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Item 9A. Controls and Procedures

2024-02-29 compared with 2023-02-28 · 52 added, 21 removed, 277 unchanged (21% of the section changed)

45 unchanged sentences

Other Information

During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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We intend to satisfy the disclosure required by law or Nasdaq Stock Market listing standards regarding any amendment to, or waiver from, a provision of the Code of Conduct by posting such information on our website at www.iheartmedia.com.

All other information required by this item is incorporated by reference to our 2023 Annual Meeting of Stockholders (the “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 is incorporated by reference to our definitive proxy statement for our 2024 Annual Meeting of Stockholders (the “Definitive Proxy Statement”), which we expect to file with the SEC within 120 days after our fiscal year end.

Executive Compensation

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Notes to Consolidated Financial Statements

Financial Statement Schedule.

The following financial statement schedule and related report of independent auditors is filed as part of this report and should be read in conjunction with the consolidated financial statements.

Financial Statement Schedules.

The following financial statement schedules and related report of independent auditors is filed as part of this report and should be read in conjunction with the consolidated financial statements.

Schedule II Valuation and Qualifying Accounts

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

(2) During 2023 the Company reversed valuation allowances of $ 59.2 million related to 2022 state tax return true ups and capital loss carryforwards that were utilized as a result of capital gains during the period.

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.

(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.

Number Description

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(incorporated by reference to Exhibit 3.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 2, 2019).

3.2 Third Amended and Restated Bylaws of iHeartMedia, Inc., dated February 23, 2021 (incorporated by reference to Exhibit 3.2 to the Form 10-K filed by iHeartMedia, Inc.

filed on February 25, 2021).

3.2 Fourth Amended and Restated Bylaws of iHeartMedia, Inc., dated November 16, 2023 (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by iHeartMedia, Inc.

on November 22, 2023).

4.1 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 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 there to, and U.S.

4.2 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 6.375% Senior Secured Notes due 2026.

4 unchanged sentences

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 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).

Bank National Association, as trustee, 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).

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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 (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.

and Clear Channel Outdoor Holdings, Inc.

(incorporated by reference to Exhibit 10.1 of Clear Channel Outdoor Holdings, Inc.’s Current Report on Form 8-K filed on March 28, 2019).

10.2 Amendment, dated as of April 24, 2019, to the Settlement and Separation Agreement, dated as of March 27, 2019, by and among Clear Channel Holdings, Inc., Clear Channel Outdoor Holdings, Inc., iHeartCommunications, Inc.

and iHeartMedia, Inc.

(incorporated by reference to Exhibit 10.2 of iHeartMedia, Inc.’s Quarterly Report on Form 10-Q filed on April 25, 2019).

4.15* Description of Securities.

10.1 Tax Matters Agreement, dated as of May 1, 2019, by and among iHeartMedia, Inc., iHeartCommunications, Inc., iHeart Operations, Inc., Clear Channel Holdings, Inc., Clear Channel Outdoor Holdings, Inc.

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10.2† 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.

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

National Bank Association, as Notes Collateral Agent, each additional junior priority representative party thereto, iHeartMedia Capital I, LLC, iHeartCommunications, Inc.

and the other grantors party thereto (incorporated by reference to Exhibit 10.6 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 2, 2019).

10.6† 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 Term Loan Facility (incorporated by reference to Exhibit 10.7 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 2, 2019).

10.4† 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 Term Loan Facility (incorporated by reference to Exhibit 10.7 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 2, 2019).

10.5 Amendment No.

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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).

10.8 Amendment No.

4 to Term Loan Credit Agreement, by and between iHeartCommunications, Inc.

and Bank of America, N.A.

dated June 15, 2023 (incorporated by reference to Exhibit 10.1 of iHeartMedia ,Inc.’s Quarterly Report on Form 10-Q filed on August 8, 2023).

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

1 unchanged sentence

and the other grantors party thereto (incorporated by reference to Exhibit 10.8 of iHeartMedia Inc.’s Current Report on Form 8-K filed on May 2, 2019).

10.11 Revolving Loan Agreement, dated as of May 1, 2019, by and among iHeartCommunications, Inc.

and Clear Channel Outdoor, LLC and Clear Channel International, Ltd.

(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).

10.10§ iHeartMedia, Inc.

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filed on February 27, 2020).

10.29 Amendment No.

3 effective May 1, 2023 to Aircraft Lease Agreement dated as of December 23, 2013 by and between FalconAgain, Inc.

and iHeartMedia + Entertainment, Inc.

(Incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by iHeartMedia, Inc.

filed on May 2, 2023).

10.30§ iHeartMedia, Inc.

1 unchanged sentence

on April 23, 2021).

10.31§ Amendment to the iHeartMedia, Inc.

2021 Long-Term Incentive Award Plan, effective May 18, 2023 (incorporated by reference to Exhibit 10.1 of iHeartMedia, Inc.'s Current Report on Form 8-K filed on May 19, 2023).

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

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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).

10.41§ 2023 Form of iHeartMedia, Inc.

Performance Restricted Stock Unit Award Agreement (for Executive Officers) (incorporated by reference to Exhibit 10.3 of iHeartMedia, Inc.’s Quarterly Report on Form 10-Q filed on August 8, 2023).

10.42§ 2023 Form of iHeartMedia, Inc.

Performance Restricted Stock Unit Award Agreement (for Pittman/Bressler) (incorporated by reference to Exhibit 10.4 of iHeartMedia, Inc.’s Quarterly Report on Form 10-Q filed on August 8, 2023).

10.43§ 2023 Form of iHeartMedia, Inc.

Cash-Settled Performance Restricted Stock Unit Award Agreement (for Executive Officers) (incorporated by reference to Exhibit 10.5 of iHeartMedia, Inc.’s Quarterly Report on Form 10-Q filed on August 8, 2023).

10.44§ 2023 Form of iHeartMedia, Inc.

Cash-Settled Performance Restricted Stock Unit Award Agreement (for Pittman/Bressler) (incorporated by reference to Exhibit 10.6 of iHeartMedia, Inc.’s Quarterly Report on Form 10-Q filed on August 8, 2023).

10.45§ 2023 Form of iHeartMedia, Inc.

Cash-Settled Restricted Stock Unit Award Agreement (for Executive Officers) (incorporated by reference to Exhibit 10.7 of iHeartMedia, Inc.’s Quarterly Report on Form 10-Q filed on August 8, 2023).

10.46§ 2023 Form of iHeartMedia, Inc.

Cash-Settled Restricted Stock Unit Award Agreement (for Pittman/Bressler) (incorporated by reference to Exhibit 10.8 of iHeartMedia, Inc.’s Quarterly Report on Form 10-Q filed on August 8, 2023).

10.47§ 2024 Form of iHeartMedia, Inc.

Restricted Stock Unit Award Agreement (for Executive Officers).

10.48§ 2024 Form of iHeartMedia, Inc.

Restricted Stock Unit Award Agreement (for Pittman/Bressler).

10.49§ 2024 Form of iHeartMedia, Inc.

Performance Restricted Stock Unit Award Agreement (for Executive Officers).

10.50§ 2024 Form of iHeartMedia, Inc.

Performance Restricted Stock Unit Award Agreement (for Pittman/Bressler).

10.51§ 2024 Form of iHeartMedia, Inc.

Cash-Settled Restricted Stock Unit Award Agreement (for Executive Officers).

10.52§ 2024 Form of iHeartMedia, Inc.

Cash-Settled Restricted Stock Unit Award Agreement (for Pittman/Bressler).

10.53§ 2024 Form of iHeartMedia, Inc.

Cash-Settled Performance Restricted Stock Unit Award Agreement (for Executive Officers).

10.54§ 2024 Form of iHeartMedia, Inc.

Cash-Settled Performance Restricted Stock Unit Award Agreement (for Pittman/Bressler).

21* Subsidiaries.

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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1* Policy for Recovery of Erroneously Awarded Compensation

101.INS* Inline XBRL Instance Document.

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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 9A. Controls and Procedures