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What changed in iHeartMedia, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of iHeartMedia, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+300 added−304 removedSource: 10-K (2025-02-27) vs 10-K (2024-02-29)

Top changes in iHeartMedia, Inc.'s 2024 10-K

300 paragraphs added · 304 removed · 254 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

73 edited+5 added−11 removed95 unchanged
Biggest changeWe have launched (i) BIN: Black Information Network, the first and only 24/7 national and local all news audio service dedicated to providing an objective, accurate and trusted source of continual news coverage with a Black voice and perspective; (ii) The Black Effect Podcast Network, a joint venture with Charlamagne Tha God developed to amplify Black voices, celebrate Black creators and invest in the Black community, with culturally relevant content across a variety of genres; (iii) My Cultura, a podcast venture dedicated to elevating Latinx voices and creators and to sharing the Latinx experience with millions of listeners; (iv) Outspoken Podcast Network, a new podcast network designed to elevate the impactful culture of the LGBTQ+ community; (v) iHeartLand, a Metaverse experience that includes a variety of games and events; and (vi) our broad range of sports programming.
Biggest changePrior to 2024, we launched (i) BIN: Black Information Network, the first and only 24/7 national and local all news audio service dedicated to providing an objective, accurate and trusted source of continual news coverage with a Black voice and perspective; (ii) The Black Effect Podcast Network, a joint venture with Charlamagne Tha God; (iii) My Cultura, a podcast network showcasing Latinx voices, creators, and the Latinx experience with millions of listeners; (iv) Outspoken Podcast Network, a new podcast network geared towards the LGBTQ+ community; (v) Metaverse concerts and experiences; and (vi) our broad range of sports programming.
Our superior local, national, and online sales force combined with our leading digital, events, content, and representation business position us to cover a wide range of advertiser categories, including consumer services, retailers, 1 entertainment, health and beauty products, telecommunications, automotive, media and political.
Our superior local, national, and online sales force combined with our leading digital, events, content, and 1 representation business position us to cover a wide range of advertiser categories, including consumer services, retailers, entertainment, health and beauty products, telecommunications, automotive, media and political.
We report our financial statements based on three reportable segments: • Multiplatform Group , which includes the Company's Broadcast radio, Networks, Sponsorships and Events businesses; • Digital Audio Group , which includes all of the Company's Digital businesses including podcasting, the iHeartRadio digital service, its digital advertising technology companies, its digital websites, newsletters and digital services and programs; and its audio industry-leading social media footprint; and • Audio & Media Services Group , which provides other audio and media services, including the Company's media representation business, Katz Media Group, and RCS Sound Software, a provider of scheduling and broadcast software to the industry at large.
We report our financial statements based on three reportable segments: • Multiplatform Group , which includes the Company's Broadcast radio, Networks, Sponsorships and Events businesses; • Digital Audio Group , which includes all of the Company's Digital businesses including podcasting, the iHeartRadio digital service, its digital advertising technology companies, its websites, newsletters and digital services and programs; and its audio industry-leading social media footprint; and • Audio & Media Services Group , which provides other audio and media services, including the Company's media representation business, Katz Media Group, and RCS Sound Software, a provider of scheduling and broadcast software to the industry at large.
Increasingly, across both national and local markets, our advertisers are demanding data-rich, analytics-driven advertising solutions. iHeartMedia is the only audio broadcast media company that offers a comprehensive suite of tech-enabled advertising solutions, providing advanced attribution and analytics capabilities through our SmartAudio platform, which 2 includes: • Our digital-like ad-buying solution that allows clients to view the available broadcast inventory across various cohorts to address their specific needs; • Our application of data science to aggregate business data from broadcasts and the user insights that come from listeners using our digital platform; and • Our tools to present the effectiveness of clients' broadcast radio advertising campaigns by providing detailed digital dashboards on the results of the advertising spend.
Increasingly, across both national and local markets, our advertisers are demanding data-rich, analytics-driven advertising solutions. iHeartMedia is the only audio broadcast media company that offers a comprehensive suite of tech-enabled 2 advertising solutions, providing advanced attribution and analytics capabilities through our SmartAudio platform, which includes: • Our digital-like ad-buying solution that allows clients to view the available broadcast inventory across various cohorts to address their specific needs; • Our application of data science to aggregate business data from broadcasts and the user insights that come from listeners using our digital platform; and • Our tools to present the effectiveness of clients' broadcast radio advertising campaigns by providing detailed digital dashboards on the results of the advertising spend.
Similarly, we compete for advertising and marketing dollars in the U.S. advertising market against an increasingly diverse set of competitors. Our legacy competition for the radio, podcast and digital advertising market includes legacy broadcast radio operators, as well as satellite radio companies, podcasters and streaming music companies with ad supported components of their business.
Similarly, we compete for advertising and marketing dollars in the U.S. advertising market against an increasingly diverse set of competitors. Our competition for the radio, podcast and digital advertising market includes legacy broadcast radio operators, as well as satellite radio companies, podcasters and streaming music companies with ad supported components of their business.
The FCC will renew a license for an additional eight‑year term if, after consideration of the renewal application and any objections thereto, it finds that the station has served the public interest, convenience and necessity and that, with respect to the station seeking renewal, there have been no serious violations of the Communications Act or the FCC’s rules and pattern of abuse of the Communications Act or FCC rules.
The FCC will renew a license for an additional eight‑year term if, after consideration of the renewal application and any objections thereto, it finds that the station has served the public interest, convenience and necessity and that, with respect to the station seeking renewal, there have been no serious violations of the Communications Act or the FCC’s rules and no pattern of abuse of the Communications Act or FCC rules.
There is no guarantee that the licenses and associated royalty rates that currently are available to us will be available to us in the future nor is there any guarantee that we will be able to profitably operate our digital on-demand music service profitably.
There is no guarantee that the licenses and associated royalty rates that currently are available to us will be available to us in the future nor is there any guarantee that we will be able to operate our digital on-demand music service profitably.
These new privacy laws establish data privacy rights for consumers residing in the respective states (such as rights to request deletion or correction of their personal information, or access to a copy of their personal information), impose new assessment requirements prior to undertaking higher risk data processing, grant opt-out rights (or require opt-in consent) for the collection and use of sensitive data, impose special rules on the collection of personal information from minors, create notice obligations and new limits on the “sale” of personal information or the “sharing” of personal information for cross-context behavioral advertising, and create a statutory damages framework that allows for state regulators to impose fines and penalties for violations.
These new privacy laws establish data privacy rights for consumers residing in the respective states (such as rights to request deletion or correction of their personal information, or access to a copy of their personal information), impose new assessment requirements prior to undertaking higher risk data processing, grant opt-out rights (or require opt-in consent) for the collection and use of sensitive data, impose special rules on the collection of personal information from minors, create notice obligations and new limits on targeted advertising and the “sale” of personal information or the “sharing” of personal information for cross-context behavioral advertising, and create a statutory damages framework that allows for state regulators to impose fines and penalties for violations.
Among other things, the Communications Act empowers the FCC to: issue, renew, revoke and modify broadcast licenses; assign frequency bands for broadcasting; determine stations’ technical parameters; impose penalties and sanctions for violation of its regulations, including monetary forfeitures and, in extreme cases, license revocation; impose annual regulatory and application processing fees; and adopt and implement regulations and policies affecting the ownership, program content, employment practices and many other aspects of broadcast station operations.
Among other things, the Communications Act empowers the FCC to: issue, renew, revoke and modify broadcast licenses; assign frequency bands for broadcasting; 9 determine stations’ technical parameters; impose penalties and sanctions for violation of its regulations, including monetary forfeitures and, in extreme cases, license revocation; impose annual regulatory and application processing fees; and adopt and implement regulations and policies affecting the ownership, program content, employment practices and many other aspects of broadcast station operations.
We lead in: • Broadcast radio : We have a strong relationship with our consumers, and our broadcast radio audience has the largest reach of any audio company in the U.S., with an audience that is over twice as large as that of the next largest commercial broadcast radio company, as measured by Nielsen. • Digital : Our iHeartRadio digital platform is the number one streaming broadcast radio platform, with five times the digital listening hours of the next largest commercial broadcast radio company, as measured by our subsidiary Triton. • Podcasts : We are the number one podcast publisher in the U.S., according to Podtrac.
We lead in: • Broadcast radio : We have a strong relationship with our consumers, and our broadcast radio audience has the largest reach of any audio company in the U.S., with an audience that is over twice as large as that of the next largest commercial broadcast radio company, as measured by Nielsen. • Digital : Our iHeartRadio digital platform is the number one streaming broadcast radio platform, with nearly five times the digital listening hours of the next largest commercial broadcast radio company, as measured by our subsidiary Triton. • Podcasts : We are the number one podcast publisher in the U.S., according to Podtrac.
We believe our national reach, the strength of our brand and assets, the quality of our programming and personalities, and the companionship nature of our content allows us to compete effectively against other radio businesses, as well as with other media, entertainment and digital platforms, such as streaming audio services, satellite radio, podcasts, other Internet-based streaming music services, ad tech, television, live entertainment, large scale online advertising platforms, and social media.
We believe our national reach, the strength of our brand and assets, the quality of our programming and personalities, and the companionship nature of our content allows us to compete effectively against other radio businesses, as well as with other media, entertainment and digital platforms, such as streaming audio services, satellite radio, podcasts, other 7 Internet-based streaming music services, ad tech, television, live entertainment, large scale online advertising platforms, and social media.
Business – Antitrust and Market Concentration Considerations.” 11 Alien Ownership Restrictions 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 the equity in a corporation controlling the licensee of a radio broadcast station, unless the FCC determines that greater indirect foreign ownership is in the public interest.
Business – Antitrust and Market Concentration Considerations.” Alien Ownership Restrictions 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 the equity in a corporation controlling the licensee of a radio broadcast station, unless the FCC determines that greater indirect foreign ownership is in the public interest.
Notably, iHeartRadio, our all-in-one digital music, podcast and live streaming digital radio service, is available on an 6 expansive range of platforms and devices including smart speakers, digital auto dashes, tablets, wearables, smartphones, virtual assistants, televisions and gaming consoles. We are also very focused on rapidly growing content categories, such as our leadership position in podcasting.
Notably, iHeartRadio, our all-in-one digital music, podcast and live streaming digital radio service, is available on an expansive range of platforms and devices including smart speakers, digital auto dashes, tablets, wearables, smartphones, virtual assistants, televisions and gaming consoles. We are also very focused on rapidly growing content categories, such as our leadership position in podcasting.
While some of these laws and 13 regulations are still evolving, they have impacted, and will continue to impact our business by restricting our marketing activities and collection, use, retention, sharing and other processing of data, including both personal information and technical information related to users and devices, which also reduces our ability to effectively deliver relevant ads to our users, and by increasing compliance cost and risks.
While some of these laws and regulations are still evolving, they have impacted, and will continue to impact our business by restricting our marketing activities and collection, use, retention, sharing and other processing of data, including both personal information and technical information related to users and devices, which also reduces our ability to effectively deliver relevant ads to our users, and by increasing compliance cost and risks.
Our software (radio and television automation, music scheduling, newsroom automation, advertising sales management, disaster recovery solutions) and real-time audio recognition technology is used by more than 10,000 radio and television stations, cable channels, record labels, advertisers and agencies worldwide. 5 Our Growth Strategy Our strategy is centered on building strong consumer relationships across our multiple platforms with national reach.
Our software (radio and television automation, music scheduling, newsroom automation, advertising sales management, disaster recovery solutions) and real-time audio recognition technology is used by more than 10,000 radio and television stations, cable channels, record labels, advertisers and agencies worldwide. Our Growth Strategy Our strategy is centered on building strong consumer relationships across our multiple platforms with national reach.
In addition, our trade secrets may otherwise become known or be independently discovered by competitors. 8 Human Capital Management Our employees are iHeartMedia's most valuable resource. We are committed to attracting and retaining a skilled and talented workforce. Our focus is on fostering a workplace that encourages growth, development, and progression for every team member.
In addition, our trade secrets may otherwise become known or be independently discovered by competitors. Human Capital Management Our employees are iHeartMedia's most valuable resource. We are committed to attracting and retaining a skilled and talented workforce. Our focus is on fostering a workplace that encourages growth, development, and progression for every team member.
Our broad distribution capabilities enable us to attract and retain top programming talent. Some of our more popular syndicated programs featured top talent including Ryan Seacrest, Sean Hannity, Bobby Bones, Clay Travis and Buck Sexton, Glenn Beck, Steve Harvey, Elvis Duran, Dan Patrick, Colin Cowherd, and the Breakfast Club.
Our broad distribution capabilities enable us to attract and retain top programming talent. Some of our more popular syndicated programs featured top talent including Ryan Seacrest, Sean Hannity, Bobby Bones, Clay Travis and Buck Sexton, Glenn Beck, Steve Harvey, Elvis Duran, 4 Dan Patrick, Colin Cowherd, and the Breakfast Club.
Providing this kind of at-scale companionship creates high-value advertising inventory and delivers superior returns. Moreover, we believe that we can leverage our investments in technology and data-informed decision making to better monetize our assets and to capture increasing market share across the broader advertising ecosystem.
Providing this kind of at-scale companionship creates high-value advertising inventory and delivers superior returns. Moreover, we believe that we can leverage our investments in technology and data-informed decision making to better monetize our assets 5 and to capture increasing market share across the broader advertising ecosystem.
Any future acquisition by us could be the subject of review and/or remedial action by antitrust authorities, particularly if it involves businesses or markets in which we already hold a significant market share. Privacy, Data Protection and Consumer Protection Privacy, data protection and consumer protection legislation and regulation play a significant role in our business.
Any future acquisition by us could be the subject of review and/or remedial action by antitrust authorities, particularly if it involves businesses or markets in which we already hold a significant market share. 12 Privacy, Data Protection and Consumer Protection Privacy, data protection and consumer protection legislation and regulation play a significant role in our business.
To the extent that our aggregate foreign ownership or voting percentages exceeds 25 percent, any foreign holder or “group” of holders, defined pursuant to FCC regulations, of our common stock whose ownership or voting percentage would exceed 5 percent or 10 percent (with the applicable percentage determined pursuant to FCC rules) must also obtain the FCC’s specific approval.
To the extent that our aggregate foreign ownership or voting percentage exceeds 25 percent, any foreign holder or “group” of holders, defined pursuant to FCC regulations, of our common stock whose ownership or voting percentage would exceed 5 percent or 10 percent (with the applicable percentage determined pursuant to FCC rules) must also obtain the FCC’s specific approval.
Collectively, these laws control how we use personal information to market products and services to consumers. Notably, the TCPA provides a private right of action, for which individual plaintiffs or classes of plaintiff may bring suit seeking damages up to $500 per violation.
Collectively, these laws control how we use personal information to market products and services to consumers. Notably, the TCPA provides a private right of action, for which individual plaintiffs or classes of plaintiff may 13 bring suit seeking damages up to $500 per violation.
Applications for license assignments or transfers involving a substantial change in ownership are subject to a 30‑day period for public comment, during which parties may petition to deny such applications. 10 License Renewal The FCC grants broadcast licenses for a term of up to eight years.
Applications for license assignments or transfers involving a substantial change in ownership are subject to a 30‑day period for public comment, during which parties may petition to deny such applications. License Renewal The FCC grants broadcast licenses for a term of up to eight years.
We previously acquired the following companies to further expand our advertising technology capabilities: • Unified Enterprises Corp. is a software company that provides customers with a complete advertising solution across all forms of digital media, including the information and intelligence data that they need to make informed decisions about their advertising investments. • Voxnest, Inc. is a podcast programmatic technology solutions business that allows for the consolidation of the fragmented podcast marketplace and the best-in-class provider of podcast analytics, enterprise publishing tools, programmatic integration and targeted ad serving.
We previously acquired the following companies to further expand our advertising technology capabilities: • Unified Enterprises is a software company that provides customers with a complete advertising solution across all forms of digital media, including the information and intelligence data that they need to make informed decisions about their advertising investments. • Voxnest is a podcast programmatic technology solutions business that allows for the consolidation of the fragmented podcast marketplace and the best-in-class provider of podcast analytics, enterprise publishing tools, programmatic integration and targeted ad serving.
The contents of our websites are not deemed to be part of this Annual Report on Form 10-K or any of our other filings with the SEC. 14
The contents of our websites are not deemed to be part of this Annual Report on Form 10-K or any of our other filings with the SEC.
The duration of our intellectual property rights vary from country to country, but our U.S. patents expire 20 years from the patent filing date. We have filed and acquired dozens of issued patents and active patent applications in the U.S. and we continue to pursue additional patent protection where appropriate and cost effective.
The duration of our intellectual property rights vary from country to country, but our U.S. patents expire 20 years from the earliest priority patent filing date. We have filed and acquired dozens of issued patents and active patent applications in the U.S. and we continue to pursue additional patent protection where appropriate and cost effective.
(2) Our station in the Nassau-Suffolk, NY market is also represented in the New York, NY Nielsen market. Thus, the actual number of stations in the top 25 markets is 158. Networks: We enable advertisers to engage with consumers through our Premiere Networks and Total Traffic & Weather services.
(2) Our station in the Nassau-Suffolk, NY market is also represented in the New York, NY Nielsen market. Thus, the actual number of stations in the top 25 markets is 159. Networks: We enable advertisers to engage with consumers through our Premiere Networks and Total Traffic & Weather services.
The FCC may grant the license renewal application with or without conditions, including renewal for a term less than eight years, although renewal for less than the full eight‑year term is rare. While we cannot guarantee the unconditional grant of any future renewal application, our stations’ licenses historically have been renewed for the full eight‑year term.
The FCC may grant the license renewal application with or without conditions, including renewal for a term less than eight years, although renewal for less than the full eight‑year term is uncommon. While we cannot guarantee the unconditional grant of any future renewal application, our stations’ licenses historically have been renewed for the full eight‑year term.
Total Traffic & Weather Network services more than 230 markets in the U.S. and Canada. It operates the largest broadcast traffic navigation network in North America. Sponsorship & Events : We held live, in-person and virtual events, including seven major nationally-recognized tent pole events in 2023.
Total Traffic & Weather Network services more than 230 markets in the U.S. and Canada. It operates the largest broadcast traffic navigation network in North America. Sponsorship & Events : We held live, in-person and virtual events, including seven major nationally-recognized tent pole events in 2024.
As an indication of the size of the potential opportunity, we currently have approximately 42,000 total clients, whereas some of our largest social and search competitors that utilize technology solutions for advertisers of all sizes have millions of clients.
As an indication of the size of the potential opportunity, we currently have approximately 44,000 total clients, whereas some of our largest social and search competitors that utilize technology solutions for advertisers of all sizes have millions of clients.
Our digital business is comprised of free ad-supported streaming offerings, subscription streaming services, display advertisements, and other content that is disseminated over digital platforms, as well as social media, a capability enabled by the purchase of Unified.
Our digital business is comprised of free ad-supported streaming offerings, subscription streaming services, display advertisements, and other content that is disseminated over digital platforms, as well as social media, a capability enabled by our Unified business.
We collect personal information automatically from a Platform users' device, as well as directly from Platform users in several ways, including when a user uses or purchases our products or services, registers to use our services, fills out a listener profile, posts comments, uses our social networking features, participates in polls and contests and signs up to receive email newsletters.
We collect personal information automatically from a Platform users' device, as well as directly from Platform users in several ways, including when a user uses or purchases our products or services, registers to use our services, fills out a listener profile, posts comments, participates in polls and contests and signs up to receive email newsletters.
We continue to look for ways to further develop our advertising capabilities in order to expand our share of advertising partners' budgets. Increasing share of national advertising market Broadcast radio is the number one consumer reach medium, and advertisers have a renewed appreciation for its scale, diverse demographic access and impact.
We continue to look for ways to further develop our advertising capabilities in order to expand our share of advertising partners' budgets. Increasing share of national advertising market Broadcast radio is the number one consumer reach medium, and advertisers have an appreciation for its scale, diverse demographic access and impact.
For our advertising customers, the combination of these services creates a one-of-a-kind cross-platform advertising solution that spans all of audio with data targeting and attribution measurement solutions. • Social media : Our personalities, stations and brands have a social footprint that includes over 330 million fans and followers as measured by ListenFirst, which is thirteen times the size of the next largest commercial broadcast audio media company.
For our advertising customers, the combination of these services creates a one-of-a-kind cross-platform advertising solution that spans all of audio with data targeting and attribution measurement solutions. • Social media : Our personalities, stations and brands have a social footprint that includes over 335 million fans and followers as measured by ListenFirst, which is twelve times the size of the next largest commercial broadcast audio media company.
We operate in a highly competitive environment and make significant investments in our people and strive to provide competitive pay and comprehensive benefits (eligibility varies depending on full-time and/or union status) including: • Employer sponsored health insurance, including 100% Company-paid programs for assistance in managing ongoing or chronic health conditions; • Company provided life insurance; • Paid sick and vacation days; • Paid parental leave for both primary and secondary caregivers; • Fertility assistance; • Mental health care and resources; • Paid holidays, including spirit days so that our employees may volunteer in their community; • 401(k) plan; • An upgraded Employee Assistance Program, which is available to employees and their household members at no cost and provides services such as in person and telephonic counseling sessions, consultation on legal and financial matters and referrals for services such as child-care and relocation; and • Various voluntary benefits including hospital indemnity, accident insurance, identity theft, pet health and legal insurance.
We operate in a highly competitive environment and make significant investments in our people and strive to provide competitive pay and comprehensive benefits (eligibility varies depending on full-time and/or union status) including: • Employer sponsored health insurance, including 100% Company-paid programs for assistance in managing ongoing or chronic health conditions; • Company provided contributions to health savings accounts for qualifying accounts; • Company provided life insurance; • Voluntary life insurance with long-term care; • Paid sick and vacation days; • Paid parental leave for both primary and secondary caregivers; • Fertility assistance; • Mental health care and resources; • Paid holidays, including spirit days so that our employees may volunteer in their community; • 401(k) plan; • An Employee Assistance Program, which is available to employees and their household members at no cost and provides services such as in person and telephonic counseling sessions, consultation on legal and financial matters and referrals for services such as child-care and relocation; and • Various voluntary benefits including hospital indemnity, accident insurance, identity theft, pet health and legal insurance.
The following table provides the number of owned and operated radio stations in the top 25 Nielsen-ranked markets: Nielsen Market Rank (1) Market Number of Stations 1 New York, NY 7 2 Los Angeles, CA 8 3 Chicago, IL 6 4 San Francisco, CA 6 5 Dallas-Ft.
The following table provides the number of owned and operated radio stations in the top 25 Nielsen-ranked markets: Nielsen Market Rank (1) Market Number of Stations 1 New York, NY 7 2 Los Angeles, CA 8 3 Chicago, IL 6 4 Dallas-Ft.
We believe recruiting and retaining top talent is an important 4 component of the success of our radio networks. • Total Traffic & Weather Network delivers real-time local traffic flow and incident information along with weather updates, sports and news to more than 2,000 radio stations and approximately 180 television affiliates, as well as through Internet and mobile partnerships, reaching approximately 200 million consumers each month.
We believe recruiting and retaining top talent is an important component of the success of our radio networks. • Total Traffic & Weather Network delivers real-time local traffic flow and incident information along with weather updates, sports and news to more than 2,000 radio stations and approximately 70 television affiliates, as well as through Internet and mobile partnerships, reaching approximately 209 million consumers each month.
We are the only podcast publisher with podcasts ranked in all 19 of Podtrac's content categories and we have the most top 10 shows of any podcast publisher. • Ad Tech : We are the only company able to provide a complete ad tech solution for all forms of audio: on demand, broadcast radio, digital streaming radio and podcasting.
We are the only podcast publisher with podcasts ranked in all 19 of Podtrac's content categories and we have the most top 10 shows of any podcast publisher, as measured by Podtrac. • Ad Tech : We are the only company able to provide a complete ad tech solution for all forms of audio: on demand, broadcast radio, digital streaming radio and podcasting.
Worth, TX 8 6 Houston-Galveston, TX 7 7 Atlanta, GA 7 8 Washington, DC 6 9 Philadelphia, PA 6 10 Boston, MA 8 11 Seattle-Tacoma, WA 8 12 Miami-Ft. Lauderdale-Hollywood, FL 8 13 Phoenix, AZ 8 14 Detroit, MI 6 15 Minneapolis-St. Paul, MN 6 17 Tampa-St.
Worth, TX 8 5 San Francisco, CA 7 6 Houston-Galveston, TX 7 7 Atlanta, GA 7 8 Washington, DC 6 9 Philadelphia, PA 6 10 Boston, MA 8 11 Miami-Ft. Lauderdale-Hollywood, FL 8 12 Seattle-Tacoma, WA 8 13 Phoenix, AZ 8 14 Detroit, MI 6 15 Minneapolis-St. Paul, MN 6 17 Tampa-St.
These employees represent the diverse and complex nature of iHeartMedia with skills in programming operations, sales, engineering, podcasting, digital and beyond, as well as corporate support, such as information technology, legal, human resources, communications and finance. Our workforce is comprised of approximately 85% full time and 15% part time employees.
These employees represent the diverse and complex nature of iHeartMedia with skills in programming operations, sales, engineering, podcasting, digital and beyond, as well as corporate support, such as information technology, legal, human resources, communications and finance. Our workforce is comprised of approximately 80% full time and 20% part time employees.
Comprehensive state privacy laws are now in effect in several states, and additional states have passed laws that will take effect throughout the coming years.
Comprehensive state privacy laws are now in effect in multiple states, and additional states have passed laws that will take effect throughout the coming years.
The EU General Data Protection Regulation ("EU GDPR") and UK General Data Protection Regulation ("UK GDPR") provide potential fines up to EUR €20 million or (EU GDPR) or £17.5 million (UK GDPR) or 4% of worldwide annual turnover of the preceding financial year, whichever is greater for adequately notify relevant stakeholders and regulators of a personal data breach.
The EU General Data Protection Regulation ("EU GDPR") and UK General Data Protection Regulation ("UK GDPR") provide potential fines up to EUR €20 million or (EU GDPR) or £17.5 million (UK GDPR) or 4% of worldwide annual turnover of the preceding financial year, whichever is greater, for inadequately notifying relevant stakeholders and regulators of a personal data breach.
This social footprint was at the heart of delivering 51 billion social media impressions for our 2023 iHeartRadio Music Festival. • Events : We have live and virtual events including seven major nationally-recognized tentpole events. These events provide significant opportunities for consumer promotion, advertising and social amplification.
This social footprint was at the heart of delivering 70 billion social media impressions for our 2024 iHeartRadio Music Festival. • Events : We have live and virtual events including seven major nationally-recognized tentpole events. These events provide significant opportunities for consumer promotion, advertising and social amplification.
To apply these ownership tiers, the FCC relies on Nielsen Metro Survey Areas, where they exist, and a signal contour‑overlap methodology elsewhere. The Communications Act requires the FCC to periodically review its media ownership rules, and those reviews have been and continue to be the subject of regulatory proceedings and litigation.
To apply these ownership tiers, the FCC relies on Nielsen Metro Survey Areas, where they exist, and a signal contour‑overlap methodology elsewhere. The Communications Act requires the FCC to review its media ownership rules every four years, and those reviews 10 have been and continue to be the subject of regulatory proceedings and litigation.
We offer competitive compensation, comprehensive benefits, and health and wellness programs. Additionally, we are dedicated to building connections between our employees and the communities we serve. Workforce Composition As of December 31, 2023, we had approximately 10,800 employees.
We offer competitive compensation, comprehensive benefits, and health and wellness programs. Additionally, we are dedicated to building connections between our employees and the communities we serve. Workforce Composition As of December 31, 2024, we had approximately 10,100 employees.
Talent Development & Training We are committed to supporting and developing our employees through global learning and development programs.
Talent Development & Education We are committed to supporting and developing our employees through global learning and development programs.
Petersburg-Clearwater, FL 8 18 Denver-Boulder, CO 8 19 San Diego, CA 8 20 Nassau-Suffolk, NY 1 21 Charlotte-Gastonia-Rock Hill, NC-SC 5 22 Portland, OR 7 23 Baltimore, MD 4 24 St. Louis, MO 6 25 San Antonio, TX 7 Total Top 25 Markets 158 (2) (1) Source: Spring 2023 NielsenAudio Radio Market Rankings.
Petersburg-Clearwater, FL 8 18 San Diego, CA 8 19 Denver-Boulder, CO 8 20 Charlotte-Gastonia-Rock Hill, NC-SC 5 21 Nassau-Suffolk, NY 1 22 Baltimore, MD 4 23 Portland, OR 7 24 St. Louis, MO 6 25 San Antonio, TX 7 Total Top 25 Markets 159 (2) (1) Source: Spring 2024 Nielsen Audio Radio Market Rankings.
Audio & Media Services Group: We also provide services to broadcast industry participants through our Katz Media and RCS businesses, which accounted for revenues of $256.7 million in 2023, $304.3 million in 2022 and $248.0 million in 2021. • Katz Media is a leading media representation firm in the U.S. representing more than 3,500 non-iHeartMedia radio stations and over 850 television stations, along with their respective digital platforms.
Audio & Media Services Group: We also provide services to broadcast industry participants through our Katz Media and RCS businesses, which accounted for revenues of $327.1 million in 2024, $256.7 million in 2023 and $304.3 million in 2022. • Katz Media is a leading media representation firm in the U.S. representing more than 3,500 non-iHeartMedia radio stations and over 700 television stations, along with their respective digital platforms.
These programmatic, data and analytic and attribution solutions account for an increasing proportion of ad buying and we expect that it will continue to expand in the future. 3 Radio Stations As of December 31, 2023, we owned and operated 868 radio stations, including 249 AM and 619 FM radio stations.
These programmatic, data and analytic and attribution solutions account for an increasing proportion of ad buying and we expect that it will continue to expand in the future. 3 Radio Stations As of December 31, 2024, we owned and operated 869 radio stations, including 250 AM and 619 FM radio stations.
In 2023, our events resulted in revenue of $191.4 million in 2023, $189.0 million in 2022 and $160.3 million in 2021 from sponsorship, endorsement and other advertising revenue, as well as ticket sales and licensing.
Our events resulted in revenue of $187.3 million in 2024, $191.4 million in 2023 and $189.0 million in 2022 from sponsorship, endorsement and other advertising revenue, as well as ticket sales and licensing.
According to Nielsen, for the full year of 2023, we have the most number one ranked station groups across the top 160 markets in the U.S., and across the largest 50 markets, with 70 and 26 number one ranked station groups in these markets, respectively.
According to Nielsen, for the full year of 2024, we have the most number one ranked station groups across the top 160 markets in the U.S., and across the largest 50 markets, with 68 and 24 number one ranked station groups in these markets, respectively.
The FCC periodically audits for compliance with its equal employment opportunity rules and broadcasters can be sanctioned for noncompliance. Technical Rules Numerous FCC rules govern the technical operating parameters of radio stations, including permissible operating frequency, power and antenna height and interference protections between stations. Changes to these rules could negatively affect the operation of our stations.
The FCC periodically audits for compliance with its equal employment opportunity rules and broadcasters can be sanctioned for noncompliance. Technical Rules Numerous FCC rules govern the technical operating parameters of radio stations, including permissible operating frequency, power and antenna height and interference protections between stations.
Premiere Networks and Total Traffic & Weather generated revenue of $466.4 million in 2023, $503.2 million in 2022 and $503.1 million in 2021. • Premiere Networks is a national radio network that produces, distributes or represents approximately 120 syndicated radio programs and services for more than 6,400 radio station affiliates.
Premiere Networks and Total Traffic & Weather generated revenue of $437.2 million in 2024, $466.4 million in 2023 and $503.2 million in 2022. • Premiere Networks is a national radio network that produces, distributes or represents more than 150 syndicated radio programs and services for more than 6,700 radio station affiliates.
As measured by Podtrac, iHeartMedia is the number one podcast publisher with 366 million global monthly downloads and streams and 33 million U.S. unique monthly users in December 2023 and has the most shows featured in the Top 10 across all categories including Stuff You Should Know, The Breakfast Club, The Herd with Colin Cowherd, and many more.
As measured by Podtrac, iHeartMedia is the number one podcast publisher with 175 million global monthly downloads and streams and 31 million U.S. unique monthly users in 2024 and has the most shows featured in the Top 10 across all categories, with titles including Stuff You Should Know, The Breakfast Club, On Purpose with Jay Shetty, The Herd with Colin Cowherd, and many more.
In that order, the FCC decided to retain the numerical limits on local radio ownership intact and to make permanent the signal contour‑overlap methodology that had applied on an interim basis in markets outside of Nielsen Metro Survey Areas. In addition, in December 2022, the FCC commenced the 2022 Quadrennial review of its broadcast ownership rules.
On December 26, 2023 the FCC issued an order resolving the 2018 quadrennial review. In that order, the FCC decided to retain the numerical limits on local radio ownership intact and to make permanent the signal contour‑overlap methodology that had applied on an interim basis in markets outside of Nielsen Metro Survey Areas.
Our Digital Audio segment revenue was $1,069.2 million in 2023, $1,021.8 million in 2022 and $834.5 million in 2021. • Podcasting : Our multi-platform strategy, and the flywheel benefits it accrues, has enabled us to extend our leadership in the rapidly growing podcasting sector.
Our Digital Audio segment revenue was $1,164.5 million in 2024, $1,069.2 million in 2023 and $1,021.8 million in 2022. • Podcasting : Our multi-platform strategy has enabled us to extend our leadership in the growing podcasting sector.
These licenses periodically come up for renewal, and as a result one or more of our PRO licenses currently are the subject of renewal negotiations and/or rate-setting proceedings pertaining to certain historical and future periods. The outcome of these renewal negotiations and/or proceedings could impact, and potentially increase, our music license fees.
These licenses periodically come up for renewal, and as a result one or more of our PRO licenses currently are the subject of renewal negotiations. The outcome of these renewal negotiations could impact, and potentially increase, our music license fees.
The Multiplatform Group segment revenue was $2,435.4 million in 2023, $2,597.2 million in 2022 and $2,489.0 million in 2021.
The Multiplatform Group segment revenue was $2,372.9 million in 2024, $2,435.4 million in 2023 and $2,597.2 million in 2022.
Irrespective of the FCC’s media ownership rules, the Antitrust Division of the U.S. Department of Justice (“DOJ”) and the U.S. Federal Trade Commission (“FTC”) have the authority to determine that a particular transaction presents antitrust concerns. See “Item 1.
We cannot predict the outcome of the FCC’s media ownership proceedings or their effects on our business in the future. Irrespective of the FCC’s media ownership rules, the Antitrust Division of the U.S. Department of Justice (“DOJ”) and the U.S. Federal Trade Commission (“FTC”) have the authority to determine that a particular transaction presents antitrust concerns. See “Item 1.
Through our portfolio of major award shows, festivals, local live events and virtual events, we intend to continue to find innovative ways to integrate sponsorships and deliver unique advertising moments.
Through our portfolio of major award shows, festivals, local live events and virtual events, we intend to continue to find innovative ways to integrate sponsorships and deliver unique advertising moments. In doing so, we will seek to create additional revenue opportunities through this platform.
Content, Licenses and Royalties We must pay license fees to copyright owners of musical compositions (typically, songwriters and publishers) for the rights to broadcast and stream musical compositions.
Changes to these rules could negatively affect the operation of our stations. 11 Content, Licenses and Royalties We must pay license fees to copyright owners of musical compositions (typically, songwriters and publishers) for the rights to broadcast and stream musical compositions.
These initiatives not only improve the listener experience, they facilitate further engagement and heightened frequency of advertising impressions. We have continued to extend our leadership position in podcasting, and we are the largest podcast publisher in the U.S. We believe that podcasting is to talk what streaming is to music and is the next strategic audio platform.
These initiatives not only improve the listener experience, they facilitate further engagement and heightened frequency of advertising impressions. 6 We have continued to extend our leadership position in podcasting, and we are the largest podcast publisher in the U.S. as measured by Podtrac.
Our Multiplatform Group segment has the following revenue streams: Broadcast Radio : Our primary source of revenue is derived from selling advertising time on our domestic broadcast radio stations, generating revenue of $1,752.2 million in 2023, $1,883.3 million in 2022 and $1,808.0 million in 2021.
Our contracts with our advertisers range from less than one-year to multi-year terms. Our Multiplatform Group segment has the following revenue streams: Broadcast Radio : Our primary source of revenue is derived from selling advertising time on our domestic broadcast radio stations, generating revenue of $1,726.9 million in 2024, $1,752.2 million in 2023 and $1,883.3 million in 2022.
In doing so, we will seek to create additional revenue opportunities through this platform. 7 Competition We compete for share of our listeners’ time and engagement, a challenging task in today’s fragmented and multi-tasking world.
Competition We compete for share of our listeners’ time and engagement, a challenging task in today’s fragmented and multi-tasking world.
Total Rewards We strive to create an environment that prioritizes the development and well-being of our employees. Our culture emphasizes collaboration, creativity, innovation, and respect - values that provide a foundation for success both inside and outside the workplace.
Our culture emphasizes collaboration, creativity, innovation, and respect - values that provide a foundation for success both inside and outside the workplace.
We also have the first podcast to surpass 1 billion downloads with Stuff You Should Know. Podcasting generated revenue of $407.8 million in 2023, $358.4 million in 2022 and $252.6 million in 2021. • Digital excluding Podcast : Our reach extends across more than 500 platforms and thousands of different connected devices.
Podcasting generated revenue of $448.8 million in 2024, $407.8 million in 2023 and $358.4 million in 2022. • Digital excluding Podcast : Our reach extends across more than 500 platforms and thousands of different connected devices.
In addition, the proliferation of connected TVs, voice assistants, smart auto and other connected devices greatly increases the range of options for accessing and interacting with our content, with significant increases to listenership across these devices occurring in 2023.
In addition, connected TVs, voice assistants, smart auto and other connected devices increases the range of options for accessing and interacting with our content, which has been an audience growth vehicle.
In addition, there is no guarantee that additional PROs will not emerge, which could impact, and in some circumstances increase, our royalty rates and negotiation costs. 12 To secure the rights to stream music content over the Internet, we also must obtain performance rights licenses and pay public performance royalties to copyright owners of sound recordings (typically, performing artists and record companies).
To secure the rights to stream music content over the Internet, we also must obtain performance rights licenses and pay public performance royalties to copyright owners of sound recordings (typically, performing artists and record companies).
With our broadcast radio platform alone, we have over twice the broadcast radio audience of our next closest broadcast competitor. We also have five times the digital listening hours of our next closest commercial radio broadcast competitor. Our national scale and extensive local footprint allow us to offer marketing solutions at national, regional and local levels, or any combination thereof.
With our broadcast radio platform alone, we have over twice the broadcast radio audience of our next closest broadcast competitor. We also have nearly five times the digital listening hours of our next closest commercial radio broadcast competitor.
As of December 31, 2023, we own 271 issued U.S. patents, 52 pending U.S. patent applications, 4 issued foreign patents and 2 pending foreign patent applications, in addition to 393 U.S. trademarks registrations, 25 U.S. trademark applications, 414 state trademark registrations, 476 foreign registered trademarks and 7 foreign trademark applications.
As of December 31, 2024, we own 295 issued U.S. patents, 43 pending U.S. patent applications, 5 issued foreign patents and 1 pending foreign patent applications, in addition to 332 U.S. trademarks registrations, 21 U.S. trademark applications, 277 state trademark registrations, 500 foreign registered trademarks and 34 foreign trademark applications.
We are a party to numerous collective bargaining agreements and/or union-represented bargaining units, none of which represent a significant number of employees, with approximately 6.5% of our workforce subject to collective bargaining agreements. We believe we maintain positive relationships with our union and non-union employees as evidenced by our 2023 retention rate of 86%.
We are a party to numerous collective bargaining 8 agreements and/or union-represented bargaining units, none of which represent a significant number of employees, with approximately 6.8% of our workforce subject to collective bargaining agreements. Total Rewards We strive to create an environment that prioritizes the development and well-being of our employees.
As a result of the diversification of our product offerings, as well our geography, no single advertising category makes up more than approximately 5% of our total advertising revenue. Our contracts with our advertisers range from less than one-year to multi-year terms.
Our advertisers cover a wide range of categories, including financial services, automotive, health care, telecommunications, insurance, education, food and beverage, entertainment and political. As a result of the diversification of our product offerings, as well our geography, no single advertising category makes up more than approximately 5% of our total advertising revenue.
Among other things, the FCC is seeking comment on all aspects of the local radio ownership rule including whether the current version of the rule remains necessary in the public interest. We cannot predict the outcome of the FCC’s media ownership proceedings or their effects on our business in the future.
The order is the subject of various pending appeals. In addition, in December 2022, the FCC commenced the 2022 quadrennial review of its broadcast ownership rules. Among other things, the FCC is seeking comment on all aspects of the local radio ownership rule including whether the current version of the rule remains necessary in the public interest.
Our local sales force services approximately 160 U.S. markets, including 48 of the top 50 markets, and 86 of the top 100 markets. Our advertisers cover a wide range of categories, including financial services, automotive, health care, telecommunications, insurance, education, food and beverage, entertainment and political.
Our national scale and extensive local footprint allow us to offer marketing solutions at national, regional and local levels, or any combination thereof. Our local sales force services approximately 160 U.S. markets, including 48 of the top 50 markets, and 86 of the top 100 markets.
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Digital excluding podcast generated revenue of $661.3 million in 2023, $663.4 million in 2022 and $581.9 million in 2021. In 2021, we acquired Triton Digital, the global technology and services leader to the digital audio and podcast industry, giving us the only unified ad tech stack for all forms of audio media.
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Digital excluding podcast generated revenue of $715.7 million in 2024, $661.3 million in 2023 and $663.4 million in 2022.
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In 2023, we also launched a new live sales training curriculum for our newly hired Sales Account Executives. Inclusivity As a company, we strive to value diversity and respect all voices, from both inside and outside our Company.
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In 2024, we launched the iHeart Women's Sports Audio Network, the first-ever audio platform dedicated to women's sports across our broadcast, digital and podcast platforms and we served as the exclusive audio partner for the 2024 Olympic Games, providing 24/7 audio coverage of the games and producing original Olympic podcasts.
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Our Company reaches 90% of all Americans every month, so listening to, understanding and integrating input from diverse voices and views is critical to our success.
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In addition, there is no guarantee that additional PROs will not emerge, which could impact, and in some circumstances increase, our royalty rates and negotiation costs.
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One of our top priorities at iHeartMedia is to create an inclusive organizational culture to attract and develop a dynamic workforce that is as diverse as the audiences and communities we serve, which includes and supports gender identity, race, sexual orientation, ethnicity, religion, socioeconomic background, age, disability, national origin and more.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur financing agreements also contain covenants that may restrict 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.
Biggest changeThe agreements governing iHeartCommunications' secured indebtedness contain covenants that limit iHeartCommunications' and its subsidiaries’ ability to, among other things (and subject to certain exceptions): incur additional indebtedness; pay dividends on, or make distributions in respect of, their capital stock or repurchase their capital stock; make certain investments or other restricted payments; sell certain assets; create liens; merge, consolidate or transfer or dispose of all or substantially all of their assets; repay certain indebtedness prior to maturity thereof; restrict the ability of subsidiaries that are not guarantors to pay dividends or cash distributions, or repay indebtedness owed, to iHeartCommunications or its subsidiaries or make or repay loans or advances to the guarantors, or restrict the ability of any guarantor to create liens on its property for the benefit of the holders of such debt; permit the subsidiaries that hold FCC licenses to engage in other businesses; transfer FCC licenses; transfer material assets to non-guarantors; engage in transactions with affiliates; and change lines of business.
We may implement further restructuring activities, make additions, reductions or other changes to our management or workforce based on other cost reduction measures or changes in the markets and industry in which we compete.
We may implement further restructuring activities and make additions, reductions or other changes to our management or workforce based on other cost reduction measures or changes in the markets and industry in which we compete.
We and our properties are subject to such laws and regulations relating to the use, storage, disposal, emission and release of hazardous and non-hazardous substances and employee health and safety as well as zoning restrictions. Historically, we have not incurred significant expenditures to comply with these laws.
We and our properties are subject to such laws and regulations relating to the use, storage, disposal, emission and release of hazardous and non-hazardous substances and employee health and safety as well as zoning restrictions. Historically, we have not incurred significant expenditures to comply with these laws and regulations.
While we have engaged, and expect to continue to engage in, certain voluntary initiatives (such as voluntary disclosures, certifications, or goals) to improve the ESG profile of our company and/or products or respond to stakeholder concerns, such initiatives may be costly and may not have the desired effect.
While we have engaged, and expect to continue to engage in, certain voluntary initiatives (such as voluntary disclosures, certifications, and/or goals) to improve the ESG profile of our company and/or products or respond to stakeholder concerns, such initiatives may be costly and may not have the desired effect.
Acquisitions, dispositions and other strategic initiatives involve numerous risks, including: • our acquisitions may prove unprofitable and fail to generate anticipated cash flows: • to successfully manage our business, we may need to: ◦ recruit additional senior management as we cannot be assured that senior management of acquired businesses will continue to work for us and we cannot be certain that our recruiting efforts will succeed, and ◦ expand corporate infrastructure to facilitate the integration of our operations with those of acquired businesses, because failure to do so may cause us to lose the benefits of any expansion that we decide to undertake by leading to disruptions in our ongoing businesses or by distracting our management; • we may enter into markets and geographic areas where we have limited or no experience; • we may encounter difficulties in the integration of new management teams, operations and systems; • our management’s attention may be diverted from other business concerns; • our dispositions may negatively impact revenues from our national, regional and other sales networks; and • our dispositions may make it difficult to generate cash flows from operations sufficient to meet our anticipated cash requirements, including debt service requirements.
Acquisitions, dispositions and other strategic initiatives involve numerous risks, including: • our acquisitions may prove unprofitable and fail to generate anticipated cash flows; • to successfully manage our business, we may need to: ◦ recruit additional senior management because we cannot be assured that senior management of acquired businesses will continue to work for us and we cannot be certain that our recruiting efforts will succeed, and ◦ expand corporate infrastructure to facilitate the integration of our operations with those of acquired businesses, because failure to do so may cause us to lose the benefits of any expansion that we decide to undertake by leading to disruptions in our ongoing businesses or by distracting our management; • we may enter into markets and geographic areas where we have limited or no experience; • we may encounter difficulties in the integration of new management teams, operations and systems; • our management’s attention may be diverted from other business concerns; • our dispositions may negatively impact revenues from our national, regional and other sales networks; and • our dispositions may make it difficult to generate cash flows from operations sufficient to meet our anticipated cash requirements, including debt service requirements.
Our ability to sell advertising depends on, among other things: • economic conditions; • national and local demand for radio and digital advertising; • the popularity of our programming; • local and national advertising price fluctuations, which can be affected by the availability of programming and the relative supply of and demand for commercial advertising; • the capability and effectiveness of our sales organization; • our competitors' activities, including increased competition from other advertising-based mediums; • decisions by advertisers to withdraw or delay planned advertising expenditures for any reason; • keeping pace with changes in technology and our competitors; • maintaining and growing our relationships with marketers, agencies, and other demand sources who purchase advertising inventory from us; • continuing to develop and diversify our advertising platform and offerings; and • other factors beyond our control.
Our ability to sell advertising depends on, among other things: • economic conditions; • national and local demand for radio and digital advertising; • the popularity of our programming; • local and national advertising price fluctuations, which can be affected by the availability of programming and the relative supply of and demand for commercial advertising; • the capability and effectiveness of our sales organization; • our competitors' activities, including increased competition from other advertising-based mediums; 14 • decisions by advertisers to withdraw or delay planned advertising expenditures for any reason; • keeping pace with changes in technology and our competitors; • maintaining and growing our relationships with marketers, agencies, and other demand sources who purchase advertising inventory from us; • continuing to develop and diversify our advertising platform and offerings; and • other factors beyond our control.
All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: 26 • risks associated with weak or uncertain global economic conditions and their impact on the level of expenditures for advertising; • risks related to advertising revenue fluctuations; • intense competition including increased competition from alternative media and entertainment 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; • 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 scrutiny of environmental, social, and governance matters; • risks related to our Class A common stock; • regulations impacting our business and the ownership of our securities; and • other factors disclosed in the section entitled “Risk Factors” and elsewhere in this report.
All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • risks associated with weak or uncertain global economic conditions and their impact on the level of expenditures for advertising; • risks related to advertising revenue fluctuations; • intense competition including increased competition from alternative media and entertainment platforms and technologies; • dependence upon the performance of on-air talent, program hosts and management as well as maintaining or enhancing our 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; • 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 scrutiny of environmental, social, and governance matters; • risks related to our Class A common stock; • regulations impacting our business and the ownership of our securities; and • other factors disclosed in the section entitled “Risk Factors” and elsewhere in this report.
Our IT Systems and Confidential Information are vulnerable to a range of cybersecurity 18 risks and threats, including software bugs, computer viruses, internet worms, break-ins, phishing and social engineering attacks, attempts to overload servers with denial-of-service, or other attacks and similar disruptions (for example, due to ransomware), any of which could lead to system interruptions, delays, shutdowns, or theft or loss of Confidential Information.
Our IT Systems and Confidential Information are vulnerable to a range of cybersecurity risks and threats, including software bugs, computer viruses, internet worms, break-ins, phishing and social engineering attacks, attempts to overload servers with denial-of-service, or other attacks and similar disruptions (for example, due to ransomware), any of which could lead to system interruptions, delays, shutdowns, or theft or loss of Confidential Information.
Certain factors that could adversely affect our financial performance by, among other things, decreasing overall revenues, the numbers of advertising customers, advertising fees or profit margins include: • unfavorable fluctuations in operating costs, which we may be unwilling or unable to pass through to our customers; • our inability to successfully adopt or our being late in adopting technological changes and innovations that offer more attractive advertising or listening alternatives than what we offer, which could result in a loss of advertising customers or lower advertising rates, which could have a material adverse effect on our operating results and financial performance; • a loss of advertising customers or lower advertising rates, which could have a material adverse effect on our operating results and financial performance; • the impact of potential new or increased royalties or license fees charged for terrestrial radio broadcasting or the provision of our digital services, which could materially increase our expenses; • technological developments, including new uses for generative AI; • unfavorable shifts in population and other demographics, which may cause us to lose advertising customers as people migrate to markets where we have a smaller presence or which may cause advertisers to be willing to pay less in advertising fees if the general population shifts into a less desirable age or geographical 17 demographic from an advertising perspective; • continued dislocation of advertising agency operations from new technologies and media buying trends; • adverse political effects and acts or threats of terrorism or military conflicts; • natural catastrophes such as earthquakes, hurricanes, tornados, and floods, which could damage our facilities, interrupt our services and harm our business; and • unfavorable changes in labor conditions, which may impair our ability to operate or require us to spend more to retain and attract key employees.
Certain factors that could adversely affect our financial performance by, among other things, decreasing overall revenues, the numbers of advertising customers, advertising fees or profit margins, include: • unfavorable fluctuations in operating costs, which we may be unwilling or unable to pass through to our customers; • our inability to successfully adopt or our being late in adopting technological changes and innovations that 16 offer more attractive advertising or listening alternatives than what we offer, which could result in a loss of advertising customers or lower advertising rates, which could have a material adverse effect on our operating results and financial performance; • a loss of advertising customers or lower advertising rates, which could have a material adverse effect on our operating results and financial performance; • the impact of potential new or increased royalties or license fees charged for terrestrial radio broadcasting or the provision of our digital services, which could materially increase our expenses; • technological developments, including new uses for generative AI; • unfavorable shifts in population and other demographics, which may cause us to lose advertising customers as people migrate to markets where we have a smaller presence or which may cause advertisers to be willing to pay less in advertising fees if the general population shifts into a less desirable age or geographical demographic from an advertising perspective; • continued dislocation of advertising agency operations from new technologies and media buying trends; • adverse political effects and acts or threats of terrorism or military conflicts; • natural catastrophes such as earthquakes, hurricanes, tornados, wildfires, and floods, which could damage our facilities, interrupt our services and harm our business; and • unfavorable changes in labor conditions, which may impair our ability to operate or require us to spend more to retain and attract key employees.
Similarly, we cannot guarantee strict adherence to standard recommendations, and our disclosures based on any standards may change due to revisions in framework or legal requirements, availability of information, changes in our business or applicable government policies, or other factors, some of which may be beyond our control. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Similarly, we cannot guarantee strict adherence to standard recommendations, and our disclosures based on any standards may change due to revisions in framework or legal requirements, availability of information, changes in our business or applicable government policies, or other factors, some of which may be beyond our control. ITEM 1B. UNRESOLVED STAFF COMMENTS None. 26
We expect these and other developing rules and regulations to both increase upfront compliance costs and liability exposure in the event of a cyberattack or security incident. Additionally, as we accept debit and credit cards for payment, we are subject to the Payment Card Industry Data Security Standard (“PCI-DSS”), issued by the Payment Card Industry Security Standards Council.
We expect these and other developing rules and regulations to increase both upfront compliance costs and liability exposure in the event of a cyberattack or security incident. 18 Additionally, as we accept debit and credit cards for payment, we are subject to the Payment Card Industry Data Security Standard (“PCI DSS”), issued by the Payment Card Industry Security Standards Council.
The ability of our subsidiaries to pay dividends or make other advances, distributions and transfers of funds will depend on their respective results of operations and may be restricted by, among other things, applicable laws limiting the amount of funds available for payment of dividends and 24 certain restrictive covenants contained in the agreements of those subsidiaries.
The ability of our subsidiaries to pay dividends or make other advances, distributions and transfers of funds will depend on their respective results of operations and may be restricted by, among other things, applicable laws limiting the amount of funds available for payment of dividends and certain restrictive covenants contained in the agreements of those subsidiaries.
Additionally, if the content, analyses, search results or recommendations that AI applications assist in producing are, or are alleged to be, deficient, inaccurate, or biased, our business, reputation, financial condition, and results of operations could be adversely affected. 19 The use of AI applications may result in cybersecurity incidents that implicate the personal data of consumers.
Additionally, if the content, analyses, search results or recommendations that AI applications assist in producing are, or are alleged to be, deficient, inaccurate, or biased, our business, reputation, financial condition, and results of operations could be adversely affected. The use of AI applications may result in cybersecurity incidents that implicate the personal data of consumers.
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 the equity in a corporation controlling the licensee of a radio broadcast station unless the FCC determines greater indirect foreign ownership is in the public.
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 the equity in a corporation controlling the licensee of a radio broadcast station unless the FCC determines greater indirect foreign ownership is in the public interest.
Other companies employing new technologies or services could more successfully implement such new technologies or services or otherwise increase competition with our businesses and make our products less competitive in the marketplace. Our business is dependent upon the performance of on-air talent, program hosts, and acquisition of programming.
Other companies employing new technologies or services could more successfully implement such new technologies or services or otherwise increase competition with our businesses and make our products less competitive in the marketplace. 15 Our business is dependent upon the performance of on-air talent, program hosts, and acquisition of programming.
The iHeartRadio master brand ties together our radio stations, digital platforms, social media, podcasts, and events in a unified manner that reflects the quality and compelling nature of our listener experiences. Maintaining and enhancing our brand depends on many factors, including factors that are not entirely within our control.
The iHeartRadio brand ties together our radio stations, digital platforms, social media, podcasts, and events in a unified manner that reflects the quality and compelling nature of our listener experiences. Maintaining and enhancing our brand depends on many factors, including factors that are not entirely within our control.
To the extent that our aggregate foreign ownership or voting percentages exceeds 25 percent, any individual foreign holder of our common stock whose ownership or voting percentage would exceed 5 percent or 10 percent (with the applicable percentage determined pursuant to FCC rules) will additionally be required to obtain the FCC’s specific approval.
To the extent that our aggregate foreign ownership or voting percentages exceed 25 percent, any individual foreign holder of our common stock whose ownership or voting percentage would exceed 5 percent or 10 percent (with the applicable percentage determined pursuant to FCC rules) will additionally be required to obtain the FCC’s specific approval.
ITEM 1A. RISK FACTORS Risks Related to Our Business Our results have been in the past, and could be in the future, adversely affected by economic uncertainty or deterioration in economic conditions and corresponding reduced spending by advertisers. We derive revenues from the sale of advertising.
ITEM 1A. RISK FACTORS Risks Related to Our Business Our results have been in the past, and could be in the future, adversely affected by economic or political uncertainty or deterioration in economic conditions and corresponding reduced spending by advertisers. We derive revenues from the sale of advertising.
If we incur material costs, liability, or negative consumer reaction as a result of these occurrences, our business, financial condition and operating results could be adversely impacted. We are subject to a series of risks regarding scrutiny of environmental, social, and governance matters.
If we incur material costs, liability, or negative consumer reaction as a result of these occurrences, our business, financial condition and operating results could be adversely impacted. We are subject to a series of risks regarding scrutiny and regulation of environmental, social, and governance matters.
We have received, and may receive in the future, letters of inquiry and other notifications from the FCC concerning compliance with the Communications Act and FCC rules, and we cannot predict the outcome of any outstanding or future letters of inquiry and notifications from the FCC or the nature or extent of future FCC enforcement actions.
We have received, and may receive in the future, letters of inquiry and other notifications from the FCC concerning compliance with the Communications Act and FCC rules, 20 and we cannot predict the outcome of any outstanding or future letters of inquiry and notifications from the FCC or the nature or extent of future FCC enforcement actions.
Our subsidiaries conduct all of our consolidated operations and own substantially all of our consolidated assets. As a result, we must rely on dividends and other advances, distributions and transfers of funds from our subsidiaries to meet our obligations.
Our subsidiaries conduct all of our consolidated 23 operations and own substantially all of our consolidated assets. As a result, we must rely on dividends and other advances, distributions and transfers of funds from our subsidiaries to meet our obligations.
We use artificial intelligence (“AI”) solutions in our business operations and these applications and our future use of AI in our business may become important to our operations over time.
We use artificial intelligence (“AI”) solutions in our business operations and these applications and our future use of AI in our business may become increasingly important to our operations over time.
FORWARD-LOOKING STATEMENTS This report contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this report are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, our acquisition of Triton, future performance and business.
FORWARD-LOOKING STATEMENTS This report contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this report are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business.
Environmental, health, safety and land use laws and regulations may limit or restrict some of our operations. As the owner or operator of various real properties and facilities, we must comply with various foreign, federal, state and local environmental, health, safety and land use laws and regulations.
Environmental, health, safety and land use laws and regulations may limit or restrict some of our operations. As the current or former owner or operator of various real properties and facilities, we must comply with various foreign, federal, state and local environmental, health, safety and land use laws and regulations.
In addition, the California Consumer Privacy Act and the California Privacy Rights Act provide a private right of action to individuals and statutory damages for certain types of data breaches, and the GDPR provides potential fines up to EUR 20 million or 4% of worldwide annual turnover of the preceding financial year, whichever is greater.
For example, the California Consumer Privacy Act and California Privacy Rights Act provide a private right of action to individuals and statutory damages for certain types of data breaches, and the GDPR provides potential fines up to EUR 20 million or 4% of worldwide annual turnover of the preceding financial year, whichever is greater.
For example, we are involved in rate-setting proceedings and/or negotiations with one or more performing rights organizations related to royalty payments for the public performance of musical compositions, the outcome of which could cause us to owe increased royalty payments and adversely impact our business.
For example, we are involved in negotiations with one or more performing rights organizations related to royalty payments for the public performance of musical compositions, the outcome of which could cause us to owe increased royalty payments and adversely impact our business.
However, additional laws which may be passed in the future, or a finding of a violation of or liability under existing laws, could require us to make significant expenditures and otherwise limit or restrict some of our operations. 23 We may face lawsuits, incur liability or suffer reputational harm as a result of content published or made available through our services.
However, additional laws or other requirements which may be passed in the future, or a finding of a violation of or liability under existing laws or other requirements, could require us to make significant expenditures and otherwise limit or restrict some of our operations. 22 We may face lawsuits, incur liability or suffer reputational harm as a result of content published or made available through our services.
This substantial amount of indebtedness could have important consequences to us, including: ◦ increase our vulnerability to adverse general economic, industry, or competitive developments; ◦ require 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; ◦ limit our ability to make required payments under our existing contractual commitments, including our existing long-term indebtedness; ◦ require us to sell certain assets; ◦ restrict us from making strategic investments, including acquisitions, or causing us to make non-strategic divestitures; ◦ limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; ◦ place us at a competitive disadvantage compared to our competitors that have less debt; ◦ cause us to incur substantial fees from time to time in connection with debt amendments or refinancings; ◦ increase our exposure to rising interest rates because a substantial portion of our borrowings is at variable interest rates; and ◦ limit our ability to borrow additional funds or to borrow on terms that are satisfactory to us.
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.
Although the covenants in our financing agreements are subject to various exceptions, we cannot assure you that these 20 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.
Although the covenants in such debt agreements are subject to various exceptions, 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.
Both advocates and opponents to certain ESG matters, including diversity, equity and inclusion (“DEI”), are increasingly resorting to a range of activism forms, including media campaigns and litigation, to advance their perspectives. To the extent we are subject to such activism, it may require us to incur costs or otherwise adversely impact our business.
Both advocates and opponents to certain ESG matters are increasingly resorting to a range of activism forms, including media campaigns and litigation, to advance their perspectives. To the extent we are subject to such activism, it may require us to incur material costs or otherwise adversely impact our business.
The rapid evolution of AI, including potential government regulation of AI, will require significant resources to develop, test and maintain our platform, offerings, services, and features to help us implement AI ethically in order to minimize unintended, harmful impact.
The rapid evolution of AI will require significant resources to develop, test and maintain our platform, offerings, services, and features to help us implement AI ethically in order to minimize unintended, harmful impact.
New consumer rights, including the right for consumers to prevent the sale of their personal information, to prevent the "sharing" of their personal information for cross-context behavioral advertising, or to have their personal information deleted could lead to a depletion of our consumer database.
New consumer rights, including the right for consumers to opt-out of targeted advertising and the sale of their personal information, to prevent the "sharing" of their personal information for cross-context behavioral advertising, or to have their personal information deleted could lead to a depletion of our consumer database.
We may also be unable to complete certain initiatives or targets, either on timelines/costs initially anticipated or at all.
We may also modify or terminate certain initiatives or targets, or may be unable to complete them, either on timelines/costs initially anticipated or at all.
We face intense competition in our business. We operate in a highly competitive industry, and we may not be able to maintain or increase our current audience ratings, listener engagement and advertising revenues.
We operate in a highly competitive industry, and we may not be able to maintain or increase our current audience ratings, listener engagement and advertising revenues.
As a result, there is no guarantee that applicable direct licenses will be renewed in the future or that such licenses will be available on the same economic terms associated with the current licenses.
Furthermore, there is no guarantee that applicable direct licenses will be renewed in the future or that such licenses will be available on the same economic terms associated with the current licenses.
If we fail to, or are perceived to fail to, comply with or advance certain ESG initiatives (including the manner in which we complete such initiatives), we may be subject to various adverse impacts, including reputational damage and potential stakeholder engagement and/or litigation, even if such initiatives are currently voluntary. There are also increasing regulatory expectations for ESG matters.
If we fail to, or are perceived to fail to, comply with or advance certain ESG initiatives (including the manner in which we complete such initiatives), we may be subject to various adverse impacts, including reputational damage and potential stakeholder engagement and/or litigation, even if such initiatives are currently voluntary.
For example: (1) our broadcast radio station websites and our iHeartRadio digital platform collect personal information as users use our services, register for our services, fill out their listener profiles, post comments, use our social networking features, participate in polls and contests and sign-up to receive email newsletters; (2) we use tracking technologies, such as “cookies,” to automatically manage and track our listeners’ interactions with us so that we can deliver relevant music content and advertising; (3) we accept credit cards as a method of payment from consumers, business partners and advertisers; and (4) we collect precise location data about certain of our platform users for analytics, attribution and advertising purposes. 22 We also depend on a number of third-party vendors in relation to the operation of our business, a number of which process data on our behalf.
For example: (1) our broadcast radio station websites and our iHeartRadio digital platform collect personal information as users use our services, register for our services, fill out their listener profiles, post comments, participate in polls and contests and sign-up to receive email newsletters; (2) we use tracking technologies, such as “cookies,” to automatically manage and track our listeners’ interactions with us so that we can deliver relevant music content and advertising; (3) we accept credit cards as a method of payment from consumers, business partners and advertisers; and (4) we collect precise location data in limited circumstances about certain of our platform users for analytics, attribution and advertising purposes.
If we or our third-party providers fail to protect confidential information and/or experience data security incidents, we could lose valuable information, suffer disruptions to our business, and/or incur material expenses and liabilities in the investigation and remediation of such incidents, as well as damages to our relationships with listeners, consumers, business partners, employees and advertisers, which would materially adversely affect our business, results of operations, and financial condition .
See Regulation of our Business in Part I, Item 1, Business, included elsewhere in this Annual Report on Form 10-K. 17 If we or our third-party providers fail to protect confidential information and/or experience data security incidents, we could lose valuable information, suffer disruptions to our business, and/or incur material expenses and liabilities in the investigation and remediation of such incidents, as well as damages to our relationships with listeners, consumers, business partners, employees and advertisers, which would materially adversely affect our business, results of operations, and financial condition .
As is common in the audio entertainment industry, advertisers do not have long-term advertising commitments with us and can terminate their contracts at any time. Expenditures by advertisers tend to be cyclical, reflecting economic conditions and budgeting and buying patterns. Periods of a slowing economy or recession, or periods of economic uncertainty, may be accompanied by a decrease in advertising.
As is common in the audio entertainment industry, advertisers do not have long-term advertising commitments with us and can terminate their contracts at any time. Expenditures by advertisers tend to be cyclical, reflecting economic and political conditions and budgeting and buying patterns.
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, 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.
This seasonality causes and will likely continue to cause a variation in our quarterly operating results. Such variations could have a material effect on the timing of our cash flows. In addition, our revenues tend to fluctuate between years, consistent with, among other things, increased advertising expenditures in even-numbered years by political candidates, political parties and special interest groups.
Such variations could have a material effect on the timing of our cash flows. In addition, our revenues tend to fluctuate between years, consistent with, among other things, increased advertising expenditures in even-numbered years by political candidates, political parties and special interest groups. We face intense competition in our business.
Alternatively, if a court were to find these provisions of our certificate of incorporation or bylaws inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition. 25 Regulations imposed by the Communications Act and the FCC limit the amount of foreign individuals or entities that may invest in our capital stock without FCC approval.
Alternatively, if a court were to find these provisions of our certificate of incorporation or bylaws 24 inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.
A loss of such popularity or audience loyalty is beyond our control and could have a material adverse effect on our ability to attract local and/or national advertisers and on our revenue and/or listenership and could 16 result in increased expenses.
Furthermore, the popularity and audience loyalty of our key talent and programs are highly sensitive to rapidly changing public tastes. A loss of such popularity or audience loyalty is beyond our control and could have a material adverse effect on our ability to attract local and/or national advertisers and on our revenue and/or listenership and could result in increased expenses.
Increased royalty rates could significantly increase our expenses, which could adversely affect our business and results of operations. Various other regulatory matters relating to our business are now, or may become, the subject of court litigation, and we cannot predict the outcome of any such litigation or its impact on our business.
Various other regulatory matters relating to our business are now, or may become, the subject of court litigation, and we cannot predict the outcome of any such litigation or its impact on our business.
In addition, from time-to-time SoundExchange and various record labels and other music licensors notify us that certain calendar years are subject to routine audits of the royalty payments that we make to them in connection with our various uses of music. The results of such audits could result in us having to make higher royalty payments for the subject years.
The outcome of this proceeding may result in an increase to our licensing costs. From time-to-time, SoundExchange and various record labels and other music licensors notify us that certain calendar years are subject to routine audits of the royalty payments that we make to them in connection with our various uses of music.
These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.
You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. 25 These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” "commit," “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.
Companies across industries are facing increasing scrutiny from a variety of stakeholders related to their environmental, social, and governance (“ESG”) practices. For example, various groups produce ESG scores or ratings based at least in part on a company’s ESG disclosures, and certain market participants, including institutional investors and capital providers, use such ratings to assess companies’ ESG profiles.
For example, various groups produce ESG scores or ratings based at least in part on a company’s ESG disclosures, and certain market participants, including institutional investors and capital providers, use such ratings to assess companies’ ESG profiles.
If economic uncertainty continues, increases, or if economic conditions deteriorate, these conditions may continue to adversely impact our revenue, profit margins, cash flow and liquidity.
If macroeconomic uncertainty continues or increases, or if economic conditions deteriorate, we may continue to experience an adverse impact on our revenue, profit margins, cash flow and liquidity as a result.
Expectations around company’s management of ESG matters continues to evolve rapidly, in many instances due to factors that are out of our control. For example, actions or statements that we may take based on expectations, assumptions, or third-party information that we currently believe to be reasonable may subsequently be determined to be erroneous or not in keeping with best practice.
For example, actions or statements that we may take based on expectations, assumptions, or third-party information that we currently believe to be reasonable may subsequently be determined, or perceived, to be erroneous or not in keeping with best practice.
For example, Apple has updated its products and services to make it more difficult to track its users and has indicated they may impose additional restrictions in the future and other companies may impose similar restrictions. These changes have reduced and may in the future further reduce the quality and quantity of tracking data available to us and our clients.
Changes to the policies promulgated by these third parties may adversely impact our advertising revenue. For 21 example, Apple has updated its products and services to make it more difficult to track its users and has indicated they may impose additional restrictions in the future and other companies may impose similar restrictions.
In addition, disruptions to our operations and our customers’ operations from COVID-19 or other future pandemics or public health crises may reduce demand for advertising, reduce our advertising revenue and adversely impact our business, results of operations and financial position. 15 Our operations and revenues also tend to be seasonal in nature, with generally lower revenue generated in the first quarter of the year and generally higher revenue generated in the fourth quarter of the year.
In addition, disruptions to our operations and our customers’ operations from pandemics or public health crises may reduce demand for advertising, reduce our advertising revenue and adversely impact our business, results of operations and financial position.
The domestic radio industry is heavily regulated by federal laws and regulations of several agencies, including the FCC. For example, the FCC could impact our profitability by imposing large fines on us if, in response to pending or future complaints, it finds that we violated FCC regulations.
For example, the FCC could impact our profitability by imposing large fines on us if, in response to pending or future complaints, it finds that we violated FCC regulations. The FCC’s enforcement priorities are subject to change, and we cannot predict which areas of legal compliance the FCC will focus on in the future.
As of February 26, 2024, we had 123,400,032 shares of Class A common stock, 21,346,613 shares of Class B common stock and 5,043,336 Special Warrants outstanding.
As of February 24, 2025, we had 125,991,823 shares of Class A common stock, 21,187,567 shares of Class B common stock and 5,039,323 Special Warrants outstanding.
We are subject to limitations imposed by third parties that control the devices or platforms on which our users access our services. Changes to the policies promulgated by these third parties may adversely impact our advertising revenue.
We also depend on a number of third-party vendors in relation to the operation of our business, a number of which process data on our behalf. We are subject to limitations imposed by third parties that control the devices or platforms on which our users access our services.
Various policymakers, including the SEC and State of California, have adopted (or are considering adopting) requirements to disclose certain climate-related or other ESG information, which may require additional costs to comply. This and other stakeholder expectations will likely lead to increased costs as well as scrutiny that could heighten all of the risks identified in this risk factor.
These requirements are not always uniform across jurisdictions, and combined with other stakeholder expectations, will likely lead to increased costs as well as scrutiny that could heighten all of the risks identified in this risk factor.
Macroeconomic uncertainty, including due to increased inflation, rising interest rates and the geopolitical environment, during the year ended December 31, 2023 contributed to declines in our advertising revenues. This reduction in advertising revenues has had an adverse effect on our profit margins, cash flow and liquidity.
Periods of a slowing economy or recession, or periods of economic uncertainty, may be accompanied by a decrease in advertising. Macroeconomic uncertainty continued to impact our advertising revenues during the year ended December 31, 2024. This impact in advertising revenues has had an adverse effect on our profit margins, cash flow and liquidity.
We currently have a $450.0 million undrawn senior secured asset-based revolving credit facility that matures in 2027, $4,318.6 million in principal amount of secured debt, $3,065.4 million of which matures in 2026, and $916.4 million in principal amount of unsecured debt that matures in 2027.
Our subsidiary, iHeartCommunications currently has a $450.0 million undrawn senior secured asset-based revolving credit facility that matures in 2027, approximately $4.7 billion in principal amount of secured debt, of which approximately $21.7 million matures in 2025, approximately $28.2 million matures in 2026, approximately $21.6 million matures in 2027, 19 approximately $298.4 million matures in 2028, approximately $2.8 billion matures in 2029, and approximately $1.5 billion has various subsequent maturity dates, and approximately $126.0 million in principal amount of unsecured debt, of which approximately $0.8 million matures in 2025, approximately $45.1 million matures in 2026, approximately $79.8 million matures in 2027 and approximately $0.2 million matures in 2028.
To the extent we incur additional indebtedness, the risks associated with our leverage described above would increase. 21 Regulatory, Legislative and Litigation Risks Extensive current government regulation, and future regulation, may limit our radio broadcasting and other operations or adversely affect our business and financial results.
Regulatory, Legislative and Litigation Risks Extensive current government regulation, and future regulation, may limit our radio broadcasting and other operations or adversely affect our business and financial results. The domestic radio industry is heavily regulated by federal laws and regulations of several agencies, including the FCC.
Some web browsers have begun to limit the use of third-party cookies or have announced an intention to do so.
These changes have reduced and may in the future further reduce the quality and quantity of tracking data available to us and our clients. Some web browsers have begun to limit the use of third-party cookies or have announced an intention to do so or have enabled the "global privacy control" opt-out of targeted advertising by default.
Removed
The existence of inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, increased costs of labor and other similar effects. As a result of inflation, we have experienced and may continue to experience, cost increases.
Added
Similarly, political conditions, including new and changing laws or tariffs, regulations, executive orders and enforcement priorities, may impact customer budgets and create uncertainty about how such laws and regulations will be interpreted and applied, which may impact advertising customer demand and adversely impact our business.
Removed
Furthermore, the popularity and audience loyalty of our key talent and programs is highly sensitive to rapidly changing public tastes.
Added
Our operations and revenues also tend to be seasonal in nature, with generally lower revenue generated in the first quarter of the year and generally higher revenue generated in the fourth quarter of the year. This seasonality causes and will likely continue to cause a variation in our quarterly operating results.
Removed
See Regulation of our Business in Part I, Item 1, Business, included elsewhere in this Annual Report on Form 10-K.
Added
The regulatory framework for AI technologies is also rapidly evolving as many federal, state and foreign government bodies and agencies have introduced or are currently considering additional laws and regulations relating to AI. Existing laws and regulations may be interpreted in ways that could affect the operation of our AI applications.
Removed
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.
Added
As a result, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot yet determine the impact future laws, regulations, standards, or market perception of their requirements may have on our business and may not always be able to anticipate how to respond to these laws or regulations.
Removed
These purchases could have a material negative impact on our liquidity available to repay outstanding debt obligations or on our consolidated results of operations. In addition, we may be able to incur additional indebtedness in the future.
Added
The cost to comply with such laws, regulations, or decisions and/or guidance interpreting existing laws, could be significant and would increase our operating expenses (such as by imposing additional reporting obligations regarding our use of AI applications and technologies).
Removed
The FCC’s enforcement priorities are subject to change, and we cannot predict which areas of legal compliance the FCC will focus on in the future.
Added
Such an increase in operating expenses, as well as any actual or perceived failure to comply with such laws and regulations, could adversely affect our business, financial condition and results of operations.
Removed
You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts.
Added
For example, certain of our debt agreements include total net leverage ratio covenants (which fall away upon certain conditions being met) tested 30 days prior to the maturity dates of iHeartCommunications’ 5.25% senior notes due 2027, 8.375% senior notes due 2027 and 4.75% senior secured notes due 2028 to the extent the aggregate outstanding principal amount of such notes to which such maturity date applies exceeds $50 million on such date.
Added
A breach of any of these covenants could result in a default under our debt agreements and the exercise of remedies by the lenders thereunder. 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.
Added
In addition, the rates for the royalties that we pay to SoundExchange for certain types of digital music transmissions are the subject of a pending rate-setting proceeding before the Copyright Royalty Board that will determine statutory rates and terms for the public performance and ephemeral reproduction of sound recordings by various non-interactive webcasters, including us, for the period from January 1, 2026 to December 31, 2030.
Added
The results of such audits could result in us having to make higher royalty payments for the subject years. Increased royalty rates could significantly increase our expenses, which could adversely affect our business and results of operations.
Added
Companies across industries are facing increasing scrutiny from a variety of stakeholders, including policymakers, related to their sustainability or environmental, social, and governance (“ESG”) practices, such as climate change and human capital, among others.
Added
Increasingly, different stakeholder groups have divergent (or conflicting) views on ESG matters, which increases the risk that any action, or lack thereof, with respect to ESG matters will be perceived negatively by at least some stakeholders and adversely impact our reputation and business.
Added
Expectations around company’s management of ESG matters continues to evolve rapidly, in many instances due to factors that are out of our control.
Added
There are also increasing and changing regulatory expectations for ESG matters. Various policymakers are imposing domestic and international laws and regulations relating to climate change and sustainability that might require additional investments, disclosure, and the attention of our management team, in connection with implementation and oversight of new practices and reporting processes.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeITEM 1C. CYBERSECURITY Risk Management and Strategy We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information.
Biggest changeITEM 1C. CYBERSECURITY Risk Management and Strategy We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program includes a cybersecurity incident response plan. We design and assess our program based on the National Institute of Standards and Technology ("NIST") Cybersecurity Framework.
Our management team supervises efforts to identify, prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment. 28
Our management team supervises efforts to identify, prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.
Our management team, including our CISO, Chief Financial Officer, and General Counsel, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.
Our management team, including our CISO, Chief Financial Officer, and General Counsel, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity 27 consultants.
The Audit Committee receives annual reports from management on information security matters, including our cybersecurity risks. In addition, management updates the Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential. The Audit Committee reports to the full Board regarding its activities, including those related to cybersecurity.
The Board and the Audit Committee receive updates from management at least annually on information security matters, including our cybersecurity risks. In addition, management updates the Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential. The Audit Committee reports to the full Board regarding its activities, including those related to cybersecurity.
Removed
Our cybersecurity risk management program includes a cybersecurity incident response plan. 27 We design and assess our program based on the National Institute of Standards and Technology ("NIST") Cybersecurity Framework.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe do not anticipate any difficulties in renewing those leases that expire within the next several years or in leasing other space, if required. We lease substantially all of our towers and antennas and own substantially all of the other equipment used in our business. For additional information regarding our properties, see “Item 1. Business.”
Biggest changeWe lease substantially all of our towers and antennas and own substantially all of the other equipment used in our business. For additional information regarding our properties, see “Item 1. Business.”
A radio station’s transmitter sites and antenna sites are generally positioned in a manner that provides maximum market coverage. The studios and offices of our radio stations are located in leased or owned facilities. The leases generally have expiration dates that range from one to 40 years.
A radio station’s transmitter sites and antenna sites are generally positioned in a manner that provides maximum market coverage. The studios and offices of our radio stations are located in leased or owned facilities. The leases for studios and offices generally have expiration dates that range from one to 15 years.
Added
The leases for towers and antennas generally have expiration dates that range from one to 30 years. We do not anticipate any difficulties in renewing those leases that expire within the next several years or in leasing other space, if required.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. 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 disputes; defamation matters; employment and benefits related claims; governmental fines; intellectual property claims; and tax disputes.
Biggest changeITEM 3. 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 disputes; defamation matters; employment and benefits related claims; governmental investigations; intellectual property claims; and tax disputes.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeRasulo 68 Director Former Chief Financial Officer and Senior Executive Vice President at Walt Disney Company, a global mass media and entertainment conglomerate Kamakshi Sivaramakrishnan 48 Director Founder and Former Chief Executive Officer and President of Samooha Inc., a data collaboration company Samuel E.
Biggest changeRasulo 69 Director Former Chief Financial Officer and Senior Executive Vice President at Walt Disney Company, a global mass media and entertainment conglomerate Kamakshi Sivaramakrishnan 49 Director Senior Director of Product Management of Snowflake Inc., a cloud-based data storage company Samuel E.
Englebardt 46 Director Co-founder and Partner at Galaxy Digital, a digital asset financial services company, and Founding General Partner of Galaxy Interactive, a venture capital firm Michael B. McGuinness 47 Executive Vice President – Finance, Deputy Chief Financial Officer and Head of Investor Relations Same Scott D.
Englebardt 47 Director Co-founder and Partner at Galaxy Digital, a digital asset financial services company, and Founding General Partner of Galaxy Interactive, a venture capital firm Michael B. McGuinness 48 Executive Vice President – Finance, Deputy Chief Financial Officer and Head of Investor Relations Same Scott D.
Bressler 66 President, Chief Operating Officer, Chief Financial Officer and Director Same Brad Gerstner 52 Director Chief Executive Officer and Chief Investment Officer of Altimeter Capital Management, LP, a technology focused investment firm Cheryl Mills 59 Director Founder and Chief Executive Officer of the BlackIvy Group LLC, a private holding company that builds and operates businesses in Sub-Saharan Africa Graciela Monteagudo 57 Director Former Chief Executive Officer of LALA U.S., a producer and distributor of dairy-based products James A.
Bressler 67 President, Chief Operating Officer, Chief Financial Officer and Director Same Brad Gerstner 53 Director Chief Executive Officer and Chief Investment Officer of Altimeter Capital Management, LP, a technology focused investment firm Cheryl Mills 60 Director Founder and Chief Executive Officer of the BlackIvy Group LLC, a private holding company that builds and operates businesses in Sub-Saharan Africa Graciela Monteagudo 58 Director Former Chief Executive Officer of LALA U.S., a producer and distributor of dairy-based products James A.
ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. 29 INFORMATION ABOUT OUR DIRECTORS & EXECUTIVE OFFICERS The following information with respect to our Board of Directors (the "Board") and executive officers is presented as of February 29, 2024: Name Age Position at iHeartMedia Principal Employment Robert W. Pittman 70 Chairman and Chief Executive Officer Same Richard J.
ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. 28 INFORMATION ABOUT OUR DIRECTORS & EXECUTIVE OFFICERS The following information with respect to our Board of Directors (the "Board") and executive officers is presented as of February 27, 2025: Name Age Position at iHeartMedia Principal Employment Robert W. Pittman 71 Chairman and Chief Executive Officer Same Richard J.
Hamilton 54 Senior Vice President, Chief Accounting Officer and Assistant Secretary Same Jordan R. Fasbender 41 Executive Vice President, General Counsel and Secretary Same 30 PART II
Hamilton 55 Senior Vice President, Chief Accounting Officer and Assistant Secretary Same Jordan R. Fasbender 42 Executive Vice President, General Counsel and Secretary Same 29 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIndexed Stock Price Close (Price Adjusted for Stock Splits and Dividends) Source: Yahoo Finance 07/18/19 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 iHeartMedia, Inc. 1,000 1,024 787 1,275 372 162 Radio Index* 1,000 966 489 592 241 218 Nasdaq Stock Market Index 1,000 1,093 1,570 1,906 1,275 1,829 *We have constructed a peer group index comprised of other radio companies that includes Cumulus Media, Beasley Broadcast Group, and Audacy, Inc. 32 Purchases of Equity Securities The following table sets forth the purchases made during the quarter ended December 31, 2023 by or on behalf of us or an affiliated purchaser of shares of our Class A common stock registered pursuant to Section 12 of the Exchange Act: Period Total Number of Shares Purchased (1) Average Price Paid per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs October 1 through October 31 623 $ 3.00 — $ — November 1 through November 30 1,987 2.11 — — December 1 through December 31 1,817 2.99 — — Total 4,427 $ 2.60 — $ — (1) The shares indicated consist of shares of our Class A common stock tendered by employees to us during the three months ended December 31, 2023 to satisfy the employees’ tax withholding obligation in connection with the vesting and release of restricted shares, which are repurchased by us based on their fair market value on the date the relevant transaction occurs. 33 ITEM 6. [Reserved] 34
Biggest changeAudacy, Inc. filed for bankruptcy and became a private company in 2024 and therefore is no longer included in our peer group. 31 Purchases of Equity Securities The following table sets forth the purchases made during the quarter ended December 31, 2024 by or on behalf of us or an affiliated purchaser of shares of our Class A common stock registered pursuant to Section 12 of the Exchange Act: Period Total Number of Shares Purchased (1) Average Price Paid per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs October 1 through October 31 8,662 $ 2.01 — $ — November 1 through November 30 1,861 2.23 — — December 1 through December 31 8,820 2.07 — — Total 19,343 $ 2.07 — $ — (1) The shares indicated consist of shares of our Class A common stock tendered by employees to us during the three months ended December 31, 2024 to satisfy the employees’ tax withholding obligation in connection with the vesting and release of restricted shares, which are repurchased by us based on their fair market value on the date the relevant transaction occurs. 32 ITEM 6. [Reserved] 33
For more information regarding our Class A common Stock, Class B common stock and Special Warrants, refer to Note 9, Stockholders' Equity, to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K. We currently have no intention to pay dividends on our Class A common stock at any time in the foreseeable future.
For more information regarding our Class A common Stock, Class B common stock and Special Warrants, refer to Note 9, Stockholders' Deficit, to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K. We currently have no intention to pay dividends on our Class A common stock at any time in the foreseeable future.
There were 27 stockholders of record of our Class B common stock as of February 26, 2024. This figure does not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record by brokerage firms and clearing agencies.
There were 26 stockholders of record of our Class B common stock as of February 24, 2025. This figure does not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record by brokerage firms and clearing agencies.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Shares of our Class A common stock are quoted for trading on the Nasdaq Global Select Market ("Nasdaq") under the symbol “IHRT.” There were 390 stockholders of record of our Class A common stock as of February 26, 2024.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Shares of our Class A common stock are quoted for trading on the Nasdaq Global Select Market ("Nasdaq") under the symbol “IHRT.” There were 363 stockholders of record of our Class A common stock as of February 24, 2025.
This figure does not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record by brokerage firms and clearing agencies. There is no established public trading market for our Class B common stock. There were 21,346,613 shares of our Class B common stock outstanding on February 26, 2024.
This figure does not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record by brokerage firms and clearing agencies. There is no established public trading market for our Class B common stock. There were 21,187,567 shares of our Class B common stock outstanding on February 24, 2025.
Any decision to declare and pay dividends in the future will be made at the discretion of our Board and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our Board may deem relevant. 31 Stock Performance Graph The following graph provides a comparison of the cumulative total returns, adjusted for any stock splits and dividends, for iHeartMedia, Inc., our Radio Index* and the Nasdaq Stock Market Index for the period from July 18, 2019, the day our Class A common stock was listed and began trading on the Nasdaq, through December 31, 2023.
Any decision to declare and pay dividends in the future will be made at the discretion of our Board and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our Board may deem relevant. 30 Stock Performance Graph The following graph provides a comparison of the cumulative total returns, adjusted for any stock splits and dividends, for iHeartMedia, Inc., our Radio Index* and the Nasdaq Stock Market Index for the period from December 31, 2019 through December 31, 2024.
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. There were 5,043,336 Special Warrants outstanding on February 26, 2024.
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. There were 5,039,323 Special Warrants outstanding on February 24, 2025.
Added
Indexed Stock Price Close (Price Adjusted for Stock Splits and Dividends) Source: Yahoo Finance 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 iHeartMedia, Inc. 1,000 768 1,245 363 158 117 Peer Group Index (1) 1,000 626 721 508 473 182 Nasdaq Stock Market Index 1,000 1,436 1,744 1,166 1,673 2,152 (1) We have constructed a peer group index comprised of other radio companies that includes Cumulus Media, Beasley Broadcast Group, and Sirius Holdings.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

103 edited+22 added−31 removed48 unchanged
Biggest changeThe key developments in our business for the year ended December 31, 2023 are summarized below: • Consolidated Revenue of $3,751.0 million decreased $161.3 million, or 4.1%, during 2023 compared to Consolidated Revenue of $3,912.3 million in 2022. • Multiplatform Group Revenue decreased $161.8 million, or 6.2%, and Segment Adjusted EBITDA decreased $212.3 million, or 27.7%, compared to 2022. • Digital Audio Group Revenue increased $47.3 million, or, 4.6% and Segment Adjusted EBITDA increased $39.8 million, or 12.9%, compared to 2022. • Audio & Media Services Group Revenue decreased $47.6 million, or 15.6%, and Segment Adjusted EBITDA decreased $41.4 million, or 36.7%, compared to 2022. • Operating loss of $797.3 million decreased $854.2 million from Operating income of $56.9 million in 2022. 2023 included $965.1 million of non-cash impairment charges, primarily related to our goodwill and indefinite-lived intangible assets balances; 2022 included $311.5 million of non-cash impairment charges, primarily related to our indefinite-lived intangible asset balance. • Net loss of $1,100.3 million in 2023 increased $837.6 million compared to Net loss of $262.7 million in 2022. 2023 included $965.1 million of non-cash impairment charges, primarily related to our goodwill and indefinite-lived intangible assets balances; 2022 included $311.5 million of non-cash impairment charges, primarily related to our indefinite-lived intangible asset balance. • Cash flows provided by operating activities of $213.1 million decreased $207.0 million compared to 2022. • Adjusted EBITDA (1) of $696.6 million was down $253.7 million from $950.3 million in 2022. • Free cash flow (2) of $110.4 million decreased $148.7 million compared to 2022. • In addition, we received proceeds of $45.3 million upon the sale of certain broadcast tower sites and related assets; we are leasing back tower site space under long-term operating leases. • During the years ended December 31, 2023 and 2022, we repurchased $204.0 million and $329.6 million, respectively, of aggregate principal amount of iHeartCommunications, Inc.'s 8.375% Senior Unsecured Notes due 2027 for $147.3 million and $299.4 million in cash, excluding accrued interest.
Biggest changeThe key developments in our business for the year ended December 31, 2024 are summarized below: • Consolidated Revenue of $3,854.5 million increased $103.5 million, or 2.8%, during 2024 compared to Consolidated Revenue of $3,751.0 million in 2023. • Multiplatform Group Revenue decreased $62.5 million, or 2.6%, and Segment Adjusted EBITDA decreased $92.2 million, or 16.7%, compared to 2023. • Digital Audio Group Revenue increased $95.3 million, or 8.9%, and Segment Adjusted EBITDA increased $30.1 million, or 8.6%, compared to 2023. • Audio & Media Services Group Revenue increased $70.4 million, or 27.4%, and Segment Adjusted EBITDA increased $69.2 million, or 96.9%, compared to 2023. • Operating loss of $763.1 million decreased $34.2 million from Operating loss of $797.3 million in 2023. 2024 and 2023 included $922.7 million and $965.1 million of non-cash impairment charges, respectively, primarily related to our goodwill and indefinite-lived intangible assets balances. • Net loss of $1,009.5 million decreased $90.8 million compared to Net loss of $1,100.3 million in 2023.
Deferred tax assets are reduced by valuation allowances if the Company believes it is more than likely than not that some portion or the entire asset will not be realized.
Deferred tax assets are reduced by valuation allowances if the Company believes it is more likely than not that some portion or the entire asset will not be realized.
Our key assumptions using the direct valuation method are market revenue growth rates, profit margin, and the risk-adjusted discount rate as well as other assumptions including market share, duration and profile of the build-up period, and estimated start-up capital costs. This data is populated using industry normalized information representing an average asset within a market.
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.
Adjusted EBITDA is not necessarily a measure of our ability to fund our cash 44 needs. Because it excludes certain financial information compared with operating income and compared with consolidated net loss, the most directly comparable GAAP financial measures, users of this financial information should consider the types of events and transactions which are excluded.
Adjusted EBITDA is not necessarily a measure of our ability to fund our cash needs. Because it excludes certain financial information compared with 44 Operating loss and compared with consolidated Net loss, the most directly comparable GAAP financial measures, users of this financial information should consider the types of events and transactions which are excluded.
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.
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. 49 SEASONALITY Typically, our businesses experience their lowest financial performance in the first quarter of the calendar year.
While we believe we have made reasonable estimates and utilized appropriate assumptions to calculate the estimated fair value of our reporting units, it is possible a material change could occur. If future results are not consistent with our assumptions and estimates, we may be exposed to impairment charges in the future.
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.
Since Adjusted EBITDA is not a measure calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, operating income (loss) or net loss as an indicator of operating performance and may not be comparable to similarly titled measures employed by other companies.
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.
We report based on three reportable 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, our full-service media representation business, and RCS, a provider of scheduling and broadcast software and services.
We report based on three reportable 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.
Economic Conditions Our advertising revenue, cash flows, and cost of capital are impacted by changes in economic conditions. Higher interest rates and high 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.
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.
These were offset by the proceeds from the disposal of assets, which mainly consists 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.
These were partially offset by the proceeds from the disposal of assets, which mainly consists 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.
(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. 38 Results of Operations For a discussion of our results of operations for the year ended December 31, 2021, including a year-to-year comparison between 2022 and 2021, refer to Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2022.
(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. 38 Results of Operations For a discussion of our results of operations for the year ended December 31, 2022, including a year-to-year comparison between 2023 and 2022, refer to Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2023.
As of December 31, 2023, no triggering event had occurred and, as a result, we were not required to comply with any fixed charge coverage ratio as of or for the period ended December 31, 2023. Other than our ABL Facility, none of our long-term debt includes maintenance covenants that could trigger early repayment.
As of December 31, 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 December 31, 2024. Other than our ABL Facility, none of our long-term debt includes maintenance covenants that could trigger early repayment.
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 year ended December 31, 2023, and Capital I’s and its consolidated restricted subsidiaries’ financial information for the same period.
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 year ended December 31, 2024, and Capital I’s and its consolidated restricted subsidiaries’ financial information for the same period.
Yield is measured by management in a variety of ways, including revenue earned divided by minutes of advertising sold. A portion of our Multiplatform Group segment’s expenses vary in connection with changes in revenue. These variable expenses primarily relate to costs in our programming and sales departments, including profit sharing fees and commissions, and bad debt.
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.
The following narrative describes these critical accounting estimates, the judgments and assumptions and the effect if actual results differ from these assumptions. 50 Indefinite-lived Intangible Assets Indefinite-lived intangible assets, such as our FCC licenses, are reviewed annually for possible impairment using the direct valuation method as prescribed in ASC 805-20-S99.
The following narrative describes these critical accounting estimates, the judgments and assumptions and the effect if actual results differ from these assumptions. 50 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.
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.
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 and research services for radio stations, broadcast television stations, cable channels, record labels, ad agencies and Internet stations worldwide.
Alternatively, Adjusted EBITDA is calculated as Net loss, adjusted to exclude Income tax (benefit) expense, Interest expense, net, Depreciation and amortization, Loss on investments, net, Gain on extinguishment of debt, Other expense, net, Equity in loss of nonconsolidated affiliates, net, Impairment charges, Other operating expense, net, Share-based compensation expense, and restructuring expenses.
Alternatively, Adjusted EBITDA is calculated as Net loss, adjusted to exclude Income tax benefit, Interest expense, net, Depreciation and amortization, (Gain) loss on investments, net, (Gain) loss on extinguishment of debt and exchange costs, Other expense, net, Equity in loss of nonconsolidated affiliates, Impairment charges, Other operating expense, net, Share-based compensation expense, and restructuring expenses.
In addition to our contractual obligations, we expect that our primary anticipated uses of liquidity in 2024 will be to fund our working capital, make interest and tax payments, fund capital expenditures, make voluntary debt repayments and pursue other strategic opportunities, and maintain operations.
In addition to our contractual obligations, we expect that our primary anticipated uses of liquidity in 2025 will be to fund our working capital, make interest and tax payments, fund capital expenditures, make voluntary debt repayments and pursue other strategic opportunities, and maintain operations.
Further, as of December 31, 2023, we were in compliance with all covenants related to our debt agreements. Uses of Capital Capital Expenditures Capital expenditures for the years ended December 31, 2023 and 2022 are discussed in the Cash Flows section above.
Further, as of December 31, 2024, we were in compliance with all covenants related to our debt agreements. Uses of Capital Capital Expenditures Capital expenditures for the years ended December 31, 2024 and 2023 are discussed in the Cash Flows section above.
Certain prior period amounts have been reclassified to conform to the 2023 presentation. Description of our Business Our strategy centers on delivering entertaining and informative content where our listeners want to find it across our various platforms.
Certain prior period amounts have been reclassified to conform to the 2024 presentation. Description of our Business Our strategy centers on delivering entertaining and informative content where our listeners want to find it across our various platforms.
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.
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 to evaluate the Company’s operating performance.
As of December 31, 2023, we were in compliance with all covenants related to our debt agreements. For additional information regarding our debt, refer to Note 6, Long-Term Debt .
As of December 31, 2024, we were in compliance with all covenants related to our debt agreements. For additional information regarding our debt, refer to Note 6, Long-Term Debt .
See Note 9, Stockholders' Equity , to our consolidated financial statements located in Part II, Item 8 of this Annual Report on Form 10-K.
See Note 9, Stockholders' Deficit , to our consolidated financial statements located in Part II, Item 8 of this Annual Report on Form 10-K.
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 December 31, 2023, while others are considered future commitments. Our contractual obligations primarily consist of long-term debt and related interest payments, commitments under non-cancelable operating lease agreements, and employment and talent contracts.
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 December 31, 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, employment and talent contracts, and music license fees.
No impairment was required for our goodwill and FCC licenses as part of the 2023 annual impairment testing.
No impairment was required for our goodwill and FCC licenses as part of the 2024 or 2023 annual impairment testing.
On June 30, 2023, we performed an interim impairment test in accordance with ASC 350-30-35 and we concluded that a $363.6 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.
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.
The fair value of our Katz Media reporting unit exceeded its carrying value. 51 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 value using a risk-adjusted discount rate.
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 51 expected to be generated from the related assets, discounted to their present values using a risk-adjusted discount rate.
(“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 2.0% revenue growth was assumed in the terminal period; • Revenue was grown proportionally over a build-up period, reaching market revenue forecast by year 3; • Operating margins of 8.0% in the first year gradually climb to the industry average margin in year 3 of up to 18.2%, depending on market size; and • Assumed discount rates of 10.0% for all markets.
(“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.
The amounts involved may be material. 48 For additional information regarding our debt, including the terms of the governing documents, refer to Note 6, Long-Term Debt , to our consolidated financial statements located in Part II, Item 8 of this Annual Report on Form 10-K.
For additional information regarding our debt, including the terms of the governing documents, refer to Note 6, Long-Term Debt , to our consolidated financial statements located in Part II, Item 8 of this Annual Report on Form 10-K.
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 2023 through 2027.
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.
We regularly review our uncertain tax positions and adjust our unrecognized tax benefits ("UTBs") in light of changes in facts and circumstances, such as changes in tax law, interactions with taxing authorities and developments in case law. These adjustments to our UTBs may affect our income tax expense. Settlement of uncertain tax positions may require use of our cash. 52
We regularly review our uncertain tax positions and adjust our unrecognized tax benefits ("UTBs") in light of changes in facts and circumstances, such as changes in tax law, interactions with taxing authorities. developments in case law and significant transactions. These adjustments to our UTBs may affect our income tax expense.
Gain on Extinguishment of Debt During the year ended December 31, 2023, we recognized a gain on extinguishment of debt of $56.7 million in connection with the repurchase of $204.0 million aggregate principal amount of iHeartCommunications, Inc.’s 8.375% Senior Unsecured Notes due 2027 for $147.3 million in cash.
During the year ended December 31, 2023, we recognized a gain of $56.7 million in connection with the repurchase of $204.0 million aggregate principal amount of iHeartCommunications, Inc.’s 8.375% Senior Unsecured Notes due 2027 for $147.3 million in cash. There were no repurchases during the year ended December 31, 2024.
As of December 31, 2023, iHeartCommunications had no amounts outstanding under the ABL Facility, a facility size of $450.0 million and $24.3 million in outstanding letters of credit, resulting in $425.7 million of borrowing base availability.
As of December 31, 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.
The June 30, 2023 testing resulted in non-cash impairment charges of $363.6 million and $595.5 million to reduce the FCC license and goodwill balances, respectively. We perform our annual impairment test on our goodwill and indefinite-lived intangible assets, including FCC licenses, as of July 1 of each year.
Additionally, we recognized non-cash impairment charges of $363.6 million and $595.5 million to our FCC license and goodwill balances, respectively, as a result of our June 30, 2023 interim testing. We perform our annual impairment test on our goodwill and indefinite-lived intangible assets, including FCC licenses, as of July 1 of each year.
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 2027 are projected to grow at a perpetual growth rate, which we estimated at 2.0% for our Multiplatform and RCS reporting units, 3.0% for our Digital Audio reporting unit (beyond 2031), and 2.0% for our Katz Media reporting unit (beyond 2032). • In order to risk adjust the cash flow projections in determining fair value, we utilized discounts rates between 15% and 18% for each of our reporting units.
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 discount rates between 17% and 20% for each of our reporting units.
See Note 9, Stockholders' Equity , for more information. 45 LIQUIDITY AND CAPITAL RESOURCES Cash Flows The following discussion highlights cash flow activities during the periods presented: (In thousands) Year Ended December 31, 2023 2022 Cash provided by (used for): Operating activities $ 213,062 $ 420,075 Investing activities (51,334) (129,226) Financing activities (152,158) (306,108) Free Cash Flow (1) 110,392 259,106 (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.
See Note 9, Stockholders' Deficit , for more information. 45 LIQUIDITY AND CAPITAL RESOURCES Cash Flows The following discussion highlights cash flow activities during the periods presented: (In thousands) Year Ended December 31, 2024 2023 Cash provided by (used for): Operating activities $ 71,429 $ 213,062 Investing activities 508 (51,334) Financing activities (158,345) (152,158) Free Cash Flow (1) (26,165) 110,392 (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.
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.
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.
Reconciliations of Cash provided by operating activities to Free cash flow (In thousands) Year Ended December 31, 2023 2022 Cash provided by operating activities $ 213,062 $ 420,075 Purchases of property, plant and equipment (102,670) (160,969) Free cash flow (1) $ 110,392 $ 259,106 (1) We define 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.
Reconciliations of Cash provided by operating activities to Free cash flow (In thousands) Year Ended December 31, 2024 2023 Cash provided by operating activities $ 71,429 $ 213,062 Purchases of property, plant and equipment (97,594) (102,670) Free cash flow (1) $ (26,165) $ 110,392 (1) We define 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.
These transactions, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.
These transactions, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
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.
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.
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 year ended December 31, 2023 would have changed by $23.0 million. In the event of an adverse change in interest rates, management may take actions to mitigate our exposure.
Assuming the current level of borrowings and assuming a 100 bps change in floating interest rates, it is estimated that our interest expense would change by $21.7 million. In the event of an adverse change in interest rates, management may take actions to mitigate our exposure.
Operating Activities Cash provided by operating activities was $213.1 million in 2023 compared to $420.1 million of cash provided by operating activities in 2022.
Operating Activities Cash provided by operating activities was $71.4 million in 2024 compared to $213.1 million of cash provided by operating activities in 2023.
Terminal values are also estimated and discounted to their present value. On June 30, 2023, we performed an interim impairment test in accordance with ASC 350-30-35, resulting in $595.5 million impairment of goodwill.
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.
A portion of our Digital Audio Group segment’s expenses vary in connection with changes in revenue. These variable expenses primarily relate to our content costs including profit sharing fees and third-party content costs, as well as sales commissions and bad debt.
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.
We acknowledge the challenges posed by the market uncertainty as a result of global economic weakness, the recent slowdown in economic activity, rising interest rates, historically high inflation and other macroeconomic trends, however, we remain confident in our business, our employees and our strategy.
We acknowledge the challenges posed by the market uncertainty as a result of global economic weakness and other macroeconomic and political trends, however, we remain confident in our business, our employees and our strategy.
Cash used for financing activities of $306.1 million in 2022 primarily related to the 2022 repurchases of $329.6 million aggregate principal amount of iHeartCommunications, Inc.'s 8.375% Senior Unsecured Notes due 2027 for $299.4 million in cash. 46 Sources of Liquidity and Anticipated Cash Requirements Our primary sources of liquidity are cash on hand, which consisted of cash and cash equivalents of $346.4 million as of December 31, 2023, 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 (the "ABL Facility").
Cash used for financing activities of $152.2 million in 2023 primarily related to the 2023 repurchases of $204.0 million aggregate principal amount of iHeartCommunications, Inc.'s 8.375% Senior Unsecured Notes due 2027 for $147.3 million in cash . 46 Sources of Liquidity and Anticipated Cash Requirements Our primary sources of liquidity are cash on hand, which consisted of cash and cash equivalents of $259.6 million as of December 31, 2024, cash flows from operations and borrowing capacity under our $450.0 million senior secured asset-based revolving credit facility (the "ABL Facility") provided for under the Company's ABL Credit Agreement, dated as of May 17, 2022 (as amended, supplemented, or otherwise modified, the "ABL Credit Agreement").
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.
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.
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. NEW ACCOUNTING PRONOUNCEMENTS For information regarding new accounting pronouncements, refer to Note 1, Summary of Significant Accounting Policies .
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.
For more information, see Note 4, Property, Plant and Equipment, Intangible Assets and Goodwill for a further description of the impairment charges and annual impairment tests.
No impairment was required as part of the 2024 or 2023 annual impairment testing . For more information, see Note 4, Property, Plant and Equipment, Intangible Assets and Goodwill for a further description of the impairment charges and annual impairment tests.
Share-based compensation expenses are recorded in the statement of comprehensive loss as Selling, general and administrative expenses and were $35.6 million and $35.5 million for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 there was $50.8 million of unrecognized compensation cost related to unvested share-based compensation arrangements.
Share-based compensation expenses are recorded in the statement of comprehensive loss as Selling, general and administrative expenses and were $32.3 million and $35.6 million for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024 there was $30.1 million of unrecognized compensation cost related to unvested share-based compensation arrangements with vesting based solely on service conditions.
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.
This metric gauges how well our formats are attracting and retaining listeners. 34 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 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 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 loss. 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 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.
We use Free Cash Flow 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.
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 Unit Revenue Growth Rate Profit Margin Discount Rate Multiplatform $ 241,000 $ 137,000 $ 220,000 Digital 62,000 66,000 63,000 Katz Media 19,000 11,000 18,000 RCS 10,000 5,000 8,000 An increase in discount rates or a decrease in revenue growth rates or profit margins could result in impairment charges being required to be recorded for one or more of our reporting units.
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 Unit Revenue Growth Rate Profit Margin Discount Rate Multiplatform $ 127,528 $ 98,208 $ 114,259 Digital 61,541 61,790 58,055 Katz Media 10,342 8,189 9,614 RCS 8,342 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.
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 Rate Profit Margin Discount Rate (in thousands) $ 201,609 $ 155,590 $ 222,563 At June 30, 2023, both the carrying value and fair value of our FCC licenses after the impairment of $363.6 million was $1.1 billion.
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 Rate Profit Margin Discount Rate (in thousands) $ 123,114 $ 120,132 $ 142,164 At December 31, 2024, the carrying value of our FCC licenses was $809.9 million after the impairment of $304.1 million.
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.
Our segment profitability metric is Segment Adjusted EBITDA, which is reported to the Company's Chief Operating Decision Maker ("CODM") for purposes of making decisions about allocation of resources to, and assessing performance of, each reportable segment. The Company’s CODM is our Chief Executive Officer.
Accordingly, our earnings will be affected by changes in interest rates. As of December 31, 2023, approximately 43% of our aggregate principal amount of long-term debt bore interest at floating 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 December 31, 2024, approximately 45% of our aggregate principal amount of long-term debt bore interest at floating rates.
The table below presents a summary of our historical results of operations for the periods presented: (In thousands) Year Ended December 31, 2023 2022 Revenue $ 3,751,025 $ 3,912,283 Operating income (loss) (797,311) 56,860 Net loss (1,100,339) (262,670) Cash provided by operating activities 213,062 420,075 Adjusted EBITDA (1) $ 696,598 $ 950,289 Free cash flow (2) 110,392 259,106 (1) For a definition of Adjusted EBITDA, 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 this MD&A.
The table below presents a summary of our historical results of operations for the periods presented: (In thousands) Year Ended December 31, 2024 2023 Revenue $ 3,854,532 $ 3,751,025 Operating loss (763,108) (797,311) Net loss (1,009,494) (1,100,339) Cash provided by operating activities 71,429 213,062 Adjusted EBITDA (1) $ 705,617 $ 696,598 Free cash flow (2) (26,165) 110,392 (1) For a definition of Adjusted EBITDA, and a reconciliation to Operating loss, the most closely comparable U.S. generally accepted accounting principles ("GAAP") measure, and to Net loss, please see “Reconciliation of Operating loss to Adjusted EBITDA” and “Reconciliation of Net loss to EBITDA and Adjusted EBITDA” in this MD&A.
Digital Audio Group Results (In thousands) Year Ended December 31, % 2023 2022 Change Revenue $ 1,069,167 $ 1,021,824 4.6 % Operating expenses (1) 720,298 712,786 1.1 % Segment Adjusted EBITDA $ 348,869 $ 309,038 12.9 % Segment Adjusted EBITDA margin 32.6 % 30.2 % (1) Operating expenses consist of Direct operating expenses and Selling, general and administrative expenses, excluding Restructuring expenses.
Digital Audio Group Results (In thousands) Year Ended December 31, % 2024 2023 Change Revenue $ 1,164,515 $ 1,069,167 8.9 % Operating expenses (1) 785,575 720,298 9.1 % Segment Adjusted EBITDA $ 378,940 $ 348,869 8.6 % Segment Adjusted EBITDA margin 32.5 % 32.6 % (1) Operating expenses consist of Direct operating expenses and Selling, general and administrative expenses, excluding Restructuring expenses.
We spent $119.6 million for capital expenditures in our Multiplatform Group segment, primarily related to our real estate optimization initiatives, $21.3 million in our Digital Audio Group segment, primarily related to IT infrastructure, $8.2 million in our Audio & Media Services Group segment, primarily related to software and $11.9 million in Corporate primarily related to equipment and software purchases.
For capital expenditures during the period, we spent $52.2 million for capital expenditures in our Multiplatform Group segment primarily related to our real estate optimization initiatives and software purchases, $22.5 million in our Digital Audio Group segment primarily related to IT infrastructure, $10.4 million in our Audio & Media Services Group segment, primarily related to software, and $12.5 million in Corporate primarily related to equipment and software purchases.
Impairment Charges Economic uncertainty due to inflation and higher interest rates since 2022 has resulted in, among other things, lower advertising spending by businesses. In addition, the economic uncertainty has had a significant impact on the trading values of our debt and equity securities for a sustained period.
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.
As a result, we performed an interim impairment test as of June 30, 2023 on our indefinite-lived FCC licenses and goodwill. We recorded a non-cash impairment charge of $959.1 million in the second quarter of 2023 to reduce the carrying values of our indefinite-lived FCC licenses and our goodwill to their estimated fair values.
Impairment charges During the years ended December 31, 2024 and 2023, we recorded non-cash impairment charges of $922.7 million and $965.1 million, respectively, 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.
See Note 4, Property, Plant and Equipment, Intangible Assets and Goodwill , to the consolidated financial statements for a further description of the impairment charges. We perform our annual impairment test on our goodwill and FCC licenses as of July 1 of each year.
See Note 4, Property, Plant and Equipment, Intangible Assets and Goodwill , to our consolidated financial statements located in Part II, Item 8 of this Annual Report on Form 10-K for more information. We perform our annual impairment test on our goodwill and FCC licenses as of July 1 of each year.
The increase in consolidated SG&A expenses was driven primarily by higher trade and barter expense, variable bonus expense, and bad debt expense. These increases were partially offset by a decrease in costs incurred in connection with executing on our cost reduction initiatives and lower sales commissions.
The increase was driven primarily by higher non-cash trade expense, as well as an increase in costs incurred in connection with executing on our cost savings initiatives and higher sales commissions, partially offset by lower bonus expense and lower bad debt expense.
The current market 36 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.
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. 35 Cost Savings Initiatives We implemented operating expense savings initiatives during the year to streamline our organization and increase automation and the use of technology.
This cost is expected to be recognized over a weighted average period of approximately 1.9 years.
This cost is expected to be recognized over a weighted average period of approximately 1.5 years and assumes Performance RSUs will be fully earned at target.
Interest Expense, Net Interest expense, net increased $48.1 million during 2023 compared to 2022 primarily as a result of an increase in floating borrowing rates, partially offset by the lower outstanding aggregate principal of iHeartCommunications, Inc.’s 8.375% Senior Unsecured Notes due 2027 due to the repurchases of $533.6 million of the notes for $446.7 million in cash made during 2023 and 2022.
Interest expense, net Interest expense, net decreased $10.3 million during 2024 compared to 2023 primarily due to 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 and higher interest income earned on larger cash balances, partially offset by an increase in floating interest rates during 2024.
These impacts were partially offset by lower bonus payments in 2023 compared to 2022. Investing Activities Cash used for investing activities of $51.3 million in 2023 primarily reflects $102.7 million in cash used for capital expenditures.
Cash used for investing activities of $51.3 million in 2023 primarily reflects $102.7 million in cash used for capital expenditures.
This may affect comparability of results between years. 49 MARKET RISK We are exposed to market risks arising from changes in market rates and prices, including movements in interest rates, foreign currency exchange rates and inflation. Interest Rate Risk On June 15, 2023, iHeartCommunications entered into an amendment to the Term Loan Facility.
This may affect comparability of results between years. MARKET RISK We are exposed to market risks arising from changes in market rates and prices, including movements in interest rates, foreign currency exchange rates and inflation. Interest Rate Risk A significant amount of our long-term debt bears interest at variable rates.
Operating expenses decreased $6.2 million primarily as a result of lower variable bonus expense. 43 Non-GAAP Financial Measures Reconciliations of Operating Income to Adjusted EBITDA (In thousands) Year Ended December 31, 2023 2022 Operating income (loss) $ (797,311) $ 56,860 Depreciation and amortization 428,483 445,664 Impairment charges 965,087 311,489 Other operating expense, net 4,361 24,998 Share-based compensation expense 35,625 35,457 Restructuring expenses 60,353 75,821 Adjusted EBITDA (1) $ 696,598 $ 950,289 Reconciliations of Net Loss to EBITDA and Adjusted EBITDA (In thousands) Year Ended December 31, 2023 2022 Net loss $ (1,100,339) $ (262,670) Income tax (benefit) expense (62,338) 4,719 Interest expense, net 389,775 341,674 Depreciation and amortization 428,483 445,664 EBITDA $ (344,419) $ 529,387 Loss on investments, net 28,130 1,045 Gain on extinguishment of debt (56,724) (30,214) Other expense, net 655 2,295 Equity in loss of nonconsolidated affiliates 3,530 11 Impairment charges 965,087 311,489 Other operating expense, net 4,361 24,998 Share-based compensation expense 35,625 35,457 Restructuring expenses 60,353 75,821 Adjusted EBITDA (1) $ 696,598 $ 950,289 (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, net.
Operating expenses increased $1.1 million primarily driven by higher variable bonus expense based on results and higher sales commissions due to increased revenue, partially offset by lower employee compensation in connection with our cost savings initiatives. 43 Non-GAAP Financial Measures Reconciliations of Operating loss to Adjusted EBITDA (In thousands) Year Ended December 31, 2024 2023 Operating loss $ (763,108) $ (797,311) Depreciation and amortization 409,582 428,483 Impairment charges 922,681 965,087 Other operating expense, net 2,767 4,361 Share-based compensation expense 32,311 35,625 Restructuring expenses 101,384 60,353 Adjusted EBITDA (1) $ 705,617 $ 696,598 Reconciliations of Net loss to EBITDA and Adjusted EBITDA (In thousands) Year Ended December 31, 2024 2023 Net loss $ (1,009,494) $ (1,100,339) Income tax benefit (158,402) (62,338) Interest expense, net 379,434 389,775 Depreciation and amortization 409,582 428,483 EBITDA $ (378,880) $ (344,419) (Gain) loss on investments, net (75,523) 28,130 (Gain) loss on extinguishment of debt and exchange costs 97,305 (56,724) Other expense, net 926 655 Equity in loss of nonconsolidated affiliates 2,646 3,530 Impairment charges 922,681 965,087 Other operating expense, net 2,767 4,361 Share-based compensation expense 32,311 35,625 Restructuring expenses 101,384 60,353 Adjusted EBITDA (1) $ 705,617 $ 696,598 (1) We define Adjusted EBITDA as consolidated Operating 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, net.
The table below presents the comparison of our historical results of operations: (In thousands) Year Ended December 31, 2023 2022 Revenue $ 3,751,025 $ 3,912,283 Operating expenses: Direct operating expenses (excludes depreciation and amortization) 1,494,234 1,480,326 Selling, general and administrative expenses (excludes depreciation and amortization) 1,656,171 1,592,946 Depreciation and amortization 428,483 445,664 Impairment charges 965,087 311,489 Other operating expense, net 4,361 24,998 Operating income (loss) (797,311) 56,860 Interest expense, net 389,775 341,674 Loss on investments, net (28,130) (1,045) Equity in loss of nonconsolidated affiliates (3,530) (11) Gain on extinguishment of debt 56,724 30,214 Other expense, net (655) (2,295) Loss before income taxes (1,162,677) (257,951) Income tax benefit (expense) 62,338 (4,719) Net loss (1,100,339) (262,670) Less amount attributable to noncontrolling interest 2,321 1,993 Net loss attributable to the Company $ (1,102,660) $ (264,663) The table below presents the comparison of our revenue streams: (In thousands) Year Ended December 31, % 2023 2022 Change Broadcast Radio $ 1,752,166 $ 1,883,324 (7.0) % Networks 466,404 503,244 (7.3) % Sponsorship and Events 191,434 188,985 1.3 % Other 25,364 21,637 17.2 % Multiplatform Group 2,435,368 2,597,190 (6.2) % Digital, excluding Podcast 661,319 663,392 (0.3) % Podcast 407,848 358,432 13.8 % Digital Audio Group 1,069,167 1,021,824 4.6 % Audio & Media Services Group 256,702 304,302 (15.6) % Eliminations (10,212) (11,033) Revenue, total $ 3,751,025 $ 3,912,283 (4.1) % 39 Consolidated results for the year ended December 31, 2023 compared to the consolidated results for the year ended December 31, 2022 were as follows: Revenue Consolidated revenue decreased $161.3 million during the year ended December 31, 2023 compared to 2022.
The table below presents the comparison of our historical results of operations: (In thousands) Year Ended December 31, 2024 2023 Revenue $ 3,854,532 $ 3,751,025 Operating expenses: Direct operating expenses (excludes depreciation and amortization) 1,588,931 1,494,234 Selling, general and administrative expenses (excludes depreciation and amortization) 1,693,679 1,656,171 Depreciation and amortization 409,582 428,483 Impairment charges 922,681 965,087 Other operating expense, net 2,767 4,361 Operating loss (763,108) (797,311) Interest expense, net 379,434 389,775 Gain (loss) on investments, net 75,523 (28,130) Equity in loss of nonconsolidated affiliates (2,646) (3,530) Gain (loss) on extinguishment of debt and exchange costs (97,305) 56,724 Other expense, net (926) (655) Loss before income taxes (1,167,896) (1,162,677) Income tax benefit 158,402 62,338 Net loss (1,009,494) (1,100,339) Less amount attributable to noncontrolling interest 447 2,321 Net loss attributable to the Company $ (1,009,941) $ (1,102,660) The table below presents the comparison of our revenue streams: (In thousands) Year Ended December 31, % 2024 2023 Change Broadcast Radio $ 1,726,934 $ 1,752,166 (1.4) % Networks 437,212 466,404 (6.3) % Sponsorship and Events 187,344 191,434 (2.1) % Other 21,419 25,364 (15.6) % Multiplatform Group 2,372,909 2,435,368 (2.6) % Digital, excluding Podcast 715,736 661,319 8.2 % Podcast 448,779 407,848 10.0 % Digital Audio Group 1,164,515 1,069,167 8.9 % Audio & Media Services Group 327,055 256,702 27.4 % Eliminations (9,947) (10,212) Revenue, total $ 3,854,532 $ 3,751,025 2.8 % 39 Consolidated results for the year ended December 31, 2024 compared to the consolidated results for the year ended December 31, 2023 were as follows: Revenue Consolidated revenue increased $103.5 million during the year ended December 31, 2024 compared to 2023.
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, 2023 has resulted in a decrease in the fair values of our reporting units.
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.
Such refinancings, repayments, exchanges or purchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. We or our subsidiaries may also sell certain assets, securities, or properties.
Such refinancings, repayments, exchanges or purchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts 48 involved may be material. For a description of the Debt Exchange Transaction, see above under "Debt Exchange Transaction" and Note 6, Long-Term Debt .
Operating expenses increased $7.5 million primarily driven by higher variable content costs, including digital profit sharing costs and production costs, as well as higher trade and barter expenses, partially offset by lower third-party digital costs in connection with COVID-19 related advertisers and lower digital performance royalty fees. 42 Audio & Media Services Group Results (In thousands) Year Ended December 31, % 2023 2022 Change Revenue $ 256,702 $ 304,302 (15.6) % Operating expenses (1) 185,241 191,407 (3.2) % Segment Adjusted EBITDA $ 71,461 $ 112,895 (36.7) % Segment Adjusted EBITDA margin 27.8 % 37.1 % (1) Operating expenses consist of Direct operating expenses and Selling, general and administrative expenses, excluding Restructuring expenses.
Operating expenses increased $65.3 million primarily driven by higher variable content costs, including third-party digital costs and podcast profit sharing costs related to the increase in revenues. 42 Audio & Media Services Group Results (In thousands) Year Ended December 31, % 2024 2023 Change Revenue $ 327,055 $ 256,702 27.4 % Operating expenses (1) 186,381 185,241 0.6 % Segment Adjusted EBITDA $ 140,674 $ 71,461 96.9 % Segment Adjusted EBITDA margin 43.0 % 27.8 % (1) Operating expenses consist of Direct operating expenses and Selling, general and administrative expenses, excluding Restructuring expenses.
Revenue from our Digital Audio Group increased $47.3 million compared to the prior year, led by Podcast revenue which increased $49.4 million, or 13.8%, year-over-year, driven primarily by increased demand for podcasting from advertisers, as well as higher trade and barter revenue. Digital, excluding Podcast revenue, decreased $2.1 million year-over-year, primarily driven by a decrease in COVID-19 related advertisers.
Revenue from our Digital Audio Group increased $95.3 million compared to the prior year, led by Digital, excluding Podcast revenue which increased $54.4 million, or 8.2% year-over-year, primarily due to an increase in demand for digital advertising. Podcast revenue increased $40.9 million, or 10.0%, year-over-year, driven primarily by increased demand for podcasting from advertisers.
Consequently, an increase in discount rates, a decrease in revenue growth rates or profit margins, or a decrease in BIA revenue forecasts could result in additional impairment to our FCC licenses. Goodwill We perform our annual impairment test on our goodwill as of July 1 of each year.
An increase in discount rates, a decrease in revenue growth rates or profit margins, or a decrease in BIA revenue forecasts could result in additional impairment to our FCC licenses. Goodwill We test goodwill at interim dates if events or changes in circumstances indicate that goodwill might be impaired.
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.
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.
Audio & Media Services revenue decreased $47.6 million primarily due to a decrease in political revenue. Direct Operating Expenses Consolidated direct operating expenses increased $13.9 million during the year ended December 31, 2023 compared to 2022.
Audio & Media Services revenue increased $70.4 million primarily as a result of higher political revenue and digital revenue. Direct operating expenses Consolidated direct operating expenses increased $94.7 million during the year ended December 31, 2024 compared to 2023.
Future increases in interest rates could have a significant impact on our cash interest payments. For a description of the Company's future maturities of long-term debt, see Note 6, Long-Term Debt , and for a description of the Company's non-cancelable operating lease agreements, see Note 7, Commitments and Contingencies .
This will result in an additional $21.5 million in cash payments that we must make in 2025 to service our debt. For a description of the Company's future maturities of long-term debt, see Note 6, Long-Term Debt , and for a description of the Company's non-cancelable operating lease agreements and other contractual commitments, see Note 7, Commitments and Contingencies .
The carrying values of our Multiplatform, Digital, and RCS reporting units exceeded their fair values.
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.

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