What changed in this filing

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Item 1A. Risk Factors

2023-02-28 compared with 2022-02-23 · 65 added, 79 removed, 240 unchanged (38% of the section changed)

Risks Related to Our Business

The COVID-19 pandemic has adversely impacted, and is expected to continue to adversely impact, our business, results of operations and financial position.

In 2020, COVID-19 was declared a pandemic and both the pandemic and measures taken in response have had a significant impact, both direct and indirect, on our businesses and the economy generally, as supply chains have been disrupted;

facilities and production have been suspended;

and demand for many goods and services has fallen.

As a result of the COVID-19 pandemic, we have experienced and may continue to experience disruptions that have adversely impacted our business, results of operations and financial position.

The extent of future disruptions will depend on numerous evolving factors, which are highly uncertain, rapidly changing and cannot be predicted, and could result in significantly more severe impacts in the future, including:

Our results have been in the past, and could be in the future, adversely affected by economic uncertainty or deteriorations in economic conditions.

We derive revenues from the sale of advertising.

Expenditures by advertisers tend to be cyclical, reflecting economic conditions and budgeting and buying patterns.

Periods of a slowing economy or recession, or periods of economic uncertainty, may be accompanied by a decrease in advertising.

Macroeconomic uncertainty, including due to increased inflation, rising interest rates and the geo-political environment, during the year ended December 31, 2022 contributed to declines in our advertising revenues.

This reduction in advertising revenues has had an adverse effect on our profit margins, cash flow and liquidity.

If economic uncertainty continues or increases or economic conditions deteriorate, these conditions may continue to adversely impact our revenue, profit margins, cash flow and liquidity.

In addition, inflation has the potential to adversely affect our liquidity, business, financial condition and results of operations by increasing our overall cost structure, particularly if we are unable to achieve commensurate increases in the prices we charge our customers.

The existence of inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs and increased costs of labor and other similar effects.

As a result of inflation, we have experienced and may continue to experience, cost increases.

Furthermore, because a significant portion of our revenue is derived from local advertisers, our ability to generate revenues in specific markets is directly affected by local and regional conditions, and unfavorable regional economic conditions also may adversely impact our results.

In addition, even in the absence of a downturn in general economic conditions, an individual business sector or market may experience a downturn, causing it to reduce its advertising expenditures, which also may adversely impact our results.

In addition, we are required to evaluate our goodwill, indefinite-lived and definite-lived intangible assets for impairment.

We perform our annual impairment test on our goodwill and FCC licenses as of July 1 of each year.

In addition, we test for impairment of intangible assets whenever events and circumstances indicate that such assets might be impaired.

While we believe we have made reasonable estimates and utilized appropriate assumptions to calculate the estimated fair value of our reporting units, it is possible a material change could occur.

If future results are not consistent with our assumptions and estimates, including as a result of increased economic uncertainty or deteriorations in economic conditions, we may be exposed to impairment charges in the future.

The COVID-19 pandemic adversely impacted, and may in the future adversely impact, our business, results of operations and financial position.

Other future pandemics or public health crises may have similar adverse impacts on our business, results of operations and financial position.

As a result of the COVID-19 pandemic, we experienced disruptions that have adversely impacted our business, results of operations and financial position and such disruptions may occur again in the future.

The extent of future disruptions from COVID-19 or other pandemics or public health crises will depend on numerous evolving factors, including:

• reduced ad budgets and spend, order cancellations and increased competition for advertising revenue;

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• the inability of customers to pay amounts owed to the Company, or delays in collections of such amounts;

• additional goodwill or other impairment charges;

• goodwill or other impairment charges;

• limitations on our employee resources, including because of work-from-home, stay-at-home and shelter-in-place orders from federal or state governments, employee furloughs, or sickness of employees or their families;

• diversion of management resources to focus on mitigating the impacts of the COVID-19 pandemic;

• diversion of management resources;

• reduced capital expenditures;

• impacts from prolonged remote work arrangements, including increased cybersecurity risks.

These disruptions negatively impacted our revenue, results of operations and financial position for the years ended December 31, 2020 and 2021 and these disruptions may continue to have a negative impact in 2022.

The COVID-19 pandemic continues to evolve.

The extent to which the pandemic continues to impact our business, liquidity and financial results will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the duration of the pandemic, impact of variants, travel restrictions and social distancing throughout the United States, the duration and extent of business closures or business disruptions, the availability, adoption and effectiveness of vaccines and treatments and the effectiveness of actions taken to contain the disease.

If we or our customers again experience prolonged shutdowns or other business disruptions beyond current expectations, our ability to conduct our business in the manner and within planned timelines could be materially and adversely impacted, and our business, liquidity and financial results will be adversely affected.

Additionally, concerns over the economic impact of the COVID-19 pandemic have caused extreme volatility in financial and other capital markets, which has adversely affected our stock price and credit rating and could impact our ability to access the capital markets in the future.

Our results have been in the past, and could be in the future, adversely affected by economic uncertainty or deteriorations in economic conditions.

We derive revenues from the sale of advertising.

Expenditures by advertisers tend to be cyclical, reflecting economic conditions and budgeting and buying patterns.

Periods of a slowing economy or recession, or periods of economic uncertainty, may be accompanied by a decrease in advertising.

Global economic activity has declined as a result of COVID-19, which has significantly reduced our advertising revenues.

This reduction in advertising revenues has had an adverse effect on our revenue, profit margins, cash flow and liquidity.

If economic uncertainty continues or increases or economic conditions deteriorate, including due to the ongoing effect of the COVID-19 pandemic, global economic conditions may continue to adversely impact our revenue, profit margins, cash flow and liquidity.

If we or our customers again experience prolonged shutdowns or other business disruptions due to the COVID-19 pandemic, our ability to conduct our business could be materially and adversely impacted, and our business, liquidity and financial results will be adversely affected.

Other future pandemics or public health crises may cause similar adverse impacts to our business, liquidity and financial results.

We face intense competition in our business.

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We also believe that maintaining and enhancing our brand is critical to growing our user base, advertiser relationships and partnerships.

The iHeartRadio master brand ties together our radio stations, digital platforms, social, podcasts and events in a unified manner that reflects the quality and compelling nature of our listener experiences.

The iHeartRadio master brand ties together our radio stations, digital platforms, social media, podcasts, and events in a unified manner that reflects the quality and compelling nature of our listener experiences.

Maintaining and enhancing our brand depends on many factors, including factors that are not entirely within our control.

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If members of our management or key individuals decide to leave us in the future, if we decide to make further changes to the composition of, or the roles and responsibilities of, these individuals, or if we are not successful in attracting, motivating and retaining other key employees, our business could be adversely affected.

Our financial performance may be adversely affected by many factors beyond our control.

Our financial performance may be adversely affected by many factors within or beyond our control.

Certain factors that could adversely affect our financial performance by, among other things, decreasing overall revenues, the numbers of advertising customers, advertising fees or profit margins include:

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• adverse political effects and acts or threats of terrorism or military conflicts;

• natural catastrophes such as earthquakes, hurricanes, tornados, and floods, which could damage our facilities, interrupt our services and harm our business;

• unfavorable changes in labor conditions, which may impair our ability to operate or require us to spend more to retain and attract key employees.

Acquisitions, dispositions and other strategic transactions could pose risks.

Acquisitions, dispositions and other strategic investments or transactions could pose risks.

We frequently evaluate strategic opportunities both within and outside our existing lines of business.

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These acquisitions or dispositions could be material.

Acquisitions or dispositions involve numerous risks, including:

Acquisitions, dispositions and other strategic initiatives involve numerous risks, including:

• our acquisitions may prove unprofitable and fail to generate anticipated cash flows:

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See “Business-Regulation of our Business.”

If our or our third-party providers' security measures are breached, we could lose valuable information, suffer disruptions to our business, and incur expenses and liabilities including damages to our relationships with listeners, consumers, business partners, employees and advertisers.

If our or our third-party providers' security measures are breached, we could lose valuable information, suffer disruptions to our business, and/or incur expenses and liabilities in the investigation and remediation of such incident, including regulatory penalties, private lawsuits, costs of notifications, costs of forensic investigations, and public relations and legal costs, as well as damages to our relationships with listeners, consumers, business partners, employees and advertisers.

We rely on information technology systems and networks to run our business.

We operate some of these systems and networks but we also rely on third-party providers for various products and services across both our internal and external-facing operations.

We may be unable to anticipate or prevent cyberattacks and other security incidents, which we and our third-party providers have experienced from time to time and which we expect to experience in the future.

All websites and digital platforms are vulnerable to software bugs, computer viruses, internet worms, break-ins, phishing attacks, attempts to overload servers with denial-of-service, or other attacks and similar disruptions (for example, due to ransomware) due to unauthorized access or use of our or third-party computer systems, any of which could lead to system interruptions, delays, shutdowns, or theft or loss of critical data or personal data.

We operate some of these systems and networks ourselves, but we also rely on third-party providers for various products and services across both our internal and external-facing operations.

We may be unable to anticipate or prevent cyberattacks and other security incidents, which we and certain of our third-party providers have experienced from time to time in the past, and which we expect to experience in the future.

All websites and digital platforms are vulnerable to varying degrees to software bugs, computer viruses, internet worms, break-ins, phishing attacks, attempts to overload servers with denial-of-service, or other attacks and similar disruptions (for example, due to ransomware) due to unauthorized access or use of our or third-party computer systems, any of which could lead to system interruptions, delays, shutdowns, or theft or loss of critical data or personal information.

Our hybrid working arrangement for employees also presents additional risks due to the prevalence of social engineering and other cyberattacks that are launched in relation to non-corporate and home networking environments and remote access into our computer networks.

A security breach could occur due to the actions of outside parties, employee error, malfeasance or a combination of these or other actions.

Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security, and availability of our services and technical infrastructure to the satisfaction of our listeners may harm our reputation and our ability to retain existing listeners and attract new listeners.

We cannot assure you that the systems and processes that we or our third-party providers have designed to protect our data and our listeners’ data, to prevent data loss and to prevent or detect security breaches will provide absolute security, particularly given that attackers are increasingly sophisticated and using techniques and tools designed to circumvent controls, to avoid detection, and to remove or obfuscate forensic evidence.

If an actual or perceived breach of our security occurs, we may incur significant response and remediation costs in protecting against or remediating cyber-attacks and we may face regulatory or civil liability, lose competitively sensitive business information or suffer disruptions to our business operations, information processes and internal controls.

In addition, the public perception of the effectiveness of our security measures or services could be harmed, we could lose listeners, consumers, business partners and advertisers.

We cannot assure you that the systems and processes that we or our third-party providers have designed to protect our data and our listeners’ data, to prevent data loss and to prevent or detect security breaches will provide absolute security, particularly given that attackers are increasingly sophisticated and using novel techniques and tools designed to circumvent controls, to avoid detection, and to remove or obfuscate forensic evidence.

If an actual or perceived breach of our security occurs in relation to any systems or networks operated by us or by our third-party providers, we may incur significant response and remediation costs in protecting against or remediating cyber-attacks and we may face regulatory or civil liability, lose competitively sensitive business information, personal information, or suffer disruptions to our business operations, information processes and internal controls.

In addition, the public perception of the effectiveness of our security measures or services could be harmed,

we could lose listeners, consumers, business partners and advertisers.

In the event of a security breach, we could suffer financial exposure in connection with penalties, remediation efforts, investigations and legal proceedings and changes in our security and system protection measures.

Global data privacy and security laws and industry standards are rapidly evolving.

In the event a domestic or E.U.

regulator or court were to determine we had not adequately complied with the California Consumer Privacy Act (“CCPA”), E.U.

General Data Protection Regulation (“GDPR”), and/or other consumer protection rules or regulations, , we may be subject to regulatory or litigation proceedings, incur regulatory or other financial fines or penalties or be required to notify applicable authorities.

We may also be required to notify the affected individuals of the personal data breach where there is a high risk to their rights and freedoms.

For example, the CCPA provides a private right of action to individuals and statutory damages for certain types of data breaches, and the GDPR provides potential fines equal to to EUR 20 million or 4% of worldwide annual turnover of the preceding financial year, whichever is greater.

Any losses, costs or liabilities directly or indirectly related to cyberattacks or other security incidents may not be covered by, or may exceed the coverage limits of, any of our insurance policies.

For example, in the event a domestic or EU/UK regulator or court were to determine we had not adequately complied with state privacy laws, the GDPR, and/or other data privacy, cybersecurity, consumer protection or related rules or regulations, we may be subject to regulatory and litigation proceedings, financial fines and penalties, injunctive requirements that negatively affect our business model, and/or costly remediation requirements.

We may also be required to notify affected individuals and authorities in the event of a personal information breach.

In addition, the CCPA and CPRA provide a private right of action to individuals 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.

We expect these and other developing rules and regulations to both increase upfront compliance costs and liability exposure in the event of a cyberattack or security incident.

Any losses, costs and/or liabilities directly or indirectly related to cyberattacks or other security incidents may materially impact our operations and results, and such losses, costs and/or liabilities may not be covered by, or may exceed the coverage limits of, any of our insurance policies.

We have engaged in restructuring activities in the past, and may need to implement further restructurings in the future and our restructuring efforts may not be successful or generate expected cost savings.

We actively seek to adapt our cost structure to the changing economics of the industry.

For example, in the first quarter of 2020, we announced our modernization initiatives, which are designed to take advantage of the significant investments we have made in new technologies to build an operating infrastructure that provides better quality and newer products and delivers new cost efficiencies.

For example, we have undertaken modernization initiatives, which were designed to take advantage of the significant investments we have made in new technologies to build an operating infrastructure that provides better quality and newer products and delivers new cost efficiencies.

There can be no assurance that we will be successful in upgrading our systems and processes effectively or on the timetable and at the costs contemplated, or that we will achieve the expected long-term cost savings.

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◦ limit our ability to borrow additional funds or to borrow on terms that are satisfactory to us.

Our financing agreements also contain covenants that may restrict our or our subsidiaries’ ability to, among other things, incur additional indebtedness, create liens on assets, engage in mergers, consolidations, liquidations and dissolutions, sell assets, pay dividends and distributions, make investments, loans, or advances, prepay certain junior indebtedness, engage in certain transactions with affiliates, amend material agreements governing certain junior indebtedness, and change lines of business.

Although the covenants in our financing agreements are subject to various exceptions, we cannot assure you that these covenants will not adversely affect our ability to finance future operations, capital needs, or to engage in other activities that may be in our best interest.

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A breach of any of these covenants could result in a default under our financing agreements.

Our subsidiaries have from time to time repurchased certain debt obligations of iHeartCommunications, and may in the future, as part of various financing and investment strategies, purchase additional outstanding indebtedness of iHeartCommunications or its subsidiaries or our outstanding equity securities, in tender offers, open market purchases, privately negotiated transactions or otherwise.

These purchases could have a material negative impact on our liquidity available to repay outstanding debt obligations or on our consolidated results of operations.

In addition, we may be able to incur additional indebtedness in the future.

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Nor can we be assured that our licenses will be renewed without conditions and for a full term.

Beginning in June 2019 and continuing through April 2022, we (along with all other FCC radio broadcast licensees) are submitting applications to renew the FCC licenses for each of our broadcast radio stations on an every two-month rolling schedule by state.

The non-renewal, or conditioned renewal, of a substantial number of these FCC licenses could have a materially adverse impact on our operations.

Beginning in June 2019 and continuing through April 2022, we (along with all other FCC radio broadcast licensees) submitted applications to renew the FCC licenses for each of our broadcast radio stations on an every two-month rolling schedule by state.

A substantial majority of our licenses have been renewed without conditions for their full terms, although the non-renewal, or conditioned renewal, of a substantial number of our FCC licenses in a subsequent renewal cycle could have a materially adverse impact on our operations.

Furthermore, possible changes in interference protections, spectrum allocations and other technical rules may negatively affect the operation of our stations.

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Moreover, it is possible that our license fees and negotiating costs associated with obtaining rights to use musical compositions and sound recordings in our programming could materially increase as a result of private negotiations, one or more regulatory rate-setting processes, or administrative and court decisions.

For example, we are involved in pending royalty audits and/or negotiations with ASCAP and BMI related to royalty payments for the public performance of musical compositions, the outcome of which could cause us to owe increased royalty payments and adversely impact our business.

For example, we are involved in pending

negotiations with certain performing rights organizations related to royalty payments for the public performance of musical compositions, the outcome of which could cause us to owe increased royalty payments and adversely impact our business.

The rates that we pay to SoundExchange are the subject of pending appeals before the United States Court of Appeals for the District of Columbia Circuit that will determine statutory rates and terms for the public performance and ephemeral reproduction of sound recordings by various non-interactive webcasters, including iHeart, for the period from January 1, 2021 to December 31, 2025.

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Various other regulatory matters relating to our business are now, or may become, the subject of court litigation, and we cannot predict the outcome of any such litigation or its impact on our business.

Regulations, third-party restrictions, and consumer concerns regarding data privacy and data protection, or any failure to comply with these regulations, could hinder our operations.

Regulations, third-party restrictions, and consumer concerns or litigation regarding data privacy and data protection, or any failure to comply with these regulations, could hinder our operations.

We utilize personal, demographic and other information from and about our listeners, consumers, business partners and advertisers as they interact with us.

(1) our broadcast radio station websites and our iHeartRadio digital platform collect personal information as users use our services register for our services, fill out their listener profiles, post comments, use our social networking features, participate in polls and contests and sign-up to receive email newsletters;

(2) we use tracking technologies, such as “cookies,” to manage and track our listeners’ interactions with us so that we can deliver relevant music content and advertising;

(2) we use tracking technologies, such as “cookies,” to automatically manage and track our listeners’ interactions with us so that we can deliver relevant music content and advertising;

(3) we accept credit cards as a method of payment from consumers, business partners and advertisers;

however, the data collection related to processing such payments is handled by personal information compliant third-parties on our behalf;

however, the data collection related to processing such payments is handled by PCI-DSS compliant third-parties on our behalf;

and (4) we collect precise location data about certain of our platform users for analytics, attribution and advertising purposes.

We are subject to numerous federal, state and foreign laws and regulations relating to consumer protection, information security, data protection and privacy, among other things.

While many of these laws and regulations are still evolving, they have impacted, and will continue to impact, our business by reducing our ability to effectively deliver relevant ads to our users and increasing compliance costs.

For example, we generate revenue from the sale of targeted advertisements.

Selling those advertisements requires us to possess, and have the right to use, accurate information about our users.

laws, such as the presently-effective CCPA, as well as similar privacy laws effective on January 1, 2023 in the states of California, Colorado and Virginia, give users the right to limit our use of user data.

The CCPA has 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 laws entails substantial expenses, diverts resources from other initiatives and projects, and could limit the services we are able to offer.

The CCPA provides for a private right of action for unauthorized access, theft or disclosure of personal information in certain situations with possible damage awards of $100 to $750 per consumer per incident, or actual damages, whichever is greater, and also permits class action lawsuits.

The California Attorney General may also impose penalties of up to $7,500 for each intentional violation of the CCPA.

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 are subject to limitations imposed by third parties that control the devices or platforms on which our users access our services.

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likewise, some web browsers have begun to limit the use of third-party cookies, and others, such as Google, have announced an intention to do so.

These changes may reduce our ability to effectively deliver relevant ads to our users and impact our ability to demonstrate the value of those advertisements that we are able to deliver.

These changes may reduce our ability to effectively deliver relevant ads to our users and impact our ability to demonstrate to our business partners and advertisers the value of those advertisements that we are able to deliver.

Further changes in consumer rights, expectations and demands regarding privacy and data protection could restrict our ability to collect, use, disclose and derive economic value from demographic and other information related to our listeners, consumers, business partners and advertisers, or to transfer employee data within the corporate group.

New consumer rights, including the right for consumers to prevent the sale of their data or have their data deleted could lead to a depletion of our consumer database.

New consumer rights, including the right for consumers to prevent the sale of their personal information, to prevent the "sharing" of their personal information for cross-context behavioral advertising, or to have their personal information deleted could lead to a depletion of our consumer database.

Such new consumer rights and restrictions on our use of consumer data could limit our ability to provide customized music content to our listeners, interact directly with our listeners and consumers and offer targeted advertising opportunities to our business partners and advertisers.

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For example, we will indemnify the Outdoor Group for liabilities to the extent such liabilities related to the business, assets and liabilities of iHeartMedia as well as liabilities relating to a breach of the Separation Agreement.

We will also indemnify the Outdoor Group for 50% of certain tax liabilities imposed on the Outdoor Group in connection with the Separation on or prior to the third anniversary of the Separation in excess of $5.0 million, with our aggregate liability limited to $15.0 million, and will reimburse the Outdoor Group for one-third of potential costs relating to certain agreements between the Outdoor Group and third parties in excess of $10.0 million up to the first $35.0 million of such costs such that we will not bear more than $8.33 million of such costs.

However, third parties might seek to hold us responsible for liabilities that the Outdoor Group agreed to retain, and there can be no assurance that the Outdoor Group will be able to fully satisfy their respective indemnification obligations under these agreements.

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As of February 24, 2023, we had 121,779,597 shares of Class A common stock, 21,474,997 shares of Class B common stock and 5,111,312 Special Warrants outstanding.

Each Special Warrant is currently exercisable for one share of Class A common stock or Class B common stock and each share of Class B common stock is currently convertible into one share of Class A common stock, in each case subject to the Ownership Restrictions described in Part I, Item 1, “Business” of this report.

Each Special Warrant is currently exercisable for one share of Class A common stock or Class B common stock and each share of Class B common stock is currently convertible into one share of Class A common stock, in each case subject to the media ownership rules and alien ownership restrictions described in Part I, Item 1, “Business” of this report.

Upon the exercise of any Special Warrants or the conversion of any shares of Class B common stock, your voting rights as a holder of Class A common stock will be proportionately diluted.

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Our certificate of incorporation and our by-laws contain provisions that may make the acquisition of our company more difficult without the approval of our Board, including, but not limited to, the following:

• for the first three years following the Effective Date, our board of directors will be divided into three equal classes, with members of each class elected in different years for different terms, making it impossible for stockholders to change the composition of our entire Board in any given year;

• action by stockholders may only be taken at an annual or special meeting duly called by or at the direction of a majority of our Board;

• advance notice for all stockholder proposals is required.

• subject to the rights of holders of any outstanding shares of our preferred stock, for so long as our board remains classified our directors may only be removed for cause and upon the affirmative vote of holders of a majority of the voting power of the outstanding shares of our Class A common stock;

• for the first three years following the Effective Date, any amendment, alteration, rescission or repeal of the anti-takeover provisions of the charter, requires the affirmative vote of at least 66 2/3% in voting power of the outstanding shares of our stock entitled to vote generally in the election of directors.

We are also subject to the anti-takeover provisions contained in Section 203 of the General Corporation Law of the State of Delaware.

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Regulations imposed by the Communications Act and the FCC limit the amount of foreign individuals or entities that may invest in our capital stock without FCC approval.

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

broadcast station unless the FCC determines greater indirect foreign ownership is in the public.

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

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To the extent that our aggregate foreign ownership or voting percentages exceeds 25 percent, any individual foreign holder 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) will additionally be required to obtain the FCC’s specific approval.

On November 5, 2020, the FCC issued the 2020 Declaratory Ruling which authorizes us to have aggregate foreign ownership and voting percentages of up to 100 percent and specifically approves 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 the LOA that we entered into with the DOJ.

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

A direct or indirect owner of our securities that is deemed to be foreign under FCC rules could require us to take action under the 2020 Declaratory Ruling and the FCC’s foreign ownership rules if that owner acquires more than 5 percent, or more than 10 percent for certain “passive” investors, of our voting equity or total equity (including the Special Warrants on an as-exercised basis), without obtaining specific approval from the FCC through a new petition for declaratory ruling.

On February 5, 2021, the GMEI Investors filed a Schedule 13D with the 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.

Direct or indirect ownership of our securities could result in the violation of the FCC’s media ownership rules by investors with “attributable interests” in other radio stations or in the same market as one or more of our broadcast stations.

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• risks associated with weak or uncertain global economic conditions and their impact on the level of expenditures for advertising;

• risks related to the COVID-19 pandemic;

• risks related to the COVID-19 pandemic or other future pandemics;

• intense competition including increased competition from alternative media platforms and technologies;

• dependence upon the performance of on-air talent, program hosts and management as well as maintaining or enhancing our master brand;

• fluctuations in operating costs;

• dependence upon the performance of on-air talent, program hosts and management as well as maintaining or

enhancing our master brand;

• fluctuations in operating costs and other factors within or beyond our control;

• technological changes and innovations;

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• the impact of legislation, ongoing litigation or royalty audits on music licensing and royalties;

• regulations and consumer concerns regarding privacy and data protection, and breaches of information security

• risks associated with our recent emergence from the Chapter 11 Cases;

• regulations and consumer concerns regarding privacy and data protection, and breaches of information security measures;

• risks related to our Class A common stock;

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

What changed 10-K

Item 1A. Risk Factors