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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 30, 2024
☐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)
Delaware26-0241222
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer Identification No.)
20880 Stone Oak Parkway
San Antonio, Texas78258
(Address of principal executive offices)(Zip Code)
(210) 822-2828
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.001 per shareIHRTThe 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 the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
ClassOutstanding at November 4, 2024
~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~
Class A Common Stock, $.001 par value125,788,438 
Class B Common Stock, $.001 par value21,285,914 



IHEARTMEDIA, INC.
INDEX


PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
IHEARTMEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)September 30,
2024		December 31,
2023
(Unaudited)
CURRENT ASSETS
Cash and cash equivalents$431,764 $346,382 
Accounts receivable, net of allowance of $40,479 in 2024 and $38,055 in 2023
894,468 1,041,214 
Prepaid expenses148,021 93,131 
Other current assets33,778 26,189 
Total Current Assets1,508,031 1,506,916 
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, net500,171 558,865 
INTANGIBLE ASSETS AND GOODWILL
Indefinite-lived intangibles - licenses809,928 1,113,979 
Other intangibles, net988,800 1,173,210 
Goodwill1,105,347 1,721,483 
OTHER ASSETS
Operating lease right-of-use assets670,959 704,992 
Other assets195,774 173,166 
Total Assets$5,779,010 $6,952,611 
CURRENT LIABILITIES  
Accounts payable$235,756 $236,162 
Current operating lease liabilities70,360 73,832 
Accrued expenses258,685 317,575 
Accrued interest51,537 61,987 
Deferred revenue162,934 158,540 
Current portion of long-term debt1,059 340 
Total Current Liabilities780,331 848,436 
Long-term debt5,220,788 5,214,810 
Noncurrent operating lease liabilities721,734 762,820 
Deferred income taxes272,516 339,768 
Other long-term liabilities193,062 171,535 
Commitments and contingent liabilities (Note 6)
STOCKHOLDERS' DEFICIT
Noncontrolling interest5,236 9,397 
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 and outstanding 127,344,725 and 124,299,288 shares in 2024 and 2023, respectively
128 125 
Class B Common Stock, par value $.001 per share, authorized 1,000,000,000 shares, issued and outstanding 21,285,914 and 21,347,363 shares in 2024 and 2023, respectively
21 21 
Special Warrants, 5,039,323 and 5,101,870 issued and outstanding in 2024 and 2023, respectively
— — 
Additional paid-in capital2,969,013 2,947,096 
Accumulated deficit(4,371,573)(3,330,142)
Accumulated other comprehensive loss(1,334)(1,128)
Cost of shares (1,567,688 in 2024 and 983,589 in 2023) held in treasury
(10,912)(10,127)
Total Stockholders' Deficit(1,409,421)(384,758)
Total Liabilities and Stockholders' Deficit$5,779,010 $6,952,611 
See Notes to Consolidated Financial Statements
1

IHEARTMEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)
(In thousands, except per share data)Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Revenue$1,008,133 $952,989 $2,736,263 $2,684,242 
Operating expenses:
Direct operating expenses (excludes depreciation and amortization)409,745 379,997 1,133,154 1,079,678 
Selling, general and administrative expenses (excludes depreciation and amortization)418,833 393,628 1,235,591 1,190,202 
Depreciation and amortization101,331 106,451 310,849 323,028 
Impairment charges412 570 922,144 965,087 
Other operating expense1,092 3,378 2,180 3,338 
Operating income (loss)76,720 68,965 (867,655)(877,091)
Interest expense, net95,715 99,509 286,807 293,659 
Gain (loss) on investments, net(103)(7,381)91,479 (19,924)
Equity in loss of nonconsolidated affiliates(2,587)(3,514)(2,693)(3,518)
Gain on extinguishment of debt— 23,947 — 51,474 
Other income (expense), net1,195 (738)468 (1,109)
Loss before income taxes(20,490)(18,230)(1,065,208)(1,143,827)
Income tax benefit (expense)(20,835)9,261 23,786 29,513 
Net loss(41,325)(8,969)(1,041,422)(1,114,314)
Less amount attributable to noncontrolling interest(60)84 9 1,469 
Net loss attributable to the Company$(41,265)$(9,053)$(1,041,431)$(1,115,783)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments262 (332)(206)(455)
Other comprehensive income (loss), net of tax262 (332)(206)(455)
Comprehensive loss(41,003)(9,385)(1,041,637)(1,116,238)
Less amount attributable to noncontrolling interest— — — — 
Comprehensive loss attributable to the Company$(41,003)$(9,385)$(1,041,637)$(1,116,238)
Net loss attributable to the Company per common share:
     Basic$(0.27)$(0.06)$(6.90)$(7.48)
Weighted average common shares outstanding - Basic151,990 149,695 150,978 149,084 
     Diluted$(0.27)$(0.06)$(6.90)$(7.48)
Weighted average common shares outstanding - Diluted151,990 149,695 150,978 149,084 

See Notes to Consolidated Financial Statements
2

IHEARTMEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
(UNAUDITED)
(In thousands, except share data)Controlling Interest
Common Shares(1)
Non-
controlling
Interest		Common
Stock		Additional
Paid-in
Capital		Accumulated DeficitAccumulated
Other
Comprehensive Loss		Treasury
Stock
Class A
Shares		Class B
Shares		Special WarrantsTotal
Balances at
June 30, 2024
126,905,933 21,344,390 5,043,307 $5,683 $148 $2,962,275 $(4,330,308)$(1,596)$(10,845)$(1,374,643)
Net loss(60)— — (41,265)— — (41,325)
Vesting of restricted stock and other
376,332 — 1 (1)— — (67)(67)
Share-based compensation — — 6,739 — — — 6,739 
Dividend declared and paid to noncontrolling interests(387)— — — — — (387)
Conversion of Special Warrants to Class A or Class B Shares3,984 (3,984)— — — — — — — 
Conversion of Class B Shares to Class A Shares
58,476 (58,476)— — — — — — — 
Other comprehensive income— — — — 262 — 262 
Balances at
September 30, 2024
127,344,725 21,285,914 5,039,323 $5,236 $149 $2,969,013 $(4,371,573)$(1,334)$(10,912)$(1,409,421)


(In thousands, except share data)Controlling Interest
Common Shares(1)
Non-
controlling
Interest		Common
Stock		Additional
Paid-in
Capital		Accumulated DeficitAccumulated
Other
Comprehensive Loss		Treasury
Stock
Class A SharesClass B
Shares		Special WarrantsTotal
Balances at
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)
Net income (loss)84 — — (9,053)— — (8,969)
Vesting of restricted stock and other218,113 — 1 (1)— — (229)(229)
Share-based compensation
— — 7,734 — — — 7,734 
Dividend declared and paid to noncontrolling interests(1,567)— — — — — (1,567)
Conversion of Special Warrants to Class A and Class B Shares
9,185 — (9,185)— — — — — — — 
Other comprehensive loss— — — — (332)— (332)
Balances at
September 30, 2023
124,273,910 21,347,363 5,101,870 $8,868 $146 $2,939,331 $(3,343,265)$(1,786)$(10,115)$(406,821)
(1) The Company's Preferred Stock is not presented in the data above as there were no shares issued and outstanding in 2024 or 2023.
See Notes to Consolidated Financial Statements
3

IHEARTMEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
(UNAUDITED)
(In thousands, except share data)Controlling Interest
Common Shares(1)
Non-
controlling
Interest		Common
Stock		Additional
Paid-in
Capital		Accumulated DeficitAccumulated
Other
Comprehensive Loss		Treasury
Stock
Class A SharesClass B
Shares		Special WarrantsTotal
Balances at
December 31, 2023
124,299,288 21,347,363 5,101,870 $9,397 $146 $2,947,096 $(3,330,142)$(1,128)$(10,127)$(384,758)
Net income (loss)9 — — (1,041,431)— — (1,041,422)
Vesting of restricted stock and other2,921,441 — 3 (3)— — (785)(785)
Share-based compensation
— — 21,920 — — — 21,920 
Dividends declared and paid to noncontrolling interests(4,170)— — — — — (4,170)
Conversion of Special Warrants to Class A and Class B Shares
62,547 (62,547)— — — — — — — 
Conversion of Class B Shares to Class A Shares61,449 (61,449)— — — — — — — 
Other comprehensive loss— — — — (206)— (206)
Balances at
September 30, 2024
127,344,725 21,285,914 5,039,323 $5,236 $149 $2,969,013 $(4,371,573)$(1,334)$(10,912)$(1,409,421)

(In thousands, except share data)Controlling Interest
Common Shares(1)
Non-
controlling
Interest		Common
Stock		Additional
Paid-in
Capital		Accumulated DeficitAccumulated
Other
Comprehensive Loss		Treasury
Stock
Class A SharesClass B
Shares		Special WarrantsTotal
Balances at
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)1,469 — — (1,115,783)— — (1,114,314)
Vesting of restricted stock and other1,764,225 — 2 (2)— — (1,181)(1,181)
Share-based compensation
— — 26,833 — — — 26,833 
Dividends declared and paid to noncontrolling interests(2,210)— — — — — (2,210)
Conversion of Special Warrants to Class A and Class B Shares
9,383 59 (9,442)— — — — — — — 
Conversion of Class B Shares to Class A Shares129,877 (129,877)— — — — — — — 
Other comprehensive loss— — — — (455)— (455)
Balances at
September 30, 2023
124,273,910 21,347,363 5,101,870 $8,868 $146 $2,939,331 $(3,343,265)$(1,786)$(10,115)$(406,821)
(1) The Company's Preferred Stock is not presented in the data above as there were no shares issued and outstanding in 2024, 2023 or 2022.
See Notes to Consolidated Financial Statements
4

IHEARTMEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)Nine Months Ended September 30,
20242023
Cash flows from operating activities:
Net loss$(1,041,422)$(1,114,314)
Reconciling items:
Impairment charges922,144 965,087 
Depreciation and amortization310,849 323,028 
Deferred taxes(67,239)(107,089)
Provision for doubtful accounts13,774 22,914 
Amortization of deferred financing charges and note discounts, net5,247 5,026 
Share-based compensation21,920 26,833 
Loss on disposal of operating and other assets1,090 1,706 
(Gain) Loss on investments(91,479)19,924 
Equity in loss of nonconsolidated affiliates2,693 3,518 
Gain on extinguishment of debt— (51,474)
Barter and trade income(28,779)(21,419)
Other reconciling items, net273 800 
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
Decrease in accounts receivable128,433 30,769 
Increase in prepaid & other current assets(46,938)(56,835)
Decrease in other long-term assets347 401 
Increase (Decrease) in accounts payable4,229 (60,748)
Increase (Decrease) in accrued expenses(57,051)43,107 
Decrease in accrued interest(10,451)(11,539)
Increase in deferred revenue2,048 42,497 
Increase (Decrease) in other long-term liabilities529 (3,234)
Cash provided by operating activities70,217 58,958 
Cash flows from investing activities:
Proceeds from sale of investments101,756 3,106 
Purchases of property, plant and equipment(72,174)(90,456)
Proceeds from disposal of assets254 54,101 
Change in other, net(6,319)(6,742)
Cash provided by (used for) investing activities23,517 (39,991)
Cash flows from financing activities:
Payments on long-term debt and credit facilities(586)(138,565)
Dividends and other payments to noncontrolling interests(4,170)(2,210)
Change in other, net(3,687)(1,182)
Cash used for financing activities(8,443)(141,957)
Effect of exchange rate changes on cash, cash equivalents and restricted cash91 (192)
Net increase (decrease) in cash, cash equivalents and restricted cash85,382 (123,182)
Cash, cash equivalents and restricted cash at beginning of period346,382 336,661 
Cash, cash equivalents and restricted cash at end of period$431,764 $213,479 
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest$301,900 $304,216 
Cash paid for income taxes3,675 13,254 
See Notes to Consolidated Financial Statements
5


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, 2023.
The Company reports based on three reportable segments:
▪the Multiplatform Group, which includes the Company's Broadcast radio, Networks and Sponsorships and Events businesses;
▪the Digital Audio Group, which includes all of the Company's Digital businesses, including Podcasting; and
▪the Audio & Media Services Group, which includes Katz Media 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, cash flows, and cost of capital are impacted by changes in economic conditions. Higher interest rates and inflation have contributed to a challenging macroeconomic environment since 2022. This challenging environment has led to broader market uncertainty which has impacted the Company's revenues and cash flows. The current market uncertainty and macroeconomic conditions, a recession, or a downturn in the U.S. economy could have a significant impact on the Company's ability to generate revenue and cash flows.
The challenging environment has resulted in lower advertising spending by businesses and has delayed our expected recovery. In addition, this economic uncertainty has had a significant impact on the trading values of the Company's debt and equity securities for a sustained period. The Company therefore performed an interim impairment test as of June 30, 2024 on the goodwill recorded in its reporting units, as well as its indefinite-lived Federal Communication Commission ("FCC") licenses. The June 30, 2024 testing resulted in non-cash impairment charges of $616.1 million and $304.1 million to reduce the goodwill and FCC license balances, respectively. The Company performs its annual impairment test on goodwill and indefinite-lived FCC licenses, as of July 1 of each year. No impairment was required in the third quarter as part of the 2024 annual impairment testing.
As of September 30, 2024, the Company had approximately $431.8 million in cash and cash equivalents, and the $450.0 million senior secured asset-based revolving credit facility entered into on May 17, 2022 (the "ABL Facility") had a facility size of $450.0 million, no outstanding borrowings and $23.7 million of outstanding letters of credit, resulting in $426.3 million of borrowing base availability. The Company's total available liquidity as of September 30, 2024 was $858.1 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 to conform to the 2024 presentation.
6


IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Restricted Cash 
As of September 30, 2024 and December 31, 2023, the Company did not have any restricted cash balances on the Consolidated Balance Sheets.
Certain Relationships and Related Party Transactions
From time to time, certain companies in which the Company holds minority equity interests, purchase advertising in the ordinary course. None of these ordinary course transactions have had a material impact on the Company.
New Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued Update 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of the title and position of the Chief Operating Decision Maker (“CODM”), an explanation of how the CODM uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources, and disclosure of expenses provided to the CODM that are included within the reported measure of segment profit or loss. The amendments of ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and should be applied retrospectively to all periods presented. The Company is currently evaluating the impact of this standard on our disclosures.
In December 2023, the FASB issued Update 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the disclosure requirements for income tax rate reconciliation, domestic and foreign income taxes, and unrecognized tax benefits. The amendments of ASU 2023-09 are effective for annual periods beginning after December 15, 2024. Early adoption is permitted, and should be applied prospectively. We are currently evaluating the impact of this standard on our annual disclosures, including timing of adoption.

7


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 months ended September 30, 2024 and 2023:
(In thousands)Multiplatform GroupDigital Audio GroupAudio & Media Services GroupEliminationsConsolidated
Three Months Ended September 30, 2024
Revenue from contracts with customers:
  Broadcast Radio(1)
$448,808 $— $— $— $448,808 
  Networks(2)
115,310 — — — 115,310 
  Sponsorship and Events(3)
50,329 — — — 50,329 
  Digital, excluding Podcast(4)
— 186,996 — (1,189)185,807 
  Podcast(5)
— 114,045 — — 114,045 
  Audio & Media Services(6)
— — 90,050 (1,313)88,737 
  Other(7)
4,978 — — — 4,978 
     Total619,425 301,041 90,050 (2,502)1,008,014 
Revenue from leases(8)
119 — — — 119 
Revenue, total$619,544 $301,041 $90,050 $(2,502)$1,008,133 
Three Months Ended September 30, 2023
Revenue from contracts with customers:
  Broadcast Radio(1)
$455,103 $— $— $— $455,103 
  Networks(2)
116,334 — — — 116,334 
  Sponsorship and Events(3)
49,500 — — — 49,500 
  Digital, excluding Podcast(4)
— 164,559 — (1,222)163,337 
  Podcast(5)
— 102,663 — — 102,663 
  Audio & Media Services(6)
— — 61,979 (1,373)60,606 
  Other(7)
5,210 — — — 5,210 
Total626,147 267,222 61,979 (2,595)952,753 
Revenue from leases(8)
236 — — — 236 
Revenue, total$626,383 $267,222 $61,979 $(2,595)$952,989 

8


IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(In thousands)Multiplatform GroupDigital Audio GroupAudio & Media Services GroupEliminationsConsolidated
Nine Months Ended September 30, 2024
Revenue from contracts with customers:
  Broadcast Radio(1)
$1,233,636 $— $— $— $1,233,636 
  Networks(2)
323,952 — — — 323,952 
  Sponsorship and Events(3)
117,279 — — — 117,279 
  Digital, excluding Podcast(4)
— 516,433 — (3,549)512,884 
  Podcast(5)
— 309,190 — — 309,190 
  Audio & Media Services(6)
— — 229,300 (4,025)225,275 
  Other(7)
13,503 — — — 13,503 
Total1,688,370 825,623 229,300 (7,574)2,735,719 
Revenue from leases(8)
544 — — — 544 
Revenue, total$1,688,914 $825,623 $229,300 $(7,574)$2,736,263 
Nine Months Ended September 30, 2023
Revenue from contracts with customers:
  Broadcast Radio(1)
$1,267,493 $— $— $— $1,267,493 
  Networks(2)
346,456 — — — 346,456 
  Sponsorship and Events(3)
120,297 — — — 120,297 
  Digital, excluding Podcast(4)
— 475,291 — (3,627)471,664 
  Podcast(5)
— 276,181 — — 276,181 
  Audio & Media Services(6)
— — 189,134 (4,077)185,057 
  Other(7)
15,719 — — — 15,719 
Total1,749,965 751,472 189,134 (7,704)2,682,867 
Revenue from leases(8)
1,375 — — — 1,375 
Revenue, total$1,751,340 $751,472 $189,134 $(7,704)$2,684,242 

(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.
9


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,
(In thousands)2024202320242023
  Trade and barter revenues$87,768 $77,228 $198,350 $175,492 
  Trade and barter expenses67,243 49,995 159,210 128,902 

In addition to the trade and barter revenue in the table above, the Company recognized $13.3 million and $9.7 million during the three months ended September 30, 2024 and 2023, respectively, and $28.8 million and $21.4 million during the nine months ended September 30, 2024 and 2023, 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,
(In thousands)2024202320242023
Deferred revenue from contracts with customers:
  Beginning balance(1)
$181,883 $184,827 $181,899 $157,910 
    Revenue recognized, included in beginning balance(63,013)(73,407)(115,463)(102,588)
    Additions, net of revenue recognized during period, and other64,627 84,600 117,061 140,698 
  Ending balance$183,497 $196,020 $183,497 $196,020 
(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 30, 2024, the Company expects to recognize $246.2 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.

10


IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Revenue from Leases
As of September 30, 2024, the future lease payments to be received by the Company are as follows:
(In thousands)
2024$100 
2025149 
202682 
202741 
202825 
Thereafter5 
  Total$402 

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.
On September 29, 2023, the Company completed the sale of 122 of our broadcast tower sites and related assets for $45.3 million and entered into operating leases for the use of space on 121 of the broadcast tower sites and related assets sold. The Company realized a net loss of $3.2 million on the sale, which was recorded in Other Operating Expense, net in the Statement of Comprehensive Loss. The leases are for an initial term of ten years and include four optional five-year renewal periods. In connection with the transaction, the Company recorded ROU assets and lease liabilities with aggregate values of $26.3 million related to these leases.
The Company tests for impairment of assets whenever events and circumstances indicate that such assets might be impaired. During the nine months ended September 30, 2024, the Company recognized non-cash impairment charges of $1.5 million due to changes in sublease assumptions for ROU assets related to certain operating leases for which management has made proactive decisions to abandon and sublease in connection with strategic actions to streamline the Company’s real estate footprint. There were no lease impairments recognized during the three months ended September 30, 2024. During the three and nine months ended September 30, 2023, the Company recognized non-cash impairment charges of $0.6 million and $6.1 million, respectively, due to changes in sublease assumptions for ROU assets.
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."
11


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)20242023
Cash paid for amounts included in measurement of operating lease liabilities$112,468 $104,784 
Lease liabilities arising from obtaining right-of-use assets(1)
15,542 37,736 
(1) Lease liabilities from obtaining right-of-use assets include new leases entered into during the nine months ended September 30, 2024 and 2023, 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 $16.2 million and $16.4 million for the three months ended September 30, 2024 and 2023, respectively. The non-cash operating lease expense was $47.7 million and $50.9 million for the nine months ended September 30, 2024 and 2023, respectively.
NOTE 4 – PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND GOODWILL
Property, Plant and Equipment
The Company’s property, plant and equipment consisted of the following classes of assets:
(In thousands)September 30,
2024		December 31,
2023
Land, buildings and improvements$328,606 $316,655 
Towers, transmitters and studio equipment205,035 195,609 
Computer equipment and software708,795 685,417 
Furniture and other equipment55,726 47,684 
Construction in progress27,849 16,473 
1,326,011 1,261,838 
Less: accumulated depreciation825,840 702,973 
Property, plant and equipment, net$500,171 $558,865 
Indefinite-lived Intangible Assets
The Company’s indefinite-lived intangible assets consist of FCC broadcast licenses in its Multiplatform Group segment.
The Company performs its annual impairment test on goodwill and indefinite-lived FCC licenses, as of July 1 of each year. In addition, the Company tests for impairment of intangible assets whenever events and circumstances indicate that such assets might be impaired.

As discussed in Note 1, Basis of Presentation, economic uncertainty due 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 Company's revenues, cash flows and trading values of the Company's debt and equity securities for a sustained period. As a result, the Company performed an interim impairment test as of June 30, 2024 on its FCC licenses, which resulted in a non-cash impairment charge of $304.1 million in the second quarter of 2024. No impairment was identified related to our FCC licenses as part of the 2024 annual impairment test performed during the third quarter of 2024.

12


IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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.
(In thousands)September 30, 2024December 31, 2023
Gross Carrying AmountAccumulated AmortizationGross Carrying AmountAccumulated Amortization
Customer / advertiser relationships$1,652,623 $(925,798)$1,652,623 $(800,377)
Talent and other contracts338,900 (235,320)338,900 (203,479)
Trademarks and tradenames335,912 (181,955)335,912 (156,468)
Other18,003 (13,565)18,003 (11,904)
Total$2,345,438 $(1,356,638)$2,345,438 $(1,172,228)
Total amortization expense related to definite-lived intangible assets for the Company for the three months ended September 30, 2024 and 2023 was $61.2 million and $61.7 million, respectively. Total amortization expense related to definite-lived intangible assets for the Company for the nine months ended September 30, 2024 and 2023 was $184.3 million and $185.3 million, respectively.
The following table presents the Company’s estimate of amortization expense for each of the five succeeding fiscal years for definite-lived intangible assets:
(In thousands)
2025$213,758 
2026201,512 
2027176,171 
2028160,395 
2029121,622 

13


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 GroupDigital Audio GroupAudio & Media Services GroupConsolidated
Balance as of December 31, 2023(1)
$1,340,459 $311,426 $69,598 $1,721,483 
Impairment(608,958)— (7,127)(616,085)
Foreign currency— (73)22 (51)
Balance as of September 30, 2024
$731,501 $311,353 $62,493 $1,105,347 
Cumulative Impairment$1,954,895 $439,383 $41,642 $2,435,920 
(1) Beginning goodwill balance is presented net of prior accumulated impairment losses of $1.3 billion related to our Multiplatform Group, $439.4 million related to our Digital Audio Group and $34.5 million related to our Audio & Media Services Group.
Goodwill Impairment
The Company performs its impairment test for each reporting unit’s goodwill as of July 1 of each year. The Company also tests goodwill at interim dates if events or changes in circumstances indicate that goodwill might be impaired.

As discussed above, economic uncertainty has had a significant impact on the Company's revenue, cash flows, and the trading values of the Company's debt and equity securities for a sustained period. As a result, the Company performed an interim impairment test as of June 30, 2024 on its goodwill, resulting in a non-cash impairment charge of $616.1 million in the second quarter of 2024. No impairment was identified related to our goodwill balance as part of the 2024 annual impairment test performed during the third quarter of 2024.

NOTE 5 – LONG-TERM DEBT
Long-term debt outstanding for the Company consisted of the following:
(In thousands)September 30, 2024December 31, 2023
Term Loan Facility due 2026$1,864,032 $1,864,032 
Incremental Term Loan Facility due 2026401,220 401,220 
Asset-based Revolving Credit Facility due 2027(1)
— — 
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(2)
3,076 3,367 
Total consolidated secured debt4,318,328 4,318,619 
8.375% Senior Unsecured Notes due 2027
916,357 916,357 
Other unsecured subsidiary debt2,191 — 
Original issue discount(5,213)(7,558)
Long-term debt fees(9,816)(12,268)
Total debt5,221,847 5,215,150 
Less: Current portion1,059 340 
Total long-term debt$5,220,788 $5,214,810 
(1)As of September 30, 2024, the ABL Facility had a facility size of $450.0 million, no outstanding borrowings and $23.7 million of outstanding letters of credit, resulting in $426.3 million of borrowing base availability.
(2)Other secured subsidiary debt consists of finance lease obligations maturing at various dates from 2025 through 2045.
14


IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The Company’s weighted average interest rate was 7.1% and 7.3% as of September 30, 2024 and December 31, 2023, respectively. The aggregate market value of the Company’s debt based on market prices for which quotes were available was approximately $3.9 billion and $4.2 billion as of September 30, 2024 and December 31, 2023, 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. As of September 30, 2024, the Company was in compliance with all covenants related to our debt agreements.
On June 15, 2023, iHeartCommunications, Inc. ("iHeartCommunications"), a wholly-owned subsidiary of iHeartMedia, 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%.
As further described under Note 10, Subsequent Events, on November 6, 2024, the Company entered into a transaction support agreement (the "TSA") pursuant to which, among other transactions described in Note 10, certain lenders and holders (or their managers, advisors, or sub-advisors) of iHeartCommunications' outstanding notes and term loans (collectively, the "Supporting Holders") have agreed to the terms of, and to support, (i) exchange offer transactions that will be offered to all holders of the Company's Existing Debt (as defined in Note 10), consisting of two alternative exchange transaction structures, each of which will extend the maturity of the Existing Debt tendered in the exchange offer transactions by three years, and (ii) concurrent consent solicitations to amend certain provisions in the indentures and credit agreement governing the Existing Debt. In the first transaction structure, if certain thresholds of holder participation are met, iHeartCommunications will issue new secured debt in exchange for the Existing Debt held by participating holders. Alternatively, if certain thresholds of holder participation are not met, newly-formed subsidiaries of the Company holding certain transferred assets and an intercompany note (to be issued by iHeartMedia + Entertainment, Inc., a wholly owned subsidiary of iHeartCommunications) will issue new secured debt in exchange for the Existing Debt held by participating holders.
Concurrently with entry into the TSA and as further described under Note 10, the Company also entered into an amendment to the ABL Facility to, among other things, permit both exchange transaction alternative and other related transactions, amend certain provisions and increase the interest rate on the ABL Facility by (a) if the first transaction is consummated, 0.50%, and (b) if the alternative transaction is consummated, 1.00%. Such amendments will become effective upon the satisfaction or waiver of certain conditions.

Surety Bonds and Letters of Credit
As of September 30, 2024, the Company and its subsidiaries had outstanding surety bonds and commercial standby letters of credit of $8.9 million and $23.7 million, respectively. These surety bonds and letters of credit relate to various operational matters including insurance, lease and performance bonds as well as other items.



15


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

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 of 1934, as amended (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 (the "2020 Declaratory Ruling").

NOTE 7 – INCOME TAXES
The Company’s income tax benefit (expense) consisted of the following components:
(In thousands)Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Current tax expense$(23,066)$(38,930)$(43,453)$(77,576)
Deferred tax benefit2,231 48,191 67,239 107,089 
Income tax benefit (expense)$(20,835)$9,261 $23,786 $29,513 

The effective tax rates for the Company for the three and nine months ended September 30, 2024 were (101.7)% and 2.2%, respectively. The three month effective tax rate was primarily impacted by changes in the forecasted increase in valuation allowances recorded against certain deferred assets, related primarily to disallowed interest expense carryforwards due to uncertainty regarding the Company's ability to utilize those assets in future periods. The nine month effective tax rate was primarily impacted by impairment charges to non-deductible goodwill recorded during the second quarter of 2024, as discussed in Note 4, Property, Plant, and Equipment, Intangibles, and Goodwill as well as the valuation allowance changes noted above.

The effective tax rates for the Company for the three and nine months ended September 30, 2023 were 50.8% and 2.6%, respectively. The three month effective tax rate was 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. The nine month effective tax rate was primarily impacted by impairment charges to non-deductible goodwill recorded during the second quarter of 2023.


NOTE 8 – STOCKHOLDERS' 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, the 2021 Long-Term Incentive Award Plan (the “2021 Plan”) was approved by stockholders and replaced the 2019 Plan. Pursuant
16


IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
to the 2021 Plan, the 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 in the Consolidated Statements of Comprehensive Loss. The Company periodically issues restricted stock units ("RSUs") and performance-based RSUs ("Performance RSUs") to certain key employees, some of which are settled in cash. The RSUs vest solely due to continued service over time. The Performance RSUs generally vest upon the achievement of certain market goals, performance goals, and continued service. The majority of these awards are being measured over an 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.
The following table presents the Company's total share based compensation expense by award type:

(In thousands)Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
RSUs$5,636 $5,112 $15,647 $16,750 
Performance RSUs2,150 2,288 6,351 6,520 
Options477 791 1,965 4,285 
Total Share Based Compensation Expense(1)
$8,263 $8,191 $23,963 $27,555 
(1) Total share based compensation expense includes $1.5 million and $2.0 million of expense from cash settled awards for the three and nine months ended September 30, 2024, respectively. Total share based compensation expense includes $0.4 million and $0.7 million of expense from cash settled awards for the three and nine months ended September 30, 2023, respectively.

As of September 30, 2024, there was $38.1 million of unrecognized compensation cost related to share-based compensation arrangements. This cost is expected to be recognized over a weighted average period of approximately 1.6 years and assumes Performance RSUs will be fully earned at target.
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 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 months ended September 30, 2024 and 2023 there were 3,984 and 9,185 Special Warrants, respectively, exercised for shares of Class A common stock. During the three months ended September 30, 2024 and 2023 there were no Special Warrants exercised for Class B common stock.

During the nine months ended September 30, 2024 and 2023, there were 62,547 and 9,383 Special Warrants, respectively, exercised for shares of Class A common stock. During the nine months ended September 30, 2023, there were 59 Special Warrants exercised for Class B common stock. There were no Special Warrants exercised for Class B common stock during the nine months ended September 30, 2024.

17


IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
During the three months ended September 30, 2024 and 2023 stockholders converted 58,476 and no shares, respectively, of the Class B common stock into Class A common stock. During the nine months ended September 30, 2024 and 2023, stockholders converted 61,449 and 129,877 shares, respectively, of the Class B common stock into Class A common stock.

Computation of Loss per Share
(In thousands, except per share data)Three Months Ended
September 30,		Nine Months Ended
September 30,
 2024202320242023
NUMERATOR:    
Net loss attributable to the Company – common shares$(41,265)$(9,053)$(1,041,431)$(1,115,783)
DENOMINATOR(1):
   
Weighted average common shares outstanding - basic151,990 149,695 150,978 149,084 
  Stock options and restricted stock(2):
— — — — 
Weighted average common shares outstanding - diluted151,990 149,695 150,978 149,084 
Net loss attributable to the Company per common share:   
Basic$(0.27)$(0.06)$(6.90)$(7.48)
Diluted(0.27)(0.06)(6.90)(7.48)
(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 months ended September 30, 2024 and 2023.
(2) Outstanding equity service awards representing 14.8 million and 14.6 million shares of Class A common stock of the Company for the three months ended September 30, 2024 and 2023, respectively, and 15.2 million and 13.3 million for the nine months ended September 30, 2024 and 2023, 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.


18


IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following tables present the Company's segment results:
Segments
(In thousands)Multiplatform GroupDigital Audio GroupAudio & Media Services GroupCorporate and other reconciling itemsEliminationsConsolidated
Three Months Ended September 30, 2024
Revenue$619,544 $301,041 $90,050 $— $(2,502)$1,008,133 
Operating expenses(1)
489,672 201,035 45,641 69,702 (2,502)803,548 
Segment Adjusted EBITDA(2)
$129,872 $100,006 $44,409 $(69,702)$— $204,585 
Depreciation and amortization(101,331)
Impairment charges(412)
Other operating expense, net(1,092)
Restructuring expenses(16,767)
Share-based compensation expense(8,263)
Operating income$76,720 
Intersegment revenues$— $1,189 $1,313 $— $— $2,502 
Capital expenditures13,615 5,924 1,376 8,505 — 29,420 
Share-based compensation expense— — — 8,263 — 8,263 

Segments
(In thousands)Multiplatform GroupDigital Audio GroupAudio & Media Services GroupCorporate and other reconciling itemsEliminationsConsolidated
Three Months Ended September 30, 2023
Revenue$626,383 $267,222 $61,979 $— $(2,595)$952,989 
Operating expenses(1)
463,939 173,565 45,003 69,295 (2,595)749,207 
Segment Adjusted EBITDA(2)
$162,444 $93,657 $16,976 $(69,295)$— $203,782 
Depreciation and amortization(106,451)
Impairment charges(570)
Other operating expense, net(3,378)
Restructuring expenses(16,227)
Share-based compensation expense(8,191)
Operating income$68,965 
Intersegment revenues$— $1,222 $1,373 $— $— $2,595 
Capital expenditures10,822 6,069 1,509 10,118 — 28,518 
Share-based compensation expense— — — 8,191 — 8,191 
19


IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Segments
(In thousands)Multiplatform GroupDigital Audio GroupAudio & Media Services GroupCorporate and other reconciling itemsEliminationsConsolidated
Nine Months Ended September 30, 2024
Revenue$1,688,914 $825,623 $229,300 $— $(7,574)$2,736,263 
Operating expenses(1)
1,377,597 565,620 137,347 203,864 (7,574)2,276,854 
Segment Adjusted EBITDA(2)
$311,317 $260,003 $91,953 $(203,864)$— $459,409 
Depreciation and amortization(310,849)
Impairment charges(922,144)
Other operating expense, net(2,180)
Restructuring expenses(67,928)
Share-based compensation expense(23,963)
Operating loss$(867,655)
Intersegment revenues$— $3,549 $4,025 $— $— $7,574 
Capital expenditures38,214 17,043 5,800 11,117 — 72,174 
Share-based compensation expense— — — 23,963 — 23,963 

Segments
(In thousands)Multiplatform GroupDigital Audio GroupAudio & Media Services GroupCorporate and other reconciling itemsEliminationsConsolidated
Nine Months Ended September 30, 2023
Revenue$1,751,340 $751,472 $189,134 $— $(7,704)$2,684,242 
Operating expenses(1)
1,339,441 519,115 138,315 206,689 (7,704)2,195,856 
Segment Adjusted EBITDA(2)
$411,899 $232,357 $50,819 $(206,689)$— $488,386 
Depreciation and amortization(323,028)
Impairment charges(965,087)
Other operating expense, net(3,338)
Restructuring expenses(46,469)
Share-based compensation expense(27,555)
Operating loss$(877,091)
Intersegment revenues$— $3,627 $4,077 $— $— $7,704 
Capital expenditures52,116 17,348 6,300 14,692 — 90,456 
Share-based compensation expense— — — 27,555 — 27,555 
(1) Operating expenses consist of Direct operating and SG&A expenses, excluding Restructuring and share-based compensation expenses.
(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 loss, please see "Reconciliation of Operating income (loss) to Adjusted EBITDA" and "Reconciliation of Net loss to EBITDA and Adjusted EBITDA" in Item 2 of this Quarterly Report on Form 10-Q.
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IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 10 – SUBSEQUENT EVENTS
Transaction Support Agreement and Exchange Offer
On November 6, 2024, the Company entered into the TSA with the Supporting Holders of iHeartCommunications' outstanding notes and term loans. The Supporting Holders represent approximately 77% of the aggregate principal amount of iHeartCommunications’ outstanding senior secured notes due 2026, 79% of the aggregate principal amount of its outstanding senior secured notes due 2027, 38% of the aggregate principal amount of its outstanding senior secured notes due 2028, 71% of the aggregate principal amount of its outstanding senior unsecured notes due 2027, and 92% of the aggregate principal amount of its outstanding term loans (collectively, the “Existing Debt”).
The Company and the Supporting Holders have agreed to the terms of, and to support, (i) exchange offer transactions that will be offered to all holders of the Existing Debt, consisting of two alternative exchange transaction structures, each of which will extend the maturity of the Existing Debt tendered in the exchange offer transactions by three years, and (ii) concurrent consent solicitations to amend certain provisions in the indentures and credit agreement governing the Existing Debt. In the first transaction structure, if certain thresholds of holder participation are met, iHeartCommunications will issue new secured debt in exchange for the Existing Debt held by participating holders. Alternatively, if certain thresholds of holder participation are not met, newly-formed subsidiaries of the Company holding certain transferred assets and an intercompany note (to be issued by iHeartMedia + Entertainment, Inc.) will issue new secured debt in exchange for the Existing Debt held by participating holders.
The TSA may be terminated under various circumstances, including if the exchange offer transactions are not consummated on or before December 31, 2024, unless such date is extended pursuant to the terms of the TSA.
Concurrently with entry into the TSA, the Company also entered into an amendment to its ABL Facility (the “ABL Amendment”) to, among other things, permit both exchange transaction alternatives and other transactions related to the exchange, amend certain of the covenants, default provisions contained therein, and increase the interest rate on the ABL Facility by (a) if the first transaction is consummated, 0.50%, and (b) if the alternative transaction is consummated, 1.00%. The amendments contained in the ABL Amendment will become effective upon the satisfaction or waiver of certain conditions, including the consummation of one of the transactions contemplated by the TSA. The Company anticipates commencing the exchange offer in the near term.

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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"). 
We report based on three reporting 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.

Our segment profitability metric is Segment Adjusted EBITDA, which is 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 believe the presentation of our results by segment provides insight into our broadcast radio business and our digital business. We believe that our ability to generate cash flow from operations from our businesses 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 revenue stream including Broadcast Radio, Networks, and 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, to measure the success of our enhanced marketing optimization tools. We have made significant
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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, 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.

Digital Audio Group

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

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 growing podcasting sector, and iHeartMedia is the number one podcast publisher in America. Our reach now extends across more than 500 platforms and thousands of different connected devices, and our digital business is comprised of podcasting, 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. 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, cash flows, and cost of capital are impacted by changes in economic conditions. Higher interest rates and inflation have contributed to a challenging macroeconomic environment since 2022. This challenging environment has led to broader market uncertainty which has impacted our revenues and cash flows. The current market uncertainty and macroeconomic conditions, a recession, or a downturn in the U.S. economy could have a significant impact on our ability to generate revenue and cash flows.

Cost Savings Initiatives
In the first three quarters of 2024, we implemented operating expense savings initiatives to change and streamline our organization, increase automation and use of technology, examine our sourcing strategies, and leverage our scale to drive
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greater efficiency. We have incurred certain costs in connection with executing on these initiatives and we continue to explore opportunities for further efficiencies.

Impairment Charges

Economic uncertainty due to inflation and higher interest rates since 2022 has resulted in, among other things, lower advertising spending by businesses. This economic uncertainty has delayed our expected recovery and has had an adverse impact on the Company's revenues, cash flows, and the trading values of the Company's debt and equity securities for a sustained period. This challenging environment could continue to have a significant impact on our financial results. We therefore performed interim impairment tests as of June 30, 2024 on our indefinite-lived Federal Communication Commission ("FCC") licenses and goodwill. The June 30, 2024 testing resulted in non-cash impairment charges of $304.1 million and $616.1 million to reduce the FCC license and goodwill balances, respectively.

We perform our annual impairment test on goodwill and indefinite-lived intangible assets, including FCC licenses, as of July 1 of each year. No impairment was required as part of the 2024 or 2023 annual impairment testing.    

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Executive Summary
Consolidated revenues for the third quarter of 2024 increased due to a continued increase in demand for digital advertising and increased political revenues as 2024 is a presidential election year, partially offset by lower spending on radio advertising as a result of continued uncertain market conditions.
The key developments that impacted our business during the quarter are summarized below:
•Consolidated Revenue of $1,008.1 million increased $55.1 million, or 5.8%, during the quarter ended September 30, 2024 compared to Consolidated Revenue of $953.0 million in the prior year's third quarter.
•Multiplatform Group Revenue decreased $6.8 million, or 1.1%, and Segment Adjusted EBITDA decreased $32.6 million, or 20.1%, compared to the prior year's third quarter, respectively.
•Digital Audio Group Revenue increased $33.8 million, or 12.7%, and Segment Adjusted EBITDA increased $6.3 million, or 6.8%, compared to the prior year's third quarter, respectively.
•Audio & Media Services Group Revenue increased $28.1 million, or 45.3%, and Segment Adjusted EBITDA increased $27.4 million, or 161.6%, compared to the prior year's third quarter, respectively, primarily driven by an increase in political revenue.
•Operating income of $76.7 million increased $7.7 million from $69.0 million in the prior year’s third quarter.
•Net loss of $41.3 million increased $32.3 million from $9.0 million in the prior year's third quarter.
•Cash flows provided by operating activities of $102.8 million increased from cash flow provided by operating activities of $96.2 million in the prior year's third quarter.
•Adjusted EBITDA(1) of $204.6 million, was up $0.8 million from $203.8 million in prior year's third quarter.
•Free cash flow(2) of $73.3 million increased from $67.7 million in the prior year's third quarter.

The table below presents a summary of our historical results of operations for the periods presented:
(In thousands)Three Months Ended
September 30,
20242023
Revenue$1,008,133 $952,989 
Operating income76,720 68,965 
Net loss(41,325)(8,969)
Cash provided by operating activities102,765 96,169 
Adjusted EBITDA(1)
$204,585 $203,782 
Free cash flow(2)
73,345 67,651 
(1) For a definition of Adjusted EBITDA and a reconciliation to Operating income, the most closely comparable U.S. generally accepted accounting principles ("GAAP") measure, and to Net loss, please see "Reconciliation of Operating income to Adjusted EBITDA" and "Reconciliation of Net 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 operating activities to Free cash flow” in this MD&A.

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Results of Operations
The table below presents the comparison of our historical results of operations:
(In thousands)Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Revenue$1,008,133 $952,989 $2,736,263 $2,684,242 
Operating expenses:
Direct operating expenses (excludes depreciation and amortization)
409,745 379,997 1,133,154 1,079,678 
Selling, general and administrative expenses (excludes depreciation and amortization)
418,833 393,628 1,235,591 1,190,202 
Depreciation and amortization101,331 106,451 310,849 323,028 
Impairment charges412 570 922,144 965,087 
Other operating expense1,092 3,378 2,180 3,338 
Operating income (loss)76,720 68,965 (867,655)(877,091)
Interest expense, net95,715 99,509 286,807 293,659 
Gain (loss) on investments, net(103)(7,381)91,479 (19,924)
Equity in loss of nonconsolidated affiliates(2,587)(3,514)(2,693)(3,518)
Gain on extinguishment of debt— 23,947 — 51,474 
Other income (expense), net1,195 (738)468 (1,109)
Loss before income taxes(20,490)(18,230)(1,065,208)(1,143,827)
Income tax benefit (expense)(20,835)9,261 23,786 29,513 
Net loss(41,325)(8,969)(1,041,422)(1,114,314)
Less amount attributable to noncontrolling interest
(60)84 9 1,469 
Net loss attributable to the Company$(41,265)$(9,053)$(1,041,431)$(1,115,783)

The table below presents the comparison of our revenue streams for the three and nine months ended September 30, 2024 to the three and nine months ended September 30, 2023:
(In thousands)Three Months Ended
September 30,		%Nine Months Ended
September 30,		%
20242023Change20242023Change
Broadcast Radio$448,808 $455,103 (1.4)%$1,233,636 $1,267,493 (2.7)%
Networks115,310 116,334 (0.9)%323,952 346,456 (6.5)%
Sponsorship and Events50,329 49,500 1.7 %117,279 120,297 (2.5)%
Other5,097 5,446 (6.4)%14,047 17,094 (17.8)%
Multiplatform Group619,544 626,383 (1.1)%1,688,914 1,751,340 (3.6)%
Digital, excluding Podcast186,996 164,559 13.6 %516,433 475,291 8.7 %
Podcast114,045 102,663 11.1 %309,190 276,181 12.0 %
Digital Audio Group301,041 267,222 12.7 %825,623 751,472 9.9 %
Audio & Media Services Group90,050 61,979 45.3 %229,300 189,134 21.2 %
Eliminations(2,502)(2,595)(7,574)(7,704)
Revenue, total$1,008,133 $952,989 5.8 %$2,736,263 $2,684,242 1.9 %

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Consolidated results for the three and nine months ended September 30, 2024 compared to the consolidated results for the three and nine months ended September 30, 2023 were as follows:
Revenue
Consolidated revenue increased $55.1 million during the three months ended September 30, 2024 compared to the same period of 2023 primarily due to increases in Digital Audio Group revenue and political revenue as 2024 is a presidential election year. Multiplatform Group revenue decreased $6.8 million, or 1.1%, primarily resulting from a decrease in broadcast advertising in connection with continued uncertain market conditions, partially offset by increases in political revenues and non-cash trade revenues. Digital Audio Group revenue increased $33.8 million, or 12.7%, driven primarily by continuing increases in demand for digital advertising. Audio & Media Services revenue increased $28.1 million, or 45.3%, primarily as a result of higher political revenue and an increase in digital revenue.
Consolidated revenue increased $52.0 million during the nine months ended September 30, 2024 compared to the same period of 2023. Multiplatform Group revenue decreased $62.4 million, or 3.6%, primarily resulting from a decrease in broadcast advertising in connection with continued uncertain market conditions, partially offset by increases in political revenues as 2024 is a presidential election year, and non-cash trade revenues. Digital Audio Group revenue increased $74.2 million, or 9.9%, driven primarily by continuing increases in demand for digital advertising, including podcast. Audio & Media Services revenue increased $40.2 million, or 21.2%, primarily as a result of higher political revenue, as well as digital revenue and contract termination fees earned by Katz Media.
Direct Operating Expenses
Consolidated direct operating expenses increased $29.7 million, or 7.8%, during the three months ended September 30, 2024 compared to the same period of 2023. The increase was primarily driven by higher variable content costs, including higher third-party digital costs and podcast profit sharing expenses related to the increase in digital revenues.
Consolidated direct operating expenses increased $53.5 million, or 5.0%, during the nine months ended September 30, 2024 compared to the same period of 2023. The increase was primarily driven by higher variable content costs, including higher podcast profit sharing expenses and third-party digital costs related to the increase in digital revenues.
Selling, General and Administrative (“SG&A”) Expenses
Consolidated SG&A expenses increased $25.2 million, or 6.4%, during the three months ended September 30, 2024 compared to the same period of 2023. The increase was driven primarily by higher non-cash trade expense related to the 2024 Summer Olympics and the 2024 iHeartRadio Music Festival and an increase in costs incurred in connection with executing on our cost savings initiatives.
Consolidated SG&A expenses increased $45.4 million, or 3.8%, during the nine months ended September 30, 2024 compared to the same period of 2023. The increase was driven primarily by higher non-cash trade expense related to the 2024 iHeartRadio Music Awards, the 2024 Summer Olympics, and the 2024 iHeartRadio Music Festival, as well as an increase in certain costs incurred in connection with executing on our cost savings initiatives, partially offset by lower bonus expense based on results and lower bad debt expense.
Depreciation and Amortization
Depreciation and amortization decreased $5.1 million and $12.2 million during the three and nine months ended September 30, 2024 compared to the same periods of 2023, respectively, primarily as a result of a lower fixed asset base due to lower levels of capital expenditures.

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Impairment Charges
During the nine months ended September 30, 2024 and 2023, we recorded non-cash impairment charges of $922.1 million and $965.1 million, respectively, primarily to reduce the carrying values of our indefinite-lived FCC licenses and our goodwill to their estimated fair values as a result of the interim impairment assessments performed in the second quarter of 2024 and 2023, respectively. The impairment charges resulted from the economic uncertainty due to inflation and higher interest rates that has had an adverse impact on our results and has resulted in a significant decrease in the trading values of our debt and equity securities for a sustained period.
We perform our annual impairment test on our goodwill and FCC licenses as of July 1 of each year. No impairment was required as part of the 2024 or 2023 annual impairment tests for our goodwill or FCC licenses.
Interest Expense, net
Interest expense decreased $3.8 million and $6.9 million during the three and nine months ended September 30, 2024 compared to the same periods of 2023 primarily as a result of the lower outstanding aggregate principal of iHeartCommunications, Inc.'s 8.375% Senior Unsecured Notes due 2027 due to the repurchases of $204.0 million of the notes for $147.3 million in cash during 2023.
Gain (Loss) on Investments, Net
During the nine months ended September 30, 2024, we recognized a gain on investments, net of $91.5 million, primarily due to the $101.4 million gain recognized on the sale of our investment in Broadcast Music, Inc. ("BMI") in the first quarter of 2024, partially offset by declines in the value of certain investments.
During the three and nine months ended September 30, 2023, we recognized a loss on investments, net of $7.4 million and $19.9 million, respectively, related to declines in the value of certain investments.
Gain on Extinguishment of Debt
During the three months ended September 30, 2023, we recognized a gain on extinguishment of debt of $23.9 million in connection with the open market repurchases of $89.1 million aggregate principal amount of iHeartCommunications, Inc.'s 8.375% Senior Unsecured Notes due 2027 for $65.2 million in cash. During the nine months ended September 30, 2023, we recognized a gain on extinguishment of debt of $51.5 million in connection with the open market repurchases of $189.0 million aggregate principal amount of iHeartCommunications, Inc.'s 8.375% Senior Unsecured Notes due 2027 for $137.5 million in cash. There were no repurchases during the three and nine months ended September 30, 2024.
Income Tax Benefit (Expense)
The effective tax rates for the Company for the three and nine months ended September 30, 2024 were (101.7)% and 2.2%, respectively. The three month effective tax rate was primarily impacted by changes in the forecasted increase in valuation allowances recorded 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. The nine month effective tax rate was primarily impacted by impairment charges to non-deductible goodwill recorded during the second quarter of 2024, as discussed in Note 4, Property, Plant and Equipment, Intangible Assets and Goodwill.
The effective tax rates for the Company for the three and nine months ended September 30, 2023 were 50.8% and 2.6%, respectively. The three month effective tax rate was 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. The nine month effective tax rate was primarily impacted by impairment charges to non-deductible goodwill recorded in the second quarter of 2023.
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Net Loss Attributable to the Company
Net loss attributable to the Company of $41.3 million during the three months ended September 30, 2024 reflected an increase of $32.2 million compared to Net loss attributable to the Company of $9.1 million during the three months ended September 30, 2023, primarily due to changes in the valuation allowances recorded against certain deferred tax assets as discussed above.
Net loss attributable to the Company of $1,041.4 million during the nine months ended September 30, 2024 reflected an improvement of $74.4 million compared to Net loss attributable to the Company of $1,115.8 million during the nine months ended September 30, 2023, primarily due to the $101.4 million gain recognized on the sale of our investment in BMI in the first quarter of 2024.
Multiplatform Group Results
(In thousands)Three Months Ended
September 30,		%Nine Months Ended
September 30,		%
20242023Change20242023Change
Revenue$619,544 $626,383 (1.1)%$1,688,914 $1,751,340 (3.6)%
Operating expenses(1)
489,672 463,939 5.5 %1,377,597 1,339,441 2.8 %
Segment Adjusted EBITDA$129,872 $162,444 (20.1)%$311,317 $411,899 (24.4)%
Segment Adjusted EBITDA margin21.0 %25.9 %18.4 %23.5 %
(1) Operating expenses consist of Direct operating expenses and Selling, general and administrative expenses, excluding Restructuring expenses.
Three Months
Revenue from our Multiplatform Group decreased $6.8 million compared to the prior year primarily due to a decrease in broadcast advertising in connection with continued uncertain market conditions, partially offset by an increase in political revenues and non-cash trade revenue. Broadcast revenue declined $6.3 million, or 1.4%, year-over-year, driven by lower spot revenue, partially offset by an increase in political advertising and non-cash trade revenues. Networks declined $1.0 million, or 0.9%, year-over-year. Revenue from Sponsorship and Events increased $0.8 million, or 1.7%, year-over-year.

Operating expenses increased $25.7 million, driven primarily by higher non-cash trade expense related to the 2024 Summer Olympics and the 2024 iHeartRadio Music Festival, an increase in broadcast music license fees, and an increase in tower rent as a result of the tower sale leaseback transaction completed at the end of the third quarter of 2023.
Nine Months
Revenue from our Multiplatform Group decreased $62.4 million compared to the prior year primarily due to a decrease in broadcast advertising in connection with continued uncertain market conditions, partially offset by an increase in political and non-cash trade revenues. Broadcast revenue declined $33.9 million, or 2.7%, year-over-year, driven by lower spot revenue, partially offset by an increase in political advertising and non-cash trade revenues. Networks declined $22.5 million, or 6.5%, year-over-year due primarily to the impact of non-returning advertisers. Revenue from Sponsorship and Events decreased $3.0 million, or 2.5%, year-over-year.
Operating expenses increased $38.2 million, driven primarily by higher non-cash trade expense related to the 2024 Summer Olympics, the 2024 iHeartRadio Music Festival, and the 2024 iHeartRadio Music Awards, as well as higher broadcast music license fees, and an increase in tower rent as a result of the tower sale leaseback transaction completed at the end of the third quarter of 2023.
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Digital Audio Group Results
(In thousands)Three Months Ended
September 30,		%Nine Months Ended
September 30,		%
20242023Change20242023Change
Revenue$301,041 $267,222 12.7 %$825,623 $751,472 9.9 %
Operating expenses(1)
201,035 173,565 15.8 %565,620 519,115 9.0 %
Segment Adjusted EBITDA$100,006 $93,657 6.8 %$260,003 $232,357 11.9 %
Segment Adjusted EBITDA margin33.2 %35.0 %31.5 %30.9 %
(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 $33.8 million compared to the prior year, driven by Digital, excluding Podcast revenue, which grew $22.4 million, or 13.6% year-over-year, primarily due to an increase in demand for digital advertising, and Podcast revenue which increased by $11.4 million, or 11.1% year-over-year, primarily due to the continued increase in demand for podcasting from advertisers.
Operating expenses increased $27.5 million, primarily driven by higher variable content costs, including higher podcast profit sharing and third-party digital costs related to the increase in revenues.
Nine Months
Revenue from our Digital Audio Group increased $74.2 million compared to the prior year, driven by Digital, excluding Podcast revenue, which increased $41.1 million, or 8.7% year-over-year, primarily due to an increase in demand for digital advertising, partially offset by a decrease in COVID-19 related advertisers, and Podcast revenue which increased by $33.0 million, or 12.0% year-over-year, primarily due to a continued increase in demand for podcasting from advertisers.
Operating expenses increased $46.5 million, primarily driven by higher variable content costs, including higher podcast profit sharing and third-party digital costs related to the increase in revenues.
Audio & Media Services Group Results
(In thousands)Three Months Ended
September 30,		%Nine Months Ended
September 30,		%
20242023Change20242023Change
Revenue$90,050 $61,979 45.3 %$229,300 $189,134 21.2 %
Operating expenses(1)
45,641 45,003 1.4 %137,347 138,315 (0.7)%
Segment Adjusted EBITDA$44,409 $16,976 161.6 %$91,953 $50,819 80.9 %
Segment Adjusted EBITDA margin49.3 %27.4 %40.1 %26.9 %
(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 $28.1 million compared to the prior year period, primarily due to higher political revenue as 2024 is a presidential election year and increased demand for digital advertising, partially offset by decreases in broadcast advertising.
Operating expenses increased $0.6 million, primarily driven by higher sales commissions related to the increased demand for digital advertising.
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Nine Months
Revenue from our Audio & Media Services Group increased $40.2 million compared to the prior year period primarily due to higher political revenue as 2024 is a presidential election year as well as the increased demand for digital advertising and contract termination fees earned by Katz Media.
Operating expenses decreased $1.0 million primarily as a result of our cost savings initiatives, partially offset by higher sales commissions related to increased demand for digital advertising.
Reconciliation of Operating income (loss) to Adjusted EBITDA
(In thousands)Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Operating income (loss)$76,720 $68,965 $(867,655)$(877,091)
Depreciation and amortization101,331 106,451 310,849 323,028 
Impairment charges412 570 922,144 965,087 
Other operating expense1,092 3,378 2,180 3,338 
Restructuring expenses16,767 16,227 67,928 46,469 
Share-based compensation expense8,263 8,191 23,963 27,555 
Adjusted EBITDA(1)
$204,585 $203,782 $459,409 $488,386 


Reconciliation of Net loss to EBITDA and Adjusted EBITDA
(In thousands)Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Net loss$(41,325)$(8,969)$(1,041,422)$(1,114,314)
Income tax (benefit) expense20,835 (9,261)(23,786)(29,513)
Interest expense, net95,715 99,509 286,807 293,659 
Depreciation and amortization101,331 106,451 310,849 323,028 
EBITDA $176,556 $187,730 $(467,552)$(527,140)
(Gain) loss on investments, net103 7,381 (91,479)19,924 
Gain on extinguishment of debt— (23,947)— (51,474)
Other (income) expense, net(1,195)738 (468)1,109 
Equity in loss of nonconsolidated affiliates2,587 3,514 2,693 3,518 
Impairment charges412 570 922,144 965,087 
Other operating expense1,092 3,378 2,180 3,338 
Restructuring expenses16,767 16,227 67,928 46,469 
Share-based compensation expense8,263 8,191 23,963 27,555 
Adjusted EBITDA(1)
$204,585 $203,782 $459,409 $488,386 
(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 expense. Alternatively, Adjusted EBITDA is calculated as Net loss, adjusted to exclude Income tax (benefit) expense, Interest expense, net, Depreciation and amortization, (Gain) loss on investments, net, Gain on extinguishment of debt, Other (income) expense, net, Equity in loss of nonconsolidated affiliates, Impairment charges, Other operating expense, 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
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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 loss or net 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 and compared with consolidated net income (loss), the most directly comparable GAAP financial measures, users of this financial information should consider the types of events and transactions which are excluded.
Reconciliation of Cash provided by operating activities to Free Cash Flow
(In thousands)Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Cash provided by operating activities$102,765 $96,169 $70,217 $58,958 
Purchases of property, plant and equipment(29,420)(28,518)(72,174)(90,456)
Free cash flow(1)
$73,345 $67,651 $(1,957)$(31,498)
(1)We define Free cash flow ("Free Cash Flow") as Cash provided by 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. On February 23, 2023, our Board adopted an amendment to the 2021 Plan, which provided for an increase to the shares authorized for issuance under the 2021 Plan. At our 2023 Annual Meeting of Stockholders, the amendment was approved. Pursuant to our 2021 Plan, we 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 $8.3 million and $8.2 million for the three months ended September 30, 2024 and 2023, respectively. Share-based compensation expenses were $24.0 million and $27.6 million for the nine months ended September 30, 2024 and 2023, respectively.

As of September 30, 2024, there was $38.1 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 1.6 years and assumes Performance RSUs will be fully earned at target. See Note 8, Stockholders' Deficit, for more information.


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LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
The following discussion highlights cash flow activities during the periods presented:
(In thousands)Nine Months Ended
September 30,
20242023
Cash provided by (used for):
Operating activities$70,217 $58,958 
Investing activities23,517 (39,991)
Financing activities(8,443)(141,957)
Free Cash Flow(1)
(1,957)(31,498)
(1) 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 operating activities to Free Cash Flow” in this MD&A.
Operating Activities
Cash provided by operating activities was $70.2 million during the nine months ended September 30, 2024 compared to $59.0 million during the nine months ended September 30, 2023. The increase was primarily due to an improvement in the timing of receivable collections and timing of payable payments, largely offset by a decrease in revenue from our Multiplatform Group, and an increase in cash bonus payments in 2024 compared to 2023.

Investing Activities
Cash provided by investing activities of $23.5 million during the nine months ended September 30, 2024 primarily reflects $101.4 million of proceeds received from the sale of our investment in BMI, partially offset by $72.2 million in cash used for capital expenditures. For capital expenditures during the period, we spent $38.2 million in our Multiplatform Group segment primarily related to our IT infrastructure and real estate optimization initiatives, $17.0 million in our Digital Audio Group segment primarily related to IT infrastructure, $5.8 million in our Audio & Media Services Group segment, primarily related to software, and $11.1 million in Corporate primarily related to equipment and software purchases.

Cash used for investing activities of $40.0 million during the nine months ended September 30, 2023 primarily reflects $90.4 million in cash used for capital expenditures. For capital expenditures during the period, we spent $52.1 million in our Multiplatform Group segment primarily related to our real estate optimization initiatives, $17.3 million in our Digital Audio Group segment primarily related to IT infrastructure, $6.3 million in our Audio & Media Services Group segment, primarily related to software, and $14.7 million in Corporate primarily related to equipment and software purchases. This was partially offset by the proceeds from the disposal of assets, which mainly consisted of $45.3 million related to the sale of broadcast tower sites and related assets. We are leasing back space on the broadcast towers and related assets under long-term operating leases.

Financing Activities
Cash used for financing activities totaled $8.4 million during the nine months ended September 30, 2024 primarily due to distributions to noncontrolling interest holders.

Cash used for financing activities totaled $142.0 million during the nine months ended September 30, 2023 primarily due to the repurchases of $189.0 million aggregate principal amount of our 8.375% Senior Unsecured Notes due 2027 for $137.5 million in cash, reflecting a discounted purchase price from the face value of the notes.

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Sources of Liquidity and Anticipated Cash Requirements
Our primary sources of liquidity are cash on hand, which consisted of cash and cash equivalents of $431.8 million as of September 30, 2024, cash flows from operations and borrowing capacity under our $450.0 million senior secured asset-based revolving credit facility entered into on May 17, 2022 (as amended from time to time, the "ABL Facility"). As of September 30, 2024, iHeartCommunications had no amounts outstanding under the ABL Facility, a facility size of $450.0 million and $23.7 million in outstanding letters of credit, resulting in $426.3 million of borrowing base availability. Our total available liquidity1 as of September 30, 2024 was $858.1 million.

In September 2023, we sold 122 of our broadcast tower sites and related assets for net proceeds of $45.3 million. We simultaneously leased back space on 121 of the broadcast towers and related assets under long-term operating leases.

We regularly evaluate the impact of economic conditions on our business. A challenging macroeconomic environment has led to market uncertainty which has continued to negatively impact 2024 revenues and cash flows. For the nine months ended September 30, 2024, our consolidated revenues increased compared to the nine months ended September 30, 2023 primarily due to revenue growth in our Digital Audio Group, as well as political revenue, partially offset by lower revenue in our Multiplatform Group, 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 30, 2024, 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 2024 will be to fund our working capital and maintain operations, make interest and tax payments, fund capital expenditures, make voluntary debt repayments and pursue other strategic opportunities.

Assuming the current level of borrowings and interest rates in effect at September 30, 2024, we anticipate that we will have approximately $85.4 million of cash interest payments in the remainder of 2024 compared to $88.5 million of cash interest payments during the same period in 2023, primarily due to lower interest rates on our floating rate. Future increases in interest rates could have a significant impact on our cash interest payments.

We acknowledge the challenges posed by the market uncertainty as a result of global economic and geopolitical conditions, current levels of interest rates, the continuing impact of inflation on consumer spending and in turn, advertising spend, 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. 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. 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.

Transaction Support Agreement and Exchange Offer

On November 6, 2024, we entered into a Transaction Support Agreement (the “TSA”) with certain lenders and holders (or their managers, advisors, or sub-advisors) of iHeartCommunications' outstanding notes and term loans (collectively, the “Supporting Holders”). The Supporting Holders represent approximately 77% of the aggregate principal amount of iHeartCommunications’ outstanding senior secured notes due 2026, 79% of the aggregate principal amount of our outstanding senior secured notes due 2027, 38% of the aggregate principal amount of our outstanding senior secured notes due 2028, 71% of the aggregate principal amount of our outstanding senior unsecured notes due 2027, and 92% of the aggregate principal amount of our outstanding term loans (collectively, the “Existing Debt”).

We and the Supporting Holders have agreed to the terms of, and to support, (i) exchange offer transactions that will be offered to all holders of the Existing Debt, consisting of two alternative exchange transaction structures, each of which will extend the maturity of the Existing Debt tendered in the exchange offer transactions by three years, and (ii) concurrent consent solicitations to amend certain provisions in the indentures and credit agreement governing the Existing Debt. In the first
1 Total available liquidity is defined as cash and cash equivalents plus available borrowings under the ABL Facility. We use total available liquidity to evaluate our capacity to access cash to meet obligations and fund operations.
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transaction structure, if certain thresholds of holder participation are met, iHeartCommunications will issue new secured debt in exchange for the Existing Debt held by participating holders. Alternatively, if certain thresholds of holder participation are not met, newly-formed subsidiaries of the Company holding certain transferred assets and an intercompany note (to be issued by iHeartMedia + Entertainment, Inc., a wholly owned subsidiary of iHeartCommunications) will issue new secured debt in exchange for the Existing Debt held by participating holders. Completion of either exchange transaction will result in a strengthened financial position, providing us with additional flexibility to execute on our strategy and business initiatives.

The TSA may be terminated under various circumstances, including if the exchange offer transactions are not consummated on or before December 31, 2024, unless such date is extended pursuant to the terms of the TSA.

Concurrently with entry into the TSA, we also entered into an amendment to our ABL Facility (the “ABL Amendment”) to, among other things, permit both exchange transaction alternatives and other transactions related to the exchange, amend certain of the covenants, default provisions contained therein, and increase the interest rate on the ABL Facility by (a) if the first transaction is consummated, 0.50%, and (b) if the alternative transaction is consummated, 1.00%. The amendments contained in the ABL Amendment will become effective upon the satisfaction or waiver of certain conditions, including the consummation of one of the transactions contemplated by the TSA. We anticipate commencing the exchange offer in the near term.

The amount of anticipated cash payments will vary depending on the transaction structure and level of participation and will include partial cash consideration, accrued interest on participating debt, and transaction fees and expenses. We estimate total cash payments to range from $250 million to $295 million.


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Summary Debt Capital Structure
As of September 30, 2024 and December 31, 2023, we had the following debt outstanding, net of cash and cash equivalents:
(In thousands)September 30, 2024December 31, 2023
Term Loan Facility due 2026$1,864,032 $1,864,032 
Incremental Term Loan Facility due 2026401,220 401,220 
Asset-based Revolving Credit Facility due 2027— — 
6.375% Senior Secured Notes due 2026800,000 800,000 
5.25% Senior Secured Notes due 2027750,000 750,000 
4.75% Senior Secured Notes due 2028500,000 500,000 
Other Secured Subsidiary Debt3,076 3,367 
Total Secured Debt$4,318,328 $4,318,619 
8.375% Senior Unsecured Notes due 2027916,357 916,357 
Other Subsidiary Debt2,191 — 
Original issue discount(5,213)(7,558)
Long-term debt fees(9,816)(12,268)
Total Debt$5,221,847 $5,215,150 
Less: Cash and cash equivalents431,764 346,382 
Net Debt1
$4,790,083 $4,868,768 

1 Net Debt is a non-GAAP financial metric that is used by management and investors to assess our ability to meet financial obligations, including our ability to service our long-term debt obligations. We define Net Debt as Total Debt less Cash and cash equivalents.

Our ABL Facility contains a springing fixed charge coverage ratio that is effective if certain triggering events related to borrowing capacity under the ABL Facility occur. As of September 30, 2024, 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 30, 2024. Other than our ABL Facility, none of our long-term debt includes maintenance covenants that could trigger early repayment. As of September 30, 2024, we were in compliance with all covenants related to our debt agreements. 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.

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 months ended September 30, 2024, and Capital I’s and its consolidated restricted subsidiaries’ financial information for the same period. Further, as of September 30, 2024, we were in compliance with all covenants related to our debt agreements.
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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
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 30, 2024, approximately 43% of our aggregate principal amount of long-term debt bore interest at floating rates. Assuming the current level of borrowings and assuming a 100 bps change in floating interest rates, it is estimated that our interest expense for the nine months ended September 30, 2024 would have changed by $17.2 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
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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. 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, 2023.

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 expected recovery and has had an adverse impact on our revenue and cash flows. This challenging environment has impacted and could further 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, 2024 on our indefinite-lived FCC licenses and goodwill.

Indefinite-lived Intangible Assets

Indefinite-lived intangible assets, such as our FCC licenses, are reviewed for 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, estimated start-up costs and capital expenditures. This data is populated using industry normalized information representing an average asset within a market.

On June 30, 2024, we performed an interim impairment test in accordance with ASC 350-30-35 and we concluded that a $304.1 million impairment 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;
•2.0% over-the-air revenue growth and 3.0% digital revenue growth was assumed beyond the initial five-year period and 1.0% 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 16.3%, depending on market size; and
•Assumed discount rates of 9.5% for large markets and 10.0% for small 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:
Revenue Growth RateProfit MarginDiscount Rate
(in thousands)
$123,114 $120,132 $142,164 

At June 30, 2024, the carrying value of our FCC licenses was $809.9 million after the impairment of $304.1 million. 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.
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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 June 30, 2024 has resulted in a decrease in the fair values of our reporting units. The carrying values of our Multiplatform and RCS reporting units exceeded their fair values. The fair values of our Digital and Katz reporting units exceeded their carrying values.

The 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 values using a risk-adjusted discount rate. Terminal values are also estimated and discounted to their present values.

On June 30, 2024, we performed our interim impairment test in accordance with ASC 350-30-35, resulting in a $616.1 million impairment 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 2024 through 2028. 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 2028 are projected to grow at a perpetual growth rate, which we estimated at 1.0% for our Multiplatform Reporting unit (beyond 2033), 3.0% for our Digital Audio Reporting unit (beyond 2032), and 2.0% for our RCS and Katz Media Reporting units.
•Profit margins beyond 2028 utilize the 2028 margin implied in the multi-year forecasts.
•In order to risk adjust the cash flow projections in determining fair value, we utilized discounts rates between 17% and 20% 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)Impact on the Fair Value of our Goodwill due to 100bps Change in:
Reporting UnitRevenue Growth RateProfit MarginDiscount Rate
Multiplatform$127,528 $98,208 $114,259 
Digital61,541 61,790 58,055 
Katz Media10,342 8,189 9,614 
RCS8,342 4,356 6,684 

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.


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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, 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, the consummation of the transactions contemplated by the TSA, debt repurchases, our business plans, strategies and initiatives, benefits of acquisitions and dispositions, 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 and geopolitical conditions and their impact on the level of expenditures for advertising;
•risks related to the COVID-19 pandemic or other future pandemics, or public health crises and any related reduction in demand for advertising;
•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 and other factors within or beyond our control;
•technological changes and innovations;
•shifts in population and other demographics;
•the impact of our substantial indebtedness and our ability to consummate the transactions contemplated by the TSA on the timeline contemplated or at all, and our ability to realize the intended benefits thereof;
•the impact of acquisitions, dispositions and other strategic transactions;
•legislative or regulatory requirements;
•the impact of legislation, 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;
•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, 2023, 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.

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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 September 30, 2024. 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 30, 2024. 
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 30, 2024 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 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. 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.

ITEM 1A.  RISK FACTORS
Other than the below, 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, 2023.
Our substantial indebtedness may adversely affect our financial health and operating flexibility. If we are unable to consummate the transactions contemplated by the Transaction Support Agreement, our financial condition and future operations may be adversely affected.

We currently have a $450.0 million undrawn senior secured asset-based revolving credit facility that matures in 2027, $4.3 billion in principal amount of secured debt, $3.1 billion of which matures in 2026, and $916.4 million in principal amount of unsecured debt that matures in 2027. This substantial amount of indebtedness could have important consequences to us, including:

•increasing our vulnerability to adverse general economic, industry, or competitive developments;
•requiring us to dedicate a more substantial portion of our cash flows from operations to payments on our indebtedness, thereby reducing the availability of our cash flows to fund working capital, investments, acquisitions, capital expenditures, and other general corporate purposes;
•limiting our ability to make required payments under our existing contractual commitments, including our existing long-term indebtedness;
•requiring us to sell certain assets;
•restricting us from making strategic investments, including acquisitions, or causing us to make non-strategic divestitures;
•limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
•placing us at a competitive disadvantage compared to our competitors that have less debt;
•causing us to incur substantial fees from time to time in connection with debt amendments or refinancings;
•increasing our exposure to rising interest rates because a substantial portion of our borrowings is at variable interest rates; and
•limiting our ability to borrow additional funds or to borrow on terms that are satisfactory to us.

On November 6, 2024, we entered into a Transaction Support Agreement (the “TSA”) with certain lenders and holders (or their managers, advisors, or sub-advisors) of iHeartCommunications' outstanding notes and term loans (collectively, the “Supporting Holders”). The Supporting Holders represent approximately 80% of the aggregate principal amount of iHeartCommunications’ outstanding notes and term loans (collectively, the “Existing Debt”).

We and the Supporting Holders have agreed to the terms of, and to support, (i) exchange offer transactions that will be offered to all holders of the Existing Debt, consisting of two alternative exchange transaction structures, each of which will extend the maturity of the Existing Debt tendered in the exchange offer transactions by three years and (ii) concurrent consent solicitations to amend certain provisions in the indentures and credit agreement governing the Existing Debt. In the first transaction structure, if certain thresholds of holder participation are met, iHeartCommunications will issue new secured debt in
42

exchange for the Existing Debt held by participating holders. Alternatively, if certain thresholds of holder participation are not met, newly-formed subsidiaries of the Company holding certain transferred assets and an intercompany note (to be issued by iHeartMedia + Entertainment, Inc., a wholly owned subsidiary of iHeartCommunications) will issue new secured debt in exchange for the Existing Debt held by participating holders.

There can be no assurance that we will complete the transactions contemplated by the TSA and if we do, whether we will obtain the benefits we expect therefrom. If we are unable to consummate the transactions contemplated by the TSA or otherwise generate sufficient cash flow to repay or refinance our debt on favorable terms, it could significantly and adversely affect our financial condition and the value of our outstanding debt. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.

The agreements governing the secured notes and term loans contemplated under the TSA will contain covenants restricting our or our subsidiaries’ ability to, among other things, incur additional indebtedness, create liens on assets, engage in mergers, consolidations, liquidations and dissolutions, sell assets, pay dividends and distributions, make investments, loans, or advances, prepay certain junior indebtedness, engage in certain transactions with affiliates, amend material agreements governing certain junior indebtedness, and change lines of business. Although the covenants in our financing agreements are subject to various exceptions, these covenants are more restrictive than under our current financing agreements and we cannot assure you that these covenants will not adversely affect our ability to finance future operations, capital needs, or to engage in other activities that may be in our best interest. In addition, in certain circumstances, our long-term debt may require us to maintain specified financial ratios, which may require that we take action to reduce our debt or to act in a manner contrary to our business objectives. A breach of any of these covenants could result in a default under our financing agreements.

In addition, we may be able to incur additional indebtedness in the future. To the extent we incur additional indebtedness, the risks associated with our leverage described above would increase.

The transactions contemplated by the TSA may not be consummated as scheduled or at all, and even if such transactions are consummated, we may not achieve their anticipated benefits.
We expect that the completion of the transactions contemplated by the TSA, if consummated, will result in a strengthened financial position, providing us with additional flexibility to execute on our strategy and business initiatives. However, transactions contemplated by the TSA are subject to the satisfaction of certain conditions and the TSA may be terminated under certain circumstances, including, among others, (i) a material breach by us or our subsidiaries party thereto of any of our representations, warranties, covenants or obligations set forth in the TSA that remains uncured within five business days after receipt of written notice; (ii) the occurrence and continuation, beyond any grace or cure period, of any events of default under our existing indentures and credit agreement; (iii) the occurrence of any event or condition (other than relating to the transactions or as contemplated under the TSA) that has had or would be reasonably expected to have a material adverse effect on our business, operations, assets or liabilities; or (iv) the issuance by any governmental authority of any final, unappealable ruling or order making illegal or otherwise permanently enjoining, preventing or prohibiting the consummation of a material portion of the transactions. In addition, if the closing date of the transactions contemplated by the TSA does not occur prior to December 31, 2024, unless such date is extended in accordance with the terms of the TSA, the TSA will automatically terminate.
As a result, any or all of the transactions may not be consummated as originally scheduled or at all. Accordingly, we may not be able to realize the expected benefits from these transactions on a timely basis or at all. Even if we are successful in completing the transactions contemplated by the TSA, we may not realize some or all of the expected benefits from such transactions. We have incurred, and will continue to incur, significant costs, expenses and fees for professional services and other transaction costs in connection with the transactions contemplated by the TSA, and these fees and costs are payable by us regardless of whether such transactions are consummated.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table sets forth our purchases of shares of our Class A common stock made during the quarter ended September 30, 2024:
Period
Total Number of Shares Purchased(1)
Average Price Paid per Share(1)
Total Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
July 1 through July 311,005 $1.62 — $— 
August 1 through August 3144,251 1.34 — — 
September 1 through September 303,973 1.67 — — 
Total49,229 $1.37 — $— 
(1)The shares indicated consist of shares of our Class A common stock tendered by employees to us during the three months ended September 30, 2024 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
(a)None.
(b)None.
(c)During the three months ended September 30, 2024, 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
3.1

3.2

3.3

10.1

10.2
10.3§

31.1*

31.2*

32.1**

32.2**

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.
§    A management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S-K.
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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.
Date:November 7, 2024/s/ SCOTT D. HAMILTON
Scott D. Hamilton
Senior Vice President, Chief Accounting Officer and Assistant Secretary
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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement (“Agreement”) is between iHeartMedia Management Services, Inc. (such entity together with all past, present, and future parents, divisions, operating companies, subsidiaries, and affiliates are referred to collectively herein as “Company”) and Jordan R. Fasbender (“Employee”).
1.TERM OF EMPLOYMENT
This Agreement commences effective as of October 1, 2024 (“Effective Date”) and shall continue until September 30, 2026 (the “Initial Term”). On October 1, 2026 and each anniversary thereof, the term of this Agreement shall be automatically extended for successive one (1) year periods (each, a “Renewal Term”) unless either Company or Employee elects not to extend this Agreement by giving at least sixty (60) days’ advance written notice of non-renewal to the other party that the Employment Period shall not be extended; provided, that, during the Initial Term, no later than June 1, 2026, Company shall either provide advance written notice of non-renewal or shall commence discussions with Employee regarding any modifications to this Agreement. If this Agreement is extended pursuant to the foregoing provisions, all terms and conditions of this Agreement shall remain the same; provided, however, that the terms of this Agreement may be modified in accordance with Section 19(c). Notwithstanding the foregoing, Employee’s employment may be earlier terminated by either party as set forth in Section 7. Employee’s period of employment hereunder, whether during the Initial Term or a Renewal Term, shall be referred to as the “Employment Period”.
2.TITLE AND EXCLUSIVE SERVICES
(a)Title and Duties. Employee’s title is Executive Vice President, Chief Legal Officer and Corporate Secretary, reporting directly to the Chief Executive Officer of Company. Employee will perform job duties that are usual and customary for this position based in Company’s New York City offices.
(b)Exclusive Services. Employee shall not be employed or render services elsewhere during the Employment Period, except board or advisory board work as agreed in writing between Employee and the Chief Executive Officer. Employee may also participate in professional, civic or charitable organizations (and manage her personal investments) so long as such participation is unpaid and does not unreasonably interfere with the performance of Employee’s duties.
3.COMPENSATION AND BENEFITS
(a)Base Salary. Employee shall initially be paid an annualized salary of Eight Hundred Twenty Five Thousand Dollars ($825,000.00), including retroactively from October 1, 2024 (pro-rated on a daily basis in respect of the period commencing October 1, 2024 through the date hereof, and paid in a lump sum on Company’s first regularly scheduled payroll date following the date hereof). Beginning on October 1, 2025, Employee’s Base Salary will be Eight Hundred Fifty Thousand Dollars ($850,000.00) (Employee’s annualized salary as in effect from time to time, the “Base Salary”). The Base Salary shall be payable in accordance with Company’s regular payroll practices and pursuant to Company policy, which may be amended from time to time. Employee is eligible and will be considered for salary increases (but not decreases) at Company’s discretion based on Company and/or individual performance.


(b)Vacation. Employee is eligible for 20 vacation days subject to the Employee Guide.
(c)Annual Bonus. Eligibility for an Annual Bonus is based on the legal executive bonus plan criteria established by Company. The payment of any Annual Bonus shall be no later than March 15 of each calendar year following the year in which the Annual Bonus was earned, within the Short-Term Deferral period under the Internal Revenue Code Section 409A (“Section 409A”) and applicable regulations. Commencing with Company’s 2024 fiscal year, Employee’s bonus Target shall be 115% of Employee’s highest Base Salary during the year in which the Annual Bonus is earned (as applicable, the “Target Annual Bonus”).
(d)Long Term Incentive Grant. For each calendar year during the Employment Period, Employee shall be eligible to participate in any annual long-term incentive program instituted by Company for its senior executives on similar terms and values applicable to similarly situated executives (but with a target aggregate grant-date fair value no less than One Millions Dollars $1,000,000, commencing with Company’s 2025 fiscal year) holding the same level of executive seniority and responsibility and consistent with prior grants made to Employee, with the actual grant subject to approval by the Board or its Compensation Committee, as applicable, in the same manner as approval for such similarly situated executives. Notwithstanding the generality of the foregoing, the Board (or its Compensation Committee) shall determine in its sole discretion whether to grant an annual award to Employee. For the avoidance of doubt, for the purpose of any such long-term incentive program and any long-term incentive award held by Employee, the terms “Cause”, “Disability” and “Good Reason” (or any analogous term) shall have the definitions set forth in this Agreement with respect to Employee.
(e)Benefits. Employee will be eligible to participate in various benefit programs provided by Company on the same terms and conditions as they are generally made available to other similarly situated executive employees.
(f)Expenses. Company will reimburse Employee for business expenses, consistent with past practices pursuant to Company policy. Employee may fly business class when travelling for business related purposes on individual flights lasting four (4) hours or more. Any reimbursement that would constitute nonqualified deferred compensation shall be paid pursuant to Section 409A.
(g)Compensation pursuant to this section shall be subject to overtime eligibility, if applicable, and in all cases be less applicable payroll taxes and other deductions.
4.NONDISCLOSURE OF CONFIDENTIAL INFORMATION
(a)Company has provided and will continue to provide to Employee confidential information and trade secrets including but not limited to Company’s marketing plans, growth strategies, target lists, performance goals, operational and programming strategies, specialized training expertise, employee development, engineering information, sales information, client and customer lists, contracts, representation agreements, pricing and ratings information, production and cost data, fee information, strategic business plans, budgets, financial statements, technological initiatives, proprietary research or software purchased or developed by Company, content distribution, information about employees obtained by virtue of an employee’s job responsibilities and other information Company treats as confidential or proprietary (collectively the “Confidential Information”). Employee acknowledges that such Confidential Information is proprietary and


agrees not to disclose it to anyone outside Company except to the extent that (i) it is necessary in connection with performing Employee’s duties; or (ii) Employee is required by court order or subpoena to disclose the Confidential Information, provided that Employee shall promptly inform Company, if legally permissible, shall cooperate with Company to obtain a protective order or otherwise restrict disclosure (at Company’s sole cost), and shall only disclose Confidential Information to the minimum extent necessary to comply with the court order. Employee agrees to never use trade secrets in competing, directly or indirectly, with Company. When employment ends, Employee will immediately return all Confidential Information to Company.
(b)Employee understands, agrees and acknowledges that the provisions in this Agreement do not prohibit or restrict Employee from communicating with the DOJ, SEC, DOL, NLRB, EEOC or any other governmental authority, exercising Employee’s rights, if any, under the National Labor Relations Act to engage in protected concerted activity, making a report in good faith and with a reasonable belief of any violations of law or regulation to a governmental authority or cooperating with or participating in a legal proceeding relating to such violations including providing documents or other information. Employee is hereby provided notice that under the 2016 Defend Trade Secrets Act (DTSA): (1) no individual will be held criminally or civilly liable under Federal or State trade secret law for the disclosure of a trade secret (as defined in the Economic Espionage Act) that: (a) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or, (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and, (2) an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order.
(c)The terms of this Section 4 shall survive the expiration or termination of this Agreement for any reason. Further, this Section 4 shall not be applied to interfere with Employee’s Section 7 rights under the National Labor Relations Act.
5.NON-INTERFERENCE WITH COMPANY EMPLOYEES AND ON-AIR TALENT
(a)To further preserve Company’s Confidential Information, goodwill and legitimate business interests, during employment and for eighteen (18) months after employment ends (the “Non-Interference Period”), Employee will not, directly, hire, engage or solicit any then-current employee or on-air talent of Company with whom Employee, within the twelve (12) months prior to Employee’s termination, had contact, supervised or received Confidential Information about, to provide services elsewhere or cease providing services to Company.
(b)The terms of this Section 5 shall survive the expiration or termination of this Agreement for any reason.
6.NON-SOLICITATION OF CLIENTS
(a)To further preserve Company’s Confidential Information, goodwill and legitimate business interests, for eighteen (18) months after employment ends (the “Non-Solicitation Period”),


Employee will not, directly solicit Company’s clients with whom Employee, within the twelve (12) months prior to Employee’s termination, engaged, had contact or received Confidential Information about (“Restricted Clients”). For the purposes of this Section, “solicit” shall mean (i) inducing or attempting to induce Restricted Clients to diminish or cease doing business with Company; (ii) inducing or attempting to induce Restricted Clients to advertise with or sponsor any other entity engaged in the sale of advertising on media platforms; or (iii) inducing or attempting to induce Restricted Clients to enter into any transaction which would have an adverse effect on Company.
(b)The terms of this Section 6 shall survive the expiration or termination of this Agreement for any reason.
7.TERMINATION
This Agreement and/or Employee’s employment may be terminated at any time by mutual written agreement, approved by (i) Company in writing, and (ii) a representative of Company’s Legal Department, or:
(a)Death. The date of Employee’s death shall be the termination date.
(b)Disability. Company may terminate this Agreement and/or Employee’s employment as a result of Employee’s Disability. “Disability” means Employee’s inability to perform the essential functions of Employee’s full-time position for more than 180 days in any 12-month period, subject to applicable law.
(c)Termination By Company. Company may terminate employment with or without Cause. “Cause” means:
(i)willful misconduct in connection with Employee’s employment, including, without limitation, violation of sexual or other harassment policy, misappropriation of or material misrepresentation regarding property of Company, other than customary and de minimis use of Company property for personal purposes;
(ii)continued refusal to perform Employee’s duties, including following the lawful directives of Company’s Chief Executive Officer or Board (other than as a result of Employee’s physical or mental infirmity);
(iii)a conviction of, or a plea of nolo contendere by Employee to, a felony or fraud, theft, embezzlement, or a crime involving moral turpitude);
(iv)a material breach of this Agreement; or
(v)a significant violation of Company’s employment and management policies.
If Company elects to terminate Employee for Cause under clauses (ii), (iii), (iv) or (v) of this Section 7(c), Employee shall have ten (10) days to cure to the reasonable satisfaction of Company


after written notice, except where such cause, by its nature, is not curable as determined by Company. No action or inaction shall be treated as willful unless done or not done without an objectively reasonable belief it was in the best interests of Company. Poor performance shall not in and of itself constitute Cause, and Employee shall not be terminated for Cause based upon following the direction of Company’s Chief Executive Officer or the advice of counsel to Company. Employee shall not be terminated for Cause absent a resolution by the Board and the opportunity to be heard (with her counsel present if she so elects) before the Board.
(d)Termination By Employee with Good Reason or by Employee without Good Reason. Employee may terminate Employee’s employment at any time for any or no reason, including with Good Reason or by Employee without Good Reason. For purposes of this Agreement, “Good Reason” means any of the following without Employee’s express written consent: (i) Company’s failure to comply with a material term of this Agreement; (ii) a substantial and unusual increase in responsibilities, duties or authority without an offer of additional reasonable compensation as determined reasonably and in good faith by Company in light of compensation for other senior executives of Company; (iii) a substantial reduction in responsibilities or authority (including (A) any diminution in Employee’s title or Employee ceasing to serve as the most senior legal officer of a publicly traded company within Company’s affiliated group or (B) Employee no longer reporting directly to the Chief Executive Officer of Company or its successor (including its parent, if applicable), (iv) a requirement for Employee to be based or render a substantial portion of services in an area other than the New York City metropolitan area at the principal office of Company or (v) a material reduction in Employee’s base salary or performance bonus opportunity. If Employee elects to terminate Employee’s employment with “Good Reason,” Employee must provide Company written notice within thirty (30) days following Employee’s knowledge of the occurrence of the event which would constitute Good Reason, after which Company shall have thirty (30) days to cure. If Company has not cured and Employee elects to terminate Employee’s employment, Employee must do so within thirty (30) days after the end of the cure period. If Employee elects to terminate Employee’s employment without Good Reason, (i) Employee must provide Company with ninety (90) days’ written notice, (ii) Employee’s employment and the Employment Period shall terminate on the effective date of the resignation set forth in the notice of resignation and (iii) Company may, at its sole discretion, instruct Employee to perform no more job responsibilities and cease Employee’s active employment prior to the termination date, including immediately upon or following receipt of such notice from Employee.
8.COMPENSATION UPON TERMINATION
(a)Death. Company shall, within thirty (30) days following the termination of Employee’s employment as a result of Employee’s death, pay to Employee’s designee or, if no person is designated, to Employee’s estate, Employee’s accrued and unpaid Base Salary and any unpaid prior year bonus, if any, through the date of termination, the Pro-Rata Bonus (as defined below) and any payments required under applicable employee benefit plans (including accrued vacation and unreimbursed business expenses). Except to the extent more favorable treatment is set forth in the applicable award agreement, any long-term incentive awards granted to Employee following the date hereof, which are scheduled to vest in the then-current contract year (April 1 to March 31) shall accelerate and vest (and settle if applicable), effective as of the date of such termination.
(b)Disability. Company shall, within thirty (30) days following its termination of Employee’s employment as a result of Employee’s Disability, pay all accrued and unpaid Base Salary and any


unpaid prior year bonus, if any, through the termination date, the Pro-Rata Bonus, and any payments required under applicable employee benefit plans (including accrued vacation and unreimbursed business expenses). Except to the extent more favorable treatment is set forth in the applicable award agreement, any long-term incentive awards granted to Employee following the date hereof, which are scheduled to vest in the then-current contract year (April 1 to March 31) shall accelerate and vest (and settle if applicable), effective as of the date of such termination.
(c)Termination By Company For Cause or by Employee without Good Reason or Employee’s Non-Renewal: Company shall, within thirty (30) days following termination of Employee’s employment by Company for Cause or by Employee without Good Reason or as of the end of the Employment Period following Employee issuing a written notice of non-renewal of this Agreement pursuant to Section 1, pay to Employee Employee’s accrued and unpaid Base Salary through the termination date and any payments required under applicable employee benefit plans (including accrued vacation and unreimbursed business expenses).
(d)Termination By Company Without Cause/Termination By Employee with Good Reason/Non-Renewal by Company.
(i)If Company terminates Employee’s employment without Cause, or if Employee terminates employment with Good Reason (and such termination is not a Change in Control Termination) or as of the end of the Employment Period following Company issuing a written notice of non-renewal of this Agreement pursuant to Section 1, Company shall pay Employee within thirty (30) days following termination of Employee’s employment the accrued and unpaid Base Salary through the termination date determined by Company, unpaid prior year bonus, if any, and any payments required under applicable employee benefit plans (including accrued vacation and unreimbursed business expenses).
(ii)In addition, subject to Section 8(d)(iii), below, Company shall pay Employee (w) an amount equal to eighteen (18) months of Employee’s current Base Salary; (x) the COBRA Amount; (y) an amount equal to one and one-half (1.5) times Employee’s Target Annual Bonus for the year in which termination occurs; and (z) the Pro-Rata Bonus, (collectively, such payments under this Section 8(d), the “Severance Payment”). Subject to Section 8(d)(iii) below, Company shall also provide Employee with the Additional Vesting.
A.The COBRA Amount shall mean an amount in cash equal to the assumed COBRA premiums Employee would pay if Employee elected COBRA coverage for eighteen (18) months, for the health benefits coverage Employee had immediately prior to the termination date under the plan(s) in which Employee was participating immediately prior to the termination date, less Employee’s normal contribution for such coverage. For the avoidance of doubt, Employee shall be solely responsible for timely enrolling for any COBRA or Marketplace coverage and paying any required premiums and Company is not placing any restrictions upon the use by Employee of such payment(s) as a condition upon the receipt of the payment(s) under this Section 8.
B.The Pro-Rata Bonus shall mean a pro-rata portion of the Target Annual Bonus for the year of termination equal to the product of (x) the number of days Employee was employed by Company during the fiscal year of Employee’s


termination of employment, divided by 365 and (y) Employee’s Target Annual Bonus for the year in which Employee’s termination of employment occurs.
C.The Additional Vesting shall mean (i) with respect to time-based awards, an additional 18 months of service credit (less any earned pro-rated vesting provided for in the applicable award agreement upon such termination) and (ii) with respect to performance-based awards an additional 18 months of service credit (less any pro-rated service credit provided for in the applicable award agreement upon such termination) (e.g., if pro rated vesting or service credit upon such termination is 6 months, an additional 12 months of vesting or service credit would be provided hereunder); provided, that, in each case the number of months of service credit provided shall not be less than zero (0) . The Additional Vesting shall apply to those certain restricted stock units and those certain performance-based restricted stock units, in each case, granted on May 9, 2022 and any long-term incentive awards granted to Employee following the date hereof. The terms and conditions of the underlying award agreements shall govern the timing of settlement of any restricted stock units or performance-based restricted stock units subject to the Additional Vesting.
(iii)Payment of the Severance Payment and the Additional Vesting shall be subject to and conditioned upon Employee’s execution and non-revocation of a Severance Agreement and General Release of Claims in substantially the form attached hereto as Exhibit A (the “Release”), which shall be provided by Company to Employee no later than five (5) business days following Employee’s termination. Company will pay Employee the Severance Payments in substantially equal installments on Company’s regularly scheduled payroll dates during the eighteen (18) month period following the Release Effective Date (as defined in the Release).
(iv)Company agrees that Employee is not required to seek other employment or to attempt in any way to reduce any amounts payable to Employee by Company and that if Employee becomes eligible to participate in other health and/or welfare plans, such eligibility alone shall not affect Employee’s and Employee’s eligible dependents’ entitlement to continued participation in any group health, dental and vision insurance plans in which Employee and Employee’s eligible dependents are then enrolled. Except as hereinafter provided in Section 8(e)(v), the amount of any payment or benefit provided for in this Agreement shall not be reduced by any compensation earned by Employee as the result of employment through self-employment or by another employer, by retirement benefits, by unemployment compensation, by offset against any amount claimed to be owed by Employee to Company, or otherwise.
(e)Termination By Company Without Cause/ Termination By Employee with Good Reason in connection with a Change in Control.
(i)If Company terminates employment without Cause or as of the end of the Employment Period following Company issuing a written notice of non-renewal of this Agreement pursuant to Section 1, or if Employee terminates employment with Good Reason, during the ninety (90) days prior or twelve (12) months following a Change in Control (as defined in the iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan) (or otherwise prior to a Change in Control but after the execution of a definitive agreement which results in a Change in Control) (each, a “CIC Termination”), Company will pay the


accrued and unpaid Base Salary through the termination date determined by Company, unpaid prior year bonus, if any, and any payments required under applicable employee benefit plans.
(ii)In addition, subject to Section 8(e)(iii) below, Company will pay (w) an amount equal to 24 months of Employee’s current Base Salary; (x) an amount equal to one and one-third (1⅓) times the COBRA Amount; (y) an amount equal to two (2) times Employee’s Target Annual Bonus for the year in which termination occurs; and (z) the Pro-Rata Bonus, the “CIC Severance Payment”). Subject to Section 8(e)(iii) below, to the extent that Employee’s Equity Awards do not otherwise vest in connection with a Change in Control or a qualifying termination thereafter in accordance with their terms, Company shall provide Employee with the Additional Vesting.
(iii)Payment of the CIC Severance Payment and the Additional Vesting, if applicable, shall be subject to and conditioned upon Employee’s execution and non-revocation of the Release, which shall be provided by Company to Employee no later than five (5) business days following Employee’s termination. Company will pay Employee the CIC Severance Payments in a lump sum on Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in the Release) or if later, the closing of the Change in Control.
(iv)Company agrees that Employee is not required to seek other employment or to attempt in any way to reduce any amounts payable to Employee by Company and that if Employee becomes eligible to participate in other health and/or welfare plans, such eligibility alone shall not affect Employee’s and Employee’s eligible dependents’ entitlement to continued participation in any group health, dental and vision insurance plans in which Employee and Employee’s eligible dependents are then enrolled. Except as hereinafter provided in Section 8(e)(v), the amount of any payment or benefit provided for in this Agreement shall not be reduced by any compensation earned by Employee as the result of employment through self-employment or by another employer, by retirement benefits, by unemployment compensation, by offset against any amount claimed to be owed by Employee to Company, or otherwise.
(v)To the extent that Employee terminates employment pursuant to Section 8(d), and subsequently becomes eligible for payments under this Section 8(e), the amount payable pursuant to this Section 8(e) shall be reduced by any payments previously made pursuant to Section 8(d), and, if a Release had been executed previously, Employee shall not be required to execute any additional Release. If a CIC Termination occurs prior to a Change in Control under this Section 8(e), the parties shall determine in good faith to what extent the severance payments under this Section 8(e) may be made in a lump sum or require continued installments under Section 8(d) in order to satisfy Section 409A.
(f)For purposes of calculating severance payments under Sections 8(d) and 8(e) of this Agreement, the Base Salary and Target Annual Bonus shall not take into account any reductions which would constitute Good Reason or which were made in the prior six (6) month period. All payments pursuant to this Section 8 shall be subject to Company’s withholding and reporting obligations.
(g)If Employee is in material breach of any post-employment obligations or covenants and such breach is not cured by Employee within ten (10) days following written notice from Company, Company shall have no obligation to pay Employee the Severance Payment or the CIC Severance


Payment, as applicable. Employee acknowledges the Severance Payment or the CIC Severance Payment, as applicable, and the Additional Vesting are adequate and independent consideration to support Employee’s General Release of claims referenced in Section 8(d), as it is something of value to which Employee would not have otherwise been entitled at termination had Employee not executed a General Release of claims.
9.PAYOLA, PLUGOLA AND CONFLICTS OF INTEREST
Employee acknowledges familiarity with Company policies on payola, plugola and sponsorship identification, pursuant to in Section 73.1212 of the Code of Federal Regulations, Sections 317, 507, and 508 of the Communications Act of 1934, as amended, and all rules and regulations of the Federal Trade Commission (“FTC”), including, but not limited to, disclosure of any financial or other relationships, with respect to endorsements, testimonials, interviews, or any other content (collectively “Payola Policies”), and warrants that Employee will fully comply with such policies, including, but not limited to, periodic training. Employee shall certify compliance with the Payola Policies from time to time as requested by the Company. Employee shall notify Company immediately in writing if there is any attempt to induce Employee to violate the Payola Policies.
10.OWNERSHIP OF MATERIALS
(a)Employee agrees that all inventions, improvements, discoveries, designs, technology, and works of authorship (including but not limited to computer software) made, created, conceived, or reduced to practice by Employee, whether alone or in cooperation with others, during employment, together with all patent, trademark, copyright, trade secret, and other intellectual property rights related to any of the foregoing throughout the world, are among other things works made for hire (the “Works”) and at all times are owned exclusively by Company, and in any event, Employee hereby assigns all ownership in such rights to Company. Employee understands that the Works may be modified or altered and expressly waives any rights of attribution or integrity or other rights in the nature of moral rights (droit morale) for all uses of the Works. Employee agrees to provide written notification to Company of any Works covered by this Agreement, execute any documents, testify in any legal proceedings, and do all things necessary or desirable to secure Company’s rights to the foregoing, including without limitation executing inventors’ declarations and assignment forms, even if no longer employed by Company. Employee agrees that Employee shall have no right to reproduce, distribute copies of, perform publicly, display publicly, or prepare derivative works based upon the Works. Employee hereby irrevocably designates and appoints Company as Employee’s agent and attorney-in-fact, to act for and on Employee’s behalf regarding obtaining and enforcing any intellectual property rights that were created by Employee during employment and related to the performance of Employee’s job. Employee agrees not to incorporate any intellectual property created by Employee prior to Employee’s employment, or created by any third party, into any Company work product. This Agreement does not apply to an invention for which no equipment, supplies, facility, or trade secret information of Company was used and which invention was developed entirely on Employee’s own time, so long as the invention does not (i) relate directly to the business of Company, (ii) relate to Company’s actual or demonstrably anticipated research or development, or (iii) result from any work performed by Employee for Company.
(b)The terms of this Section 10 shall survive the expiration or termination of this Agreement for any reason.
11.PARTIES BENEFITED; ASSIGNMENTS


This Agreement shall be binding upon Employee, Employee’s heirs and Employee’s personal representative or representatives, and upon Company and its respective successors and assigns; provided, that Company shall remain secondarily liable for any payments or benefits hereunder in the event of an assignment not related to a sale of all or substantially all of Company’s assets. Employee hereby consents to the Agreement being enforced by any successor or assign of Company without the need for further notice to or consent by Employee. Neither this Agreement nor any rights or obligations hereunder may be assigned by Employee, other than by will or by the laws of descent and distribution.
12.GOVERNING LAW
This Agreement shall be governed by the laws of the State of New York and, subject to Section 15 hereof (Arbitration) Employee expressly consents to the personal jurisdiction of the New York state and federal courts for any lawsuit relating to this Agreement.
13.LITIGATION AND REGULATORY COOPERATION
During and after employment, Employee shall reasonably cooperate in the defense or prosecution of claims, investigations, or other actions which relate to events or occurrences during Employee’s employment with Company. Employee’s cooperation shall include being available to prepare for discovery or trial and to act as a witness. Company will pay Employee a per diem rate (based on Base Salary as of the last day of employment) for cooperation that occurs after Employee’s employment with Company, and reimburse Employee for reasonable expenses, including travel expenses, reasonable independent attorneys’ fees and costs. Any such cooperation following Employee’s employment with Company shall be subject to Employee’s business and personal commitments. Employee shall not be required to cooperate against her own legal interests or the legal interests of any subsequent employer.
14.INDEMNIFICATION
Company shall indemnify Employee to the fullest extent permitted by law, in effect at the time of the subject act or omission, and shall advance to Employee reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject, to the extent required by applicable law, to an undertaking from Employee to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that Employee was not entitled to the reimbursement of such fees and expenses), and Employee will be entitled to the protection of any insurance policies that Company may elect to maintain generally for the benefit of its directors and officers against all costs, charges and expenses incurred or sustained by her in connection with any action, suit or proceeding to which she may be made a party by reason of her being or having been a director, officer or employee of Company or any of its subsidiaries, or her serving or having served any other enterprise or benefit or equity plan as a director, officer, employee or fiduciary at the request of Company (other than any dispute, claim or controversy arising under or relating to this Agreement). Company covenants to maintain during Employee’s employment and for six (6) years thereafter for the benefit of Employee (in her capacity as an officer of Company) Directors and Officers Insurance providing benefits to Employee no less favorable, taken as a whole, than the benefits provided to the other similarly situated employees of Company by the Directors and Officers Insurance maintained by Company on the date hereof or, if greater, hereafter; provided, however, that the Board may elect to terminate Directors and Officers Insurance for all officers and directors, including Employee, if the Board determines in good faith that such insurance is not commercially available.
15.DISPUTE RESOLUTION


(a)Arbitration. This Agreement is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. and evidences a transaction involving commerce. This Dispute Resolution Provision applies to any dispute arising out of or related to Employee's employment with Company or termination of employment and shall apply to the Release. Nothing contained in this Provision shall be construed to prevent or excuse Employee from using Company’s existing internal procedures for resolution of complaints, and this Provision is not intended to be a substitute for the use of such procedures. Except as it otherwise provides, this Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law, and therefore this Provision requires all such disputes to be resolved only by an arbitrator through final and binding arbitration and not by way of court or jury trial. Such disputes include without limitation disputes arising out of or relating to interpretation or application of this Agreement, including the enforceability, revocability or validity of the Agreement or any portion of the Agreement. The Provision also applies, without limitation, to disputes regarding the employment relationship, trade secrets, unfair competition, compensation, breaks and rest periods, termination, or harassment and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, and state statutes, if any, addressing the same or similar subject matters, and all other state statutory and common law claims.
(b)The following claims are excluded from this Provision: workers compensation, state disability insurance, unemployment insurance claims, and claims for benefits under employee benefit plans covered by the Employee Retirement Income Security Act that contain an appeal procedure or other exclusive and/or binding dispute resolution procedure in the respective plan. Disputes that may not be subject to pre-dispute arbitration agreements as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) are also excluded from the coverage of this Provision. Nothing in this Provision prevents Employee from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Agreement. This Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Provision. Nothing in this Provision shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party's obligation to exhaust administrative remedies before making a claim in arbitration. Company will not retaliate against Employee for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.
(c)The Arbitrator shall be selected by mutual agreement of Company and Employee. Unless Employee and Company mutually agree otherwise, the Arbitrator shall be an attorney licensed to practice in the location where the arbitration proceeding will be conducted or a retired federal or state judicial officer who presided in the jurisdiction where the arbitration will be conducted. If for any reason the parties cannot agree to an Arbitrator, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral Arbitrator. The court shall then appoint an Arbitrator, who shall act under this Provision with the same force and effect as if the parties had selected the Arbitrator by mutual agreement. The location of the arbitration proceeding shall be no more than 45 miles from the place where Employee last worked for Company, unless each party to the arbitration agrees in writing otherwise.


(d)A demand for arbitration must be in writing and delivered by hand or first- class mail to the other party within the applicable statute of limitations period. Any demand for arbitration made to Company shall be provided to Company's Legal Department, 20880 Stone Oak Parkway, San Antonio, Texas 78258. The Arbitrator shall resolve all disputes regarding the timeliness or propriety of the demand for arbitration.
(e)In arbitration, the parties will have the right to conduct adequate civil discovery, bring dispositive motions, and present witnesses and evidence as needed to present their cases and defenses, and any disputes in this regard shall be resolved by the Arbitrator. The Federal Rules of Civil Procedure shall govern any depositions or discovery efforts, and the arbitrator shall apply the Federal Rules of Civil Procedure when resolving any discovery disputes.
(f)Class Action Waiver. In the event of any dispute, controversy or claim arising out of employment with, or otherwise relating to Employee’s relationship with Company, claims may only be brought by Employee or by Company in Employee’s individual capacity, and not as a plaintiff or class member in any purported class, collective, or other joint proceeding. In that regard, Employee specifically agrees not to file, initiate directly or indirectly, join or participate in any class, collective, or other representative proceeding against Company and its respective directors, officers, agents, representatives and employees. If a class, collective, or other representative proceeding is filed purporting to include Employee, Employee shall promptly take all steps to refrain from opting in or to opt-out and will otherwise exclude him/herself from the proceeding, as applicable. Claims covered by this waiver may not be joined or consolidated with claims of other individuals without the consent of both Company and Employee. Notwithstanding any other clause contained in this Agreement, the preceding Class Action Waiver shall not be severable from this Provision in any case in which the dispute to be arbitrated is brought as a class, collective or representative action. Although an Employee will not be retaliated against, disciplined or threatened with discipline as a result of Employee’s exercising his or her rights under Section 7 of the National Labor Relations Act by the filing of or participation in a class, collective or representative action in any forum, Company may lawfully seek enforcement of this Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class, collective or representative actions or claims. Notwithstanding any other clause contained in this Provision, any claim that all or part of the Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.
(g)Each party will pay the fees for his, her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. However, in all cases where required by law, Company will pay the Arbitrator’s and arbitration fees. If under applicable law Company is not required to pay all of the Arbitrator’s and/or arbitration fees, such fee(s) will be apportioned between the parties by the Arbitrator in accordance with applicable law.
(h)Within thirty (30) days of the close of the arbitration hearing, any party will have the right to prepare, serve on the other party and file with the Arbitrator a brief. The Arbitrator may award any party any remedy to which that party is entitled under applicable law, but such remedies shall be limited to those that would be available to a party in a court of law for the claims presented to and decided by the Arbitrator. The Arbitrator will issue a decision or award in writing, stating the essential findings of fact and conclusions of law. Except as may be permitted or required by law, neither a party nor an Arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties. A court of competent jurisdiction shall have the authority to enter a judgment upon the award made pursuant to the arbitration.


(i)Injunctive Relief. A party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such provisional relief.
(j)This Section 15 is the full and complete agreement relating to the formal resolution of employment-related disputes. In the event any portion of this Section 15 is deemed unenforceable and except as set forth in Section 15(f), the remainder of this Agreement will be enforceable.
(k)This Section 15 shall survive the expiration or termination of this Agreement for any reason.
Employee Initials: _________ Company Initials: ________
16.REPRESENTATIONS AND WARRANTIES OF EMPLOYEE
Employee represents that Employee is under no contractual or other restriction inconsistent with the execution of this Agreement, the performance of Employee’s duties hereunder, or the rights of Company. Employee represents that Employee is under no disability that prevents Employee from performing the essential functions of Employee’s position, with or without reasonable accommodation.
17.LIMITATION ON PAYMENTS
(a)Notwithstanding any other provision of this Agreement, in the event that any payment or benefit received or to be received by Employee or paid on Employee’s behalf (including any payment or benefit received in connection with a termination of Employee’s employment, whether pursuant to the terms of this Agreement, any other plan, arrangement or agreement or otherwise) (all such payments and benefits, including the payments and benefits under this Section 17, being hereinafter referred to as the “Total Payments”) would be subject (in whole or part), to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any similar tax that may be imposed by any taxing authority) (such excise tax or similar tax, the “Excise Tax”), then the Total Payments shall be reduced solely to the extent necessary to ensure that no portion of the Total Payments is subject to the Excise Tax but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income or payroll taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local or payroll income taxes on such Total Payments and the amount of Excise Tax to which Employee would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). If a reduction is to occur pursuant to this Section 17(a), unless an affirmative election by Employee is permitted by (such that it would not result in taxation under) Section 409A of the Code, the reduction to the Total Payments shall be implemented in the following order: (x) cash severance payments under this Agreement; (y) accelerated vesting of any equity-based awards; (z) non-cash benefits under this Agreement; and any other payments or benefits under this Agreement or otherwise. If no reduction is to occur pursuant to this Section 17(a), the Total Payments shall be delivered and paid to Employee in full.


(b)For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which Employee shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account; (ii) no portion of the Total Payments shall be taken into account which, in the written opinion of an independent, nationally recognized accounting firm and/or tax counsel appointed or engaged by Company with Employee’s prior written consent prior to any change in ownership or control (within the meaning of Treasury Regulations Section 1.280G-1, Q&As 27 - 29) (the “Independent Advisors”), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the written opinion of Independent Advisors, constitutes reasonable compensation for services actually rendered (or for holding oneself out as available to perform services and refraining from performing services (such as under a covenant not to compete)), in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Independent Advisors in accordance with the principles of Sections 280G of the Code. In the event that the Independent Advisors are serving as accountants, auditors or counsel for the individual, entity or group effecting the change in ownership or control (within the meaning of Treasury Regulations Section 1.280G-1, Q&As 27 - 29), Company shall appoint another nationally recognized accounting firm and/or tax counsel to make the determinations hereunder, subject to the written consent of Employee which shall not be unreasonably withheld (which firm(s) shall then be referred to as the “Independent Advisors” hereunder). All determinations hereunder shall be made by the Independent Advisors, who shall provide detailed supporting calculations both to Company and Employee at such time as it is requested by Company or Employee. The determination of the Independent Advisors shall be final and binding upon Company and Employee, absent manifest error. Company shall be responsible for all charges for the Independent Advisors. Company and Employee shall promptly deliver to each other copies of any written communications, and summaries of any verbal communications, with any taxing authority regarding the Excise Tax covered by this Section 17.
(c)Notwithstanding anything contained in this Agreement or any other agreement between the Employee and the Company or any of its subsidiaries to the contrary, the Employee and the Company shall in good faith attempt to agree on steps to ensure that no payments to which the Employee would otherwise be entitled to receive pursuant to this Agreement or any such other plan, arrangement or agreement will be “parachute payments” as defined in Section 280G(b)(2) of the Code and shall cooperate with each other to mitigate the impact of the Excise Tax and any potential reduction to payments or benefits provided under this Agreement, any other plan, arrangement or agreement or otherwise.
18.SECTION 409A COMPLIANCE
Payments under this Agreement (the “Payments”) are intended to be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A, the Regulations, applicable case law and administrative guidance. In the event that the parties determine that the payments and benefits under this Agreement are not in compliance with or exempt from Section 409A, the parties shall in good faith attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain the intended economic benefits hereunder. All Payments shall be deemed to come from an unfunded plan. Notwithstanding any provision in this Agreement, all Payments subject to Section 409A will not be accelerated in time or schedule. Employee and Company will not be able to change the designated time or form of any Payments subject to Section


409A. To the extent that the period of time during which Employee may execute the Release spans two calendar years, the Severance Payment or CIC Severance Payment, as applicable shall be delayed until the second calendar year. In addition, to the extent the Severance Payment or the CIC Severance payment is deferred compensation and subject to Section 409A, it will only be payable upon a “separation from service” (as that term is defined at Section 1.409A-1(h) of the Treasury Regulations) from Company and from all other corporations and trades or businesses, if any, that would be treated as a single “service recipient” with Company under Section 1.409A-1(h)(3). All payments hereunder shall be treated as separate payments for purposes of Section 409A. All references in this Agreement to a termination of employment and correlative terms shall be construed to require a “separation from service.” Notwithstanding anything herein to the contrary, to the extent that a Payment is subject to, and not exempt from, Section 409A, if Employee is a “specified employee” as such term is defined under Section 409A, payment of the Severance Payment or the CIC Severance Payment, as applicable shall be delayed for a period of six (6) months following Employee’s separation of employment to the extent and up to an amount necessary to ensure such payments are not subject to penalties and interest under Section 409A. If the payments are delayed as a result of the previous sentence, then on the first business day following the end of such six (6) month period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, such as Employee’s death), Company shall pay Employee a lump sum amount equal to the cumulative amount that would have otherwise been payable to Employee during such period.
19.MISCELLANEOUS
(a)Withholding. Company shall withhold from any amounts to be paid or benefits provided to Employee hereunder any federal, state, local, or foreign withholding or other taxes or charges which it is from time to time required to withhold.
(b)Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof for the period defined and, upon its Effective Date, supersedes and nullifies all prior or contemporaneous conversations, negotiations, or agreements (oral or written) regarding the subject matter of this Agreement, including without limitation that certain Employment Agreement by and between Employee and Company effective as of April 1, 2022. To the extent this Agreement has been executed prior to its Effective Date and other agreements are in place as of the date of execution, such other agreements remain in place until the Effective Date has been reached, and the terms of this Agreement shall not be in effect unless and until the Effective Date has been reached.
(c)Amendments. This Agreement may not be modified or amended except in writing signed by Employee and Company and approved by a representative of Company’s Legal Department. This Agreement may be executed in counterparts, a counterpart transmitted via electronic means, and all executed counterparts, when taken together, shall constitute sufficient proof of the parties’ entry into this Agreement.
(d)Full Performance. The parties agree to execute any further or future documents which may be necessary to allow the full performance of this Agreement. The failure of a party to require performance of any provision of this Agreement shall not affect the right of such party to later enforce any provision. A waiver of the breach of any term or condition of this Agreement shall not be deemed a waiver of any subsequent breach of the same or any other term or condition.
(e)Blue Pencil; Injunctive Relief. If any provision of this Agreement shall, for any reason, be held unenforceable, such unenforceability shall not affect the remaining provisions hereof, except as


specifically noted in this Agreement, or the application of such provisions to other persons or circumstances, all of which shall be enforced to the greatest extent permitted by law. Company and Employee agree that the restrictions contained in Section 4, 5, 6, and 10, are material terms of this Agreement, reasonable in scope and duration and are necessary to protect Company’s Confidential Information, goodwill, specialized training expertise, and legitimate business interests. If any restrictive covenant is held to be unenforceable because of the scope, duration or geographic area, the parties agree that the court or arbitrator may reduce the scope, duration, or geographic area, and in its reduced form, such provision shall be enforceable. Should Employee violate the provisions of Sections 5, or 6, then in addition to all other remedies available to Company, the duration of these covenants shall be extended for the period of time when Employee began such violation until Employee permanently ceases such violation. Employee agrees that no bond will be required if an injunction is sought to enforce any of the covenants previously set forth herein.
(f)Expiration of Employment Period. In the event that Employee’s employment continues for any period of time following the end of the Employment Period, unless and until agreed to in a new executed agreement, such employment or continuation thereof is “at-will” and may be terminated at any time by either party.
(g)Construction. The headings in this Agreement are inserted for convenience of reference only and shall not control the meaning of any provision hereof. Nothing in this Agreement shall be construed to control or modify which entity (among Company’s family of entities) is Employee’s legal employer for purposes of any laws or regulations governing the employment relationship.
(h)Company Policies. Employee acknowledges receipt of the iHeartMedia Employee Guide (“Employee Guide”), Code of Conduct and other Company policies (available on Company’s intranet website) and agrees to review and abide by their terms, which along with any other policy referenced in this Agreement may be amended from time to time at Company’s discretion. Employee understands that Company policies do not constitute a contract between Employee and Company. Any conflict between such policies and this Agreement shall be resolved in favor of this Agreement.
(i)Effective Date. Upon full execution by all parties, this Agreement shall be effective on the Effective Date in Section 1.



EMPLOYEE:
/s/ Jordan R. Fasbender____________________ Date: 10/28/2024_______________
Jordan R. Fasbender
COMPANY:
/s/ Richard J. Bressler__________________ Date: 10/25/2024_______________
Richard J. Bressler
President, Chief Operating Officer and Chief Financial Officer





EXHIBIT 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
 
I, Robert W. Pittman, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of iHeartMedia, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 7, 2024

/s/ Robert W. Pittman
Robert W. Pittman
Chairman and Chief Executive Officer


EXHIBIT 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
 
I, Richard J. Bressler, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of iHeartMedia, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 7, 2024
/s/ Richard J. Bressler
Richard J. Bressler
President and Chief Financial Officer


EXHIBIT 32.1 – CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
This certification is provided pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and accompanies the Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”) of iHeartMedia, Inc. (the “Company”). The undersigned hereby certifies that to his knowledge, the Form 10-Q fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: November 7, 2024

By:/s/ Robert W. Pittman
Name:Robert W. Pittman
Title:Chairman and Chief Executive Officer


*EXHIBIT 32.2 – CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
This certification is provided pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and accompanies the Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”) of iHeartMedia, Inc. (the “Company”). The undersigned hereby certifies that to his knowledge, the Form 10-Q fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: November 7, 2024

By:/s/ Richard J. Bressler
Name:Richard J. Bressler
Title:President and Chief Financial Officer

v3.24.3
Cover - shares
 9 Months Ended
Sep. 30, 2024
Nov. 04, 2024
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2024  
Document Transition Report false  
Entity File Number 001-38987  
Entity Registrant Name IHEARTMEDIA, INC.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 26-0241222  
Entity Address, Address Line One 20880 Stone Oak Parkway  
Entity Address, City or Town San Antonio,  
Entity Address, State or Province TX  
Entity Address, Postal Zip Code 78258  
City Area Code 210  
Local Phone Number 822-2828  
Title of 12(b) Security Class A Common Stock, par value $0.001 per share  
Trading Symbol IHRT  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Central Index Key 0001400891  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Amendment Flag false  
Class A Shares    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   125,788,438
Class B Shares    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   21,285,914
v3.24.3
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
CURRENT ASSETS    
Cash and cash equivalents $ 431,764 $ 346,382
Accounts receivable, net of allowance of $40,479 in 2024 and $38,055 in 2023 894,468 1,041,214
Prepaid expenses 148,021 93,131
Other current assets 33,778 26,189
Total Current Assets 1,508,031 1,506,916
PROPERTY, PLANT AND EQUIPMENT    
Property, plant and equipment, net 500,171 558,865
INTANGIBLE ASSETS AND GOODWILL    
Indefinite-lived intangibles - licenses 809,928 1,113,979
Other intangibles, net 988,800 1,173,210
Goodwill 1,105,347 1,721,483
OTHER ASSETS    
Operating lease right-of-use assets 670,959 704,992
Other assets 195,774 173,166
Total Assets 5,779,010 6,952,611
CURRENT LIABILITIES    
Accounts payable 235,756 236,162
Current operating lease liabilities 70,360 73,832
Accrued expenses 258,685 317,575
Accrued interest 51,537 61,987
Deferred revenue 162,934 158,540
Current portion of long-term debt 1,059 340
Total Current Liabilities 780,331 848,436
Long-term debt 5,220,788 5,214,810
Noncurrent operating lease liabilities 721,734 762,820
Deferred income taxes 272,516 339,768
Other long-term liabilities 193,062 171,535
Commitments and contingent liabilities (Note 6)
STOCKHOLDERS' DEFICIT    
Noncontrolling interest 5,236 9,397
Preferred stock, par value $.001 per share, 100,000,000 shares authorized, no shares issued and outstanding 0 0
Additional paid-in capital 2,969,013 2,947,096
Accumulated deficit (4,371,573) (3,330,142)
Accumulated other comprehensive loss (1,334) (1,128)
Cost of shares (1,567,688 in 2024 and 983,589 in 2023) held in treasury (10,912) (10,127)
Total Stockholders' Deficit (1,409,421) (384,758)
Total Liabilities and Stockholders' Deficit 5,779,010 6,952,611
Class A Common Stock    
STOCKHOLDERS' DEFICIT    
Common stock 128 125
Class B Common Stock    
STOCKHOLDERS' DEFICIT    
Common stock 21 21
Special Warrants    
STOCKHOLDERS' DEFICIT    
Common stock $ 0 $ 0
v3.24.3
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Class of Stock [Line Items]    
Allowance for receivables $ 40,479 $ 38,055
Preferred stock, par value (in dollars per share) $ 0.000001 $ 0.000001
Preferred stock, shares authorized (in shares) 100,000,000 100,000,000
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Shares held in treasury (in shares) 1,567,688 983,589
Class A Common Stock    
Class of Stock [Line Items]    
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized (in shares) 1,000,000,000 1,000,000,000
Common stock, shares issued (in shares) 127,344,725 124,299,288 [1]
Common stock, shares outstanding (in shares) 127,344,725 124,299,288
Class B Common Stock    
Class of Stock [Line Items]    
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized (in shares) 1,000,000,000 1,000,000,000
Common stock, shares issued (in shares) 21,285,914 21,347,363 [1]
Common stock, shares outstanding (in shares) 21,285,914 21,347,363 [1]
Special Warrants    
Class of Stock [Line Items]    
Common stock, shares issued (in shares) 5,039,323 5,101,870 [1]
Common stock, shares outstanding (in shares) 5,039,323 5,101,870 [1]
[1] The Company's Preferred Stock is not presented in the data above as there were no shares issued and outstanding in 2024, 2023 or 2022.
v3.24.3
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($)
shares in Thousands, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Statement [Abstract]        
Revenue $ 1,008,133 $ 952,989 $ 2,736,263 $ 2,684,242
Operating expenses:        
Direct operating expenses (excludes depreciation and amortization) 409,745 379,997 1,133,154 1,079,678
Selling, general and administrative expenses (excludes depreciation and amortization) 418,833 393,628 1,235,591 1,190,202
Depreciation and amortization 101,331 106,451 310,849 323,028
Impairment charges 412 570 922,144 965,087
Other operating expense 1,092 3,378 2,180 3,338
Operating income (loss) 76,720 68,965 (867,655) (877,091)
Interest expense, net 95,715 99,509 286,807 293,659
Gain (loss) on investments, net (103) (7,381) 91,479 (19,924)
Equity in loss of nonconsolidated affiliates (2,587) (3,514) (2,693) (3,518)
Gain on extinguishment of debt 0 23,947 0 51,474
Other income (expense), net 1,195 (738) 468 (1,109)
Loss before income taxes (20,490) (18,230) (1,065,208) (1,143,827)
Income tax benefit (expense) (20,835) 9,261 23,786 29,513
Net loss (41,325) (8,969) (1,041,422) (1,114,314)
Less amount attributable to noncontrolling interest (60) 84 9 1,469
Net loss attributable to the Company (41,265) (9,053) (1,041,431) (1,115,783)
Other comprehensive income (loss), net of tax:        
Foreign currency translation adjustments 262 (332) (206) (455)
Other comprehensive income (loss), net of tax 262 (332) (206) (455)
Comprehensive loss (41,003) (9,385) (1,041,637) (1,116,238)
Less amount attributable to noncontrolling interest 0 0 0 0
Comprehensive loss attributable to the Company $ (41,003) $ (9,385) $ (1,041,637) $ (1,116,238)
Net loss attributable to the Company per common share:        
Basic (in dollars per share) $ (0.27) $ (0.06) $ (6.90) $ (7.48)
Weighted average common shares outstanding - Basic (in shares) 151,990 149,695 150,978 149,084
Diluted (in dollars per share) $ (0.27) $ (0.06) $ (6.90) $ (7.48)
Weighted average common shares outstanding - Diluted (in shares) 151,990 149,695 150,978 149,084
v3.24.3
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - USD ($)
$ in Thousands
Total
Class A Shares
Class B Shares
Special Warrants
Common Stock
Common Stock
Class A Shares
Common Stock
Class B Shares
Common Stock
Special Warrants
Non- controlling Interest
Additional Paid-in Capital
Accumulated Deficit
Accumulated Other Comprehensive Loss
Treasury Stock
Beginning balance (in shares) at Dec. 31, 2022 [1]           122,370,425 21,477,181 5,111,312          
Beginning balance at Dec. 31, 2022 $ 684,506       $ 144       $ 9,609 $ 2,912,500 $ (2,227,482) $ (1,331) $ (8,934)
Increase (Decrease) in Stockholders' Equity                          
Net income (loss) (1,114,314)               1,469   (1,115,783)    
Vesting of restricted stock and other (in shares) [1]           1,764,225              
Vesting of restricted stock and other (1,181)       2         (2)     (1,181)
Share-based compensation 26,833                 26,833      
Dividends declared and paid to noncontrolling interests (2,210)               (2,210)        
Conversion of Special Warrants to Class A and Class B Shares (in shares) [1]           9,383 59 (9,442)          
Conversion of Class B Shares to Class A Shares (in shares) [1]           129,877 (129,877)            
Other comprehensive income (loss) (455)                     (455)  
Ending balance (in shares) at Sep. 30, 2023 [1],[2]           124,273,910 21,347,363 5,101,870          
Ending balance at Sep. 30, 2023 (406,821)       146       8,868 2,939,331 (3,343,265) (1,786) (10,115)
Beginning balance (in shares) at Jun. 30, 2023 [2]           124,046,612 21,347,363 5,111,055          
Beginning balance at Jun. 30, 2023 (403,458)       145       10,351 2,931,598 (3,334,212) (1,454) (9,886)
Increase (Decrease) in Stockholders' Equity                          
Net income (loss) (8,969)               84   (9,053)    
Vesting of restricted stock and other (in shares) [2]           218,113              
Vesting of restricted stock and other (229)       1         (1)     (229)
Share-based compensation 7,734                 7,734      
Dividends declared and paid to noncontrolling interests (1,567)               (1,567)        
Conversion of Special Warrants to Class A and Class B Shares (in shares) [2]           9,185   (9,185)          
Conversion of Class B Shares to Class A Shares (in shares)           0              
Other comprehensive income (loss) (332)                     (332)  
Ending balance (in shares) at Sep. 30, 2023 [1],[2]           124,273,910 21,347,363 5,101,870          
Ending balance at Sep. 30, 2023 (406,821)       146       8,868 2,939,331 (3,343,265) (1,786) (10,115)
Beginning balance (in shares) at Dec. 31, 2023   124,299,288 21,347,363 [1] 5,101,870 [1]   124,299,288 [1] 21,347,363 [1] 5,101,870 [1]          
Beginning balance at Dec. 31, 2023 (384,758)       146       9,397 2,947,096 (3,330,142) (1,128) (10,127)
Increase (Decrease) in Stockholders' Equity                          
Net income (loss) (1,041,422)               9   (1,041,431)    
Vesting of restricted stock and other (in shares) [1]           2,921,441              
Vesting of restricted stock and other (785)       3         (3)     (785)
Share-based compensation 21,920                 21,920      
Dividends declared and paid to noncontrolling interests (4,170)               (4,170)        
Conversion of Special Warrants to Class A and Class B Shares (in shares)           62,547 [1] 0 (62,547) [1]          
Conversion of Class B Shares to Class A Shares (in shares) [1]           61,449 (61,449)            
Other comprehensive income (loss) (206)                     (206)  
Ending balance (in shares) at Sep. 30, 2024   127,344,725 21,285,914 5,039,323   127,344,725 [1],[2] 21,285,914 [1],[2] 5,039,323 [1],[2]          
Ending balance at Sep. 30, 2024 (1,409,421)       149       5,236 2,969,013 (4,371,573) (1,334) (10,912)
Beginning balance (in shares) at Jun. 30, 2024 [2]           126,905,933 21,344,390 5,043,307          
Beginning balance at Jun. 30, 2024 (1,374,643)       148       5,683 2,962,275 (4,330,308) (1,596) (10,845)
Increase (Decrease) in Stockholders' Equity                          
Net income (loss) (41,325)               (60)   (41,265)    
Vesting of restricted stock and other (in shares) [2]           376,332              
Vesting of restricted stock and other (67)       1         (1)     (67)
Share-based compensation 6,739                 6,739      
Dividends declared and paid to noncontrolling interests (387)               (387)        
Conversion of Special Warrants to Class A and Class B Shares (in shares) [2]           3,984   (3,984)          
Conversion of Class B Shares to Class A Shares (in shares) [2]           58,476 (58,476)            
Other comprehensive income (loss) 262                     262  
Ending balance (in shares) at Sep. 30, 2024   127,344,725 21,285,914 5,039,323   127,344,725 [1],[2] 21,285,914 [1],[2] 5,039,323 [1],[2]          
Ending balance at Sep. 30, 2024 $ (1,409,421)       $ 149       $ 5,236 $ 2,969,013 $ (4,371,573) $ (1,334) $ (10,912)
[1] The Company's Preferred Stock is not presented in the data above as there were no shares issued and outstanding in 2024, 2023 or 2022.
[2] The Company's Preferred Stock is not presented in the data above as there were no shares issued and outstanding in 2024 or 2023.
v3.24.3
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash flows from operating activities:    
Net loss $ (1,041,422) $ (1,114,314)
Reconciling items:    
Impairment charges 922,144 965,087
Depreciation and amortization 310,849 323,028
Deferred taxes (67,239) (107,089)
Provision for doubtful accounts 13,774 22,914
Amortization of deferred financing charges and note discounts, net 5,247 5,026
Share-based compensation 21,920 26,833
Loss on disposal of operating and other assets 1,090 1,706
(Gain) Loss on investments (91,479) 19,924
Equity in loss of nonconsolidated affiliates 2,693 3,518
Gain on extinguishment of debt 0 (51,474)
Barter and trade income (28,779) (21,419)
Other reconciling items, net 273 800
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:    
Decrease in accounts receivable 128,433 30,769
Increase in prepaid & other current assets (46,938) (56,835)
Decrease in other long-term assets 347 401
Increase (Decrease) in accounts payable 4,229 (60,748)
Increase (Decrease) in accrued expenses (57,051) 43,107
Decrease in accrued interest (10,451) (11,539)
Increase in deferred revenue 2,048 42,497
Increase (Decrease) in other long-term liabilities 529 (3,234)
Cash provided by operating activities 70,217 58,958
Cash flows from investing activities:    
Proceeds from sale of investments 101,756 3,106
Purchases of property, plant and equipment (72,174) (90,456)
Proceeds from disposal of assets 254 54,101
Change in other, net (6,319) (6,742)
Cash provided by (used for) investing activities 23,517 (39,991)
Cash flows from financing activities:    
Payments on long-term debt and credit facilities (586) (138,565)
Dividends and other payments to noncontrolling interests (4,170) (2,210)
Change in other, net (3,687) (1,182)
Cash used for financing activities (8,443) (141,957)
Effect of exchange rate changes on cash, cash equivalents and restricted cash 91 (192)
Net increase (decrease) in cash, cash equivalents and restricted cash 85,382 (123,182)
Cash, cash equivalents and restricted cash at beginning of period 346,382 336,661
Cash, cash equivalents and restricted cash at end of period 431,764 213,479
SUPPLEMENTAL DISCLOSURES:    
Cash paid for interest 301,900 304,216
Cash paid for income taxes $ 3,675 $ 13,254
v3.24.3
BASIS OF PRESENTATION
 9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
BASIS OF PRESENTATION 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, 2023.
The Company reports based on three reportable segments:
▪the Multiplatform Group, which includes the Company's Broadcast radio, Networks and Sponsorships and Events businesses;
▪the Digital Audio Group, which includes all of the Company's Digital businesses, including Podcasting; and
▪the Audio & Media Services Group, which includes Katz Media 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, cash flows, and cost of capital are impacted by changes in economic conditions. Higher interest rates and inflation have contributed to a challenging macroeconomic environment since 2022. This challenging environment has led to broader market uncertainty which has impacted the Company's revenues and cash flows. The current market uncertainty and macroeconomic conditions, a recession, or a downturn in the U.S. economy could have a significant impact on the Company's ability to generate revenue and cash flows.
The challenging environment has resulted in lower advertising spending by businesses and has delayed our expected recovery. In addition, this economic uncertainty has had a significant impact on the trading values of the Company's debt and equity securities for a sustained period. The Company therefore performed an interim impairment test as of June 30, 2024 on the goodwill recorded in its reporting units, as well as its indefinite-lived Federal Communication Commission ("FCC") licenses. The June 30, 2024 testing resulted in non-cash impairment charges of $616.1 million and $304.1 million to reduce the goodwill and FCC license balances, respectively. The Company performs its annual impairment test on goodwill and indefinite-lived FCC licenses, as of July 1 of each year. No impairment was required in the third quarter as part of the 2024 annual impairment testing.
As of September 30, 2024, the Company had approximately $431.8 million in cash and cash equivalents, and the $450.0 million senior secured asset-based revolving credit facility entered into on May 17, 2022 (the "ABL Facility") had a facility size of $450.0 million, no outstanding borrowings and $23.7 million of outstanding letters of credit, resulting in $426.3 million of borrowing base availability. The Company's total available liquidity as of September 30, 2024 was $858.1 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 to conform to the 2024 presentation.
Restricted Cash 
As of September 30, 2024 and December 31, 2023, the Company did not have any restricted cash balances on the Consolidated Balance Sheets.
Certain Relationships and Related Party Transactions
From time to time, certain companies in which the Company holds minority equity interests, purchase advertising in the ordinary course. None of these ordinary course transactions have had a material impact on the Company.
New Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued Update 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of the title and position of the Chief Operating Decision Maker (“CODM”), an explanation of how the CODM uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources, and disclosure of expenses provided to the CODM that are included within the reported measure of segment profit or loss. The amendments of ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and should be applied retrospectively to all periods presented. The Company is currently evaluating the impact of this standard on our disclosures.
In December 2023, the FASB issued Update 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the disclosure requirements for income tax rate reconciliation, domestic and foreign income taxes, and unrecognized tax benefits. The amendments of ASU 2023-09 are effective for annual periods beginning after December 15, 2024. Early adoption is permitted, and should be applied prospectively. We are currently evaluating the impact of this standard on our annual disclosures, including timing of adoption.
v3.24.3
REVENUE
 9 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
REVENUE REVENUE
Disaggregation of Revenue
The following tables show revenue streams for the three and nine months ended September 30, 2024 and 2023:
(In thousands)Multiplatform GroupDigital Audio GroupAudio & Media Services GroupEliminationsConsolidated
Three Months Ended September 30, 2024
Revenue from contracts with customers:
  Broadcast Radio(1)
$448,808 $— $— $— $448,808 
  Networks(2)
115,310 — — — 115,310 
  Sponsorship and Events(3)
50,329 — — — 50,329 
  Digital, excluding Podcast(4)
— 186,996 — (1,189)185,807 
  Podcast(5)
— 114,045 — — 114,045 
  Audio & Media Services(6)
— — 90,050 (1,313)88,737 
  Other(7)
4,978 — — — 4,978 
     Total619,425 301,041 90,050 (2,502)1,008,014 
Revenue from leases(8)
119 — — — 119 
Revenue, total$619,544 $301,041 $90,050 $(2,502)$1,008,133 
Three Months Ended September 30, 2023
Revenue from contracts with customers:
  Broadcast Radio(1)
$455,103 $— $— $— $455,103 
  Networks(2)
116,334 — — — 116,334 
  Sponsorship and Events(3)
49,500 — — — 49,500 
  Digital, excluding Podcast(4)
— 164,559 — (1,222)163,337 
  Podcast(5)
— 102,663 — — 102,663 
  Audio & Media Services(6)
— — 61,979 (1,373)60,606 
  Other(7)
5,210 — — — 5,210 
Total626,147 267,222 61,979 (2,595)952,753 
Revenue from leases(8)
236 — — — 236 
Revenue, total$626,383 $267,222 $61,979 $(2,595)$952,989 
(In thousands)Multiplatform GroupDigital Audio GroupAudio & Media Services GroupEliminationsConsolidated
Nine Months Ended September 30, 2024
Revenue from contracts with customers:
  Broadcast Radio(1)
$1,233,636 $— $— $— $1,233,636 
  Networks(2)
323,952 — — — 323,952 
  Sponsorship and Events(3)
117,279 — — — 117,279 
  Digital, excluding Podcast(4)
— 516,433 — (3,549)512,884 
  Podcast(5)
— 309,190 — — 309,190 
  Audio & Media Services(6)
— — 229,300 (4,025)225,275 
  Other(7)
13,503 — — — 13,503 
Total1,688,370 825,623 229,300 (7,574)2,735,719 
Revenue from leases(8)
544 — — — 544 
Revenue, total$1,688,914 $825,623 $229,300 $(7,574)$2,736,263 
Nine Months Ended September 30, 2023
Revenue from contracts with customers:
  Broadcast Radio(1)
$1,267,493 $— $— $— $1,267,493 
  Networks(2)
346,456 — — — 346,456 
  Sponsorship and Events(3)
120,297 — — — 120,297 
  Digital, excluding Podcast(4)
— 475,291 — (3,627)471,664 
  Podcast(5)
— 276,181 — — 276,181 
  Audio & Media Services(6)
— — 189,134 (4,077)185,057 
  Other(7)
15,719 — — — 15,719 
Total1,749,965 751,472 189,134 (7,704)2,682,867 
Revenue from leases(8)
1,375 — — — 1,375 
Revenue, total$1,751,340 $751,472 $189,134 $(7,704)$2,684,242 

(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.
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,
(In thousands)2024202320242023
  Trade and barter revenues$87,768 $77,228 $198,350 $175,492 
  Trade and barter expenses67,243 49,995 159,210 128,902 

In addition to the trade and barter revenue in the table above, the Company recognized $13.3 million and $9.7 million during the three months ended September 30, 2024 and 2023, respectively, and $28.8 million and $21.4 million during the nine months ended September 30, 2024 and 2023, 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,
(In thousands)2024202320242023
Deferred revenue from contracts with customers:
  Beginning balance(1)
$181,883 $184,827 $181,899 $157,910 
    Revenue recognized, included in beginning balance(63,013)(73,407)(115,463)(102,588)
    Additions, net of revenue recognized during period, and other64,627 84,600 117,061 140,698 
  Ending balance$183,497 $196,020 $183,497 $196,020 
(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 30, 2024, the Company expects to recognize $246.2 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.
Revenue from Leases
As of September 30, 2024, the future lease payments to be received by the Company are as follows:
(In thousands)
2024$100 
2025149 
202682 
202741 
202825 
Thereafter5 
  Total$402 
v3.24.3
LEASES
 9 Months Ended
Sep. 30, 2024
Leases [Abstract]  
LEASES 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.
On September 29, 2023, the Company completed the sale of 122 of our broadcast tower sites and related assets for $45.3 million and entered into operating leases for the use of space on 121 of the broadcast tower sites and related assets sold. The Company realized a net loss of $3.2 million on the sale, which was recorded in Other Operating Expense, net in the Statement of Comprehensive Loss. The leases are for an initial term of ten years and include four optional five-year renewal periods. In connection with the transaction, the Company recorded ROU assets and lease liabilities with aggregate values of $26.3 million related to these leases.
The Company tests for impairment of assets whenever events and circumstances indicate that such assets might be impaired. During the nine months ended September 30, 2024, the Company recognized non-cash impairment charges of $1.5 million due to changes in sublease assumptions for ROU assets related to certain operating leases for which management has made proactive decisions to abandon and sublease in connection with strategic actions to streamline the Company’s real estate footprint. There were no lease impairments recognized during the three months ended September 30, 2024. During the three and nine months ended September 30, 2023, the Company recognized non-cash impairment charges of $0.6 million and $6.1 million, respectively, due to changes in sublease assumptions for ROU assets.
The implicit rate within the Company's lease agreements is generally not determinable. As such, the Company uses the incremental borrowing rate ("IBR") to determine the present value of lease payments at the commencement of the lease. The IBR, as defined in ASC 842, is "the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment."
The following table provides supplemental cash flow information related to leases for the periods presented:
Nine Months Ended September 30,
(In thousands)20242023
Cash paid for amounts included in measurement of operating lease liabilities$112,468 $104,784 
Lease liabilities arising from obtaining right-of-use assets(1)
15,542 37,736 
(1) Lease liabilities from obtaining right-of-use assets include new leases entered into during the nine months ended September 30, 2024 and 2023, 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 $16.2 million and $16.4 million for the three months ended September 30, 2024 and 2023, respectively. The non-cash operating lease expense was $47.7 million and $50.9 million for the nine months ended September 30, 2024 and 2023, respectively.
v3.24.3
PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND GOODWILL
 9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND GOODWILL PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND GOODWILL
Property, Plant and Equipment
The Company’s property, plant and equipment consisted of the following classes of assets:
(In thousands)September 30,
2024		December 31,
2023
Land, buildings and improvements$328,606 $316,655 
Towers, transmitters and studio equipment205,035 195,609 
Computer equipment and software708,795 685,417 
Furniture and other equipment55,726 47,684 
Construction in progress27,849 16,473 
1,326,011 1,261,838 
Less: accumulated depreciation825,840 702,973 
Property, plant and equipment, net$500,171 $558,865 
Indefinite-lived Intangible Assets
The Company’s indefinite-lived intangible assets consist of FCC broadcast licenses in its Multiplatform Group segment.
The Company performs its annual impairment test on goodwill and indefinite-lived FCC licenses, as of July 1 of each year. In addition, the Company tests for impairment of intangible assets whenever events and circumstances indicate that such assets might be impaired.

As discussed in Note 1, Basis of Presentation, economic uncertainty due 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 Company's revenues, cash flows and trading values of the Company's debt and equity securities for a sustained period. As a result, the Company performed an interim impairment test as of June 30, 2024 on its FCC licenses, which resulted in a non-cash impairment charge of $304.1 million in the second quarter of 2024. No impairment was identified related to our FCC licenses as part of the 2024 annual impairment test performed during the third quarter of 2024.
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.
(In thousands)September 30, 2024December 31, 2023
Gross Carrying AmountAccumulated AmortizationGross Carrying AmountAccumulated Amortization
Customer / advertiser relationships$1,652,623 $(925,798)$1,652,623 $(800,377)
Talent and other contracts338,900 (235,320)338,900 (203,479)
Trademarks and tradenames335,912 (181,955)335,912 (156,468)
Other18,003 (13,565)18,003 (11,904)
Total$2,345,438 $(1,356,638)$2,345,438 $(1,172,228)
Total amortization expense related to definite-lived intangible assets for the Company for the three months ended September 30, 2024 and 2023 was $61.2 million and $61.7 million, respectively. Total amortization expense related to definite-lived intangible assets for the Company for the nine months ended September 30, 2024 and 2023 was $184.3 million and $185.3 million, respectively.
The following table presents the Company’s estimate of amortization expense for each of the five succeeding fiscal years for definite-lived intangible assets:
(In thousands)
2025$213,758 
2026201,512 
2027176,171 
2028160,395 
2029121,622 
Goodwill
The following table presents the changes in the carrying amount of goodwill:
(In thousands)Multiplatform GroupDigital Audio GroupAudio & Media Services GroupConsolidated
Balance as of December 31, 2023(1)
$1,340,459 $311,426 $69,598 $1,721,483 
Impairment(608,958)— (7,127)(616,085)
Foreign currency— (73)22 (51)
Balance as of September 30, 2024
$731,501 $311,353 $62,493 $1,105,347 
Cumulative Impairment$1,954,895 $439,383 $41,642 $2,435,920 
(1) Beginning goodwill balance is presented net of prior accumulated impairment losses of $1.3 billion related to our Multiplatform Group, $439.4 million related to our Digital Audio Group and $34.5 million related to our Audio & Media Services Group.
Goodwill Impairment
The Company performs its impairment test for each reporting unit’s goodwill as of July 1 of each year. The Company also tests goodwill at interim dates if events or changes in circumstances indicate that goodwill might be impaired.

As discussed above, economic uncertainty has had a significant impact on the Company's revenue, cash flows, and the trading values of the Company's debt and equity securities for a sustained period. As a result, the Company performed an interim impairment test as of June 30, 2024 on its goodwill, resulting in a non-cash impairment charge of $616.1 million in the second quarter of 2024. No impairment was identified related to our goodwill balance as part of the 2024 annual impairment test performed during the third quarter of 2024.
PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND GOODWILL PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND GOODWILL
Property, Plant and Equipment
The Company’s property, plant and equipment consisted of the following classes of assets:
(In thousands)September 30,
2024		December 31,
2023
Land, buildings and improvements$328,606 $316,655 
Towers, transmitters and studio equipment205,035 195,609 
Computer equipment and software708,795 685,417 
Furniture and other equipment55,726 47,684 
Construction in progress27,849 16,473 
1,326,011 1,261,838 
Less: accumulated depreciation825,840 702,973 
Property, plant and equipment, net$500,171 $558,865 
Indefinite-lived Intangible Assets
The Company’s indefinite-lived intangible assets consist of FCC broadcast licenses in its Multiplatform Group segment.
The Company performs its annual impairment test on goodwill and indefinite-lived FCC licenses, as of July 1 of each year. In addition, the Company tests for impairment of intangible assets whenever events and circumstances indicate that such assets might be impaired.

As discussed in Note 1, Basis of Presentation, economic uncertainty due 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 Company's revenues, cash flows and trading values of the Company's debt and equity securities for a sustained period. As a result, the Company performed an interim impairment test as of June 30, 2024 on its FCC licenses, which resulted in a non-cash impairment charge of $304.1 million in the second quarter of 2024. No impairment was identified related to our FCC licenses as part of the 2024 annual impairment test performed during the third quarter of 2024.
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.
(In thousands)September 30, 2024December 31, 2023
Gross Carrying AmountAccumulated AmortizationGross Carrying AmountAccumulated Amortization
Customer / advertiser relationships$1,652,623 $(925,798)$1,652,623 $(800,377)
Talent and other contracts338,900 (235,320)338,900 (203,479)
Trademarks and tradenames335,912 (181,955)335,912 (156,468)
Other18,003 (13,565)18,003 (11,904)
Total$2,345,438 $(1,356,638)$2,345,438 $(1,172,228)
Total amortization expense related to definite-lived intangible assets for the Company for the three months ended September 30, 2024 and 2023 was $61.2 million and $61.7 million, respectively. Total amortization expense related to definite-lived intangible assets for the Company for the nine months ended September 30, 2024 and 2023 was $184.3 million and $185.3 million, respectively.
The following table presents the Company’s estimate of amortization expense for each of the five succeeding fiscal years for definite-lived intangible assets:
(In thousands)
2025$213,758 
2026201,512 
2027176,171 
2028160,395 
2029121,622 
Goodwill
The following table presents the changes in the carrying amount of goodwill:
(In thousands)Multiplatform GroupDigital Audio GroupAudio & Media Services GroupConsolidated
Balance as of December 31, 2023(1)
$1,340,459 $311,426 $69,598 $1,721,483 
Impairment(608,958)— (7,127)(616,085)
Foreign currency— (73)22 (51)
Balance as of September 30, 2024
$731,501 $311,353 $62,493 $1,105,347 
Cumulative Impairment$1,954,895 $439,383 $41,642 $2,435,920 
(1) Beginning goodwill balance is presented net of prior accumulated impairment losses of $1.3 billion related to our Multiplatform Group, $439.4 million related to our Digital Audio Group and $34.5 million related to our Audio & Media Services Group.
Goodwill Impairment
The Company performs its impairment test for each reporting unit’s goodwill as of July 1 of each year. The Company also tests goodwill at interim dates if events or changes in circumstances indicate that goodwill might be impaired.

As discussed above, economic uncertainty has had a significant impact on the Company's revenue, cash flows, and the trading values of the Company's debt and equity securities for a sustained period. As a result, the Company performed an interim impairment test as of June 30, 2024 on its goodwill, resulting in a non-cash impairment charge of $616.1 million in the second quarter of 2024. No impairment was identified related to our goodwill balance as part of the 2024 annual impairment test performed during the third quarter of 2024.
v3.24.3
LONG-TERM DEBT
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
LONG-TERM DEBT LONG-TERM DEBT
Long-term debt outstanding for the Company consisted of the following:
(In thousands)September 30, 2024December 31, 2023
Term Loan Facility due 2026$1,864,032 $1,864,032 
Incremental Term Loan Facility due 2026401,220 401,220 
Asset-based Revolving Credit Facility due 2027(1)
— — 
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(2)
3,076 3,367 
Total consolidated secured debt4,318,328 4,318,619 
8.375% Senior Unsecured Notes due 2027
916,357 916,357 
Other unsecured subsidiary debt2,191 — 
Original issue discount(5,213)(7,558)
Long-term debt fees(9,816)(12,268)
Total debt5,221,847 5,215,150 
Less: Current portion1,059 340 
Total long-term debt$5,220,788 $5,214,810 
(1)As of September 30, 2024, the ABL Facility had a facility size of $450.0 million, no outstanding borrowings and $23.7 million of outstanding letters of credit, resulting in $426.3 million of borrowing base availability.
(2)Other secured subsidiary debt consists of finance lease obligations maturing at various dates from 2025 through 2045.
The Company’s weighted average interest rate was 7.1% and 7.3% as of September 30, 2024 and December 31, 2023, respectively. The aggregate market value of the Company’s debt based on market prices for which quotes were available was approximately $3.9 billion and $4.2 billion as of September 30, 2024 and December 31, 2023, 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. As of September 30, 2024, the Company was in compliance with all covenants related to our debt agreements.
On June 15, 2023, iHeartCommunications, Inc. ("iHeartCommunications"), a wholly-owned subsidiary of iHeartMedia, 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%.
As further described under Note 10, Subsequent Events, on November 6, 2024, the Company entered into a transaction support agreement (the "TSA") pursuant to which, among other transactions described in Note 10, certain lenders and holders (or their managers, advisors, or sub-advisors) of iHeartCommunications' outstanding notes and term loans (collectively, the "Supporting Holders") have agreed to the terms of, and to support, (i) exchange offer transactions that will be offered to all holders of the Company's Existing Debt (as defined in Note 10), consisting of two alternative exchange transaction structures, each of which will extend the maturity of the Existing Debt tendered in the exchange offer transactions by three years, and (ii) concurrent consent solicitations to amend certain provisions in the indentures and credit agreement governing the Existing Debt. In the first transaction structure, if certain thresholds of holder participation are met, iHeartCommunications will issue new secured debt in exchange for the Existing Debt held by participating holders. Alternatively, if certain thresholds of holder participation are not met, newly-formed subsidiaries of the Company holding certain transferred assets and an intercompany note (to be issued by iHeartMedia + Entertainment, Inc., a wholly owned subsidiary of iHeartCommunications) will issue new secured debt in exchange for the Existing Debt held by participating holders.
Concurrently with entry into the TSA and as further described under Note 10, the Company also entered into an amendment to the ABL Facility to, among other things, permit both exchange transaction alternative and other related transactions, amend certain provisions and increase the interest rate on the ABL Facility by (a) if the first transaction is consummated, 0.50%, and (b) if the alternative transaction is consummated, 1.00%. Such amendments will become effective upon the satisfaction or waiver of certain conditions.

Surety Bonds and Letters of Credit
As of September 30, 2024, the Company and its subsidiaries had outstanding surety bonds and commercial standby letters of credit of $8.9 million and $23.7 million, respectively. These surety bonds and letters of credit relate to various operational matters including insurance, lease and performance bonds as well as other items.
v3.24.3
COMMITMENTS AND CONTINGENCIES
 9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES 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 of 1934, as amended (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 (the "2020 Declaratory Ruling").
v3.24.3
INCOME TAXES
 9 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
The Company’s income tax benefit (expense) consisted of the following components:
(In thousands)Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Current tax expense$(23,066)$(38,930)$(43,453)$(77,576)
Deferred tax benefit2,231 48,191 67,239 107,089 
Income tax benefit (expense)$(20,835)$9,261 $23,786 $29,513 

The effective tax rates for the Company for the three and nine months ended September 30, 2024 were (101.7)% and 2.2%, respectively. The three month effective tax rate was primarily impacted by changes in the forecasted increase in valuation allowances recorded against certain deferred assets, related primarily to disallowed interest expense carryforwards due to uncertainty regarding the Company's ability to utilize those assets in future periods. The nine month effective tax rate was primarily impacted by impairment charges to non-deductible goodwill recorded during the second quarter of 2024, as discussed in Note 4, Property, Plant, and Equipment, Intangibles, and Goodwill as well as the valuation allowance changes noted above.
The effective tax rates for the Company for the three and nine months ended September 30, 2023 were 50.8% and 2.6%, respectively. The three month effective tax rate was 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. The nine month effective tax rate was primarily impacted by impairment charges to non-deductible goodwill recorded during the second quarter of 2023.
v3.24.3
STOCKHOLDERS' DEFICIT
 9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
STOCKHOLDERS' DEFICIT STOCKHOLDERS' 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, the 2021 Long-Term Incentive Award Plan (the “2021 Plan”) was approved by stockholders and replaced the 2019 Plan. Pursuant
to the 2021 Plan, the 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 in the Consolidated Statements of Comprehensive Loss. The Company periodically issues restricted stock units ("RSUs") and performance-based RSUs ("Performance RSUs") to certain key employees, some of which are settled in cash. The RSUs vest solely due to continued service over time. The Performance RSUs generally vest upon the achievement of certain market goals, performance goals, and continued service. The majority of these awards are being measured over an 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.
The following table presents the Company's total share based compensation expense by award type:

(In thousands)Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
RSUs$5,636 $5,112 $15,647 $16,750 
Performance RSUs2,150 2,288 6,351 6,520 
Options477 791 1,965 4,285 
Total Share Based Compensation Expense(1)
$8,263 $8,191 $23,963 $27,555 
(1) Total share based compensation expense includes $1.5 million and $2.0 million of expense from cash settled awards for the three and nine months ended September 30, 2024, respectively. Total share based compensation expense includes $0.4 million and $0.7 million of expense from cash settled awards for the three and nine months ended September 30, 2023, respectively.

As of September 30, 2024, there was $38.1 million of unrecognized compensation cost related to share-based compensation arrangements. This cost is expected to be recognized over a weighted average period of approximately 1.6 years and assumes Performance RSUs will be fully earned at target.
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 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 months ended September 30, 2024 and 2023 there were 3,984 and 9,185 Special Warrants, respectively, exercised for shares of Class A common stock. During the three months ended September 30, 2024 and 2023 there were no Special Warrants exercised for Class B common stock.

During the nine months ended September 30, 2024 and 2023, there were 62,547 and 9,383 Special Warrants, respectively, exercised for shares of Class A common stock. During the nine months ended September 30, 2023, there were 59 Special Warrants exercised for Class B common stock. There were no Special Warrants exercised for Class B common stock during the nine months ended September 30, 2024.
During the three months ended September 30, 2024 and 2023 stockholders converted 58,476 and no shares, respectively, of the Class B common stock into Class A common stock. During the nine months ended September 30, 2024 and 2023, stockholders converted 61,449 and 129,877 shares, respectively, of the Class B common stock into Class A common stock.

Computation of Loss per Share
(In thousands, except per share data)Three Months Ended
September 30,		Nine Months Ended
September 30,
 2024202320242023
NUMERATOR:    
Net loss attributable to the Company – common shares$(41,265)$(9,053)$(1,041,431)$(1,115,783)
DENOMINATOR(1):
   
Weighted average common shares outstanding - basic151,990 149,695 150,978 149,084 
  Stock options and restricted stock(2):
— — — — 
Weighted average common shares outstanding - diluted151,990 149,695 150,978 149,084 
Net loss attributable to the Company per common share:   
Basic$(0.27)$(0.06)$(6.90)$(7.48)
Diluted(0.27)(0.06)(6.90)(7.48)
(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 months ended September 30, 2024 and 2023.
(2) Outstanding equity service awards representing 14.8 million and 14.6 million shares of Class A common stock of the Company for the three months ended September 30, 2024 and 2023, respectively, and 15.2 million and 13.3 million for the nine months ended September 30, 2024 and 2023, respectively, were not included in the computation of diluted earnings per share because to do so would have been antidilutive.
v3.24.3
SEGMENT DATA
 9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
SEGMENT DATA 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.
The following tables present the Company's segment results:
Segments
(In thousands)Multiplatform GroupDigital Audio GroupAudio & Media Services GroupCorporate and other reconciling itemsEliminationsConsolidated
Three Months Ended September 30, 2024
Revenue$619,544 $301,041 $90,050 $— $(2,502)$1,008,133 
Operating expenses(1)
489,672 201,035 45,641 69,702 (2,502)803,548 
Segment Adjusted EBITDA(2)
$129,872 $100,006 $44,409 $(69,702)$— $204,585 
Depreciation and amortization(101,331)
Impairment charges(412)
Other operating expense, net(1,092)
Restructuring expenses(16,767)
Share-based compensation expense(8,263)
Operating income$76,720 
Intersegment revenues$— $1,189 $1,313 $— $— $2,502 
Capital expenditures13,615 5,924 1,376 8,505 — 29,420 
Share-based compensation expense— — — 8,263 — 8,263 

Segments
(In thousands)Multiplatform GroupDigital Audio GroupAudio & Media Services GroupCorporate and other reconciling itemsEliminationsConsolidated
Three Months Ended September 30, 2023
Revenue$626,383 $267,222 $61,979 $— $(2,595)$952,989 
Operating expenses(1)
463,939 173,565 45,003 69,295 (2,595)749,207 
Segment Adjusted EBITDA(2)
$162,444 $93,657 $16,976 $(69,295)$— $203,782 
Depreciation and amortization(106,451)
Impairment charges(570)
Other operating expense, net(3,378)
Restructuring expenses(16,227)
Share-based compensation expense(8,191)
Operating income$68,965 
Intersegment revenues$— $1,222 $1,373 $— $— $2,595 
Capital expenditures10,822 6,069 1,509 10,118 — 28,518 
Share-based compensation expense— — — 8,191 — 8,191 
Segments
(In thousands)Multiplatform GroupDigital Audio GroupAudio & Media Services GroupCorporate and other reconciling itemsEliminationsConsolidated
Nine Months Ended September 30, 2024
Revenue$1,688,914 $825,623 $229,300 $— $(7,574)$2,736,263 
Operating expenses(1)
1,377,597 565,620 137,347 203,864 (7,574)2,276,854 
Segment Adjusted EBITDA(2)
$311,317 $260,003 $91,953 $(203,864)$— $459,409 
Depreciation and amortization(310,849)
Impairment charges(922,144)
Other operating expense, net(2,180)
Restructuring expenses(67,928)
Share-based compensation expense(23,963)
Operating loss$(867,655)
Intersegment revenues$— $3,549 $4,025 $— $— $7,574 
Capital expenditures38,214 17,043 5,800 11,117 — 72,174 
Share-based compensation expense— — — 23,963 — 23,963 

Segments
(In thousands)Multiplatform GroupDigital Audio GroupAudio & Media Services GroupCorporate and other reconciling itemsEliminationsConsolidated
Nine Months Ended September 30, 2023
Revenue$1,751,340 $751,472 $189,134 $— $(7,704)$2,684,242 
Operating expenses(1)
1,339,441 519,115 138,315 206,689 (7,704)2,195,856 
Segment Adjusted EBITDA(2)
$411,899 $232,357 $50,819 $(206,689)$— $488,386 
Depreciation and amortization(323,028)
Impairment charges(965,087)
Other operating expense, net(3,338)
Restructuring expenses(46,469)
Share-based compensation expense(27,555)
Operating loss$(877,091)
Intersegment revenues$— $3,627 $4,077 $— $— $7,704 
Capital expenditures52,116 17,348 6,300 14,692 — 90,456 
Share-based compensation expense— — — 27,555 — 27,555 
(1) Operating expenses consist of Direct operating and SG&A expenses, excluding Restructuring and share-based compensation expenses.
(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 loss, please see "Reconciliation of Operating income (loss) to Adjusted EBITDA" and "Reconciliation of Net loss to EBITDA and Adjusted EBITDA" in Item 2 of this Quarterly Report on Form 10-Q.
v3.24.3
SUBSEQUENT EVENTS
 9 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS SUBSEQUENT EVENTS
Transaction Support Agreement and Exchange Offer
On November 6, 2024, the Company entered into the TSA with the Supporting Holders of iHeartCommunications' outstanding notes and term loans. The Supporting Holders represent approximately 77% of the aggregate principal amount of iHeartCommunications’ outstanding senior secured notes due 2026, 79% of the aggregate principal amount of its outstanding senior secured notes due 2027, 38% of the aggregate principal amount of its outstanding senior secured notes due 2028, 71% of the aggregate principal amount of its outstanding senior unsecured notes due 2027, and 92% of the aggregate principal amount of its outstanding term loans (collectively, the “Existing Debt”).
The Company and the Supporting Holders have agreed to the terms of, and to support, (i) exchange offer transactions that will be offered to all holders of the Existing Debt, consisting of two alternative exchange transaction structures, each of which will extend the maturity of the Existing Debt tendered in the exchange offer transactions by three years, and (ii) concurrent consent solicitations to amend certain provisions in the indentures and credit agreement governing the Existing Debt. In the first transaction structure, if certain thresholds of holder participation are met, iHeartCommunications will issue new secured debt in exchange for the Existing Debt held by participating holders. Alternatively, if certain thresholds of holder participation are not met, newly-formed subsidiaries of the Company holding certain transferred assets and an intercompany note (to be issued by iHeartMedia + Entertainment, Inc.) will issue new secured debt in exchange for the Existing Debt held by participating holders.
The TSA may be terminated under various circumstances, including if the exchange offer transactions are not consummated on or before December 31, 2024, unless such date is extended pursuant to the terms of the TSA.
Concurrently with entry into the TSA, the Company also entered into an amendment to its ABL Facility (the “ABL Amendment”) to, among other things, permit both exchange transaction alternatives and other transactions related to the exchange, amend certain of the covenants, default provisions contained therein, and increase the interest rate on the ABL Facility by (a) if the first transaction is consummated, 0.50%, and (b) if the alternative transaction is consummated, 1.00%. The amendments contained in the ABL Amendment will become effective upon the satisfaction or waiver of certain conditions, including the consummation of one of the transactions contemplated by the TSA. The Company anticipates commencing the exchange offer in the near term.
v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure        
Net Income (Loss) Attributable to Parent $ (41,265) $ (9,053) $ (1,041,431) $ (1,115,783)
v3.24.3
Insider Trading Arrangements
 3 Months Ended
Sep. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
BASIS OF PRESENTATION (Policies)
 9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Principles of Consolidation 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, 2023.
The Company reports based on three reportable segments:
▪the Multiplatform Group, which includes the Company's Broadcast radio, Networks and Sponsorships and Events businesses;
▪the Digital Audio Group, which includes all of the Company's Digital businesses, including Podcasting; and
▪the Audio & Media Services Group, which includes Katz Media 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.
Reclassifications
Reclassifications
Certain prior period amounts have been reclassified to conform to the 2024 presentation.
New Accounting Pronouncements Not Yet Adopted
New Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued Update 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of the title and position of the Chief Operating Decision Maker (“CODM”), an explanation of how the CODM uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources, and disclosure of expenses provided to the CODM that are included within the reported measure of segment profit or loss. The amendments of ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and should be applied retrospectively to all periods presented. The Company is currently evaluating the impact of this standard on our disclosures.
In December 2023, the FASB issued Update 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the disclosure requirements for income tax rate reconciliation, domestic and foreign income taxes, and unrecognized tax benefits. The amendments of ASU 2023-09 are effective for annual periods beginning after December 15, 2024. Early adoption is permitted, and should be applied prospectively. We are currently evaluating the impact of this standard on our annual disclosures, including timing of adoption.
v3.24.3
REVENUE (Tables)
 9 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregation of Revenue
The following tables show revenue streams for the three and nine months ended September 30, 2024 and 2023:
(In thousands)Multiplatform GroupDigital Audio GroupAudio & Media Services GroupEliminationsConsolidated
Three Months Ended September 30, 2024
Revenue from contracts with customers:
  Broadcast Radio(1)
$448,808 $— $— $— $448,808 
  Networks(2)
115,310 — — — 115,310 
  Sponsorship and Events(3)
50,329 — — — 50,329 
  Digital, excluding Podcast(4)
— 186,996 — (1,189)185,807 
  Podcast(5)
— 114,045 — — 114,045 
  Audio & Media Services(6)
— — 90,050 (1,313)88,737 
  Other(7)
4,978 — — — 4,978 
     Total619,425 301,041 90,050 (2,502)1,008,014 
Revenue from leases(8)
119 — — — 119 
Revenue, total$619,544 $301,041 $90,050 $(2,502)$1,008,133 
Three Months Ended September 30, 2023
Revenue from contracts with customers:
  Broadcast Radio(1)
$455,103 $— $— $— $455,103 
  Networks(2)
116,334 — — — 116,334 
  Sponsorship and Events(3)
49,500 — — — 49,500 
  Digital, excluding Podcast(4)
— 164,559 — (1,222)163,337 
  Podcast(5)
— 102,663 — — 102,663 
  Audio & Media Services(6)
— — 61,979 (1,373)60,606 
  Other(7)
5,210 — — — 5,210 
Total626,147 267,222 61,979 (2,595)952,753 
Revenue from leases(8)
236 — — — 236 
Revenue, total$626,383 $267,222 $61,979 $(2,595)$952,989 
(In thousands)Multiplatform GroupDigital Audio GroupAudio & Media Services GroupEliminationsConsolidated
Nine Months Ended September 30, 2024
Revenue from contracts with customers:
  Broadcast Radio(1)
$1,233,636 $— $— $— $1,233,636 
  Networks(2)
323,952 — — — 323,952 
  Sponsorship and Events(3)
117,279 — — — 117,279 
  Digital, excluding Podcast(4)
— 516,433 — (3,549)512,884 
  Podcast(5)
— 309,190 — — 309,190 
  Audio & Media Services(6)
— — 229,300 (4,025)225,275 
  Other(7)
13,503 — — — 13,503 
Total1,688,370 825,623 229,300 (7,574)2,735,719 
Revenue from leases(8)
544 — — — 544 
Revenue, total$1,688,914 $825,623 $229,300 $(7,574)$2,736,263 
Nine Months Ended September 30, 2023
Revenue from contracts with customers:
  Broadcast Radio(1)
$1,267,493 $— $— $— $1,267,493 
  Networks(2)
346,456 — — — 346,456 
  Sponsorship and Events(3)
120,297 — — — 120,297 
  Digital, excluding Podcast(4)
— 475,291 — (3,627)471,664 
  Podcast(5)
— 276,181 — — 276,181 
  Audio & Media Services(6)
— — 189,134 (4,077)185,057 
  Other(7)
15,719 — — — 15,719 
Total1,749,965 751,472 189,134 (7,704)2,682,867 
Revenue from leases(8)
1,375 — — — 1,375 
Revenue, total$1,751,340 $751,472 $189,134 $(7,704)$2,684,242 

(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.
Schedule of Barter and Trade Revenues and Expenses 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,
(In thousands)2024202320242023
  Trade and barter revenues$87,768 $77,228 $198,350 $175,492 
  Trade and barter expenses67,243 49,995 159,210 128,902 
Schedule of Contract with Customer, Asset and Liability
The following tables show the Company’s deferred revenue balance from contracts with customers:
Three Months Ended
September 30,		Nine Months Ended
September 30,
(In thousands)2024202320242023
Deferred revenue from contracts with customers:
  Beginning balance(1)
$181,883 $184,827 $181,899 $157,910 
    Revenue recognized, included in beginning balance(63,013)(73,407)(115,463)(102,588)
    Additions, net of revenue recognized during period, and other64,627 84,600 117,061 140,698 
  Ending balance$183,497 $196,020 $183,497 $196,020 
(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.
Schedule of Future Lease Payments to be Received
As of September 30, 2024, the future lease payments to be received by the Company are as follows:
(In thousands)
2024$100 
2025149 
202682 
202741 
202825 
Thereafter5 
  Total$402 
v3.24.3
LEASES (Tables)
 9 Months Ended
Sep. 30, 2024
Leases [Abstract]  
Schedule of Cash Flow, Supplemental Disclosures
The following table provides supplemental cash flow information related to leases for the periods presented:
Nine Months Ended September 30,
(In thousands)20242023
Cash paid for amounts included in measurement of operating lease liabilities$112,468 $104,784 
Lease liabilities arising from obtaining right-of-use assets(1)
15,542 37,736 
(1) Lease liabilities from obtaining right-of-use assets include new leases entered into during the nine months ended September 30, 2024 and 2023, respectively.
v3.24.3
PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND GOODWILL (Tables)
 9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
Schedule of Property, Plant and Equipment
The Company’s property, plant and equipment consisted of the following classes of assets:
(In thousands)September 30,
2024		December 31,
2023
Land, buildings and improvements$328,606 $316,655 
Towers, transmitters and studio equipment205,035 195,609 
Computer equipment and software708,795 685,417 
Furniture and other equipment55,726 47,684 
Construction in progress27,849 16,473 
1,326,011 1,261,838 
Less: accumulated depreciation825,840 702,973 
Property, plant and equipment, net$500,171 $558,865 
Schedule of Gross Carrying Amount and Accumulated Amortization for Other Intangible Assets
The following table presents the gross carrying amount and accumulated amortization for each major class of other intangible assets.
(In thousands)September 30, 2024December 31, 2023
Gross Carrying AmountAccumulated AmortizationGross Carrying AmountAccumulated Amortization
Customer / advertiser relationships$1,652,623 $(925,798)$1,652,623 $(800,377)
Talent and other contracts338,900 (235,320)338,900 (203,479)
Trademarks and tradenames335,912 (181,955)335,912 (156,468)
Other18,003 (13,565)18,003 (11,904)
Total$2,345,438 $(1,356,638)$2,345,438 $(1,172,228)
Schedule of Future Amortization Expense
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)
2025$213,758 
2026201,512 
2027176,171 
2028160,395 
2029121,622 
Schedule of Changes in Carrying Amount of Goodwill
The following table presents the changes in the carrying amount of goodwill:
(In thousands)Multiplatform GroupDigital Audio GroupAudio & Media Services GroupConsolidated
Balance as of December 31, 2023(1)
$1,340,459 $311,426 $69,598 $1,721,483 
Impairment(608,958)— (7,127)(616,085)
Foreign currency— (73)22 (51)
Balance as of September 30, 2024
$731,501 $311,353 $62,493 $1,105,347 
Cumulative Impairment$1,954,895 $439,383 $41,642 $2,435,920 
(1) Beginning goodwill balance is presented net of prior accumulated impairment losses of $1.3 billion related to our Multiplatform Group, $439.4 million related to our Digital Audio Group and $34.5 million related to our Audio & Media Services Group.
v3.24.3
LONG-TERM DEBT (Tables)
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Schedule of Long-Term Debt Outstanding
Long-term debt outstanding for the Company consisted of the following:
(In thousands)September 30, 2024December 31, 2023
Term Loan Facility due 2026$1,864,032 $1,864,032 
Incremental Term Loan Facility due 2026401,220 401,220 
Asset-based Revolving Credit Facility due 2027(1)
— — 
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(2)
3,076 3,367 
Total consolidated secured debt4,318,328 4,318,619 
8.375% Senior Unsecured Notes due 2027
916,357 916,357 
Other unsecured subsidiary debt2,191 — 
Original issue discount(5,213)(7,558)
Long-term debt fees(9,816)(12,268)
Total debt5,221,847 5,215,150 
Less: Current portion1,059 340 
Total long-term debt$5,220,788 $5,214,810 
(1)As of September 30, 2024, the ABL Facility had a facility size of $450.0 million, no outstanding borrowings and $23.7 million of outstanding letters of credit, resulting in $426.3 million of borrowing base availability.
(2)Other secured subsidiary debt consists of finance lease obligations maturing at various dates from 2025 through 2045.
v3.24.3
INCOME TAXES (Tables)
 9 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
Schedule of Income Tax Benefit (Expense)
The Company’s income tax benefit (expense) consisted of the following components:
(In thousands)Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Current tax expense$(23,066)$(38,930)$(43,453)$(77,576)
Deferred tax benefit2,231 48,191 67,239 107,089 
Income tax benefit (expense)$(20,835)$9,261 $23,786 $29,513 
v3.24.3
STOCKHOLDERS' DEFICIT (Tables)
 9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Schedule of Share-Based Payment Arrangement, Cost by Plan
The following table presents the Company's total share based compensation expense by award type:

(In thousands)Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
RSUs$5,636 $5,112 $15,647 $16,750 
Performance RSUs2,150 2,288 6,351 6,520 
Options477 791 1,965 4,285 
Total Share Based Compensation Expense(1)
$8,263 $8,191 $23,963 $27,555 
(1) Total share based compensation expense includes $1.5 million and $2.0 million of expense from cash settled awards for the three and nine months ended September 30, 2024, respectively. Total share based compensation expense includes $0.4 million and $0.7 million of expense from cash settled awards for the three and nine months ended September 30, 2023, respectively.
Schedule of Computation of Income (Loss) per Share
Computation of Loss per Share
(In thousands, except per share data)Three Months Ended
September 30,		Nine Months Ended
September 30,
 2024202320242023
NUMERATOR:    
Net loss attributable to the Company – common shares$(41,265)$(9,053)$(1,041,431)$(1,115,783)
DENOMINATOR(1):
   
Weighted average common shares outstanding - basic151,990 149,695 150,978 149,084 
  Stock options and restricted stock(2):
— — — — 
Weighted average common shares outstanding - diluted151,990 149,695 150,978 149,084 
Net loss attributable to the Company per common share:   
Basic$(0.27)$(0.06)$(6.90)$(7.48)
Diluted(0.27)(0.06)(6.90)(7.48)
(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 months ended September 30, 2024 and 2023.
(2) Outstanding equity service awards representing 14.8 million and 14.6 million shares of Class A common stock of the Company for the three months ended September 30, 2024 and 2023, respectively, and 15.2 million and 13.3 million for the nine months ended September 30, 2024 and 2023, respectively, were not included in the computation of diluted earnings per share because to do so would have been antidilutive.
v3.24.3
SEGMENT DATA (Tables)
 9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Schedule of Reportable Segment Results
The following tables present the Company's segment results:
Segments
(In thousands)Multiplatform GroupDigital Audio GroupAudio & Media Services GroupCorporate and other reconciling itemsEliminationsConsolidated
Three Months Ended September 30, 2024
Revenue$619,544 $301,041 $90,050 $— $(2,502)$1,008,133 
Operating expenses(1)
489,672 201,035 45,641 69,702 (2,502)803,548 
Segment Adjusted EBITDA(2)
$129,872 $100,006 $44,409 $(69,702)$— $204,585 
Depreciation and amortization(101,331)
Impairment charges(412)
Other operating expense, net(1,092)
Restructuring expenses(16,767)
Share-based compensation expense(8,263)
Operating income$76,720 
Intersegment revenues$— $1,189 $1,313 $— $— $2,502 
Capital expenditures13,615 5,924 1,376 8,505 — 29,420 
Share-based compensation expense— — — 8,263 — 8,263 

Segments
(In thousands)Multiplatform GroupDigital Audio GroupAudio & Media Services GroupCorporate and other reconciling itemsEliminationsConsolidated
Three Months Ended September 30, 2023
Revenue$626,383 $267,222 $61,979 $— $(2,595)$952,989 
Operating expenses(1)
463,939 173,565 45,003 69,295 (2,595)749,207 
Segment Adjusted EBITDA(2)
$162,444 $93,657 $16,976 $(69,295)$— $203,782 
Depreciation and amortization(106,451)
Impairment charges(570)
Other operating expense, net(3,378)
Restructuring expenses(16,227)
Share-based compensation expense(8,191)
Operating income$68,965 
Intersegment revenues$— $1,222 $1,373 $— $— $2,595 
Capital expenditures10,822 6,069 1,509 10,118 — 28,518 
Share-based compensation expense— — — 8,191 — 8,191 
Segments
(In thousands)Multiplatform GroupDigital Audio GroupAudio & Media Services GroupCorporate and other reconciling itemsEliminationsConsolidated
Nine Months Ended September 30, 2024
Revenue$1,688,914 $825,623 $229,300 $— $(7,574)$2,736,263 
Operating expenses(1)
1,377,597 565,620 137,347 203,864 (7,574)2,276,854 
Segment Adjusted EBITDA(2)
$311,317 $260,003 $91,953 $(203,864)$— $459,409 
Depreciation and amortization(310,849)
Impairment charges(922,144)
Other operating expense, net(2,180)
Restructuring expenses(67,928)
Share-based compensation expense(23,963)
Operating loss$(867,655)
Intersegment revenues$— $3,549 $4,025 $— $— $7,574 
Capital expenditures38,214 17,043 5,800 11,117 — 72,174 
Share-based compensation expense— — — 23,963 — 23,963 

Segments
(In thousands)Multiplatform GroupDigital Audio GroupAudio & Media Services GroupCorporate and other reconciling itemsEliminationsConsolidated
Nine Months Ended September 30, 2023
Revenue$1,751,340 $751,472 $189,134 $— $(7,704)$2,684,242 
Operating expenses(1)
1,339,441 519,115 138,315 206,689 (7,704)2,195,856 
Segment Adjusted EBITDA(2)
$411,899 $232,357 $50,819 $(206,689)$— $488,386 
Depreciation and amortization(323,028)
Impairment charges(965,087)
Other operating expense, net(3,338)
Restructuring expenses(46,469)
Share-based compensation expense(27,555)
Operating loss$(877,091)
Intersegment revenues$— $3,627 $4,077 $— $— $7,704 
Capital expenditures52,116 17,348 6,300 14,692 — 90,456 
Share-based compensation expense— — — 27,555 — 27,555 
(1) Operating expenses consist of Direct operating and SG&A expenses, excluding Restructuring and share-based compensation expenses.
(2) For a definition of Adjusted EBITDA for the consolidated company and a reconciliation to Operating income (loss), the most closely comparable GAAP measure, and to Net loss, please see "Reconciliation of Operating income (loss) to Adjusted EBITDA" and "Reconciliation of Net loss to EBITDA and Adjusted EBITDA" in Item 2 of this Quarterly Report on Form 10-Q.
v3.24.3
BASIS OF PRESENTATION (Details)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
USD ($)
Jun. 30, 2024
USD ($)
Sep. 30, 2024
USD ($)
segment
Dec. 31, 2023
USD ($)
Short-Term Debt [Line Items]        
Number of reportable segments | segment     3  
Impairment   $ 616,100,000 $ 616,085,000  
Cash and cash equivalents $ 431,764,000   431,764,000 $ 346,382,000
Total available liquidity amount 858,100,000   858,100,000  
Licenses        
Short-Term Debt [Line Items]        
Impairment 0      
Impairment of intangible assets, indefinite-lived   $ 304,100,000    
Subsidiary | Revolving Credit Facility | Asset-based Revolving Credit Facility due 2027 | Line of Credit        
Short-Term Debt [Line Items]        
Debt instrument, face amount 450,000,000   450,000,000  
Maximum borrowings provided under credit facility 450,000,000.0   450,000,000.0  
Long-term line of credit 0   0  
Letters of credit outstanding 23,700,000   23,700,000  
Line of credit, remaining borrowing availability $ 426,300,000   $ 426,300,000  
v3.24.3
REVENUE - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers $ 1,008,014 $ 952,753 $ 2,735,719 $ 2,682,867
Revenue from leases 119 236 544 1,375
Revenue, total 1,008,133 952,989 2,736,263 2,684,242
Broadcast Radio        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 448,808 455,103 1,233,636 1,267,493
Networks        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 115,310 116,334 323,952 346,456
Sponsorship and Events        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 50,329 49,500 117,279 120,297
Digital, excluding Podcast        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 185,807 163,337 512,884 471,664
Podcast        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 114,045 102,663 309,190 276,181
Audio and Media Services        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 88,737 60,606 225,275 185,057
Other        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 4,978 5,210 13,503 15,719
Operating segments | Multiplatform Group        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 619,425 626,147 1,688,370 1,749,965
Revenue from leases 119 236 544 1,375
Revenue, total 619,544 626,383 1,688,914 1,751,340
Operating segments | Multiplatform Group | Broadcast Radio        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 448,808 455,103 1,233,636 1,267,493
Operating segments | Multiplatform Group | Networks        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 115,310 116,334 323,952 346,456
Operating segments | Multiplatform Group | Sponsorship and Events        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 50,329 49,500 117,279 120,297
Operating segments | Multiplatform Group | Digital, excluding Podcast        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 0 0 0 0
Operating segments | Multiplatform Group | Podcast        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 0 0 0 0
Operating segments | Multiplatform Group | Audio and Media Services        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 0 0 0 0
Operating segments | Multiplatform Group | Other        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 4,978 5,210 13,503 15,719
Operating segments | Digital Audio Group        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 301,041 267,222 825,623 751,472
Revenue from leases 0 0 0 0
Revenue, total 301,041 267,222 825,623 751,472
Operating segments | Digital Audio Group | Broadcast Radio        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 0 0 0  
Operating segments | Digital Audio Group | Networks        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 0 0 0 0
Operating segments | Digital Audio Group | Sponsorship and Events        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 0 0 0 0
Operating segments | Digital Audio Group | Digital, excluding Podcast        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 186,996 164,559 516,433 475,291
Operating segments | Digital Audio Group | Podcast        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 114,045 102,663 309,190 276,181
Operating segments | Digital Audio Group | Audio and Media Services        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 0 0 0 0
Operating segments | Digital Audio Group | Other        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 0 0 0  
Operating segments | Audio & Media Services Group        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 90,050 61,979 229,300 189,134
Revenue from leases 0 0 0 0
Revenue, total 90,050 61,979 229,300 189,134
Operating segments | Audio & Media Services Group | Broadcast Radio        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 0 0 0 0
Operating segments | Audio & Media Services Group | Networks        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 0 0 0 0
Operating segments | Audio & Media Services Group | Sponsorship and Events        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 0 0 0 0
Operating segments | Audio & Media Services Group | Digital, excluding Podcast        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 0 0 0 0
Operating segments | Audio & Media Services Group | Podcast        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 0 0 0 0
Operating segments | Audio & Media Services Group | Audio and Media Services        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 90,050 61,979 229,300 189,134
Operating segments | Audio & Media Services Group | Other        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 0 0 0 0
Eliminations        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers (2,502) (2,595) (7,574) (7,704)
Revenue from leases 0 0 0 0
Revenue, total (2,502) (2,595) (7,574) (7,704)
Eliminations | Broadcast Radio        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 0 0 0 0
Eliminations | Networks        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 0 0 0 0
Eliminations | Sponsorship and Events        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 0 0 0 0
Eliminations | Digital, excluding Podcast        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers (1,189) (1,222) (3,549) (3,627)
Eliminations | Podcast        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 0 0 0 0
Eliminations | Audio and Media Services        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers (1,313) (1,373) (4,025) (4,077)
Eliminations | Other        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers $ 0 $ 0 $ 0 $ 0
v3.24.3
REVENUE - Schedule of Barter and Trade Revenue and Expenses (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Disaggregation of Revenue [Line Items]        
Trade and barter revenues $ 1,008,014 $ 952,753 $ 2,735,719 $ 2,682,867
Trade and Barter Transactions        
Disaggregation of Revenue [Line Items]        
Trade and barter revenues 87,768 77,228 198,350 175,492
Trade and barter expenses $ 67,243 $ 49,995 $ 159,210 $ 128,902
v3.24.3
REVENUE - Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]        
Trade and barter revenues $ 1,008,014 $ 952,753 $ 2,735,719 $ 2,682,867
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01        
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]        
Revenue, remaining performance obligation $ 246,200   $ 246,200  
Revenue, remaining performance obligation, period 5 years   5 years  
Advertising Trade and Barter Transactions        
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]        
Trade and barter revenues $ 13,300 $ 9,700 $ 28,800 $ 21,400
v3.24.3
REVENUE - Schedule of Contract Assets and Liabilities (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Deferred revenue from contracts with customers:        
Beginning balance $ 181,883 $ 184,827 $ 181,899 $ 157,910
Revenue recognized, included in beginning balance (63,013) (73,407) (115,463) (102,588)
Additions, net of revenue recognized during period, and other 64,627 84,600 117,061 140,698
Ending balance $ 183,497 $ 196,020 $ 183,497 $ 196,020
v3.24.3
REVENUE - Revenue From Leases (Details)
$ in Thousands
Sep. 30, 2024
USD ($)
Operating Leases, Future Minimum Payments Receivable [Abstract]  
2024 $ 100
2025 149
2026 82
2027 41
2028 25
Thereafter 5
Total $ 402
v3.24.3
LEASES - Narrative (Details)
 3 Months Ended 9 Months Ended
Sep. 29, 2023
USD ($)
broadcast_tower_site
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
option
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
option
Dec. 31, 2023
USD ($)
Leases [Abstract]            
Number of broadcast tower sites sold | broadcast_tower_site 122          
Sale leaseback assets $ 45,300,000          
Number of broadcast tower sites entered into operating leases for use | broadcast_tower_site 121          
Sale and leaseback realized loss $ (3,200,000)          
Lease initial term 10 years          
Number of optional renewal | option     4   4  
Renewal periods     5 years   5 years  
Operating lease right-of-use assets   $ 670,959,000 $ 26,300,000 $ 670,959,000 $ 26,300,000 $ 704,992,000
Total operating lease liability     26,300,000   26,300,000  
Non-cash impairment charge on operating lease   0 600,000 1,500,000 6,100,000  
Operating lease expense   $ 16,200,000 $ 16,400,000 $ 47,700,000 $ 50,900,000  
v3.24.3
LEASES - Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Leases [Abstract]    
Cash paid for amounts included in measurement of operating lease liabilities $ 112,468 $ 104,784
Lease liabilities arising from obtaining right-of-use assets $ 15,542 $ 37,736
v3.24.3
PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND GOODWILL - Schedule Of Property, Plant And Equipment (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 1,326,011 $ 1,261,838
Less: accumulated depreciation 825,840 702,973
Property, plant and equipment, net 500,171 558,865
Land, buildings and improvements    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 328,606 316,655
Towers, transmitters and studio equipment    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 205,035 195,609
Computer equipment and software    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 708,795 685,417
Furniture and other equipment    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 55,726 47,684
Construction in progress    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 27,849 $ 16,473
v3.24.3
PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Property, Plant and Equipment [Line Items]          
Impairment   $ 616,100,000   $ 616,085,000  
Total amortization expense related to definite-lived intangible assets $ 61,200,000   $ 61,700,000 $ 184,300,000 $ 185,300,000
Licenses          
Property, Plant and Equipment [Line Items]          
Impairment of intangible assets, indefinite-lived   $ 304,100,000      
Impairment $ 0        
v3.24.3
PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND GOODWILL - Schedule Of Gross Carrying Amount and Accumulated Amortization for Other Intangible Assets (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 2,345,438 $ 2,345,438
Accumulated Amortization (1,356,638) (1,172,228)
Customer / advertiser relationships    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 1,652,623 1,652,623
Accumulated Amortization (925,798) (800,377)
Talent and other contracts    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 338,900 338,900
Accumulated Amortization (235,320) (203,479)
Trademarks and tradenames    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 335,912 335,912
Accumulated Amortization (181,955) (156,468)
Other    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 18,003 18,003
Accumulated Amortization $ (13,565) $ (11,904)
v3.24.3
PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND GOODWILL - Schedule Of Future Amortization Expense (Details)
$ in Thousands
Sep. 30, 2024
USD ($)
Property, Plant and Equipment [Abstract]  
2025 $ 213,758
2026 201,512
2027 176,171
2028 160,395
2029 $ 121,622
v3.24.3
PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND GOODWILL - Schedule Of Changes In Carrying Amount Of Goodwill (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Jun. 30, 2024
Sep. 30, 2024
Dec. 31, 2023
Goodwill      
Beginning balance   $ 1,721,483  
Impairment $ (616,100) (616,085)  
Foreign currency   (51)  
Ending balance   1,105,347  
Goodwill accumulated impairment losses   2,435,920  
Multiplatform Group      
Goodwill      
Beginning balance   1,340,459  
Impairment   (608,958)  
Foreign currency   0  
Ending balance   731,501  
Goodwill accumulated impairment losses   1,954,895 $ 1,300,000
Digital Audio Group      
Goodwill      
Beginning balance   311,426  
Impairment   0  
Foreign currency   (73)  
Ending balance   311,353  
Goodwill accumulated impairment losses   439,383 439,400
Audio & Media Services Group      
Goodwill      
Beginning balance   69,598  
Impairment   (7,127)  
Foreign currency   22  
Ending balance   62,493  
Goodwill accumulated impairment losses   $ 41,642 $ 34,500
v3.24.3
LONG-TERM DEBT - Schedule Of Long-Term Debt Outstanding (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Long-term debt $ 5,221,847,000 $ 5,215,150,000
Original issue discount (5,213,000) (7,558,000)
Long-term debt fees (9,816,000) (12,268,000)
Less: Current portion 1,059,000 340,000
Total long-term debt 5,220,788,000 5,214,810,000
Secured Debt    
Debt Instrument [Line Items]    
Long-term debt 4,318,328,000 4,318,619,000
Secured Debt | Term Loan Facility due 2026    
Debt Instrument [Line Items]    
Long-term debt 1,864,032,000 1,864,032,000
Secured Debt | Incremental Term Loan Facility due 2026    
Debt Instrument [Line Items]    
Long-term debt 401,220,000 401,220,000
Secured Debt | Asset-based Revolving Credit Facility due 2027    
Debt Instrument [Line Items]    
Long-term debt $ 0 0
Secured Debt | 6.375% Senior Secured Notes due 2026    
Debt Instrument [Line Items]    
Stated interest rate (as a percent) 6.375%  
Long-term debt $ 800,000,000 800,000,000
Secured Debt | 5.25% Senior Secured Notes due 2027    
Debt Instrument [Line Items]    
Stated interest rate (as a percent) 5.25%  
Long-term debt $ 750,000,000 750,000,000
Secured Debt | 4.75% Senior Secured Notes due 2028    
Debt Instrument [Line Items]    
Stated interest rate (as a percent) 4.75%  
Long-term debt $ 500,000,000 500,000,000
Secured Debt | Other secured subsidiary debt    
Debt Instrument [Line Items]    
Long-term debt $ 3,076,000 3,367,000
Unsecured Debt | 8.375% Senior Unsecured Notes due 2027    
Debt Instrument [Line Items]    
Stated interest rate (as a percent) 8.375%  
Long-term debt $ 916,357,000 916,357,000
Unsecured Debt | Other unsecured subsidiary debt    
Debt Instrument [Line Items]    
Long-term debt 2,191,000 $ 0
Line of Credit | Asset-based Revolving Credit Facility due 2027 | Subsidiary | Revolving Credit Facility    
Debt Instrument [Line Items]    
Maximum borrowings provided under credit facility 450,000,000.0  
Long-term line of credit 0  
Letters of credit outstanding 23,700,000  
Line of credit, remaining borrowing availability $ 426,300,000  
v3.24.3
LONG-TERM DEBT - Narrative (Details) - USD ($)
$ in Billions
Nov. 06, 2024
Jun. 15, 2023
Sep. 30, 2024
Dec. 31, 2023
Debt Instrument [Line Items]        
Weighted average interest rate     7.10% 7.30%
Aggregate market value of debt     $ 3.9 $ 4.2
Term Loan Facility due 2026 | Secured Debt | Secured Overnight Financing Rate (SOFR)        
Debt Instrument [Line Items]        
Debt, basis spread on variable rate   3.00%    
Term Loan Facility due 2026 | Secured Debt | Base Rate        
Debt Instrument [Line Items]        
Debt, basis spread on variable rate   2.00%    
Incremental Term Loan Facility due 2026 | Secured Debt | Secured Overnight Financing Rate (SOFR)        
Debt Instrument [Line Items]        
Debt, basis spread on variable rate   3.25%    
Debt instrument, floor rate   0.50%    
Incremental Term Loan Facility due 2026 | Secured Debt | Base Rate        
Debt Instrument [Line Items]        
Debt, basis spread on variable rate   2.25%    
Debt instrument, floor rate   1.50%    
ABL Term Loan Amendment | Line of Credit | Subsequent Event | ABL Facility First Transaction        
Debt Instrument [Line Items]        
Debt instrument, interest rate, increase (decrease) 0.50%      
ABL Term Loan Amendment | Line of Credit | Subsequent Event | ABL Facility Alternative Transaction        
Debt Instrument [Line Items]        
Debt instrument, interest rate, increase (decrease) 1.00%      
v3.24.3
LONG-TERM DEBT - Surety Bonds and Letters of Credit (Details)
$ in Millions
Sep. 30, 2024
USD ($)
Surety bonds  
Debt Instrument [Line Items]  
Guarantees obligations $ 8.9
Commercial standby letters of credit  
Debt Instrument [Line Items]  
Guarantees obligations $ 23.7
v3.24.3
COMMITMENTS AND CONTINGENCIES (Details) - Special Warrants
Nov. 05, 2020
Jul. 25, 2019
Loss Contingencies [Line Items]    
FCC petitions for declaratory ruling, percentage of voting stock and equity owned by non-US individuals and entities (up to)   25.00%
FCC petitions for declaratory ruling, foreign owned percentage permitted 100.00%  
v3.24.3
INCOME TAXES - Schedule of Components of Income Tax Expense (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Tax Disclosure [Abstract]        
Current tax expense $ (23,066) $ (38,930) $ (43,453) $ (77,576)
Deferred tax benefit 2,231 48,191 67,239 107,089
Income tax benefit (expense) $ (20,835) $ 9,261 $ 23,786 $ 29,513
v3.24.3
INCOME TAXES - Narrative (Details)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Tax Disclosure [Abstract]        
Effective tax rates (as a percent) (101.70%) 50.80% 2.20% 2.60%
v3.24.3
STOCKHOLDERS' DEFICIT - Narrative (Details) - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended 9 Months Ended
May 01, 2019
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
 [2]
Nov. 05, 2020
Jul. 25, 2019
Class of Stock [Line Items]              
Award vesting period (in months)       3 years      
Special Warrants              
Class of Stock [Line Items]              
Special warrants, number of securities called by each warrant (in shares) 1            
Special warrants, exercise price per share (in dollars per share) $ 0.001            
Special warrants, conversion terms, ownership percentage of common stock (as a percent) 4.99%            
Special warrants, conversion terms, ownership percentage of capital stock or voting interests (as a percent) 22.50%            
FCC petitions for declaratory ruling, percentage of voting stock and equity owned by non-US individuals and entities (up to)             25.00%
FCC petitions for declaratory ruling, foreign owned percentage permitted           100.00%  
Special Warrants | Common Stock              
Class of Stock [Line Items]              
Conversion of Special Warrants to Class A and Class B Shares (in shares)   (3,984) [1] (9,185) [1] (62,547) [2] (9,442)    
Class A Shares | Common Stock              
Class of Stock [Line Items]              
Conversion of Special Warrants to Class A and Class B Shares (in shares)   3,984 [1] 9,185 [1] 62,547 [2] 9,383    
Conversion of Class B Shares to Class A Shares (in shares)   58,476 [1] 0 61,449 [2] 129,877    
Class B Shares | Common Stock              
Class of Stock [Line Items]              
Conversion of Special Warrants to Class A and Class B Shares (in shares)       0 59    
Conversion of Class B Shares to Class A Shares (in shares)   (58,476) [1]   (61,449) [2] (129,877)    
Performance RSUs              
Class of Stock [Line Items]              
Award vesting period (in months)       50 months      
Awards Vesting Based On Service Conditions              
Class of Stock [Line Items]              
Unrecognized compensation cost   $ 38.1   $ 38.1      
Unrecognized compensation cost, weighted average period (in years)       1 year 7 months 6 days      
[1] The Company's Preferred Stock is not presented in the data above as there were no shares issued and outstanding in 2024 or 2023.
[2] The Company's Preferred Stock is not presented in the data above as there were no shares issued and outstanding in 2024, 2023 or 2022.
v3.24.3
STOCKHOLDERS' DEFICIT - Share Based Compensation (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Class of Stock [Line Items]        
Share-based compensation expense $ 8,263 $ 8,191 $ 23,963 $ 27,555
Expense from cash settled awards 1,500 400 2,000 700
RSUs        
Class of Stock [Line Items]        
Share-based compensation expense 5,636 5,112 15,647 16,750
Performance RSUs        
Class of Stock [Line Items]        
Share-based compensation expense 2,150 2,288 6,351 6,520
Options        
Class of Stock [Line Items]        
Share-based compensation expense $ 477 $ 791 $ 1,965 $ 4,285
v3.24.3
STOCKHOLDERS' DEFICIT - Computation of Income (Loss) per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
NUMERATOR:        
Net loss attributable to the Company – common shares, basic $ (41,265) $ (9,053) $ (1,041,431) $ (1,115,783)
Net loss attributable to the Company – common shares, diluted $ (41,265) $ (9,053) $ (1,041,431) $ (1,115,783)
DENOMINATOR:        
Weighted average common shares outstanding - basic (in shares) 151,990 149,695 150,978 149,084
Stock options and restricted stock (in shares) 0 0 0 0
Weighted average common shares outstanding - diluted (in shares) 151,990 149,695 150,978 149,084
Net loss attributable to the Company per common share:        
Basic (in dollars per share) $ (0.27) $ (0.06) $ (6.90) $ (7.48)
Diluted (in dollars per share) $ (0.27) $ (0.06) $ (6.90) $ (7.48)
Outstanding equity awards excluded from computation of diluted earnings per share (in shares) 14,800 14,600 15,200 13,300
v3.24.3
SEGMENT DATA (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Segment Reporting Information [Line Items]        
Revenue $ 1,008,133 $ 952,989 $ 2,736,263 $ 2,684,242
Operating expenses 803,548 749,207 2,276,854 2,195,856
Segment Adjusted EBITDA 204,585 203,782 459,409 488,386
Depreciation and amortization (101,331) (106,451) (310,849) (323,028)
Impairment charges (412) (570) (922,144) (965,087)
Other operating expense, net (1,092) (3,378) (2,180) (3,338)
Restructuring expenses (16,767) (16,227) (67,928) (46,469)
Share-based compensation expense 8,263 8,191 23,963 27,555
Operating income (loss) 76,720 68,965 (867,655) (877,091)
Capital expenditures 29,420 28,518 72,174 90,456
Operating segments | Multiplatform Group        
Segment Reporting Information [Line Items]        
Revenue 619,544 626,383 1,688,914 1,751,340
Operating expenses 489,672 463,939 1,377,597 1,339,441
Segment Adjusted EBITDA 129,872 162,444 311,317 411,899
Share-based compensation expense 0 0 0 0
Capital expenditures 13,615 10,822 38,214 52,116
Operating segments | Digital Audio Group        
Segment Reporting Information [Line Items]        
Revenue 301,041 267,222 825,623 751,472
Operating expenses 201,035 173,565 565,620 519,115
Segment Adjusted EBITDA 100,006 93,657 260,003 232,357
Share-based compensation expense 0 0 0 0
Capital expenditures 5,924 6,069 17,043 17,348
Operating segments | Audio & Media Services Group        
Segment Reporting Information [Line Items]        
Revenue 90,050 61,979 229,300 189,134
Operating expenses 45,641 45,003 137,347 138,315
Segment Adjusted EBITDA 44,409 16,976 91,953 50,819
Share-based compensation expense 0 0 0 0
Capital expenditures 1,376 1,509 5,800 6,300
Corporate and other reconciling items        
Segment Reporting Information [Line Items]        
Revenue 0 0 0 0
Operating expenses 69,702 69,295 203,864 206,689
Segment Adjusted EBITDA (69,702) (69,295) (203,864) (206,689)
Share-based compensation expense 8,263 8,191 23,963 27,555
Capital expenditures 8,505 10,118 11,117 14,692
Eliminations        
Segment Reporting Information [Line Items]        
Revenue (2,502) (2,595) (7,574) (7,704)
Operating expenses (2,502) (2,595) (7,574) (7,704)
Segment Adjusted EBITDA 0 0 0 0
Share-based compensation expense 0 0 0 0
Capital expenditures 0 0 0 0
Intersegment revenues        
Segment Reporting Information [Line Items]        
Revenue 2,502 2,595 7,574 7,704
Intersegment revenues | Multiplatform Group        
Segment Reporting Information [Line Items]        
Revenue 0 0 0 0
Intersegment revenues | Digital Audio Group        
Segment Reporting Information [Line Items]        
Revenue 1,189 1,222 3,549 3,627
Intersegment revenues | Audio & Media Services Group        
Segment Reporting Information [Line Items]        
Revenue $ 1,313 $ 1,373 $ 4,025 $ 4,077
v3.24.3
SUBSEQUENT EVENTS (Details) - Subsequent Event
Nov. 06, 2024
exchange_transaction_structure
Subsequent Event [Line Items]  
Number of alternative exchange transaction structures 2
Debt instrument term extensions 3 years
6.375% Senior Secured Notes due 2026 | Secured Debt  
Subsequent Event [Line Items]  
Debt instrument, percent held 77.00%
5.25% Senior Secured Notes due 2027 | Secured Debt  
Subsequent Event [Line Items]  
Debt instrument, percent held 79.00%
4.75% Senior Secured Notes due 2028 | Secured Debt  
Subsequent Event [Line Items]  
Debt instrument, percent held 38.00%
8.375% Senior Unsecured Notes due 2027 | Unsecured Debt  
Subsequent Event [Line Items]  
Debt instrument, percent held 71.00%
Existing Debt | Secured Debt  
Subsequent Event [Line Items]  
Debt instrument, percent held 92.00%
ABL Term Loan Amendment | Line of Credit | ABL Facility First Transaction  
Subsequent Event [Line Items]  
Debt instrument, interest rate, increase (decrease) 0.50%
ABL Term Loan Amendment | Line of Credit | ABL Facility Alternative Transaction  
Subsequent Event [Line Items]  
Debt instrument, interest rate, increase (decrease) 1.00%
iHeartMedia (PK) (USOTC:IHRTB)
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