What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-27 compared with 2024-02-29 · 380 added, 355 removed, 961 unchanged (43% of the section changed)

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We have audited the accompanying consolidated balance sheets of iHeartMedia, Inc.

and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of comprehensive loss, changes in stockholders' equity (deficit) and cash flows for each of the three years in the period ended December 31, 2023, the related notes and the financial statement schedules listed in the Index at Item 15(a)2 (collectively referred to as the “consolidated financial statements”).

and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of comprehensive loss, changes in stockholders' equity (deficit) and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedules listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Goodwill and Indefinite-Lived Intangibles

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Multiplatform Group and Digital Audio Group Goodwill

Description of the Matter

As described in Note 1 and Note 4 to the consolidated financial statements, at December 31, 2023 the Company’s goodwill was $1.7 billion and FCC licenses with indefinite lives were $1.1 billion.

Management conducts impairment tests for goodwill and indefinite-lived intangibles annually, or more frequently, if events or circumstances indicate the carrying value of goodwill or indefinite-lived intangibles may be impaired.

In the second quarter, the Company performed an interim impairment test which resulted in a goodwill impairment charge of $595.5 million related to the Multiplatform, Digital Audio, and RCS reporting units, and FCC license impairment charges of $363.6 million.

Auditing management’s impairment tests for goodwill and intangible assets with indefinite lives was complex and highly judgmental and required the involvement of a valuation specialist due to the significant estimation required to determine the fair value of the reporting units and FCC licenses.

For goodwill and FCC licenses, the fair value estimates in the discounted cash flow models are sensitive to assumptions such as changes in projected revenue growth rates, earnings before interest, taxes, depreciation, and amortization (“EBITDA”) margins, and discount rates.

All of these assumptions are sensitive to and affected by expected future market or economic conditions.

As described in Note 1 and Note 4 to the consolidated financial statements, at December 31, 2024 the Company’s goodwill was $1.1 billion.

Management conducts impairment tests for goodwill annually, or more frequently, if events or circumstances indicate the carrying value of goodwill may be impaired.

In the second quarter, the Company performed an interim impairment test which resulted in a goodwill impairment charge of $616.1 million related to the Multiplatform, and RCS reporting units.

Auditing management’s interim impairment tests for the Multiplatform Group ("MPG") and Digital Audio Group ("DAG") goodwill was complex and judgmental and required the involvement of a valuation specialist.

The fair value of these reporting units was estimated by the Company using a discounted cash flow approach.

The Company's discounted cash flow models involve assumptions such as changes in projected revenue growth rates, earnings before interest, taxes, depreciation, and amortization (“EBITDA”) margins, and discount rates.

These assumptions are sensitive to and affected by expected future market or economic conditions.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill and FCC licenses impairment review process, including controls over management’s review of the significant assumptions described above.

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment review process, including controls over management’s review of the significant assumptions described above and management's review of data used in their valuation models.

This included evaluating controls over the Company’s forecasting process used to develop the estimated future cash flows.

We also tested controls over management’s review of the data used in their valuation models and review of the significant assumptions.

To test the estimated fair values of the Company’s reporting units and FCC licenses, our audit procedures included, among others, evaluating the Company's selection of the valuation methodology, evaluating the methods and significant assumptions used by management, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions mentioned above and estimates.

We compared the projected cash flows to the Company’s historical cash flows and other available market forecast information, including third-party industry projections for the advertising industry.

To test the estimated fair values of the MPG and DAG reporting units, our audit procedures included, among others, evaluating the Company's selection of the valuation methodology, evaluating the significant assumptions used by management, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions mentioned above.

We compared the projected cash flows to the Company’s historical cash flows and other available market forecast information, including third-party projections for the advertising industry.

We involved our valuation specialists to assist in reviewing the valuation methodology and testing the discount rates.

We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting units and FCC licenses that would result from changes in the assumptions.

In addition, for goodwill we also tested management’s reconciliation of the fair value of the reporting units to the market capitalization of the Company.

In addition, we also tested management’s reconciliation of the fair value of the reporting units to the market capitalization of the Company.

Valuation of FCC licenses

Description of the Matter

As described in Note 1 and Note 4 to the consolidated financial statements, at December 31, 2024 the Company’s FCC licenses with indefinite lives were $0.8 billion.

Management conducts impairment tests for indefinite-lived intangibles annually, or more frequently, if events or circumstances indicate the carrying value of indefinite-lived intangibles may be impaired.

In the second quarter, the Company performed an interim impairment test which resulted in FCC license impairment charges of $ 304.1 million.

Auditing management’s interim impairment tests for FCC licenses was complex and judgmental and required the involvement of a valuation specialist.

The fair value of the FCC license was estimated by the Company using a discounted cash flow approach and market approach.

The Company's discounted cash flow models involved assumptions such as changes in projected revenue growth rates, earnings before interest, taxes, depreciation, and amortization (“EBITDA”) margins, and discount rates.

These assumptions are sensitive to and affected by expected future market or economic conditions.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s FCC licenses impairment review process, including controls over management’s review of the significant assumptions described above and management’s review of data used in their valuation models.

To test the estimated fair values of the Company’s FCC licenses, our audit procedures included, among others, evaluating the Company's selection of the valuation methodology, evaluating the significant assumptions used by management, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions mentioned above.

We compared the projected revenue growth rates and EBITDA margins utilized within the Company's forecasted cash flows to external third-party projections for the advertising industry, to the Company's peer group, and to the recent historical results of the Company.

We involved our valuation specialists to assist in reviewing the valuation methodology and testing the discount rates.

We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the FCC licenses that would result from changes in the assumptions.

Comprehensive Debt Exchange Transaction

Description of the Matter

As described in Note 1 and Note 6 to the consolidated financial statements, on December 20, 2024 the Company completed a comprehensive debt exchange offer and consent solicitation (“the Transaction”) whereby a portion of its existing 6.375% Senior Secured Notes due 2026, 5.250% Senior Secured Notes due 2027, 4.750% Senior Secured Notes due 2028, 8.375% Senior Notes due 2027, and its Senior Secured First Lien Term Loans due 2026 (collectively “Existing Notes”) were exchanged for new Senior Secured First Lien Notes, new Senior Secured Second Lien Notes, and new Senior Secured First Lien Term Loans (collectively “New Notes”).

The exchange with certain debt holders who participated in the Transaction was accounted for as troubled debt restructuring (“TDR”), while the exchange with remaining debt holders who participated in the Transaction was accounted for as a modification under ASC 470, Debt.

As a result of the Transaction, the Company recorded the income tax effects of the transaction as described in Note 8.

Auditing management’s accounting for the Transaction was challenging due to the discrete analysis of the terms of the exchange for each lender which necessitated the use of professionals with specialized knowledge to address various components of the transaction.

In addition, evaluating the income tax effects of the Transaction was complex as it required the use of tax and valuation specialists to audit the calculations used in determining the associated tax benefit recorded.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s accounting for the Transaction, including management's review controls over the technical accounting aspects of the Transaction, the related calculations described above and the income tax effects of the Transaction.

Our procedures included, among others, reading the underlying agreements and assessing the terms in relation to the relevant accounting principles, testing of the completeness and accuracy of the underlying data and testing the calculations supporting the TDR and debt modification accounting.

Specifically, we recalculated the TDR assessments and the debt modification versus debt extinguishment assessments that were performed for each debt holder and evaluated the methodology in accordance with the relevant accounting principles We vouched cash paid in the Transaction and tested a sample of transaction costs for completeness and accuracy.

We also obtained external confirmations from legal representatives with respect to the completeness of documents associated with the Transaction to be considered in the Company’s accounting assessments.

With respect to the income tax accounting for the transaction, we evaluated management’s calculations and tax technical positions.

We involved our valuation specialists to assist us in auditing the related valuations used to support the tax accounting principles and tax technical guidance.

/s/ Ernst & Young LLP

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2024 December 31,

CURRENT ASSETS

Cash and cash equivalents $ 259,580 $ 346,382

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Commitments and contingent liabilities (Note 7)

STOCKHOLDERS’ EQUITY (DEFICIT)

STOCKHOLDERS' DEFICIT

Noncontrolling interest 5,289 9,397

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( 10,953 ) ( 10,127 )

Total Stockholders' Equity (Deficit) ( 384,758 ) 684,506

Total Liabilities and Stockholders' Equity (Deficit) $ 6,952,611 $ 8,335,887

Total Stockholders' Deficit ( 1,371,780 ) ( 384,758 )

Total Liabilities and Stockholders' Deficit $ 5,571,696 $ 6,952,611

See Notes to Consolidated Financial Statements

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Direct operating expenses (excludes depreciation and amortization) 1,588,931 1,494,234 1,480,326

1,494,234 1,480,326 1,324,657

Selling, general and administrative expenses (excludes depreciation and amortization) 1,693,679 1,656,171 1,592,946

1,656,171 1,592,946 1,519,355

Depreciation and amortization 409,582 428,483 445,664

Impairment charges 922,681 965,087 311,489

Other operating expense, net 4,361 24,998 32,320

Other operating expense 2,767 4,361 24,998

Operating income (loss) ( 763,108 ) ( 797,311 ) 56,860

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Equity in loss of nonconsolidated affiliates ( 2,646 ) ( 3,530 ) ( 11 )

Gain (loss) on extinguishment of debt 56,724 30,214 ( 11,600 )

Gain (loss) on extinguishment of debt and exchange costs ( 97,305 ) 56,724 30,214

Other expense, net ( 926 ) ( 655 ) ( 2,295 )

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Foreign currency translation adjustments ( 757 ) 203 ( 1,074 )

Other Comprehensive income (loss) 203 ( 1,074 ) ( 451 )

Other comprehensive income (loss), net of tax ( 757 ) 203 ( 1,074 )

Comprehensive loss ( 1,010,698 ) ( 1,102,457 ) ( 265,737 )

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Comprehensive

Income (Loss) Treasury

Loss Treasury

Shares Class B

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Balances at December 31, 2021

120,633,937 21,590,192 5,304,430 $ 8,410 $ 142 $ 2,876,571 $ ( 1,962,819 ) $ ( 257 ) $ ( 6,282 ) $ 915,765

Net income (loss) 1,993 — — ( 264,663 ) — — ( 262,670 )

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Share-based compensation — — 35,457 — — — 35,457

Dividends declared and paid to noncontrolling interests ( 794 ) — — — — — ( 794 )

Conversion of Special Warrants to Class A and B Shares 96,516 96,602 ( 193,118 ) — — — — — — —

Conversion of Class B Shares to Class A Shares 209,613 ( 209,613 ) — — — — — — —

Other 2,982 ( 750 ) — — — — — ( 750 )

Other comprehensive loss — — — — ( 1,074 ) — ( 1,074 )

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Share-based compensation — — 34,598 — — — 34,598

Dividends declared and paid to noncontrolling interests ( 2,533 ) — — — — — ( 2,533 )

Conversion of Special Warrants to Class A and B Shares 9,383 59 ( 9,442 ) — — — — — — —

Conversion of Class B Shares to Class A Shares 129,877 ( 129,877 ) — — — — — — —

Other ( 794 ) — — — — — ( 794 )

Other comprehensive loss — — — — ( 1,074 ) — ( 1,074 )

Other comprehensive income — — — — 203 — 203

Balances at December 31, 2023

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Share-based compensation — — 28,610 — — — 28,610

Dividends declared and paid to noncontrolling interests ( 4,555 ) — — — — — ( 4,555 )

Conversion of Special Warrants to Class A and B Shares 62,547 — ( 62,547 ) — — — — — — —

Conversion of Class B Shares to Class A Shares 61,449 ( 61,449 ) — — — — — — —

Other ( 2,533 ) — — — — — ( 2,533 )

Other comprehensive income — — — — 203 — 203

Other comprehensive loss — — — — ( 757 ) — ( 757 )

Balances at December 31, 2024

127,474,033 21,285,914 5,039,323 $ 5,289 $ 149 $ 2,975,703 $ ( 4,340,083 ) $ ( 1,885 ) $ ( 10,953 ) $ ( 1,371,780 )

(1) The Company's Preferred Stock is not presented in the data above as there were no shares issued and outstanding in 2023, 2022, 2021, or 2020, respectively.

(1) The Company's Preferred Stock is not presented in the data above as there were no shares issued and outstanding in 2024, 2023, 2022, or 2021.

See Notes to Consolidated Financial Statements

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Loss on disposal of operating and other assets 1,466 2,290 23,306

(Gain) loss on investments 28,130 1,045 ( 43,643 )

(Gain) loss on investments, net ( 75,523 ) 28,130 1,045

Equity in loss of nonconsolidated affiliates 2,646 3,530 11

(Gain) loss on extinguishment of debt 275 ( 56,724 ) ( 30,214 )

Barter and trade income ( 51,874 ) ( 33,315 ) ( 40,652 )

Equity in loss of nonconsolidated affiliates 3,530 11 1,138

Other reconciling items, net 1,594 347 692

Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:

Increase in accounts receivable ( 31,091 ) ( 20,867 ) ( 205,200 )

(Increase) decrease in prepaid expenses and other current assets ( 26,485 ) ( 13,362 ) 4,746

Changes in operating assets and liabilities:

(Increase) Decrease in accounts receivable 28,388 ( 31,091 ) ( 20,867 )

(Increase) Decrease in prepaid & other current assets 7,628 ( 26,485 ) ( 13,362 )

(Increase) Decrease in other long-term assets 814 7,269 ( 4,776 )

Increase in accounts payable and accrued expenses 28,217 22,671 153,938

Increase (Decrease) in accounts payable 18,593 ( 3,097 ) 34,443

Increase (Decrease) in accrued expenses 54,508 87,773 ( 5,250 )

Decrease in accrued interest ( 39,453 ) ( 2,177 ) ( 3,818 )

Increase in deferred revenue 18,495 2,707 8,229

Increase in other long-term liabilities 55,108 7,340 2,382

Increase (Decrease) in deferred revenue ( 15,633 ) 18,495 2,707

Increase (Decrease) in other long-term liabilities 1,985 ( 1,351 ) 818

Net cash provided by operating activities 71,429 213,062 420,075

Cash flows from investing activities:

Business combinations ( 4,939 ) — ( 245,462 )

Proceeds from sale of investments 3,864 902 50,757

Proceeds from disposal of assets 56,956 36,830 37,463

Proceeds from sale of investment securities 101,756 3,864 902

Purchases of property, plant and equipment ( 97,594 ) ( 102,670 ) ( 160,969 )

Proceeds from disposal of assets 3,154 56,956 36,830

Change in other, net ( 6,808 ) ( 9,484 ) ( 5,989 )

Net cash used for investing activities ( 51,334 ) ( 129,226 ) ( 346,790 )

Net cash provided by (used for) investing activities 508 ( 51,334 ) ( 129,226 )

Cash flows from financing activities:

Payments on long-term debt and credit facilities ( 148,433 ) ( 300,135 ) ( 352,383 )

Payments on long term debt ( 151,357 ) ( 148,433 ) ( 300,135 )

Dividends and other payments to noncontrolling interests ( 4,555 ) ( 2,533 ) ( 794 )

Change in other, net ( 2,433 ) ( 1,192 ) ( 5,179 )

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This structure provides visibility into the underlying performances, results, and margin profiles of our distinct businesses and enables senior management to monitor trends at the operational level and address opportunities or issues as they arise via regular review of segment-level results and forecasts with operational leaders.

The Company's segment profitability metric is Segment Adjusted EBITDA which is reported to the Company's Chief Operating Decision Maker for purposes of making decisions about allocation of resources to, and assessing performance of, each reportable segment.

The Company's segment profitability metric is Segment Adjusted EBITDA which is reported to the Company's Chief Operating Decision Maker ("CODM") for purposes of making decisions about allocation of resources to, and assessing performance of, each reportable segment.

The Company’s CODM is our Chief Executive Officer.

Segment Adjusted EBITDA is calculated as Revenue less operating expenses, excluding restructuring expenses and share-based compensation expenses.

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economy could have a significant impact on the Company's ability to generate revenue and cash flows.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES Act”) was signed into law.

The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property.

The Company was able to defer the payment of $ 29.3 million in certain employment taxes during 2020, half of which was due and paid on January 3, 2022 and the other half was due and paid on January 3, 2023.

In addition, the Company claimed $ 12.4 million in refundable payroll tax credits related to the CARES Act provisions, of which $ 0.7 million was received in 2020, $ 3.8 million was received in 2021 and $ 7.9 million was received in 2022.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Economic uncertainty due to inflation and higher interest rates since 2022 has resulted in, among other things, lower advertising spending by businesses.

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No impairment was required as a result of the 2024 annual impairment testing.

As of December 31, 2023, the Company had $ 346.4 million in cash and cash equivalents, and the $ 450.0 million senior secured asset-based revolving credit facility entered into on May 17, 2022 (the "ABL Facility") had a facility size of $ 450.0 million, no outstanding borrowings and $ 24.3 million of outstanding letters of credit, resulting in $ 425.7 million of borrowing base availability.

As of December 31, 2024, the Company had $ 259.6 million in cash and cash equivalents, and the $ 450.0 million senior secured asset-based revolving credit facility entered into on May 17, 2022 (the "ABL Facility") had a facility size of $ 450.0 million, no outstanding borrowings and $ 23.7 million of outstanding letters of credit, resulting in $ 426.3 million of borrowing base

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

availability.

The Company's total available liquidity as of December 31, 2024 was approximately $ 685.9 million.

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The Company believes its concentration of credit risk is limited due to the large number of its customers.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Business Combinations

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Furniture and other equipment – 5 to 7 years

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Leasehold improvements – shorter of economic life or lease term assuming renewal periods, if appropriate

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Arrangements are evaluated at inception to determine whether such arrangements contain a lease.

Operating leases primarily include land and building lease contracts and leases of radio towers.

Operating leases primarily include land and building lease contracts as well as leases of radio towers.

Arrangements to lease building space consist primarily of the rental of office space, but may also include leases of other equipment, including automobiles and copiers.

Operating leases are reflected on the Company's balance sheet within Operating lease right-of-use ("ROU") assets and the related short-term and long-term liabilities are included within Current and Noncurrent operating lease liabilities, respectively.

The Company's finance leases are included within Property, plant and equipment with the related liabilities included within Long-term debt.

The Company's finance leases are included within Property, plant and equipment, net with the related liabilities included within Long-term debt.

ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease.

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Payments due to changes in inflationary adjustments are included within variable rent expense, which is accounted for separately from periodic straight-line lease expense.

Amounts related to insurance and property taxes in lease arrangements when billed on a pass-through basis are allocated to the lease and non-lease components of the lease based on their relative standalone selling prices.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Certain of the Company's leases provide options to extend the terms of the agreements.

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To the extent the estimated fair value is less than the net book value of the ROU asset, the Company records a non-cash impairment charge for the difference, and the remaining ROU asset is recorded ratably over the remaining lease term.

If it is determined that subleasing the property for the remaining lease term is not reasonable (e.g.

the remaining lease term is too short to reasonably expect the property to be subleased), amortization of the net book value of the ROU asset is accelerated and recognized as expense ratably from the decision date to the date the Company ceases use of the property.

If it is determined that subleasing the property for the remaining lease term is not reasonable (e.g., the remaining lease term is too

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

short to reasonably expect the property to be subleased), amortization of the net book value of the ROU asset is accelerated and recognized as expense ratably from the decision date to the date the Company ceases use of the property.

Indefinite-lived Intangible Assets

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The residual year cash flow was capitalized to arrive at the terminal value of the licenses in each market.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Under the direct valuation method, it is assumed that rather than acquiring indefinite-lived intangible assets as part of a going concern business, the buyer hypothetically develops indefinite-lived intangible assets and builds a new operation with similar attributes from scratch.

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This data is populated using industry normalized information representing an average asset within a market.

The Company obtained recent broadcast radio industry revenue projections which it considered along with various other sources of data in developing the assumptions used for purposes of performing impairment testing on our FCC licenses.

Other Intangible Assets

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These assets are recorded at amortized cost.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In accordance with ASC 360, we assess the recoverability of definite-lived intangible assets whenever events and circumstances indicate that they might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets.

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Investments in notes receivable are evaluated for credit losses in accordance with ASC 326, Financial Instruments-Credit Losses , on a quarterly basis or when indicators of credit loss exist.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Financial Instruments

Due to their short maturity, the carrying amounts of accounts and notes receivable, accounts payable, accrued liabilities, and short-term borrowings approximated their fair values at December 31, 2024 and 2023.

Long-Term Debt

In connection with the completed exchange offers, the Company performed an assessment by debt holder and determined that a portion met the criteria for the exchange transactions to be accounted for as a troubled debt restructuring under ASC 470-60 and a portion met the criteria for exchange transactions to be accounted for as a modification under ASC 470-50.

In both instances, the carrying value of the applicable new debt was established at the carrying value of the applicable existing debt and the Company established new effective interest rates based on the carrying value of the existing debt prior to the debt exchange.

The difference between the carrying value of the existing debt and the new debt is reflected as debt premium.

For more information regarding the previously announced exchange offers and consent solicitations, refer to Note 6, Long-Term Debt .

The Company accounts for income taxes using the liability method.

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The Company has not provided U.S.

federal income taxes for temporary differences with respect to investments in foreign subsidiaries.

federal income taxes for

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

temporary differences with respect to investments in foreign subsidiaries.

It is not apparent that these temporary differences will reverse in the foreseeable future.

If any excess cash held by our foreign subsidiaries were needed to fund operations in the U.S., the Company could presently repatriate available funds without a requirement to accrue or pay U.S.

If any excess cash held by our foreign subsidiaries was needed to fund operations in the U.S., the Company could presently repatriate available funds without a requirement to accrue or pay U.S.

The Company regularly reviews its tax liabilities on amounts that may be distributed in future periods and provides for foreign withholding and other current and deferred taxes on any such amounts, where applicable.

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The Company receives payments from customers based on billing schedules that are established in its contracts, and deferred revenue is recorded when payment is received from a customer before the Company has satisfied the performance obligation or a non-cancelable contract has been billed in advance in accordance with the Company’s normal billing terms.

The primary source of revenue in the Multiplatform Group segment is the sale of advertising on the Company’s broadcast radio stations and national and local live and virtual events.

The primary source of revenue in the Multiplatform Group segment is the sale of advertising on the Company’s broadcast radio stations and national and local live events.

Revenues for advertising spots are recognized at the point in time when the advertisement is broadcast.

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Because the transfer of promised goods and services to the customer is generally within a year of scheduled payment from the customer, the Company is not typically required to consider the effects of the time value of money when determining the transaction price.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In order to appropriately identify the unit of accounting for revenue recognition, the Company determines which promised goods and services in a contract with a customer are distinct and are therefore separate performance obligations.

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These free or discounted services are typically provided in the same performance period.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Contract Costs

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The Company records advertising expense as it is incurred.

Advertising expenses were $ 233.9 million, $ 166.1 million, and $ 166.1 million for the years ended December 31, 2023, 2022, and 2021, respectively, which include $ 210.2 million, $ 138.3 million, and $ 130.1 million in barter advertising, respectively.

Advertising expenses were $ 254.9 million, $ 233.9 million, and $ 166.1 million for the years ended December 31, 2024, 2023, and 2022, respectively, which includes $ 230.0 million, $ 210.2 million, and $ 138.3 million in barter advertising, respectively.

Share-Based Compensation

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For awards that will vest based on performance conditions, this cost is recognized when it becomes probable that the performance conditions will be satisfied.

Determining the fair value of share-based awards at the grant date requires assumptions and judgments, such as expected volatility, among other factors.

Determining the fair value of share-based awards at the grant date requires assumptions and judgment, such as expected volatility, among other factors.

Foreign Currency

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dollars using the exchange rates at the balance sheet date.

The related translation adjustments are recorded in a separate component of stockholders' equity, Accumulated other comprehensive loss.

The related translation adjustments are recorded in a separate component of stockholders' deficit, Accumulated other comprehensive loss.

Foreign currency transaction gains and losses are included in Other expense, net in the statement of comprehensive loss.

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Certain prior period amounts have been reclassified to conform to the 2024 presentation.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the Consolidated Balance Sheets to the total of the amounts reported in the Consolidated Statements of Cash Flows:

(In thousands) December 31,

2023 December 31,

Cash and cash equivalents $ 346,382 $ 336,236

Restricted cash included in:

Other current assets — 425

Total cash, cash equivalents and restricted cash in the Statement of Cash Flows $ 346,382 $ 336,661

Subsequent Events

On February 8, 2024, the sale of Broadcast Music, Inc.

("BMI") to a shareholder group led by New Mountain Capital, LLC, was completed.

Based on the Company's equity interest in BMI, the sale resulted in cash proceeds of $ 101.4 million.

The Company plans to use the proceeds for general corporate purposes, which may include the repayment of debt.

As of December 31, 2024 and 2023, the Company did not have any restricted cash balances on the Consolidated Balance Sheets.

New Accounting Pronouncements Recently Adopted

In October 2021, the FASB issued ASU No.

2021-08, Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Accounting Standards Codification 606.

The Company adopted this guidance during the first quarter of 2023.

The adoption did not have a material impact on the Company’s financial position, results of operations or cash flows.

In December 2023, the FASB issued Update 2023-07 - Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires disclosure of the title and position of the Chief Operating Decision Maker (“CODM”), an explanation of how the CODM uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources, and disclosure of expenses provided to the CODM that are included within the reported measure of segment profit or loss .

The Company retrospectively adopted this guidance during the fourth quarter of 2024.

New Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued Update 2023-07—Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures which requires disclosure of the title and position of the Chief Operating Decision Maker ("CODM"), an explanation of how the CODM uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources, and disclosure of significant expenses regularly provided to the CODM that are included within the reported measure of segment profit or loss .

The amendments of ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted, and should be applied retrospectively to all periods presented.

We are currently evaluating the impact of this standard, including timing of adoption.

In December 2023, the FASB issued Update 2023-09—Income Taxes (Topic 740):

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Early adoption is permitted, and should be applied prospectively.

We are currently evaluating the impact of this standard, including timing of adoption.

We are currently evaluating the impact of this standard on our annual disclosures.

IHEARTMEDIA, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In November 2024, the FASB issued Update 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40).

This update focuses on the disaggregation of income statement expenses, requiring entities to provide more detailed disclosures about certain expenses in their financial statements.

The amendments of ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027.

Early adoption is permitted and the amendments may be applied prospectively or retrospectively.

The Company is currently evaluating the impact of this standard on our disclosures, including timing and method of adoption.

NOTE 2 – REVENUE

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• The primary source of revenue in the Digital Audio Group segment is the sale of advertising on the Company’s podcast network, iHeartRadio mobile application and website, and station websites.

• The Company also generates revenue through contractual commissions realized from the sale of national spot and online advertising on behalf of clients of its full-service media representation business, Katz Media, which is reported in the Company’s Audio and Media Services Group segment.

• The primary source of revenue in the Audio and Media Services Group segment is the generation of revenue through contractual commissions realized from the sale of national spot and online advertising on behalf of clients of its full-service media representation business, Katz Media.

The Company also generates revenue through the sale of broadcast software and media streaming and research services as part of RCS.

IHEARTMEDIA, INC.

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Revenue, total $ 2,597,190 $ 1,021,824 $ 304,302 $ ( 11,033 ) $ 3,912,283

(1) Broadcast Radio revenue is generated through the sale of advertising time on the Company’s domestic radio stations.

(1) Broadcast Radio revenue is generated through the sale of advertising time on the Company’s radio stations.

(2) Networks revenue is generated through the sale of advertising on the Company’s Premiere and Total Traffic & Weather network programs and through the syndication of network programming to other media companies.

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(4) Digital, excluding Podcast revenue is generated through the sale of streaming and display advertisements on digital platforms and through subscriptions to iHeartRadio streaming services.

(5) Podcast revenue is generated through the sale of advertising on the Company's podcast network.

(5) Podcast revenue is primarily generated through the sale of advertising on the Company's podcast network.

(6) Audio and media services revenue is generated by services provided to broadcast industry participants through the Company’s Katz Media and RCS businesses.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenue from Leases

As of December 31, 2023, the future lease payments to be received by the Company are as follows:

(In thousands)

Total minimum future rentals $ 481

NOTE 3 – LEASES

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In connection with the transaction, the Company recorded ROU assets and lease liabilities with aggregate values of $ 26.3 million related to these leases.

The following tables provide the components of lease expense included within the consolidated statement of comprehensive loss for the years ended December 31, 2023, 2022, and 2021:

The following tables provide the components of lease expense included within the statement of comprehensive loss :

Year Ended December 31,

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Non-cash impairment of ROU assets 2,045 6,058 8,683

6,058 8,683 44,311

(1) In addition to non-cash impairment of ROU assets, the Company recorded an additional $ 0.7 million, and $ 13.4 million of non-cash impairments related to leasehold improvements in 2022 and 2021, respectively.

In 2023 there were no non-cash impairment charges related to leasehold improvements.

The following table provides the weighted average remaining lease term and the weighted average discount rate for the Company's leases as of December 31, 2023:

The following table provides the weighted average remaining lease term and the weighted average discount rate for the Company's leases:

Year Ended December 31,

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Operating lease weighted average discount rate 9.8 % 9.1 %

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2024, the Company’s future maturities of operating lease liabilities were as follows:

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(1) Lease liabilities from obtaining right-of-use assets includes new leases entered into during the years ended December 31, 2024, 2023, and 2022.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company reflects changes in the lease liability and changes in the ROU asset on a net basis in the Statements of Cash Flows.

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Property, plant and equipment, net $ 489,843 $ 558,865

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In September 2023, the Company completed a sale-leaseback of 122 of our broadcast tower sites and related assets for $ 45.3 million, and entered into operating leases for the use of space on 121 of the broadcast tower sites and related assets sold.

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FCC broadcast licenses are granted to radio stations for up to eight years under the Telecommunications Act of 1996 (the “Act”).

The Act requires the FCC to renew a broadcast license if the FCC finds that the station has served the public interest, convenience and necessity, there have been no serious violations of either the Communications Act of 1934 or the FCC’s rules and regulations by the licensee, and there have been no other serious violations which taken together constitute a pattern of abuse.

The Act requires the FCC to renew a broadcast license if the FCC finds that the station has served the public interest, convenience and necessity, there have been no violations of either the Communications Act of 1934 or the FCC’s rules and regulations by the licensee, and there have been no other violations which taken together constitute a pattern of abuse.

The licenses may be renewed indefinitely at little or no cost.

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In addition, the Company tests for impairment of indefinite-lived intangible assets whenever events and circumstances indicate that such assets might be impaired.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As discussed in Note 1, Basis of Presentation , economic uncertainty due to inflation and higher interest rates since 2022 has resulted in, among other things, lower advertising spending by businesses.

3 unchanged sentences

No impairment was identified related to our FCC licenses as part of the 2024 annual impairment test performed during the third quarter.

The Company recognized a non-cash impairment charge of $ 363.6 million on its FCC licenses as a result of the interim impairment assessment performed in the second quarter of 2023.

No impairment was identified related to our FCC licenses as part of the 2023 annual impairment test performed during the third quarter.

The Company recognized a non-cash impairment charge of $ 302.1 million on its FCC licenses as part of the 2022 annual impairment testing.

No impairment was required as part of the 2021 annual impairment testing.

Since our emergence from Fresh Start in 2019, we have recorded $ 1.2 billion of cumulative impairment charges to our FCC licenses.

Since our emergence from bankruptcy in 2019, we have recorded $ 1.5 billion of cumulative impairment charges to our FCC licenses.

Other Intangible Assets

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Total amortization expense related to definite-lived intangible assets for the years ended December 31, 2024, 2023, and 2022 was $ 245.3 million, $ 246.7 million and $ 253.6 million, respectively.

As acquisitions and dispositions occur in the future, amortization expense may vary.

The following table presents the Company’s estimate of amortization expense for each of the five succeeding fiscal years for definite-lived intangible assets:

(In thousands)

2025 $ 213,842

IHEARTMEDIA, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands)

2024 $ 245,032

The following tables present the changes in the carrying amount of goodwill:

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$ 1,462,022 $ 747,350 $ 104,031 $ 2,313,403

Dispositions ( 16 ) — — ( 16 )

Impairment ( 121,563 ) ( 439,383 ) ( 34,515 ) ( 595,461 )

Acquisitions — 3,375 — 3,375

Foreign currency — 84 82 166

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Impairment ( 608,958 ) — ( 7,127 ) ( 616,085 )

Acquisitions — 3,375 — 3,375

Foreign currency — ( 73 ) ( 169 ) ( 242 )

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(1) Beginning goodwill balance is presented net of prior accumulated impairment losses of $ 1.2 billion related to the Multiplatform Group segment.

Refer to the table above for impairments recorded in 2023.

Refer to the table above for impairments recorded in 2024 and 2023.

Goodwill Impairment

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The Company also tests goodwill at interim dates if events or changes in circumstances indicate that goodwill might be impaired.

The impairment testing performed as of June 30, 2023 indicated that carrying values of the Company's Multiplatform, Digital, and RCS reporting units exceeded their fair values.

The fair value of our Katz reporting unit exceeded its carrying value.

The impairment testing performed as of June 30, 2024 indicated that carrying values of the Company's Multiplatform and RCS reporting units exceeded their fair values.

The fair value of our Digital and Katz reporting units exceeded its carrying value.

As discussed above, economic uncertainty has had a significant impact on the Company's revenue and cash flows, as well as the trading values of the Company's debt and equity securities for a sustained period.

The interim impairment test resulted in a $ 595.5 million impairment of goodwill.

The June 30, 2024 interim impairment test resulted in a $ 616.1 million impairment of goodwill.

In determining the fair value of our reporting units, the Company considered industry and market factors including trading multiples of similar businesses and the trading prices of its debt and equity securities.

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No impairment was identified related to our goodwill balance as a result of the 2024 annual impairment test performed during the third quarter.

No goodwill impairment was recorded for 2022 or 2021.

The Company also recognized non-cash impairment of $ 595.5 million as a result of its interim impairment test performed as of June 30, 2023.

No impairment was identified related to our goodwill balance as a result of the 2023 annual impairment test performed during the third quarter of 2023.

No goodwill impairment was recorded for 2022.

IHEARTMEDIA, INC.

5 unchanged sentences

Balance at December 31, 2022

$ 39,113 $ 13,419 $ 72,237 $ 452 $ 125,221

Purchases of investments 39,775 796 1,937 341 42,849

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Disposals — — — ( 3,864 ) ( 3,864 )

Gain (loss) on investments ( 6,520 ) — 11,332 ( 6,433 ) ( 1,621 )

Loss on investments ( 15,591 ) — ( 7,167 ) ( 5,372 ) ( 28,130 )

Conversions and other ( 15,474 ) — 7,146 10,000 1,672

Balance at December 31, 2023

$ 47,823 $ 10,685 $ 74,153 $ 1,557 $ 134,218

Purchases of investments 49,635 5,933 7,850 — 63,418

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Disposals — — ( 101,357 ) ( 399 ) ( 101,756 )

Loss on investments, net ( 15,591 ) — ( 7,167 ) ( 5,372 ) ( 28,130 )

Gain (loss) on investments, net ( 14,442 ) — 91,123 ( 1,158 ) 75,523

Conversions and other ( 9,752 ) — 9,457 — ( 295 )

Balance at December 31, 2024

$ 73,264 $ 13,972 $ 81,226 $ — $ 168,462

Equity method investments in the table above are not consolidated, but are accounted for under the equity method of accounting.

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2024 December 31,

Asset-based Revolving Credit Facility due 2027 (1)

Term Loan Facility due 2026 (2)

5,095 1,864,032

Incremental Term Loan Facility due 2026 (2)

Asset-based Revolving Credit Facility due 2027 (1)

6.375 % Senior Secured Notes due 2026

1,500 401,220

5.25 % Senior Secured Notes due 2027

Term Loan Facility due 2029 (2)

6.375 % Senior Notes due 2026 (2)(3)

44,644 800,000

4.75 % Senior Secured Notes due 2028

5.25 % Senior Notes due 2027 (2)(3)

6,983 750,000

Other secured subsidiary debt (2)

Total consolidated secured debt 4,318,619 4,319,714

8.375 % Senior Unsecured Notes due 2027 (2)

72,388 916,357

Other unsecured subsidiary debt — 52

4.75 % Senior Secured Notes due 2028 (2)

276,868 500,000

9.125 % First Lien Notes due 2029 (2)

7.75 % First Lien Notes due 2030 (2)

7.00 % First Lien Notes due 2031 (2)

10.875 % Second Lien Notes due 2030 (2)

Other subsidiary debt (4)

Original issue discount ( 4,247 ) ( 7,558 )

Long-term debt fees ( 8,974 ) ( 12,268 )

Debt Premium (5)

Total debt 5,071,469 5,215,150

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Total long-term debt $ 5,048,968 $ 5,214,810

(1) On November 6, 2024, the Company amended its ABL Credit Agreement that provides the $ 450 million senior secured asset-based revolving credit facility (the "ABL Facility"), providing for, among other things, the applicable rate with respect to the loans provided thereunder to be increased by 0.50 % and certain of the covenants and default provisions to become amended.

Refer to the 'ABL Amendment' section below for more information.

As of December 31, 2024, the ABL Facility had a facility size of $ 450.0 million, no outstanding borrowings and $ 23.7 million of outstanding letters of credit, resulting in $ 426.3 million of borrowing base availability.

(2) Other secured subsidiary debt consists of finance lease obligations maturing at various dates from 2024 through 2045.

(3) During the year ended December 31, 2023, we repurchased of $ 204.0 million aggregate principal amount of iHeartCommunications, Inc.'s 8.375 % Senior Unsecured Notes due 2027 for $ 147.3 million in cash, excluding accrued interest.

The repurchased notes were subsequently cancelled and retired, resulting in a gain on extinguishment of debt of $ 56.7 million.

(2) On December 20, 2024, the Company completed its previously announced exchange offers and consent solicitations.

Refer to the 'Debt Exchange Transaction,' 'New Indentures;

New Term Loan Credit Agreement,' and 'Supplemental Indentures' sections below for more information.

(3) Subsequent to the Debt Exchange Transaction, the 6.375 % Senior Notes and the 5.25 % Senior Notes are no longer secured.

(4) Other subsidiary debt consists of finance lease obligations maturing at various dates from 2025 through 2045.

(5) The difference between the carrying value of the exchanged 5.250 % Senior Secured Notes, 4.750 % Senior Secured Notes, and 8.375 % Notes and the principal amount of the 7.75 % First Lien Notes due 2030, 7.00 % First Lien Notes due 2031 and the 10.875 % Second Lien Notes due 2030 was recorded as debt premium and will be reduced as contractual interest payments are made.

The Company’s weighted average interest rate was 9.4 % and 7.3 % as of December 31, 2024 and December 31, 2023, respectively.

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As of December 31, 2024, we were in compliance with all covenants related to the Company's debt agreements.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Debt Exchange Transaction

On December 20, 2024 (the “Settlement Date”), iHeartCommunications completed its previously announced exchange offers and consent solicitations whereby iHeartCommunications exchanged:

(i) $ 755.4 million principal amount of the existing 6.375 % Senior Secured Notes due 2026 (the “2026 Secured Notes”) for $ 717.6 million principal amount of the new 9.125 % Senior Secured First Lien Notes due 2029 (the “2029 First Lien Notes”) and cash consideration of $ 37.6 million,

(ii) $ 743.0 million principal amount of the existing 5.250 % Senior Secured Notes due 2027 (the “2027 Secured Notes”) for $ 661.3 million principal amount of the new 7.750 % Senior Secured First Lien Notes due 2030 (the “2030 First Lien Notes”),

(iii) $ 223.1 million principal amount of the existing 4.750 % Senior Secured Notes due 2028 (the "2028 Secured Notes") for $ 178.4 million principal amount of the new 7.000 % Senior Secured First Lien Notes due 2031 (the “2031 First Lien Notes” and, together with the 2029 First Lien Notes and the 2030 First Lien Notes, the “First Lien Notes”),

(iv) $ 844.0 million principal amount of the existing 8.375 % Senior Notes due 2027 (the “Unsecured Notes”) for $ 675.2 million principal amount of the new 10.875 % Senior Secured Second Lien Notes due 2030 (the “Second Lien Notes” and, together with the First Lien Notes, the “New Notes”), and

(v) $ 2,258.7 million principal amount of the existing senior secured first lien term loans due 2026 (the “Existing Term Loans”) for $ 2,145.7 million principal amount of the new senior secured first lien term loans due 2029 (the “New Term Loans” and, together with the First Lien Notes, the “First Lien Debt”;

the First Lien Debt together with the Second Lien Notes, the “New Debt”) and cash consideration of $ 112.9 million pursuant to a term loan exchange agreement (the “Term Loan Exchange Agreement”) (collectively, the “Comprehensive Transactions”).

New Indentures;

New Term Loan Credit Agreement

The First Lien Notes were issued pursuant to an indenture, dated as of the Settlement Date (the “First Lien Indenture”), by and among iHeartCommunications, the Guarantors (as defined below) party thereto and U.S.

Bank Trust Company, National Association (“U.S.

Bank”), as trustee and collateral agent for each series of the First Lien Notes.

The Second Lien Notes were issued pursuant to an indenture, dated as of the Settlement Date (the “Second Lien Indenture” and, together with the First Lien Indenture, the “Indentures”), by and among iHeartCommunications, the Guarantors and U.S.

Bank, as trustee and collateral agent.

The New Term Loans were incurred under a credit agreement, dated as of the Settlement Date (the “New Term Loan Credit Agreement” and, together with the Indentures, the “Debt Instruments”), by and among iHeartCommunications, the Guarantors, Bank of America, N.A.

(“BofA”), as administrative agent and collateral agent, and each lender party thereto.

The 2029 First Lien Notes will mature on May 1, 2029, bear interest at an initial rate of 9.125 % per annum (subject to decreases in the future upon the achievement of certain credit ratings on such 2029 First Lien Notes) and interest will be payable semi-annually on February 1 and August 1 of each year, beginning on February 1, 2025.

The 2030 First Lien Notes will mature on August 15, 2030, bear interest at an initial rate of 7.750 % per annum (subject to decreases in the future upon the achievement of certain credit ratings on such 2030 First Lien Notes) and interest will be payable semi-annually on February 15 and August 15 of each year, beginning on February 15, 2025.

The 2031 First Lien Notes will mature on January 15, 2031, bear interest at an initial rate of 7.000 % per annum (subject to decreases in the future upon the achievement of certain credit ratings on such 2031 First Lien Notes) and interest will be payable semi-annually on January 15 and July 15 of each year, beginning on January 15, 2025.

The Second Lien Notes will mature on May 1, 2030, bear interest at an initial rate of 10.875 % per annum (subject to decreases in the future upon the achievement of certain credit ratings on such Second Lien Notes) and interest will be payable semi-annually on May 1 and November 1 of each year, beginning on May 1, 2025.

The New Term Loans will mature on May 1, 2029, and bear interest at a rate per annum based on, at iHeartCommunications’ election, either (1) adjusted term SOFR, subject to a 0 % floor, plus an initial applicable margin of 5.775 % (subject to decreases in the future upon iHeartCommunications obtaining certain corporate credit ratings) or (2) an alternate base rate plus an initial applicable margin of 4.775 % (subject to decrease in the future upon iHeartCommunications obtaining certain corporate credit

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

iHeartCommunications is required to make quarterly amortization payments on the New Term Loans in an amount equal to 0.25 % of the original principal amount thereof beginning with the quarter ended March 31, 2025.

Each series of the New Debt is guaranteed on a senior secured basis by iHeartMedia Capital I, LLC (the “Capital I”) and each existing and future material, wholly-owned domestic subsidiary of Capital I, subject to certain exceptions (the “Subsidiary Guarantors” and, together with Capital I, the “Guarantors”).

Each series of the First Lien Debt and the related guarantees are secured, subject to permitted liens and certain other exceptions, by a first priority lien on substantially all of the assets of iHeartCommunications and the Guarantors (the “Fixed Asset Collateral”), other than the accounts receivable and related assets of iHeartCommunications and the Guarantors (the “ABL Collateral” and, together with the Fixed Asset Collateral, the “Collateral”), and by a second priority lien on the ABL Collateral, and the Second Lien Notes and the related guarantees are secured, subject to permitted liens and certain other exceptions, by a second priority lien on the Fixed Asset Collateral and by a third priority lien on the ABL Collateral.

iHeartCommunications may redeem each series of the New Notes at its option, in whole or in part, at any time prior to December 20, 2026, at a price equal to 100 % of the principal amount of the New Notes of such series redeemed, plus a make-whole premium, plus accrued and unpaid interest to the redemption date.

iHeartCommunications may redeem each series of the New Notes at its option, in whole or in part, on or after December 20, 2026, at the redemption prices set forth in the First Lien Indenture or Second Lien Indenture, as applicable, plus accrued and unpaid interest to the redemption date.

iHeartCommunications may make voluntary prepayments of the New Term Loans at its option, in whole or in part, subject to a prepayment premium as set forth in the New Term Loan Credit Agreement.

Upon the occurrence of certain events, including a change of control, asset sales in excess of certain thresholds and, in the case of the 2029 First Lien Notes and the New Term Loans, excess cash flows in excess of certain thresholds, iHeartCommunications will be required to repay or make an offer to repurchase, as applicable, the New Debt (or in the case of excess cash flows, the 2029 First Lien Notes and the New Term Loans) pursuant to and subject to the provisions set forth in the applicable Debt Instrument.

The Debt Instruments contain covenants that limit iHeartCommunications’ and its subsidiaries’ ability to, among other things (and subject to certain exceptions):

• incur additional indebtedness;

• pay dividends on, or make distributions in respect of, their capital stock or repurchase their capital stock;

• make certain investments or other restricted payments;

• sell certain assets;

• create liens;

• merge, consolidate or transfer or dispose of all or substantially all of their assets;

• repay certain junior indebtedness or existing debt;

• restrict the ability of subsidiaries to pay dividends;

make loans or transfer property to iHeartCommunications or its subsidiaries;

permit the subsidiaries that hold FCC licenses to engage in other businesses;

• transfer FCC licenses or incur indebtedness;

• transfer material assets to non-guarantors;

engage in transactions with affiliates;

• change lines of business.

Asset-based Revolving Credit Facility due 2027

On May 17, 2022, iHeartCommunications, Inc.

("iHeartCommunications"), as borrower, entered into a Credit Agreement (the “ABL Credit Agreement”) with iHeartMedia Capital I, LLC, the direct parent of iHeartCommunications, Inc., as parent guarantor, certain subsidiaries of iHeartCommunications, Inc.

party thereto, Bank of America, N.A., as administrative and collateral agent, and each other lender party thereto from time to time, governing a new $ 450.0 million ABL Facility, maturing in 2027, which refinanced and replaced in its entirety the prior ABL Facility.

The ABL Facility includes a letter of credit sub-facility and a swingline loan sub-facility.

In connection with the completed exchange offers, the provisions set forth in the previously announced and filed Amendment No.

1 (the “ABL Amendment”), dated as of November 6, 2024, to the ABL Credit Agreement dated as of May 17, 2022 and as amended, supplemented or modified from time to time, by and among iHeartCommunications, the Guarantors, BofA, as administrative agent and collateral agent, and the lenders from time to time party thereto, providing for, among other things, the applicable rate with respect to the loans provided thereunder to be increased by 0.50 % and certain of the covenants and default provisions to become amended, in each case upon the consummation of the Comprehensive Transactions, became effective as of the Settlement Date.

Size and Availability

The ABL Facility provides for a senior secured asset-based revolving credit facility in the aggregate principal amount of up to $ 450.0 million, with amounts available from time to time (including in respect of letters of credit) equal to the lesser of (A) the borrowing base, which equals the sum of (i) 90.0 % of the eligible accounts receivable of iHeartCommunications and the subsidiary guarantors and (ii) 100 % of qualified cash, each subject to customary reserves and eligibility criteria, and (B) the

IHEARTMEDIA, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

aggregate revolving credit commitments.

Subject to certain conditions, iHeartCommunications may at any time request one or more increases in the amount of revolving credit commitments, in an amount up to the sum of (x) $ 150.0 million and (y) the amount by which the borrowing base exceeds the aggregate revolving credit commitments.

subsidiary guarantors and (ii) 100 % of qualified cash, each subject to customary reserves and eligibility criteria, and (B) the aggregate revolving credit commitments.

As of December 31, 2024, iHeartCommunications had no principal amounts outstanding under the ABL Facility, a facility size of $ 450.0 million and $ 23.7 million in outstanding letters of credit, resulting in $ 426.3 million of borrowing base availability.

10 unchanged sentences

Guarantees and Security

The ABL Facility is guaranteed by, subject to certain exceptions, the guarantors of iHeartCommunications’ Term Loan Facility (as defined below).

All obligations under the ABL Facility, and the guarantees of those obligations, are secured by a perfected security interest in the accounts receivable and related assets of iHeartCommunications’ and the guarantors’ accounts receivable, qualified cash and related assets and proceeds thereof that is senior to the security interest of iHeartCommunications’ Term Loan Facility in such accounts receivable, qualified cash and related assets and proceeds thereof, subject to permitted liens and certain exceptions.

The ABL Facility is guaranteed by, subject to certain exceptions, the guarantors of iHeartCommunications’ New Term Loans.

All obligations under the ABL Facility, and the guarantees of those obligations, are secured by a perfected security interest in the accounts receivable and related assets of iHeartCommunications’ and the guarantors’ accounts receivable, qualified cash and related assets and proceeds thereof that is senior to the security interest of iHeartCommunications’ New Term Loans in such accounts receivable, qualified cash and related assets and proceeds thereof, subject to permitted liens and certain exceptions.

Certain Covenants and Events of Default

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Term Loan Facility due 2026

On May 1, 2019 (the "Effective Date"), iHeartCommunications, as borrower, entered into a Credit Agreement (the “Term Loan Credit Agreement”) with Capital I, as guarantor, certain subsidiaries of iHeartCommunications, as guarantors, and Bank of America, N.A., as successor administrative and collateral agent, governing our term loan credit facility (the “Term Loan Facility”).

On the Effective Date, iHeartCommunications issued an aggregate of approximately $ 3.5 billion principal amount of senior secured term loans under the Term Loan Facility to certain holders of claims against the Company (“Claimholders”) in connection with the Company's voluntary petitions for relief under Chapter 11 of the U.S.

2026 Term Loan Facilities

On the Settlement Date, iHeartCommunications completed its previously announced exchange offers and consent solicitations whereby iHeartCommunications exchanged $ 2,258.7 million principal amount of the Existing Term Loans for $ 2,145.7 million principal amount of the New Term Loans and cash consideration of $ 112.9 million pursuant to the Term Loan Exchange Agreement.

As of December 31, 2024, approximately $ 6.6 million of the Existing Term Loans remain on the Consolidated Balance Sheets.

Refer to a description of the Existing Term Loans below.

On May 1, 2019, iHeartCommunications, as borrower, entered into a Credit Agreement (the “Term Loan Credit Agreement”) with Capital I, as guarantor, certain subsidiaries of iHeartCommunications, as guarantors, and Bank of America, N.A., as successor administrative and collateral agent, governing our term loan credit facility (the “2026 Initial Term Loan Facility”).

On May 1, 2019, iHeartCommunications issued an aggregate of approximately $ 3.5 billion principal amount of senior secured term loans under the 2026 Initial Term Loan Facility to certain holders of claims against the Company (“Claimholders”) in connection with the Company's voluntary petitions for relief under Chapter 11 of the U.S.

Bankruptcy Code (“Chapter 11 Cases”) pursuant to the series of transactions that reduced iHeartCommunications' debt and allowed the Company to emerge from Chapter 11 bankruptcy (the “Plan of Reorganization”).

The Term Loan Facility matures on May 1, 2026.

As described below, on August 7, 2019, the proceeds from the issuance of $ 750.0 million in aggregate principal amount of 5.25 % Senior Secured Notes due 2027 were used, together with cash on hand, to prepay at par $ 740.0 million of borrowings outstanding under the Term Loan Facility.

On November 22, 2019, the proceeds from the issuance of $ 500.0 million in aggregate principal amount of 4.75 % Senior Secured Notes due 2028 were used, together with cash on hand, to prepay at par $ 500.0 million of borrowings outstanding under the Term Loan Facility.

The 2026 Initial Term Loan Facility matures on May 1, 2026.

On August 7, 2019, the proceeds from the issuance of $ 750.0 million in aggregate principal amount of 5.25 % Senior Secured Notes due 2027 were used, together with cash on hand, to prepay at par $ 740.0 million of borrowings outstanding under the 2026 Initial Term Loan Facility.

On February 3, 2020, iHeartCommunications entered into an amendment to the Term Loan Credit Agreement which reduced the interest rate to LIBOR plus a margin of 3.00 % (from LIBOR plus a margin of 4.00 %), or the Base Rate (as defined in the Term Loan Credit Agreement) plus a margin of 2.00 % (from Base Rate plus a margin of 3.00 %) and modified certain covenants contained in the Term Loan Credit Agreement.

In connection with the Term Loan Facility amendment in February 2020, iHeartCommunications also prepaid at par $ 150.0 million of borrowings outstanding under the Term Loan Facility with cash on hand.

In connection with the 2026 Initial Term Loan Facility amendment in February 2020, iHeartCommunications also prepaid at par $ 150.0 million of borrowings outstanding under the 2026 Initial Term Loan Facility with cash on hand.

On July 16, 2020, iHeartCommunications entered into Amendment No.

2 to issue $ 450.0 million of incremental term loan commitments (the “Incremental Term Loan Facility”), resulting in net proceeds of $ 425.8 million, after original issue discount and debt issuance costs.

2 to issue $ 450.0 million of incremental term loan commitments (the “2026 Incremental Term Loan Facility” and, together with the 2026 Initial Term Loan Facility, the "2026 Term Loan Facilities"), resulting in net proceeds of $ 425.8 million, after original issue discount and debt issuance costs.

A portion of the proceeds from the issuance were used to repay the balance outstanding under the ABL Facility of $ 235.0 million, with the remaining $ 190.6 million of the proceeds available for general corporate purposes.

The 2026 Incremental Term Loan Facility matures on May 1, 2026.

On July 16, 2021, iHeartCommunications, Inc.

entered into Amendment No.

3 which reduced the interest rate of its Incremental Term Loan Facility due 2026 to a Eurocurrency Rate of LIBOR plus a margin of 3.25 % and floor of 0.50 % (from LIBOR plus a margin of 4.00 % and floor of 0.75 %).

3 which reduced the interest rate of its 2026 Incremental Term Loan Facility to a Eurocurrency Rate of LIBOR plus a margin of 3.25 % and floor of 0.50 % (from LIBOR plus a margin of 4.00 % and floor of 0.75 %).

The Base Rate interest amount was reduced to Base Rate plus a margin of 2.25 % and floor of 1.50 %.

In connection with the amendment, iHeartCommunications voluntarily prepaid $ 250.0 million of borrowings outstanding under the Term Loan credit facilities with cash on hand, resulting in a reduction of $ 44.3 million of the existing Incremental Term Loan Facility due 2026 and $ 205.7 million of the Term Loan Facility due 2026.

Under the terms of the Term Loan Credit Agreement, iHeartCommunications made quarterly principal payments of $ 6.4 million during the three months ended September 30, 2020, December 31, 2020, March 31, 2021 and June 30, 2021, and previously made payments of $ 5.25 million during the three months ended March 31, 2020 and June 30, 2020.

Following the prepayment of $ 250.0 million of borrowings outstanding under the Term Loan credit facilities on July 16, 2021, iHeartCommunications is no longer required to make such quarterly payments.

Interest Rate and Fees

In connection with the amendment, iHeartCommunications voluntarily prepaid $ 250.0 million of borrowings outstanding under the 2026 Term Loan Facilities with cash on hand, resulting in a reduction of $ 44.3 million of the existing 2026 Incremental Term Loan Facility and $ 205.7 million of the 2026 Initial Term Loan Facility.

On June 15, 2023, iHeartCommunications entered into Amendment No.

4 to the Term Loan Facility.

The amendment replaces the prior Eurocurrency interest rate, based upon LIBOR, with the SOFR successor rate plus a SOFR adjustment as specified in the credit agreement.

The Term Loan Facility margins remain the same with the Term Loan Facility due 2026 containing margins of 3.00 % for Term SOFR Loans (as defined in the credit agreement) and 2.00 % for Base Rate Loans (as defined in the credit agreement), and the incremental Term Loan Facility due 2026 containing margins of 3.25 % for Term SOFR Loans with a floor of 0.50 % and 2.25 % for Base Rate Loans with a floor of 1.50 %.

Collateral and Guarantees

The Term Loan Facility is guaranteed by Capital I and each of iHeartCommunications’ existing and future material wholly-owned restricted subsidiaries, subject to certain exceptions.

All obligations under the Term Loan Facility, and the guarantees of those obligations, are secured, subject to permitted liens and other exceptions, by a first priority lien in substantially all of the

The amendment replaced the prior Eurocurrency interest rate, based upon LIBOR, with the SOFR successor rate plus a SOFR adjustment as specified in the Term Loan Credit Agreement.

In connection with the completed exchange offers, iHeartCommunications and the Guarantors entered into Amendment No.

5 (the “Existing Term Loan Credit Agreement Amendment”) to the Term Loan Credit Agreement, to, among other things, eliminate substantially all of the restrictive covenants and mandatory prepayment provisions, certain representations and warranties and certain events of default and related provisions, and subordinate the liens on the Collateral securing the obligations thereunder to the liens on the collateral securing the New Debt.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

assets of iHeartCommunications and all of the guarantors’ assets, including a lien on the capital stock of iHeartCommunications and certain of its subsidiaries owned by a guarantor, other than the accounts receivable and related assets of iHeartCommunications and all of the subsidiary guarantors, and by a second priority lien on accounts receivable and related assets securing iHeartCommunications’ ABL Facility.

iHeartCommunications is required to prepay outstanding term loans under the Term Loan Facility, subject to certain exceptions, with:

• 50 % (which percentage may be reduced to 25 % and to 0 % based upon iHeartCommunications’ first lien leverage ratio) of iHeartCommunications’ annual excess cash flow, subject to customary credits, reductions and exclusions;

• 100 % (which percentage may be reduced to 50 % and 0 % based upon iHeartCommunications’ first lien leverage ratio) of the net cash proceeds of sales or other dispositions of the assets of iHeartCommunications or its wholly owned restricted subsidiaries, subject to reinvestment rights and certain other exceptions;

• 100 % of the net cash proceeds of any incurrence of debt, other than debt permitted under the Term Loan Facility.

iHeartCommunications may voluntarily repay outstanding loans under the Term Loan Facility at any time, without prepayment premium or penalty, subject to customary “breakage” costs with respect to eurocurrency loans.

Interest Rate and Fees

The 2026 Initial Term Loan Facility has margins of 3.00 % for Term SOFR Loans (as defined in the Term Loan Credit Agreement) and 2.00 % for Base Rate Loans (as defined in the Term Loan Credit Agreement), and the 2026 Incremental Term Loan Facility has margins of 3.25 % for Term SOFR Loans and 2.25 % for Base Rate Loans.

Term SOFR Loans are subject to a SOFR adjustment as set forth in the Term Loan Credit Agreement.

Collateral and Guarantees

The 2026 Term Loan Facilities are guaranteed by Capital I and certain of iHeartCommunications’ existing material wholly-owned restricted subsidiaries.

All obligations under the 2026 Term Loan Facilities, and the guarantees of those obligations, are secured, subject to permitted liens and other exceptions, by a third priority lien in substantially all of the assets of iHeartCommunications and all of the guarantors’ assets, including a lien on the capital stock of iHeartCommunications and certain of its subsidiaries owned by a guarantor, other than the accounts receivable and related assets of iHeartCommunications and all of the subsidiary guarantors, and by a fourth priority lien on accounts receivable and related assets securing iHeartCommunications’ ABL Facility.

The Existing Term Loan Credit Agreement Amendment eliminated substantially all of the mandatory prepayment provisions applicable to the 2026 Term Loan Facilities.

Subject to the applicable covenants in the New Debt, iHeartCommunications may voluntarily repay outstanding loans under the 2026 Term Loan Facilities at any time, without prepayment premium or penalty, subject to customary “breakage” costs with respect to term SOFR loans.

Certain Covenants and Events of Default

The Term Loan Facility does not include any financial covenants.

However, the Term Loan Facility includes negative covenants that, subject to significant exceptions, limit Capital I’s ability and the ability of its restricted subsidiaries (including iHeartCommunications) to, among other things:

• incur additional indebtedness;

• create liens on assets;

• engage in mergers, consolidations, liquidations and dissolutions;

• sell assets;

• pay dividends and distributions or repurchase Capital I’s capital stock;

• make investments, loans, or advances;

• prepay certain junior indebtedness;

• engage in certain transactions with affiliates;

• amend material agreements governing certain junior indebtedness;

• change lines of business.

The Term Loan Facility includes certain customary representations and warranties, affirmative covenants and events of default, including but not limited to, payment defaults, breach of representations and warranties, covenant defaults, cross defaults to certain indebtedness, certain bankruptcy-related events, certain events under ERISA, material judgments and a change of control.

If an event of default occurs, the lenders under the Term Loan Facility are entitled to take various actions, including the acceleration of all amounts due under the Term Loan Facility and all actions permitted to be taken under the loan documents relating thereto or applicable law.

The 2026 Term Loan Facilities do not include any financial covenants.

The Existing Term Loan Credit Agreement Amendment eliminated substantially all of the restrictive covenants applicable to the 2026 Term Loan Facilities.

The 2026 Term Loan Facilities continue to include certain limited representations and warranties and events of default.

If an event of default occurs, the lenders under the 2026 Term Loan Facilities are entitled to take various actions, including the acceleration of all amounts due under the 2026 Term Loan Facilities and all actions permitted to be taken under the loan documents relating thereto or applicable law.

6.375 % Senior Secured Notes due 2026

On the Effective Date, iHeartCommunications entered into an indenture (the “Senior Secured Notes Indenture”) with Capital I, as guarantor, the subsidiary guarantors party thereto, and U.S.

Bank National Association, as trustee and collateral agent, governing the $ 800.0 million aggregate principal amount of 6.375 % Senior Secured Notes due 2026 that were issued to certain Claimholders pursuant to the Plan of Reorganization.

The 6.375 % Senior Secured Notes mature on May 1, 2026 and bear interest at a rate of 6.375 % per annum, payable semi-annually in arrears on February 1 and August 1 of each year.

On May 1, 2019, iHeartCommunications entered into an indenture (the “2026 Secured Notes Indenture”) with Capital I, as guarantor, the subsidiary guarantors party thereto, and U.S.

Bank National Association, as trustee and collateral agent, governing the $ 800.0 million aggregate principal amount of 2026 Senior Notes that were issued to certain Claimholders pursuant to the Plan of Reorganization.

The 2026 Senior Notes mature on May 1, 2026 and bear interest at a rate of 6.375 % per annum, payable semi-annually in arrears on February 1 and August 1 of each year.

On the Settlement Date, iHeartCommunications completed its previously announced exchange offers and consent solicitations whereby iHeartCommunications exchanged $ 755.4 million principal amount of the 2026 Secured Notes for $ 717.6 million principal amount of the 2029 First Lien Notes and cash consideration of $ 37.6 million.

As of December 31, 2024, $ 44.6 million of the 2026 Secured Notes remain on the Consolidated Balance Sheets.

In connection with the completed exchange offers, iHeartCommunications and the Guarantors entered into the Second Supplemental Indenture (the “2026 Secured Notes Supplemental Indenture”) to the 2026 Secured Notes Indenture, to, among other things, eli minate substantially all of the restrictive covenants, certain events of default and certain other provisions contained in the 2026 Secured Notes Indenture, release the guarantees of the guarantors under the 2026 Secured Notes Indenture and eliminate related provisions and release all liens on the Collateral securing the obligations under the 2026 Secured Notes Indenture and eliminate related provisions.

iHeartCommunications may redeem the 2026 Secured Notes at its option, in whole or in part, at the redemption prices set forth in the 2026 Secured Notes Indenture plus accrued and unpaid interest to the redemption date.

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The 6.375 % Senior Secured Notes are guaranteed on a senior secured basis by Capital I and the subsidiaries of iHeartCommunications that guarantee the Term Loan Facility or other credit facilities or capital markets debt securities.

The 6.375 % Senior Secured Notes and the related guarantees rank equally in right of payment with all of iHeartCommunications’ and the guarantors’ existing and future indebtedness that is not expressly subordinated to the 6.375 % Senior Secured Notes (including the Term Loan Facility, the 5.25 % Senior Secured Notes, the 4.75 % Senior Secured Notes and the Senior Unsecured Notes), effectively equal with iHeartCommunications’ and the guarantors’ existing and future indebtedness secured by a first priority lien on the collateral securing the 6.375 % Senior Secured Notes, effectively subordinated in right of payment to all of iHeartCommunications’ and the guarantors’ existing and future indebtedness that is secured by assets that are not part of the collateral securing the 6.375 % Senior Secured Notes, to the extent of the value of such assets, and structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of any subsidiary of iHeartCommunications that is not a guarantor of the 6.375 % Senior Secured Notes.

The 6.375 % Senior Secured Notes and the related guarantees are secured, subject to permitted liens and certain other exceptions, by a first priority lien on the capital stock of iHeartCommunications and substantially all of the assets of iHeartCommunications and the guarantors, other than accounts receivable and related assets, and by a second priority lien on accounts receivable and related assets securing the ABL Facility.

iHeartCommunications may redeem the 6.375 % Senior Secured Notes at its option, in whole or in part, at the redemption prices set forth in the 6.375 % Senior Secured Notes Indenture plus accrued and unpaid interest to the redemption date.

The 6.375 % Senior Secured Notes Indenture contains covenants that limit the ability of Capital I and its restricted subsidiaries, including iHeartCommunications, to, among other things:

• incur or guarantee additional debt or issue certain preferred stock;

• create liens on certain assets;

• redeem, purchase or retire subordinated debt;

• make certain investments;

• create restrictions on the payment of dividends or other amounts from iHeartCommunications’ restricted subsidiaries;

• enter into certain transactions with affiliates;

• merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of iHeartCommunications’ assets;

• sell certain assets, including capital stock of iHeartCommunications’ subsidiaries;

• designate iHeartCommunications’ subsidiaries as unrestricted subsidiaries, and

• pay dividends, redeem or repurchase capital stock or make other restricted payments.

5.25 % Senior Secured Notes due 2027

On August 7, 2019, iHeartCommunications entered into an indenture (the “ 5.25 % Senior Secured Notes Indenture”) with Capital I, as guarantor, the subsidiary guarantors party thereto, and U.S.

Bank National Association, as trustee and collateral agent, governing the $ 750.0 million aggregate principal amount of 5.25 % Senior Secured Notes due 2027 that were issued in a private placement to qualified institutional buyers under Rule 144A under the Securities Act, and to persons outside the United States pursuant to Regulation S under the Securities Act.

The 5.25 % Senior Secured Notes mature on August 15, 2027 and bear interest at a rate of 5.25 % per annum.

On August 7, 2019, iHeartCommunications entered into an indenture (the “2027 Secured Notes Indenture”) with Capital I, as guarantor, the subsidiary guarantors party thereto, and U.S.

Bank National Association, as trustee and collateral agent, governing the $ 750.0 million aggregate principal amount of 2027 Senior Notes that were issued in a private placement to qualified institutional buyers under Rule 144A under the Securities Act, and to persons outside the United States pursuant to Regulation S under the Securities Act.

The 2027 Secured Notes mature on August 15, 2027 and bear interest at a rate of 5.25 % per annum.

Interest is payable semi-annually on February 15 and August 15 of each year.

The 5.25 % Senior Secured Notes are guaranteed on a senior secured basis by Capital I and the subsidiaries of iHeartCommunications that guarantee the Term Loan Facility.

The 5.25 % Senior Secured Notes and the related guarantees rank equally in right of payment with all of iHeartCommunications’ and the guarantors’ existing and future indebtedness that is not expressly subordinated to the 5.25 % Senior Secured Notes (including the Term Loan Facility, the 6.375 % Senior Secured Notes, the 4.75 % Senior Secured Notes and the Senior Unsecured Notes), effectively equal with iHeartCommunications’ and the guarantors’ existing and future indebtedness secured by a first priority lien on the collateral securing the 5.25 % Senior Secured Notes, effectively subordinated to all of iHeartCommunications’ and the guarantors’ existing and future indebtedness that is secured by assets that are not part of the collateral securing the 5.25 % Senior Secured Notes, to the extent of the value of

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

such collateral, and structurally subordinated to all existing and future indebtedness and other liabilities of any subsidiary of iHeartCommunications that is not a guarantor of the 5.25 % Senior Secured Notes.

The 5.25 % Senior Secured Notes and the related guarantees are secured, subject to permitted liens and certain other exceptions, by a first priority lien on the capital stock of iHeartCommunications and substantially all of the assets of iHeartCommunications and the guarantors, other than accounts receivable and related assets, and by a second priority lien on accounts receivable and related assets securing the ABL Facility.

iHeartCommunications may redeem the 5.25 % Senior Secured Notes at its option, in whole or part, at the redemption prices set forth in the 5.25 % Senior Secured Notes Indenture plus accrued and unpaid interest to the redemption date.

The 5.25 % Senior Secured Notes Indenture contains covenants that limit the ability of iHeartCommunications and its restricted subsidiaries, to, among other things:

• incur or guarantee additional debt or issue certain preferred stock;

• create liens on certain assets;

• redeem, purchase or retire subordinated debt;

• make certain investments;

• create restrictions on the payment of dividends or other amounts from iHeartCommunications’ restricted subsidiaries;

• enter into certain transactions with affiliates;

• merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of iHeartCommunications’ assets;

• sell certain assets, including capital stock of iHeartCommunications’ subsidiaries;

• designate iHeartCommunications’ subsidiaries as unrestricted subsidiaries, and

• pay dividends, redeem or repurchase capital stock or make other restricted payments.

On the Settlement Date, iHeartCommunications completed its previously announced exchange offers and consent solicitations whereby iHeartCommunications exchanged $ 743.0 million principal amount of the 2027 Secured Notes for $ 661.3 million principal amount of the 2030 First Lien Notes.

As of December 31, 2024, $ 7.0 million of the 2027 Secured Notes remain on the Consolidated Balance Sheets.

In connection with the completed exchange offers, iHeartCommunications and the Guarantors entered into the Second Supplemental Indenture (the “2027 Secured Notes Supplemental Indenture”) to the 2027 Secured Notes Indenture, to, among other things, eli minate substantially all of the restrictive covenants, certain events of default and certain other provisions contained in the 2027 Secured Notes Indenture, release the guarantees of the guarantors under the 2027 Secured Notes Indenture and eliminate related provisions and release all liens on the Collateral securing the obligations under the 2027 Secured Notes Indenture and eliminate related provisions.

iHeartCommunications may redeem the 2027 Secured Notes at its option, in whole or part, at the redemption prices set forth in the 2027 Secured Notes Indenture plus accrued and unpaid interest to the redemption date.

4.75 % Senior Secured Notes due 2028

On November 22, 2019, iHeartCommunications entered into an indenture (the “ 4.75 % Senior Secured Notes Indenture”) with Capital I, as guarantor, the subsidiary guarantors party thereto, and U.S.

Bank National Association, as trustee and collateral agent, governing the $ 500.0 million aggregate principal amount of 4.75 % Senior Secured Notes due 2028 that were issued in a private placement to qualified institutional buyers under Rule 144A under the Securities Act, and to persons outside the United States pursuant to Regulation S under the Securities Act.

The 4.75 % Senior Secured Notes mature on January 15, 2028 and bear interest at a rate of 4.75 % per annum.

On November 22, 2019, iHeartCommunications entered into an indenture (the “2028 Secured Notes Indenture”) with Capital I, as guarantor, the subsidiary guarantors party thereto, and U.S.

Bank National Association, as trustee and collateral agent, governing the $ 500.0 million aggregate principal amount of 2028 Secured Notes that were issued in a private placement to qualified institutional buyers under Rule 144A under the Securities Act, and to persons outside the United States pursuant to Regulation S under the Securities Act.

The 2028 Secured Notes mature on January 15, 2028 and bear interest at a rate of 4.75 % per annum.

Interest is payable semi-annually on January 15 and July 15 of each year.

The 4.75 % Senior Secured Notes are guaranteed on a senior secured basis by Capital I and the subsidiaries of iHeartCommunications that guarantee the Term Loan Facility.

The 4.75 % Senior Secured Notes and the related guarantees rank equally in right of payment with all of iHeartCommunications’ and the guarantors’ existing and future indebtedness that is not expressly subordinated to the 4.75 % Senior Secured Notes (including the Term Loan Facility, the 6.375 % Senior Secured Notes, the 5.25 % Senior Secured Notes and the Senior Unsecured Notes), effectively equal with iHeartCommunications’ and the guarantors’ existing and future indebtedness secured by a first priority lien on the collateral securing the 4.75 % Senior Secured Notes, effectively subordinated to all of iHeartCommunications’ and the guarantors’ existing and future indebtedness that is secured by assets that are not part of the collateral securing the 4.75 % Senior Secured Notes, to the extent of the value of such collateral, and structurally subordinated to all existing and future indebtedness and other liabilities of any subsidiary of iHeartCommunications that is not a guarantor of the 4.75 % Senior Secured Notes.

The 4.75 % Senior Secured Notes and the related guarantees are secured, subject to permitted liens and certain other exceptions, by a first priority lien on the capital stock of iHeartCommunications and substantially all of the assets of iHeartCommunications and the guarantors, other than accounts receivable and related assets, and by a second priority lien on accounts receivable and related assets securing the ABL Facility.

iHeartCommunications may redeem the 4.75 % Senior Secured Notes at its option, in whole or part, at the redemption prices set forth in the 4.75 % Senior Secured Notes Indenture plus accrued and unpaid interest to the redemption date.

On the Settlement Date, iHeartCommunications completed its previously announced exchange offers and consent solicitations whereby iHeartCommunications exchanged $ 223.1 million principal amount of the 2028 Secured Notes for $ 178.4 million principal amount of the 2031 First Lien Notes.

As of December 31, 2024, $ 276.9 million of the 2028 Secured Notes remain on the Consolidated Balance Sheets.

The 2028 Secured Notes are guaranteed on a senior secured basis by Capital I and the subsidiaries of iHeartCommunications that guarantee the New Debt.

The 2028 Secured Notes and the related guarantees rank equally in right of payment with all of iHeartCommunications’ and the guarantors’ existing and future indebtedness that is not expressly subordinated to the 2028 Secured Notes, effectively equal with iHeartCommunications’ and the guarantors’ existing and future indebtedness secured by a first priority lien on the collateral securing the 2028 Secured Notes, effectively subordinated to all of iHeartCommunications’ and the guarantors’ existing and future indebtedness that is secured by assets that are not part of the collateral securing the 2028 Secured Notes, to the extent of the value of such collateral, and structurally subordinated to all existing and future indebtedness and other liabilities of any subsidiary of iHeartCommunications that is not a guarantor of the 2028 Secured Notes.

The 2028 Secured Notes and the related guarantees are secured, subject to permitted liens and certain other exceptions, by a first priority lien on the capital stock of iHeartCommunications and substantially all of the assets of iHeartCommunications and the guarantors, other than accounts receivable and related assets, and by a second priority lien on accounts receivable and related assets securing the ABL Facility.

iHeartCommunications may redeem the 2028 Secured Notes at its option, in whole or part, at the redemption prices set forth in the 2028 Secured Notes Indenture plus accrued and unpaid interest to the redemption date.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The 4.75 % Senior Secured Notes Indenture contains covenants that limit the ability of iHeartCommunications and its restricted subsidiaries, to, among other things:

The 2028 Secured Notes Indenture contains covenants that limit the ability of iHeartCommunications and its restricted subsidiaries, to, among other things:

• incur or guarantee additional debt or issue certain preferred stock;

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8.375 % Senior Unsecured Notes due 2027

On the Effective Date, iHeartCommunications entered into an indenture (the “Senior Unsecured Notes Indenture”) with Capital I, as guarantor, the subsidiary guarantors party thereto, and U.S.

Bank National Association, as trustee, governing the 8.375 % Senior Notes due 2027 that were issued to certain Claimholders pursuant to the Plan of Reorganization, of which $ 916.4 million aggregate principal amount was outstanding at December 31, 2023.

The Senior Unsecured Notes mature on May 1, 2027 and bear interest at a rate of 8.375 % per annum, payable semi-annually in arrears on May 1 and November 1 of each year.

The Senior Unsecured Notes are guaranteed on a senior unsecured basis by Capital I and the subsidiaries of iHeartCommunications that guarantee the Term Loan Facility or other credit facilities or capital markets debt securities.

The Senior Unsecured Notes and the related guarantees rank equally in right of payment with all of iHeartCommunications’ and the guarantors’ existing and future indebtedness that is not expressly subordinated to the Senior Unsecured Notes, effectively subordinated to all of iHeartCommunications’ and the guarantors’ existing and future indebtedness that is secured (including the 6.375 % Senior Secured Notes, the 5.25 % Senior Secured Notes, the 4.75 % Senior Secured Notes and borrowings under the ABL Facility and the Term Loan Facility), to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to all existing and future indebtedness and other liabilities of any subsidiary of iHeartCommunications that is not a guarantor of the Senior Unsecured Notes.

iHeartCommunications may redeem the Senior Unsecured Notes at its option, in whole or in part, at the redemption prices set forth in the Senior Unsecured Notes Indenture plus accrued and unpaid interest to the redemption date.

The Senior Unsecured Notes Indenture contains covenants that limit the ability of Capital I and its restricted subsidiaries, including iHeartCommunications, to, among other things:

• incur or guarantee additional debt or issue certain preferred stock;

• create liens on certain assets;

• redeem, purchase or retire subordinated debt;

• make certain investments;

• create restrictions on the payment of dividends or other amounts from iHeartCommunications’ restricted subsidiaries;

• enter into certain transactions with affiliates;

• merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of iHeartCommunications’ assets;

• sell certain assets, including capital stock of iHeartCommunications’ subsidiaries;

• designate iHeartCommunications’ subsidiaries as unrestricted subsidiaries, and

• pay dividends, redeem or repurchase capital stock or make other restricted payments.

On May 1, 2019, iHeartCommunications entered into an indenture (the “Unsecured Notes Indenture”) with Capital I, as guarantor, the subsidiary guarantors party thereto, and U.S.

Bank National Association, as trustee, governing the Unsecured Notes due 2027 that were issued to certain Claimholders pursuant to the Plan of Reorganization.

The Unsecured Notes mature on May 1, 2027 and bear interest at a rate of 8.375 % per annum, payable semi-annually in arrears on May 1 and November 1 of each year.

On the Settlement Date, iHeartCommunications completed its previously announced exchange offers and consent solicitations whereby iHeartCommunications exchanged $ 844.0 million principal amount of the Unsecured Notes for $ 675.2 million principal amount of the Second Lien Notes.

As of December 31, 2024, $ 72.4 million of the Unsecured Notes remain on the Consolidated Balance Sheets.

In connection with the completed exchange offers, iHeartCommunications and the Guarantors entered into the Second Supplemental Indenture (the “Unsecured Notes Supplemental Indenture”) to the Unsecured Notes Indenture, to, among other things, eli minate substantially all of the restrictive covenants, certain events of default and certain other provisions contained in the Unsecured Notes Indenture, release the guarantees of the guarantors under the 2027 Unsecured Notes Indenture and eliminate related provisions.

iHeartCommunications may redeem the Unsecured Notes at its option, in whole or in part, at the redemption prices set forth in the Unsecured Notes Indenture plus accrued and unpaid interest to the redemption date.

IHEARTMEDIA, INC.

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Thereafter 1,517,292

(1) Excludes original issue discount of $ 7.6 million and long-term debt fees of $ 12.3 million, which are amortized through interest expense over the life of the underlying debt obligations.

(1) Excludes original issue discount of $ 4.2 million, long-term debt fees of $ 9.0 million, and debt premium of $ 294.0 million which are amortized through interest expense over the life of the underlying debt obligations.

Surety Bonds and Letters of Credit

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These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies.

It is possible,

It is possible, however, that future results of operations for any particular period could be materially affected by changes in the Company’s assumptions or the effectiveness of its strategies related to these proceedings.

Additionally, due to the inherent uncertainty of

IHEARTMEDIA, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

however, that future results of operations for any particular period could be materially affected by changes in the Company’s assumptions or the effectiveness of its strategies related to these proceedings.

Additionally, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on the Company’s financial condition or results of operations.

litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on the Company’s financial condition or results of operations.

Although the Company is involved in a variety of legal proceedings in the ordinary course of business, a large portion of its litigation arises in the following contexts:

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NOTE 8 – INCOME TAXES

On December 20, 2024, the company closed on a debt exchange transaction that is discussed in detail in Note 6, Long-Term Debt.

In connection with the debt exchange transaction the Company recognized cancellation of debt income (“CODI”) for US tax purposes of $ 744.7 million.

Pursuant to Internal Revenue Code (“IRC”) Section 108, an insolvent debtor may exclude CODI from taxable income to the extent of the debtor’s insolvency (liabilities greater than the fair value of its assets) but must reduce its tax attributes, subject to certain limitations and according to prescribed ordering rules, based on the amount of CODI excluded from taxable income.

The company currently estimates that the level of its insolvency (as defined for US Tax purposes) exceeds the amount of CODI resulting from the debt exchange transactions, such that all of the resulting CODI will be excluded from the company’s taxable income.

For purposes of determining the tax provision for the year ended December 31, 2024, the company estimates that $ 744.7 million of its federal capital loss carryforwards and certain of its states net operating loss and capital loss carryforwards will be eliminated as a result of tax attribute reduction for excluded CODI.

For the year ended December 31, 2024, the company recorded an income tax benefit of $ 118.2 million related to the net effects of the debt exchange transaction, including excluded CODI, federal and state tax attribute reduction, and resulting changes in valuation allowance.

Pillar Two – Global Minimum Tax

The Organization for Economic Co-operation and Development has published model rules, which include the implementation of a global minimum tax rate of 15%, commonly referred to as Pillar Two.

Certain countries in which we operate have enacted legislation implementing the Pillar Two model rules, effective January 1, 2024.

The provisions effective in 2024 did not have a material impact on our financial results and we do not expect a material impact in future years.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Significant components of the provision for income tax benefit (expense) are as follows:

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Income tax benefit (expense) $ 158,402 $ 62,338 $ ( 4,719 )

The current tax expenses recorded for the years ended December 31, 2023, 2022, and 2021 were primarily related to federal, state, and local tax expenses incurred due to taxable income in excess of available net operating losses during those years.

The current tax expenses recorded for the years ended December 31, 2024, 2023, and 2022 were primarily related to federal, state, and local tax expenses incurred due to taxable income in excess of available net operating losses during those years, as well as expenses recorded for unrecognized tax benefits reserves during the period.

The deferred tax benefits of $ 236.9 million and $ 144.6 million recorded in the years ended December 31, 2024 and 2023, respectively, related primarily to the difference of book in excess of tax amortization expense during the years and the disallowance of interest expense deductions under Section 163(j) of the Internal Revenue Code.

The 2024 book amortization expense included the FCC license non-cash impairment charge recorded during the second quarter of 2024 discussed in Note 4, Property, Plant and Equipment, Intangible Assets and Goodwill .

These benefits were partially offset by the utilization of net operating loss carryforwards during the current period and the recording of valuation allowance adjustments against certain federal and state deferred tax assets for disallowed interest carryforwards due to the uncertainty of the ability to realize those assets in future years.

On August 16, 2022, the Inflation Reduction Act was signed into law.

The tax provisions included within the Inflation Reduction Act did not materially impact the Company's financial statements in the current year.

In addition, the 2024 deferred tax benefits include the net benefit recorded from the debt exchange transaction discussed above.

These deferred tax benefits were partially offset by the utilization of net operating loss carryforwards during the current period and the recording of valuation allowance adjustments against certain federal and state deferred tax assets for disallowed interest carryforwards and net operating losses due to the uncertainty of the ability to realize those assets in future years.

IHEARTMEDIA, INC.

13 unchanged sentences

Interest expense carryforwards 453,166 389,236

Long-term debt 190,935 —

Operating lease liabilities 198,823 211,412

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Net deferred tax liabilities $ 102,898 $ 339,768

The deferred tax liability related to intangibles primarily relates to the difference in book and tax basis of FCC licenses and other intangible assets that were adjusted for book purposes to estimated fair values as part of the application of fresh start accounting, and were further adjusted in the first quarter of 2020, the third quarter of 2022 and the second quarter of 2023 upon recognition of impairments as discussed in Note 4, Property, Plant and Equipment, Intangible Assets and Goodwill .

In accordance with ASC 350-10, the Company does not amortize FCC licenses for financial reporting purposes.

The deferred tax liability related to intangibles primarily relates to the difference in book and tax basis of FCC licenses and other intangible assets which in accordance with ASC 350-10, the Company does not amortize for financial reporting purposes.

As a result, this deferred tax liability will not reverse over time unless the Company recognizes future impairment charges or sells its FCC licenses.

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At December 31, 2024, the Company had recorded net operating loss and tax credit carryforwards (tax effected) for federal and state income tax purposes of approximately $ 119.5 million, expiring in various amounts through 2044 or in some cases with no expiration date.

Internal Revenue Code Section 163(j), as amended, generally limits the deduction for business interest expense to thirty percent of adjusted taxable income (notwithstanding the temporary provisions described above from the enactment of the CARES Act), and provides that any disallowed interest expense may be carried forward indefinitely.

Internal Revenue Code Section 163(j), as amended, generally limits the deduction for business interest expense to thirty percent of adjusted taxable income, and provides that any disallowed interest expense may be carried forward indefinitely.

The Company recorded deferred tax assets for federal and state interest limitation carryforwards of $ 453.2 million as of December 31, 2024.

Included in this balance is $ 89.7 million of deferred tax assets that offsets uncertain tax position liabilities recorded in the Company's other long term liability account.

In connection with the taxable separation of the Outdoor division as part of the bankruptcy restructuring, the Company realized a $ 7.2 billion capital loss (gross after attribute reduction calculations).

For federal tax purposes the capital loss can be carried forward 5 years and only be used to offset capital gains.

For state tax purposes, the capital loss has various carryforward periods.

As of December 31, 2023 the tax effected balance of the capital loss carryforwards were $ 1.7 billion.

The Company has recorded a full valuation allowance against the deferred tax asset associated with the federal and state capital loss carryforward as it is not expected to be realized.

The Company expects to realize the benefits of a portion of its remaining deferred tax assets based upon expected future taxable income from deferred tax liabilities that reverse in the relevant federal and state jurisdictions and carryforward periods.

As of December 31, 2023, the Company had

In connection with the taxable separation of the Outdoor division as part of the bankruptcy restructuring in 2019, the Company realized a $ 7.2 billion capital loss (gross after attribute reduction calculations).

For federal tax purposes (and in most state jurisdictions) capital losses can be carried forward 5 years and only be used to offset capital gains.

During 2024, a portion of our federal and state capital loss carryforwards were eliminated through attribute reduction due to the excluded CODI arising from the debt exchange transaction discussed above.

Following the attribute reduction, most of our remaining federal and state capital loss carryforwards expired unused as of December 31, 2024.

The Company has recorded a full valuation allowance against the remaining deferred tax asset associated with the federal and state capital loss carryforward as it is not expected to be realized.

As of December 31, 2024, the Company had recorded a valuation allowance of $ 492.2 million against a portion of these U.S.

federal and state deferred tax assets which it does not expect to realize, relating primarily to disallowed interest carryforwards,

IHEARTMEDIA, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

recorded a valuation allowance of $ 2.0 billion against a portion of these U.S.

federal and state deferred tax assets which it does not expect to realize, relating primarily to capital loss carryforwards, disallowed interest carryforwards, and certain state net operating loss carryforwards.

certain state net operating loss carryforwards and the remaining capital loss carryforwards.

The Company's U.S.

federal and state deferred tax valuation allowance increased by $ 55.0 million during the year ended December 31, 2023 primarily due to an increase in valuation allowances against interest limitation carryforwards.

federal and state deferred tax valuation allowance decreased by $ 1.5 billion during the year ended December 31, 2024 primarily due to expiration of capital loss carryforwards.

Any deferred tax liabilities associated with acquired FCC licenses and tax-deductible goodwill intangible assets are relied upon as sources of future taxable income for purposes of realizing deferred tax assets attributed to carryforwards that have an indefinite life such as the Section 163(j) interest carryforward.

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The Company’s effective tax rates for the years ended December 31, 2024 and 2023 were 13.6 % and 5.4 %, respectively.

The effective tax rates for both years were primarily impacted the valuation allowance adjustments recorded during the years against certain federal and state deferred tax assets for disallowed interest carryforwards due to the uncertainty of the ability to realize those assets in future periods.

In addition, in 2023 the Company recorded a GAAP impairment charge to our non-deductible goodwill as discussed in Note 4, Property, Plant and Equipment, Intangible Assets and Goodwill .

The effective tax rates for both years were primarily impacted by the valuation allowance adjustments recorded during the years against certain federal and state deferred tax assets for disallowed interest carryforwards and state net operating losses due to the uncertainty of the ability to realize those assets in future periods.

The 2024 valuation change was also impacted by the excluded CODI and attribute reduction from the debt exchange transaction described above.

In addition, in both the 2024 and 2023 tax years, the Company recorded a GAAP impairment charge to its non-deductible goodwill as discussed in Note 4, Property, Plant and Equipment, Intangible Assets and Goodwill .

The Company’s effective tax rate for the year ended December 31, 2022 was ( 1.8 )%.

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In addition, $ 0.2 million and $ 0.5 million of unrecognized tax benefits are recorded net with the Company’s deferred tax assets for its net operating losses as opposed to being recorded in “Other long-term liabilities” at December 31, 2024 and 2023, respectively.

The total amount of unrecognized tax benefits at December 31, 2023 and 2022 that, if recognized, would impact the effective income tax rate is $ 32.6 million and $ 22.9 million, respectively.

The total amount of unrecognized tax benefits at December 31, 2024 and 2023 that, if recognized,

IHEARTMEDIA, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

would impact the effective income tax rate is $ 40.9 million and $ 32.6 million, respectively.

The potential reduction in unrecognized tax benefits during the next 12 months is not expected to be material.

(In thousands) Year Ended December 31,

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The majority of all material state, local, and foreign income tax matters have been concluded for years through 2020 with the exception of a current examination in Texas that covers the 2007-2016 tax years.

During 2023, the Company recorded unrecognized tax benefit reserves for federal and state purposes related to the filing of 2020 amended tax returns reflecting additional deductible interest expense in those years that resulted in additional net operating losses being carried forward and utilized in later years.

The amount of unrecognized tax benefit reserves recorded during 2023 related to the amended returns was $ 97.1 million, inclusive of interest.

NOTE 9 – STOCKHOLDERS’ EQUITY (DEFICIT)

NOTE 9 – STOCKHOLDERS' DEFICIT

Pursuant to the Company's 2019 Equity Incentive Plan ("2019 Plan"), the Company historically granted restricted stock units and options to purchase shares of the Company's Class A common stock to certain key individuals.

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Pursuant to our 2021 Plan, we will continue to grant equity awards covering shares of the Company's Class A common stock to certain key individuals.

The 2019 Plan and 2021 Plan are designed to provide an incentive to certain key members of management and service providers of the Company or any of its subsidiaries and non-employee members of the Board of Directors and to offer an additional inducement in obtaining the services of such individuals.

The 2019 Plan and 2021 Plan are designed to provide an incentive to certain key members of management and service providers of the Company or any of its subsidiaries and non-employee members of the and to offer an additional inducement in obtaining the services of such individuals.

The 2019 Plan provided for the grant of (a) options and (b) restricted stock units, which, in each case, may be subject to contingencies or restrictions as set forth under the plan and applicable award agreement.

The 2021 Plan provides for the grant of (a) incentive and non-incentive options, (b) stock appreciation rights, (c) restricted stock, (d) restricted stock units, (e) other stock or cash-based awards and (f) dividend equivalents.

The aggregate number of shares of Class A common stock that may be issued or used for reference purposes with respect to which awards may be granted under the 2021 Plan is equal to the sum of (a) 19,000,000 shares of Class A common stock plus (b) shares of Class A common stock which are subject to outstanding awards under the 2019 Plan, and become available for issuance under the 2021 Plan.

The aggregate number of shares of Class A common stock that may be issued with respect to which awards may be granted under the 2021 Plan is equal to the sum of (a) 19,000,000 shares of Class A common stock plus (b) shares of Class A common stock which are subject to outstanding awards under the 2019 Plan, and become available for issuance under the 2021 Plan (which may not exceed 10,743,222 shares of Class A common stock).

Such shares of common stock may consist either in whole or in part of authorized but unissued shares of common stock, shares purchased on the open market, or shares of common stock held in the treasury of the Company.

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Options granted under the 2019 Plan and 2021 Plan are exercisable at such time or times and subject to such terms and conditions as shall be determined by the Compensation Committee of the Board (the "Committee") at the time of grant.

No options granted under the 2019 Plan or the 2021 Plan provide for any dividends or dividend equivalents thereon.

IHEARTMEDIA, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

No options granted under the 2019 Plan or the 2021 Plan will provide for any dividends or dividend equivalents thereon.

The Company accounts for its share-based payments using the fair value recognition provisions of ASC 718-10, Compensation—Stock Compensation .

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The Company does not estimate forfeitures at grant date, but rather has elected to account for forfeitures when they occur.

There were no options granted during the years ended December 31, 2023 and December 31, 2022.

The following assumptions were used to calculate the fair value of the Company's options on the date of grant:

Year Ended December 31,

Expected volatility 56 %

Expected life in years 6.2 – 6.3

Risk-free interest rate 0.79 % – 1.15 %

Dividend yield — %

There were no options granted during the years ended December 31, 2024, 2023, or 2022.

The following table presents a summary of the Company's stock options outstanding at and stock option activity during the year ended December 31, 2024 ("Price" reflects the weighted average exercise price per share):

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Unvested, January 1, 2024 639 $ 5.99

( 1,571 ) 5.34

Forfeited ( 11 ) 6.76

1 unchanged sentence

(1) The total fair value of the options vested during the year ended December 31, 2024 was $ 3.0 million.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restricted Stock Units ( “ RSUs ” )

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Dividend Equivalents credited to a participant’s account and attributable to any particular RSU (and earnings thereon, if applicable) shall be distributed to the participant upon settlement of such RSU and, if such RSU is forfeited, the participant shall have no right to such Dividend Equivalents.

RSUs vest solely due to continued service over time.

RSUs vest subject to continued service over time.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Performance RSUs generally vest upon the achievement of certain total stockholder return goals, Adjusted EBITDA goals, Social Responsibility goals, and continued service.

The majority of these awards are being measured over an approximately 3 -year period from the date of issuance, while certain Performance RSUs are measured over a 50 -month period from the date of issuance.

The majority of these awards are measured over an approximately 1-year to 3-year period from the date of issuance.

The following table presents a summary of the Company's RSUs outstanding and RSU activity as of and during the year ended December 31, 2024 (“Price” reflects the weighted average share price at the date of grant):

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Common Stock and Special Warrants

The following table presents the Company's Class A Common Stock, Class B Common Stock and Special Warrants issued and outstanding:

(In thousands, except share and per share data) December 31,

Class A Common Stock, par value $ .001 per share, 1,000,000,000 shares authorized

Class B Common Stock, par value $ .001 per share, 1,000,000,000 shares authorized

Special Warrants 5,101,870

Total Class A Common Stock, Class B Common Stock and Special Warrants issued and outstanding 150,748,521

Refer to the Consolidated Balance Sheets for the Company's Class A Common Stock, Class B Common Stock and Special Warrants issued and outstanding.

Class A Common Stock

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Holders of the Company's Class A common stock have the exclusive right to vote for the election of directors.

There is no cumulative voting rights in the election of directors.

There are no cumulative voting rights in the election of directors.

Holders of shares of the Company's Class A common stock are entitled to receive dividends, on a per share basis, when and if declared by the Company's Board out of funds legally available therefor and whenever any dividend is made on the shares of the Company's Class B common stock subject to certain exceptions set forth in our certificate.

The Company may not subdivide or combine (by stock split, reverse stock split, recapitalization, merger, consolidation or any other transaction) its shares of Class A common stock or Class B common stock without subdividing or combining its shares of Class B common stock or Class A common stock, respectively, in a similar manner.

Upon our dissolution or liquidation or the sale of all or substantially all of the Company's assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of the Company's Class A common stock will be entitled to receive pro rata together with holders of the Company's Class B common stock our remaining assets available for distribution.

New Class A common stock certificates issued upon transfer or new issuance of Class A common stock shares contain a legend stating that such shares of Class A common stock are subject to the provisions of our amended and restated certificate of incorporation, including but not limited to provisions governing compliance with requirements of the Communications Act and regulations thereunder, including, without limitation, those concerning foreign ownership and media ownership.

IHEARTMEDIA, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Class B Common Stock

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(a) any amendment or modification of any specific rights or obligations of the holders of Class B common stock that does not similarly affect the rights or obligations of the holders of Class A common stock, in which case the holders of Class B Common Stock will be entitled to a separate class vote, with each share of Class B common stock having one vote;

and (b) to the extent submitted to a vote of our stockholders, (i) the retention or dismissal of outside auditors by the Company, (ii) any dividends or distributions to our stockholders, (ii) any material sale of assets, recapitalization, merger, business combination, consolidation, exchange of stock or other similar reorganization of the Company or any of its subsidiaries, (iv) the adoption of any amendment to our certificate of incorporation, (v) other than in connection with any management equity or similar plan adopted by the Company's Board, any authorization or issuance of equity interests, or any security or instrument convertible into or exchangeable for equity interests, in the Company or any of its subsidiaries, and (vi) the liquidation of the Company, in which case in respect to any such vote concerning the matters described in clause (b), the holders of Class B common stock are entitled to vote with the holders of the Class A common stock, with each share of common stock having one vote and voting together as a single class.

and (b) to the extent submitted to a vote of our stockholders, (i) the retention or dismissal of outside auditors by the Company, (ii) any dividends or distributions to our stockholders, (iii) any material sale of assets, recapitalization, merger, business combination, consolidation, exchange of stock or other similar reorganization of the Company or any of its subsidiaries, (iv) the adoption of any amendment to our certificate of incorporation, (v) other than in connection with any management equity or similar plan adopted by the Company's Board, any authorization or issuance of equity interests, or any security or instrument convertible into or exchangeable for equity interests, in the Company or any of its subsidiaries, and (vi) the liquidation of the Company, in which case in respect to any such vote concerning the matters described in clause (b), the holders of Class B common stock are entitled to vote with the holders of the Class A common stock, with each share of common stock having one vote and voting together as a single class.

Holders of shares of the Company's Class B common stock are generally entitled to convert shares of Class B common stock into shares of Class A common stock on a one -for-one basis, subject to the Company’s ability to restrict conversion in order to comply with the Communications Act and FCC regulations.

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Each Special Warrant issued under the special warrant agreement entered into in connection with the Reorganization may be exercised by its holder to purchase one share of Class A common stock or Class B common stock at an exercise price of $ 0.001 per share, unless the Company in its sole discretion believes such exercise would, alone or in combination with any other existing or proposed ownership of common stock, result in, subject to certain exceptions, (a) such exercising holder owning more than 4.99 percent of the Company's outstanding Class A common stock, (b) more than 22.5 percent of the Company's capital stock or voting interests being owned directly or indirectly by foreign individuals or entities, (c) the Company exceeding any foreign ownership threshold set by the FCC pursuant to a declaratory ruling or specific approval requirement or (d) the Company violating any provision of the Communications Act or restrictions on ownership or transfer imposed by the Company's certificate of incorporation or the decisions, rules and policies of the FCC.

Although the agreement governing the Special Warrants provides that the Company may decline to permit the exercise of Special Warrants if such exercise would result in more than 22.5 % of our capital stock or voting interests being owned directly or indirectly by foreign individuals or entities, the Company received a ruling from the FCC permitting it to have up to 100 % foreign ownership in the aggregate.

Any holder exercising Special Warrants must complete and timely deliver to the warrant agent the required exercise forms and certifications required under the special warrant agreement.

To the extent there are any dividends declared or distributions made with respect to the Class A common stock or Class B common stock, those dividends or distributions will also be made to holders of Special Warrants concurrently and on a pro rata basis based on their ownership of common stock underlying their Special Warrants on an as-exercised basis;

provided , that no such distribution will be made to holders of Special Warrants if (x) the Communications Act or an FCC rule prohibits such distribution to holders of Special Warrants or (y) our FCC counsel opines that such distribution is reasonably likely to cause (i) the Company to violate the Communications Act or any applicable FCC rule or (ii) any such holder not to be deemed to hold a noncognizable (under FCC rules governing foreign ownership) future equity interest in the Company;

provided further , that, if

IHEARTMEDIA, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

provided further , that, if any distribution of common stock or any other securities to a holder of Special Warrants is not permitted pursuant to clauses (x) or (y), the Company will cause economically equivalent warrants to be distributed to such holder in lieu thereof, to the extent that such distribution of warrants would not violate the Communications Act or any applicable FCC rules.

any distribution of common stock or any other securities to a holder of Special Warrants is not permitted pursuant to clauses (x) or (y), the Company will cause economically equivalent warrants to be distributed to such holder in lieu thereof, to the extent that such distribution of warrants would not violate the Communications Act or any applicable FCC rules.

The Special Warrants will expire on the earlier of the twentieth anniversary of the issuance date and the occurrence of a change in control of the Company.

During the year ended December 31, 2023, stockholders exercised 9,383 and 59 Special Warrants for an equivalent number of shares of Class A common stock and Class B common stock, respectively.

During the year ended December 31, 2024, stockholders exercised 62,547 Special Warrants for an equivalent number of shares of Class A common stock.

During the year ended December 31, 2023, stockholders exercised 9,383 and 59 Special Warrants for an equivalent number of shares of Class A common stock and Class B common stock, respectively.

During the year ended December 31, 2022, stockholders exercised 96,516 and 96,602 Special Warrants for an equivalent number of shares of Class A common stock and Class B common stock, respectively.

January 2021 Exchange Substantially Expanding Class A and Class B Shares Outstanding

On January 8, 2021, the Company completed an exchange of 67,471,123 Special Warrants into 45,133,811 shares of Class A common stock, the Company’s publicly traded equity, and 22,337,312 shares of Class B common stock.

The exchange was authorized by a previously issued 2020 Declaratory Ruling from the Federal Communications Commission approving an increase in iHeartMedia’s authorized aggregate foreign ownership from 25 % to 100 %, subject to certain conditions set forth in the 2020 Declaratory Ruling.

Certain shares of Class B common stock and Special Warrants were not converted into Class A Common Stock due to current regulatory restrictions applicable to certain shareholders.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Share-Based Compensation Cost

The following table presents the Company's total share based compensation expense by award type for the years ended 2023, 2022, and 2021:

The following table presents the Company's total share-based compensation expense by award type:

(In thousands) Year Ended December 31,

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Total Share Based Compensation Expense (1)

$ 32,311 $ 35,625 $ 35,457

(1) Total share based compensation expense includes $ 3.7 million and $ 1.0 million of expense from cash settled awards for the years ended December 31, 2024 and 2023, respectively.

There was no expense from cash settled awards for the year ended December 31, 2022.

The share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the vesting period.

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This cost is expected to be recognized over a weighted average period of approximately 1.5 years and assumes Performance RSUs will be fully earned.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Loss per Share

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Diluted $ ( 6.68 ) $ ( 7.39 ) $ ( 1.79 )

(1) All of the outstanding Special Warrants are included in both the basic and diluted weighted average common shares outstanding of the Company for the years ended December 31, 2023, December 31, 2022 and December 31, 2021.

(2) Outstanding equity awards representing 13.6 million, 11.0 million and 10.5 million shares of Class A common stock of the Company for the years ended December 31, 2023, December 31, 2022, and December 31, 2021, respectively, were not included in the computation of diluted earnings per share because to do so would have been antidilutive.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) All of the outstanding Special Warrants are included in both the basic and diluted weighted average common shares outstanding of the Company for the years ended December 31, 2024, 2023, and 2022.

(2) Outstanding equity awards representing 15.1 million, 13.6 million and 11.0 million shares of Class A common stock of the Company for the years ended December 31, 2024, 2023, and 2022, respectively, were not included in the computation of diluted earnings per share because to do so would have been antidilutive.

NOTE 10 – EMPLOYEE BENEFIT PLANS

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In response to the challenging macroeconomic environment, beginning in March 2023, the Company temporarily suspended its 401(k) matching program as an incremental operating-expense-saving initiative.

Contributions of $ 4.4 million and $ 14.9 million made to these plans for the years ended December 31, 2023, and 2022, respectively, were expensed.

The Company did not make any matching contributions in 2021.

iHeartCommunications offers a non-qualified deferred compensation plan for a select group of management or highly compensated employees, under which such employees were able to make an annual election to defer up to 50 % of their annual salary and up to 80 % of their bonus before taxes.

iHeartCommunications suspended all salary and bonus deferrals and company matching contributions to the deferred compensation plan on January 1, 2010.

iHeartCommunications accounts for the plan in accordance with the provisions of ASC 710-10, Compensation—General .

Matching credits on amounts deferred may be made in iHeartCommunications' sole discretion and iHeartCommunications retains ownership of all assets until distributed.

Participants in the plan have the opportunity to allocate their deferrals and any iHeartCommunications matching credits among different investment options, the performance of which is used to determine the amounts to be paid to participants under the plan.

In accordance with the provisions of ASC 710-10, Compensation—General , the assets and liabilities of the non-qualified deferred compensation plan are presented in “Other assets” and “Other long-term liabilities” in the accompanying consolidated balance sheets, respectively.

The asset and liability under the deferred compensation plan at December 31, 2023 was approximately $ 11.5 million recorded in “Other assets” and $ 11.5 million recorded in “Other long-term liabilities”, respectively.

The asset and liability under the deferred compensation plan at December 31, 2022 was approximately $ 10.1 million recorded in “Other assets” and $ 10.1 million recorded in “Other long-term liabilities”, respectively.

Contributions of $ 0.1 million, $ 4.4 million and $ 14.9 million made to these plans for the years ended December 31, 2024, 2023, and 2022, respectively, were expensed.

NOTE 11 – SEGMENT DATA

Segment Adjusted EBITDA is the segment profitability metric reported to the Company’s Chief Operating Decision Maker for purposes of decisions about allocation of resources to, and assessing performance of, each reportable segment.

The Company’s primary businesses are included in its Multiplatform Group and Digital Audio Group segments.

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Corporate includes infrastructure and support, including executive, information technology, human resources, legal, finance and administrative functions for the Company’s businesses.

Share-based payments are recorded in Selling, general and administrative expense.

Segment Adjusted EBITDA is the segment profitability metric reported to the Company’s Chief Operating Decision Maker ("CODM") for purposes of decisions about allocation of resources to, and assessing performance of, each reportable segment.

The Company's CODM is our Chief Executive Officer.

The CODM uses Segment Adjusted EBITDA to evaluate the operating performance of each reportable segment, and to allocate resources.

This measure is the primary measure used by management for the planning and forecasting of future periods, as well as for measuring performance for compensation of executives and segment management.

IHEARTMEDIA, INC.

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Revenue $ 2,372,909 $ 1,164,515 $ 327,055 $ — $ ( 9,947 ) $ 3,854,532

Operating expenses (1)

Direct operating expenses (1)

939,893 600,914 28,848 — ( 3,683 ) 1,565,972

Selling, general and administrative expenses (2)

971,750 184,661 157,533 275,263 ( 6,264 ) 1,582,943

Segment Adjusted EBITDA (3)

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Capital expenditures 52,235 22,481 10,389 12,489 — 97,594

Share-based compensation expense — — — 35,625 — 35,625

(In thousands) Multiplatform Group Digital Audio Group Audio & Media Services Group Corporate and other reconciling items Eliminations Consolidated

1 unchanged sentence

Revenue $ 2,435,368 $ 1,069,167 $ 256,702 $ — $ ( 10,212 ) $ 3,751,025

Operating expenses (1)

Direct operating expenses (1)

919,506 532,218 30,396 — ( 3,737 ) 1,478,383

Selling, general and administrative expenses (2)

962,428 188,080 154,845 277,166 ( 6,475 ) 1,576,044

Segment Adjusted EBITDA (3)

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Share-based compensation expense ( 35,625 )

Operating income $ 56,860

Operating loss $ ( 797,311 )

Segment assets $ 5,443,207 $ 626,004 $ 310,909 $ 576,426 $ ( 3,935 ) $ 6,952,611

1 unchanged sentence

Capital expenditures 58,033 23,179 7,348 14,110 — 102,670

Share-based compensation expense — — — 35,457 — 35,457

IHEARTMEDIA, INC.

4 unchanged sentences

Revenue $ 2,597,190 $ 1,021,824 $ 304,302 $ — $ ( 11,033 ) $ 3,912,283

Operating expenses (1)

Direct operating expenses (1)

907,274 533,810 33,033 — ( 3,853 ) 1,470,264

Selling, general and administrative expenses (2)

924,217 178,976 158,374 237,343 ( 7,180 ) 1,491,730

Segment Adjusted EBITDA (3)

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Capital expenditures 119,624 21,261 8,172 11,912 — 160,969

Share-based compensation expense — — — 23,543 — 23,543

(1) Consolidated operating expenses consist of Direct operating expenses and Selling, general and administrative expenses and exclude Restructuring expenses, share-based compensation expenses and depreciation and amortization.

(2) For a definition of Adjusted EBITDA for the consolidated company and a reconciliation to Operating loss, the most closely comparable GAAP measure, and to Net loss, please see "Reconciliation of Operating Income (Loss) to Adjusted EBITDA" and "Reconciliation of Net Loss to EBITDA and Adjusted EBITDA" in Item 7 of this Annual Report on Form 10-K.

(1) Includes content, programming, and production costs as well as employee compensation, talent fees, event costs, music license fees, and other expenses.

(2) Includes administrative employee compensation, sales commissions, ratings fees, trade and barter expense, and other expenses.

(3) For a definition of Adjusted EBITDA for the consolidated company and a reconciliation to Operating loss, the most closely comparable GAAP measure, and to Net loss, please see "Reconciliation of Operating Loss to Adjusted EBITDA" and "Reconciliation of Net Loss to EBITDA and Adjusted EBITDA" in Item 7 of this Annual Report on Form 10-K.

Beginning on January 1, 2021, Segment Adjusted EBITDA became the segment profitability metric reported to the Company's Chief Operating Decision Maker for purposes of making decisions about allocation of resources to, and assessing performance of, each reportable segment.

2 unchanged sentences

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 8. Financial Statements and Supplementary Data