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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-29 · 42 added, 8 removed, 321 unchanged (13% of the section changed)

22 unchanged sentences

We have audited iHeartMedia, Inc.

and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

and subsidiaries' internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, iHeartMedia, Inc.

and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2024 consolidated financial statements of the Company and our report dated February 27, 2025 expressed an unqualified opinion thereon.

58 unchanged sentences

Financial Statement Schedules.

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

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

Schedule II Valuation and Qualifying Accounts

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

(2) During 2024 the Company reversed valuation allowances of $ 226.6 million related to the capital loss attribute reduction due to the excluded CODI from the debt exchange transaction and utilization of capital loss carryforwards as a result of capital gains during the period.

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

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

(3) During 2024, the company reversed valuation allowances of $ 1.4 billion related to the expiration of the majority of federal and state capital loss carryforwards that were generated in 2019.

Number Description

3 unchanged sentences

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

3.2 Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation of iHeartMedia, Inc., dated June 5, 2024 (incorporated by reference to Exhibit 3.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on June 5, 2024).

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

5 unchanged sentences

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

4.3 Second Supplemental Indenture, dated as of December 20, 2024, by and among iHeartCommunications, Inc., the guarantors party thereto, and U.S.

Bank Trust Company, National Association, as trustee and collateral agent, governing the 6.375% Senior Secured Notes due 2026 (incorporated by reference to Exhibit 4.7 of iHeartMedia, Inc.'s Current Report on Form 8-K filed on December 23, 2024).

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

3 unchanged sentences

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

4.7 Second Supplemental Indenture, dated as of December 20, 2024, by and among iHeartCommunications, Inc., the guarantors party thereto, and U.S.

Bank Trust Company, National Association, as trustee, governing the 8.375% Senior Notes due 2027 (incorporated by reference to Exhibit 4.9 of iHeartMedia, Inc.'s Current Report on Form 8-K filed on December 23, 2024).

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

5 unchanged sentences

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

4.12 Second Supplemental Indenture, dated as of December 20, 2024, by and among iHeartCommunications, Inc., the guarantors party thereto, and U.S.

Bank Trust Company, National Association, as trustee and collateral agent, governing the 5.25% Senior Secured Notes due 2027 (incorporated by reference to Exhibit 4.8 of iHeartMedia, Inc.'s Current Report on Form 8-K filed on December 23, 2024).

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

4 unchanged sentences

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

4.17 Indenture, dated as of December 20, 2024, among iHeartCommunications, Inc., the guarantors party thereto, and U.S.

Bank Trust Company, National Association, as trustee and collateral agent, governing the 9.125% Senior Secured First Lien Notes due 2029, the 7.750% Senior Secured First Lien Notes due 2030 and the 7.000% Senior Secured First Lien Notes due 2031 (incorporated by reference to Exhibit 4.1 of iHeartMedia, Inc.'s Current Report on Form 8-K filed on December 23, 2024).

4.18 Form of 9.125% Senior Secured First Lien Notes due 2029 (incorporated by reference to Exhibit A-1 to Exhibit 4.1 of iHeartMedia, Inc.'s Current Report on Form 8-K filed on December 23, 2024).

4.19 Form of 7.750% Senior Secured First Lien Notes due 2030 (incorporated by reference to Exhibit A-2 to Exhibit 4.1 of iHeartMedia, Inc.'s Current Report on Form 8-K filed on December 23, 2024).

4.20 Form of 7.00% Senior Secured First Lien Notes due 2031 (incorporated by reference to Exhibit A-3 to Exhibit 4.1 of iHeartMedia, Inc.'s Current Report on Form 8-K filed on December 23, 2024).

4.21 Indenture, dated as of December 20, 2024, among iHeartCommunications, Inc., the guarantors party thereto, and U.S.

Bank Trust Company, National Association, as trustee and collateral agent, governing the 10.875% Senior Secured Second Lien Notes due 2030 (incorporated by reference to Exhibit 4.5 of iHeartMedia, Inc.'s Current Report on Form 8-K filed on December 23, 2024).

4.22 Form of 10.875% Senior Secured Second Lien Notes due 2030 (incorporated by reference to Exhibit A-1 to Exhibit 4.5 of iHeartMedia, Inc.'s Current Report on Form 8-K filed on December 23, 2024).

4.23 Voluntary Conversion Agent Agreement, dated as of May 1, 2019, between iHeartMedia, Inc.

1 unchanged sentence

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

4.15* Description of Securities.

4.24 Description of Securities (incorporated by reference to Exhibit 4.15 to iHeartMedia, Inc.'s Annual Report on Form 10-K filed on February 29, 2024).

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

4 unchanged sentences

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

10.4 Joinder Agreement to the ABL Intercreditor Agreement, dated as of December 20, 2024, by and among Bank of America, N.A., as Additional Junior Priority Representative for the Credit Agreement, dated as of December 20, 2024, and U.S.

Bank Trust Company, National Association, as Additional Junior Priority Representative for each of the 2029 First Lien Notes, 2030 First Lien Notes, 2031 First Lien Notes, and Second Lien Notes (incorporated by reference to Exhibit 10.7 of iHeartMedia Inc.'s Current Report on Form 8-K filed on December 23, 2024).

10.5 Amendment No.

1 to the ABL Credit Agreement, dated as of November 6, 2024, by and among iHeartCommunications, the Guarantors party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on November 7, 2024).

10.6† Credit Agreement, dated as of May 1, 2019, by and among iHeartMedia Capital I, LLC, iHeartCommunications, Inc., as borrower, the other guarantors party thereto from time to time, Citibank, N.A., as Administrative Agent and Collateral Agent, and the lenders party thereto, governing the Term Loan Facility (incorporated by reference to Exhibit 10.7 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 2, 2019).

14 unchanged sentences

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

10.11 Amendment No.

5 to Term Loan Credit Agreement, dated as of December 20, 2024, by and among iHeartCommunications, Inc., the guarantors party thereto, the lenders party thereto and Bank of America, N.A.

as administrative agent and collateral agent (incorporated by reference to Exhibit 10.8 of iHeartMedia, Inc.'s Current Report on Form 8-K filed on December 23, 2024).

10.12 Term Loan Exchange Agreement, dated as of December 20, 2024, by and among iHeartCommunications, IH Media + Entertainment I, LLC, the lenders party thereto, BofA, as the administrative agent and collateral agent under the existing credit agreement and BofA, as the administrative agent and collateral agent under the new credit agreement (incorporated by reference to Exhibit 10.1 of iHeartMedia, Inc.'s Current Report on Form 8-K filed on December 23, 2024).

10.13 Credit Agreement, dated as of December 20, 2024, by and among iHeartCommunications, Inc., the guarantors party thereto and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 of iHeartMedia, Inc.'s Current Report on Form 8-K filed on December 23, 2024).

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

1 unchanged sentence

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

10.15 Joinder No.

3 to the First Lien Intercreditor Agreement, dated as of December 20, 2024, by and among iHeartCommunications, Inc., Bank of America, N.A., as the new credit agreement agent, and U.S.

Bank Trust Company, National Association, as the 2029 First Lien Notes collateral agent, the 2030 First Lien Notes collateral agent and the 2031 First Lien Notes collateral agent (incorporated by reference to Exhibit 10.5 of iHeartMedia, Inc.'s Current Report on Form 8-K filed on December 23, 2024).

10.16 Multi-Lien Intercreditor Agreement, dated as of December 20, 2024, by and among iHeartMedia Capital I, LLC, iHeartCommunications, Inc., the other grantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, a first priority representative, and as a third lien existing credit agreement representative, U.S.

Bank Trust Company, National Association, as trustee and collateral agent, a first priority representative and a second priority representative (incorporated by reference to Exhibit 10.3 of iHeartMedia, Inc.'s Current Report on Form 8-K filed on December 23, 2024).

10.17§ iHeartMedia, Inc.

2019 Incentive Equity Plan (incorporated by reference to Exhibit 10.2 of iHeartMedia, Inc.’s Current Report on Form 8-K/A filed on May 7, 2019).

10.18§ Non-Employee Director Compensation Program (incorporated by reference to Exhibit 10.9 to iHeartMedia’s Quarterly Report on Form 10-Q filed on May 9, 2024).

10.19§ Form of Non-Employee Director Restricted Stock Unit Award Agreement with respect to RSUs granted in lieu of annual cash compensation (incorporated by reference to Exhibit 10.3 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on June 5, 2019).

28 unchanged sentences

and Jordan R.

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

Fasbender, dated October 28, 2024 (incorporated by reference to Exhibit 10.3 of iHeartMedia Inc.’s Quarterly Report on Form 10-Q filed on November 7, 2024).

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

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

21* Subsidiaries.

10.63 Transaction Support Agreement, dated as of November 6, 2024, among iHeartMedia, Inc., certain of its direct and indirect subsidiaries and certain lenders and holders (incorporated by referenced to Exhibit 10.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on November 7, 2024).

19.1* Insider Trading Compliance Policy and Procedures.

21* Subsidiary Listing

23* Consent of Ernst & Young LLP.

5 unchanged sentences

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

97.1* Policy for Recovery of Erroneously Awarded Compensation

97.1 Policy for Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97.1 of iHeartMedia Inc.’s Annual Report on Form 10-K filed on February 29, 2024).

101.INS* Inline XBRL Instance Document.

40 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 9A. Controls and Procedures