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Item 9A. Controls and Procedures

2023-02-28 compared with 2022-02-23 · 54 added, 54 removed, 244 unchanged (31% of the section changed)

5 unchanged sentences

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2022.

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Directors, Executive Officers and Corporate Governance

Certain information required by this item with respect to our executive officers is set forth at the end of Part I of this Annual Report on Form 10-K.

Our Code of Business Conduct and Ethics (the “Code of Conduct”) applies to all of our officers, directors and employees, including our principal executive officer, principal financial officer and principal accounting officer.

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(4) This number includes shares subject to outstanding awards granted, of which 7,509,595 shares are subject to outstanding options and 6,248,729 shares are subject to outstanding RSUs.

All other information required by this item is incorporated by reference to our Definitive Proxy Statement, which we expect to file with the SEC within 120 days after our fiscal year end.

All other information required by this item, including a description of our 2019 Incentive Equity Plan which was approved by the United States Bankruptcy Court for the Southern District of Texas in connection with our emergence from Chapter 11 bankruptcy protection, is incorporated by reference to our Definitive Proxy Statement, which we expect to file with the SEC within 120 days after our fiscal year end.

Certain Relationships and Related Transactions, and Director Independence

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Consolidated Balance Sheets.

Consolidated Statements of Comprehensive Income (Loss).

Consolidated Statements of Comprehensive Loss.

Consolidated Statements of Changes in Stockholders’ Equity (Deficit).

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(In thousands)

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

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

Balance at End of Period

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

Period from May 2, 2019 through December 31, 2019 (Successor)

Year ended December 31, 2020

$ 12,629 $ 38,273 $ ( 12,738 ) $ 613 $ 38,777

Year ended December 31, 2020 (Successor)

Year ended December 31, 2021

$ 38,777 $ 4,144 $ ( 13,846 ) $ 195 $ 29,270

Year ended December 31, 2021 (Successor)

Year ended December 31, 2022

$ 29,270 $ 14,236 $ ( 14,322 ) $ ( 13 ) $ 29,171

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

Impact of Fresh Start Accounting Adjustments (3)

Adjustments (3)

Balance at End of Period

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

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

Year ended December 31, 2020 (Successor)

$ 720,622 $ 3,047 $ ( 444 ) $ — $ 1,094,866 $ 1,818,091

Year ended December 31, 2021 (Successor) $ 1,818,091 $ 62,265 $ ( 28,707 ) $ — $ 2,494 $ 1,854,143

(1) During 2021, 2020 and the period from May 2 through December 31, 2019 the Company recorded a valuation allowance of $ 62.3 million, $ 3.0 million and $ 1.9 million, respectively, on a portion of its deferred tax assets attributable to federal and state net operating loss carryforwards and Sec.

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

Year ended December 31, 2021 $ 1,818,091 $ 62,265 $ ( 28,707 ) $ 2,494 $ 1,854,143

Year ended December 31, 2022 $ 1,854,143 $ 49,234 $ ( 4,209 ) $ 2,023 $ 1,901,191

(1) During 2022, 2021, and 2020 the Company recorded a valuation allowance of $ 49.2 million, $ 62.3 million and $ 3.0 million, respectively, on a portion of its deferred tax assets attributable to federal and state net operating loss carryforwards and Sec.

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

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

(2) During 2021, the Company reversed valuation allowances of $ 28.7 million related to net operating loss carryforwards and capital loss carryforwards that were utilized as a result of taxable income and capital gains recognized during the period.

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

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

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

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

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

Number Description

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Bank National Association, as trustee and collateral agent, governing the 6.375% Senior Secured Notes due 2026 (incorporated by reference to Exhibit 4.1 of iHeartMedia Inc.’s Current Report on Form 8-K filed on May 2, 2019).

4.2* First Supplemental Indenture, dated as of June 7, 2021, by and among iHeartCommunications, Inc., the guarantors party thereto, and U.S.

4.2 First Supplemental Indenture, dated as of June 7, 2021, by and among iHeartCommunications, Inc., the guarantors party there to, and U.S.

Bank National Association, as trustee and collateral agent, governing the 6.375% Senior Secured Notes due 2026.

(incorporated by reference to Exhibit 4.2 of iHeartMedia Inc.'s Annual Report on Form 10-K filed on February 23, 2022).

4.3 Form of 6.375% Senior Secured Notes due 2026 (incorporated by reference to Exhibit A to Exhibit 4.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed with the SEC on May 2, 2019).

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

Bank National Association, as trustee, governing the 8.375% Senior Secured Notes due 2027 (incorporated by reference to Exhibit 4.3 of iHeartMedia Inc.’s Current Report on Form 8-K filed on May 2, 2019).

Bank National Association, as trustee, governing the 8.375% Senior Notes due 2027 (incorporated by reference to Exhibit 4.3 of iHeartMedia Inc.’s Current Report on Form 8-K filed on May 2, 2019).

4.5 First Supplemental Indenture, dated as of June 7, 2021, by and among iHeartCommunications, Inc., the guarantors party thereto, and U.S.

Bank National Association, as trustee and collateral agent, governing the 8.375% Senior Secured Notes due 2027.

4.6 Form of 8.375% Senior Secured Notes due 2027 (incorporated by reference to Exhibit A to Exhibit 4.3 of iHeartMedia, Inc.’s Current Report on Form 8-K filed with the SEC on May 2, 2019).

Bank National Association, as trustee and collateral agent, governing the 8.375% Senior Notes due 2027 (incorporated by reference to Exhibit 4.5 of iHeartMedia Inc.'s Annual Report on Form 10-K filed on February 23, 2022).

4.6 Form of 8.375% Senior Notes due 2027 (incorporated by reference to Exhibit A to Exhibit 4.3 of iHeartMedia, Inc.’s Current Report on Form 8-K filed with the SEC on May 2, 2019).

4.7 Warrant Agreement, dated as of May 1, 2019, by and between iHeartCommunications and Computershare, Inc.

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4.9 First Supplemental Indenture, dated as of June 7, 2021, by and among iHeartCommunications, Inc., the guarantors party thereto, and U.S.

Bank National Association, as trustee and collateral agent, governing the 5.25% Senior Secured Notes due 2027.

Bank National Association, as trustee and collateral agent, governing the 5.25% Senior Secured Notes due 2027 (incorporated by reference to Exhibit 4.9 of iHeartMedia Inc.'s Annual Report on Form 10-K filed on February 23, 2022).

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

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

Bank National Association, as trustee and as collateral agent (incorporated by reference to Exhibit 4.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on November 22, 2019).

Bank National Association, as trustee and as collateral agent , governing the 4.75% Senior Secured Notes due 2028 (incorporated by reference to Exhibit 4.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on November 22, 2019).

4.12 First Supplemental Indenture, dated as of June 7, 2021, by and among iHeartCommunications, Inc., the guarantors party thereto, and U.S.

Bank National Association, as trustee and collateral agent, governing the 4.75% Senior Secured Notes due 2028.

Bank National Association, as trustee and collateral agent, governing the 4.75% Senior Secured Notes due 2028 (incorporated by reference to Exhibit 4.12 of iHeartMedia Inc.'s Annual Report on Form 10-K filed on February 23, 2022).

4.13 Form of 4.75% Senior Secured Notes due 2028 (incorporated by reference to Exhibit A to Exhibit 4.1 to iHeartMedia, Inc.’s Current Report on Form 8-K filed on November 22, 2019).

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

4.15* Description of Securities

4.15 Description of Securities (incorporated by reference to Exhibit 4.15 of iHeartMedia Inc.'s Annual Report on Form 10-K filed on February 23, 2022).

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

6 unchanged sentences

and Clear Channel Outdoor, LLC (incorporated by reference to Exhibit 10.2 to Clear Channel Outdoor Holdings, Inc.’s Current Report on Form 8-K filed on May 2, 2019).

10.4 ABL Credit Agreement, dated as of May 1, 2019, by and among iHeartMedia Capital I, LLC, iHeartCommunications, Inc., as borrower, the other guarantors party thereto from time to time, Citibank, N.A., as Administrative Agent and Collateral Agent, and the lenders party thereto, governing the New ABL Facility (incorporated by reference to Exhibit 10.5 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 2, 2019).

10.4† ABL Credit Agreement, dated as of May 17, 2022, by and among iHeartMedia Capital I, LLC, as holdings, iHeartCommunications, Inc., as borrower, the other guarantors party thereto from time to time, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C Issuer, and the other Lenders and L/C Issuers party thereto from time to time (incorporated by reference to Exhibit 10.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 19, 2022).

10.5 ABL Intercreditor Agreement, dated as of May 1, 2019, by and among Citibank, N.A., as Tern Loan Collateral Agent and Designated Junior Priority Representative, U.S.

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as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 of iHeartMedia Inc.’s Current Report on Form 8-K filed on July 19, 2021).

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

10.10† First Lien Intercreditor Agreement, dated as of May 1, 2019, by and among Citibank, N.A., as Credit Agreement Agent, U.S.

National Bank Association, as Senior Notes Collateral Agent and each additional collateral agent from time to time party thereto, iHeartMedia Capital I, LLC, iHeartCommunications, Inc.

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

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

10.12§ iHeartMedia, Inc.

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on August 20, 2020).

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

(incorporated by reference to Exhibit 10.1 to the iHeartMedia, Inc.

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

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

and Robert W.

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

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

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

10.23§ Third Amendment to Employment Agreement, by and between iHeartMedia, Inc.

10.19† Second Amended and Restated Employment Agreement between iHeartMedia, iHeartMedia Management Services, Inc.

and Robert W.

Pittman, dated March 16, 2021 (incorporated by reference to Exhibit 10.2 of iHeartMedia, Inc.’s Quarterly Report on Form 10-Q filed on May 6, 2021).

10.24§ Employment Agreement by and between iHeartMedia, Inc.

and Richard J.

Bressler, dated July 29, 2013 (incorporated by reference to Exhibit 10.1 to the iHeartMedia, Inc.

Current Report on Form 8-K/A filed on August 2, 2013).

10.25§ Amendment to the Employment Agreement, dated as of May 1, 2019, between iHeartMedia Inc.

and Richard J.

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

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

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

10.27§ Third Amendment to Employment Agreement, by and between iHeartMedia, Inc.

Pittman, dated March 28, 2022 (incorporated by reference to Exhibit 10.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on March 29, 2022).

10.20† Amended and Restated Employment Agreement between iHeartMedia, iHeartMedia Management Services, Inc.

and Richard J.

Bressler, dated March 17, 2021 (incorporated by reference to Exhibit 10.3 of iHeartMedia, Inc.’s Quarterly Report on Form 10-Q filed on May 6, 2021) .

Bressler, dated March 28, 2022 (incorporated by reference to Exhibit 10.2 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on March 29, 2022).

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

5 unchanged sentences

filed on February 25, 2021).

10.23† Second Amendment to the Employment Agreement between iHeartMedia Management Services, Inc.

and Michael McGuinness, dated September 16, 2022 (incorporated by reference to Exhibit 10.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on September 21, 2022).

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

1 unchanged sentence

Current Report on Form 8-K filed on June 25, 2014).

10.31§* Employment Agreement, dated December 23, 2020 , between iHeartMedia Management Services, Inc.

10.25§ Amended and Restated Employment Agreement between iHeart Management Services, Inc.

and Jordan R.

Fasbender, dated July 18, 2022 (incorporated by reference to Exhibit 10.1 of iHeartMedia Inc.’s Quarterly Report on Form 10-Q filed on November 3, 2022).

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

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10.32§ Form of Non-Employee Director Restricted Stock Unit Award Agreement under the iHeartMedia, Inc.

2021 Long-Term Incentive Award Plan.

2021 Long-Term Incentive Award Plan (incorporated by reference to Exhibit 10.38 of iHeartMedia Inc.'s Annual Report on Form 10-K filed on February 23, 2022).

10.33§ Form of Performance-Vesting Restricted Stock Unit Award Agreement (for Pittman/Bressler), dated March 28, 2022, under the iHeartMedia, Inc.

2021 Long-Term Incentive Award Plan (incorporated by reference to Exhibit 10.3 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on March 29, 2022).

10.34§ Form of Restricted Stock Unit Agreement for Deferred Cash Fees (for Directors) under the iHeartMedia, Inc.

2021 Long-Term Incentive Award Plan (incorporated by reference to Exhibit 10.2 of iHeartMedia Inc.’s Quarterly Report on Form 10-Q filed on August 4, 2022).

10.35§ Form of Deferred Restricted Stock Unit Agreement (for Directors) under the iHeartMedia, Inc.

2021 Long-Term Incentive Award Plan (incorporated by reference to Exhibit 10.3 of iHeartMedia Inc.’s Quarterly Report on Form 10-Q filed on August 4, 2022).

10.36§ Form of Performance-Vesting Restricted Stock Unit Award Agreement (for Executive Officers) under the iHeartMedia, Inc.

2021 Long-Term Incentive Award Plan (incorporated by reference to Exhibit 10.4 of iHeartMedia Inc.’s Quarterly Report on Form 10-Q filed on August 4, 2022).

10.37§ Form of Performance-Vesting Restricted Stock Unit Award Agreement (for Pittman/Bressler) under the iHeartMedia, Inc.

2021 Long-Term Incentive Award Plan (incorporated by reference to Exhibit 10.5 of iHeartMedia Inc.’s Quarterly Report on Form 10-Q filed on August 4, 2022).

10.38§ Form of iHeart Media, Inc.

Restricted Stock Unit Award Agreement (for Executive Officers) under the iHeartMedia, Inc.

2021 Long-Term Incentive Award Plan (incorporated by reference to Exhibit 10.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 13, 2022).

10.39§ Form of iHeart Media, Inc.

Restricted Stock Unit Award Agreement (for Pittman/Bressler) under the iHeartMedia, Inc.

2021 Long-Term Incentive Award Plan (incorporated by reference to Exhibit 10.2 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 13, 2022).

10.40§ Director Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 of iHeartMedia Inc.’s Quarterly Report on Form 10-Q filed on August 4, 2022).

21* Subsidiaries.

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§ A management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S-K.

† The annexes, schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.

Form 10-K Summary

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Director February 28, 2023

/s/ Samuel E.

Director February 28, 2023

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

What changed 10-K

Item 9A. Controls and Procedures