What changed in this filing

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Item 1. Business

2024-02-29 compared with 2023-02-28 · 111 added, 113 removed, 310 unchanged (42% of the section changed)

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

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

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

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

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

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

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

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

HD digital radio stations;

satellite radio;

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

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

and through our iHeartRadio mobile application on 500+ 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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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 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 number one podcast publisher in the U.S., according to Podtrac.

We are the only podcast publisher with podcasts ranked in all 19 of Podtrac's content categories and we have the most top 10 shows of any podcast publisher.

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 293 million fans and followers as measured by ListenFirst, which is twelve times the size of the next largest commercial broadcast audio media company.

Our personalities, stations and brands have a social footprint that includes over 330 million fans and followers as measured by ListenFirst, which is thirteen times the size of the next largest commercial broadcast audio media company.

This social footprint was at the heart of delivering 51 billion social media impressions for our 2023 iHeartRadio Music Festival.

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

These live and virtual events provide significant opportunities for consumer promotion, advertising and social amplification.

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

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

These events provide significant opportunities for consumer promotion, advertising and social amplification.

The unification of our many brands across these diverse product offerings under the "iHeartRadio" masterbrand has allowed us to build out new platforms as well as extend into third-party platforms like social media, the metaverse, and television, as well as streaming services.

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

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

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

iHeartMedia, Inc.

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Prior to the consummation of our acquisition of iHeartCommunications, iHeartMedia, Inc.

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 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.

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

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

The Company completed the Chapter 11 process and emerged from bankruptcy on May 1, 2019.

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

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and its audio industry-leading social media footprint;

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

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

Multiplatform Group

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

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

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

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The Multiplatform Group segment revenue was $2,435.4 million in 2023, $2,597.2 million in 2022 and $2,489.0 million in 2021.

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.

According to Nielsen, for the full year of 2023, we have the most number one ranked station groups across the top 160 markets in the U.S., and across the largest 50 markets, with 70 and 26 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.

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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

iHeartMedia is the only audio broadcast 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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Total Top 25 Markets 158 (2)

Fall 2022 NielsenAudio Radio Market Rankings.

Spring 2023 NielsenAudio Radio Market Rankings.

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

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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 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 180 television affiliates, as well as through Internet and mobile partnerships, reaching approximately 200 million consumers each month.

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

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Sponsorship & Events :

We held live, in-person and virtual events, including eight major nationally-recognized tent pole events in 2022.

Our eight major tentpole events include:

We held live, in-person and virtual events, including seven major nationally-recognized tent pole events in 2023.

Our seven tentpole events include:

the iHeartRadio Music Festival;

the iHeartRadio Music Awards;

iHeartRadio Wango Tango;

the iHeartRadio Jingle Ball Tour;

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iHeartRadio ALTer Ego;

the iHeartRadio Podcast Awards and iHeartRadio Fiesta Latina.

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.

the iHeart Podcast Awards and iHeartRadio Fiesta Latina.

In 2023, our events resulted in revenue of $191.4 million in 2023, $189.0 million in 2022 and $160.3 million in 2021 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 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;

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

and its audio industry-leading social media footprint.

Our Digital Audio Group segment includes our fast-growing podcasting business, which is the number one podcast publisher in the U.S.

according to Podtrac - as well as our industry-leading iHeartRadio digital service, available across more than 500 platforms and 2,000 devices, our digital sites, newsletters, digital services and programs, our audio technology companies and ad tech platforms, including Unified, Voxnest, Triton Digital, and Omny Studios, and our audio industry-leading social media footprint.

Our Digital Audio segment revenue was $1,069.2 million in 2023, $1,021.8 million in 2022 and $834.5 million in 2021.

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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.

iHeartMedia is the number one podcast publisher, as measured by Podtrac with 369 million global monthly downloads and streams and 30 million U.S.

As measured by Podtrac, iHeartMedia is the number one podcast publisher with 366 million global monthly downloads and streams and 33 million U.S.

unique monthly users in December 2023 and has the most shows featured in the Top 10 across all categories including Stuff You Should Know, The Breakfast Club, The Herd with Colin Cowherd, and many more.

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

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

Podcasting generated revenue of $407.8 million in 2023, $358.4 million in 2022 and $252.6 million in 2021.

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Our reach extends across more than 500 platforms and thousands of different connected devices.

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

Our digital business is comprised of free ad-supported streaming offerings, subscription streaming services, 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.

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

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

Digital excluding podcast generated revenue of $661.3 million in 2023, $663.4 million in 2022 and $581.9 million in 2021.

In 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.

Audio & Media Services Group:

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

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

representing more than 3,500 non-iHeartMedia radio stations and over 850 television stations, along with their respective digital platforms.

Katz Media generates revenue via commissions on media sold.

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

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

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

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

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

We have made, and continue to make, significant investments so we can provide an ad-buying experience similar to that which was once only available from digital-only companies.

We have made, and continue to make, investments so we can provide an ad-buying experience similar to that which was once only available from digital-only companies.

Our SmartAudio suite of data targeting and attribution products provides improved planning and automated ad-buying by relying on sophisticated planning algorithms and a cloud-based network across all of iHeartMedia's broadcast radio inventory to deliver highly optimized plans to our advertising customers.

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We continue to expand the spectrum of choices for our listeners-both in terms of compelling content and the array of ways in which it can be consumed.

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

We have launched (i) BIN:

Black Information Network, the first and only 24/7 national and local all news audio service dedicated to providing an objective, accurate and trusted source of continual news coverage with a Black voice and perspective;

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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;

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

and (v) our broad range of sports programming.

(iv) Outspoken Podcast Network, a new podcast network designed to elevate the impactful culture of the LGBTQ+ community;

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

and (vi) our broad range of sports programming.

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

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

In addition, the proliferation of connected TVs, voice assistants, smart auto and other connected devices greatly increases the range of options for accessing and interacting with our content, with significant increases to listenership across these devices in 2022.

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

Notably, iHeartRadio, our all-in-one digital music, podcast and live streaming digital radio service, is available on an

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

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

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

We believe that podcasting is to talk what streaming is to music and is the next strategic audio platform.

Our podcasting platform allows us to capture incremental revenue as well as extend station brands, personalities and events onto a new platform-ultimately extending and deepening our consumer relationships and our opportunities for additional advertising revenue.

Our podcasting platform allows us to capture incremental revenue as well as extend station brands, personalities and events onto a new platform-ultimately growing and deepening our consumer relationships and our opportunities for additional advertising revenue.

Employing technology to gain greater penetration of the full spectrum of advertising clients and segments

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 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.

As an indication of the size of the potential opportunity, we currently have approximately 42,000 total clients, whereas some of our largest social and search competitors that utilize technology solutions for advertisers of all sizes have millions of clients.

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

In 2020, we acquired Unified Enterprises Corp., which provides customers with a complete advertising solution across all forms of digital media, including the information and intelligence data that they need to make informed decisions about their advertising investments.

Additionally, in 2020, we acquired Voxnest, Inc., a podcast programmatic technology solutions business that allows for the consolidation of the fragmented podcast marketplace and the best-in-class provider of podcast analytics, enterprise publishing tools, programmatic integration and targeted ad serving.

With this acquisition, we are able to provide podcast advertisers with additional targetable inventory at scale by allowing the effective and efficient monetization across an entire range of podcast inventory on this one-of-a-kind programmatic platform.

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

We previously acquired the following companies to further expand our advertising technology capabilities:

• Unified Enterprises Corp.

is a software company that provides customers with a complete advertising solution across all forms of digital media, including the information and intelligence data that they need to make informed decisions about their advertising investments.

• Voxnest, Inc.

is a podcast programmatic technology solutions business that allows for the consolidation of the fragmented podcast marketplace and the best-in-class provider of podcast analytics, enterprise publishing tools, programmatic integration and targeted ad serving.

Voxnest enables us to provide podcast advertisers with additional targetable inventory at scale by allowing the effective and efficient monetization across an entire range of podcast inventory on this one-of-a-kind programmatic platform.

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

These acquisitions, coupled with our leading broadcast footprint, establish us as the only company able to provide a complete set of advertising technology and measurement solutions for all forms of audio:

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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 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.

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

As with all of our platforms, the data collection from these sources is valuable to both our product creation process and our advertisers.

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

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

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 as newer, 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 content allows us to compete effectively against other radio businesses, as well as with other media, entertainment and digital platforms, such as streaming audio services, satellite radio, podcasts, other Internet-based streaming music services, ad tech, television, live entertainment, large scale online advertising platforms, and social media.

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

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Our legacy competition for the radio, podcast and digital advertising market includes legacy broadcast radio operators, as well as satellite radio companies, podcasters and streaming music companies with ad supported components of their business.

We also compete in the larger U.S.

advertising market-inclusive of the radio, podcast and digital opportunity-by developing and offering competitive advertising products intended to attract advertising and marketing dollars that might otherwise go to companies in the cable and broadcast television, digital, search, Internet, audio, print, newspaper, sponsorship and other advertising spaces.

We compete in the larger U.S.

advertising market-inclusive of the radio, podcast and digital opportunity-by developing and offering competitive advertising products intended to attract advertising and marketing dollars that might otherwise go to companies in the television, digital, search, Internet, audio, social media, print, sponsorship and other advertising spaces.

Intellectual Property

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We seek to protect our investments made into the development of our technology by relying on a combination of patents, trademarks, copyrights, trade secrets, know‑how, confidentiality agreements and procedures, non‑disclosure agreements with third parties, employee disclosure and invention assignment agreements and other contractual rights.

As of December 31, 2022, we own approximately 261 issued U.S.

As of December 31, 2023, we own 271 issued U.S.

patents, 52 pending U.S.

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trademarks registrations, 25 U.S.

trademark applications, 704 state trademark registrations, 30 state trademark applications, 514 foreign registered trademarks and 55 foreign trademark applications.

trademark applications, 414 state trademark registrations, 476 foreign registered trademarks and 7 foreign trademark applications.

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

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and we continue to pursue additional patent protection where appropriate and cost effective.

We intend to hold these patents as part of our strategy to protect and defend the Company’s technology, including to protect and defend the Company in patent‑related litigation.

We intend to hold these patents as part of our strategy to protect and defend our technology, including to protect and defend the Company in patent‑related litigation.

Our registered trademarks in the U.S.

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Human Capital Management

Of the many strengths that iHeartMedia possesses, none is more valuable than our people.

Our business relies on our ability to attract and retain talented employees.

To attract and retain talent, we seek to provide a work environment that creates a diverse, inclusive and supportive workplace, with opportunities for our employees to grow and develop in their careers and provides meaningful work, supported by competitive compensation, benefits and health and wellness programs, and by programs that build connections between our employees and their communities.

Our employees are iHeartMedia's most valuable resource.

We are committed to attracting and retaining a skilled and talented workforce.

Our focus is on fostering a workplace that encourages growth, development, and progression for every team member.

We offer competitive compensation, comprehensive benefits, and health and wellness programs.

Additionally, we are dedicated to building connections between our employees and the communities we serve.

Workforce Composition

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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 6.5% of our workforce subject to collective bargaining agreements.

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

We believe we maintain positive relationships with our union and non-union employees as evidenced by our 2023 retention rate of 86%.

Total Rewards

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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:

We operate in a highly competitive environment and make significant investments in our people and strive to provide competitive pay and comprehensive benefits (eligibility varies depending on full-time and/or union status) including:

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

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• Paid parental leave for both primary and secondary caregivers;

• Fertility assistance;

• Mental health care and resources;

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

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

• 401(k) plan;

• 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.

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

Talent Development & Training

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 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.

As a company, we value diversity and respect all voices, from both inside and outside our Company.

We invest in a variety of employee skills 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.

In 2023, we also launched a new live sales training curriculum for our newly hired Sales Account Executives.

As a company, we strive to value diversity and respect all voices, from both inside and outside our Company.

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

One of our top priorities at iHeartMedia is to create an inclusive organizational culture to attract and develop a dynamic workforce that is as diverse as the audiences and communities we serve, which includes and supports gender identity, race, sexual orientation, ethnicity, religion, socioeconomic background, age, disability, national origin and more.

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 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.

We have continued to make important progress and are making investments across the Company, including forming key partnerships internally and externally, engaging in research and discussion, and closely collaborating with our leadership

The Company’s engagement and investment in its workforce, communities and equity and inclusivity efforts are vital to our strategic plans and business purpose, especially with employees, advertisers and listeners.

Our inclusivity goals focus on four key areas of strategic priority and focus that align with business results.

• Building an inclusive culture;

• Advancing inclusive content with diverse perspectives;

• Expanding outreach and efforts to strengthen community ties;

• Facilitating an environment for growth, development, and advancement.

Inclusivity efforts are led by our Chief Human Resources Officer/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 skills and experience, resulting in board members with diverse backgrounds, including, among other attributes, gender, ethnicity, background, and professional experience.

Workplace Safety

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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.

We are collectively committed to providing and following all public health and 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.

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

For information regarding the seasonality of our business, please refer to Part II, Item 7, Management's Discussion and Analysis of Financial Conditions and Results of Operations and Part I, Item 1A.

Risk Factors, “ The success of our business is dependent upon advertising revenues, which are seasonal, and cyclical, and may also fluctuate as a result of a number of factors, some of which are beyond our control .” included elsewhere in this Annual Report on Form 10-K.

Regulation of our Business

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In markets with 14 or fewer stations, one entity may have an attributable interest in up to five stations, of which no more than three are in the same service, so long as the entity does not have an interest in more than 50 percent of all stations in the market.

To apply these ownership tiers, the FCC relies on Nielsen Metro Survey Areas, where they exist, and a signal contour‑overlap methodology where they do not exist.

The Communications Act requires the FCC to periodically review its media ownership rules, and those reviews have been and continue to be the subject of litigation and follow-on regulatory proceedings.

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

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

To apply these ownership tiers, the FCC relies on Nielsen Metro Survey Areas, where they exist, and a signal contour‑overlap methodology elsewhere.

The Communications Act requires the FCC to periodically review its media ownership rules, and those reviews have been and continue to be the subject of regulatory proceedings and litigation.

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

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

In June 2021, following a Supreme Court decision, the FCC sought comment to refresh the record in its 2018 quadrennial review.

In response to a petition for writ of mandamus filed by the National Association of Broadcasters and a resulting order of the United States Court of Appeals for the D.C.

Circuit, on December 26, 2023 the FCC issued an order resolving the 2018 quadrennial review.

In that order, the FCC decided to retain the numerical limits on local radio ownership intact and to make permanent the signal contour‑overlap methodology that had applied on an interim basis in markets outside of Nielsen Metro Survey Areas.

In addition, in December 2022, the FCC commenced the 2022 Quadrennial review of its broadcast ownership rules.

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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(“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 that commenced effective January 1, 2022 and continuing thereafter.

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

These licenses periodically come up for renewal, and as a result one or more of our PRO licenses currently are the subject of renewal negotiations and/or rate-setting proceedings pertaining to certain historical and future periods.

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

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

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

There is no guarantee that the licenses and associated royalty rates that currently are available to us will be available to us in the future.

There is no guarantee that the licenses and associated royalty rates that currently are available to us will be available to us in the future nor is there any guarantee that we will be able to profitably operate our digital on-demand music service profitably.

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 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.

Some, but not all, record companies have agreed to waive or provide limited relief from certain of these conditions under certain circumstances for set periods of time.

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

Potential Changes

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Beyond compliance with FCC rules governing media ownership, our acquisition of additional radio stations or other businesses could receive scrutiny or challenge under the federal antitrust laws.

Transactions that meet specified size thresholds are subject to applicable waiting periods and possible review under the Hart‑Scott‑Rodino Act (the “HSR Act”) by the DOJ or the FTC Whether or not an acquisition is required to be reported under the HSR Act, the antitrust authorities may investigate the transaction and may take such action under the antitrust laws as they deem necessary, including seeking to enjoin the acquisition or requiring divestiture of the acquired assets or certain of our other assets.

Any future iHeart acquisition could be the subject of review and/or remedial action by antitrust authorities, particularly if it involves businesses or markets in which we already hold a significant market share.

Privacy and Data Protection

Privacy and data protection legislation and regulation play a significant role in our business.

Transactions that meet specified size thresholds are subject to applicable waiting periods and possible review under the Hart‑Scott‑Rodino Act (the “HSR Act”) by the DOJ or the FTC.

Whether or not an acquisition is required to be reported under the HSR Act, the antitrust authorities may investigate the transaction and may take such action under the antitrust laws as they deem necessary, including seeking to enjoin the acquisition or requiring divestiture of the acquired assets or certain of our other assets.

Any future acquisition by us could be the subject of review and/or remedial action by antitrust authorities, particularly if it involves businesses or markets in which we already hold a significant market share.

Privacy, Data Protection and Consumer Protection

Privacy, data protection and consumer protection legislation and regulation play a significant role in our business.

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.

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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.

We use and share this information for a variety of business purposes including for marketing our own products and services, 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, and their interests as inferred from their web browsing or app usage activity.

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 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

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.

We are subject to a number of federal, state and foreign laws and regulations relating to consumer protection, direct marketing, information security, data protection and privacy, including children's privacy.

While some of these laws and

regulations are still evolving, they have impacted, and will continue to impact our business by restricting our marketing activities and 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.

For example, the Federal Trade Commission and state regulators enforce a variety of data privacy issues, such as promises made in privacy policies or failures to appropriately protect information about individuals, as unfair or deceptive acts or practices in or affecting commerce in violation of the Federal Trade Commission Act or similar state laws.

Comprehensive state privacy laws are now in effect in several states, and additional states have passed laws that will take effect throughout the coming years.

These new privacy laws establish data privacy rights for consumers residing in the respective states (such as rights to request deletion or correction of their personal information, or access to a copy of their personal information), impose new assessment requirements prior to undertaking higher risk data processing, grant opt-out rights (or require opt-in consent) for the collection and use of sensitive data, impose special rules on the collection of personal information from minors, create notice obligations and new limits on the “sale” of personal information or the “sharing” of personal information for cross-context behavioral advertising, and create a statutory damages framework that allows for state regulators to impose fines and penalties for violations.

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 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.

In the United States, certain of our business operations are subject to the Children’s Online Privacy Protection Act (“COPPA”), which limits what personal information we can collect directly from users of our Platforms who are under the age of 13 years, and how we can use that information.

In the area of information security and data breach notification, 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, regulators and/or other third parties if there is a security breach impacting the integrity or confidentiality of protected information.

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

For example, the California Consumer Privacy Act ("CCPA") 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 General Data Protection Regulation ("EU GDPR") and UK General Data Protection Regulation ("UK GDPR") provide potential fines up to EUR €20 million or (EU GDPR) or £17.5 million (UK GDPR) or 4% of worldwide annual turnover of the preceding financial year, whichever is greater for adequately notify relevant stakeholders and regulators of a personal data breach.

In the area of direct marketing, in the United States we are subject to laws, rules and regulations governing our marketing activities conducted by or through telephone, email, SMS/text messaging and the Internet, including the Telephone Consumer Protection Act of 1991 (“TCPA”), the Telemarketing Sales Rule (“TSR”), the CAN-SPAM Act and similar state laws, rules and regulations.

Collectively, these laws control how we use personal information to market products and services to consumers.

Notably, the TCPA provides a private right of action, for which individual plaintiffs or classes of plaintiff may bring suit seeking damages up to $500 per violation.

TCPA settlements and verdicts can be significant, depending on the size of the class and the number of alleged violative marketing calls or text messages.

Available Information

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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 1. Business