UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER~~JUNE 30, ~~2022~~2023

☐			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

001-38987

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐

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

Class

Outstanding at ~~October 31, 2022~~August 3, 2023

~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~

Class A Common Stock, $.001 par value

~~121,761,907~~123,169,201

Class B Common Stock, $.001 par value

~~21,477,181~~21,347,363

IHEARTMEDIA, INC.

INDEX


		Page No.
Part I – Financial Information
Item 1.	Financial Statements	1
	Consolidated Balance Sheets	1
	Consolidated Statements of Comprehensive Income (Loss)	2
	Consolidated Statements of Changes in Stockholders' Equity (Deficit)	3
	Consolidated Statements of Cash Flows	75
	Notes to Consolidated Financial Statements	86
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2521
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4339
Item 4.	Controls and Procedures	4439
Part II – Other Information
Item 1.	Legal Proceedings	4540
Item 1A.	Risk Factors	4540
Item 2.	Unregistered Sales of Equity Securities, ~~and~~ Use of Proceeds, and Issuer Purchases of Equity Securities	4540

Item 3.	Defaults Upon Senior Securities	4540

Item 4.	Mine Safety Disclosures	4540
Item 5.	Other Information	4540
Item 6.	Exhibits	4540
Signatures		4742

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

IHEARTMEDIA, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


(In thousands, except share and per share data)	(In thousands, except share and per share data)	September 30, 2022		December 31, 2021		(In thousands, except share and per share data)	June 30, 2023		December 31, 2022
		(Unaudited)					(Unaudited)
CURRENT ASSETS	CURRENT ASSETS					CURRENT ASSETS
Cash and cash equivalents	Cash and cash equivalents	$	295,399	$	352,129	Cash and cash equivalents	$	165,325	$	336,236
Accounts receivable, net of allowance of $27,405 in 2022 and $29,270 in 2021		981,144		1,030,380
Accounts receivable, net of allowance of $36,022 in 2023 and $29,171 in 2022						Accounts receivable, net of allowance of $36,022 in 2023 and $29,171 in 2022	1,004,807		1,037,827
Prepaid expenses	Prepaid expenses	113,718		65,927		Prepaid expenses	127,380		79,098

Other current assets	Other current assets	18,316		24,431		Other current assets	38,880		19,618
Total Current Assets	Total Current Assets	1,408,577		1,472,867		Total Current Assets	1,336,392		1,472,779
PROPERTY, PLANT AND EQUIPMENT	PROPERTY, PLANT AND EQUIPMENT					PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, net	Property, plant and equipment, net	692,321		782,093		Property, plant and equipment, net	649,687		694,842
INTANGIBLE ASSETS AND GOODWILL	INTANGIBLE ASSETS AND GOODWILL					INTANGIBLE ASSETS AND GOODWILL
Indefinite-lived intangibles - licenses and other	Indefinite-lived intangibles - licenses and other	1,476,319		1,778,045		Indefinite-lived intangibles - licenses and other	1,112,751		1,476,319
Other intangibles, net	Other intangibles, net	1,477,342		1,666,600		Other intangibles, net	1,296,099		1,419,670
Goodwill	Goodwill	2,313,182		2,313,581		Goodwill	1,721,410		2,313,403
OTHER ASSETS	OTHER ASSETS					OTHER ASSETS
Operating lease right-of-use assets	Operating lease right-of-use assets	791,804		741,410		Operating lease right-of-use assets	700,720		788,280
Other assets	Other assets	170,154		126,713		Other assets	166,751		170,594
Total Assets	Total Assets	$	8,329,699	$	8,881,309	Total Assets	$	6,983,810	$	8,335,887
CURRENT LIABILITIES	CURRENT LIABILITIES					CURRENT LIABILITIES
Accounts payable	Accounts payable	$	204,916	$	206,007	Accounts payable	$	199,947	$	240,454
Current operating lease liabilities	Current operating lease liabilities	48,088		88,585		Current operating lease liabilities	75,749		70,024
Accrued expenses	Accrued expenses	271,852		353,045		Accrued expenses	232,234		325,427

Accrued interest	Accrued interest	63,458		67,983		Accrued interest	62,349		64,165
Deferred revenue	Deferred revenue	151,065		133,123		Deferred revenue	160,099		131,084
Current portion of long-term debt	Current portion of long-term debt	665		673		Current portion of long-term debt	440		664
Total Current Liabilities	Total Current Liabilities	740,044		849,416		Total Current Liabilities	730,818		831,818
Long-term debt	Long-term debt	5,553,049		5,738,195		Long-term debt	5,315,955		5,413,503
Noncurrent operating lease liabilities	Noncurrent operating lease liabilities	850,412		738,814		Noncurrent operating lease liabilities	762,787		848,918
Deferred income taxes	Deferred income taxes	526,928		558,222		Deferred income taxes	425,454		483,810
Other long-term liabilities	Other long-term liabilities	66,456		80,897		Other long-term liabilities	152,254		73,332
Commitments and contingent liabilities (Note 6)	Commitments and contingent liabilities (Note 6)					Commitments and contingent liabilities (Note 6)
STOCKHOLDERS’ EQUITY
STOCKHOLDERS’ EQUITY (DEFICIT)						STOCKHOLDERS’ EQUITY (DEFICIT)
Noncontrolling interest	Noncontrolling interest	9,059		8,410		Noncontrolling interest	10,351		9,609
Preferred stock, par value $.001 per share, 100,000,000 shares authorized, no shares issued and outstanding	Preferred stock, par value $.001 per share, 100,000,000 shares authorized, no shares issued and outstanding	—		—		Preferred stock, par value $.001 per share, 100,000,000 shares authorized, no shares issued and outstanding	—		—
Class A Common Stock, par value $.001 per share, authorized 1,000,000,000 shares, issued 122,341,086 and 120,633,937 shares in 2022 and 2021, respectively		123		120
Class B Common Stock, par value $.001 per share, authorized 1,000,000,000 shares, issued 21,479,356 and 21,590,192 shares in 2022 and 2021, respectively		21		22
Special Warrants, 5,111,312 and 5,304,430 issued and outstanding in 2022 and 2021, respectively		—		—
Class A Common Stock, par value $.001 per share, authorized 1,000,000,000 shares, issued 124,046,612 and 122,370,425 shares in 2023 and 2022, respectively						Class A Common Stock, par value $.001 per share, authorized 1,000,000,000 shares, issued 124,046,612 and 122,370,425 shares in 2023 and 2022, respectively	124		123
Class B Common Stock, par value $.001 per share, authorized 1,000,000,000 shares, issued 21,347,363 and 21,477,181 shares in 2023 and 2022, respectively						Class B Common Stock, par value $.001 per share, authorized 1,000,000,000 shares, issued 21,347,363 and 21,477,181 shares in 2023 and 2022, respectively	21		21
Special Warrants, 5,111,055 and 5,111,312 issued and outstanding in 2023 and 2022, respectively						Special Warrants, 5,111,055 and 5,111,312 issued and outstanding in 2023 and 2022, respectively	—		—
Additional paid-in capital	Additional paid-in capital	2,901,625		2,876,571		Additional paid-in capital	2,931,598		2,912,500
Accumulated deficit	Accumulated deficit	(2,307,363)		(1,962,819)		Accumulated deficit	(3,334,212)		(2,227,482)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(1,760)		(257)		Accumulated other comprehensive loss	(1,454)		(1,331)
Cost of shares (593,032 in 2022 and 389,814 in 2021) held in treasury		(8,895)		(6,282)
Total Stockholders' Equity		592,810		915,765
Total Liabilities and Stockholders' Equity		$	8,329,699	$	8,881,309
Cost of shares (916,632 in 2023 and 597,482 in 2022) held in treasury						Cost of shares (916,632 in 2023 and 597,482 in 2022) held in treasury	(9,886)		(8,934)
Total Stockholders' Equity (Deficit)						Total Stockholders' Equity (Deficit)	(403,458)		684,506
Total Liabilities and Stockholders' Equity (Deficit)						Total Liabilities and Stockholders' Equity (Deficit)	$	6,983,810	$	8,335,887

See Notes to Consolidated Financial Statements

IHEARTMEDIA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)


(In thousands, except per share data)	(In thousands, except per share data)	Three Months Ended September 30,				Nine Months Ended September 30,				(In thousands, except per share data)	Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Revenue	Revenue	$	988,930	$	928,051	$	2,786,393	$	2,496,321	Revenue	$	920,014	$	954,005	$	1,731,253	$	1,797,463
Operating expenses:	Operating expenses:									Operating expenses:
Direct operating expenses (excludes depreciation and amortization)	Direct operating expenses (excludes depreciation and amortization)	371,719		325,766		1,067,625		939,094		Direct operating expenses (excludes depreciation and amortization)	355,061		365,382		699,681		695,906
Selling, general and administrative expenses (excludes depreciation and amortization)	Selling, general and administrative expenses (excludes depreciation and amortization)	399,892		390,086		1,163,293		1,105,056		Selling, general and administrative expenses (excludes depreciation and amortization)	393,773		379,057		796,574		763,401
Depreciation and amortization	Depreciation and amortization	109,305		108,100		334,144		343,408		Depreciation and amortization	108,065		110,788		216,577		224,839
Impairment charges	Impairment charges	309,750		11,647		311,329		49,391		Impairment charges	960,570		245		964,517		1,579
Other operating expense, net		9,451		12,341		25,985		27,491
Other operating (income) expense, net										Other operating (income) expense, net	(261)		15,664		(40)		16,534
Operating income (loss)	Operating income (loss)	(211,187)		80,111		(115,983)		31,881		Operating income (loss)	(897,194)		82,869		(946,056)		95,204
Interest expense, net	Interest expense, net	87,890		82,481		248,603		252,489		Interest expense, net	98,693		81,494		194,150		160,713
Gain (loss) on investments, net	Gain (loss) on investments, net	(3,466)		(10,367)		4,359		39,468		Gain (loss) on investments, net	(6,038)		9,590		(12,543)		7,825
Equity in loss of nonconsolidated affiliates	Equity in loss of nonconsolidated affiliates	(132)		(1,056)		(190)		(1,115)		Equity in loss of nonconsolidated affiliates	(44)		(29)		(4)		(58)
Gain (loss) on extinguishment of debt		6,892		(7,896)		15,095		(7,896)
Gain on extinguishment of debt										Gain on extinguishment of debt	22,902		8,203		27,527		8,203
Other expense, net	Other expense, net	(581)		(1,785)		(3,026)		(2,955)		Other expense, net	(272)		(2,175)		(371)		(2,445)
Loss before income taxes		(296,364)		(23,474)		(348,348)		(193,106)
Earnings (Loss) before income taxes										Earnings (Loss) before income taxes	(979,339)		16,964		(1,125,597)		(51,984)
Income tax benefit (expense)	Income tax benefit (expense)	(13,412)		27,147		5,015		(77,237)		Income tax benefit (expense)	96,357		(1,782)		20,252		18,427
Net income (loss)	Net income (loss)	(309,776)		3,673		(343,333)		(270,343)		Net income (loss)	(882,982)		15,182		(1,105,345)		(33,557)
Less amount attributable to noncontrolling interest	Less amount attributable to noncontrolling interest	587		493		1,211		486		Less amount attributable to noncontrolling interest	1,488		781		1,385		624
Net income (loss) attributable to the Company	Net income (loss) attributable to the Company	$	(310,363)	$	3,180	$	(344,544)	$	(270,829)	Net income (loss) attributable to the Company	$	(884,470)	$	14,401	$	(1,106,730)	$	(34,181)
Other comprehensive loss, net of tax:	Other comprehensive loss, net of tax:									Other comprehensive loss, net of tax:
Foreign currency translation adjustments	Foreign currency translation adjustments	(606)		(131)		(1,503)		(387)		Foreign currency translation adjustments	(77)		(650)		(123)		(897)

Other comprehensive loss, net of tax	Other comprehensive loss, net of tax	(606)		(131)		(1,503)		(387)		Other comprehensive loss, net of tax	(77)		(650)		(123)		(897)
Comprehensive income (loss)	Comprehensive income (loss)	(310,969)		3,049		(346,047)		(271,216)		Comprehensive income (loss)	(884,547)		13,751		(1,106,853)		(35,078)
Less amount attributable to noncontrolling interest	Less amount attributable to noncontrolling interest	—		—		—		—		Less amount attributable to noncontrolling interest	—		—		—		—
Comprehensive income (loss) attributable to the Company	Comprehensive income (loss) attributable to the Company	$	(310,969)	$	3,049	$	(346,047)	$	(271,216)	Comprehensive income (loss) attributable to the Company	$	(884,547)	$	13,751	$	(1,106,853)	$	(35,078)
Net income (loss) attributable to the Company per common share:	Net income (loss) attributable to the Company per common share:									Net income (loss) attributable to the Company per common share:
Basic	Basic	$	(2.09)	$	0.02	$	(2.33)	$	(1.85)	Basic	$	(5.93)	$	0.10	$	(7.44)	$	(0.23)
Weighted average common shares outstanding - Basic	Weighted average common shares outstanding - Basic	148,299		147,040		147,957		146,591		Weighted average common shares outstanding - Basic	149,179		148,050		148,774		147,783
Diluted	Diluted	$	(2.09)	$	0.02	$	(2.33)	$	(1.85)	Diluted	$	(5.93)	$	0.10	$	(7.44)	$	(0.23)
Weighted average common shares outstanding - Diluted	Weighted average common shares outstanding - Diluted	148,299		150,397		147,957		146,591		Weighted average common shares outstanding - Diluted	149,179		149,131		148,774		147,783

See Notes to Consolidated Financial Statements

IHEARTMEDIA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

(UNAUDITED)


(In thousands, except share data)	(In thousands, except share data)								Controlling Interest																				(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						Common Shares(1)					Non- controlling Interest				Common Stock					Additional Paid-in Capital				Accumulated Deficit				Accumulated Other Comprehensive Loss				Treasury Stock
		Class A Shares	Class B Shares	Special Warrants													Total						Class A Shares				Class B Shares				Special Warrants										Total
Balances at June 30, 2022		122,068,221	21,391,972	5,293,055			$	8,659					$	143			$	2,891,129			$	(1,997,000)				$	(1,154)			$	(8,356)	$	893,421
Balances at March 31, 2023																													Balances at March 31, 2023	122,385,200		21,469,919		5,111,312			$	9,185				$	144			$	2,922,652			$	(2,449,742)			$	(1,377)			$	(8,958)			$	471,904
Net income (loss)	Net income (loss)				587				—		—				(310,363)				—					—			(309,776)		Net income (loss)						1,488				—					—				(884,470)				—				—				(882,982)
Vesting of restricted stock and other	Vesting of restricted stock and other	178,506			—				1		59				—				—					(539)			(479)		Vesting of restricted stock and other	1,538,599					—				1					(1)				—				—				(928)				(928)

Share-based compensation	Share-based compensation				—				—		10,437				—				—					—			10,437		Share-based compensation						—				—					8,947				—				—				—				8,947

Conversion of Special Warrants to Class A or Class B Shares	Conversion of Special Warrants to Class A or Class B Shares	85,141	96,602	(181,743)	—				—		—				—				—					—			—		Conversion of Special Warrants to Class A or Class B Shares	198		59		(257)	—				—					—				—				—				—				—
Conversion of Class B Shares to Class A Shares	Conversion of Class B Shares to Class A Shares	9,218	(9,218)		—				—		—				—				—					—			—		Conversion of Class B Shares to Class A Shares	122,615		(122,615)			—				—					—				—				—				—				—

Other	Other				(187)				—		—				—				—					—			(187)		Other						(322)				—					—				—				—				—				(322)
Other comprehensive loss	Other comprehensive loss				—				—		—				—				(606)					—			(606)		Other comprehensive loss						—				—					—				—				(77)				—				(77)
Balances at September 30, 2022		122,341,086	21,479,356	5,111,312	$	9,059			$	144	$	2,901,625			$	(2,307,363)			$	(1,760)				$	(8,895)		$	592,810
Balances at June 30, 2023																													Balances at June 30, 2023	124,046,612		21,347,363		5,111,055	$	10,351			$	145				$	2,931,598			$	(3,334,212)			$	(1,454)			$	(9,886)			$	(403,458)


(In thousands, except share data)						Controlling Interest
	Common Shares(1)			Non- controlling Interest		Common Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Treasury Stock
	Class A Shares	Class B Shares	Special Warrants													Total
Balances at March 31, 2022	121,402,390	21,430,500	5,293,069	$	8,066	$	143	$	2,882,515	$	(2,011,401)	$	(504)	$	(6,798)	$	872,021
Net income				781		—		—		14,401		—		—		15,182
Vesting of restricted stock and other	627,289			—		—		4		—		—		(1,558)		(1,554)
Share-based compensation				—		—		8,610		—		—		—		8,610

Conversion of Special Warrants to Class A and Class B Shares	14		(14)	—		—		—		—		—		—		—
Conversion of Class B Shares to Class A Shares	38,528	(38,528)		—		—		—		—		—		—		—
Other				(188)		—		—		—		—		—		(188)
Other comprehensive loss				—		—		—		—		(650)		—		(650)
Balances at June 30, 2022	122,068,221	21,391,972	5,293,055	$	8,659	$	143	$	2,891,129	$	(1,997,000)	$	(1,154)	$	(8,356)	$	893,421

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

See Notes to Consolidated Financial Statements

IHEARTMEDIA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

(UNAUDITED)


(In thousands, except share data)	(In thousands, except share data)								Controlling Interest																				(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						Common Shares(1)					Non- controlling Interest				Common Stock					Additional Paid-in Capital				Accumulated Deficit				Accumulated Other Comprehensive Loss				Treasury Stock
		Class A Shares	Class B Shares	Special Warrants													Total						Class A Shares				Class B Shares				Special Warrants										Total
Balances at June 30, 2021		118,261,575	23,636,512	5,365,128			$	7,968					$	142			$	2,863,657			$	(2,077,629)				$	(62)			$	(5,231)	$	788,845
Net income					493				—		—				3,180				—					—			3,673
Balances at December 31, 2022																													Balances at December 31, 2022	122,370,425		21,477,181		5,111,312			$	9,609				$	144			$	2,912,500			$	(2,227,482)			$	(1,331)			$	(8,934)			$	684,506
Net income (loss)																													Net income (loss)						1,385				—					—				(1,106,730)				—				—				(1,105,345)
Vesting of restricted stock and other	Vesting of restricted stock and other	216,707			—				(1)		745				—				—					(916)			(172)		Vesting of restricted stock and other	1,546,112					—				1					(1)				—				—				(952)				(952)
Share-based compensation	Share-based compensation				—				—		5,993				—				—					—			5,993		Share-based compensation						—				—					19,099				—				—				—				19,099

Conversion of Special Warrants to Class A and Class B Shares	Conversion of Special Warrants to Class A and Class B Shares	60,698		(60,698)	—				1		(1)				—				—					—			—		Conversion of Special Warrants to Class A and Class B Shares	198		59		(257)	—				—					—				—				—				—				—
Conversion of Class B Shares to Class A Shares	Conversion of Class B Shares to Class A Shares	1,130,851	(1,130,851)		—				—		—				—				—					—			—		Conversion of Class B Shares to Class A Shares	129,877		(129,877)			—				—					—				—				—				—				—
Other	Other				(187)				—		—				—				—					—			(187)		Other						(643)				—					—				—				—				—				(643)
Other comprehensive loss	Other comprehensive loss				—				—		—				—				(131)					—			(131)		Other comprehensive loss						—				—					—				—				(123)				—				(123)
Balances at September 30, 2021		119,669,831	22,505,661	5,304,430	$	8,274			$	142	$	2,870,394			$	(2,074,449)			$	(193)				$	(6,147)		$	798,021
Balances at June 30, 2023																													Balances at June 30, 2023	124,046,612		21,347,363		5,111,055	$	10,351			$	145				$	2,931,598			$	(3,334,212)			$	(1,454)			$	(9,886)			$	(403,458)


(In thousands, except share data)						Controlling Interest
	Common Shares(1)			Non- controlling Interest		Common Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Treasury Stock
	Class A Shares	Class B Shares	Special Warrants													Total
Balances at December 31, 2021	120,633,937	21,590,192	5,304,430	$	8,410	$	142	$	2,876,571	$	(1,962,819)	$	(257)	$	(6,282)	$	915,765
Net income (loss)				624		—		—		(34,181)		—		—		(33,557)
Vesting of restricted stock and other	1,224,689			—		1		413		—		—		(2,074)		(1,660)
Share-based compensation				—		—		14,145		—		—		—		14,145

Conversion of Special Warrants to Class A and Class B Shares	11,375		(11,375)	—		—		—		—		—		—		—
Conversion of Class B Shares to Class A Shares	198,220	(198,220)		—		—		—		—		—		—		—
Other				(375)		—		—		—		—		—		(375)
Other comprehensive loss				—		—		—		—		(897)		—		(897)
Balances at June 30, 2022	122,068,221	21,391,972	5,293,055	$	8,659	$	143	$	2,891,129	$	(1,997,000)	$	(1,154)	$	(8,356)	$	893,421

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

~~See Notes to Consolidated Financial Statements~~

~~IHEARTMEDIA, INC. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY~~

~~(UNAUDITED)~~

(In thousands, except share data) Controlling Interest
Common Shares(1)
Non-
controlling
Interest Common
Stock Additional
Paid-in
Capital Accumulated
Deficit Accumulated
Other
Comprehensive Loss Treasury
Stock
Class A
Shares Class B
Shares Special Warrants Total
Balances at
December 31, 2021
120,633,937 21,590,192 5,304,430 $ 8,410 $ 142 $ 2,876,571 $ (1,962,819) $ (257) $ (6,282) $ 915,765
Net income (loss) 1,211 — — (344,544) — — (343,333)
Vesting of restricted stock and other 1,403,195 — 2 472 — — (2,613) (2,139)
Share-based compensation — — 24,582 — — — 24,582
Conversion of Special Warrants to Class A or Class B Shares 96,516 96,602 (193,118) — — — — — — —
Conversion of Class B Shares to Class A Shares 207,438 (207,438) — — — — — — —
Other (562) — — — — — (562)
Other comprehensive loss — — — — (1,503) — (1,503)
Balances at
September 30, 2022
122,341,086 21,479,356 5,111,312 $ 9,059 $ 144 $ 2,901,625 $ (2,307,363) $ (1,760) $ (8,895) $ 592,810

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

~~See Notes to Consolidated Financial Statements~~

~~IHEARTMEDIA, INC. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY~~

~~(UNAUDITED)~~

(In thousands, except share data) Controlling Interest
Common Shares(1)
Non- controlling Interest Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Treasury Stock
Class A Shares Class B Shares Special Warrants Total
Balances at
December 31, 2020
64,726,864 6,886,925 74,835,899 $ 8,350 $ 72 $ 2,849,020 $ (1,803,620) $ 194 $ (3,199) $ 1,050,817
Net income (loss) 486 — — (270,829) — — (270,343)
Vesting of restricted stock 1,027,252 — — 3,863 — — (2,948) 915
Share-based compensation — — 17,581 — — — 17,581
Conversion of Special Warrants to Class A and Class B Shares 47,197,139 22,337,312 (69,534,451) — 70 (70) — — — —
Conversion of Class B Shares to Class A Shares 6,718,576 (6,718,576) — — — — — — —
Other 2,982 (562) — — — — — (562)
Other comprehensive loss — — — — (387) — (387)
Balances at
September 30, 2021
119,669,831 22,505,661 5,304,430 $ 8,274 $ 142 $ 2,870,394 $ (2,074,449) $ (193) $ (6,147) $ 798,021

~~(1) The Company's Preferred Stock is not presented in the data above as there were no shares issued and outstanding in2021 or 2020.~~

See Notes to Consolidated Financial Statements

IHEARTMEDIA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


(In thousands)	(In thousands)	Nine Months Ended September 30,				(In thousands)	Six Months Ended June 30,
		2022		2021			2023		2022
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net loss	Net loss	$	(343,333)	$	(270,343)	Net loss	$	(1,105,345)	$	(33,557)
Reconciling items:	Reconciling items:					Reconciling items:
Impairment charges	Impairment charges	311,329		49,391		Impairment charges	964,517		1,579
Depreciation and amortization	Depreciation and amortization	334,144		343,408		Depreciation and amortization	216,577		224,839
Deferred taxes	Deferred taxes	(31,304)		64,520		Deferred taxes	(58,898)		(60,587)
Provision for doubtful accounts	Provision for doubtful accounts	10,137		2,919		Provision for doubtful accounts	18,565		8,815
Amortization of deferred financing charges and note discounts, net	Amortization of deferred financing charges and note discounts, net	4,589		4,508		Amortization of deferred financing charges and note discounts, net	3,331		2,942

Share-based compensation	Share-based compensation	24,582		17,581		Share-based compensation	19,099		14,145
Loss on disposal of operating and other assets		24,547		22,771
Gain on investments		(4,359)		(39,468)
(Gain) Loss on disposal of operating and other assets						(Gain) Loss on disposal of operating and other assets	(1,216)		15,583
(Gain) Loss on investments						(Gain) Loss on investments	12,543		(7,825)
Equity in loss of nonconsolidated affiliates	Equity in loss of nonconsolidated affiliates	190		1,115		Equity in loss of nonconsolidated affiliates	4		58
(Gain) loss on extinguishment of debt		(15,095)		7,896
Gain on extinguishment of debt						Gain on extinguishment of debt	(27,527)		(8,203)
Barter and trade income	Barter and trade income	(27,174)		(9,418)		Barter and trade income	(11,728)		(12,250)
Other reconciling items, net	Other reconciling items, net	1,504��		764		Other reconciling items, net	199		680
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:	Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:					Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
(Increase) decrease in accounts receivable		38,685		(37,776)
Decrease in accounts receivable						Decrease in accounts receivable	14,061		54,240
Increase in prepaid expenses and other current assets	Increase in prepaid expenses and other current assets	(47,561)		(33,486)		Increase in prepaid expenses and other current assets	(54,641)		(24,996)
Increase in other long-term assets	Increase in other long-term assets	(5,817)		(7,392)		Increase in other long-term assets	(2,447)		(5,371)
Increase (decrease) in accounts payable		(927)		25,673
Increase (decrease) in accrued expenses		(84,308)		48,861
Increase (decrease) in accrued interest		(4,524)		1,766
Decrease in accounts payable						Decrease in accounts payable	(40,518)		(6,963)
Decrease in accrued expenses						Decrease in accrued expenses	(48,809)		(75,154)
Decrease in accrued interest						Decrease in accrued interest	(1,816)		(1,706)
Increase in deferred income	Increase in deferred income	18,392		2,500		Increase in deferred income	35,742		15,261
Increase in other long-term liabilities	Increase in other long-term liabilities	3,002		803		Increase in other long-term liabilities	31,096		2,059
Cash provided by operating activities		206,699		196,593
Cash provided by (used for) operating activities						Cash provided by (used for) operating activities	(37,211)		103,589
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Business combinations		—		(245,462)
Proceeds from sale of other investments		32		50,757

Purchases of property, plant and equipment	Purchases of property, plant and equipment	(112,567)		(101,335)		Purchases of property, plant and equipment	(61,938)		(72,210)
Proceeds from disposal of assets	Proceeds from disposal of assets	34,690		36,330		Proceeds from disposal of assets	6,875		26,754

Change in other, net	Change in other, net	(4,962)		(188)		Change in other, net	(4,197)		(4,201)
Cash used for investing activities	Cash used for investing activities	(82,807)		(259,898)		Cash used for investing activities	(59,260)		(49,657)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:

Payments on long-term debt and credit facilities	Payments on long-term debt and credit facilities	(173,990)		(288,484)		Payments on long-term debt and credit facilities	(73,280)		(105,749)

Change in other, net	Change in other, net	(5,667)		366		Change in other, net	(1,595)		(4,962)
Cash used for financing activities	Cash used for financing activities	(179,657)		(288,118)		Cash used for financing activities	(74,875)		(110,711)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	Effect of exchange rate changes on cash, cash equivalents and restricted cash	(965)		(244)		Effect of exchange rate changes on cash, cash equivalents and restricted cash	10		(519)
Net decrease in cash, cash equivalents and restricted cash	Net decrease in cash, cash equivalents and restricted cash	(56,730)		(351,667)		Net decrease in cash, cash equivalents and restricted cash	(171,336)		(57,298)
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	352,554		721,187		Cash, cash equivalents and restricted cash at beginning of period	336,661		352,554
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	295,824	$	369,520	Cash, cash equivalents and restricted cash at end of period	$	165,325	$	295,256
SUPPLEMENTAL DISCLOSURES:	SUPPLEMENTAL DISCLOSURES:					SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	Cash paid for interest	$	249,910	$	247,513	Cash paid for interest	$	195,482	$	160,003
Cash paid for income taxes	Cash paid for income taxes	12,054		7,900		Cash paid for income taxes	11,000		6,835

See Notes to Consolidated Financial Statements

IHEARTMEDIA, INC. AND SUBSIDIARIES

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 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. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

The ~~Company's~~Company reports based on three reportable ~~segments are:~~segments:

▪the Multiplatform Group, which includes the Company's Broadcast radio, Networks and Sponsorships and Events businesses;

▪the Digital Audio Group, which includes all of the Company's Digital businesses, including Podcasting; and

▪the Audio & Media Services Group, which includes Katz Media Group (“Katz Media”), a full-service media representation business, and RCS Sound Software ("RCS"), a provider of scheduling and broadcast software and services.

The consolidated financial statements include the accounts of the Company and its subsidiaries. Also included in the consolidated financial statements are entities for which the Company has a controlling interest or is the primary beneficiary. Investments in companies which the Company does not control, but exercises significant influence over operating and financial policies of the company are accounted for under the equity method. All significant intercompany transactions are eliminated in the consolidation process.

Economic Conditions

The Company's advertising revenue is ~~highly~~ correlated to changes in gross domestic product (“GDP”) as advertising spending has historically trended in line with GDP. GDP decreased in the first and second quarters of 2022 and increased in the third quarter of 2022 while there was an increase in GDP in each quarter in 2021. The rise ineconomic conditions. Increasing interest rates and ~~historically~~ high inflation have ~~also~~ contributed to a ~~more~~ challenging macroeconomic ~~environment.~~environment since 2022. This challenging environment has led to broader market uncertainty, ~~which impacted 2022 Multiplatform Group~~and has delayed the Company's expected recovery and has had an adverse impact on the Company's revenues ~~particularly during~~and cash flows. The current market uncertainty and macroeconomic conditions, a recession, or a downturn in the ~~third quarter.~~U.S. economy could have a significant impact on the Company's ability to generate revenue.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES Act”) was signed into law. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The Company was able to defer the payment of $29.3 million in certain employment taxes during 2020, half of which was due and paid on January 3, 2022 and the other half ~~will be~~of which was due and paid on January 3, 2023. In addition, the Company claimed $12.4 million in refundable payroll tax credits related to the CARES Act provisions, of which $0.7 million was received in 2020, $3.8 million was received in 2021 and $7.9 million was received in January 2022.

As of ~~September~~June 30, ~~2022,~~2023, the Company had approximately ~~$295.4~~$165.3 million in cash and cash ~~equivalents.~~equivalents, and the $450.0 million senior secured asset-based revolving credit facility entered into on May 17, 2022 (the "ABL Facility") had a borrowing base of $444.5 million, no outstanding borrowings and $24.9 million of outstanding letters of credit, resulting in $419.6 million of borrowing base availability. Together with the Company's cash balance of $165.3 million as of June 30, 2023 and its borrowing capacity under the ABL Facility, the Company's total available liquidity was approximately $585 million. Based on current available liquidity, the Company expects to be able to meet its obligations as they become due over the coming year.

~~Reclassifications~~

~~Certain prior period amounts have been reclassified~~Economic uncertainty due to ~~conform to~~inflation and higher interest rates since 2022 has resulted in, among other things, lower advertising spending by businesses. This economic uncertainty has had an adverse impact on the ~~2022 presentation.~~

Company's revenues and cash flows. In

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

addition, the economic uncertainty has had a significant impact on the trading values of the Company's debt and equity securities for a sustained period, indicating a need for the Company to perform an impairment test as of June 30, 2023 on the goodwill recorded in its reporting units. In connection with testing goodwill for impairment, the Company also tested its indefinite-lived Federal Communication Commission ("FCC") licenses.

The estimated fair values of the Company’s FCC licenses, which have indefinite lives, are based on broadcast industry information, including industry-wide projections. The factors discussed above negatively impacted certain assumptions in the discounted cash flow models used to value the Company's FCC licenses. The Company's June 30, 2023 testing indicated that the fair values of its FCC licenses were below their carrying values, which resulted in a non-cash impairment charge of$363.6 million.

Based on the valuation analysis that the Company performed in connection with the interim goodwill impairment testing as of June 30, 2023, the Company determined that the estimated fair values of three of itsreporting units were below their carrying values, including goodwill, which required the Company to recognize a non-cash impairment charge of $595.5 million to reduce the Company's goodwill balance.

The Company believes it has made reasonable estimates and utilized reasonable assumptions to calculate the fair values of its indefinite-lived FCC licenses and reporting units. It is possible a material change could occur to the estimated fair value of these assets as a result of the uncertainty regarding the magnitude of the impact of current market conditions, as well as the timing of any recovery. If the Company's actual results are not consistent with its estimates, the Company could be exposed to future impairment losses that could be material to its results of operations.

Reclassifications

Certain prior period amounts have been reclassified to conform to the 2023 presentation.

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)	(In thousands)	September 30, 2022		December 31, 2021		(In thousands)	June 30, 2023		December 31, 2022
Cash and cash equivalents	Cash and cash equivalents	$	295,399	$	352,129	Cash and cash equivalents	$	165,325	$	336,236
Restricted cash included in:	Restricted cash included in:					Restricted cash included in:
Other current assets	Other current assets	425		425		Other current assets	—		425

Total cash, cash equivalents and restricted cash in the Statement of Cash Flows	Total cash, cash equivalents and restricted cash in the Statement of Cash Flows	$	295,824	$	352,554	Total cash, cash equivalents and restricted cash in the Statement of Cash Flows	$	165,325	$	336,661

Certain Relationships and Related Party Transactions

From time to time, certain companies in which the Company holds minority equity interests, purchase advertising in the ordinary course. None of these ordinary course transactions have had a material impact on the Company.

New Accounting Pronouncements Recently ~~Adopted~~

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of the Interbank Offered Rate Transition on Financial Reporting to provide optional relief from applying generally accepted accounting principles to contracts, hedging relationships and other transactions affected by reference rate reform. In addition, in January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848) – Scope, to clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The guidance is effective upon issuance and generally can be applied through December 31, 2022. The Company does not expect the adoption of this standard to materially impact the financial position, results of operations or cash flows.

~~New Accounting Pronouncements Not Yet~~ Adopted

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Accounting Standards Codification 606. The ~~amendments~~Company adopted this guidance during the first quarter of ~~ASU 2021-08 are effective for interim and annual periods beginning after December 15, 2022.~~2023. The ~~Company is currently evaluating~~adoption did not have a material impact on the ~~future impact~~Company’s financial position, results of ~~adoption of this standard.~~

operations or cash flows.

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 – REVENUE

Disaggregation of Revenue

The following tables show revenue streams for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021:~~2022:


(In thousands)	(In thousands)	Multiplatform Group		Digital Audio Group		Audio & Media Services Group		Eliminations		Consolidated		(In thousands)	Multiplatform Group		Digital Audio Group		Audio & Media Services Group		Eliminations		Consolidated
Three Months Ended September 30, 2022
Three Months Ended June 30, 2023												Three Months Ended June 30, 2023
Revenue from contracts with customers:	Revenue from contracts with customers:											Revenue from contracts with customers:
Broadcast Radio(1)	Broadcast Radio(1)	$	485,571	$	—	$	—	$	—	$	485,571	Broadcast Radio(1)	$	429,152	$	—	$	—	$	—	$	429,152
Networks(2)	Networks(2)	127,239		—		—		—		127,239		Networks(2)	122,168		—		—		—		122,168
Sponsorship and Events(3)	Sponsorship and Events(3)	42,562		—		—		—		42,562		Sponsorship and Events(3)	38,210		—		—		—		38,210
Digital, excluding Podcast(4)	Digital, excluding Podcast(4)	—		162,700		—		(1,314)		161,386		Digital, excluding Podcast(4)	—		164,147		—		(1,216)		162,931
Podcast(5)	Podcast(5)	—		91,253		—		—		91,253		Podcast(5)	—		96,707		—		—		96,707
Audio & Media Services(6)	Audio & Media Services(6)	—		—		77,794		(1,287)		76,507		Audio & Media Services(6)	—		—		65,804		(1,372)		64,432
Other(7)	Other(7)	4,106		—		—		(112)		3,994		Other(7)	5,585		—		—		—		5,585
Total	Total	659,478		253,953		77,794		(2,713)		988,512		Total	595,115		260,854		65,804		(2,588)		919,185
Revenue from leases(8)	Revenue from leases(8)	418		—		—		—		418		Revenue from leases(8)	829		—		—		—		829
Revenue, total	Revenue, total	$	659,896	$	253,953	$	77,794	$	(2,713)	$	988,930	Revenue, total	$	595,944	$	260,854	$	65,804	$	(2,588)	$	920,014

Three Months Ended September 30, 2021
Three Months Ended June 30, 2022												Three Months Ended June 30, 2022
Revenue from contracts with customers:	Revenue from contracts with customers:											Revenue from contracts with customers:
Broadcast Radio(1)	Broadcast Radio(1)	$	483,456	$	—	$	—	$	—	$	483,456	Broadcast Radio(1)	$	462,547	$	—	$	—	$	—	$	462,547
Networks(2)	Networks(2)	127,920		—		—		—		127,920		Networks(2)	127,532		—		—		—		127,532
Sponsorship and Events(3)	Sponsorship and Events(3)	42,663		—		—		—		42,663		Sponsorship and Events(3)	38,064		—		—		—		38,064
Digital, excluding Podcast(4)	Digital, excluding Podcast(4)	—		141,573		—		(1,475)		140,098		Digital, excluding Podcast(4)	—		166,880		—		(1,376)		165,504
Podcast(5)	Podcast(5)	—		64,196		—		—		64,196		Podcast(5)	—		85,681		—		—		85,681
Audio & Media Services(6)	Audio & Media Services(6)	—		—		66,078		(1,188)		64,890		Audio & Media Services(6)	—		—		71,065		(1,378)		69,687
Other(7)	Other(7)	4,636		—		—		(112)		4,524		Other(7)	4,792		—		—		(167)		4,625
Total	Total	658,675		205,769		66,078		(2,775)		927,747		Total	632,935		252,561		71,065		(2,921)		953,640
Revenue from leases(8)	Revenue from leases(8)	304		—		—		—		304		Revenue from leases(8)	365								365
Revenue, total	Revenue, total	$	658,979	$	205,769	$	66,078	$	(2,775)	$	928,051	Revenue, total	$	633,300	$	252,561	$	71,065	$	(2,921)	$	954,005

108

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


(In thousands)	(In thousands)	Multiplatform Group		Digital Audio Group		Audio & Media Services Group		Eliminations		Consolidated		(In thousands)	Multiplatform Group		Digital Audio Group		Audio & Media Services Group		Eliminations		Consolidated
Nine Months Ended September 30, 2022
Six Months Ended June 30, 2023												Six Months Ended June 30, 2023
Revenue from contracts with customers:	Revenue from contracts with customers:											Revenue from contracts with customers:
Broadcast Radio(1)	Broadcast Radio(1)	$	1,365,356	$	—	$	—	$	—	$	1,365,356	Broadcast Radio(1)	$	812,390	$	—	$	—	$	—	$	812,390
Networks(2)	Networks(2)	372,329		—		—		—		372,329		Networks(2)	230,122		—		—		—		230,122
Sponsorship and Events(3)	Sponsorship and Events(3)	114,226		—		—		—		114,226		Sponsorship and Events(3)	70,797		—		—		—		70,797
Digital, excluding Podcast(4)	Digital, excluding Podcast(4)	—		475,254		—		(3,959)		471,295		Digital, excluding Podcast(4)	—		310,732		—		(2,405)		308,327
Podcast(5)	Podcast(5)	—		245,479		—		—		245,479		Podcast(5)	—		173,518		—		—		173,518
Audio & Media Services(6)	Audio & Media Services(6)	—		—		209,716		(4,006)		205,710		Audio & Media Services(6)	—		—		127,155		(2,704)		124,451
Other(7)	Other(7)	11,372		—		—		(447)		10,925		Other(7)	10,509		—		—		—		10,509
Total	Total	1,863,283		720,733		209,716		(8,412)		2,785,320		Total	1,123,818		484,250		127,155		(5,109)		1,730,114
Revenue from leases(8)	Revenue from leases(8)	1,073		—		—		—		1,073		Revenue from leases(8)	1,139		—		—		—		1,139
Revenue, total	Revenue, total	$	1,864,356	$	720,733	$	209,716	$	(8,412)	$	2,786,393	Revenue, total	$	1,124,957	$	484,250	$	127,155	$	(5,109)	$	1,731,253

Nine Months Ended September 30, 2021
Six Months Ended June 30, 2022												Six Months Ended June 30, 2022
Revenue from contracts with customers:	Revenue from contracts with customers:											Revenue from contracts with customers:
Broadcast Radio(1)	Broadcast Radio(1)	$	1,293,134	$	—	$	—	$	—	$	1,293,134	Broadcast Radio(1)	$	877,789	$	—	$	—	$	—	$	877,789
Networks(2)	Networks(2)	366,592		—		—		—		366,592		Networks(2)	245,090		—		—		—		245,090
Sponsorship and Events(3)	Sponsorship and Events(3)	93,641		—		—		—		93,641		Sponsorship and Events(3)	71,665		—		—		—		71,665
Digital, excluding Podcast(4)	Digital, excluding Podcast(4)	—		405,276		—		(4,547)		400,729		Digital, excluding Podcast(4)	—		312,555		—		(2,645)		309,910
Podcast(5)	Podcast(5)	—		155,976		—		—		155,976		Podcast(5)	—		154,225		—		—		154,225
Audio & Media Services(6)	Audio & Media Services(6)	—		—		182,390		(5,053)		177,337		Audio & Media Services(6)	—		—		131,922		(2,719)		129,203
Other(7)	Other(7)	8,226		—		—		(447)		7,779		Other(7)	9,261		—		—		(335)		8,926
Total	Total	1,761,593		561,252		182,390		(10,047)		2,495,188		Total	1,203,805		466,780		131,922		(5,699)		1,796,808
Revenue from leases(8)	Revenue from leases(8)	1,133		—		—		—		1,133		Revenue from leases(8)	655		—		—		—		655
Revenue, total	Revenue, total	$	1,762,726	$	561,252	$	182,390	$	(10,047)	$	2,496,321	Revenue, total	$	1,204,460	$	466,780	$	131,922	$	(5,699)	$	1,797,463

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

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

(3)Sponsorship and events revenue is generated through local events and major nationally-recognized tent pole events and include sponsorship and other advertising revenue, ticket sales, and licensing, as well as endorsement and appearance fees generated by on-air talent.

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

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

(6)Audio & Media Services revenue is generated by services provided to broadcast industry participants through the Company’s Katz Media and RCS businesses. As a media representation firm, Katz Media generates revenue via commissions on media sold on behalf of the radio and television stations that it represents, while RCS generates revenue by providing broadcast software and media streaming, along with research services for radio stations, broadcast television stations, cable channels, record labels, ad agencies and Internet stations worldwide.

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

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

119

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Trade and Barter

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	(In thousands)	2022		2021		2022		2021		(In thousands)	2023		2022		2023		2022
Trade and barter revenues	Trade and barter revenues	$	72,160	$	49,200	$	157,751	$	127,654	Trade and barter revenues	$	53,235	$	32,993	$	98,264	$	73,341
Trade and barter expenses	Trade and barter expenses	38,001		33,955		113,752		101,998		Trade and barter expenses	31,521		29,336		78,907		75,751

~~Trade~~In addition to the trade and barter revenue ~~includes $14.9~~in the table above, the Company recognized $3.7 million and ~~$4.9~~$5.2 million during the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and ~~$27.2~~$11.7 million and ~~$9.4~~$12.3 million during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, in connection with investments made in companies in exchange for advertising services.

The following tables show the Company’s deferred revenue balance from contracts with customers:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	(In thousands)	2022		2021		2022		2021		(In thousands)	2023		2022		2023		2022

Deferred revenue from contracts with customers:	Deferred revenue from contracts with customers:									Deferred revenue from contracts with customers:
Beginning balance(1)	Beginning balance(1)	$	189,679	$	149,731	$	161,114	$	145,493	Beginning balance(1)	$	170,681	$	184,056	$	157,910	$	161,114

Revenue recognized, included in beginning balance	Revenue recognized, included in beginning balance	(76,172)		(52,406)		(111,443)		(84,375)		Revenue recognized, included in beginning balance	(57,532)		(61,973)		(83,307)		(90,406)
Additions, net of revenue recognized during period, and other	Additions, net of revenue recognized during period, and other	64,879		56,799		128,715		93,006		Additions, net of revenue recognized during period, and other	71,678		67,596		110,224		118,971
Ending balance	Ending balance	$	178,386	$	154,124	$	178,386	$	154,124	Ending balance	$	184,827	$	189,679	$	184,827	$	189,679

(1) Deferred revenue from contracts with customers, which excludes other sources of deferred revenue that are not related to contracts with customers, is included within deferred revenue and other long-term liabilities on the Consolidated Balance Sheets, depending upon when revenue is expected to be recognized.

The Company’s contracts with customers generally have terms of one year or less; however, as of ~~September~~June 30, ~~2022,~~2023, the Company expects to recognize ~~$387.2~~$317.8 million of revenue in future periods for remaining performance obligations from current contracts with customers that have an original expected duration greater than one year, with substantially all of this amount to be recognized over the next five years. Commissions related to the Company’s media representation business have been excluded from this amount as they are contingent upon future sales.

1210

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Revenue from Leases

As of ~~September~~June 30, ~~2022,~~2023, the future lease payments to be received by the Company are as follows:


(In thousands)	(In thousands)			(In thousands)

2022		$	277
2023	2023	837		2023	$	410
2024	2024	590		2024	474
2025	2025	405		2025	264
2026	2026	321		2026	140
2027				2027	81
Thereafter	Thereafter	1,526		Thereafter	96
Total	Total	$	3,956	Total	$	1,465

NOTE 3 – 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. Arrangements to lease building space consist primarily of the rental of office space, but may also include leases of other equipment, including automobiles and copiers. Operating leases are reflected on the Company's balance sheet within Operating lease right-of-use assets ("ROU assets") and the related short-term and long-term liabilities are included within Current and Noncurrent operating lease liabilities, respectively.

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

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

The Company tests for impairment of assets whenever events and circumstances indicate that such assets might be impaired. During the ~~nine~~three and six months ended ~~September~~June 30, ~~2022,~~2023, the Company recognized non-cash impairment charges of ~~$8.5~~$1.5 million and $5.5 million, respectively, due to changes in sublease assumptions for ROU assets related to ~~ROU assets and $0.7 million related to leasehold improvements as a result of~~certain operating leases for which management has made proactive decisions ~~by management~~ to abandon and sublease ~~a number of operating leases~~ in connection with strategic actions to streamline the Company’s real estate ~~footprint as part of the Company’s modernization initiatives.~~footprint. During the ~~nine~~three and six months ended ~~September~~June 30, ~~2021,~~2023, there were no non-cash impairment charges related to leasehold improvements.

During the three months ended June 30, 2022, the Company recognized non-cash impairment charges of ~~$49.4~~$0.3 million, including ~~$38.0~~$0.2 million related to ROU assets and ~~$11.4~~$0.1 million related to leasehold ~~improvements also as a result~~improvements. During the six months ended June 30, 2022, the Company recognized non-cash impairment charges of $1.6 million, including $1.4 million related to ROU assets, and $0.2 million related to leasehold improvements. These charges were primarily to streamline the ~~proactive decisions by management discussed above.~~Company's real estate footprint.

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."

1311

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following table provides supplemental cash flow information related to leases for the periods presented:

Nine Months Ended September 30,
(In thousands) 2022 2021
Cash paid for amounts included in measurement of operating lease liabilities $ 109,158 $ 100,815
Lease liabilities arising from obtaining right-of-use assets(1)
153,866 35,317


	Six Months Ended June 30,
(In thousands)	2023		2022
Cash paid for amounts included in measurement of operating lease liabilities	$	67,329	$	76,153
Lease liabilities arising from obtaining right-of-use assets(1)	7,280		135,128

(1) Lease liabilities from obtaining right-of-use assets include new leases entered into during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

The Company reflects changes in the lease liability and changes in the ROU asset on a net basis in the Statements of Cash Flows. The ~~non-cash~~ operating lease expense was ~~$65.6~~$34.5 million and ~~$75.8~~$43.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~September 30, 2021,~~2022, respectively.

NOTE 4– PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND GOODWILL

Property, Plant and Equipment

The Company’s property, plant and equipment consisted of the following classes of assets as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively:


(In thousands)	(In thousands)	September 30, 2022		December 31, 2021		(In thousands)	June 30, 2023		December 31, 2022
Land, buildings and improvements	Land, buildings and improvements	$	310,507	$	355,474	Land, buildings and improvements	$	352,112	$	340,692
Towers, transmitters and studio equipment	Towers, transmitters and studio equipment	201,334		180,571		Towers, transmitters and studio equipment	226,491		215,655
Computer equipment and software	Computer equipment and software	564,190		521,872		Computer equipment and software	641,133		617,794
Furniture and other equipment	Furniture and other equipment	39,472		35,390		Furniture and other equipment	42,350		41,924
Construction in progress	Construction in progress	80,454		64,732		Construction in progress	27,277		29,091
		1,195,957		1,158,039			1,289,363		1,245,156
Less: accumulated depreciation	Less: accumulated depreciation	503,636		375,946		Less: accumulated depreciation	639,676		550,314
Property, plant and equipment, net	Property, plant and equipment, net	$	692,321	$	782,093	Property, plant and equipment, net	$	649,687	$	694,842

Indefinite-lived Intangible Assets

The Company’s indefinite-lived intangible assets primarily consist of Federal Communications Commission ("FCC") broadcast licenses in its Multiplatform Group segment.

The Company performs its annual impairment test on ~~our~~ goodwill and indefinite-lived ~~Federal Communication Commission ("FCC")~~intangible assets, including FCC licenses, as of July 1 of each year. ~~The current macroeconomic conditions have led~~In addition, the Company tests for impairment of other intangible assets whenever events and circumstances indicate that such assets might be impaired.

As discussed in Note 1, Basis of Presentation, economic uncertainty due to ~~uncertainty, resulting in slowing broadcast revenue growth and declines in margins as~~ inflation and higher interest rates ~~continue to rise. These factors have negatively~~since 2022 has resulted in, among other things, lower advertising spending by businesses. This economic uncertainty has had an adverse impact on the Company's revenues and cash flows. In addition, the economic uncertainty has had a significant impact on the trading values of the Company's debt and equity securities for a sustained period. As a result, the Company performed an impairment test as of June 30, 2023 on its goodwill balances. In connection with its goodwill impairment testing, the Company also performed an interim impairment test on its indefinite-lived FCC licenses.

The uncertainty surrounding the demand for advertising impacted the key industry assumptions used in the ~~discounted cash flow~~ models that are utilized to value the Company's FCC ~~licenses and goodwill, particularly the discount rates used in estimating fair values. This has resulted in~~licenses. As a ~~significant decrease in~~result, the fair values of certain of the Company's FCC licenses ~~and reporting units.~~have decreased.

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The Company's FCC licenses are valued using a direct valuation approach, with the key assumptions being market revenue growth rates, profit margin, and the risk-adjusted discount rate as well as other assumptions including market share, duration and profile of the build-up period, ~~and~~ estimated start-up costs, and capital ~~costs.~~expenditures. This data is populated using industry normalized information representing an average asset within a market. The Company obtained the most recent broadcast radio industry revenue projections ~~which it considered along with~~for use in the valuation model, as well as various other sources ofto analyze media and broadcast industry market forecasts and other data in developing the assumptions used for purposes of performing impairment testing on ~~its~~the Company's FCC licenses as of ~~July 1, 2022.~~June 30, 2023.

~~IHEARTMEDIA, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

Considerations in developing these assumptions included the ~~extent of~~expected impact on advertising revenues given the ~~economic downturn,~~current market uncertainty, ranges of expected timing of recovery, discount rates and other factors. Based on the Company's interim testing, the estimated fair ~~value~~values of ~~the~~its FCC licenses ~~was~~were below their carrying values. As a result, the Company recognized a non-cash impairment charge of ~~$302.1~~$363.6 millionon its FCC licenses.

Other Intangible Assets

Other intangible assets consists of definite-lived intangible assets, which primarily include customer and advertiser relationships, talent and representation contracts, trademarks and tradenames and other contractual rights, all of which are amortized over the shorter of either the respective lives of the agreements or over the period of time that the assets are expected to contribute directly or indirectly to the Company’s future cash flows. The Company periodically reviews the appropriateness of the amortization periods related to its definite-lived intangible assets. These assets are recorded at amortized cost.

The Company tests for possible impairment of other intangible assets whenever events and circumstances indicate that they might be impaired. When specific assets are determined to be unrecoverable, the cost basis of the asset is reduced to reflect the current fair market value.

In connection with its impairment testing, the Company also assessed its other intangible assets. Based on the Company’s assessment, no impairment indicators were identified related to the definite-lived intangible assets.

The following table presents the gross carrying amount and accumulated amortization for each major class of other intangible assets as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively:


(In thousands)	(In thousands)	September 30, 2022				December 31, 2021				(In thousands)	June 30, 2023				December 31, 2022
		Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Customer / advertiser relationships	Customer / advertiser relationships	$	1,646,402	$	(589,168)	$	1,646,402	$	(459,620)	Customer / advertiser relationships	$	1,652,455	$	(716,983)	$	1,652,455	$	(633,352)
Talent and other contracts	Talent and other contracts	338,900		(149,728)		338,900		(117,337)		Talent and other contracts	338,900		(182,043)		338,900		(160,500)
Trademarks and tradenames	Trademarks and tradenames	335,862		(113,866)		335,862		(88,252)		Trademarks and tradenames	335,862		(139,479)		335,862		(122,403)

Other	Other	18,443		(9,503)		17,794		(7,149)		Other	18,443		(11,056)		18,443		(9,735)
Total	Total	$	2,339,607	$	(862,265)	$	2,338,958	$	(672,358)	Total	$	2,345,660	$	(1,049,561)	$	2,345,660	$	(925,990)

Total amortization expense related to definite-lived intangible assets for the Company for the three months ended ~~September~~June 30, 2023 and 2022 ~~and 2021~~ was ~~$63.4~~$61.8 million and ~~$64.3~~$63.4 million, respectively. Total amortization expense related to definite-lived intangible assets for the Company for the ~~nine~~six months ended ~~September~~June 30, 2023 and 2022 ~~and 2021~~ was ~~$189.9~~$123.6 million and ~~$218.0~~$126.5 million, respectively.

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

As acquisitions and dispositions occur in the future, amortization expense may vary. The following table presents the Company’s estimate of amortization expense for each of the five succeeding fiscal years for definite-lived intangible assets:


(In thousands)	(In thousands)			(In thousands)
2023		$	244,387
2024	2024	243,194		2024	$	244,707
2025	2025	212,001		2025	213,514
2026	2026	200,251		2026	201,512
2027	2027	176,171		2027	176,171
2028				2028	160,395

~~IHEARTMEDIA, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

Goodwill

The following table presents the changes in the carrying amount of goodwill:

(In thousands) Multiplatform Group Digital Audio Group Audio & Media Services Group Consolidated
Balance as of January 1, 2021 $ 1,462,217 $ 579,319 $ 104,399 $ 2,145,935
Acquisitions 1,267 168,031 — 169,298
Dispositions (1,446) — — (1,446)
Foreign currency — — (206) (206)
Balance as of December 31, 2021 $ 1,462,038 $ 747,350 $ 104,193 $ 2,313,581
Dispositions (16) — — (16)
Foreign currency — — (383) (383)
Balance as of September 30, 2022 $ 1,462,022 $ 747,350 $ 103,810 $ 2,313,182


(In thousands)	Multiplatform Group		Digital Audio Group		Audio & Media Services Group		Consolidated
Balance as of January 1, 2023(1)	$	1,462,022	$	747,350	$	104,031	$	2,313,403
Impairment	$	(121,563)	$	(439,383)	$	(34,515)	(595,461)
Acquisitions	—		3,375		—		3,375

Foreign currency	—		43		50		93


Balance as of June 30, 2023	$	1,340,459	$	311,385	$	69,566	$	1,721,410

(1) Beginning goodwill balance is presented net of prior accumulated impairment losses of $1.2 billion related to the Multiplatform Group segment. Refer to the table above for impairments recorded in 2023.

Goodwill Impairment ~~Testing~~

At least annually, the Company performs its impairment test for each reporting unit’s goodwill. The Company also tests goodwill at interim dates if events or changes in circumstances indicate that goodwill might be impaired.

As discussed above, economic uncertainty has had a significant impact on the Company's revenue and cash flows, as well as the trading values of the Company's debt and equity securities for a sustained period. As a result, the Company performed an impairment test as of June 30, 2023 on its goodwill. The uncertainty surrounding the demand for advertising impacted the key assumptions used in the models which are utilized to value the Company's goodwill.

The goodwill impairment test requires measurement of the fair ~~values~~value of the Company's reporting units, ~~were reevaluated as of July 1, 2022 as part of~~which is compared to the ~~Company's annual impairment assessment and no goodwill impairment was recorded as the estimated fair values~~carrying value of the reporting units, ~~exceeded the carrying values of the reporting units’ net assets, including goodwill.~~

The Company's annual impairment testing resulted in a significant decrease in the fair values of its reporting units. However, the decrease in fair values did not result in carrying amounts exceeding fair values of the Company's reporting units, accordingly, the annual impairment test did not result in any impairment of the Company's goodwill balance. The goodwill impairment test requires the Company to measure the fair value of our reporting units and compare the estimated fair value to the carrying value, including goodwill. Each of the Company's reporting units is valued using a discounted cash flow model which requires estimating future cash flows expected to be generated from the reporting unit, discounted to their present value using a risk-adjusted discount rate. Terminal values were also estimated and discounted to their present value. Assessing the recoverability of goodwill requires the Company to make estimates and assumptions about sales, operating margins, growth rates and discount rates based on ~~our~~the Company's budgets, business plans, economic projections, anticipated future cash flows and marketplace data. There are inherent uncertainties related to these factors and in management’s judgment in applying these factors. ~~As with~~The economic environment resulting from inflation, higher interest rates, and the ~~impairment testing performed on the Company's FCC licenses described above, the deterioration in market conditions and~~related uncertainty in the markets impacted the trading values of the Company's debt and equity securities and certain assumptions used to estimate the ~~discounted future cash flows~~fair values of ~~our~~the Company's reporting units for purposes of performing the interim goodwill impairment test. Based on the Company's valuation analysis, it determined that the estimated fair values of three of its reporting units were below their carrying value, including goodwill, which required the Company to recognize a non-cash impairment charge of $595.5 million to reduce its goodwill balance.

While the Company believes it has made reasonable estimates and utilized reasonable assumptions to calculate the fair values of its other intangible assets, indefinite-lived FCC licenses and reporting units, it is possible a material change could occur to the estimated fair value of these assets as a result of the uncertainty regarding the magnitude of the impact of current market

1614

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

conditions, as well as the timing of any recovery. If the Company's actual results are not consistent with its estimates, the Company could be exposed to future impairment losses that could be material to its results of operations.

NOTE 5 – LONG-TERM DEBT

Long-term debt outstanding for the Company as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 consisted of the following:


(In thousands)	(In thousands)	September 30, 2022		December 31, 2021		(In thousands)	June 30, 2023		December 31, 2022
Term Loan Facility due 2026	Term Loan Facility due 2026	$	1,864,032	$	1,864,032	Term Loan Facility due 2026	$	1,864,032	$	1,864,032
Incremental Term Loan Facility due 2026	Incremental Term Loan Facility due 2026	401,220		401,220		Incremental Term Loan Facility due 2026	401,220		401,220
Asset-based Revolving Credit Facility due 2023(1)		—		—
Asset-based Revolving Credit Facility due 2027(1)(2)		—		—
Asset-based Revolving Credit Facility due 2027(1)						Asset-based Revolving Credit Facility due 2027(1)	—		—
6.375% Senior Secured Notes due 2026	6.375% Senior Secured Notes due 2026	800,000		800,000		6.375% Senior Secured Notes due 2026	800,000		800,000
5.25% Senior Secured Notes due 2027	5.25% Senior Secured Notes due 2027	750,000		750,000		5.25% Senior Secured Notes due 2027	750,000		750,000
4.75% Senior Secured Notes due 2028	4.75% Senior Secured Notes due 2028	500,000		500,000		4.75% Senior Secured Notes due 2028	500,000		500,000
Other secured subsidiary debt(3)		4,414		5,350
Other secured subsidiary debt(2)						Other secured subsidiary debt(2)	3,618		4,462
Total consolidated secured debt	Total consolidated secured debt	4,319,666		4,320,602		Total consolidated secured debt	4,318,870		4,319,714

8.375% Senior Unsecured Notes due 2027(4)		1,261,451		1,450,000
8.375% Senior Unsecured Notes due 2027(3)						8.375% Senior Unsecured Notes due 2027(3)	1,020,457		1,120,366
Other unsecured subsidiary debt	Other unsecured subsidiary debt	53		90		Other unsecured subsidiary debt	—		52
Original issue discount	Original issue discount	(11,302)		(13,454)		Original issue discount	(9,080)		(10,569)
Long-term debt fees	Long-term debt fees	(16,154)		(18,370)		Long-term debt fees	(13,852)		(15,396)
Total debt	Total debt	5,553,714		5,738,868		Total debt	5,316,395		5,414,167
Less: Current portion	Less: Current portion	665		673		Less: Current portion	440		664
Total long-term debt	Total long-term debt	$	5,553,049	$	5,738,195	Total long-term debt	$	5,315,955	$	5,413,503

(1)On May 17, 2022, we entered into a $450.0 million New ABL Facility, maturing in 2027, which refinanced and replaced in its entirety the Existing ABL Facility. Refer to the 'Asset-based Revolving Credit Facility due 2027' section below for more information.

~~(2)~~As of ~~September~~June 30, ~~2022,~~2023, the ~~New~~ ABL Facility had a ~~facility size~~borrowing base of ~~$450.0~~$444.5 million, no outstanding borrowings and ~~$27.0~~$24.9 million of outstanding letters of credit, resulting in ~~$423.0~~$419.6 million of borrowing base availability.

~~(3)~~(2)Other secured subsidiary debt consists of finance lease obligations maturing at various dates from ~~2023~~2024 through 2045.

~~(4)~~(3)During the three months ended ~~September~~June 30, ~~2022, we~~2023, the Company repurchased ~~$75.0~~$79.9 million aggregate principal amount of iHeartCommunications Inc.'s 8.375% Senior Unsecured Notes due 2027 for ~~$68.1~~$57.0 million in cash, excluding accrued interest, via open market transactions. The repurchased notes were subsequently cancelled and retired, resulting in a gain on extinguishment of debt of ~~$6.9~~$22.9 million. During the ~~nine~~six months ended ~~September~~June 30, ~~2022, we~~2023, the Company repurchased ~~$188.5~~$99.9 million aggregate principal amount of iHeartCommunications Inc.'s 8.375% Senior Unsecured Notes due 2027 for ~~$173.4~~$72.4 million in cash, excluding accrued interest, via open market transactions. The repurchased notes were subsequently cancelled and retired, resulting in a gain on extinguishment of debt of ~~$15.1~~$27.5 million. During the three and six months ended, June 30, 2022, the Company repurchased $113.5 million aggregate principal amount of iHeartCommunications Inc.'s 8.375% Senior Unsecured Notes due 2027 for $105.3 million in cash, excluding accrued interest, via open market transactions. The repurchased notes were subsequently cancelled and retired, resulting in a gain on extinguishment of debt of $8.2 million.

The Company’s weighted average interest rate was ~~6.4%~~7.2% and ~~5.4%~~6.9% as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. The aggregate market value of the Company’s debt based on market prices for which quotes were available was approximately ~~$5.0~~$4.2 billion and ~~$5.9~~$4.8 billion as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. Under the fair value hierarchy established by ASC 820-10-35, the market value of the Company’s debt is classified as either Level 1 or Level 2.

~~Asset-based Revolving Credit~~On June 15, 2023, iHeartCommunications, Inc. ("iHeartCommunications") entered into an amendment to the credit agreement governing its term loan credit facilities (the "Term Loan Facility"). The amendment replaces the prior Eurocurrency interest rate, based upon LIBOR, with the Secured Overnight Financing Rate (“SOFR”) successor rate plus a SOFR adjustment as specified in the credit agreement. The Term Loan Facility margins remain the same with the Term Loan Facility due ~~2027~~

~~On May 17, 2022, iHeartCommunications, Inc.~~2026 containing margins of 3.00% for Term SOFR Loans (as defined in the credit agreement) and 2.00% for Base Rate Loans (as defined in the credit agreement), ~~as borrower, entered into~~and the incremental Term Loan Facility due 2026 containing margins of 3.25% for Term SOFR Loans with a ~~Credit Agreement (the “New ABL Credit Agreement”)~~floor of 0.50% and 2.25% for Base Rate Loans with ~~iHeartMedia Capital I, LLC, the direct parent~~a floor of iHeartCommunications, Inc., as parent guarantor, certain subsidiaries of iHeartCommunications, Inc. party thereto, Bank of America, N.A., as administrative and collateral agent, and each other lender party thereto from time to time, governing a new $450.0 million New ABL Facility, maturing in 2027, which refinanced and replaced in its entirety the Existing ABL Facility. The New ABL Facility includes a letter of credit sub-facility and a swingline loan sub-facility.

1.50%.

1715

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

~~Size and Availability~~

The New ABL Facility provides for a senior secured asset-based revolving credit facility in the aggregate principal amount of up to $450.0 million, with amounts available from time to time (including in respect of letters of credit) equal to the lesser of (A) the borrowing base, which equals the sum of (i) 90.0% of the eligible accounts receivable of iHeartCommunications and the subsidiary guarantors and (ii) 100% of qualified cash, each subject to customary reserves and eligibility criteria, and (B) the aggregate revolving credit commitments. Subject to certain conditions, iHeartCommunications may at any time request one or more increases in the amount of revolving credit commitments, in an amount up to the sum of (x) $150.0 million and (y) the amount by which the borrowing base exceeds the aggregate revolving credit commitments. As of September 30, 2022, the New ABL Facility had a facility size of $450.0 million, no outstanding borrowings and $27.0 million of outstanding letters of credit, resulting in $423.0 million of borrowing base availability.

~~Interest Rate and Fees~~

Borrowings under the New ABL Facility bear interest at a rate per annum equal to the applicable rate plus, at iHeartCommunications’ option, either (1) a base rate, (2) a term secured overnight financing rate ("SOFR") (which includes a credit spread adjustment of 10 basis points) or (3) for certain foreign currencies, a eurocurrency rate. The applicable margin for borrowings under the New ABL Facility range from 1.25% to 1.75% for both eurocurrency and term SOFR borrowings and from 0.25% to 0.75% for base-rate borrowings, in each case, depending on average excess availability under the New ABL Facility based on the most recently ended fiscal quarter.

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

~~Maturity~~

~~Borrowings under the New ABL Facility will mature, and commitments thereunder will terminate, on May 17, 2027.~~

~~Prepayments~~

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

~~Guarantees and Security~~

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

~~Certain Covenants and Events of Default~~

If borrowing availability is less than the greater of (a) $40.0 million and (b) 10% of the aggregate commitments under the New ABL Facility, in each case, for 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 New ABL Facility, in each case, for 20 consecutive calendar days, at which time the Trigger Event shall no longer be deemed to be occurring. As of

~~IHEARTMEDIA, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~September 30, 2022, no Trigger Event had occurred, and iHeartCommunications was not required to comply with this minimum fixed charge coverage ratio.~~

Surety Bonds and Letters of Credit ~~and Guarantees~~

As of ~~September~~June 30, ~~2022,~~2023, the Company and its subsidiaries had outstanding surety bonds and commercial standby letters of credit ~~and bank guarantees~~ of ~~$8.8 million, $27.4~~$8.7 million and ~~$0.2~~$24.9 million, respectively. These surety bonds and letters of credit ~~and bank guarantees~~ relate to various operational matters including insurance, lease and performance bonds as well as other items.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

The Company and its subsidiaries are involved in certain legal proceedings arising in the ordinary course of business and, as required, have accrued an estimate of the probable costs for the resolution of those claims for which the occurrence of loss is probable and the amount can be reasonably estimated. These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. It is possible, however, that future results of operations for any particular period could be materially affected by changes in the Company’s assumptions or the effectiveness of its strategies related to these proceedings. Additionally, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on the Company’s financial condition or results of operations.

Although the Company is involved in a variety of legal proceedings in the ordinary course of business, a large portion of the Company’s litigation arises in the following contexts: commercial/contract disputes; defamation matters; employment and benefits related claims; intellectual property claims; real estate matters; governmental investigations; and tax disputes.

Alien Ownership Restrictions and FCC Declaratory Ruling

The Communications Act and FCC regulation prohibit foreign entities and individuals from having direct or indirect ownership or voting rights of more than 25 percent in a corporation controlling the licensee of a radio broadcast station unless the FCC finds greater foreign ownership to be in the public interest. On November 5, 2020, the FCC issued a declaratory ruling, which permits the Company to be up to 100% foreign owned, subject to certain conditions ~~as described further in Note 8,~~ ~~Stockholders' Equity~~(the "2020 Declaratory Ruling").

NOTE 7 – INCOME TAXES

The Company’s income tax benefit (expense) for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 consisted of the following components:


(In thousands)	(In thousands)	Three Months Ended September 30,				Nine Months Ended September 30,				(In thousands)	Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Current tax benefit (expense)		$	15,871	$	(7,651)	$	(26,289)	$	(12,717)
Current tax expense										Current tax expense	$	(35,161)	$	(38,581)	$	(38,646)	$	(42,160)
Deferred tax benefit (expense)	Deferred tax benefit (expense)	(29,283)		34,798		31,304		(64,520)		Deferred tax benefit (expense)	131,518		36,799		58,898		60,587
Income tax benefit (expense)	Income tax benefit (expense)	$	(13,412)	$	27,147	$	5,015	$	(77,237)	Income tax benefit (expense)	$	96,357	$	(1,782)	$	20,252	$	18,427

The effective tax rates for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 were ~~(4.5)%~~9.8% and ~~1.4%~~1.8%, respectively. The effective tax rates were primarily impacted by the forecasted increase in valuation allowance against certain deferred tax assets, related primarily to disallowed interest expense carryforwards, due to uncertainty regarding the Company’s ability to utilize those assets in future ~~periods.~~periods, as well as to impairment charges to non-deductible goodwill as discussed in Note 4, Property, Plant and Equipment, Intangible Assets and Goodwill. The deferred tax benefit primarily consists of $92.9 million related to the FCC license impairment charges recorded during the period.

The effective tax rates for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 were ~~115.6%~~10.5% and ~~(40.0)%~~35.4%, respectively.The effective tax rates were primarily impacted by the ~~deferred tax expense recorded for the~~forecasted increase in valuation allowance against certain deferred tax assets, ~~for~~related primarily to disallowed interest expense carryforwards and net operating loss carryforwards, due to ~~the~~ uncertainty ofregarding the Company’s ability to utilize those assets in future periods.

1916

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 8 – STOCKHOLDERS' EQUITY (DEFICIT)

Pursuant to the Company's 2019 Equity Incentive Plan (the "2019 Plan"), the Company historically granted restricted stock units and options to purchase shares of the Company's Class A common stock to certain key individuals. On April 21, 2021, ~~our~~the 2021 Long-Term Incentive Award Plan (the “2021 Plan”) was approved by stockholders and replaced the 2019 Plan. Pursuant to ~~our~~the 2021 Plan, wethe Company will continue to grant equity awards covering shares of the Company's Class A common stock to certain key individuals.

Share-based Compensation

Share-based compensation expenses are recorded in Selling, general and administrative expenses and were ~~$10.4~~$9.2 million and ~~$6.0~~$8.6 million for the three months ended June 30, 2023 and 2022, respectively. Share-based compensation expenses were $19.4 million and $14.1 million for the Company for the ~~three~~six months ended ~~September~~June 30, 2023 and 2022, ~~and September 30, 2021,~~ respectively. ~~Share-based compensation expenses were $24.6 million and $17.6 millionfor the~~

The Company ~~for the nine months ended September 30, 2022 and September 30, 2021, respectively.~~

~~In August 2020, the Company issued performance-based~~periodically issues restricted stock units ("RSUs") and performance-based RSUs ("Performance RSUs") to certain key employees. ~~Such~~The RSUs vest solely due to continued service over time. The Performance RSUs vest upon the achievement of critical operational (cost savings) improvements and specific environmental, social and governance initiatives, which were being measured over an approximately 18-month period from the date of issuance. In the three and nine months ended September 30, 2021, the Company recognized $0.4 million and $1.4 million in relation to these Performance RSUs.

On March 28, 2022, the Company issued performance-based restricted stock units ("Q1 2022 Performance RSUs") to certain key employees. Such Q1 2022 Performance RSUs vest upon the achievement of total stockholder return goals and continued service, which are being measured over an approximately 50-month period from the date of issuance. In the three and nine months ended September 30, 2022, the Company recognized $0.8 million and $1.5 million in relation to these Q1 2022 Performance RSUs.

On May 9, 2022, the Company issued performance-based restricted stock units ("Q2 2022 Performance RSUs") and restricted stock units ("2022 RSUs") to certain key employees. Such Q2 2022 Performance RSUsgenerally vest upon the achievement of certain total stockholder return goals, Adjusted EBITDA goals, Diversity, Equity and Inclusion goals, and continued service. ~~Such 2022 RSUs vest upon continued service. These~~The majority of these awards are being ~~recognized ratably~~measured over aan approximately 3-year period from the date of issuance, while certain Performance RSUs are measured over a 50-month period from the date of issuance. InOn May 18, 2023, the Company issued additional RSUs and Performance RSUs to certain key employees.

The following tables present the Company's total share based compensation expense by award type for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022, the Company recognized $1.3 million~~2023 and ~~$2.0 million in relation to these Q2 2022 Performance RSUs.~~2022:


(In thousands)	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
RSUs	$	5,536	$	4,902	$	11,638	$	8,252
Performance RSUs	2,300		1,500		4,232		1,500
Options	1,376		2,208		3,494		4,393
Total Share Based Compensation Expense	$	9,212	$	8,610	$	19,364	$	14,145

As of ~~September~~June 30, ~~2022,~~2023, there was ~~$54.3~~$42.3 million of unrecognized compensation cost related to unvested share-based compensation arrangements with vesting based solely on service conditions. This cost is expected to be recognized over a weighted average period of approximately ~~3.4~~2.8 years. In addition, as of ~~September~~June 30, ~~2022,~~2023, there were unrecognized compensation costs of ~~$11.0~~$24.6 million for the ~~Q1 2022 Performance RSUs and $13.4 million for the Q2 2022~~ Performance RSUs related to unvested share-based compensation arrangements that will vest based on certain performance and service conditions. These costs will be recognized over a 3-year or 50-month period from the date of ~~issuance for the Q1 2022 Performance RSUs and over the 3-year period from the date of issuance for the Q2 2022 Performance RSUs.~~

~~Common Stock and Special Warrants~~

The Company is authorized to issue 2,100,000,000 shares, consisting of (a) 1,000,000,000 shares of Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”), (b) 1,000,000,000 shares of Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), and (c) 100,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”).

~~IHEARTMEDIA, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~The following table presents the Company's Class A Common Stock, Class B Common Stock and Special Warrants issued as of September 30, 2022:~~

September 30,
2022

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

~~122,341,086~~

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

~~21,479,356~~

~~Special Warrants~~

~~5,111,312~~

~~Total Class A Common Stock, Class B Common Stock and Special Warrants issued~~

~~148,931,754~~

During the three and nine months ended September 30, 2022, stockholders converted 9,218 and 207,438 shares of the Class B common stock into Class A common stock. During the three and nine months ended September 30, 2021, stockholders converted 1,130,851 and 6,718,576 shares of the Class B common stock into Class A common stock.issuance.

Special Warrants

Each Special Warrant issued under the special warrant agreement entered into in connection with the Company's emergence from bankruptcy in 2019 may be exercised by its holder to purchase one share of Class A common stock or Class B common stock at an exercise price of $0.001 per share, unless the Company in its sole discretion believes such exercise would, alone or in combination with any other existing or proposed ownership of common stock, result in, subject to certain exceptions, (a) such exercising holder owning more than 4.99 percent of the Company's outstanding Class A common stock, (b) more than 22.5 percent of the Company's capital stock or voting interests being owned directly or indirectly by foreign individuals or entities, (c) the Company exceeding any other applicable foreign ownership threshold or (d) violation of any provision of the Communications Act or restrictions on ownership or transfer imposed by the Company's certificate of incorporation or the decisions, rules and 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. The Communications Act and FCC regulations prohibit foreign entities or individuals from indirectly (i.e., through a parent company) owning or voting more than 25 percent of a licensee’s equity, unless the FCC determines that greater indirect foreign ownership is in the public interest. As ~~described further~~mentioned in Note 6 above, on November 5, 2020, the FCC issued the 2020 Declaratory Ruling, which permits the Company to be up to 100% foreign owned.

During the three and nine months ended September 30, 2022, stockholders exercised 85,141 and 96,516 Special Warrants for an equivalent number of shares of Class A common stock. There were 96,602 Special Warrants exercised for shares of Class B common stock during the three and nine months ended September 30, 2022. During the three and nine months ended September 30, 2021, stockholders exercised 60,698 and 47,197,139 Special Warrants for an equivalent number of shares of Class A common stock. During the nine months ended September 30, 2021, stockholders exercised 22,337,312 Special Warrants for an equivalent number of shares of Class B common stock.

2117

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

During the three and six months ended June 30, 2023, there were 198 Special Warrants exercised for shares of Class A common stock. During the three and six months ended June 30, 2023, there were 59 Special Warrants exercised for shares of Class B common stock. During the three and six months ended June 30, 2022, stockholders exercised 14 and 11,375 Special Warrants, respectively, for an equivalent number of shares of Class A common stock. During the six months ended June 30, 2022, there were no Special Warrants exercised for shares of Class B common stock.

Computation of Income (Loss) per Share


(In thousands, except per share data)	(In thousands, except per share data)	Three Months Ended September 30,				Nine Months Ended September 30,				(In thousands, except per share data)	Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
NUMERATOR:	NUMERATOR:									NUMERATOR:
Net income (loss) attributable to the Company – common shares	Net income (loss) attributable to the Company – common shares	$	(310,363)	$	3,180	$	(344,544)	$	(270,829)	Net income (loss) attributable to the Company – common shares	$	(884,470)	$	14,401	$	(1,106,730)	$	(34,181)

DENOMINATOR(1):	DENOMINATOR(1):									DENOMINATOR(1):
Weighted average common shares outstanding - basic	Weighted average common shares outstanding - basic	148,299		147,040		147,957		146,591		Weighted average common shares outstanding - basic	149,179		148,050		148,774		147,783
Stock options and restricted stock(2):	Stock options and restricted stock(2):	—		3,357		—		—		Stock options and restricted stock(2):	—		1,081		—		—
Weighted average common shares outstanding - diluted	Weighted average common shares outstanding - diluted	148,299		150,397		147,957		146,591		Weighted average common shares outstanding - diluted	149,179		149,131		148,774		147,783

Net income (loss) attributable to the Company per common share:	Net income (loss) attributable to the Company per common share:									Net income (loss) attributable to the Company per common share:
Basic	Basic	$	(2.09)	$	0.02	$	(2.33)	$	(1.85)	Basic	$	(5.93)	$	0.10	$	(7.44)	$	(0.23)
Diluted	Diluted	$	(2.09)	$	0.02	$	(2.33)	$	(1.85)	Diluted	$	(5.93)	$	0.10	$	(7.44)	$	(0.23)

(1) All of the outstanding Special Warrants are included in both the basic and diluted weighted average common shares outstanding of the Company for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021.~~2022.

(2) Outstanding equity service awards representing ~~11.7~~13.8 million and ~~0.3~~6.2 million shares of Class A common stock of the Company for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and ~~10.8~~$12.7 million and ~~10.6~~$10.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022 respectively, were not included in the computation of diluted earnings per share because to do so would have been antidilutive.

NOTE 9 – SEGMENT DATA

The Company’s primary businesses are included in its Multiplatform Group and Digital Audio Group segments. Revenue and expenses earned and charged between Multiplatform Group, Digital Audio Group, Audio & Media Services Group, and Corporate are eliminated in consolidation. The Multiplatform Group provides media and entertainment services via broadcast delivery and also includes the Company’s events and national syndication businesses. The Digital Audio Group provides media and entertainment services via digital delivery. The Audio & Media Services Group provides other audio and media services, including the Company’s media representation business (Katz Media) and its provider of scheduling and broadcast software (RCS). Corporate includes infrastructure and support, including executive, information technology, human resources, legal, finance and administrative functions for the Company’s businesses. Share-based payments are recorded in Selling, general and administrative expense.

2218

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following tables present the Company's segment results for the Company for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021:~~2022:


		Segments													Segments
(In thousands)	(In thousands)	Multiplatform Group		Digital Audio Group		Audio & Media Services Group		Corporate and other reconciling items		Eliminations		Consolidated		(In thousands)	Multiplatform Group		Digital Audio Group		Audio & Media Services Group		Corporate and other reconciling items		Eliminations		Consolidated
Three Months Ended September 30, 2022
Three Months Ended June 30, 2023														Three Months Ended June 30, 2023
Revenue	Revenue	$	659,896	$	253,953	$	77,794	$	—	$	(2,713)	$	988,930	Revenue	$	595,944	$	260,854	$	65,804	$	—	$	(2,588)	$	920,014

Operating expenses(1)	Operating expenses(1)	452,631		175,636		48,044		63,090		(2,713)		736,688		Operating expenses(1)	433,542		176,272		47,305		74,302		(2,588)		728,833
Segment Adjusted EBITDA(2)	Segment Adjusted EBITDA(2)	$	207,265	$	78,317	$	29,750	$	(63,090)	$	—	$	252,242	Segment Adjusted EBITDA(2)	$	162,402	$	84,582	$	18,499	$	(74,302)	$	—	$	191,181
Depreciation and amortization	Depreciation and amortization											(109,305)		Depreciation and amortization											(108,065)
Impairment charges	Impairment charges											(309,750)		Impairment charges											(960,570)
Other operating expense, net												(9,451)
Other operating income, net														Other operating income, net											261
Restructuring expenses	Restructuring expenses											(24,486)		Restructuring expenses											(10,789)
Share-based compensation expense	Share-based compensation expense											(10,437)		Share-based compensation expense											(9,212)
Operating income												$	(211,187)
Operating loss														Operating loss											$	(897,194)

Intersegment revenues	Intersegment revenues	$	112	$	1,314	$	1,287	$	—	$	—	$	2,713	Intersegment revenues	$	—	$	1,216	$	1,372	$	—	$	—	$	2,588
Capital expenditures	Capital expenditures	31,613		4,808		1,276		2,660		—		40,357		Capital expenditures	14,870		5,502		904		1,497		—		22,773
Share-based compensation expense	Share-based compensation expense	—		—		—		10,437		—		10,437		Share-based compensation expense	—		—		—		9,212		—		9,212


		Segments													Segments
(In thousands)	(In thousands)	Multiplatform Group		Digital Audio Group		Audio & Media Services Group		Corporate and other reconciling items		Eliminations		Consolidated		(In thousands)	Multiplatform Group		Digital Audio Group		Audio & Media Services Group		Corporate and other reconciling items		Eliminations		Consolidated
Three Months Ended September 30, 2021
Three Months Ended June 30, 2022														Three Months Ended June 30, 2022
Revenue	Revenue	$	658,979	$	205,769	$	66,078	$	—	$	(2,775)	$	928,051	Revenue	$	633,300	$	252,561	$	71,065	$	—	$	(2,921)	$	954,005

Operating expenses(1)	Operating expenses(1)	450,549		138,646		43,656		67,762		(2,775)		697,838		Operating expenses(1)	438,804		173,678		48,995		58,264		(2,921)		716,820
Segment Adjusted EBITDA(2)	Segment Adjusted EBITDA(2)	$	208,430	$	67,123	$	22,422	$	(67,762)	$	—	$	230,213	Segment Adjusted EBITDA(2)	$	194,496	$	78,883	$	22,070	$	(58,264)	$	—	$	237,185
Depreciation and amortization	Depreciation and amortization											(108,100)		Depreciation and amortization											(110,788)
Impairment charges	Impairment charges											(11,647)		Impairment charges											(245)
Other operating expense, net	Other operating expense, net											(12,341)		Other operating expense, net											(15,664)
Restructuring expenses	Restructuring expenses											(12,021)		Restructuring expenses											(19,009)
Share-based compensation expense	Share-based compensation expense											(5,993)		Share-based compensation expense											(8,610)
Operating income	Operating income											$	80,111	Operating income											$	82,869

Intersegment revenues	Intersegment revenues	$	112	$	1,475	$	1,188	$	—	$	—	$	2,775	Intersegment revenues	$	167	$	1,376	$	1,378	$	—	$	—	$	2,921
Capital expenditures	Capital expenditures	35,082		6,223		3,967		5,002		—		50,274		Capital expenditures	36,378		5,912		2,423		4,940		—		49,653
Share-based compensation expense	Share-based compensation expense	—		—		—		5,993		—		5,993		Share-based compensation expense	—		—		—		8,610		—		8,610

2319

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


		Segments													Segments
(In thousands)	(In thousands)	Multiplatform Group		Digital Audio Group		Audio & Media Services Group		Corporate and other reconciling items		Eliminations		Consolidated		(In thousands)	Multiplatform Group		Digital Audio Group		Audio & Media Services Group		Corporate and other reconciling items		Eliminations		Consolidated
Nine Months Ended September 30, 2022
Six Months Ended June 30, 2023														Six Months Ended June 30, 2023
Revenue	Revenue	$	1,864,356	$	720,733	$	209,716	$	—	$	(8,412)	$	2,786,393	Revenue	$	1,124,957	$	484,250	$	127,155	$	—	$	(5,109)	$	1,731,253

Operating expenses(1)	Operating expenses(1)	1,328,688		511,025		141,509		178,938		(8,412)		2,151,748		Operating expenses(1)	875,503		345,549		93,312		137,393		(5,109)		1,446,648
Segment Adjusted EBITDA(2)	Segment Adjusted EBITDA(2)	$	535,668	$	209,708	$	68,207	$	(178,938)	$	—	$	634,645	Segment Adjusted EBITDA(2)	$	249,454	$	138,701	$	33,843	$	(137,393)	$	—	$	284,605
Depreciation and amortization	Depreciation and amortization											(334,144)		Depreciation and amortization											(216,577)
Impairment charges	Impairment charges											(311,329)		Impairment charges											(964,517)
Other operating expense, net												(25,985)
Other operating income, net														Other operating income, net											40
Restructuring expenses	Restructuring expenses											(54,588)		Restructuring expenses											(30,243)
Share-based compensation expense	Share-based compensation expense											(24,582)		Share-based compensation expense											(19,364)
Operating income												$	(115,983)
Operating loss														Operating loss											$	(946,056)

Intersegment revenues	Intersegment revenues	$	447	$	3,959	$	4,006	$	—	$	—	$	8,412	Intersegment revenues	$	—	$	2,405	$	2,704	$	—	$	—	$	5,109
Capital expenditures	Capital expenditures	80,329		15,876		5,398		10,964		—		112,567		Capital expenditures	41,294		11,279		4,791		4,574		—		61,938
Share-based compensation expense	Share-based compensation expense	—		—		—		24,582		—		24,582		Share-based compensation expense	—		—		—		19,364		—		19,364


		Segments													Segments
(In thousands)	(In thousands)	Multiplatform Group		Digital Audio Group		Audio & Media Services Group		Corporate and other reconciling items		Eliminations		Consolidated		(In thousands)	Multiplatform Group		Digital Audio Group		Audio & Media Services Group		Corporate and other reconciling items		Eliminations		Consolidated
Nine Months Ended September 30, 2021
Six Months Ended June 30, 2022														Six Months Ended June 30, 2022
Revenue	Revenue	$	1,762,726	$	561,252	$	182,390	$	—	$	(10,047)	$	2,496,321	Revenue	$	1,204,460	$	466,780	$	131,922			$	(5,699)	$	1,797,463

Operating expenses(1)	Operating expenses(1)	1,268,107		399,828		124,148		197,317		(10,047)		1,979,353		Operating expenses(1)	876,057		335,389		93,465		115,848		(5,699)		1,415,060
Segment Adjusted EBITDA(2)	Segment Adjusted EBITDA(2)	$	494,619	$	161,424	$	58,242	$	(197,317)	$	—	$	516,968	Segment Adjusted EBITDA(2)	$	328,403	$	131,391	$	38,457	$	(115,848)	$	—	$	382,403
Depreciation and amortization	Depreciation and amortization											(343,408)		Depreciation and amortization											(224,839)
Impairment charges	Impairment charges											(49,391)		Impairment charges											(1,579)
Other operating expense, net	Other operating expense, net											(27,491)		Other operating expense, net											(16,534)
Restructuring expenses	Restructuring expenses											(47,216)		Restructuring expenses											(30,102)
Share-based compensation expense	Share-based compensation expense											(17,581)		Share-based compensation expense											(14,145)
Operating loss												$	31,881
Operating income														Operating income											$	95,204

Intersegment revenues	Intersegment revenues	$	447	$	4,547	$	5,053	$	—	$	—	$	10,047	Intersegment revenues	$	335	$	2,645	$	2,719	$	—			$	5,699
Capital expenditures	Capital expenditures	66,522		17,934		6,158		10,721		—		101,335		Capital expenditures	48,716		11,068		4,122		8,304				72,210
Share-based compensation expense	Share-based compensation expense	—		—		—		17,581		—		17,581		Share-based compensation expense	—		—		—		14,145				14,145

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

(2)For a definition of Adjusted EBITDA for the consolidated company and a reconciliation to Operating income (loss), the most closely comparable GAAP measure, and to Net ~~income (loss),~~loss, please see "Reconciliation of Operating Income (Loss) to Adjusted EBITDA" and "Reconciliation of Net ~~Income (Loss)~~Loss to EBITDA and Adjusted EBITDA" in Item 2 of this Quarterly Report on Form 10-Q. Beginning on January 1, 2021, Segment Adjusted EBITDA became the segment profitability metric reported to the Company's Chief Operating Decision Maker for purposes of making decisions about allocation of resources to, and assessing performance of, each reportable segment.

2420

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Format of Presentation

Management’s discussion and analysis of financial condition and results of operations (“MD&A”) should be read in conjunction with the consolidated financial statements and related footnotes contained in Part I, Item 1 of this Quarterly Report on Form 10-Q of iHeartMedia, Inc. (the "Company," "iHeartMedia," "we," "our," or "us").

~~Our~~We report based on three reportable ~~segments are:~~segments:

▪the Multiplatform Group, which includes our Broadcast radio, Networks and Sponsorships and Events businesses;

▪the Digital Audio Group, which includes our Digital businesses, including Podcasting; and

▪the Audio & Media Services Group, which includes Katz Media Group (“Katz Media”), our full-service media representation business, and RCS Sound Software ("RCS"), a provider of scheduling and broadcast software and services.

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

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

We ~~operate as~~have transitioned our business from a single platform radio broadcast operator to a company with multiple platforms including ~~radio,~~ digital, podcasting, networks and events, as well as ad technology capabilities. We have also invested in numerous technologies and businesses to increase the competitiveness of our inventory with our advertisers and our audience. We believe the presentation of our results by segment provides ~~additional~~ insight into our broadcast radio business and our ~~fast-growing~~ digital business. We believe that our ability to generate cash flow from operations from our business initiatives and our current cash on hand will provide sufficient resources to fund and operate our business, fund capital expenditures and other obligations and make interest payments on our long-term debt for at least the next twelve months.

Description of our Business

Our strategy centers on delivering entertaining and informative content where our listeners want to find us across our various platforms.

Multiplatform Group

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

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

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

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

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

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

Digital Audio Group

The primary source of revenue in the Digital Audio Group segment is the sale of advertising on ~~the Company’s~~our podcast network, iHeartRadio mobile application and website, and station ~~websites, and podcast network.~~websites. Revenues for digital advertising ~~spots~~ are recognized over time based on impressions delivered or time elapsed, depending upon the terms of the contract. Digital Audio Group’s contracts with advertisers are typically a year or less in duration and are generally billed monthly upon satisfaction of the performance obligations.

Through our Digital Audio Group, we continue to expand the choices for listeners. We derive revenue in this segment by developing and delivering our content and selling advertising across multiple digital distribution channels, including via our iHeartRadio mobile application, our station websites and other digital platforms that reach national, regional and local audiences.

Our strategy has enabled us to extend our leadership in the ~~rapidly~~ growing podcasting sector, and iHeartMedia is the number one podcast publisher in America. Our reach now extends across more than 250 platforms and ~~2,000~~thousands of different connected devices, and our digital business is comprised of streaming, subscription, display advertisements, and other content that is disseminated over digital platforms.

A portion of our Digital Audio Group segment’s expenses vary in connection with changes in revenue. These variable expenses primarily relate to our content costs including profit sharing fees and third-party content costs, as well as sales commissions and bad debt. Certain of our content costs, including digital music performance royalties, vary with the volume of listening hours on our digital platforms.

Audio & Media Services Group

Audio & Media Services Group revenue is generated by services provided to broadcast industry participants through our Katz Media and RCS businesses. As a media representation firm, Katz Media generates revenue via commissions on media sold on behalf of the radio and television stations that it represents, while RCS generates revenue by providing broadcast software and media streaming, along with research services for radio stations, broadcast television stations, cable channels, record labels, ad agencies and Internet stations worldwide.

Economic Conditions

Our advertising revenue is ~~highly~~ correlated to changes in gross domestic product (“GDP”) as advertising spending has historically trended in line with GDP. GDP decreased in the first and second quarters of 2022 and increased in the third quarter of 2022 while there was an increase in GDP in each quarter in 2021. The rise ineconomic conditions. Increasing interest rates and ~~historically~~ high inflation have ~~also~~ contributed to a ~~more~~ challenging macroeconomic ~~environment.~~environment since 2022. This challenging environment has led to broader market uncertainty which has impacted ~~2022 Multiplatform Group~~our revenues ~~particularly during the third quarter. These~~and cash flows. The current market uncertainty and macroeconomic conditions, a recession, or a downturn in the U.S. economy could have a significant impact on ~~the Company’s~~our ability to generate revenue.

Cost Savings Initiatives

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

Impairment Charges

~~We perform~~Economic uncertainty due to inflation and higher interest rates since 2022 has resulted in, among other things, lower advertising spending by businesses. This challenging environment has led to broader market uncertainty, and has delayed our ~~annual impairment test~~expected recovery and has had an adverse impact on our ~~goodwill~~revenue and cash flows. This challenging environment could have a significant impact on our financial results. In addition, the economic uncertainty has had a significant impact on the trading values of our debt and equity securities for a sustained period. As a result, we performed impairment tests as of June 30, 2023 on our indefinite-lived Federal Communication Commission ("FCC") licenses asand goodwill.

The uncertainty surrounding the demand for advertising and the adverse impact on the trading values of ~~July 1 of each year. As discussed above, the current macroeconomic conditions have led to uncertainty, resulting in slowing broadcast revenue growth~~our debt and ~~declines in margins as inflation and interest rates continue to rise. These factors have negatively~~equity securities impacted the key assumptions used in the ~~discounted cash flow~~ models ~~which~~that are utilized to value our FCC licenses and ~~goodwill, particularly the discount rates used in estimating fair values. This has resulted in~~goodwill. As a ~~significant decrease in~~result, the fair values of certain of our FCC licenses and reporting ~~units.~~units have decreased.

Our FCC licenses are valued using a direct valuation approach, with the key assumptions being market revenue growth rates, profit margin, and the risk-adjusted discount rate as well as other assumptions including market share, duration and profile of the build-up period, ~~and~~ estimated start-up costs and capital ~~costs.~~expenditures. This data is populated using industry normalized information representing an average asset within a market. We obtained the most recent broadcast radio industry revenue projections ~~which it considered along with~~for use in our valuation model, as well as various other sources ofto analyze media and broadcast industry market forecasts and other data in developing the assumptions used for purposes of performing impairment testing on our FCC licenses as of ~~July 1, 2022.~~June 30, 2023.

Considerations in developing these assumptions included the ~~extent of~~expected impact on advertising revenues given the ~~economic downturn,~~current market uncertainty, ranges of expected timing of recovery, discount rates and other factors. Based on our interim testing, the estimated fair value of ~~the~~our FCC licenses was below their carrying values. As a result, we recognized a non-cash impairment charge of ~~$302.1~~$363.6 million on our FCC licenses.

The fair values of our reporting units were reevaluated as of July 1, 2022 as part of our annual impairment assessment and no goodwill impairment was recorded as the estimated fair values of our reporting units exceeded the carrying values of the reporting units’ net assets, including goodwill.

As discussed above, our annual impairment testing resulted in a significant decrease in the fair values of our reporting units. However, the decrease in fair values did not result in carrying amounts exceeding fair values of our reporting units, accordingly, the annual impairment test did not result in any impairment of our goodwill balance. The goodwill impairment test requires us to measure the fair value of our reporting units, ~~and compare the estimated fair value~~which is compared to the carrying value of the reporting units, including goodwill. Each of our reporting units is valued using a discounted cash flow model which requires estimating future cash flows expected to be generated from the reporting unit, discounted to their present value using a risk-adjusted discount rate. Terminal values were also estimated and discounted to their present value. Assessing the recoverability of goodwill requires us to make estimates and assumptions about sales, operating margins, growth rates and discount rates based on our budgets, business plans, economic projections, anticipated future cash flows and marketplace data. There are inherent uncertainties related to these factors and in management’s judgment in applying these factors. ~~As with~~The economic environment resulting from inflation, higher interest rates, and the ~~impairment testing we performed on our FCC licenses described above, the deterioration in market conditions and~~related uncertainty in the markets negatively impacted the trading values of our debt and equity securities and also impacted certain assumptions used to estimate the ~~discounted future cash flows~~fair values of our reporting units for purposes of performing the interim goodwill impairment test. Based on our valuation analysis, we determined that the estimated fair values of three of our reporting units were below their carrying values, including goodwill, which required us to recognize a non-cash impairment charge of $595.5 million to reduce our goodwill balance.

While we believe we have made reasonable estimates and utilized reasonable assumptions to calculate the fair values of our long-lived assets, indefinite-lived FCC licenses and reporting units, it is possible a material change could occur to the estimated fair value of these assets as a result of the uncertainty regarding the magnitude of the impact of current ~~economic conditions.~~market conditions, as well as the timing of any recovery. If our actual results are not consistent with our estimates, we could be exposed to future impairment losses that could be material to our results of operations.

As part of our operating-expense-savings initiatives, we have taken proactive steps to streamline our real estate footprint and reduce related lease and operating expenses incurred by the Company. These strategic actions typically result in impairment charges due to the write-down of the affected right-of-use assets and related fixed assets, including leasehold improvements. ~~For the nine months ended September 30, 2022 and 2021, we recognized non-cash impairment charges of $9.2 million and $49.4 million, respectively, as a result of these cost-savings initiatives.~~

2723

Executive Summary

~~Our revenues~~Revenues for the ~~third~~second quarter of ~~2022 increased across~~2023 decreased for our Multiplatform Group segment due to lower spending on radio advertising in connection with the uncertain market conditions, and increased for our Digital Audio Group ~~and Audio & Media Services Group segments as a result of the continued increased demand for digital advertising, including podcasting and political revenue as 2022 is a midterm election year.~~segment.

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

•Consolidated Revenue of ~~$988.9~~$920.0 million ~~increased $60.9~~decreased $34.0 million, or ~~6.6%~~3.6%, during the quarter ended ~~September~~June 30, ~~2022~~2023 compared to Consolidated Revenue of ~~$928.1~~$954.0 million in the prior year's ~~third~~second quarter.

•Revenue and Segment Adjusted EBITDA from our Multiplatform Group ~~increased $0.9~~decreased $37.4 million and ~~decreased $1.2~~$32.1 million compared to the prior year's ~~third~~second quarter, respectively.

•Revenue and Segment Adjusted EBITDA from our Digital Audio Group increased ~~$48.2~~$8.3 million and ~~$11.2~~$5.7 million compared to the prior year's ~~third~~second quarter, respectively.

•Revenue and Segment Adjusted EBITDA from our Audio & Media Services Group ~~increased $11.7~~decreased $5.3 million and ~~$7.3~~$3.6 million compared to the prior year's ~~third~~second quarter, respectively.

•Operating loss of ~~$211.2~~$897.2 million, ~~a decrease of $291.3~~decreased $980.1 million from Operating income of ~~$80.1~~$82.9 million in the prior year’s ~~third~~second quarter mainly due to the ~~$302.1~~non-cash impairment charges of $960.6 million, ~~impairment of FCC licenses.~~primarily related to our goodwill and indefinite-lived intangible assets balances.

•Net loss of ~~$309.8~~$883.0 million, a decrease of ~~$313.5~~$898.2 million from Net income of ~~$3.7~~$15.2 million in the prior year's ~~third quarter.~~second quarter primarily related to the non-cash impairment charge of $960.6 million, primarily related to our goodwill and indefinite-lived intangible assets.

•Cash flows provided by operating activities of ~~$103.1~~$56.8 million ~~increased~~decreased from ~~$95.7~~$155.8 million provided by operating activities in the prior year's ~~third~~second quarter.

•Adjusted EBITDA(1) of ~~$252.2~~$191.2 million, was ~~up $22.0~~down $46.0 million from ~~$230.2~~$237.2 million in prior year's ~~third~~second quarter.

•Free cash flow(2) of ~~$62.8~~$34.0 million ~~increased~~decreased from ~~$45.5~~$106.1 million in the prior year's ~~third~~second quarter.

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


(In thousands)	(In thousands)	Three Months Ended September 30,				(In thousands)	Three Months Ended June 30,
		2022		2021			2023		2022
Revenue	Revenue	$	988,930	$	928,051	Revenue	$	920,014	$	954,005
Operating income (loss)	Operating income (loss)	(211,187)		80,111		Operating income (loss)	(897,194)		82,869
Net income (loss)	Net income (loss)	(309,776)		3,673		Net income (loss)	(882,982)		15,182
Cash provided by operating activities	Cash provided by operating activities	103,110		95,736		Cash provided by operating activities	56,772		155,801

Adjusted EBITDA(1)	Adjusted EBITDA(1)	$	252,242	$	230,213	Adjusted EBITDA(1)	$	191,181	$	237,185
Free cash flow(2)	Free cash flow(2)	62,753		45,462		Free cash flow(2)	33,999		106,148

(1) For a definition of Adjusted EBITDA and a reconciliation to Operating income (loss), the most closely comparable GAAP measure, and to Net income (loss), please see "Reconciliation of Operating ~~Income (Loss)~~income (loss) to Adjusted EBITDA" and "Reconciliation of Net ~~Income (Loss)~~income (loss) to EBITDA and Adjusted EBITDA" in this MD&A.

(2) For a definition of Free cash flow and a reconciliation to Cash provided by operating activities, the most closely comparable GAAP measure, please see “Reconciliation of Cash provided by (used for) operating activities to Free cash flow” in this MD&A.

2824

Results of Operations

The tables below present the comparison of our historical results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 to the three and ~~nine~~six months ended ~~September~~June 30, ~~2021:~~2022:


(In thousands)	(In thousands)	Three Months Ended September 30,				Nine Months Ended September 30,					(In thousands)	Three Months Ended June 30,						Six Months Ended June 30,
		2022		2021		2022		2021		2023				2022			2023			2022
Revenue	Revenue	$	988,930	$	928,051	$	2,786,393	$	2,496,321		Revenue	$	920,014		$	954,005		$	1,731,253		$	1,797,463
Operating expenses:	Operating expenses:										Operating expenses:
Direct operating expenses (excludes depreciation and amortization)	Direct operating expenses (excludes depreciation and amortization)	371,719		325,766		1,067,625		939,094			Direct operating expenses (excludes depreciation and amortization)	355,061			365,382			699,681			695,906
Selling, general and administrative expenses (excludes depreciation and amortization)	Selling, general and administrative expenses (excludes depreciation and amortization)	399,892		390,086		1,163,293		1,105,056			Selling, general and administrative expenses (excludes depreciation and amortization)	393,773			379,057			796,574			763,401
Depreciation and amortization	Depreciation and amortization	109,305		108,100		334,144		343,408			Depreciation and amortization	108,065			110,788			216,577			224,839
Impairment charges	Impairment charges	309,750		11,647		311,329		49,391			Impairment charges	960,570			245			964,517			1,579
Other operating expense, net	Other operating expense, net	9,451		12,341		25,985		27,491			Other operating expense, net	(261)			15,664			(40)			16,534
Operating income (loss)	Operating income (loss)	(211,187)		80,111		(115,983)		31,881			Operating income (loss)	(897,194)			82,869			(946,056)			95,204
Interest expense, net	Interest expense, net	87,890		82,481		248,603		252,489			Interest expense, net	98,693			81,494			194,150			160,713
Gain (loss) on investments, net	Gain (loss) on investments, net	(3,466)		(10,367)		4,359		39,468			Gain (loss) on investments, net	(6,038)			9,590			(12,543)			7,825
Equity in loss of nonconsolidated affiliates	Equity in loss of nonconsolidated affiliates	(132)		(1,056)		(190)		(1,115)			Equity in loss of nonconsolidated affiliates	(44)			(29)			(4)			(58)
Gain (loss) on extinguishment of debt		6,892		(7,896)		15,095		(7,896)
Gain on extinguishment of debt											Gain on extinguishment of debt	22,902			8,203			27,527			8,203
Other expense, net	Other expense, net	(581)		(1,785)		(3,026)		(2,955)			Other expense, net	(272)			(2,175)			(371)			(2,445)

Loss before income taxes		(296,364)		(23,474)		(348,348)		(193,106)
Income (loss) before income taxes											Income (loss) before income taxes	(979,339)			16,964			(1,125,597)			(51,984)
Income tax benefit (expense)	Income tax benefit (expense)	(13,412)		27,147		5,015		(77,237)			Income tax benefit (expense)	96,357			(1,782)			20,252			18,427

Net income (loss)	Net income (loss)	(309,776)		3,673		(343,333)		(270,343)			Net income (loss)	(882,982)			15,182			(1,105,345)			(33,557)
Less amount attributable to noncontrolling interest	Less amount attributable to noncontrolling interest	587		493		1,211		486			Less amount attributable to noncontrolling interest	1,488			781			1,385			624
Net income (loss) attributable to the Company	Net income (loss) attributable to the Company	$	(310,363)	$	3,180	$	(344,544)	$	(270,829)		Net income (loss) attributable to the Company	$	(884,470)		$	14,401		$	(1,106,730)		$	(34,181)

The ~~tables~~table below ~~present~~presents the comparison of our revenue streams for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 to the three and ~~nine~~six months ended ~~September~~June 30, ~~2021:~~2022:


(In thousands)	(In thousands)	Three Months Ended September 30,				%		Nine Months Ended September 30,				%		(In thousands)	Three Months Ended June 30,				%		Six Months Ended June 30,				%
		2022		2021		Change		2022		2021		Change			2023		2022		Change		2023		2022		Change
Broadcast Radio	Broadcast Radio	$	485,571	$	483,456	0.4	%	$	1,365,356	$	1,293,134	5.6	%	Broadcast Radio	$	429,152	$	462,547	(7.2)	%	$	812,390	$	877,789	(7.5)	%
Networks	Networks	127,239		127,920		(0.5)	%	372,329		366,592		1.6	%	Networks	122,168		127,532		(4.2)	%	230,122		245,090		(6.1)	%
Sponsorship and Events	Sponsorship and Events	42,562		42,663		(0.2)	%	114,226		93,641		22.0	%	Sponsorship and Events	38,210		38,064		0.4	%	70,797		71,665		(1.2)	%
Other	Other	4,524		4,940		(8.4)	%	12,445		9,359		33.0	%	Other	6,414		5,157		24.4	%	11,648		9,916		17.5	%
Multiplatform Group	Multiplatform Group	659,896		658,979		0.1	%	1,864,356		1,762,726		5.8	%	Multiplatform Group	595,944		633,300		(5.9)	%	1,124,957		1,204,460		(6.6)	%
Digital, excluding Podcast	Digital, excluding Podcast	162,700		141,573		14.9	%	475,254		405,276		17.3	%	Digital, excluding Podcast	164,147		166,880		(1.6)	%	310,732		312,555		(0.6)	%
Podcast	Podcast	91,253		64,196		42.1	%	245,479		155,976		57.4	%	Podcast	96,707		85,681		12.9	%	173,518		154,225		12.5	%
Digital Audio Group	Digital Audio Group	253,953		205,769		23.4	%	720,733		561,252		28.4	%	Digital Audio Group	260,854		252,561		3.3	%	484,250		466,780		3.7	%
Audio & Media Services Group	Audio & Media Services Group	77,794		66,078		17.7	%	209,716		182,390		15.0	%	Audio & Media Services Group	65,804		71,065		(7.4)	%	127,155		131,922		(3.6)	%
Eliminations	Eliminations	(2,713)		(2,775)				(8,412)		(10,047)				Eliminations	(2,588)		(2,921)				(5,109)		(5,699)
Revenue, total	Revenue, total	$	988,930	$	928,051	6.6	%	$	2,786,393	$	2,496,321	11.6	%	Revenue, total	$	920,014	$	954,005	(3.6)	%	$	1,731,253	$	1,797,463	(3.7)	%

2925

Consolidated results for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the consolidated results for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 were as follows:

Revenue

Consolidated revenue ~~increased $60.9~~decreased $34.0 million during the three months ended ~~September~~June 30, ~~2022~~2023 compared to the same period of ~~2021.~~2022. Multiplatform Group revenue ~~increased $0.9~~decreased $37.4 million, or ~~0.1%~~5.9%, primarily resulting from a decrease in broadcast advertising due to a challenging macroeconomic environment as discussed above, as well as a decline in political advertising. Digital Audio Group revenue increased $8.3 million, or 3.3%, driven primarily by continuing increases in demand for podcast advertising. Audio & Media Services revenue decreased $5.3 million primarily due to a decrease in political ~~advertising~~ revenue, ~~as 2022 is a midterm election year,~~ partially offset by continued growth in digital revenues.

Consolidated revenue decreased $66.2 million during the six months ended June 30, 2023 compared to the same period of 2022. Multiplatform Group revenue decreased $79.5 million, or 6.6%, primarily resulting from a decrease in ~~revenue~~broadcast advertising due to a more challenging macroeconomic environment as discussed ~~above.~~above, as well as a decline in political advertising. Digital Audio Group revenue increased ~~$48.2~~$17.5 million, or ~~23.4%~~3.7%, driven primarily by continuing increases in demand for digital ~~advertising and the continued growth of podcasting.~~advertising. Audio & Media Services revenue ~~increased $11.7 million due to the increase in political advertising revenue.~~

Consolidated revenue increased $290.1 million during the nine months ended September 30, 2022 compared to the same period of 2021. The increase in Consolidated revenue is attributable to the continued growth of our operating businesses and the continued recovery from the macroeconomic effects of COVID-19. Multiplatform Group revenue increased $101.6 million, primarily resulting from strengthening demand for broadcast advertising, the return of live events during the nine months ended September 30, 2022 compared to the same period of 2021, and an increase in political advertising revenue as 2022 is a midterm election year. Digital Audio Group revenue increased $159.5 million, driven primarily by continuing increases in demand for digital advertising, including continued growth in podcasting. Audio & Media Services revenue increased $27.3decreased $4.8 million primarily due to ~~the continued recovery from the impact of COVID-19 and an increase~~a decrease in political ~~advertising revenue.~~revenue, partially offset by continued growth in digital revenues.

Direct Operating Expenses

Consolidated direct operating expenses ~~increased $46.0~~decreased $10.3 million during the three months ended ~~September~~June 30, ~~2022~~2023 compared to the same period of ~~2021.~~2022. The ~~increase~~decrease in direct operating expenses was primarily driven by lower digital performance royalty fees including the impact of expenses recorded in 2022 upon the settlement of amounts related to prior years, as well as lower employee compensation as a result of cost savings initiatives. The decrease was partially offset by higher variable content ~~talent~~costs resulting from an increase in digital revenue, including third-party digital costs and ~~profit sharing expenses in our Digital Audio Group and Multiplatform Group.~~production costs.

Consolidated direct operating expenses increased ~~$128.5~~$3.8 million during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the same period of ~~2021.~~2022. The increase in direct operating expenses was primarily driven by higher variable content costs resulting from ~~our~~an increase in digital revenue, including ~~talent costs, content costs,~~ profit sharing expenses, third-party digital costs, and production ~~costs related to the return of local and national live events.~~costs. The increase was partially offset by lower performance royalty fees.

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

Consolidated SG&A expenses increased ~~$9.8~~$14.7 million during the three months ended ~~September~~June 30, ~~2022~~2023 compared to the same period of ~~2021.~~2022. The increase in Consolidated SG&A expenses was driven primarily by higher variable bonus expense and higher bad debt expense, partially offset by lower sales commissions.

Consolidated SG&A expenses increased $33.2 million during the six months ended June 30, 2023 compared to the same period of 2022. The increase in Consolidated SG&A expenses was driven primarily by higher variable bonus expense, share-based compensation, bad debt expense, as well as an increase in costs incurred in connection with executing on our cost reduction ~~initiatives, as well as increased sales commission expenses as a result of higher revenue, and a general increase in certain expenses due to inflation.~~initiatives. These increases were partially offset by lower ~~variable bonus expense.~~

Consolidated SG&A expenses increased $58.2 million during the nine months ended September 30, 2022 compared to the same period of 2021. The increase in SG&A expenses was driven primarily by higher employee compensation costs related to increased workforce due to the investments in key infrastructure to support our growing digital operations, increased sales ~~commission expenses as a result of higher revenue, increased bad debt and higher trade and barter expense. These increases were partially offset by lower variable bonus expense.~~commissions.

Depreciation and Amortization

Depreciation and amortization ~~increased $1.2~~decreased $2.7 million and $8.3 million during the three and six months ended ~~September~~June 30, ~~2022~~2023, respectively, compared to the same ~~period~~periods of ~~2021,~~2022, primarily as a result of ~~increased capital expenditures related~~a lower fixed asset base due to ~~IT and~~properties sold in 2022 in connection with our real estate optimization initiatives, ~~partially offset by a decrease related~~and lower amortization expense due to certain intangible assets being fully amortized. Depreciation and amortization decreased $9.3 million during the nine months ended September 30, 2022 compared to the same period of 2021, primarily as a result of certain intangible assets being fully amortized, partially offset by increased capital expenditures related to IT and real estate optimization initiatives.

Impairment Charges

We ~~perform our annual impairment test on our goodwill and FCC licenses as of July 1 of each year. We recognized~~recorded a non-cash impairment ~~charges~~charge of ~~$302.1~~$959.1 million onin the second quarter of 2023 to reduce the carrying values of our indefinite-lived FCC licenses ~~during~~and our goodwill to their estimated fair values. This impairment charge resulted from the ~~three~~economic uncertainty due to inflation and ~~nine months ended September 30, 2022 primarily as~~higher interest rates that has had an adverse impact on our results, and has resulted in a ~~result of an increase~~significant decrease in the ~~discount rate used in~~trading values of our ~~fair value calculations due to higher market interest rates compared to the prior year.~~debt and equity securities for a sustained period. See Note 4,5, Property, Plant and Equipment, Intangible Assets and Goodwill,

to the consolidated financial statements located in Item 1 of this Quarterly Report on Form 10-Q for a further ~~discussion~~description of the impairment charges. No impairment charges were recorded for our goodwill for the three and nine months ended September 30, 2022. The annual impairment test performed on our goodwill and FCC licenses as of July 1, 2021 did not result in impairment.

In addition, as part of our operating expense-savings initiatives, we have taken strategic actions to streamline our real estate footprint and related ~~expenses, resulting~~expenses. During the three and six months ended June 30, 2023, we recognized non-cash impairment charges of $1.5 million and $5.5 million, respectively, primarily related to changes in sublease assumptions for

certain operating leases previously determined to be subleased as part of strategic actions to streamline our real estate footprint. During the three and six months ended June 30, 2022, we recognized non-cash impairment charges of $0.3 million and $1.6 million, respectively, due to the write-down of certain right-of-use assets and related fixed assets, including leasehold improvements. During the three months ended September 30, 2022 and 2021, we recognized non-cash impairment of $7.7 million and $11.6 million, respectively, as a result of these cost-savings initiatives. During the nine months ended September 30, 2022 and 2021, we recognized non-cash impairment charges of $9.2 million and $49.4 million, respectively, as a result of these cost-savings initiatives.

Other Operating Expense, ~~Net~~net

Other operating expense, net of ~~$9.5~~$15.7 million and ~~$12.3~~$16.5 million for the three and six months ended ~~September~~June 30, 2022, ~~and 2021,~~ respectively, ~~and Other operating expense, net of $26.0 million and $27.5 million for the nine months ended September 30, 2022 and 2021, respectively, relate~~relates primarily to non-cash net book losses recognized on asset disposals in connection with our real estate optimization initiatives.

Interest Expense

Interest expense increased ~~$5.4~~$17.2 million and $33.5 million during the three and six months ended ~~September~~June 30, ~~2022~~2023 compared to the same ~~period~~periods of ~~2021,~~2022, primarily as a result of the increase in LIBOR borrowing rates, ~~during 2022,~~ partially offset by the ~~second~~lower outstanding aggregate principal of iHeartCommunications, Inc.'s 8.375% Senior Unsecured Notes due 2027 due to the repurchases of $349.6 million of the notes for $314.8 million in cash made during 2022 and ~~third~~the first quarter of 2023.

Loss on Investments, Net

During the three and six months ended June 30, 2023, we recognized a loss on investments, net of $6.0 million and $12.5 million, respectively, related to declines in the value of our investments. During the three and six months ended June 30, 2022, we recognized a gain on investments, net of $9.6 million and $7.8 million, respectively, in connection with increases in the value of our investments.

Gain on Extinguishment of Debt

During the three months ended June 30, 2023, we recognized a gain on extinguishment of debt of $22.9 million in connection with the open market repurchases of ~~$188.5~~$79.9 million aggregate principal amount of iHeartCommunications, Inc.'s 8.375% Senior Unsecured Notes due 2027 for ~~$173.4~~$57.0 million in cash.

~~Interest expense decreased $3.9 million during~~ During the ~~nine~~six months ended ~~September~~June 30, ~~2022 compared to the same period~~2023, we recognized a gain on extinguishment of ~~2021, primarily as a result~~debt of ~~the $250.0~~$27.5 million, ~~voluntary repayment made in July 2021 on our term loan credit facilities~~ in connection with ~~a repricing transaction and~~ the ~~second and third quarter 2022~~ open market repurchases of ~~$188.5~~$99.9 million aggregate principal amount of iHeartCommunications, Inc.'s 8.375% Senior Unsecured Notes due 2027 for ~~$173.4~~$72.4 million in ~~cash, partially offset by an increase in LIBOR borrowing rates during 2022.~~

~~Gain (Loss) on Investments, Net~~

~~During the three and nine months ended September 30, 2022, we recognized a loss on investments, net of $3.5 million and a gain on investment, net of $4.4 million, respectively, in connection with changes in the value of our investments.~~

During the three months ended September 30, 2021, we recognized a loss on investments, net of $10.4 million primarily related to the impairment of certain investments. During the nine months ended September 30, 2021, we recognized a gain on investments, net of $39.5 million, respectively, primarily related to the sale of our investment in the San Antonio Spurs, partially offset by the impairment of certain investments.

~~Gain (Loss) on Extinguishment of Debt~~cash.

During the three and ~~nine~~six months ended ~~September~~June 30, 2022, we recognized a gain on extinguishment of debt of ~~$6.9~~$8.2 million ~~and $15.1 million, respectively,~~ in connection with the open market repurchases of ~~$75.0 million and $188.5~~$113.5 million aggregate principal amount of iHeartCommunications, Inc.'s 8.375% Senior Unsecured Notes due 2027 for ~~$68.1 million and $173.4~~$105.3 million in ~~cash, respectively.~~

During the three and nine months ended September 30, 2021, we recognized a loss on extinguishment of debt of $7.9 million primarily related to the write-off of unamortized debt issuance costs related to the $250.0 million voluntary repayment made in July 2021 on our term loan credit facilities in connection with a repricing transaction and finance lease termination payments.cash.

Income Tax Benefit (Expense)

The effective tax ~~rate~~rates for the Company for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022 was (4.5)%~~2023 were 9.8% and ~~1.4%~~1.8%, respectively. The effective tax ~~rate was~~rates were primarily impacted by the forecasted increase in valuation allowance against certain deferred tax assets, related primarily to disallowed interest expense carryforwards due to uncertainty regarding the Company’s ability to utilize those assets in future ~~periods.~~

periods, as well as by impairment charges to non-deductible goodwill as discussed in Note 4,
Property, Plant and Equipment, Intangible Assets and Goodwill. The deferred tax benefit primarily consists of $92.9 million related to the FCC license impairment charges recorded during the period.

Net ~~Income (Loss)~~Loss Attributable to the Company

Net loss attributable to the Company of ~~$310.4~~$884.5 million during the three months ended ~~September~~June 30, ~~2022 decreased $313.5~~2023 reflected a decrease of $898.9 million compared to Net income attributable to the Company of ~~$3.2~~$14.4 million during the three months ended ~~September~~June 30, ~~2021,~~2022, primarily ~~as a result~~due to the non-cash impairment charges of ~~the impairment of FCC licenses of $302.1 million.~~

$960.6 million to our goodwill and indefinite-lived intangible assets balances.

Net loss attributable to the Company ~~decreased $73.7 million to $344.5~~of $1,106.7 million during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 increased $1,072.5 million compared to Net loss attributable to the Company of ~~$270.8~~$34.2 million during the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, primarily ~~as a result~~due to the non-cash impairment charges of ~~the impairment of FCC licenses of $302.1~~$964.5 million ~~partially offset by the increase in revenue from the continuing recovery from the macroeconomic effects of the COVID-19 pandemic~~to our goodwill and ~~the continuing growth of our operating businesses.~~indefinite-lived intangible assets balances.

Multiplatform Group Results


(In thousands)	(In thousands)	Three Months Ended September 30,						%		Nine Months Ended September 30,						%		(In thousands)	Three Months Ended June 30,						%		Six Months Ended June 30,						%
		2022			2021			Change		2022			2021			Change			2023			2022			Change		2023			2022			Change
Revenue	Revenue	$	659,896		$	658,979		0.1	%	$	1,864,356		$	1,762,726		5.8	%	Revenue	$	595,944		$	633,300		(5.9)	%	$	1,124,957		$	1,204,460		(6.6)	%

Operating expenses(1)	Operating expenses(1)	452,631			450,549			0.5	%	1,328,688			1,268,107			4.8	%	Operating expenses(1)	433,542			438,804			(1.2)	%	875,503			876,057			(0.1)	%
Segment Adjusted EBITDA	Segment Adjusted EBITDA	$	207,265		$	208,430		(0.6)	%	$	535,668		$	494,619		8.3	%	Segment Adjusted EBITDA	$	162,402		$	194,496		(16.5)	%	$	249,454		$	328,403		(24.0)	%
Segment Adjusted EBITDA margin	Segment Adjusted EBITDA margin	31.4		%	31.6		%			28.7		%	28.1		%			Segment Adjusted EBITDA margin	27.3		%	30.7		%			22.2		%	27.3		%

(1)Operating expenses consist of Direct operating expenses and Selling, general and administrative expenses, excluding Restructuring expenses.

Three Months

Revenue from our Multiplatform Group ~~increased $0.9~~decreased $37.4 million compared to the prior year as a result of ~~increased political advertising revenue as 2022 is a midterm election year, partially offset by a decrease in revenue due to a more~~the challenging macroeconomic ~~environment.~~environment and a decline in political advertising. Broadcast revenue ~~grew $2.1~~declined $33.3 million, or ~~0.4%~~7.2%, year-over-year, driven by ~~higher political advertising~~lower spot revenue and ~~an increase~~a decrease in ~~trade~~political advertising. Networks declined $5.4 million, or 4.2%, year-over-year. Revenue from Sponsorship and ~~barter revenue,~~Events increased $0.1 million, or 0.3%, year-over-year.

Operating expenses decreased $5.3 million, driven primarily by cost savings initiatives and sales commissions, partially offset by higher bad debt expense.

Six Months

Revenue from our Multiplatform Group decreased $79.5 million compared to the prior year as a result of the challenging macroeconomic environment and a decline in political advertising. Broadcast revenue declined $65.4 million, or 7.5%, year-over-year, driven by lower spot ~~revenue, while~~revenue. Networks declined ~~$(0.7)~~$15.0 million, or ~~0.5%~~6.1%, year-over-year. Revenue from Sponsorship and Events decreased by ~~$(0.1)~~$0.9 million, or ~~0.2%~~1.2%, year-over-year.

Operating expenses ~~increased $2.1~~decreased $0.6 million, driven primarily decreased sales commissions, offset by higher bad debt expense and higher content ~~costs, as well as higher talent~~ and ~~profit-sharing fees, partially offset by a decrease in variable bonus expense which is lower in the third quarter of 2022 compared to the prior year based on financial performance compared to targets.~~production costs.

~~Nine Month~~s

Revenue from our Multiplatform Group increased $101.6 million compared to the prior year, primarily as a result of the continued recovery from the impact of COVID-19 and political advertising revenue. Broadcast revenue increased $72.2 million, or 5.6%, year-over-year, while Networks grew $5.7 million, or 1.6%, year-over-year. Revenue from Sponsorship and Events increased by $20.6 million, or 22.0%, year-over-year, primarily as a result of the return of live events.

Operating expenses increased $60.6 million, driven primarily by higher travel and event costs in connection with the return of live events including the iHeart Country Festival, as well as higher sales commission, talent and profit share costs, all driven by higher revenue. These increases were partially offset by lower variable bonus expenses based on financial performance and by lower rent and utilities in connection with our real estate optimization initiatives.

Digital Audio Group Results


(In thousands)	(In thousands)	Three Months Ended September 30,						%		Nine Months Ended September 30,						%		(In thousands)	Three Months Ended June 30,						%		Six Months Ended June 30,						%
		2022			2021			Change		2022			2021			Change			2023			2022			Change		2023			2022			Change
Revenue	Revenue	$	253,953		$	205,769		23.4	%	$	720,733		$	561,252		28.4	%	Revenue	$	260,854		$	252,561		3.3	%	$	484,250		$	466,780		3.7	%

Operating expenses(1)	Operating expenses(1)	175,636			138,646			26.7	%	511,025			399,828			27.8	%	Operating expenses(1)	176,272			173,678			1.5	%	345,549			335,389			3.0	%
Segment Adjusted EBITDA	Segment Adjusted EBITDA	$	78,317		$	67,123		16.7	%	$	209,708		$	161,424		29.9	%	Segment Adjusted EBITDA	$	84,582		$	78,883		7.2	%	$	138,701		$	131,391		5.6	%
Segment Adjusted EBITDA margin	Segment Adjusted EBITDA margin	30.8		%	32.6		%			29.1		%	28.8		%			Segment Adjusted EBITDA margin	32.4		%	31.2		%			28.6		%	28.1		%

(1)Operating expenses consist of Direct operating expenses and Selling, general and administrative expenses, excluding Restructuring expenses.

Three Months

Revenue from our Digital Audio Group increased ~~$48.2~~$8.3 million compared to the prior year, ~~including growth~~driven by Podcast revenue which increased by $11.0 million, or 12.8%, year-over-year, driven primarily by continued increased demand for podcasting from advertisers, partially offset by Digital, excluding Podcast revenue, which ~~grew $21.1~~declined $2.7 million, or ~~14.9%~~1.6%, year-over-year, driven by a decrease in COVID-19 related advertisers.

Operating expenses increased ~~demand for~~$2.6 million due to higher variable costs, including third-party digital ~~advertising as well as~~costs and sales commissions primarily resulting from higher revenue, partially offset by a decrease in performance royalty fees.

Six Months

Revenue from our Digital Audio Group increased $17.5 million compared to the prior year, driven by Podcast revenue which increased by ~~$27.1~~$19.3 million, or ~~42.1%~~12.5%, year-over-year, driven primarily by ~~higher revenues from the development of new podcasts as well as growth from existing podcasts. Digital Audio Group revenue increased as a result of general~~ increased demand for podcasting from advertisers, partially offset by Digital, excluding Podcast revenue, which declined $1.8 million, or 0.6%, year-over-year, driven primarily by a decrease in COVID-19 related advertisers and digital ~~advertising and the growing popularity of podcasting.~~

subscriptions.

Operating expenses increased ~~$37.0~~$10.2 million due to higher variable content and production costs primarily resulting from the development of new podcasts, ~~and~~ higher third-party digital costs, and ~~profit share expenses~~sales commissions primarily resulting from higher ~~revenue. In addition, operating expenses increased due to investments~~revenue, partially offset by a decrease in ~~increased headcount and key infrastructure to support our growing digital operations.~~

~~Nine Month~~s

Revenue from our Digital Audio Group increased $159.5 million compared to the prior year, including growth from Digital, excluding Podcast revenue, which grew $70.0 million, or 17.3%, year-over-year, driven by increased demand for digital advertising. Podcast revenue increased by $89.5 million, or 57.4%, year-over-year, driven by higher revenues from the development of new podcasts and growth from existing podcasts. Digital Audio Group revenues increased as a result of general increased demand for digital advertising, the growing popularity of podcasting, the continued addition of premium content to our industry-leading podcast business and our improving ability to monetize our digital audiences and inventory utilizing our sales force and advertising technology platforms, partially driven by investments in the digital space.

Operating expenses increased $111.2 million in connection with our Digital Audio Group’s significant revenue growth, including the increase in content and production costs primarily resulting from the development of new podcasts and higher variable employee compensation expense, talent costs and third-party digital costs due to higher revenue. In addition, operating expenses increased due to investments in increased headcount and key infrastructure to support our growing digital operations.performance royalty fees.

Audio & Media Services Group Results


(In thousands)	(In thousands)	Three Months Ended September 30,						%		Nine Months Ended September 30,						%		(In thousands)	Three Months Ended June 30,						%		Six Months Ended June 30,						%
		2022			2021			Change		2022			2021			Change			2023			2022			Change		2023			2022			Change
Revenue	Revenue	$	77,794		$	66,078		17.7	%	$	209,716		$	182,390		15.0	%	Revenue	$	65,804		$	71,065		(7.4)	%	$	127,155		$	131,922		(3.6)	%

Operating expenses(1)	Operating expenses(1)	48,044			43,656			10.1	%	141,509			124,148			14.0	%	Operating expenses(1)	47,305			48,995			(3.4)	%	93,312			93,465			(0.2)	%
Segment Adjusted EBITDA	Segment Adjusted EBITDA	$	29,750		$	22,422		32.7	%	$	68,207		$	58,242		17.1	%	Segment Adjusted EBITDA	$	18,499		$	22,070		(16.2)	%	$	33,843		$	38,457		(12.0)	%
Segment Adjusted EBITDA margin	Segment Adjusted EBITDA margin	38.2		%	33.9		%			32.5		%	31.9		%			Segment Adjusted EBITDA margin	28.1		%	31.1		%			26.6		%	29.2		%

(1)Operating expenses consist of Direct operating expenses and Selling, general and administrative expenses, excluding Restructuring expenses.

Three Months

Revenue from our Audio & Media Services Group ~~increased $11.7~~decreased $5.3 million compared to the ~~comparative period in the~~ prior year ~~due to an increase~~period driven by a decrease in political ~~advertising~~ revenue, ~~as 2022 is a midterm election year.~~

partially offset by continued growth in digital revenues.

Operating expenses ~~increased $4.4~~decreased $1.7 million primarily as a result of ~~higher employee compensation related~~lower cost of sales due to ~~seasonal (political) staffing, higher merchandising costs and a new purchase agreement with third-parties for specific inventory spots.~~lower revenues.

~~Nine Month~~sSix Months

Revenue from our Audio & Media Services Group ~~increased $27.3~~decreased $4.8 million compared to the ~~comparative period in the~~ prior year ~~due to an increase~~period driven by a decrease in political ~~advertising~~ revenue, ~~as 2022 is a midterm election year and the~~partially offset by continued ~~recovery from the impact of COVID-19.~~growth in digital revenues.

Operating expenses ~~increased $17.4~~decreased $0.2 million primarily as a result of ~~higher employee compensation related~~lower cost of sales due to ~~seasonal (political) staffing, higher merchandising costs and~~lower revenues, partially offset by a new purchase agreement with third-parties for specific inventory spots.

~~Reconciliation of Operating Income (Loss) to Adjusted EBITDA~~

(In thousands) Three Months Ended
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
Operating income (loss) $ (211,187) $ 80,111 $ (115,983) $ 31,881
Depreciation and amortization 109,305 108,100 334,144 343,408
Impairment charges 309,750 11,647 311,329 49,391
Other operating expense, net 9,451 12,341 25,985 27,491
Share-based compensation expense 10,437 5,993 24,582 17,581
Restructuring expenses 24,486 12,021 54,588 47,216
Adjusted EBITDA(1)
$ 252,242 $ 230,213 $ 634,645 $ 516,968

3429

Reconciliation of Operating income (loss) to Adjusted EBITDA


(In thousands)	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Operating income (loss)	$	(897,194)	$	82,869	$	(946,056)	$	95,204
Depreciation and amortization	108,065		110,788		216,577		224,839
Impairment charges	960,570		245		964,517		1,579
Other operating (income) expense, net	(261)		15,664		(40)		16,534
Restructuring expenses	10,789		19,009		30,243		30,102
Share-based compensation expense	9,212		8,610		19,364		14,145
Adjusted EBITDA(1)	$	191,181	$	237,185	$	284,605	$	382,403

Reconciliation of Net ~~Income (Loss)~~income (loss) to EBITDA and Adjusted EBITDA


(In thousands)	(In thousands)	Three Months Ended September 30,				Nine Months Ended September 30,				(In thousands)	Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Net income (loss)	Net income (loss)	$	(309,776)	$	3,673	$	(343,333)	$	(270,343)	Net income (loss)	$	(882,982)	$	15,182	$	(1,105,345)	$	(33,557)
Income tax (benefit) expense		13,412		(27,147)		(5,015)		77,237
Income tax benefit (expense)										Income tax benefit (expense)	(96,357)		1,782		(20,252)		(18,427)
Interest expense, net	Interest expense, net	87,890		82,481		248,603		252,489		Interest expense, net	98,693		81,494		194,150		160,713
Depreciation and amortization	Depreciation and amortization	109,305		108,100		334,144		343,408		Depreciation and amortization	108,065		110,788		216,577		224,839
EBITDA	EBITDA	$	(99,169)	$	167,107	$	234,399	$	402,791	EBITDA	$	(772,581)	$	209,246	$	(714,870)	$	333,568
(Gain) loss on investments, net		3,466		10,367		(4,359)		(39,468)
(Gain) loss on extinguishment of debt		(6,892)		7,896		(15,095)		7,896
Gain (loss) on investments, net										Gain (loss) on investments, net	6,038		(9,590)		12,543		(7,825)
Gain on extinguishment of debt										Gain on extinguishment of debt	(22,902)		(8,203)		(27,527)		(8,203)
Other expense, net	Other expense, net	581		1,785		3,026		2,955		Other expense, net	272		2,175		371		2,445
Equity in loss of nonconsolidated affiliates	Equity in loss of nonconsolidated affiliates	132		1,056		190		1,115		Equity in loss of nonconsolidated affiliates	44		29		4		58
Impairment charges	Impairment charges	309,750		11,647		311,329		49,391		Impairment charges	960,570		245		964,517		1,579
Other operating expense, net		9,451		12,341		25,985		27,491
Other operating (income) expense, net										Other operating (income) expense, net	(261)		15,664		(40)		16,534
Restructuring expenses										Restructuring expenses	10,789		19,009		30,243		30,102
Share-based compensation expense	Share-based compensation expense	10,437		5,993		24,582		17,581		Share-based compensation expense	9,212		8,610		19,364		14,145
Restructuring expenses		24,486		12,021		54,588		47,216
Adjusted EBITDA(1)	Adjusted EBITDA(1)	$	252,242	$	230,213	$	634,645	$	516,968	Adjusted EBITDA(1)	$	191,181	$	237,185	$	284,605	$	382,403

(1)We define Adjusted EBITDA as consolidated Operating income ~~(loss)~~ adjusted to exclude restructuring expenses included within Direct operating expenses and SG&A expenses, and share-based compensation expenses included within SG&A expenses, as well as 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 tax (benefit) expense, Interest expense, net, Depreciation and amortization, ~~Loss (gain)~~(Gain) loss on investments, net, ~~(Gain) loss~~Gain on extinguishment of debt, Other expense, net, Equity in loss of nonconsolidated affiliates, net, Impairment charges, Other operating ~~expense,~~income (expense), net, Share-based compensation expense, and restructuring expenses. Restructuring expenses primarily include expenses incurred in connection with cost-saving initiatives, as well as certain expenses, which, in the view of management, are outside the ordinary course of business or otherwise not representative of the Company's operations during a normal business cycle. We use Adjusted EBITDA, among other measures, to evaluate the Company’s operating performance. This measure is among the primary measures used by management for the planning and 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 ~~(loss)~~ or net income (loss) as an indicator of operating performance and may not be comparable to similarly titled measures employed by other companies. Adjusted EBITDA is not necessarily a measure of our ability to fund our cash needs. Because it excludes certain financial information compared with operating income ~~(loss)~~ and compared with consolidated net income (loss), the most directly comparable GAAP financial measures, users of this financial information should consider the types of events and transactions which are excluded.

Reconciliation of Cash ~~Provided~~provided by ~~Operating Activities~~(used for) operating activities to Free Cash Flow


(In thousands)	(In thousands)	Three Months Ended September 30,		Nine Months Ended September 30,	(In thousands)		Three Months Ended June 30,					Six Months Ended June 30,
		2022			2021			2022		2021				2023		2022		2023		2022
Cash provided by operating activities		$	103,110		$	95,736		$	206,699	$	196,593
Cash provided by (used for) operating activities													Cash provided by (used for) operating activities	$	56,772	$	155,801	$	(37,211)	$	103,589
Purchases of property, plant and equipment	Purchases of property, plant and equipment	(40,357)			(50,274)			(112,567)		(101,335)			Purchases of property, plant and equipment	(22,773)		(49,653)		(61,938)		(72,210)
Free cash flow(1)	Free cash flow(1)	$	62,753		$	45,462		$	94,132	$	95,258		Free cash flow(1)	$	33,999	$	106,148	$	(99,149)	$	31,379

(1)We define Free cash flow ("Free Cash Flow") as Cash provided by (used for) operating activities less capital expenditures, which is disclosed as Purchases of property, plant and equipment in the Company's Consolidated Statements of Cash Flows. We use Free Cash Flow, among other measures, to evaluate the Company’s liquidity and its ability to generate cash flow. We believe that Free Cash Flow is meaningful to investors because we review cash flows generated from operations after taking into consideration capital expenditures due to the fact that these expenditures are considered to be a necessary component of ongoing operations. In addition, we believe that Free Cash Flow helps improve investors' ability to compare our liquidity with other companies. Since Free Cash Flow is not a measure calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, Cash provided by (used for) operating activities and may not be comparable to similarly titled measures employed by other companies. Free Cash Flow is not necessarily a measure of our ability to fund our cash needs.

Share-Based Compensation Expense

On April 21, 2021, our 2021 Long-Term Incentive Award Plan (the "2021 Plan") was approved by stockholders and replaced the prior plan. At our 2023 Annual Meeting of Stockholders, an increase to the shares authorized for issuance under the 2021 Plan was approved. Pursuant to our 2021 Plan, we ~~will~~may grant restricted stock units and options to purchase shares of the Company's Class A common stock to certain key individuals.

Share-based compensation expenses are recorded in SG&A expenses and were ~~$10.4~~$9.2 million and ~~$6.0~~$8.6 million for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and ~~$24.6~~$19.4 million and ~~$17.6~~$14.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

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

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

As of ~~September~~June 30, ~~2022,~~2023, there was ~~$54.3~~$42.3 million of unrecognized compensation cost related to unvested share-based compensation arrangements with vesting based solely on service conditions. This cost is expected to be recognized over a weighted average period of approximately ~~3.4~~2.8 years. In addition, as of ~~September~~June 30, ~~2022,~~2023, there were unrecognized compensation costs of ~~$11~~$24.6 million ~~of Q1 2022 Performance RSUs and $13.4 million of Q2 2022~~for the Performance RSUs related to unvested share-based compensation arrangements that will vest based on performance and service conditions. These costs will be recognized over a 3-year or 50-month period from the date of ~~issuance~~issuance. See Note 8, Stockholders' Equity, for ~~the Q1 2022 Performance RSUs and over a 3-year period from the date of issuance for the Q2 2022 Performance RSUs.~~more information

3631

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

The following discussion highlights cash flow activities during the periods presented:


(In thousands)	(In thousands)	Nine Months Ended September 30,				(In thousands)	Six Months Ended June 30,
		2022		2021			2023		2022
Cash provided by (used for):	Cash provided by (used for):					Cash provided by (used for):
Operating activities	Operating activities	$	206,699	$	196,593	Operating activities	$	(37,211)	$	103,589
Investing activities	Investing activities	(82,807)		(259,898)		Investing activities	(59,260)		(49,657)
Financing activities	Financing activities	(179,657)		(288,118)		Financing activities	(74,875)		(110,711)
Free Cash Flow(1)	Free Cash Flow(1)	94,132		95,258		Free Cash Flow(1)	(99,149)		31,379

(1) For a definition of Free ~~cash flow from operations~~Cash Flow and a reconciliation to Cash ~~provided by (used for)~~used for operating activities, the most closely comparable GAAP measure, please see “Reconciliation of Cash ~~provided by (used for)~~used for operating activities to Free ~~cash flow from operations”~~Cash Flow” in this MD&A.

Operating Activities

Cash used for operating activities was $37.2 million during the six months ended June 30, 2023 compared to cash provided by operating activities of ~~$206.7~~$103.6 million during the ~~nine~~six months ended ~~September~~June 30, ~~2022 increased from $196.6 million during the nine months ended September 30, 2021~~2022. The decrease was primarily due to a decrease in broadcast radio revenue due to a more challenging macroeconomic environment, higher interest expense due to an increase in ~~cash flows from operations as the Company's businesses continue to recover from the impact~~borrowing rates, and timing of ~~COVID-19, mostly~~payments. These decreases were partially offset by ~~an increase~~a decrease in ~~the payment of bonuses and commissions~~bonus payments in ~~the first quarter of~~2023 compared to 2022. ~~The Company did not pay bonuses to the vast majority of employees in the first quarter of 2021.~~

Investing Activities

Cash used for investing activities of ~~$82.8~~$59.3 million during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 primarily reflects ~~$112.6~~$61.9 million in cash used for capital expenditures. We spent ~~$80.3~~$41.3 million for capital expenditures in our Multiplatform Group segment primarily related to our real estate optimization initiatives, ~~$15.9~~$11.3 million in our Digital Audio Group segment primarily related to IT infrastructure, ~~$5.4~~$4.8 million in our Audio & Media Services Group segment, primarily related to software, and ~~$11.0~~$4.6 million in Corporate primarily related to equipment and software purchases. Cash used for investing activities in the six months ended June 30, 2023 includes $12.7 million of cash paid in the current period related to assets acquired in the fourth quarter of 2022.

Cash used for investing activities of $49.7 million during the six months ended June 30, 2022 primarily reflects $72.2 million in cash used for capital expenditures. We spent $48.7 million for capital expenditures in our Multiplatform Group segment primarily related to our real estate optimization initiatives, $11.1 million in our Digital Audio Group segment primarily related to IT infrastructure, $4.1 million in our Audio & Media Services Group segment, primarily related to software, and $8.3 million in Corporate primarily related to equipment and software purchases. Cash used for investing activities was partially offset by proceeds from the sale of certain properties related to our real estate optimization initiatives.

Cash used for investing activities of $259.9 million during the nine months ended September 30, 2021 primarily reflects the net cash payment made to acquire Triton Digital for $228.5 million. In addition, $101.3 million in cash was used for capital expenditures. We spent $66.5 million for capital expenditures in our Multiplatform Group segment primarily related to our real estate optimization initiatives, $17.9 million in our Digital Audio Group segment primarily related to IT infrastructure, $6.2 million in our Audio & Media Services Group segment, primarily related to software, and $10.7 million in Corporate primarily related to equipment and software purchases. Cash used for investing activities was partially offset by cash provided by investing activities related to proceeds received of $50.8 million from the sale of our investment in the San Antonio Spurs.

Financing Activities

Cash used for financing activities totaled ~~$179.7~~$74.9 million during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 primarily due to the ~~open market~~ repurchases of ~~$188.5~~$99.9 million aggregate principal amount of our 8.375% Senior Unsecured Notes due 2027 for ~~$173.4~~$72.4 million in cash, reflecting a discounted purchase price from the face value of the notes.

Cash used for financing activities ~~of $288.1~~totaled $110.7 million during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 primarily ~~resulted~~due to the open market repurchases of $113.5 million aggregate principal amount of our 8.375% Senior Unsecured Notes due 2027 for $105.3 million in cash, reflecting a discounted purchase price from the ~~$250.0 million voluntary repayment~~face value of ~~our term loan credit facilities in connection with a repricing transaction, required quarterly principal payments made on~~ the ~~term loan credit facilities, and repayment of a subsidiary note payable.~~notes.

3732

Sources of Liquidity and Anticipated Cash Requirements

Our primary sources of liquidity are cash on hand, which consisted of cash and cash equivalents of ~~$295.4~~$165.3 million as of ~~September~~June 30, ~~2022,~~2023, cash ~~flow~~flows from operations and borrowing capacity under our $450.0 million senior secured asset-based revolving credit facility entered into on May 17, 2022 (the ~~"New ABL Facility") which refinanced and replaced in its entirety the existing ABL Facility (the "Existing ABL~~"ABL Facility"). As of ~~September~~June 30, ~~2022,~~2023, iHeartCommunications had no amounts outstanding under the ~~New~~ ABL Facility, a ~~facility size~~borrowing base of ~~$450.0~~$444.5 million and ~~$27.0~~$24.9 million in outstanding letters of credit, resulting in ~~$423.0~~$419.6 million of borrowing base availability. Together with our cash balance of ~~$295.4~~$165.3 million as of ~~September~~June 30, ~~2022~~2023 and our borrowing capacity under the ~~New~~ ABL Facility, our total available liquidity1 was approximately ~~$718~~$585 million.

We regularly evaluate the impact of economic ~~conditions including macroeconomic~~ conditions on our business. A challenging macroeconomic environment has led to market uncertainty which has impacted ~~2022 Multiplatform Group revenues, particularly in the third quarter.~~2023 revenues. For the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, our revenues ~~increased~~decreased compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 primarily due to ~~recovery from~~ the ~~macroeconomic effects of COVID-19 partially offset~~decrease in broadcast radio revenue driven by market uncertainty from the challenging macroeconomic environment, among other factors discussed in the Results of Operations section of the MD&A. Although we cannot predict future economic conditions or the impact of any potential contraction of economic growth on our business, we believe that we have sufficient liquidity to continue to fund our operations for at least the next twelve months.

We are a party to many contractual obligations involving commitments to make payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on the Consolidated Balance Sheet as of ~~September~~June 30, ~~2022,~~2023, while others are considered future commitments. Our contractual obligations primarily consist of long-term debt and related interest payments, commitments under non-cancelable operating lease agreements, and employment and talent contracts. In addition to our contractual obligations, we expect that our primary anticipated uses of liquidity in ~~2022~~2023 will be to fund our working capital, make interest and tax payments, fund capital expenditures, pursue certain strategic opportunities, and maintain operations.

On June 15, 2023, iHeartCommunications, Inc. ("iHeartCommunications") entered into an amendment to the credit agreement governing its term loan credit facilities (the "Term Loan Facility"). The amendment replaces the prior Eurocurrency interest rate, based upon LIBOR, with the Secured Overnight Financing Rate (“SOFR”) successor rate plus a SOFR adjustment as specified in the credit agreement. The Term Loan Facility margins remain the same with the Term Loan Facility due 2026 containing margins of 3.00% for Term SOFR Loans (as defined in the credit agreement) and 2.00% for Base Rate Loans (as defined in the credit agreement), and the Incremental Term Loan Facility due 2026 containing margins of 3.25% for Term SOFR Loans with a floor of 0.50% and 2.25% for Base Rate Loans with a floor of 1.50%.

Assuming the current level of borrowings and interest rates in effect at ~~September~~June 30, ~~2022,~~2023, we anticipate that we will have approximately ~~$88.7~~$197.0 million of cash interest payments in the remainder of ~~2022. With~~2023 compared to $182.4 million of cash interest payments during the same period in 2022, primarily related to the increase in interest rates, including ~~LIBOR, we anticipate~~SOFR. Future increases in interest rates could have a significant impact on our cash interest ~~payments to be higher in the fourth quarter of 2022 and into 2023.~~payments.

We believe that our cash balance, our cash flow from operations and availability under our ~~New~~ ABL Facility provide us with sufficient liquidity to fund our core operations, maintain key personnel and meet our other material obligations for at least the next twelve months. We acknowledge the challenges posed by the market uncertainty as a result of global economic weakness, the recent slowdown in economic activity, rising interest rates, ~~historically~~ high inflation and other macroeconomic trends, however, we remain confident in our business, our employees and our strategy. Further, we believe our available liquidity will allow us to fund capital expenditures and other obligations and make interest payments on our long-term ~~debt for at least the next twelve months.~~debt. If these sources of liquidity need to be augmented, additional cash requirements would likely be financed through the issuance of debt or equity securities; however, there can be no assurances that we will be able to obtain additional debt or equity financing on acceptable terms or at all in the future.

We frequently evaluate strategic opportunities. During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, we ~~conducted open market repurchases of $188.5~~repurchased $99.9 million in aggregate principal amount of iHeartCommunications, Inc.'s 8.375% Senior Unsecured Notes due 2027 for ~~$173.4~~$72.4 million in cash, reflecting a discounted purchase price from the face value of the notes. We expect from time to time to pursue other strategic opportunities such as acquisitions or disposals of certain businesses, which may or may not be material.

Tax Matters Agreement

In connection with the separation (the "Separation") of Clear Channel Outdoor Holdings, Inc. as part of our plan of reorganization, we entered into the Tax Matters Agreement by and among iHeartMedia, iHeartCommunications, iHeart Operations, Inc., Clear Channel Holdings, Inc., and Clear Channel Outdoor Holding, Inc. (the "Outdoor Group"), to allocate the

1 Total available liquidity is defined as cash and cash equivalents plus available borrowings under the ~~New~~ ABL Facility. We use total available liquidity to evaluate our capacity to access cash to meet obligations and fund operations.

3833

responsibility of iHeartMedia and its subsidiaries, on the one hand, and the Outdoor Group and its subsidiaries, on the other, for the payment of taxes arising prior and subsequent to, and in connection with, the Separation.

The Tax Matters Agreement requires that iHeartMedia and iHeartCommunications indemnify the Outdoor Group and its subsidiaries, their respective directors, officers and employees, and hold them harmless, on an after-tax basis, from and against certain tax claims related to the Separation. In addition, the Tax Matters Agreement requires that the Outdoor Group indemnify iHeartMedia for certain income taxes paid by iHeartMedia on behalf of the Outdoor Group and its subsidiaries.

Summary Debt Capital Structure

As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, we had the following debt outstanding, net of cash and cash equivalents:

(In thousands) September 30, 2022 December 31, 2021
Term Loan Facility due 2026 $ 1,864,032 $ 1,864,032
Incremental Term Loan Facility due 2026 401,220 401,220
Asset-based Revolving Credit Facility due 20231
— —
Asset-based Revolving Credit Facility due 20271
— —
6.375% Senior Secured Notes due 2026 800,000 800,000
5.25% Senior Secured Notes due 2027 750,000 750,000
4.75% Senior Secured Notes due 2028 500,000 500,000
Other Secured Subsidiary Debt 4,414 5,350
Total Secured Debt $ 4,319,666 $ 4,320,602
8.375% Senior Unsecured Notes due 20272
1,261,451 1,450,000
Other Subsidiary Debt 53 90
Original issue discount (11,302) (13,454)
Long-term debt fees (16,154) (18,370)
Total Debt $ 5,553,714 $ 5,738,868
Less: Cash and cash equivalents 295,399 352,129
$ 5,258,315 $ 5,386,739


(In thousands)	June 30, 2023		December 31, 2022
Term Loan Facility due 2026	$	1,864,032	$	1,864,032
Incremental Term Loan Facility due 2026	401,220		401,220
Asset-based Revolving Credit Facility due 2027	—		—
6.375% Senior Secured Notes due 2026	800,000		800,000
5.25% Senior Secured Notes due 2027	750,000		750,000
4.75% Senior Secured Notes due 2028	500,000		500,000
Other Secured Subsidiary Debt	3,618		4,462
Total Secured Debt	$	4,318,870	$	4,319,714

8.375% Senior Unsecured Notes due 20271	1,020,457		1,120,366
Other Subsidiary Debt	—		52
Original issue discount	(9,080)		(10,569)
Long-term debt fees	(13,852)		(15,396)
Total Debt	$	5,316,395	$	5,414,167
Less: Cash and cash equivalents	165,325		336,236
Net Debt2	$	5,151,070	$	5,077,931

1 On May 17, 2022, we entered into a $450.0 million New ABL Facility, maturing in 2027, which refinanced and replaced in its entirety the Existing ABL Facility. For more information about the New ABL Facility, refer to Note 5, ~~Long-Term Debt~~.

2 During the ~~second~~three and ~~third quarter of 2022,~~six months ended June 30, 2023, we repurchased ~~$188.5~~$79.9 million and $99.9 million, respectively, of aggregate principal amount of iHeartCommunications, Inc.’s 8.375% Senior Unsecured Notes due 2027 for ~~$173.4~~$57.0 million and $72.4 million in cash, excluding accrued interest, via open market transactions. The repurchased notes were subsequently cancelled and retired, resulting in a gain on extinguishment of debt for the three and six months ended June 30, 2023 of ~~$15.1 million.~~$22.9 million and $27.5 million, respectively.

2 Net Debt is a non-GAAP financial metric that is used by management and investors to assess our ability to meet financial obligations.

See above under “Sources of Liquidity and Cash Requirements” for details regarding the amendment to our Term Loan Facility entered into on June 15, 2023.

Our ~~New~~ ABL Facility contains a springing fixed charge coverage ratio that is effective if certain triggering events related to borrowing capacity under the ~~New~~ ABL Facility occur. As of ~~September~~June 30, ~~2022,~~2023, no triggering event had occurred and, as a result, we were not required to comply with any fixed charge coverage ratio as of or for the period ended ~~September~~June 30, ~~2022.~~2023. Other than our ~~New~~ ABL Facility, none of our long-term debt includes maintenance covenants that could trigger early repayment. As of ~~September~~June 30, ~~2022,~~2023, we were in compliance with all covenants related to our debt agreements in all material respects. For additional information regarding our debt, refer to Note 5, Long-Term Debt.

Our subsidiaries have from time to time repurchased certain debt obligations of iHeartCommunications, and may in the future, as part of various financing and investment strategies, purchase additional outstanding indebtedness of iHeartCommunications or its subsidiaries or our outstanding equity securities, in tender offers, open market purchases, privately negotiated transactions or otherwise. We or our subsidiaries may also sell certain assets, securities, or properties. These purchases or sales, if any, could have a material positive or negative impact on our liquidity available to repay outstanding debt obligations or on our consolidated results of operations. These transactions could also require or result in amendments to the agreements governing outstanding debt obligations or changes in our leverage or other financial ratios, which could have a material positive or negative impact on our ability to comply with the covenants contained in iHeartCommunications’ debt agreements. These transactions, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

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Supplemental Financial Information under Debt Agreements

Pursuant to iHeartCommunications' material debt agreements, iHeartMedia Capital I, LLC ("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 material differences between iHeartMedia’s consolidated financial information, on the one hand, and the financial information of Capital I and its consolidated restricted subsidiaries, on the other hand. Because neither iHeartMedia nor iHeartMedia Capital II, LLC, a wholly-owned direct subsidiary of iHeartMedia and the parent of Capital I, have any operations or material assets or liabilities, there are no material differences between iHeartMedia’s consolidated financial information for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, and Capital I’s and its consolidated restricted subsidiaries’ financial information for the same period. Further, as of ~~September~~June 30, ~~2022,~~2023, we were in compliance with all covenants related to our debt ~~agreements in all material respects.~~agreements.

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.

Certain agreements relating to acquisitions provide for purchase price adjustments and other future contingent payments based on the financial performance of the acquired companies generally over a one to five-year period. The aggregate of these contingent payments, if performance targets are met, would not significantly impact our financial position or results of operations.

We have future cash obligations under various types of contracts. We lease office space, certain broadcast facilities and equipment. Some of our lease agreements contain renewal options and annual rental escalation clauses (generally tied to the consumer price index), as well as provisions for our payment of utilities and maintenance. We also have non-cancellable contracts in our radio broadcasting operations related to program rights and music license fees. In the normal course of business, our broadcasting operations have minimum future payments associated with employee and talent contracts. These contracts typically contain cancellation provisions that allow us to cancel the contract with good cause.

SEASONALITY

Typically, our businesses experience their lowest financial performance in the first quarter 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, we are impacted by political cycles and generally experience higher revenues in congressional election years, and particularly in presidential election years. This may affect the comparability of results between years.

MARKET RISK

We are exposed to market risks arising from changes in market rates and prices, including movements in interest rates, foreign currency exchange rates and inflation.

Interest Rate Risk

On June 15, 2023, iHeartCommunications, Inc. ("iHeartCommunications") entered into an amendment to the credit agreement governing its Term Loan credit facilities. The amendment replaces the prior Eurocurrency interest rate, based upon LIBOR, with the Secured Overnight Financing Rate (“SOFR”) successor rate plus a SOFR adjustment as specified in the credit agreement.

A significant amount of our long-term debt bears interest at variable rates. Additionally, certain assumptions used within management's estimates are impacted by changes in interest rates. Accordingly, our earnings will be affected by changes in interest rates. As of ~~September~~June 30, ~~2022,~~2023, approximately ~~41%~~42% of our aggregate principal amount of long-term debt bore interest at floating rates. Assuming the current level of borrowings and assuming a ~~50%~~100 bps change in ~~LIBOR,~~floating interest rates, it is estimated that our interest expense for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 would have changed by ~~$9.0~~$11.4 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.

Inflation

Inflation is a factor in our business and we continue to seek ways to mitigate its effect. Inflation has affected our performance in terms of higher costs for employee compensation, equipment and third party services. Although we are unable to determine the exact impact of inflation, we believe the impact will continue to be immaterial considering the actions we may take in response to these higher costs that may arise as a result of inflation.

Critical Accounting Estimates

The preparation of our financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. On an ongoing basis, we evaluate our estimates that are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of expenses that are not readily apparent from other sources. Because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such difference could be material. ~~There~~Other than the following, there have been no significant changes to our critical accounting policies and estimates disclosed in “Critical Accounting Estimates” of Item 7, Management’s Discussion and Analysis of our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

~~We perform~~Economic uncertainty due to higher interest rates since 2022 has resulted in, among other things, lower advertising spending by businesses. This challenging environment has led to broader market uncertainty, and has delayed our ~~annual~~expected recovery and has had an adverse impact on our revenue and cash flows. This challenging environment could have a significant impact on our financial results. In addition, the economic uncertainty has had a significant impact on the trading values of our debt and equity securities for a sustained period. As a result, we performed an impairment test as of June 30, 2023 on ~~goodwill and indefinite-lived~~our long-lived assets, intangible assets, as of July 1 of each year. As discussed above, the current macroeconomic conditions have led to uncertainty, resulting in slowing broadcast revenue growth and declines in margins as inflation and interest rates continue to rise. These factors have negatively impacted the key assumptions used in the discounted cash flow models that are utilized to value ourindefinite-lived FCC licenses and ~~goodwill, particularly the discount rates used in estimating fair values. This has resulted in a significant decrease in the fair values of certain of our FCC licenses and reporting units.~~goodwill.

Indefinite-lived Intangible Assets

Indefinite-lived intangible assets, such as our FCC licenses, are reviewed ~~annually~~ for ~~possible~~ impairment using the direct valuation method as prescribed in ASC 805-20-S99. Under the direct valuation method, the estimated fair value of the indefinite-lived intangible assets was calculated at the market level as prescribed by ASC 350-30-35. Under the direct valuation method, it is assumed that rather than acquiring indefinite-lived intangible assets as a part of a going concern business, the buyer hypothetically obtains indefinite-lived intangible assets and builds a new operation with similar attributes from scratch. Thus, the buyer incurs start-up costs during the build-up phase which are normally associated with going concern value. Initial capital costs are deducted from the discounted cash flows model, which results in value that is directly attributable to the indefinite-lived intangible assets.

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

On ~~July 1, 2022,~~June 30, 2023, we performed ~~our annual~~an interim impairment test in accordance with ASC 350-30-35 and we concluded that a ~~$302.1~~$363.6 millionimpairment of the indefinite-lived intangible assets was required. In determining the fair value of our FCC licenses, the following key assumptions were used:

•Revenue forecasts published by BIA Financial Network, Inc. (“BIA”), varying by market, and revenue growth projections made by industry analysts were used for the initial five-year period;

•~~2.5%~~2.0% over-the-air revenue growth and 3.0% digital revenue growth was assumed beyond the initial five-year period and 2.0% revenue growth was assumed in the terminal period;

•Revenue was grown proportionally over a build-up period, reaching market revenue forecast by year 3;

•Operating margins of 8.0% in the first year gradually climb to the industry average margin in year 3 of up to ~~19.1%~~18.2%, depending on market size; and

•Assumed discount rates of 10.0% for ~~the 15 largest markets and 10.5% for~~ all ~~other~~ markets.

While we believe we have made reasonable estimates and utilized appropriate assumptions to calculate the fair value of our indefinite-lived intangible assets, it is possible a material change could occur. If future results are not consistent with our assumptions and estimates, we may be exposed to impairment charges in the future. The following table shows the decrease in the fair value of our indefinite-lived intangible assets that would result from a 100 basis point decline in our discrete and terminal period revenue growth rate and profit margin assumptions and a 100 basis point increase in our discount rate assumption:


Impact on the Fair Value of our FCC Licenses due to 100 bps Change in:	Impact on the Fair Value of our FCC Licenses due to 100 bps Change in:					Impact on the Fair Value of our FCC Licenses due to 100 bps Change in:
Revenue Growth Rate	Revenue Growth Rate	Profit Margin		Discount Rate		Revenue Growth Rate	Profit Margin		Discount Rate
(in thousands)	(in thousands)					(in thousands)
$	228,765	$	161,722	$	264,227	201,609	$	155,590	$	222,563

~~The~~At June 30, 2023, both the carrying value of our FCC licenses ~~at September 30, 2022~~ after the impairment of ~~$302.1~~$363.6 million ~~was $1.48 billion, while~~and the fair value ~~was $1.50 billion. Given~~of the ~~difference between the carrying values of our~~ FCC licenses ~~and their estimated fair values,~~was$1.1 billion. Consequently, an increase in discount rates, a decrease in revenue growth rates or profit margins, or a decrease in BIA revenue forecasts could result in additional impairment to our FCC licenses.

Goodwill

We test goodwill at interim dates if events or changes in circumstances indicate that goodwill might be impaired. The fair value of our reporting units is used to apply value to the net assets of each reporting unit. To the extent that the carrying amount of net assets would exceed the fair value, an impairment charge may be required to be recorded. The impairment testing performed as of ~~July 1, 2022~~June 30, 2023 has resulted in a ~~significant~~ decrease in the fair values of our reporting units. The ~~fair~~carrying values of our Multiplatform, Digital, and RCS reporting units ~~exceed~~exceeded their fair values. The fair value of our Katz reporting unit exceeded its carrying ~~values by less than 15%.~~value.

The ~~discounted cash flow approach~~valuation methodology we use for valuing goodwill involves considering the implied fair values of our reporting units based on market factors including the trading prices of our debt and equity securities, and estimating future cash flows expected to be generated from the related assets, discounted to their present ~~value~~values using a risk-adjusted discount rate. Terminal values are also estimated and discounted to their present ~~value.~~values.

On ~~July 1, 2022,~~June 30, 2023, we performed our ~~annual~~interim impairment test in accordance with ASC 350-30-35, resulting in no a $595.5 millionimpairment of goodwill. In determining the fair value of our reporting units, we considered industry and market factors including trading multiples of similar businesses and the trading prices of our debt and equity securities. For purposes of assessing the discounted future cash flows of our reporting units, we used the following assumptions:

•Expected cash flows underlying our business plans for the periods ~~2022~~2023 through ~~2026.~~2027. Our cash flow assumptions are based on detailed, multi-year forecasts performed by each of our operating reporting units, and reflect the current advertising outlook across our businesses.

•Revenues beyond ~~2026~~2027 are projected to grow at a perpetual growth rate, which we estimated at 2.0% for our Multiplatform and RCS Reporting units, 3%3.0% for our Digital Audio Reporting unit (beyond ~~2030)~~2031), and 2.0% for our Katz Media reporting unit (beyond ~~2030)~~2032).

•In order to risk adjust the cash flow projections in determining fair value, we utilized discounts rates between ~~13%~~15% and ~~16%~~18% for each of our reporting units.

While we believe we have made reasonable estimates and utilized appropriate assumptions to calculate the estimated fair value of our reporting units, it is possible a material change could occur. If future results are not consistent with our assumptions and estimates, we may be exposed to additional impairment charges in the future. The following table shows the decline in the fair value of each of our reporting units that would result from a 100 basis point decline in our discrete and terminal period revenue growth rate and profit margin assumptions and a 100 basis point increase in our discount rate assumption:


(In thousands)	(In thousands)	Impact on the Fair Value of our Goodwill due to 100 bps Change in:						(In thousands)	Impact on the Fair Value of our Goodwill due to 100bps Change in:
Reporting Unit	Reporting Unit	Revenue Growth Rate		Profit Margin		Discount Rate		Reporting Unit	Revenue Growth Rate		Profit Margin		Discount Rate
Multiplatform	Multiplatform	$	350,000	$	150,000	$	340,000	Multiplatform	$	241,000	$	137,000	$	220,000
Digital	Digital	150,000		90,000		140,000		Digital	62,000		66,000		63,000
Katz Media	Katz Media	30,000		10,000		20,000		Katz Media	19,000		11,000		18,000
Other		20,000		10,000		20,000
RCS								RCS	10,000		5,000		8,000

An increase in discount rates or a decrease in revenue growth rates or profit margins could result in additional impairment

charges being required to be recorded for one or more of our reporting units.

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, ~~the anticipated impacts of the COVID-19 pandemic on our business,~~ financial position and results of operations, macroeconomic trends including inflation, interest rates and potential recessionary indicators, our expected costs, savings and timing of our modernization initiatives and other capital and operating expense reduction initiatives, debt repurchases, our business plans, strategies and initiatives, benefits of acquisitions, our expectations about certain markets and businesses, expected cash interest payments, future impairment charges and our anticipated financial performance and liquidity. Statements expressing expectations and projections with respect to future matters are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We caution that these forward-looking statements involve a number of risks and uncertainties and are subject to many variables which could impact our future performance. These statements are made on the basis of management’s views and assumptions, as of the time the statements are made, regarding future events and performance. There can be no assurance, however, that management’s expectations will necessarily come to pass. Actual future events and performance may differ materially from the expectations reflected in our forward-looking statements. We do not intend, nor do we undertake any duty, to update any forward-looking statements.

A wide range of factors could materially affect future developments and performance, including but not limited to:

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

•~~the impact of~~risks related to the COVID-19 pandemic ~~on our business, financial position and results of operations;~~or other future pandemics;

•intense competition including increased competition from alternative media platforms and technologies;

•dependence upon the performance of on-air talent, program hosts and management as well as maintaining or enhancing our master brand;

•fluctuations in operating ~~costs;~~costs and other factors within or beyond our control;

•technological changes and innovations;

•shifts in population and other demographics;

•the impact of our substantial indebtedness;

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

•legislative or regulatory requirements;

•the impact of legislation, or ongoing litigation or royalty audits on music licensing and royalties;

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

•risks related to our Class A common ~~stock, including our significant number of outstanding warrants;~~stock;

•regulations impacting our business and the ownership of our securities; and

•certain other factors set forth in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, as updated by other filings with the Securities and Exchange Commission (“SEC”).

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

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

Disclosure Controls and Procedures

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). as of June 30, 2023. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of ~~September~~June 30, ~~2022.~~2023.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended ~~September~~June 30, ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We ~~currently~~ are involved in ~~certain~~a variety of legal proceedings ~~arising~~ in the ordinary course of business and asa large portion of our litigation arises in the following contexts: commercial/contract disputes; defamation matters; employment and benefits related claims; intellectual property claims; real estate matters; governmental investigations; and tax disputes. As required, we 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.

We are involved in a variety of legal proceedings in the ordinary course of business and a large portion of our litigation arises in the following contexts: commercial/contract disputes; defamation matters; employment and benefits related claims; intellectual property claims; real estate matters; governmental investigations; and tax disputes.

ITEM 1A. RISK FACTORS

There have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, ~~AND~~ USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

The following table sets forth our purchases of shares of our Class A common stock made during the quarter ended ~~September~~June 30, ~~2022:~~2023:

Period
Total Number of Shares Purchased(1)
Average Price Paid per Share(1)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
July 1 through July 31 5,018 $ 6.96 — $ —
August 1 through August 31 46,998 10.22 — —
September 1 through September 30 2,307 10.37 — —
Total 54,323 $ 9.92 — $ —


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	12,631	$	3.98	—	$	—
May 1 through May 31	295,815	2.89		—	—
June 1 through June 30	7,661	3.10		—	—
Total	316,107	$	2.94	—	$	—

(1)The shares indicated consist of shares of our Class A common stock tendered by employees to us during the three months ended ~~September~~June 30, ~~2022~~2023 to satisfy the employees’ tax withholding obligation in connection with the vesting and release of restricted stock, which are repurchased by us based on their fair market value on the date the relevant transaction occurs.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

~~None.~~During the three months ended June 30, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

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ITEM 6. EXHIBITS


Exhibit Number						Description
2.1						Modified Fifth Amended Joint Chapter 11 Plan of Reorganization of iHeartMedia, Inc. and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code, dated January 22, 2019 (incorporated by reference Exhibit 2.1 of iHeartMedia Inc.’s Current Report on Form 8-K filed on January 28, 2019).
3.1						Fifth Amended and Restated Certificate of Incorporation of iHeartMedia, Inc. (incorporated by reference to Exhibit 3.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 2, 2019).
3.2						Third Amended and Restated Bylaws of iHeartMedia, Inc. (incorporated by reference to Exhibit 3.2 of iHeartMedia, Inc.’s Annual Report on Form 10-K filed on February 25, 2021).
10.1*						~~Amended~~Amendment No. 4 to Term Loan Credit Agreement, by and ~~Restated Employment Agreement~~ between ~~iHeart Management Services,~~iHeartCommunications, Inc. and ~~Jordan R. Fasbender,~~Bank of America, N.A. dated ~~July 18, 2022~~June 15, 2023
10.2						~~Second~~ Amendment to the ~~Employment Agreement between~~ iHeartMedia, ~~Management Services,~~ Inc. ~~and Michael McGuinness, dated September 16, 2022~~2021 Long-Term Incentive Award Plan, effective May 18, 2023 (incorporated by reference to Exhibit 10.1 of iHeartMedia, Inc.'s Current Report on Form 8-K filed on ~~September 21, 2022)~~May 19, 2023).
10.3*						2023 Form of iHeartMedia, Inc. Performance Restricted Stock Unit Award Agreement (for Executive Officers)
10.4*						2023 Form of iHeartMedia, Inc. Performance Restricted Stock Unit Award Agreement (for Pittman/Bressler)
10.5*						2023 Form of iHeartMedia, Inc. Cash-Settled Performance Restricted Stock Unit Award Agreement (for Executive Officers)
10.6*						2023 Form of iHeartMedia, Inc. Cash-Settled Performance Restricted Stock Unit Award Agreement (for Pittman/Bressler)
10.7*						2023 Form of iHeartMedia, Inc. Cash-Settled Restricted Stock Unit Award Agreement (for Executive Officers)
10.8*						2023 Form of iHeartMedia, Inc. Cash-Settled Restricted Stock Unit Award Agreement (for Pittman/Bressler)
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.INS*						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*						Inline XBRL Taxonomy Extension Schema Document
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*						Inline XBRL Taxonomy Extension Definition Document
104*						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

____________

* Filed herewith.

** Furnished herewith.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		IHEARTMEDIA, INC.

~~November 3, 2022~~Date:	August 8, 2023	/s/ SCOTT D. HAMILTON
		Scott D. Hamilton
		Senior Vice President, Chief Accounting Officer and Assistant Secretary

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