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 ~~MARCH 31,~~JUNE 30, 2019

[ ]	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

000-53354

IHEARTMEDIA, INC.

(Exact name of registrant as specified in its charter)



Delaware		26-0241222
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

20880 Stone Oak Parkway San Antonio, Texas		78258
(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:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	"IHRT"	The 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 [X] 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] 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 [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 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 ~~[ ]~~[X] No [ ]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

	Class	Outstanding at ~~April 22,~~August 9, 2019
	~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~	~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~
	Class A Common Stock, $.001 par value	~~31,434,876~~57,369,978	⁽¹⁾
	Class B Common Stock, $.001 par value	~~555,556~~
	~~Class C Common Stock, $.001 par value~~	~~58,967,502~~
	~~Class D Common Stock, $.001 par value~~	—6,947,480

	~~(1) Outstanding Class A common stock includes 111,291 shares owned by a subsidiary~~

IHEARTMEDIA, INC.

INDEX



		Page No.
Part I – Financial Information
Item 1.	Financial Statements	1
	Consolidated Balance Sheets ~~as of March 31, 2019 and December 31, 2018~~	1
	Consolidated Statements of Comprehensive ~~Loss for the three months ended March 31, 2019 and 2018~~Income (Loss)	2
	Consolidated Statements of Changes in Stockholders' ~~Deficit for the three months ended March 31, 2019 and 2018~~Equity (Deficit)	34
	Consolidated Statements of Cash Flows ~~for the three months ended March 31, 2019 and 2018~~	48
	Notes to Consolidated Financial Statements	59
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3154
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4776
Item 4.	Controls and Procedures	4776
Part II – Other Information
Item 1.	Legal Proceedings	4877
Item 1A.	Risk Factors	5179
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5188
Item 3.	Defaults Upon Senior Securities	5188
Item 4.	Mine Safety Disclosures	5288
Item 5.	Other Information	5288
Item 6.	Exhibits	5388
Signatures		5492

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

IHEARTMEDIA, INC. AND SUBSIDIARIES

~~(DEBTOR-IN-POSSESSION)~~

CONSOLIDATED BALANCE SHEETS


(In thousands, except share and per share data)	March 31, 2019			December 31, 2018			Successor Company			Predecessor Company
	(Unaudited)						June 30, 2019			December 31, 2018
							(Unaudited)
CURRENT ASSETS
Cash and cash equivalents	$	448,130		$	406,493		$	127,159		$	224,037
Accounts receivable, net of allowance of $49,619 in 2019 and $50,808 in 2018	1,387,122			1,575,170
Accounts receivable, net of allowance of $3,081 in 2019 and $26,584 in 2018							843,064			868,861
Prepaid expenses	179,823			195,266			109,101			99,532
Other current assets	74,977			58,088			34,361			26,787
Current assets of discontinued operations							—			1,015,800
Total Current Assets	2,090,052			2,235,017			1,113,685			2,235,017
PROPERTY, PLANT AND EQUIPMENT
Structures, net	1,014,688			1,053,016
Other property, plant and equipment, net	726,550			738,124
Property, plant and equipment, net							834,232			502,202
INTANGIBLE ASSETS AND GOODWILL
Indefinite-lived intangibles - licenses	2,326,533			2,417,915			2,282,697			2,417,915
Indefinite-lived intangibles - permits	971,163			971,163
Other intangibles, net	439,864			453,284			2,305,407			200,422
Goodwill	4,118,312			4,118,756			3,323,207			3,412,753
OTHER ASSETS
Operating lease right-of-use assets	2,359,275			—			900,755			—
Other assets	239,533			282,240			237,841			149,736
Long-term assets of discontinued operations							—			3,351,470
Total Assets	$	14,285,970		$	12,269,515		$	10,997,824		$	12,269,515
CURRENT LIABILITIES
Accounts payable	$	146,853		$	163,149		$	47,885		$	49,435
Current operating lease liabilities	366,902			—			77,050			—
Accrued expenses	632,078			826,865			338,398			298,383
Accrued interest	12,323			3,108			69,473			767
Deferred income	234,672			208,195
Deferred revenue							139,381			123,143
Current portion of long-term debt	46,744			46,332			53,406			46,105
Current liabilities of discontinued operations							—			729,816
Total Current Liabilities	1,439,572			1,247,649			725,593			1,247,649
Long-term debt	5,293,405			5,277,108			5,757,097			—
Series A Mandatorily Redeemable Preferred Stock, par value $0.001, authorized 60,000 shares, 60,000 shares issued in 2019 and no shares issued in 2018							60,000			—
Noncurrent operating lease liabilities	1,669,447			—			805,866			—
Deferred income taxes	323,434			335,015			773,824			—
Other long-term liabilities	296,896			489,829			55,396			229,679
Liabilities subject to compromise	16,829,329			16,480,256			—			16,480,256
Commitments and contingent liabilities (Note 6)
STOCKHOLDERS’ DEFICIT
Long-term liabilities of discontinued operations							—			5,872,273
Commitments and contingent liabilities (Note 9)
STOCKHOLDERS’ EQUITY (DEFICIT)
Noncontrolling interest	11,437			30,868			8,372			30,868
Preferred stock, par value $.001 per share, 150,000,000 shares authorized, no shares issued and outstanding	—			—
Class A Common Stock, par value $.001 per share, authorized 400,000,000 shares, issued 32,247,361 and 32,292,944 shares in 2019 and 2018, respectively	32			32
Class B Common Stock, par value $.001 per share, authorized 150,000,000 shares, issued 555,556 shares in 2019 and 2018	1			1
Class C Common Stock, par value $.001 per share, authorized 100,000,000 shares, issued 58,967,502 shares in 2019 and 2018	59			59
Class D Common Stock, par value $.001 per share, authorized 200,000,000 shares, no shares issued in 2019 and 2018	—			—
Predecessor Preferred stock, par value $.001 per share, 150,000,000 shares authorized, no shares issued and outstanding							—			—
Predecessor common stock							—			92
Successor Preferred stock, par value $.001 per share, 150,000,000 shares authorized, no shares issued and outstanding							—			—
Successor Class A Common Stock, par value $.001 per share, authorized 1,000,000,000 shares, 56,873,782 shares issued and outstanding in 2019 and no shares issued and outstanding in 2018							57			—
Successor Class B Common Stock, par value $.001 per share, authorized 1,000,000,000 shares, 6,947,567 shares issued and outstanding in 2019 and no shares issued and outstanding in 2018							7			—
Successor Special Warrants, 81,453,648 issued and outstanding in 2019 and none issued and outstanding in 2018							—			—
Additional paid-in capital	2,075,025			2,074,632			2,773,147			2,074,632
Accumulated deficit	(13,330,821		)	(13,345,346		)
Retained earnings (Accumulated deficit)							38,793			(13,345,346		)
Accumulated other comprehensive loss	(319,284		)	(318,030		)	(328		)	(318,030		)
Cost of shares (812,485 in 2019 and 805,982 in 2018) held in treasury	(2,562		)	(2,558		)
Total Stockholders' Deficit	(11,566,113		)	(11,560,342		)
Total Liabilities and Stockholders' Deficit	$	14,285,970		$	12,269,515
Cost of shares (0 in 2019 and 805,982 in 2018) held in treasury							—			(2,558		)
Total Stockholders' Equity (Deficit)							2,820,048			(11,560,342		)
Total Liabilities and Stockholders' Equity (Deficit)							$	10,997,824		$	12,269,515

See Notes to Consolidated Financial Statements

IHEARTMEDIA, INC. AND SUBSIDIARIES

~~(DEBTOR-IN-POSSESSION)~~CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)



(In thousands, except per share data)	Successor Company			Predecessor Company
	Period from May 2, 2019 through June 30,			Period from April 1, 2019 through May 1,			Three Months Ended June 30,
	2019			2019			2018
Revenue	$	635,646		$	277,674		$	891,764
Operating expenses:
Direct operating expenses (excludes depreciation and amortization)	184,291			92,581			263,752
Selling, general and administrative expenses (excludes depreciation and amortization)	227,140			103,552			328,200
Corporate expenses (excludes depreciation and amortization)	34,390			18,979			52,478
Depreciation and amortization	59,383			14,544			64,877
Other operating income (expense), net	3,246			(127		)	(1,218		)
Operating income	133,688			47,891			181,239
Interest expense (income), net	69,711			(400		)	10,613
Gain (loss) on investments, net	—			—			9,175
Equity in loss of nonconsolidated affiliates	(24		)	(59		)	(32		)
Other income (expense), net	(9,157		)	150			(2,058		)
Reorganization items, net	—			9,497,944			(68,740		)
Income from continuing operations before income taxes	54,796			9,546,326			108,971
Income tax expense	(16,003		)	(100,289		)	(142,032		)
Income (loss) from continuing operations	38,793			9,446,037			(33,061		)
Income (loss) from discontinued operations, net of tax	—			1,854,677			(33,229		)
Net income (loss)	38,793			11,300,714			(66,290		)
Less amount attributable to noncontrolling interest	—			2,190			3,609
Net income (loss) attributable to the Company	$	38,793		$	11,298,524		$	(69,899	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(328		)	(3,493		)	(19,094		)
Other comprehensive loss, net of tax	(328		)	(3,493		)	(19,094		)
Comprehensive income (loss)	38,465			11,295,031			(88,993		)
Less amount attributable to noncontrolling interest	—			(788		)	(9,063		)
Comprehensive income (loss) attributable to the Company	$	38,465		$	11,295,819		$	(79,930	)
Net income (loss) attributable to the Company per common share:
Basic net income (loss) per share
From continuing operations	$	0.27		$	110.28		$	(0.39	)
From discontinued operations	—			21.63			(0.43		)
Basic net income (loss) per share	$	0.27		$	131.91		$	(0.82	)
Weighted average common shares outstanding - Basic	145,275			85,652			85,280
Diluted net income (loss) per share
From continuing operations	$	0.27		$	110.28		$	(0.39	)
From discontinued operations	—			21.63			(0.43		)
Diluted net income (loss) per share	$	0.27		$	131.91		$	(0.82	)
Weighted average common shares outstanding - Diluted	145,298			85,652			85,280

See Notes to Consolidated Financial Statements

IHEARTMEDIA, INC.AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~LOSS~~INCOME (LOSS)

(UNAUDITED)

(In thousands, except share and per share data) Three Months Ended March 31,
2019 2018
Revenue $ 1,381,899
$ 1,369,648
Operating expenses:
Direct operating expenses (excludes depreciation and amortization) 614,919
602,355
Selling, general and administrative expenses (excludes depreciation and amortization) 455,723
472,987
Corporate expenses (excludes depreciation and amortization) 74,700
78,734
Depreciation and amortization 113,366
151,434
Impairment charges 91,382
—
Other operating expense, net (3,549 ) (3,286 )
Operating income 28,260
60,852
Interest expense (excludes contractual interest of $397,500 and $66,324 for the three months ended March 31, 2019 and 2018, respectively) 114,764
418,397
Loss on investments, net (9,961 ) (90 )
Equity in earnings (loss) of nonconsolidated affiliates (214 ) 157
Gain (loss) on extinguishment of debt (5,474 ) 100
Other expense, net (761 ) (973 )
Reorganization items, net 36,118
192,055
Loss before income taxes (139,032 ) (550,406 )
Income tax benefit 3,431
117,366
Consolidated net loss (135,601 ) (433,040 )
Less amount attributable to noncontrolling interest (21,218 ) (16,046 )
Net loss attributable to the Company $ (114,383 ) $ (416,994 )
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments 2,318
6,561
Other comprehensive income 2,318
6,561
Comprehensive loss (112,065 ) (410,433 )
Less amount attributable to noncontrolling interest 3,572
5,446
Comprehensive loss attributable to the Company $ (115,637 ) $ (415,879 )
Net loss attributable to the Company per common share:
Basic $ (1.34 ) $ (4.89 )
Weighted average common shares outstanding - Basic 85,649
85,215
Diluted $ (1.34 ) $ (4.89 )
Weighted average common shares outstanding - Diluted 85,649
85,215



(In thousands, except per share data)	Successor Company			Predecessor Company
	Period from May 2, 2019 through June 30,			Period from January 1, 2019 through May 1,			Six Months Ended June 30,
	2019			2019			2018
Revenue	$	635,646		$	1,073,471		$	1,664,536
Operating expenses:
Direct operating expenses (excludes depreciation and amortization)	184,291			359,696			504,818
Selling, general and administrative expenses (excludes depreciation and amortization)	227,140			436,345			674,292
Corporate expenses (excludes depreciation and amortization)	34,390			66,020			105,376
Depreciation and amortization	59,383			52,834			132,251
Impairment charges	—			91,382			—
Other operating income (expense), net	3,246			(154		)	(4,450		)
Operating income	133,688			67,040			243,349
Interest expense (income), net	69,711			(499		)	331,746
Gain (loss) on investments, net	—			(10,237		)	9,175
Equity in loss of nonconsolidated affiliates	(24		)	(66		)	(63		)
Other income (expense), net	(9,157		)	23			(22,474		)
Reorganization items, net	—			9,461,826			(260,795		)
Income (loss) from continuing operations before income taxes	54,796			9,519,085			(362,554		)
Income tax benefit (expense)	(16,003		)	(39,095		)	20,701
Income (loss) from continuing operations	38,793			9,479,990			(341,853		)
Income (loss) from discontinued operations, net of tax	—			1,685,123			(157,477		)
Net income (loss)	38,793			11,165,113			(499,330		)
Less amount attributable to noncontrolling interest	—			(19,028		)	(12,437		)
Net income (loss) attributable to the Company	$	38,793		$	11,184,141		$	(486,893	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(328		)	(1,175		)	(12,533		)
Other comprehensive loss, net of tax	(328		)	(1,175		)	(12,533		)
Comprehensive income (loss)	38,465			11,182,966			(499,426		)
Less amount attributable to noncontrolling interest	—			2,784			(3,617		)
Comprehensive income (loss) attributable to the Company	$	38,465		$	11,180,182		$	(495,809	)
Net income (loss) attributable to the Company per common share:
Basic net income (loss) per share
From continuing operations	$	0.27		109.92			$	(4.01	)
From discontinued operations	—			19.76			(1.70		)
Basic net income (loss) per share	$	0.27		$	129.68		$	(5.71	)
Weighted average common shares outstanding - Basic	145,275			86,241			85,248
Diluted net income (loss) per share
From continuing operations	$	0.27		109.92			$	(4.01	)
From discontinued operations	—			19.76			(1.70		)
Diluted net income (loss) per share	$	0.27		$	129.68		$	(5.71	)
Weighted average common shares outstanding - Diluted	145,298			86,241			85,248

See Notes to Consolidated Financial Statements

IHEARTMEDIA, INC. AND SUBSIDIARIES

~~(DEBTOR-IN-POSSESSION)~~CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

(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		Class C Shares		Special Warrants	Non- controlling Interest			Common Stock			Additional Paid-in Capital			Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Loss			Treasury Stock			Total
Balances at March 31, 2019 (Predecessor)	32,247,361		555,556		58,967,502		—	$	11,437		$	92		$	2,075,025		$	(13,330,821	)	$	(319,284	)	$	(2,562	)	$	(11,566,113	)
Net income								2,190			—			—			11,298,524			—			—			11,300,714
Non-controlling interest - Separation								(13,199		)	—			—			—			—			—			(13,199		)
Accumulated other comprehensive loss - Separation								—			—			—			—			307,813			—			307,813
Issuance of restricted stock								132			—			—			—			—			—			132
Forfeitures of restricted stock	(64,750	)						—			—			—			—			—			—			—
Share-based compensation								—			—			1,635			—			—			—			1,635
Share-based compensation - discontinued operations								614			—			—			—			—			—			614
Other								—			—			—			—			1			—			1
Other comprehensive loss								(788		)	—			—			—			(2,705		)	—			(3,493		)
Cancellation of Predecessor equity	(32,182,611	)	(555,556	)	(58,967,502	)		(386		)	(92		)	(2,076,660		)	2,059,998			14,175			2,562			(403		)
Issuance of Successor common stock and warrants	56,861,941		6,947,567				81,453,648	8,943			64			2,770,108			(27,701		)	—			—			2,751,414
Balances at May 1, 2019 (Predecessor)	56,861,941		6,947,567		—		81,453,648	$	8,943		$	64		$	2,770,108		$	—		$	—		$	—		$	2,779,115


Balances at May 2, 2019 (Successor)	56,861,941		6,947,567		—		81,453,648	$	8,943		$	64		$	2,770,108		$	—		$	—		$	—		$	2,779,115
Net income								—			—			—			38,793			—			—			38,793
Vesting of restricted stock	11,841							—			—			—			—			—			—			—
Share-based compensation								—			—			3,039			—			—			—			3,039
Dividend declared								(571		)	—			—			—			—			—			(571		)
Other comprehensive loss								—			—			—			—			(328		)	—			(328		)
Balances at June 30, 2019 (Successor)	56,873,782		6,947,567		—		81,453,648	$	8,372		$	64		$	2,773,147		$	38,793		$	(328	)	$	—		$	2,820,048

(1) The Predecessor Company's Class D Common Stock and Preferred Stock are not presented in the data above as there were no shares issued and outstanding in 2019.

See Notes to Consolidated Financial Statements



(In thousands, except share data)								Controlling Interest
	Common Shares⁽¹⁾				Non- controlling Interest			Common Stock		Additional Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Treasury Stock
	Class A Shares		Class B Shares	Class C Shares	Non- controlling Interest			Common Stock		Additional Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total
Balances at March 31, 2018 (Predecessor)	32,552,286		555,556	58,967,502	$	29,429		$	92	$	2,073,144	$	(13,560,430	)	$	(311,168	)	$	(2,477	)	$	(11,771,410	)
Consolidated net income (loss)					3,609			—		—		(69,899		)	—			—			(66,290		)
Issuance of restricted stock					3			—		—		—			—			—			3
Forfeitures of restricted stock	(73,695	)			—			—		—		—			—			—			—
Share-based compensation					1,520			—		593		—			—			—			2,113
Dividend declared					(7,006		)	—		—		—			—			—			(7,006		)
Other					(631		)	—		1		—			—			(16		)	(646		)
Other comprehensive loss					(9,063		)	—		—		—			(10,031		)	—			(19,094		)
Balances at June 30, 2018 (Predecessor)	32,478,591		555,556	58,967,502	$	17,861		$	92	$	2,073,738	$	(13,630,329	)	$	(321,199	)	$	(2,493	)	$	(11,862,330	)

(1) The Predecessor Company's Class D Common Stock and Preferred Stock are not presented in the data above as there were no shares issued and outstanding in 2018.

See Notes to Consolidated Financial Statements

IHEARTMEDIA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' ~~DEFICIT~~EQUITY (DEFICIT)

(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 C
Shares

Class B
Shares

Class A
Shares
Total
Balances at
December 31, 2018 58,967,502
555,556
32,292,944
$ 30,868
$ 92
$ 2,074,632
$ (13,345,346 ) $ (318,030 ) $ (2,558 ) $ (11,560,342 )
Consolidated net loss (21,218 ) —
—
(114,383 ) —
—
(135,601 )
Adoption of ASC 842, Leases —
—
—
128,908
—
—
128,908
Issuance of restricted stock

64
—
—
—
—
(4 ) 60
Forfeitures of restricted stock (45,583 ) —
—
—
—
—
—
—
Amortization of share-based compensation 1,835
—
392
—
—
—
2,227
Dividend declared and paid to noncontrolling interests (3,684 ) —
—
—
—
—
(3,684 )
Other —
—
1
—
—
—
1
Other comprehensive income (loss) 3,572
—
—
—
(1,254 ) —
2,318
Balances at
March 31, 2019 58,967,502
555,556
32,247,361
$ 11,437
$ 92
$ 2,075,025
$ (13,330,821 ) $ (319,284 ) $ (2,562 ) $ (11,566,113 )

(In thousands, except share data) Controlling Interest

Common Shares⁽¹⁾

Non-
controlling
Interest

Common
Stock

Additional
Paid-in
Capital

Accumulated
Deficit

Accumulated
Other
Comprehensive
Income (Loss)

Treasury
Stock

Class C
Shares

Class B
Shares

Class A
Shares
Total
Balances at
December 31, 2017 58,967,502
555,556
32,626,168
$ 41,191
$ 92
$ 2,072,566
$ (13,142,001 ) $ (313,718 ) $ (2,474 ) $ (11,344,344 )
Consolidated net loss (16,046 ) —
—
(416,994 ) —
—
(433,040 )
Issuance of restricted stock 70,000
5
—
—
—
—
—
5
Forfeitures of restricted stock (143,882 ) —
—
—
—
—
—
—
Amortization of share-based compensation 2,105
—
579
—
—
—
2,684
Dividend declared and paid to noncontrolling interests (3,251 ) —
—
—
—
—
(3,251 )
Other (21 ) —
(1 ) (1,435 ) 1,435
(3 ) (25 )
Other comprehensive income 5,446
—
—
—
1,115
—
6,561
Balances at
March 31, 2018 58,967,502
555,556
32,552,286
$ 29,429
$ 92
$ 2,073,144
$ (13,560,430 ) $ (311,168 ) $ (2,477 ) $ (11,771,410 )



(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		Class C Shares		Special Warrants	Non- controlling Interest				Common Stock			Additional Paid-in Capital			Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Loss			Treasury Stock			Total
Balances at December 31, 2018 (Predecessor)	32,292,944		555,556		58,967,502		—	$	30,868			$	92		$	2,074,632		$	(13,345,346	)	$	(318,030	)	$	(2,558	)	$	(11,560,342	)
Net income								(19,028		)		—			—			11,184,141			—			—			11,165,113
Non-controlling interest - Separation								(13,199		)		—			—			—			—			—			(13,199		)
Accumulated other comprehensive loss - Separation								—				—			—			—			307,813			—			307,813
Adoption of ASC 842, Leases								—				—			—			128,908			—			—			128,908
Issuance of restricted stock								196				—			—			—			—			(4		)	192
Forfeitures of restricted stock	(110,333	)						—				—			—			—			—			—			—
Share-based compensation								—				—			2,028			—			—			—			2,028
Share-based compensation - discontinued operations								2,449				—			—			—			—			—			2,449
Dividend declared								(3,684		)		—			—			—			—			—			(3,684		)
Other								—				—			—			—			1			—			1
Other comprehensive income (loss)								2,784				—			—			—			(3,959		)	—			(1,175		)
Cancellation of Predecessor equity	(32,182,611	)	(555,556	)	(58,967,502	)		(386		)		(92		)	(2,076,660		)	2,059,998			14,175			2,562			(403		)
Issuance of Successor common stock and warrants	56,861,941		6,947,567		—		81,453,648	8,943				64			2,770,108			(27,701		)	—			—			2,751,414
Balances at May 1, 2019 (Predecessor)	56,861,941		6,947,567		—		81,453,648	$	8,943			$	64		$	2,770,108		$	—		$	—		$	—		$	2,779,115


Balances at May 2, 2019 (Successor)	56,861,941		6,947,567		—		81,453,648	$	8,943			$	64		$	2,770,108		$	—		$	—		$	—		$	2,779,115
Net income								—				—			—			38,793			—			—			38,793
Vesting of restricted stock	11,841							—				—			—			—			—			—			—
Share-based compensation								—				—			3,039			—			—			—			3,039
Dividend declared								(571		)		—			—			—			—			—			(571		)
Other comprehensive loss								—				—			—			—			(328		)	—			(328		)
Balances at June 30, 2019 (Successor)	56,873,782		6,947,567		—		81,453,648	$	8,372		��	$	64		$	2,773,147		$	38,793		$	(328	)	$	—		$	2,820,048

(1) The Predecessor Company's Class D Common Stock and Preferred Stock are not presented in the data above as there were no shares issued and outstanding in 2019 or 2018.

See Notes to Consolidated Financial Statements



(In thousands, except share data)								Controlling Interest
	Common Shares⁽¹⁾				Non- controlling Interest			Common Stock		Additional Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Treasury Stock
	Class A Shares		Class B Shares	Class C Shares	Non- controlling Interest			Common Stock		Additional Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total
Balances at December 31, 2017 (Predecessor)	32,626,168		555,556	58,967,502	$	41,191		$	92	$	2,072,566	$	(13,142,001	)	$	(313,718	)	$	(2,474	)	$	(11,344,344	)
Consolidated net loss					(12,437		)	—		—		(486,893		)	—			—			(499,330		)
Issuance of restricted stock	70,000				8			—		—		—			—			—			8
Forfeitures of restricted stock	(217,577	)			—			—		—		—			—			—			—
Share-based compensation					3,625			—		1,172		—			—			—			4,797
Dividend declared					(10,257		)	—		—		—			—			—			(10,257		)
Other					(652		)	—		—		(1,435		)	1,435			(19		)	(671		)
Other comprehensive income					(3,617		)	—		—		—			(8,916		)	—			(12,533		)
Balances at June 30, 2018 (Predecessor)	32,478,591		555,556	58,967,502	$	17,861		$	92	$	2,073,738	$	(13,630,329	)	$	(321,199	)	$	(2,493	)	$	(11,862,330	)

(1) The Predecessor Company's Class D Common Stock and Preferred Stock are not presented in the data above as there were no shares issued and outstanding in 2018 or 2017.

See Notes to Consolidated Financial Statements

IHEARTMEDIA, INC. AND SUBSIDIARIES

~~(DEBTOR-IN-POSSESSION)~~

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


(In thousands)	Three Months Ended March 31,						Successor Company			Predecessor Company
	2019			2018			Period from May 2, 2019 through June 30,			Period from January 1, 2019 through May 1,			Six Months Ended June 30,
							2019			2019			2018
Cash flows from operating activities:
Consolidated net loss	$	(135,601	)	$	(433,040	)
Net income (loss)							$	38,793		$	11,165,113		$	(499,330	)
(Income) loss from discontinued operations							—			(1,685,123		)	157,477
Reconciling items:
Impairment charges	91,382			—			—			91,382			—
Depreciation and amortization	113,366			151,434			59,383			52,834			132,251
Deferred taxes	(5,357		)	(122,038		)	13,056			115,839			(27,271		)
Provision for doubtful accounts	5,674			8,515			3,081			3,268			12,642
Amortization of deferred financing charges and note discounts, net	3,042			13,671			216			512			11,871
Non-cash Reorganization items, net	2,173			191,903			—			(9,619,236		)	254,920
Share-based compensation	2,227			2,684			3,039			498			1,172
Loss on disposal of operating and other assets	3,556			1,678
Loss on investments	9,961			90
Equity in (earnings) loss of nonconsolidated affiliates	214			(157		)
(Gain) loss on extinguishment of debt	5,474			(100		)
(Gain) loss on disposal of operating and other assets							(3,960		)	(143		)	2,143
(Gain) loss on investments							—			10,237			(9,175		)
Equity in loss of nonconsolidated affiliates							24			66			63
Barter and trade income	(6,448		)	(1,417		)	(1,934		)	(5,947		)	(2,607		)
Other reconciling items, net	(563		)	(19,783		)	73			(65		)	(568		)
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
Decrease in accounts receivable	183,696			157,856
(Increase) decrease in accounts receivable							(108,613		)	117,263			55,188
Increase in prepaid expenses and other current assets	(50,365		)	(54,527		)	(14,773		)	(24,044		)	(13,770		)
Decrease in accrued expenses	(164,042		)	(114,377		)
Increase (decrease) in accrued expenses							18,006			(123,971		)	(31,775		)
Increase (decrease) in accounts payable	(16,032		)	35,051			2,995			(32,914		)	14,660
Increase in accrued interest	9,768			310,235			69,294			256			301,399
Increase in deferred income	34,910			53,091
Increase (decrease) in deferred income							4,745			13,377			(3,403		)
Changes in other operating assets and liabilities	1,952			(5,293		)	(224		)	(86,707		)	4,298
Net cash provided by operating activities	88,987			175,476
Cash provided by (used for) operating activities from continuing operations							83,201			(7,505		)	360,185
Cash provided by (used for) operating activities from discontinued operations							—			(32,681		)	84,172
Net cash provided by (used in) operating activities							83,201			(40,186		)	444,357
Cash flows from investing activities:
Purchases of property, plant and equipment	(51,126		)	(38,703		)	(17,435		)	(36,197		)	(27,306		)
Proceeds from disposal of assets	722			2,310			471			99			832
Change in other, net	(2,007		)	(803		)	(823		)	(2,680		)	6,452
Cash provided by (used for) investing activities from continuing operations							(17,787		)	(38,778		)	(20,022		)
Cash provided by (used for) investing activities from discontinued operations							—			(222,366		)	(58,263		)
Net cash used for investing activities	(52,411		)	(37,196		)	(17,787		)	(261,144		)	(78,285		)
Cash flows from financing activities:
Draws on credit facilities	—			25,333			—			—			143,332
Payments on credit facilities	—			(59,000		)	—			—			(133,308		)
Proceeds from long-term debt	2,235,228			—			—			269			—
Payments on long-term debt	(2,206,466		)	(55,597		)	—			(8,294		)	(363,442		)
Proceeds from Mandatorily Redeemable Preferred Stock							—			60,000			—
Settlement of intercompany related to discontinued operations							—			(159,196		)	—
Dividends and other payments to noncontrolling interests	(73		)	(3,166		)	(571		)	—			(4,862		)
Debt issuance costs	(26,752		)	—
Change in other, net	59			(15		)	(113		)	(5		)	(14		)
Net cash provided by (used for) financing activities	1,996			(92,445		)
Cash provided by (used for) financing activities from continuing operations							(684		)	(107,226		)	(358,294		)
Cash provided by (used for) financing activities from discontinued operations							—			51,669			(2,527		)
Net cash used for financing activities							(684		)	(55,557		)	(360,821		)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	682			3,366			11			562			(4,699		)
Net increase in cash, cash equivalents and restricted cash	39,254			49,201			64,741			(356,325		)	552
Cash, cash equivalents and restricted cash at beginning of period	430,334			311,300			74,009			430,334			311,300
Cash, cash equivalents and restricted cash at end of period	$	469,588		$	360,501		138,750			74,009			311,852
Less cash, cash equivalents and restricted cash of discontinued operations at end of period							—			—			219,196
Cash, cash equivalents and restricted cash of continuing operations at end of period							$	138,750		$	74,009		$	92,656
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$	103,897		$	94,533		$	430		$	137,042		$	206,948
Cash paid for income taxes	16,410			9,974			1,549			22,092			23,375
Cash paid for Reorganization items, net	33,945			152			13,049			183,291			5,875

See Notes to Consolidated Financial Statements

IHEARTMEDIA, INC. AND SUBSIDIARIES ~~(DEBTOR-IN-POSSESSION)~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – BASIS OF PRESENTATION

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~~As described below, as a result of the application of fresh start accounting and the effects of the implementation of the Company's Plan of Reorganization (as defined below), the consolidated financial statements after the Effective Date (as defined below), are not comparable with the consolidated financial statements on or before that date. Refer to ~~seasonality and other factors, the results~~Note 3, "Fresh Start Accounting," for ~~the interim periods may not be indicative of results for the full year.~~additional information. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2018 Annual Report on Form 10-K.

The consolidated financial statements include the accounts of the Company and its subsidiaries. Also included in the consolidated financial statements are entities for which the Company has a controlling financial interest or is the primary beneficiary. Investments in companies in which the Company owns 20% to 50% of the voting common stock or otherwise exercises significant influence over operating and financial policies of the company are accounted for under the equity method. All significant intercompany transactions are eliminated in the consolidation process.

Unless otherwise indicated, information in these notes to the consolidated financial statements relates to continuing operations. Certain of the Company's operations have been presented as discontinued. The Company presents businesses that represent components as discontinued operations when the components meet the criteria for held for sale, are sold, or spun-off and their disposal represents a strategic shift that has, or will have, a major effect on its operations and financial results. See Note 4, Discontinued Operations.

As part of the Separation and Reorganization (as defined below), the Company reevaluated its segment reporting, resulting in the presentation of two businesses:


▪	Audio, which provides media and entertainment services via broadcast and digital delivery and also includes the Company’s events and national syndication businesses and


▪	Audio & Media Services, which provides other audio and media services, including the Company’s media representation business and the Company's provider of scheduling and broadcast software.

Prior periods have been recast to reflect the Company's current segment presentation. See Note 13, Segment Data.

Certain prior period amounts have been reclassified to conform to the 2019 presentation.

Voluntary Filing under Chapter 11

On March 14, 2018 (the "Petition Date"), the Company, iHeartCommunications, Inc. ("iHeartCommunications") and certain of the Company's direct and indirect domestic subsidiaries (collectively, the "Debtors") filed voluntary petitions for relief (the "Chapter 11 Cases") under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code"), in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the "Bankruptcy Court"). Clear Channel Outdoor Holdings, Inc. (“CCOH”) and its direct and indirect subsidiaries did not file voluntary petitions for reorganization under the Bankruptcy Code and ~~are~~were not Debtors in the Chapter 11 Cases.

~~The Chapter 11 Cases are being administered under the caption~~ ~~In re: iHeartMedia, Inc., Case No. 18-31274 (MI)~~. The Debtors are operating their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

On ~~March 16,~~April 28, 2018, the Company and the other Debtors entered into a Restructuring Support Agreement (the “RSA”) with certain creditors and equity holders (the “Consenting Stakeholders”). The RSA contemplates the restructuring and recapitalization of the Debtors (the “Restructuring Transactions”) throughfiled a plan of reorganization in(as amended, the ~~Chapter 11 Cases, which plan was confirmed in January 2019. Pursuant to the RSA, the Consenting Stakeholders have agreed to, among other things, support the Restructuring Transactions~~“Plan of Reorganization”) and ~~vote in favor of~~ a ~~plan of reorganization to effect the Restructuring Transactions.~~

The RSA provides certain milestones for the Restructuring Transactions. Failure of the Debtors to satisfy these milestones without a waiver or consensual amendment would provide the Consenting Stakeholders a termination right under the RSA. These milestones include (i) the filing of a plan of reorganization andrelated disclosure statement ~~in form and substance reasonably acceptable to the Debtors and the Consenting Stakeholders, which were filed~~ with the Bankruptcy Court, ~~on April 28, 2018, (ii)~~which we subsequently amended by filing the ~~filing~~second, third, fourth and fifth amended Plan of ~~a motion for approval~~Reorganization and amended versions of the disclosure statement by May 31, 2018, which deadline was subsequently extended to June 22, 2018, and which motion was filed with the Bankruptcy Court on that date, (iii) the entry of an order approving the disclosure statement by July 27, 2018 (subject to one additional 20-day extension on the terms set forth on the RSA), which order was ultimately entered on September 20, 2018, (iv) the entry of an order confirming the plan of reorganization within 75 days of the entry of an order approving the disclosure statement, which order was ultimately entered onDisclosure Statement. On January 22, 2019, ~~and (v)~~ the ~~effective date~~Plan of Reorganization was confirmed by the Bankruptcy Court.

On May 1, 2019 (the “Effective Date”), the conditions to the effectiveness of the ~~plan~~Plan of ~~reorganization~~Reorganization were satisfied and the Company emerged from Chapter 11 through (a) a series of transactions (the ~~"Effective Date"~~“Separation”) ~~occurring~~through which CCOH, its parent Clear Channel Holdings, Inc. (“CCH”) and its subsidiaries (collectively with CCOH and CCH, the “Outdoor Group”) were separated from, and ceased to be controlled by, ~~March 14, 2019, which has not yet occurred but is currently expected to occur on or about May 1, 2019. The Debtors satisfied~~ the ~~first~~Company and ~~second milestones, but did not satisfy the subsequent milestones~~its subsidiaries (the “iHeart Group”), and as(b) a ~~result, certain~~series of ~~the Consenting Stakeholders presently have the right to terminate the RSA, but as of the date hereof, the RSA has not been terminated.~~transactions

IHEARTMEDIA, INC. AND SUBSIDIARIES ~~(DEBTOR-IN-POSSESSION)~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

~~iHeartCommunications,~~(the “Reorganization”) through which isiHeartCommunications’ debt was reduced from approximately $16 billion to approximately $5.8 billion and a ~~Debtor~~global compromise and settlement among holders of claims (“Claimholders”) in connection with the Chapter 11 Cases ~~provides~~was effected. The compromise and settlement involved, among others, (i) the ~~day-to-day cash management services for CCOH’s cash activities~~restructuring of iHeartCommunications’ indebtedness by (A) replacing its “debtor-in-possession” credit facility with a $450 million senior secured asset-based revolving credit facility (the “ABL Facility”) and ~~balances~~(B) issuing to certain Claimholders, on account of their claims, approximately $3.5 billion aggregate principal amount of new senior secured term loans (the “Term Loan Facility”), approximately $1.45 billion aggregate principal amount of new 8.375% Senior Notes due 2027 (the “Senior Unsecured Notes”) and approximately $800 million aggregate principal amount of new 6.375% Senior Secured Notes due 2026 (the “Senior Secured Notes”), (ii) the Company’s issuance of new Class A common stock, new Class B common stock and special warrants to purchase shares of new Class A common stock and Class B common stock (“Special Warrants”) to Claimholders, subject to ownership restrictions imposed by the Federal Communications’ Commission (“FCC”), (iii) the settlement of certain intercompany transactions, and (iv) the sale of the preferred stock (the “iHeart Operations Preferred Stock”) of the Company’s wholly-owned subsidiary iHeart Operations, Inc. (“iHeart Operations”) in connection with the ~~U.S.~~Separation.

All of the Predecessor (as defined below) Company's equity existing as of the Effective Date was canceled on such date pursuant to the ~~Corporate Services Agreement between iHeartCommunications and CCOH, and is continuing to do so during~~Plan of Reorganization.

Upon the Company's emergence from the Chapter 11 Cases, ~~pursuant to~~the Company adopted fresh start accounting, which resulted in a ~~cash management order approved by~~new basis of accounting and the ~~Bankruptcy Court.~~

~~iHeartCommunications' filing~~Company becoming a new entity for financial reporting purposes. As a result of the ~~Chapter 11 Cases constituted an event~~application of ~~default~~fresh start accounting and the effects of the implementation of the Plan of Reorganization, the consolidated financial statements after the Effective Date, are not comparable with the consolidated financial statements on or before that ~~accelerated its obligations under its debt agreements. Due~~date. Refer to Note 3, "Fresh Start Accounting," for additional information.

References to "Successor" or "Successor Company" relate to the ~~Chapter 11 Cases, however, the creditors’ ability to exercise remedies under iHeartCommunications' debt agreements were stayed as~~financial position and results of ~~March 14, 2018, the date~~operations of the ~~Chapter 11 petition filing,~~Company after the Effective Date. References to "Predecessor" or "Predecessor Company" refer to the financial position and ~~continue to be stayed.~~results of operations of the Company on or before the Effective Date.

~~The~~During the Predecessor period, the Company ~~has~~ applied Accounting Standards Codification (“ASC”) 852 - Reorganizations(“ASC 852”) in preparing the consolidated financial statements. ASC 852 requires the financial statements, for periods subsequent to the commencement of the Chapter 11 Cases, to distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, certain charges incurred during 2018 and 2019 related to the ~~bankruptcy proceedings,~~Chapter 11 Cases, including the write-off of unamortized long-term debt fees and discounts associated with debt classified as liabilities subject to compromise, and professional fees incurred directly as a result of the Chapter 11 Cases are recorded as Reorganization items, ~~net. In addition, pre-petition Debtor obligations that may be impacted by~~net in the Chapter 11 Cases have been classified on the Consolidated Balance Sheet at March 31, 2019 as Liabilities subject to compromise. These liabilities are reported at the amounts the Company anticipates will be allowed by the Bankruptcy Court, even if they may be settled for lesser amounts. See below for more information regarding Reorganization items.Predecessor period.

ASC 852 requires certain additional reporting for financial statements prepared between the bankruptcy filing date and the date of emergence from bankruptcy, including:

Reclassification of Debtor pre-petition liabilities that are unsecured, under-secured or where it cannot be determined that the liabilities are fully secured, to a separate line item in the Consolidated Balance Sheet called, "Liabilities subject to compromise"; and

Segregation of Reorganization items, net as a separate line in the Consolidated Statement of Comprehensive Loss, ~~outside of~~included within income from continuing operations.

~~Debtor-In-Possession~~

In general, as debtors-in-possession under the Bankruptcy Code, the Debtors are authorized to continue to operate as an ongoing business, but may not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. Pursuant to first day and second day motions filed with the Bankruptcy Court, the Bankruptcy Court authorized the Debtors to conduct their business activities in the ordinary course, including, among other things and subject to the terms and conditions of such orders, authorizing the Debtors to: (i) pay employees’ wages and related obligations; (ii) continue to operate their cash management system in a form substantially similar to prepetition practice; (iii) use cash collateral on an interim basis; (iv) continue to honor certain obligations related to on-air talent, station affiliates and royalty obligations; (v) continue to maintain certain customer programs; (vi) pay taxes in the ordinary course; (vii) continue their surety bond program; and (viii) maintain their insurance program in the ordinary course.

~~Automatic Stay~~

Subject to certain specific exceptions under the Bankruptcy Code, the Chapter 11 Cases automatically stayed most judicial or administrative actions against the Debtors and efforts by creditors to collect on or otherwise exercise rights or remedies with respect to pre-petition claims. Absent an order from the Bankruptcy Court, substantially all of the Debtors’ pre-petition liabilities are subject to settlement under the Bankruptcy Code. See Note 14, ~~Condensed Combined Debtor-In-Possession Financial Information~~.

~~Executory Contracts~~

Subject to certain exceptions, under the Bankruptcy Code, the Debtors may assume, amend or reject certain executory contracts and unexpired leases subject to the approval of the Bankruptcy Court and certain other conditions. Generally, the rejection of an executory contract or unexpired lease is treated as a pre-petition breach of such executory contract or unexpired lease and, subject to certain exceptions, relieves the Debtors from performing their future obligations under such executory contract or unexpired lease but entitles the contract counterparty or lessor to a pre-petition general unsecured claim for damages caused by such deemed breach. Generally, the assumption of an executory contract or unexpired lease requires the Debtors to cure existing monetary defaults under such executory contract or unexpired lease and provide adequate assurance of future performance. Accordingly, any description of an executory contract or unexpired lease with the Debtors in this document, including where applicable a

~~IHEARTMEDIA, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

quantification of the Company’s obligations under any such executory contract or unexpired lease of the Debtors, is qualified by any overriding rejection rights the Company has under the Bankruptcy Code.

~~Potential Claims~~

The Debtors have filed with the Bankruptcy Court schedules and statements setting forth, among other things, the assets and liabilities of each of the Debtors, subject to the assumptions filed in connection therewith. These schedules and statements may be subject to further amendment or modification after filing. Certain holders of pre-petition claims that are not governmental units were required to file proofs of claim by the deadline for general claims, which was on June 29, 2018 (the “Bar Date”).

~~The Debtors' have received approximately 4,300~~proofs of claim as of April 22, 2019 for an amount of approximately $808.4 billion. Such amount includes duplicate claims across multiple Debtor legal entities. These claims will be reconciled to amounts recorded in the Company's accounting records. Differences in amounts recorded and claims filed by creditors will be investigated and resolved, including through the filing of objections with the Bankruptcy Court, where appropriate. The Bankruptcy Court does not allow for claims that have been acknowledged as duplicates. Approximately 2,000 claims totaling approximately $7.0 billion have been disallowed, modified or withdrawn and the Debtors have filed additional claim objections with the Bankruptcy Court for approximately 50 claims totaling approximately $0.6 million in additional reductions and modifications. The Company may ask the Bankruptcy Court to disallow claims that the Company believes have been later amended or superseded, are without merit, are overstated or should be disallowed for other reasons. In addition, as a result of this process, the Company may identify additional liabilities that will need to be recorded or reclassified to Liabilities subject to compromise. In light of the substantial number of claims filed, and expected to be filed, the claims resolution process may take considerable time to complete and will continue after the Debtors emerge from bankruptcy.

~~Reorganization Items, Net~~

The Debtors have incurred and will continue to incur significant costs associated with the reorganization, including the write-off of original issue discount and deferred long-term debt fees on debt subject to compromise, costs of debtor-in-possession refinancing, legal and professional fees. The amount of these charges, which since the Petition Date are being expensed as incurred, are expected to significantly affect the Company’s results of operations. In accordance with applicable guidance, costs associated with the bankruptcy proceedings have been recorded as Reorganization items, net within the Company's accompanying Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2019 and 2018. See Note 13, ~~Reorganization Items, Net~~.

~~Financial Statement Classification of Liabilities Subject to Compromise~~

The accompanying Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018 include amounts classified as Liabilities subject to compromise, which represent liabilities the Company anticipates will be allowed as claims in the Chapter 11 Cases. These amounts represent the Debtors’ current estimate of known or potential obligations to be resolved in connection with the Chapter 11 Cases, and may differ from actual future settlement amounts paid. Differences between liabilities estimated and claims filed, or to be filed, will be investigated and resolved in connection with the claims resolution process. The Company will continue to evaluate these liabilities throughout the Chapter 11 process and adjust amounts as necessary. Such adjustments may be material. See Note 12, ~~Liabilities Subject to Compromise~~.

~~Plan of Reorganization~~

On April 28, 2018, the Debtors filed a plan of reorganization (as amended, the “Plan of Reorganization”) and a related disclosure statement (as amended, the “Disclosure Statement”) with the Bankruptcy Court. Thereafter, the Debtors filed a second, third and fourth amended Plan of Reorganization and amended versions of the Disclosure Statement. On September 20, 2018, the Bankruptcy Court entered an order approving the Disclosure Statement and related solicitation and notice procedures for voting on the Plan of Reorganization. On October 10, 2018, the Debtors filed a fifth amended Plan of Reorganization and the Disclosure Statement Supplement. On October 18, 2018, the Bankruptcy Court entered an order approving the Disclosure Statement Supplement and the continued solicitation of holders of general unsecured claims for voting on the Plan of Reorganization. The deadline for holders of claims and interests to vote on the Plan of Reorganization was November 16, 2018. More than 90% of the votes cast by holders of claims and interests entitled to vote thereon accepted the Plan of Reorganization.

On December 16, 2018, the Debtors, CCOH, GAMCO Asset Management, Inc., and Norfolk County Retirement System entered into the CCOH Separation Settlement (as defined below) resolving all claims, objections, and other causes of action that have

~~IHEARTMEDIA, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

been or could be asserted by or on behalf of CCOH, GAMCO Asset Management, Inc., and/or Norfolk County Retirement System by and among the Debtors, CCOH, GAMCO Asset Management, Inc., certain individual defendants in the GAMCO Asset Management, Inc. action and/or the Norfolk County Retirement System action, and the private equity sponsor defendants in such actions. In connection with the CCOH Separation Settlement, on December 17, 2018, the Debtors filed a modified fifth amended Plan of Reorganization. On January 10, 2019, hearings commenced to consider confirmation of the Plan of Reorganization. On January 17, 2019, the Debtors came to agreement on the terms of the Legacy Plan Settlement (as defined below) with Wilmington Savings Fund Society, FSB (“WSFS”), solely in its capacity as successor indenture trustee to the 6.875% Senior Notes due 2018 and 7.25% Senior Notes due 2027 (together with the 5.50% Senior Notes due 2016, the “Legacy Notes”), and not in its individual capacity, and certain consenting Legacy Noteholders of all issues related to confirmation of our plan of reorganization, and on January 21, 2019 and January 22, 2019, the Debtors filed further modified versions of the fifth amended Plan of Reorganization. On January 22, 2019, the Bankruptcy Court entered an order confirming the Plan of Reorganization.

The Plan of Reorganization contemplates a restructuring of the Debtors that will reduce iHeartCommunications’ debt from approximately $16 billion to approximately $5.8 billion, and will result in the separation of CCOH from the Company, creating two independent companies.

~~Going Concern~~

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. ~~As noted above, Liabilities subject to compromise will be resolved in connection with~~During the Chapter 11 ~~Cases. The~~Cases, the Company’s ability to continue as a going concern iswas contingent upon the Company’s ability to successfully implement the Company’s Plan of Reorganization, among other factors. As a result of the ~~Chapter 11 Cases, the realization~~effectiveness and implementation of assets and the satisfaction of liabilities are subject to uncertainty. While operating as debtors-in-possession under Chapter 11, the Company may sell or otherwise dispose of or liquidate assets or settle liabilities, subject to the approval of the Bankruptcy Court or as otherwise permitted in the ordinary course of business, for amounts other than those reflected in the accompanying consolidated financial statements. Further, the Plan of Reorganization, ~~could materially change~~there is no longer substantial doubt about the amounts and classifications of assets and liabilities reported in the consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unableCompany's ability to continue as a going concern or as a consequence of the Chapter 11 Cases. As a result of our financial condition, the defaults under our debt agreements, and the risks and uncertainties surrounding the Chapter 11 Cases, substantial doubt exists that we will be able to continue as a going concern.

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Restricted Cash

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


(In thousands)	March 31, 2019		December 31, 2018		Successor Company		Predecessor Company
					June 30, 2019		December 31, 2018
Cash and cash equivalents	$	448,130	$	406,493	$	127,159	$	224,037
Restricted cash included in:
Other current assets	7,493		7,649		11,591		3,428
Other assets	13,965		16,192
Total cash, cash equivalents and restricted cash in the Statement of Cash Flows(1)	$	469,588	$	430,334	$	138,750	$	227,465

⁽¹⁾The Predecessor Company's Cash and cash equivalents, restricted cash included in other current assets and restricted cash included in other assets as of December 31, 2018 in the table above exclude $202.9 million classified as current and long-term assets of CCOH.

New Accounting Pronouncements Recently Adopted

Leases

The Company adopted ASU No. 2016-02, which created ASC 842, Leases, and all subsequent ASUs relating to this Topic, as of January 1, 2019 (collectively, "ASC 842"). This new lease accounting standard, which supersedes previous lease accounting guidance under U.S. GAAP, results in significant changes to the balance sheets of lessees, most significantly by requiring the recognition of a right-of-use ("ROU") asset and lease liability by lessees for those leases classified as operating leases. Lessor

~~IHEARTMEDIA, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

accounting is also updated to align with certain changes in the lessee model and the revenue recognition standard ("ASC Topic 606"), which was adopted in 2018.

The Company applied the transition provisions of this standard at January 1, 2019 following the optional transition method provided by ASU No. 2018-11; consequently, the consolidated financial statements and notes to the consolidated financial statements for periods before the date of adoption continue to be presented in accordance with ASC Topic 840. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed us to not reassess whether expired or existing contracts are or contain leases and to carry forward the historical lease classification for those leases that commenced prior to the date of adoption.

Upon adoption of ASC 842, prepaid and deferred rent balances, which were historically presented separately, were combined and presented net within the ROU asset. Additionally, deferred gains related to previous transactions that were historically accounted for as sale and operating leasebacks in accordance with ASC Topic 840 were eliminated and recognized as a cumulative-effect adjustment to equity, resulting in an increase to equity, net of tax, of $128.9 million. Under ASC Topic 840, such gains were recognized ratably over the lease term as a credit to operating lease expense, and operating lease expense for the three and six months ended ~~March 31,~~June 30, 2018 included ~~a credit~~credits of ~~$1.5~~$1.3 million and $2.6 million, respectively, for the amortization of these gains, which ~~was~~were not recognized in the ~~three months ended March 31, 2019.~~Period from May 2, 2019 through June 30, 2019 (Successor), the Period from April 1, 2019 through May 1, 2019 (Predecessor) and the Period from January 1, 2019 through May 1, 2019 (Predecessor).

Adoption of the new standard had a material impact on our consolidated balance sheets, but it did not have a material impact on our other consolidated financial statements. Additionally, the standard requires disclosures to meet the objective of enabling users of the financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. Refer to Note 2,5, Revenue, and Note 3,6, Leases, for more information.

Intangible Assets and Goodwill

During the first quarter of 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350). This update ~~eliminates~~eliminated the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Entities ~~will~~are required to 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

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

early adopted the proposed guidance under ASU 2017-04 beginning on January 1, 2019 on a prospective basis. The implementation of ASU 2017-04 did not have a material impact on our consolidated financial statements and related disclosures.

During the third quarter of 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. This update requires that a customer in a cloud computing arrangement that is a service contract follow the internal use software guidance in Accounting Standards Codification (ASC) 350-402 to determine which implementation costs to capitalize as assets. The standard is effective for fiscal years beginning after December 15, 2019. The Company early adopted the proposed guidance under ASU ~~2017-04~~2018-15 beginning on January 1, 2019 on a prospective basis. The implementation of ASU ~~2017-04~~2018-15 did not have a material impact on our consolidated financial statements and related disclosures.

NOTE 2 ~~– REVENUE~~- EMERGENCE FROM VOLUNTARY REORGANIZATION UNDER CHAPTER 11 PROCEEDINGS

Plan of Reorganization

As described in Note 1, on March 14, 2018, the Company and the other Debtors filed the Chapter 11 Cases and on April 28, 2018, the Company and the other Debtors filed a plan of reorganization, which was subsequently amended as the Plan of Reorganization and was confirmed on January 22, 2019. The ~~Company generates revenue~~Debtors then emerged from ~~several sources:~~

~~The primary source~~bankruptcy upon effectiveness of ~~revenue~~the Plan of Reorganization on May 1, 2019 (the “Effective Date”). Capitalized terms not defined in this report are defined in the ~~iHM segment is~~Plan of Reorganization.

On or following the ~~sale~~Effective Date and pursuant to the Plan of ~~local~~Reorganization, the following occurred:


▪	Clear Channel Outdoor Holdings, Inc. (“CCOH”) was separated from, and ceased to be controlled by iHeartCommunications and its subsidiaries.


▪	The existing indebtedness of iHeartCommunications of approximately $16 billion was discharged, the Company entered into the Term Loan Facility ($3,500 million) and issued Senior Secured Notes ($800 million) and Senior Unsecured Notes ($1,450 million), collectively the “Successor Emergence Debt.”


▪	The Company adopted an amended and restated certificate of incorporation and bylaws.

▪

Shares of the Predecessor Company’s issued and outstanding common stock immediately prior to the Effective Date were canceled, and on the Effective Date, reorganized iHeartMedia issued an aggregate of 56,861,941 shares of iHeartMedia Class A common stock, 6,947,567 shares of Class B common stock and special warrants to purchase 81,453,648 shares of Class A common stock or Class B common stock were issued to holders of claims pursuant to the Plan of Reorganization.


▪	The following classes of claims received the Successor Emergence Debt and 99.1% of the new equity, as defined in the Plan of Reorganization:


▪	Secured Term Loan / 2019 PGN Claims (Class 4)


▪	Secured Non-9.0% PGN Due 2019 Claims Other Than Exchange 11.25% PGN Claims (Class 5A)


▪	Secured Exchange 11.25% PGN Claims (Class 5B)


▪	iHC 2021 / Legacy Notes Claims (Class 6)


▪	Guarantor Funded Debt against other Guarantor Debtors Other than CCH and TTWN (Class 7)


▪	The holders of the Guarantor Funded Debt Unsecured Claims Against CCH (Class 7F) received their Pro Rata share of 100 percent of the CCOH Interests held by the Debtors and CC Finco, LLC and Broader Media, LLC. Refer to the discussion below regarding the Separation Transaction.


▪	Settled the following classes of claims in cash:


–	General Unsecured Claims Against Non-Obligor Debtors (Class 7A); paid in full

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


–	General Unsecured Claims Against TTWN Debtors (Class 7B); paid in full


–	iHC Unsecured Claims (Class 7D); paid 14.44% of allowed claim


–	Guarantor General Unsecured Claims (Class 7G); paid minimum of 45% and maximum of 55% of allowed claim


▪	The CCOH Due From Claims (Class 8) represent the negotiated claim between iHeartMedia and CCOH, which was settled in cash on the date of emergence at 14.44%.


▪	The Predecessor Company’s common stockholders (Class 9) received their pro rata share of 1% of the new common stock; provided that 0.1% of the new common stock that otherwise would have been distributed to the Company's former sponsors was instead distributed to Holders Legacy Notes Claims.


▪	The Company entered into a new $450.0 million ABL Facility, which was undrawn at emergence.


▪	The Company funded the Guarantor General Unsecured Recovery Cash Pool for $17.5 million in order to settle the Class 7G General Unsecured Claims.


▪	The Company funded the Professional Fee Escrow Account.

▪

On the Effective Date, the iHeartMedia, Inc. 2019 Equity Incentive Plan (the “Post-Emergence Equity Plan”) became effective. The Post-Emergence Equity Plan allows the Company to grant stock options and restricted stock units representing up to 12,770,387 shares of Class A common stock for key members of management and service providers and up to 1,596,298 for non-employee members of the board of directors. The amounts of Class A common stock reserved under the Post-Emergence Equity Plan were equal to 8% and 1%, respectively, of the Company’s fully-diluted and distributed shares of Class A common stock as of the Effective Date.

In addition, as part of the Separation, iHeartCommunications and ~~national advertising on~~CCOH consummated the Company’s broadcast radio stations, its iHeartRadio digital platforms, station websites, sponsorships and live events. This segment also generates revenues from traffic and weather data, syndicated content, and other miscellaneous transactions.following transactions:

~~The Americas outdoor and International outdoor segments generate revenue primarily from the sale of advertising space on printed and digital out-of-home advertising displays.~~


▪	the cash sweep agreement under the then-existing corporate services agreement and any agreements or licenses requiring royalty payments to iHeartMedia by CCOH for trademarks or other intellectual property (“Trademark License Fees”) were terminated;

▪

iHeartCommunications, iHeartMedia, iHeartMedia Management Services, Inc. and CCOH entered into a transition services agreement (the “Transition Services Agreement”) pursuant to which, the Company or its subsidiaries will provide administrative services historically provided to CCOH by iHeartCommunications for a period of one year after the Effective Date, which may be extended under certain circumstances;


▪	the Trademark License Fees charged to CCOH during the post-petition period were waived by iHeartMedia;


▪	iHeartMedia contributed the rights, title and interest in and to all tradenames, trademarks, service marks, common law marks and other rights related to the Clear Channel tradename (the “CC Intellectual Property”) to CCOH;

▪

iHeartMedia paid $115.8 million to CCOH, which consisted of the $149.0 million payment by iHeartCommunications to CCOH as CCOH’s recovery of its claims under the Due from iHeartCommunications Note, partially offset by the $33.2 million net amount payable to iHeartCommunications under the post-petition intercompany balance between iHeartCommunications and CCOH after adjusting for the post-petition Trademark License Fees which were waived as part of the settlement agreement;

▪

iHeartCommunications entered into a revolving loan agreement with Clear Channel Outdoor, LLC (“CCOL”) and Clear Channel International, Ltd., wholly-owned subsidiaries of CCOH, to provide a line of credit in an aggregate amount not to exceed $200 million at the prime rate of interest, which was terminated by CCOL on July 30, 2019 in connection with the closing of an underwritten public offering of common stock by CCOH; and


▪	iHeart Operations, Inc. issued $60.0 million in preferred stock to a third party for cash (see Note 8 - Long-term Debt).

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

IHEARTMEDIA, INC. AND SUBSIDIARIES ~~(DEBTOR-IN-POSSESSION)~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 3 - FRESH START ACCOUNTING

Fresh Start

In connection with the Company's emergence from bankruptcy and in accordance with ASC 852, the Company qualified for and adopted fresh start accounting on the Effective Date. The Company was required to adopt fresh start accounting because (i) the holders of existing voting shares of the Predecessor Company received less than 50% of the voting shares of the Successor Company and (ii) the reorganization value of the Company's assets immediately prior to confirmation of the Plan of Reorganization was less than the post-petition liabilities and allowed claims.

In accordance with ASC 852, with the application of fresh start accounting, the Company allocated its reorganization value to its individual assets based on their estimated fair values in conformity with ASC 805, "Business Combinations." The reorganization value represents the fair value of the Successor Company's assets before considering liabilities. The excess reorganization value over the fair value of identified tangible and intangible assets is reported as goodwill. As a result of the application of fresh start accounting and the effects of the implementation of the Plan of Reorganization, the consolidated financial statements after May 1, 2019 are not comparable with the consolidated financial statements as of or prior to that date.

Reorganization Value

As set forth in the Plan of Reorganization and the Disclosure Statement, the enterprise value of the Successor Company was estimated to be between $8.0 billion and $9.5 billion. Based on the estimates and assumptions discussed below, the Company estimated the enterprise value to be $8.75 billion, which is the mid-point of the range of enterprise value.

Management estimated the enterprise value of the Successor Company utilizing the selected publicly traded companies analysis approach, the discounted cash flow analysis (“DCF”) approach and the selected transactions analysis approach. The use of each approach provides corroboration for the other approaches. To estimate enterprise value utilizing the selected publicly traded companies analysis method, management applied valuation multiples, derived from the operating data of publicly-traded benchmark companies to the same operating data of the Company. The selected publicly traded companies analysis identified a group of comparable companies giving consideration to lines of business and markets served, size and geography. The valuation multiples were derived based on historical and projected financial measures of revenue and earnings before interest, taxes, depreciation and amortization and applied to projected operating data of the Company.

To estimate enterprise value utilizing the discounted cash flow method, management established an estimate of future cash flows for the period 2019 to 2022 with a terminal value and discounted the estimated future cash flows to present value. The expected cash flows for the period 2019 to 2022 with a terminal value were based upon certain financial projections and assumptions provided to the Bankruptcy Court. The expected cash flows for the period 2019 to 2022 were derived from earnings forecasts and assumptions regarding growth and margin projections, as applicable. A terminal value was included, calculated using the terminal multiple method, which estimates a range of values at which the Successor Company will be valued at the end of the Projection Period based on applying a terminal multiple to final year OIBDAN, which is defined as consolidated operating income adjusted to exclude non-cash compensation expenses included within corporate expenses, as well as Depreciation and amortization, Impairment charges and Other operating income (expense), net.

To estimate enterprise value utilizing the selected transactions analysis, management applied valuation multiples derived from an analysis of consideration paid and net debt assumed from publicly disclosed merger or acquisition transactions to the broadcast cash flows of the Successor Company. The selected transactions analysis identified companies and assets involved in publicly disclosed merger and acquisition transactions for which the targets had operating and financial characteristics comparable in certain respects to the Successor Company.

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following table reconciles the enterprise value per the Plan of Reorganization to the implied value (for fresh start accounting purposes) of the Successor common stock as of the Effective Date:



(In thousands, except per share data)
Enterprise Value	$	8,750,000
Plus:
Cash and cash equivalents	63,142
Less:
Debt issued upon emergence	(5,748,178		)
Finance leases and short-term notes	(61,939		)
Mandatorily Redeemable Preferred Stock	(60,000		)
Changes in deferred tax liabilities⁽¹⁾	(163,910		)
Noncontrolling interest	(8,943		)
Implied value of Successor common stock	$	2,770,172

Shares issued upon emergence⁽²⁾	145,263
Per share value	$	19.07

⁽¹⁾Difference in the assumed effect of deferred taxes in the calculation of enterprise value versus the actual effect of deferred taxes as of May 1.

⁽²⁾Includes the Class A Common Stock, Class B Common Stock and Special Warrants issued at emergence.

The reconciliation of the Company’s enterprise value to reorganization value as of the Effective Date is as follows:



(In thousands)
Enterprise Value	$	8,750,000
Plus:
Cash and cash equivalents	63,142
Current liabilities (excluding Current portion of long-term debt)	426,944
Deferred tax liability	596,850
Other long-term liabilities	54,393
Noncurrent Operating lease obligations	818,879
Reorganization Value	$	10,710,208

Consolidated Balance Sheet

The adjustments set forth in the following consolidated balance sheet as of May 1, 2019 reflect the effect of the Separation (reflected in the column "Separation of CCOH Adjustments"), the consummation of the transactions contemplated by the Plan of Reorganization that are incremental to the Separation (reflected in the column "Reorganization Adjustments") and the fair value adjustments as a result of applying fresh start accounting (reflected in the column "Fresh Start Adjustments"). The explanatory notes highlight methods used to determine fair values or other amounts of the assets and liabilities, as well as significant assumptions or inputs.

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



(In thousands)				Separation of CCOH Adjustments				Reorganization Adjustments				Fresh Start Adjustments
	Predecessor			(A)				(B)				(C)				Successor
CURRENT ASSETS
Cash and cash equivalents	$	175,811		$	—			$	(112,669	)	(1)	$	—			$	63,142
Accounts receivable, net	748,326			—				—				(10,810		)	(1)	737,516
Prepaid expenses	127,098			—				—				(24,642		)	(2)	102,456
Other current assets	22,708			—				8,125			(2)	(1,668		)	(3)	29,165
Current assets of discontinued operations	1,000,753			(1,000,753		)	(1)	—				—
Total Current Assets	2,074,696			(1,000,753		)		(104,544		)		(37,120		)		932,279
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, net	499,001			—				—				333,991			(4)	832,992
INTANGIBLE ASSETS AND GOODWILL
Indefinite-lived intangibles - licenses	2,326,626			—				—				(44,906		)	(5)	2,281,720
Other intangibles, net	104,516			—				—				2,240,890			(5)	2,345,406
Goodwill	3,415,492			—				—				(92,127		)	(5)	3,323,365
OTHER ASSETS
Operating lease right-of-use assets	355,826			—				—				554,278			(6)	910,104
Other assets	139,409			—				(384		)	(3)	(54,683		)	(2)	84,342
Long-term assets of discontinued operations	5,351,513			(5,351,513		)	(1)	—				—				—
Total Assets	$	14,267,079		$	(6,352,266	)		$	(104,928	)		$	2,900,323			$	10,710,208
CURRENT LIABILITIES
Accounts payable	$	41,847		$	—			$	3,061		(4)	$	—			$	44,908
Current operating lease liabilities	470			—				31,845			(7)	39,092			(6)	71,407
Accrued expenses	208,885			—				(32,250		)	(5)	2,328			(9)	178,963
Accrued interest	462			—				(462		)	(6)	—				—
Deferred revenue	128,452			—				—				3,214			(7)	131,666
Current portion of long-term debt	46,618			—				6,529			(7)	40			(6)	53,187
Current liabilities of discontinued operations	999,778			(999,778		)	(1)	—				—				—
Total Current Liabilities	1,426,512			(999,778		)		8,723				44,674				480,131
Long-term debt	—			—				5,758,516			(8)	(1,586		)	(8)	5,756,930
Series A Mandatorily Redeemable Preferred Stock	—			—				60,000			(9)	—				60,000
Noncurrent operating lease liabilities	828			—				398,154			(7)	419,897			(6)	818,879
Deferred income taxes	—			—				575,341			(10)	185,419			(10)	760,760
Other long-term liabilities	121,081			—				(64,524		)	(11)	(2,164		)	(7)	54,393
Liabilities subject to compromise	16,770,266			—				(16,770,266		)	(7)	—				—
Long-term liabilities of discontinued operations	7,472,633			(7,472,633		)	(1)	—				—				—
Commitments and contingent liabilities (Note 9)
STOCKHOLDERS’ EQUITY (DEFICIT)
Noncontrolling interest	13,584			(13,199		)	(1)	—				8,558			(11)	8,943
Predecessor common stock	92			—				(92		)	(12)	—				—
Successor Class A Common Stock	—			—				57			(13)	—				57
Successor Class B Common Stock	—			—				7			(13)	—				7
Predecessor additional paid-in capital	2,075,130			—				(2,075,130		)	(12)	—				—
Successor additional paid-in capital	—							2,770,108			(13)	—				2,770,108
Accumulated deficit	(13,288,497		)	1,825,531			(1)	9,231,616			(14)	2,231,350			(12)	—
Accumulated other comprehensive loss	(321,988		)	307,813			(1)	—				14,175			(12)	—
Cost of share held in treasury	(2,562		)	—				2,562			(12)	—				—
Total Stockholders' Equity (Deficit)	(11,524,241		)	2,120,145				9,929,128				2,254,083				2,779,115
Total Liabilities and Stockholders' Equity (Deficit)	$	14,267,079		$	(6,352,266	)		$	(104,928	)		$	2,900,323			$	10,710,208

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

A. Separation of CCOH Adjustments

(1) On May 1, 2019, as part of the Separation, the outstanding shares of both classes of CCOH common stock were consolidated such that CCH held all of the outstanding CCOH Class A common stock that was held by subsidiaries of iHeartCommunications, through a series of share distributions by other subsidiaries that held CCOH common stock and a conversion of CCOH Class B common stock that CCH held to CCOH Class A common stock. Prior to the Separation, iHeartCommunications owned approximately 89.1% of the economic rights and approximately 99% of the voting rights of CCOH. To complete the Separation, CCOH merged with and into CCH, with CCH surviving the merger and changing its name to Clear Channel Outdoor Holdings, Inc. (“New CCOH”), and pre-merger shares of CCOH Class A common stock (other than shares of CCOH Class A common stock held by CCH or any direct or indirect wholly-owned subsidiary of CCH) were converted into an equal number of shares of post-merger common stock of New CCOH. iHeartCommunications transferred the post-merger common stock of New CCOH it held to Claimholders pursuant to the Plan of Reorganization but retained 31,269,762 shares. Such retained shares were distributed to two affiliated Claimholders on July 18, 2019. Upon completion of the merger and Separation New CCOH became an independent public company. Upon distribution of the shares held by iHeartCommunications, the Company does not hold any ownership interest in CCOH.

The assets and liabilities of CCOH have been classified as discontinued operations. The discontinued operations reflect the assets and liabilities of CCOH, which are presented as discontinued operations as of the Effective Date. CCOH’s assets and liabilities are adjusted to: (1) eliminate the balance on the Due from iHeartCommunications Note and the balance on the intercompany payable due to iHeartCommunications from CCOH’s consolidated balance sheet, which are intercompany amounts that were eliminated in consolidation; (2) eliminate CCOH’s Noncontrolling interest and treasury shares; and (3) eliminate other intercompany balances.

B. Reorganization Adjustments

In accordance with the Plan of Reorganization, the following adjustments were made:


(1)	The table below reflects the sources and uses of cash on the Effective Date from implementation of the Plan:



(In thousands)
Cash at May 1, 2019 (excluding discontinued operations)	$	175,811
Sources:
Proceeds from issuance of Mandatorily Redeemable Preferred Stock	$	60,000
Release of restricted cash from other assets into cash	3,428
Total sources of cash	$	63,428
Uses:
Payment of Mandatorily Redeemable Preferred Stock issuance costs	$	(1,513	)
Payment of New Term Loan Facility to settle certain creditor claims	(1,822		)
Payments for Emergence debt issuance costs	(7,213		)
Funding of the Guarantor General Unsecured Recovery Cash Pool	(17,500		)
Payments for fully secured claims and general unsecured claims	(1,990		)
Payment of contract cure amounts	(15,763		)
Payment of consenting stakeholder fees	(4,000		)
Payment of professional fees	(85,091		)	(a)
Funding of Professional Fees Escrow Account	(41,205		)	(a)
Total uses of cash	$	(176,097	)
Net uses of cash	$	(112,669	)
Cash upon emergence	$	63,142

(a) Approximately $30.5 million of professional fees paid at emergence were accrued as of May 1, 2019. These payments also reflect both the payment of Success fees for $86.1 million and other professionals paid directly at emergence.

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(2)

Pursuant to the terms of the Plan of Reorganization, on the Effective Date, the Company funded the Guarantor General Unsecured Recovery Cash Pool account in the amount of $17.5 million, which was reclassified as restricted cash within Other current assets. The Company made payments of $6.0 million through the Cash Pool at the time of emergence. Additionally, $3.4 million of restricted cash previously held to pay critical utility vendors was reclassified to cash.

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


(3)	Reflects the write-off of prepaid expenses related to the $2.3 million of prepaid premium for Predecessor Company's director and officer insurance policy, offset by the accrual of future reimbursements of $1.9 million for negotiated discounts related to the professional fee escrow account.

(4) Reflects the reinstatement of $3.1 million of accounts payable included within Liabilities subject to compromise to be satisfied in the ordinary course of business.


(5)	Reflects the reduction of accrued expenses related to the $21.2 million of professional fees paid directly, $9.3 million of professional fees paid through the Professional Fee Escrow Account and other accrued expense items. Additionally, the Company reinstated accrued expenses included within Liabilities subject to compromise to be satisfied in the ordinary course of business.



(In thousands)
Reinstatement of accrued expenses	$	551
Payment of professional fees	(21,177		)
Payment of professional fees through the escrow account	(9,260		)
Impact on other accrued expenses	(2,364		)
Net impact on Accrued expenses	$	(32,250	)


(6)	Reflects the write-off of the DIP facility accrued interest associated with the DIP facility fees paid at emergence.


(7)	As part of the Plan of Reorganization, the Bankruptcy Court approved the settlement of claims reported within Liabilities subject to compromise in the Company's Consolidated balance sheet at their respective allowed claim amounts.

The table below indicates the disposition of Liabilities subject to compromise:



(In thousands)
Liabilities subject to compromise pre-emergence	$	16,770,266
To be reinstated on the Effective Date:
Deferred taxes	$	(596,850	)
Accrued expenses	(551		)
Accounts payable	(3,061		)
Finance leases and other debt	(16,867		)	(a)
Current operating lease liabilities	(31,845		)
Noncurrent operating lease liabilities	(398,154		)
Other long-term liabilities	(14,518		)	(b)
Total liabilities reinstated	$	(1,061,846	)
Less amounts settled per the Plan of Reorganization
Issuance of new debt	$	(5,750,000	)
Payments to cure contracts	(15,763		)
Payments for settlement of general unsecured claims from escrow account	(5,822		)
Payments for fully secured and other claim classes at emergence	(1,990		)
Equity issued at emergence to creditors in settlement of Liabilities subject to Compromise	(2,742,471		)
Total amounts settled	(8,516,046		)
Gain on settlement of Liabilities Subject to Compromise	$	7,192,374

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(a) Includes finance lease liabilities and other debt of $6.6 million and $10.3 million classified as current and long-term debt, respectively.

(b) Reinstatement of Other long-term liabilities were as follows:



(In thousands)
Reinstatement of long-term asset retirement obligations	$	3,527
Reinstatement of non-qualified deferred compensation plan	10,991
Total reinstated Other long-term liabilities	$	14,518


(8)	The exit financing consists of the New Term Loan Facility of approximately $3.5 billion and New Senior Secured Notes totaling $800 million, both maturing seven years from the date of issuance, New Senior Unsecured Notes totaling $1.45 billion, maturing eight years from the date of issuance, and a $450 million New ABL Facility with no amount drawn at emergence, which matures on June 14, 2023.

Upon Emergence, the Company paid cash of $1.8 million to settle certain creditor claims for which claims were designated to receive term loan facilities pursuant to the Plan.

The remaining $10.3 million is related to the reinstatement of the Long-term portion of finance leases and other debt as described above.



(In thousands)	Term	Interest Rate	Amount
Term Loan Facility	7 years	Libor + 4.00%	$	3,500,000
Senior Secured Notes	7 years	6.375%	800,000
Senior Unsecured Notes	8 years	8.375%	1,450,000
Asset-based Revolving Credit Facility	4 years	Varies^(a)	—
Total Long-Term Debt - Exit Financing			$	5,750,000
Less:
Payment of Term Loan Facility to settle certain creditor claims			(1,822		)
Net proceeds from exit financing at emergence			$	5,748,178
Long-term portion of finance leases and other debt reinstated			10,338
Net impact on Long-term debt			$	5,758,516

(a)

Borrowings under the ABL Facility bear interest at a rate per annum equal to the applicable rate plus, at iHeartCommunications’ option, either (x) a eurocurrency rate or (y) a base rate. The applicable margin for borrowings under the ABL Facility range from 1.25% to 1.75% for eurocurrency borrowings and from 0.25% to 0.75% for base-rate borrowings, in each case, depending on average excess availability under the ABL Facility based on the most recently delivered borrowing base certificate.


(9)	Reflects the issuance by iHeart Operations of $60.0 million in aggregate liquidation preference of its Series A Perpetual Preferred Stock, par value $0.001 per share. On May 1, 2029, the shares of the Preferred Stock will be subject to mandatory redemption for $60.0 million in cash, plus any accrued and unpaid dividends, unless waived by the holders of the Preferred Stock.

(10) Reflects the reinstatement of deferred tax liabilities included within Liabilities subject to compromise of $596.9 million, offset by an adjustment to net deferred tax liabilities of $21.5 million. Upon emergence from bankruptcy proceedings under Chapter 11 of the Bankruptcy Code, iHeartMedia’s federal and state net operating loss carryforwards are expected to be reduced in accordance with Section 108 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), due to cancellation of debt income, which is excluded from U.S. federal taxable income. The estimated remaining deferred tax assets attributed federal and state net operating loss carryforwards upon emergence totaled $114.9 million. The adjustments reflect a reduction

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

in deferred tax assets for federal and state net operating loss carryforwards as described above, a reduction in deferred tax liabilities attributed to long-term debt as a result of the restructuring of our indebtedness upon Emergence and a reduction in valuation allowance.

(11) Reflects the reinstatement of Other long-term liabilities from Liabilities subject to compromise, offset by the reduction of liabilities for unrecognized tax benefits classified as Other long-term liabilities that were discharged and effectively settled upon Emergence.



(In thousands)
Reinstatement of long-term asset retirement obligations	$	3,527
Reinstatement of non-qualified pension plan	10,991
Reduction of liabilities for unrecognized tax benefits	(79,042		)
Net impact to Other long-term liabilities	$	(64,524	)

(12) Pursuant to the terms of the Plan of Reorganization, as of the Effective Date, all Predecessor common stock and stock-based compensation awards were canceled without any distribution. As a result of the cancellation, the Company recognized $1.5 million in compensation expense related to the unrecognized portion of share-based compensation as of the Effective Date.

(13) Reflects the issuance of Successor Company equity, including the issuance of 56,861,941 shares of iHeartMedia Class A common stock, 6,947,567 shares of Class B common stock and special warrants to purchase 81,453,648 shares of Class A common stock or Class B common stock in exchange for claims against or interests in iHeartMedia pursuant to the Plan of Reorganization.



(In thousands)
Equity issued to Class 9 Claim holders (prior equity holders)	$	27,701
Equity issued to creditors in settlement of Liabilities subject to compromise	2,742,471
Total Equity issued at emergence	$	2,770,172

(14) The table reflects the cumulative impact of the reorganization adjustments discussed above:



(In thousands)
Gain on settlement of Liabilities subject to compromise	$	7,192,374
Payment of professional fees upon emergence	(11,509		)
Payment of success fees upon emergence	(86,065		)
Cancellation of unvested stock-based compensation awards	(1,530		)
Cancellation of Predecessor prepaid director and officer insurance policy	(2,331		)
Write-off of debt issuance and Mandatorily Redeemable Preferred Stock costs incurred at Emergence	(8,726		)
Total Reorganization items, net	$	7,082,213

Income tax benefit	$	102,914
Cancellation of Predecessor Equity	2,074,190			(a)
Issuance of Successor Equity to prior equity holders	(27,701		)
Net Impact on Accumulated deficit	$	9,231,616

(a) This value is reflective of Predecessor common stock, Additional paid in capital and the recognition of $1.5 million in compensation expense related to the unrecognized portion of share-based compensation, less Treasury stock.

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

C. Fresh Start Adjustments

We have applied fresh start accounting in accordance with ASC 852. Fresh start accounting requires the revaluation of our assets and liabilities to fair value, including both existing and new intangible assets, such as FCC licenses, developed technology, customer relationships and tradenames. Fresh start accounting also requires the elimination of all predecessor earnings or deficits in Accumulated deficit and Accumulated other comprehensive loss. These adjustments reflect the actual amounts recorded as of the Effective Date.


(1)	Reflects the fair value adjustment as of May 1, 2019 made to accounts receivable to reflect management's best estimate of the expected collectability of accounts receivable balances.

(2)

Reflects the fair value adjustment as of May 1, 2019 to eliminate certain prepaid expenses related to software implementation costs and other upfront payments. The Company historically incurred third-party implementation fees in connection with installing various cloud-based software products, and these amounts were recorded as prepaid expenses and recognized as a component of selling, general and administrative expense over the term of the various contracts. The Company determined that the remaining unamortized costs related to such implementation fees do not provide any rights that result in future economic benefits. In addition, the Company pays signing bonuses to certain of its on-air personalities, and these amounts were recorded as prepaid expenses and recognized as a component of Direct operating expenses over the terms of the various contracts. To the extent these contracts do not contain substantive claw-back provisions, these prepaid amounts do not provide any enforceable rights that result in future economic benefits. Accordingly, the balances related to these contracts as of May 1, 2019 were adjusted to zero.

(3) Reflects the fair value adjustment to eliminate receivables related to tenant allowances per certain lease agreements. These receivables were incorporated into the recalculated lease obligations per ASC 842.

(4)

Reflects the fair value adjustment to recognize the Company’s property, plant and equipment as of May 1, 2019 based on the fair values of such property, plant and equipment. Property was valued using a market approach comparing similar properties to recent market transactions. Equipment and towers were valued primarily using a replacement cost approach. Internally-developed and owned software technology assets were valued primarily using the Royalty Savings Method, similar to the approach used in valuing the Company’s tradenames and trademarks. Estimated royalty rates were determined for each of the software technology assets considering the relative contribution to the Company’s overall profitability as well as available public market information regarding market royalty rates for similar assets. The selected royalty rates were applied to the revenue generated by the software technology assets. The forecasted cash flows expected to be generated as a result of the royalty savings were discounted to present value utilizing a discount rate considering overall business risks and risks associated with the asset being valued. For certain of the software technology assets, the Company used the cost approach which utilized historical financial data regarding development costs and expected future profit associated with the assets. The adjustment to the Company’s property, plant and equipment consists of a $182.9 million increase in tangible property and equipment and a $151.0 million increase in software technology assets

(5) Historical goodwill and other intangible assets have been eliminated and the Company has recognized certain intangible assets at estimated current fair values as part of the application of fresh start accounting, with the most material intangible assets being the FCC licenses related to the Company’s 854 radio stations. The Company has also recorded customer-related and marketing-related intangible assets, including the iHeart tradename.

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following table sets forth estimated fair values of the components of these intangible assets and their estimated useful lives:



(In thousands)	Estimated Fair Value				Estimated Useful Life
FCC licenses	$	2,281,720		(a)	Indefinite
Customer / advertiser relationships	1,643,670			(b)	5 - 15 years
Talent contracts	373,000			(b)	2 - 10 years
Trademarks and tradenames	321,928			(b)	7 - 15 years
Other	6,808			(c)
Total intangible assets upon emergence	4,627,126
Elimination of historical acquired intangible assets	$	(2,431,142	)
Fresh start adjustment to acquired intangible assets	2,195,984

(a) FCC licenses. The fair value of the indefinite-lived FCC licenses was determined primarily using the direct valuation method of the Income Approach and, for smaller markets a combination of the Income approach and the Market Approach. 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 FCC licenses.

Under the direct valuation method, the fair value of the FCC licenses was calculated at the market level as prescribed by ASC 350. The application of the direct valuation method attempts to isolate the income that is properly attributable to the FCC licenses 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. Under the direct valuation method, it is assumed that rather than acquiring FCC licenses as part of a going concern business, the buyer hypothetically obtains FCC licenses 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 FCC licenses. In applying the direct valuation method to the Company’s FCC licenses, the licenses are grouped by type (e.g. FM licenses vs. AM licenses) and market size in order to ensure appropriate assumptions are used in valuing the various FCC licenses based on population and demographics that influence the level of revenues generated by each FCC license, using industry projections. The key assumptions used in applying the direct valuation method include 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 (“WACC”) and terminal values. The WACC was calculated by weighting the required returns on interest-bearing debt and common equity capital in proportion to their estimated percentages based on a market participant capital structure.

For licenses valued using the Market Transaction Method, the Company used publicly available data, which included sales of comparable radio stations and FCC auction data involving radio broadcast licenses to estimate the fair value of FCC licenses. Similar to the application of the Income approach for the FCC licenses, the Company grouped licenses by type and market size for comparison to historical market transactions.

The historical book value of the FCC licenses as of May 1, 2019 was subtracted from the fair value of the FCC licenses to determine the adjustment to decrease the value of Indefinite-lived intangible assets-licenses by $44.9 million.

(b) Other intangible assets. Definite-lived intangible assets include customer/advertiser relationships, talent contracts for on-air personalities, trademarks and tradenames and other intangible assets. The Company engaged a third-party valuation firm to assist in developing the assumptions and determining the fair values of each of these assets.

For purposes of estimating the fair values of customer/advertiser relationships and talent contracts, the Company primarily utilized the Income Approach (specifically, the multi-period excess earnings method, or MPEEM) to

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

estimate fair value based on the present value of the incremental after-tax cash flows attributable only to the subject intangible assets after deducting contributory asset charges. The cash flows attributable to each grouping of customer/advertiser relationships were adjusted for the appropriate contributory asset charges (e.g., FCC licenses, working capital, tradenames, technology, workforce, etc.). The discount rate utilized to present-value the after-tax cash flows was selected based on consideration of the overall business risks and the risks associated with the specific assets being valued. Additionally, for certain advertiser relationships the Company used the Cost Approach using historical financial data regarding the sales, administrative and overhead expenses related to the Company’s selling efforts associated with revenue for both existing and new advertisers. The ratio of expenses for selling efforts to revenue was applied to total revenue from new customers to determine an estimated cost per revenue dollar of revenue generated by new customers. This ratio was applied to total revenue from existing customers to estimate the replacement cost of existing customer/advertiser relationships. The historical book value of customer/advertiser relationships as of May 1, 2019 was subtracted from the fair value of the customer/advertiser relationships determined as described above to determine the adjustment to increase the value of the customer/advertiser relationship intangible assets by $1,604.1 million.

For purposes of estimating the fair value of trademarks and tradenames, the Company primarily used the Royalty Savings Method, a variation of the Income approach. Estimated royalty rates were determined for each of the trademarks and tradenames considering the relative contribution to the Company’s overall profitability as well as available public information regarding market royalty rates for similar assets. The selected royalty rates were applied to the revenue generated by the trademarks and tradenames to determine the amount of royalty payments saved as a result of owning these assets. The forecasted cash flows expected to be generated as a result of the royalty savings were discounted to present value utilizing a discount rate considering overall business risks and risks associated with the asset being valued. The historical book values of talent contracts, trademarks and tradenames and other intangible assets as of May 1, 2019 were subtracted from the fair values determined as described above to determine the adjustments as follows:



Customer/advertiser relationships	$	1,604.1	million increase in value
Talent contracts	361.6		million increase in value
Trademarks and tradenames	274.4		million increase in value
Other	0.8		million increase in value
Total fair value adjustment	$	2,240.9	million increase in value

(c) Included within other intangible assets are permanent easements, which have an indefinite useful life. All other intangible assets are amortized over the respective lives of the agreements, or over the period of time the assets are expected to contribute directly or indirectly to the Company’s future cash flows.

The following table sets forth the adjustments to goodwill:



(In thousands)
Reorganization value	$	10,710,208
Less: Fair value of assets (excluding goodwill)	(7,386,843		)
Total goodwill upon emergence	3,323,365
Elimination of historical goodwill	(3,415,492		)
Fresh start adjustment to goodwill	$	(92,127	)

(6)

The operating lease obligation as of May 1, 2019 had been calculated using an incremental borrowing rate applicable to the Company while it was a debtor-in-possession before its emergence from bankruptcy. Upon application of fresh start accounting, the lease obligation was recalculated using the incremental borrowing rate applicable to the Company after emergence from bankruptcy and commensurate to its new capital structure. The incremental borrowing rate used decreased from 12.44% as of March 31, 2019 to 6.54% as of June 30, 2019. As a result of this decrease, the Company's Operating lease liabilities and

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

corresponding Operating lease right-of-use assets increased by $541.2 million to reflect the higher balances resulting from the application of a lower incremental borrowing rate. The Operating lease right-of-use-assets were further adjusted to reflect the resetting of the Company's straight-line lease calculation. In addition, the Company increased the Operating lease right-of-use assets to recognize $13.1 million related to the favorable lease contracts.

(7)

Reflects the fair value adjustment to adjust deferred revenue and other liabilities as of May 1, 2019 to its estimated fair value. The fair value of the deferred revenue was determined using the market approach and the cost approach. The market approach values deferred revenue based on the amount an acquirer would be required to pay a third party to assume the remaining performance obligations. The cost approach values deferred revenue utilizing estimated costs that will be incurred to fulfill the obligation plus a normal profit margin for the level of effort or assumption of risk by the acquirer. Additionally, a deferred gain was recorded at the time of the certain historical sale-leaseback transaction. During the implementation of ASC 842, the operating portion was written off as of January 1, 2019. The financing lease deferred gain remained. As part of fresh start accounting, this balance of $0.9 million was written off.

(8) Reflects the fair value adjustment to adjust Long-term debt as of May 1, 2019. This adjustment is to state the Company's finance leases and other pre-petition debt at estimated fair values.

(9) Reflects the fair value adjustment to adjust Accrued expenses as of May 1, 2019. This adjustment primarily relates to adjusting vacation accruals to estimated fair values.

(10) Reflects a net increase to deferred tax liabilities for fresh start adjustments attributed primarily to property, plant and equipment and intangible assets, the effects of which are partially offset by a decrease in the valuation allowance. The Company believes it is more likely than not that its deferred tax assets remaining after the Reorganization and Emergence will be realized based on taxable income from reversing deferred tax liabilities primarily attributable to property, plant and equipment and intangible assets.

(11) Reflects the adjustment as of May 1, 2019 to state the noncontrolling interest balance at estimated fair value.

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(12) The table below reflects the cumulative impact of the fresh start adjustments as discussed above:



(In thousands)
Fresh start adjustment to Accounts receivable, net	$	(10,810	)
Fresh start adjustment to Other current assets	(1,668		)
Fresh start adjustment to Prepaid expenses	(24,642		)
Fresh start adjustment to Property, plant and equipment, net	333,991
Fresh start adjustment to Intangible assets	2,195,984
Fresh start adjustment to Goodwill	(92,127		)
Fresh start adjustment to Operating lease right-of-use assets	554,278
Fresh start adjustment to Other assets	(54,683		)
Fresh start adjustment to Accrued expenses	(2,328		)
Fresh start adjustment to Deferred revenue	(3,214		)
Fresh start adjustment to Debt	1,546
Fresh start adjustment to Operating lease obligations	(458,989		)
Fresh start adjustment to Other long-term liabilities	2,164
Fresh start adjustment to Noncontrolling interest	(8,558		)
Total Fresh Start Adjustments impacting Reorganization items, net	$	2,430,944
Reset of Accumulated other comprehensive income	(14,175		)
Income tax expense	(185,419		)
Net impact to Accumulated deficit	$	2,231,350

Reorganization Items, Net

The tables below present the Reorganization items incurred and cash paid for Reorganization items as a result of the Chapter 11 Cases during the periods presented:



(In thousands)	Successor Company		Predecessor Company
	Period from May 2, 2019 through June 30,		Period from April 1, 2019 through May 1,			Three Months Ended June 30,
	2019		2019			2018
Write-off of deferred loans costs	$	—	$	—		$	(12,409	)
Write-off of original issue discount	—		—			—
Debtor-in-possession refinancing costs	—		—			(10,546		)
Professional fees and other bankruptcy related costs	—		(121,374		)	(45,785		)
Net gain on settlement of Liabilities subject to compromise	—		7,192,379			—
Impact of fresh start adjustments	—		2,430,944			—
Other items, net	—		(4,005		)	—
Reorganization items, net	$	—	$	9,497,944		$	(68,740	)

Cash payments for Reorganization items, net	$	13,049	$	149,346		$	5,723

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



(In thousands)	Successor Company		Predecessor Company
	Period from May 2, 2019 through June 30,		Period from January 1, 2019 through May 1,			Six Months Ended June 30,
	2019		2019			2018
Write-off of deferred loans costs	$	—	$	—		$	(67,079	)
Write-off of original issue discount	—		—			(131,100		)
Debtor-in-possession refinancing costs	—		—			(10,546		)
Professional fees and other bankruptcy related costs	—		(157,487		)	(52,070		)
Net gain on settlement of Liabilities subject to compromise	—		7,192,374			—
Impact of fresh start adjustments	—		2,430,944			—
Other items, net	—		(4,005		)	—
Reorganization items, net	$	—	$	9,461,826		$	(260,795	)

Cash payments for Reorganization items, net	$	13,049	$	183,291		$	5,875

As of June 30, 2019, $6.6 million of Reorganization items, net were unpaid and accrued in Accounts Payable and Accrued Expenses in the accompanying Consolidated Balance Sheet. As of June 30, 2018, $50.1 million of professional fees were unpaid and accrued in Accounts Payable and Accrued Expenses in the accompanying Consolidated Balance Sheet.

NOTE 4 - DISCONTINUED OPERATIONS

Discontinued operations relate to our domestic and international outdoor advertising businesses and were previously reported as the Americas outdoor and International outdoor segments prior to the Separation. Assets, liabilities, revenue, expenses and cash flows for these businesses are separately reported as assets, liabilities, revenue, expenses and cash flows from discontinued operations in the Company's financial statements for all periods presented.

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Financial Information for Discontinued Operations

Income Statement Information

The following shows the revenue, income (loss) from discontinued operations and gain (loss) on disposal of the Predecessor Company's discontinued operations for the periods presented:



(In thousands)	Predecessor Company
	Period from April 1, 2019 through May 1,			Three Months Ended June 30,			Period from January 1, 2019 through May 1,			Six Months Ended June 30,
	2019			2018			2019			2018
Revenue	$	217,450		$	711,980		$	804,566		$	1,310,378

Loss from discontinued operations before income taxes	$	(21,684	)	$	(28,476	)	$	(133,475	)	$	(107,357	)
Income tax benefit (expense)	50,830			(4,753		)	(6,933		)	(50,120		)
Income (loss) from discontinued operations, net of taxes	$	29,146		$	(33,229	)	$	(140,408	)	$	(157,477	)

Gain (loss) on disposals before income taxes	$	1,825,531		$	—		$	1,825,531		$	—
Income tax benefit (expense)	—			—			—			—
Gain (loss) on disposals, net of taxes	$	1,825,531		$	—		$	1,825,531		$	—

Income (loss) from discontinued operations, net of taxes	$	1,854,677		$	(33,229	)	$	1,685,123		$	(157,477	)

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Balance Sheet Information

The following table shows the classes of assets and liabilities classified as discontinued operations for the Predecessor Company as of December 31, 2018:



(In thousands)	Predecessor Company
	December 31, 2018
CURRENT ASSETS
Cash and cash equivalents	$	182,456
Accounts receivable	706,309
Prepaid expenses	95,734
Other current assets	31,301
Current assets of discontinued operations	$	1,015,800

LONG-TERM ASSETS
Structures, net	$	1,053,016
Property, plant and equipment, net	235,922
Indefinite-lived intangibles - permits	971,163
Other intangibles, net	252,862
Goodwill	706,003
Other assets	132,504
Long-term assets of discontinued operations	$	3,351,470

CURRENT LIABILITIES
Accounts payable	$	113,714
Accrued expenses	528,482
Accrued interest	2,341
Deferred income	85,052
Current portion of long-term debt	227
Current liabilities of discontinued operations	$	729,816

LONG-TERM LIABILITIES
Long-term debt	$	5,277,108
Deferred income taxes	335,015
Other long-term liabilities	260,150
Long-term liabilities of discontinued operations	$	5,872,273

In connection with the Separation, the Company and its subsidiaries entered into the agreements described below.

Transition Services Agreement

On the Effective Date, the Company, iHeartMedia Management Services, Inc. (“iHM Management Services”), iHeartCommunications and CCOH entered into a transition services agreement (the “Transition Services Agreement”), pursuant to which iHM Management Services has agreed to provide, or cause the Company, iHeartCommunications, iHeart Operations or any member of the iHeart Group to provide, CCOH with certain administrative and support services and other assistance which CCOH will utilize in the conduct of its business as such business was conducted prior to the Separation, for one year from the Effective Date (subject to certain rights of CCOH to extend up to one additional year, as described below). The transition services may include, among other things, (a) treasury, payroll and other financial related services, (b) certain executive officer services, (c) human resources and employee benefits, (d) legal and related services, (e) information systems, network and related services, (f) investment services and (g) procurement and sourcing support.

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The charges for the transition services are generally consistent with the Corporate Services Agreement, dated as of November 10, 2005, by and between iHeartMedia Management Services and CCOH (the “Corporate Services Agreement”), which governed the provision of certain services by the iHeart Group to the Outdoor Group prior to the Separation. The allocation of cost is based on various measures depending on the service provided, which measures include relative revenue, employee headcount, number of users of a service or other factors. CCOH may request an extension of the term for all services or individual services for one-month periods for up to an additional 12 months, and the price for transition services provided during such extended term will be increased for any service other than those identified in the schedules to the Transition Services Agreement as an “IT Service” or any other service the use and enjoyment of which requires the use of another IT Service.

CCOH may terminate the Transition Services Agreement with respect to all or any individual service, in whole or in part, upon 30 days’ prior written notice, provided that any co-dependent services must be terminated concurrently.

New Tax Matters Agreement

On the Effective Date, the Company entered into a new tax matters agreement (the “New Tax Matters Agreement”) by and among the Company, iHeartCommunications, iHeart Operations, CCH, CCOH and Clear Channel Outdoor, Inc., to allocate the responsibility of the Company and its subsidiaries, on the one hand, and the Outdoor Group, on the other, for the payment of taxes arising prior and subsequent to, and in connection with, the Separation.

The New Tax Matters Agreement requires that the Company and iHeartCommunications indemnify CCOH and its subsidiaries, and their respective directors, officers and employees, and hold them harmless, on an after-tax basis, from and against (i) any taxes other than transfer taxes or indirect gains taxes imposed on the Company or any of its subsidiaries (other than CCOH and its subsidiaries) in connection with the Separation, (ii) any transfer taxes and indirect gains taxes arising in connection with the Separation, and (iii) fifty percent of the amount by which the amount of taxes (other than transfer taxes or indirect gains taxes) imposed on CCOH or any of its subsidiaries in connection with the Separation that are paid to the applicable taxing authority on or before the third anniversary of the separation of CCOH exceeds $5 million, provided that, the obligations of the Company and iHeartCommunications to indemnify CCOH and its subsidiaries with respect taxes (other than transfer taxes or indirect gains taxes) imposed on CCOH or any of its subsidiaries in connection with the Separation will not exceed $15 million. In addition, if the Company or its subsidiaries use certain tax attributes of CCOH and its subsidiaries (including net operating losses, foreign tax credits and other credits) and such use results in a decrease in the tax liability of the Company or its subsidiaries, then the Company is required to reimburse CCOH for the use of such attributes based on the amount of tax benefit realized. The New Tax Matters Agreement provides that any reduction of the tax attributes of CCOH and its subsidiaries as a result of cancellation of indebtedness income realized in connection with the Chapter 11 Cases is not treated as a use of such attributes (and therefore does not require the Company or iHeartCommunications to reimburse CCOH for such reduction).

The New Tax Matters Agreement also requires that (i) CCOH indemnify the Company for any income taxes paid by the Company on behalf of CCOH and its subsidiaries or, with respect to any income tax return for which CCOH or any of its subsidiaries joins with the Company or any of subsidiaries in filing a consolidated, combined or unitary return, the amount of taxes that would have been incurred by CCOH and its subsidiaries if they had filed a separate return, and (ii) except as described in the preceding paragraph, CCOH indemnify the Company and its subsidiaries, and their respective directors, officers and employees, and hold them harmless, on an after-tax basis, from and against any taxes other than transfer taxes or indirect gains taxes imposed on CCOH or any of its subsidiaries in connection with the Separation.

Any tax liability of CCH attributable to any taxable period ending on or before the date of the completion of the Separation, other than any such tax liability resulting from CCH’s being a successor of CCOH in connection with the merger of CCOH with and into CCOH or arising from the operation of the business of CCOH and its subsidiaries after the merger of CCOH with and into CCH, will not be treated as a liability of CCOH and its subsidiaries for purposes of the New Tax Matters Agreement.

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 5 – REVENUE

Disaggregation of Revenue

The following table shows revenue streams for the Successor Company for the Period from May 2, 2019 through June 30, 2019:



Successor Company
(In thousands)	Audio		Audio and Media Services		Eliminations			Consolidated
Period from May 2, 2019 through June 30, 2019
Revenue from contracts with customers:
Broadcast Radio⁽¹⁾	$	390,540	$	—	$	—		$	390,540
Digital⁽²⁾	64,238		—		(132		)	64,106
Networks⁽³⁾	105,426		—		—			105,426
Sponsorship and Events⁽⁴⁾	31,790		—		—			31,790
Audio and Media Services⁽⁵⁾	—		40,537		(989		)	39,548
Other⁽⁶⁾	3,957		—		—			3,957
Total	595,951		40,537		(1,121		)	635,367
Revenue from leases⁽⁷⁾	279		—		—			279
Revenue, total	$	596,230	$	40,537	$	(1,121	)	$	635,646


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


⁽²⁾	Digital revenue is generated through the sale of streaming and display advertisements on digital platforms, subscriptions to iHeartRadio streaming services, podcasting and the dissemination of other digital content.


⁽³⁾	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.


⁽⁴⁾	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.

⁽⁵⁾

Audio and media services revenue is generated by services provided to broadcast industry participants through the Company’s Katz Media Group and Radio Computing Services (“RCS”) businesses. As a media representation firm, Katz Media Group generates revenue via commissions on media sold on behalf of the radio and television stations that it represents, while RCS generates revenue by providing broadcast and webcast software and technology and services to radio stations, television music channels, cable companies, satellite music networks and Internet stations worldwide.


⁽⁶⁾	Other revenue represents fees earned for miscellaneous services, including on-site promotions, activations, and local marketing agreements.


⁽⁷⁾	Revenue from leases is primarily generated by the lease of towers to other media companies, which are all categorized as operating leases.

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following table shows revenue streams from continuing operations for the Predecessor Company. The presentation of amounts in the Predecessor periods has been revised to conform to the Successor period presentation.



Predecessor Company
(In thousands)	Audio⁽¹⁾		Audio and Media Services⁽¹⁾		Eliminations			Consolidated
Period from April 1, 2019 through May 1, 2019
Revenue from contracts with customers:
Broadcast Radio	$	170,632	$	—	$	—		$	170,632
Digital	26,840		—		(56		)	26,784
Networks	50,889		—		—			50,889
Sponsorship and Events	10,617		—		—			10,617
Audio and Media Services	—		17,970		(701		)	17,269
Other	1,197		—		—			1,197
Total	260,175		17,970		(757		)	277,388
Revenue from leases	286		—		—			286
Revenue, total	$	260,461	$	17,970	$	(757	)	$	277,674

Three Months Ended June 30, 2018
Revenue from contracts with customers:
Broadcast Radio	$	568,968	$	—	$	—		$	568,968
Digital	68,574		—		—			68,574
Networks	146,981		—		—			146,981
Sponsorship and Events	41,256		—		—			41,256
Audio and Media Services	—		61,417		(1,601		)	59,816
Other	5,537		—		—			5,537
Total	831,316		61,417		(1,601		)	891,132
Revenue from leases	632		—		—			632
Revenue, total	$	831,948	$	61,417	$	(1,601	)	$	891,764

Period from January 1, 2019 through May 1, 2019
Revenue from contracts with customers:
Broadcast Radio	$	657,864	$	—	$	—		$	657,864
Digital	102,789		—		(223		)	102,566
Networks	189,088		—		—			189,088
Sponsorship and Events	50,330		—		—			50,330
Audio and Media Services	—		69,362		(2,345		)	67,017
Other	5,910		—		—			5,910
Total	1,005,981		69,362		(2,568		)	1,072,775
Revenue from leases	696		—		—			696
Revenue, total	$	1,006,677	$	69,362	$	(2,568	)	$	1,073,471

Six Months Ended June 30, 2018
Revenue from contracts with customers:
Broadcast Radio	$	1,059,111	$	—	$	—		$	1,059,111
Digital	127,941		—		—			127,941
Networks	279,032		—		—			279,032
Sponsorship and Events	79,148		—		—			79,148
Audio and Media Services	—		110,759		(3,273		)	107,486
Other	10,296							10,296
Total	1,555,528		110,759		(3,273		)	1,663,014
Revenue from leases	1,522		—		—			1,522
Revenue, total	$	1,557,050	$	110,759	$	(3,273	)	$	1,664,536


⁽¹⁾	Due to a re-evaluation of the Company’s internal segment reporting upon the effectiveness of the Plan of Reorganization, the Company’s RCS business is included in the Audio & Media Services results for all periods presented. See Note 1 for further information.

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Trade and Barter

Trade and barter transactions represent the exchange of advertising spots ~~or display space~~ for merchandise, services or other assets in the ordinary course of business. The transaction price for these contracts is measured at the estimated fair value of the non-cash consideration received unless this is not reasonably estimable, in which case the consideration is measured based on the standalone selling price of the advertising spots ~~or display space~~ promised to the customer. Trade and barter revenues and expenses from continuing operations, which are included in consolidated revenue and selling, general and administrative expenses, respectively, were as follows:


					Successor Company		Predecessor Company
	Three Months Ended March 31,				Period from May 2, 2019 through June 30,		Period from April 1, 2019 through May 1,		Three Months Ended June 30,
(In thousands)	2019		2018		2019		2019		2018
Consolidated:
Trade and barter revenues	$	59,382	$	57,392	$	29,699	$	10,349	$	35,992
Trade and barter expenses	51,928		68,277		28,023		8,474		31,688

iHM Segment:
Trade and barter revenues	$	55,585	$	53,946
Trade and barter expenses	49,856		64,532

~~Lease Revenue Considerations in Outdoor Segments~~

Certain of the revenue transactions in the Americas outdoor and International outdoor segments are considered leases, for accounting purposes, as the contracts convey to customers the right to control the use of the Company’s advertising displays for a period of time. These contracts, which typically cover periods of a few weeks to one year (although there are some with longer terms), are generally cancelable after a specified notice period in the Americas outdoor segment, while contracts in the International outdoor segment are generally non-cancelable or require the customer to pay a fee to terminate the contract. To qualify as a lease, fulfillment of the contract must be dependent upon the use of a specified advertising structure, the customer must have almost exclusive use of the advertising display throughout the contract term, and, upon adoption of the new leases standard (ASC 842) on January 1, 2019, the customer must also have the right to change the advertisement that is displayed throughout the contract term.



	Successor Company		Predecessor Company
	Period from May 2, 2019 through June 30,		Period from January 1, 2019 through May 1,		Six Months Ended June 30,
(In thousands)	2019		2019		2018
Trade and barter revenues	$	29,699	$	65,934	$	89,938
Trade and barter expenses	28,023		58,330		96,220

The Company has elected a practical expedient to not separate non-lease components from associated lease components if certain criteria are met. As such, each right to control the use of an advertising display that meets the lease criteria is combined with the related installation and maintenance services provided under the contract into a single lease component. Production services, which do not meet the criteria to be combined, and each advertising display that does not meet the lease criteria (along with any related installation and maintenance services) are non-lease components. Consideration in outdoor advertising contracts is allocated between lease and non-lease components in proportion to their relative standalone selling prices, which are generally approximated by the contractual prices for each promised service. The Company accounts for revenue from leases, which are all classified as operating leases, in accordance with the lease accounting guidance (ASC Topic 840 or ASC Topic 842, depending on the advertising campaign start date), while the Company’s remaining revenue transactions are accounted for as revenue from contracts with customers (ASC Topic 606).

In accordance with the transition approach that the Company elected to adopt ASC Topic 842, as described in Note 1, revenue contracts with campaign start dates prior to January 1, 2019 were not reassessed to determine whether they qualify as a lease under the requirements of the new leasing standard. Instead, they continue to be accounted for as revenue from contracts with customers or revenue from leases based on the requirements of the previous standard (ASC Topic 840), and the new requirements have been applied to revenue contracts with campaign start dates on or after January 1, 2019. Because the definition of a lease is more restrictive under the new standard, fewer of our new outdoor advertising contracts meet the definition of a lease for accounting purposes, resulting in an increase in the percentage of revenue that is categorized as revenue from contracts with customers as compared to the prior year.

IHEARTMEDIA, INC. AND SUBSIDIARIES ~~(DEBTOR-IN-POSSESSION)~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

~~Disaggregation of~~Deferred Revenue

The following ~~table shows, by segment,~~tables show the Company’s deferred revenue balance from contracts with customers, ~~disaggregated by geographical region, revenue from leases and total revenue for the three months ended March 31, 2019 and 2018:~~excluding discontinued operations:

(In thousands) iHM
Americas Outdoor⁽¹⁾

International Outdoor⁽¹⁾
Other Eliminations Consolidated
Three Months Ended March 31, 2019
Revenue from contracts with customers:
  United States $ 759,400
$ 131,431
$ —
$ 30,190
$ (269 ) $ 920,752
  Other Americas 1,027
896
13,645
—
—
15,568
  Europe 2,351
—
201,205
—
—
203,556
  Asia-Pacific and other 2,622
—
53,231
—
—
55,853
     Total 765,400
132,327
268,081
30,190
(269 ) 1,195,729
Revenue from leases 410
140,395
46,313
—
(948 ) 186,170
Revenue, total $ 765,810
$ 272,722
$ 314,394
$ 30,190
$ (1,217 ) $ 1,381,899

Three Months Ended March 31, 2018
Revenue from contracts with customers:
  United States $ 736,940
$ 96,147
$ —
$ 28,218
$ (313 ) $ 860,992
  Other Americas 1,180
650
12,123
—
—
13,953
  Europe 2,601
—
187,216
—
—
189,817
  Asia-Pacific and other 2,957
—
3,012
—
—
5,969
     Total 743,678
96,797
202,351
28,218
(313 ) 1,070,731
Revenue from leases 890
159,050
140,200
—
(1,223 ) 298,917
Revenue, total $ 744,568
$ 255,847
$ 342,551
$ 28,218
$ (1,536 ) $ 1,369,648



	Successor Company			Predecessor Company
	Period from May 2, 2019 through June 30,			Period from April 1, 2019 through May 1,			Three Months Ended June 30,
(In thousands)	2019			2019			2018
Deferred revenue from contracts with customers:
Beginning balance⁽¹⁾	$	151,773		$	155,114		$	166,429
Revenue recognized, included in beginning balance	(59,018		)	(43,172		)	(59,450		)
Additions, net of revenue recognized during period, and other	66,997			39,533			53,390
Ending balance	159,752			$	151,475		$	160,369



	Successor Company			Predecessor Company
	Period from May 2, 2019 through June 30,			Period from January 1, 2019 through May 1,			Six Months Ended June 30,
(In thousands)	2019			2019			2018
Deferred revenue from contracts with customers:
Beginning balance⁽¹⁾	$	151,773		$	148,720		$	155,228
Revenue recognized, included in beginning balance	(59,018		)	(76,473		)	(82,215		)
Additions, net of revenue recognized during period, and other	66,997			79,228			87,356
Ending balance	$	159,752		$	151,475		$	160,369

⁽¹⁾

~~All of the Company’s outdoor advertising structures, which may be owned or leased, are used to generate revenue. Such revenue may be classified as~~Deferred revenue from contracts with customers, orwhich 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. As described in Note 3, as part of the fresh start accounting adjustments on May 1, 2019, deferred revenue from ~~leases depending on the terms of the contract, as previously described.~~contracts with customers was adjusted to its estimated fair value.

~~Revenue from Contracts with Customers~~

~~The following tables show the Company’s beginning and ending accounts receivable and deferred revenue balances from contracts with customers:~~

Three Months Ended March 31,
(In thousands) 2019 2018
Accounts receivable, net of allowance, from contracts with customers:
  Beginning balance $ 1,236,779
$ 1,195,145
  Ending balance $ 1,169,518
$ 1,035,939

Deferred revenue from contracts with customers:
  Beginning balance $ 188,604
$ 184,000
  Ending balance $ 212,286
$ 211,582

During the three months ended March 31, 2019 and 2018, respectively, the Company recognized $97.3 million and $83.3 million of revenue that was included in the deferred revenue from contracts with customers balance at the beginning of the period.

The Company’s contracts with customers generally have terms of one year or less; however, as of ~~March 31,~~June 30, 2019, the Company expects to recognize ~~$316.7~~$199.8 million of revenue in future periods for remaining performance obligations from current contracts

~~IHEARTMEDIA, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

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.

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Revenue from Leases

As of ~~March 31,~~June 30, 2019, the future lease payments to be received by the Successor Company are as follows:

					(In thousands)
2019	$	397,444	$	556
2020	48,769		1,028
2021	19,832		959
2022	10,505		700
2023	3,138		656
Thereafter	15,432		10,602
Total	$	495,120	$	14,501

Note that the future lease payments disclosed are limited to the non-cancelable period of the lease and, for contracts that require the customer to pay a significant fee to terminate the contract such that the customer is considered reasonably certain not to exercise this option, periods beyond the termination option. Payments scheduled for periods beyond a termination option are not included for contracts that allow cancellation by the customer without a significant fee.

NOTE 36 – LEASES

The Company enters into operating lease contracts for land, buildings, structures and other equipment. Arrangements are evaluated at inception to determine whether such arrangements contain a lease. Operating leases primarily include land and building lease contracts and leases of radio towers and contracts for the use of space on floors, walls and exterior locations on buildings. Arrangements in which wall space is used are considered to be lease contracts if all other required elements of a lease contract are present. The Company assessed certain international transit contracts under ASC 842, which historically were determined to be leases, and concluded that the arrangements did not meet the definition of leases under the new leasing standard. In accordance with the transition guidance of ASC 842, such arrangements are included in the Company’s balance sheet as of January 1, 2019. The majority of the Company's transit contracts do not meet the definition of a lease due to substantive substitution rights within those contracts.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 and the related short-term and long-term liabilities are included within Current and Noncurrent operating lease liabilities, respectively. As of March 31, 2019, a portion of the Company's operating lease liabilities relate to lease contracts entered into prior to the Petition Date. As such, these liabilities are included within Liabilities subject to compromise. See Note 12 - ~~Liabilities Subject to Compromise~~ ~~for more information.~~

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

ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the respective lease term. Lease expense is recognized on a straight-line basis over the lease term.

Certain of the Company's operating lease agreements include rental payments ~~based on a percentage of revenue and others include rental payments~~that are adjusted periodically for inflationary changes. ~~Percentage rent contracts, in which lease expense is calculated as a percentage of advertising revenue, and payments~~Payments due to changes in inflationary adjustments are included within variable rent expense, which is accounted for separately from periodic straight-line lease expense. Amounts related to insurance and property taxes in lease arrangements when billed on a pass-through basis are allocated to the lease and non-lease components of the lease based on their relative standalone selling prices. ~~Internationally, the Company is commonly assessed VAT on its contracts, which is treated as a nonlease component.~~

~~IHEARTMEDIA, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

Many operating lease contracts expire; however, the Company may continue to operate the leased assets after the rights and obligations of the lease agreements have expired. Such contracts, once expired, are not considered to be leases and future expected payments are not included in operating lease liabilities or ROU assets. ManyCertain of the Company's leases ~~entered into in connection with advertising structures~~ provide options to extend the terms of the agreements. Generally, renewal periods are excluded from minimum lease payments when calculating the lease liabilities as, for most leases, the Company does not consider exercise of such options to be reasonably certain. As a result, unless a renewal option is considered reasonably assured, the optional terms and related payments are not included within the lease liability. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The implicit rate within the Company's lease agreements is generally not determinable. As such, the Company uses the incremental borrowing rate ("IBR") to determine the present value of lease payments at the commencement of the lease. The IBR, as defined in ASC 842, is "the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment."In connection with the Company's emergence from bankruptcy and in accordance with ASC 852, the Company applied the provisions of fresh start accounting to its Consolidated Financial Statements on the Effective Date. As a result, the Company adjusted the IBR used to value the Company's ROU assets and operating lease liabilities at the Effective Date (see Note 3 - Fresh Start Accounting). In addition, upon adoption of ASC 852 in the first quarter of 2019, the Company did not elect the practical expedient to combine non-lease components with the associated lease components. Upon application of fresh start accounting on the Effective Date, the Company elected to use the practical expedient to not separate non-lease components from the associated lease component for all classes of the Company's assets.

IHEARTMEDIA, INC. AND SUBSIDIARIES ~~(DEBTOR-IN-POSSESSION)~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following ~~table provides~~tables provide the components of lease expense included within the Consolidated Statement of Comprehensive ~~Loss~~Income (Loss) for the ~~three months ended March 31, 2019:~~Period from May 2, 2019 through June 30, 2019 (Successor), the Period from April 1, 2019 through May 1, 2019 (Predecessor) and the Period from January 1, 2019 through May 1, 2019 (Predecessor):



	Successor Company		Predecessor Company
(In thousands)	Period from May 2, 2019 through June 30, 2019		Period from April 1, 2019 through May 1, 2019
Operating lease expense	$	25,439	$	11,302
Variable lease expense	$	3,447	$	150


			Successor Company		Predecessor Company
(In thousands)	Three Months Ended March 31, 2019		Period from May 2, 2019 through June 30, 2019		Period from January 1, 2019 through May 1, 2019
Operating lease expense	$	168,461	$	25,439	$	44,667
Variable lease expense	31,891		$	3,447	$	476

The following table provides the weighted average remaining lease term and the weighted average discount rate for the Company's leases as of ~~March 31, 2019. The weighted average discount rate is affected by the operating leases entered into by the iHM entities, which are Debtors in the Chapter 11 Cases.~~June 30, 2019 (Successor):



	~~March 31,~~June 30, 2019
Operating lease weighted average remaining lease term (in years)	~~10.0~~14.0
Operating lease weighted average discount rate	~~12.44~~6.54	%

As of ~~March 31,~~June 30, 2019 (Successor), the Company’s future maturities of operating lease liabilities were as follows:

					(In thousands)
2019	$	471,907	$	60,870
2020	550,241		136,837
2021	474,264		126,445
2022	387,920		119,453
2023	321,722		106,385
Thereafter	2,153,963		841,655
Total lease payments	$	4,360,017	$	1,391,645
Less: Effect of discounting	1,894,444		508,729
Total operating lease liability	$	2,465,573	$	882,916

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following table provides supplemental cash flow information related to ~~leases:~~leases for the Period from May 2, 2019 through June 30, 2019 (Successor) and the Period from January 1, 2019 through May 1, 2019 (Predecessor):


			Successor Company		Predecessor Company
(In thousands)	Three Months Ended March 31, 2019		Period from May 2, 2019 through June 30, 2019		Period from January 1, 2019 through May 1, 2019

Cash paid for amounts included in measurement of operating lease liabilities	$	189,472	$	23,400	$	44,888
Lease liabilities arising from obtaining right-of-use assets¹	$	2,565,084
Lease liabilities arising from obtaining right-of-use assets⁽¹⁾			$	3,194	$	913,598

¹⁽¹⁾Lease liabilities from obtaining right-of-use assets include transition liabilities upon adoption of ASC 842, as well as new leases entered into during Period from May 2, 2019 through June 30, 2019 (Successor), Period from April 1, 2019 through May 1, 2019 (Predecessor) and the ~~three months ended March 31, 2019.~~Period from January 1, 2019 through May 1, 2019 (Predecessor). Upon adoption of fresh start accounting upon Emergence from the Chapter 11 Cases, the Company increased its operating lease obligation by $459.0 million to reflect its operating lease obligation as estimated fair value (see Note 3 - Fresh Start Accounting).

~~IHEARTMEDIA, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

NOTE 47 – 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 ~~March 31,~~June 30, 2019 (Successor) and December 31, 2018 (Predecessor), respectively:


(In thousands)	March 31, 2019		December 31, 2018		Successor Company		Predecessor Company
					June 30, 2019		December 31, 2018
Land, buildings and improvements	$	572,362	$	572,904	$	375,661	$	427,501
Structures	2,833,051		2,835,411
Towers, transmitters and studio equipment	366,500		365,991		152,274		365,991
Furniture and other equipment	818,278		793,756		280,726		591,601
Construction in progress	112,442		116,839		42,429		43,809
	4,702,633		4,684,901		851,090		1,428,902
Less: accumulated depreciation	2,961,395		2,893,761		16,858		926,700
Property, plant and equipment, net	$	1,741,238	$	1,791,140	$	834,232	$	502,202

In connection with the Company's emergence from bankruptcy and in accordance with ASC 852, the Company applied the provisions of fresh start accounting to its Consolidated Financial Statements on the Effective Date. As a result, the Company adjusted Property, plant and equipment to their respective fair values at the Effective Date (see Note 3 - Fresh Start Accounting).

Indefinite-lived Intangible Assets

The Company’s indefinite-lived intangible assets consist of ~~Federal Communications Commission (“FCC”)~~FCC broadcast licenses in its ~~iHM segment~~Audio segment. In connection with the Company's emergence from bankruptcy and ~~billboard permits~~ in accordance with ASC 852, the Company applied the provisions of fresh start accounting to its ~~Americas outdoor advertising segment. Due~~Consolidated Financial Statements on the Effective Date. As a result, the Company adjusted its FCC licenses to ~~significant differences in both business practices and regulations, billboards in~~their respective estimated fair values as of the International outdoor segment are subject to long-term, finite contracts unlike the Company’s permits in the United States. Accordingly, there are no indefinite-lived intangible assets in the International outdoor segment.Effective Date of $2,281.7 million (see Note 3 - Fresh Start Accounting).

The Company performs its annual impairment test on goodwill and indefinite-lived intangible assets, including ~~Federal Communication Commission ("FCC")~~FCC licenses, as of July 1 of each year. In addition, the Company tests for impairment of intangible assets whenever events and circumstances indicate that such assets might be impaired. During the ~~three months ended March 31,~~Period from January 1, 2019 through May 1, 2019, the Predecessor Company recognized non-cash impairment charges of $91.4 million in relation to indefinite-lived FCC licenses as a result of an increase in the ~~Company's~~ weighted average cost of ~~capital.~~capital used in performing the annual impairment test.

Other Intangible Assets

Other intangible assets include definite-lived intangible assets and permanent easements. The Company’s definite-lived intangible assets primarily include ~~transit~~customer and ~~street furniture contracts,~~advertiser relationships, talent and representation contracts, ~~customer~~trademarks and ~~advertiser relationships, and site leases~~tradenames and other contractual rights, all of which are amortized over the shorter of either the respective lives of the agreements or over the period of time the assets are expected to contribute directly or indirectly to the Company’s future cash flows. 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 amortized cost. In connection with the Company's emergence from bankruptcy and in accordance with ASC 852, the Company applied the provisions of fresh start accounting to its Consolidated Financial Statements on the Effective Date. As a result, the Company adjusted Other intangible assets to their respective fair values at the Effective Date (see Note 3 - Fresh Start Accounting).

IHEARTMEDIA, INC. AND SUBSIDIARIES ~~(DEBTOR-IN-POSSESSION)~~

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 ~~March 31,~~June 30, 2019 (Successor) and December 31, 2018 (Predecessor), respectively:


(In thousands)	March 31, 2019					December 31, 2018					Successor Company					Predecessor Company
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization			June 30, 2019					December 31, 2018
Transit, street furniture and other outdoor contractual rights	$	528,232	$	(443,963	)	$	528,185	$	(440,228	)
											Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Customer / advertiser relationships	1,237,115		(1,210,498		)	1,249,128		(1,208,056		)	1,645,880		(29,095		)	1,326,636		(1,278,885		)
Talent contracts	164,932		(150,289		)	164,933		(148,578		)	373,000		(8,240		)	164,933		(148,578		)
Representation contracts	77,508		(72,419		)	77,508		(70,829		)
Permanent easements	163,341		—			163,317		—
Trademarks and tradenames											321,977		(4,977		)	—		—
Other	394,923		(249,018		)	382,897		(244,993		)	7,057		(195		)	376,978		(240,662		)
Total	$	2,566,051	$	(2,126,187	)	$	2,565,968	$	(2,112,684	)	$	2,347,914	$	(42,507	)	$	1,868,547	$	(1,668,125	)

Total amortization expense related to definite-lived intangible assets for the Successor Company for the Period from May 2, 2019 through June 30, 2019 was $42.5 million. Total amortization expense related to definite-lived intangible assets for the Predecessor Company for the Period from April 1, 2019 through May 1, 2019, the three months ended ~~March 31,~~June 30, 2018, the Period from January 1, 2019 through May 1, 2019 and the six months ended June 30, 2018 was ~~$13.9~~$3.0 million, $40.1 million, $12.7 million and ~~$47.0~~$81.9 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)
2020	$	43,788	$	21,253
2021	38,457		20,456
2022	32,707		19,234
2023	24,849		19,062
2024	20,983		17,978

Goodwill

The following table presents the changes in the carrying amount of ~~goodwill in each of the Company’s reportable segments:~~goodwill:


(In thousands)	iHM			Americas Outdoor		International Outdoor			Other		Consolidated			Consolidated
Balance as of December 31, 2017	$	3,255,208		$	507,819	$	206,224		$	81,831	$	4,051,082
Balance as of December 31, 2017 (Predecessor)														$	3,337,039
Acquisitions														77,320
Dispositions														(1,606		)
Balance as of December 31, 2018 (Predecessor)														$	3,412,753
Acquisitions														2,767
Foreign currency														(28		)
Balance as of May 1, 2019														$	3,415,492
Impact of fresh start accounting														(92,127		)


Balance as of May 2, 2019 (Successor)														$	3,323,365
Acquisitions	77,320			—		—			—		77,320			4,637
Dispositions	(1,606		)	—		—			—		(1,606		)	(4,834		)
Foreign currency	—			—		(8,040		)	—		(8,040		)	39
Balance as of December 31, 2018	$	3,330,922		$	507,819	$	198,184		$	81,831	$	4,118,756
Acquisitions	2,767			—		—			—		2,767
Foreign currency	(27		)	—		(3,184		)	—		(3,211		)
Balance as of March 31, 2019	$	3,333,662		$	507,819	$	195,000		$	81,831	$	4,118,312
Balance as of June 30, 2019 (Successor)														$	3,323,207

IHEARTMEDIA, INC. AND SUBSIDIARIES ~~(DEBTOR-IN-POSSESSION)~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 58 – LONG-TERM DEBT

Long-term debt outstanding as of ~~March 31,~~June 30, 2019 (Successor) and December 31, 2018 (Predecessor) consisted of the following:

(In thousands) March 31,
2019 December 31,
2018
Senior Secured Credit Facilities $ —
$ —
Debtors-in-Possession Facility⁽¹⁾
—
—
9.0% Priority Guarantee Notes Due 2019 —
—
9.0% Priority Guarantee Notes Due 2021 —
—
11.25% Priority Guarantee Notes Due 2021 —
—
9.0% Priority Guarantee Notes Due 2022 —
—
10.625% Priority Guarantee Notes Due 2023 —
—
CCO Receivables Based Credit Facility Due 2023⁽²⁾
—
—
Other secured subsidiary debt⁽³⁾
3,828
3,882
Total consolidated secured debt 3,828
3,882

14.0% Senior Notes Due 2021 —
—
Legacy Notes⁽⁴⁾
—
—
CCWH Senior Notes due 2022 2,725,000
2,725,000
CCWH Subordinated Notes due 2020⁽⁵⁾
—
2,200,000
CCWH Subordinated Notes due 2024⁽⁵⁾
2,235,000
—
Clear Channel International B.V. Senior Notes due 2020 375,000
375,000
Other subsidiary debt 46,510
46,105
Purchase accounting adjustments and original issue discount (867 ) (739 )
Long-term debt fees (44,322 ) (25,808 )
Long-term debt, net subject to compromise⁽⁶⁾
15,143,713
15,149,477
Total debt, prior to reclassification to Liabilities subject to compromise 20,483,862
20,472,917
Less: Current portion 46,744
46,332
Less: Amounts reclassified to Liabilities subject to compromise 15,143,713
15,149,477
Total long-term debt $ 5,293,405
$ 5,277,108



(In thousands)	Successor Company		Predecessor Company
	June 30, 2019		December 31, 2018
Term Loan Facility due 2026⁽¹⁾	$	3,498,178	$	—
Debtors-in-Possession Facility⁽²⁾	—		—
Asset-based Revolving Credit Facility due 2023⁽²⁾	—		—
6.375% Senior Secured Notes due 2026	800,000		—
Other secured subsidiary debt⁽³⁾	4,416		—
Total consolidated secured debt	4,302,594		—

8.375% Senior Unsecured Notes due 2027	1,450,000		—
Other subsidiary debt	57,909		46,105
Long-term debt, net subject to compromise⁽⁴⁾	—		15,149,477
Total debt, prior to reclassification to Liabilities subject to compromise	5,810,503		15,195,582
Less: Current portion	53,406		46,105
Less: Amounts reclassified to Liabilities subject to compromise	—		15,149,477
Total long-term debt	$	5,757,097	$	—


(1)	On August 7, 2019, iHeartCommunications issued $750.0 million of 5.25% Senior Secured Notes due 2027 (the “New Senior Secured Notes”), the proceeds of which were used, together with cash on hand, to prepay at par $740.0 million of borrowings outstanding under the Term Loan Facility, plus $0.8 million of accrued and unpaid interest to, but not including, the date of prepayment.

(2)

The Debtors-in-Possession Facility (the "DIP Facility"), which ~~matures on~~terminated with the ~~earlier of the~~ emergence ~~date~~ from the Chapter 11 Cases, ~~or June 14, 2019, provides~~provided for borrowings of up to $450.0 million. ~~The~~On the Effective Date, the DIP Facility ~~also includes a feature to convert~~was repaid and canceled and the Successor Company entered into ~~an exit facility at emergence, upon meeting certain conditions.~~the ABL Facility. As of ~~March 31,~~June 30, 2019, the Successor Company had a ~~borrowing base~~facility size of ~~$426.8~~$450.0 million under iHeartCommunications' ~~DIP~~ABL Facility, had no outstanding borrowings and had ~~$59.0~~$59.2 million of outstanding letters of credit, ~~and had an availability block requirement of $37.5 million,~~ resulting in ~~$330.3~~$390.8 million ~~of excess availability.~~

~~(2)~~

The receivables based credit facility provides for revolving credit commitments of up to $125.0 million. As of March 31, 2019, the facility had $85.5 million of letters of credit outstanding and a borrowing base of $116.2 million, resulting in $30.7 million of excess availability. Certain additional restrictions, including a springing financial covenant, take effect at decreased levels of excess availability.


(3)	Other secured subsidiary debt ~~matures~~consists of finance lease obligations maturing at various dates from 2019 through 2045.

(4)

iHeartCommunications' Legacy Notes, all of which were issued prior to the acquisition of iHeartCommunications by the Company in 2008, consist of $175.0 million of Senior Notes that matured on June 15, 2018, $300.0 million of Senior Notes that mature in 2027 and $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.

~~(5)~~

On February 4, 2019, Clear Channel Worldwide Holdings, Inc., a subsidiary of CCOH (“CCWH”), delivered a conditional notice of redemption calling all of its outstanding $275.0 million aggregate principal amount of 7.625% Series A Senior Subordinated Notes due 2020 (the “Series A CCWH Subordinated Notes”) and $1,925.0 million aggregate principal amount of 7.625% Series B Senior Subordinated Notes due 2020 (the “Series B CCWH Subordinated Notes” and together with the Series A CCWH Subordinated Notes, the “CCWH Subordinated Notes”) for redemption on March 6, 2019. The redemption was conditioned on the closing of the offering of $2,235.0 million of newly-issued 9.25% Senior Subordinated Notes due 2024 (the "New CCWH Subordinated Notes"). At the closing of such offering on February 12, 2019, CCWH deposited with the trustee for the CCWH Subordinated Notes a portion of the proceeds from the new notes in an amount sufficient to pay and discharge the principal amount outstanding, plus accrued and unpaid interest on

~~IHEARTMEDIA, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

the CCWH Subordinated Notes to, but not including, the redemption date. CCWH irrevocably instructed the trustee to apply such funds to the full payment of the CCWH Subordinated Notes on the redemption date. Concurrently therewith, CCWH elected to satisfy and discharge the indentures governing the CCWH Subordinated Notes in accordance with their terms and the trustee acknowledged such satisfaction and discharge. As a result of the satisfaction and discharge of the indentures, CCWH and the guarantors of the CCWH Subordinated Notes were released from their remaining obligations under the indentures and the CCWH Subordinated Notes.

~~(6)~~

In connection with the Company's Chapter 11 Cases, the $6,300.0 million outstanding under the Senior Secured Credit Facilities, the $1,999.8 million outstanding under the 9.0% Priority Guarantee Notes due 2019, the $1,750.0 million outstanding under the 9.0% Priority Guarantee Notes due 2021, the $870.5 million of 11.25% Priority Guarantee Notes due 2021, the $1,000.0 million outstanding under the 9.0% Priority Guarantee Notes due 2022, the $950.0 million outstanding under the 10.625% Priority Guarantee Notes due 2023, $6.0 million outstanding Other Secured Subsidiary debt, the $1,781.6 million outstanding under the 14.0% Senior Notes due 2021, the $475.0 million outstanding under the Legacy Notes and $10.8 million outstanding Other Subsidiary Debt ~~have been~~were reclassified to Liabilities subject to compromise in the Company's Consolidated Balance Sheet as of ~~March 31, 2019.~~the Petition Date. As of the Petition Date, the Company ceased making principal and interest payments, and ceased accruing interest expense in relation to long-term debt reclassified as Liabilities subject to ~~compromise.~~compromise during the Predecessor period.

The Company’s weighted average interest rate was ~~9.4%~~7.1% and ~~9.2%~~9.9% as of ~~March 31,~~June 30, 2019 (Successor) and December 31, 2018 (Predecessor), respectively. The aggregate market value of the Company’s debt based on market prices for which quotes were available was approximately ~~$14.9~~$5.9 billion and ~~$14.0~~$8.7 billion as of ~~March 31,~~June 30, 2019 (Successor) and December 31, 2018 (Predecessor), respectively. Under the fair value hierarchy established by ASC 820-10-35, the market value of the Successor Company’s debt is classified as either Level 1 or Level 2.

Asset-based Revolving Credit Facility due 2023

On the Effective Date, iHeartCommunications, as borrower, entered into a Credit Agreement (the “ABL Credit Agreement”) with iHeartMedia Capital I, LLC, the direct parent of iHeartCommunications (“Capital I”), as guarantor, certain subsidiaries of iHeartCommunications, as guarantors, Citibank, N.A., as administrative and collateral agent, and the lenders party thereto from time to time, governing the ABL Facility. The ABL Facility includes a letter of credit sub-facility and a swingline loan sub-facility.

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Size and Availability

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

Interest Rate and Fees

Borrowings under the ABL Facility bear interest at a rate per annum equal to the applicable rate plus, at iHeartCommunications’ option, either (1) a eurocurrency rate or (2) a base rate. The applicable margin for borrowings under the ABL Facility range from 1.25% to 1.75% for eurocurrency borrowings and from 0.25% to 0.75% for base-rate borrowings, in each case, depending on average excess availability under the ABL Facility based on the most recently delivered borrowing base certificate.

In addition to paying interest on outstanding principal under the ABL Facility, iHeartCommunications is required to pay a commitment fee to the lenders under the ABL Facility in respect of the unutilized commitments thereunder. The commitment fee rate ranges from 0.25% to 0.375% per annum dependent upon average unused commitments during the prior quarter. iHeartCommunications may also pay customary letter of credit fees.

Maturity

Borrowings under the ABL Facility will mature, and lending commitments thereunder will terminate on June 14, 2023.

Prepayments

If at any time, the sum of the outstanding amounts under the ABL Facility exceeds the lesser of (i) the borrowing base and (ii) the aggregate commitments under the facility (such lesser amount, the “line cap”), iHeartCommunications is required to repay outstanding loans and cash collateralize letters of credit in an aggregate amount equal to such excess. iHeartCommunications may voluntarily repay outstanding loans under the ABL Facility at any time without premium or penalty, other than customary “breakage” costs with respect to eurocurrency rate loans. Any voluntary prepayments made by iHeartCommunications will not reduce iHeartCommunications’ commitments under the ABL Facility.

Guarantees and Security

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

Certain Covenants and Events of Default

If borrowing availability is less than the greater of (a) $40.0 million and (b) 10% of the aggregate commitments under the ABL Facility, in each case, for two consecutive business days (a “Trigger Event”), iHeartCommunications will be required to comply with a minimum fixed charge coverage ratio of at least 1.00 to 1.00 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 ABL Facility, in each case, for 20 consecutive calendar days, at which time the Trigger Event shall no longer be deemed to be occurring.

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Term Loan Facility due 2026

On the Effective Date, iHeartCommunications, as borrower, entered into a Credit Agreement (the “Term Loan Credit Agreement”) with Capital I, as guarantor, certain subsidiaries of iHeartCommunications, as guarantors, and Citibank N.A., as administrative and collateral agent, governing the approximately $3.5 billion Term Loan Facility. On the Effective Date, iHeartCommunications issued an aggregate of approximately $3.5 billion principal amount of senior secured term loans under the Term Loan Facility to certain Claimholders pursuant to the Plan of Reorganization. The Term Loan Facility matures on May 1, 2026. As described below, on August 7, 2019, the proceeds from the issuance of $750.0 million in aggregate principal amount of 5.25% Senior Secured Notes due 2027 was used, together with cash on hand, to prepay at par $740.0 million of borrowings outstanding under the Term Loan Facility due 2026.

Interest Rate and Fees

Term loans under the Term Loan Facility bear interest at a rate per annum equal to the applicable rate plus, at iHeartCommunications’ option, either (1) a base rate or (2) a eurocurrency rate. The applicable rate for such term loans is 3.00% with respect to base rate loans and 4.00% with respect to eurocurrency rate loans.

Collateral and Guarantees

The Term Loan Facility is guaranteed by Capital I and each of iHeartCommunications’ existing and future material wholly-owned restricted subsidiaries, subject to certain exceptions. All obligations under the Term Loan Facility, and the guarantees of those obligations, are secured, subject to permitted liens and other exceptions, by a first priority lien in substantially all of the assets of iHeartCommunications and all of the guarantors’ assets, including a lien on the capital stock of iHeartCommunications and certain of its subsidiaries owned by a guarantor, other than the accounts receivable and related assets of iHeartCommunications and all of the subsidiary guarantors, and by a second priority lien on accounts receivable and related assets securing iHeartCommunications’ ABL Facility.

Prepayments

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

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

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

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

iHeartCommunications may voluntarily repay outstanding loans under the Term Loan Facility at any time, without prepayment premium or penalty, except in connection with a repricing event within nine months of the Effective Date and subject to customary “breakage” costs with respect to eurocurrency loans.

Certain Covenants and Events of Default

The Term Loan Facility does not include any financial covenants. However, the Term Loan Facility includes negative covenants that, subject to significant exceptions, limit Capital I’s ability and the ability of its restricted subsidiaries (including iHeartCommunications) to, among other things:

• incur additional indebtedness;

• create liens on assets;

• engage in mergers, consolidations, liquidations and dissolutions;

• sell assets;

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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

• make investments, loans, or advances;

• prepay certain junior indebtedness;

• engage in certain transactions with affiliates;

• amend material agreements governing certain junior indebtedness; and

• change lines of business.

The Term Loan Facility includes certain customary representations and warranties, affirmative covenants and events of default, including but not limited to, payment defaults, breach of representations and warranties, covenant defaults, cross defaults to certain indebtedness, certain bankruptcy-related events, certain events under ERISA, material judgments and a change of control. If an event of default occurs, the lenders under the Term Loan Facility are entitled to take various actions, including the acceleration of all amounts due under the Term Loan Facility and all actions permitted to be taken under the loan documents relating thereto or applicable law.

6.375% Senior Secured Notes due 2026

On the Effective Date, iHeartCommunications entered into an indenture (the “Senior Secured Notes Indenture”) with Capital I, as guarantor, the subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee and collateral agent, governing the $800.0 million aggregate principal amount of 6.375% Senior Secured Notes due 2026 that were issued to certain Claimholders pursuant to the Plan of Reorganization. The Senior Secured Notes mature on May 1, 2026 and bear interest at a rate of 6.375% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2020.

The Senior Secured Notes are guaranteed on a senior secured basis by Capital I and the subsidiaries of iHeartCommunications that guarantee the Term Loan Facility or other credit facilities or capital markets debt securities. The Senior Secured Notes and the related guarantees rank equally in right of payment with all of iHeartCommunications’ and the guarantors’ existing and future indebtedness that is not expressly subordinated to the Senior Secured Notes (including the Senior Unsecured Notes), effectively equal with iHeartCommunications’ and the guarantors’ existing and future indebtedness secured by a first priority lien on the collateral securing the Senior Secured Notes, effectively subordinated in right of payment to all of iHeartCommunications’ and the guarantors’ existing and future indebtedness that is secured by assets that are not part of the collateral securing the Senior Secured Notes, to the extent of the value of such assets, and structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of any subsidiary of iHeartCommunications that is not a guarantor of the Senior Secured Notes.

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

iHeartCommunications may redeem the Senior Secured Notes at its option, in whole or in part, at any time prior to May 1, 2022, at a price equal to 100% of the principal amount of the Senior Secured Notes being redeemed, plus an applicable premium and plus accrued and unpaid interest to the redemption date. iHeartCommunications may redeem the Senior Secured Notes at its option, in whole or in part, on or after May 1, 2022, at the redemption prices set forth in the Senior Secured Notes Indenture plus accrued and unpaid interest to the redemption date. At any time prior to May 1, 2022, iHeartCommunications may redeem at its option, up to 40% of the aggregate principal amount of the Senior Secured Notes at a redemption price equal to 106.375% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the proceeds of one or more equity offerings.

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

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

• make certain restricted payments;

• create restrictions on distributions to iHeartCommunications or Capital I;

• sell certain assets;

• create liens on certain assets;

• enter into certain transactions with affiliates; and

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

• merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of its

assets.

8.375% Senior Unsecured Notes due 2027

On the Effective Date, iHeartCommunications entered into an indenture (the “Senior Unsecured Notes Indenture”) with Capital I, as guarantor, the subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee, governing the $1,450.0 million aggregate principal amount of 8.375% Senior Notes due 2027 that were issued to certain Claimholders pursuant to the Plan of Reorganization. The Senior Unsecured Notes mature on May 1, 2027 and bear interest at a rate of 8.375% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, beginning on November 1, 2019.

The Senior Unsecured Notes are guaranteed on a senior unsecured basis by Capital I and the subsidiaries of iHeartCommunications that guarantee the Term Loan Facility or other credit facilities or capital markets debt securities. The Senior Unsecured Notes and the related guarantees rank equally in right of payment with all of iHeartCommunications’ and the guarantors’ existing and future indebtedness that is not expressly subordinated to the Senior Unsecured Notes, effectively subordinated in right of payment to all of iHeartCommunications’ and the guarantors’ existing and future indebtedness that is secured (including the Senior Secured Notes and borrowings under the ABL Facility and the Term Loan Facility), to the extent of the value of the collateral securing such indebtedness, and structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of any subsidiary of iHeartCommunications that is not a guarantor of the Senior Unsecured Notes.

iHeartCommunications may redeem the Senior Unsecured Notes at its option, in whole or in part, at any time prior to May 1, 2022, at a price equal to 100% of the principal amount of the Senior Unsecured Notes being redeemed, plus an applicable premium and plus accrued and unpaid interest to the redemption date. iHeartCommunications may redeem the Senior Unsecured Notes at its option, in whole or in part, on or after May 1, 2022, at the redemption prices set forth in the Senior Unsecured Notes Indenture plus accrued and unpaid interest to the redemption date. At any time prior to May 1, 2022, iHeartCommunications redeem at its option, up to 40% of the aggregate principal amount of the Senior Unsecured Notes at a redemption price equal to 108.375% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the proceeds of one or more equity offerings.

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

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

• make certain restricted payments;

• create restrictions on distributions to iHeartCommunications or Capital I;

• sell certain assets;

• create liens on certain assets;

• enter into certain transactions with affiliates; and

• merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of its

assets.

Mandatorily Redeemable Preferred Stock

On the Effective Date, in accordance with the Plan of Reorganization, iHeart Operations issued 60,000 shares of its Series A Perpetual Preferred Stock, par value $0.001 per share (the "iHeart Operations Preferred Stock"), having an aggregate initial liquidation preference of $60.0 million for a cash purchase price of $60.0 million. The iHeart Operations Preferred Stock was purchased by a third party investor. As of June 30, 2019, the liquidation preference of the iHeart Operations Preferred Stock was approximately $60.0 million.

There are no sinking fund provisions applicable to the iHeart Operations Preferred Stock. Shares of the iHeart Operations Preferred Stock, upon issuance, were fully paid and non-assessable. The iHeart Operations Preferred Stock are not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of iHeart Operations. The holders of shares of the iHeart Operations Preferred Stock have no pre-emptive rights with respect to any shares of our capital stock or any of iHeart Operations’ other securities convertible into or carrying rights or options to purchase any such capital stock.

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Holders of the iHeart Operations Preferred Stock are entitled to receive, as declared by the board of directors of iHeart Operations, in respect of each share, cumulative dividends accruing daily and payable quarterly at a per annum rate equal to the sum of (1) the greater of (a) LIBOR and (b) two percent, plus (2) the applicable margin, which is calculated as a function of iHeartMedia’s consolidated total leverage ratio. Dividends will be payable on the liquidation preference. Unless all accrued and unpaid dividends on the iHeart Operations Preferred Stock are paid in full, no dividends or distributions may be paid on any equity interests of iHeartMedia or its subsidiaries other than iHeart Operations, and no such equity interests may be repurchased or redeemed (subject to certain exceptions that are specified in the certificate of designation for the iHeart Operations Preferred Stock). Dividends, if declared, will be payable on March 31, June 30, September 30 and December 31 of each year (or on the next business day if such date is not a business day).

Other than as set forth below, iHeart Operations may not redeem the iHeart Operations Preferred Stock at its option prior to the third anniversary of the issue date of the iHeart Operations Preferred Stock. Upon consummation of certain equity offerings, iHeart Operations may, at its option, redeem all or a part of the iHeart Operations Preferred Stock for the liquidation preference plus a make-whole premium. At any time on or after the third anniversary of the issue date, the iHeart Operations Preferred Stock may be redeemed at the option of iHeart Operations, in whole or in part, for cash at a redemption price equal to the liquidation preference per share.

Upon (i) a liquidation, dissolution or winding up of iHeart Operations, iHeartMedia or iHeartCommunications, together with the subsidiaries of such entity, taken as a whole, (ii) a bankruptcy event, (iii) a change of control, (iv) a sale or transfer of all or substantially all of iHeart Operations’, iHeartMedia’s or iHeartCommunications’ assets and the assets of such entity’s subsidiaries, taken as a whole in a single transaction (other than to iHeartMedia or any of its subsidiaries), or a series of transactions, (v) an acceleration or payment default of indebtedness of iHeart Operations, iHeartMedia or any of its subsidiaries of $100 million or more or (vi) consummation of certain equity offerings of iHeartMedia, iHeart Operations or iHeartCommunications or certain significant subsidiaries, then any holder of shares of iHeart Operations Preferred Stock may require iHeartMedia to purchase such holder’s shares of iHeart Operations Preferred Stock at a purchase price equal to (a) the liquidation preference plus a make-whole premium, if such purchase is consummated prior to the third anniversary of the issue date or (b) the liquidation preference, if the purchase is consummated on or after the third anniversary of the issue date.

The shares of iHeart Operations Preferred Stock include repurchase rights, pursuant to which the holders may require iHeartMedia or iHeartCommunications to purchase the iHeart Operations Preferred Stock after the fifth anniversary of the issue date.

On the tenth anniversary of the issue date, the shares of iHeart Operations Preferred Stock will be subject to mandatory redemption for an amount equal to the liquidation preference.

If a default occurs or dividends payable on the shares of iHeart Operations Preferred Stock have not been paid in cash for twelve consecutive quarters, the holders of the iHeart Operations Preferred Stock will have the right, voting as a class, to elect one director to iHeartMedia’s Board of Directors. Upon any termination of the rights of the holders of shares of the iHeart Operations Preferred Stock as a class to vote for a director as described above, the director so elected to iHeartMedia’s Board of Directors will cease to be qualified as a director and the term of such director’s office shall terminate immediately.

New 5.25% Senior Secured Notes due 2027

On August 7, 2019, iHeartCommunications completed the sale of $750.0 million in aggregate principal amount of 5.25% Senior Secured Notes due 2027 (the “New Senior Secured Notes”) in a private placement to qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States pursuant to Regulation S under the Securities Act. iHeartCommunications used the net proceeds from the New Senior Secured Notes, together with cash on hand, to prepay at par $740.0 million of borrowings outstanding under the Term Loan Facility due 2026, plus approximately $0.8 million of accrued and unpaid interest to, but not including, the date of prepayment. The New Senior Secured Notes were issued pursuant to an indenture, dated as of August 7, 2019 (the “New Senior Secured Notes Indenture”), by and among iHeartCommunications, the guarantors party thereto and U.S. Bank National Association, as trustee and collateral agent. The New Senior Secured Notes Indenture contains covenants that limit iHeartCommunications’ ability and the ability of its restricted subsidiaries to, among other things: (i) incur or guarantee additional debt or issue certain preferred stock; (ii) redeem, purchase or retire subordinated debt; (iii) make certain investments; (iv) create restrictions on the payment of dividends or other amounts from iHeartCommunications’ restricted subsidiaries; (v) enter into certain transactions with affiliates; (vi) merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of iHeartCommunications’ assets; (vii) sell certain assets, including capital stock of iHeartCommunications’ subsidiaries; (viii) designate iHeartCommunications’ subsidiaries as unrestricted

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

subsidiaries, and (ix) pay dividends, redeem or repurchase capital stock or make other restricted payments. The New Senior Secured Notes mature on August 15, 2027 and bear interest at a rate of 5.25% per annum. Interest will be payable semi-annually on February 15 and August 15 of each year, beginning on February 15, 2020.

Surety Bonds, Letters of Credit and Guarantees

As of ~~March 31,~~June 30, 2019, the Successor Company and its subsidiaries had outstanding surety bonds and commercial standby letters of credit ~~and bank guarantees~~ of ~~$74.2 million, $144.5~~$17.8 million and ~~$37.3~~$59.2 million, respectively. ~~A portion~~Included within the Successor Company's outstanding commercial standby letters of ~~the outstanding bank guarantees~~credit were ~~supported by $16.9~~$0.9 million held on behalf of ~~cash collateral.~~CCOH. These surety bonds and letters of credit ~~and bank guarantees~~ relate to various operational matters including insurance, ~~bid, concession~~lease and performance bonds as well as other items.

NOTE 69 – 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.

Chapter 11 Cases

~~IHEARTMEDIA, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

7, 2018. We answered the complaint and completed discovery. The trial was held on October 24, 2018. On January 15, 2019, the Bankruptcy Court entered judgment in the Company's favor denying all relief sought by WSFS and all other parties. Pursuant to a settlement (the “Legacy Plan Settlement”) with WSFS and certain consenting Legacy Noteholders of all issues related to confirmation of the Company's plan of reorganization, on May 1, 2019 upon the Company's confirmed plan of reorganization becoming effective, this adversary proceeding ~~shall be~~was deemed withdrawn and/or dismissed, with respect to all parties thereto, with prejudice and in its entirety.

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

the court to grant relief in the form of equitable subordination of the shareholder defendants’ term loan, priority guarantee notes and 2021 notes claims to any and all claims of the legacy noteholders. In addition, the complaint seeks to have any votes to accept the Fourth Amended Plan of Reorganization by Abrams and Highfields on account of their 2021 notes claims, and any votes to accept the Fourth Amended Plan of Reorganization by defendant CCH on account of its junior notes claims, to be designated and disqualified. The Court held a pre-trial conference and oral argument on October 18, 2018. Pursuant to the Legacy Plan Settlement, on May 1, 2019 upon the Company's confirmed Plan of Reorganization becoming effective, this adversary proceeding ~~shall be~~was deemed withdrawn and/or dismissed, with respect to all parties thereto, with prejudice and in its entirety.

Stockholder Litigation

On May 9, 2016, a stockholder of 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 named as defendants the Company, iHeartCommunications, Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P., the Company's pre-bankruptcy private equity sponsors and pre-bankruptcy majority owners (together, the ~~"Sponsor~~"Former Sponsor Defendants"), and the members of CCOH's board of directors. CCOH also was named as a nominal defendant. The complaint alleged that CCOH had 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 Former Sponsor Defendants to the detriment of CCOH and its minority stockholders. Specifically, the complaint alleged that the defendants 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 alleged that the Company, iHeartCommunications and the Sponsor Defendants aided and abetted the directors' breaches of their fiduciary duties. The complaint further alleged 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 sought, among other things, a ruling that the defendants breached their fiduciary duties to CCOH and that the Company, iHeartCommunications and the Former 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 Former 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.

~~IHEARTMEDIA, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

as far-below-market interest rates. Specifically, the complaint alleges that (i) the Company and Sponsor defendants breached their fiduciary duties by exploiting their position of control to require CCOH to enter the Third Amendment on terms unfair to CCOH; (ii) the CCOH Board breached their duty of loyalty by approving the Third Amendment and elevating the interests of the Company, iHeartCommunications and the Sponsor Defendants over the interests of CCOH and its minority unaffiliated stockholders; and (iii) the terms of the Third Amendment could not have been agreed to in good faith and represent a waste of corporate assets by the CCOH Board. The complaint further alleges that the Company, iHeartCommunications and the Sponsor defendants were unjustly enriched as a result of the unfairly favorable terms of the Third Amendment. The plaintiff is seeking, among other things, a ruling that the defendants breached their fiduciary duties to CCOH, a modification of the Third Amendment to bear a commercially reasonable rate of interest, and an order requiring disgorgement of all profits, benefits and other compensation obtained by defendants as a result of the alleged breaches of fiduciary duties.

On March 7, 2018, the defendants filed a motion to dismiss plaintiff's verified derivative complaint for failure to state a claim upon which relief can be granted. On March 16, 2018, the Company filed a Notice of Suggestion of Pendency of Bankruptcy and Automatic Stay of Proceedings. On May 4, 2018, plaintiff filed its response to the motion to dismiss. On June 26, 2018, the defendants filed a reply brief in further support of their motion to dismiss. Oral argument on the motion to dismiss was held on September 20, 2018.

On August 27, 2018, the same stockholder of CCOH that had filed a derivative lawsuit against the Company and others in 2016 (GAMCO Asset Management Inc.) filed a putative class action lawsuit (the “GAMCO II Lawsuit”) in the Court of Chancery of the State of Delaware, captioned GAMCO Asset Management, Inc. v. Hendrix, et al., C.A. No. 2018-0633-JRS. The complaint names as defendants the Former Sponsor Defendants and the members of CCOH’s board of directors. The complaint alleges that minority shareholders in CCOH during the period November 8, 2017 to March 14, 2018 were harmed by decisions of the CCOH Board and the intercompany note committee of the Board relating to the Intercompany Note. Specifically, the complaint alleges that (i) the members of the intercompany note committee breached their fiduciary duties by not demanding payment under the Intercompany Note and issuing a simultaneous dividend after a threshold tied to the Company’s liquidity had been reached; (ii) the CCOH Board breached their fiduciary duties by approving the Third Amendment rather than allowing the Intercompany Note to expire; (iii) the CCOH Board breached their fiduciary duties by not demanding payment under the Intercompany Note and issuing a simultaneous dividend after a threshold tied to the Company’s liquidity had been reached; (iv) the Sponsor Defendants breached their fiduciary duties by not directing the CCOH Board to permit the Intercompany Note to expire and to declare a dividend. The complaint further alleges that the Sponsor Defendants aided and abetted the Board’s alleged breach of fiduciary duties. The plaintiff seeks, among other things, a ruling that the CCOH Board, the intercompany note committee, and the Sponsor Defendants breached their fiduciary duties and that the Sponsor Defendants aided and abetted the Board’s breach of fiduciary duty; and an award of damages, together with pre- and post-judgment interests, to the putative class of minority shareholders.

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

On December 16, 2018, the Debtors, CCOH, GAMCO Asset Management, Inc., and Norfolk County Retirement System entered into a settlement (the “CCOH Separation Settlement”) of all claims, objections, and other causes of action that have been or could be asserted by or on behalf of CCOH, GAMCO Asset Management, Inc., and/or Norfolk County Retirement System by and among the Debtors, CCOH, GAMCO Asset Management, Inc., certain individual defendants in the GAMCO Asset Management, Inc. action and/or the Norfolk County Retirement System action, and the private equity sponsor defendants in such actions. The CCOH Separation Settlement provides for the consensual separation of the Debtors and CCOH, including approximately $149.0 million of recovery to CCOH on account of its claim against iHeartCommunications in the Chapter 11 cases, a $200 million unsecured revolving line of credit from certain of the Debtors to CCOH for a period of up to three years, the transfer of certain of the Debtors’ intellectual property to CCOH, the waiver by the Debtors of the setoff for the value of the transferred intellectual property, mutual

~~IHEARTMEDIA, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

releases, the termination of the cash sweep under the existing Corporate Services Agreement, the termination of any agreements or licenses requiring royalty payments from CCOH to the Debtors for trademarks or other intellectual property, the waiver of any post-petition amounts owed by CCOH relating to such trademarks or other intellectual property, and the execution of a new transition services agreement and other separation documents. The CCOH Separation Settlement was approved by the Bankruptcy Court and the United States District Court for the Southern District of Texas on January 22, 2019.

The Separation Agreement contemplates that in connection with the Separation (i) the cash sweep arrangement under the Corporate Services Agreement between CCOH and iHeartCommunications will terminate, and (ii) any agreements or licenses requiring royalty payments to the Debtors by CCOH for trademarks or other intellectual property, will terminate effective as of December 31, 2018. The Debtors agreed to (i) the repayment of the post-petition intercompany balance outstanding in favor of the Debtors as of December 31, 2018, which was equal to $21.6 million as of that date and (ii) the waiver of the set-off value of any royalties and IP license fees owed to iHeartCommunications equal to approximately $31.8 million from March 14, 2018 through December 31, 2018, such that the resulting intercompany balance on such date was $10.2 million in favor of CCOH, payable on the Effective Date. Since January On May 1, 2019, ~~CCOH has incurred an additional intercompany liability~~the Debtors’ Plan of $52.1 million in favor of iHeartCommunications as of March 31, 2019. Pursuant to an amendment to the Separation Agreement (the "Separation Agreement Amendment"), CCOH has agreed to offset the $149 million amount owed by iHeartCommunications on the Effective Date by $52.1 million, resulting in a total net payment to CCOH of approximately $107 million on the Effective Date (including the $10.2 million payment discussed above). Pursuant to the Amendment, within 15 business days after the Effective Date, iHeartCommunications and CCOH will pay the other any intercompany liability incurred from April 1, 2019 through the Effective Date. The Intercompany Note and Due to iHeartCommunications Note are eliminated in consolidation in our consolidated financial statements. The Bankruptcy Court approved a final order to allow us to continue to provide the day-to-day cash management services for CCOH during the Chapter 11 Cases. Upon the occurrence of the Separation on the Effective Date, we will cease to provide these services for CCOH.

~~China Investigation~~

Several employees of Clear Media Limited, an indirect, non-wholly-owned subsidiary of the Company whose ordinary shares are listed on the Hong Kong Stock Exchange, are subject to an ongoing police investigation in China for misappropriation of funds. The Company is not aware of any litigation, claim or assessment pending against the Company in relation to this investigation. Based on information known to date, the Company believes any contingent liabilities arising from potential misconduct that has been or may be identified by the investigation in China are not material to the Company’s consolidated financial statements. The effect of the misappropriation of funds is reflected in these financial statements in the appropriate periods.

~~The Company advised both the United States Securities and Exchange Commission~~Reorganization went effective, and the ~~United States Department of Justice of the investigation at Clear Media Limited~~Norfolk Lawsuit and is cooperating to provide information in response to inquiries from the agencies. The Clear Media Limited investigation could implicate the books and records, internal controls and anti-bribery provisions of the U.S. Foreign Corrupt Practices Act, which statute and regulations provide for potential monetary penalties as well as criminal and civil sanctions. It is possible that monetary penalties and other sanctions could be assessed on the Company in connectionGAMCO II Lawsuit were each subsequently dismissed with ~~this matter. The nature and amount of any monetary penalty or other sanctions cannot reasonably be estimated at this time and could be qualitatively or quantitatively material to the Company.~~

~~Italy Investigation~~

During the three months ended June 30, 2018, the Company identified misstatements associated with VAT obligations in its business in Italy, which resulted in an understatement of its VAT obligation. These misstatements resulted in an understatement of other long-term liabilities of $16.9 million as of December 31, 2017. The effect of these misstatements is reflected in the historical financial statements in the appropriate periods. Upon identification of these misstatements, the Company undertook certain procedures, including a forensic investigation, which is ongoing. In addition, the Company voluntarily disclosed the matter and preliminary findings to the Italian tax authorities in order to commence a discussion on the appropriate calculation of the VAT position. The current expectation is that the Company may have to repay to the Italian tax authority a substantial portion of the VAT previously applied as a credit in relation to the transactions under investigation, amounting to approximately $17 million, including estimated possible penalties and interest. The Company made a payment of approximately $8.6 million during the fourth quarter of 2018 and expects to pay the remainder during the last half of 2019. The ultimate amount to be paid may differ from the estimates, and such differences may be material.

prejudice.

~~IHEARTMEDIA, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

NOTE 710 – INCOME TAXES

Income Tax Expense

The Company’s income tax expense for the Period from May 2, 2019 through June 30, 2019 (Successor), the Period from April 1, 2019 through May 1, 2019 (Predecessor), the three months ended ~~March 31,~~June 30, 2018 (Predecessor), the Period from January 1, 2019 through May 1, 2019 (Predecessor) and the six months ended June 30, 2018 (Predecessor), respectively, consisted of the following components:

(In thousands) Three Months Ended March 31,
2019 2018
Current tax expense $ (1,926 ) $ (4,672 )
Deferred tax benefit 5,357
122,038
Income tax benefit $ 3,431
$ 117,366



(In thousands)	Successor Company			Predecessor Company
	Period from May 2, 2019 through June 30,			Period from April 1, 2019 through May 1,			Three Months Ended June 30,
	2019			2019			2018
Current tax benefit (expense)	$	(2,947	)	$	6,950		$	(30,354	)
Deferred tax expense	(13,056		)	(107,239		)	(111,678		)
Income tax expense	$	(16,003	)	$	(100,289	)	$	(142,032	)



(In thousands)	Successor Company			Predecessor Company
	Period from May 2, 2019 through June 30,			Period from January 1, 2019 through May 1,			Six Months Ended June 30,
	2019			2019			2018
Current tax benefit (expense)	$	(2,947	)	$	76,744		$	(6,570	)
Deferred tax benefit (expense)	(13,056		)	(115,839		)	27,271
Income tax benefit (expense)	$	(16,003	)	$	(39,095	)	$	20,701

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

of liabilities for unrecognized tax benefits that were discharged upon emergence; and (4) tax benefit for the reduction in valuation allowance resulting from the adjustments described above. The Company recorded income tax expense of $185.4 million for fresh start adjustments in the Predecessor period, consisting of $529.1 million tax expense for the increase in deferred tax liabilities resulting from fresh start accounting adjustments, which was partially offset by $343.7 million tax benefit for the reduction in the valuation allowance on our deferred tax assets.

The effective tax rate for the three and six months ended ~~March 31, 2019~~June 30, 2018 (Predecessor) was 130.3% and ~~2018 was 2.5% and 21.3%~~5.7%, respectively. The ~~decrease~~2018 effective tax rates were primarily impacted by the valuation allowance recorded against deferred tax assets resulting from current period interest expense limitation carryforward in U.S. federal and certain state jurisdictions due to uncertainty regarding our ability to realize those assets in future periods.

As a result of the Plan of Reorganization, the Company expects the majority of its federal NOL carryforwards and certain state NOL carryforwards to be reduced or eliminated as a result of the CODI realized from the bankruptcy emergence. Pursuant to the attribute reduction and ordering rules set forth in the ~~effective~~Internal Revenue Code of 1986, as amended (the “Code”), the reduction in the Company’s tax ~~rate is primarily attributed to~~attributes for excludible CODI does not occur until the last day of the Company’s tax year, December 31, 2019. Accordingly, the tax ~~effects~~adjustments recorded in the Predecessor period represent our best estimate using all available information at June 30, 2019. Additionally, the Company recognized a capital loss for tax purposes as a result of the ~~impairment charge recorded in relation~~series of transactions to ~~indefinite-lived FCC licenses~~effect the Plan of Reorganization. This capital loss may be carried forward to offset capital gains recognized by the Company in the ~~current period, and also attributed~~next five years, subject to ~~year over year changes in~~annual limitations under Section 382 of the ~~forecasted mix~~Code. The deferred tax asset associated with the capital loss carryforward is offset by a valuation allowance due to significant uncertainty regarding the Company’s ability to utilize the carryforward prior to its expiration. The final tax impacts of ~~earnings~~the bankruptcy emergence, as well as the Plan of Reorganization’s overall effect on the Company’s tax attributes and tax ~~rates~~basis in assets will be refined based on the ~~jurisdictions in which~~Company’s final December 31, 2019 financial position as required under the ~~Company operates.~~Code. The final tax impacts on the companies tax attributes could change significantly from the current estimates.

NOTE 811 – ~~SHARE-BASED COMPENSATION AND LOSS PER SHARE~~STOCKHOLDER'S EQUITY (DEFICIT)

~~The~~Historically, the Company ~~has~~ granted restricted shares of the Company's Class A common stock ~~and CCOH has~~to certain key individuals. In connection with the effectiveness of the Plan of Reorganization, all unvested restricted shares were canceled.

Pursuant to the new equity incentive plan the Company entered into in connection with the effectiveness of our Plan of Reorganization, we have granted ~~restricted stock,~~ restricted stock units and options to purchase shares of ~~CCOH's~~the Company's Class A common stock to certain key individuals.

~~COMPUTATION OF LOSS PER SHARE~~Predecessor Common Stock

The following table presents the balances of the Company's Class A, Class B, Class C and Class D Common Stock as of June 30, 2019 and December 31, 2018 are as below:

(In thousands, except per share data) Three Months Ended
March 31,
2019 2018
NUMERATOR:
Net loss attributable to the Company – common shares $ (114,383 ) $ (416,994 )

DENOMINATOR:

Weighted average common shares outstanding - basic 85,649
85,215
Weighted average common shares outstanding - diluted⁽¹⁾
85,649
85,215

Net loss attributable to the Company per common share:

Basic $ (1.34 ) $ (4.89 )
Diluted $ (1.34 ) $ (4.89 )



(In thousands, except share and per share data)	Successor Company	Predecessor Company
	June 30, 2019	December 31, 2018
	(Unaudited)
Predecessor Class A Common Stock, par value $.001 per share, authorized 400,000,000 shares, no shares issued in 2019 and 32,292,944 shares issued in 2018	—	32
Predecessor Class B Common Stock, par value $.001 per share, authorized 150,000,000 shares, no shares issued in 2019 and 555,556 shares issued in 2018	—	1
Predecessor Class C Common Stock, par value $.001 per share, authorized 100,000,000 shares, no shares issued in 2019 and 58,967,502 shares issued in 2018	—	59
Predecessor Class D Common Stock, par value $.001 per share, authorized 200,000,000 shares, no shares issued in 2019 and 2018	—	—

Successor Common Stock

Class A Common Stock

Holders of shares of the Successor Company's Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the Successor Company's Class A common stock will have the exclusive right to vote for the election of directors. There will be no cumulative voting rights in the election of directors.

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

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

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

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

On July 18, 2019, the Company’s Class A common stock was listed and began trading on the NASDAQ Global Select Market ("Nasdaq") under the ticker symbol “IHRT”.

Class B Common Stock

Holders of shares of the Successor Company's Class B common stock are not entitled to vote for the election of directors or, in general, on any other matter submitted to a vote of the Company’s stockholders, but are entitled to one vote per share on the following matters: (a) any amendment or modification of any specific rights or obligations of the holders of Class B common stock that does not similarly affect the rights or obligations of the holders of Class A common stock, in which case the holders of Class B Common Stock will be entitled to a separate class vote, with each share of Class B common stock having one vote; and (b) to the extent submitted to a vote of our stockholders, (i) the retention or dismissal of outside auditors by the Company, (ii) any dividends or distributions to our stockholders, (ii) any material sale of assets, recapitalization, merger, business combination, consolidation, exchange of stock or other similar reorganization of the Company or any of its subsidiaries, (iv) the adoption of any amendment to our certificate of incorporation, (v) other than in connection with any management equity or similar plan adopted by the Company's Board, any authorization or issuance of equity interests, or any security or instrument convertible into or exchangeable for equity interests, in the Company or any of its subsidiaries, and (vi) the liquidation of the Company, in which case in respect to any such vote concerning the matters described in clause (b), the holders of Class B common stock are entitled to vote with the holders of the Class A common stock, with each share of common stock having one vote and voting together as a single class.

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

Holders of shares of the Successor Company's Class B common stock are entitled to receive dividends when and if declared by the Company's Board out of funds legally available therefor and whenever any dividend is made on the shares of the Successor Company's Class A common stock subject to certain exceptions set forth in our certificate of incorporation. Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of the Successor Company's Class B common stock will be entitled to receive pro rata with holders of the Successor Company's Class A common stock our remaining assets available for distribution.

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Special Warrants

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

To the extent there are any dividends declared or distributions made with respect to the Successor Class A common stock or Successor Class B common stock, those dividends or distributions will also be made to holders of Special Warrants concurrently and on a pro rata basis based on their ownership of common stock underlying their Special Warrants on an as-exercised basis; provided, that no such distribution will be made to holders of Special Warrants if (x) the Communications Act or an FCC rule prohibits such distribution to holders of Special Warrants or (y) our FCC counsel opines that such distribution is reasonably likely to cause (i) the Company to violate the Communications Act or any applicable FCC rule or (ii) any such holder not to be deemed to hold a noncognizable (under FCC rules governing foreign ownership) future equity interest in the Company; provided further, that, if any distribution of common stock or any other securities to a holder of Special Warrants is not permitted pursuant to clauses (x) or (y), the Company will cause economically equivalent warrants to be distributed to such holder in lieu thereof, to the extent that such distribution of warrants would not violate the Communications Act or any applicable FCC rules.

To the extent within the Company's control, any tender or exchange offer subject to Sections 13 or 14 of the Exchange Act for the Successor Class A common stock, Successor Class B common stock or Special Warrants will be made concurrently and on a pro rata basis (in the case of holders of Special Warrants, based upon their ownership of common stock underlying their Special Warrants on an as-exercised basis) to all holders of Successor Class A common stock, Successor Class B common stock and Special Warrants. Distributions to holders of Special Warrants and payments to holders of Special Warrants pursuant to a tender or exchange offer for Special Warrants subject to Sections 13 or 14 of the Exchange Act will be made in compliance with FCC ownership conditions.

The number of shares of the Successor Company's common stock to be received upon exercise of each special warrant is subject to adjustment from time to time. Such number will increase or decrease proportionally upon any increase or decrease in the number of shares of the Successor Company's common stock outstanding resulting from any subdivisions, splits, combination or reverse splits (except in connection with a change of control). The Company is not required to issue fractional shares in connection with the exercise of Special Warrants, and may either pay an amount in cash in lieu of such fractional shares or round the number of shares received to the nearest whole number. The exercise price is not subject to any adjustment.

Upon the occurrence of any reclassification or recapitalization whereby holders of the Successor Company's common stock are entitled to receive proceeds in cash, stock, securities or other assets or property with respect to or in exchange for common stock, holders who exercise Special Warrants are entitled to receive such proceeds commensurate with the number of shares of common stock they would have received if they had exercised their Special Warrants immediately prior to such reclassification or recapitalization. Upon a change of control in which the only consideration payable to holders of common stock is cash, each special warrant will be deemed to be exercised immediately prior to the consummation of such change of control and the holder will receive solely the cash consideration to which such holder would have been entitled as a result of such change of control. Upon a change of control in which the consideration payable to holders of common stock is other than only cash, at the Company's option, each special warrant will be either (A) assumed by the party surviving such change of control and will continue to be exercisable for the kind and amount of consideration to which such holder would have been entitled as a result of such change of control had the special warrant been exercised immediately prior, or (B) if not assumed by the party surviving such change of control, deemed to be exercised immediately prior to the consummation of such change of control and the holder will receive the consideration to which such holder would have been entitled as a result of such Change of Control, less the exercise price, as though the special warrant had been exercised immediately prior.

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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

Computation of Income (Loss) per Share



(In thousands, except per share data)	Successor Company		Predecessor Company
	Period from May 2, 2019 through June 30,		Period from April 1, 2019 through May 1,			Three Months Ended June 30,
	2019		2019			2018
NUMERATOR:
Net loss attributable to the Company – common shares	$	38,793	$	11,298,524		$	(69,899	)
Less:
Non-controlling interest from discontinued operations, net of tax - common shares	$	—	$	(2,190	)	$	(3,609	)
Income (loss) from discontinued operations, net of tax	—		1,854,677			(33,229		)
Total income (loss) from discontinued operations, net of tax - common shares	$	—	$	1,852,487		$	(36,838	)
Income (loss) from continuing operations	$	38,793	$	9,446,037		$	(33,061	)

DENOMINATOR⁽¹⁾:
Weighted average common shares outstanding - basic	145,275		85,652			85,280
Stock options and restricted stock⁽²⁾:	23		—			—
Weighted average common shares outstanding - diluted	145,298		85,652			85,280

Net loss attributable to the Company per common share:
From continuing operations - Basic	$	0.27	$	110.28		$	(0.39	)
From discontinued operations - Basic	$	—	$	21.63		$	(0.43	)
From continuing operations - Diluted	$	0.27	$	110.28		$	(0.39	)
From discontinued operations - Diluted	$	—	$	21.63		$	(0.43	)

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



(In thousands, except per share data)	Successor Company		Predecessor Company
	Period from May 2, 2019 through June 30,		Period from January 1, 2019 through May 1,		Six Months Ended June 30,
	2019		2019		2018
NUMERATOR:
Net loss attributable to the Company – common shares	$	38,793	$	11,184,141	$	(486,893	)
Less:
Non-controlling interest from discontinued operations, net of tax - common shares	$	—	$	19,028	$	12,437
Income (loss) from discontinued operations, net of tax	—		1,685,123		(157,477		)
Total income (loss) from discontinued operations, net of tax - common shares	$	—	$	1,704,151	$	(145,040	)
Income (loss) from continuing operations	$	38,793	$	9,479,990	$	(341,853	)

DENOMINATOR⁽¹⁾:
Weighted average common shares outstanding - basic	145,275		86,241		85,248
Stock options and restricted stock⁽²⁾:	23		—		—
Weighted average common shares outstanding - diluted	145,298		86,241		85,248

Net loss attributable to the Company per common share:
From continuing operations - Basic	$	0.27	$	109.92	$	(4.01	)
From discontinued operations - Basic	$	—	$	19.76	$	(1.70	)
From continuing operations - Diluted	$	0.27	$	109.92	$	(4.01	)
From discontinued operations - Diluted	$	—	$	19.76	$	(1.70	)


⁽¹⁾	The 81,453,648 Special Warrants issued at Emergence are included in both the basic and diluted weighted average common shares outstanding of the Successor Company for the Period from May 2, 2019 through June 30, 2019.

⁽²⁾

Outstanding equity awards of 1.3 million for the Successor Company for the Period from May 2, 2019 through June 30, 2019 were not included in the computation of diluted earnings per share because to do so would have been antidilutive. Outstanding equity awards of 5.9 million, 8.0 million, 5.9 million and ~~8.2~~8.0 million of the Predecessor Company for the Period from April 1, 2019 through May 1, 2019, the three months ended ~~March 31,~~June 30, 2018, the Period from January 1, 2019 through May 1, 2019 and the six months ended June 30, 2018 respectively, were not included in the computation of diluted earnings per share because to do so would have been antidilutive.

NOTE 912 — OTHER INFORMATION

Other Comprehensive Income (Loss)

There was no change in deferred income tax liabilities resulting from adjustments to comprehensive loss for the Period from May 2, 2019 through June 30, 2019 (Successor), the Period from April 1, 2019 through May 2 (Predecessor), the three months ended ~~March 31, 2019 and 2018.~~

~~Preferred Equity Commitment~~

On April 8, 2019, the Company, iHeartCommunications, iHeart Operations, Inc. ("iHeart Operations"), and CCH entered into a Preferred Equity Commitment Letter (the "Commitment Letter") with an investor. Pursuant to the Commitment Letter, the investor

~~IHEARTMEDIA, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

has agreed to purchase (i) 60,000 shares of Series A Perpetual Preferred Stock, par value $0.001 per share (the "iHeart Operations Preferred Stock"), of iHeart Operations, Inc. having an aggregate initial liquidation preference of $60 million for a cash purchase price of $60 million and (ii) 45,000 shares of Series A Perpetual Preferred Stock, par value $0.01 per share, of CCH having an aggregate initial liquidation preference of $45 million for a cash purchase price of $45 million.

Holders of the iHeart Operations Preferred Stock will be entitled to receive, as and when declared by the board of directors of iHeart Operations, in respect of each share, cumulative dividends accruing daily and payable quarterly at a per annum rate equal to the sum of (1) the greater of (a) LIBOR and (b) two percent, plus (2) the applicable margin, which is calculated as a function of iHeartMedia’s consolidated total leverage ratio. Dividends will be payable on the liquidation preference. Unless all accrued and unpaid dividends on the iHeart Operations Preferred Stock are paid in full, no dividends or distributions may be paid on any equity interests of iHeartMedia or its subsidiaries other than iHeart Operations, and no such equity interests may be repurchased or redeemed (subject to certain exceptions that are specified in the certificate of designations for the iHeart Operations Preferred Stock). Dividends, if declared, will be payable on March 31, June 30, ~~September 30 and December 31 of each year (or on~~2018 (Predecessor), the ~~next business day if such date is not a business day).~~

Upon (i) a liquidation, dissolution or winding up of iHeart Operations, iHeartMedia or iHeartCommunications, together with the subsidiaries of such entity, taken as a whole, (ii) a bankruptcy event, (iii) a change of control, (iv) a sale or transfer of all or substantially all of iHeart Operations’, iHeartMedia’s or iHeartCommunications’ assetsPeriod from January 1, 2019 through May 2 (Predecessor) and the assets of such entity’s subsidiaries, taken as a whole in a single transaction (other than to iHeartMedia or any of its subsidiaries), or a series of transactions, (v) an acceleration or payment default of indebtedness of iHeart Operations, iHeartMedia or any of its subsidiaries of $100 million or more or (vi) consummation of certain equity offerings of iHeartMedia, iHeart Operations or iHeartCommunications or certain significant subsidiaries, then any holder of shares of iHeart Operations Preferred Stock may require iHeartMedia to purchase such holder’s shares of iHeart Operations Preferred Stock at a purchase price equal to (a) the liquidation preference plus a make-whole premium, if such purchase is consummated prior to the third anniversary of the issue date or (b) the liquidation preference, if the purchase is consummated on or after the third anniversary of the issue date.six months ended June 30, 2018 (Predecessor).

~~On the tenth anniversary of the issue date, the shares of iHeart Operations Preferred Stock will be subject to mandatory redemption for an amount equal to the liquidation preference.~~

~~IHEARTMEDIA, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

NOTE 1013 – SEGMENT DATA

The Company’s ~~reportable segments, which it believes best reflect how the Company~~primary business is ~~currently managed, are iHM, Americas outdoor advertising and International outdoor advertising.~~included in its Audio segment. Revenue and expenses earned and charged between ~~segments~~Audio, Corporate and the Company's Audio & Media Services businesses are ~~recorded at estimated fair value and~~ eliminated in consolidation. The ~~iHM~~Audio segment provides media and entertainment services via broadcast and digital delivery and also includes the Company’s events and national syndication businesses. The ~~Americas outdoor advertising segment consists of operations primarily in the United States. The International outdoor advertising segment primarily includes operations in Europe, Asia~~Audio & Media Services business provides other audio and ~~Latin America. The Other category includes~~media services, including the Company’s media representation business ~~as well as other general support services~~ and ~~initiatives that are ancillary to the Company’s other businesses.~~its provider of scheduling and broadcast software. Corporate includes infrastructure and support, including executive, information technology, human resources, legal, finance and administrative functions for ~~each of~~ the Company’s ~~reportable segments, as well as overall executive, administrative and support functions.~~businesses. Share-based payments are recorded in corporate expense.

In conjunction with the Separation and the Reorganization, the Company revised its segment reporting, as discussed in Note 1.

The following table presents the Company's ~~reportable~~ segment results for the ~~three months ended March 31,~~Successor Company for the Period from May 2, 2019 ~~and 2018:~~through June 30, 2019:


Successor Company																				Successor Company
(In thousands)	iHM		Americas Outdoor		International Outdoor			Other			Corporate and other reconciling items			Eliminations			Consolidated			Audio		Audio & Media Services		Corporate and other reconciling items			Eliminations			Consolidated
Three Months Ended March 31, 2019
Period from May 2, 2019 through June 30, 2019																				Period from May 2, 2019 through June 30, 2019
Revenue	$	765,810	$	272,722	$	314,394		$	30,190		$	—		$	(1,217	)	$	1,381,899		$	596,230	$	40,537	$	—		$	(1,121	)	$	635,646
Direct operating expenses	267,114		130,519		217,308			1			—			(23		)	614,919			179,471		4,872		—			(52		)	184,291
Selling, general and administrative expenses	307,729		51,636		71,330			25,251			—			(223		)	455,723			206,006		22,195		—			(1,061		)	227,140
Corporate expenses	—		—		—			—			75,671			(971		)	74,700			—		—		34,398			(8		)	34,390
Depreciation and amortization	30,417		39,496		34,581			2,945			5,927			—			113,366			54,577		3,619		1,187			—			59,383
Impairment charges	—		—		—			—			91,382			—			91,382
Other operating expense, net	—		—		—			—			(3,549		)	—			(3,549		)	—		—		3,246			—			3,246
Operating income (loss)	$	160,550	$	51,071	$	(8,825	)	$	1,993		$	(176,529	)	$	—		$	28,260		$	156,176	$	9,851	$	(32,339	)	$	—		$	133,688
Intersegment revenues	$	226	$	991	$	—		$	—		$	—		$	—		$	1,217		$	112	$	1,009	$	—		$	—		$	1,121
Capital expenditures	$	20,690	$	11,408	$	14,819		$	37		$	4,172		$	—		$	51,126		$	13,554	$	830	$	3,051		$	—		$	17,435
Share-based compensation expense	$	—	$	—	$	—		$	—		$	2,227		$	—		$	2,227		$	—	$	—	$	3,039		$	—		$	3,039

Three Months Ended March 31, 2018
Revenue	$	744,568	$	255,847	$	342,551		$	28,218		$	—		$	(1,536	)	$	1,369,648
Direct operating expenses	241,066		124,873		236,416			—			—			—			602,355
Selling, general and administrative expenses	321,270		48,950		78,458			24,822			—			(513		)	472,987
Corporate expenses	—		—		—			—			79,757			(1,023		)	78,734
Depreciation and amortization	58,333		44,504		38,565			3,766			6,266			—			151,434
Impairment charges	—		—		—			—			—			—			—
Other operating expense, net	—		—		—			—			(3,286		)	—			(3,286		)
Operating income (loss)	$	123,899	$	37,520	$	(10,888	)	$	(370	)	$	(89,309	)	$	—		$	60,852
Intersegment revenues	$	14	$	1,522	$	—		$	—		$	—		$	—		$	1,536
Capital expenditures	$	9,077	$	12,907	$	15,272		$	40		$	1,407		$	—		$	38,703
Share-based compensation expense	$	—	$	—	$	—		$	—		$	2,684		$	—		$	2,684

IHEARTMEDIA, INC. AND SUBSIDIARIES ~~(DEBTOR-IN-POSSESSION)~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following table presents the Company's segment results for the Predecessor Company for the periods noted. The presentation of prior period amounts has been restated to conform to the presentation of the Successor period.



Predecessor Company
(In thousands)	Audio		Audio and Media Services		Corporate and other reconciling items			Eliminations			Consolidated
Period from April 1, 2019 through May 1, 2019
Revenue	$	260,461	$	17,970	$	—		$	(757	)	$	277,674
Direct operating expenses	90,254		2,549		—			(222		)	92,581
Selling, general and administrative expenses	93,880		10,203		—			(531		)	103,552
Corporate expenses					18,983			(4		)	18,979
Depreciation and amortization	11,682		1,204		1,658			—			14,544
Other operating expense, net	—		—		(127		)	—			(127		)
Operating income (loss)	$	64,645	$	4,014	$	(20,768	)	$	—		$	47,891
Intersegment revenues	$	56	$	701	$	—		$	—		$	757
Capital expenditures	$	11,136	$	577	$	1,530		$	—		$	13,243
Share-based compensation expense	$	—	$	—	$	105		$	—		$	105

Three Months Ended June 30, 2018
Revenue	$	831,948	$	61,417	$	—		$	(1,601	)	$	891,764
Direct operating expenses	256,861		6,930		—			(39		)	263,752
Selling, general and administrative expenses	298,644		31,118		—			(1,562		)	328,200
Corporate expenses	—		—		52,478			—			52,478
Depreciation and amortization	55,245		4,508		5,124			—			64,877
Other operating expense, net	—		—		(1,218		)	—			(1,218		)
Operating income (loss)	$	221,198	$	18,861	$	(58,820	)	$	—		$	181,239
Intersegment revenues	$	—	$	1,601	$	—		$	—		$	1,601
Capital expenditures	$	14,877	$	654	$	1,744		$	—		$	17,275
Share-based compensation expense	$	—	$	—	$	594		$	—		$	594

Period from January 1, 2019 through May 1, 2019
Revenue	$	1,006,677	$	69,362	$	—		$	(2,568	)	$	1,073,471
Direct operating expenses	350,501		9,559		—			(364		)	359,696
Selling, general and administrative expenses	396,032		42,497		—			(2,184		)	436,345
Corporate expenses					66,040			(20		)	66,020
Depreciation and amortization	40,982		5,266		6,586			—			52,834
Impairment charges	—		—		91,382			—			91,382
Other operating expense, net	—		—		(154		)	—			(154		)
Operating income (loss)	$	219,162	$	12,040	$	(164,162	)	$	—		$	67,040
Intersegment revenues	$	243	$	2,325	$	—		$	—		$	2,568
Capital expenditures	$	31,177	$	1,263	$	3,757		$	—		$	36,197
Share-based compensation expense	$	—	$	—	$	498		$	—		$	498

Six Months Ended June 30, 2018
Revenue	$	1,557,050	$	110,759	$	—		$	(3,273	)	$	1,664,536
Direct operating expenses	490,802		14,108		—			(92		)	504,818
Selling, general and administrative expenses	614,561		62,898		—			(3,167		)	674,292
Corporate expenses	—		—		105,390			(14		)	105,376
Depreciation and amortization	112,294		9,558		10,399			—			132,251
Other operating income, net	—		—		(4,450		)	—			(4,450		)
Operating income (loss)	$	339,393	$	24,195	$	(120,239	)	$	—		$	243,349
Intersegment revenues	$	—	$	3,273	$	—		$	—		$	3,273
Capital expenditures	$	23,878	$	770	$	2,658		$	—		$	27,306
Share-based compensation expense	$	—	$	—	$	1,172		$	—		$	1,172

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1114 – CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

~~The Company is~~iHeartCommunications Line of Credit

On the Effective Date, iHeartCommunications entered into a ~~party to a management~~revolving loan agreement with ~~certain affiliates~~CCOL and Clear Channel International, Ltd., both subsidiaries of ~~Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. (together, the "Sponsors") and certain other parties pursuant~~CCOH, governing a revolving credit facility that provides for borrowings of up to ~~which such affiliates~~$200 million. The iHeartCommunications line of the Sponsors provided management and financial advisory services until December 31, 2018. These agreements required 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. Incredit is unsecured. On July 30, 2019, in connection with the ~~Reorganization,~~consummation of an underwritten public offering of common stock of CCOH, CCOL terminated the ~~Company is not recognizing management fees following~~iHeartCommunications line of credit. As of June 30, 2019 and the ~~Petition Date.~~date of termination, there were no amounts drawn under the facility.

Transition Services Agreement

Pursuant to the Transition Services Agreement between us, iHeartMedia Management Services, Inc. (‘‘iHM Management Services’’), iHeartCommunications and CCOH, for one year from the Effective Date (subject to certain rights of New CCOH to extend up to one additional year, as described below), iHM Management Services has agreed to provide, or cause us, iHeartCommunications, iHeart Operations or any member of the iHeart Group to provide, CCH with certain administrative and support services and other assistance which CCH will utilize in the conduct of its business as such business was conducted prior to the Separation. The ~~Company recognized management fees~~transition services may include, among other things, (a) treasury, payroll and ~~reimbursable expenses of $3.1 million~~other financial related services, (b) certain executive officer services, (c) human resources and employee benefits, (d) legal and related services, (e) information systems, network and related services, (f) investment services and (g) procurement and sourcing support.

The charges for the ~~three months ended March 31, 2018. As~~transition services will generally be intended to be consistent with the Corporate Services Agreement. The allocation of cost is based on various measures depending on the service provided, which measures include relative revenue, employee headcount or number of users of a service. New CCOH may request an extension of the ~~effective date of~~term for all services or individual services for one-month periods for up to an additional 12 months, and the ~~Plan of Reorganization, these management fees~~price for transition services provided during such extended term will be ~~waived.~~

~~IHEARTMEDIA, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~NOTE 12– LIABILITIES SUBJECT TO COMPROMISE~~

As discussed in Note 1, "Basis of Presentation", since the Petition Date, the Company has been operating as debtor in possession under the jurisdiction of the Bankruptcy Court and in accordance with provisions of the Bankruptcy Code. On the accompanying Consolidated Balance Sheets, the caption “Liabilities subject to compromise” reflects the expected allowed amount of the pre-petition claims that are not fully secured and that have at least a possibility of not being repaid at the full claim amount. Liabilities subject to compromise at March 31, 2019 and December 31, 2018 consisted of the following:

(In thousands) March 31,
2019 December 31, 2018
Accounts payable $ 32,232
$ 32,807
Current operating lease liabilities 32,065
—
Accrued expenses 12,050
23,277
Deferred taxes 653,522
644,926
Noncurrent operating lease liabilities 397,158
—
Other long-term liabilities 15,916
87,096
Accounts payable, accrued and other liabilities 1,142,943
788,106
Debt subject to compromise 15,143,713
15,149,477
Accrued interest on debt subject to compromise 542,673
542,673
Long-term debt and accrued interest 15,686,386
15,692,150
Total liabilities subject to compromise $ 16,829,329
$ 16,480,256

Determination of the value at which liabilities will ultimately be settled cannot be made until the Bankruptcy Court approves the Plan of Reorganization and the Company emerges from bankruptcy. The Company will continue to evaluate the amount and classification of its pre-petition liabilities. Any additional liabilities that are subject to compromise will be recognized accordingly, and the aggregate amount of liabilities subject to compromise may change.

~~NOTE 13– REORGANIZATION ITEMS, NET~~

~~Reorganization items incurred as a result of the Chapter 11 Cases are presented separately~~increased for any service other than those identified in the ~~accompanying statements of operations for the three months ended March 31, 2019 and 2018, respectively, and were as follows:~~

(In thousands) Three Months Ended March 31,
2019 2018
Write-off of deferred long-term debt fees $ —
$ 54,670
Write-off of original issue discount on debt subject to compromise —
131,100
Loss on Liabilities subject to compromise settlement 5
—
Professional fees and other bankruptcy related costs 36,113
6,285
Reorganization items, net $ 36,118
$ 192,055

~~Professional fees included in Reorganization items, net represent fees for post-petition expenses related~~schedules to the ~~Chapter 11 Cases. Write-off~~Transition Services Agreement as an ‘‘IT Service’’ or any other service the use and enjoyment of ~~deferred long-term debt fees and write-off~~which requires the use of ~~original issue discount are included~~another IT Service. New CCOH may terminate the Transition Services Agreement with respect to all or any individual service, in ~~Reorganization items, net.~~

~~As of March 31, 2019, $49.7 million of Reorganization items, net were unpaid and accrued~~whole or in ~~Accounts Payable and Accrued Expenses in the accompanying Consolidated Balance Sheet. As of~~ ~~March 31, 2018, $6.1 million of professional fees were unpaid and accrued in Accounts Payable and Accrued Expenses in the accompanying Consolidated Balance Sheet.~~

~~IHEARTMEDIA, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~NOTE 14– CONDENSED COMBINED DEBTOR-IN-POSSESSION FINANCIAL INFORMATION~~

The financial statements below represent the condensed combined financial statements of the Debtors. The results of the Company’s Non-Filing Entities, which are comprised primarily of the Company's Americas outdoor and International outdoor segments, are not included in these condensed combined financial statements.

Intercompany transactions among the Debtors have been eliminated in the financial statements contained herein. Intercompany transactions among the Debtors and the Non-Filing Entities have not been eliminated in the Debtors’ financial statements.

~~Debtors' Balance Sheet~~

(In thousands) March 31,
2019 December 31, 2018
(Unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 233,596
$ 178,924
Accounts receivable, net of allowance of $24,936 in 2019 and 26,347 in 2018 748,143
866,088
Intercompany receivable 48,771
—
Prepaid expenses 120,009
98,836
Other current assets 41,452
24,576
Total Current Assets 1,191,971
1,168,424
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, net 496,067
501,677
INTANGIBLE ASSETS AND GOODWILL
Indefinite-lived intangibles - licenses 2,318,029
2,409,411
Other intangibles, net 187,197
196,741
Goodwill 3,412,753
3,412,753
OTHER ASSETS
Operating lease right-of-use assets 353,404
—
Other assets 63,461
63,203
Total Assets $ 8,022,882
$ 7,752,209
CURRENT LIABILITIES

Accounts payable $ 41,512
$ 49,129
Intercompany payable —
2,894
Accrued expenses 171,043
296,149
Accrued interest 674
766
Deferred income 128,493
120,328
Current portion of long-term debt 46,510
46,105
Total Current Liabilities 388,232
515,371
Other long-term liabilities 120,662
229,640
Liabilities subject to compromise¹
17,861,051
17,511,976
EQUITY (DEFICIT)
Equity (Deficit) (10,347,063 ) (10,504,778 )
Total Liabilities and Equity (Deficit) $ 8,022,882
$ 7,752,209

¹In connection with the cash management arrangements with CCOH, the Company maintains an intercompany revolving promissory note payable by the Company to CCOH (the "Intercompany Note"), which matures on May 15, 2019. Liabilities subject to compromise include the pre-petition principal amount outstanding under the Intercompany Note, which totals $1,031.7 million as of March 31, 2019 and December 31, 2018.

~~IHEARTMEDIA, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~Debtors' Statements of Operations~~

(In thousands) Three Months Ended March 31,
2019 2018
Revenue $ 790,558
$ 767,007
Operating expenses:
Direct operating expenses (excludes depreciation and amortization) 265,684
239,461
Selling, general and administrative expenses (excludes depreciation and amortization) 329,919
342,951
Corporate expenses (excludes depreciation and amortization) 47,042
44,308
Depreciation and amortization 38,040
67,116
Impairment charges 91,382
—
Other operating expense, net (23 ) (3,232 )
Operating income 18,468
69,939
Interest expense, net¹
338
342,564
Equity in loss of nonconsolidated affiliates (7 ) (32 )
Gain on extinguishment of debt —
5,667
Dividend income²
—
25,483
Other expense, net (42 ) (20,060 )
Reorganization items, net 36,118
192,055
Loss before income taxes (18,037 ) (453,622 )
Income tax benefit 61,373
162,973
Net income (loss) $ 43,336
$ (290,649 )

¹Includes interest incurred during the three months ended March 31, 2019 and 2018 in relation to the post-petition Intercompany Note and interest incurred during the three months ended March 31, 2018 in relation to the pre-petition Intercompany Notes.

²~~Consists of cash dividends received from Non-Debtor entities during the three months ended March 31, 2018.~~

~~IHEARTMEDIA, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~Debtors' Statement of Cash Flows~~

(In thousands) Three Months Ended March 31,
2019 2018
Cash flows from operating activities:
Consolidated net income (loss) $ 43,336
$ (290,649 )
Reconciling items:
Impairment charges 91,382
—
Depreciation and amortization 38,040
67,116
Deferred taxes 8,596
(138,949 )
Provision for doubtful accounts 3,838
6,829
Amortization of deferred financing charges and note discounts, net 405
11,043
Non-cash Reorganization items, net 2,173
191,903
Share-based compensation 393
578
Loss on disposal of operating and other assets 143
1,864
Equity in loss of nonconsolidated affiliates 7
32
Gain on extinguishment of debt —
(5,667 )
Barter and trade income (5,076 ) (357 )
Other reconciling items, net (13 ) (80 )
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
Decrease in accounts receivable 114,107
110,270
Increase in prepaid expenses and other current assets (38,596 ) (66,429 )
Decrease in accrued expenses (127,089 ) (27,223 )
Increase (decrease) in accounts payable (8,192 ) 4,444
Increase in accrued interest 328
301,896
Increase in deferred income 13,049
13,604
Changes in other operating assets and liabilities (1,272 ) (1,116 )
Net cash provided by operating activities 135,559
179,109
Cash flows from investing activities:
Purchases of property, plant and equipment (22,932 ) (10,010 )
Proceeds from disposal of assets 121
1,028
Purchases of other operating assets —
(305 )
Change in other, net (7 ) (29 )
Net cash used for investing activities (22,818 ) (9,316 )
Cash flows from financing activities:
Draws on credit facilities —
25,000
Payments on credit facilities —
(59,000 )
Proceeds from long-term debt 228
—
Payments on long-term debt (6,412 ) (50,027 )
Net transfers to related parties (51,881 ) (51,996 )
Change in other, net (4 ) 2
Net cash used for financing activities (58,069 ) (136,021 )
Net increase in cash, cash equivalents and restricted cash 54,672
33,772
Cash, cash equivalents and restricted cash at beginning of period 182,352
102,468
Cash, cash equivalents and restricted cash at end of period $ 237,024
$ 136,240

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the Debtors' Balance Sheet to the total of the amounts reported in the Debtors' Statement of Cash Flows:

~~IHEARTMEDIA, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

(In thousands) March 31,
2019 December 31,
2018
Cash and cash equivalents $ 233,596
$ 178,924
Restricted cash included in:
Other current assets 3,428
3,428
Total cash, cash equivalents and restricted cash in the Statement of Cash Flows $ 237,024
$ 182,352
part, upon 30 days’ prior written notice, provided that any co-dependent services must be terminated concurrently.

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.

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 segmentprimary business provides media and entertainment services via ~~live~~ broadcast and digital delivery, including our networks businesses, through our Audio segment. We also operate businesses that provide audio and ~~also includes~~media services, including our events and national syndication business. Our Americas outdoor and International outdoor segments provide outdoor advertising services in their respective geographic regions using various digital and traditional display types. Included in the “Other” category is ourfull-service media representation business, Katz Media Group (“Katz Media”) and our provider of scheduling and broadcast software and services, Radio Computing Servicing ("RCS"). Following the Separation, we ceased to operate the outdoor business, which ~~is ancillary~~prior to the Separation was presented as our ~~other businesses.~~

~~We manage~~Americas outdoor segment and our operating segments by focusing primarily on their operating income, while Corporate expenses, Other operating income (expense), net, Interest expense, Gain on marketable securities, Equity in earnings (loss)International outdoor segment. The historical results 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~~the outdoor business have been reclassified ~~to conform to the 2019 presentation.~~as results from discontinued operations.

~~Current Bankruptcy Proceedings~~

On March 14, 2018 (the "Petition Date"), iHeartMedia, Inc. (the “Company”, “iHeartMedia,” “we” or “us”), iHeartCommunications, Inc. (“iHeartCommunications”) and certain of the Company's direct and indirect domestic subsidiaries (collectively, the "Debtors") filed voluntary petitions for relief (the "Chapter 11 Cases") under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code"), in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the "Bankruptcy Court"). Clear Channel Outdoor Holdings, Inc. (“CCOH”) and its direct and indirect subsidiaries did ~~not~~ ~~file voluntary petitions for reorganization under the Bankruptcy Code and are not Debtors in the Chapter 11 Cases.~~

~~The Chapter 11 Cases are being administered under the caption In re: iHeartMedia, Inc.,~~ ~~et al~~. Case No. 18-31274 (MI). The Debtors continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. On April 28, 2018, the Debtors filed a plan of reorganization (as amended, the “Plan of Reorganization”) and a related disclosure statement (as amended, the “Disclosure Statement”) with the Bankruptcy Court. On January 22, 2019, the Bankruptcy Court entered an order confirming the Plan of Reorganization. Subject to the satisfaction of certain conditions, we currently anticipate the Plan of Reorganization will become effective and iHeartMedia will emerge from Chapter 11 on or about May 1, 2019, ~~(the "Effective Date").~~

Onwe consummated the ~~Effective Date,~~Separation and Reorganization, resulting in a substantial reduction in our long-term indebtedness and corresponding cash interest expenses, and significantly extending the maturities of our outstanding indebtedness, as more fully described under “Liquidity and Capital Resources” below. Over the past ten years, we ~~will emerge~~have transitioned our Audio business from ~~Chapter 11 through (a)~~ a ~~series~~single platform radio broadcast operator to a company with multiple platforms including podcasting, networks and live events. We have also invested in numerous technologies and businesses to increase the competitiveness of ~~transactions through which CCOH, its parent Clear Channel Holdings, Inc. (“CCH”) and its subsidiaries will be separated from, and cease to be controlled by us~~our inventory with our advertisers and our ~~subsidiaries (the “Separation”), and (b) a series of transactions through which we will reduce~~audience. We believe that our ~~debt~~ability to generate free cash flow from ~~approximately $16 billion to approximately $5.8 billion and effect a global compromise and settlement among holders of claims in connection~~these business initiatives coupled with the ~~Chapter 11 Cases (the “Reorganization”), which will involve, among other things, (i)~~significant reduction in interest payments due to our reduced level of indebtedness and the ~~restructuring~~elimination of the majority of our ~~indebtedness by (A) replacing~~near-term debt maturities will enable us to generate sufficient cash flows to operate our ~~existing DIP facility with a $450 million senior secured asset-based revolving credit facility (the “New ABL Facility”)~~businesses and ~~(B) issuing to certain of~~de-lever our prepetition senior creditors, on account of their claims, a $3.5 billion senior secured term loan credit facility, $1.45 billion aggregate principal amount of new Senior Unsecured Notes due 2027 and $800 million aggregate principal amount of new Senior Secured Notes due 2026, (ii) our issuance of new common stock and special warrants to holders of claims and interests, subject to ownership restrictions imposed by the FCC, and (iii) the intercompany settlement transactions and sale of the preferred stock of our indirect wholly-owned subsidiary iHeart Operations, Inc., in each case pursuant to the separation and settlement agreement entered into among us, iHeartCommunications, CCH and CCOH (the "Separation Agreement").

Upon the occurrence of the Separation on the Effective Date, iHeartCommunications will enter into a revolving credit facility that provides for borrowings to Clear Channel Outdoor, LLC ("CCOL"), a subsidiary of CCH, at CCOL’s option, of up to $200 million, with any borrowings bearing interest at a rate equal to the prime lending rate (the "iHC Line of Credit"). The iHC Line of Credit will be unsecured. The facility will have a three year maturity, and may be terminated by CCOL earlier at CCOL's option.

~~For more information regarding the impact of the Chapter 11 Cases, see "--Liquidity After Filing the Chapter 11 Cases" and "--Liquidity Following the Reorganization and Separation."~~

balance sheet over time.

Description of our Business

Our ~~iHM~~Audio 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. Our primary source of revenue is derived from selling broadcast 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 working closely with our advertising and marketing partners to develop tools and leverage data to enable advertisers to effectively reach their desired audiences. We continue to expand the choices for listeners and we deliver our content and sell advertising across multiple distribution channels including digitally via our iHeartRadio mobile application, our station websites and other digital platforms which reach national, regional and local audiences. We also generate revenues from our networks, including Premiere and Total Traffic & Weather, as well as through sponsorships and our nationally recognized live events and other revenue streams. We also generate revenue by providing audio and media services to radio and TV broadcast industry participants through our Katz Media and RCS businesses.

Management typically monitors our outdoor advertising business by reviewing the average rates, average revenue per display, occupancy and inventory levels of each of our display types by market. Our outdoor advertising revenue is derived from selling advertising space on the displays we own or operate in key markets worldwide, consisting primarily of billboards, street furniture and transit displays. Part of our long-term strategy for our outdoor advertising businesses is to pursue the technology of digital displays, including flat screens, LCDs 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.

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.~~GDP. Our broadcast national and local revenue, as well as our Katz Media revenue, are generally impacted by political cycles. ~~Internationally, our results are impacted by fluctuations in foreign currency exchange rates as well as~~

Emergence from Bankruptcy

On March 14, 2018, iHeartMedia, Inc. (the “Company,” "iHeartMedia," "we" or "us"), iHeartCommunications, Inc. (“iHeartCommunications”) and certain of the ~~economic conditions~~Company's direct and indirect domestic subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief (the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”), in the ~~foreign markets~~United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”). On April 28, 2018, the Debtors filed a plan of reorganization and a related disclosure statement (as amended, the “Disclosure Statement”) with the Bankruptcy Court, which was subsequently amended by filing the second, third, fourth and fifth amended Plan of Reorganization and amended versions of the Disclosure Statement. On January 22, 2019, the Modified Fifth Amended Joint Chapter 11 Plan of Reorganization of iHeartMedia, Inc. and Its Debtor Affiliates (as further modified, the “Plan of Reorganization”) was confirmed by the Bankruptcy Court.

On May 1, 2019 (the “Effective Date”), the conditions to the effectiveness of the Plan of Reorganization were satisfied and the Company emerged from Chapter 11 through (a) a series of transactions (the “Separation”) through which Clear Channel Outdoor Holdings, Inc. (“CCOH”), its parent Clear Channel Holdings, Inc. (“CCH”) and its subsidiaries (collectively with CCOH and CCH, the “Outdoor Group”) were separated from, and ceased to be controlled by, the Company and its subsidiaries (the “iHeart Group”), and (b) a series of transactions (the “Reorganization”) through which iHeartCommunications’ debt was reduced from approximately $16 billion to approximately $5.8 billion and a global compromise and settlement among holders of claims

(“Claimholders”) in connection with the Chapter 11 Cases was effected. The compromise and settlement involved, among others, (i) the restructuring of iHeartCommunications’ indebtedness by (A) replacing its “debtor-in-possession” credit facility with a $450 million senior secured asset-based revolving credit facility (the “ABL Facility”) and (B) issuing to certain Claimholders, on account of their claims, approximately $3.5 billion aggregate principal amount of new senior secured term loans (the “Term Loan Facility”), approximately $1.45 billion aggregate principal amount of new 8.375% Senior Notes due 2027 (the “Senior Unsecured Notes”) and approximately $800 million aggregate principal amount of new 6.375% Senior Secured Notes due 2026 (the “Senior Secured Notes”), (ii) the Company’s issuance of new Class A common stock, new Class B common stock and special warrants to purchase shares of new Class A common stock and Class B common stock (“Special Warrants”) to Claimholders, subject to ownership restrictions imposed by the Federal Communications’ Commission (“FCC”), (iii) the settlement of certain intercompany transactions, and (iv) the sale of the preferred stock (the “iHeart Operations Preferred Stock”) of the Company’s wholly-owned subsidiary iHeart Operations, Inc. (“iHeart Operations”) in connection with the Separation.

All of the existing equity of the Company was canceled on the Effective Sate pursuant to the Plan of Reorganization.

Beginning on the Effective Date, the Company applied fresh start accounting, which ~~we have operations.~~resulted in a new basis of accounting and the Company becoming a new entity for financial reporting purposes. As a result of the application of fresh start accounting and the effects of the implementation of the Plan of Reorganization, the consolidated financial statements after May 1, 2019 are not comparable with the consolidated financial statements on or prior to that date. Refer to Note 3, "Fresh Start Accounting," to our Consolidated Financial Statements for further details.

Executive Summary

The key developments that impacted our business during the quarter are summarized below:

~~Consolidated revenue~~Our Plan of Reorganization became effective May 1, 2019 resulting in the Separation of the Outdoor business and emerging from the Chapter 11 Cases with a significantly de-leveraged capital structure.

As a result of our emergence from the Chapter 11 Cases, we reduced our long-term debt from approximately $16 billion to approximately $5.8 billion and reduced our leverage from approximately 13x to approximately 2.9x.

Revenue of $913.3 million increased ~~$12.3~~$21.6 million or 2.4% during the ~~three months~~Combined Predecessor and Successor three-month period ended March 31, 2019 compared to the same period of 2018. Excluding the $24.7 million impact from movements in foreign exchange rates, consolidated revenue increased $37.0 million during the three months ended March 31,June 30, 2019 compared to the same period of 2018.

Operating income of $181.6 million was up from $181.2 million in the prior year’s quarter.

Adjusted EBITDA of $262.9 million, up 3.2% year-over-year.

The table below presents a summary of our historical results of operations for the periods presented:



(In thousands)	Successor Company		Predecessor Company		Non-GAAP Combined		Predecessor Company
	Period from May 2, 2019 through June 30,		Period from April 1, 2019 through May 1,		Three Months Ended June 30,		Three Months Ended June 30,			%
	2019		2019		2019		2018			Change
Revenue	$	635,646	$	277,674	$	913,320	$	891,764		2.4	%
Operating income	$	133,688	$	47,891	$	181,579	$	181,239		0.2	%
Adjusted EBITDA	194,753		68,097		262,850		254,784			3.2	%
Net income (loss)	$	38,793	11,300,714		11,339,507		(66,290		)	nm

As of June 30, 2019, we had 56,873,782 shares of Class A Common Stock, 6,947,567 shares of Class B Common Stock and 81,453,648 warrants convertible into Class A or Class B Common Stock outstanding.

In addition, on August 7, 2019, iHeartCommunications completed the sale of $750.0 million in aggregate principal amount of 5.25% Senior Secured Notes due 2027 (the "New Senior Secured Notes") in a ~~result~~private placement. We used the net proceeds from the New Senior Secured Notes, together with cash on hand, to prepay at par $740.0 million of borrowings outstanding under the Term Loan Facility.

Results of Operations

Our financial results for the periods from April 1, 2019 through May 1, 2019, from January 1, 2019 through May 1, 2019 and for the three and six months ended June 30, 2018 are referred to as those of the ~~Chapter 11 Cases,~~“Predecessor” period. Our financial results for the period from May 2, 2019 through June 30, 2019 are referred to as those of the “Successor” period. Our results of operations

as reported in our Consolidated Financial Statements for these periods are prepared in accordance with GAAP. Although GAAP requires that we ~~incurred $36.1 million~~report on our results for the period from April 1, 2019 through May 1, 2019, from January 1, 2019 through May 1, 2019 and the period from May 2, 2019 through June 30, 2019 separately, management views the Company’s operating results for the three and six months ended June 30, 2019 by combining the results of ~~Reorganization items, net during~~the applicable Predecessor and Successor periods because such presentation provides the most meaningful comparison of our results to prior periods.

The Company cannot adequately benchmark the operating results of the period from May 2, 2019 through June 30, 2019 against any of the previous periods reported in its Consolidated Financial Statements without combining it with the period from April 1, 2019 through May 1, 2019 and the period from January 1, 2019 through May 1, 2019 and does not believe that reviewing the results of this period in isolation would be useful in identifying trends in or reaching conclusions regarding the Company’s overall operating performance. Management believes that the key performance metrics such as revenue, operating income and Adjusted EBITDA for the Successor period when combined with the Predecessor period provides more meaningful comparisons to other periods and are useful in identifying current business trends. Accordingly, in addition to presenting our results of operations as reported in our Consolidated Financial Statements in accordance with GAAP, the tables and discussion below also present the combined results for the three and six months ended June 30, 2019.

The combined results for the three months ended ~~March 31,~~June 30, 2019, which we refer to herein as the results for the "three months ended June 30, 2019" represent the sum of the reported amounts for the Predecessor period from April 1, 2019 through May 1, 2019 and ~~reclassified $16.8 billion~~the Successor period from May 2, 2019 through June 30, 2019. The combined results for the six months ended June 30, 2019, which we refer to herein as the results for the "six months ended June 30, 2019" represent the sum of ~~pre-petition claims that~~the reported amounts for the Predecessor period from January 1, 2019 through May 1, 2019 and the Successor period from May 2, 2019 through June 30, 2019. These combined results are not ~~fully secured~~considered to be prepared in accordance with GAAP and ~~that~~ have ~~at least a possibility~~not been prepared as pro forma results per applicable regulations. The combined operating results do not reflect the actual results we would have achieved absent our emergence from bankruptcy and may not be indicative of ~~not being repaid to “Liabilities subject to compromise” on the Consolidated Balance Sheet.~~future results.

~~As a result of our filing of the Chapter 11 Cases, we ceased accruing interest expense on long-term debt reclassified as Liabilities subject to compromise at the Petition Date.~~

Clear Channel Worldwide Holdings, Inc. ("CCWH"), a subsidiary of ours, issued $2,235.0 million of new 9.25% Senior Subordinated Notes due 2024. Proceeds from the new notes were used to pay total principal amount outstanding and accrued and unpaid interest on the $2,200.0 million aggregate principal amount of 7.625% CCWH Series A and Series B Senior Subordinated Notes due 2020.

Revenue and expenses “excluding the impact of foreign exchange movements” in this MD&A are presented because management believes that viewing certain financial results without the impact of fluctuations in foreign currency rates facilitates period to period comparisons of business performance and provides useful information to investors. Revenue and expenses “excluding the impact of foreign exchange movements” are calculated by converting the current period’s revenue and expenses in local currency to U.S. dollars using average foreign exchange rates for the prior period.

~~Consolidated Results of Operations~~

The table below presents the comparison of our historical results of operations for the ~~three months ended March 31, 2019 to~~periods presented:



(In thousands)	Successor Company			Predecessor Company			Non-GAAP Combined			Predecessor Company
	Period from May 2, 2019 through June 30,			Period from April 1, 2019 through May 1,			Three Months Ended June 30,			Three Months Ended June 30,
	2019			2019			2019			2018
Revenue	$	635,646		$	277,674		$	913,320		$	891,764
Operating expenses:
Direct operating expenses (excludes depreciation and amortization)	184,291			92,581			276,872			263,752
Selling, general and administrative expenses (excludes depreciation and amortization)	227,140			103,552			330,692			328,200
Corporate expenses (excludes depreciation and amortization)	34,390			18,979			53,369			52,478
Depreciation and amortization	59,383			14,544			73,927			64,877
Other operating income (expense), net	3,246			(127		)	3,119			(1,218		)
Operating income	133,688			47,891			181,579			181,239
Interest expense (income), net	69,711			(400		)	69,311			10,613
Gain on investments, net	—			—			—			9,175
Equity in loss of nonconsolidated affiliates	(24		)	(59		)	(83		)	(32		)
Other income (expense), net	(9,157		)	150			(9,007		)	(2,058		)
Reorganization items, net	—			9,497,944			9,497,944			(68,740		)
Income from continuing operations before income taxes	54,796			9,546,326			9,601,122			108,971
Income tax benefit (expense)	(16,003		)	(100,289		)	(116,292		)	(142,032		)
Income (loss) from continuing operations	38,793			9,446,037			9,484,830			(33,061		)
Income (loss) from discontinued operations, net of tax	—			1,854,677			1,854,677			(33,229		)
Net income (loss)	38,793			11,300,714			11,339,507			(66,290		)
Less amount attributable to noncontrolling interest	—			2,190			2,190			3,609
Net income (loss) attributable to the Company	$	38,793		$	11,298,524		$	11,337,317		$	(69,899	)



(In thousands)	Successor Company			Predecessor Company			Non-GAAP Combined			Predecessor Company
	Period from May 2, 2019 through June 30,			Period from January 1, 2019 through May 1,			Six Months Ended June 30,			Six Months Ended June 30,
	2019			2019			2019			2018
Revenue	$	635,646		$	1,073,471		$	1,709,117		$	1,664,536
Operating expenses:
Direct operating expenses (excludes depreciation and amortization)	184,291			359,696			543,987			504,818
Selling, general and administrative expenses (excludes depreciation and amortization)	227,140			436,345			663,485			674,292
Corporate expenses (excludes depreciation and amortization)	34,390			66,020			100,410			105,376
Depreciation and amortization	59,383			52,834			112,217			132,251
Impairment charges	—			91,382			91,382			—
Other operating income (expense), net	3,246			(154		)	3,092			(4,450		)
Operating income	133,688			67,040			200,728			243,349
Interest expense (income), net	69,711			(499		)	69,212			331,746
Gain (loss) on investments, net	—			(10,237		)	(10,237		)	9,175
Equity in loss of nonconsolidated affiliates	(24		)	(66		)	(90		)	(63		)
Other income (expense), net	(9,157		)	23			(9,134		)	(22,474		)
Reorganization items, net	—			9,461,826			9,461,826			(260,795		)
Income (loss) from continuing operations before income taxes	54,796			9,519,085			9,573,881			(362,554		)
Income tax benefit (expense)	(16,003		)	(39,095		)	(55,098		)	20,701
Income (loss) from continuing operations	38,793			9,479,990			9,518,783			(341,853		)
Income (loss) from discontinued operations, net of tax	—			1,685,123			1,685,123			(157,477		)
Net income (loss)	38,793			11,165,113			11,203,906			(499,330		)
Less amount attributable to noncontrolling interest	—			(19,028		)	(19,028		)	(12,437		)
Net income (loss) attributable to the Company	$	38,793		$	11,184,141		$	11,222,934		$	(486,893	)

The tables below present the comparison of our revenue streams for the periods presented:



(In thousands)	Successor Company			Predecessor Company			Non-GAAP Combined			Predecessor Company
	Period from May 2, 2019 through June 30,			Period from April 1, 2019 through May 1,			Three Months Ended June 30,			Three Months Ended June 30,
	2019			2019			2019			2018
Broadcast Radio	$	390,540		$	170,632		$	561,172		$	568,968
Digital	64,238			26,840			91,078			68,574
Networks	105,426			50,889			156,315			146,981
Sponsorship and Events	31,790			10,617			42,407			41,256
Audio and Media Services	40,537			17,970			58,507			61,417
Other	4,236			1,483			5,719			6,169
Eliminations	(1,121		)	(757		)	(1,878		)	(1,601		)
Revenue, total	$	635,646		$	277,674		$	913,320		$	891,764



(In thousands)	Successor Company			Predecessor Company			Non-GAAP Combined			Predecessor Company
	Period from May 2, 2019 through June 30,			Period from January 1, 2019 through May 1,			Six Months Ended June 30,			Six Months Ended June 30,
	2019			2019			2019			2018
Broadcast Radio	$	390,540		$	657,864		$	1,048,404		$	1,059,111
Digital	64,238			102,789			167,027			127,941
Networks	105,426			189,088			294,514			279,032
Sponsorship and Events	31,790			50,330			82,120			79,148
Audio and Media Services	40,537			69,362			109,899			110,759
Other	4,236			6,606			10,842			11,818
Eliminations	(1,121		)	(2,568		)	(3,689		)	(3,273		)
Revenue, total	$	635,646		$	1,073,471		$	1,709,117		$	1,664,536

Combined results for the three months ended ~~March 31,~~June 30, 2019 compared to the consolidated results for the three months ended June 30, 2018 isand combined results for the six months ended June 30, 2019 compared to the consolidated results for the six months ended June 30, 2018 were as follows:

(In thousands) Three Months Ended
March 31, %
Change
2019 2018
Revenue $ 1,381,899
$ 1,369,648
0.9%
Operating expenses:
Direct operating expenses (excludes depreciation and amortization) 614,919
602,355
2.1%
Selling, general and administrative expenses (excludes depreciation and amortization) 455,723
472,987
(3.6)%
Corporate expenses (excludes depreciation and amortization) 74,700
78,734
(5.1)%
Depreciation and amortization 113,366
151,434
(25.1)%
Impairment charges 91,382
—
—%
Other operating expense, net (3,549 ) (3,286 )
Operating income 28,260
60,852
(53.6)%
Interest expense 114,764
418,397

Loss on investments, net (9,961 ) (90 )
Equity in earnings (loss) of nonconsolidated affiliates (214 ) 157

Gain (loss) on extinguishment of debt (5,474 ) 100

Other expense, net (761 ) (973 )
Reorganization items, net 36,118
192,055

Loss before income taxes (139,032 ) (550,406 )
Income tax benefit 3,431
117,366

Consolidated net loss (135,601 ) (433,040 )
Less amount attributable to noncontrolling interest (21,218 ) (16,046 )
Net loss attributable to the Company $ (114,383 ) $ (416,994 )

~~Consolidated~~ Revenue

~~Consolidated revenue~~Revenue increased ~~$12.3~~$21.6 million during the three months ended ~~March 31,~~June 30, 2019 compared to the same period of 2018. ~~Excluding the $24.7~~Revenue increased as a result of higher digital revenue which increased $22.5 million ~~impact~~driven by growth in podcasting, primarily as a result of our acquisition of Stuff Media in October 2018, as well as other digital revenue, including live radio and other on-demand services. Broadcast spot revenue decreased $7.8 million, primarily driven by an $8.1 million decrease in political revenue as a result of 2018 being a mid-term congressional election year, partially offset by increased programmatic buying by our national customers. Revenue from ~~movements~~our Network businesses, including both Premiere and Total Traffic & Weather, increased $8.9 million, and Audio and Media Services revenue decreased $2.9 million as a result of a $4.1 million decrease in ~~foreign exchange rates, consolidated revenue~~political revenue.

Revenue increased ~~$37.0~~$44.6 million during the ~~three~~six months ended ~~March 31,~~June 30, 2019 compared to the same period of 2018. The increase in ~~consolidated~~ revenue is primarily due to higher digital revenue of $39.1 million driven by growth ~~from~~in podcasting, primarily as a result of our ~~Americas outdoor business~~acquisition of Stuff Media in October 2018, as well as other digital revenue, including live radio and ~~our iHM business, partially offset by lower~~other on-demand services and revenue from our ~~International outdoor business.~~ Network businesses, including both Premiere and Total Traffic & Weather, which increased $15.0 million. Broadcast spot revenue decreased $10.7 million, primarily due to a $10.9 million decrease in political revenue as a result of 2018 being a mid-term congressional election year. Audio and Media Services revenue decreased $0.9 million due to a $5.1 million decrease in political revenue.

~~Consolidated~~ Direct Operating Expenses

~~Consolidated direct~~Direct operating expenses increased ~~$12.6~~$13.1 million during the three months ended March 31, 2019 compared to the same period of 2018. Excluding the $17.2 million impact from movements in foreign exchange rates, consolidated direct operating expenses increased $29.8 million during the three months ended March 31,June 30, 2019 compared to the same period of 2018. Higher direct operating expenses ~~was~~were driven primarily by ~~our iHM~~higher variable expenses, including digital royalties, content costs and ~~Americas outdoor businesses, primarily~~production expenses from higher podcasting and digital subscription revenue. We also incurred a $1.2 million increase as a result of ~~higher variable expenses driven by revenue growth.~~the application of fresh start accounting, and a $1.2 million increase due to the impact of the adoption of the new leasing standard in the first quarter of 2019.

~~Consolidated~~ Direct operating expenses increased $39.2 million during the six months ended June 30, 2019 compared to the same period of 2018. Higher direct operating expenses were driven primarily by higher digital royalties, content costs and compensation-related expenses from higher podcasting and digital subscription revenue, as well as higher production costs related to our events, including the iHeartRadio Music Awards. We also incurred a $2.4 million increase in lease expense due to the impact of the adoption of the new leasing standard in the first quarter of 2019.

Selling, General and Administrative (“SG&A”) Expenses

~~Consolidated~~ SG&A expenses ~~decreased $17.3~~increased $2.5 million during the three months ended ~~March 31,~~June 30, 2019 compared to the same period of 2018. ~~Excluding~~Higher employee costs, primarily driven by the ~~$5.6~~acquisitions of Stuff Media and Jelli in the fourth quarter of 2018, were partially offset by lower commissions as a result of our revenue mix and by a $1.3 million impact ~~from movements in foreign exchange rates, consolidated~~ as a result of the application of fresh start accounting.

SG&A expenses decreased ~~$11.7~~$10.8 million during the ~~three~~six months ended ~~March 31,~~June 30, 2019 compared to the same period of 2018. ~~Lower~~The decrease in our SG&A expenses ~~resulted primarily from~~was due to lower trade and barter expenses, primarily resulting from timing, partially offset by ~~our iHM business.~~higher employee costs, primarily driven by the acquisitions of Stuff Media and Jelli in the fourth quarter of 2018.

Corporate Expenses

Corporate expenses decreased ~~$4.0~~$0.9 million during the three months ended ~~March 31,~~June 30, 2019 compared to the same period of 2018, primarily as a result of lower ~~sponsor management fees,~~variable incentive compensation expense, partially offset by higher employee benefit costs and share-based compensation expense, which ~~have not been charged since the March 14, 2018 Petition Date.~~increased $2.5 million as a result of a new equity compensation plan entered in connection with our Plan of Reorganization.

~~Depreciation and Amortization~~

~~Depreciation and amortization~~Corporate expenses decreased ~~$38.1~~$5.0 million during the ~~three~~six months ended ~~March 31,~~June 30, 2019 compared to the same period of 2018, primarily as a result of ~~assets becoming fully depreciated or fully amortized, including intangible assets that were recorded~~lower variable incentive compensation, partially offset by higher employee benefit costs and share-based compensation expense, which increased $2.3 million as ~~part~~a result of a new equity compensation plan entered in connection with our Plan of Reorganization.

Depreciation and Amortization

Depreciation and amortization increased $9.1 million and $20.0 million during the three and six months ended June 30, 2019, compared to the same periods of 2018, respectively, primarily as a result of the ~~merger~~application of ~~iHeartCommunications with iHeartMedia, Inc.~~fresh start accounting, which resulted in ~~2008.~~significantly higher values of our tangible and intangible long-lived assets.

Impairment Charges

We perform our annual impairment test on our goodwill, Federal Communication Commission ("FCC") licenses, billboard permits, and other intangible assets as of July 1 of each year. In addition, we test for impairment of intangible assets whenever events and circumstances indicate that such assets might be impaired. We recognized non-cash impairment charges of $91.4 million in the ~~three~~six months ended ~~March 31,~~June 30, 2019 on our indefinite-lived FCC licenses as a result of an increase in ~~our~~the weighted average cost of ~~capital.~~capital used in performing the annual impairment test. See Note 4 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 ~~Expense,~~Income (Expense), Net

Other operating income, net of $3.1 million and Other operating expense, net of ~~$3.5 million and $3.3~~$1.2 million for the three months ended ~~March 31,~~June 30, 2019 and 2018, respectively, ~~relates~~and Other operating income, net of $3.1 million and Other operating expense, net of $4.5 million for the six months ended June 30, 2019 and 2018, respectively, relate to net gains and losses recognized on asset disposals.

Interest Expense

Interest expense ~~decreased $303.6~~increased $58.7 million and $262.5 million during the three and six months ended ~~March 31,~~June 30, 2019, respectively, compared to the same ~~period~~periods of 2018 as a result of the ~~Company ceasing~~interest recognized in connection with our emergence from the Chapter 11 Cases and the new debt issued upon emergence. In the Predecessor periods, we ceased to accrue interest expense on long-term debt, which was reclassified as Liabilities subject to compromise as of the Petition Date, resulting in ~~$397.5~~$135.9 million and $533.4 million in contractual interest not being accrued in the three and six months ended ~~March 31, 2019. This decrease was partially offset by higher interest expense incurred in conjunction with the refinancing of the $2,200.0~~June 30, 2019, respectively and $373.9 million ~~7.625% CCWH Senior Subordinated Notes due 2020 with $2,235.0~~and $440.3 million in ~~9.25% CCWH Senior Subordinated Notes due 2024.~~contractual interest not being accrued in the three and six months ended June 30, 2018, respectively.

Loss on Investments, net

During the ~~three~~six months ended ~~March 31,~~June 30, 2019, we recognized ~~losses~~a loss of ~~$10.0~~$10.2 million, primarily in connection with other-than-temporary declines in the value of our investments. ~~Loss~~Gain on investments, net was ~~$0.1~~$9.2 million for the ~~three~~six months ended ~~March 31, 2018.~~

~~Gain (Loss) on Extinguishment of Debt, Net~~

Loss on extinguishment of debt, net was $5.5 million for the three months ended March 31, 2019, which primarily resulted from a loss in relation to the refinancing of the CCWH Series A and Series B Senior Subordinated Notes Due 2020. Gain on extinguishment of debt, net was $0.1 million for the three months ended March 31,June 30, 2018.

Other Expense, Net

Other expense, net was ~~$0.8~~$9.0 million and $9.1 million for the three and six months ended ~~March 31,~~June 30, 2019, respectively, which related primarily to ~~net foreign exchange losses recognized~~professional fees incurred in connection with ~~intercompany notes denominated~~the Chapter 11 Cases in ~~foreign currencies.~~the Successor period. Such expenses were included within Reorganization items, net in the Predecessor period.

Other expense, net was ~~$1.0~~$2.1 million and $22.5 million for the three and six months ended ~~March 31,~~June 30, 2018, ~~which~~respectively. Amounts in the six months ended June 30, 2018 related primarily to ~~expenses~~professional fees incurred directly in connection with ~~negotiations with lenders and other activities related to our capital structure, partially offset by~~the Chapter 11 Cases before the March 14, 2018 Petition Date. Such expenses were included within Reorganization items, net ~~foreign exchange gains of $19.8 million recognized~~ in ~~connection with intercompany notes denominated in foreign currencies.~~the post-petition period.

Reorganization Items, Net

During the three and six months ended ~~March 31,~~June 30, 2019, we recognized Reorganization items, net of ~~$36.1~~$9,497.9 million and $9,461.8 million, respectively, related to our emergence from the Chapter 11 Cases, ~~consisting~~which consisted primarily of ~~professional fees. For~~ the ~~three months ended March 31, 2018,~~net gain from the consummation of the Plan of Reorganization and the related settlement of liabilities. In addition, Reorganization items, net ~~of $192.1 million~~ included professional fees recognized between the ~~write-off of deferred long-term debt fees~~March 14, 2018 Petition Date and ~~original issue discount on debt subject to compromise and professional fees.~~the May 1, 2019 Effective Date in connection with the Chapter 11 Cases. See Note 133 to our Consolidated Financial Statements included in Part I of this Quarterly Report on Form 10-Q.

During the three and six months ended June 30, 2018, we recognized Reorganization items, net of $(68.7) million and $(260.8) million, respectively, related to the Chapter 11 Cases, consisting of the write-off of long-term debt fees and original issue discounts on debt subject to compromise, costs incurred in connection with our DIP facility and professional fees. See Note 3 to our Consolidated Financial Statements included in Part I of this Quarterly Report on Form 10-Q.

Income Tax Benefit (Expense)

The effective tax rate for the Successor Company for the Period from May 2, 2019 through June 30, 2019 was 29.2%. The effective tax rate for continuing operations of the Predecessor Company for Period from April 1, 2019 through May 1, 2019 (Predecessor) and the Period from January 1, 2019 through May 1, 2019 (Predecessor) was 1.1%, and 0.4%, respectively. The income tax expense for the Period from April 1, 2019 through May 1 (Predecessor) and the Period from January 1, 2019 through May 1, 2019 (Predecessor) primarily consists of the income tax impacts from reorganization and fresh start adjustments, including adjustments to our valuation allowance. The Company recorded income tax benefits of $102.9 million for reorganization adjustments in the Predecessor period, primarily consisting of: (1)tax expense for the reduction in federal and state net operating loss (“NOL”) carryforwards from the cancellation of debt income ("CODI") realized upon emergence; (2) tax benefit for the reduction in deferred tax liabilities attributed primarily to long-term debt that was discharged upon emergence; (3) tax benefit for the effective settlement of liabilities for unrecognized tax benefits that were discharged upon emergence; and (4) tax benefit for the reduction in valuation allowance resulting from the adjustments described above. The Company recorded income tax expense of $185.4 million for fresh start adjustments in the Predecessor period, consisting of $529.1 million tax expense for the increase in deferred tax liabilities resulting from fresh start accounting adjustments, which was partially offset by $343.7 million tax benefit for the reduction in the valuation allowance on our deferred tax assets.

The effective tax rate for continuing operations for the three and six months ended ~~March 31, 2019 and~~June 30, 2018 was ~~2.5%~~130.3% and ~~21.3%~~5.7%, respectively. The ~~decrease in the~~2018 effective tax ~~rate is~~rates were primarily ~~attributed~~impacted by the valuation allowance recorded against deferred tax assets resulting from current period interest expense limitation carryforward in U.S. federal and certain state jurisdictions due to ~~the tax effects~~uncertainty regarding our ability to realize those assets in future periods.

As a result of the ~~impairment charge recorded in relation to indefinite-lived FCC licenses in the current period, and also attributed to year over year changes in the forecasted mix~~Plan of ~~earnings and tax rates in the jurisdictions in which~~Reorganization, the Company ~~operates.~~

~~iHM Results~~expects the majority of ~~Operations~~

~~Our iHM operating results were as follows:~~

(In thousands) Three Months Ended
March 31, %
Change
2019 2018
Revenue $ 765,810
$ 744,568
2.9%
Direct operating expenses 267,114
241,066
10.8%
SG&A expenses 307,729
321,270
(4.2)%
Depreciation and amortization 30,417
58,333
(47.9)%
Operating income $ 160,550
$ 123,899
29.6%

~~Three Months~~

~~iHM revenue increased $21.2 million during the three months ended March 31, 2019 compared~~its federal NOL carryforwards and certain state NOL carryforwards to ~~the same period of 2018. Digital revenue increased $16.6 million driven by growth in podcasting, primarily~~be reduced or eliminated as a result of the CODI realized from the bankruptcy emergence. Pursuant to the attribute reduction and ordering rules set forth in the Internal Revenue Code of 1986, as amended (the “Code”), the reduction in the Company’s tax attributes for excludible CODI does not occur until the last day of the Company’s tax year, December 31, 2019. Accordingly, the tax adjustments recorded in the Predecessor period represent our ~~acquisition of Stuff Media in October 2018, as well as other digital revenue, such as live radio and other on-demand services. National broadcast spot revenue increased $16.5 million, primarily~~best estimate using all available information at June 30, 2019. Additionally, the Company recognized a capital loss for tax purposes as a result of ~~increased programmatic buying~~the series of transactions to effect the Plan of Reorganization. This capital loss may be carried forward to offset capital gains recognized by ~~our national customers. Revenue from our Network businesses, including both Premiere and Total Traffic & Weather, also increased $6.1 million. These revenue increases were partially~~the Company in the next five years, subject to annual limitations under Section 382 of the Code. The deferred tax asset associated with the capital loss carryforward is offset by a ~~$19.4 million decrease~~valuation allowance due to significant uncertainty regarding the Company’s ability to utilize the carryforward prior to its expiration. The final tax impacts of the bankruptcy emergence, as well as the Plan of Reorganization’s overall effect on the Company’s tax attributes and tax basis in ~~Local broadcast spot revenue.~~

~~iHM direct operating expenses increased $26.0 million during~~assets will be refined based on the ~~three months ended March~~Company’s final December 31, 2019 ~~compared to~~financial position as required under the ~~same period of 2018.~~Code. The increase in Direct operating expenses was primarily driven by higher digital royalties, content costs and compensation-related expenses from higher podcasting and digital subscription revenue. We also incurred higher production costs related to our events, includingfinal tax impacts on the iHeartRadio Music Awards. iHM SG&A expenses decreased $13.5 million during the three months ended March 31, 2019 compared to the same period of 2018 primarily due to lower trade and barter expenses, primarily resultingcompanies tax attributes could change significantly from the ~~timing, partially offset by higher third-party digital sales activation fees.~~current estimates.

~~Americas Outdoor Advertising Results~~The table below presents the comparison of ~~Operations~~

~~Our Americas outdoor operating~~our historical results ~~were as follows:~~of operations for the periods presented:


(In thousands)	Three Months Ended March 31,				% Change	Successor Company			Predecessor Company			Non-GAAP Combined			Predecessor Company
	2019		2018			Period from May 2, 2019 through June 30,			Period from April 1, 2019 through May 1,			Three Months Ended June 30,			Three Months Ended June 30,
						2019			2019			2019			2018
Revenue	$	272,722	$	255,847	6.6%	$	635,646		$	277,674		$	913,320		$	891,764
Direct operating expenses	130,519		124,873		4.5%
SG&A expenses	51,636		48,950		5.5%
Operating expenses:
Direct operating expenses (excludes depreciation and amortization)						184,291			92,581			276,872			263,752
Selling, general and administrative expenses (excludes depreciation and amortization)						227,140			103,552			330,692			328,200
Corporate expenses (excludes depreciation and amortization)						34,390			18,979			53,369			52,478
Depreciation and amortization	39,496		44,504		(11.3)%	59,383			14,544			73,927			64,877
Other operating income (expense), net						3,246			(127		)	3,119			(1,218		)
Operating income	$	51,071	$	37,520	36.1%	133,688			47,891			181,579			181,239
Interest expense (income), net						69,711			(400		)	69,311			10,613
Gain on investments, net						—			—			—			9,175
Equity in loss of nonconsolidated affiliates						(24		)	(59		)	(83		)	(32		)
Other income (expense), net						(9,157		)	150			(9,007		)	(2,058		)
Reorganization items, net						—			9,497,944			9,497,944			(68,740		)
Income from continuing operations before income taxes						54,796			9,546,326			9,601,122			108,971
Income tax benefit (expense)						(16,003		)	(100,289		)	(116,292		)	(142,032		)
Income (loss) from continuing operations						38,793			9,446,037			9,484,830			(33,061		)
Income (loss) from discontinued operations, net of tax						—			1,854,677			1,854,677			(33,229		)
Net income (loss)						38,793			11,300,714			11,339,507			(66,290		)
Less amount attributable to noncontrolling interest						—			2,190			2,190			3,609
Net income (loss) attributable to the Company						$	38,793		$	11,298,524		$	11,337,317		$	(69,899	)

~~Three Months~~

Americas outdoor revenue increased $16.9 million during the three months ended March 31, 2019 compared to the same period of 2018. The increase was driven by revenue from airports and digital and print billboards.

Americas outdoor direct operating expenses increased $5.6 million during the three months ended March 31, 2019 compared to the same period of 2018. The increase was driven by higher site lease expenses, primarily related to increased revenue. Americas outdoor SG&A expenses increased $2.7 million during the three months ended March 31, 2019 compared to the same period of 2018, primarily related to higher variable employee compensation expenses.

~~International Outdoor Advertising Results of Operations~~

~~Our International outdoor operating results were as follows:~~


(In thousands)	Three Months Ended March 31,						% Change	Successor Company			Predecessor Company			Non-GAAP Combined			Predecessor Company
	2019			2018				Period from May 2, 2019 through June 30,			Period from January 1, 2019 through May 1,			Six Months Ended June 30,			Six Months Ended June 30,
								2019			2019			2019			2018
Revenue	$	314,394		$	342,551		(8.2)%	$	635,646		$	1,073,471		$	1,709,117		$	1,664,536
Direct operating expenses	217,308			236,416			(8.1)%
SG&A expenses	71,330			78,458			(9.1)%
Operating expenses:
Direct operating expenses (excludes depreciation and amortization)								184,291			359,696			543,987			504,818
Selling, general and administrative expenses (excludes depreciation and amortization)								227,140			436,345			663,485			674,292
Corporate expenses (excludes depreciation and amortization)								34,390			66,020			100,410			105,376
Depreciation and amortization	34,581			38,565			(10.3)%	59,383			52,834			112,217			132,251
Impairment charges								—			91,382			91,382			—
Other operating income (expense), net								3,246			(154		)	3,092			(4,450		)
Operating income	$	(8,825	)	$	(10,888	)	(18.9)%	133,688			67,040			200,728			243,349
Interest expense (income), net								69,711			(499		)	69,212			331,746
Gain (loss) on investments, net								—			(10,237		)	(10,237		)	9,175
Equity in loss of nonconsolidated affiliates								(24		)	(66		)	(90		)	(63		)
Other income (expense), net								(9,157		)	23			(9,134		)	(22,474		)
Reorganization items, net								—			9,461,826			9,461,826			(260,795		)
Income (loss) from continuing operations before income taxes								54,796			9,519,085			9,573,881			(362,554		)
Income tax benefit (expense)								(16,003		)	(39,095		)	(55,098		)	20,701
Income (loss) from continuing operations								38,793			9,479,990			9,518,783			(341,853		)
Income (loss) from discontinued operations, net of tax								—			1,685,123			1,685,123			(157,477		)
Net income (loss)								38,793			11,165,113			11,203,906			(499,330		)
Less amount attributable to noncontrolling interest								—			(19,028		)	(19,028		)	(12,437		)
Net income (loss) attributable to the Company								$	38,793		$	11,184,141		$	11,222,934		$	(486,893	)

~~Three Months~~The tables below present the comparison of our revenue streams for the periods presented:

International outdoor revenue decreased $28.2 million during the three months ended March 31, 2019 compared to the same period of 2018. Excluding the $24.7 million impact from movements in foreign exchange rates, International outdoor revenue decreased $3.5 million during the three months ended March 31, 2019 compared to the same period of 2018. The decrease in revenue is due primarily to lower revenue as a result of contracts not being renewed in certain countries, including Italy and Spain. This decrease was partially offset by growth in multiple countries, including Sweden, which continues to benefit from new digital inventory and strong market conditions.

International outdoor direct operating expenses decreased $19.1 million during the three months ended March 31, 2019 compared to the same period of 2018. Excluding the $17.2 million impact from movements in foreign exchange rates, International outdoor direct operating expenses decreased $1.9 million during the three months ended March 31, 2019 compared to the same period of 2018. The decrease was primarily due to lower site lease expenses in countries with lower revenue, including Italy, partially offset by site lease expenses related to new contracts. International outdoor SG&A expenses decreased $7.1 million during the three months ended March 31, 2019 compared to the same period of 2018. Excluding the $5.6 million impact from movements in foreign exchange rates, International outdoor SG&A expenses decreased $1.5 million during the three months ended March 31, 2019 compared to the same period of 2018.



(In thousands)	Successor Company			Predecessor Company			Non-GAAP Combined			Predecessor Company
	Period from May 2, 2019 through June 30,			Period from April 1, 2019 through May 1,			Three Months Ended June 30,			Three Months Ended June 30,
	2019			2019			2019			2018
Broadcast Radio	$	390,540		$	170,632		$	561,172		$	568,968
Digital	64,238			26,840			91,078			68,574
Networks	105,426			50,889			156,315			146,981
Sponsorship and Events	31,790			10,617			42,407			41,256
Audio and Media Services	40,537			17,970			58,507			61,417
Other	4,236			1,483			5,719			6,169
Eliminations	(1,121		)	(757		)	(1,878		)	(1,601		)
Revenue, total	$	635,646		$	277,674		$	913,320		$	891,764



(In thousands)	Successor Company			Predecessor Company			Non-GAAP Combined			Predecessor Company
	Period from May 2, 2019 through June 30,			Period from January 1, 2019 through May 1,			Six Months Ended June 30,			Six Months Ended June 30,
	2019			2019			2019			2018
Broadcast Radio	$	390,540		$	657,864		$	1,048,404		$	1,059,111
Digital	64,238			102,789			167,027			127,941
Networks	105,426			189,088			294,514			279,032
Sponsorship and Events	31,790			50,330			82,120			79,148
Audio and Media Services	40,537			69,362			109,899			110,759
Other	4,236			6,606			10,842			11,818
Eliminations	(1,121		)	(2,568		)	(3,689		)	(3,273		)
Revenue, total	$	635,646		$	1,073,471		$	1,709,117		$	1,664,536

Reconciliation of ~~Segment Operating~~Net Income (Loss) to ~~Consolidated Operating Income~~EBITDA and Adjusted EBITDA

(In thousands) Three Months Ended
March 31,
2019 2018
iHM $ 160,550
$ 123,899
Americas outdoor 51,071
37,520
International outdoor (8,825 ) (10,888 )
Other 1,993
(370 )
Other operating expense, net (3,549 ) (3,286 )
Impairment charges (91,382 ) —
Corporate expense ⁽¹⁾
(81,598 ) (86,023 )
Consolidated operating income $ 28,260
$ 60,852



(In thousands)	Successor Company			Predecessor Company			Non-GAAP Combined			Predecessor Company
	Period from May 2, 2019 through June 30,			Period from April 1, 2019 through May 1,			Three Months Ended June 30,			Three Months Ended June 30,
	2019			2019			2019			2018
Net income (loss)	$	38,793		$	11,300,714		$	11,339,507		$	(66,290	)
(Income) loss from discontinued operations, net of tax	—			(1,854,677		)	(1,854,677		)	33,229
Income tax expense	16,003			100,289			116,292			142,032
Interest expense (income), net	69,711			(400		)	69,311			10,613
Depreciation and amortization	59,383			14,544			73,927			64,877
EBITDA from continuing operations	$	183,890		$	9,560,470		$	9,744,360		$	184,461
Reorganization items, net	—			(9,497,944		)	(9,497,944		)	68,740
Gain on investments, net	—			—			—			(9,175		)
Other (income) expense, net	9,157			(150		)	9,007			2,058
Equity in loss of nonconsolidated affiliates	24			59			83			32
Other operating (income) expense, net	(3,246		)	127			(3,119		)	1,218
Share-based compensation	3,039			105			3,144			594
Restructuring and reorganization expenses	1,889			5,430			7,319			6,856
Adjusted EBITDA from continuing operations⁽¹⁾	$	194,753		$	68,097		$	262,850		$	254,784



(In thousands)	Successor Company			Predecessor Company			Non-GAAP Combined			Predecessor Company
	Period from May 2, 2019 through June 30,			Period from January 1, 2019 through May 1,			Six Months Ended June 30,			Six Months Ended June 30,
	2019			2019			2019			2018
Net income (loss)	$	38,793		$	11,165,113		$	11,203,906		$	(499,330	)
(Income) loss from discontinued operations, net of tax	—			(1,685,123		)	(1,685,123		)	157,477
Income tax (benefit) expense	16,003			39,095			55,098			(20,701		)
Interest expense (income), net	69,711			(499		)	69,212			331,746
Depreciation and amortization	59,383			52,834			112,217			132,251
EBITDA from continuing operations	$	183,890		$	9,571,420		$	9,755,310		$	101,443
Reorganization items, net	—			(9,461,826		)	(9,461,826		)	260,795
(Gain) loss on investments, net	—			10,237			10,237			(9,175		)
Other (income) expense, net	9,157			(23		)	9,134			22,474
Equity in loss of nonconsolidated affiliates	24			66			90			63
Impairment charges	—			91,382			91,382			—
Other operating (income) expense, net	(3,246		)	154			(3,092		)	4,450
Share-based compensation	3,039			498			3,537			1,172
Restructuring and reorganization expenses	1,889			13,241			15,130			13,536
Adjusted EBITDA from continuing operations⁽¹⁾	$	194,753		$	225,149		$	419,902		$	394,758

(1)

We define Adjusted EBITDA as consolidated Operating income adjusted to exclude restructuring and reorganization expenses included within Direct operating expenses, Selling, General and Administrative expenses, (“SG&A”) and Corporate expenses ~~include~~and non-cash compensation expenses ~~related to iHM, Americas outdoor, International outdoor and our Other category,~~included within Corporate expenses, as well as ~~overall executive, administrative and support functions.~~the following line items presented in our Statements of Operations:

Depreciation and amortization; Impairment charges; and Other operating income (expense), net. Alternatively, Adjusted EBITDA is calculated as Net income (loss), adjusted to exclude (Income) loss from discontinued operations, net of tax, Income tax (benefit) expense, Interest expense, Depreciation and amortization, Reorganization items, net, Other (income) expense, net, Gain (loss) on investments, net, Other (income) expense, net, Equity in earnings (loss) of nonconsolidated affiliates, Impairment charges, Other operating (income) expense, net, Share-based compensation, and Restructuring and reorganization expenses. Restructuring expenses primarily include severance expenses incurred in connection with cost saving initiatives. Reorganization expenses primarily include the amortization of retention bonus amounts paid or payable to certain members of management directly as a result of the Reorganization. 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 forecasting 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 operational 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 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 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 and compared with consolidated net income (loss), the most directly comparable GAAP financial measure, users of this financial information should consider the types of events and transactions which are excluded.

Share-Based Compensation Expense

WeHistorically, we had granted restricted shares of the Company's Class A common stock to certain key individuals. In connection with the effectiveness of our Plan of Reorganization, all unvested restricted shares were canceled.

Pursuant to the new equity incentive plan we entered into in connection with the effectiveness of our Plan of Reorganization, we have granted ~~restricted stock and CCOH has granted restricted stock,~~ restricted stock units and options to purchase shares of ~~CCOH's~~the Company's Class A common stock to certain key individuals.

Share-based compensation expenses are recorded in corporate expenses and were ~~$2.2~~$3.1 million and ~~$2.7~~$0.6 million for the three months ended ~~March 31,~~June 30, 2019 and 2018, respectively, and $3.5 million and $1.2 million for the six months ended June 30, 2018 and 2017, respectively.

~~iHeartMedia Unvested Share-Based Compensation~~

As of ~~March 31,~~June 30, 2019, there was ~~$1.7~~$79.0 million of unrecognized compensation cost related to unvested share-based compensation arrangements with vesting based on service ~~conditions and $15.1~~conditions. This cost is expected to be recognized over a weighted average period of approximately 3.9 years. In addition, as of June 30, 2019, there was $3.4 million of unrecognized compensation cost related to unvested share-based compensation arrangements with vesting based on market performance and service conditions. ~~As of the Effective Date of the Plan of Reorganization, all unvested shared-based compensation~~This cost will be ~~eliminated.~~

~~CCOH Unvested Share-Based Compensation~~

CCOH has granted restricted stock, restricted stock units and options to purchase shares of CCOH's Class A common stock to certain key individuals under equity incentive plans. Certain employees receive equity awards pursuant to our equity incentive plans. As of March 31, 2019, there was $13.5 million of unrecognized compensation cost related to unvested share-based compensation arrangementsrecognized when it becomes probable that the performance condition will ~~vest based on service conditions. This cost is expected to~~ be ~~recognized over a weighted average period of approximately 2.9 years.~~

satisfied.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

The following discussion highlights cash flow activities during the ~~three months ended March 31, 2019 and 2018:~~periods presented:


(In thousands)	Three Months Ended March 31,						Successor Company			Predecessor Company			Non-GAAP Combined			Predecessor Company
							Period from May 2, 2019 through June 30,			Period from January 1, 2019 through May 1,			Six Months Ended June 30,			Six Months Ended June 30,
	2019			2018			2019			2019			2019			2018
Cash provided by (used for):
Operating activities	$	88,987		$	175,476		$	83,201		$	(40,186	)	$	43,015		$	444,357
Investing activities	$	(52,411	)	$	(37,196	)	$	(17,787	)	$	(261,144	)	$	(278,931	)	$	(78,285	)
Financing activities	$	1,996		$	(92,445	)	$	(684	)	$	(55,557	)	$	(56,241	)	$	(360,821	)

Operating Activities

Cash provided by operating activities was ~~$89.0~~$43.0 million during the ~~three~~six months ended ~~March 31,~~June 30, 2019 compared to ~~$175.5~~$444.4 million of cash provided by operating activities during the ~~three~~six months ended ~~March 31,~~June 30, 2018. The decrease in cash provided by operating activities is primarily attributed to cash paid in relation to Reorganization items, net of ~~$33.9~~$196.3 million during the ~~three~~six months ended ~~March 31,~~June 30, 2019, the impact of Separation of CCOH of $115.9 million and changes in working capital balances, particularly accounts payable, which were affected by the timing of payments. Cash paid for interest was ~~$103.9~~$137.5 million during the ~~three~~six months ended ~~March 31,~~June 30, 2019 compared to ~~$94.5~~$206.9 million during the ~~three~~six months ended ~~March 31,~~June 30, 2018. The ~~increase~~decrease of ~~$9.4~~$69.5 million in cash paid for interest is due primarily to the ~~refinancing of~~interest paid on long-term debt in the ~~$2,200.0 million 7.625% CCWH Senior Subordinated Notes due 2020 with $2,235.0 million in 9.25% CCWH Senior Subordinated Notes due 2024 during~~Predecessor period prior to the ~~three months ended March 31, 2019.~~Petition Date. The Company ceased to pay interest on long-term debt classified as Liabilities subject to compromise from the Petition Date.

Investing Activities

Cash used for investing activities of ~~$52.4~~$278.9 million during the ~~three~~six months ended ~~March 31,~~June 30, 2019 primarily ~~reflected $51.1~~reflects $222.4 million in cash used for investing activities from discontinued operations. In addition, we used $53.6 million for capital expenditures. We spent ~~$20.7~~$44.7 million for capital expenditures in our ~~iHM~~Audio segment primarily related to IT infrastructure, ~~$11.4~~$2.1 million in our ~~Americas outdoor~~Audio & Media Services segment, primarily related to ~~the construction of new advertising structures, such as digital boards, $14.8 million in our International outdoor segment primarily related to street furniture~~acquired software and ~~transit advertising structures, including digital displays and $4.2~~$6.8 million in Corporate primarily related to equipment and software purchases.

Cash used for investing activities of ~~$37.2~~$78.3 million during the ~~three~~six months ended ~~March 31,~~June 30, 2018 primarily ~~reflected~~reflects $58.3 million in cash used for investing activities from discontinued operations. In addition, we used $~~38.7~~27.3 million ~~used~~ for capital expenditures. We spent $~~9.1~~23.9 million for capital expenditures in our ~~iHM~~Audio segment primarily related to IT infrastructure, ~~$12.9~~$0.8 million in our ~~Americas outdoor~~Audio & Media Services segment, primarily related to ~~the construction of new advertising structures, such as digital displays, $15.3 million in our International outdoor segment primarily related to street furniture~~acquired software and ~~transit advertising structures and $1.4~~$2.7 million in Corporate primarily related to equipment and software purchases.

Financing Activities

Cash ~~provided by~~used for financing activities of ~~$2.0~~$56.2 million during the ~~three~~six months ended ~~March 31,~~June 30, 2019 primarily resulted from ~~net~~the payment by iHeartCommunications to CCOH as CCOH's recovery of its claims under the Due from iHeartCommunications Note, partially offset by $60.0 million in proceeds received from ~~long-term debt.~~the issuance of the iHeart Operations Preferred Stock.

Cash used for financing activities of ~~$92.4~~$360.8 million during the ~~three~~six months ended ~~March 31,~~June 30, 2018 primarily resulted from payments on long-term debt and on our receivables based credit facility.

~~Liquidity After Filing~~ In connection with the ~~Chapter 11 Cases~~

~~iHeartCommunications' filing~~replacement of the ~~Chapter 11 Cases constituted an event of default that accelerated its obligations under its debt agreements. Due to the Chapter 11 Cases, however, the creditors' ability to exercise remedies under~~ iHeartCommunications' ~~debt agreements were stayed as of March 14, 2018, the Petition Date, and continue to be stayed.~~

On March 16, 2018, the Debtors entered into a Restructuring Support Agreement (the “RSA”) with certain creditors and equity holders (the “Consenting Stakeholders”). The RSA contemplates the restructuring and recapitalization of the Debtors (the “Restructuring Transactions”) through a Plan of Reorganization, which was confirmed in January 2019. Pursuant to the RSA, the Consenting Stakeholders have agreed to, among other things, support the Restructuring Transactions and vote in favor of a plan of reorganization to effect the Restructuring Transactions.

The RSA provides certain milestones for the Restructuring Transactions. Failure of the Debtors to satisfy these milestones without a waiver or consensual amendment would provide the Consenting Stakeholders a termination right under the RSA. These milestones include (i) the filing of a plan of reorganization and disclosure statement, in form and substance reasonably acceptable to the Debtors and the Consenting Stakeholders, which were filed initially with the Bankruptcy Court on April 28, 2018, (ii) the filing of a motion for approval of the disclosure statement by May 31, 2018, which deadline was subsequently extended to June 22, 2018, and which motion was filed with the Bankruptcy Court on that date, (iii) the entry of an order approving the disclosure statement by July 27, 2018 (subject to one additional 20-day extension on the terms set forth in the RSA), which order was ultimately entered on September 20, 2018 (iv) the entry of an order confirming the plan of reorganization within 75 days of the entry of an order approving the disclosure statement, which order was ultimately entered on January 22, 2019 and (v) the Effective Date occurring by March 14, 2019, which has not yet occurred but is currently expected to occur on or about May 1, 2019. The Debtors satisfied the first and second milestones, but did not satisfy the subsequent milestones and as a result, certain of the Consenting Stakeholders presently have the right to terminate the RSA, but as of the date hereof the RSA has not been terminated.

In general, as debtors-in-possession under the Bankruptcy Code, we are authorized to continue to operate as an ongoing business, but may not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. Pursuant to first day and second day motions filed with the Bankruptcy Court, the Bankruptcy Court authorized us to conduct our business activities in the ordinary course, including, among other things and subject to the terms and conditions of such orders, authorizing us to: (i) pay employees’ wages and related obligations; (ii) continue to operate our cash management system in a form substantially similar to prepetition practice; (iii) use cash collateral on an interim basis; (iv) continue to honor certain obligations related to on-air talent, station affiliates and royalty obligations; (v) continue to maintain certain customer programs; (vi) pay taxes in the ordinary course; (vii) continue our surety bond program; and (viii) maintain our insurance program in the ordinary course.

~~The filing of the Chapter 11 Cases is intended to permit iHeartCommunications to reduce its indebtedness to achieve a manageable capital structure.~~

On April 28, 2018, the Debtors filed a plan of reorganization (as amended, the “Plan of Reorganization”) and a related disclosure statement (as amended, the “Disclosure Statement”) with the Bankruptcy Court pursuant to Chapter 11 of the Bankruptcy Code. On June 21, 2018, the Debtors filed an amended Disclosure Statement with the Bankruptcy Court. On August 5, 2018, the Debtors filed an amended Plan of Reorganization with the Bankruptcy Court. On August 23, 2018, the Debtors filed a second amended Plan of Reorganization and a further amended Disclosure Statement with the Bankruptcy Court. On August 28, 2018, the Debtors filed a third amended Plan of Reorganization and a further amended Disclosure Statement with the Bankruptcy Court. On September 12, 2018, the Debtors filed a fourth amended Plan of Reorganization and a further amended Disclosure Statement with the Bankruptcy Court. On September 18, 2018, the Debtors filed a revised fourth amended Plan of Reorganization and a further amended Disclosure Statement with the Bankruptcy Court. On September 20, 2018, the Bankruptcy Court entered an order approving the Disclosure Statement and related solicitation and notice procedures for voting on the Plan of Reorganization, and the Debtors filed solicitation versions of the Plan of Reorganization and Disclosure Statement.

Following the entry of the order approving the Disclosure Statement, the Debtors, certain Consenting Stakeholders, and the Official Committee of Unsecured Creditors reached an agreement regarding the treatment of general unsecured claims under the Plan of Reorganization. On October 10, 2018, the Debtors filed a fifth amended Plan of Reorganization and a supplement to the Disclosure Statement (the “Disclosure Statement Supplement”). On October 18, 2018, the Bankruptcy Court entered an order approving the Disclosure Statement Supplement and the continued solicitation of holders of general unsecured claims for voting on the Plan of Reorganization, and the Debtors filed solicitation versions of the Plan of Reorganization and Disclosure Statement Supplement. On January 22, 2019, the Bankruptcy Court entered an order confirming the Plan of Reorganization.

Pursuant to the Plan of Reorganization, we will issue new common stock, and special warrants to purchase common stock (“Special Warrants”) in exchange for claims against or interests in the Debtors. Holders of claims with respect to the iHeartCommunications term loan credit agreement, priority guarantee notes, 14% Senior Notes due 2021 and legacy notes will receive their pro rata share of a distribution of new term loans and new notes of iHeartCommunications and 99% of our new equity interests, subject to dilution by any common stock issued pursuant to a post-emergence equity incentive plan, as set forth in the Plan of Reorganization to be filed prior to the Effective Date. The preliminary terms of the new term loans and new notes are set forth in the Disclosure Statement, and the specific terms of the new term loans and new notes will be set forth in a supplement to the Plan of Reorganization. Holders of equity interests in iHeartMedia will receive their pro rata share of 1% of our new equity interests, subject to dilution by any common stock issued pursuant to a post-emergence equity incentive plan. On the Effective Date, the applicable Debtors will execute documents to effect the Separation of CCOH from iHeartMedia, and the equity interests of the successor to CCOH currently held by subsidiaries of iHeartMedia will be distributed to holders of claims with respect to the term loan credit agreement and priority guarantee notes.

The Plan of Reorganization has been confirmed by the Bankruptcy Court, but there can be no assurance that the Effective Date for the Plan of Reorganization will occur on or about May 1, 2019 or at all.

During the pendency of the Chapter 11 Cases, iHeartCommunications' principal sources of liquidity have been limited to cash flow from operations, cash on hand and borrowings under its DIP credit facility. Our ability to maintain adequate liquidity through the reorganization process and beyond depends on successful operation of our business, and appropriate management of operating expenses and capital spending. Our anticipated liquidity needs are highly sensitive to changes in each of these and other factors.

~~On January 18, 2018, iHeartCommunications incurred $25.0 million of additional borrowings under the revolving credit loan portion of its~~ receivables based credit facility ~~bringing its total outstanding borrowings under the facility to $430.0 million. In February 2018, iHeartCommunications prepaid $59.0 million~~with a new DIP Facility on ~~the revolving credit loan portion of this facility. On the Petition Date, we incurred a prepayment premium of $5.5 million upon acceleration of the loans and pre-petition accrued interest and fees~~

~~totaling $2.4 million, which were added to the principal amount outstanding under the facility, bringing the total outstanding borrowings under the facility to $379.0 million.~~ On June 14, 2018, iHeartCommunications entered into a Superpriority Secured Debtor-in-Possession Credit Agreement (the “DIP Credit Agreement”), as parent borrower, with Holdings, Subsidiary Borrowers, Citibank, N.A., as a lenderwe repaid the outstanding $306.4 million and administrative agent, the swing line lenders and letter of credit issuers named therein and the other lenders from time to time party thereto. The entry into the DIP Credit Agreement was approved by an order$74.3 million balances of the ~~Court (the “DIP Order”). We used proceeds from this facility (the "DIP Facility") and cash on hand to repay all amounts owed under and terminate iHeartCommunications'~~ receivables based credit ~~facility. As of March 31, 2019, we had no borrowings under the DIP Facility.~~facility's term loan and revolving credit commitments, respectively.

In connection with the cash management arrangements with CCOH, iHeartCommunications maintains an intercompany revolving promissory note payable by iHeartCommunications to CCOH (the "Intercompany Note"), which matures on May 15, 2019. As of December 31, 2017, the principal amount outstanding under the Intercompany Note was $1,067.6 million. As a result of the Chapter 11 Cases, CCOH wrote down the balance of the note by $855.6 million during the fourth quarter of 2017 to reflect the estimated recoverable amount of the Intercompany Note as of December 31, 2017, based on CCOH management's best estimate of the cash settlement amount. As of the Petition Date, the principal amount outstanding under the Intercompany Note was $1,031.7 million. As of March 31, 2019, the asset recorded in respect of the Intercompany Note on CCOH's balance sheet was $154.8 million. Pursuant to an order entered by the Bankruptcy Court, as of March 14, 2018, the balance of the Intercompany Note is frozen, and following March 14, 2018, intercompany allocations that would have been reflected in adjustments to the balance of the Intercompany Note are instead reflected in an intercompany balance that accrues interest at a rate equal to the interest under the Intercompany Note. As of March 31, 2019, the liability recorded in respect of the post-petition intercompany balance on CCOH's balance sheet was $73.7 million. The Separation Agreement contemplates that in connection with the Separation (i) the cash sweep arrangement under the Corporate Services Agreement between CCOH and iHeartCommunications will terminate, and (ii) any agreements or licenses requiring royalty payments to the Debtors by CCOH for trademarks or other intellectual property, will terminate effective as of December 31, 2018. The Debtors agreed to (i) the repayment of the post-petition intercompany balance outstanding in favor of the Debtors as of December 31, 2018, which was equal to $21.6 million as of that date and (ii) the waiver of the set-off value of any royalties and IP license fees owed to iHeartCommunications equal to approximately $31.8 million from March 14, 2018 through December 31, 2018, such that the resulting intercompany balance on such date was $10.2 million in favor of CCOH, payable on the Effective Date. Since January 1, 2019, CCOH has incurred an additional intercompany liability of $52.1 million in favor of iHeartCommunications as of March 31, 2019. Pursuant to an amendment to the Separation Agreement (the "Separation Agreement Amendment"), CCOH has agreed to offset the $149 million amount owed by us on the Effective Date by $52.1 million, resulting in a total net payment to CCOH of approximately $107 million on the Effective Date (including the $10.2 million payment discussed above). Pursuant to the Amendment, within 15 business days after the Effective Date, iHeartCommunications and CCOH will pay the other any intercompany liability incurred from April 1, 2019 through the Effective Date. The Intercompany Note and Due to iHeartCommunications Note are eliminated in consolidation in our consolidated financial statements. The Bankruptcy Court approved a final order to allow us to continue to provide the day-to-day cash management services for CCOH during the Chapter 11 Cases. Upon the occurrence of the Separation on the Effective Date, we will cease to provide these services for CCOH.

The Bankruptcy Court’s order also approves iHeartCommunications' continuing to provide services to CCOH pursuant to the Corporate Services Agreement during the Chapter 11 Cases. Upon the occurrence of the Separation on the Effective Date, we will enter into a new Transition Services Agreement with iHeartMedia Management Services, Inc. (“iHM Management Services”), iHeartCommunications and CCOH, for one year from the Effective Date (subject to certain rights of New CCOH to extend up to one additional year), pursuant to which iHM Management Services expects to provide, or expects iHeartCommunications, iHeart Operations, us or any of our subsidiaries to provide, CCH with certain administrative and support services and other assistance which CCH will utilize in the conduct of its business as such business was conducted prior to the Separation.

Following the Chapter 11 Cases, all interest payments due on debt held by the Debtors were stayed, which included $165.1 million on the Senior Secured Credit Facilities, $78.8 million on the 9.0% Priority Guarantee Notes due 2021, $45.0 million on the 9.0% Priority Guarantee Notes due 2022, $50.5 million on the 10.625% Priority Guarantee Notes due 2023, $49.0 million on the 11.25% Priority Guarantee Notes due 2021 and $124.7 million on the 14.0% Senior Notes due 2021 during the three months ended March 31, 2019.

The Consolidated Financial Statements included in this Quarterly Report on Form 10-Q have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitments in the normal course of business. The Consolidated Financial Statements do not reflect any adjustments that might result from the outcome of the Chapter 11 Cases, including but not limited to future effects from relief or emergence. We have significant indebtedness and we have reclassified all of the Debtors' indebtedness other than the DIP Facility to Liabilities Subject to Compromise at March 31, 2019. Our level of indebtedness has adversely impacted and is continuing to adversely impact our

financial condition. As a result of our financial condition, the defaults under our debt agreements, and the risks and uncertainties surrounding the Chapter 11 Cases, substantial doubt exists that we will be able to continue as a going concern.

~~Liquidity Following the Separation and Reorganization~~Anticipated Cash Requirements

The Separation and Reorganization ~~will result~~resulted in a new capital structure with significantly lower levels of long-term debt and a corresponding decrease in debt service requirements after emergence compared to historical debt levels. As a result of the Separation and Reorganization, our consolidated long-term debt ~~is expected to decrease~~decreased from ~~$20.5~~approximately $16 billion to ~~approximately~~ $5.8 billion. In ~~2018,~~the six months ended June 30, 2019, we paid ~~$398.0~~$137.5 million of cash interest, and incurred contractual interest of ~~$1,189.1~~$533.4 million that was not paid. ~~In 2017, we paid cash interest of $1,772.4 million. After the Effective Date, we anticipate that our annual cash interest payments will be less than $400 million.~~

In connection with the Separation and Reorganization, ~~and Separation,~~ we ~~anticipate that we will be required to make certain cash payments, including approximately $107~~paid CCOH $115.8 million ~~to be paid to CCOH~~ in settlement of intercompany payable balances, asincluding settlement of ~~March 31, 2019, $17.7~~the Due from iHeartCommunications Note and post-petition intercompany balances, $15.8 million to cure contracts, ~~$19.7~~$17.5 million for general unsecured claims, and ~~approximately $124~~$196.3 million for professional fees (of which ~~$99~~$125 million ~~is to be~~was paid on the Effective Date). Other anticipated cash requirements for the year ended December 31, 2019 include capital expenditures of approximately $129 million and $47.4 million to be paid in the fourth quarter of 2019 for the remaining consideration for two businesses acquired in the fourth quarter of 2018.

~~Following the Effective Date, we expect that our~~Our primary sources of liquidity ~~will be~~are cash on hand, which consisted of $127.2 million as of June 30, 2019, cash flow from operations and borrowing capacity under ~~the New~~our ABL Facility. ~~Upon emergence, we expect to have cash on hand of approximately $60 million after payment of settlement amounts and professional fees on the Effective Date.~~ As of ~~March 31,~~June 30, 2019, we had a facility size of $450.0 million under iHeartCommunications' ABL Facility, had no borrowings outstanding ~~under the DIP Facility, a borrowing base of $426.8 million, $59.0~~and $59.2 million of outstanding letters of credit, ~~and had an availability block requirement of $37.5 million,~~ resulting in ~~$330.3~~$390.8 million of excess availability.

~~Following the Effective Date, we~~We expect that our primary anticipated uses of liquidity will be to fund our working capital, make interest payments and voluntary prepayments of principal on our long-term debt ~~service,~~and to fund capital expenditures and other obligations. These other obligations include dividend payments to be due to the investor of preferred stock of iHeart Operations, the terms of which are further described in Note 98 to our financial statements included ~~herein,~~herein. For 2019, we anticipate that we will have approximately

$400 million of annual cash interest payments. Over the past ten years, we have transitioned our Audio business from a single platform radio broadcast operator to a company with multiple platforms, including podcasting, networks and ~~any borrowings~~live events. We have also invested in numerous technologies and businesses to ~~be provided to CCOL under~~increase the ~~iHC Line~~competitiveness of ~~Credit. Our~~our inventory with our advertisers and our audience. We believe that our ability to generate cash flow from operations from these business initiatives and borrowing capacity under our ABL Facility, taken together, will provide sufficient resources to fund and operate our ~~working capital, debt service,~~business, fund capital expenditures and other obligations and make interest payments and voluntary prepayments of principal on our long-term debt for at least the next 12 months and thereafter for the foreseeable future.

On August 7, 2019, iHeartCommunications completed the sale of $750.0 million in aggregate principal amount of 5.25% Senior Secured Notes due 2027 (the "New Senior Secured Notes") in a private placement. We used the net proceeds from the New Senior Secured Notes, together with cash on hand, to ~~comply with the financial covenants~~prepay at par $740.0 million of borrowings outstanding under our ~~new financing agreements, depends on our future operating performance and cash flows from operations, which are subject~~Term Loan Facility. Our Term Loan Facility called for quarterly principal payments of approximately $8.75 million in addition to ~~prevailing economic conditions and other factors, many of which are beyond our control. A significant amount~~interest payments at LIBOR + 4.00%. As a result of our ~~cash requirements will be~~$740 million prepayment, no such principal payments are required for the remaining term of the Term Loan Facility - resulting in an approximately $35 million annual reduction in required debt service ~~obligations, and we anticipate that we will have approximately $0.4 billion of~~payments. In addition, annual cash interest payments ~~after~~are expected to be approximately $7 million lower than would have been required before the ~~Effective Date. Our future success will depend on our ability to achieve our operating performance goals, address our annual cash interest obligations and reduce our outstanding debt.~~

refinancing transaction.

Sources of Capital

As of ~~March 31,~~June 30, 2019 and December 31, 2018, we had the following debt outstanding, net of cash and cash equivalents:

(In millions) March 31, 2019 December 31, 2018
Senior Secured Credit Facilities:
Term Loan D Facility Due 2019 $ —
$ —
Term Loan E Facility Due 2019 —
—
Debtors-in-Possession Facility⁽¹⁾
—
—
9.0% Priority Guarantee Notes Due 2019 —
—
9.0% Priority Guarantee Notes Due 2021 —
—
11.25% Priority Guarantee Notes Due 2021 —
—
9.0% Priority Guarantee Notes Due 2022 —
—
10.625% Priority Guarantee Notes Due 2023 —
—
CCO Receivables Based Credit Facility due 2023 —
—
Other Secured Subsidiary Debt 3.8
3.9
Total Secured Debt 3.8
3.9

14.0% Senior Notes Due 2021 —
—
Legacy Notes:
6.875% Senior Notes Due 2018 —
—
7.25% Senior Notes Due 2027 —
—
CCWH Senior Notes:
6.5% Series A Senior Notes Due 2022 735.8
735.8
6.5% Series B Senior Notes Due 2022 1,989.2
1,989.2
CCWH Senior Subordinated Notes:
7.625% Series A Senior Notes Due 2020⁽²⁾
—
275.0
7.625% Series B Senior Notes Due 2020⁽²⁾
—
1,925.0
9.25% Senior Notes Due 2024⁽²⁾
2,235.0
—
Clear Channel International B.V. 8.75% Senior Notes due 2020 375.0
375.0
Other Subsidiary Debt 46.6
46.1
Purchase accounting adjustments and original issue discount (0.9 ) (0.7 )
Long-term debt fees (44.3 ) (25.9 )
Liabilities subject to compromise⁽³⁾
15,143.7
15,149.5
Total Debt 20,483.9
20,472.9
Less: Cash and cash equivalents 448.1
406.5
$ 20,035.8
$ 20,066.4



(In millions)	Successor Company		Predecessor Company
	June 30, 2019		December 31, 2018
Term Loan Facility due 2026⁽¹⁾	$	3,498.2	$	—
Debtors-in-Possession Facility⁽²⁾	—		—
Asset-based Revolving Credit Facility due 2023⁽²⁾	—		—
6.375% Senior Secured Notes due 2026	800.0		—
Other Secured Subsidiary Debt	4.4		—
Total Secured Debt	4,302.6		—

8.375% Senior Unsecured Notes due 2027	1,450.0		—
Other Subsidiary Debt	57.9		46.1
Liabilities subject to compromise⁽³⁾	—		15,149.5
Total Debt	5,810.5		15,195.6
Less: Cash and cash equivalents	127.2		224.0
	$	5,683.3	$	14,971.6


(1)	On August 7, 2019, iHeartCommunications issued the New Senior Secured Notes, the proceeds of which were used, together with cash on hand, to prepay at par $740.0 million of borrowings outstanding under the Term Loan Facility, plus approximately $0.8 million of accrued and unpaid interest to, but not including, the date of prepayment.

(2)

The Debtors-in-Possession Facility (the "DIP" Facility), which ~~matures on the earlier of the~~terminated with our emergence ~~date~~ from the Chapter 11 Cases, ~~or June 14, 2019, provides~~provided for borrowings of up to $450.0 million. ~~The~~On the Effective Date, the DIP Facility ~~also includes a feature to convert~~was repaid and canceled and we entered into ~~an exit facility at emergence, upon meeting certain conditions.~~the ABL Facility. As of ~~March 31,~~June 30, 2019, ~~the Company~~we had a ~~borrowing base~~facility size of ~~$426.8~~$450.0 million under iHeartCommunications' ~~DIP~~ABL Facility, had no outstanding borrowings and had ~~$59.0~~$59.2 million of outstanding letters of credit, ~~and had an availability block requirement of $37.5 million,~~ resulting in ~~$330.3~~$390.8 million of excess availability.

~~(2)~~

On February 4, 2019, CCWH, a subsidiary of CCOH, delivered a conditional notice of redemption calling all of its outstanding $275.0 million aggregate principal amount of 7.625% Series A Senior Subordinated Notes due 2020 (the “Series A CCWH Subordinated Notes”) and $1,925.0 million aggregate principal amount of 7.625% Series B Senior Subordinated Notes due 2020 (the “Series B CCWH Subordinated Notes” and together with the Series A CCWH Subordinated Notes, the “CCWH Subordinated Notes”) for redemption on March 6, 2019. The redemption was conditioned on the closing of the offering of $2,235.0 million of newly-issued 9.25% Senior Subordinated Notes due 2024 (the "New CCWH Subordinated Notes"). At the closing of such offering on February 12, 2019, CCWH deposited with the trustee for the CCWH Subordinated Notes a portion of the proceeds from the new notes in an amount sufficient to pay and discharge the principal amount outstanding, plus accrued and unpaid interest on the CCWH Subordinated Notes to, but not including, the redemption date. CCWH irrevocably instructed the trustee to apply such funds to the full payment of the CCWH Subordinated Notes on the redemption date. Concurrently therewith, CCWH elected to satisfy and discharge the indentures governing the CCWH

Subordinated Notes in accordance with their terms and the trustee acknowledged such satisfaction and discharge. As a result of the satisfaction and discharge of the indentures, CCWH and the guarantors of the CCWH Subordinated Notes have been released from their remaining obligations under the indentures and the CCWH Subordinated Notes.

(3)

In connection with our Chapter 11 Cases, the $6.3 billion outstanding under the Senior Secured Credit Facilities, the $1,999.8 million outstanding under the 9.0% Priority Guarantee Notes due 2019, the $1,750.0 million outstanding under the 9.0% Priority Guarantee Notes due 2021, the $870.5 million of 11.25% Priority Guarantee Notes due 2021, the $1,000.0 million outstanding under the 9.0% Priority Guarantee Notes due 2022, the $950.0 million outstanding under the 10.625% Priority Guarantee Notes due 2023, $6.0 million outstanding Other Secured Subsidiary Debt, the $1,781.6 million outstanding under the 14.0% Senior Notes due 2021, the $475.0 million outstanding under the Legacy Notes and $10.8 million outstanding Other Subsidiary Debt ~~have been~~were reclassified to Liabilities subject to compromise in our Consolidated Balance Sheet as of ~~March~~December 31, ~~2019.~~2018. As of the Petition Date, we ceased accruing interest expense in relation to long-term debt reclassified as Liabilities subject to compromise.

~~CCWH Senior Subordinated Notes~~

Asset-based Revolving Credit Facility due 2023

On the Effective Date, iHeartCommunications, as borrower, entered into a Credit Agreement (the “ABL Credit Agreement”) with iHeartMedia Capital I, LLC, the direct parent of ~~March 31, 2019,~~iHeartCommunications (“Capital I”), as guarantor, certain subsidiaries of iHeartCommunications, as guarantors, Citibank, N.A., as administrative and collateral agent, and the ~~New CCWH Senior Subordinated Notes represented $2,235.0 million~~lenders party thereto from time to time, governing the ABL Facility. The ABL Facility includes a letter of credit sub-facility and a swingline loan sub-facility.

Size and Availability

The ABL Facility provides for a senior secured asset-based revolving credit facility in the aggregate principal amount of ~~indebtedness outstanding. On February 4, 2019, CCWH delivered a conditional notice~~up to $450.0 million, with amounts available from time to time (including in respect of ~~redemption calling all~~letters of ~~its outstanding CCWH Subordinated Notes for redemption on March 6, 2019. The redemption was conditioned on~~credit) equal to the ~~closing~~lesser of (A) the borrowing base, which equals the sum of (i) 90.0% of the ~~offering~~eligible accounts receivable of ~~$2,235.0 million~~iHeartCommunications and the subsidiary guarantors and (ii) 100% of ~~New CCWH Subordinated Notes. At~~qualified cash, each subject to customary reserves and eligibility criteria, and (B) the ~~closing~~aggregate revolving credit commitments. Subject to certain conditions, iHeartCommunications may at any time request one or more increases in the amount of ~~such offering on February 12, 2019, CCWH deposited with the trustee for the CCWH Subordinated Notes a portion of the proceeds from the new notes~~revolving credit commitments, in an amount ~~sufficient~~up to the sum of (x) $150.0 million and (y) the amount by which the borrowing base exceeds the aggregate revolving credit commitments.

Interest Rate and Fees

In addition to paying interest on outstanding principal under the ABL Facility, iHeartCommunications is required to pay and discharge the principal amount outstanding, plus accrued and unpaid interest on the CCWH Subordinated Notes to, but not including, the redemption date. CCWH irrevocably instructed the trustee to apply such fundsa commitment fee to the ~~full payment~~lenders under the ABL Facility in respect of the ~~CCWH Subordinated Notes~~unutilized commitments thereunder. The commitment fee rate ranges from 0.25% to 0.375% per annum dependent upon average unused commitments during the prior quarter. iHeartCommunications may also pay customary letter of credit fees.

Maturity

Borrowings under the ABL Facility will mature, and lending commitments thereunder will terminate on June 14, 2023.

Prepayments

If at any time, the redemption date. Concurrently therewith, CCWH elected to satisfy and discharge the indentures governing the CCWH Subordinated Notes in accordance with their terms and the trustee acknowledged such discharge and satisfaction. As a resultsum of the ~~satisfaction~~outstanding amounts under the ABL Facility exceeds the lesser of (i) the borrowing base and ~~discharge~~(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 ~~indentures, CCWH~~ABL Facility at any time without premium or penalty, other than customary “breakage” costs with respect to eurocurrency rate loans. Any voluntary prepayments made by iHeartCommunications will not reduce iHeartCommunications’ commitments under the ABL Facility.

Guarantees and Security

The ABL Facility is guaranteed by, subject to certain exceptions, the guarantors of ~~the CCWH Subordinated Notes have been released from their remaining~~iHeartCommunications’ Term Loan Facility. All obligations under the ~~indentures~~ABL Facility, and the ~~CCWH Subordinated Notes.~~guarantees of those obligations, are secured by a perfected security interest in the accounts receivable and related assets of iHeartCommunications’ and the guarantors’ accounts receivable, qualified cash and related assets and proceeds thereof that is senior to the security interest of iHeartCommunications’ Term Loan Facility in such accounts receivable, qualified cash and related assets and proceeds thereof, subject to permitted liens and certain exceptions.

Certain Covenants and Events of Default

Term Loan Facility due 2026

Interest Rate and Fees

Collateral and Guarantees

The ~~New CCWH Subordinated~~Term Loan Facility is guaranteed by Capital I and each of iHeartCommunications’ existing and future material wholly-owned restricted subsidiaries, subject to certain exceptions. All obligations under the Term Loan Facility, and the guarantees of those obligations, are secured, subject to permitted liens and other exceptions, by a first priority lien in substantially all of the assets of iHeartCommunications and all of the guarantors’ assets, including a lien on the capital stock of iHeartCommunications and certain of its subsidiaries owned by a guarantor, other than the accounts receivable and related assets of iHeartCommunications and all of the subsidiary guarantors, and by a second priority lien on accounts receivable and related assets securing iHeartCommunications’ ABL Facility.

Prepayments

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

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

Certain Covenants and Events of Default

incur additional indebtedness;

create liens on assets;

engage in mergers, consolidations, liquidations and dissolutions;

sell assets;

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

make investments, loans, or advances;

prepay certain junior indebtedness;

engage in certain transactions with affiliates;

amend material agreements governing certain junior indebtedness; and

change lines of business.

6.375% Senior Secured Notes ~~were issued pursuant to~~due 2026

On the Effective Date, iHeartCommunications entered into an indenture ~~dated~~(the “Senior Secured Notes Indenture”) with Capital I, as ~~of February 12, 2019 (the “Indenture”), among Clear Channel Worldwide, CCOH, Clear Channel Outdoor, Inc. (“CCOI”) and~~guarantor, the ~~other~~subsidiary guarantors party thereto, ~~(collectively with CCOH and CCOI, the “Guarantors”),~~ and U.S. Bank National Association, as trustee ~~paying~~and collateral agent, ~~registrar and transfer agent (the “Trustee”).~~governing the $800.0 million aggregate principal amount of 6.375% Senior Secured Notes due 2026 that were issued to certain Claimholders pursuant to the Plan of Reorganization. The ~~New CCWH Subordinated~~Senior Secured Notes mature on ~~February 15, 2024~~May 1, 2026 and bear interest at a rate of ~~9.25%~~6.375% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2020.

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

incur or guarantee additional debt or issue certain preferred stock;

make certain restricted payments;

create restrictions on distributions to iHeartCommunications or Capital I;

sell certain assets;

create liens on certain assets;

enter into certain transactions with affiliates; and

merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of its assets.

8.375% Senior Unsecured Notes due 2027

iHeartCommunications may redeem the Senior Unsecured Notes at its option, in whole or in part, at any time prior to May 1, 2022, at a price equal to 100% of the principal amount of the Senior Unsecured Notes being redeemed, plus an applicable premium and plus accrued and unpaid interest to the redemption date. iHeartCommunications may redeem the Senior Unsecured Notes at its option, in whole or in part, on or after May 1, 2022, at the redemption prices set forth in the Senior Unsecured Notes Indenture plus accrued and unpaid interest to the redemption date. At any time prior to May 1, 2022, iHeartCommunications may redeem at its option, up to 40% of the aggregate principal amount of the Senior Unsecured Notes at a redemption price equal to 108.375% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the proceeds of one or more equity offerings.

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

incur or guarantee additional debt or issue certain preferred stock;

make certain restricted payments;

create restrictions on distributions to iHeartCommunications or Capital I;

sell certain assets;

create liens on certain assets;

enter into certain transactions with affiliates; and

merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of its assets.

5.25% Senior Secured Notes due 2027

On August 7, 2019, iHeartCommunications entered into an indenture (the “New Senior Secured Notes Indenture”) with the guarantors party thereto, and U.S. Bank National Association, as trustee and collateral agent, governing the $750.0 million aggregate principal amount of 5.25% Senior Secured Notes due 2027 that were issued in a private placement to qualified institutional buyers under Rule 144A under the Securities Act, and to persons outside the United States pursuant to Regulation S under the Securities Act. The New Senior Secured Notes mature on August 15, 2027 and bear interest at a rate of 5.25% per annum. ~~Prior to CCOH’s separation from iHeartMedia, Inc. in connection with the completion of iHeartMedia, Inc.’s Chapter 11 proceedings, interest~~Interest will be payable to the Trustee weekly in arrears. Following the Separation, interest will be payable to the Trustee semi-annually. In each case, interest will be payable to the holders of the New CCWH Subordinated Notes semi-annually on February 15 and August 15 of each year, beginning on ~~August~~February 15, ~~2019.~~2020.

The New ~~CCWH Subordinated~~Senior Secured Notes are guaranteed on a senior secured basis by Capital I and the subsidiaries of iHeartCommunications that guarantee the Term Loan Facility. The New Senior Secured Notes and the related guarantees ~~of the New CCWH Subordinated Notes are unsecured senior subordinated obligations that~~ rank pari passu in right of payment to all senior subordinated indebtedness of Clear Channel Worldwide and the Guarantors, junior to all senior indebtedness of Clear Channel Worldwide and the Guarantors, including Clear Channel Worldwide’s outstanding 6.50% Series A Senior Notes and Series B Senior Notes due 2022 (the “Senior Notes”), and senior to all future subordinated indebtedness of Clear Channel Worldwide and the Guarantors that expressly provides that it is subordinated to the New CCWH Subordinated Notes. Following the satisfaction of certain conditions, including that the Senior Notes are no longer outstanding and at least a portion of such notes has been refinanced with senior secured indebtedness, the New CCWH Subordinated Notes and the guarantees of the New CCWH Subordinated Notes will cease to be subordinated obligations and thereafter will rank pari passuequally in right of payment with all ~~senior indebtedness~~ of ~~Clear Channel Worldwide~~iHeartCommunications’ and the ~~Guarantors (the “step-up”). There can be no assurance~~guarantors’ existing and future indebtedness that ~~the step-up will ever occur and that~~is not expressly subordinated to the New ~~CCWH Subordinated~~Senior Secured Notes (including the Term Loan Facility, the Senior Secured Notes and the ~~guarantees will ever cease to be subordinated indebtedness of Clear Channel Worldwide~~Senior Unsecured Notes), effectively equal with iHeartCommunications’ and the ~~Guarantors.~~guarantors’ existing and future indebtedness secured by a first priority lien on the collateral securing the New Senior Secured Notes, effectively subordinated to all of iHeartCommunications’ and the guarantors’ existing and future indebtedness that is secured by assets that are not part of the collateral securing the New Senior Secured Notes, to the extent of the value of such collateral, and structurally subordinated to all existing and future indebtedness and other liabilities of any subsidiary of iHeartCommunications that is not a guarantor of the New Senior Secured Notes.

~~Clear Channel Worldwide~~

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

iHeartCommunications may redeem the New ~~CCWH Subordinated~~Senior Secured Notes at its option, in whole or part, at any time prior to ~~February~~August 15, ~~2021,~~2022, at a price equal to 100% of the principal amount of the New ~~CCWH Subordinated~~Senior Secured Notes redeemed, plus a make-whole premium, plus accrued and unpaid interest to the redemption date. ~~Clear Channel Worldwide~~iHeartCommunications may redeem the New ~~CCWH Subordinated~~Senior Secured Notes, in whole or in part, on or after ~~February~~August 15, ~~2021,~~2022, at the redemption prices set forth in the New Senior Secured Notes Indenture plus accrued and unpaid interest to the redemption date. At any time ~~prior to February~~on or before August 15, ~~2021, Clear Channel Worldwide~~2022, iHeartCommunications may elect to redeem up to 40% of the aggregate principal amount of the New ~~CCWH Subordinated~~Senior Secured Notes at a redemption price equal to ~~109.25%~~105.25% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equity offerings. In addition, Clear Channel Worldwide may redeem up to 20% of the aggregate principal amount of the New CCWH Subordinated Notes at any time prior to February 15, 2021, using the net proceeds from certain other equity offerings at 103% of the principal amount of the New CCWH Subordinated Notes. Clear Channel Worldwide will be permitted to use these two redemption options concurrently but will not be permitted to redeem, in the aggregate, more than 40% of the principal amount of the New CCWH Subordinated Notes pursuant to these options.

The New Senior Secured Notes Indenture contains covenants that limit ~~CCOH’s ability and~~ the ability of iHeartCommunications and its restricted subsidiaries, to, among other things: ~~(i)~~

incur or guarantee additional debt or issue certain preferred stock; ~~(ii)~~

redeem, purchase or retire subordinated debt; ~~(iii)~~

make certain investments; ~~(iv)~~

create restrictions on the payment of dividends or other amounts from ~~CCOH’s~~iHeartCommunications’ restricted ~~subsidiaries that are not Guarantors; (v)~~ subsidiaries;

enter into certain transactions with affiliates; ~~(vi)~~

merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of ~~CCOH’s~~iHeartCommunications’ assets; ~~(vii)~~

sell certain assets, including capital stock of ~~CCOH’s~~iHeartCommunications’ subsidiaries; ~~(viii)~~

designate ~~CCOH’s~~iHeartCommunications’ subsidiaries as unrestricted subsidiaries, ~~(ix)~~ and

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

Mandatorily Redeemable Preferred Stock

There are no sinking fund provisions applicable to the iHeart Operations Preferred Stock. Shares of the iHeart Operations Preferred Stock, upon issuance, were fully paid and ~~(x)~~non-assessable. The iHeart Operations Preferred Stock are not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of iHeart Operations. The holders of shares of the iHeart Operations Preferred Stock have no pre-emptive rights with respect to any shares of our capital stock or any of iHeart Operations’ other securities convertible into or carrying rights or options to purchase any such capital stock.

Upon (i) a liquidation, dissolution or winding up of iHeart Operations, iHeartMedia or iHeartCommunications, together with the subsidiaries of such entity, taken as a whole, (ii) a bankruptcy event, ~~that~~(iii) a change of control, (iv) a sale or transfer of all or substantially all of iHeart Operations’, iHeartMedia’s or iHeartCommunications’ assets and the ~~step-up~~assets of such entity’s subsidiaries, taken as a whole in a single transaction (other than to iHeartMedia or any of its subsidiaries), or a series of transactions, (v) an acceleration or payment default of indebtedness of iHeart Operations, iHeartMedia or any of its subsidiaries of $100 million or more or (vi) consummation of certain equity offerings of iHeartMedia, iHeart Operations or iHeartCommunications or certain significant subsidiaries, then any holder of shares of iHeart Operations Preferred Stock may require iHeartMedia to purchase such holder’s shares of iHeart Operations Preferred Stock at a purchase price equal to (a) the liquidation preference plus a make-whole premium, if such purchase is consummated prior to the third anniversary of the issue date or (b) the liquidation preference, if the purchase is consummated on or after the third anniversary of the issue date.

On the tenth anniversary of the issue date, the shares of iHeart Operations Preferred Stock will be subject to mandatory redemption for an amount equal to the liquidation preference.

If a default occurs ~~and New CCWH Subordinated Notes~~or dividends payable on the shares of iHeart Operations Preferred Stock have not been paid in cash for twelve consecutive quarters, the holders of the iHeart Operations Preferred Stock will have the right, voting as a class, to elect one director to iHeartMedia’s Board of Directors. Upon any termination of the rights of the holders of shares of the iHeart Operations Preferred Stock as a class to vote for a director as described above, the director so elected to iHeartMedia’s Board of Directors will cease to be ~~subordinated, incur certain liens.~~qualified as a director and the term of such director’s office shall terminate immediately.

~~Upon~~iHeart Operations and its subsidiaries comprised 89% of our consolidated assets as of June 30, 2019 and 86% of our consolidated revenues for the ~~occurrence~~Period from May 2, 2019 through June 30, 2019.

Material Differences between the Financial Information Relating to iHeartMedia and Capital I and its Subsidiaries

Pursuant to iHeartCommunications' material debt agreements, Capital I, the parent guarantor and a subsidiary of iHeartMedia, is permitted to satisfy its reporting obligations under such agreements by furnishing iHeartMedia’s consolidated financial information and an explanation of the ~~Separation~~material differences between iHeartMedia’s consolidated financial information, on the ~~Effective Date, Clear Channel Worldwide~~one hand, and the ~~Guarantors will~~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 iHeartMedia and the parent of Capital I, have any operations or material assets or liabilities, there are no ~~longer be subsidiaries of CCOH and we will no longer be subject to the Indenture or include this indebtedness in our~~material differences between iHeartMedia’s consolidated financial ~~statements.~~information for the three and six months ended June 30, 2019, and Capital I’s and its consolidated restricted subsidiaries’ financial information for the same periods.

Uses of Capital

Debt Repayments, Maturities and Other

On ~~February 4,~~August 7, 2019, ~~CCWH delivered~~iHeartCommunications completed the sale of $750.0 million in aggregate principal amount of 5.25% Senior Secured Notes due 2027 in a ~~conditional notice~~private placement to qualified institutional buyers under Rule 144A under the Securities Act of ~~redemption calling all of its outstanding CCWH Subordinated Notes for redemption on March 6, 2019. The redemption was conditioned on~~1933, as amended (the “Securities Act”), and to persons outside the ~~closing of~~United States pursuant to Regulation S under the ~~offering of $2,235.0 million of New CCWH Subordinated Notes. At~~Securities Act. iHeartCommunications used the ~~closing of such offering on February 12, 2019, CCWH deposited with the trustee for the CCWH Subordinated Notes a portion of the~~net proceeds from the ~~new notes in an amount sufficient~~New Senior Secured Notes, together with cash on hand, to ~~pay and discharge the principal amount~~prepay at par $740.0 million of borrowings outstanding plus accrued and unpaid interest on the CCWH Subordinated Notes to, but not including, the redemption date. CCWH irrevocably instructed the trustee to apply such funds to the full payment of the CCWH Subordinated Notes on the redemption date. Concurrently therewith, CCWH elected to satisfy and discharge the indentures governing the CCWH Subordinated Notes in accordance with their terms and the trustee acknowledged such discharge and satisfaction. As a result of the satisfaction and discharge of the indentures, CCWH and the guarantors of the CCWH Subordinated Notes have been released from their remaining obligations under the ~~indentures and the CCWH Subordinated Notes.~~Term Loan Facility due 2026.

Certain Relationships with Related Parties

Prior to the ~~Sponsors~~

~~We are~~Effective Date, we were party to a management agreement with certain affiliates of the Sponsors and certain other parties pursuant to which such affiliates of the Sponsors provided management and financial advisory services until December 31, 2018. These arrangements required 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. ~~In connection with the Reorganization, the~~The Company isdid not ~~recognizing~~recognize management fees infollowing the ~~post-petition period.~~Petition Date. The Company recognized management fees and reimbursable expenses of $3.1 million for the three and six months ended ~~March 31,~~June 30, 2018. As of the Effective Date, ~~of the Plan of Reorganization,~~ these management fees ~~will be~~were waived.

~~CCOH Dividends~~

In connection with the cash management arrangements with CCOH, iHeartCommunications maintained 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 March 14, 2018, the principal amount outstanding under the Intercompany Note was $1,031.7 million. The Intercompany Note is eliminated in consolidation in our consolidated 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 committee 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 a result of the Chapter 11 Cases, the balance on the Intercompany Note is currently frozen and any payment pursuant to such demand would be subject to the approval of the Bankruptcy Court.

As a result of the filing of the Chapter 11 Cases, the balance under the Intercompany Note has become immediately due and payable. Pursuant to an order entered by the Bankruptcy Court, as of March 14, 2018, the balance of the Intercompany Note is frozen, and following March 14, 2018, intercompany allocations that would have been reflected in adjustments to the balance of the Intercompany Note are instead reflected in an intercompany balance that accrues interest at a rate equal to the interest under the Intercompany Note. As of March 31, 2019, the liability recorded in respect of the post-petition intercompany arrangement on CCOH's balance sheet was $73.7 million. The Separation Agreement contemplates that in connection with the Separation (i) the

cash sweep arrangement under the Corporate Services Agreement between CCOH and iHeartCommunications will terminate, and (ii) any agreements or licenses requiring royalty payments to the Debtors by CCOH for trademarks or other intellectual property, will terminate effective as of December 31, 2018. As noted above, the Separation Agreement provides for (i) the repayment of the post-petition intercompany balance outstanding in favor of us as of December 31, 2018, which was equal to $21.6 million as of that date and (ii) the waiver of the set-off value of any royalties and IP license fees owed to us equal to approximately $31.8 million from March 14, 2018 through December 31, 2018, such that the resulting intercompany balance on such date was $10.2 million in favor of CCOH, payable on the Effective Date. Since January 1, 2019, CCOH has incurred an additional intercompany liability of $52.1 million in favor of us as of March 31, 2019. Pursuant to the Separation Agreement Amendment, CCOH has agreed to offset the $149 million owed by us on the Effective Date by $52.1 million, resulting in a total net payment to CCOH of approximately $107 million on the Effective Date (including the $10.2 million payment discussed above). Pursuant to the Separation Agreement Amendment, within 15 business days after the Effective Date, iHeartCommunications and CCOH will pay the other any intercompany liability incurred from April 1, 2019 through the Effective Date.

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.

SEASONALITY

Typically, the ~~iHM, Americas outdoor and International outdoor segments experience their~~Audio segment experiences its 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. 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, our Audio segment and our Audio and media representation business are impacted by political cycles and generally experience higher revenues in congressional election years, and particularly in presidential election years. This cyclicality may affect 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. Accordingly, our earnings will be affected by changes in interest rates. As of ~~March 31,~~June 30, 2019, approximately ~~31%~~61% of our aggregate principal amount of long-term debt bore interest at floating rates. Assuming the current level of borrowings and assuming a 50% change in LIBOR, ~~disregarding the impact of the Chapter 11 Cases on our requirement to pay interest on our long-term debt,~~ it is estimated that our interest expense for the ~~three months ended March 31,~~Period from May 2, 2019 through June 30, 2019 would have changed by ~~$19.7~~$7.6 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 a net loss of $37.6 million for the three months ended March 31, 2019. We estimate a 10% increase in the value of the U.S. dollar relative to foreign currencies would have decreased our net loss for the three months ended March 31, 2019 by $3.8 million. A 10% decrease in the value of the U.S. dollar relative to foreign currencies during the three months ended March 31, 2019 would have increased our net loss for the same period by a corresponding amount.

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 do business and we continue to seek ways to mitigate its effect. Inflation has affected our performance in terms of higher costs for wages, salaries and equipment. Although the exact impact of inflation is indeterminable, we believe we have offset these higher costs by increasing the effective advertising rates of most of our broadcasting stations ~~and outdoor display faces~~ in our ~~iHM, Americas outdoor and International outdoor~~Audio operations.

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. This report contains various forward-looking statements which represent our expectations or beliefs concerning future events, including, without limitation, our future operating and financial performance, our ability to comply with the covenants in the agreements governing our indebtedness and the availability of capital and the terms thereof. 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:

~~the risks and uncertainties associated with the Chapter 11 Cases, including unfavorable tax consequences;~~

~~our ability to generate sufficient cash from operations to fund our operations;~~

~~our ability to successfully implement our business plan;~~

~~our ability to pursue our business strategies during the Chapter 11 Cases;~~

~~the diversion of management’s attention as a result of the Chapter 11 Cases;~~

~~increased levels of employee attrition as a result of the Chapter 11 Cases;~~

~~the impact of our restructuring on our business;~~

~~our ability to obtain sufficient exit financing to emerge from Chapter 11 and operate successfully;~~

~~volatility of our financial results as a result of the Chapter 11 Cases;~~

~~our inability to predict our long-term liquidity requirements and the adequacy of our capital resources;~~

~~the availability of cash to maintain our operations and fund our emergence costs;~~

~~our ability to continue as a going concern;~~

~~the impact of our substantial indebtedness upon emergence from Chapter 11, including the effect of our leverage on our financial position and earnings;~~

~~our ability to change the public perception relating to our bankruptcy proceedings;~~

~~the implementation and transition of a new board of directors upon emergence;~~

risks associated with weak or uncertain global economic conditions and their impact on the level of expenditures on advertising;

~~other general economic and political conditions in the United States and in other countries in which we currently do business,~~intense competition including ~~those resulting from recessions, political events and acts or threats of terrorism or military conflicts;~~

~~industry conditions, including competition;~~

increased competition from alternative media platforms and technologies;

~~changes in labor conditions, including programming,~~dependence upon the performance of on-air talent, program hosts and ~~management;~~management as well as maintaining or enhancing our master brand;

fluctuations in operating costs;

technological changes and innovations;

shifts in population and other demographics;

~~our ability to obtain keep municipal concessions for our street furniture and transit products;~~

the impact of future dispositions, acquisitions and other strategic transactions;

legislative or regulatory requirements;

regulations and consumer concerns regarding privacy and data protection, and breaches of information security measures;

~~restrictions on outdoor advertising~~risks associated with our emergence from the Chapter 11 Cases;

volatility in the trading price of ~~certain products;~~our Class A common stock, which has a limited trading history;

~~fluctuations~~substantial market overhang from securities issued in ~~exchange rates~~the Reorganization;

regulations impacting our business and ~~currency values;~~

~~risks~~the ownership of ~~doing business in foreign countries;~~

~~the identification of a material weakness in~~ our ~~internal control over financial reporting;~~securities; and

certain other factors set forth in our other filings with the 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.

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

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, we have carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-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 that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of ~~March 31,~~June 30, 2019 at the reasonable assurance level.

There were no changes in our internal control over financial reporting that occurred during the quarter ended ~~March 31,~~June 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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 we are involved in a variety of legal proceedings in the ordinary course of business, a large portion of our litigation arises in the following contexts: commercial disputes; defamation matters; employment and benefits related claims; governmental fines; intellectual property claims; and tax disputes. The Plan of Reorganization provides for the treatment of claims against the Debtors' bankruptcy estates, including pre-petition liabilities that have not otherwise been satisfied or addressed during the Chapter 11 Cases.

Chapter 11 Cases

iHeartCommunications' filing of the Chapter 11 Cases ~~constitutes~~constituted an event of default that accelerated its obligations under its debt agreements. Due to the Chapter 11 Cases, however, the creditors' ability to exercise remedies under iHeartCommunications' debt agreements were stayed as of March 14, 2018, the date of the Chapter 11 petition filing, and continue to be stayed. See Note 6 to our consolidated financial statements located in Item 8 of Part II of this Annual Report on Form 10-K for more information about the debt agreements. On March 21, 2018, Wilmington Savings Fund Society, FSB ("WSFS"), solely in its capacity as successor indenture trustee to the 6.875% Senior Notes due 2018 and 7.25% Senior Notes due 2027 (collectively with the 5.50% Senior Notes due 2016, the “Legacy Notes”), and not in its individual capacity, filed an adversary proceeding against us in the Chapter 11 Cases. In the complaint, WSFS alleged, among other things, that the "springing lien" provisions of the priority guarantee notes indentures and the priority guarantee notes security agreements amounted to "hidden encumbrances" on the Company's property, to which the holders of the 6.875% senior notes due 2018 and 7.25% senior notes due 2027 were entitled to "equal and ratable" treatment. On March 26, 2018, Delaware Trust Co. ("Delaware Trust"), in its capacity as successor indenture trustee to the 14.0% Senior Notes due 2021, filed a motion to intervene as a plaintiff in the adversary proceeding filed by WSFS. In the complaint, Delaware Trust alleged, among other things, that the indenture governing the 14.0% Senior Notes due 2021 also has its own "negative pledge" covenant, and, therefore, to the extent the relief sought by WSFS in its adversary proceeding is warranted, the holders of the 14.0% Senior Notes due 2021 are also entitled to the same "equal and ratable" liens on the same property. On April 6, 2018, we filed a motion to dismiss the adversary proceeding and a hearing on such motion was held on May 7, 2018. We answered the complaint and completed discovery. The trial was held on October 24, 2018. On January 15, 2019, the Bankruptcy Court entered judgment in our favor denying all relief sought by WSFS and all other parties. Pursuant to a settlement (the “Legacy Plan Settlement”) with WSFS and certain consenting Legacy Noteholders of all issues related to confirmation of our Plan of Reorganization, on May 1, 2019 upon our confirmed Plan of Reorganization becoming effective, this adversary proceeding ~~shall be~~was deemed withdrawn and/or dismissed, with respect to all parties thereto, with prejudice and in its entirety.

On October 9, 2018, WSFS, solely in its capacity as successor indenture trustee to the 6.875% Senior Notes due 2018 and 7.25% Senior Notes due 2027, and not in its individual capacity, filed an adversary proceeding against Clear Channel Holdings Inc. (“CCH”) and certain shareholders of iHeartMedia. The named shareholder defendants are Bain Capital LP; THL; Abrams Capital L.P. ("Abrams"); and Highfields Capital Management L.P. ("Highfields"). In the complaint, WSFS alleged, among other things, that the shareholder defendants engaged in a “pattern of inequitable and bad faith conduct, including the abuse of their insider positions to benefit themselves at the expense of third-party creditors including particularly the Legacy Noteholders.” The complaint asks the court to grant relief in the form of equitable subordination of the shareholder defendants’ term loan, Priority Guarantee Notes and 14.0% Senior Notes due 2021 claims to any and all claims of the legacy noteholders. In addition, the complaint sought to have any votes to accept the fourth amended plan of reorganization by Abrams and Highfields on account of their 2021 notes claims, and any votes to accept the fourth amended plan of reorganization by the defendant Clear Channel Holdings, Inc., ("CCH") on account of its junior notes claims, to be designated and disqualified. The court held a pre-trial conference and oral argument on October 18, 2018. Pursuant to the Legacy Plan Settlement, on May 1, 2019 upon our confirmed Plan of Reorganization becoming effective, this adversary proceeding ~~shall be~~was deemed withdrawn and/or dismissed, with respect to all parties thereto, with prejudice and in its entirety.

Stockholder Litigation

On May 9, 2016, a stockholder of 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, Bain Capital and THL (together, the ~~"Sponsor~~"Former Sponsor Defendants"), the Company's pre-bankruptcy private equity sponsors and pre-bankruptcy 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 Former 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 Clear Channel International B.V.'s, an international subsidiary of ours, offering of 8.75% Senior Notes due 2020 (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 sought, among other things, a ruling that the defendants breached their fiduciary duties to CCOH and that the Company, iHeartCommunications and the Former 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 Former 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.

On December 29, 2017, another stockholder of CCOH filed a derivative lawsuit (the “Norfolk Lawsuit”) in the Court of Chancery of the State of Delaware, captioned Norfolk County Retirement System, v. iHeartMedia, Inc., et al., C.A. No. 2017-0930-JRS. The complaint names as defendants the Company, iHeartCommunications, the Former Sponsor Defendants, and the members of CCOH's board of directors. CCOH is named as a nominal defendant. The complaint alleges that CCOH has been harmed by the CCOH board of directors' November 2017 decision to extend the maturity date of the intercompany revolving note (the “Third Amendment”) at what the complaint describes as far-below-market interest rates. Specifically, the complaint alleges that (i) the Company and Sponsor defendants breached their fiduciary duties by exploiting their position of control to require CCOH to enter the Third Amendment on terms unfair to CCOH; (ii) the CCOH board of directors breached their duty of loyalty by approving the Third Amendment and elevating the interests of the Company, iHeartCommunications and the Sponsor Defendants over the interests of CCOH and its minority unaffiliated stockholders; and (iii) the terms of the Third Amendment could not have been agreed to in good faith and represent a waste of corporate assets by the CCOH board of directors. The complaint further alleges that the Company, iHeartCommunications and the Sponsor defendants were unjustly enriched as a result of the unfairly favorable terms of the Third Amendment. The plaintiff sought, among other things, a ruling that the defendants breached their fiduciary duties to CCOH, a modification of the Third Amendment to bear a commercially reasonable rate of interest, and an order requiring disgorgement of all profits, benefits and other compensation obtained by defendants as a result of the alleged breaches of fiduciary duties.

of the intercompany note committee breached their fiduciary duties by not demanding payment under the Intercompany Note and issuing a simultaneous dividend after a threshold tied to the Company’s liquidity had been reached; (ii) the CCOH board of directors breached their fiduciary duties by approving the Third Amendment rather than allowing the Intercompany Note to expire; (iii) the CCOH board breached their fiduciary duties by not demanding payment under the Intercompany Note and issuing a simultaneous dividend after a threshold tied to the Company’s liquidity had been reached; (iv) the Sponsor Defendants breached their fiduciary duties by not directing the CCOH board to permit the Intercompany Note to expire and to declare a dividend. The complaint further alleges that the Sponsor Defendants aided and abetted the board’s alleged breach of fiduciary duties. The plaintiff sought, among other things, a ruling that the CCOH board, the intercompany note committee, and the Sponsor Defendants breached their fiduciary duties and that the Sponsor Defendants aided and abetted the board of directors' breach of fiduciary duty; and an award of damages, together with pre- and post-judgment interests, to the putative class of minority shareholders.

On December 16, 2018, the Debtors, CCOH, GAMCO Asset Management, Inc., and Norfolk County Retirement System entered into the CCOH Separation Settlement to settle of all claims, objections, and other causes of action that have been or could be asserted by or on behalf of CCOH, GAMCO Asset Management, Inc., and/or Norfolk County Retirement System by and among the Debtors, CCOH, GAMCO Asset Management, Inc., certain individual defendants in the GAMCO Asset Management, Inc. action and/or the Norfolk County Retirement System action, and the private equity sponsor defendants in such actions. The CCOH Separation Settlement provides for the consensual separation of the Debtors and CCOH, including approximately $149.0 million of recovery to CCOH on account of its claim against iHeartCommunications in the Chapter 11 Cases, a $200 million unsecured revolving line of credit from certain of the Debtors to CCOH for a period of up to three years, the transfer of certain of the Debtors’ intellectual property to CCOH, the waiver by the Debtors of the setoff for the value of the transferred intellectual property, mutual releases, the termination of the cash sweep under the existing Corporate Services Agreement, the termination of any agreements or licenses requiring royalty payments from CCOH to the Debtors for trademarks or other intellectual property, the waiver of any post-petition amounts owed by CCOH relating to such trademarks or other intellectual property, and the execution of a new transition services agreement and other separation documents. The CCOH Separation Settlement was approved by the Bankruptcy

Court and the United States District Court for the Southern District of Texas on January 22, 2019.

~~China Investigation~~

~~Several employees~~ On May 1, 2019, the Debtors’ plan of Clear Media Limited, an indirect, non-wholly-owned subsidiary of the Company whose ordinary shares are listed on the Hong Kong Stock Exchange, are subject to an ongoing police investigation in China for misappropriation of funds. We are not aware of any litigation, claim or assessment pending against us in relation to this investigation. Based on information known to date, we believe any contingent liabilities arising from potential misconduct that has been or may be identified by the investigation in China are not material to our consolidated financial statements. The effect of the misappropriation of funds is reflected in these financial statements in the appropriate periods.

~~We advised both the SEC~~reorganization went effective, and the ~~DOJ of the investigation at Clear Media Limited~~Norfolk Lawsuit and we are cooperating to provide information in response to inquiries from the agencies. The Clear Media Limited investigation could implicate the books and records, internal controls and anti-bribery provisions of the U.S. Foreign Corrupt Practices Act, which statute and regulations provide for potential monetary penalties as well as criminal and civil sanctions. It is possible that monetary penalties and other sanctions could be assessed on the Company in connectionGAMCO II Lawsuit were each subsequently dismissed with ~~this matter. The nature and amount of any monetary penalty or other sanctions cannot reasonably be estimated at this time and could be qualitatively or quantitatively material to the Company.~~prejudice.

~~Italy Investigation~~

During the three months ended June 30, 2018, we identified misstatements associated with VAT obligations in our business in Italy, which resulted in an understatement of our VAT obligation. These misstatements resulted in an understatement of other long-term liabilities of $16.9 million as of December 31, 2017. The effect of these misstatements is reflected in the historical financial statements in the appropriate periods. Upon identification of these misstatements, we undertook certain procedures, including a forensic investigation, which is ongoing. In addition, we voluntarily disclosed the matter and preliminary findings to the Italian tax authorities in order to commence a discussion on the appropriate calculation of the VAT position. The current expectation is that we may have to repay to the Italian tax authority a substantial portion of the VAT previously applied as a credit in relation to the transactions under investigation, amounting to approximately $17 million, including estimated possible penalties and interest. We made a payment of $8.6 million during the fourth quarter of 2018 and expect to pay the remainder during the last half of 2019. The ultimate amount to be paid may differ from our estimates, and such differences may be material.

ITEM 1A. RISK FACTORS

~~For information regarding our~~There have not been any material changes to the risk factors ~~please refer~~disclosed under the caption “Liquidity Risk” and “Risks Related to our Business” in Part I, Item 1A inof our Annual Report on Form 10-K for the year ended December 31, 2018 (the ~~"Annual Report"~~“Annual Report”)~~. There have not been any material changes in~~, except that we are updating the risk factors ~~disclosed~~entitled “We face intense competition in our ~~Annual Report.~~iHeartMedia and our outdoor advertising businesses,” “Our business is dependent on our management team and other key individuals,” “Our financial performance may be adversely affected by many factors beyond our control,” Future acquisitions, dispositions and other strategic transactions could pose risks,” “Extensive current government regulation, and future regulation, may limit our radio broadcasting and other iHeartMedia operations or adversely affect our business and financial results,” “If our security measures are breached, wecould lose valuable information, suffer disruptions to our business, and incur expenses and liabilities including damages to our relationships withlisteners, consumers, business partners and advertisers,” and “Transfers of our equity and issuances of equity in connection with the Chapter 11 Cases may impair our ability to utilize our federal income tax NOL carryforwards in future years” as set forth below, and we are supplementing these risk factors with the risk factor entitled “We face intense competition in our business,” “If events occur that damage our reputation and brand, our ability to grow our user base, advertiser relationships, and partnerships may be impaired and our business may be harmed,” “The Separation could result in significant tax liability or other unfavorable tax consequences to us” and “Transfers of iHeartMedia’s equity in connection with iHeartMedia’s Chapter 11 proceedings and cancellation of indebtedness income realized by the debtors in the iHeartMedia Chapter 11 proceedings may impair the iHeartMedia Group’s ability to utilize its U.S. federal income tax NOL carryforwards in future years” as set forth below:

We face intense competition in our business.

We operate in a highly competitive industry, and we may not be able to maintain or increase our current audience ratings and advertising revenues. Our business competes for audiences and advertising revenues with other radio businesses, as well as with other media, such as newspapers, magazines, television, direct mail, portable digital audio players, mobile devices, satellite radio, Internet-based services and live entertainment, within their respective markets. Audience ratings and market shares are subject to change for various reasons, including through consolidation of our competitors through processes such as mergers and acquisitions, which could have the effect of reducing our revenues in a specific market. Our competitors may develop technology, services or advertising media that are equal or superior to those we provide or that achieve greater market acceptance and brand recognition than we achieve. For example, our competitors may develop analytic products for programmatic advertising, and data and research tools that are superior to those that we provide or that achieve greater market acceptance. It also is possible that new competitors may emerge and rapidly acquire significant market share in our business, or make it more difficult for us to increase our share of advertising partners' budgets. The advertiser/agency ecosystem is diverse and dynamic, with advertiser/agency relationships subject to change. This could have an adverse effect on us if an advertiser client shifts its relationship to an agency with whom we do not have as good a relationship. An increased level of competition for advertising dollars may lead to lower advertising rates as we attempt to retain customers or may cause us to lose customers to our competitors who offer lower rates that we are unable or unwilling to match.

Our ability to compete effectively depends in part on our ability to achieve a competitive cost structure. If we cannot do so, then our business, financial condition and operating results would be adversely affected.

If events occur that damage our reputation and brand, our ability to grow our user base, advertiser relationships, and partnerships may be impaired and our business may be harmed.

We have developed a brand that we believe has contributed to our success. We also believe that maintaining and enhancing our brand is critical to growing our user base, advertiser relationships and partnerships. The iHeartRadio master brand ties together our radio stations, digital platforms, social, podcasts and live events in a unified manner that reflects the quality and compelling nature of our listener experiences. Maintaining and enhancing our brand depends on many factors, including factors that are not entirely within our control. If we fail to successfully promote and maintain our brand or if we suffer damage to the public perception of our brand, our business may be harmed.

Our business is dependent on our management team and other key individuals.

Our business is dependent upon the performance of our management team and other key individuals. Although we have entered into agreements with members of our senior management team and certain other key individuals, we can give no assurance that any or all of them will remain with us, or that we will be able to extend the terms of our agreements with them. We may also

continue to make changes to the composition of, and the roles and responsibilities of, our management team. Competition for these individuals is intense and many of our key employees are at-will employees who are under no obligation to remain with us, and may decide to leave for a variety of personal or other reasons beyond our control. We also experienced management transition in connection with the Separation and Reorganization. For instance, our former treasurer became the Chief Financial Officer of CCOH, and we have a relatively new General Counsel. If members of our management or key individuals decide to leave us in the future, if we decide to make further changes to the composition of, or the roles and responsibilities of, these individuals, or if we are not successful in attracting, motivating and retaining other key employees, our business could be adversely affected.

Our financial performance may be adversely affected by many factors beyond our control.

Certain factors that could adversely affect our financial performance by, among other things, decreasing overall revenues, the numbers of advertising customers, advertising fees or profit margins include:


▪	unfavorable fluctuations in operating costs, which we may be unwilling or unable to pass through to our customers;


▪	our inability to successfully adopt or our being late in adopting technological changes and innovations that offer more attractive advertising or listening alternatives than what we offer, which could result in a loss of advertising customers or lower advertising rates, which could have a material adverse effect on our operating results and financial performance;


▪	our inability to realize or maintain cost savings from the Separation or other expense discipline and cost management initiatives;


▪	the impact of potential new or increased royalties or license fees charged for terrestrial radio broadcasting or the provision of our digital services, which could materially increase our expenses;


▪	unfavorable shifts in population and other demographics, which may cause us to lose advertising customers as people migrate to markets where we have a smaller presence or which may cause advertisers to be willing to pay less in advertising fees if the general population shifts into a less desirable age or geographical demographic from an advertising perspective;


▪	continued dislocation of advertising agency operations from new technologies and media buying trends;


▪	adverse political effects and acts or threats of terrorism or military conflicts; and


▪	unfavorable changes in labor conditions, which may impair our ability to operate or require us to spend more to retain and attract key employees.

Future acquisitions, dispositions and other strategic transactions could pose risks.

We frequently evaluate strategic opportunities both within and outside our existing lines of business. We expect from time to time to pursue acquisitions of certain businesses as well as strategic dispositions. These acquisitions or dispositions could be material. Acquisitions or dispositions involve numerous risks, including:


▪	our acquisitions may prove unprofitable and fail to generate anticipated cash flows:


▪	to successfully manage our business, we may need to:


–	recruit additional senior management as we cannot be assured that senior management of acquired businesses will continue to work for us and we cannot be certain that our recruiting efforts will succeed, and


–	expand corporate infrastructure to facilitate the integration of our operations with those of acquired businesses, because failure to do so may cause us to lose the benefits of any expansion that we decide to undertake by leading to disruptions in our ongoing businesses or by distracting our management;


▪	we may enter into markets and geographic areas where we have limited or no experience;


▪	we may encounter difficulties in the integration of new management teams, operations and systems;


▪	our management's attention may be diverted from other business concerns;


▪	our dispositions may negatively impact revenues from our national, regional and other sales networks; and


▪	our dispositions may make it difficult to generate cash flows from operations sufficient to meet our anticipated cash requirements, including debt service requirements.

Acquisitions and dispositions of media and entertainment businesses may require antitrust review by U.S. federal antitrust agencies and may require review by foreign antitrust agencies under the antitrust laws of foreign jurisdictions. We can give no assurances that the Department of Justice ("DOJ"), the U.S. Federal Trade Commission ("FTC") or foreign antitrust agencies will not seek to bar us from acquiring or disposing of media and entertainment businesses or impose stringent undertaking on our business as a condition to the completion of an acquisition in any market where we already have a significant position.

Further, radio acquisitions are subject to FCC approval. Such transactions must comply with the Communications Act and FCC regulatory requirements and policies, including with respect to the number of broadcast licenses in which a person or entity may have an ownership or attributable interest in a given local market and the level of interest that may be held by foreign individuals or entities. The FCC's media ownership rules remain subject to ongoing agency and court proceedings. Future changes could restrict our ability to dispose of or acquire new radio assets or businesses.

Extensive current government regulation, and future regulation, may limit our radio broadcasting and other operations or adversely affect our business and financial results.

The U.S. Congress (the "Congress") and several federal agencies, including the FCC, extensively regulate the domestic radio broadcasting industry. For example, the FCC could impact our profitability by imposing large fines on us if, in response to pending or future complaints, it finds that we committed violations of FCC regulations governing programming or other matters. For instance, FCC regulations prohibit the broadcast of "obscene" material at any time, and "indecent" material between the hours of 6:00 a.m. and 10:00 p.m. The FCC has historically enforced licensee compliance in this area through the assessment of monetary forfeitures. Such forfeitures may include: (i) imposition of the maximum authorized fine for egregious cases ($407,270 for a single violation, up to a maximum of $3,759,410 for a continuing violation); and (ii) imposition of fines on a per utterance basis instead of a single fine for an entire program. The FCC has also recently increased its enforcement of regulations requiring a radio station to include an on-air announcement which identifies the sponsor of all advertisements and other matter broadcast by any radio station for which any money, service or other valuable consideration is received. Similarly, the FCC has recently sought to impose substantial fines on broadcasters who transmit EAS codes, or simulations thereof, in the absence of an actual emergency or authorized test of the EAS.

Additionally, we cannot be sure that the FCC will approve renewal of the licenses we must have in order to operate our stations. Nor can we be assured that our licenses will be renewed without conditions and for a full term. Beginning in June 2019 and continuing through April 2022, we (along with all other FCC radio broadcast licensees) are submitting applications to renew the FCC licenses for each of our broadcast radio stations on an every two-month rolling schedule by state. The non-renewal, or conditioned renewal, of a substantial number of these FCC licenses could have a materially adverse impact on our operations. Furthermore, possible changes in interference protections, spectrum allocations and other technical rules may negatively affect the operation of our stations. For example, in October 2015, the FCC proposed rules which could reduce the degree of interference protection afforded to certain of our AM radio stations that serve wide areas. The FCC has adopted rules which may limit our ability to prevent interference by FM translators to the reception of our full-power radio stations. In addition, Congress, the FCC and other regulatory agencies have considered, and may in the future consider and adopt, new laws, regulations and policies that could, directly or indirectly, have an adverse effect on our business operations and financial performance. For example, Congress may consider and adopt legislation that would impose an obligation upon all U.S. broadcasters to pay performing artists a royalty for the on-air broadcast of their sound recordings (this would be in addition to payments already made by broadcasters to owners of musical work rights, such as songwriters, composers and publishers). In October 2018, legislation was signed into law that creates a public performance right for pre-February 15, 1972 recordings streamed online. This law may increase our licensing costs. Moreover, it is possible that our license fees and negotiating costs associated with obtaining rights to use musical compositions and sound recordings in our programming content could sharply increase as a result of private negotiations, one or more regulatory rate-setting processes, or administrative and court decisions. The Copyright Royalty Board ("CRB") has issued a final determination establishing copyright royalty rates for the public performance and ephemeral reproduction of sound recordings by various non-interactive webcasters, including radio broadcasters that simulcast their terrestrial programming online, to apply to the period from January 1, 2016 to December 31, 2020 under the webcasting statutory license. A proceeding to establish the rates for 2021 to 2025 began in 2019. Increased royalty rates could significantly increase our expenses, which could adversely affect our business. Additionally, there are conditions applicable to the webcasting statutory license. Some, but not all, record companies have agreed to waive or provide limited relief from certain of these conditions under certain circumstances for set periods of time. Some of these conditions may be inconsistent with customary radio broadcasting practices and various regulatory matters relating to our business are now, or may become, the subject of court litigation, and we cannot predict the outcome of any such litigation or its impact on our business.

If our security measures are breached, we could lose valuable information, suffer disruptions to our business, and incur expenses and liabilities including damages to our relationships with listeners, consumers, business partners, employees and advertisers.

Although we have implemented physical and electronic security measures that are designed to protect against the loss, misuse and alteration of our websites, digital assets and proprietary business information as well as listener, consumer, business partner and advertiser personally identifiable information, no security measures are perfect and impenetrable and we may be unable to anticipate or prevent unauthorized access. Our websites and digital platforms are vulnerable to software bugs, computer viruses, Internet worms, break-ins, phishing attacks, attempts to overload servers with denial-of-service, or other attacks and similar disruptions from unauthorized use of our and third-party computer systems, any of which could lead to system interruptions, delays, or shutdowns, causing loss of critical data or the unauthorized access to personal data. A security breach could occur due to the actions of outside parties, employee error, malfeasance or a combination of these or other actions. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security, and availability of our services and technical infrastructure to the satisfaction of our listeners may harm our reputation and our ability to retain existing listeners and attract new listeners. We cannot assure you that the systems and processes that we have designed to protect our data and our listeners' data, to prevent data loss and to prevent or detect security breaches will provide absolute security, and we may incur significant costs in protecting against or remediating cyber-attacks. If an actual or perceived breach of our security occurs, we may face regulatory or civil liability, lose competitively sensitive business information or suffer disruptions to our business operations, information processes and internal controls. In addition, the public perception of the effectiveness of our security measures or services could be harmed, we could lose listeners, consumers, business partners and advertisers. In the event of a security breach, we could suffer financial exposure in connection with penalties, remediation efforts, investigations and legal proceedings and changes in our security and system protection measures. Currently, not all of our systems are fully compliant with the new E.U. GDPR standards and, as a result, we may face additional liability in the event of a security breach. In Europe, we may be required to notify European Data Protection Authorities, within strict time periods, about any personal data breaches, unless the personal data breach is unlikely to result in a risk to the rights and freedoms of the affected individuals. We may also be required to notify the affected individuals of the personal data breach where there is a high risk to their rights and freedoms. If we suffer a personal data breach, we could be fined up to EUR 20 million or 4% of worldwide annual turnover of the preceding financial year, whichever is greater. Any data breach by service providers that are acting as data processors (i.e., processing personal data on our behalf) could also mean that we are subject to these fines and have to comply with the notification obligations set out above.

The Separation could result in significant tax liability or other unfavorable tax consequences to us.

The transactions related to the Separation were intended to be taxable transactions. The gain or loss recognized with respect to these transactions will depend on, among other things: (a) the value and tax basis of the assets transferred in the distribution of the radio business and the value and tax basis of the CCOH common stock on the Effective Date (such values will be determined by reference to, among other things, the trading value of the iHeartMedia equity and the CCOH common stock following the Effective Date); (b) complex modeling considerations under certain U.S. Treasury regulations; (c) the amount of cancellation of indebtedness income realized in connection with the iHeartMedia's Chapter 11 proceedings; and (d) the extent to which any "excess loss accounts" (as defined under applicable U.S. Treasury regulations) are taken into account. The extent to which any related taxable gain or loss will result in any cash tax liabilities will depend on whether the tax attributes of iHeartMedia and its subsidiaries, including the net operating losses ("NOLs") of iHeartMedia and its subsidiaries (including CCOH and its subsidiaries), are sufficient to offset any net taxable gain and income attributable to the transactions related to the Separation.

In addition, the merger of CCOH into CCH (the "Merger") was intended to qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and the obligation of each of the parties thereto to effect the Merger was conditioned upon the receipt of U.S. federal income tax opinions to that effect from their respective tax counsels. These tax opinions represent the legal judgment of counsel who rendered the opinions and are not binding on the Internal Revenue Service (the "IRS") or the courts. If the IRS makes a subsequent determination that the Merger does not qualify as a "reorganization," then additional tax liability could arise.

Based on our analysis to date of the various factors that will influence whether the Separation resulted in material cash tax liabilities, we do not expect any material cash tax liability resulting from the Separation. However, the analysis of the Separation will continue until the tax return for the 2019 tax year is filed. In addition, there may be some uncertainty with respect to the factors that determine whether the Separation gave rise to cash tax liability, even after appropriate tax returns are filed. Accordingly, we cannot say with certainty that no material cash tax liability will be owed as a result of the Separation and the transactions related thereto. To the extent the Separation and the transactions related thereto do give rise to any cash tax liability, CCOH, iHeartCommunications, iHeartMedia and various other entities would be jointly and severally liable under applicable law for any such amounts.

The allocation of such liabilities among iHeartMedia and its subsidiaries (the "iHeartMedia Group") and CCOH are addressed by a Tax Matters Agreement that was entered into in connection with the Separation.

In addition, we expect that, as a result of the cancellation of indebtedness income realized by the debtors in connection with iHeartMedia's Chapter 11 proceeds, certain of the iHeartMedia Group's tax attributes will be subject to significant reduction or elimination.

Transfers of iHeartMedia's equity in connection with iHeartMedia's Chapter 11 proceedings and cancellation of indebtedness income realized by the debtors in the iHeartMedia Chapter 11 proceedings may impair the iHeartMedia Group's ability to utilize its U.S. federal income tax NOL carryforwards in future years.

Under U.S. federal income tax law, a corporation is generally permitted to deduct from taxable income NOLs carried forward from prior years. To the extent any such tax attributes survive the reduction in tax attributes described above, the iHeartMedia Group's ability to utilize these tax attributes to offset future taxable income and to reduce U.S. federal income tax liability is subject to certain requirements and restrictions. Specifically, iHeartMedia experienced an "ownership change," as defined in Section 382 of the Code, in connection with the Chapter 11 proceedings. Accordingly, the iHeartMedia Group's ability to use any surviving tax attributes may be substantially limited, which could have a negative impact on our financial position and results of operations. Under Section 382 of the Code, absent an applicable exception, if a corporation undergoes an "ownership change," the amount of U.S. federal income tax attributes existing prior to the change that it can utilize to offset its taxable income in future taxable years generally is subject to an annual limitation in an amount equal to the value of its stock immediately prior to the ownership change multiplied by the long-term tax-exempt rate, subject to adjustments to reflect the differences between the fair market value of the corporation's assets and the tax basis in such assets and various other complex rules and adjustments.

Additionally, as noted above, we expect that certain of the iHeartMedia Group's tax attributes will be subject to significant reduction or elimination as a result of the cancellation of indebtedness income realized by the debtors in connection with iHeartMedia's Chapter 11 proceedings.

Accordingly, there can be no assurance that the iHeartMedia Group will be able to utilize the iHeartMedia Group's U.S. federal income tax NOL carryforwards or certain of the iHeartMedia Group's other tax attributes to offset future taxable income.

Chapter 11 Reorganization Risks

The following risk factors disclosed under the caption “Chapter 11 Reorganization Risks” below amend, restate and replace all of the risk factors under the caption “Chapter 11 Reorganization Risks” in Item 1A of our Annual Report:

The ongoing effects of the Chapter 11 Cases following our emergence could adversely affect our business and relationships.

We have only recently emerged from bankruptcy. Our ability to change the public perception relating to our recently consummated Chapter 11 Cases may have an impact on our ability to continue to attract our audience, which is critical to our ability to achieve long-term profitability, and a negative public perception of our business due to our recently consummated bankruptcy proceedings may have a materially adverse effect on our results of operations and financial condition, particularly because our ability to achieve long-term profitability depends on our ability to reach our audience.

Furthermore, we may be subject to ongoing claims that were not discharged in the Chapter 11 Cases and such claims may be significant.

Our actual financial results following our emergence from the Chapter 11 Cases will not be comparable to our historical financial information.

Following the Separation and Reorganization, we began to operate under a new capital structure. As a result of the Separation and Reorganization, we will not include CCOH in our consolidated financial statements following the Effective Date. In addition, we adopted fresh-start accounting and, as a result, at the Effective Date, our assets and liabilities were recorded at fair value, which resulted in values that are different than the values recorded in our historical financial statements. Accordingly, our financial condition and results of operations from and after the Effective Date are not comparable to the financial condition or results of operations reflected in our historical financial statements. As a result of all these factors, our historical financial information is not indicative of our future financial performance.

In connection with the Separation, the Outdoor Group agreed to indemnify us and we agreed to indemnify the Outdoor Group for certain liabilities. There can be no assurance that the indemnities from the Outdoor Group will be sufficient to insure us against the full amount of such liabilities.

Pursuant to agreements that we entered into with the Outdoor Group in connection with the Separation, the Outdoor Group agreed to indemnify us for certain liabilities, and we agreed to indemnify the Outdoor Group for certain liabilities. For example, we will indemnify the Outdoor Group for liabilities to the extent such liabilities related to the business, assets and liabilities of the iHeartMedia as well as liabilities relating to a breach of the Separation Agreement. We will also indemnify the Outdoor Group for 50% of certain tax liabilities imposed on the Outdoor Group in connection with the Separation on or prior to the third anniversary of the Separation in excess of $5.0 million, with our aggregate liability limited to $15.0 million, and will reimburse the Outdoor Group for one-third of potential costs relating to certain agreements between the Outdoor Group and third parties in excess of $10.0 million up to the first $35.0 million of such costs such that we will not bear more than $8.33 million of such costs. However, third parties might seek to hold us responsible for liabilities that the Outdoor Group agreed to retain, and there can be no assurance that the Outdoor Group will be able to fully satisfy their respective indemnification obligations under these agreements. In addition, indemnities that we may be required to provide to the Outdoor Group could be significant and could adversely affect our business.

The transition of our board of directors following our emergence from bankruptcy may compromise our ability to compete effectively.

The new directors who began serving on our board of directors on the Effective Date have different backgrounds, experiences and perspectives from those individuals who have historically served on our board of directors and may have different views on the direction of our business and the issues that will determine our future. The effect of implementation of those views may be difficult to predict and may, in the short term, result in disruption to the strategic direction of the business.

Additionally, the ability of our new directors to quickly expand their knowledge of our operations will be critical to their ability to make informed decisions about our business and strategies, particularly given the competitive environment in which we operate. The transition of our board of directors may, during the period of transition, compromise our ability to compete effectively.

Risks Related to Ownership of our Class A Common Stock

The following risk factors disclosed under the caption “Risks Related to Ownership of our Class A Common Stock” below amend, restate and replace all of the risk factors under the caption “Risks Related to Ownership of Our Class A Common Stock” in Part I, Item 1A of our Annual Report:

Our Class A common stock price may be volatile or may decline regardless of our operating performance and you may not be able to resell your shares at or above the public offering price.

Volatility in the market price of our Class A common stock may prevent you from being able to sell your shares at or above the price you paid for them. Many factors, which are outside our control, may cause the market price of our Class A common stock to fluctuate significantly, including those described elsewhere in the “Risk Factors” section, as well as the following:


▪	our operating and financial performance and prospects;


▪	our quarterly or annual earnings or those of other companies in our industry compared to market expectations;


▪	future announcements concerning our business or our competitors’ businesses;


▪	the public’s reaction to our press releases, other public announcements and filings with the SEC;


▪	the composition of our public float, including substantial holdings by former creditors that may wish to dispose of our securities;


▪	coverage by or changes in financial estimates by securities analysts or failure to meet their expectations;


▪	market and industry perception of our success, or lack thereof, in pursuing our growth strategy;


▪	strategic actions by us or our competitors, such as acquisitions or restructurings;


▪	changes in laws or regulations which adversely affect our industry or us;


▪	changes in accounting standards, policies, guidance, interpretations or principles;


▪	changes in senior management or key personnel;


▪	issuances, exchanges or sales, or expected issuances, exchanges or sales of our capital stock;


▪	adverse resolution of new or pending litigation against us; and


▪	changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.

These broad market and industry factors may materially reduce the market price of our Class A common stock, regardless of our operating performance. In addition, price volatility may be greater if the public float and trading volume of our Class A common stock is low. As a result, you may suffer a loss on your investment.

Substantial blocks of our outstanding shares may be sold into the market in this offering. If there are substantial sales of shares of our Class A common stock, the price of our Class A common stock could decline.

The price of our Class A common stock could decline if there are substantial sales of our Class A common stock, particularly sales by our directors, executive officers and significant stockholders. The market price of the shares of our Class A common stock could decline as a result of the sale of a substantial number of our shares of Class A common stock in the public market, or the perception in the market that the holders of a large number of such shares, or securities convertible or exercisable into such shares, intend to sell their shares or such other securities.

Your voting rights as a holder of Class A common stock will be diluted upon the exercise of Special Warrants or the conversion of Class B common stock.

A majority of our equity was issued in the form of Special Warrants, which have no voting rights, and Class B common stock, which have only limited voting rights. The Special Warrants are currently exercisable into Class A common stock or Class B common stock at an exercise price of $0.001 per share, and the Class B common stock is currently convertible into Class A common stock on a share-for-share basis, in each case subject to certain ownership restrictions. Upon the exercise of any Special Warrants or the conversion of any shares of Class B common stock, your voting rights as a holder of Class A common stock will be proportionately diluted.

We do not intend to pay dividends on our Class A common stock for the foreseeable future.

We currently have no intention to pay dividends on our Class A common stock at any time in the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. Certain of our debt instruments contain covenants that restrict the ability of our subsidiaries to pay dividends to us.

We are a holding company and rely on dividends, distributions and other payments, advances and transfers of funds from our subsidiaries to meet our obligations.

We are a holding company that does not conduct any business operations of our own. As a holding company, our investments in our operating subsidiaries constitute all of our operating assets. Our subsidiaries conduct all of our consolidated operations and own substantially all of our consolidated assets. As a result, we must rely on dividends and other advances, distributions and transfers of funds from our subsidiaries to meet our obligations. The ability of our subsidiaries to pay dividends or make other advances, distributions and transfers of funds will depend on their respective results of operations and may be restricted by, among other things, applicable laws limiting the amount of funds available for payment of dividends and certain restrictive covenants contained in the agreements of those subsidiaries. The deterioration of income from, or other available assets of, our subsidiaries for any reason could limit or impair their ability to pay dividends or other distributions to us.

Delaware law and certain provisions in our certificate of incorporation may prevent efforts by our stockholders to change the direction or management of our company.

Our certificate of incorporation and our by-laws contain provisions that may make the acquisition of our company more difficult without the approval of our Board, including, but not limited to, the following:


▪	for the first three years following the Effective Date, our board of directors will be divided into three equal classes, with members of each class elected in different years for different terms, making it impossible for stockholders to change the composition of our entire Board in any given year;


▪	action by stockholders may only be taken at an annual or special meeting duly called by or at the direction of a majority of our Board;


▪	advance notice for all stockholder proposals is required;


▪	subject to the rights of holders of any outstanding shares of our preferred stock, for so long as our board remains classified, our directors may only be removed for cause and upon the affirmative vote of holders of a majority of the voting power of the outstanding shares of our Class A common stock; and


▪	for the first three years following the Effective Date, any amendment, alteration, rescission or repeal of the anti-takeover provisions of our certificate of incorporation requires the affirmative vote of at least 66 2/3% in voting power of the outstanding shares of our stock entitled to vote generally in the election of directors.

These and other provisions in our certificate of incorporation, bylaws and Delaware law could make it more difficult for stockholders or potential acquirers to obtain control of our board of directors or initiate actions that are opposed by our board of directors, including actions to delay or impede a merger, tender offer or proxy contest involving our company. The existence of these provisions could negatively affect the price of our common stock and limit opportunities for you to realize value in a corporate transaction.

Our certificate of incorporation designates the Court of Chancery of the State of Delaware, subject to certain exceptions, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our certificate of incorporation provides that the Court of Chancery of the State of Delaware, subject to certain exceptions, is the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action asserting a claim against the company or any director or officer or employee of the company arising pursuant to any provision of the DGCL, our certificate of incorporation or our bylaws or (iv) any other action asserting a claim against us that is governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to the provisions of our certificate of incorporation described above. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employee, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find these provisions of our certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our industry, or if they adversely change their recommendations regarding our stock, our stock price and trading volume could decline.

The trading market for our common stock is influenced by the research and reports that industry or securities analysts may publish about us, our business, our industry or our competitors. If we do not maintain adequate research coverage or if any of the analysts who may cover us downgrade our stock, publish inaccurate or unfavorable research about our business or provide relatively more favorable recommendations about our competitors, our stock price could decline. If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports about us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

Regulations imposed by the Communications Act and the FCC limit the amount of foreign individuals or entities that may invest in our capital stock.

The Communications Act and FCC regulations restrict foreign ownership or control of any entity licensed to provide broadcast and certain other communications services. Among other prohibitions, foreign entities may not have direct or indirect ownership or voting rights of more than 25 percent in a corporation controlling the licensee of a radio broadcast station if the FCC finds that the public interest will be served by the refusal or revocation of such a license due to foreign ownership or voting rights exceeding that threshold. The FCC has interpreted this provision to mean that it must make an affirmative public interest finding before a broadcast license may be held by a corporation that is more than 25 percent owned or controlled, directly or indirectly, by foreign persons or other non-U.S. entities.

We have filed a petition for declaratory ruling (“Declaratory Ruling”) requesting FCC consent to exceed the 25 percent foreign ownership and voting benchmarks that currently apply to us, but we cannot predict whether the FCC will grant a Declaratory

Ruling, the amount of foreign equity and voting rights such a ruling will allow us to have if one is granted, or how long it will take to obtain such a ruling.

The FCC calculates foreign voting rights separately from equity ownership, and both must be at or below the 25 percent threshold unless the FCC has issued a declaratory ruling allowing foreign ownership or voting in excess of that threshold. Warrants and other future interests typically are not taken into account in determining foreign ownership compliance. To the extent that our aggregate foreign ownership or voting percentages would exceed 25 percent, any individual foreign holder of our common stock whose ownership or voting percentage would exceed 5 percent or 10 percent (with the applicable percentage determined pursuant to FCC rules) will additionally be required to obtain the FCC’s specific approval.

Direct or indirect ownership of our securities could result in the violation of the FCC’s media ownership rules by investors with “attributable interests” in other radio stations or in the same market as one or more of our broadcast stations.

Under the FCC’s media ownership rules, a direct or indirect owner of our securities could violate and/or cause us to violate the FCC’s structural media ownership limitations if that person owns or acquires an “attributable” interest in other radio stations in the same market as one or more of our radio stations. Under the FCC’s “attribution” policies the following relationships and interests generally are cognizable for purposes of the substantive media ownership restrictions: (1) ownership of 5 percent or more of a media company’s voting stock (except for “investment companies” as defined in 15 U.S.C. § 80a-3, insurance companies and bank trust departments, whose holdings are subject to a 20 percent voting stock benchmark); (2) officers and directors of a media company and its direct or indirect parent(s); (3) any general partnership or limited liability company manager interest; (4) any limited partnership interest or limited liability company member interest that is not “insulated,” pursuant to FCC-prescribed criteria, from material involvement in the management or operations of the media company; (5) certain same-market time brokerage agreements; (6) certain same-market joint sales agreements; and (7) under the FCC’s “equity/debt plus” standard, otherwise non-attributable equity or debt interests in a media company if the holder’s combined equity and debt interests amount to more than 33 percent of the “total asset value” of the media company and the holder has certain other interests in the media company or in another media property in the same market. Under the FCC’s rules, discrete ownership interests under common ownership, management, or control must be aggregated to determine whether or not an interest is “attributable.”

Our certificate of incorporation grants us broad authority to comply with FCC Regulations.

To the extent necessary to comply with the Communications Act, FCC rules and policies, and any FCC declaratory ruling, and in accordance with our certificate of incorporation, we may request information from any stockholder or proposed stockholder to determine whether such stockholder’s ownership of shares of capital stock may result in a violation of the Communications Act, FCC rules and policies, or any FCC declaratory ruling. We may further take the following actions, among others, to help ensure compliance with and to remedy any actual or potential violation of the Communications Act, FCC rules and policies, or any FCC declaratory ruling, or to prevent the loss or impairment of any of our FCC licenses: (i) prohibit, suspend or rescind the ownership, voting or transfer of any portion of our outstanding capital stock; (ii) redeem capital stock; and (iii) exercise any and all appropriate remedies, at law or in equity, in any court of competent jurisdiction, against any stockholder, to cure any such actual or potential violation or impairment.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table sets forth our purchases of shares of our Class A common stock made during the quarter ended ~~March 31,~~June 30, 2019:

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
January 1 through January 31 3,927
$ 0.43
—
$ —
February 1 through February 28 2,576
0.94
—
—
March 1 through March 31 —

—
��
Total 6,503
$ 0.63
—
$ —



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
April 1 through April 30	512	$	1.25	—	$	—


May 1 through May 31	—	—		—	—
June 1 through June 30	—	—		—	—
Total	512	$	1.25	—	$	—


(1)	The shares indicated consist of shares of our Class A common stock tendered by employees to us during the three months ended ~~March 31,~~June 30, 2019 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

~~The filing of the Chapter 11 Cases constituted an event of default that accelerated the Debtors’ obligations under the following debt instruments (the “Debt Instruments”):~~

Senior Indenture, dated as of October 1, 1997 (as amended or supplemented from time to time), by and between iHeartCommunications and The Bank of New York (now known as The Bank of New York Mellon), as trustee (with Wilmington Savings Fund Society, FSB as successor trustee), governing iHeartCommunications’ 5.50% Senior Notes due 2016, 6.875% Senior Notes due 2018 and 7.25% Senior Notes due 2027;

Credit Agreement, dated as of May 13, 2008, as amended and restated as of February 23, 2011 (as further amended or supplemented from time to time), by and among iHeartCommunications, as the parent borrower, the subsidiary co-borrowers and foreign subsidiary revolving borrowers party thereto, iHeartMedia Capital I, LLC, as a guarantor, Citibank, N.A., as administrative agent, swing line lender and letter of credit issuer, and the other the lenders from time to time party thereto governing iHeartCommunications’ Term Loan D and Term Loan E credit facilities;

Indenture, dated as of February 23, 2011 (as amended or supplemented from time to time), by and among iHeartCommunications, iHeartMedia Capital I, LLC, as guarantor, the other guarantors party thereto, Wilmington Trust FSB, as trustee (with Wilmington Trust, National Association as successor in interest), and Deutsche Bank Trust Company Americas, as collateral agent, paying agent, registrar, authentication agent and transfer agent, governing iHeartCommunications’ 9.0% Priority Guarantee Notes due 2021;

Indenture, dated as of October 25, 2012 (as amended or supplemented from time to time), by and among iHeartCommunications, iHeartMedia Capital I, LLC, as guarantor, the other guarantors party thereto, U.S. Bank National Association, as trustee, paying agent, registrar and transfer agent (with Wilmington Trust, National Association as successor trustee, paying agent, registrar and transfer agent), and Deutsche Bank Trust Company Americas, as collateral agent, governing iHeartCommunications’ 9.0% Priority Guarantee Notes due 2019;

Indenture, dated as of June 21, 2013 (as amended or supplemented from time to time), by and among iHeartCommunications, iHeartMedia Capital I, LLC, as guarantor, the other guarantors party thereto, Law Debenture Trust Company of New York, as trustee (with Delaware Trust Company as successor trustee), and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent, governing iHeartCommunications’ 14.0% Senior Notes due 2021;

Indenture, dated as of February 28, 2013 (as amended or supplemented from time to time), by and among iHeartCommunications, iHeartMedia Capital I, LLC, as guarantor, the other guarantors party thereto, U.S. Bank National Association, as trustee, paying agent, registrar, authentication agent and transfer agent (with UMB Bank National Association as successor trustee, paying agent, registrar, authentication agent and transfer agent), and Deutsche Bank Trust Company Americas, as collateral agent, governing iHeartCommunications’ 11.25% Priority Guarantee Notes due 2021;

Indenture, dated as of September 10, 2014 (as amended or supplemented from time to time), by and among iHeartCommunications, iHeartMedia Capital I, LLC, as guarantor, the other guarantors party thereto, U.S. Bank National Association, as trustee, paying agent, registrar, authentication agent and transfer agent (with Wilmington Trust, National Association as successor trustee, paying agent, registrar, authentication agent and transfer agent), and Deutsche Bank Trust Company Americas, as collateral agent, governing iHeartCommunications’ 9.0% Priority Guarantee Notes due 2022;

Indenture, dated as of February 26, 2015 (as amended or supplemented from time to time), by and among iHeartCommunications, iHeartMedia Capital I, LLC, as guarantor, the other guarantors party thereto, U.S. Bank National Association, as trustee, paying agent, registrar, authentication agent and transfer agent, and Deutsche Bank Trust Company Americas, as collateral agent, governing iHeartCommunications’ 10.625% Priority Guarantee Notes due 2023;

Credit Agreement, dated as of November 30, 2017, by and among iHeartCommunications, as the parent borrower, iHeartMedia Capital I, LLC, as a guarantor, the subsidiary borrowers party thereto, TPG Specialty Lending, Inc., as administrative agent, sole lead arranger and a lender, the other lenders, swing line lenders and letter of credit issuers from time to time party thereto and the other syndication agents party thereto, governing iHeartCommunications’ asset-based term loan and revolving credit facility; and

Revolving Promissory Note, dated November 10, 2005, as amended by the first amendment entered into on December 23, 2009, the second amendment entered into on October 23, 2013, and the third amendment entered into on November 29, 2017, between iHeartCommunications, as maker, and Clear Channel Outdoor Holdings, Inc., as payee.

As previously disclosed, any efforts to enforce the payment obligations under the Debt Instruments are automatically stayed as a result of the Chapter 11 Cases, and the creditors’ rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code.Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

~~None.~~On August 14, 2019, the Company and Steven J. Macri, SVP - Finance, entered into a fourth amendment (the “Fourth Amendment”) to his employment agreement, (as so amended, the Employment Agreement”). Pursuant to the Fourth Amendment, the term of Mr. Macri’s Employment Agreement, which was previously scheduled to expire on June 30, 2019, was extended through December 31, 2019. In addition, the Fourth Amendment reflected a one-time award of 52,500 restricted stock unit awards and 97,500 options to purchase shares of the Company’s class A common stock, which were made on May 30, 2019 in connection with the Company’s Reorganization. Of these awards, 20% vested on July 22, 2019, two business days following the listing of the Company’s class A common stock on the NASDAQ Global Select Market, and the remaining awards will vest equally on each of the next four anniversaries of the grant date, subject to the provisions of the applicable award agreement. In addition, the Fourth Amendment increased the amount of any severance payments to be made pursuant to his employment agreement from $1.4 million to $2.0 million over a 12 month period.

ITEM 6. EXHIBITS



Exhibit Number		Description
2.1		Modified Fifth Amended Joint Chapter 11 Plan of Reorganization of iHeartMedia, Inc. and its Debtor ~~Affiliates~~Subsidiaries Pursuant to Chapter 11 of the Bankruptcy Code, dated January 22, 2019 (incorporated by reference to ~~the Company's~~Exhibit 2.1 to iHeartMedia, Inc.’s Current Report on Form 8-K filed ~~with the SEC~~ on January 28, 2019).
3.1		Fifth Amended and Restated Certificate of Incorporation of iHeartMedia, Inc. (incorporated by reference to Exhibit 3.1 to iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 2, 2019).
3.2		Second Amended and Restated Bylaws of iHeartMedia, Inc. (incorporated by reference to Exhibit 3.2 to iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 2, 2019).
4.1		Indenture, dated as of ~~February 12,~~May 1, 2019, by and among ~~Clear Channel Worldwide Holdings,~~iHeartCommunications, Inc., ~~Clear Channel Outdoor Holdings, Inc., Clear Channel Outdoor, Inc.,~~iHeartMedia Capital I, LLC, as guarantor, the ~~other~~subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee ~~paying~~and collateral agent, ~~registrar and transfer agent~~governing the 6.375% Senior Secured Notes due 2026 (incorporated by reference to Exhibit 4.1 to ~~Clear Channel Outdoor Holdings,~~iHeartMedia, Inc.’s Current Report on Form 8-K filed on ~~February 13,~~May 2, 2019).
4.2		Form of ~~9.25%~~6.375% Senior ~~Subordinated~~Secured Notes due ~~2024~~2026 (incorporated by reference to Exhibit A to Exhibit 4.1 to ~~Clear Channel Outdoor Holdings,~~iHeartMedia, Inc.’s Current Report on Form 8-K filed on ~~February 13,~~May 2, 2019).
4.3		~~Exchange and Registration Rights Agreement,~~Indenture, dated as of ~~February 12,~~May 1, 2019, by and among ~~Clear Channel Worldwide Holdings,~~iHeartCommunications, Inc., ~~Clear Channel Outdoor Holdings, Inc., Clear Channel Outdoor, Inc.,~~iHeartMedia Capital I, LLC, as guarantor, the ~~other~~subsidiary guarantors party thereto, and ~~Deutsche~~U.S. Bank ~~Securities Inc.,~~National Association, as ~~representative of~~trustee, governing the ~~initial purchasers~~8.375% Senior Notes due 2027 (incorporated by reference to Exhibit 4.3 to ~~Clear Channel Outdoor Holdings,~~iHeartMedia, Inc.’s Current Report on Form 8-K filed on ~~February 13,~~May 2, 2019).
4.4		Form of 8.375% Senior Notes due 2027 (incorporated by reference to Exhibit A to Exhibit 4.3 to iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 2, 2019).
4.5		Warrant Agreement, dated as of May 1, 2019, by and between iHeartCommunications and Computershare, Inc. and Computershare Trust Company, N.A., as warrant agent (incorporated by reference to Exhibit 4.5 to iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 2, 2019).
4.6		Indenture, dated as of August 7, 2019, by and among iHeartCommunications, Inc., the Guarantors party thereto and U.S. Bank National Association as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to iHeartMedia, Inc.'s Current Report on Form 8-K filed on August 8, 2019).
4.7		Form of 5.25% Senior Secured Notes due 2027 (incorporated by reference to Exhibit A to Exhibit 4.1 filed herewith).
10.1		Settlement and Separation Agreement, dated as of March 27, 2019, ~~by and~~ between iHeartMedia, Inc., iHeartCommunications, Inc., Clear Channel Holdings, Inc., and Clear Channel Outdoor Holdings, ~~Inc., iHeartCommunications, Inc. and iHeartMedia,~~ Inc. (incorporated by reference to Exhibit 10.1 ~~to the~~of Clear Channel Outdoor Holdings, Inc.’s Current Report on Form 8-K filed on March 28, 2019).
10.2*10.2		~~Amendment, dated as of April 24, 2019, to the Settlement and Separation~~Transition Services Agreement, dated as of ~~March 27,~~May 1, 2019, by and among iHeartMedia, Inc., iHeartMedia Management Services, Inc., iHeartCommunications, Inc. and Clear Channel Outdoor Holdings, Inc. (incorporated by reference to Exhibit 10.1 to Clear Channel Outdoor Holdings, Inc.’s Current Report on Form 8-K filed on May 2, 2019).
10.3		Tax Matters Agreement, dated as of May 1, 2019, by and among iHeartMedia, Inc., iHeartCommunications, Inc., iHeart Operations, Inc., Clear Channel Holdings, Inc., Clear Channel Outdoor Holdings, Inc. and Clear Channel Outdoor, LLC. (incorporated by reference to Exhibit 10.2 to Clear Channel Outdoor Holdings, Inc.’s Current Report on Form 8-K filed on May 2, 2019).
10.4		ABL Credit Agreement, dated as of May 1, 2019, by and among iHeartMedia Capital I, LLC, iHeartCommunications, Inc., as borrower, the other guarantors party thereto from time to time, Citibank, N.A., as Administrative Agent and Collateral Agent, and the lenders party thereto, governing the New ABL Facility (incorporated by reference to Exhibit 10.5 to iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 2, 2019).



10.5		ABL Intercreditor Agreement, dated as of May 1, 2019, by and among Citibank, N.A., as Tern Loan Collateral Agent and Designated Junior Priority Representative, U.S. National Bank Association, as Notes Collateral Agent, each additional junior priority representative party thereto, iHeartMedia Capital I, LLC, iHeartCommunications, Inc. and the other grantors party thereto (incorporated by reference to Exhibit 10.6 to iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 2, 2019).
10.6		Credit Agreement, dated as of May 1, 2019, by and among iHeartMedia Capital I, LLC, iHeartCommunications, Inc., as borrower, the other guarantors party thereto from time to time, Citibank, N.A., as Administrative Agent and Collateral Agent, and the lenders party thereto, governing the New Term Loan Facility (incorporated by reference to Exhibit 10.7 to iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 2, 2019).
10.7		First Lien Intercreditor Agreement, dated as of the Effective date, by and among Citibank, N.A., as Credit Agreement Agent, U.S. National Bank Association, as Senior Notes Collateral Agent and each additional collateral agent from time to time party thereto, iHeartMedia Capital I, LLC, iHeartCommunications, Inc. and the other grantors party thereto (incorporated by reference to Exhibit 10.8 to iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 2, 2019).
10.8		Revolving Loan Agreement, dated as of May 1, 2019, by and among iHeartCommunications, Inc. and Clear Channel Outdoor, LLC and Clear Channel International, Ltd. (incorporated by reference to Exhibit 10.3 to Clear Channel Outdoor Holdings, Inc.’s Current Report on Form 8-K filed on May 2, 2019).
10.9		Certificate of Designation of Series A Perpetual Preferred Stock of iHeart Operations filed with the office of the Secretary of State of the State of Delaware on April 30, 2019 and effective as of May 1, 2019 (incorporated by reference to Exhibit 10.10 to iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 2, 2019).
10.10		Series A Investors Rights Agreement, dated as of May 1, 2019, by and among iHeart Operations, iHeartCommunications, the Company and the purchaser listed therein (incorporated by reference to Exhibit 10.11 to iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 2, 2019).
10.11		Form of Indemnification Agreement, between iHeartMedia, Inc. and its directors (incorporated by reference to Exhibit 10.1 to iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 7, 2019).
10.12		Form of Indemnification Agreement between iHeartMedia, Inc. and its executive officers (incorporated by reference to Exhibit 10.5 to iHeartMedia, Inc.'s Current Report on Form 8-K filed on June 5, 2019).
10.13		iHeartMedia, Inc. 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 7, 2019)
10.14		Form of Non-Employee Director Restricted Stock Unit Award Agreement with respect to RSUs granted in lieu of annual cash compensation (incorporated by reference to Exhibit 10.3 to iHeartMedia, Inc.'s Current Report on Form 8-K filed on June 5, 2019).
10.15		Form of Non-Employee Restricted Stock Unit Award Agreement with respect to RSUs granted as part of the director’s equity compensation (incorporated by reference to Exhibit 10.4 to iHeartMedia, Inc.'s Current Report on Form 8-K filed on June 5, 2019).
10.16		Form of Employee Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.4 to iHeartMedia, Inc.’s Registration Statement on Form S-8 filed on May 17, 2019)
10.17		Form of Employee Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.5 to iHeartMedia, Inc.’s Registration Statement on Form S-8 filed on May 17, 2019)
10.18		Amendment to the Amended and Restated Employment Agreement, dated as of May 1, 2019, between iHeartMedia Inc. and Robert W. Pittman (incorporated by reference to Exhibit 10.7 to iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 7, 2019)
10.19		Amendment to the Employment Agreement Amendment, dated as of May 1, 2019, between iHeartMedia Inc. and Richard J. Bressler (incorporated by reference to Exhibit 10.8 to iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 7, 2019)



10.20*		Fourth Amendment to the Employment Agreement, dated as of August 14, 2019, between iHeartMedia, Inc. and Steve J. Macri
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*		Interactive Data Files.

____________

* Filed herewith.

** Furnished herewith.

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.

~~April 25,~~August 14, 2019	/s/ SCOTT D. HAMILTON
	Scott D. Hamilton
	Senior Vice President, Chief Accounting Officer and Assistant Secretary

5492



(In thousands)	iHM		Americas Outdoor⁽¹⁾		International Outdoor⁽¹⁾		Other		Eliminations			Consolidated
Three Months Ended March 31, 2019
Revenue from contracts with customers:
United States	$	759,400	$	131,431	$	—	$	30,190	$	(269	)	$	920,752
Other Americas	1,027		896		13,645		—		—			15,568
Europe	2,351		—		201,205		—		—			203,556
Asia-Pacific and other	2,622		—		53,231		—		—			55,853
Total	765,400		132,327		268,081		30,190		(269		)	1,195,729
Revenue from leases	410		140,395		46,313		—		(948		)	186,170
Revenue, total	$	765,810	$	272,722	$	314,394	$	30,190	$	(1,217	)	$	1,381,899

Three Months Ended March 31, 2018
Revenue from contracts with customers:
United States	$	736,940	$	96,147	$	—	$	28,218	$	(313	)	$	860,992
Other Americas	1,180		650		12,123		—		—			13,953
Europe	2,601		—		187,216		—		—			189,817
Asia-Pacific and other	2,957		—		3,012		—		—			5,969
Total	743,678		96,797		202,351		28,218		(313		)	1,070,731
Revenue from leases	890		159,050		140,200		—		(1,223		)	298,917
Revenue, total	$	744,568	$	255,847	$	342,551	$	28,218	$	(1,536	)	$	1,369,648