What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-02-28 compared with 2022-02-23 · 83 added, 104 removed, 340 unchanged (35% of the section changed)

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satellite radio;

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

on the Internet at iHeart.com, our radio stations’ websites, and certain Metaverse platforms;

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.

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• Broadcast radio :

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

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

We have a strong relationship with our consumers, and our broadcast radio audience has the largest reach of any audio company in the U.S., with an audience that is over twice as large as that of the next largest commercial broadcast radio company, as measured by Nielsen.

Our iHeartRadio digital platform is the number one streaming broadcast radio platform, with five times the digital listening hours of the next largest commercial broadcast radio company, as measured by 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 number one podcast publisher, and we are two times the size of the next largest commercial podcast publisher as measured by downloads, according to Podtrac.

We are the podcast industry leader and have the largest volume growth across all podcast publishers in global downloads, which increased 56% year over year.

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

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• Social media :

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.

Our personalities, stations and brands have a social footprint that includes 293 million fans and followers as measured by ListenFirst, which is twelve times the size of the next largest commercial broadcast audio media company.

This social footprint was at the heart of delivering 28 billion social media impressions for our 2022 iHeartRadio Music Festival.

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

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

We emerged from Chapter 11 on the Effective Date.

On March 14, 2018, we and certain of our subsidiaries filed the Chapter 11 Cases under Chapter 11 of the United States Bankruptcy Code (“Chapter 11”).

We emerged from Chapter 11 on May 1, 2019.

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

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

We report our financial statements based on three reportable segments:

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

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The Multiplatform Group segment revenue was $2,597.2 million in 2022, $2,489.0 million in 2021 and $2,206.9 million in 2020.

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.

According to Nielsen, for the full year of 2022, we have the most number one ranked station groups across the top 160 markets, and across the largest 50 markets, with 73 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.

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

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

Our Multiplatform Group segment has the following revenue streams:

Broadcast Radio :

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

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:

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

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

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

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

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

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

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Lauderdale-Hollywood, FL 8

13 Detroit, MI 6

13 Phoenix, AZ 8

14 Detroit, MI 6

15 Minneapolis-St.

17 San Diego, CA 8

Petersburg-Clearwater, FL 8

18 Denver-Boulder, CO 8

19 San Diego, CA 8

20 Nassau-Suffolk, NY 1

21 Baltimore, MD 4

22 Portland, OR 7

21 Charlotte-Gastonia-Rock Hill, NC-SC 5

22 Portland, OR 7

23 Baltimore, MD 4

25 San Antonio, TX 7

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

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 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.

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 2,000 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.

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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.

In 2022, our live and virtual local and national tentpole events, including endorsement and appearance fees generated by on-air talent, resulted in revenue of $189.0 million in 2022, $160.3 million in 2021 and $107.7 million in 2020 from sponsorship, endorsement and other advertising revenue, as well as ticket sales and licensing.

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 Audio Group segment includes our fast-growing podcasting business - iHeartMedia is the number one podcast publisher in North 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;

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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 369 million global monthly downloads and streams and 30 million U.S.

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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 $358.4 million in 2022, $252.6 million in 2021 and $101.7 million in 2020.

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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.

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.

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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.

Digital excluding podcast generated revenue of $663.4 million in 2022, $581.9 million in 2021 and $372.7 million in 2020.

Audio & Media Services Group:

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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

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(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.

(iv) iHeartLand, a Metaverse experience that includes a variety of games and events;

and (v) 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.

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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 2022.

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.

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.

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

As indication of the size of the potential opportunity, we currently have approximately 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.

As an 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 that utilize technology solutions for advertisers of all sizes.

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.

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Utilizing our unique bundle of advertising inventory to drive 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.

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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 generate ticket revenue.

They also provide an opportunity to extend into platforms like streaming 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.

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

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

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

We compete for share of our listeners’ time and engagement, a challenging task in today’s fragmented and multi-tasking world.

We believe our national reach, the strength of our brand and assets, the quality of our programming and personalities, and the companionship nature of our medium allows us to compete effectively against both our legacy competition-cable and broadcast television, and other broadcast radio operators-as well the new, digital competition, including streaming music and video services, social media, and other digital companies.

We believe our national reach, the strength of our brand and assets, the quality of our programming and personalities, and the companionship nature of our medium allows us to compete effectively against both our legacy competition-cable and broadcast television, and other broadcast radio operators-as well as newer, digital competition, including streaming music and video services, social media, and other digital companies.

Similarly, we compete for advertising and marketing dollars in the U.S.

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The duration of our intellectual property rights vary from country to country, but our U.S.

patents expire 20 years from the patent filing date and we expect that our trademarks would expire between 2022 and 2034 assuming all required fees are paid.

patents expire 20 years from the patent filing date.

We have filed and acquired dozens of issued patents and active patent applications in the U.S.

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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.

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.

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.

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

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Workforce Composition

As of February 18, 2022, we had approximately 10,800 employees.

As of December 31, 2022, we had approximately 11,000 employees.

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

Our workforce is comprised of approximately 85% full time and 15% part time employees.

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

We are a party to numerous collective bargaining agreements, none of which represent a significant number of employees.

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

We are a party to numerous collective bargaining agreements and/or union-represented bargaining units, none of which represent a significant number of employees, with approximately 8% of our workforce subject to collective bargaining agreements.

We believe we maintain positive relationships with our union and non-union employees.

Total Rewards

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

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

We strive to create an environment that prioritizes the development and well-being of our employees.

Our culture emphasizes collaboration, creativity, innovation, and respect - values that provide a foundation for success both inside and outside the workplace.

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

• Employer sponsored health insurance, including 100% Company-paid programs for assistance in managing ongoing or chronic health conditions;

• Company provided life insurance;

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• 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;

• An upgraded 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.

*Benefits eligibility varies depending on full-time and/or union status

Talent Development & Training

We are committed to supporting and developing its employees through global learning and development programs.

We are committed to supporting and developing our 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.

iHeartMedia employees engage in a variety of extensive training throughout the year and in 2022 our employees completed over 71,000 hours of training.

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.

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.

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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.

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.

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 research and discussion, and closely collaborating with our leadership team to ensure implementation across 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.

• Leadership Commitment – We continue to develop leaders through DE&I education to drive and coach inclusive management throughout their divisions while evolving our processes and procedures to support leadership accountability in delivering their divisions' DE&I goals.

• Workplace Culture – Using the foundation of our recently implemented career progression framework, we provide comprehensive learning and development opportunities for all employees, consistent performance management and skills development for career growth.

• Workforce Diversity – We continue to expand recruitment outreach to colleges and underrepresented communities in addition to year-round internship programs across multiple teams with the intention to hire our interns upon graduation.

By leveraging our career framework, we are evolving our hiring and promotion practices to be based on

skills, evaluations and data.

We are also improving our onboarding experience to support employee success, inclusion, and retention.

• DE&I Sustainability – We continue to support infrastructure and integrated processes for a long-term systemic approach to drive and enhance a DE&I culture and seek to establish a strategic and systemic approach to our DE&I strategy for long-term sustainability and to enhance organizational effectiveness.

Workplace Safety

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.

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

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

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

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

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

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

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.

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In determining whether to grant such approval, the FCC considers a number of factors pertaining to the existing licensee and the proposed licensee, including compliance with FCC’ rules and the “character” of the proposed licensees.

Applications for license assignments or transfers involving a substantial change in ownership are subject to a 30‑day period for public comment, during which parties may petition to such applications.

License Renewal

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(2) general partners and limited liability company managers;

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

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

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

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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.

In addition, on December 22, 2022, the FCC commenced the 2022 Quadrennial review of its broadcast ownership rules with initial comments due March 3, 2023, again seeking comment on the local radio ownership rule.

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

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

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

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

The 2020 Declaratory Ruling also requires us to take our Special Warrants into account in determining our foreign ownership compliance.

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

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The FCC’s rules require broadcasters to engage in broad equal employment opportunity recruitment efforts, retain data concerning such efforts and report much of this data to the FCC and to the public via periodic reports filed with the FCC or placed in stations’ public files and websites.

Broadcasters could be sanctioned for noncompliance.

The FCC periodically audits for compliance with its equal employment opportunity rules and broadcasters can be sanctioned for noncompliance.

Technical Rules

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

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.

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 that commenced effective January 1, 2022 and continuing thereafter.

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

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Under Federal statutory licenses, we are permitted to stream any lawfully released sound recordings and to make ephemeral reproductions of these recordings on our computer servers without having to separately negotiate and obtain direct licenses with each individual copyright owner as long as we operate in compliance with the rules of those statutory licenses and pay the applicable royalty rates to SoundExchange, the organization designated by the Copyright Royalty Board (“CRB”) to collect and distribute royalties under these statutory licenses.

For music streams that do not qualify for statutory licenses, we must license performance rights directly from sound recording companies.

From time to time, SoundExchange notifies us that certain calendar years are subject to routine audits of our royalty payments.

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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 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.

The CRB has issued a final determination establishing the royalty rates payable to SoundExchange for the public

performance and 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.

The applicable rates set by the CRB are subject to an annual upward CPI-U adjustment under the terms of the CRB’s final determination, and therefore future increases in the costs of goods and services in the United States will likely have the corresponding effect of increasing certain of our music licensing costs.

Furthermore, the CRB’s final determination of these webcasting statutory license royalties is currently the subject of pending appeals from various parties.

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

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

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Some of these conditions may be inconsistent with customary radio broadcasting practices.

Proposed Changes

Potential Changes

Congress, the FCC and other government agencies and regulatory bodies may in the future adopt new laws, regulations and policies that could affect, directly or indirectly, the operation, profitability and ownership of our broadcast stations and Internet‑based audio music services.

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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

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

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

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

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

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.

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

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

Outside our consumer-facing businesses, we collect personal information from and about 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.

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 personal information and technical information related to users and devices, which also reduces our ability to effectively deliver relevant ads to our users, and by increasing compliance cost and risks.

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”) 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.

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

For example, the California Consumer Privacy Act ("CCPA") empowers the California Attorney General to impose non-compliance penalties of up to $7,500 per violation for certain types of violations and provides a private right of action and minimum statutory damages for certain types of data breaches, with possible damage awards of $100 to $750 per consumer per incident, or actual damages, whichever is greater.

The EU and UK General Data Protection Regulation ("GDPR") provides potential fines up to EUR 20 million or 4% of worldwide annual turnover of the preceding financial year, whichever is greater for certain types of non-compliance.

The CCPA establishes data privacy rights for consumers residing in the State of California, imposes special rules on the collection of consumer data from minors, creates notice obligations and new limits on the "sale" of personal information and creates a 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 comprehensive state privacy laws, including laws that are now effective or will take effect in the near term in the states of California, Colorado, Connecticut, Utah, and Virginia, give users enhanced rights to limit our use of personal information as well as other rights and certain remedies in the event we fail to comply.

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.

One of the laws that became effective in 2023, the California Privacy Rights Act (the “CPRA”) imposes 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 processing, and opt outs for certain uses of sensitive data.

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

Available Information

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Item 1. Business