UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2017
[   ]☒
TRANSITIONQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO __________
Commission File Number
000-53354001-38987
IHEARTMEDIA, INC.
(Exact name of registrant as specified in its charter)
Delaware26-0241222
(State or other jurisdiction of

incorporation or organization)
(I.R.S. Employer Identification No.)
20880 Stone Oak Parkway
San Antonio, Texas
78258
San Antonio,Texas78258
(Address of principal executive offices)(Zip Code)
(210) 822-2828
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d)Title of the Securities Exchange Acteach classTrading Symbol(s)Name of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes [X] No [   ]each exchange on which registered
Class A Common StockIHRTThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes [X] No [  ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [   ]   Accelerated filer [   ]   Non-accelerated filer [X]  Smaller reporting company [   ] Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
ClassOutstanding at November 6, 2017August 1, 2022
~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~
Class A Common Stock, $.001 par value32,079,841121,548,419 
(1)
Class B Common Stock, $.001 par value555,55621,390,179 
Class C Common Stock, $.001 par value58,967,502
Class D Common Stock, $.001 par value—
(1)    Outstanding Class A common stock includes 111,291 shares owned by a subsidiary

IHEARTMEDIA, INC.
INDEX
Page No.


IHEARTMEDIA, INC.
INDEX
Page No.
Part I – Financial Information
Item 1.
1
1
2
3
37
48
Item 2.
1824
Item 3.
3840
Item 4.
3840
Part II – Other Information
Item 1.
3941
Item 1A.
3941
Item 2.
41
Item 3.
41
Item 4.
4241
Item 5.
4241
Item 6.
4243
4345




PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
IHEARTMEDIA, INC.AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)June 30,
2022		December 31,
2021
(Unaudited)
CURRENT ASSETS
Cash and cash equivalents$294,831 $352,129 
Accounts receivable, net of allowance of $32,304 in 2022 and $29,270 in 2021967,120 1,030,380 
Prepaid expenses94,099 65,927 
Other current assets16,067 24,431 
Total Current Assets1,372,117 1,472,867 
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, net716,241 782,093 
INTANGIBLE ASSETS AND GOODWILL
Indefinite-lived intangibles - licenses and other1,778,405 1,778,045 
Other intangibles, net1,540,092 1,666,600 
Goodwill2,313,349 2,313,581 
OTHER ASSETS
Operating lease right-of-use assets807,994 741,410 
Other assets172,919 126,713 
Total Assets$8,701,117 $8,881,309 
CURRENT LIABILITIES  
Accounts payable$198,983 $206,007 
Current operating lease liabilities41,962 88,585 
Accrued expenses288,363 353,045 
Accrued interest66,276 67,983 
Deferred revenue161,921 133,123 
Current portion of long-term debt675 673 
Total Current Liabilities758,180 849,416 
Long-term debt5,626,744 5,738,195 
Noncurrent operating lease liabilities859,417 738,814 
Deferred income taxes497,638 558,222 
Other long-term liabilities65,717 80,897 
Commitments and contingent liabilities (Note 6)00
STOCKHOLDERS’ EQUITY
Noncontrolling interest8,659 8,410 
Preferred stock, par value $.001 per share, 100,000,000 shares authorized, no shares issued and outstanding— — 
Class A Common Stock, par value $.001 per share, authorized 1,000,000,000 shares, issued 122,068,221 and 120,633,937 shares in 2022 and 2021, respectively122 120 
Class B Common Stock, par value $.001 per share, authorized 1,000,000,000 shares, issued 21,391,972 and 21,590,192 shares in 2022 and 2021, respectively21 22 
Special Warrants, 5,293,055 and 5,304,430 issued and outstanding in 2022 and 2021, respectively— — 
Additional paid-in capital2,891,129 2,876,571 
Accumulated deficit(1,997,000)(1,962,819)
Accumulated other comprehensive loss(1,154)(257)
Cost of shares (538,709 in 2022 and 389,814 in 2021) held in treasury(8,356)(6,282)
Total Stockholders' Equity893,421 915,765 
Total Liabilities and Stockholders' Equity$8,701,117 $8,881,309 
(In thousands, except share data)September 30,
2017		 December 31,
2016
 (Unaudited)  
CURRENT ASSETS   
Cash and cash equivalents$286,370
 $845,030
Accounts receivable, net of allowance of $40,510 in 2017 and $33,882 in 20161,433,019
 1,364,404
Prepaid expenses230,209
 184,586
Assets held for sale—
 55,602
Other current assets77,876
 55,065
Total Current Assets2,027,474
 2,504,687
PROPERTY, PLANT AND EQUIPMENT   
Structures, net1,152,066
 1,196,676
Other property, plant and equipment, net735,997
 751,486
INTANGIBLE ASSETS AND GOODWILL   
Indefinite-lived intangibles - licenses2,408,184
 2,413,899
Indefinite-lived intangibles - permits977,152
 960,966
Other intangibles, net596,287
 740,508
Goodwill4,083,589
 4,066,575
OTHER ASSETS   
Other assets276,511
 227,450
Total Assets$12,257,260
 $12,862,247
CURRENT LIABILITIES 
  
Accounts payable$157,217
 $142,600
Accrued expenses718,458
 724,793
Accrued interest149,533
 264,170
Deferred income215,410
 200,103
Current portion of long-term debt619,003
 342,908
Total Current Liabilities1,859,621
 1,674,574
Long-term debt19,995,897
 20,022,080
Deferred income taxes1,460,882
 1,457,095
Other long-term liabilities618,575
 593,973
Commitments and contingent liabilities (Note 4)

 

STOCKHOLDERS’ DEFICIT   
Noncontrolling interest114,133
 135,778
Class A Common Stock, par value $.001 per share, authorized 400,000,000 shares, issued 32,680,481 and 31,502,448 shares in 2017 and 2016, respectively32
 31
Class B Common Stock, par value $.001 per share, authorized 150,000,000 shares, issued 555,556 shares in 2017 and 20161
 1
Class C Common Stock, par value $.001 per share, authorized 100,000,000 shares, issued 58,967,502 shares in 2017 and 201659
 59
Class D Common Stock, par value $.001 per share, authorized 200,000,000 shares, no shares issued in 2017 and 2016—
 —
Additional paid-in capital2,072,091
 2,070,603
Accumulated deficit(13,544,381) (12,733,952)
Accumulated other comprehensive loss(317,208) (355,876)
Cost of shares (581,707 in 2017 and 389,920 in 2016) held in treasury(2,442) (2,119)
Total Stockholders' Deficit(11,677,715) (10,885,475)
Total Liabilities and Stockholders' Deficit$12,257,260
 $12,862,247

See Notes to Consolidated Financial Statements

1


IHEARTMEDIA, INC.AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSINCOME (LOSS)
(UNAUDITED)
(In thousands, except per share data)Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Revenue$954,005 $861,605 $1,797,463 $1,568,270 
Operating expenses:
Direct operating expenses (excludes depreciation and amortization)365,382 320,515 695,906 613,328 
Selling, general and administrative expenses (excludes depreciation and amortization)379,057 372,640 763,401 714,970 
Depreciation and amortization110,788 127,945 224,839 235,308 
Impairment charges245 — 1,579 37,744 
Other operating expense, net15,664 12,379 16,534 15,150 
Operating income (loss)82,869 28,126 95,204 (48,230)
Interest expense, net81,494 84,887 160,713 170,008 
Gain on investments, net9,590 49,644 7,825 49,835 
Equity in loss of nonconsolidated affiliates(29)(31)(58)(59)
Gain on extinguishment of debt8,203 — 8,203 — 
Other expense, net(2,175)(363)(2,445)(1,170)
Income (loss) before income taxes16,964 (7,511)(51,984)(169,632)
Income tax benefit (expense)(1,782)(24,449)18,427 (104,384)
Net income (loss)15,182 (31,960)(33,557)(274,016)
Less amount attributable to noncontrolling interest781 326 624 (7)
Net income (loss) attributable to the Company$14,401 $(32,286)$(34,181)$(274,009)
Other comprehensive loss, net of tax:
Foreign currency translation adjustments(650)(40)(897)(256)
Other comprehensive loss, net of tax(650)(40)(897)(256)
Comprehensive income (loss)13,751 (32,326)(35,078)(274,265)
Less amount attributable to noncontrolling interest— — — — 
Comprehensive income (loss) attributable to the Company$13,751 $(32,326)$(35,078)$(274,265)
Net income (loss) attributable to the Company per common share:
     Basic$0.10 $(0.22)$(0.23)$(1.87)
Weighted average common shares outstanding - Basic148,050 146,509 147,783 146,362 
     Diluted$0.10 $(0.22)$(0.23)$(1.87)
Weighted average common shares outstanding - Diluted149,131 146,509 147,783 146,362 
(In thousands, except per share data)Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
Revenue$1,537,416
 $1,566,582
 $4,457,106
 $4,542,852
Operating expenses:       
Direct operating expenses (excludes depreciation and amortization)621,895
 591,740
 1,807,534
 1,771,590
Selling, general and administrative expenses (excludes depreciation and amortization)438,654
 421,700
 1,336,563
 1,281,849
Corporate expenses (excludes depreciation and amortization)77,967
 86,832
 233,487
 252,348
Depreciation and amortization149,749
 158,453
 443,650
 476,053
Impairment charges7,631
 8,000
 7,631
 8,000
Other operating income (expense), net(13,215) (505) 24,785
 219,768
Operating income228,305
 299,352
 653,026
 972,780
Interest expense470,250
 459,852
 1,388,747
 1,389,793
Loss on investments, net(2,173) (13,767) (2,433) (13,767)
Equity in earnings (loss) of nonconsolidated affiliates(2,238) 1,117
 (2,240) (926)
Gain on extinguishment of debt—
 157,556
 —
 157,556
Other income (expense), net2,223
 (7,323) (11,244) (47,054)
Loss before income taxes(244,133) (22,917) (751,638) (321,204)
Income tax expense(2,051) (5,613) (50,143) (42,243)
Consolidated net loss(246,184) (28,530) (801,781) (363,447)
Less amount attributable to noncontrolling interest1,993
 6,471
 8,648
 38,950
Net loss attributable to the Company$(248,177) $(35,001) $(810,429) $(402,397)
Other comprehensive income (loss), net of tax:       
Foreign currency translation adjustments13,010
 7,356
 44,665
 43,797
Unrealized holding loss on marketable securities(320) (290) (218) (635)
Reclassification adjustments6,207
 —
 4,563
 32,823
Other adjustments to comprehensive income (loss)—
 193
 —
 (3,551)
Other comprehensive income18,897
 7,259
 49,010
 72,434
Comprehensive loss(229,280) (27,742) (761,419) (329,963)
Less amount attributable to noncontrolling interest4,289
 1,235
 10,342
 6,365
Comprehensive loss attributable to the Company$(233,569) $(28,977) $(771,761) $(336,328)
Net loss attributable to the Company per common share:       
Basic$(2.92) $(0.41) $(9.55) $(4.76)
Weighted average common shares outstanding - Basic85,072
 84,650
 84,900
 84,510
Diluted$(2.92) $(0.41) $(9.55) $(4.76)
Weighted average common shares outstanding - Diluted85,072
 84,650
 84,900
 84,510

See Notes to Consolidated Financial Statements

2


IHEARTMEDIA, INC.AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
(In thousands, except share data)Controlling Interest
Common Shares(1)
Non-
controlling
Interest		Common
Stock		Additional
Paid-in
Capital		Retained Earnings (Accumulated Deficit)Accumulated
Other
Comprehensive Loss		Treasury
Stock
Class A
Shares		Class B
Shares		Special WarrantsTotal
Balances at
March 31, 2022
121,402,390 21,430,500 5,293,069 $8,066 $143 $2,882,515 $(2,011,401)$(504)$(6,798)$872,021 
Net income781 — — 14,401 — — 15,182 
Vesting of restricted stock and other627,289 — — 4 — — (1,558)(1,554)
Share-based compensation— — 8,610 — — — 8,610 
Conversion of Special Warrants to Class A Shares14 (14)— — — — — — — 
Conversion of Class B Shares to Class A Shares38,528 (38,528)— — — — — — — 
Other(188)— — — — — (188)
Other comprehensive loss— — — — (650)— (650)
Balances at
June 30, 2022
122,068,221 21,391,972 5,293,055 $8,659 $143 $2,891,129 $(1,997,000)$(1,154)$(8,356)$893,421 

(1) The Company's Preferred Stock is not presented in the data above as there were no shares issued and outstanding in 2022.
See Notes to Consolidated Financial Statements




















3

IHEARTMEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
(In thousands, except share data)Controlling Interest
Common Shares(1)
Non-
controlling
Interest		Common
Stock		Additional
Paid-in
Capital		Accumulated DeficitAccumulated
Other
Comprehensive Loss		Treasury
Stock
Class A SharesClass B
Shares		Special WarrantsTotal
Balances at
March 31, 2021
112,033,028 29,070,192 5,379,822 $7,830 $141 $2,854,647 $(2,045,343)$(22)$(3,302)$813,951 
Net income (loss)326 — — (32,286)— — (31,960)
Vesting of restricted stock and other780,173 — 1 3,107 — — (1,929)1,179 
Share-based compensation— — 5,903 — — — 5,903 
Dividend declared and paid to noncontrolling interests(188)— — — — — (188)
Conversion of Special Warrants to Class A Shares14,694 (14,694)— — — — — — — 
Conversion of Class B Shares to Class A Shares5,433,680 (5,433,680)— — — — — — — 
Other comprehensive loss— — — — (40)— (40)
Balances at
June 30, 2021
118,261,575 23,636,512 5,365,128 $7,968 $142 $2,863,657 $(2,077,629)$(62)$(5,231)$788,845 

(1) The Company's Preferred Stock is not presented in the data above as there were no shares issued and outstanding in 2021.
See Notes to Consolidated Financial Statements

4

IHEARTMEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
(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 WarrantsTotal
Balances at
December 31, 2021
120,633,937 21,590,192 5,304,430 $8,410 $142 $2,876,571 $(1,962,819)$(257)$(6,282)$915,765 
Net income (loss)624 — — (34,181)— — (33,557)
Vesting of restricted stock and other1,224,689 — 1 413 — — (2,074)(1,660)
Share-based compensation— — 14,145 — — — 14,145 
Conversion of Special Warrants to Class A Shares11,375 (11,375)— — — — — — — 
Conversion of Class B Shares to Class A Shares198,220 (198,220)— — — — — — — 
Other(375)— — — — — (375)
Other comprehensive loss— — — — (897)— (897)
Balances at
June 30, 2022
122,068,221 21,391,972 5,293,055 $8,659 $143 $2,891,129 $(1,997,000)$(1,154)$(8,356)$893,421 

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

See Notes to Consolidated Financial Statements


















5

IHEARTMEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
(In thousands, except share data)Controlling Interest
Common Shares(1)
Non- controlling InterestCommon StockAdditional Paid-in CapitalAccumulated DeficitAccumulated Other Comprehensive Income (Loss)Treasury Stock
Class A SharesClass B SharesSpecial WarrantsTotal
Balances at
December 31, 2020
64,726,864 6,886,925 74,835,899 $8,350 $72 $2,849,020 $(1,803,620)$194 $(3,199)$1,050,817 
Net loss(7)— — (274,009)— — (274,016)
Vesting of restricted stock810,545 — 1 3,118 — — (2,032)1,087 
Share-based compensation— — 11,588 — — — 11,588 
Conversion of Special Warrants to Class A and Class B Shares47,136,441 22,337,312 (69,473,753)— 69 (69)— — — — 
Conversion of Class B Shares to Class A Shares5,587,725 (5,587,725)— — — — — — — 
Other2,982 (375)— — — — — (375)
Other comprehensive loss— — — — (256)— (256)
Balances at
June 30, 2021
118,261,575 23,636,512 5,365,128 $7,968 $142 $2,863,657 $(2,077,629)$(62)$(5,231)$788,845 

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

See Notes to Consolidated Financial Statements
6

IHEARTMEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)Nine Months Ended September 30,(In thousands)Six Months Ended June 30,
2017 201620222021
Cash flows from operating activities:   Cash flows from operating activities:
Consolidated net loss$(801,781) $(363,447)
Net lossNet loss$(33,557)$(274,016)
Reconciling items:   Reconciling items:
Impairment charges7,631
 8,000
Impairment charges1,579 37,744 
Depreciation and amortization443,650
 476,053
Depreciation and amortization224,839 235,308 
Deferred taxes12,505
 (14,097)Deferred taxes(60,587)99,318 
Provision for doubtful accounts20,936
 20,042
Provision for doubtful accounts8,815 (2,003)
Amortization of deferred financing charges and note discounts, net42,682
 51,806
Amortization of deferred financing charges and note discounts, net2,942 3,055 
Share-based compensation9,020
 10,350
Share-based compensation14,145 11,588 
Gain on disposal of operating and other assets(30,149) (227,765)
Loss on investments2,433
 13,767
Loss on disposal of operating and other assetsLoss on disposal of operating and other assets15,583 11,347 
Gain on investmentsGain on investments(7,825)(49,835)
Equity in loss of nonconsolidated affiliates2,240
 926
Equity in loss of nonconsolidated affiliates58 59 
Gain on extinguishment of debt—
 (157,556)Gain on extinguishment of debt(8,203)— 
Barter and trade income(32,953) (22,126)Barter and trade income(12,250)(4,469)
Foreign exchange transaction (gain) loss(21,602) 46,533
Other reconciling items, netOther reconciling items, net680 278 
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:   Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
(Increase) decrease in accounts receivable(60,984) 16,909
Decrease in accounts receivableDecrease in accounts receivable54,240 36,289 
Increase in prepaid expenses and other current assets(41,306) (17,836)Increase in prepaid expenses and other current assets(24,996)(40,651)
Decrease in accrued expenses(37,819) (60,515)
Increase in other long-term assetsIncrease in other long-term assets(5,371)(6,919)
Increase (decrease) in accounts payable9,419
 (39,660)Increase (decrease) in accounts payable(6,963)18,783 
Increase (decrease) in accrued expensesIncrease (decrease) in accrued expenses(75,154)17,455 
Decrease in accrued interest(78,087) (92,947)Decrease in accrued interest(1,706)(31)
Increase in deferred income3,847
 37,550
Increase in deferred income15,261 6,847 
Changes in other operating assets and liabilities(8,399) 41,435
Net cash used for operating activities(558,717) (272,578)
Increase in other long-term liabilitiesIncrease in other long-term liabilities2,059 710 
Cash provided by operating activitiesCash provided by operating activities103,589 100,857 
Cash flows from investing activities:   Cash flows from investing activities:
Purchases of other investments(29,498) (33,911)
Business combinationsBusiness combinations— (230,816)
Proceeds from sale of other investments5,059
 3,256
Proceeds from sale of other investments— 50,757 
Purchases of property, plant and equipment(184,944) (201,038)Purchases of property, plant and equipment(72,210)(51,061)
Proceeds from disposal of assets71,320
 604,044
Proceeds from disposal of assets26,754 13,016 
Purchases of other operating assets(3,224) (3,464)
Change in other, net(3,693) (2,575)Change in other, net(4,201)(159)
Net cash provided by (used for) investing activities(144,980) 366,312
Cash used for investing activitiesCash used for investing activities(49,657)(218,263)
Cash flows from financing activities:   Cash flows from financing activities:
Draws on credit facilities60,000
 —
Payments on credit facilities(25,909) (1,728)
Proceeds from long-term debt156,000
 800
Payments on long-term debt(5,385) (226,640)
Payments to purchase noncontrolling interests(953) —
Dividends and other payments to noncontrolling interests(41,083) (93,371)
Payments on long-term debt and credit facilitiesPayments on long-term debt and credit facilities(105,749)(20,608)
Change in other, net(5,604) (1,644)Change in other, net(4,962)726 
Net cash provided by (used for) financing activities137,066
 (322,583)
Effect of exchange rate changes on cash7,971
 (919)
Net decrease in cash and cash equivalents(558,660) (229,768)
Cash and cash equivalents at beginning of period845,030
 772,678
Cash and cash equivalents at end of period$286,370
 $542,910
Cash used for financing activitiesCash used for financing activities(110,711)(19,882)
Effect of exchange rate changes on cash, cash equivalents and restricted cashEffect of exchange rate changes on cash, cash equivalents and restricted cash(519)(134)
Net decrease in cash, cash equivalents and restricted cashNet decrease in cash, cash equivalents and restricted cash(57,298)(137,422)
Cash, cash equivalents and restricted cash at beginning of periodCash, cash equivalents and restricted cash at beginning of period352,554 721,187 
Cash, cash equivalents and restricted cash at end of periodCash, cash equivalents and restricted cash at end of period$295,256 $583,765 
SUPPLEMENTAL DISCLOSURES:   SUPPLEMENTAL DISCLOSURES:
Cash paid for interest$1,426,438
 $1,434,482
Cash paid for interest$160,003 $168,294 
Cash paid for taxes31,668
 39,288
Cash paid for income taxesCash paid for income taxes6,835 3,027 
See Notes to Consolidated Financial Statements

7



IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1 – BASIS OFPRESENTATION
Preparation of Interim Financial Statements
All references in this Quarterly Report on Form 10-Q to the “Company,” “we,” “us” and “our” refer to iHeartMedia, Inc. and its consolidated subsidiaries. The Company’s reportable segments are iHeartMedia (“iHM”), Americas outdoor advertising (“Americas outdoor” or “Americas outdoor advertising”) and International outdoor advertising (“International outdoor” or “International outdoor advertising”).
The accompanying consolidated financial statements were prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of management, include all normal and recurring adjustments necessary to present fairly the results of the interim periods shown. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such SEC rules and regulations. Management believes that the disclosures made are adequate to make the information presented not misleading. Due to seasonality and other factors, the results for the interim periods may not be indicative of results for the full year. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2016 Annual Report on Form 10-K.10-K for the year ended December 31, 2021.
TheThe Company's reportable segments are:
▪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 Group (“Katz Media”), a full-service media representation business, and RCS Sound Software ("RCS"), a provider of scheduling and broadcast software and services.
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 otherwisedoes not control, but exercises significant influence over operating and financial policies of the company are accounted for under the equity method. All significant intercompany transactions are eliminated in the consolidation process.
COVID-19
Our business has been adversely impacted by the novel coronavirus pandemic (“COVID-19”), its impact on the operating and economic environment and related, near-term advertiser spending decisions. Beginning in March 2020 and continuing through the remainder of 2020 and into 2021 revenue was significantly and negatively impacted as a result of a decline in advertising spend driven by COVID-19. As a result of continued recovery from the impact of COVID-19, our revenue for the three months ended June 30, 2022 increased compared to the three months ended June 30, 2021 across each of our reportable segments.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES Act”) was signed into law. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The Company was able to defer the payment of $29.3 million in certain employment taxes during 2020, half of which was due and paid on January 3, 2022 and the other half will be due on January 3, 2023. In addition, the Company claimed $12.4 million in refundable payroll tax credits related to the CARES Act provisions, of which $0.7 million was received in 2020, $3.8 million was received in 2021 and $7.9 million was received in January 2022.
As of June 30, 2022, the Company had approximately $294.8 million in cash and cash equivalents. While the effects of COVID-19 may continue to negatively impact the results of operations, cash flows and financial position of the Company, the related financial impact cannot be reasonably estimated at this time. Based on current available liquidity, the Company expects to be able to meet its obligations as they become due over the coming year.

Reclassifications
Certain prior-periodprior period amounts have been reclassified to conform to the 20172022 presentation.
Going Concern Considerations
During the second quarter of 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. This update provides U.S. GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures.  The Company adopted this standard for the year ended December 31, 2016. Under this standard, the Company is required to evaluate whether there is substantial doubt about its ability to continue as a going concern each reporting period, including interim periods.
In evaluating the Company’s ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern for 12 months following the date the Company’s financial statements were issued (November 8, 2017). Management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and the Company’s conditional and unconditional obligations due before November 8, 2018.
As of September 30, 2017, the Company had $286.4 million of cash and cash equivalents on its balance sheet, including $222.4 million of cash and cash equivalents held by the Company's subsidiary, Clear Channel Outdoor Holdings, Inc. ("CCOH"). As of September 30, 2017, the Company had $85.0 million of excess availability under iHeartCommunications' receivables-based credit facility, subject to limitations in iHeartCommunications' material financing agreements. A substantial amount of the Company's cash requirements are for debt service obligations. Although the Company has generated operating income in excess of $1.0 billion in each of the years ended December 31, 2016 and 2015, the Company incurred net losses and had negative cash flows from operations for each of these years as a result of significant cash interest payments arising from the Company's substantial debt balance. For the nine months ended September 30, 2017, the Company used cash of $558.7 million for operating activities, which included cash paid for interest of $1,426.4 million. The Company's current forecast indicates it will continue to incur net losses and generate negative cash flows from operating activities as a result of the Company's indebtedness and significant related interest expense. At September 30, 2017, the Company had debt maturities totaling $366.9 million, $308.5 million (net of $277.1 million due to certain of our subsidiaries) and $8,368.9 million in 2017, 2018 and 2019, respectively. In October 2017, iHeartCommunications exchanged $45.0 million principal amount of 11.25% Priority Guarantee Notes due 2021 that were held by a subsidiary of iHeartCommunications for $45.0 million principal amount of 10.0% Senior Notes due 2018 that were held by unaffiliated third parties. After the exchanges, the Company's debt maturities in the next 12 months include, (i) $365.0 million outstanding under iHeartCommunications' receivables-based credit facility, which matures on December 24, 2017, (ii) $51.5 million of 10% Senior Notes due January 15, 2018, (iii) $175.0 million of 6.875% Senior Notes due June 15, 2018 and (iv) $24.8

8



IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Restricted Cash 
millionThe following table provides a reconciliation of contractual AHYDO catch-up paymentscash, cash equivalents and restricted cash reported in the Consolidated Balance Sheets to be made on iHeartCommunications' 14% Senior Notes due 2021the total of the amounts reported in the Consolidated Statements of Cash Flows:
(In thousands)June 30,
2022		December 31,
2021
Cash and cash equivalents$294,831 $352,129 
Restricted cash included in:
  Other current assets425 425 
Total cash, cash equivalents and restricted cash in the Statement of Cash Flows$295,256 $352,554 
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 a material impact on the interest payment dueCompany.
New Accounting Pronouncements Recently Adopted
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of the Interbank Offered Rate Transition on August 1, 2018. The Company's forecast includes approximately $1.8 billion in cash interest payments in the next 12 months, of which $344.6 million is payable in the quarter ended December 31, 2017Financial Reporting to provide optional relief from applying generally accepted accounting principles to contracts, hedging relationships and $548.2 million is payable in the first quarter of 2018.other transactions affected by reference rate reform. In addition, in January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848) – Scope, to clarify that certain circumstances,optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The guidance is effective upon issuance and generally can be applied through December 31, 2022. The Company does not expect the adoption of this standard to materially impact the financial position, results of operations or cash flows.
New Accounting Pronouncements Not Yet Adopted
In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers which requires an acquirer in a committeebusiness combination to recognize and measure contract assets and contract liabilities in accordance with Accounting Standards Codification 606. The amendments of the CCOH board of directors formedASU 2021-08 are effective for the specific purpose of monitoring the Intercompany Note (the “CCOH Intercompany Note Committee”) has the non-exclusive authority to demand payments under the Intercompany Note, as long as the CCOH board of directors declares a simultaneous dividend equal to the amount so demanded.  As of November 8, 2017, the CCOH Intercompany Note Committee has the right pursuant to the terms of the settlement of the derivative litigation filed by CCOH’s stockholders regarding the Intercompany Note but not the obligation, to make a demand on the Intercompany Note. If the CCOH Intercompany Note Committee exercises this right to demand a full repayment of the Intercompany Noteinterim and the CCOH board of directors declares a simultaneous dividend, based on the balance of the Intercompany Note outstanding at September 30, 2017, approximately $110.4 million would be payable to the public stockholders of CCOH. If the Company is unable to refinance the amounts outstanding under the receivables-based credit facility, the 10% Senior Notes due Januaryannual periods beginning after December 15, 2018, and/or the 6.875% Senior Notes due June 15, 2018 and take other steps to create additional liquidity, forecasted cash flows are not sufficient for the Company to meet its obligations, including upcoming interest payments and maturities on the Company's outstanding debt, as they become due in the ordinary course of business for a period of 12 months following November 8, 2017. As discussed below, the Company has plans to reduce its principal and interest obligations and to create additional liquidity.
2022. The Company is in advanced negotiations with potential lenders to refinancecurrently evaluating the amounts outstanding under iHeartCommunications' receivables-based credit facility and currently expects to refinance the amounts outstanding under that facility prior to its maturity. In addition, management is taking actions to maximize cash available to meet the Company’s obligations as they become due in the ordinary coursefuture impact of business. In addition, as more fully described in Note 3, the Company launched notes exchange offers and term loan offers in March 2017, which notes exchange offers and term loan offers remain open asadoption of November 8, 2017. The Company has engaged in discussions with many of its lenders and noteholders regarding the terms of the global exchange offers and term loan offers, which have been revised since launch and remain subject to substantial further revision, but no agreement has been reached with respect to those discussions and the discussions remain ongoing. These actions are intended to mitigate those conditions which raise substantial doubt of the Company’s ability to continue as a going concern for a period within 12 months following November 8, 2017.this standard.
While the Company continues to work toward completing the notes exchange offers and the term loan offers or other similar transactions, refinancing the amounts outstanding under the receivables-based credit facility and taking other actions to create additional liquidity, there is no assurance that the notes exchange offers and the term loan offers or other similar transactions, will be completed, that the amount outstanding under the receivables-based credit facility will be refinanced or that the Company will be able to create additional liquidity. The Company’s ability to meet its obligations as they become due in the ordinary course of business for the next 12 months will depend on its ability to achieve forecasted results, its ability to conserve cash, its ability to refinance the amounts outstanding under iHeartCommunications' receivables-based credit facility, its ability to successfully complete the notes exchange offers and the term loan offers or other similar transactions and achieve sufficient cash interest savings therefrom and its ability to complete other liquidity-generating transactions. Based on the uncertainty of achieving these actions and the significance of the forecasted future negative cash flows resulting from the Company's substantial debt balance, including anticipated future cash interest payments (including interest due in the fourth quarter of 2017 and in 2018) and the maturities of the $365.0 million in current borrowings under iHeartCommunications' receivables-based credit facility that matures December 24, 2017, the $51.5 million aggregate principal amount of 10% Senior Notes due January 15, 2018, the $175.0 million aggregate principal amount of 6.875% Senior Notes due June 15, 2018 and the $24.8 million of contractual AHYDO catch-up payments to be made on iHeartCommunications' 14% Senior Notes due 2021 beginning with the interest payment due on August 1, 2018, management has determined that there is substantial doubt as to the Company’s ability to continue as a going concern for a period of 12 months following November 8, 2017.



9



IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 2 – REVENUE
New Accounting PronouncementsDisaggregation of Revenue
During the third quarter of 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. This update provides a one-year deferral of the effective date for ASU No. 2014-09, Revenue from Contracts with Customers.  ASU No. 2014-09 provides guidanceThe following tables show revenue streams for the recognition, measurementthree and disclosure of revenue resulting from contracts with customerssix months ended June 30, 2022 and will supersede virtually all of the current revenue recognition guidance under U.S. GAAP.  The standard is effective for the first interim period within annual reporting periods beginning after December 15, 2017. The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented and the cumulative effect of applying the standard would be recognized at the earliest period shown, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. The Company expects to utilize the full retrospective method. The Company has substantially completed its evaluation of the potential changes from adopting the new standard on its future financial reporting and disclosures, which included reviews of contractual terms for all of the Company’s significant revenue streams and the development of an implementation plan. The Company continues to execute on its implementation plan, including detailed policy drafting and training of segment personnel. Based on its evaluation, the Company does not expect material changes to its 2016 or 2017 consolidated revenues, operating income or balance sheets as a result of the implementation of this standard.2021:
During the first quarter of 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new leasing standard presents significant changes to the balance sheets of lessees. Lessor accounting is updated to align with certain changes in the lessee model and the new revenue recognition standard which was issued in the third quarter of 2015. The standard is effective for annual periods, and for interim periods within those annual periods, beginning after December 15, 2018. The Company is currently evaluating the impact of the provisions of this new standard on its consolidated financial statements.
(In thousands)Multiplatform GroupDigital Audio GroupAudio & Media Services GroupEliminationsConsolidated
Three Months Ended June 30, 2022
Revenue from contracts with customers:
  Broadcast Radio(1)
$463,304 $— $— $— $463,304 
  Networks(2)
127,532 .— — 127,532 
  Sponsorship and Events(3)
38,064 — — — 38,064 
  Digital, excluding Podcast(4)
— 166,880 — (1,376)165,504 
  Podcast(5)
— 85,681 — — 85,681 
  Audio & Media Services(6)
— — 71,065 (1,378)69,687 
  Other(7)
4,035 — — (167)3,868 
     Total632,935 252,561 71,065 (2,921)953,640 
Revenue from leases(8)
365 — — — 365 
Revenue, total$633,300 $252,561 $71,065 $(2,921)$954,005 
Three Months Ended June 30, 2021
Revenue from contracts with customers:
  Broadcast Radio(1)
$451,142 $— $— $— $451,142 
  Networks(2)
123,586 — — — 123,586 
  Sponsorship and Events(3)
28,585 — — — 28,585 
  Digital, excluding Podcast(4)
— 144,502 — (1,178)143,324 
  Podcast(5)
— 53,428 — — 53,428 
  Audio & Media Services(6)
— — 61,175 (2,004)59,171 
  Other(7)
2,192 — — (168)2,024 
Total605,505 197,930 61,175 (3,350)861,260 
Revenue from leases(8)
345 — — — 345 
Revenue, total$605,850 $197,930 $61,175 $(3,350)$861,605 
During the first quarter of 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350). This update eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Entities will record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value. The standard is effective for annual and any interim impairment tests performed for periods beginning after December 15, 2019. The Company is currently evaluating the impact of the provisions of this new standard on its consolidated financial statements.
During the second quarter of 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718). This update mandates that entities will apply the modification accounting guidance if the value, vesting conditions or classification of a stock-based award changes. Entities will have to make all of the disclosures about modifications that are required today, in addition to disclosing that compensation expense hasn't changed. Additionally, the new guidance also clarifies that a modification to an award could be significant and therefore require disclosure, even if the modification accounting is not required. The guidance will be applied prospectively to awards modified on or after the adoption date and is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The Company is currently evaluating the impact of the provisions of this new standard on its consolidated financial statements.

10



IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(In thousands)Multiplatform GroupDigital Audio GroupAudio & Media Services GroupEliminationsConsolidated
Six Months Ended June 30, 2022
Revenue from contracts with customers:
  Broadcast Radio(1)
$879,785 $— $— $— $879,785 
  Networks(2)
245,090 — — — 245,090 
  Sponsorship and Events(3)
71,665 — — — 71,665 
  Digital, excluding Podcast(4)
— 312,555 — (2,645)309,910 
  Podcast(5)
— 154,225 — — 154,225 
  Audio & Media Services(6)
— — 131,922 (2,719)129,203 
  Other(7)
7,265 — — (335)6,930 
     Total1,203,805 466,780 131,922 (5,699)1,796,808 
Revenue from leases(8)
655 — — — 655 
Revenue, total$1,204,460 $466,780 $131,922 $(5,699)$1,797,463 
Six Months Ended June 30, 2021
Revenue from contracts with customers:
  Broadcast Radio(1)
$809,678 $— $— $— $809,678 
  Networks(2)
238,672 — — — 238,672 
  Sponsorship and Events(3)
50,978 — — — 50,978 
  Digital, excluding Podcast(4)
— 263,703 — (3,072)260,631 
  Podcast(5)
— 91,780 — — 91,780 
  Audio & Media Services(6)
— — 116,312 (3,865)112,447 
  Other(7)
3,590 — — (335)3,255 
Total1,102,918 355,483 116,312 (7,272)1,567,441 
Revenue from leases(8)
829 — — — 829 
Revenue, total$1,103,747 $355,483 $116,312 $(7,272)$1,568,270 
NOTE 2– PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND GOODWILL
Dispositions(1)Broadcast Radio revenue is generated through the sale of advertising time on the Company’s domestic radio stations.
In January 2017, Americas outdoor(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.
(4)Digital, excluding Podcast revenue is generated through the sale of streaming and display advertisements on digital platforms and through subscriptions to iHeartRadio streaming services.
(5)Podcast revenue is generated through the sale of advertising on the Company's podcast network.
(6)Audio & 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 its Indianapolis, Indiana market to Fairway Media Group, LLC in exchange for certain assets in Atlanta, Georgia with a fair value of $39.4 million, plus $43.1 million in cash, net of closing costs. The assets acquired as parton behalf of the transaction consistedradio 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 $9.9 million in fixed assets and $29.5 million in intangible assets (including $2.3 million in goodwill). The Company recognized a net gain of $28.9 million relatedtowers to the sale,other media companies, which is included within Otherare all categorized as operating income (expense), net.
During the third quarter of 2017, Americas outdoor sold its ownership interest in a joint venture in Canada. As a result, the Company recognized a net loss on sale of $12.1 million, including a $6.3 million cumulative translation adjustment, which is included within Other operating income (expense), net.
Property, Plant and Equipment
The Company’s property, plant and equipment consisted of the following classes of assets as of September 30, 2017 and December 31, 2016, respectively:leases.
11
(In thousands)September 30,
2017		 December 31,
2016
Land, buildings and improvements$578,054
 $570,566
Structures2,807,023
 2,684,673
Towers, transmitters and studio equipment356,222
 350,760
Furniture and other equipment689,227
 622,848
Construction in progress93,850
 91,655
 4,524,376
 4,320,502
Less: accumulated depreciation2,636,313
 2,372,340
Property, plant and equipment, net$1,888,063
 $1,948,162

Indefinite-lived Intangible Assets
The Company’s indefinite-lived intangible assets consist of Federal Communications Commission (“FCC”) broadcast licenses in its iHM segment and billboard permits in its Americas outdoor advertising segment. Due to significant differences in both business practices and regulations, billboards in the International outdoor segment are subject to long-term, finite contracts unlike the Company’s permits in the United States and Canada.  Accordingly, there are no indefinite-lived intangible assets in the International outdoor segment.
Annual Impairment Test on Indefinite-lived Intangible Assets
The Company performs its annual impairment test on indefinite-lived intangible assets as of July 1 of each year.
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. The fair value of the indefinite-lived asset is determined using the direct valuation method as prescribed in ASC 805-20-S99. 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



IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


“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.
The key assumptions using the direct valuation method are market revenue growth rates, market share, profit margin, duration and profile of the build-up period, estimated start-up capital costs and losses incurred during the build-up period, the risk-adjusted discount rate and terminal values. This data is populated using industry normalized information representing an average FCC license or billboard permit within a market.
The Company recognized impairment charges related to its indefinite-lived intangible assets within one iHM radio market of $6.0 million during the three and nine months ended September 30, 2017. The Company recognized impairment charges related to its indefinite-lived intangible assets of $0.7 million during the three and nine months ended September 30, 2016.
Other Intangible Assets
Other intangible assets include definite-lived intangible assets and permanent easements.  The Company’s definite-lived intangible assets primarily include transit and street furniture contracts, talent and representation contracts, customer and advertiser relationships, and site-leases 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. Permanent easements are indefinite-lived intangible assets which include certain rights to use real property not owned by the Company.  The Company periodically reviews the appropriateness of the amortization periods related to its definite-lived intangible assets.  These assets are recorded at cost.
The following table presents the gross carrying amount and accumulated amortization for each major class of other intangible assets as of September 30, 2017 and December 31, 2016, respectively:
(In thousands)September 30, 2017 December 31, 2016
 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization
Transit, street furniture and other outdoor
contractual rights		$587,099
 $(469,982) $563,863
 $(426,752)
Customer / advertiser relationships1,222,518
 (1,103,001) 1,222,519
 (1,012,380)
Talent contracts319,384
 (292,932) 319,384
 (281,060)
Representation contracts253,350
 (236,157) 253,511
 (229,413)
Permanent easements162,920
 —
 159,782
 —
Other390,302
 (237,214) 390,171
 (219,117)
Total$2,935,573
 $(2,339,286) $2,909,230
 $(2,168,722)
Total amortization expense related to definite-lived intangible assets for the three months ended September 30, 2017 and 2016 was $49.5 million and $55.6 million, respectively. Total amortization expense related to definite-lived intangible assets for the nine months ended September 30, 2017 and 2016 was $148.2 million and $167.7 million, respectively.


IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

As acquisitions and dispositions occur in the future, amortization expense may vary.  The following table presents the Company’s estimate of amortization expense for each of the five succeeding fiscal years for definite-lived intangible assets:
(In thousands) 
2018$127,795
201944,958
202038,326
202134,815
202230,007
Goodwill
Annual Impairment Test to Goodwill
The Company performs its annual impairment test on goodwill as of July 1 of each year.
Each of the U.S. radio markets and outdoor advertising markets are components of the Company. The U.S. radio markets are aggregated into a single reporting unit and the U.S. outdoor advertising markets are aggregated into a single reporting unit for purposes of the goodwill impairment test using the guidance in ASC 350-20-55. The Company also determined that each country within its Americas outdoor segment and International outdoor segment constitutes a separate reporting unit.
The goodwill impairment test is a two-step process. The first step, used to screen for potential impairment, compares the fair value of the reporting unit with its carrying amount, including goodwill. If applicable, the second step, used to measure the amount of the impairment loss, compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill.
Each of the Company’s reporting units is valued using a discounted cash flow model which requires estimating future cash flows expected to be generated from the reporting unit and discounting such cash flows to their present value using a risk-adjusted discount rate. Terminal values were also estimated and discounted to their present value. Assessing the recoverability of goodwill requires the Company to make estimates and assumptions about sales, operating margins, growth rates and discount rates based on its budgets, business plans, economic projections, anticipated future cash flows and marketplace data. There are inherent uncertainties related to these factors and management’s judgment in applying these factors.
The Company recognized goodwill impairment of $1.6 million during the three and nine months ended September 30, 2017 related to one market in the Company's International outdoor segment. The Company recognized goodwill impairment of $7.3 million during the three and nine months ended September 30, 2016 related to one market in the Company's International outdoor segment.


IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The following table presents the changes in the carrying amount of goodwill in each of the Company’s reportable segments:
(In thousands)iHM Americas Outdoor Advertising International Outdoor Advertising Other Consolidated
Balance as of December 31, 2015$3,288,481
 $534,683
 $223,892
 $81,831
 $4,128,887
Impairment—
 —
 (7,274) —
 (7,274)
Dispositions—
 (6,934) (30,718) —
 (37,652)
Foreign currency—
 (1,998) (5,051) —
 (7,049)
Assets held for sale—
 (10,337) —
 —
 (10,337)
Balance as of December 31, 2016$3,288,481
 $515,414
 $180,849
 $81,831
 $4,066,575
Impairment—
 —
 (1,591) —
 (1,591)
Acquisitions—
 2,252
 —
 —
 2,252
Dispositions—
 —
 (1,817) —
 (1,817)
Foreign currency—
 654
 17,427
 —
 18,081
Assets held for sale—
 89
 —
 —
 89
Balance as of September 30, 2017$3,288,481
 $518,409
 $194,868
 $81,831
 $4,083,589
NOTE 3 – LONG-TERM DEBT
Long-term debt outstanding as of September 30, 2017 and December 31, 2016 consisted of the following:
(In thousands)September 30,
2017		 December 31,
2016
Senior Secured Credit Facilities(1)
$6,300,000
 $6,300,000
Receivables Based Credit Facility Due 2017(2)
365,000
 330,000
9.0% Priority Guarantee Notes Due 20191,999,815
 1,999,815
9.0% Priority Guarantee Notes Due 20211,750,000
 1,750,000
11.25% Priority Guarantee Notes Due 2021825,546
 575,000
9.0% Priority Guarantee Notes Due 20221,000,000
 1,000,000
10.625% Priority Guarantee Notes Due 2023950,000
 950,000
Subsidiary Revolving Credit Facility Due 2018(3)
—
 —
Other secured subsidiary debt(4)
8,681
 20,987
Total consolidated secured debt13,199,042
 12,925,802
    
14.0% Senior Notes Due 2021(5)
1,763,925
 1,729,168
Legacy Notes(6)
475,000
 475,000
10.0% Senior Notes Due 201896,482
 347,028
Subsidiary Senior Notes due 20222,725,000
 2,725,000
Subsidiary Senior Subordinated Notes due 20202,200,000
 2,200,000
Clear Channel International B.V. Senior Notes due 2020375,000
 225,000
Other subsidiary debt25,588
 27,954
Purchase accounting adjustments and original issue discount(142,796) (166,961)
Long-term debt fees(102,341) (123,003)
Total debt20,614,900
 20,364,988
Less: current portion619,003
 342,908
Total long-term debt$19,995,897
 $20,022,080


IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(1)Term Loan D and Term Loan E mature in 2019.
(2)The Receivables Based Credit Facility, which matures December 24, 2017, provides for borrowings up to the lesser of $535.0 million (the revolving credit commitment) or the borrowing base, subject to certain limitations contained in iHeartCommunications' material financing agreements.
(3)The Subsidiary Revolving Credit Facility provides for borrowings up to $75.0 million (the revolving credit commitment).
(4)Other secured subsidiary debt matures at various dates from 2017 through 2045.
(5)The 14.0% Senior Notes due 2021 are subject to required payments at various dates from 2018 through 2021. 2.0% per annum of the interest is paid through the issuance of payment-in-kind notes in the first and third quarters.
(6)iHeartCommunications' Legacy Notes, all of which were issued prior to the acquisition of iHeartCommunications by the Company in 2008, consist of Senior Notes maturing at various dates in 2018 and 2027, as well as $57.1 million of Senior Notes due 2016 held by a subsidiary of the Company that remain outstanding but are eliminated for purposes of consolidation of the Company’s financial statements.

The Company’s weighted average interest rate was 8.7% and 8.5% as of September 30, 2017 and December 31, 2016, respectively. The aggregate market value of the Company’s debt based on market prices for which quotes were available was approximately $15.8 billion and $16.7 billion as of September 30, 2017 and December 31, 2016, respectively. Under the fair value hierarchy established by ASC 820-10-35, the market value of the Company’s debt is classified as either Level 1 or Level 2.
On January 31, 2017, iHeartCommunications repaid $25.0 million of the amount borrowed under its receivables-based credit facility. On July 31, 2017, iHeartCommunications borrowed an additional $60.0 million on its receivables-based credit facility, bringing the total amount outstanding under this facility as of September 30, 2017 to $365.0 million.
On February 7, 2017, iHeartCommunications completed an exchange offer by issuing $476.4 million in aggregate principal amount of 11.25% Priority Guarantee Notes due 2021 in exchange for $476.4 million of aggregate principal amount outstanding of its 10.0% Senior Notes due 2018. Of the $476.4 million principal amount of 11.25% Priority Guarantee Notes due 2021 issued in the exchange offer, $241.4 million principal amount was issued to subsidiaries of iHeartCommunications that participated in the exchange offer.
On March 15, 2017, iHeartCommunications commenced exchange offers (the “notes exchange offers”) to exchange certain series of its outstanding debt securities (the “Existing Notes”) for new securities of the Company, iHeartCommunications and CC Outdoor Holdings, Inc., a wholly-owned subsidiary of the Company, and concurrent consent solicitations with respect to the terms of the Existing Notes. On March 15, 2017, the Company also commenced offers (the “term loan offers”) to amend its outstanding Term Loan D and Term Loan E under its senior secured credit facilities and/or to issue new securities of the Company, CC Outdoor Holdings, Inc., Broader Media, LLC and/or iHeartCommunications to the lenders depending on the scenario in which the notes exchange offers and the term loan offers close. The terms of the notes exchange offers and the term loan offers have been revised and are subject to substantial further revision, and the offers may never be consummated, on the terms currently proposed or otherwise. Both the notes exchange offers and the term loan offers were open as of November 8, 2017.
On July 10, 2017, a subsidiary of iHeartCommunications exchanged $15.6 million aggregate principal amount of 11.25% Priority Guarantee Notes due 2021 that were held by a subsidiary of iHeartCommunications for $15.6 million aggregate principal amount of its 10.0% Senior Notes due 2018 that were held by an unaffiliated third party.
On August 14, 2017, Clear Channel International B.V. (“CCIBV”), an indirect subsidiary of the Company, issued $150.0 million in aggregate principal amount of 8.75% Senior Notes due 2020 (the “New Notes”). The New Notes were issued as additional notes under the indenture governing CCIBV’s existing 8.75% Senior Notes due 2020 and were issued at a premium, resulting in $156.0 million in proceeds.  The New Notes mature on December 15, 2020 and bear interest at a rate of 8.75% per annum, payable semi-annually in arrears on June 15 and December 15 of each year.

In October 2017, a subsidiary of iHeartCommunications exchanged $45.0 million aggregate principal amount of 11.25% Priority Guarantee Notes due 2021 that were held by a subsidiary of iHeartCommunications for $45.0 million aggregate principal amount of 10.0% Senior Notes due 2018 that were held by unaffiliated third parties.


IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Surety Bonds, Letters of Credit and Guarantees
As of September 30, 2017, the Company and its subsidiaries had outstanding surety bonds, commercial standby letters of credit and bank guarantees of $72.1 million, $144.5 million and $36.6 million, respectively. Bank guarantees and letters of credit of $17.3 million and $28.8 million, respectively, were backed by cash collateral. These surety bonds, letters of credit and bank guarantees relate to various operational matters including insurance, bid, concession and performance bonds as well as other items.
NOTE 4 – COMMITMENTS AND CONTINGENCIES
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 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 the Company’s litigation arises in the following contexts: commercial disputes; defamation matters; employment and benefits related claims; governmental fines; intellectual property claims; and tax disputes.
International Outdoor Investigation
On April 21, 2015, inspections were conducted at the premises of Clear Channel in Denmark and Sweden as part of an investigation by Danish competition authorities.  Additionally, on the same day, Clear Channel UK received a communication from the UK competition authorities, also in connection with the investigation by Danish competition authorities. Clear Channel and its affiliates are cooperating with the national competition authorities.
Stockholder Litigation
On May 9, 2016, a stockholder of Clear Channel Outdoor Holdings, Inc. ("CCOH") filed a derivative lawsuit in the Court of Chancery of the State of Delaware, captioned GAMCO Asset Management Inc. v. iHeartMedia Inc. et al., C.A. No. 12312-VCS. The complaint names as defendants the Company, iHeartCommunications, Inc. ("iHeartCommunications"), an indirect subsidiary of the Company, Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. (together, the "Sponsor Defendants"), the Company's private equity sponsors and majority owners, and the members of CCOH's board of directors. CCOH also is named as a nominal defendant. The complaint alleges that CCOH has been harmed by the intercompany agreements with iHeartCommunications, CCOH’s lack of autonomy over its own cash and the actions of the defendants in serving the interests of the Company, iHeartCommunications and the Sponsor Defendants to the detriment of CCOH and its minority stockholders. Specifically, the complaint alleges that the defendants have breached their fiduciary duties by causing CCOH to: (i) continue to loan cash to iHeartCommunications under the intercompany note at below-market rates; (ii) abandon its growth and acquisition strategies in favor of transactions that would provide cash to the Company and iHeartCommunications; (iii) issue new debt in the CCIBV note offering (the "CCIBV Note Offering") to provide cash to the Company and iHeartCommunications through a dividend; and (iv) effect the sales of certain outdoor markets in the U.S. (the "Outdoor Asset Sales") allegedly to provide cash to the Company and iHeartCommunications through a dividend. The complaint also alleges that the Company, iHeartCommunications and the Sponsor Defendants aided and abetted the directors' breaches of their fiduciary duties. The complaint further alleges that the Company, iHeartCommunications and the Sponsor Defendants were unjustly enriched as a result of these transactions and that these transactions constituted a waste of corporate assets for which the defendants are liable to CCOH. The plaintiff is seeking, among other things, a ruling that the defendants breached their fiduciary duties to CCOH and that the Company, iHeartCommunications and the Sponsor Defendants aided and abetted the CCOH board of directors' breaches of fiduciary duty, rescission of payments made by CCOH to iHeartCommunications and its affiliates pursuant to dividends declared in connection with the CCIBV Note Offering and Outdoor Asset Sales, and an order requiring the Company, iHeartCommunications and the Sponsor Defendants to disgorge all profits they have received as a result of the alleged fiduciary misconduct.
On July 20, 2016, the defendants filed a motion to dismiss plaintiff's verified stockholder derivative complaint for failure to state a claim upon which relief can be granted. On November 23, 2016, the Court granted defendants' motion to dismiss all claims brought by the plaintiff. On December 19, 2016, the plaintiff filed a notice of appeal of the ruling. The oral hearing on the appeal


IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

was held on October 11, 2017. On October 12, 2017, the Supreme Court of Delaware affirmed the lower court's ruling, dismissing the case.
NOTE 5 – INCOME TAXES
Income Tax Expense
The Company’s income tax expense for the three and nine months ended September 30, 2017 and 2016, respectively, consisted of the following components:
(In thousands)Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
Current tax benefit (expense)$7,349
 $(9,339) $(37,638) $(56,340)
Deferred tax benefit (expense)(9,400) 3,726
 (12,505) 14,097
Income tax expense$(2,051) $(5,613) $(50,143) $(42,243)
The effective tax rates for the three months ended September 30, 2017 and 2016 were (0.8)% and (24.5)%, respectively. The effective tax rates for the nine months ended September 30, 2017 and 2016 were (6.7)% and (13.2)%, respectively. The 2017 and 2016 effective tax rates were primarily impacted by the valuation allowance recorded against deferred tax assets resulting from current period net operating losses in U.S. federal, state and certain foreign jurisdictions due to uncertainty regarding the Company's ability to realize those assets in future periods.
NOTE 6 – STOCKHOLDERS’ DEFICIT
The Company reports its noncontrolling interests in consolidated subsidiaries as a component of equity separate from the Company’s equity.  The following table shows the changes in stockholders' deficit attributable to the Company and the noncontrolling interests of subsidiaries in which the Company has a majority, but not total, ownership interest:
(In thousands)The Company 
Noncontrolling
Interests
 Consolidated
Balance as of January 1, 2017$(11,021,253) $135,778
 $(10,885,475)
Net income (loss)(810,429) 8,648
 (801,781)
Dividends declared and other payments to noncontrolling interests—
 (43,540) (43,540)
Share-based compensation1,867
 7,153
 9,020
Purchases of additional noncontrolling interest(378) (575) (953)
Disposal of noncontrolling interest—
 (2,438) (2,438)
Foreign currency translation adjustments34,785
 9,880
 44,665
Unrealized holding loss on marketable securities(195) (23) (218)
Reclassification adjustments4,078
 485
 4,563
Other, net(323) (1,235) (1,558)
Balances as of September 30, 2017$(11,791,848) $114,133
 $(11,677,715)


IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(In thousands)The Company 
Noncontrolling
Interests
 Consolidated
Balance as of January 1, 2016$(10,784,841) $178,160
 $(10,606,681)
Net income (loss)(402,397) 38,950
 (363,447)
Dividends declared and other payments to noncontrolling interests—
 (74,542) (74,542)
Share-based compensation2,159
 8,191
 10,350
Foreign currency translation adjustments40,914
 2,883
 43,797
Unrealized holding loss on marketable securities(571) (64) (635)
Reclassification adjustments28,919
 3,904
 32,823
Other adjustments to comprehensive loss(3,193) (358) (3,551)
Other, net(1,389) 495
 (894)
Balances as of September 30, 2016$(11,120,399) $157,619
 $(10,962,780)
The Company has granted restricted stock and CCOH has granted restricted stock, restricted stock units and options to purchase shares of CCOH's Class A common stock to certain key individuals.
COMPUTATION OF LOSS PER SHARE
(In thousands, except per share data)Three Months Ended
September 30,		 Nine Months Ended
September 30,
 2017 2016 2017 2016
NUMERATOR:       
Net loss attributable to the Company – common shares$(248,177) $(35,001) $(810,429) $(402,397)
        
DENOMINATOR: 
  
  
  
Weighted average common shares outstanding - basic85,072
 84,650
 84,900
 84,510
Weighted average common shares outstanding - diluted(1)
85,072
 84,650
 84,900
 84,510
        
Net loss attributable to the Company per common share: 
  
  
  
Basic$(2.92) $(0.41) $(9.55) $(4.76)
Diluted$(2.92) $(0.41) $(9.55) $(4.76)
(1)
Outstanding equity awards of 8.5 million and 8.0 million for the three months ended September 30, 2017 and 2016, respectively, and 8.5 million and 8.0 million for the nine months ended September 30, 2017 and 2016, respectively, were not included in the computation of diluted earnings per share because to do so would have been antidilutive.
NOTE 7 — OTHER INFORMATION
Other Comprehensive Income (Loss)
There was no change in deferred income tax liabilities resulting from adjustments to comprehensive loss for the three and nine months ended September 30, 2017. The total increase (decrease) in deferred income tax liabilities of other adjustments to comprehensive loss for the three and nine months ended September 30, 2016 was $0.1 million and $(0.7) million.
Trade and Barter
Trade and barter transactions represent the exchange of advertising spots or display space for merchandise, services, advertising and promotion or other assets in the ordinary course of business. These transactions are recordedThe transaction price for these contracts is measured at the estimated fair market 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 or display space orpromised to the fair value of the merchandise or services or other assets received, whichever is most readily determinable.customer. Trade and barter revenues and expenses, from continuing operationswhich are included in consolidated revenue and selling, general and administrative expenses, respectively.respectively, were as follows:
Three Months Ended
June 30,		Six Months Ended
June 30,
(In thousands)2022202120222021
  Trade and barter revenues$38,222 $46,508 $85,591 $78,454 
  Trade and barter expenses29,336 40,045 75,751 68,043 

Trade and barter revenue includes $5.3 million and $2.3 million during the three months ended June 30, 2022 and 2021, respectively, and $12.3 million and $4.5 million during the six months ended June 30, 2022 and 2021, respectively, in connection with investments made in companies in exchange for advertising services.
The following tables show the Company’s deferred revenue balance from contracts with customers:
Three Months Ended
June 30,		Six Months Ended
June 30,
(In thousands)2022202120222021
Deferred revenue from contracts with customers:
  Beginning balance(1)
$184,056 $165,330 $161,114 $145,493 
    Revenue recognized, included in beginning balance(61,973)(55,762)(90,406)(60,185)
    Additions, net of revenue recognized during period, and other67,596 40,163 118,971 64,423 
  Ending balance$189,679 $149,731 $189,679 $149,731 
(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 terms of one year or less; however, as of June 30, 2022, the Company expects to recognize $391.9 million of revenue in future periods for remaining performance obligations from current contracts with customers that have an original expected duration greater than one year, with substantially all of this amount 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.


12



IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Revenue from Leases
TradeAs of June 30, 2022, the future lease payments to be received by the Company are as follows:
(In thousands)
2022$534 
2023782 
2024590 
2025405 
2026321 
Thereafter1,526 
  Total$4,158 

NOTE 3 – LEASES
The Company enters into operating lease contracts for land, buildings, structures and barter revenuesother equipment. Arrangements are evaluated at inception to determine whether such arrangements contain a lease. Operating leases primarily include land and building lease contracts and leases of radio towers. 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 assets ("ROU assets") and the related short-term and long-term liabilities are included within Current and Noncurrent operating lease liabilities, respectively.
The Company's finance leases are included within Property, plant and equipment with the related liabilities included within Long-term debt.
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.
The Company were $49.1 milliontests for impairment of assets whenever events and $30.2 million forcircumstances indicate that such assets might be impaired. During the threesix months ended SeptemberJune 30, 2017 and 2016, respectively, and $161.7 million and $105.7 million for the nine months ended September 30, 2017 and 2016, respectively. Trade and barter expenses for2022, the Company were $36.6 million and $23.2 million for the three months ended September 30, 2017 and 2016, respectively, and $129.2 million and $81.8 million for the nine months ended September 30, 2017 and 2016, respectively.
Trade and barter revenues for our iHeartMedia segment were $45.9 million and $26.0 million for the three months ended September 30, 2017 and 2016, respectively, and $149.2 million and $98.0 million for the nine months ended September 30, 2017 and 2016, respectively. Trade and barter expenses for our iHeartMedia segment were $32.2 million and $21.0 million for the three months ended September 30, 2017 and 2016, respectively, and $118.7 million and $75.4 million for the nine months ended September 30, 2017 and 2016, respectively.
Investments
During the third quarter of 2017 the Company determined that some of its investments had declined in value. Such decline in value was considered to be other than temporary, and the Company recorded a loss on investmentsrecognized non-cash impairment charges of $1.6 million, including $1.4 million related to state the investments at their estimated fair value. During the third quarterROU assets, and $0.2 million related to leasehold improvements as a result of 2016 the Company recordedproactive decisions by management to abandon and sublease a loss on investmentsnumber of $14.5 million on one of its investments.
NOTE 8 – SEGMENT DATA
The Company’s reportable segments, which it believes best reflect how the Company is currently managed, are iHM, Americas outdoor advertising and International outdoor advertising.  Revenue and expenses earned and charged between segments are recorded at estimated fair value and eliminatedoperating leases in consolidation.  The iHM segment provides media and entertainment services via broadcast and digital delivery and also includesconnection with strategic actions to streamline the Company’s events and national syndication businesses.  The Americas outdoor advertising segment consists of operations primarily in the United States, Canada and Latin America.  The International outdoor advertising segment primarily includes operations in Europe and Asia.  The Other category includes the Company’s media representation businessreal estate footprint as well as other general support services and initiatives that are ancillary to the Company’s other businesses.  Corporate includes infrastructure and support, including information technology, human resources, legal, finance and administrative functions for eachpart of the Company’s reportable segments,modernization initiatives. During the six months ended June 30, 2021, the Company recognized non-cash impairment charges of $37.7 million, including $28.8 million related to ROU assets, and $8.9 million related to leasehold improvements also as wella result of the proactive decisions by management discussed above.
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 overall executive, administrative and support functions. Share-baseddefined 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 are recorded in corporate expense.a similar economic environment."

13



IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The following table presents the Company's reportable segment resultsprovides supplemental cash flow information related to leases for the three and nineperiods presented:
Six Months Ended June 30,
(In thousands)20222021
Cash paid for amounts included in measurement of operating lease liabilities$76,153 $65,150 
Lease liabilities arising from obtaining right-of-use assets(1)
135,128 17,156 

(1) Lease liabilities from obtaining right-of-use assets include new leases entered into during the six months ended SeptemberJune 30, 20172022 and 2016:2021, respectively.
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 $43.3 million and $49.4 million for the six months ended June 30, 2022 and June 30, 2021, 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 as of June 30, 2022 and December 31, 2021, respectively:
(In thousands)June 30,
2022		December 31,
2021
Land, buildings and improvements$319,463 $355,474 
Towers, transmitters and studio equipment195,860 180,571 
Computer equipment and software557,926 521,872 
Furniture and other equipment37,572 35,390 
Construction in progress68,588 64,732 
1,179,409 1,158,039 
Less: accumulated depreciation463,168 375,946 
Property, plant and equipment, net$716,241 $782,093 

Indefinite-lived Intangible Assets
The Company’s indefinite-lived intangible assets primarily consist of Federal Communications Commission ("FCC") broadcast licenses in its Multiplatform Group segment.
Other Intangible Assets
Other intangible assets consists of definite-lived intangible assets, which 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 that 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.
14
(In thousands)iHM Americas Outdoor International Outdoor Other Corporate and other reconciling items Eliminations Consolidated
Three Months Ended September 30, 2017
Revenue$859,531
 $316,587
 $328,502
 $34,452
 $—
 $(1,656) $1,537,416
Direct operating expenses265,795
 141,609
 214,491
 —
 —
 —
 621,895
Selling, general and administrative expenses287,676
 54,689
 73,708
 23,298
 —
 (717) 438,654
Corporate expenses—
 —
 —
 —
 78,906
 (939) 77,967
Depreciation and amortization58,089
 47,035
 32,886
 3,893
 7,846
 —
 149,749
Impairment charges—
 —
 —
 —
 7,631
 —
 7,631
Other operating expense, net—
 —
 —
 —
 (13,215) —
 (13,215)
Operating income (loss)$247,971
 $73,254
 $7,417
 $7,261
 $(107,598) $—
 $228,305
Intersegment revenues$—
 $1,656
 $—
 $—
 $—
 $—
 $1,656
Capital expenditures$14,009
 $5,118
 $26,211
 $184
 $2,802
 $—
 $48,324
Share-based compensation expense$—
 $—
 $—
 $—
 $3,539
 $—
 $3,539
              
Three Months Ended September 30, 2016
Revenue$857,099
 $322,997
 $346,224
 $41,414
 $—
 $(1,152) $1,566,582
Direct operating expenses229,668
 142,989
 219,261
 (178) —
 —
 591,740
Selling, general and administrative expenses268,612
 54,500
 71,664
 27,466
 —
 (542) 421,700
Corporate expenses—
 —
 —
 —
 87,442
 (610) 86,832
Depreciation and amortization60,691
 47,242
 37,018
 4,483
 9,019
 —
 158,453
Impairment charges—
 —
 —
 —
 8,000
 —
 8,000
Other operating expense, net—
 —
 —
 —
 (505) —
 (505)
Operating income (loss)$298,128
 $78,266
 $18,281
 $9,643
 $(104,966) $—
 $299,352
Intersegment revenues$—
 $1,152
 $—
 $—
 $—
 $—
 $1,152
Capital expenditures$23,238
 $19,114
 $30,803
 $582
 $3,596
 $—
 $77,333
Share-based compensation expense$—
 $—
 $—
 $—
 $3,484
 $—
 $3,484




IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The following table presents the gross carrying amount and accumulated amortization for each major class of other intangible assets as of June 30, 2022 and December 31, 2021, respectively:
(In thousands)June 30, 2022December 31, 2021
Gross Carrying AmountAccumulated AmortizationGross Carrying AmountAccumulated Amortization
Customer / advertiser relationships$1,646,402 $(546,135)$1,646,402 $(459,620)
Talent and other contracts338,900 (138,956)338,900 (117,337)
Trademarks and tradenames335,862 (105,328)335,862 (88,252)
Other17,794 (8,447)17,794 (7,149)
Total$2,338,958 $(798,866)$2,338,958 $(672,358)

Total amortization expense related to definite-lived intangible assets for the Company for the three months ended June 30, 2022 and 2021 was $63.4 million and $87.4 million, respectively. Total amortization expense related to definite-lived intangible assets for the Company for the six months ended June 30, 2022 and 2021 was $126.5 million and $153.7 million, respectively.
As acquisitions and dispositions occur in the future, amortization expense may vary. The following table presents the Company’s estimate of amortization expense for each of the five succeeding fiscal years for definite-lived intangible assets:
(In thousands)
2023$244,387 
2024243,194 
2025212,001 
2026200,251 
2027176,171 

Goodwill
The following table presents the changes in the carrying amount of goodwill:
(In thousands)Multiplatform GroupDigital Audio GroupAudio & Media Services GroupConsolidated
Balance as of January 1, 2021$1,462,217 $579,319 $104,399 $2,145,935 
Acquisitions1,267 168,031 — 169,298 
Dispositions(1,446)— — (1,446)
Foreign currency— — (206)(206)
Balance as of December 31, 2021$1,462,038 $747,350 $104,193 $2,313,581 
Dispositions(15)— — (15)
Foreign currency— — (217)(217)
Balance as of June 30, 2022$1,462,023 $747,350 $103,976 $2,313,349 

15
(In thousands)iHM Americas Outdoor International Outdoor Other Corporate and other reconciling items Eliminations Consolidated
Nine Months Ended September 30, 2017          
Revenue$2,501,084
 $919,967
 $942,167
 $99,332
 $—
 $(5,444) $4,457,106
Direct operating expenses773,327
 427,181
 607,023
 3
 —
 —
 1,807,534
Selling, general and administrative expenses894,669
 165,538
 204,531
 74,519
 —
 (2,694) 1,336,563
Corporate expenses—
 —
 —
 —
 236,237
 (2,750) 233,487
Depreciation and amortization174,946
 137,689
 95,149
 11,097
 24,769
 —
 443,650
Impairment charges—
 —
 —
 —
 7,631
 —
 7,631
Other operating income, net—
 —
 —
 —
 24,785
 —
 24,785
Operating income (loss)$658,142
 $189,559
 $35,464
 $13,713
 $(243,852) $—
 $653,026
Intersegment revenues$—
 $5,444
 $—
 $—
 $—
 $—
 $5,444
Capital expenditures$44,353
 $48,749
 $83,851
 $551
 $7,440
 $—
 $184,944
Share-based compensation expense$—
 $—
 $—
 $—
 $9,020
 $—
 $9,020
              
Nine Months Ended September 30, 2016          
Revenue$2,463,899
 $931,058
 $1,035,263
 $114,663
 $—
 $(2,031) $4,542,852
Direct operating expenses704,097
 421,039
 645,199
 1,255
 —
 —
 1,771,590
Selling, general and administrative expenses812,344
 167,660
 220,872
 82,394
 —
 (1,421) 1,281,849
Corporate expenses—
 —
 —
 —
 252,958
 (610) 252,348
Depreciation and amortization182,506
 140,883
 113,075
 12,809
 26,780
 —
 476,053
Impairment charges—
 —
 —
 —
 8,000
 —
 8,000
Other operating income, net—
 —
 —
 —
 219,768
 —
 219,768
Operating income (loss)$764,952
 $201,476
 $56,117
 $18,205
 $(67,970) $—
 $972,780
Intersegment revenues$—
 $2,031
 $—
 $—
 $—
 $—
 $2,031
Capital expenditures$46,303
 $47,808
 $97,487
 $1,758
 $7,682
 $—
 $201,038
Share-based compensation expense$—
 $—
 $—
 $—
 $10,350
 $—
 $10,350



IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 95 – CERTAIN RELATIONSHIPSLONG-TERM DEBT
Long-term debt outstanding for the Company as of June 30, 2022 and December 31, 2021 consisted of the following:
(In thousands)June 30, 2022December 31, 2021
Term Loan Facility due 2026$1,864,032 $1,864,032 
Incremental Term Loan Facility due 2026401,220 401,220 
Asset-based Revolving Credit Facility due 2023(1)
— — 
Asset-based Revolving Credit Facility due 2027(1)(2)
— — 
6.375% Senior Secured Notes due 2026800,000 800,000 
5.25% Senior Secured Notes due 2027750,000 750,000 
4.75% Senior Secured Notes due 2028500,000 500,000 
Other secured subsidiary debt(3)
4,577 5,350 
Total consolidated secured debt4,319,829 4,320,602 
8.375% Senior Unsecured Notes due 2027(4)
1,336,450 1,450,000 
Other unsecured subsidiary debt69 90 
Original issue discount(12,027)(13,454)
Long-term debt fees(16,902)(18,370)
Total debt5,627,419 5,738,868 
Less: Current portion675 673 
Total long-term debt$5,626,744 $5,738,195 
(1)On May 17, 2022, we entered into a $450.0 million New ABL Facility, maturing in 2027, which refinanced and replaced in its entirety the Existing ABL Facility. Refer to the 'Asset-based Revolving Credit Facility due 2027' section below for more information.
(2)As of June 30, 2022, the New ABL Facility had a facility size of $450.0 million, no outstanding borrowings and $29.4 million of outstanding letters of credit, resulting in $420.6 million of borrowing base availability.
(3)Other secured subsidiary debt consists of finance lease obligations maturing at various dates from 2023 through 2045.
(4)During the three months ended June 30, 2022, we repurchased $113.5 million aggregate principal amount of iHeartCommunications Inc.'s 8.375% Senior Unsecured Notes due 2027 for $105.3 million in cash, excluding accrued interest, via open market transactions. The repurchased notes were subsequently cancelled and retired, resulting in a gain on extinguishment of debt of $8.2 million.

The Company’s weighted average interest rate was 5.9% and 5.4% as of June 30, 2022 and December 31, 2021, respectively. The aggregate market value of the Company’s debt based on market prices for which quotes were available was approximately $4.9 billion and $5.9 billion as of June 30, 2022 and December 31, 2021, respectively. Under the fair value hierarchy established by ASC 820-10-35, the market value of the Company’s debt is classified as either Level 1 or Level 2.

Asset-based Revolving Credit Facility due 2027

On May 17, 2022, iHeartCommunications, Inc., as borrower, entered into a Credit Agreement (the “New ABL Credit Agreement”) with iHeartMedia Capital I, LLC, the direct parent of iHeartCommunications, Inc., as parent guarantor, certain subsidiaries of iHeartCommunications, Inc. party thereto, Bank of America, N.A., as administrative and collateral agent, and each other lender party thereto from time to time, governing a new $450.0 million New ABL Facility, maturing in 2027, which refinanced and replaced in its entirety the Existing ABL Facility. The New ABL Facility includes a letter of credit sub-facility and a swingline loan sub-facility.

Size and Availability
The New 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
16


IHEARTMEDIA, INC. AND RELATED PARTY TRANSACTIONSSUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
subsidiary guarantors and (ii) 100% of qualified cash, each subject to customary reserves and eligibility criteria, and (B) the aggregate revolving credit commitments. Subject to certain conditions, iHeartCommunications may at any time request one or more increases in the amount of revolving credit commitments, in an amount up to the sum of (x) $150.0 million and (y) the amount by which the borrowing base exceeds the aggregate revolving credit commitments. As of June 30, 2022, the New ABL Facility had a facility size of $450.0 million, no outstanding borrowings and $29.4 million of outstanding letters of credit, resulting in $420.6 million of borrowing base availability.
Interest Rate and Fees

Borrowings under the New 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") (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 New ABL Facility range from 1.25% to 1.75% for both eurocurrency and term SOFR borrowings and from 0.25% to 0.75% for base-rate borrowings, in each case, depending on average excess availability under the New ABL Facility based on the most recently ended fiscal quarter.

In addition to paying interest on outstanding principal under the New ABL Facility, iHeartCommunications is required to pay a commitment fee to the lenders under the New 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 New ABL Facility will mature, and commitments thereunder will terminate, on May 17, 2027.

Prepayments

If at any time, the sum of the outstanding amounts under the New 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 New 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 New ABL Facility.

Guarantees and Security

The New ABL Facility is guaranteed by the guarantors of iHeartCommunications’ existing Term Loan Facility. All obligations under the New 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 all of the guarantors’ accounts receivable, qualified cash and related assets and proceeds thereof that is senior to the security interest of iHeartCommunications’ existing Term Loan Facility 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 New ABL Facility, in each case, for 2 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 for fiscal quarters ending on or after the occurrence of the Trigger Event, and must continue to comply with this minimum fixed charge coverage ratio until borrowing availability exceeds the greater of (x) $40.0 million and (y) 10% of the aggregate commitments under the New ABL Facility, in each case, for 20 consecutive calendar days, at which time the Trigger Event shall no longer be deemed to be occurring. As of June 30, 2022, no Trigger Event had occurred, and iHeartCommunications was not required to comply with this minimum fixed charge coverage ratio.


17


IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Surety Bonds, Letters of Credit and Guarantees

As of June 30, 2022, the Company and its subsidiaries had outstanding surety bonds, commercial standby letters of credit and bank guarantees of $8.3 million, $29.8 million and $0.2 million, respectively. These surety bonds, letters of credit and bank guarantees relate to various operational matters including insurance, lease and performance bonds as well as other items.

NOTE 6 – COMMITMENTS AND CONTINGENCIES
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 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 the Company’s litigation arises in the following contexts: commercial/contract disputes; defamation matters; employment and benefits related claims; intellectual property claims; real estate matters; governmental investigations; 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, which permits the Company to be up to 100% foreign owned, subject to certain conditions, as described further in Note 8, Stockholders' Equity (the "2020 Declaratory Ruling").

NOTE 7 – INCOME TAXES
The Company’s income tax benefit (expense) for the three and six months ended June 30, 2022 and the three and six months ended June 30, 2021 consisted of the following components:
(In thousands)Three Months Ended
June 30,		Six Months Ended
June 30,
2022202120222021
Current tax expense$(38,581)$(3,477)$(42,160)$(5,066)
Deferred tax benefit (expense)36,799 (20,972)60,587 (99,318)
Income tax benefit (expense)$(1,782)$(24,449)$18,427 $(104,384)

The effective tax rates for the three and six months ended June 30, 2022 were 10.5% and 35.4%, respectively. The effective tax rates were primarily impacted by the forecasted increase in valuation allowance against certain deferred tax assets, related primarily to disallowed interest expense carryforwards and net operating loss carryforwards, due to uncertainty regarding the Company’s ability to utilize those assets in future periods.

The effective tax rates for the three and six months ended June 30, 2021 were (325.5)% and (61.5)%, respectively.The effective tax rates were primarily impacted by the deferred tax expense recorded for the valuation allowance against certain deferred tax assets for disallowed interest expense and net operating loss carryforwards due to the uncertainty of the Company’s ability to utilize those assets in future periods.


18


IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 8 – STOCKHOLDERS' EQUITY
Pursuant to the Company's 2019 Equity Incentive Plan (the "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 (the “2021 Plan”) was approved by stockholders and replaced the 2019 Plan. 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.

Share-based Compensation
Share-based compensation expenses are recorded in Selling, general and administrative expenses and were $8.6 million and $5.9 millionfor the Company for the three months ended June 30, 2022 and June 30, 2021, respectively. Share-based compensation expenses were $14.1 million and $11.6 millionfor the Company for the six months ended June 30, 2022 and June 30, 2021, respectively.
In August 2020, the Company issued performance-based restricted stock units ("Performance RSUs") to certain key employees. Such Performance RSUs vest upon the achievement of critical operational (cost savings) improvements and specific environmental, social and governance initiatives, which were being measured over an approximately 18-month period from the date of issuance. In the three and six months ended June 30, 2021, the Company recognized $0.5 million and $1.0 million in relation to these Performance RSUs.
On March 28, 2022, the Company issued performance-based restricted stock units ("Q1 2022 Performance RSUs") to certain key employees. Such Q1 2022 Performance RSUs vest upon the achievement of total stockholder return goals and continued service, which are being measured over an approximately 50-month period from the date of issuance. In the three and six months ended June 30, 2022, the Company recognized $0.8 million in relation to these Q1 2022 Performance RSUs.
On May 9, 2022, the Company issued performance-based restricted stock units ("Q2 2022 Performance RSUs") and restricted stock units ("2022 RSUs") to certain key employees. Such Q2 2022 Performance RSUs vest upon the achievement of certain total stockholder return goals, Adjusted EBITDA goals, Diversity, Equity and Inclusion goals, and continued service. Such 2022 RSUs vest upon continued service. These awards are being recognized ratably over a 3-year period from the date of issuance. In the three and six months ended June 30, 2022, the Company recognized $0.7 million in relation to these Q2 2022 Performance RSUs.
As of June 30, 2022, there was $62.0 million of unrecognized compensation cost related to unvested share-based compensation arrangements with vesting based on service conditions. This cost is expected to be recognized over a weighted average period of approximately 3.8 years. In addition, as of June 30, 2022, there were unrecognized compensation costs of $11.7 million for the Q1 2022 Performance RSUs and $14.7 million for the Q2 2022 Performance RSUs related to unvested share-based compensation arrangements that will vest based on certain performance and service conditions. These costs will be recognized over a 50-month period from the date of issuance for the Q1 2022 Performance RSUs and over the 3-year period from the date of issuance for the Q2 2022 Performance RSUs.
Common Stock and Special Warrants
The Company is a partyauthorized to a management agreement with certain affiliatesissue 2,100,000,000 shares, consisting of Bain Capital Partners, LLC(a) 1,000,000,000 shares of Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”), (b) 1,000,000,000 shares of Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), and Thomas H. Lee Partners, L.P. (together,(c) 100,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”).
19


IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following table presents the "Sponsors")Company's Class A Common Stock, Class B Common Stock and certain other parties pursuant to which such affiliatesSpecial Warrants issued as of the Sponsors will provide management and financial advisory services until 2018. These agreements require management fees to be paid to such affiliates of the Sponsors for such services at a rate not greater than $15.0 million per year, plus reimbursable expenses. ForJune 30, 2022:
June 30,
2022
Class A Common Stock, par value $.001 per share, 1,000,000,000 shares authorized122,068,221 
Class B Common Stock, par value $.001 per share, 1,000,000,000 shares authorized21,391,972 
Special Warrants5,293,055 
  Total Class A Common Stock, Class B Common Stock and Special Warrants issued148,753,248 

During the three and ninesix months ended SeptemberJune 30, 2017,2022, stockholders converted 38,528 and 198,220 shares of the Class B common stock into Class A common stock. During the three and six months ended June 30, 2021, stockholders converted 5,433,680 and 5,587,725 shares of the Class B common stock into Class A common stock.
Special Warrants
Each Special Warrant issued under the special warrant agreement entered into in connection with the Company's emergence from bankruptcy in 2019 may be exercised by its holder to purchase 1 share of Class A common stock or Class B common stock at an exercise price of $0.001 per share, unless the Company recognized management feesin 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 other applicable foreign ownership threshold or (d) violation of 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 reimbursable expensespolicies of $3.8 millionthe FCC. Any holder exercising Special Warrants must complete and $11.4 million,timely deliver to the warrant agent the required exercise forms and $3.9 millioncertifications required under the special warrant agreement. The Communications Act and $11.5 millionFCC regulations prohibit foreign entities or individuals from indirectly (i.e., through a parent company) owning or voting more than 25 percent of a licensee’s equity, unless the FCC determines that greater indirect foreign ownership is in the public interest. As described further in Note 6 above, November 5, 2020, the FCC issued the2020 Declaratory Ruling, which permits the Company to be up to 100% foreign owned.

During the three and six months ended June 30, 2022, stockholders exercised 14 and 11,375 Special Warrants for an equivalent number of shares of Class A common stock. There were no Special Warrants exercised for shares of Class B common stock during the three and six months ended June 30, 2022. During the three and six months ended June 30, 2021, stockholders exercised 14,694 and 47,136,441 Special Warrants for an equivalent number of shares of Class A common stock. During the six months ended June 30, 2021, stockholders exercised 22,337,312 Special Warrants for an equivalent number of shares of Class B common stock.

20


IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Computation of Income (Loss) per Share
(In thousands, except per share data)Three Months Ended
June 30,		Six Months Ended
June 30,
 2022202120222021
NUMERATOR:    
Net income (loss) attributable to the Company – common shares$14,401 $(32,286)$(34,181)$(274,009)
DENOMINATOR(1):
   
Weighted average common shares outstanding - basic148,050 146,509 147,783 146,362 
  Stock options and restricted stock(2):
1,081 — — — 
Weighted average common shares outstanding - diluted149,131 146,509 147,783 146,362 
Net income (loss) attributable to the Company per common share:   
Basic$0.10 $(0.22)$(0.23)$(1.87)
Diluted$0.10 $(0.22)$(0.23)$(1.87)
(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 three and ninesix months ended SeptemberJune 30, 2016, respectively.2022 and 2021.


(2) Outstanding equity awards representing 6.2 million and 10.8 million shares of Class A common stock of the Company for the three months ended June 30, 2022 and 2021, respectively, and 10.4 million and 10.8 million for the six months ended June 30, 2022 and 2021, respectively, were not included in the computation of diluted earnings per share because to do so would have been antidilutive.



NOTE 9 – 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, Corporate and the Company's Audio & Media Services Group 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. Share-based payments are recorded in Selling, general and administrative expense.

21


IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following tables present the Company's segment results for the Company for the three and six months ended June 30, 2022 and 2021:
Segments
(In thousands)Multiplatform GroupDigital Audio GroupAudio & Media Services GroupCorporate and other reconciling itemsEliminationsConsolidated
Three Months Ended June 30, 2022
Revenue$633,300 $252,561 $71,065 $— $(2,921)$954,005 
Operating expenses(1)
438,804 173,678 48,995 58,264 (2,921)716,820 
Segment Adjusted EBITDA(2)
$194,496 $78,883 $22,070 $(58,264)$— $237,185 
Depreciation and amortization(110,788)
Impairment charges(245)
Other operating expense, net(15,664)
Restructuring expenses(19,009)
Share-based compensation expense(8,610)
Operating income$82,869 
Intersegment revenues$167 $1,376 $1,378 $— $— $2,921 
Capital expenditures36,378 5,912 2,423 4,940 — 49,653 
Share-based compensation expense— — — 8,610 — 8,610 
Segments
(In thousands)Multiplatform GroupDigital Audio GroupAudio & Media Services GroupCorporate and other reconciling itemsEliminationsConsolidated
Three Months Ended June 30, 2021
Revenue$605,850 $197,930 $61,175 $— $(3,350)$861,605 
Operating expenses(1)
424,452 143,640 40,704 71,651 (3,350)677,097 
Segment Adjusted EBITDA(2)
$181,398 $54,290 $20,471 $(71,651)$— $184,508 
Depreciation and amortization(127,945)
Impairment charges— 
Other operating expense, net(12,379)
Restructuring expenses(10,155)
Share-based compensation expense(5,903)
Operating income$28,126 
Intersegment revenues$168 $1,178 $2,004 $— $— $3,350 
Capital expenditures21,371 6,286 1,144 3,310 — 32,111 
Share-based compensation expense— — — 5,903 — 5,903 
22


IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Segments
(In thousands)Multiplatform GroupDigital Audio GroupAudio & Media Services GroupCorporate and other reconciling itemsEliminationsConsolidated
Six Months Ended June 30, 2022
Revenue$1,204,460 $466,780 $131,922 $— $(5,699)$1,797,463 
Operating expenses(1)
876,057 335,389 93,465 115,848 (5,699)1,415,060 
Segment Adjusted EBITDA(2)
$328,403 $131,391 $38,457 $(115,848)$— $382,403 
Depreciation and amortization(224,839)
Impairment charges(1,579)
Other operating expense, net(16,534)
Restructuring expenses(30,102)
Share-based compensation expense(14,145)
Operating income$95,204 
Intersegment revenues$335 $2,645 $2,719 $— $— $5,699 
Capital expenditures48,716 11,068 4,122 8,304 — 72,210 
Share-based compensation expense— — — 14,145 — 14,145 
Segments
(In thousands)Multiplatform GroupDigital Audio GroupAudio & Media Services GroupCorporate and other reconciling itemsEliminationsConsolidated
Six Months Ended June 30, 2021
Revenue$1,103,747 $355,483 $116,312 $— $(7,272)$1,568,270 
Operating expenses(1)
817,558 261,182 80,492 129,555 (7,272)1,281,515 
Segment Adjusted EBITDA(2)
$286,189 $94,301 $35,820 $(129,555)$— $286,755 
Depreciation and amortization(235,308)
Impairment charges(37,744)
Other operating expense, net(15,150)
Restructuring expenses(35,195)
Share-based compensation expense(11,588)
Operating loss$(48,230)
Intersegment revenues$335 $3,072 $3,865 $— $— $7,272 
Capital expenditures31,440 11,711 2,191 5,719 — 51,061 
Share-based compensation expense— — — 11,588 — 11,588 

(1) Consolidated operating expenses consist of Direct operating expenses and Selling, general and administrative expenses and exclude Restructuring expenses, share-based compensation expenses and depreciation and amortization.
(2) For a definition of Adjusted EBITDA for the consolidated company and a reconciliation to Operating income (loss), the most closely comparable GAAP measure, and to Net income (loss), please see "Reconciliation of Operating Income (Loss) to Adjusted EBITDA" and "Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA" in Item 2 of this Quarterly Report on Form 10-Q. 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.
23

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Format of Presentation
Management’s discussion and analysis of our financial condition and results of operations (“MD&A”) should be read in conjunction with the consolidated financial statements and related footnotes contained in Item 1 of this Quarterly Report on Form 10-Q.  Our discussion is presented on both a consolidated and segment basis. 10-Q of iHeartMedia, Inc. (the "Company," "iHeartMedia," "we," "our," or "us"). 
Our reportable segments are iHeartMedia (“iHM”), Americas outdoor advertising (“Americas outdoor” or “Americas outdoor advertising”) and International outdoor advertising (“International outdoor” or “International outdoor advertising”). Our iHM segment provides media and entertainment services via live broadcast and digital delivery, and alsoare:
▪the Multiplatform Group, which includes our national syndication business. Our Americas outdoorBroadcast radio, Networks and International outdoor segments provide outdoor advertising services in their respective geographic regions using various digitalSponsorships and traditional display types. Included in Events businesses;
▪the “Other” category isDigital Audio Group, which includes our Digital businesses, including Podcasting; and
▪the Audio & Media Services Group, which includes Katz Media Group (“Katz Media”), our full-service media representation business, Katz Media Group, whichand RCS Sound Software ("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 performance, 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.

Additionally, Segment Adjusted EBITDA is ancillarythe segment profitability metric reported to our other businesses.the Company's Chief Operating Decision Maker for purposes of making decisions about allocation of resources to, and assessing performance of, each reportable segment. Segment Adjusted EBITDA is calculated as Revenue less operating expenses, excluding Restructuring expenses (as defined below) and share-based compensation expenses.

We manageoperate as a company with multiple platforms including radio, digital, podcasting, networks and events, as well as ad technology capabilities. We have also invested in numerous technologies and businesses to increase the competitiveness of our operating segmentsinventory with our advertisers and our audience. We believe the presentation of our results by focusing primarilysegment provides additional insight into our broadcast radio business and our fast-growing digital business. We believe that our ability to generate cash flow from operations from our business initiatives and our current cash on their operating income, while Corporate expenses, Other operating income (expense), net, Interest expense, Gainhand will provide sufficient resources to fund and operate our business, fund capital expenditures and other obligations and make interest payments on marketable securities, Equity in earnings (loss)our long-term debt for at least the next twelve months.
Description of nonconsolidated affiliates, Loss on extinguishment of debt, Other income, net and Income tax expense are managed on a total company basis and are, therefore, included only in our discussion of consolidated results.
Certain prior period amounts have been reclassified to conform to the 2017 presentation.Business
Our iHM strategy centers on delivering entertaining and informative content where our listeners want to find us across multiple platforms, including broadcast, mobile and digital, as well as events. Ourour various platforms.
Multiplatform Group

The primary source of revenue for our Multiplatform Group is derived from selling local and national advertising time on our radio stations, with contracts typically less than one year in duration. The programming formats of our radio stations are designed to reach audiences with targeted demographic characteristics. We are workingwork closely with our advertising and marketing partners to develop tools and leverage data to enable advertisers to effectively reach their desired audiences. Our Multiplatform Group also generates revenue from network syndication, nationally recognized events and other miscellaneous transactions.

Management looks at our Multiplatform Group's operations’ overall revenue as well as the revenue from each type of advertising, including local advertising, which is sold predominately in a station’s local market, and national advertising, which is sold across multiple markets. Local advertising is sold by each radio station’s sales staff while national advertising is sold by our national sales team. We periodically review and refine our selling structures in all regions and markets in an effort to maximize the value of our offering to advertisers and, therefore, our revenue.

Management also looks at Multiplatform Group's revenue by region and market size. Typically, larger markets can reach larger audiences with wider demographics than smaller markets. Additionally, management reviews our share of audio advertising revenues in markets where such information is available, as well as our share of target demographics listening in an average quarter hour. This metric gauges how well our formats are attracting and retaining listeners.
24

Management also monitors revenue generated through our programmatic ad-buying platform, and our data analytics advertising product, SmartAudio, to measure the success of our enhanced marketing optimization tools. We have made significant investments so we can provide the same ad-buying experience that once was only available from digital-only companies and enable our clients to better understand how our assets can successfully reach their target audiences.

Management monitors average advertising rates and cost per mille, the cost of every 1,000 advertisement impressions (“CPM”), which are principally based on the length of the spot and how many people in a targeted audience listen to our stations, as measured by an independent ratings service. In addition, our advertising rates are influenced by the time of day the advertisement airs, with morning and evening drive-time hours typically priced the highest. Our price and yield information systems enable our station managers and sales teams to adjust commercial inventory and pricing based on local market demand, as well as to manage and monitor different commercial durations in order to provide more effective advertising for our customers at what we believe are optimal prices given market conditions. Yield is measured by management in a variety of ways, including revenue earned divided by minutes of advertising sold.

A portion of our Multiplatform Group segment’s expenses vary in connection with changes in revenue. These variable expenses primarily relate to costs in our programming and sales departments, including profit sharing fees and commissions, and bad debt. Our content costs, including music license fees for music delivered via broadcast, vary with the volume and mix of songs played on our stations.

Digital Audio Group

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

Through our Digital Audio Group, we continue to expand the choices for listenerslisteners. We derive revenue in this segment by developing and we deliverdelivering our content and sellselling advertising across multiple digital distribution channels, including digitally via our iHeartRadio mobile application, our station websites and other digital platforms whichthat reach national, regional and local audiences. We also generate revenues from network syndication,

Our strategy has enabled us to extend our nationally recognized live events,leadership in the rapidly growing podcasting sector, and iHeartMedia is the number one podcast publisher in America. Our reach now extends across more than 250 platforms and 2,000 different connected devices, and our station websitesdigital business is comprised of streaming, subscription, display advertisements, and other miscellaneous transactions.content that is disseminated over digital platforms.
Management typically monitors our outdoor advertising business by reviewing the average rates, average revenue per display, occupancy and inventory levels of each
A portion of our display types by market. Our outdoor advertisingDigital Audio Group segment’s expenses vary in connection with changes in revenue. These variable expenses primarily relate to our content costs including profit sharing fees and third-party content costs, as well as sales commissions and bad debt. Certain of our content costs, including digital music performance royalties, vary with the volume of listening hours on our digital platforms.

Audio & Media Services Group

Audio & Media Services Group revenue is derived from selling advertising spacegenerated by services provided to broadcast industry participants through our Katz Media and RCS businesses. As a media representation firm, Katz Media generates revenue via commissions on media sold on behalf of the displays we own or operate in key markets worldwide, consisting primarily of billboards, street furnitureradio and transit displays.  Part of our long-term strategytelevision stations that it represents, while RCS generates revenue by providing broadcast software and media streaming, along with research services for our outdoor advertising businesses is to pursue the technology of digital displays, including flat screens, LCDsradio stations, broadcast television stations, cable channels, record labels, ad agencies and LEDs, as additions to traditional methods of displaying our clients’ advertisements. We are currently installing these technologies in certain markets, both domestically and internationally.Internet stations worldwide.

Economic Conditions

Our advertising revenue for all of our segments is highly correlated to changes in gross domestic product (“GDP”) as advertising spending has historically trended in line with GDP, both domestically and internationally.  Internationally, our results are impacted by fluctuations in foreign currency exchange rates as well as the economic conditionsGDP. A recession or downturn in the foreign marketsU.S. economy could have a significant impact on the Company’s ability to generate revenue.


25

COVID-19

Beginning in whichMarch 2020 and continuing in the following months, we saw a sharp decline in each of our Broadcast radio, Networks and Sponsorships revenue streams as a result of the impact of the coronavirus pandemic ("COVID-19") and the resulting impact on the U.S. economy. Our Multiplatform Group revenues significantly increased during 2021, and continued to increase in the first half of 2022 compared to the first half of 2021 as a result of continued recovery from the impact of COVID-19. Our Digital Audio Group revenues, including podcasting, have continued to grow each quarter during COVID-19 and throughout the recovery. Our Audio & Media Services Group revenues have increased for the first half of 2022 compared to the first half of 2021 mainly due to the continued recovery from the impact of COVID-19. Refer to Note 1, Basis of Presentation, for more information regarding COVID-19 and its impact on our financial statements.

Cost Savings Initiatives

We have implemented key modernization initiatives and operating-expense-saving initiatives to take advantage of the significant investments we have operations.made in new technologies to deliver incremental cost efficiencies, including initiatives to streamline our real estate footprint, and we continue to explore opportunities for further efficiencies.

Impairment Charges

As part of our operating-expense-savings initiatives, we have taken proactive steps to streamline our real estate footprint and reduce related lease and operating expenses incurred by the Company. These strategic actions typically result in impairment charges due to the write-down of the affected right-of-use assets and related fixed assets, including leasehold improvements. For the six months ended June 30, 2022 and 2021, we recognized non-cash impairment charges of $1.6 million and $37.7 million, respectively, as a result of these cost-savings initiatives.

26

Executive Summary
Our revenues for the second quarter of 2022 increased across our Multiplatform Group, Digital Audio Group and Audio & Media Services Group segments as a result of the continued recovery from the impacts of the COVID-19 pandemic and the continued increased demand for digital advertising, including podcasting.
The key developments that impacted our business during the quarter are summarized below:
•Consolidated revenue decreased $29.2Revenue of $954.0 million increased $92.4 million, or 10.7% during the three monthsquarter ended SeptemberJune 30, 20172022 compared to Consolidated Revenue of $861.6 million in the prior year's second quarter.
•Revenue and Segment Adjusted EBITDA from our Multiplatform Group increased $27.5 million and $13.1 million compared to the same period of 2016. Excluding the $10.2prior year's second quarter, respectively.
•Revenue and Segment Adjusted EBITDA from our Digital Audio Group increased $54.6 million impact from movements in foreign exchange rates, consolidated revenue decreased $39.4and $24.6 million during the three months ended September 30, 2017 compared to the same period of 2016, primarily dueprior year's second quarter, respectively.
•Revenue and Segment Adjusted EBITDA from our Audio & Media Services Group increased $9.9 million and $1.6 million compared to the salesprior year's second quarter, respectively.
•Operating income of certain outdoor businesses, which generated $2.6$82.9 million and $41.9increased $54.8 million from $28.1 million in revenuethe prior year’s second quarter.
•Net income of $15.2 million increased $47.2 million from a Net loss of $32.0 million in the three months ended September 30, 2017prior year's second quarter.
•Cash flows provided by operating activities of $155.8 million increased from $29.1 million in the prior year's second quarter.
•Adjusted EBITDA(1) of $237.2 million, was up $52.7 million from $184.5 million in prior year's second quarter.
•Free cash flow(2) of $106.1 million increased from $(3.0) million in the prior year's second quarter.

The table below presents a summary of our historical results of operations for the periods presented:
(In thousands)Three Months Ended
June 30,
20222021
Revenue$954,005 $861,605 
Operating income82,869 28,126 
Net income (loss)15,182 (31,960)
Cash provided by operating activities155,801 29,129 
Adjusted EBITDA(1)
$237,185 $184,508 
Free cash flow(2)
106,148 (2,982)
(1) For a definition of Adjusted EBITDA and 2016, respectively.
On August 14, 2017, CCIBV, our indirect subsidiary, issued at a $6.0 million premium $150.0 million principal amountreconciliation to Operating income, the most closely comparable GAAP measure, and to Net income (loss), please see "Reconciliation of 8.75% Senior Notes due 2020.
During the third quarterOperating Income (Loss) to Adjusted EBITDA" and "Reconciliation of 2017, Americas outdoor sold its ownership interest in a joint venture in CanadaNet Income (Loss) to EBITDA and recognized a net loss on sale of $12.1 million.
In October 2017, iHeartCommunications exchanged $45.0 million of 11.25% Priority Guarantee Notes due 2021 that were held by a subsidiary of iHeartCommunications for $45.0 million of 10.0% Senior Notes due 2018 that were held by unaffiliated third parties.



Revenues and expenses “excluding the impact of foreign exchange movements”Adjusted EBITDA" in this Management’s Discussion & AnalysisMD&A.
(2) For a definition of Financial ConditionFree cash flow and Resultsa reconciliation to Cash provided by operating activities, the most closely comparable GAAP measure, please see “Reconciliation of Operations are presented because management believes that viewing certain financial results without the impact of fluctuationsCash provided by operating activities to Free cash flow” in foreign currency rates facilitates period to period comparisons of business performance and provides useful information to investors.  Revenues and expenses “excluding the impact of foreign exchange movements” are calculated by converting the current period’s revenues and expenses in local currency to U.S. dollars using average foreign exchange rates for the prior period. this MD&A.

Consolidated


27

Results of Operations
The tables below present the comparison of our historical results of operations for the three and ninesix months ended SeptemberJune 30, 20172022 to the three and ninesix months ended SeptemberJune 30, 2016 is2021:
(In thousands)Three Months Ended
June 30,		Six Months Ended
June 30,
2022202120222021
Revenue$954,005 $861,605 $1,797,463 $1,568,270 
Operating expenses:
Direct operating expenses (excludes depreciation and amortization)365,382 320,515 695,906 613,328 
Selling, general and administrative expenses (excludes depreciation and amortization)379,057 372,640 763,401 714,970 
Depreciation and amortization110,788 127,945 224,839 235,308 
Impairment charges245 — 1,579 37,744 
Other operating expense, net15,664 12,379 16,534 15,150 
Operating income (loss)82,869 28,126 95,204 (48,230)
Interest expense, net81,494 84,887 160,713 170,008 
Gain on investments, net9,590 49,644 7,825 49,835 
Equity in loss of nonconsolidated affiliates(29)(31)(58)(59)
Gain on extinguishment of debt8,203 — 8,203 — 
Other expense, net(2,175)(363)(2,445)(1,170)
Income (loss) before income taxes16,964 (7,511)(51,984)(169,632)
Income tax benefit (expense)(1,782)(24,449)18,427 (104,384)
Net income (loss)15,182 (31,960)(33,557)(274,016)
Less amount attributable to noncontrolling interest781 326 624 (7)
Net income (loss) attributable to the Company$14,401 $(32,286)$(34,181)$(274,009)

The tables below present the comparison of our revenue streams for the three and six months ended June 30, 2022 to the three and six months ended June 30, 2021:
(In thousands)Three Months Ended
June 30,		%Six Months Ended
June 30,		%
20222021Change20222021Change
Broadcast Radio$463,304 $451,142 2.7 %$879,785 $809,678 8.7 %
Networks127,532 123,586 3.2 %245,090 238,672 2.7 %
Sponsorship and Events38,064 28,585 33.2 %71,665 50,978 40.6 %
Other4,400 2,537 73.4 %7,920 4,419 79.2 %
Multiplatform Group633,300 605,850 4.5 %1,204,460 1,103,747 9.1 %
Digital, excluding Podcast166,880 144,502 15.5 %312,555 263,703 18.5 %
Podcast85,681 53,428 60.4 %154,225 91,780 68.0 %
Digital Audio Group252,561 197,930 27.6 %466,780 355,483 31.3 %
Audio & Media Services Group71,065 61,175 16.2 %131,922 116,312 13.4 %
Eliminations(2,921)(3,350)(5,699)(7,272)
Revenue, total$954,005 $861,605 10.7 %$1,797,463 $1,568,270 14.6 %

28

Consolidated results for the three and six months ended June 30, 2022 compared to the consolidated results for the three and six months ended June 30, 2021 were as follows:

(In thousands)Three Months Ended
September 30,		 %
Change		 Nine Months Ended
September 30,		 
%
Change
 2017 2016  2017 2016 
Revenue$1,537,416
 $1,566,582
 (1.9)% $4,457,106
 $4,542,852
 (1.9)%
Operating expenses:           
Direct operating expenses (excludes depreciation and amortization)621,895
 591,740
 5.1% 1,807,534
 1,771,590
 2.0%
Selling, general and administrative expenses (excludes depreciation and amortization)438,654
 421,700
 4.0% 1,336,563
 1,281,849
 4.3%
Corporate expenses (excludes depreciation and amortization)77,967
 86,832
 (10.2)% 233,487
 252,348
 (7.5)%
Depreciation and amortization149,749
 158,453
 (5.5)% 443,650
 476,053
 (6.8)%
Impairment charges7,631
 8,000
 (4.6)% 7,631
 8,000
 (4.6)%
Other operating income (expense), net(13,215) (505)   24,785
 219,768
  
Operating income228,305
 299,352
 (23.7)% 653,026
 972,780
 (32.9)%
Interest expense470,250
 459,852
   1,388,747
 1,389,793
  
Loss on investments, net(2,173) (13,767)   (2,433) (13,767)  
Equity in earnings (loss) of nonconsolidated affiliates(2,238) 1,117
   (2,240) (926)  
Gain on extinguishment of debt—
 157,556
   —
 157,556
  
Other income (expense), net2,223
 (7,323)   (11,244) (47,054)  
Loss before income taxes(244,133) (22,917)   (751,638) (321,204)  
Income tax expense(2,051) (5,613)   (50,143) (42,243)  
Consolidated net loss(246,184) (28,530)   (801,781) (363,447)  
Less amount attributable to noncontrolling interest1,993
 6,471
   8,648
 38,950
  
Net loss attributable to the Company$(248,177) $(35,001)   $(810,429) $(402,397)  
Revenue
Consolidated Revenue
Consolidated revenue decreased $29.2increased $92.4 million during the three months ended SeptemberJune 30, 20172022 compared to the same period of 2016. Excluding2021. The increase in Consolidated revenue is attributable to the $10.2continued recovery from the macroeconomic effects of COVID-19 and the continuing growth of our operating businesses. Multiplatform Group revenue increased $27.5 million, or 4.5%, primarily resulting from strengthening demand for broadcast advertising, the return of live events and an increase in political advertising revenue as 2022 is a midterm election year. Digital Audio Group revenue increased $54.6 million, or 27.6%, driven primarily by continuing increases in demand for digital advertising and the continued growth of podcasting. Audio & Media Services revenue increased $9.9 million primarily due to the increase in political advertising revenue as 2022 is a midterm election year and the continued recovery from the impact of COVID-19.
Consolidated revenue increased $229.2 million during the six months ended June 30, 2022 compared to the same period of 2021. The increase in Consolidated revenue is attributable to the continued recovery from movementsthe macroeconomic effects of COVID-19 and the continuing growth of our operating businesses. Multiplatform Group revenue increased $100.7 million, primarily resulting from strengthening demand for broadcast advertising, the return of live events during the six months ended June 30, 2022 compared to the same period of 2021, and an increase in foreign exchange rates, consolidatedpolitical advertising revenue decreased $39.4as 2022 is a midterm election year. Digital Audio Group revenue increased $111.3 million, driven primarily by continuing increases in demand for digital advertising, including continued growth in podcasting. Audio & Media Services revenue increased $15.6 million primarily due to the continued recovery from the impact of COVID-19 and an increase in political advertising revenue as 2022 is a midterm election year.
Direct Operating Expenses
Consolidated direct operating expenses increased $44.9 million during the three months ended SeptemberJune 30, 20172022 compared to the same period of 2016. Revenue growth2021. The increase in direct operating expenses was primarily driven by higher variable content costs resulting from our iHM business was offset by lower revenue generated by our International and Americas outdoor businesses as a result of the sales of our businesses in Canada in 2017 and Australia in 2016, which generated $2.6 million and $41.9 millionsignificant increase in revenue, inincluding profit sharing expenses, third-party digital costs, and production costs related to the three months ended September 30, 2017return of local and 2016, respectively.national live events.
Consolidated revenue decreased $85.7direct operating expenses increased $82.6 million during the ninesix months ended SeptemberJune 30, 20172022 compared to the same period of 2016. Excluding the $18.1 million impact from movements2021. The increase in foreign exchange rates, consolidated revenue decreased $67.6 million during the nine months ended September 30, 2017 compared to the same period of 2016. Revenue growth from our iHM business was offset by lower revenue generated by our International and Americas outdoor businesses as a result of the sales of our businesses in Canada in 2017 and Australia and Turkey in 2016, which generated $13.7 million and $131.2 million in


revenue in the nine months ended September 30, 2017 and 2016, respectively.
Consolidated Direct Operating Expenses
Consolidated direct operating expenses increased $30.2 million during the three months ended September 30, 2017 comparedwas primarily driven by higher variable content costs resulting from our significant increase in revenue, including profit sharing expenses, third-party digital costs, and production costs related to the same periodreturn of 2016. Excluding the $7.2 million impact from movements in foreign exchange rates, consolidated direct operating expenses increased $23.0 million during the three months ended September 30, 2017 compared to the same period of 2016. Higher direct operating expenses in our iHM business, due mostly to a $33.8 million prior year benefit resulting from the renegotiation of certain contracts, was partially offset by lower direct operating expenses in our Internationallocal and Americas outdoor businesses as a result of the sales of our business in Australia in 2016 and Canada in 2017.national live events.
Consolidated direct operating expenses increased $35.9 million during the nine months ended September 30, 2017 compared to the same period of 2016. Excluding the $11.3 million impact from movements in foreign exchange rates, consolidated direct operating expenses increased $47.2 million during the nine months ended September 30, 2017 compared to the same period of 2016. Higher direct operating expenses in our iHM business, due mostly to a $33.8 million prior year benefit resulting from the renegotiation of certain contracts, were partially offset by the impact of the sale of our businesses in Australia and Turkey in 2016 and Canada in 2017.
Consolidated Selling, General and Administrative (“SG&A”) Expenses
Consolidated SG&A expenses increased $17.0$6.4 million during the three months ended SeptemberJune 30, 20172022 compared to the same period of 2016. Excluding2021. The increase in Consolidated SG&A expenses was driven primarily by increased employee compensation costs related to increased workforce due to the $2.6 million impact from movementsinvestments in foreign exchange rates, consolidatedkey infrastructure to support our growing digital operations, increased sales commission expenses as a result of higher revenue, and increased bad debt expense. These increases were partially offset by lower variable bonus accruals and a decrease in national trade and barter expenses primarily related to the timing of the iHeartRadio Music Awards show.

Consolidated SG&A expenses increased $14.4$48.4 million during the threesix months ended SeptemberJune 30, 20172022 compared to the same period of 2016. Higher2021. The increase in SG&A expenses werewas driven primarily driven by higher employee compensation costs related to increased workforce due to the investments in key infrastructure to support our growing digital operations, increased sales commission expenses as a result of higher revenue, increased bad debt and higher trade and barter expenses in our iHM business.
Consolidated SG&A expenses increased $54.7 million during the nine months ended September 30, 2017 compared to the same period of 2016. Excluding the $3.0 million impact from movements in foreign exchange rates, consolidated SG&A expenses increased $57.7 million during the nine months ended September 30, 2017 compared to the same period of 2016. Higher SG&A expenses were primarily driven by trade and barter expenses in our iHM business andexpense. These increases were partially offset by a decrease in SG&A expenses resulting primarily from the sales of our businesses in Australia and Turkey in 2016 and Canada in 2017.lower variable bonus accruals.
Corporate Expenses
Corporate expenses decreased $8.9 million during the three months ended September 30, 2017 compared to the same period of 2016 primarily resulting from lower employee benefits and variable compensation expenses. For the three month period ended September 30, 2017, we incurred professional fees directly related to the notes exchange offers and term loan offers and, accordingly, such fees are reflected in Other Income (Expense), net as further discussed below.
Corporate expenses decreased $18.9 million during the nine months ended September 30, 2017 compared to the same period of 2016. Excluding the $1.9 million impact from movements in foreign exchange rates, corporate expenses decreased $17.0 million during the nine months ended September 30, 2017 compared to the same period of 2016. For the nine month period ended September 30, 2016, professional fees incurred in connection with our capital structure were reflected as part of corporate expenses. For the nine month period ended September 30, 2017, we incurred professional fees directly related to the notes exchange offers and term loan offers and, accordingly, such fees are reflected in Other Income (Expense), net as further discussed below. Employee benefit expense was also lower. The reduction in Corporate expenses was partially offset by higher spending on strategic revenue and efficiency initiatives.
Strategic Revenue and Efficiency Initiatives
Included in the amounts for direct operating expenses, SG&A and corporate expenses discussed above are expenses incurred in connection with our strategic revenue and efficiency initiatives. These costs consist primarily of severance related to workforce initiatives, consolidation of locations and positions, contract cancellation costs, consulting expenses, and other costs incurred in connection with improving our businesses. These costs are expected to provide benefits in future periods as the initiative results are realized.
Strategic revenue and efficiency costs were $6.0 million during the three months ended September 30, 2017. Of these expenses, $2.4 million was incurred by our iHM segment, $0.5 million was incurred by our Americas outdoor segment, $2.0 million was incurred by our International outdoor segment and $1.1 million was incurred by Corporate. Additionally, $1.8 million of these costs are reported within direct operating expenses, $3.1 million are reported within SG&A and $1.1 million are reported within corporate expenses. 


Strategic revenue and efficiency costs were $6.0 million during the three months ended September 30, 2016. Of these expenses, $2.5 million was incurred by our iHM segment, $0.3 million was incurred by our Americas outdoor segment, $2.1 million was incurred by our International outdoor segment, $0.1 million was incurred by our Other category and $1.0 million was incurred by Corporate. Additionally, $1.9 million of these costs are reported within direct operating expenses, $3.1 million are reported within SG&A and $1.0 million are reported within corporate expenses.
Strategic revenue and efficiency costs were $31.0 million during the nine months ended September 30, 2017. Of these expenses, $14.4 million was incurred by our iHM segment, $1.4 million was incurred by our Americas outdoor segment, $6.0 million was incurred by our International outdoor segment, $4.1 million was incurred by our Other category and $5.1 million was incurred by Corporate. Additionally, $10.6 million of these costs are reported within direct operating expenses, $15.3 million are reported within SG&A and $5.1 million are reported within corporate expenses. 
Strategic revenue and efficiency costs were $19.4 million during the nine months ended September 30, 2016. Of these expenses, $11.7 million was incurred by our iHM segment, $1.9 million was incurred by our Americas outdoor segment, $3.6 million was incurred by our International outdoor segment, $0.5 million was incurred by our Other segment and $1.7 million was incurred by Corporate. Additionally, $7.1 million of these costs are reported within direct operating expenses, $10.6 million are reported within SG&A and $1.7 million are reported within corporate expenses.
Depreciation and Amortization
Depreciation and amortization decreased $8.7$17.2 million and $10.5 million during the three and six months ended SeptemberJune 30, 2017,2022 compared to the same periodperiods of 2016. The decrease was2021, primarily as a result of certain intangible assets being fully amortized, partially offset by increased capital expenditures related to IT and real estate optimization initiatives.
Impairment Charges
As part of our operating expense-savings initiatives, we have taken strategic actions to streamline our real estate footprint and related expenses, resulting in impairment charges due to the write-down of right-of-use assets becoming fully depreciated or fully amortizedand related fixed
29

assets, including leasehold improvements. During the six months ended June 30, 2022 and 2021, we recognized non-cash impairment charges of $1.6 million and $37.7 million, respectively, as a result of these cost-savings initiatives.

Other Operating Expense, Net
Other operating expense, net of $15.7 million and $12.4 million for the three months ended June 30, 2022 and 2021, respectively, and Other operating expense, net of $16.5 million and $15.2 million for the six months ended June 30, 2022 and 2021, respectively, relate primarily to non-cash net book losses recognized on asset disposals in connection with our real estate optimization initiatives.
Interest Expense
Interest expense decreased $3.4 million and $9.3 million, respectively, during the three and six months ended June 30, 2022 compared to the same periods of 2021, primarily as a result of the interest rate reduction of our incremental term loan facility as amended in July 2021 and the disposal$250.0 million voluntary repayment made in July 2021 on our term loan credit facilities in connection with the repricing transaction.

Gain on Investments, Net
During the three and six months ended June 30, 2022, we recognized a gain on investments, net of assets$9.6 million and $7.8 million, respectively, in connection with increases in the value of our investments. During the three and six months ended June 30, 2021, we recognized a gain of $49.6 million and $49.8 million, respectively, primarily related to the sale of our Australia business in 2016.
Depreciation and amortization decreased $32.4 million during the nine months ended September 30, 2017, compared to the same period of 2016. The decrease was primarily due to assets becoming fully depreciated or fully amortized and the disposal of assets related to the sale of our outdoor non-strategic U.S. markets and Australia and Turkey businesses in 2016.
Impairment Charges
The Company performs its annual impairment test on July 1 of each year. In addition, we test for impairment of property, plant and equipment whenever events and circumstances indicate that depreciable assets might be impaired. As a result of these impairment tests, we recorded impairment charges of $7.6 million during the three and nine months ended September 30, 2017, related to one of our iHM markets and one of our International outdoor businesses. During the three and nine months ended September 30, 2016, we recognized impairment charges of $8.0 million, related primarily to goodwill in one of our International outdoor businesses. Please see Note 2 to the Consolidated Financial Statements located in Item 1 of this Quarterly Report on Form 10-Q for a further description of the impairment charges.
Other Operating Income (Expense), Net
Other operating expense, net was $13.2 million for the three months ended September 30, 2017, which primarily related to the $12.1 million loss, which includes $6.3 million in cumulative translation adjustments, recognized on the sale of our ownership interest in a joint venture in Canada during the third quarter of 2017. Other operating income, net of $24.8 million for the nine months ended September 30, 2017 primarily related to the saleinvestment in the first quarterSan Antonio Spurs.

Gain on Extinguishment of 2017 of the Americas outdoor Indianapolis market exchanged for certain assets in Atlanta, Georgia, plus $43.1 million in cash, net of closing costs, resulting in a net gain of $28.9 million and a gain of $6.8 million recognized on the sale of our ownership interest in a joint venture in Belgium in the second quarter of 2017, offset by the loss of $12.1 million recognized on the sale of our ownership interest in a joint venture in Canada.Debt
Other operating expense, net was $0.5 million for the three months ended September 30, 2016, which primarily related to net losses on the sale of operating assets. Other operating income, net was $219.8 million for the nine months ended September 30, 2016, which primarily related to the sale of nine non-strategic outdoor markets in the first quarter of 2016, partially offset by the loss on the sales of our Australia and Turkey businesses.
Interest Expense
Interest expense increased $10.4 million during the three months ended September 30, 2017 compared to the same period of 2016 primarily due to an increase in variable interest rates. Interest expense decreased $1.0 million during the nine months ended September 30, 2017 compared to the same period of 2016. The decrease is primarily due to settlements of long-term debt in 2016, partially offset by an increase in variable interest rates, primarily as a result from an increase in LIBOR.
Loss on Investments, net



During the three and ninesix months ended SeptemberJune 30, 2017, we recognized losses of $2.2 million and $2.4 million, respectively, related to our investments. During the three and nine months ended September 30, 2016,2022, we recognized a lossgain on extinguishment of $13.8debt of $8.2 million related to cost-method investments.
Gain (Loss) on Extinguishmentin connection with the open market repurchases of Debt
During the third quarter of 2016, Broader Media, LLC, an indirect wholly-owned subsidiary of the Company, repurchased approximately $383.0$113.5 million aggregate principal amount of iHeartCommunications' 10.0%iHeartCommunications, Inc.'s 8.375% Senior Unsecured Notes due 20182027 for an aggregate purchase price of approximately $222.2 million. In connection with this repurchase, we recognized a gain of $157.6 million.$105.3 million in cash.
Other Income (Expense), net
Other income, net was $2.2 million and other expense, net was $11.2 million for the three and nine months ended September 30, 2017, respectively. These amounts relate primarily to net foreign exchange gains of $9.3 million and $21.6 million for the three and nine months ended September 30, 2017, respectively, recognized in connection with intercompany notes denominated in foreign currencies, partially offset by expenses incurred in connection with the notes exchange offers and term loan offers of $7.2 million and $31.4 million for the three and nine months ended September 30, 2017, respectively, as described in "Liquidity and Capital Resources - Notes Exchange Offers and Term Loan Offers".
Other expense, net was $7.3 million and $47.1 million for the three and nine months ended September 30, 2016, respectively, which primarily related to net foreign exchange losses recognized in connection with intercompany notes denominated in foreign currencies.
Income Tax ExpenseBenefit (Expense)

The effective tax rate for the Company for the three and ninesix months ended SeptemberJune 30, 20172022 was (0.8)%10.5% and (6.7)%35.4%, respectively. The effective tax rate for the three and nine months ended September 30, 2016 was (24.5)% and (13.2)%, respectively. The effective tax rates were primarily impacted by the forecasted increase in valuation allowance recorded against certain deferred tax assets, originating in the period fromrelated primarily to disallowed interest expense carryforwards and net operating lossesloss carryforwards, due to uncertainty regarding the Company’s ability to utilize those assets in U.S. federal, state and certain foreign jurisdictions. future periods.
iHM Results
Net Income (Loss) Attributable to the Company

Net income attributable to the Company of Operations
Our iHM operating results were as follows:
(In thousands)Three Months Ended
September 30,		 %
Change		 Nine Months Ended
September 30,		 
%
Change
 2017 2016  2017 2016 
Revenue$859,531
 $857,099
 0.3% $2,501,084
 $2,463,899
 1.5%
Direct operating expenses265,795
 229,668
 15.7% 773,327
 704,097
 9.8%
SG&A expenses287,676
 268,612
 7.1% 894,669
 812,344
 10.1%
Depreciation and amortization58,089
 60,691
 (4.3)% 174,946
 182,506
 (4.1)%
Operating income$247,971
 $298,128
 (16.8)% $658,142
��$764,952
 (14.0)%
Three Months
iHM revenue increased $2.4$14.4 million during the three months ended SeptemberJune 30, 20172022 increased $46.7 million compared to the same period of 2016, with growth in national and digital revenue being partially offset by lower local revenue. National revenue grew due to an increase in national trade and barter, largely relateda Net loss attributable to the iHeartMedia Music Festival, as well as increased national sales initiatives and investments, including our programmatic buying platforms, primarily offset by a decrease in national traffic and weather revenue. Local revenue decreased as a resultCompany of lower spot revenue, partially offset by an increase in local trade and barter.
iHM direct operating expenses increased $36.1$32.3 million during the three months ended SeptemberJune 30, 20172021, primarily as a result of the increase in revenue from the continuing recovery from the macroeconomic effects of the COVID-19 pandemic and the continuing growth of our operating businesses.

Net loss attributable to the Company decreased $239.8 million to $34.2 million during the six months ended June 30, 2022 compared to Net loss attributable to the Company of $274.0 million during the six months ended June 30, 2021, primarily as a result of the increase in revenue from the continuing recovery from the macroeconomic effects of the COVID-19 pandemic and the continuing growth of our operating businesses.


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Multiplatform Group Results
(In thousands)Three Months Ended
June 30,		%Six Months Ended
June 30,		%
20222021Change20222021Change
Revenue$633,300 $605,850 4.5 %$1,204,460 $1,103,747 9.1 %
Operating expenses(1)
438,804 424,452 3.4 %876,057 817,558 7.2 %
Segment Adjusted EBITDA$194,496 $181,398 7.2 %$328,403 $286,189 14.8 %
Segment Adjusted EBITDA margin30.7 %29.9 %27.3 %25.9 %
(1) Operating expenses consist of Direct operating expenses and Selling, general and administrative expenses, excluding Restructuring expenses.

Three Months

Revenue from our Multiplatform Group increased $27.5 million compared to the same periodprior year, primarily as a result of 2016 primarilythe continued recovery from the impact of COVID-19. Broadcast revenue grew $12.2 million, or 2.7%, year-over-year, driven by a $33.8 million prior year benefit resulting from the renegotiation of certain contracts. iHM SG&A expenses increased $19.1 million during the three months ended September 30, 2017 compared to the same period of 2016 primarily due to higher trade and barter expenses and higher variable expenses, including sales activation costs.
Nine Months
iHM revenue increased $37.2 million during the nine months ended September 30, 2017 compared to the same period of 2016, with growth in nationalspot revenue and otherpolitical advertising revenue beingas 2022 is a midterm election year, partially offset by lower local revenue. Nationaltrade and barter revenue due to the impact of the timing of the iHeartRadio Music Awards show, while Networks grew $3.9 million, or 3.2%, year-over-year. Revenue from Sponsorship and Events increased by $9.5 million, or 33.2%, year-over-year, primarily as a result of the return of live events.



Operating expenses increased $14.4 million, driven primarily by event costs related to the return of live events including the iHeart Country Festival, higher sales commissions in connection with the increase in revenue, and an increase in bad debt expense due to a credit in Q2 2021 related to the recovery of COVID-19 reserves recorded in 2020. These increases were partially offset by a decrease in trade and barter expense due to the impact of the timing of the iHeartRadio Music Awards show and lower variable bonus accruals based on financial performance.

Six Months

Revenue from our Multiplatform Group increased $100.7 million compared to the prior year, primarily as a result of the continued recovery from the impact of COVID-19. Broadcast revenue increased $70.1 million, or 8.7%, year-over-year, while Networks grew $6.4 million, or 2.7%, year-over-year. Revenue from Sponsorship and Events increased by $20.7 million, or 40.6%, year-over-year, primarily as a result of the return of live events.
Operating expenses increased $58.5 million, driven primarily by higher event costs in connection with the return of live events including the iHeart Country Festival, as well as higher sales commission, talent and profit share costs, all driven by higher revenue, and an increase in bad debt expense due to a credit in 2021 related to the recovery of COVID-19 reserves recorded in 2020. These increases were partially offset by lower rent and utilities in connection with our real estate optimization initiatives as well as lower variable bonus accruals based on financial performance.
Digital Audio Group Results
(In thousands)Three Months Ended
June 30,		%Six Months Ended
June 30,		%
20222021Change20222021Change
Revenue$252,561 $197,930 27.6 %$466,780 $355,483 31.3 %
Operating expenses(1)
173,678 143,640 20.9 %335,389 261,182 28.4 %
Segment Adjusted EBITDA$78,883 $54,290 45.3 %$131,391 $94,301 39.3 %
Segment Adjusted EBITDA margin31.2 %27.4 %28.1 %26.5 %
(1) Operating expenses consist of Direct operating expenses and Selling, general and administrative expenses, excluding Restructuring expenses.



31



Three Months

Revenue from our Digital Audio Group increased $54.6 million compared to the prior year, including growth from Digital, excluding Podcast revenue, which grew $22.4 million, or 15.5%, year-over-year, driven by increased demand for digital advertising as well as Podcast revenue which increased by $32.3 million, or 60.4%, year-over-year, driven by higher revenues from the development of new podcasts as well as growth from existing podcasts. Digital Audio Group revenue increased as a result of general increased demand for digital advertising and the growing popularity of podcasting.

Operating expenses increased $30.0 million due to higher employee compensation costs related to increased workforce due to the investments in key infrastructure to support our growing digital operations and higher variable content costs, third-party digital costs and profit share expenses due to higher revenue and the development of new podcasts.

Six Months

Revenue from our Digital Audio Group increased $111.3 million compared to the prior year, including growth from Digital, excluding Podcast revenue, which grew $48.9 million, or 18.5%, year-over-year, driven by increased demand for digital advertising. Podcast revenue also increased by $62.4 million, or 68.0%, year-over-year, driven by higher revenues from the development of new podcasts and growth from existing podcasts. Digital Audio Group revenues increased as a result of general increased demand for digital advertising, the growing popularity of podcasting, the continued addition of premium content to our industry-leading podcast business and our improving ability to monetize our digital audiences and inventory utilizing our sales force and advertising technology platforms, partially driven by investments in the digital space.
Operating expenses increased $74.2 million in connection with our Digital Audio Group’s significant revenue growth, including the impact of variable employee compensation expense, talent costs and third-party digital costs due to higher revenue, as well as increased content and production costs primarily resulting from the development of new podcasts. In addition, operating expenses increased due to investments in key infrastructure to support our growing digital operations.
Audio & Media Services Group Results
(In thousands)Three Months Ended
June 30,		%Six Months Ended
June 30,		%
20222021Change20222021Change
Revenue$71,065 $61,175 16.2 %$131,922 $116,312 13.4 %
Operating expenses(1)
48,995 40,704 20.4 %93,465 80,492 16.1 %
Segment Adjusted EBITDA$22,070 $20,471 7.8 %$38,457 $35,820 7.4 %
Segment Adjusted EBITDA margin31.1 %33.5 %29.2 %30.8 %
(1) Operating expenses consist of Direct operating expenses and Selling, general and administrative expenses, excluding Restructuring expenses.

Three Months

Revenue from our Audio & Media Services Group increased $9.9 million compared to the comparative period in the prior year due to an increase in national tradepolitical advertising revenue as 2022 is a midterm election year and barter, as well asthe continued recovery from the impact of COVID-19.

Operating expenses increased sales in response to our national investments, including our programmatic buying platforms,$8.3 million primarily offset by a decrease in national traffic and weather revenue. Other revenue increased partially as a result of higher talent appearance fees. Localemployee compensation related to seasonal (political) staffing, higher merchandising costs and a new purchase agreement with third-parties for specific inventory spots.

Six Months

Revenue from our Audio & Media Services Group increased $15.6 million compared to the comparative period in the prior year due to an increase in political advertising revenue decreasedas 2022 is a midterm election year and the continued recovery from the impact of COVID-19.

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Operating expenses increased $13.0 million primarily as a result of lower spot revenue, partially offset by an increase in local tradehigher employee compensation related to seasonal (political) staffing, higher merchandising costs and barter. a new purchase agreement with third-parties for specific inventory spots.
iHM direct

Reconciliation of Operating Income (Loss) to Adjusted EBITDA
(In thousands)Three Months Ended
June 30,		Six Months Ended
June 30,
2022202120222021
Operating income (loss)$82,869 $28,126 $95,204 $(48,230)
Depreciation and amortization110,788 127,945 224,839 235,308 
Impairment charges245 — 1,579 37,744 
Other operating expense, net15,664 12,379 16,534 15,150 
Share-based compensation expense8,610 5,903 14,145 11,588 
Restructuring expenses19,009 10,155 30,102 35,195 
Adjusted EBITDA(1)
$237,185 $184,508 $382,403 $286,755 


Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA
(In thousands)Three Months Ended
June 30,		Six Months Ended
June 30,
2022202120222021
Net income (loss)$15,182 $(31,960)$(33,557)$(274,016)
Income tax (benefit) expense1,782 24,449 (18,427)104,384 
Interest expense, net81,494 84,887 160,713 170,008 
Depreciation and amortization110,788 127,945 224,839 235,308 
EBITDA$209,246 $205,321 $333,568 $235,684 
Gain on investments, net(9,590)(49,644)(7,825)(49,835)
Gain on extinguishment of debt(8,203)— (8,203)— 
Other expense, net2,175 363 2,445 1,170 
Equity in loss of nonconsolidated affiliates29 31 58 59 
Impairment charges245 — 1,579 37,744 
Other operating expense, net15,664 12,379 16,534 15,150 
Share-based compensation expense8,610 5,903 14,145 11,588 
Restructuring expenses19,009 10,155 30,102 35,195 
Adjusted EBITDA(1)
$237,185 $184,508 $382,403 $286,755 
(1)We define Adjusted EBITDA as consolidated Operating income (loss) adjusted to exclude restructuring expenses included within Direct operating expenses increased $69.2 million during the nine months ended September 30, 2017 compared to the same period of 2016 primarily driven by a $33.8 million prior year benefit resulting from the renegotiation of certain contracts, as well as higher content and programming costs, including talent fees and music license fees. iHM SG&A expenses, increased $82.3 million during the nine months ended September 30, 2017 compared to the same period of 2016 primarily due to higher trade and bartershare-based compensation expenses investments in national and digital sales capabilities and higher variable expenses, including sales activation costs and commissions.
Americas Outdoor Advertising Results of Operations
Our Americas outdoor operating results were as follows:
(In thousands)Three Months Ended
September 30,		 %
Change		 Nine Months Ended
September 30,		 
%
Change
 2017 2016  2017 2016 
Revenue$316,587
 $322,997
 (2.0)% $919,967
 $931,058
 (1.2)%
Direct operating expenses141,609
 142,989
 (1.0)% 427,181
 421,039
 1.5%
SG&A expenses54,689
 54,500
 0.3% 165,538
 167,660
 (1.3)%
Depreciation and amortization47,035
 47,242
 (0.4)% 137,689
 140,883
 (2.3)%
Operating income$73,254
 $78,266
 (6.4)% $189,559
 $201,476
 (5.9)%
Three Months
Americas outdoor revenue decreased $6.4 million during the three months ended September 30, 2017 compared to the same period of 2016. Excluding the $0.9 million impact from movements in foreign exchange rates, Americas outdoor revenue decreased $7.3 million during the three months ended September 30, 2017 compared to the same period of 2016. The decrease in revenue is primarily due to a $4.2 million decrease in revenue resulting from the sale of our Canadian outdoor business, higher revenue in the prior year period due to the 2016 Olympics in Brazil and the exchange of outdoor markets in the first quarter of 2017. This was partially offset by increased digital revenue from new and existing airport contracts.
Americas outdoor direct operating expenses decreased $1.4 million during the three months ended September 30, 2017 compared to the same period of 2016. Excluding the $0.5 million impact from movements in foreign exchange rates, Americas outdoor direct operating expenses decreased $1.9 million during the three months ended September 30, 2017 compared to the same period of 2016. The decrease was driven by a $3.6 million decrease in direct operating expenses resulting from the sale of our Canadian outdoor market and lower variable expenses due to the 2016 Olympics in Brazil, partially offset by higher fixed site lease expenses. Americas outdoorincluded within SG&A expenses, increased $0.2 million during the three months ended September 30, 2017 compared to the same period of 2016. Excluding the $0.2 million impact from movements in foreign exchange rates, Americas outdoor SG&A expenses were flat during the three months ended September 30, 2017 compared to the same period of 2016.
Nine Months
Americas outdoor revenue decreased $11.1 million during the nine months ended September 30, 2017 compared to the same period of 2016. Excluding the $2.7 million impact from movements in foreign exchange rates, Americas outdoor revenue decreased $13.8 million during the nine months ended September 30, 2017 compared to the same period of 2016. The decrease in revenue was primarily due to a decrease in print display revenues, as well as the $10.9 million impact resulting from the salesfollowing line items presented in our Statements of non-strategic outdoor marketsOperations: Depreciation and amortization, Impairment charges and Other operating expense, net. Alternatively, Adjusted EBITDA is calculated as Net income (loss), adjusted to exclude Income tax (benefit) expense, Interest expense, net, Depreciation and amortization, Loss (gain) on investments, net, Gain on extinguishment of debt, Other expense, net, Equity in loss of nonconsolidated affiliates, net, Impairment charges, Other operating expense, net, Share-based compensation expense, and restructuring expenses. Restructuring expenses primarily include expenses incurred in connection with cost-saving initiatives, as well as certain expenses, which, in the first quarterview of 2016management, are outside the ordinary course of business or otherwise not representative of the Company's operations during a normal business cycle. We use Adjusted EBITDA, among other measures, to evaluate the Company’s operating performance. This measure is among the primary measures used by management for the planning and the saleforecasting of future periods, as well as for measuring performance for compensation of executives and other members of management. We believe this measure is an important indicator of our Canadianoperational strength and performance of our business because it provides a link between operational performance and operating income. It is also a primary measure used by management in evaluating companies as potential acquisition targets. We believe the presentation of this measure is relevant and useful for investors because it allows investors to view performance in a manner similar to the method used by management. We
33

believe it helps improve investors’ ability to understand our operating performance and makes it easier to compare our results with other companies that have different capital structures or tax rates. In addition, we believe this measure is also among the primary measures used externally by our investors, analysts and peers in our industry for purposes of valuation and comparing our operating performance to other companies in our industry. Since Adjusted EBITDA is not a measure calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, operating income (loss) or net income (loss) as an indicator of operating performance and may not be comparable to similarly titled measures employed by other companies. Adjusted EBITDA is not necessarily a measure of our ability to fund our cash needs. Because it excludes certain financial information compared with operating income (loss) and compared with consolidated net income (loss), the most directly comparable GAAP financial measures, users of this financial information should consider the types of events and transactions which are excluded.
Reconciliation of Cash Provided by Operating Activities to Free Cash Flow
(In thousands)Three Months Ended
June 30,		Six Months Ended
June 30,
2022202120222021
Cash provided by operating activities$155,801 $29,129 $103,589 $100,857 
Purchases of property, plant and equipment(49,653)(32,111)(72,210)(51,061)
Free cash flow(1)
$106,148 $(2,982)$31,379 $49,796 
(1)We define Free cash flow ("Free Cash Flow") as Cash provided by (used for) operating activities less capital expenditures, which is disclosed as Purchases of property, plant and equipment in the third quarterCompany's Consolidated Statements of 2017,Cash Flows. We use Free Cash Flow, among other measures, to evaluate the Company’s liquidity and the exchange of outdoor markets in the first quarter of 2017. This was partially offset by increased digital revenuesits ability to generate cash flow. We believe that Free Cash Flow is meaningful to investors because we review cash flows generated from new and existing airport contracts and deployments of new digital billboards.
Americas outdoor direct operating expenses increased $6.1 million during the nine months ended September 30, 2017 compared to the same period of 2016. Excluding the $1.5 million impact from movements in foreign exchange rates, Americas outdoor direct operating expenses increased $4.6 million during the nine months ended September 30, 2017 compared to the same period of 2016. The increase in direct operating expenses was driven by higher site lease expenses related to new and existing airport contracts and print displays, and the impact of a $2.9 million early termination lease payment received in 2016, partially offset by lower expenseoperations after taking into consideration capital expenditures due to the $8.7 million impact resulting from the salesfact that these expenditures are considered to be a necessary component of non-strategic outdoor marketsongoing operations. In addition, we believe that Free Cash Flow helps improve investors' ability to compare our liquidity with other companies. Since Free Cash Flow is not a measure calculated in the first quarter


accordance with GAAP, it should not be considered in isolation of, 2016or as a substitute for, Cash provided by (used for) operating activities and the salemay not be comparable to similarly titled measures employed by other companies. Free Cash Flow is not necessarily a measure of our Canadian business in the third quarter of 2017, and the exchange of outdoor markets in the first quarter of 2017. Americas outdoor SG&A expenses decreased $2.1 million during the nine months ended September 30, 2017 comparedability to the same period of 2016. Excluding the $0.9 million impact from movements in foreign exchange rates, Americas outdoor SG&A expenses decreased $3.0 million during the nine months ended September 30, 2017 compared to the same period of 2016. The decrease in SG&A expenses was primarily due to lower bad debt expense and the $1.2 million impact resulting from the sales of non-strategic outdoor markets in the first quarter of 2016 and the sale offund our Canadian business in the third quarter of 2017, and the exchange of outdoor markets in the first quarter of 2017.cash needs.
International Outdoor Advertising Results of Operations
Our International outdoor operating results were as follows:
(In thousands)Three Months Ended
September 30,		 %
Change		 Nine Months Ended
September 30,		 
%
Change
 2017 2016  2017 2016 
Revenue$328,502
 $346,224
 (5.1)% $942,167
 $1,035,263
 (9.0)%
Direct operating expenses214,491
 219,261
 (2.2)% 607,023
 645,199
 (5.9)%
SG&A expenses73,708
 71,664
 2.9% 204,531
 220,872
 (7.4)%
Depreciation and amortization32,886
 37,018
 (11.2)% 95,149
 113,075
 (15.9)%
Operating income$7,417
 $18,281
 (59.4)% $35,464
 $56,117
 (36.8)%
Three Months
International outdoor revenue decreased $17.7 million during the three months ended September 30, 2017 compared to the same period of 2016. Excluding the $9.3 million impact from movements in foreign exchange rates, International outdoor revenue decreased $27.0 million during the three months ended September 30, 2017 compared to the same period of 2016. The decrease in revenue is due to a $35.2 million decrease in revenue resulting from the sale of our business in Australia in 2016. This was partially offset by growth across other markets including China, Spain, Switzerland and the United Kingdom, primarily from new contracts and digital expansion.
International outdoor direct operating expenses decreased $4.8 million during the three months ended September 30, 2017 compared to the same period of 2016. Excluding the $6.8 million impact from movements in foreign exchange rates, International outdoor direct operating expenses decreased $11.6 million during the three months ended September 30, 2017 compared to the same period of 2016. The decrease was driven by a $20.1 million decrease in direct operating expenses resulting from the 2016 sale of our business in Australia, partially offset by higher site lease expense in certain countries experiencing revenue growth. International outdoor SG&A expenses increased $2.0 million during the three months ended September 30, 2017 compared to the same period of 2016. Excluding the $2.4 million impact from movements in foreign exchange rates, International outdoor SG&A expenses decreased $0.4 million during the three months ended September 30, 2017 compared to the same period of 2016. The decrease in SG&A expenses was primarily due to a $6.8 million decrease resulting from the sale of our business in Australia, partially offset by increases in bad debt expense primarily related to two specific accounts and employee-related expenses.
Nine Months
International outdoor revenue decreased $93.1 million during the nine months ended September 30, 2017 compared to the same period of 2016. Excluding the $20.8 million impact from movements in foreign exchange rates, International outdoor revenue decreased $72.3 million during the nine months ended September 30, 2017 compared to the same period of 2016. The decrease in revenue is due to a $106.5 million decrease in revenue resulting from the sale of our businesses in Australia and Turkey in 2016. This was partially offset by growth across other markets including Spain, the United Kingdom, Switzerland and China, primarily from new contracts and digital expansion.
International outdoor direct operating expenses decreased $38.2 million during the nine months ended September 30, 2017 compared to the same period of 2016. Excluding the $12.8 million impact from movements in foreign exchange rates, International outdoor direct operating expenses decreased $25.4 million during the nine months ended September 30, 2017 compared to the same period of 2016. The decrease was driven by a $64.5 million decrease in direct operating expenses resulting from the 2016 sales of our businesses in Australia and Turkey, partially offset by higher site lease and production expenses in countries experiencing revenue growth. International outdoor SG&A expenses decreased $16.3 million during the nine months ended September 30, 2017 compared to the same period of 2016. Excluding the $3.8 million impact from movements in foreign exchange rates, International outdoor SG&A expenses decreased $12.5 million during the nine months ended September 30, 2017


compared to the same period of 2016. The decrease in SG&A expenses was primarily due to a $20.6 million decrease resulting from the sale of our businesses in Australia and Turkey, partially offset by higher bad debt expense and higher spending related to growth in certain countries, as well as higher spending on strategic efficiency initiatives.
Reconciliation of Segment Operating Income to Consolidated Operating Income
(In thousands)Three Months Ended
September 30,		 Nine Months Ended
September 30,
 2017 2016 2017 2016
iHM$247,971
 $298,128
 $658,142
 $764,952
Americas outdoor73,254
 78,266
 189,559
 201,476
International outdoor7,417
 18,281
 35,464
 56,117
Other7,261
 9,643
 13,713
 18,205
Other operating income, net(13,215) (505) 24,785
 219,768
Impairment charges(7,631) (8,000) (7,631) (8,000)
Corporate expense (1)
(86,752) (96,461) (261,006) (279,738)
Consolidated operating income$228,305
 $299,352
 $653,026
 $972,780
(1)Corporate expenses include expenses related to iHM, Americas outdoor, International outdoor and our Other category, as well as overall executive, administrative and support functions.
Share-Based Compensation Expense
We have granted restricted stockOn April 21, 2021, our 2021 Long-Term Incentive Award Plan (the "2021 Plan") was approved by stockholders and CCOH has granted restricted stock,replaced the prior plan. Pursuant to our 2021 Plan, we will grant restricted stock units and options to purchase shares of CCOH'sthe Company's Class A common stock to certain key individuals.

Share-based compensation expenses are recorded in corporateSG&A expenses and were $3.5$8.6 million and $3.5$5.9 million for the three months ended SeptemberJune 30, 20172022 and 2016,2021, respectively, and $9.0$14.1 million and $10.4$11.6 million for the ninesix months ended SeptemberJune 30, 20172022 and 2016,2021, respectively.

On March 28, 2022, we issued performance-based restricted stock units ("Q1 2022 Performance RSUs") to certain key employees. The Q1 2022 Performance RSUs vest upon the achievement of certain total stockholder return goals and continued service, which are being measured over an approximately 50-month period from the date of issuance.

On May 9, 2022, we issued performance-based restricted stock units ("Q2 2022 Performance RSUs") and restricted stock units ("2022 RSUs") to certain key employees. The Q2 2022 Performance RSUs vest upon the achievement of certain total stockholder return goals, Adjusted EBITDA goals, Diversity, Equity and Inclusion goals, and continued service. The Q2 2022 Performance RSUs are measured over a 3-year period from the date of issuance. The 2022 RSUs vest upon continued service. The 2022 RSUs are being recognized ratably over a 3-year period from the date of issuance.

As of SeptemberJune 30, 2017,2022, there was $20.3$62.0 million of unrecognized compensation cost related to unvested share-based compensation arrangements that will vestwith vesting based on service conditions. This cost is expected to be recognized over a weighted average period of approximately 2.83.8 years. In addition, as of SeptemberJune 30, 2017,2022, there was $26.6were unrecognized compensation costs of $11.7 million of unrecognized compensation costQ1 2022 Performance RSUs and $14.7 million of Q2 2022 Performance RSUs related to unvested share-based compensation arrangements that will vest based on market performance and service conditions. This costThese costs will be recognized when it becomes probable thatover a 50-month period from the performance condition will be satisfied.date of issuance for the Q1 2022 Performance RSUs and over a 3-year period from the date of issuance for the Q2 2022 Performance RSUs.



34


LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
The following discussion highlights cash flow activities during the nine months ended September 30, 2017periods presented:
(In thousands)Six Months Ended
June 30,
20222021
Cash provided by (used for):
Operating activities$103,589 $100,857 
Investing activities(49,657)(218,263)
Financing activities(110,711)(19,882)
Free Cash Flow(1)
31,379 49,796 
(1) For a definition of Free cash flow from operations and 2016, respectively:
(In thousands)Nine Months Ended September 30,
 2017 2016
Cash provided by (used for):   
Operating activities$(558,717) $(272,578)
Investing activities$(144,980) $366,312
Financing activities$137,066
 $(322,583)


a reconciliation to Cash provided by (used for) operating activities, the most closely comparable GAAP measure, please see “Reconciliation of Cash provided by (used for) operating activities to Free cash flow from operations” in this MD&A.
Operating Activities
Cash used forprovided by operating activities was $558.7of $103.6 million during the ninesix months ended SeptemberJune 30, 2017 compared to $272.62022 increased from $100.9 million of cash used for operating activities during the ninesix months ended SeptemberJune 30, 2016.  The2021 primarily due to an increase in cash used for operating activities is primarily attributedflows from operations as the Company's businesses continue to lower operating income as well as changes in working capital balances, particularly accounts receivable, which were affected by slower collections, and prepaid assets, partiallyrecover from the impact of COVID-19, mostly offset by accounts payable duean increase in the payment of bonuses and commissions in the first quarter of 2022. The Company did not pay bonuses to the timingvast majority of payments. Cash paid for interest duringemployees in the nine months ended September 30, 2017 was $1,426.4 million as compared to $1,434.5 million paid during the nine months ended September 30, 2016.first quarter of 2021.

Investing Activities

Cash used for investing activities of $145.0$49.7 million during the ninesix months ended SeptemberJune 30, 2017 reflected $184.92022 primarily reflects $72.2 million in cash used for capital expenditures, partially offset by net cash proceeds from the sale of assets of $71.3 million, which included net cash proceeds from the sale of our outdoor Indianapolis market of $43.1 million.expenditures. We spent $44.4$48.7 million for capital expenditures in our iHMMultiplatform Group segment primarily related to our real estate optimization initiatives, $11.1 million in our Digital Audio Group segment primarily related to IT infrastructure, $48.7$4.1 million in our Americas outdoorAudio & Media Services Group segment, primarily related to the construction of new advertising structures, such as digital boards, $83.9 million in our International outdoor segment primarily related to street furnituresoftware, and transit advertising structures, including digital displays, $0.5 million in our Other category and $7.4$8.3 million in Corporate primarily related to equipment and software purchases.
Cash provided byused for investing activities of $366.3 million during the nine months ended September 30, 2016 reflected net cashwas partially offset by proceeds from the sale of nine non-strategic outdoor markets including Cleveland and Columbus, Ohio, Des Moines, Iowa, Ft. Smith, Arkansas, Memphis, Tennessee, Portland, Oregon, Reno, Nevada, Seattle, Washington and Wichita, Kansascertain properties related to our real estate optimization initiatives.

Cash used for investing activities of $592.3$218.3 million during the six months ended June 30, 2021 primarily reflects the net cash payment made to acquire Triton Digital for $228.5 million. In addition, $51.1 million in cash and certain advertising assets in Florida. Those sale proceeds were partially offset by $201.0 millionwas used for capital expenditures. We spent $46.3$31.5 million for capital expenditures in our iHMMultiplatform Group segment and $11.7 million for capital expenditures in our Digital Audio Group segment primarily related to leasehold improvements and IT infrastructure, $47.8$2.2 million in our Americas outdoorAudio & Media Services Group segment, primarily related to the construction of new advertising structures, such as digital displays, $97.5 million in our International outdoor segment primarily related to billboardsoftware and street furniture advertising structures, $1.8 million in our Other category and $7.7$5.7 million in Corporate primarily related to equipment and software purchases. Cash used for investing activities was partially offset by cash provided by investing activities related to proceeds received of $50.8 million from the sale of our investment in the San Antonio Spurs.

Financing Activities

Cash provided byused for financing activities of $137.1totaled $110.7 million during the ninesix months ended SeptemberJune 30, 20172022 primarily resulted from proceeds from long-term debt issued by onedue to the open market repurchases of $113.5 million aggregate principal amount of our international subsidiaries, as well as borrowings on our receivables-based credit facility. These proceeds were partially offset by dividends paid to non-controlling interests, which represents8.375% Senior Unsecured Notes due 2027 for $105.3 million in cash, reflecting a discounted purchase price from the portionface value of the dividends paid by CCOH in February 2017 to parties other than our subsidiaries that own CCOH stock, and a payment under our receivables-based credit facility.notes.

Cash used for financing activities of $322.6$19.9 million during the ninesix months ended SeptemberJune 30, 20162021 primarily resulted from required quarterly principal payments made on the purchaseTerm Loan Facility and repayment of iHeartCommunications' 10.0% Senior Notes due 2018 for an aggregate purchase pricea subsidiary note payable.

35


Sources of $222.2 millionLiquidity and dividends paid to non-controlling interests.
Anticipated Cash Requirements
Our primary sources of liquidity are cash on hand, cash flow from operations, borrowing capacity under iHeartCommunications' domestic receivables-based credit facility, subject to the limitations contained in iHeartCommunications' material financing agreements, and cash from liquidity-generating transactions. As of September 30, 2017, we had $286.4 millionwhich consisted of cash and cash equivalents on our balance sheet, including $222.4of $294.8 million as of June 30, 2022, cash and cash equivalents held by our subsidiary, CCOH. Included in the cash held by CCOH is $206.1 million of cash held outside the U.S. It is our policy to permanently reinvest the earnings of our non-U.S. subsidiaries as these earnings are generally redeployed in those jurisdictions for operating needs and continued functioning of their businesses.  We have the ability and intent to indefinitely reinvest the undistributed earnings of consolidated subsidiaries based outside of the United States, except that excess cashflow from our foreign operations may be transferred to our operations in the United States if needed to fund operations in the United States, subject to the foreseeable cash needs of our foreign operations and borrowing capacity under our $450.0 million senior secured asset-based revolving credit facility entered into on May 17, 2022 (the "New ABL Facility") which refinanced and replaced in its entirety the mutual agreement of us and CCOH.  If any excess cash held by our foreign subsidiaries is needed to fund operations in the United States, we could presently repatriate available funds without a requirement to accrue or pay U.S. taxes.  This is a result of significant deficits, as calculated for tax law purposes, in our foreign earnings and profits, which gives us flexibility to make future cash distributions as non-taxable returns of capital. 
existing ABL Facility (the "Existing ABL Facility"). As of SeptemberJune 30, 2017, we2022, iHeartCommunications had no amounts outstanding under the ABL Facility, a borrowing basefacility size of $499.1$450.0 million under iHeartCommunications' receivables-based credit facility, had $365.0and $29.4 million of outstanding borrowings and had $49.1 million ofin outstanding letters of credit, resulting in $85.0$420.6 million of excessborrowing base availability. However,Together with our cash balance of $294.8 million as of June 30, 2022 and our borrowing capacity under the New ABL Facility, our total available liquidity1 was approximately $715 million.

We regularly evaluate economic conditions including the ongoing impact of COVID-19 on our business. For the six months ended June 30, 2022, our revenues increased compared to the six months ended June 30, 2021 due to recovery from the macroeconomic effects of COVID-19, among other factors discussed in the Results of Operations section of the MD&A. Although we cannot predict future economic conditions or the impact of any incremental borrowingspotential contraction of economic growth on our business, we believe that we have sufficient liquidity to continue to fund our operations for at least the next twelve months.

We are a party to many contractual obligations involving commitments to make payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on the Consolidated Balance Sheet as of June 30, 2022, while others are considered future commitments. Our contractual obligations primarily consist of long-term debt and related interest payments, commitments under iHeartCommunications' receivables-based credit facility are further limited by the terms contained in iHeartCommunications' material financing agreements.


Ournon-cancelable operating lease agreements, and employment and talent contracts. In addition to our contractual obligations, we expect that our primary anticipated uses of liquidity arein 2022 will be to fund our working capital, debt service,make interest and tax payments, fund capital expenditures, pursue certain strategic opportunities and other obligations.  At Septembermaintain operations.

Assuming the current level of borrowings and interest rates in effect at June 30, 2017,2022, we had debt maturities totaling $366.9 million, $308.5 million (net of $277.1 million due to certain subsidiaries of iHeartCommunications) and $8,368.9 million in 2017, 2018 and 2019, respectively.  A substantial amount of our cash requirements are for debt service obligations.  We anticipate havingthat we will have approximately $344.6$168 million of cash interest payment obligations during the three months ending December 31, 2017.  Our significant interest payment obligations reduce our financial flexibility, make us more vulnerable to changes in operating performance and economic downturns, reduce our liquidity and negatively affect iHeartCommunications' ability to obtain additional financing in the future.
During the second quarter of 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. This update provides U.S. GAAP guidance on management's responsibility in evaluating whether there is substantial doubt about a company's ability to continue as a going concern and about related footnote disclosures. We adopted this standard for the year ended December 31, 2016. Under this standard, we are required to evaluate whether there is substantial doubt about our ability to continue as a going concern each reporting period, including interim periods.
In evaluating our ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt about our ability to continue as a going concern for a period of 12 months following the date our financial statements were issued (November 8, 2017). Management considered our current financial condition and liquidity sources, including current funds available, forecasted future cash flows and our conditional and unconditional obligations due before November 8, 2018.
A substantial amount of our cash requirements are for debt service obligations. Although we have generated operating income in excess of $1.0 billion in each of the years ended December 31, 2016 and 2015, we incurred net losses and had negative cash flows from operations for each of these years as a result of significant cash interest payments arising from our substantial debt balance. For the nine months ended September 30, 2017, we used cash of $558.7 million for operating activities, which included cash paid for interest of $1,426.4 million. Our current forecast indicates we will continue to incur net losses and generate negative cash flows from operating activities as a result of our indebtedness and significant related interest expense. At September 30, 2017, the Company had debt maturities totaling $366.9 million, $308.5 million (net of $277.1 million due to certain of our subsidiaries) and $8,368.9 million in 2017, 2018 and 2019, respectively. In October 2017, we exchanged $45.0 million principal amount of 11.25% Priority Guarantee Notes due 2021 that were held by a subsidiary of iHeartCommunications for $45.0 million principal amount of 10.0% Senior Notes due 2018 that were held by unaffiliated third parties. After the exchanges, our debt maturities in the next 12 months include, (i) $365.0 million outstanding under iHeartCommunications' receivables-based credit facility, which matures on December 24, 2017, (ii) $51.5 million of 10% Senior Notes due January 15, 2018, (iii) $175.0 million of 6.875% Senior Notes due June 15, 2018 and (iv) $24.8 million of contractual AHYDO catch-up payments to be made on iHeartCommunications' 14% Senior Notes due 2021 on the interest payment due on August 1, 2018.Our forecast includes approximately $1.8 billion in cash interest payments in the next 12 months,remainder of which $344.6 million is payable in the fourth quarter of 20172022.

We believe that our cash balance, our cash flow from operations and $548.2 million is payable in the first quarter of 2018. In addition, in certain circumstances, a committee of the CCOH board of directors formed for the specific purpose of monitoring the Intercompany Note (the “CCOH Intercompany Note Committee”) has the non-exclusive authorityavailability under our New ABL Facility provide us with sufficient liquidity to demand payments under the Intercompany Note, as long as the CCOH board of directors declares a simultaneous dividend equal to the amount so demanded.  As of November 8, 2017, the CCOH Intercompany Note Committee has the right pursuant to the terms of the settlement of the derivative litigation filed by CCOH’s stockholders regarding the Intercompany Note but not the obligation, to make a demand on the Intercompany Note. If the CCOH Intercompany Note Committee exercises this right to demand a full repayment of the Intercompany Notefund our core operations, maintain key personnel and the CCOH board of directors declares a simultaneous dividend, based on the balance of the Intercompany Note outstanding at September 30, 2017, approximately $110.4 million would be payable to the public stockholders of CCOH. If we are unable to refinance the amounts outstanding under the receivables-based credit facility, the 10% Senior Notes due January 15, 2018 and/or the 6.875% Senior Notes due June 15, 2018 and take other steps to create additional liquidity, forecasted cash flows are not sufficient for us to meet our other material obligations including upcoming interest paymentsfor at least the next twelve months. We acknowledge the challenges posed by the COVID-19 pandemic and maturities on our outstanding debt, as they become dueany potential slow down in the ordinary course of business for a period of 12 months following November 8, 2017. As discussed below, we have plans to reduce our principaleconomic activity, rising inflation and interest obligationsrates, and to create additional liquidity.
We are in advanced negotiations with potential lenders to refinance the amounts outstanding under iHeartCommunications' receivables-based credit facility and currently expect to refinance the amounts outstanding under that facility prior to its maturity. In addition,other macroeconomic trends, however, we are taking actions to maximize cash available to meet our obligations as they become due in the ordinary course of business. In addition, as more fully described in Note 3 of our financial statements, we launched notes exchange offers and term loan offers in March 2017, which notes exchange offers and term loan offers remain open as of November 8, 2017. We have engaged in discussions with many of our lenders and noteholders regarding the terms of the global exchange offers and the term loan offers, which have been revised since launch and remain subject to substantial further revision, but no agreement has been reached with respect to those discussions and the discussions remain ongoing. These actions are intended to mitigate those


conditions which raise substantial doubt about our ability to continue as a going concern for a period of 12 months following November 8, 2017.
While we continue to work toward completing the notes exchange offers and the term loan offers or other similar transactions, refinancing the amounts outstanding under the receivables-based credit facility and taking other actions to create additional liquidity, there is no assurance that the notes exchange offers and the term loan offers or other similar transactions will be completed, that the amounts outstanding under the receivables-based credit facility will be refinanced or that we will be able to create additional liquidity. Our ability to meet our obligations as they become due in the ordinary course of business for the next 12 months will depend on our ability to achieve forecasted results, our ability to conserve cash, our ability to refinance the amounts outstanding under iHeartCommunications' receivables-based credit facility, our ability to successfully complete the notes exchange offers and the term loan offers or other similar transactions and achieve sufficient cash interest savings therefrom and our ability to complete other liquidity-generating transactions. Based on the uncertainty of achieving these actions and the significance of the forecasted future negative cash flows resulting from our substantial debt balance, including anticipated future cash interest payments (including interest due in the fourth quarter of 2017 and in 2018) and the maturities of the $365.0 million in current borrowings under iHeartCommunications' receivables-based credit facility that matures December 24, 2017, the $51.5 million aggregate principal amount of 10% Senior Notes due January 15, 2018, the $175.0 million aggregate principal amount of 6.875% Senior Notes due June 15, 2018 and the $24.8 million of contractual AHYDO catch-up payments to be made on iHeartCommunications' 14% Senior Notes due 2021 beginning with the interest payment due on August 1, 2018, management has determined that there is substantial doubt as to our ability to continue as a going concern for a period of 12 months following November 8, 2017.
If we are unable to complete any of the actions described in the paragraph above, or if there are material adverse developmentsconfident in our business, results of operations orour employees and our strategy. Further, we believe our available liquidity we may be forcedwill allow us to further reduce or delay our business activities andfund capital expenditures sell material assets, seekand other obligations and make interest payments on our long-term debt for at least the next twelve months. If these sources of liquidity need to be augmented, additional capital or file for bankruptcy court protection. We cannot assure you that wecash requirements would likely be able to accomplish any of these actions on a timely basis or on satisfactory terms, if at all.
In connection with the cash management arrangements for CCOH, iHeartCommunications maintains an intercompany revolving promissory note payable by iHeartCommunications to CCOH (the "Intercompany Note"), which matures on December 15, 2017. As of September 30, 2017, the balance of the Note was $1,051.3 million, all of which is payable on demand. While we intend to extend the maturity of the Intercompany Note prior to its maturity, the principal amount outstanding under the Intercompany Note is subject to demand by CCOH or the CCOH Intercompany Note Committee. See "--CCOH Dividends" below.
The covenants in iHeartCommunications' senior secured credit facilities include a requirement that we receive an opinion from our auditors in connection with our year-end audit that is not subject to a “going concern” or like qualification or exception. Even if we are able to successfully refinance the amounts outstanding under iHeartCommunications' receivables-based credit facility and manage our liquidity challengesfinanced through the endissuance of 2017, if we are unable to improve our liquidity forecast for 2018 and refinancedebt or extend a significant portion of our substantial 2019 debt maturities prior to the completion of the audit of our 2017 financial statements, we anticipate that our auditor’s year-end opinion will contain a “going concern” qualification, and, if we are unable to obtain a waiver or amendment of the covenant in the senior secured credit facilities that requires us to deliver an unqualified auditor’s opinion, it will trigger a default under the senior secured credit facilities. We cannot assure youequity securities; however, there can be no assurances that we will be able to obtain such a waiveradditional debt or amendment.
Except as set forth below under "Non-Payment of $57.1 Million of iHeartCommunications' Legacy Notes Held by an Affiliate," we were in compliance with the covenants contained in iHeartCommunications' materialequity financing agreements as of September 30, 2017, including the maximum consolidated senior secured net debt to consolidated EBITDA limitation contained in iHeartCommunications' senior secured credit facilities. However, our future results are subject to significant uncertainty and there can be no assurance that we will be able to maintain compliance with these covenants. Our ability to comply with these covenantson acceptable terms or at all in the future may be affected by events beyond our control, includingfuture.

We frequently evaluate strategic opportunities. During the uncertainties described above and prevailing economic, financial and industry conditions. The breachthree months ended June 30, 2022, we conducted open market repurchases of any covenants set forth in iHeartCommunications' financing agreements would result in a default thereunder. An event of default would permit the lenders under a defaulted financing agreement to declare all indebtedness thereunder to be immediately due and payable. Moreover, the lenders under the receivables-based credit facility under iHeartCommunications' senior secured credit facilities would have the option to terminate their commitments to make further extensions of credit thereunder. If we are unable to repay iHeartCommunications' obligations under any secured credit facility, the lenders could proceed against any assets that were pledged to secure such facility. In addition, a default or acceleration under any of iHeartCommunications' material financing agreements could cause a default under other of our obligations that are subject to cross-default and cross-acceleration provisions. The threshold amount for a cross-default under the senior secured credit facilities and the indentures governing our outstanding bonds is $100.0 million. The default resulting from non-payment of the $57.1 million


of 5.50% Senior Notes described below is below the $100.0 million cross-default threshold in iHeartCommunications' debt documents but will be included in any determination as to whether that threshold has been met so long as that default is continuing.
Recent Liquidity-Generating Transactions
On February 7, 2017, iHeartCommunications completed an exchange offer of $476.4 million principal amount of its 10.0% Senior Notes due 2018 for $476.4 million principal amount of newly-issued 11.25% Priority Guarantee Notes due 2021. Of the $476.4 million principal amount of 11.25% Priority Guarantee Notes due 2021 issued in the exchange offer, $241.4 million principal amount was issued to subsidiaries of iHeartCommunications that participated in the exchange offer.
On February 9, 2017, CCOH declared a special dividend of $282.5 million using a portion of the proceeds from the sales of certain non-strategic U.S. outdoor markets and of our Australia outdoor business. On February 23, 2017, we received 89.9% of that dividend, or approximately $254.0 million, with the remaining 10.1%, or approximately $28.5 million, paid to public stockholders of CCOH. This transaction improved our liquidity position in the short term. We cannot assure you that we will enter into or consummate any liquidity-generating transactions, or that such transactions will provide sufficient cash to satisfy our liquidity needs, and any such transactions, if consummated, could adversely affect us in other ways. Future liquidity-generating transactions could have the effect of further increasing our annual cash interest payment obligations, reducing our cash flow from operations or reducing cash available for capital expenditures and other business initiatives.
On July 10, 2017, a subsidiary of iHeartCommunications exchanged $15.6 million aggregate principal amount outstanding of 10.0% Senior Notes due 2018 that were held by an unaffiliated third party for $15.6$113.5 million aggregate principal amount of its 11.25% Priority GuaranteeiHeartCommunications, Inc.'s 8.375% Senior Unsecured Notes due 2021 that were held by a subsidiary of iHeartCommunications.
On July 31, 2017, iHeartCommunications borrowed an additional $60.0 million under its receivables-based credit facility.
On August 14, 2017, Clear Channel International B.V. ("CCIBV"), our indirect subsidiary, issued $150,000,000.02027 for $105.3 million in aggregate principal amountcash, reflecting a discounted purchase price from the face value of 8.75% Senior Notes due 2020 (the “New CCIBV Notes”). The New CCIBV Notes were issued as additional notes under the indenture governing CCIBV’s existing 8.75% Senior Notes due 2020 and were issued at a premium, which resulted in $156.0 million in proceeds.  The New CCIBV Notes mature on December 15, 2020 and bear interest at a rate of 8.75% per annum, payable semi-annually in arrears on June 15 and December 15 of each year.
In October 2017, a subsidiary of iHeartCommunications exchanged $45.0 million aggregate principal amount of 11.25% Priority Guarantee Notes due 2021 that were held by a subsidiary of iHeartCommunications for $45.0 million aggregate principal amount of 10.0% Senior Notes due 2018 that were held by unaffiliated third parties.
We have made and may in the future make repurchases and exchanges of indebtedness of iHeartCommunications. In addition, we frequently evaluate strategic opportunities both within and outside our existing lines of business.notes. We expect from time to time to pursue dispositionsother strategic opportunities such as acquisitions or acquisitions,disposals of certain businesses, which couldmay or may not be material.  iHeartCommunications'

1 Total available liquidity is defined as cash and its subsidiaries’ significant amount of indebtedness may limit our ability to pursue dispositions or acquisitions.  The terms of our existing or future debt agreements may also restrict our ability to engage in these transactions.
Non-Payment of $57.1 Million of iHeartCommunications Legacy Notes Held by an Affiliate
Our wholly-owned subsidiary, Clear Channel Holdings, Inc. ("CCH"), owns $57.1 million aggregate principal amount of our 5.50% Senior Notes due 2016 (the "5.50% Senior Notes"). On December 9, 2016, a special committee of our independent directors decided to not repay the $57.1 million principal amount of the 5.50% Senior Notes held by CCH when the notes matured on December 15, 2016 and on December 12, 2016, we informed CCH of that decision. CCH informed us on that date that, while it retains its right to exercise remediescash equivalents plus available borrowings under the indenture governing the 5.50% Senior Notes (the "legacy notes indenture") in the future, it does not currently intendNew ABL Facility. We use total available liquidity to evaluate our capacity to access cash to meet obligations and it does not currently intend to request that the trustee, seek to collect principal amounts due or exercise or request enforcement of any remedy with respect to the nonpayment of such principal amount under the legacy notes indenture. As a result, $57.1 million of the 5.50% Senior Notes remain outstanding. We repaid the other $192.9 million of 5.50% Senior Notes held by other holders, and we intend to continue to pay interest on the 5.50% Senior Notes held by CCH for so long as such notes continue to remain outstanding.fund operations.
For as long as we have at least $500 million of legacy notes outstanding, including the $57.1 million of 5.50% Senior Notes currently held by CCH, we will not have an obligation to grant certain additional security interests in favor of certain of our lenders and holders of our existing priority guarantee notes or the holders of our legacy notes under the "springing lien" described in the agreements governing that indebtedness, and the limitations existing with respect to the existing security interests will remain in place until up to 60 days following the date on which not more than $500 million aggregate principal amount of the legacy notes remain outstanding.
36




Notes Exchange Offers and Term Loan Offers
On March 15, 2017, iHeartCommunications commenced exchange offers (the “notes exchange offers”) to exchange certain series of its outstanding debt securities (the “Existing Notes”) for new securities of the Company, iHeartCommunications and CC Outdoor Holdings, Inc., a wholly-owned subsidiary of the Company, and concurrent consent solicitations with respect to the terms of the Existing Notes. On March 15, 2017, the Company also commenced offers (the “term loan offers”) to amend its outstanding Term Loan D and Term Loan E borrowings under its senior secured credit facilities and/or to issue new securities of the Company, CC Outdoor Holdings, Inc., Broader Media, LLC and/or iHeartCommunications to the lenders depending on the scenario in which the notes exchange offers and the term loan offers close. The notes exchange offers were amended on April 14, 2017. Both the notes exchange offers and the term loan offers were open as of November 8, 2017. The terms of the notes exchange offers and the term loan offers have been revised and are subject to substantial further revision, and the offers may never be consummated, on the terms currently proposed or otherwise.
Sources ofSummary Debt Capital Structure
As of SeptemberJune 30, 20172022 and December 31, 2016,2021, we had the following debt outstanding, net of cash and cash equivalents:
(In thousands)June 30, 2022December 31, 2021
Term Loan Facility due 2026$1,864,032 $1,864,032 
Incremental Term Loan Facility due 2026401,220 401,220 
Asset-based Revolving Credit Facility due 20231
— — 
Asset-based Revolving Credit Facility due 20271
— — 
6.375% Senior Secured Notes due 2026800,000 800,000 
5.25% Senior Secured Notes due 2027750,000 750,000 
4.75% Senior Secured Notes due 2028500,000 500,000 
Other Secured Subsidiary Debt4,577 5,350 
Total Secured Debt$4,319,829 $4,320,602 
8.375% Senior Unsecured Notes due 20272
1,336,450 1,450,000 
Other Subsidiary Debt69 90 
Original issue discount(12,027)(13,454)
Long-term debt fees(16,902)(18,370)
Total Debt$5,627,419 $5,738,868 
Less: Cash and cash equivalents294,831 352,129 
$5,332,588 $5,386,739 
(In millions)September 30, 2017 December 31, 2016
Senior Secured Credit Facilities:   
Term Loan D Facility Due 20195,000.0
 5,000.0
Term Loan E Facility Due 20191,300.0
 1,300.0
Receivables Based Credit Facility Due 2017 (1)
365.0
 330.0
9.0% Priority Guarantee Notes Due 20191,999.8
 1,999.8
9.0% Priority Guarantee Notes Due 20211,750.0
 1,750.0
11.25% Priority Guarantee Notes Due 2021(2)
825.5
 575.0
9.0% Priority Guarantee Notes Due 20221,000.0
 1,000.0
10.625% Priority Guarantee Notes Due 2023950.0
 950.0
Subsidiary Revolving Credit Facility due 2018(3)
—
 —
Other Secured Subsidiary Debt8.7
 21.0
Total Secured Debt13,199.0
 12,925.8
    
14.0% Senior Notes Due 20211,763.9
 1,729.2
Legacy Notes:   
5.5% Senior Notes Due 2016(4)
—
 —
6.875% Senior Notes Due 2018175.0
 175.0
7.25% Senior Notes Due 2027300.0
 300.0
10.0% Senior Notes Due 2018(2)
96.5
 347.0
Subsidiary Senior Notes:   
6.5% Series A Senior Notes Due 2022735.8
 735.8
6.5% Series B Senior Notes Due 20221,989.2
 1,989.2
Subsidiary Senior Subordinated Notes:   
7.625% Series A Senior Notes Due 2020275.0
 275.0
7.625% Series B Senior Notes Due 20201,925.0
 1,925.0
Subsidiary 8.75% Senior Notes due 2020(5)
375.0
 225.0
Other Subsidiary Debt25.6
 28.0
Purchase accounting adjustments and original issue discount(142.8) (167.0)
Long-term debt fees(102.3) (123.0)
Total Debt20,614.9
 20,365.0
Less: Cash and cash equivalents286.4
 845.0
 $20,328.5
 $19,520.0
(1)The receivables-based credit facility provides for borrowings of up to the lesser of $535.0 million (the revolving credit commitment) or the borrowing base amount, as defined under the receivables-based credit facility, subject to certain limitations contained in



1On May 17, 2022, we entered into a $450.0 million New ABL Facility, maturing in 2027, which refinanced and replaced in its entirety the Existing ABL Facility. For more information about the New ABL Facility, refer to Note 5, Long-Term Debt.
iHeartCommunications' material financing agreements.
2During the three months ended June 30, 2022, we repurchased $113.5 million aggregate principal amount of iHeartCommunications, Inc.’s 8.375% Senior Unsecured Notes due 2027 for $105.3 million in cash, excluding accrued interest, via open market transactions. The repurchased notes were subsequently cancelled and retired, resulting in a gain on extinguishment of debt of $8.2 million.

Our New ABL Facility contains a springing fixed charge coverage ratio that is effective if certain triggering events related to borrowing capacity under the New ABL Facility occur. As of SeptemberJune 30, 2017,2022, no triggering event had occurred and, as a result, we had $85.0 millionwere not required to comply with any fixed charge coverage ratio as of availability underor for the receivables-based credit facility.periods ended June 30, 2022. Other than our New ABL Facility, none of our long-term debt includes maintenance covenants that could trigger early repayment. As of June 30, 2022, we were in compliance with all covenants related to our debt agreements in all material respects. For additional information regarding our debt, refer to Note 5, Long-Term Debt.
(2)On February 7, 2017, iHeartCommunications completed an exchange offer of $476.4 million principal amount of its 10.0% Senior Notes due 2018 for $476.4 million principal amount of newly-issued 11.25% Priority Guarantee Notes due 2021, which were issued as "additional notes" under the indenture governing the 11.25% Priority Guarantee Notes due 2021. Of the $476.4 million principal amount of 11.25% Priority Guarantee Notes due 2021 issued in the exchange offer, $241.4 million principal amount was issued to subsidiaries of iHeartCommunications that participated in the exchange offer. On July 10, 2017, iHeartCommunications exchanged $15.6 million principal amount of its 10.0% Senior Notes due 2018 that were held by an unaffiliated third party for $15.6 million principal amount of its 11.25% Priority Guarantee Notes due 2021 that were held by a subsidiary of iHeartCommunications. In October 2017, iHeartCommunications exchanged $45.0 million principal amount of its 10.0% Senior Notes due 2018 that were held by unaffiliated third parties for $45.0 million principal amount of its 11.25% Priority Guarantee Notes due 2021 that were held by a subsidiary of iHeartCommunications.
(3)The subsidiary revolving credit facility provides for borrowings of up to $75.0 million (the revolving credit commitment).
(4)In December 2016, iHeartCommunications repaid at maturity $192.9 million of 5.5% Senior Notes due 2016 and did not pay $57.1 million of the notes held by a subsidiary of the Company. The $57.1 million of aggregate principal amount remains outstanding and is eliminated for purposes of consolidation of the Company's financial statements.
(5)On August 14, 2017, CCIBV, our indirect subsidiary, issued $150,000,000.0 million in aggregate principal amount of 8.75% Senior Notes due 2020 (the “New CCIBV Notes”). The New CCIBV Notes were issued as additional notes under the indenture governing CCIBV’s existing 8.75% Senior Notes due 2020.
Our subsidiaries have from time to time repurchased certain debt obligations of iHeartCommunications, and our equity securities and equity securities outstanding of CCOH, and may in the future, as part of various financing and investment strategies, purchase additional outstanding indebtedness of iHeartCommunications or its subsidiaries or our outstanding equity securities, and equity securities outstanding of CCOH, in tender offers, open market purchases, privately negotiated transactions or otherwise. We or our subsidiaries may also sell certain assets, securities, or properties. These purchases or sales, if any, could have a material positive or negative impact on our liquidity available to repay outstanding debt obligations or on our consolidated results of operations. These transactions could also require or result in amendments to the agreements governing outstanding debt obligations or changes in our leverage or other financial ratios, which could have a material positive or negative impact on our ability to comply with the covenants contained in iHeartCommunications'iHeartCommunications’ debt agreements. These transactions, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Senior Secured Credit Facilities
The senior secured credit facilities require iHeartCommunications to comply on a quarterly basis with a financial covenant limiting the ratio of consolidated secured debt, net of cash and cash equivalents, to consolidated EBITDA (as defined by iHeartCommunications' senior secured credit facilities) for the preceding four quarters. iHeartCommunications' secured debt consists of the senior secured credit facilities, the receivables-based credit facility, the priority guarantee notes and certain other secured subsidiary debt.  As required by the definition of consolidated EBITDA in iHeartCommunications' senior secured credit facilities, iHeartCommunications' consolidated EBITDA for the preceding four quarters of $1.7 billion is calculated as operating income (loss) before depreciation, amortization, impairment charges and other operating income (expense), net plus share-based compensation and is further adjusted for the following items: (i) costs incurred in connection with the closure and/or consolidation of facilities, retention charges, consulting fees and other permitted activities; (ii) extraordinary, non-recurring or unusual gains or losses or expenses and severance; (iii) non-cash charges; (iv) cash received from nonconsolidated affiliates; and (v) various other items.


The following table reflects a reconciliation of consolidated EBITDA (as defined by iHeartCommunications' senior secured credit facilities) to operating income and net cash provided by operating activities for the four quarters ended September 30, 2017:
37

 Four Quarters Ended
(In Millions)September 30, 2017
Consolidated EBITDA (as defined by iHeartCommunications' senior secured credit facilities)$1,661.9
Less adjustments to consolidated EBITDA (as defined by iHeartCommunications' senior secured credit facilities): 
Costs incurred in connection with the closure and/or consolidation of facilities, retention charges, consulting fees and other permitted activities(44.9)
Extraordinary, non-recurring or unusual gains or losses or expenses and severance (as referenced in the definition of consolidated EBITDA in iHeartCommunications' senior secured credit facilities)(38.3)
Non-cash charges(1.9)
Other items68.9
Less: Depreciation and amortization, Impairment charges, Other operating income (expense), net and Share-based compensation expense(460.8)
Operating income1,184.9
Plus: Depreciation and amortization, Impairment charges, Gain (loss) on disposal of operating and fixed assets, and Share-based compensation expense454.2
Less: Interest expense(1,848.9)
Less: Current income tax expense(29.0)
Plus: Other income (expense), net(37.3)
Adjustments to reconcile consolidated net loss to net cash provided by operating activities (including Provision for doubtful accounts, Amortization of deferred financing charges and note discounts, net and Other reconciling items, net)43.3
Change in assets and liabilities, net of assets acquired and liabilities assumed(67.3)
Net cash used for operating activities$(300.1)
Supplemental Financial Information under Debt Agreements
The maximum ratio permitted under this financial covenant was 8.75:1 for
Pursuant to iHeartCommunications' material debt agreements, Capital I, the four quarters ended September 30, 2017.  As of September 30, 2017, our ratio was 7.8:1.
In addition, the senior secured credit facilities include negative covenants that, subject to significant exceptions, limit iHeartCommunications' abilityparent guarantor and the ability of its restricted subsidiaries to, among other things:
•incur additional indebtedness;
•create liens on assets;
•engage in mergers, consolidations, liquidations and dissolutions;
•sell assets;
•pay dividends and distributions or repurchase iHeartCommunications' capital stock;
•make investments, loans, or advances;
•prepay certain junior indebtedness;
•engage in certain transactions with affiliates;
•amend material agreements governing certain junior indebtedness; and
•change lines of business.


The senior secured credit facilities include certain customary representations and warranties, affirmative covenants and events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy, certain events under ERISA, material judgments, the invalidity of material provisions of the senior secured credit facilities documentation, the failure of collateral under the security documents for the senior secured credit facilities, the failure of the senior secured credit facilities to be senior debt under the subordination provisions of certain of iHeartCommunications' subordinated debt and a change of control. If an event of default occurs, the lenders under the senior secured credit facilities will be entitled to take various actions, including the acceleration of all amounts due under the senior secured credit facilities and all actions permitted to be taken by a secured creditor.
Disposals
In January 2017, we sold our Indianapolis, Indiana outdoor market in exchange for certain assets in Atlanta, Georgia, plus approximately $43.1 million in cash, net of closing costs. A net gain of $28.9 million was recognized related to the sale.
During the third quarter of 2017, Americas outdoor sold its ownership interest in a joint venture in Canada. As a result, the Company recognized a net loss on sale of $12.1 million, including a $6.3 million cumulative translation adjustment, which is included within Other operating income (expense), net.
Uses of Capital
Debt Repayments, Maturities and Other
On February 7, 2017, iHeartCommunications completed an exchange offer of $476.4 million principal amount of iHeartCommunications' 10.0% Senior Notes due 2018 for $476.4 million principal amount of newly-issued 11.25% Priority Guarantee Notes due 2021, which were issued as “additional notes” under the indenture governing the 11.25% Priority Guarantee Notes due 2021. Of the $476.4 million principal amount of 11.25% Priority Guarantee Notes due 2021 issued in the exchange offer, $241.4 million principal amount was issued to subsidiaries of iHeartCommunications that participated in the exchange offer.
On January 31, 2017, iHeartCommunications repaid $25.0 million of the amount borrowed under its receivables-based credit facility and on July 31, 2017, we borrowed an additional $60.0 million under our receivables-based credit facility, resulting in total outstanding borrowings under this facility of $365.0 million as of September 30, 2017.
On July 10, 2017, a subsidiary of iHeartCommunications exchanged $15.6 million principal amountiHeartMedia, is permitted to satisfy its reporting obligations under such agreements by furnishing iHeartMedia’s consolidated financial information and an explanation of iHeartCommunications' 11.25% Priority Guarantee Notes due 2021 that were held bythe material differences between iHeartMedia’s consolidated financial information, on the one hand, and the financial information of Capital I and its consolidated restricted subsidiaries, on the other hand. Because neither iHeartMedia nor iHeartMedia Capital II, LLC, a wholly-owned direct subsidiary of iHeartCommunications for $15.6 million principal amountiHeartMedia and the parent of iHeartCommunications' 10.0% Senior Notes due 2018 that were held by an unaffiliated third party.
In October 2017, iHeartCommunications exchanged $45.0 million principal amount of 11.25% Priority Guarantee Notes due 2021 that were held by a subsidiary of iHeartCommunications for $45.0 million principal amount of iHeartCommunications' 10.0% Senior Notes due 2018 that were held by unaffiliated third parties.
Certain Relationships with the Sponsors
WeCapital I, have any operations or material assets or liabilities, there are party to a management agreement with certain affiliates of the Sponsors and certain other parties pursuant to which such affiliates of the Sponsors will provide management andno material differences between iHeartMedia’s consolidated financial advisory services until 2018.  These arrangements require management fees to be paid to such affiliates of the Sponsors for such services at a rate not greater than $15.0 million per year, plus reimbursable expenses.  For the three and nine months ended September 30, 2017, the Company recognized management fees and reimbursable expenses of $3.8 million and $11.4 million, respectively, and $3.9 million and $11.5 millioninformation for the three and ninesix months ended SeptemberJune 30, 2016, respectively.
CCOH Dividends
In connection with the cash management arrangements for CCOH, iHeartCommunications maintains an intercompany revolving promissory note payable by iHeartCommunications to CCOH (the “Intercompany Note”), which consists of the net activities resulting from day-to-day cash management services provided by iHeartCommunications to CCOH.  As of September 30, 2017, the balance of the Note was $1,051.3 million, all of which is payable on demand.  The Intercompany Note is eliminated in consolidation in our2022, and Capital I’s and its consolidated restricted subsidiaries’ financial statements.
The Intercompany Note previously was the subject of litigation. Pursuant to the terms of the settlement of that litigation, CCOH’s board of directors established an intercompany note committeeinformation for the specific purpose of monitoring the Intercompany Note. The CCOH Intercompany Note Committee has the non-exclusive authority, pursuant to the terms of its charter, to demand payments under the Intercompany Note under certain specified circumstances tied to the Company’s liquidity or the amount


outstanding under the Intercompany Note as long as CCOH makes a simultaneous dividend equal to the amount so demanded. If the specified circumstances tied to the Company’s liquidity occur, the CCOH Intercompany Note Committee is authorized to demand repayment of up to the full principal amount of the Intercompany Note, if it declares a simultaneous dividend to CCOH’s stockholders in the same amount. As of November 8, 2017, the CCOH Intercompany Note Committee has the right pursuant to the terms of the settlement of the derivative litigation filed by CCOH’s stockholders regarding the Intercompany Note but not the obligation, to make a demand on the Intercompany Note. Based on the $1,051.3 million balance of the Intercompany Note and the ownership of CCOHperiod. Further, as of SeptemberJune 30, 2017, if the CCOH Intercompany Note Committee2022, we were in compliance with all covenants related to demand repayment of the Intercompany Noteour debt agreements in full, we would be required to use cash to fund approximately $110.4 million, or 10.5% of the dividend, to be paid to the public stockholders of CCOH. We cannot assure you that we will have sufficient cash available to make such a payment if the liquidity trigger occurs.
During the fourth quarter of 2016, CCOH sold its outdoor business in Australia for cash proceeds of $195.7 million, net of cash retained by the purchaser and closing costs.  As discussed above under "Recent Liquidity-Generating Transactions," on February 9, 2017, CCOH declared a special dividend of $282.5 million using a portion of the cash proceeds from the sales of certain non-strategic U.S. outdoor markets and of our Australia outdoor business. On February 23, 2017, we received 89.9% of the dividend, or approximately $254.0 million, with the remaining 10.1%, or approximately $28.5 million, paid to public stockholders of CCOH.
On September 14, 2017, (i) CCOH provided notice of its intent to make a demand (the “First Demand”) for repayment on October 5, 2017 of $25.0 million outstanding under the Intercompany Note, and (ii) the board of directors of CCOH declared a special cash dividend, which was paid on October 5, 2017 to CCOH’s Class A and Class B stockholders of record at the closing of business on October 2, 2017, in an aggregate amount equal to $25.0 million, funded with the proceeds of the First Demand. iHeartCommunications received approximately 89.5%, or approximately $22.4 million, of the proceeds of the dividend through its wholly-owned subsidiaries. The remaining approximately 10.5% of the proceeds of the dividend, or approximately $2.6 million, was paid to the public stockholders of CCOH.

On October 11, 2017, (i) CCOH provided notice of its intent to make a demand (the “Second Demand”) for repayment on October 31, 2017 of $25.0 million outstanding under the Intercompany Note, and (ii) the board of directors of CCOH declared a special cash dividend, which was paid on October 31, 2017 to CCOH’s Class A and Class B stockholders of record at the closing of business on October 26, 2017, in an aggregate amount equal to $25.0 million, funded with the proceeds of the Second Demand. iHeartCommunications received approximately 89.5%, or approximately $22.4 million, of the proceeds of the dividend through its wholly-owned subsidiaries. The remaining approximately 10.5% of the proceeds of the dividend, or approximately $2.6 million, was paid to the public stockholders of CCOH.

all material respects.
Commitments, Contingencies and Guarantees
We are currently involved in certain legal proceedings arising in the ordinary course of business and, as required, have accrued our estimate of the probable costs for 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 our assumptions or the effectiveness of our strategies related to these proceedings.  Please refer to “Legal Proceedings” in Part II, Item 1 of this Quarterly Report on Form 10-Q.
We have future cash obligations under various types of contracts. We lease office space, certain broadcast facilities and equipment. Some of our lease agreements contain renewal options and annual rental escalation clauses (generally tied to the consumer price index), as well as provisions for our payment of utilities and maintenance. We also have non-cancellable contracts in our radio broadcasting operations related to program rights and music license fees. In the normal course of business, our broadcasting operations have minimum future payments associated with employee and talent contracts. These contracts typically contain cancellation provisions that allow us to cancel the contract with good cause.
SEASONALITY
Typically, the iHM, Americas outdoor and International outdoor segmentsour businesses experience their lowest financial performance in the first quarter of the calendar year, with International outdoor historically experiencing a loss from operations in that period. Our International outdoor segment typically experiences its strongest performance in the second and fourth quarters of the calendar year. We expect this trend to continue in the future. In addition, the majority of interest payments made in relation to long-term debt are paid in the first and third quarters of each calendar year. Due to this seasonality and certain other factors, the results for the interim periods may not be indicative of results for the full year. In addition, we are impacted by political cycles and generally experience higher revenues in congressional election years, and particularly in presidential election years. This may affect the comparability of results between years.
MARKET RISK
We are exposed to market risks arising from changes in market rates and prices, including movements in interest rates foreign currency exchange rates and inflation.
Interest Rate Risk


A significant amount of our long-term debt bears interest at variable rates. Additionally, certain assumptions used within management's estimates are impacted by changes in interest rates. Accordingly, our earnings will be affected by changes in interest rates. As of SeptemberJune 30, 2017,2022, approximately 32%40% of our aggregate principal amount of long-term debt bearsbore interest at floating rates. Assuming the current level of borrowings and assuming a 50% change in LIBOR, it is estimated that our interest expense for the ninesix months ended SeptemberJune 30, 20172022 would have changed by $26.2$2.5 million.
In the event of an adverse change in interest rates, management may take actions to mitigate our exposure. However, due to the uncertainty of the actions that would be taken and their possible effects, the preceding interest rate sensitivity analysis assumes no such actions. Further, the analysis does not consider the effects of the change in the level of overall economic activity that could exist in such an environment.
Foreign Currency Exchange Rate Risk
We have operations in countries throughout the world.  Foreign operations are measured in their local currencies.  As a result, our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which we have operations.  We believe we mitigate a small portion of our exposure to foreign currency fluctuations with a natural hedge through borrowings in currencies other than the U.S. dollar. Our foreign operations reported net losses of $15.2 million and $15.4 million for three and nine months ended September 30, 2017, respectively.  We estimate a 10% increase in the value of the U.S. dollar relative to foreign currencies would have decreased our net losses for the three and nine months ended September 30, 2017 by $1.5 million, respectively.  A 10% decrease in the value of the U.S. dollar relative to foreign currencies during the three and nine months ended September 30, 2017 would have increased our net losses for the three and nine months ended September 30, 2017 by corresponding amounts.
This analysis does not consider the implications that such currency fluctuations could have on the overall economic activity that could exist in such an environment in the U.S. or the foreign countries or on the results of operations of these foreign entities.
Inflation
Inflation is a factor in the economies in which we doour business and we continue to seek ways to mitigate its effect. Inflation has affected our performance in terms of higher costs for wages, salariesemployee compensation, equipment and equipment.third party services. We believe the effects of inflation, if any, on our historical results of operations and financial condition have been immaterial. Although we are unable to determine the exact impact of inflation, is indeterminable, we believe the impact will continue to be immaterial considering the actions we have offsetmay take in response to these higher costs by increasing the effective advertising ratesthat may arise as a result of most of our broadcasting stations and outdoor display faces in our iHM, Americas outdoor and International outdoor operations.inflation.
38

CRITICAL ACCOUNTING ESTIMATESCritical Accounting Estimates
The preparation of our financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. On an ongoing basis, we evaluate our estimates that are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of expenses that are not readily apparent from other sources. Because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such difference could be material. OurThere have been no significant changes to our critical accounting policies are discussedand estimates disclosed in the notes to“Critical Accounting Estimates” of Item 7, Management’s Discussion and Analysis of our consolidated financial statements included in Note 1 of this QuarterlyAnnual Report on Form 10-Q. Management believes that the following accounting estimates are the most critical to aid in fully understanding and evaluating our reported financial results, and they require management’s most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain. The following narrative describes these critical accounting estimates, the judgments and assumptions and the effect if actual results differ from these assumptions.

The Company performs its annual impairment test on goodwill and indefinite-lived intangible assets as of July 1 of each year.
Indefinite-lived Intangible Assets
In connection with the Merger Agreement pursuant to which we acquired iHeartCommunications in 2008, we allocated the purchase price to all of our assets and liabilities at estimated fair values, including our FCC licenses and our billboard permits. Indefinite-lived intangible assets, such as our FCC licenses and our billboard permits, are reviewed annually for possible impairment using the direct valuation method as prescribed in ASC 805-20-S99. Under the direct valuation method, the estimated fair value of the indefinite-lived intangible assets was calculated at the market level as prescribed by ASC 350-30-35. Under the direct valuation method, it is assumed that rather than acquiring indefinite-lived intangible assets as a part of a going concern business, the buyer hypothetically obtains 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 flows model, which results in value that is directly attributable to the indefinite-lived intangible assets.

Our key assumptions using the direct valuation method are market revenue growth rates, market share, profit margin, duration and profile of the build-up period, estimated start-up capital costs and losses incurred during the build-up period, the risk-adjusted discount rate and terminal values. This data is populated using industry normalized information representing an average asset within a market.

On July 1, 2017, we performed our annual impairment test in accordance with ASC 350-30-35 and recognized impairment charges of $6.0 million related to FCC Licenses and no impairment related to outdoor billboard permits.

In determining the fair value of our FCC licenses, the following key assumptions were used:

Revenue growth sales forecasts published by BIA Financial Network, Inc. (“BIA”), varying by market, were used10-K for the initial four-year period;year ended December 31, 2021.
2.0% revenue growth was assumed beyond the initial four-year period;
Revenue was grown proportionally over a build-up period, reaching market revenue forecast by year 3;
Operating margins of 12.5% in the first year gradually climb to the industry average margin in year 3 of up to 25.0%, depending on market size; and
Assumed discount rates of 8.0% for the 13 largest markets and 8.5% for all other markets.

In determining the fair value of our billboard permits, the following key assumptions were used:

Industry revenue growth forecasts between 0.5% and 3.5% were used for the initial four-year period;
3.0% revenue growth was assumed beyond the initial four-year period;
Revenue was grown over a build-up period, reaching maturity by year 2;
Operating margins gradually climb to the industry average margin of up to 55.9%, depending on market size, by year 3; and
Assumed discount rate of 7.5%.

While we believe we have made reasonable estimates and utilized appropriate assumptions to calculate the fair value of our indefinite-lived intangible assets, it is possible a material change could occur. If future results are not consistent with our assumptions and estimates, we may be exposed to impairment charges in the future. The following table shows the change in the fair value of our indefinite-lived intangible assets that would result from a 100 basis point decline in our discrete and terminal period revenue growth rate and profit margin assumptions and a 100 basis point increase in our discount rate assumption:
(In thousands) Revenue Profit Discount
Description Growth Rate Margin Rates
FCC license $485,735
 $183,700
 $549,775
Billboard permits $1,107,600
 $161,800
 $1,118,300
The estimated fair value of our FCC licenses and billboard permits at July 1, 2017 was $7.0 billion ($3.2 billion for FCC licenses and $3.7 billion for billboard permits), while the carrying value was $3.4 billion. The estimated fair value of our FCC licenses and billboard permits at July 1, 2016 was $7.1 billion ($3.1 billion for FCC licenses and $4.0 billion for billboard permits), while the carrying value was $3.4 billion.

Goodwill
Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. We test goodwill at interim dates if events or changes in circumstances indicate that goodwill might be impaired. The fair value of our reporting units is used to apply value to the net assets of each reporting unit. To the extent that the carrying amount of net assets would exceed the fair value, an impairment charge may be required to be recorded.

The discounted cash flow approach we use for valuing goodwill as part of the two-step impairment testing approach involves estimating future cash flows expected to be generated from the related assets, discounted to their present value using a risk-adjusted discount rate. Terminal values are also estimated and discounted to their present value.



On July 1, 2017, we performed our annual impairment test in accordance with ASC 350-30-35, resulting in a goodwill impairment charge of $1.6 million related to one of our International outdoor markets. In determining the fair value of our reporting units, we used the following assumptions:

Expected cash flows underlying our business plans for the periods 2017 through 2021. Our cash flow assumptions are based on detailed, multi-year forecasts performed by each of our operating segments, and reflect the advertising outlook across our businesses.
Cash flows beyond 2021 are projected to grow at a perpetual growth rate, which we estimated at 2.0% for our iHM segment, 3.0% for our Americas outdoor and International outdoor segments, and 2.0% for our Other segment (beyond 2024).
In order to risk adjust the cash flow projections in determining fair value, we utilized a discount rate of approximately 8.0% to 11.5% for each of our reporting units.

Based on our annual assessment using the assumptions described above, a hypothetical 10% reduction in the estimated fair value in each of our reporting units would not result in a material impairment condition.

While we believe we have made reasonable estimates and utilized appropriate assumptions to calculate the estimated fair value of our reporting units, it is possible a material change could occur. If future results are not consistent with our assumptions and estimates, we may be exposed to impairment charges in the future. The following table shows the decline in the fair value of each of our reportable segments that would result from a 100 basis point decline in our discrete and terminal period revenue growth rate and profit margin assumptions and a 100 basis point increase in our discount rate assumption:
(In thousands) Revenue Profit Discount
Description Growth Rate Margin Rates
iHM $1,180,000
 $310,000
 $1,150,000
Americas Outdoor $820,000
 $170,000
 $780,000
International Outdoor $260,000
 $210,000
 $220,000

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by us or on our behalf. Except for the historical information, thisThis report contains various forward-looking statements which represent our expectations or beliefs concerning future events, including, without limitation, our future operating and financial performance, the anticipated impacts of and recovery from the COVID-19 pandemic on our liquidity,business, financial position and results of operations, economic trends including inflation and potential recessionary indicators, our ability to comply with the covenants in the agreements governingexpected costs, savings and timing of our indebtednessmodernization initiatives and the availability ofother capital and the terms thereof.operating expense reduction initiatives, debt repurchases, our business plans, strategies and initiatives, benefits of acquisitions, our expectations about certain markets and businesses, expected cash interest payments and our anticipated financial performance and liquidity. Statements expressing expectations and projections with respect to future matters are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We caution that these forward-looking statements involve a number of risks and uncertainties and are subject to many variables which could impact our future performance. These statements are made on the basis of management’s views and assumptions, as of the time the statements are made, regarding future events and performance. There can be no assurance, however, that management’s expectations will necessarily come to pass. Actual future events and performance may differ materially from the expectations reflected in our forward-looking statements. We do not intend, nor do we undertake any duty, to update any forward-looking statements.
A wide range of factors could materially affect future developments and performance, including but not limited to:
our ability to continue as a going concern;
the impact of our substantial indebtedness, including the effect of our leverage on our financial position and earnings;
our ability to generate sufficient cash from operations and liquidity-generating transactions and our need to allocate significant amounts of our cash to make payments on our indebtedness, which in turn could reduce our financial flexibility and ability to fund other activities;
•risks associated with weak or uncertain global economic conditions and their impact on the capital markets;
other general economic and political conditions in the United States and in other countries in which we currently do business, including those resulting from recessions, political events and acts or threats of terrorism or military conflicts;
industry conditions, including competition;
the level of expenditures for advertising;
•the impact of the COVID-19 pandemic on advertising;our business, financial position and results of operations;
legislative•intense competition including increased competition from alternative media platforms and technologies;
•dependence upon the performance of on-air talent, program hosts and management as well as maintaining or regulatory requirements;enhancing our master brand;
•fluctuations in operating costs;
•technological changes and innovations;


changes in labor conditions, including programming, program hosts and management;
capital expenditure requirements;
risks of doing business in foreign countries;
fluctuations in exchange rates and currency values;
the outcome of pending and future litigation;
taxes and tax disputes;
changes in interest rates;
•shifts in population and other demographics;
access•the impact of our substantial indebtedness;
•the impact of acquisitions, dispositions and other strategic transactions;
•legislative or regulatory requirements;
•the impact of legislation or ongoing litigation on music licensing and royalties;
•regulations and consumer concerns regarding privacy and data protection, and breaches of information security measures;
•risks related to capital markets and borrowed indebtedness;our Class A common stock, including our significant number of outstanding warrants;
our ability to implement•regulations impacting our business strategies;and the ownership of our securities; and
the risk that we may not be able to integrate the operations of acquired businesses successfully;
the risk that our strategic revenue and efficiency initiatives may not be entirely successful or that any cost savings achieved from such strategic revenue and efficiency initiatives may not persist; and
•certain other factors set forth in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, as updated by other filings with the SEC.Securities and Exchange Commission (“SEC”).

This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative and is not intended to be exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Required information is presented under “Market Risk” within Item 2 of this Part I.

ITEM 4. CONTROLS AND PROCEDURES
AsDisclosure Controls and Procedures
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect that there are resource constraints and that management is required by Rule 13a-15(b)to apply judgment in evaluating the benefits of the Securities Exchange Actpossible controls and procedures relative to their costs.
Evaluation of 1934, as amended (the “Exchange Act”), under the supervisionDisclosure Controls and Procedures
Our management, with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, we have carried outconducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in RuleRules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.  Our disclosure controls and procedures are designed to provide reasonable assurance that information we are required to disclose in reports that are filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified by the SEC.. Based on thatthis evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2017 at the reasonable assurance level.level as of June 30, 2022. 
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended SeptemberJune 30, 20172022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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PART II-- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS
We currently 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 our assumptions or the effectiveness of our 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 our financial condition or results of operations.
Although weWe are involved in a variety of legal proceedings in the ordinary course of business and a large portion of our litigation arises in the following contexts: commercialcommercial/contract disputes; defamation matters; employment and benefits related claims; governmental fines; intellectual property claims; real estate matters; governmental investigations; and tax disputes.
Stockholder Litigation
On May 9, 2016, a stockholder of Clear Channel Outdoor Holdings, Inc. ("CCOH") filed a derivative lawsuit in the Court of Chancery of the State of Delaware, captioned GAMCO Asset Management Inc. v. iHeartMedia Inc. et al., C.A. No. 12312-VCS. The complaint names as defendants the Company, iHeartCommunications, Inc. ("iHeartCommunications"), an indirect subsidiary of the Company, Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. (together, the "Sponsor Defendants"), the Company's private equity sponsors and majority owners, and the members of CCOH's board of directors. CCOH also is named as a nominal defendant. The complaint alleges that CCOH has been harmed by the intercompany agreements with iHeartCommunications, CCOH’s lack of autonomy over its own cash and the actions of the defendants in serving the interests of the Company, iHeartCommunications and the Sponsor Defendants to the detriment of CCOH and its minority stockholders. Specifically, the complaint alleges that the defendants have breached their fiduciary duties by causing CCOH to: (i) continue to loan cash to iHeartCommunications under the intercompany note at below-market rates; (ii) abandon its growth and acquisition strategies in favor of transactions that would provide cash to the Company and iHeartCommunications; (iii) issue new debt in the CCIBV note offering (the "CCIBV Note Offering") to provide cash to the Company and iHeartCommunications through a dividend; and (iv) effect the sales of certain outdoor markets in the U.S. (the "Outdoor Asset Sales") allegedly to provide cash to the Company and iHeartCommunications through a dividend. The complaint also alleges that the Company, iHeartCommunications and the Sponsor Defendants aided and abetted the directors' breaches of their fiduciary duties. The complaint further alleges that the Company, iHeartCommunications and the Sponsor Defendants were unjustly enriched as a result of these transactions and that these transactions constituted a waste of corporate assets for which the defendants are liable to CCOH. The plaintiff is seeking, among other things, a ruling that the defendants breached their fiduciary duties to CCOH and that the Company, iHeartCommunications and the Sponsor Defendants aided and abetted the CCOH board of directors' breaches of fiduciary duty, rescission of payments made by CCOH to iHeartCommunications and its affiliates pursuant to dividends declared in connection with the CCIBV Note Offering and Outdoor Asset Sales, and an order requiring the Company, iHeartCommunications and the Sponsor Defendants to disgorge all profits they have received as a result of the alleged fiduciary misconduct.
On July 20, 2016, the defendants filed a motion to dismiss plaintiff's verified stockholder derivative complaint for failure to state a claim upon which relief can be granted. On November 23, 2016, the Court granted defendants’ motion to dismiss all claims brought by the plaintiff.  On December 19, 2016, the plaintiff filed a notice of appeal of the ruling. The oral hearing on the appeal was held on October 11, 2017. On October 12, 2017, the Supreme Court of Delaware affirmed the lower court's ruling, dismissing the case.
International Outdoor Investigation
On April 21, 2015, inspections were conducted at the premises of Clear Channel in Denmark and Sweden as part of an investigation by Danish competition authorities.  Additionally, on the same day, Clear Channel UK received a communication from the UK competition authorities, also in connection with the investigation by Danish competition authorities. Clear Channel and its affiliates are cooperating with the national competition authorities.

ITEM 1A.  RISK FACTORS
For information regardingThere have been no material changes in our risk factors please refer to Item 1Afrom those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016 (the "Annual Report") and our Quarterly Reports on Form 10-Q. There have not been any material changes2021.


in the risk factors disclosed in our Annual Report and Quarterly Reports, except that we are updating the risk factor entitled "To service our debt obligations and to fund our operations and our capital expenditures, we require a significant amount of cash to meet our needs, which depends on many factors beyond our control" as set forth below:
To service our debt obligations and to fund our operations and our capital expenditures, we require a significant amount of cash to meet our needs, which depends on many factors beyond our control, and management has determined that there is substantial doubt as to our ability to continue as a going concern for a period within 12 months following November 8, 2017 based on the uncertainty about these factors
To service our debt obligations and to fund our operations and our capital expenditures, we require a significant amount of cash.  Our primary sources of liquidity are cash on hand, cash flow from operations, borrowing capacity under iHeartCommunications' domestic receivables-based credit facility, subject to the limitations contained in iHeartCommunications' material financing agreements, and cash from liquidity-generating transactions.  As of September 30, 2017, we had $286.4 million of cash and cash equivalents on our balance sheet, including $222.4 million of cash and cash equivalents held by our subsidiary, CCOH.  As of September 30, 2017, we had a borrowing base of $499.1 million under iHeartCommunications' receivables-based credit facility, had $365.0 million of outstanding borrowings and $49.1 million of outstanding letters of credit, resulting in $85.0 million of excess availability.  However, any incremental borrowings under iHeartCommunications' receivables-based credit facility may be further limited by the terms contained in iHeartCommunications' material financing agreements.
During the second quarter of 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. This update provides U.S. GAAP guidance on management's responsibility in evaluating whether there is substantial doubt about a company's ability to continue as a going concern and about related footnote disclosures.  We adopted this standard for the year ended December 31, 2016. Under this standard, we are required to evaluate whether there is substantial doubt about our ability to continue as a going concern each reporting period, including interim periods. In evaluating our ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt about our ability to continue as a going concern for a period of 12 months following the date our financial statements were issued (November 8, 2017). Management considered our current financial condition and liquidity sources, including current funds available, forecasted future cash flows and our conditional and unconditional obligations due before November 8, 2018.
A substantial amount of our cash requirements are for debt service obligations. Our current forecast indicates we will continue to incur net losses and generate negative cash flows from operating activities as a result of our indebtedness and significant related interest expense. At September 30, 2017, the Company had debt maturities totaling $366.9 million, $308.5 million (net of $277.1 million due to certain of our subsidiaries) and $8,368.9 million in 2017, 2018 and 2019, respectively. In October 2017, iHeartCommunications exchanged $45.0 million principal amount of 11.25% Priority Guarantee Notes due 2021 that were held by a subsidiary of iHeartCommunications for $45.0 million principal amount of 10.0% Senior Notes due 2018 that were held by unaffiliated third parties. After the exchanges, our debt maturities in the next 12 months include, (i) $365.0 million outstanding under iHeartCommunications' receivables-based credit facility, which matures on December 24, 2017, (ii) $51.5 million of 10% Senior Notes due January 15, 2018, (iii) $175.0 million of 6.875% Senior Notes due June 15, 2018, (iv) $24.8 million of contractual AHYDO catch-up payments to be made on iHeartCommunications' 14% Senior Notes due 2021 on the interest payment due on August 1, 2018.Our forecast includes approximately $1.8 billion in cash interest payments in the next 12 months, of which $344.6 million is payable in the fourth quarter of 2017 and $548.2 million is payable in the first quarter of 2018. In addition, in certain circumstances, a committee of the CCOH board of directors formed for the specific purpose of monitoring the Intercompany Note (the “CCOH Intercompany Note Committee”) has the non-exclusive authority to demand payments under the Intercompany Note, as long as the CCOH board of directors declares a simultaneous dividend equal to the amount so demanded.  As of November 8, 2017, the CCOH Intercompany Note Committee has the right pursuant to the terms of the settlement of the derivative litigation filed by CCOH’s stockholders regarding the Intercompany Note but not the obligation, to make a demand on the Intercompany Note. If the CCOH Intercompany Note Committee exercises this right to demand a full repayment of the Intercompany Note and the CCOH board of directors declares a simultaneous dividend, based on the balance of the Intercompany Note outstanding at September 30, 2017, approximately $110.4 million would be payable to the public stockholders of CCOH. If we are unable to refinance the amounts outstanding under the receivables-based credit facility, the 10% Senior Notes due January 15, 2018, and/or the 6.875% Senior Notes due June 15, 2018 and take other steps to create additional liquidity, forecasted cash flows are not sufficient for us to meet our obligations, including upcoming interest payments and maturities on our outstanding debt, as they become due in the ordinary course of business for a period of 12 months following November 8, 2017.
While we continue to work toward completing the notes exchange offers and the term loan offers or other similar transactions, refinancing the maturity of the receivables-based credit facility and taking other actions to create additional liquidity, there is no assurance that the notes exchange offers and the term loan offers or other similar transactions will be completed, that the amounts outstanding under the receivables-based credit facility will be refinanced or that we will be able to create additional


liquidity. Our ability to meet our obligations as they become due in the ordinary course of business for the next 12 months will depend on our ability to achieve forecasted results, our ability to conserve cash, our ability to refinance the amounts outstanding under the receivables-based credit facility, our ability to successfully complete the notes exchange offers and the term loan offers or other similar transactions and achieve sufficient cash interest savings therefrom and our ability to complete other liquidity-generating transactions. Based on the uncertainty of achieving these actions and the significance of the forecasted future negative cash flows resulting from our substantial debt balance, including anticipated future interest cash payments (including interest due in the fourth quarter of 2017 and in 2018) and the maturities of the $365.0 million in current borrowings under iHeartCommunications' receivables-based credit facility that matures December 24, 2017, the $51.5 million aggregate principal amount of 10% Senior Notes due January 15, 2018, the $175.0 million aggregate principal amount of 6.875% Senior Notes due June 15, 2018 and the $24.8 million of contractual AHYDO catch-up payments to be made on iHeartCommunications' 14% Senior Notes due 2021 beginning with the interest payment due on August 1, 2018, management has determined that there is substantial doubt as to our ability to continue as a going concern for a period of 12 months following November 8, 2017.
If we are unable to complete any of the actions described in the paragraph above, or otherwise generate incremental liquidity, or if there are material adverse developments in our business, results of operations or liquidity, we may be forced to further reduce or delay our business activities and capital expenditures, sell material assets, seek additional capital or be required to file for bankruptcy court protection. We cannot assure you that we would be able to accomplish any of these alternatives on a timely basis or on satisfactory terms, if at all.
In connection with the cash management arrangements for CCOH, iHeartCommunications maintains an intercompany revolving promissory note payable by iHeartCommunications to CCOH (the "Intercompany Note"), which matures on December 15, 2017. As of September 30, 2017, the balance of the Note was $1,051.3 million, all of which is payable on demand. While we intend to extend the maturity of the Intercompany Note prior to its maturity, the principal amount outstanding under the Intercompany Note is subject to demand by CCOH or the CCOH Intercompany Note Committee. We cannot assure you that we will have sufficient cash to make such a payment if CCOH or the CCOH Independent Note Committee demanded payment of the Intercompany Note in full.
The covenants in iHeartCommunications' senior secured credit facilities include a requirement that we receive an opinion from our auditors in connection with our year-end audit that is not subject to a “going concern” or like qualification or exception. Even if we are able to successfully refinance the amounts outstanding under iHeartCommunications' receivables-based credit facility and manage our liquidity challenges through the end of 2017, if we are unable to improve our liquidity forecast for 2018 and refinance or extend a significant portion of our substantial 2019 debt maturities prior to the completion of the audit of our 2017 financial statements, we anticipate that our auditor’s year-end opinion will contain a “going concern” qualification, and, if we are unable to obtain a waiver of the covenant in the senior secured credit facilities that requires us to deliver an unqualified auditor’s opinion, it will trigger a default under the senior secured credit facilities. We cannot assure you that we will be able to obtain such a waiver or amendment.
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table sets forth theour purchases of shares of our Class A common stock made during the quarter ended SeptemberJune 30, 20172022:
Period
Total Number of Shares Purchased(1)
Average Price Paid per Share(1)
Total Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
April 1 through April 30— $— — $— 
May 1 through May 31123,226 12.60 — — 
June 1 through June 30533 11.47 — — 
Total123,759 $12.59 — $— 
(1)The shares indicated consist of shares of our Class A common stock tendered by oremployees to us during the three months ended June 30, 2022 to satisfy the employees’ tax withholding obligation in connection with the vesting and release of restricted stock, which are repurchased by us based on behalf of us or an affiliated purchaser:their fair market value on the date the relevant transaction occurs.
Period
Total Number of Shares Purchased(1)
 
Average Price Paid per Share(1)
 Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
July 1 through July 31103,987
 $1.40
 —
 $—
August 1 through August 31182
 1.75
 —
 —
September 1 through September 30548
 1.63
 —
 —
Total104,717
 $1.33
 —
 $—
(1)The shares indicated consist of shares of our Class A common stock tendered by employees to us during the three months ended September 30, 2017 to satisfy the employees’ tax withholding obligation in connection with the vesting and release of restricted shares, which are repurchased by us based on their fair market value on the date the relevant transaction occurs.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
None.

    Not applicable.


ITEM 4.  MINE SAFETY DISCLOSURES
Not applicable.


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ITEM 5.  OTHER INFORMATION
None.On May 9, 2022, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company approved the grant of restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) covering shares of the Company’s Class A common stock to certain of the Company’s named executive officers, including Robert W. Pittman (Chairman and Chief Executive Officer), Richard J. Bressler (President, Chief Operating Officer and Chief Financial Officer), Michael B. McGuinness (Executive Vice President, Finance and Deputy Chief Financial Officer), Jordan R. Fasbender (Executive Vice President, General Counsel and Secretary) and Scott D. Hamilton (Senior Vice President, Chief Accounting Officer and Assistant Secretary) (collectively, the “Executives”). The RSU and PSU awards were granted under the 2021 Plan and are subject to RSU and PSU agreements, respectively.

RSU Awards

The RSU awards vest as to one-third of the total RSUs granted to each Executive on each of the first three anniversaries of the grant date (each, an “RSU Vesting Date”), subject to Executive’s continued service through the applicable date.

Termination of Employment. If an Executive is terminated without “cause” or resigns from the Company for “good reason” (each, a “Qualified Termination”), in either case, prior to the Company incurring a change in control, then:

•with respect to Messrs. Pittman and Bressler, the Executive’s RSUs will vest in full as of the termination and be settled on the original vesting date; and

•with respect to the other Executives, a portion of the RSUs that would have vested on the next scheduled RSU Vesting Date, prorated to reflect the number of days the Executive was in service with the Company during such vesting period, will vest as of the termination date and be settled on the original vesting date.

In the event of an Executive’s Qualifying Termination following a change in control, or upon a termination due to death or “disability,” the RSUs will vest in full and be settled in connection with such Qualified Termination. In addition, with respect to Messrs. Pittman and Bressler only, if either Executive experiences a “retirement termination” (which may not occur prior to June 1, 2026), the RSUs will vest in full if they were granted more than one year prior to the retirement date.

PSU Awards

The PSU awards will become earned based on the Company’s achievement of performance goals relating to (1) relative total shareholder return (“Relative TSR PSUs”), (2) Adjusted EBITDA performance (“EBITDA PSUs”) and (3) diversity, equity and inclusion metrics (“DE&I PSUs”) (together, the “Performance Goals”) over a performance period ending on the earlier of December 31, 2024 and a change in control of the Company (the “Performance Period”), and vest subject to the Executive’s continued employment through the third anniversary of the grant date. Each PSU award is weighted such that the total award opportunity is comprised of 50% Relative TSR PSUs, 25% EBITDA PSUs and 25% DE&I PSUs. The maximum number of PSUs that may vest is 150% of the target number of PSUs.

Termination of Employment. If an Executive experiences a Qualified Termination, in either case, prior to the Company incurring a change in control, then:

•with respect to Messrs. Pittman and Bressler, the Executive’s PSU award will remain outstanding and eligible to vest in full, subject to the achievement of the Performance Goals, and will be settled on the original vesting date; and

•with respect to the other Executives, the Executive’s PSU award will remain outstanding and eligible to vest with respect to a prorated number of PSUs (i.e., prorated to reflect the number of days the Executive was in service during the applicable Performance Period), and will be settled on the original vesting date.

Upon a termination due to death or “disability,” the PSUs will vest at “target.” With respect to Messrs. Pittman and Bressler only, if either Executive experiences a “retirement termination,” then the PSUs will vest at “target” if they were granted more than one year prior to the retirement date.

42

Change in Control. If the Company incurs a change in control, then the PSUs will be earned based on the greater of “target” and actual performance through the consummation of such change in control, and such earned PSUs will vest on the earlier of December 31, 2024, a Qualifying Termination, or the Executive’s death, disability or (with respect to Messrs. Pittman and Bressler) retirement.

43

ITEM 6. EXHIBITS
Exhibit
Number		Description
4.12.1

10.13.1
First AmendmentFifth Amended and Restated Certificate of Incorporation of iHeartMedia, Inc. (incorporated by reference to EmploymentExhibit 3.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 2, 2019).

3.2

10.1*
10.2*
10.3*
10.4*
Form of Performance-Vesting Restricted Stock Unit Award Agreement (for Executive Officers)
10.5*
Form of Performance-Vesting Restricted Stock Unit Award Agreement (for Pittman/Bressler)
10.6
Form of iHeart Media, Inc. Restricted Stock Unit Award Agreement (for Executive Officers) (incorporated by reference to Exhibit 10.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 13, 2022).
10.7
Form of iHeart Media, Inc. Restricted Stock Unit Award Agreement (for Pittman/Bressler) (incorporated by reference to Exhibit 10.2 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 13, 2022).
10.8
ABL Credit Agreement, dated as of May 1, 2017, between Scott D. Hamilton17, 2022, by and among iHeartMedia Management Services,Capital I, LLC, as holdings, iHeartCommunications, Inc., as borrower, the other guarantors party thereto from time to time, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C Issuer, and the other Lenders and L/C Issuers party thereto from time to time (incorporated by reference to Exhibit 10.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 19, 2022).

31.1*
Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*
Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101*101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive Data Files.File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*Inline XBRL Taxonomy Extension Schema Document
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*Inline XBRL Taxonomy Extension Definition Document
104*Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
____________
*    Filed herewith.
**    Furnished herewith.

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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
IHEARTMEDIA, INC.
August 4, 2022IHEARTMEDIA, INC.
November 8, 2017
/s/ SCOTT D. HAMILTON
Scott D. Hamilton
Senior Vice President, Chief Accounting Officer and Assistant Secretary

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