attribution and analytics capability) through our SmartAudio platform, which includes:

• Our digital-like ad-buying solution that allows clients to view the available broadcast inventory across various cohorts to address their specific needs;

• Our application of data science to aggregate business data from broadcasts and the user insights that come from listeners using our digital platform;

iHeartMedia Analytics :

• Our tools to present the effectiveness of clients' broadcast radio advertising campaigns by providing detailed digital dashboards on the results of the advertising spend

We expect these programmatic, data and analytic and attribution solutions to account for an increasing proportion of ad buying in the future.

These programmatic, data and analytic and attribution solutions to account for an increasing proportion of ad buying and we expect that it will continue to expand in the future.

Radio Stations

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We believe that our properties are in good condition and suitable for our operations.

Radio broadcasting is subject to the jurisdiction of the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”).

Radio broadcasting is subject to the jurisdiction of the FCC under the Communications Act of 1934, as amended (the “Communications Act”).

As described in “Regulation of Our iHeartMedia Business” below, the FCC grants us licenses in order to operate our radio stations.

The following table provides the number of owned and operated radio stations in the top 25 Nielsen-ranked markets:

Nielsen Number

Market Stations (2)

1 New York, NY 6

2 Los Angeles, CA 8

3 Chicago, IL 6

4 San Francisco, CA 6

6 Houston-Galveston, TX 6

7 Atlanta, GA 7

8 Washington, DC 6

9 Philadelphia, PA 6

10 Boston, MA 8

Lauderdale-Hollywood, FL 8

12 Seattle-Tacoma, WA 9

13 Phoenix, AZ 8

14 Detroit, MI 6

15 Minneapolis-St.

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20 Nassau-Suffolk, NY 1

Baltimore, MD

21 Charlotte-Gastonia-Rock Hill, NC-SC 4

22 Portland, OR 7

23 Baltimore, MD 4

25 San Antonio, TX 7

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We also have two subscription-based offerings-iHeartRadio Plus and iHeartRadio All Access.

Within our digital business, our multi-platform strategy has also enabled us to extend our leadership into the rapidly

growing podcasting sector.

Overall podcasting industry revenue is expected to increase to $0.9 billion by 2020, according to the iAB, from an estimated $0.5 billion in 2018.

• Podcasting .

Within our digital business, our multi-platform strategy has also enabled us to extend our leadership into the rapidly growing podcasting sector.

Overall podcasting industry revenue is expected to exceed $1.0 billion by 2021, according to Magna Global, from an estimated $0.9 billion in 2020.

Podcasts continue to expand the audio landscape, and the number of users has increased to 104 million in the U.S.

in 2020, with 37% of the U.S.

population aged 12 and above having listened to a podcast in the last month (compared to 9% in 2008), according Edison in January 2019.

By focusing on this trend, iHeartMedia has become the number one commercial podcast publisher, as measured by Podtrac with 150 million global monthly downloads and streams and 23 million U.S.

unique monthly users, in December 2019.

population aged 12 and above having listened to a podcast in the last month (compared to 9% in 2008), according to Edison in March 2020.

iHeartMedia is the number one podcast publisher, as measured by Podtrac with 254 million global monthly downloads and streams and 29 million U.S.

unique monthly users, in January 2021 and has the most shows featured in the Top 10 across all categories.

We also have one of the first and only podcasts to pass 1 billion downloads with Stuff You Should Know, as measured by Podtrac.

In the fourth quarter 2020, we acquired Voxnest, Inc., the leading consolidated marketplace for podcasts and the best-in-class provider of podcast analytics, enterprise publishing tools, programmatic integration and targeted ad serving.

With this acquisition, we are able to provide podcast advertisers with additional targetable inventory at scale by allowing the effective and efficient monetization across an entire range of podcast inventory on this one-of-kind programmatic platform.

We generated $101 million in podcasting revenue in 2020, an increase of 90.6% from the prior year.

We enable advertisers to engage with consumers through our Premiere Networks and Total Traffic & Weather services.

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Premiere Networks and Total Traffic & Weather generated revenue of $485.0 million in 2020, $614.7 million in 2019 and $582.3 million in 2018.

Premiere Networks is a national radio network that produces, distributes or represents more than 120 syndicated radio programs and services for more than 6,200 radio station affiliates.

• Premiere Networks is a national radio network that produces, distributes or represents 120 syndicated radio programs and services for more than 6,500 radio station affiliates.

Our broad distribution capabilities enable us to attract and retain top programming talent.

Some of our more popular syndicated programs feature top talent including Rush Limbaugh, Ryan Seacrest, Sean Hannity, Steve Harvey, Glenn Beck, Bobby Bones, Elvis Duran, Delilah, Colin Cowherd and Big Boy.

Some of our more popular syndicated programs featured top talent including Rush Limbaugh, Ryan Seacrest, Sean Hannity, Bobby Bones, Glenn Beck, Elvis Duran, Steve Harvey, the Breakfast Club, Colin Cowherd and Delilah.

We believe recruiting and retaining top talent is an important component of the success of our radio networks.

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Sponsorship & Events :

Through our 20,000 local events per year and eight major nationally‑recognized tent pole events, as well as endorsement and appearance fees generated by on‑air talent, we generated $209.5 million of revenue in 2019, $200.6 million of revenue in 2018 and $201.8 million of revenue in 2017 from sponsorship, endorsement and other advertising revenue, as well as ticket sales and licensing.

Our eight major tent pole events are:

Prior to the outbreak of the COVID-19 pandemic, we held over 20,000 live, in-person local events annually and eight major nationally-recognized tent pole events.

These events which, including endorsement and appearance fees generated by on-air talent, resulted in $209.5 million of revenue in 2019 and $200.6 million of revenue in 2018 from sponsorship, endorsement and other advertising revenue, as well as ticket sales and licensing.

Our eight major tent pole events include:

the iHeartRadio Music Festival, the iHeartRadio Music Awards, the iHeartRadio Wango Tango, the iHeartRadio Jingle Ball Tour, the iHeartCountry Festival, iHeartRadio ALTer Ego, the iHeartRadio Podcast Awards and the iHeartRadio Fiesta Latina.

As a result of the COVID-19 pandemic, Wango Tango and the iHeartRadio Music Awards were not held in 2020 and the iHeartRadio Music Festival, the iHeartRadio Jingle Ball Tour, the iHeartCountry Festival and the iHeartRadio Fiesta Latina tent pole events were held virtually.

With the outbreak of the COVID-19 pandemic, we identified opportunities to continue to engage with audiences through virtual events, including the iHeart Living Room Concert for America, First Responder Fridays, Wednesday Night Living Room Concerts, Commencement:

Speeches For The Class of 2020 and the HBCU Homecoming Celebration and continuing with virtual offerings of four of our tent pole events, the iHeartRadio Music Festival, the iHeartRadio Jingle Ball Tour, the iHeartCountry Festival and the iHeartRadio Fiesta Latina, and over 1,000 local virtual events.

In 2020, our live and then virtual local and tent pole events, including endorsement and appearance fees generated by on-air talent, resulted in $107.7 million of revenue from sponsorship, endorsement and other advertising revenue, as well as ticket sales and licensing.

We expect to continue to look for opportunities to supplement our live local and tent pole events with virtual events on a go forward basis, which would provide additional opportunities to engage with consumers and advertisers.

Other revenue streams connected to our core broadcast and digital radio operations include fees earned for miscellaneous services such as on-site promotions, activations, local marketing agreement (“LMA”) fees and tower rental provided to advertisers and other media companies.

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Our strategy is centered on building strong consumer relationships with national reach.

Providing this kind of at-scale

companionship creates high-value advertising inventory for current audio advertisers as well as new advertisers and delivers superior returns to both.

Providing this kind of at-scale companionship creates high-value advertising inventory for current audio advertisers as well as new advertisers and delivers superior returns to both.

Moreover, we believe that we can leverage our investments in technology and data-informed decision making to capture increasing market share of the long tail of national and local revenue.

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We have made, and continue to make, significant investments so we can provide an ad-buying experience similar to that which was once only available from digital-only companies.

Our programmatic solution for broadcast radio, SoundPoint, provides improved planning and automated ad-buying by relying on sophisticated planning algorithms and a cloud-based network across all of iHeartMedia's broadcast radio inventory to deliver highly optimized plans to our advertising customers.

SmartAudio is our audio data analytics advertising platform for broadcast radio which can be executed through the SoundPoint product.

Our SmartAudio programmatic solution provides improved planning and automated ad-buying by relying on sophisticated planning algorithms and a cloud-based network across all of iHeartMedia's broadcast radio inventory to deliver highly optimized plans to our advertising customers.

With SmartAudio, advertisers can do impression-based audience planning and dynamic radio advertising that utilizes real-time triggers such as weather, pollen counts, sports scores, mortgage rates and more to deploy different campaign messages based on what is happening in a specific market at a specific moment.

SmartAudio has allowed brands to use broadcast radio advertisements to dynamically serve the most relevant message in each market, at each moment, just as they do with digital campaigns, to ensure increased relevance and impact.

In 2018, we launched iHeartMedia Analytics, the first fully digital measurement and attribution service for broadcast radio that we believe can transform the way advertisers plan, buy and measure much of their audio campaigns to better optimize the extensive reach of radio.

Further SmartAudio is the first fully digital measurement and attribution service for broadcast radio that we believe can transform the way advertisers plan, buy and measure much of their audio campaigns to better optimize the extensive reach of radio.

We continue to look for ways to further develop our advertising capabilities in order to expand our share of advertising partners' budgets.

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We continue to expand the spectrum of choices for our listeners-both in terms of compelling content and the array of ways in which it can be consumed.

The proliferation of smart speakers and other connected devices greatly increases the range of options for accessing and interacting with our content.

During 2020, we launched BIN:

Black Information Network, the first and only 24/7 national and local all news audio service dedicated to providing an objective, accurate and trusted source of continual news coverage with a Black voice and perspective, and The Black Effect Podcast Network, a joint venture with Charlamagne Tha God developed to amplify Black voices, celebrate Black creators and invest in the Black community, with culturally relevant content across a variety of genres.

In addition, the proliferation of smart speakers, smart televisions and other connected devices greatly increases the range of options for accessing and interacting with our content, with significant increases to listenership across these devices in 2020.

We are also very focused on rapidly growing content categories, such as our leadership position in podcasting.

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Notably, iHeartRadio, our all-in-one digital music, podcast and live streaming digital radio service, is available on an expansive range of platforms and devices including smart speakers, digital auto dashes, tablets, wearables, smartphones, virtual assistants, televisions and gaming consoles.

With the acquisition of Stuff Media, LLC in October 2018, we significantly extended our position as the largest commercial podcast publisher.

We have continued to extend our leadership position in podcasting, and we are now the largest podcast publisher.

We believe that podcasting is to talk what streaming is to music and is the next strategic audio platform.

Our podcasting platform will allow us to capture incremental revenue as well as extend station brands, personalities and events onto a new platform-ultimately extending and deepening our consumer relationships and our opportunities for additional advertising revenue.

Employing technology to gain greater penetration of the long tail of advertising markets

In addition to having sellers in approximately 160 local markets across the U.S., which few media companies can claim, we intend to extend our technology platform to address the smaller clients that we do not currently reach through direct sales

As indication of the size of the potential opportunity, we currently have approximately 60,000 total clients compared to millions of clients for some of our largest social and search competitors which utilize technology solutions for smaller advertisers.

Our podcasting platform allows us to capture incremental revenue as well as extend station brands, personalities and events onto a new platform-ultimately extending and deepening our consumer relationships and our opportunities for additional advertising revenue.

Employing technology to gain greater penetration of the full spectrum of advertising clients and segments

In addition to having sellers in approximately 160 local markets across the U.S., which few media companies can claim, we intend to extend our technology platform to address the clients that we do not currently reach through direct sales operations.

As indication of the size of the potential opportunity, we currently have approximately 50,000 total clients compared to millions of clients for some of our largest social and search competitors which utilize technology solutions for advertisers of all sizes.

In the third quarter 2020, we acquired Unified Enterprises Corp., which provides customers with a complete advertising solution across all forms of digital media, including the information and intelligence data that they need to make informed decisions about their advertising investments.

Additionally, in the fourth quarter of 2020, we acquired Voxnest, Inc., a podcast programmatic technology solutions business that allows for the consolidation of the fragmented podcast marketplace and the best-in-class provider of podcast analytics, enterprise publishing tools, programmatic integration and targeted ad serving.

During the first quarter of 2021, we entered into a Share Purchase Agreement to acquire Triton Digital, a global leader in digital audio and podcast technology and measurement services, from The E.W.

Scripps Company for $230 million in cash, subject to certain adjustments and conditions.

These acquisitions, coupled with our leading broadcast footprint, will establish us as the only company able to provide a complete set of advertising technology and measurement solutions for all forms of audio:

on-demand, broadcast radio, digital streaming radio, and podcasting..

Utilizing our unique bundle of advertising inventory to drive uplift

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Moreover, we are continuing to develop platforms (including podcasts) that independently garner superior CPMs.

Leveraging the iHeartRadio master brand to expand our high-profile live events platform

Audio is a social experience and an important extension of the medium is live events.

For our listeners, live events are an opportunity to interact with fellow fans and engage with their favorite artists.

Leveraging the iHeartRadio master brand to expand our high-profile events platform

Audio is a social experience and an important extension of the medium is events.

For our listeners, events are an opportunity to interact with fellow fans and engage with their favorite artists.

For our advertising partners, they are a chance to reach a captivated and highly targeted audience directly tied to our high reach and strong engagement broadcast radio platform.

They also provide an opportunity to extend into platforms like cable and broadcast television, create ancillary licensing revenue streams and serve as an opportunity for ticket revenue.

As with all of our platforms, the data collection from these sources is valuable to both our product creation process and our advertisers.

Through our portfolio of major award shows, festivals and 20,000 local live events, we intend to continue to find innovative ways to integrate sponsorships and deliver unique advertising moments.

This is especially true with respect to our expansion into virtual events during 2020, which were live streamed over various networks and platforms.

As with all of our platforms, the data collection

from these sources is valuable to both our product creation process and our advertisers.

Through our portfolio of major award shows, festivals and local live events and virtual events, we intend to continue to find innovative ways to integrate sponsorships and deliver unique advertising moments.

In so doing, we will seek to create additional revenue opportunities through this platform.

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We have a portfolio of internet domain names, including our primary domains www.iheart.com and www.iheartmedia.com.

We also have licenses with various rights holders to stream sound recordings and the musical compositions embodied therein, as further described

under “-Regulation of our Business-Content, Licenses and Royalties” below.

We also have licenses with various rights holders to stream sound recordings and the musical compositions embodied therein, as further described under “-Regulation of our Business-Content, Licenses and Royalties” below.

We believe that our intellectual property has significant value and is important to our brand‑building efforts and the marketing of our products and services.

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In addition, our trade secrets may otherwise become known or be independently discovered by competitors.

Human Capital Management

Of the many strengths that iHeartMedia possesses, none is more valuable than our people.

Our business relies on our ability to attract and retain talented employees.

To attract and retain talent, we seek to provide a work environment that creates a diverse, inclusive and supportive workplace, with opportunities for our employees to grow and develop in their careers and provides meaningful work, supported by competitive compensation, benefits and health and wellness programs, and by programs that build connections between our employees and their communities.

Workforce Composition

As of February 22, 2021, we had approximately 10,200 employees.

These employees represent the diverse and complex nature of iHeartMedia with skills in programming operations, sales, engineering, podcasting, digital and beyond, as well as corporate support, such as information technology, legal, human resources, communications and finance.

Our workforce is comprised of approximately 88% full time and 12% part time employees.

Approximately 6% of our employees are subject to collective bargaining agreements.

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We believe that our relationship with our union and non-union employees is good.

Total Rewards

We operate in a highly-competitive environment and make significant investments in our people and provide competitive pay and comprehensive benefits including:

• Employer sponsored health insurance;

• Company provided life insurance;

• Paid sick, holidays and vacation;

• Spirit days so that our employees may volunteer in their community;

• 401(k) plan;

• An Employee Assistance Program, which is available to all full-time employees and their household members at no cost and provides services such as in person and telephonic counseling sessions, consultation on legal and financial matters and referrals for services such as child-care and relocation.

In response to COVID-19 we quickly took action enabling our employees, where possible, to work from home, voluntarily expanding our sick leave benefits to include additional time off for COVID-related illness, implementing flexible work policies, making resources available to parents who were homeschooling their children and offering a mid-year annual enrollment to give our employees the opportunity to elect additional coverage if they so desired.

Talent Development & Training

The Company is committed to supporting and developing its employees through global learning and development programs.

We invest in a variety of employee training and compliance programs that give our employees the tools and information they need to make better decisions, become better leaders and managers, become better communicators and to work more collaboratively as a team.

iHeartMedia employees engage in a variety of extensive training throughout the year and in 2020 our employees completed over 200,000 training courses which equated to over 100,000 hours of training.

Diversity and inclusion are key to our success.

As a company, we value diversity and respect all voices, from both inside and outside our Company.

Since our Company reaches 90% of all Americans every month, listening to, understanding and integrating input from diverse voices and views are critical to our business success.

One of our top priorities at iHeartMedia is to create an inclusive organizational culture to attract and develop a dynamic workforce that is as diverse as the audiences and communities we serve which includes and supports gender identity, race, sexual orientation, ethnicity, religion, socioeconomic background, age, disability, national origin and more.

In addition, our Board is committed to seeking director candidates who can best contribute to the future success of the Company and represent stockholder interests through the exercise of sound judgment and leveraging of the group’s diversity of skills and experience, resulting in board members with diverse backgrounds, including, among other attributes, gender, ethnicity and professional experience.

Our diversity and inclusion efforts are led by our Chief Diversity Officer, who reports directly to our Chief Executive Officer and our President.

Current key initiatives center around accountability, education, mentorship and recruitment across all leadership and skill areas.

We have instituted a Diversity, Equity and Inclusion Advisory Committee, which will bring important and timely issues around diversity and inclusion to senior management for consideration;

serve as a sounding board as Company policies and decisions about diversity and inclusion are made;

institute training and development programs on important diversity issues and help guide our efforts.

Additionally, our Chief Executive Officer, President and other senior leaders have diversity and inclusion objectives embedded in their long-term performance goals.

Workplace Safety

Employee health and safety in the workplace is of utmost importance to our Company.

We believe that all employees, regardless of our job role or title, have a shared responsibility in the promotion of health and safety in the workplace.

We collectively are committed to providing and following all safety laws and rules, including internal policies and procedures.

This means carrying out company activities in ways that preserve and promote a clean, safe and healthy environment.

The global effects associated with the COVID-19 pandemic have been unprecedented in their scope and depth.

Our commitment and focus on workplace safety allowed navigation of the pandemic to preserve business continuity without sacrificing our commitment to the safety of our workplace.

We have been and will continue to be following recommendations of the U.S.

Center for Disease Control and other applicable agencies to maximize the safety and well-being of our employees.

We have implemented comprehensive health and safety protocols to mitigate exposure risks.

With respect to job roles that can be performed remotely, we quickly implemented a Work from Home policy that enabled our employees to continue working while also keeping themselves and their loved ones safe.

For information regarding the seasonality of our business, please refer to Item 7 of Part II of this Annual Report on Form 10-K.

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Under these rules, attributable interests generally include:

(1) officers and directors of a licensee and of its direct and indirect parents;

(1) officers and directors of a licensee and of its direct and indirect parent(s);

(2) general partners and limited liability company managers;

(3) limited partners and limited liability company members, unless properly “insulated” from management activities;

(4) a 5 percent or more direct or indirect voting stock interest in a corporate licensee or parent, except that, for a narrowly defined class of passive investors (, the attribution threshold is 20 percent voting;

(4) a 5 percent or more direct or indirect voting stock interest in a corporate licensee or parent (except that, for a narrowly defined class of passive investors, a 20 percent voting threshold applies);

and (5) combined equity and debt interests in excess of 33 percent of a licensee’s total asset value, if certain other conditions are met (the “EDP Rule”).

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To apply these ownership tiers, the FCC relies on Nielsen Metro Survey Areas, where they exist, and a signal contour‑overlap methodology where they do not exist.

Newspaper‑Broadcast Cross‑Ownership Rule .

FCC rules currently prohibit an individual or entity from having an attributable interest in either a radio or television station and a daily newspaper located in the same market, subject to certain exceptions and with waivers available in particular cases.

Radio‑Television Cross‑Ownership Rule .

FCC rules currently limit the common ownership of television stations and same‑market radio stations.

In general, an individual or entity may hold attributable interests in one television station and up to seven same-market radio stations (or two television stations and up to six same-market radio stations), depending on the number of independently owned radio, television and other specified media “voices” in the market.

• Cross-Ownership Rules .

The newspaper/broadcast cross-ownership rule prohibits an individual or entity from having an attributable interest in either a radio or television station and a daily newspaper located in the same market, subject to certain exceptions and with waivers available in particular cases.

The radio/television cross-ownership rule limits an individual or entity to having an attributable interest in only one or two television stations and varying number of radio stations within a single market.

The Communications Act requires the FCC to periodically review its media ownership rules, and those reviews have been and continue to be the subject of litigation and follow-on regulatory proceedings.

Most recently, the United States Court of Appeals for the Third Circuit issued a decision that resulted in reinstatement of the radio-television and newspaper-broadcast cross-ownership rules, which the FCC had previously eliminated.

In November 2019, the United States Court of Appeals for the Third Circuit issued a decision that resulted in reinstatement of the cross-ownership rules, which the FCC had previously eliminated.

There may be future litigation regarding this decision.

The Supreme Court of the United States granted petitions for certiorari seeking review of the Third Circuit decision and heard argument on January 19, 2021.

The case remains pending.

In December 2018, the FCC commenced its 2018 quadrennial review of its media ownership regulations.

Among other things, the FCC is seeking comment on all aspects of the local radio ownership rule’s implementation and whether the current version of the rule remains necessary in the public interest.

Among other things, the FCC is seeking comment on all aspects of the local radio ownership rule including whether the current version of the rule remains necessary in the public interest.

We cannot predict the outcome of the FCC’s media ownership proceedings or their effects on our business in the future.

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Federal Trade Commission (“FTC”) have the authority to determine that a particular transaction presents antitrust concerns.

In particular, where the proposed purchaser already owns one or more radio stations in a particular market and seeks to acquire radio stations in that market, the DOJ has, in some cases, obtained consent decrees requiring radio station divestitures.

Business – Antitrust and Market Concentration Considerations.”

Alien Ownership Restrictions

The Communications Act and FCC regulations prohibit foreign entities or individuals from indirectly (i.e., through a parent company) owning or voting more than 25 percent of a licensee’s equity, unless the FCC determines that greater indirect foreign

ownership is in the public interest.

The FCC generally will not make such a determination absent favorable executive branch review, and has not historically taken into account warrants and other future interests in determining foreign ownership compliance.

To the extent that our aggregate foreign ownership or voting percentages would exceed 25 percent, any foreign holder or “group” of holders, defined pursuant to FCC regulations, of our common stock whose ownership or voting percentage would exceed 5 percent or 10 percent (with the applicable percentage determined pursuant to FCC rules) must also obtain the FCC’s “specific approval.”

On July 25, 2019, we filed a Petition for Declaratory Ruling (“PDR”) requesting FCC consent to exceed the 25 percent foreign ownership and voting benchmarks that currently apply to us, on which the FCC has requested public comment.

We cannot predict whether the FCC will issue a ruling granting the PDR, the amount of foreign equity and voting rights any such a ruling will allow us to have, or how long it will take to obtain such a ruling.

Legal Proceedings- Alien Ownership Restrictions and FCC Petition for Declaratory Ruling.”

The Communications Act and FCC regulations prohibit foreign entities or individuals from indirectly (i.e., through a parent company) owning or voting more than 25 percent of the equity in a corporation controlling the licensee of a radio broadcast station, unless the FCC determines that greater indirect foreign ownership is in the public interest.

The FCC generally will not make such a determination absent favorable executive branch review.

To the extent that our aggregate foreign ownership or voting percentages exceeds 25 percent, any foreign holder or “group” of holders, defined pursuant to FCC regulations, of our common stock whose ownership or voting percentage would exceed 5 percent or 10 percent (with the applicable percentage determined pursuant to FCC rules) must also obtain the FCC’s “specific approval.”

On November 5, 2020, the FCC issued a declaratory ruling (“Declaratory Ruling”) authorizing us to have aggregate foreign ownership and voting percentages of up to 100 percent and specifically approving certain of our stockholders that are deemed to be foreign under FCC rules, subject to certain conditions.

Among those conditions is a requirement that we comply with a Letter of Agreement (“LOA”) with the DOJ.

The Declaratory Ruling also requires us to take our Special Warrants into account in determining our foreign ownership compliance.

On February 5, 2021, Honeycomb Investments Limited, a company organized under the laws of the Bahamas, and certain related foreign persons (collectively “Honeycomb”) filed a Schedule 13D with the Securities and Exchange Commission (“SEC”) reporting ownership of more than 5% of our voting stock and equity.

Honeycomb acquired its interest without our knowledge or control, and we are fulfilling our obligations under the Declaratory Ruling and the FCC rules with respect to Honeycomb’s interest.

Legal Proceedings- Alien Ownership Restrictions and FCC Declaratory Ruling.”

Programming and Content Regulation

The Communications Act requires broadcasters to serve the “public interest.” A licensee must present programming that is responsive to issues in the station’s community of license and maintain records demonstrating this responsiveness.

The Communications Act requires broadcasters to serve the “public interest.” A licensee must present programming that responds to issues in the station’s community of license and maintain records demonstrating this responsiveness.

Federal law also regulates the broadcast of obscene, indecent or profane material.

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In June 2012, the U.S.

Supreme Court ruled on the appeals of several FCC indecency enforcement actions, but declined to rule on the constitutionality of the FCC’s indecency policies.

Supreme Court ruled on appeals of several FCC indecency actions, but declined to rule on the constitutionality of the FCC’s indecency policies.

The FCC has since solicited public comment on those policies in a proceeding which remains pending.

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We have obtained public performance licenses from, and pay license fees to, the four major PROs in the U.S., which are the American Society of Composers, Authors and Publishers (“ASCAP”), Broadcast Music, Inc.

(“BMI”), SESAC Performing Rights Organization (“SESAC”) and Global Music Rights LLC (“GMR”).

(“BMI”), SESAC LLC ("SESAC") and Global Music Rights LLC (“GMR”).

There is no guarantee that additional PROs will not emerge, which could impact, and in some circumstances increase, our royalty rates and negotiation costs.

The DOJ Antitrust Division is in the process of reviewing the consent decrees governing ASCAP and BMI to determine whether modification or sunset of those decrees is warranted.

Material modification or sunset of the ASCAP and BMI decrees may increase our negotiation and licensing costs.

To secure the rights to stream music content over the Internet, we also must obtain performance rights licenses and pay public performance royalties to copyright owners of sound recordings (typically, performing artists and record companies).

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There is no guarantee that the licenses and associated royalty rates that currently are available to us will be available to us in the future.

Congress may consider and adopt legislation that would require us to pay royalties to sound recording copyright owners for broadcasting those recordings on our terrestrial radio stations.

In addition, the CRB has issued a final determination establishing copyright royalty rates for the public performance and ephemeral reproduction of sound recordings by various non‑interactive webcasters, including radio broadcasters that simulcast their terrestrial programming online, to apply to the period January 1, 2016‑December 31, 2020 under the so‑called webcasting statutory license.

A proceeding to establish the rates for 2021‑2025 began in 2019.

In addition, congress may consider and adopt legislation that would require us to pay royalties to sound recording copyright owners for broadcasting those recordings on our terrestrial radio stations.

The CRB has issued a final determination establishing copyright royalty rates for the public performance and ephemeral reproduction of sound recordings by various non‑interactive webcasters, including radio broadcasters that simulcast their terrestrial programming online, to apply to the period January 1, 2016‑December 31, 2020 under the so‑called webcasting statutory license.

A proceeding to establish the rates for 2021‑2025 began in 2019, with a final, retroactively applicable determination expected on or before April 15, 2021.

Increased royalty rates could significantly increase our expenses, which could adversely affect our business.

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Antitrust and Market Concentration Considerations

Pending and potential future acquisitions, to the extent they meet specified size thresholds, will be subject to applicable waiting periods and possible review under the Hart‑Scott‑Rodino Act (the “HSR Act”) by the DOJ or the FTC, either of which can be required to, or can otherwise decide to, evaluate a transaction to determine whether that transaction should be challenged under the federal antitrust laws.

Transactions generally are subject to the HSR Act if the acquisition price or fair market value of the stations to be acquired is $90 million or more (such threshold effective April 3, 2019).

Acquisitions that are not required to be reported under the HSR Act may still be investigated by the DOJ or the FTC under the antitrust laws before or after consummation.

At any time before or after the consummation of a proposed acquisition, the DOJ or the FTC could take such action under the antitrust laws as it deems necessary, including seeking to enjoin the acquisition or seeking divestiture of the business acquired or certain of our other assets.

The DOJ has reviewed numerous potential radio station acquisitions where an operator proposed to acquire additional stations in its existing markets or multiple stations in new markets, and has challenged a number of such transactions.

Some of these challenges have resulted in consent decrees requiring the sale of certain stations, the termination of LMAs or other relief.

In general, the DOJ has more closely scrutinized radio mergers and acquisitions resulting in local market shares in excess of 35 percent of local radio advertising revenues, depending on format, signal strength and other factors.

There is no precise numerical rule, however, and certain transactions resulting in more than 35 percent revenue shares have not been challenged, while certain other transactions may be challenged based on other criteria such as audience shares in one or more

demographic groups as well as the percentage of revenue share.

We estimate that we have more than a 35% share of radio advertising revenues in many of our markets.

There can be no assurance that future acquisitions will not be the subject of an investigation or enforcement action by the DOJ or the FTC.

Similarly, there can be no assurance that the DOJ, the FTC or the FCC will not prohibit such acquisitions, require that they be restructured, or in appropriate cases, require that we divest stations we already own in a particular market or divest specific lines of business.

In addition, private parties may under certain circumstances bring legal action to challenge an acquisition under the antitrust laws.

As part of its review of certain radio station acquisitions, the DOJ has stated publicly that it believes that commencement of operations under LMAs, JSAs and other similar agreements customarily entered into in connection with radio station sale transactions prior to the expiration of the waiting period under the HSR Act could violate the HSR Act.

In connection with acquisitions subject to the waiting period under the HSR Act, we will not commence operation of any affected station to be acquired under an LMA, a JSA, or similar agreement until the waiting period has expired or been terminated.

No assurances can be provided that actual, threatened or possible future DOJ or FTC action in connection with potential transactions would not have a material adverse effect on our ability to enter into or consummate various transactions, or operate any acquired stations at any time in the future.

Beyond compliance with FCC rules governing media ownership, our acquisition of additional radio stations or other businesses could receive scrutiny or challenge under the federal antitrust laws.

Transactions that meet specified size thresholds

are subject to applicable waiting periods and possible review under the Hart‑Scott‑Rodino Act (the “HSR Act”) by the DOJ or the FTC Whether or not an acquisition is required to be reported under the HSR Act, the antitrust authorities may investigate the transaction and may take such action under the antitrust laws as they deem necessary, including seeking to enjoin the acquisition or requiring divestiture of the acquired assets or certain of our other assets.

Any future iHeart acquisition could be the subject of review and/or remedial action by antitrust authorities, particularly if it involves businesses or markets in which we already hold a significant market share.

Privacy and Data Protection

Privacy and data protection legislation and regulation play a significant role in our business.

We obtain information from users of our technology platforms, including, without limitation, our websites, web pages, interactive features, applications, social media pages, and mobile application (“Platforms”), in accordance with the privacy policies and terms of use posted on the applicable Platform.

We collect personally identifiable information directly from Platform users in several ways, including when a user purchases our products or services, registers to use our services, fills out a listener profile, posts comments, uses our social networking features, participates in polls and contests and signs up to receive email newsletters.

We obtain information from users of our technology platforms, including, without limitation, our websites, web pages, interactive features, digital survey panels, applications, social media pages, and mobile application (“Platforms”), in accordance with the privacy policies and terms of use posted on the applicable Platform.

We collect personally identifiable information directly from Platform users in several ways, including when a user uses or purchases our products or services, registers to use our services, fills out a listener profile, posts comments, uses our social networking features, participates in polls and contests and signs up to receive email newsletters.

We also may obtain information about our listeners from other listeners and third parties.

Outside our consumer-facing businesses, we collect personally identifiable information from our employees and our business partners.

We use and share this information for a variety of business purposes including for analytics, attribution and to manage and execute digital advertising campaigns in a variety of ways, including delivering advertisements to Internet users based on their geographic locations, the type of device they are using, their interests as inferred from their web browsing or app usage activity.

Outside our radio business, we collect personally identifiable information from our employees, from our business partners and from consumers who interact with our digital panels, including the use of behavioral analysis software.

In addition, we obtain anonymous and aggregated audience behavior information from third‑party data providers who represent to us that they are compliant with applicable laws.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business