What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-02-23 compared with 2021-02-25 · 195 added, 175 removed, 249 unchanged (60% of the section changed)

3 unchanged sentences

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

• 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.

We are now the only major multi-platform audio media company, with each platform building on and extending our companionship relationship with the consumer.

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.

The platforms we lead in are:

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

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

We believe we are the only major multi-platform audio media company, and each platform is complementary to the others, building on and extending our companionship relationship with the consumer.

Our product strategy is to be where our listeners are with the products and services they expect from us regardless of where they are and what platforms they're using.

Our radio stations, podcasts and other content can be heard across a broad range of audio platforms, including our AM/FM broadcast radio stations;

HD digital radio stations;

satellite radio;

on the Internet at iHeartRadio.com and our radio stations’ websites;

and through our iHeartRadio mobile application on 250+ platforms and thousands of devices, including enhanced automotive dashes, on tablets, wearables and smartphones, on gaming consoles, via in-home entertainment (including smart televisions) and voice-controlled smart speaker devices.

All of this is supported by the largest audio sales force in the United States, executing on the strategy of any seller, anywhere being able to sell anything, supported by our unique technology.

• Broadcast radio :

1 unchanged sentence

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 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.

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 our subsidiary Triton.

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

We are the podcast industry leader and have the largest growth across all podcast publishers in both global downloads and US audience, which increased 61% and 19%, respectively during 2021.

We are the only company able to provide a complete ad tech solution for all forms of audio:

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

For our advertising customers, the combination of these services creates a one-of-a-kind cross-platform advertising solution that spans all of audio with data targeting and attribution measurement solutions.

• 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 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.

Our personalities, stations and brands have a social footprint that includes 244 million fans and followers as measured by Shareablee, which is ten times the size of the next largest commercial broadcast audio media company.

This social footprint was at the heart of delivering 15 billion social media impressions for our 2021 iHeartRadio Music Festival.

We have live and virtual events including eight major nationally-recognized tentpole events.

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".

Using that umbrella has allowed us to build our other platforms as well as extend into third-party platforms like Snapchat, YouTube and cable and broadcast television.

Our business model has been to build strong consumer relationships at scale and monetize them by renting those relationships to unaffiliated third parties.

We are transforming our sales process to be more competitive with the major digital players that have brought data, targeting and technology into the media buying process.

Additionally, we have built out a strong marketing sales function to support the marketing needs of advertisers and agencies in addition to the more traditional media buying transactional relationships.

The unification of our many brands across these diverse product offerings under the "iHeartRadio" masterbrand has allowed us to build out new platforms as well as extend into third-party platforms like Snapchat, Roblox,YouTube and cable and broadcast television.

Our superior local, national, and online sales force combined with our leading digital, events, content, and representation business position us to cover a wide range of advertiser categories, including consumer services, retailers,

entertainment, health and beauty products, telecommunications, automotive, media and political.

Our contracts with our advertisers range from less than one-year to multi-year terms.

iHeartMedia, Inc.

5 unchanged sentences

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

Our Business Segments

As part of the Separation and Reorganization, we re-evaluated our segment reporting and have determined that our current business segments are:

• 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, RCS.

Audio Segment

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, 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 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.

Beginning on January 1, 2021, we began reporting our financial statements based on three reportable segments:

• Multiplatform Group , which includes the Company's Broadcast radio, Networks, Sponsorships and Events businesses;

• Digital Audio Group , which includes all of the Company's Digital businesses including podcasting, the iHeartRadio digital service, its digital advertising technology companies, its digital websites, newsletters and digital services and programs;

and its audio industry-leading social media footprint;

• Audio & Media Services Group , which provides other audio and media services, including the Company's media representation business, Katz Media Group (“Katz Media”), and RCS Sound Software ("RCS"), a provider of scheduling and broadcast software to the industry at large.

Multiplatform Group

The Multiplatform Group includes our Markets Group, which includes our 860+ broadcast radio stations in 160 markets;

our Events business, which includes both live and virtual events;

our SmartAudio suite of data targeting and attribution products;

Premiere Networks, which includes the Premiere Networks syndication business and Total Traffic and Weather Network;

Black Information Network and our National Sales Organization.

The Multiplatform Group segment revenue was $2,489.0 million in 2021, $2,206.9 million in 2020 and $3,078.3 million in 2019.

According to Nielsen, for the full year of 2021, we have the most number one ranked station groups across the top 160 markets, and across the largest 50 markets, with 74 and 28 number one ranked station groups 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.

We generate advertising revenue through three primary channels.

The first is a transactional media relationship with national agencies where the Company is selling defined advertising units and impressions, primarily of inventory on our broadcast radio stations.

The second is through a direct marketing relationship with both local and national clients and agencies where we use our diverse portfolio of assets to help develop a specific marketing solution tailored to the defined needs of the advertising partner.

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, 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.

Our advertisers cover a wide range of categories, including consumer services, retailers, entertainment, health and beauty products, telecommunications, automotive, media and political.

Our national scale and extensive local footprint allow us to offer marketing solutions at national, regional and local levels, or any combination thereof.

Our local sales force services approximately 160 U.S.

markets, including 48 of the top 50 markets, and 86 of the top 100 markets.

Our advertisers cover a wide range of categories, including financial services, automotive, health care, telecommunications, insurance, education, food and beverage, entertainment and political.

As a result of the diversification of our product offerings, as well our geography, no single advertising category makes up more than approximately 5% of our total advertising revenue.

Our contracts with our advertisers range from less than one-year to multi-year terms.

Our Audio segment has the following businesses and revenue streams:

Our Multiplatform Group segment has the following businesses and revenue streams:

Broadcast Radio :

Our primary source of revenue is derived from selling local and national advertising time on our domestic radio stations, generating local and national broadcast revenue of $1,604.9 million in 2020, $2,233.2 million in 2019 and $2,264.1 million in 2018.

Our primary source of revenue is derived from selling advertising time on our domestic broadcast radio stations, generating revenue of $1,812.3 million in 2021, $1,604.9 million in 2020 and $2,233.2 million in 2019.

Advertising rates are principally based on the length of the spot and how many people in a targeted audience listen to our stations, as measured by independent ratings services.

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) through our SmartAudio platform, which includes:

iHeartMedia is the only audio media company that offers a comprehensive suite of tech-enabled

advertising solutions, providing advanced attribution and analytics capabilities 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;

1 unchanged sentence

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

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.

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

Radio Stations

6 unchanged sentences

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

Nielsen Number

Market Stations (2)

Nielsen Market Rank (1)

Market Number of Stations

1 New York, NY 7

7 unchanged sentences

10 Boston, MA 8

Lauderdale-Hollywood, FL 8

11 Seattle-Tacoma, WA 8

13 Phoenix, AZ 8

Lauderdale-Hollywood, FL 8

13 Detroit, MI 6

14 Phoenix, AZ 8

15 Minneapolis-St.

3 unchanged sentences

20 Nassau-Suffolk, NY 1

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

22 Portland, OR 7

21 Baltimore, MD 4

22 Portland, OR 7

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

25 San Antonio, TX 7

1 unchanged sentence

Fall 2021 NielsenAudio Radio Market Rankings.

(2) Excludes stations held in trust for sale.

(2) Our station in the Nassau-Suffolk, NY market is also represented in the New York, NY Nielsen market.

Thus, the actual number of stations in the top 25 markets is 157.

Our Company’s reach now extends across more than 250 platforms, and 2,000 different connected devices.

We generated digital revenue of $474.4 million in 2020, $376.2 million in 2019 and $284.6 million in 2018, comprised of streaming, subscription, display advertisements, podcasting and other content that is disseminated over digital platforms.

Our leading streaming product, iHeartRadio, is a free downloadable mobile app and web‑based service that allows users to listen to their favorite radio stations, as well as digital‑only stations, custom artist stations, and podcasts.

Monetization on the free streaming application occurs through national and local advertising.

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

• 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 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.

We generate broadcast advertising revenue from selling local and national advertising on our programs featuring top personalities, and also generate revenue through the syndication of our programming to other media companies.

We generate broadcast advertising revenue from selling advertising on our programs featuring top personalities, and also generate revenue through the syndication of our programming to other media companies.

Premiere Networks and Total Traffic & Weather generated revenue of $503.1 million in 2021, $485.0 million in 2020 and $614.7 million in 2019.

• 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.

• Premiere Networks is a national radio network that produces, distributes or represents approximately 120 syndicated radio programs and services for more than 6,400 radio station affiliates.

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

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.

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

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

• Total Traffic & Weather Network delivers real-time local traffic flow and incident information along with weather updates, sports and news to more than 2,100 radio stations and approximately 170 television affiliates, as well as through Internet and mobile partnerships, reaching over 190 million consumers each month.

• Total Traffic & Weather Network delivers real-time local traffic flow and incident information along with weather updates, sports and news to approximately 2,100 radio stations and approximately 170 television affiliates, as well as through Internet and mobile partnerships, reaching over 200 million consumers each month.

Total Traffic & Weather Network services more than 230 markets in the U.S.

1 unchanged sentence

Sponsorship & Events :

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.

These services generated revenue of $9.4 million in 2020, $20.8 million in 2019 and $22.2 million in 2018.

Audio & Media Services Segment:

We also provide services to broadcast industry participants through our Katz Media and RCS businesses, which accounted for $274.7 million of revenue in 2020, $236.7 million of revenue in 2019 and $264.1 million of revenue in 2018.

• Katz Media Group is a leading media representation firm in the U.S.

Katz Media represents more than 3,400 non-iHeartMedia radio stations and over 800 television stations and their respective digital platforms.

Katz generates revenue via commissions on media sold.

• RCS is a leading provider of broadcast and webcast software.

Our software (radio station automation, music scheduling, HD2 solutions, newsroom software, audio logging and archiving, single station automation and contest tracking software) and technology (real-time audio recognition technology) is used by more than 9,000 radio stations, television music channels, cable companies, satellite music networks and Internet stations worldwide.

Ultimately, our superior local, national, and online sales force combined with our leading digital, events, content, and representation business position us to cover a wide range of advertiser categories, including consumer services, retailers, entertainment, health and beauty products, telecommunications, automotive, media and political.

Our contracts with our advertisers range from less than one-year to multi-year terms.

We held live, in-person and virtual events, including eight major nationally-recognized tent pole events in 2021.

Our eight major tentpole events include:

the iHeartRadio Music Festival;

the iHeartRadio Music Awards;

iHeartRadio Wango Tango;

the iHeartRadio Jingle Ball Tour;

the iHeartCountry Festival;

iHeartRadio ALTer Ego;

the iHeartRadio Podcast Awards and iHeartRadio Fiesta Latina.

In 2021, our live and virtual local and national tentpole events, including endorsement and appearance fees generated by on-air talent, resulted in $160.3 million in 2021, $107.7 million in 2020 and $209.5 million in 2019 of revenue from sponsorship, endorsement and other advertising revenue, as well as ticket sales and licensing.

Since the start of the COVID-19 pandemic, we have identified opportunities to continue to engage with audiences through virtual events and we expect to continue to look for opportunities to continue to supplement our live local and national tentpole events with virtual events on a go-forward basis, which provide additional opportunities to engage with consumers and advertisers.

Digital Audio Group

Our Digital Audio Group segment includes our fast-growing podcasting business - iHeartMedia is the number one podcast publisher in America - as well as its industry-leading iHeartRadio digital service, available across more than 250 platforms and 2,000 devices;

our digital sites, newsletters, digital services and programs;

its audio technology companies and ad tech platforms, including Unified, Voxnest, Triton Digital, and Omny Studios;

and its audio industry-leading social media footprint.

Our Digital Audio segment revenue was $834.5 million in 2021, $474.4 million in 2020 and $376.2 million in 2019.

• Podcasting :

Our multi-platform strategy, and the flywheel benefits it accrues, has enabled us to extend our leadership in the rapidly growing podcasting sector.

Overall podcasting industry revenue is expected to exceed $1.7 billion by 2022, according to eMarketer, from an estimated $1.3 billion in 2021.

Podcasts continue to expand the audio landscape, and the number of users increased 12% in 2021 to 116 million in the U.S., with 41% of the U.S.

population aged 12 and above having listened to a podcast in the last month (compared to 9% in 2008), according to Edison in March 2021.

iHeartMedia is the number one podcast publisher, as measured by Podtrac with 392 million global monthly downloads and streams and 32 million U.S.

unique monthly users, in December 2021 and has the most shows featured in the Top 10 across all categories including Stuff You Should Know, The Breakfast Club, The Herd with Colin Cowherd, and many more.

We also have the first podcast to pass 1 billion downloads with Stuff You Should Know.

In December 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.

Podcasting generated revenue of $252.6 million in 2021, $101.7 million in 2020 and $53.3 million in 2019.

• Digital excluding Podcast :

Our reach extends across more than 250 platforms and thousands of different connected devices.

Our digital business is comprised of streaming, subscription, display advertisements, and other content that is disseminated over digital platforms, as well as social media, a capability enabled by the purchase of Unified.

Our leading streaming product, iHeartRadio, is a free downloadable mobile app and web‑based service that allows users to

listen to their favorite radio stations, as well as digital‑only stations, custom artist stations, and podcasts.

Monetization on the free streaming application occurs through national and local advertising.

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

In April 2021, we acquired Triton Digital, the global technology and services leader to the digital audio and podcast industry, giving us the only unified ad tech stack for all forms of audio media.

Digital excluding podcast generated revenue of $581.9 million in 2021, $372.7 million in 2020 and $322.9 in 2019.

Audio & Media Services Group:

We also provide services to broadcast industry participants through our Katz Media and RCS businesses, which accounted for revenues of $248.0 million in 2021, $274.7 million in 2020 and $236.7 million in 2019.

• Katz Media is a leading media representation firm in the U.S.

representing more than 3,400 non-iHeartMedia radio stations and over 780 television stations and their respective digital platforms.

Katz Media generates revenue via commissions on media sold.

• RCS is a leading provider of cloud and on-premises broadcast software, media streaming and research services.

Our software (radio and television automation, music scheduling, newsroom automation, advertising sales management, disaster recovery solutions) and real-time audio recognition technology is used by more than 10,000 radio and television stations, cable channels, record labels, advertisers and agencies worldwide.

Our Growth Strategy

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.

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.

Our strategy is centered on building strong consumer relationships across our multiple platforms with national reach.

Providing this kind of at-scale companionship creates high-value advertising inventory and delivers superior returns to both.

Moreover, we believe that we can leverage our investments in technology and data-informed decision making to better monetize our assets and to capture increasing market share across the broader advertising ecosystem.

The key elements of this growth strategy are:

Continued capture of advertising spend from all mediums

We intend to take advantage of our national scale, the brand power of "iHeartRadio," and product innovation to capture additional share of the overall radio advertising pool.

We also believe our enhanced audience data and related analytics tools should drive capture of additional revenue from other advertising sectors, including digital and television, as advertisers are able to target audiences and measure the efficacy of their ad spend in a manner that mirrors the capabilities of these other mediums.

We intend to take advantage of our national scale, the brand power of "iHeartRadio," and product innovation to capture additional share of the overall audio advertising pool.

We also believe our enhanced audience data and related analytics tools should drive additional revenue from other advertising sectors, including digital and television, as advertisers are able to target audiences and measure the efficacy of their ad spend in a manner that mirrors the capabilities of these other mediums.

We believe our advertising partners value the unique reach, engagement and return potential of audio, as well as iHeartMedia's differentiated platforms and marketing expertise, positioning the Company to capitalize on this trend.

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 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.

Our SmartAudio suite of data targeting and attribution products 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.

6 unchanged sentences

markets by further growing our stake in national advertising campaigns through our multi-platform portfolio of audio assets, roster of on-air talent, and the amplifying effect of our listeners' social engagement.

As a result of our ongoing technology investments, national advertisers can now look to our audio offerings with their extensive reach, efficient pricing and digital-like analytics as powerful alternatives to other national ad mediums.

As a result of our ongoing technology investments, national advertisers can now look to our audio offerings with their extensive reach, efficient pricing

and digital-like analytics as powerful alternatives to other national ad mediums.

Broadening the scope of audio engagement

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.

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.

In the past few years we launched (i) BIN:

(ii) 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;

(iii) My Cultura, a podcast venture dedicated to elevating Latinx voices and creators and to sharing the Latinx experience with millions of listeners;

and (iv) our broad range of sports programming.

Our industry-leading audio sports assets include the largest sports podcast network in the industry, which has partnerships with the NFL and the NBA.

We also have sports podcasts led by marquee talent like Colin Cowherd and Dan Patrick as well as the iHeart Sports Network, which reaches approximately 75 million Americans according to Nielsen, our sports talk and sports betting stations and our ongoing live coverage of professional teams on select stations across the country.

In addition, the proliferation of connected TVs, voice assistants, smart auto 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 2021.

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.

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

These initiatives not only improve the listener experience, they facilitate further engagement and heightened frequency of advertising impressions.

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

4 unchanged sentences

As indication of the size of the potential opportunity, we currently have approximately 45,000 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:

We continue to enhance our monetization capabilities utilizing our industry leading Ad Tech stack, taking advantage of programmatic marketplaces, our capabilities to target cohorts, and our ability to dynamically insert advertising.

In 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 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.

In 2021, we acquired Triton Digital, a global leader in digital audio and podcast technology and measurement services and announced the Triton Audio Marketplace, an innovative global open audio exchange that allows customers to aggregate audiences at scale across broadcast, podcast, and streaming - a first of its kind offering.

These acquisitions, coupled with our leading broadcast footprint, 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

By adding other high cost per mille, the cost of every 1,000 advertisement impressions (“CPM”), platforms into our mix, as well as providing unique and differentiated solutions for advertisers, we believe that we have the potential to see a CPM uplift.

While Broadcast Radio Cost Per Mille ("CPMs" or the cost of every 1,000 advertisement impressions) have historically been lower compared to other forms of advertising, we believe that our expanding portfolio of advertising products and services, including high-value digital products, will result in a CPM uplift for us.

Although our primary focus is revenue, we also aim to maximize the value of our inventory.

4 unchanged sentences

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.

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.

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

This is especially true with respect to our expansion into virtual events, which are 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.

27 unchanged sentences

In addition to the forms of intellectual property listed above, we own rights to proprietary processes and trade secrets, including those underlying the iHeartRadio digital platform.

While we use contractual and technological means to control the use and distribution of our proprietary software, trade secrets, and other confidential information, both internally and externally, including by entering into confidentiality agreements with our employees, contractors, and partners and maintaining physical security of our premises and physical and electronic security of our information technology systems, such measures can be breached, and we may not have adequate remedies for any such breach.

contractual and technological means to control the use and distribution of our proprietary software, trade secrets, and other confidential information, both internally and externally, including by entering into confidentiality agreements with our employees, contractors, and partners and maintaining physical security of our premises and physical and electronic security of our information technology systems, such measures can be breached, and we may not have adequate remedies for any such breach.

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

12 unchanged sentences

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;

• Employer sponsored health insurance, including 100% Company-paid condition management programs;

• 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.

• Paid sick and vacation days;

• Paid parental leave for both primary and secondary caregivers;

• Mental health care and resources;

• Paid holidays, including spirit days so that our employees may volunteer in their community;

• 401(k) plan and Company-matching contribution;

• An Employee Assistance Program, which is available to 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;

• Various voluntary benefits including hospital indemnity, accident insurance, identity theft, pet health and legal insurance.

As part of our continuing response to the COVID-19 pandemic we adopted a new work environment that provides employees more flexibility, which we believe will enable greater productivity and at the same time be more responsive to how our employees live and work.

In addition, we offer sick leave benefits so our employees may care for themselves or a loved one with COVID-19.

We have also expanded our sick leave policy to include mental health and wellbeing.

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.

We are 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, to become better leaders and managers, to 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 2021 our employees completed over 200,000 training courses which equated to over 95,000 hours of training.

Diversity and inclusion are key to our success.

Diversity, equity and inclusion ("DE&I") are key to our success.

Our DE&I efforts are led by our Chief Diversity Officer, who reports directly to our Chief Executive Officer and our President.

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.

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.

Our Company reaches 90% of all Americans every month, so listening to, understanding and integrating input from diverse voices and views is critical to our 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.

We have continued to make important progress against that goal this past year and making investments across the Company, including forming key partnerships internally and externally, engaging in months of research and discussion, and closely collaborating with our leadership team to ensure implementation across every part of the Company.

This holistic approach is centered on creating real change with a sense of urgency and commitment based on the following priorities:

• Leadership Commitment – We will develop leaders through DE&I education to drive and coach inclusive management throughout their divisions and provide opportunities for leadership engagement.

• Workplace Culture – We will provide comprehensive DE&I learning and development opportunities for all employees, introduce consistent performance management and skills development for career progression, and enhance vehicles for employee feedback.

• Workforce Diversity – We will expand recruitment outreach to colleges and underrepresented and diverse communities while minimizing bias in talent selection and promotions.

We will also improve our onboarding experience to support employee success, inclusion, and retention.

• DE&I Sustainability – We are building on our assessments of our talent acquisition, development strategies and ongoing leadership development and coaching.

We will provide consistent internal communication about iHeartMedia’s commitment to DE&I as a key business strategy.

Workplace Safety

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

Employee health and safety in the workplace is of the 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.

3 unchanged sentences

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.

Beginning in February 2020 and throughout the course of the COVID-19 pandemic, we have continuously monitored and assessed impacts to our workplace, and have implemented safety precautions and protocols to protect the health and wellbeing of our employees and communities.

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

31 unchanged sentences

To the best of our knowledge at present, none of our officers, directors or 5 percent or greater stockholders holds an interest in another broadcast station that is inconsistent with the FCC’s ownership rules.

The current FCC ownership rules relevant to our business are summarized below.

• Local Radio Ownership Rule .

The maximum allowable number of radio stations that may be commonly owned in a market is based on the number of stations in the market.

The FCC's local radio ownership rule is the only FCC media ownership rule that is currently relevant to our business.

Under that rule, the maximum allowable number of radio stations that may be commonly owned in a market is based on the number of stations in the market.

In markets with 45 or more stations, one entity may have an attributable interest in up to eight stations, of which no more than five are in the same radio service (AM or FM).

3 unchanged sentences

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.

• 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.

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 November 2019, the United States Court of Appeals for the Third Circuit issued a decision that resulted in reinstatement of rules restricting cross-ownership of newspapers and broadcast radio (or television) stations, and of broadcast radio and television stations, which the FCC had previously eliminated.

The Supreme Court of the United States vacated the Third Circuit's decision in April 2021, and the cross-ownership rules are therefore not currently in effect.

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

In June 2021, following the Supreme Court decision described above, the FCC sought comment to refresh the record in its 2018 quadrennial review, and that review remains pending.

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.

11 unchanged sentences

The 2020 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.”

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

The GMEI Investors acquired this interest without our knowledge or control.

We have fulfilled our obligations under the 2020 Declaratory Ruling and the FCC rules with respect to the GMEI Investors' interest.

On December 22, 2021, the FCC released a declaratory ruling that, subject to certain conditions set forth therein, (a) grants specific approval for the more than 5% equity and/or voting interests in the Company that the GMEI Investors presently hold, (b) grants advance approval for the GMEI Investors to increase their equity and/or voting interests in the Company up to any non-controlling amount not to exceed 14.99%, and (c) restates the terms of the 2020 Declaratory Ruling.

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

Programming and Content Regulation

6 unchanged sentences

In addition, the FCC regulates the conduct of on-air station contests, requiring in general that the material rules and terms of the contest be broadcast periodically or posted online and that the contest be conducted substantially as announced.

The FCC also regulates, among other things, political advertising, sponsorship identification, and the advertisement of contests and lotteries.

The FCC also regulates, among other things, political advertising, sponsorship identification, the use of emergency alert system tones and the advertisement of contests and lotteries.

Equal Employment Opportunity

5 unchanged sentences

Content, Licenses and Royalties

We must pay royalties to copyright owners of musical compositions (typically, songwriters and publishers) whenever we broadcast or stream musical compositions.

Copyright owners of musical compositions most often rely on intermediaries known as performing rights organizations (“PROs”) to negotiate licenses with copyright users for the public performance of their compositions, collect royalties under such licenses and distribute them to copyright owners.

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.

We must pay license fees to copyright owners of musical compositions (typically, songwriters and publishers) for the rights to broadcast and stream musical compositions.

Copyright owners of musical compositions most often rely on intermediaries known as performing rights organizations (“PROs”) to negotiate licenses with copyright users for the public performance of their compositions, collect license fees under such licenses and distribute them to copyright owners.

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

(“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.

These licenses periodically come up for renewal, and as a result certain of our PRO licenses are currently the subject of renewal negotiations pertaining to periods after December 31, 2021.

The outcome of these renewal negotiations could impact, and potentially increase, our music license fees.

In addition, there is no guarantee that additional PROs will not emerge, which could impact, and in some circumstances increase, our royalty rates and negotiation 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).

2 unchanged sentences

The results of such audits could result in higher royalty payments for the subject years.

Sound recordings fixed on or after February 15, 1972 are protected by federal copyright law.

Sound recording copyright owners have asserted that state law historically provided copyright protection for recordings fixed before that date (“pre-72 recordings”).

Sound recording copyright owners have sued radio broadcasters and digital audio transmission services (including us) for unauthorized public performances and reproductions of pre-72 recordings under various state laws.

In October 2018, federal legislation was signed into law that applies a statutory licensing regime to pre-72 recordings similar to that which governs post-72 recordings.

Among other things, the new law extends remedies for copyright infringement to owners of pre-72 recordings when recordings are used without authorization.

The new law creates a public performance right for pre-72 recordings streamed online that may increase our licensing costs.

It also preempts state law infringement claims both prospectively and, in certain circumstances, retrospectively.

The rates at which we pay royalties to copyright owners are privately negotiated or set pursuant to a regulatory process.

The rates at which we pay royalties to sound recording copyright owners are privately negotiated or set pursuant to a regulatory process.

In addition, we have business arrangements directly with some copyright owners to receive deliveries of and, in some cases, to directly license their sound recordings for use in our Internet operations.

1 unchanged sentence

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.

The CRB has issued a final determination establishing the royalty rates payable to SoundExchange 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, 2021 through December 31, 2025 under the so‑called webcasting statutory license.

Effective January 1, 2022, the rates set by the CRB are subject to an upward CPI-U adjustment under the terms of the CRB’s final determination.

In November 2021, the National Association of Broadcasters, the National Religious Broadcasters Noncommercial Music License Committee and SoundExchange appealed the CRB’s final determination of these royalties rates to the United States Court of Appeals for the District of Columbia Circuit.

That appeal is pending.

The outcome of that appeal could impact, and potentially increase, our royalty rates, and increased royalty rates resulting from that appeal could significantly increase our expenses and adversely affect our business.

Additionally, there are conditions applicable to the webcasting statutory license.

8 unchanged sentences

spectrum reallocations and changes in technical rules;

and the adoption of significant new programming and operational requirements designed to increase local community‑responsive programming and enhance public interest reporting requirements.

and the adoption of significant new programming and operational requirements designed to increase local community‑responsive programming and enhance

public interest reporting requirements.

Antitrust and Market Concentration Considerations

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.

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.

4 unchanged sentences

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.

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.

We are subject to a number of laws and regulations relating to consumer protection, information security, data protection and privacy.

Many of these laws and regulations are still evolving and could be interpreted in ways that could harm our business or limit the services we are able to offer.

In the area of information security and data protection, the laws in several states in the United States and most countries require companies to implement specific information security controls and legal protections to protect certain types of personally identifiable information.

Likewise, most states in the United States and most countries have laws in place requiring companies to notify users if there is a security breach that compromises certain categories of their personally identifiable information.

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

We are subject to a number of federal and state laws and regulations relating to consumer protection, information security, data protection and privacy.

While many of these laws and regulations are still evolving, they have impacted, and will continue to impact our business by restricting our collection, use, retention, sharing and other processing of data, including both personally identifiable information and technical information related to users and devices, which also reduces our ability to effectively deliver relevant ads to our users.

In the area of information security and data protection, various laws and regulations in the United States and most countries require companies to implement measures and controls to protect certain types of information and to notify users and other third parties if there is a security breach.

Any failure on our part to comply with these laws may subject us to significant liabilities.

For example, the California Consumer Privacy Act (“CCPA”) establishes a new privacy framework that expands the definition of personal information, establishes new data privacy rights for consumers residing in the State of California, imposes special rules on the collection of consumer data from minors, creates new notice obligations and new limits on the sale of personal information, and creates a new and potentially severe statutory damages framework for (i) violations of the CCPA and (ii) businesses that fail to implement reasonable security procedures and practices to prevent data breaches.

For example, the California Consumer Privacy Act (“CCPA”) empowers the California Attorney General to impose non-compliance penalties of up to $7,500 and provides a private right of action and statutory damages for certain types of data breaches;

and the GDPR provides potential fines up to EUR 20 million or 4% of worldwide annual turnover of the preceding financial year, whichever is greater.

The CCPA establishes a new privacy framework that expands the definition of personal information, establishes new data privacy rights for consumers residing in the State of California, imposes special rules on the collection of consumer data from minors, creates new notice obligations and new limits on the sale of personal information, and creates a new and potentially severe statutory damages framework for (i) violations of the CCPA and (ii) businesses that fail to implement reasonable security procedures and practices to prevent data breaches.

In addition, new privacy laws, including laws that will become effective in 2023 in the states of California, Colorado and Virginia, will give users enhanced rights to limit our use of data.

The CCPA has already limited our and our advertisers’ ability to target and measure the performance of advertisements, and we anticipate that the new privacy laws effective in 2023 may expand such impacts.

Compliance with these new laws entails substantial expenses, diverts resources from other initiatives and projects, and could limit the services we are able to offer.

One of the laws effective in 2023, the California Privacy Rights Act (the “CPRA”) will impose additional data protection obligations on companies doing business in California, including additional consumer rights processes, limitations on data uses, new audit requirements for higher risk data, and opt outs for certain uses of sensitive data.

The CPRA will also create a new California data protection agency authorized to issue substantive regulations and could result in increased privacy and information security enforcement.

We regularly review and implement commercially reasonable organizational and technical physical and electronic security measures that are designed to protect against the loss, misuse, and alteration of our listeners’, employees’, clients’ and customers’ personally identifiable information and to protect our proprietary business information.

Despite our best efforts, no security measures are perfect or impenetrable.

Any failure or perceived failure by us to protect our information or information about our listeners, employees, clients and customers or to comply with our policies or applicable regulatory requirements could result in damage to our business and loss of confidence in us, damage to our brands, the loss of users of our services, including listeners, consumers, business partners and advertisers, as well as proceedings against us by governmental authorities or others, which could harm our business.

Any failure or perceived failure by us to protect our information or information

about our listeners, employees, clients and customers or to comply with our policies or applicable regulatory requirements could result in damage to our business and loss of confidence in us, damage to our brands, the loss of users of our services, including listeners, consumers, business partners and advertisers, as well as proceedings against us by governmental authorities or others, which could harm our business.

Available Information

3 unchanged sentences

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