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美國
證券交易委員會
華盛頓特區20549
表格 10-Q
☒
根据证券交易法第13或15(d)条款的季度报告
1934年結束的季度報告 2024年9月30日
☐根据证券交易法第13或15(d)条款的過渡報告
1934年度至_______的過渡期報告
委員會檔案編號
001-38987
iheartmedia, INC.
（依憑章程所載的完整登記名稱）
特拉華州26-0241222
(依據所在地或其他管轄區)
的註冊地或組織地點)		（聯邦稅號）
20880 Stone Oak Parkway
聖安東尼奧， 德克薩斯州78258
(總部辦公地址)（郵政編碼）
(210) 822-2828
(註冊人電話號碼，包括區號)
根據法案第12(b)條規定註冊的證券：
每個班級的標題交易符號每個註冊的交易所的名稱
A 類普通股，面值每股 0.001 美元伊赫特納斯達克股市有限責任公司

請在核取方框中加上勾選，標示登記人（1）是否在過去12個月（或要求登記人提交這些報告的任何更短時期）內依據1934年證券交易法第13條或第15(d)條已提交所有必須提交的報告，以及（2）是否在過去90天內一直受到這些提交要求的約束。是 ☒ 否 ☐
請勾選表示：在過去12個月內（或者在註冊人需要提交此類文件的較短期間內），註冊人是否根據Regulation S-t的第405條規定提交了每個互動式數據文件。是 ☒ 否 ☐
請以勾選方式表明，公司是否為大型加速發行人、加速發行人、非加速發行人、較小型報告公司或新興成長公司。請參見交易所法規第120億2條中對「大型加速發行人」、「加速發行人」、「較小型報告公司」和「新興成長公司」的定義。
大型加速歸檔人 ☐ 加速彙編申報人 ☒ 非加速報告人 ☐ 較小的申報公司 ☐ 新興成長型公司 ☐ 
如果一家新興成長型公司，請用勾選標記表示該申報人已選擇不使用根據證交所法案13(a)條款提供的任何新的或修訂過的財務會計準則的延長過渡期。 ☐
請勾選以選擇是否登記者為外殼公司（根據交易所法第120億2條定義）。 是☐否☒
請表示於最近可行日期，每種發行人普通股的流通股數。
Class A普通股2024年11月4日優越
~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~
A班普通股，面值$0.001125,788,438 
B班普通股，面值$0.00121,285,914 



iheartmedia, Inc.
指数
頁碼
第一部分 - 財務資訊
项目1。
项目2。
项目3。
項目 4。
第二部分－其他資訊
项目1。
项目1A。
项目2。
项目3。
項目 4。
项目5。
第6項。


財務報表第一部分
項目 1. 基本報表
iheartmedia, Inc.及其附屬公司
合併資產負債表
（以千為單位，除股份及每股數據外）九月三十日，
2024		12月31日，
2023
(未經查核)
流動資產
現金及現金等價物$431,764 $346,382 
應收帳款，扣除$3,934和$3,564的折讓金額，分別截至2024年6月30日和2023年12月31日。40,479 2024年$38,055 2023年$
894,468 1,041,214 
預付款項148,021 93,131 
其他流動資產33,778 26,189 
所有流動資产總額1,508,031 1,506,916 
財產、植物及設備
不動產、廠房及設備淨值500,171 558,865 
無形資產和商譽
無限期無形資產 - 牌照809,928 1,113,979 
其他無形資產，淨額988,800 1,173,210 
商譽1,105,347 1,721,483 
其他資產
營運租賃權使用資產670,959 704,992 
其他資產195,774 173,166 
總資產$5,779,010 $6,952,611 
流動負債  
應付賬款$235,756 $236,162 
當期營運租賃負債70,360 73,832 
應計費用258,685 317,575 
應計利息51,537 61,987 
逐步認列的收入162,934 158,540 
長期債務的當期償還1,059 340 
全部流动负债780,331 848,436 
長期負債5,220,788 5,214,810 
非當期營運租賃負債721,734 762,820 
推延所得稅272,516 339,768 
其他長期負債193,062 171,535 
承諾和或有負債（附註6）
股東資本赤字
非控制權益5,236 9,397 
優先股，面額 $.001 每份股份， 100,000,000 股份已授權 無 股份發行及流通
— — 
A類普通股，票面價值 $.001 每股授權 1,000,000,000 股份，已發行並流通 127,344,725 和 124,299,288 股份分別於2024年和2023年
128 125 
B類普通股，票面價值 $.001 每股授權 1,000,000,000 股份，已發行並流通 21,285,914 和 21,347,363 股份分別於2024年和2023年
21 21 
特別認股權 5,039,323 和 5,101,870 分別於2024年和2023年發行並流通
— — 
資本公積額額外增資2,969,013 2,947,096 
累積虧損(4,371,573)(3,330,142)
累積其他全面損失(1,334)(1,128)
股票成本（2023年）存於庫房1,567,688 於2024年和 983,589 其財產成本（2023年）存放於庫房
(10,912)(10,127)
股東權益合計虧損(1,409,421)(384,758)
負債總額和股東權益合計虧損$5,779,010 $6,952,611 
參閱基本報表附註
1

iheartmedia, INC. 及其附屬公司
綜合損益表
(未經查核)
(以千為單位，除每股數據外)截至9月30日的三個月截至9月30日的九個月
2024202320242023
營業收入$1,008,133 $952,989 $2,736,263 $2,684,242 
營業費用：
直接營業費用（不包括折舊和攤提）409,745 379,997 1,133,154 1,079,678 
銷售、一般和管理費用（不包括折舊和攤提）418,833 393,628 1,235,591 1,190,202 
折舊與攤提101,331 106,451 310,849 323,028 
資產減損損失412 570 922,144 965,087 
其他營業費用1,092 3,378 2,180 3,338 
營業利益（損失）76,720 68,965 (867,655)(877,091)
利息費用，淨額95,715 99,509 286,807 293,659 
投資收益（損失），淨額(103)(7,381)91,479 (19,924)
其他非合資公司虧損中之權益(2,587)(3,514)(2,693)(3,518)
償還債務所得的收益— 23,947 — 51,474 
其他收入（費用），淨額1,195 (738)468 (1,109)
收入稅前虧損(20,490)(18,230)(1,065,208)(1,143,827)
所得稅效益（費用）(20,835)9,261 23,786 29,513 
淨損失(41,325)(8,969)(1,041,422)(1,114,314)
歸因於非控制權益的較少金額(60)84 9 1,469 
歸屬公司的淨損失$(41,265)$(9,053)$(1,041,431)$(1,115,783)
其他綜合損益（稅後淨額）：
外匯轉換調整262 (332)(206)(455)
其他綜合收益（損失）- 稅後262 (332)(206)(455)
全面損失(41,003)(9,385)(1,041,637)(1,116,238)
歸屬於非控股權益的金額較少— — — — 
歸屬於公司的綜合虧損$(41,003)$(9,385)$(1,041,637)$(1,116,238)
每普通股的公司淨虧損
基本$(0.27)$(0.06)$(6.90)$(7.48)
基本每股權重平均流通股數151,990 149,695 150,978 149,084 
稀釋$(0.27)$(0.06)$(6.90)$(7.48)
稀釋每股權重平均流通股數151,990 149,695 150,978 149,084 

參閱基本報表附註
2

iheartmedia, Inc.及其附屬公司
股東權益（赤字）變動表
(未經查核)
（單位：千元，股份數據除外）控制權
公司(1)
非符合定性標準的
控制
利息		Common
股票		額外的
實收資本
資本		累積虧損累計
其他
綜合損益		金融部門
股票
A級
股份		B級股
股份		特別認股權證總計
餘額在
2024年6月30日止季度
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)
淨損失(60)— — (41,265)— — (41,325)
限制股股票和其他的發行
376,332 — 1 (1)— — (67)(67)
基於股份的補償 — — 6,739 — — — 6,739 
對非控股權益宣布並支付的股息(387)— — — — — (387)
將特別認股權轉換為A類或B類股份3,984 (3,984)— — — — — — — 
將B類股份轉換為A類股份
58,476 (58,476)— — — — — — — 
其他綜合收益— — — — 262 — 262 
Balances at
2024年9月30日
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)


（單位：千元，股份數據除外）控制權
公司(1)
非符合定性標準的
控制
利息		Common
股票		額外的
實收資本
資本		累積虧損累計
其他
綜合損益		金融部門
股票
A類股票B級股
股份		特別warrants總計
餘額在
2023年6月30日
124,046,612 21,347,363 5,111,055 $10,351 $145 $2,931,598 $(3,334,212)$(1,454)$(9,886)$(403,458)
凈利潤（損失）84 — — (9,053)— — (8,969)
限制股及其他的解禁218,113 — 1 (1)— — (229)(229)
基於股份的報酬
— — 7,734 — — — 7,734 
發放並支付給非控股權益的股息(1,567)— — — — — (1,567)
特別認股權轉換為A類和B類股份
9,185 — (9,185)— — — — — — — 
其他全面損失— — — — (332)— (332)
結餘額於
2023年9月30日，均未發行和流通
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) 公司的優先股並未列入上述數據，因為在2024年或2023年並未發行或流通股份。
參閱基本報表附註
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.
20


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.    

24

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.

25

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
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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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