What changed in this filing

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Item 9A. Controls and Procedures

2021-02-25 compared with 2020-02-27 · 87 added, 61 removed, 199 unchanged (43% of the section changed)

24 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2019 consolidated financial statements of the Company and our report dated February 27, 2020 expressed an unqualified opinion thereon that included an explanatory paragraph regarding the Company’s ability to continue as a going concern.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2020 consolidated financial statements of the Company and our report dated February 25, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

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We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations on Internal Control over Financial Reporting

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

8 unchanged sentences

Other Information

On February 23, 2021, our Board of Directors amended and restated the Company’s second amended and restated bylaws (as amended and restated, the “Amended and Restated Bylaws”) to insert a new “Section 9.15.

Forum Selection”.

Section 9.15 of the Amended and Restated Bylaws provides that (i) unless the Company consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, and (ii) any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Company shall be deemed to have notice of and consented to the provisions of Section 9.15 of the Amended and Restated Bylaws.

In addition to the exclusive forum clause described above, the Amended and Restated Bylaws contain the following changes, including:

• Permitting the Company to provide notice to stockholders via a form of electronic transmission (as defined in the Amended and Restated Bylaws) in compliance with applicable law.

• Adding the Chief Executive Officer as one of the individuals permitted to call a special meeting of the Board, in addition to the Chairman of the Board, President or Secretary, who may already call a special meeting of the Board.

• Revising the provisions governing amendments to the bylaws by the Board and the Company’s stockholders to be consistent with the Company’s amended and restated certificate of incorporation, which is controlling.

• Non-substantive clean-up changes to provisions relating to the treatment of a proposed nomination of a director if the election of such proposed nominee would result in a FCC Regulatory Limitation (as defined in the Company’s amended and restated certificate of incorporation).

The Amended and Restated Bylaws, along with a copy marked to show the changes from the second amended and restated bylaws, are filed herewith as Exhibits 3.2 and 3.3, respectively.

The above description of the changes contained in the Amended and Restated Bylaws is qualified by reference to the full text of the Amended and Restated Bylaws, which are incorporated herein by reference.

Directors, Executive Officers and Corporate Governance

7 unchanged sentences

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Plan Category

Number of Securities to be issued upon exercise of outstanding options, warrants and rights (Column A)

Weighted-Average exercise price of outstanding options, warrants and rights (1)

Plan Category Number of Securities to be issued upon exercise of outstanding options, warrants and rights (Column A) Weighted-Average exercise price of outstanding options, warrants and rights (1)

Number of Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column A)

Equity Compensation Plans approved by security holders (2)

8,293,503 (3)

Equity Compensation Plans not approved by security holders 10,829,057 (3)

$ 16.02 2,413,013

Total 10,829,057 $ 16.02 2,413,013

(1) The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect the shares that will be issued upon the vesting of outstanding awards of restricted stock, which have no exercise price.

Represents the 2019 Incentive Equity Plan.

(2) Represents the Equity Plan.

(3) This number includes shares subject to outstanding awards granted, of which 7,695,010 shares are subject to outstanding options and 3,134,047 shares are subject to outstanding RSUs.

2 unchanged sentences

The information required by this item is incorporated by reference to the sections captioned “Corporate Governance” and “Certain Relationships and Related Person Transactions” in our Definitive Proxy Statement, which we expect to file with the SEC within 120 days after our fiscal year end.

Principal Accounting Fees and Services

Principal Accountant Fees and Services

The information required by this item is incorporated by reference to the section captioned “Principal Accountant Fees and Services” and “Pre-Approval Policies and Procedures” in our Definitive Proxy Statement, which we expect to file with the SEC within 120 days after our fiscal year end.

14 unchanged sentences

(In thousands)

Balance at Beginning of Period

Charges to Costs, Expenses and Other

Write-off of Accounts Receivable

Impact of Fresh Start Accounting

Description Balance at Beginning of Period Charges to Costs, Expenses and Other Write-off of Accounts Receivable Impact of Fresh Start Accounting Other (1)

Balance at End of Period

Year ended December 31, 2018 (Predecessor) $ 25,963 $ 21,042 $ 20,409 $ — $ ( 12 ) $ 26,584

Year ended December 31, 2018 (Predecessor)

Period from January 1, 2019 through May 1, 2019 (Predecessor) $ 26,584 $ 4,728 $ 8,622 $ ( 22,689 ) $ ( 1 ) $ —

Period from May 2, 2019 through December 31, 2019 (Successor) $ — $ 12,628 $ — $ — $ 1 $ 12,629

Year ended December 31, 2020 (Successor) $ 12,629 $ 38,273 $ 12,738 $ — $ 613 $ 38,777

(1) Primarily foreign currency adjustments and acquisition and/or divestiture activity.

1 unchanged sentence

(In thousands)

Balance at Beginning of Period

Charges to Costs, Expenses and Other

Impact of Fresh Start Accounting

Adjustments (3)

Description Balance at Beginning of Period Charges to Costs, Expenses and Other (1)

Impact of Fresh Start Accounting Adjustments (3)

Balance at End of Period

Year ended December 31, 2018 (Predecessor) $ 678,118 $ 11,277 $ — — $ 4,146 $ 693,541

Year ended December 31, 2018 (Predecessor)

Period from January 1, 2019 through May 1, 2019 (Predecessor) $ 693,541 $ 714,520 $ ( 316,374 ) ( 343,662 ) $ ( 28,539 ) $ 719,486

Period from May 2, 2019 through December 31, 2019 (Successor) $ 719,486 $ 1,870 $ ( 734 ) $ — $ — $ 720,622

During 2017 and 2018 , the Predecessor Company recorded a valuation allowance of $160.6 million and $11.3 million , respectively, on a portion of its deferred tax assets attributable to federal and state net operating loss carryforwards due to the uncertainty of the ability to utilize those losses in future periods.

Year ended December 31, 2020 (Successor) $ 720,622 $ 3,047 $ ( 444 ) $ — $ 1,094,866 $ 1,818,091

(1) During 2020, the period from May 2 through December 31, 2019, and 2018 the Company recorded a valuation allowance of $ 3.0 million, $ 1.9 million and $ 11.3 million, respectively, on a portion of its deferred tax assets attributable to federal and state net operating loss carryforwards and Sec.

163(j) disallowed interest carryforwards due to the uncertainty of the ability to utilize those assets in future periods.

During the period from January 1 through May 1, 2019, the Predecessor Company recorded a valuation allowance of $ 714.5 million on the federal and state capital losses and separate state net operating losses generated in connection with the restructuring transactions.

(2) During the period from January 1 through May 1, 2019, the Predecessor Company reversed certain valuation allowances as a result of the restructuring transaction which resulted in reduction of federal and state net operating losses due to the cancellation of debt income realized.

During 2017, the Predecessor Company adjusted the carrying value of its U.S.

federal deferred tax balance due to the U.S.

federal tax reform bill that was enacted in 2017.

The tax bill reduced the U.S.

federal corporate tax rate to 21% and resulted in a reduction to the valuation allowance balance of $336.3 million during the period.

During the period from

January 1 through May 1, 2019, the Predecessor Company adopted the new lease standard which resulted in a reduction in deferred tax assets and the release of $28.5 million in valuation allowance.

(3) During 2020, the Successor Company adjusted the carrying amount of its federal and state capital loss carryfowards due to the filing of its 2019 income tax returns during the quarter ending December 31, 2020.

As a result of the increase in the capital loss carryforwards shown on the final tax filings, the Company increased the valuation allowances by $ 1.1 billion to fully offset those assets as they are not expected to be utilized in future periods.

the period from January 1 through May 1, 2019, the Predecessor Company adopted the new lease standard which resulted in a reduction in deferred tax assets and the release of $ 28.5 million in valuation allowance.

Number Description

2.1 Modified Fifth Amended Joint Chapter 11 Plan of Reorganization of iHeartMedia, Inc.

2 unchanged sentences

(incorporated by reference to Exhibit 3.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 2, 2019).

Second Amended and Restated Bylaws of iHeartMedia, Inc.

(incorporated by reference to Exhibit 3.2 of iHeartMedia Inc.’s Current Report on Form 8-K filed on May 2, 2019).

3.2* Third Amended and Restated Bylaws of iHeartMedia, Inc., dated February 23, 2021.

3.3* Third Amended and Restated Bylaws of iHeartMedia, Inc., dated February 23, 2021, marked to show amendments.

3.4 Certificate of Designation of Series A Perpetual Preferred Stock of iHeart Operations filed with the office of the Secretary of State of the State of Delaware on April 30, 2019 and effective as of May 1, 2019 (incorporated by reference to Exhibit 10.10 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 2, 2019).

3.5 Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Form 8-K filed by iHeartMedia, Inc.

on May 8, 2020).

3.6 Certificate of Designation, Preferences and Rights of Series B Junior Participating Preferred Stock (Incorporated by reference to Exhibit 3.2 to the Form 8-K filed by iHeartMedia, Inc.

on May 8, 2020).

4.1 Indenture, dated as of May 1, 2019, by and among iHeartCommunications, Inc., iHeartMedia Capital I, LLC, as guarantor, the subsidiary guarantors party thereto, and U.S.

8 unchanged sentences

Bank National Association as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to iHeartMedia, Inc.'s Current Report on Form 8-K filed on August 8, 2019).

Form of 5.25% Senior Secured Notes due 2027 Senior Secured Notes due 2027 (incorporated by reference to Exhibit A to Exhibit 4.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on August 8, 2019).

4.7 Form of 5.25% Senior Secured Notes due 2027 (incorporated by reference to Exhibit A to Exhibit 4.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on August 8, 2019).

4.8 Indenture, dated as of November 22, 2019, by and among iHeartCommunications, Inc., the guarantors party thereto and U.S.

4 unchanged sentences

and Computershare Inc., governing the conversion of shares of Class B common stock for shares of Class A common stock (incorporated by reference to Exhibit 4.9 to iHeartMedia, Inc.’s Current Report on Form S-1/A filed on May 10, 2019).

Description of Capital Stock.

4.11* Description of Securities.

4.12 Rights Agreement, dated as of May 6, 2020, between iHeartMedia, Inc.

and Computershare Trust Company, N.A., as Rights Agent (Incorporated by reference to Exhibit 4.1 to the Form 8-K filed by iHeartMedia, Inc.

on May 8, 2020).

10.1 Settlement and Separation Agreement, dated as of March 27, 2019, between iHeartMedia, Inc., iHeartCommunications, Inc., Clear Channel Holdings, Inc.

4 unchanged sentences

(incorporated by reference to Exhibit 10.2 of iHeartMedia, Inc.’s Quarterly Report on Form 10-Q filed on April 25, 2019).

Transition Services Agreement, dated as of May 1, 2019, by and among iHeartMedia, Inc., iHeartMedia Management Services, Inc., iHeartCommunications, Inc.

and Clear Channel Outdoor Holdings, Inc.

(incorporated by reference to Exhibit 10.1 to Clear Channel Outdoor Holdings, Inc.’s Current Report on Form 8-K filed on May 2, 2019).

10.3 Tax Matters Agreement, dated as of May 1, 2019, by and among iHeartMedia, Inc., iHeartCommunications, Inc., iHeart Operations, Inc., Clear Channel Holdings, Inc., Clear Channel Outdoor Holdings, Inc.

9 unchanged sentences

as existing administrative agent under that certain Credit Agreement, dated as of May 1, 2019 (incorporated by reference to Exhibit 10.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on February 3, 2020).

10.8 Amendment No.

2, dated as of July 16, 2020, by and among iHeartCommunications, Inc., iHeartMedia Capital I, LLC, certain subsidiary guarantors party thereto, Bank of America, N.A.

and the other lenders party thereto (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed by iHeartMedia, Inc.

on July 16, 2020).

10.9 First Lien Intercreditor Agreement, dated as of the Effective date, by and among Citibank, N.A., as Credit Agreement Agent, U.S.

4 unchanged sentences

(incorporated by reference to Exhibit 10.3 to Clear Channel Outdoor Holdings, Inc.’s Current Report on Form 8-K filed on May 2, 2019).

Certificate of Designation of Series A Perpetual Preferred Stock of iHeart Operations filed with the office of the Secretary of State of the State of Delaware on April 30, 2019 and effective as of May 1, 2019 (incorporated by reference to Exhibit 10.10 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 2, 2019).

10.11 Series A Investors Rights Agreement, dated as of May 1, 2019, by and among iHeart Operations, iHeartCommunications, the Company and the purchaser listed therein (incorporated by reference to Exhibit 10.11 of iHeartMedia Inc.’s Current Report on Form 8-K filed on May 2, 2019).

3 unchanged sentences

10.14§ Form of Non-Employee Director Restricted Stock Unit Award Agreement with respect to RSUs granted as part of the director’s equity compensation (incorporated by reference to Exhibit 10.4 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on June 5, 2019).

Form of Employee Restricted Stock Unit Award Agreement.

10.15§ Form of Employee Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.16 to the Form 10-K filed by iHeartMedia, Inc.

filed on February 27, 2020).

10.16§ Form of Non-Employee Director Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.4 of iHeartMedia, Inc.’s Current Report on Form 8-K/A filed on May 7, 2019).

Form of Employee Non-Qualified Stock Option Award Agreement.

10.17§ Form of Employee Non-Qualified Stock Option Award Agreement (Incorporated by reference to Exhibit 10.18 to the Form 10-K filed by iHeartMedia, Inc.

filed on February 27, 2020).

10.18§ Form of iHeartMedia, Inc.

Restricted Stock Unit Award Agreement for Performance RSUs (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by iHeartMedia, Inc.

on August 20, 2020).

10.19§ Amended and Restated Employment Agreement, dated as of January 13, 2014 between Robert Pittman and iHeartMedia, Inc.

1 unchanged sentence

Current Report on Form 8-K filed on January 13, 2014).

Amendment to Amended and Restated Employment Agreement, dated as of May 1, 2019, between iHeartMedia Inc.

10.20§ First Amendment to Amended and Restated Employment Agreement, dated as of May 1, 2019, between iHeartMedia Inc.

and Robert W.

Pittman (incorporated by reference to Exhibit 10.7 of iHeartMedia, Inc.’s Current Report on Form 8-K/A filed on May 7, 2019).

10.21§ Second Amendment to Amended and Restated Employment Agreement, by and between iHeartMedia, Inc.

and Robert Pittman, dated June 4, 2020 (incorporated by reference to Exhibit 10.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on June 5, 2020).

10.22§ Employment Agreement by and between iHeartMedia, Inc.

5 unchanged sentences

Bressler (incorporated by reference to Exhibit 10.8 of iHeartMedia, Inc.’s Current Report on Form 8-K/A filed on May 7, 2019).

10.24§ Second Amendment to Employment Agreement, by and between iHeartMedia, Inc.

and Richard Bressler, dated June 4, 2020 (incorporated by reference to Exhibit 10.2 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on June 5, 2020).

10.25§ Employment Agreement, effective September 5, 2019, between iHeartMedia, Inc.

1 unchanged sentence

McGuinness (incorporated by reference to Exhibit 10.1 to iHeartMedia’s Quarterly Report on Form 10-Q filed on November 7, 2019).

10.26§ First Amendment to Employment Agreement, effective January 1, 2021, by and between iHeartMedia, Inc.

and Michael B.

10.27§ Employment Agreement by and between iHeartMedia Management Services, Inc.

2 unchanged sentences

10.28§ Employment Agreement, effective July 11, 2016, between iHeartMedia, Inc.

McNicol (incorporated by reference to Exhibit 10.25 to the Form 10-K filed by iHeartMedia, Inc.

filed on February 27, 2020).

10.29§ First Amendment to the Employment Agreement, effective May 1, 2019, between iHeartMedia Management Services.

McNicol (incorporated by reference to Exhibit 10.26 to the Form 10-K filed by iHeartMedia, Inc.

filed on February 27, 2020).

10.30§* Second Amendment to Employment Agreement, effective January 1, 2021, by and between iHeartMedia, Inc.

10.31§ Form of Indemnification Agreement, between iHeartMedia, Inc.

9 unchanged sentences

and iHeartMedia + Entertainment, Inc.

(Incorporated by reference to Exhibit 10.30 to the Form 10-K filed by iHeartMedia, Inc.

filed on February 27, 2020)

10.35 Amendment No.

1 unchanged sentence

and iHeartMedia + Entertainment, Inc.

(Incorporated by reference to Exhibit 10.31 to the Form 10-K filed by iHeartMedia, Inc.

filed on February 27, 2020)

21* Subsidiaries.

23* Consent of Ernst & Young LLP.

Power of Attorney (included on signature page).

31.1* Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

4 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

101.INS* Inline XBRL Instance Document.

- the Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.

101.SCH* Inline XBRL Taxonomy Extension Schema Document.

101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

_________________

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February 25, 2021

Power of Attorney

Each person whose signature appears below authorizes Robert W.

Pittman, Richard J.

Bressler and Scott D.

Hamilton, or any one of them, each of whom may act without joinder of the others, to execute in the name of each such person who is then an officer or director of the Registrant and to file any amendments to this Annual Report on Form 10-K necessary or advisable to enable the Registrant to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, which amendments may make such changes in such report as such attorney-in-fact may deem appropriate.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name Title Date

/s/ Robert W.

Chairman and Chief Executive Officer (Principal Executive Officer) and Director

February 27, 2020

Chairman and Chief Executive Officer (Principal Executive Officer) and Director February 25, 2021

/s/ Richard J.

President, Chief Operating Officer, Chief Financial Officer (Principal Financial Officer) and Director

February 27, 2020

Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) and Assistant Secretary

February 27, 2020

President, Chief Operating Officer, Chief Financial Officer (Principal Financial Officer) and Director February 25, 2021

Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) and Assistant Secretary February 25, 2021

Director February 25, 2021

/s/ Gary Barber

February 27, 2020

Director February 25, 2021

/s/ Brad Gerstner

Brad Gerstner

February 27, 2020

Director February 25, 2021

/s/ Sean Mahoney

February 27, 2020

Director February 25, 2021

/s/ Cheryl Mills

Director February 25, 2021

/s/ Kamakshi Sivaramakrishnan

Kamakshi Sivaramakrishnan

February 27, 2020

Director February 25, 2021

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 9A. Controls and Procedures