Item 8. Financial Statements and Supplementary Data
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of iHeartMedia, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of iHeartMedia, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, 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, 2025, and the related notes and financial statement schedule 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 2, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
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 Reporting Unit Goodwill
Description of the Matter
As described in Note 1 and Note 4 to the consolidated financial statements, at December 31, 2025 the Company’s goodwill was $1.1 billion, which includes $731.5 million of goodwill related to the Multiplatform Group (“MPG”) reporting unit. Management conducts impairment tests for goodwill annually, or more frequently, if events or circumstances indicate the carrying value of goodwill may be impaired. The Company performed its annual impairment test for MPG goodwill as of July 1, 2025.
Auditing management’s impairment test for MPG’s goodwill was complex and judgmental and required the involvement of a valuation specialist. The fair value of this reporting unit was estimated by the Company using a discounted cash flow model. The Company’s discounted cash flow model involved assumptions such as projected revenue growth rates, earnings before interest, taxes, depreciation, and amortization (“EBITDA”) margins, and discount rate. These assumptions are sensitive to and are affected by expected future market or economic conditions.
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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 impairment review process, including controls over management’s review of the 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.
To test the estimated fair value of the MPG reporting unit, 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. We compared the projected cash flows to the Company’s historical cash flows, the Company’s peer group, 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 rate. 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 unit that would result from changes in the assumptions. In addition, we also tested management’s reconciliation of the fair value of the reporting unit 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, 2025 the Company’s FCC licenses with indefinite lives were $0.6 billion. Management conducts impairment tests for FCC licenses annually, or more frequently, if events or circumstances indicate the carrying value of their FCC licenses may be impaired. On July 1, 2025, the Company performed its annual impairment test which resulted in recorded FCC license impairment charges of $208.5 million.
The fair value of the FCC licenses was estimated by the Company using a combination of the discounted cash flow model and market approach. Auditing management’s impairment test for FCC licenses using the discounted cash flow model was complex and judgmental and required the involvement of a valuation specialist. The Company’s discounted cash flow models involved assumptions such as 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 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 assumptions used by management, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions. We compared the projected revenue growth rates and EBITDA margins utilized within the 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. Further, we involved our valuation specialist to assist in recalculating the fair values determined under the market approach. 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. Additionally, we have recalculated the impairment charges recorded to FCC Licenses where the estimated fair value is below their carrying values at the impairment assessment date.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since at least 1986, but we are unable to determine the specific year.
San Antonio, Texas
March 2, 2026
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CONSOLIDATED BALANCE SHEETS OF
IHEARTMEDIA, INC. AND SUBSIDIARIES
(In thousands, except share and per share data) December 31,
2025 December 31,
2024
CURRENT ASSETS
Cash and cash equivalents $ 270,921 $ 259,580
Accounts receivable, net of allowance of $ 30,467 in 2025 and $ 36,552 in 2024
959,446 993,328
Prepaid expenses 190,383 97,332
Other current assets 38,577 11,602
Total Current Assets 1,459,327 1,361,842
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, net 398,240 489,843
INTANGIBLE ASSETS AND GOODWILL
Indefinite-lived intangibles - licenses 601,440 809,928
Other intangibles, net 713,777 927,582
Goodwill 1,105,496 1,105,156
OTHER ASSETS
Operating lease right-of-use assets 625,788 668,165
Other assets 221,935 209,180
Total Assets $ 5,126,003 $ 5,571,696
CURRENT LIABILITIES
Accounts payable $ 271,429 $ 253,264
Current operating lease liabilities 60,968 69,516
Accrued expenses 297,296 348,119
Accrued interest 74,111 22,535
Deferred revenue 190,186 154,345
Current portion of long-term debt 73,429 22,501
Total Current Liabilities 967,419 870,280
Long-term debt 4,979,662 5,048,968
Noncurrent operating lease liabilities 674,192 716,586
Deferred income taxes 86,685 102,898
Other long-term liabilities 245,056 204,744
Commitments and contingent liabilities (Note 7)
STOCKHOLDERS' DEFICIT
Noncontrolling interest 4,629 5,289
Preferred stock, par value $ 0.001 per share, 100,000,000 shares authorized, no shares issued and outstanding
— —
Class A Common Stock, par value $ 0.001 per share, authorized 1,000,000,000 shares, issued and outstanding 131,438,774 and 127,474,033 shares in 2025 and 2024, respectively
132 128
Class B Common Stock, par value 0.001 per share, authorized 1,000,000,000 shares, issued and outstanding 21,090,196 and 21,285,914 shares in 2025 and 2024, respectively
21 21
Special Warrants, 5,038,369 and 5,039,323 issued and outstanding in 2025 and 2024, respectively
— —
Additional paid-in capital 2,995,250 2,975,703
Accumulated deficit ( 4,812,949 ) ( 4,340,083 )
Accumulated other comprehensive loss ( 1,878 ) ( 1,885 )
Cost of shares ( 2,364,267 in 2025 and 1,587,031 in 2024) held in treasury
( 12,216 ) ( 10,953 )
Total Stockholders' Deficit ( 1,827,011 ) ( 1,371,780 )
Total Liabilities and Stockholders' Deficit $ 5,126,003 $ 5,571,696
See Notes to Consolidated Financial Statements
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS OF
IHEARTMEDIA, INC. AND SUBSIDIARIES
(In thousands, except per share data) Year Ended December 31,
2025 2024 2023
Revenue $ 3,864,991 $ 3,854,532 $ 3,751,025
Operating expenses:
Direct operating expenses (excludes depreciation and amortization) 1,613,426 1,588,931 1,494,234
Selling, general and administrative expenses (excludes depreciation and amortization) 1,687,616 1,693,679 1,656,171
Depreciation and amortization 360,047 409,582 428,483
Impairment charges 213,908 922,681 965,087
Other operating expense 10,634 2,767 4,361
Operating loss ( 20,640 ) ( 763,108 ) ( 797,311 )
Interest expense, net 402,535 379,434 389,775
Gain (loss) on investments, net ( 43,025 ) 75,523 ( 28,130 )
Equity in loss of nonconsolidated affiliates ( 6,998 ) ( 2,646 ) ( 3,530 )
Gain (loss) on extinguishment of debt and exchange costs ( 1,577 ) ( 97,305 ) 56,724
Other income (expense), net 1,093 ( 926 ) ( 655 )
Loss before income taxes ( 473,682 ) ( 1,167,896 ) ( 1,162,677 )
Income tax benefit 1,795 158,402 62,338
Net loss ( 471,887 ) ( 1,009,494 ) ( 1,100,339 )
Less amount attributable to noncontrolling interest 979 447 2,321
Net loss attributable to the Company $ ( 472,866 ) $ ( 1,009,941 ) $ ( 1,102,660 )
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments 7 ( 757 ) 203
Other comprehensive income (loss), net of tax 7 ( 757 ) 203
Comprehensive loss ( 472,859 ) ( 1,010,698 ) ( 1,102,457 )
Less amount attributable to noncontrolling interest — — —
Comprehensive loss attributable to the Company $ ( 472,859 ) $ ( 1,010,698 ) $ ( 1,102,457 )
Net loss attributable to the Company per common share:
Basic $ ( 3.06 ) $ ( 6.68 ) $ ( 7.39 )
Weighted average common shares outstanding - Basic 154,295 151,272 149,255
Diluted $ ( 3.06 ) $ ( 6.68 ) $ ( 7.39 )
Weighted average common shares outstanding - Diluted 154,295 151,272 149,255
See Notes to Consolidated Financial Statements
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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) OF
IHEARTMEDIA, INC. AND SUBSIDIARIES
(In thousands, except share data) Controlling Interest
Common Shares (1)
Non-
controlling
Interest Common
Stock Additional
Paid-in
Capital Accumulated
Deficit Accumulated
Other
Comprehensive
Loss Treasury
Stock
Class A
Shares Class B
Shares Special Warrants Total
Balances at December 31, 2022
122,370,425 21,477,181 5,111,312 $ 9,609 $ 144 $ 2,912,500 $ ( 2,227,482 ) $ ( 1,331 ) $ ( 8,934 ) $ 684,506
Net income (loss) 2,321 — — ( 1,102,660 ) — — ( 1,100,339 )
Vesting of restricted stock and other 1,789,603 — 2 ( 2 ) — — ( 1,193 ) ( 1,193 )
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 comprehensive income — — — — 203 — 203
Balances at December 31, 2023
124,299,288 21,347,363 5,101,870 $ 9,397 $ 146 $ 2,947,096 $ ( 3,330,142 ) $ ( 1,128 ) $ ( 10,127 ) $ ( 384,758 )
Net income (loss) 447 — — ( 1,009,941 ) — — ( 1,009,494 )
Vesting of restricted stock and other 3,050,749 — 3 ( 3 ) — — ( 826 ) ( 826 )
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 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 )
Net income (loss) 979 — — ( 472,866 ) — — ( 471,887 )
Vesting of restricted stock and other 3,768,069 — 4 ( 4 ) — — ( 1,263 ) ( 1,263 )
Share-based compensation — — 19,551 — — — 19,551
Dividends declared and paid to noncontrolling interests ( 1,639 ) — — — — — ( 1,639 )
Conversion of Special Warrants to Class A and B Shares 932 22 ( 954 ) — — — — — — —
Conversion of Class B Shares to Class A Shares 195,740 ( 195,740 ) — — — — — — —
Other comprehensive income — — — — 7 — 7
Balances at December 31, 2025
131,438,774 21,090,196 5,038,369 $ 4,629 $ 153 $ 2,995,250 $ ( 4,812,949 ) $ ( 1,878 ) $ ( 12,216 ) $ ( 1,827,011 )
(1) The Company's Preferred Stock is not presented in the data above as there were no shares issued and outstanding in 2025, 2024, 2023, or 2022.
See Notes to Consolidated Financial Statements
58
CONSOLIDATED STATEMENTS OF CASH FLOWS OF
IHEARTMEDIA, INC. AND SUBSIDIARIES
(In thousands) Year Ended December 31,
2025 2024 2023
Cash flows from operating activities:
Net loss $ ( 471,887 ) $ ( 1,009,494 ) $ ( 1,100,339 )
Reconciling items:
Impairment charges 213,908 922,681 965,087
Depreciation and amortization 360,047 409,582 428,483
Deferred taxes ( 16,210 ) ( 236,863 ) ( 144,588 )
Provision for doubtful accounts 19,173 15,888 29,488
Amortization of deferred financing charges and note discounts, net 3,013 5,611 6,739
Share-based compensation 19,551 28,610 34,598
Loss on disposal of operating and other assets 9,555 1,466 2,290
(Gain) loss on investments, net 43,025 ( 75,523 ) 28,130
Equity in loss of nonconsolidated affiliates 6,998 2,646 3,530
(Gain) loss on extinguishment of debt — 275 ( 56,724 )
Barter and trade income ( 141,131 ) ( 53,170 ) ( 54,052 )
Other reconciling items, net ( 869 ) 1,594 347
Changes in operating assets and liabilities:
(Increase) Decrease in accounts receivable 16,783 28,388 ( 31,091 )
(Increase) Decrease in prepaid & other current assets ( 32,519 ) 11,470 ( 5,388 )
Decrease in other long-term assets 852 814 7,269
Increase (Decrease) in accounts payable 18,597 18,593 ( 3,097 )
Increase (Decrease) in accrued expenses ( 40,694 ) 54,508 87,773
Increase (Decrease) in accrued interest 43,805 ( 39,453 ) ( 2,177 )
Increase (Decrease) in deferred revenue 26,003 ( 18,179 ) 18,135
Increase (Decrease) in other long-term liabilities 14,583 1,985 ( 1,351 )
Net cash provided by operating activities 92,583 71,429 213,062
Cash flows from investing activities:
Purchases of property, plant and equipment ( 81,672 ) ( 97,594 ) ( 102,670 )
Proceeds from disposal of assets 21,539 3,154 56,956
Proceeds from sale of investment securities 1,656 101,756 3,864
Change in other, net ( 7,763 ) ( 6,808 ) ( 9,484 )
Net cash provided by (used for) investing activities ( 66,240 ) 508 ( 51,334 )
Cash flows from financing activities:
Proceeds from revolving credit facilities 100,000 — —
Payments on revolving credit facilities ( 50,000 ) — —
Payments on long term debt ( 62,360 ) ( 151,357 ) ( 148,433 )
Dividends and other payments to noncontrolling interests ( 1,639 ) ( 4,555 ) ( 2,533 )
Change in other, net ( 1,314 ) ( 2,433 ) ( 1,192 )
Net cash used for financing activities ( 15,313 ) ( 158,345 ) ( 152,158 )
Effect of exchange rate changes on cash 311 ( 394 ) 151
Net increase (decrease) in cash, cash equivalents and restricted cash 11,341 ( 86,802 ) 9,721
Cash, cash equivalents and restricted cash at beginning of period 259,580 346,382 336,661
Cash, cash equivalents and restricted cash at end of period $ 270,921 $ 259,580 $ 346,382
SUPPLEMENTAL DISCLOSURES:
Cash paid during the year for interest $ 361,175 $ 427,467 $ 392,687
Cash paid during the year for income taxes, net 16,330 13,394 14,006
See Notes to Consolidated Financial Statements
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IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
iHeartMedia, Inc. (the “Company,” "iHeartMedia," "we" or "us") was formed in May 2007 for the purpose of acquiring the business of iHeartCommunications, Inc., a Texas company (“iHeartCommunications”), which occurred on July 30, 2008. Prior to the consummation of the acquisition of iHeartCommunications, iHeartMedia had not conducted any activities, other than activities incident to its formation in connection with the acquisition, and did not have any assets or liabilities, other than those related to the acquisition. In 2018, the Company filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code, and in 2019, the Company emerged from Chapter 11 through a series of transactions that resulted in a decrease in the Company's debt ("Emergence").
The Company reports based on three reportable segments:
• the Multiplatform Group, which includes the Company's Broadcast radio, Networks and Sponsorships and Events businesses;
• the Digital Audio Group, which includes all of the Company's Digital businesses, including Podcasting; and
• the Audio & Media Services Group, which includes Katz Media, a full-service media representation business, and RCS, a provider of scheduling and broadcast software and services.
These reporting segments reflect how senior management operates the Company. 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 ("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. Restructuring expenses include severance and other expenses incurred in connection with cost saving initiatives, as well as certain expenses, which, in the view of management, are outside the ordinary course of business or otherwise not representative of the Company's operations during a normal business cycle.
Economic Conditions
The Company's advertising revenue, cash flows, and cost of capital are impacted by changes in economic conditions. Higher interest rates and inflation have continued to contribute to a challenging macroeconomic environment. This challenging environment has led to broader market uncertainty which has impacted the Company's revenues and cash flows. The current market uncertainty and macroeconomic conditions, a recession, or a downturn in the U.S. economy could have a significant impact on the Company's ability to generate revenue and cash flows.
The Company performs its annual impairment test on goodwill and indefinite-lived intangible assets, including Federal Communication Commission ("FCC") licenses, as of July 1 of each year. As a result of the 2025 annual testing, the Company recognized a non-cash impairment charge of $ 208.5 million on its FCC licenses as of July 1, 2025 and for the year ended December 31, 2025. During 2024, the Company performed interim impairment testing which resulted in a non-cash impairment charge of $ 304.1 million on its FCC licenses as of June 30, 2024.
The annual impairment test for each reporting unit's goodwill resulted in no impairment charges as of July 1, 2025 and for the year ended December 31, 2025. The interim impairment testing as of June 30, 2024 resulted in a non-cash impairment charge of $ 616.1 million to reduce the Company's goodwill balance.
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IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
During the year ended December 31, 2025, iHeartCommunications borrowed $100.0 million under the $ 450.0 million senior secured asset-based revolving credit facility entered into on May 17, 2022 (as amended, the "ABL Facility"). This borrowing was executed as a short-term liquidity management strategy to provide financial flexibility in response to recent market uncertainty. During the fourth quarter of 2025, the Company repaid $50.0 million of the outstanding balance. The remaining funds outstanding are available to support working capital requirements and general corporate purposes. As of December 31, 2025, the ABL Facility had a facility size of $ 450.0 million and $ 31.1 million in outstanding letters of credit, resulting in $ 368.9 million available for borrowing following the $ 50.0 million of outstanding borrowings.
As of December 31, 2025, the Company had approximately $ 270.9 million in cash and cash equivalents, and total available liquidity was $ 639.8 million. Based on current available liquidity, the Company expects to be able to meet its obligations as they become due over the coming year.
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates, judgments, and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes including, but not limited to, legal, tax and insurance accruals. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries. Also included in the consolidated financial statements are entities for which the Company has a controlling financial interest or is the primary beneficiary. Investments in companies in which the Company owns 20% to 50% of the voting common stock or otherwise exercises significant influence over operating and financial policies of the Company are accounted for using the equity method of accounting. All significant intercompany accounts have been eliminated in consolidation.
Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less.
Accounts Receivable
Accounts receivable are recorded when the Company has an unconditional right to payment, either because it has satisfied a performance obligation prior to receiving payment from the customer or has a non-cancelable contract that has been billed in advance in accordance with the Company’s normal billing terms.
Accounts receivable are recorded at the invoiced amount, net of reserves for sales allowances and allowances for credit losses. The Company evaluates the collectability of its accounts receivable based on a combination of factors. In circumstances where it is aware of a specific customer’s inability to meet its financial obligations, it records a specific reserve to reduce the amounts recorded to what it believes will be collected. For all other customers, it recognizes reserves for bad debt based on historical experience of bad debts as a percent of accounts receivable for each business unit, adjusted for relative improvement or deterioration in the agings and changes in current economic conditions. The Company believes its concentration of credit risk is limited due to the large number of its customers.
Business Combinations
The Company accounts for its business combinations under the acquisition method of accounting. The total cost of an acquisition is allocated to the underlying identifiable net assets, based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management's judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives and market multiples, among other items. Various acquisition agreements may include contingent purchase consideration based on performance requirements of the investee. The Company accounts for these payments in conformity with the provisions of ASC 805-20-30, which establish the requirements related to recognition of certain assets and liabilities arising from contingencies.
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IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Depreciation is computed using the straight-line method at rates that, in the opinion of management, are adequate to allocate the cost of such assets over their estimated useful lives, which are as follows:
Buildings and improvements – 10 to 39 years
Towers, transmitters and studio equipment – 5 to 40 years
Computer equipment and software - 3 years
Furniture and other equipment – 5 to 7 years
Leasehold improvements – shorter of economic life or lease term assuming renewal periods, if appropriate
For assets associated with a lease or contract, the assets are depreciated at the shorter of the economic life or the lease or contract term, assuming renewal periods, if appropriate. Expenditures for maintenance and repairs are charged to operations as incurred, whereas expenditures for renewal and betterments are capitalized.
The Company tests for possible impairment of property, plant, and equipment whenever events and circumstances indicate that depreciable assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. When specific assets are determined to be unrecoverable, the cost basis of the asset is reduced to reflect the current fair market value.
Assets and businesses are classified as held for sale if their carrying amount will be recovered or settled principally through a sale transaction rather than through continuing use. The asset or business must be available for immediate sale and the sale must be highly probable within one year.
Leases
The Company enters into operating lease contracts for land, buildings, structures and other equipment. Arrangements are evaluated at inception to determine whether such arrangements contain a lease. 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, 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. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the respective lease term. Lease expense is recognized on a straight-line basis over the lease term.
Certain of the Company's operating lease agreements include rental payments that are adjusted periodically for inflationary changes. Payments due to changes in inflationary adjustments are included within variable rent expense, which is accounted for separately from periodic straight-line lease expense.
Certain of the Company's leases provide options to extend the terms of the agreements. The Company considers renewal periods in determining its lease terms if at inception of the lease there is reasonable assurance the lease will be renewed. Generally, renewal periods are excluded from minimum lease payments when calculating the lease liabilities as, for most leases, the Company does not consider exercise of such options to be reasonably certain. As a result, unless a renewal option is considered reasonably certain, the optional terms and related payments are not included within the lease liability. For those leases for which renewal periods are included in calculating minimum lease liabilities, any adjustments resulting from changes in circumstances which result in the renewal options no longer being reasonably certain are accounted for as changes in estimates. The Company's lease agreements do not contain any residual value guarantees or restrictive covenants.
The implicit rate within the Company's lease agreements is generally not determinable. As such, the Company uses the incremental borrowing rate ("IBR") to determine the present value of lease payments at the commencement of the lease. The IBR, as defined in ASC 842, is "the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment." The Company elected to use the
62
IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
practical expedient to not separate non-lease components from the associated lease component for all classes of the Company's assets.
When the Company decides to abandon a leased property before the expiration of the lease term, management assesses whether such property will be subleased. If it is determined that subleasing the property for the remaining lease term is reasonable, management estimates the fair value of the sublease payments to be received and compares the estimated fair value to the ROU asset. 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.
Indefinite-lived Intangible Assets
The Company’s indefinite-lived intangible assets consist of FCC broadcast licenses in its Multiplatform Group segment. The Company’s indefinite-lived intangible assets are not subject to amortization, but are tested for impairment at least annually. The Company tests for possible impairment of indefinite-lived intangible assets whenever events or changes in circumstances, such as a significant reduction in operating cash flow or a significant change in the manner for which the asset is intended to be used indicate that the carrying amount of the asset may not be recoverable.
The Company performs its annual impairment test for its FCC licenses using a combination of direct and market valuation approaches. The Company engages a third-party valuation firm to assist the Company in the development of these assumptions and the Company’s determination of the fair value of its FCC licenses. The Company performs its annual impairment test on its FCC licenses on July 1 of each year, and performs interim impairment tests whenever events and circumstances indicate that the FCC licenses might be impaired.
The impairment tests for indefinite-lived intangible assets consist of a comparison between the fair value of the indefinite-lived intangible asset at the market level with its carrying amount. If the carrying amount of the indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized equal to that excess. After an impairment loss is recognized, the adjusted carrying amount of the indefinite-lived asset is its new accounting basis. Under the direct valuation method, the fair value of the indefinite-lived assets is calculated at the market level as prescribed by ASC 350-30-35. The Company engaged a third-party valuation firm to assist it in the development of the assumptions and the Company’s determination of the fair value of its indefinite-lived intangible assets.
The application of the direct valuation method attempts to isolate the income that is attributable to the indefinite-lived intangible asset alone (that is, apart from tangible and identified intangible assets and goodwill). It is based upon modeling a hypothetical “greenfield” build-up to a “normalized” enterprise that, by design, lacks inherent goodwill and whose only other assets have essentially been paid for (or added) as part of the build-up process. The Company forecasts revenue, expenses, and cash flows over a ten-year period for each of its markets in its application of the direct valuation method. The Company also calculates a “normalized” residual year which represents the perpetual cash flows of each market. The residual year cash flow was capitalized to arrive at the terminal value of the licenses in each market.
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. Thus, the buyer incurs start-up costs during the build-up phase which are normally associated with going concern value. Initial capital costs are deducted from the discounted cash flow model which results in value that is directly attributable to the indefinite-lived intangible assets.
Key assumptions using the direct valuation method are market revenue growth rates, profit margin, and the risk-adjusted discount rate, as well as other assumptions including market share, duration and profile of the build-up period, estimated start-up costs and capital expenditures. 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 its FCC licenses.
FCC licenses valued using a market approach estimate the fair value by referencing recent transactions involving comparable spectrum assets. This method considers observable market data, adjusted for differences in signal strength and market size. In
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applying the market approach, the Company considered current market conditions and industry trends in evaluating the relevance and comparability of observed transactions.
Other Intangible Assets
Other intangible assets include definite-lived intangible assets. The Company’s definite-lived intangible assets primarily include customer and advertiser relationships, talent and representation contracts, trademarks and tradenames and other contractual rights, all of which are amortized over the shorter of either the respective lives of the agreements or over the period of time the assets are expected to contribute directly or indirectly to the Company’s future cash flows. The Company periodically reviews the appropriateness of the amortization periods related to its definite-lived intangible assets. These assets are recorded at amortized cost.
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. When specific assets are determined to be unrecoverable, the cost basis of the asset is reduced to reflect the current fair market value.
Goodwill
At least annually, the Company performs its impairment test for each reporting unit’s goodwill. The Company also tests goodwill at interim dates if events or changes in circumstances indicate that goodwill might be impaired.
The Company identified its reporting units in accordance with ASC 350-20-55. The goodwill impairment test requires measurement of the fair value of the Company's reporting units, which is compared to the carrying value of the reporting units, including goodwill. Each reporting unit is valued using a discounted cash flow model which requires estimating future cash flows expected to be generated from the reporting unit, discounted to their present value using a risk-adjusted discount rate. Terminal values are also estimated and discounted to their present value. Assessing the recoverability of goodwill requires estimates and assumptions about sales, operating margins, growth rates and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and marketplace data.
The Company performs its annual impairment test on its goodwill on July 1 of each year. For a complete discussion of our annual impairment tests and interim tests performed, see Note 4, Property, Plant and Equipment, Intangible Assets and Goodwill .
Other Investments
We apply ASC 321, Investments - Equity Securities , which requires us to measure all equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in earnings. For equity securities without readily determinable fair values, we have elected the measurement alternative under which we measure these investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.
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.
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, 2025 and 2024.
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Long-Term Debt
In connection with the completed exchange offers in December 2024, 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 completed exchange offers, refer to Note 6, Long-Term Debt .
Income Taxes
The Company accounts for income taxes using the liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting bases and tax bases of assets and liabilities and are measured using the enacted tax rates expected to apply to taxable income in the periods in which the deferred tax asset or liability is expected to be realized or settled. Deferred tax assets are reduced by valuation allowances if the Company believes it is more likely than not that some portion or the entire asset will not be realized. The Company has not provided U.S. federal income taxes for 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 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. taxes. 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.
Revenue Recognition
The Company recognizes revenue when or as it satisfies a performance obligation by transferring a promised good or service to a customer. Where third-parties are involved in the provision of goods and services to a customer, revenue is recognized at the gross amount of consideration the Company expects to receive if the Company controls the promised good or service before it is transferred to the customer; otherwise, revenue is recognized at the net amount the Company retains. 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 events. Revenues for advertising spots are recognized at the point in time when the advertisement is broadcast. Revenues for event sponsorships are recognized over the period of the event. Multiplatform Group also generates revenues from programming talent, network syndication, traffic and weather data, and other miscellaneous transactions, which are recognized when the services are transferred to the customer. Multiplatform Group's contracts with advertisers are typically a year or less in duration and are generally billed monthly upon satisfaction of the performance obligations.
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. Revenues for digital advertising are recognized over time based on impressions delivered or time elapsed, depending upon the terms of the contract. Digital Audio Group’s contracts with advertisers are typically a year or less in duration and are generally billed monthly upon satisfaction of the performance obligations.
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 part of the Audio and Media Services Group segment. Revenues from these contracts are recognized at the point in time when the advertisements are broadcast. Because the Company is a representative of its media clients and does not control the advertising inventory before it is transferred to the advertiser, the Company recognizes revenue at the net amount of contractual commissions retained for its representation services. The Company’s media representation contracts typically have terms up to ten years in duration and are generally billed monthly upon satisfaction of the performance obligations.
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The Company recognizes revenue in amounts that reflect the consideration it expects to receive in exchange for transferring goods or services to customers, excluding sales taxes and other similar taxes collected on behalf of governmental authorities (the "transaction price”). When this consideration includes a variable amount, the Company estimates the amount of consideration it expects to receive and only recognizes revenue to the extent that it is probable it will not be reversed in a future reporting period. 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.
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. If a promised good or service does not meet the criteria to be considered distinct, it is combined with other promised goods or services until a distinct bundle of goods or services exists.
For revenue arrangements that contain multiple distinct goods or services, the Company allocates the transaction price to these performance obligations in proportion to their relative standalone selling prices or the best estimate of their fair values. However, where the Company provides customers with free or discounted services as part of contract negotiations, management uses judgment to determine how much of the transaction price to allocate to these performance obligations. These free or discounted services are typically provided in the same performance period.
Contract Costs
Incremental costs of obtaining a contract primarily relate to sales commissions, which are included in selling, general and administrative expenses and are generally commensurate with sales. These costs are generally expensed when incurred because the period of benefit is one year or less.
Advertising Expense
The Company records advertising expense as it is incurred. Advertising expenses were $ 289.7 million, $ 254.9 million, and $ 233.9 million for the years ended December 31, 2025, 2024, and 2023, respectively, which includes $ 266.3 million, $ 230.0 million, and $ 210.2 million in barter advertising, respectively.
Share-Based Compensation
Under the fair value recognition provisions of ASC 718, share-based compensation cost is measured at the grant date based on the fair value of the award. For awards that vest based on market or service conditions, this cost is recognized as expense on a straight-line basis over the vesting period. 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 judgment, such as expected volatility, among other factors.
Foreign Currency
Results of operations for foreign subsidiaries and foreign equity investees are translated into U.S. dollars using average exchange rates during the year. The assets and liabilities of those subsidiaries and investees are translated into U.S. dollars using the exchange rates at the balance sheet date. 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.
Reclassifications
Certain prior period amounts have been reclassified to conform to the 2025 presentation, including reclassifying prepaid expense assets associated with trade and barter arrangements from “(Increase) Decrease in prepaid expenses and other current assets” to “Barter and trade income” in the Consolidated Statements of Cash Flows.
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Restricted Cash
As of December 31, 2025 and 2024, the Company did no t have any restricted cash balances on the Consolidated Balance Sheets.
Certain Relationships and Related Party Transactions
From time to time, certain companies in which the Company holds minority equity interests, purchase advertising in the ordinary course. None of these ordinary course transactions have had a material impact on the Company.
New Accounting Pronouncements Recently Adopted
In December 2023, the FASB issued Update 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the disclosure requirements for income tax rate reconciliation, domestic and foreign income taxes, and unrecognized tax benefits. The amendments of ASU 2023-09 are effective for annual periods beginning after December 15, 2024. The Company retrospectively adopted this guidance beginning with the 2023 annual period.
New Accounting Pronouncements Not Yet Adopted
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 its disclosures, including timing and method of adoption.
In September 2025, the FASB issued Update 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), which modernizes the accounting guidance for internal-use software costs. The amendments of ASU 2025-06 are effective for fiscal years beginning after December 15, 2027, and for interim reporting periods within those annual reporting periods. 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 financial statements, including timing and method of adoption.
In December 2025, the FASB issued Update 2025-12 — Codification Improvements, which provides for several updates to the codification. The amendments of ASU 2025-12 are effective for annual periods beginning after December 15, 2026, and interim periods within those annual periods and early adoption is permitted. The Company is currently evaluating the impact of this standard on its financial statements, including timing and method of adoption.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – REVENUE
The Company generates revenue from several sources:
• The primary source of revenue in the Multiplatform Group segment is the sale of advertising on the Company’s radio stations. This segment also generates revenues from programming talent, network syndication, traffic and weather data, live and virtual events and other miscellaneous transactions.
• 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 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.
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Disaggregation of Revenue
The following table shows revenue streams for the Company:
(In thousands) Multiplatform Group Digital Audio Group Audio and Media Services Group Eliminations Consolidated
Year Ended December 31, 2025
Revenue from contracts with customers:
Broadcast Radio (1)
$ 1,633,403 $ — $ — $ — $ 1,633,403
Networks (2)
439,770 — — — 439,770
Sponsorship and Events (3)
182,015 — — — 182,015
Digital, excluding Podcast (4)
— 765,698 — ( 4,827 ) 760,871
Podcast (5)
— 563,724 — — 563,724
Audio & Media Services (6)
— — 272,545 ( 5,698 ) 266,847
Other (7)
17,799 — — — 17,799
Total 2,272,987 1,329,422 272,545 ( 10,525 ) 3,864,429
Revenue from leases (8)
562 — — — 562
Revenue, total $ 2,273,549 $ 1,329,422 $ 272,545 $ ( 10,525 ) $ 3,864,991
Year Ended December 31, 2024
Revenue from contracts with customers:
Broadcast Radio (1)
$ 1,726,934 $ — $ — $ — $ 1,726,934
Networks (2)
437,212 — — — 437,212
Sponsorship and Events (3)
187,344 — — — 187,344
Digital, excluding Podcast (4)
— 715,736 — ( 4,626 ) 711,110
Podcast (5)
— 448,779 — — 448,779
Audio & Media Services (6)
— — 327,055 ( 5,321 ) 321,734
Other (7)
20,632 — — — 20,632
Total 2,372,122 1,164,515 327,055 ( 9,947 ) 3,853,745
Revenue from leases (8)
787 — — — 787
Revenue, total $ 2,372,909 $ 1,164,515 $ 327,055 $ ( 9,947 ) $ 3,854,532
Year Ended December 31, 2023
Revenue from contracts with customers:
Broadcast Radio (1)
$ 1,752,166 $ — $ — $ — $ 1,752,166
Networks (2)
466,404 — — — 466,404
Sponsorship and Events (3)
191,434 — — — 191,434
Digital, excluding Podcast (4)
— 661,319 — ( 4,800 ) 656,519
Podcast (5)
— 407,848 — — 407,848
Audio & Media Services (6)
— — 256,702 ( 5,412 ) 251,290
Other (7)
23,351 — — — 23,351
Total 2,433,355 1,069,167 256,702 ( 10,212 ) 3,749,012
Revenue from leases (8)
2,013 — — — 2,013
Revenue, total $ 2,435,368 $ 1,069,167 $ 256,702 $ ( 10,212 ) $ 3,751,025
(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.
(3) Sponsorship and events revenue is generated through local events and major nationally-recognized tent pole events and include sponsorship and other advertising revenue, ticket sales, and licensing, as well as endorsement and appearance fees generated by on-air talent.
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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 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. As a media representation firm, Katz Media generates revenue via commissions on media sold on behalf of the radio and television stations that it represents, while RCS generates revenue by providing broadcast software and media streaming, along with research services for radio stations, broadcast television stations, cable channels, record labels, ad agencies and Internet stations worldwide.
(7) Other revenue represents fees earned for miscellaneous services, including on-site promotions, activations, and local marketing agreements.
(8) Revenue from leases is primarily generated by the lease of towers to other media companies, which are all categorized as operating leases.
Trade and Barter
Trade and barter transactions represent the exchange of advertising spots for merchandise, services, other advertising or other assets in the ordinary course of business. The transaction price for these contracts is measured at the estimated fair value of the non-cash consideration received unless this is not reasonably estimable, in which case the consideration is measured based on the standalone selling price of the advertising spots promised or delivered to the customer. Trade and barter revenues and expenses, which are included in consolidated revenue and selling, general and administrative expenses, respectively, were as follows:
Year Ended December 31,
(In thousands) 2025 2024 2023
Consolidated:
Trade and barter revenues $ 381,258 $ 261,760 $ 255,721
Trade and barter expenses ( 295,436 ) ( 260,464 ) ( 234,984 )
Barter revenues for investments (1)
55,309 51,874 33,315
Total trade and barter income $ 141,131 $ 53,170 $ 54,052
(1) Revenue in connection with investments made in companies in exchange for advertising services.
The increase in trade and barter revenues and expenses in 2025 is the result of strategic marketing initiatives as discussed in Part II, Item 7 of this Annual Report on Form 10-K.
Deferred Revenue
The following tables show the Company’s deferred revenue balance from contracts with customers:
Year Ended December 31,
(In thousands) 2025 2024 2023
Deferred revenue from contracts with customers:
Beginning balance (1)
$ 173,766 $ 181,899 $ 157,910
Revenue recognized, included in beginning balance ( 136,208 ) ( 135,442 ) ( 112,224 )
Additions, net of revenue recognized during period, and other 167,180 127,309 136,213
Ending balance $ 204,738 $ 173,766 $ 181,899
(1) Deferred revenue from contracts with customers, which excludes other sources of deferred revenue that are not related to contracts with customers, is included within deferred revenue and other long-term liabilities on the Consolidated Balance Sheets, depending upon when revenue is expected to be recognized.
The Company’s contracts with customers generally have a term of one year or less. However, as of December 31, 2025, the Company expects to recognize $ 274.0 million of revenue in future periods for remaining performance obligations from current contracts with customers that have an original expected duration of greater than one year, with substantially all of this amount
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to be recognized over the next five years . Commissions related to the Company’s media representation business have been excluded from this amount as they are contingent upon future sales.
NOTE 3 – LEASES
In September 2023, the Company completed the sale 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. The Company realized a net loss of $ 3.2 million on the sale, which was recorded in Other operating expense, net in the statement of comprehensive loss. The leases are for an initial term of ten years and include four optional five-year renewal periods. 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 statement of comprehensive loss :
Year Ended December 31,
(In thousands) 2025 2024 2023
Operating lease expense $ 133,186 $ 132,443 $ 132,059
Variable lease expense 26,803 27,150 25,114
Non-cash impairment of ROU assets 5,407 2,045 6,058
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,
(In thousands) 2025 2024
Operating lease weighted average remaining lease term (in years) 12.0 12.4
Operating lease weighted average discount rate 10.1 % 9.8 %
As of December 31, 2025, the Company’s future maturities of operating lease liabilities were as follows:
(In thousands)
2026 $ 127,357
2027 128,610
2028 121,811
2029 111,229
2030 99,642
Thereafter 764,160
Total lease payments $ 1,352,809
Less: Effect of discounting 617,649
Total operating lease liability $ 735,160
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The following table provides supplemental cash flow information related to leases:
Year Ended December 31,
(In thousands) 2025 2024 2023
Cash paid for amounts included in measurement of operating lease liabilities $ 148,211 $ 149,432 $ 141,869
Lease liabilities arising from obtaining right-of-use assets (1)
$ 29,142 29,819 47,430
(1) Lease liabilities from obtaining right-of-use assets includes new leases entered into during the years ended December 31, 2025, 2024, and 2023.
The Company reflects changes in the lease liability and changes in the ROU asset on a net basis in the Statements of Cash Flows. The non-cash operating lease expense was $ 63.4 million, $ 62.1 million, and $ 67.1 million for the years ended December 31, 2025, 2024, and 2023, respectively.
NOTE 4 – PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND GOODWILL
Property, Plant and Equipment
The Company’s property, plant and equipment consisted of the following classes of assets:
(In thousands) December 31,
2025 December 31,
2024
Land, buildings and improvements $ 304,437 $ 335,502
Towers, transmitters and studio equipment 215,697 207,349
Computer equipment and software 749,083 741,259
Furniture and other equipment 54,129 54,108
Construction in progress 11,895 12,186
1,335,241 1,350,404
Less: accumulated depreciation 937,001 860,561
Property, plant and equipment, net $ 398,240 $ 489,843
Indefinite-lived Intangible Assets
The Company’s indefinite-lived intangible assets consist of FCC broadcast licenses in its Multiplatform Group segment and were $ 601.4 million and $ 809.9 million at December 31, 2025 and 2024, respectively. 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 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. The Company does not believe that the technology of wireless broadcasting will be replaced in the foreseeable future.
Indefinite-lived Intangible Assets Impairment
The Company performs its annual impairment test on indefinite-lived intangible assets, including FCC licenses, as of July 1 of each year. In addition, the Company tests for impairment of indefinite-lived intangible assets whenever events and circumstances indicate that such assets might be impaired.
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As discussed in Note 1, Basis of Presentation , macroeconomic uncertainty, including persistent inflation and elevated interest rates, has contributed to slowing broadcast revenue growth and declines in margins. These factors have negatively impacted the key assumptions used in the discounted cash flow models which are utilized to value our FCC licenses, particularly the industry profit margins used in estimating the market profitability. Based on the Company's testing, the estimated fair values of its FCC licenses were below their carrying values. As a result, the Company recorded a non-cash impairment charge of $ 208.5 million to the FCC licenses balance as part of the 2025 annual impairment test in the third quarter of 2025.
The Company recognized a non-cash impairment charge of $ 304.1 million on its FCC licenses as a result of the interim impairment assessment performed in the second quarter of 2024. 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 part of the interim impairment testing 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.
Since our emergence from bankruptcy in 2019, we have recorded $ 1.7 billion of cumulative impairment charges to our FCC licenses.
Other Intangible Assets
The following table presents the gross carrying amount and accumulated amortization for each major class of other intangible assets:
(In thousands) December 31, 2025 December 31, 2024
Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization
Customer / advertiser relationships $ 1,652,388 $ ( 1,103,895 ) $ 1,652,623 $ ( 967,377 )
Talent and other contracts 338,900 ( 287,167 ) 338,900 ( 245,909 )
Trademarks and tradenames 335,936 ( 224,426 ) 335,912 ( 190,450 )
Other 18,003 ( 15,962 ) 18,003 ( 14,120 )
Total $ 2,345,227 $ ( 1,631,450 ) $ 2,345,438 $ ( 1,417,856 )
Total amortization expense related to definite-lived intangible assets for the years ended December 31, 2025, 2024, and 2023 was $ 213.6 million, $ 245.3 million, and $ 246.7 million, respectively.
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)
2026 $ 201,525
2027 176,172
2028 160,397
2029 121,624
2030 16,432
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Goodwill
The following tables present the changes in the carrying amount of goodwill:
(In thousands) Multiplatform Group Digital Audio Group Audio & Media Services Group Consolidated
Balance as of December 31, 2023 (1)
$ 1,340,459 $ 311,426 $ 69,598 $ 1,721,483
Impairment ( 608,958 ) — ( 7,127 ) ( 616,085 )
Foreign currency — ( 73 ) ( 169 ) ( 242 )
Balance as of December 31, 2024
$ 731,501 $ 311,353 $ 62,302 $ 1,105,156
Foreign currency — — 340 340
Balance as of December 31, 2025
$ 731,501 $ 311,353 $ 62,642 $ 1,105,496
(1) Beginning goodwill balance is presented net of prior accumulated impairment losses of $ 1.3 billion related to the Multiplatform Group, $ 439.4 million related to the Digital Audio Group and $ 34.5 million related to the Audio & Media Services Group.
Goodwill Impairment
The Company performs its annual impairment test of goodwill as of July 1 of each year. The Company also tests goodwill at interim dates if events or changes in circumstances indicate that goodwill might be impaired.
In determining the fair value of the 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. Based on the Company's impairment test as of July 1, 2025, it determined that the estimated fair values of all of its reporting units exceeded their carrying values, including goodwill. Therefore, no impairment of goodwill was recorded.
During the year ended December 31, 2024, the Company performed an interim impairment test as of June 30, 2024, which resulted in the recognition of a non-cash goodwill impairment charge of $ 616.1 million. There were no significant changes to assumptions used for the 2024 annual impairment test. No impairment was identified related to the goodwill balance as a result of the 2024 annual impairment test performed during the third quarter.
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 the goodwill balance as a result of the 2023 annual impairment test performed during the third quarter of 2023.
While the Company believes it has made reasonable estimates and utilized reasonable assumptions to calculate the fair values of its indefinite-lived FCC licenses and reporting units, it is possible a material change could occur to the estimated fair value of these assets as a result of the uncertainty regarding the magnitude of the impact of current market conditions, as well as the timing of any recovery. If the Company's actual results are not consistent with its estimates, the Company could be exposed to future impairment losses that could be material to its results of operations.
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NOTE 5 – INVESTMENTS
The following table summarizes the Company's investments in nonconsolidated affiliates and other securities:
(In thousands) Available-for-Sale Debt Securities Equity Method Investments Other Investments Marketable Equity Securities Total Investments
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
Equity in loss of nonconsolidated affiliates — ( 2,646 ) — — ( 2,646 )
Disposals / cash received — — ( 101,357 ) ( 399 ) ( 101,756 )
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
Purchases of investments 59,050 516 9,644 1,500 70,710
Equity in loss of nonconsolidated affiliates — ( 6,998 ) — — ( 6,998 )
Disposals / cash received ( 5,960 ) — ( 1,656 ) — ( 7,616 )
Gain (loss) on investments, net ( 11,993 ) — ( 31,287 ) 255 ( 43,025 )
Conversions and other 47 — 501 — 548
Balance at December 31, 2025
$ 114,408 $ 7,490 $ 58,428 $ 1,755 $ 182,081
Equity method investments in the table above are not consolidated, but are accounted for under the equity method of accounting. The Company records its investments in these entities on the balance sheet within “Other assets.” The Company's interests in the operations of equity method investments are recorded in the statement of comprehensive loss as Equity in loss of nonconsolidated affiliates. Other investments includes various investments in companies for which there is no readily determinable market value. The Company enters into these investments in exchange for advertising services and cash.
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NOTE 6 – LONG-TERM DEBT
Long-term debt outstanding consisted of the following:
(In thousands) December 31,
2025 December 31,
2024
Asset-based Revolving Credit Facility due 2027 (1)
$ 50,000 $ —
Term Loan Facility due 2026 5,095 5,095
Incremental Term Loan Facility due 2026 1,500 1,500
Term Loan Facility due 2029 (2)
2,124,267 2,145,724
6.375 % Senior Notes due 2026
44,644 44,644
5.25 % Senior Notes due 2027
6,983 6,983
8.375 % Senior Unsecured Notes due 2027
72,388 72,388
4.75 % Senior Secured Notes due 2028
276,868 276,868
9.125 % First Lien Notes due 2029
717,588 717,588
7.75 % First Lien Notes due 2030
661,285 661,285
7.00 % First Lien Notes due 2031
178,443 178,443
10.875 % Second Lien Notes due 2030
675,165 675,165
Other subsidiary debt (3)
3,934 5,008
Long-term debt fees ( 7,220 ) ( 8,974 )
Debt Premium (4)
242,151 289,752
Total debt 5,053,091 5,071,469
Less: Current portion 73,429 22,501
Total long-term debt $ 4,979,662 $ 5,048,968
(1) During the quarter ended December 31, 2025, the Company repaid $ 50.0 million of the $ 100.0 million previously borrowed under its ABL Facility during 2025. As of December 31, 2025, the ABL Facility had a facility size of $ 450.0 million, $ 50.0 million outstanding borrowings and $ 31.1 million in outstanding letters of credit, resulting in $ 368.9 million of borrowing base availability.
(2) Quarterly amortization payments of $ 5.4 million (equal to 0.25 % of the original principal amount) are required per the terms of the Term Loan Facility due 2029.
(3) Other subsidiary debt consists of finance lease and other contractual obligations maturing at various dates from 2026 through 2045.
(4) The difference between the carrying value of the exchanged 5.25 % Senior Notes, 4.75 % 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 9.0 % and 9.4 % as of December 31, 2025 and December 31, 2024, respectively. The aggregate market value of the Company’s debt based on market prices for which quotes were available was approximately $ 4.4 billion and $ 4.1 billion as of December 31, 2025 and December 31, 2024, respectively. Under the fair value hierarchy established by ASC 820-10-35, Fair Value Measurement , the fair market value of the Company’s debt is classified as either Level 1 or Level 2.
As of December 31, 2025, we were in compliance with all covenants related to the Company's debt agreements.
Debt Exchange Transaction
On December 20, 2024 (the “Settlement Date”), iHeartCommunications completed its exchange offers and consent solicitations whereby iHeartCommunications exchanged:
(i) $ 755.4 million principal amount of the existing 6.375 % Senior Notes due 2026 (the “2026 Senior 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,
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(ii) $ 743.0 million principal amount of the existing 5.250 % Senior Notes due 2027 (the “2027 Senior 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 is payable semi-annually on February 1 and August 1 of each year.
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 is payable semi-annually on February 15 and August 15 of each year.
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 is payable semi-annually on January 15 and July 15 of each year.
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 is payable semi-annually on May 1 and November 1 of each year.
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 ratings). 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.
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
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“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; and
• change lines of business.
Asset-based Revolving Credit Facility due 2027
In connection with the completed exchange offers in December 2024, the provisions set forth in 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 aggregate revolving credit commitments. As of December 31, 2025, iHeartCommunications had $ 50.0 million of principal amount outstanding under the ABL Facility, a facility size of $ 450.0 million and $ 31.1 million in outstanding letters of credit, resulting in $ 368.9 million of borrowing base availability.
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Interest Rate and Fees
Borrowings under the ABL Facility bear interest at a rate per annum equal to the applicable rate plus, at iHeartCommunications’ option, either (1) a base rate, (2) a term Secured Overnight Financing Rate (“SOFR”) rate (which includes a credit spread adjustment of 10 basis points), or (3) for certain foreign currencies, a eurocurrency rate. The applicable margin for borrowings under the ABL Facility range from 1.75 % to 2.25 % for both term SOFR and eurocurrency borrowings and from 0.75 % to 1.25 % for base-rate borrowings, in each case, depending on average excess availability under the ABL Facility based on the most recent fiscal quarter.
In addition to paying interest on outstanding principal under the ABL Facility, iHeartCommunications is required to pay a commitment fee to the lenders under the ABL Facility in respect of the unutilized commitments thereunder. The commitment fee rate ranges from 0.25 % to 0.375 % per annum dependent upon average unused commitments during the prior quarter. iHeartCommunications may also pay customary letter of credit fees.
Maturity
Borrowings under the ABL Facility will mature, and lending commitments thereunder will terminate on May 17, 2027.
Prepayments
If at any time, the sum of the outstanding amounts under the ABL Facility exceeds the lesser of (i) the borrowing base and (ii) the aggregate commitments under the facility (such lesser amount, the “line cap”), iHeartCommunications is required to repay outstanding loans and cash collateralize letters of credit in an aggregate amount equal to such excess. iHeartCommunications may voluntarily repay outstanding loans under the ABL Facility at any time without premium or penalty, other than customary “breakage” costs with respect to eurocurrency rate loans. Any voluntary prepayments made by iHeartCommunications will not reduce iHeartCommunications’ commitments under the ABL Facility.
Guarantees and Security
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
If borrowing availability is less than the greater of (a) $ 40.0 million and (b) 10 % of the aggregate commitments under the ABL Facility, in each case, for two consecutive business days (a “Trigger Event”), iHeartCommunications will be required to comply with a minimum fixed charge coverage ratio of at least 1.00 to 1.00, and must continue to comply with this minimum fixed charge coverage ratio for fiscal quarters ending after the occurrence of the Trigger Event until borrowing availability exceeds the greater of (x) $ 40.0 million and (y) 10 % of the aggregate commitments under the ABL Facility, in each case, for 20 consecutive calendar days, at which time the Trigger Event shall no longer be deemed to be occurring.
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2026 Term Loan Facilities
On the Settlement Date, iHeartCommunications completed its 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, 2025, 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 the 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 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 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 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 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 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 “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 prior 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 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 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. 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 in December 2024, 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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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.
Prepayments
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 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 Notes due 2026
On May 1, 2019, iHeartCommunications entered into an indenture (the “2026 Senior 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 exchange offers and consent solicitations whereby iHeartCommunications exchanged $ 755.4 million principal amount of the 2026 Senior Notes for $ 717.6 million principal amount of the 2029 First Lien Notes and cash consideration of $ 37.6 million. As of December 31, 2025, $ 44.6 million of the 2026 Senior 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 Senior Notes Supplemental Indenture”) to the 2026 Senior 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 Senior Notes Indenture, release the guarantees of the guarantors under the 2026 Senior Notes Indenture and eliminate related provisions and release all liens on the Collateral securing the obligations under the 2026 Senior Notes Indenture and eliminate related provisions.
iHeartCommunications may redeem the 2026 Senior Notes at its option, in whole or in part, at the redemption prices set forth in the 2026 Senior Notes Indenture plus accrued and unpaid interest to the redemption date.
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5.25 % Senior Notes due 2027
On August 7, 2019, iHeartCommunications entered into an indenture (the “2027 Senior 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 Senior 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.
On the Settlement Date, iHeartCommunications completed its exchange offers and consent solicitations whereby iHeartCommunications exchanged $ 743.0 million principal amount of the 2027 Senior Notes for $ 661.3 million principal amount of the 2030 First Lien Notes. As of December 31, 2025, $ 7.0 million of the 2027 Senior 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 Senior Notes Supplemental Indenture”) to the 2027 Senior 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 Senior Notes Indenture, release the guarantees of the guarantors under the 2027 Senior Notes Indenture and eliminate related provisions and release all liens on the Collateral securing the obligations under the 2027 Senior Notes Indenture and eliminate related provisions.
iHeartCommunications may redeem the 2027 Senior Notes at its option, in whole or part, at the redemption prices set forth in the 2027 Senior 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 “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.
On the Settlement Date, iHeartCommunications completed its 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, 2025, $ 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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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;
• 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.
8.375 % Senior Unsecured Notes due 2027
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 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, 2025, $ 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Future Maturities of Long-term Debt
Future maturities of long-term debt at December 31, 2025 are as follows:
(in thousands)
2026 $ 73,429
2027 151,377
2028 298,529
2029 2,777,540
2030 1,336,514
Thereafter 180,771
Total (1)
$ 4,818,160
(1) Excludes long-term debt fees of $ 7.2 million, and debt premium of $ 242.2 million which are amortized through interest expense over the life of the underlying debt obligations.
Surety Bonds and Letters of Credit
As of December 31, 2025, iHeartCommunications had outstanding surety bonds and commercial standby letters of credit of $ 9.5 million and $ 31.1 million, respectively. These surety bonds and letters of credit relate to various operational matters including insurance, lease and performance bonds as well as other items.
NOTE 7 – COMMITMENTS AND CONTINGENCIES
The Company leases office space, certain broadcasting facilities and equipment under long-term operating leases. The Company accounts for annual rent escalation clauses included in the lease term on a straight-line basis under the guidance in ASC 842, Leases . Expenditures for maintenance are charged to operations as incurred, whereas expenditures for renewal and betterments are capitalized. Non-cancelable contracts that provide the lessor with a right to fulfill the arrangement with property, plant and equipment not specified within the contract are not a lease and have been included within non-cancelable contracts within the table below.
Rent expense charged to operations for the years ended December 31, 2025, 2024, and 2023 was $ 185.7 million, $ 183.6 million, and $ 178.3 million, respectively.
As of December 31, 2025, the Company's future minimum payments under non-cancelable contracts in excess of one year and employment/talent contracts consist of the following:
(In thousands) Non-Cancelable Employment/Talent
Contracts Contracts
2026 $ 300,354 $ 81,375
2027 216,826 55,321
2028 175,491 3,212
2029 36,487 1,000
2030 97 1,000
Thereafter 1,038 2,000
Total $ 730,293 $ 143,908
The Company and its subsidiaries are involved in certain legal proceedings arising in the ordinary course of business and, as required, have accrued an estimate of the probable costs for the resolution of those claims for which the occurrence of loss is probable and the amount can be reasonably estimated. 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, however, that future results of operations for any particular period could be materially affected by changes in the Company’s
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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.
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: commercial disputes; defamation matters; employment and benefits related claims; governmental fines; intellectual property claims; and tax disputes.
Alien Ownership Restrictions and FCC Declaratory Ruling
The Communications Act and FCC regulation prohibit foreign entities and individuals from having direct or indirect ownership or voting rights of more than 25 percent in a corporation controlling the licensee of a radio broadcast station unless the FCC finds greater foreign ownership to be in the public interest. On November 5, 2020, the FCC issued a declaratory ruling, permitting the Company to be up to 100 % foreign-owned, subject to certain conditions (the “2020 Declaratory Ruling”).
NOTE 8 – INCOME TAXES
On July 4, 2025, the U.S. government enacted a sweeping tax and spending reform law known as the One Big Beautiful Bill Act ("OBBBA"), which builds upon and expands the provisions of the 2017 Tax Cuts and Jobs Act and introduces significant changes to the U.S. federal income tax system, effective beginning with the 2025 calendar year. Key provisions of the legislation include the restoration of 100% bonus depreciation, immediate expensing of domestic research and development costs under a new Section 174A, and the reinstatement of the EBITDA-based limitation for the deductibility of business interest under Section 163(j). These provisions were made permanent by the OBBBA.
The Company has recorded the impacts of the new OBBBA tax provisions in its financial statements for 2025. The primary impacts of the legislation were increased tax amortization, depreciation, research and development expenses, and interest deductions in 2025. Additionally, the Company recorded a reduction in its valuation allowance against certain deferred tax assets for the effects of the OBBBA tax provisions in 2025.
On December 20, 2024, the Company completed a debt exchange transaction, as further described in Note 6, Long-Term Debt , which resulted in cancellation of debt income (“CODI”) for US tax purposes of $ 744.7 million. The CODI was fully excluded from the Company's taxable income under the insolvency exception in Internal Revenue Code (“IRC”) Section 108, requiring a reduction of certain federal capital loss carryforwards and state net operating losses and capital loss carryforwards.
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.
Significant components of the provision for income tax benefit (expense) are as follows:
(In thousands) Year Ended December 31,
2025 2024 2023
Current – Federal
$ ( 7,185 ) $ ( 66,510 ) $ ( 67,856 )
Current – foreign
( 5,149 ) ( 4,845 ) ( 3,001 )
Current – state
( 2,081 ) ( 7,106 ) ( 11,393 )
Total current expense ( 14,415 ) ( 78,461 ) ( 82,250 )
Deferred – Federal
15,733 220,078 91,658
Deferred – foreign
1,880 1,682 1,714
Deferred – state
( 1,403 ) 15,103 51,216
Total deferred benefit 16,210 236,863 144,588
Income tax benefit (expense) $ 1,795 $ 158,402 $ 62,338
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Summary of cash taxes paid for income taxes is below:
(In thousands) Year Ended December 31,
2025 2024 2023
Federal $ ( 11,710 ) $ ( 9,000 ) $ —
State ( 1,156 ) ( 2,384 ) ( 9,867 )
Foreign ( 3,464 ) ( 2,010 ) ( 4,139 )
Total cash paid for income taxes $ ( 16,330 ) $ ( 13,394 ) $ ( 14,006 )
Significant components of the Company's deferred tax liabilities and assets are as follows:
December 31,
(In thousands) 2025 2024
Deferred tax liabilities:
Intangibles $ 365,126 $ 429,054
Fixed Assets 10,123 25,344
Operating lease right-of-use assets 158,063 168,976
Other 27,230 —
Total deferred tax liabilities 560,542 623,374
Deferred tax assets:
Accrued expenses 22,309 18,159
Net operating loss carryforwards 122,935 119,495
Interest expense carryforwards 515,693 453,166
Long-term debt 161,064 190,935
Operating lease liabilities 185,699 198,823
Capital loss carryforwards 8,941 5,119
Investments 20,792 13,747
Bad debt reserves 10,493 11,991
Other 11,882 1,265
Total gross deferred tax assets 1,059,808 1,012,700
Less: Valuation allowance 585,951 492,224
Total deferred tax assets 473,857 520,476
Net deferred tax liabilities $ 86,685 $ 102,898
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. As the Company continues to amortize its tax basis in its FCC licenses, the deferred tax liability will increase over time. The Company’s net foreign deferred tax liabilities for the years ended December 31, 2025 and 2024 were $ 6.8 million and $ 8.6 million, respectively.
At December 31, 2025, the Company had recorded net operating loss and tax credit carryforwards (tax effected) for federal and state income tax purposes of approximately $ 122.9 million, expiring in various amounts through 2045 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, 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 $ 515.7 million as of December 31, 2025.
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In assessing its ability to realize deferred tax assets, the Company considered all available positive and negative evidence, including historical operating results and expected sources of future taxable income, such as the reversal of deferred tax liabilities. As of December 31, 2025, the Company had recorded a valuation allowance of $ 586.0 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, 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 $ 93.7 million during the year ended December 31, 2025 primarily due to increased disallowed interest carryforwards during the year. 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.
The components of income (loss) before income taxes by U.S. and foreign jurisdictions are as follows:
(In thousands) Year Ended December 31,
2025 2024 2023
U.S. $ ( 481,227 ) $ ( 1,173,517 ) $ ( 1,166,023 )
Foreign 7,545 5,621 3,346
Total loss before income taxes $ ( 473,682 ) $ ( 1,167,896 ) $ ( 1,162,677 )
The reconciliations of income tax on income (loss) computed at the U.S. federal statutory tax rates to the recorded income tax benefit (expense) for the Company are:
Year Ended December 31,
(In thousands) 2025 2024 2023
Amount Percent Amount Percent Amount Percent
U.S. federal statutory tax rate $ 99,473 21.0 % $ 245,258 21.0 % $ 244,162 21.0 %
State and local income taxes, net of federal income taxes (1)
( 9,250 ) ( 1.9 ) % 10,437 0.9 % 44,923 3.9 %
Foreign tax effects ( 1,685 ) ( 0.4 ) % ( 1,982 ) ( 0.2 ) % ( 583 ) ( 0.1 ) %
Tax credits 2,025 0.4 % 4,048 0.3 % 4,592 0.6 %
Changes in valuation allowances (2)
( 71,171 ) ( 15.0 ) % 52,858 4.5 % 47,720 4.1 %
Nontaxable or nondeductible items
Goodwill impairments — — % ( 129,378 ) ( 11.0 ) % ( 125,047 ) ( 10.7 ) %
Other nondeductible items ( 9,696 ) ( 2.0 ) % ( 10,885 ) ( 0.9 ) % ( 10,425 ) ( 0.9 ) %
Changes in unrecognized tax benefits ( 8,089 ) ( 1.7 ) % ( 6,744 ) ( 0.6 ) % ( 143,027 ) ( 12.3 ) %
Other adjustments 188 — % ( 5,210 ) ( 0.4 ) % 23 ( 0.2 ) %
Income tax benefit $ 1,795 0.4 % $ 158,402 13.6 % $ 62,338 5.4 %
(1) State taxes in California, Florida, New York state and city and Texas make up the majority of the tax effect in this category.
(2) This category includes the effects associated with the enactment of the OBBBA.
The Company’s effective tax rate for the years ended December 31, 2025, 2024, and 2023 were 0.4 %, 13.6 %, and 5.4 %, respectively. The effective tax rates were primarily impacted by the valuation allowance adjustments recorded during the year against certain federal and state deferred tax assets for disallowed interest carryforwards, state net operating losses and federal and state capital loss carryforwards due to the uncertainty of the ability to realize those assets in future periods. In addition, for the years ended December 31, 2024 and 2023, 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company records interest and penalties related to unrecognized tax benefits in current income tax expense. During the years ended December 31, 2025, 2024, and 2023, the Company recorded $ 15.3 million, $ 8.9 million, and $ 4.4 million, respectively, of net interest and penalties in current income tax expense. The amount of interest accrued at December 31, 2025 and 2024 was $ 33.5 million and $ 18.2 million, respectively. The total amount of unrecognized tax benefits including accrued interest and penalties at December 31, 2025 and 2024 was $ 220.9 million and $ 166.6 million, respectively, of which $ 196.3 million and $ 166.4 million is included in “Other long-term liabilities”. In addition, $ 24.6 million and $ 0.2 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, 2025 and 2024, respectively. The total amount of unrecognized tax benefits at December 31, 2025 and 2024 that, if recognized, would impact the effective income tax rate is $ 49.4 million and $ 40.9 million, respectively. The following table summarizes the activity in the gross unrecognized tax benefits:
(In thousands) Year Ended December 31,
Unrecognized Tax Benefits 2025 2024 2023
Balance at beginning of period $ 148,401 $ 123,822 23,823
Increases for tax position taken in the current year 24,201 10,436 52,856
Increases for tax positions taken in previous years 19,814 16,521 48,194
Decreases for tax position taken in previous years ( 927 ) ( 933 ) —
Decreases due to settlements with tax authorities ( 375 ) — —
Decreases due to lapse of statute of limitations ( 3,751 ) ( 1,445 ) ( 1,051 )
Balance at end of period $ 187,363 $ 148,401 $ 123,822
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. All federal income tax matters through 2021 are closed. 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.
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. On April 21, 2021, our 2021 Long-Term Incentive Award Plan ("2021 Plan") was approved by stockholders and replaced the 2019 Plan. At our 2023 Annual Meeting of Stockholders, an increase to the shares authorized for issuance under the 2021 Plan was approved. 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 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 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. The Company shall at all times during the term of the plan reserve and keep available such number of shares of common stock as will be sufficient to satisfy the requirements of the plan.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Share-Based Compensation
Stock Options
Options granted under the 2021 Plan may not have a term that exceeds ten years . The term of each option granted pursuant to the 2019 Plan may not exceed (a) six years from the date of grant thereof in the case of the options granted as Emergence Awards and (b) ten years from the date of grant thereof in the case of all other options; subject, however, in either case, to earlier termination as hereinafter provided.
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.
The Company accounts for its share-based payments using the fair value recognition provisions of ASC 718-10, Compensation—Stock Compensation . The fair value of options that vest based on continued service is estimated on the grant date using a Black-Scholes option-pricing model. Expected volatilities were based on historical volatility of peer companies’ stock, including the Company, over the expected life of the options. The expected life of the options granted represents the period of time that the options granted are expected to be outstanding. The risk free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods equal to the expected life of the option. 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, 2025, 2024, or 2023.
The following table presents a summary of the Company's stock options outstanding at and stock option activity during the year ended December 31, 2025 ("Price" reflects the weighted average exercise price per share):
(In thousands, except per share data) Options Price Weighted
Average
Remaining
Contractual Term
Outstanding, January 1, 2025 6,970 $ 16.21 2.1 years
Granted —
Exercised —
Forfeited —
Expired ( 4,899 ) 18.77
Outstanding, December 31, 2025 2,071 10.17 4.6 years
Exercisable 2,071 10.17 4.6 years
Expected to Vest —
A summary of the Company's unvested options and changes during the year ended December 31, 2025 is presented below:
(In thousands, except per share data) Options Weighted Average Grant Date Fair Value
Unvested, January 1, 2025 69 $ 10.37
Granted —
Vested (1)
( 69 ) 10.37
Forfeited —
Unvested, December 31, 2025 —
(1) The total fair value of the options vested during the year ended December 31, 2025 was $ 0.7 million.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Restricted Stock Units ( “ RSUs ” )
RSUs and Performance RSUs (representing one share of the Company's Class A common stock) may be issued under the 2019 Plan and 2021 Plan.
Each RSU awarded to a participant, both under the 2019 Plan and the 2021 Plan, will be credited with dividends paid in respect of one share of common stock (“Dividend Equivalents”). Dividend Equivalents will be withheld by the Company for the participant’s account, and interest may be credited on the amount of cash Dividend Equivalents withheld at a rate and subject to such terms as determined by the Committee. 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 subject to continued service over time.
Performance RSUs generally vest upon the achievement of certain total relative stockholder return goals, Adjusted EBITDA goals, cost savings and other strategic performance goals (including debt refinancing and advertising sales reorganization initiatives), social responsibility goals, and continued service. 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, 2025 (“Price” reflects the weighted average share price at the date of grant):
(In thousands, except per share data) Awards Price
Outstanding, January 1, 2025 13,061 $ 4.95
Granted 5,595 1.98
Vested (restriction lapsed) ( 3,768 ) 5.20
Forfeited ( 1,452 ) 9.77
Outstanding, December 31, 2025 13,436 3.13
Common Stock and Special Warrants
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
Holders of shares of the Company's Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the Company's Class A common stock have the exclusive right to vote for 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
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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.
Class B Common Stock
Holders of shares of the Company's Class B common stock are not entitled to vote for the election of directors or, in general, on any other matter submitted to a vote of the Company’s stockholders, but are entitled to one vote per share on the following matters: (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, (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.
Holders of shares of the Company's Class B common stock are entitled to receive dividends 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 A common stock subject to certain exceptions set forth in our certificate of incorporation. Upon our dissolution or liquidation or the sale of all or substantially all of our 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 B common stock will be entitled to receive pro rata with holders of the Company's Class A common stock our remaining assets available for distribution.
During the years ended December 31, 2025, 2024, and 2023, 195,740 shares, 61,449 shares, and 129,877 shares of the Class B common stock were converted into Class A common stock, respectively.
Special Warrants
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
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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 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, 2025, stockholders exercised 932 and 22 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.
Share-Based Compensation Cost
The following table presents the Company's total share-based compensation expense by award type:
(In thousands) Year Ended December 31,
2025 2024 2023
RSUs $ 19,891 $ 20,783 $ 21,709
Performance RSUs 24,015 9,375 8,857
Options 198 2,153 5,059
Total Share Based Compensation Expense (1)
$ 44,104 $ 32,311 $ 35,625
(1) Total share based compensation expense includes $ 24.6 million , $ 3.7 million, and $ 1.0 million of expense from cash settled awards for the years ended December 31, 2025, 2024, and 2023, respectively.
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. Cash settled awards are remeasured each quarter and the expense is adjusted as needed. Share-based compensation payments are recorded in Selling, general and administrative expenses.
The tax benefit related to the share-based compensation expense for the Company for the years ended December 31, 2025, 2024, and 2023 was $ 2.0 million, $ 3.7 million, and $ 4.7 million, respectively.
As of December 31, 2025, there was $ 14.2 million of unrecognized compensation cost related to share-based compensation arrangements. 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.
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Loss per Share
(In thousands, except per share data) Year Ended December 31,
2025 2024 2023
NUMERATOR:
Net loss attributable to the Company – common shares $ ( 472,866 ) $ ( 1,009,941 ) $ ( 1,102,660 )
DENOMINATOR (1) :
Weighted average common shares outstanding - basic 154,295 151,272 149,255
Stock options and restricted stock (2) :
— — —
Weighted average common shares outstanding - diluted 154,295 151,272 149,255
Net loss attributable to the Company per common share:
Basic $ ( 3.06 ) $ ( 6.68 ) $ ( 7.39 )
Diluted $ ( 3.06 ) $ ( 6.68 ) $ ( 7.39 )
(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, 2025, 2024, and 2023.
(2) Outstanding equity awards representing 12.8 million, 15.1 million, and 13.6 million shares of Class A common stock of the Company for the years ended December 31, 2025, 2024, and 2023, 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
iHeartCommunications has various 401(k) savings and other plans for the purpose of providing retirement benefits for substantially all employees. Under these plans, an employee can make pre-tax contributions and iHeartCommunications will match a portion of such an employee’s contribution. Employees vest in these iHeartCommunications matching contributions based upon their years of service to iHeartCommunications. 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. The Company reestablished the 401(k) matching program in the first quarter of 2025. Contributions of $ 13.4 million, $ 0.1 million, and $ 4.4 million made to these plans for the years ended December 31, 2025, 2024, and 2023, respectively, were expensed.
NOTE 11 – SEGMENT DATA
The Company’s primary businesses are included in its Multiplatform Group and Digital Audio Group segments. Revenue and expenses earned and charged between Multiplatform Group, Digital Audio Group, Audio & Media Services Group, and Corporate are eliminated in consolidation. The Multiplatform Group provides media and entertainment services via broadcast delivery and also includes the Company’s events and national syndication businesses. The Digital Audio Group provides media and entertainment services via digital delivery. The Audio & Media Services Group provides other audio and media services, including the Company’s media representation business (Katz Media) and its provider of scheduling and broadcast software (RCS). Corporate includes infrastructure and support, including executive, information technology, human resources, legal, finance and administrative functions for the Company’s businesses.
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.
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IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables present the Company's segment results:
Segments
(In thousands) Multiplatform Group Digital Audio Group Audio & Media Services Group Corporate and other reconciling items Eliminations Consolidated
Year Ended December 31, 2025
Revenue $ 2,273,549 $ 1,329,422 $ 272,545 $ — $ ( 10,525 ) $ 3,864,991
Direct operating expenses (1)
914,503 655,035 29,523 — ( 4,328 ) 1,594,733
Selling, general and administrative expenses (2)
944,826 217,696 149,594 278,572 ( 6,197 ) 1,584,491
Segment Adjusted EBITDA (3)
$ 414,220 $ 456,691 $ 93,428 $ ( 278,572 ) $ — $ 685,767
Depreciation and amortization ( 360,047 )
Impairment charges ( 213,908 )
Other operating expense, net ( 10,634 )
Restructuring expenses ( 77,714 )
Share-based compensation expense ( 44,104 )
Operating loss $ ( 20,640 )
Segment assets $ 3,727,931 $ 667,751 $ 263,440 $ 472,268 $ ( 5,387 ) $ 5,126,003
Intersegment revenues — 4,827 5,698 — — 10,525
Capital expenditures 39,120 19,852 14,553 8,147 — 81,672
Segments
(In thousands) Multiplatform Group Digital Audio Group Audio & Media Services Group Corporate and other reconciling items Eliminations Consolidated
Year Ended December 31, 2024
Revenue $ 2,372,909 $ 1,164,515 $ 327,055 $ — $ ( 9,947 ) $ 3,854,532
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)
$ 461,266 $ 378,940 $ 140,674 $ ( 275,263 ) $ — $ 705,617
Depreciation and amortization ( 409,582 )
Impairment charges ( 922,681 )
Other operating expense, net ( 2,767 )
Restructuring expenses ( 101,384 )
Share-based compensation expense ( 32,311 )
Operating loss $ ( 763,108 )
Segment assets $ 4,222,728 $ 586,977 $ 295,594 $ 470,247 $ ( 3,850 ) $ 5,571,696
Intersegment revenues — 4,626 5,321 — — 9,947
Capital expenditures 52,235 22,481 10,389 12,489 — 97,594
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IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Segments
(In thousands) Multiplatform Group Digital Audio Group Audio & Media Services Group Corporate and other reconciling items Eliminations Consolidated
Year Ended December 31, 2023
Revenue $ 2,435,368 $ 1,069,167 $ 256,702 $ — $ ( 10,212 ) $ 3,751,025
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)
$ 553,434 $ 348,869 $ 71,461 $ ( 277,166 ) $ — $ 696,598
Depreciation and amortization ( 428,483 )
Impairment charges ( 965,087 )
Other operating expense, net ( 4,361 )
Restructuring expenses ( 60,353 )
Share-based compensation expense ( 35,625 )
Operating loss $ ( 797,311 )
Segment assets $ 5,443,207 $ 626,004 $ 310,909 $ 576,426 $ ( 3,935 ) $ 6,952,611
Intersegment revenues — 4,800 5,412 — — 10,212
Capital expenditures 58,033 23,179 7,348 14,110 — 102,670
(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.
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ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not Applicable.