iHeartMedia
Annual Report 2015

Plain-text annual report

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 10-K [X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2015, or[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ________ to _________. Commission File Number 000-53354 IHEARTMEDIA, INC.(Exact name of registrant as specified in its charter) Delaware26-0241222(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 200 East Basse Road, Suite 100San Antonio, Texas78209(Address of principal executive offices)(Zip code) (210) 822-2828(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: NoneSecurities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES [ ] NO [X]Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. YES [ ] NO [X]Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ]Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).YES [X]NO [ ]Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “largeaccelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]Smaller reporting company [ ]Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). YES [ ] NO [X]As of June 30, 2015, the aggregate market value of the common stock beneficially held by non-affiliates of the registrant was approximately $68.4 million based on the closing salesprice of the Class A common stock as reported on the Over-the-Counter Bulletin Board.On February 22, 2016, there were 30,064,745 outstanding shares of Class A common stock (including 111,291 shares owned by a subsidiary and excluding 230,712 shares held intreasury), 555,556 outstanding shares of Class B common stock and 58,967,502 outstanding shares of Class C common stock. DOCUMENTS INCORPORATED BY REFERENCEPortions of our Definitive Proxy Statement for the 2016 Annual Meeting, expected to be filed within 120 days of our fiscal year end, are incorporated by reference into Part III.  IHEARTMEDIA, INC.INDEX TO FORM 10-KPageNumberPART I Item 1. Business....................................................................................................................................................................................................... 1 Item 1A. Risk Factors.............................................................................................................................................................................................. 16 Item 1B. Unresolved Staff Comments................................................................................................................................................................. 27 Item 2. Properties................................................................................................................................................................................................... 27 Item 3. Legal Proceedings.................................................................................................................................................................................... 27 Item 4. Mine Safety Disclosures......................................................................................................................................................................... 28 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities................................................................................................................................................................................. 30 Item 6. Selected Financial Data.......................................................................................................................................................................... 32 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations................................................... 34 Item 7A. Quantitative and Qualitative Disclosures About Market Risk ....................................................................................................... 76 Item 8. Financial Statements and Supplementary Data ............................................................................................................................... 77 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.................................................. 117 Item 9A. Controls and Procedures...................................................................................................................................................................... 117 Item 9B. Other Information................................................................................................................................................................................. 119 PART III Item 10. Directors, Executive Officers and Corporate Governance............................................................................................................ 120 Item 11. Executive Compensation......................................................................................................................................................... ##11Item Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters............................................................................................................................................................................. 120 Item 13. Certain Relationships and Related Transactions, and Director Independence.............................................................. ##13Item Item 14. Principal Accounting Fees and Services............................................................................................................................................ 121 PART IV Item 15. Exhibits and Financial Statement Schedules................................................................................................................................... 122  PART IITEM 1. BUSINESSThe Company We were incorporated in May 2007 by private equity funds sponsored by Bain Capital Partners, LLC (“Bain Capital”) and Thomas H. Lee Partners,L.P. (“THL,” and together, the “Sponsors”) for the purpose of acquiring the business of iHeartCommunications, Inc., a Texas corporation(“iHeartCommunications”). The acquisition was completed on July 30, 2008 pursuant to the Agreement and Plan of Merger, dated November 16, 2006, asamended on April 18, 2007, May 17, 2007 and May 13, 2008 (the “Merger Agreement”). As a result of the merger, each issued and outstanding share ofiHeartCommunications, other than shares held by certain of our principals that were rolled over and exchanged for shares of our Class A common stock, waseither exchanged for (i) $36.00 in cash consideration or (ii) one share of our Class A common stock. Prior to the consummation of our acquisition ofiHeartCommunications, we had not conducted any activities, other than activities incident to our formation and in connection with the acquisition, and didnot have any assets or liabilities, other than those related to the acquisition.Our corporate headquarters are in San Antonio, Texas and we have executive offices in New York, New York. Our headquarters are located at200 East Basse Road, Suite 100, San Antonio, Texas 78209 (telephone: 210-822-2828). Our Business SegmentsWe are a diversified media and entertainment company with three reportable business segments: iHeartMedia (“iHM”); Americas outdooradvertising (“Americas outdoor”); and International outdoor advertising (“International outdoor”). Our iHM segment provides media and entertainmentservices via live broadcast and digital delivery and also includes our national syndication business. Our Americas outdoor and International outdoorsegments provide outdoor advertising services in their respective geographic regions using various digital and traditional display types. Our Americasoutdoor segment consists of operations primarily in the United States, Canada and Latin America. Our International outdoor segment consists of operationsprimarily in Europe, Asia and Australia. Our “Other” category includes our full-service media representation business, Katz Media Group (“Katz Media”), aswell as other general support services and initiatives that are ancillary to our other businesses. For the year ended December 31, 2015, the iHM segmentrepresented 53% of total revenues. For the year ended December 31, 2015, Americas outdoor represented 22% and International outdoor represented 23% oftotal revenues. We are a leading global media and entertainment company specializing in broadcast and digital radio, out-of-home, mobile and on-demandentertainment and information services for national audiences and local communities while providing premium opportunities for advertisers. Through ourstrong capabilities and unique collection of assets, we have the ability to deliver compelling content as well as innovative, effective marketing campaigns foradvertisers and marketing, creative and strategic partners in the United States and internationally. We focus on building the leadership position of our diverse global assets and maximizing our financial performance while serving our localcommunities. We continue to invest strategically in our digital platforms, including the development of continued enhancements to iHeartRadio, ourintegrated digital radio platform, and the ongoing deployment of digital outdoor displays. In addition, we intend to implement automated/programmaticsales infrastructure and capability. We intend to continue to execute our strategies while closely managing expenses and focusing on achieving operatingefficiencies across our businesses. We share best practices across our businesses and markets to replicate our successes throughout the markets in which weoperate. For more information about our revenue, gross profit and assets by segment and our revenue and long-lived assets by geographic area, see Note 11 toour Consolidated Financial Statements located in Item 8 of Part II of this Annual Report on Form 10-K. iHMOur iHM operations include broadcast and digital radio, online and mobile services and products, program syndication, entertainment, traffic andweather data distribution and music research services. Our radio stations and content can be heard on AM/FM stations, HD digital radio stations, satelliteradio, at iHeartRadio.com and our radio stations’ websites, and through our iHeartRadio mobile application on smart phones and tablets, on gaming consoles,via in-home entertainment, in enhanced automotive platforms and navigation systems. As of December 31, 2015, we owned 861 domestic radio stations servicing more than 150 U.S. markets, including 44 of the top 50 markets and 84 ofthe top 100 markets. In addition, we provide programming and sell air time on one radio station owned by a third-party under a local marketing agreement. We are also the beneficiary of Aloha Station Trust, LLC, which owns and operates1 15 radio stations, and the Brunswick Trust, which owns and operates 1 radio station, all of which we were required to divest in order to comply with FederalCommunication Commission (“FCC”) media ownership rules, and which are being marketed for sale. In addition to our local radio programming, we also operate Premiere Networks (“Premiere”), a national radio network that produces, distributes orrepresents more than 100 syndicated radio programs and serves more than 5,500 radio station affiliates. We also deliver real-time traffic and weatherinformation via navigation systems, radio and television broadcast media and wireless and Internet-based services through our traffic business, Total Traffic& Weather Network. We also promote, produce and curate special nationally-recognized events for our listeners and advertising partners, including the iHeartRadioMusic Festival, the iHeartRadio Music Awards, the iHeartRadio Summer Pool Party, the iHeartRadio Jingle Ball Concert Tour, the iHeart Country Festival,the iHeartRadio Fiesta Latina and our new iHeart 80s Party. StrategyOur iHM strategy centers on delivering entertaining and informative content across multiple platforms, including broadcast, mobile and digital aswell as events. We strive to serve our listeners by providing the content they desire on the platform they prefer, while supporting advertisers, strategicpartners, music labels and artists with a diverse platform of creative marketing opportunities designed to effectively reach and engage target audiences. OuriHM strategy also focuses on continuing to improve the operations of our stations by providing valuable programming and promotions, as well as sharingbest practices across our stations in marketing, distribution, sales and cost management. Promote Broadcast Radio Media Spending. Given the attractive reach and metrics of both the broadcast radio industry in general and iHM inparticular, as well as our depth and breadth of relationships with both media agencies and national and local advertisers, we believe we can drive broadcastradio’s share of total media spending by using our dedicated national sales team to highlight the value of broadcast radio relative to other media. We havemade and continue to make significant investments in research to enable our clients to better understand how our assets can successfully reach their targetaudiences and promote their advertising campaigns; broadened our national sales teams and initiatives to better develop, create and promote theiradvertising campaigns; invested in technology to enhance our platform and capabilities; and continue to seek opportunities to deploy our iHeartRadiodigital radio service across both existing and emerging devices and platforms. We are also working closely with advertisers, marketers and agencies to meettheir needs through new products, events and services developed through optimization of our current portfolio of assets, as well as to develop tools todetermine how effective broadcast radio is in reaching their desired audiences. Promote Local and National Advertising. We intend to grow our iHM businesses by continuing to develop effective programming, creating newsolutions for our advertisers and agencies, fostering key relationships with advertisers and improving our local and national sales teams. We intend toleverage our diverse collection of assets, our programming and creative strengths, and our consumer relationships to create events, such as one-of-a-kind localand national promotions for our listeners, and develop new, innovative technologies and products to promote our advertisers. We seek to maximize revenueby closely managing our advertising opportunities and pricing to compete effectively in local markets. We operate price and yield information systems,which provide detailed inventory information. These systems enable our station managers and sales directors to adjust commercial inventory and pricingbased on local market demand, as well as to manage and monitor different commercial durations (60 second, 30 second, 15 second and five second) in orderto provide more effective advertising for our customers at what we believe are optimal prices given market conditions. Continue to Enhance the Listener Experience. We intend to continue enhancing the listener experience by offering a wide variety of compellingcontent and methods of delivery. We will continue to provide the content our listeners desire on their preferred platforms. Our investments have created acollection of leading on-air talent. For example, Premiere offers more than 100 syndicated radio programs and services for more than 5,500 radio stationaffiliates across the United States, including popular programs featuring top talent such as Ryan Seacrest, Big Boy, Rush Limbaugh, Sean Hannity, GlennBeck, Steve Harvey, Elvis Duran, Bobby Bones and Delilah. Our distribution capabilities allow us to attract top talent and more effectively utilizeprogramming, sharing our best and most compelling content across many stations. Continue to Deliver Nationally-Recognized Live Events. We intend to continue to deliver nationally-recognized live events to our listeners, such asthe iHeartRadio Music Festival, the iHeartRadio Music Awards, the iHeartRadio Summer Pool Party, the iHeartRadio Jingle Ball Concert Tour, the iHeartCountry Festival, the iHeartRadio Fiesta Latina and our new iHeart 80s Party, featuring some of the biggest names in the music industry. Deliver Content via Multiple Distribution Technologies. We continue to expand the choices for our listeners. We deliver music, news, talk, sports,traffic and other content using an array of distribution technologies, including broadcast and digital radio and HD radio channels, satellite radio, digitally viaiHeartRadio.com and our stations’ websites, and through our iHeartRadio mobile2 application on smart phones and tablets, on gaming consoles, via in-home entertainment, in enhanced automotive platforms, as well as in-vehicleentertainment and navigation systems. Some examples of our recent initiatives are as follows: · Streaming. We provide streaming content via the Internet, mobile and other digital platforms. We rank among the top streaming networks inthe U.S. with regards to Average Active Sessions (“AAS”), Session Starts (“SS”) and Average Time Spent Listening (“ATSL”). AAS and SSmeasure the level of activity while ATSL measures the ability to keep the audience engaged. · Websites and Mobile Applications. We have developed mobile and Internet applications such as the iHeartRadio smart phone and tabletapplications and website and websites for our stations and personalities. These mobile and Internet applications allow listeners to use their smartphones, tablets or other digital devices to interact directly with stations, find titles/artists, request songs and create custom and personalizedstations while providing an additional method for advertisers to reach consumers. As of December 31, 2015, our iHeartRadio mobile applicationhas been downloaded more than 800 million times (including updates). iHeartRadio provides a unique digital music experience by offeringaccess to more than 2,100 live broadcast and digital-only radio stations, plus user-created custom stations with broad social media integrationand our on demand content from our premium talk partnerships and user generated talk shows. Sources of RevenueOur iHM segment generated 53%, 50%, and 50% of our revenue for the years ended December 31, 2015, 2014 and 2013, respectively. The primarysource of revenue in our iHM segment is the sale of advertising on our radio stations for local and national advertising. Our iHeartRadio mobile applicationand website, our station websites, national live events and Total Traffic & Weather Network also provide additional means for our advertisers to reachconsumers. We also generate revenues from network compensation, our online services, our traffic business, events and other miscellaneous transactions. These other sources of revenue supplement our traditional advertising revenue without increasing on-air advertising time. Our advertisers cover a wide range of categories, including consumer services, retailers, entertainment, health and beauty products,telecommunications, automotive, media and political. Our contracts with our advertisers range from less than one-year to multi-year terms. Each radio station’s local sales staff solicits advertising directly from local advertisers or indirectly through advertising agencies. Our ability toproduce content that respond to the specific needs of our advertisers helps to build local direct advertising relationships. To generate national advertisingsales, we leverage national sales teams and engage our Katz Media unit, which specializes in soliciting radio advertising sales on a national level for us andother radio and television companies. National sales representatives such as Katz Media obtain advertising principally from advertising agencies locatedoutside the station’s market and receive commissions based on advertising sold. Advertising rates are principally based on the length of the spot and how many people in a targeted audience listen to our stations, as measured byindependent ratings services. A station’s format can be important in determining the size and characteristics of its listening audience, and advertising ratesare influenced by the station’s ability to attract and target audiences that advertisers aim to reach. The size of the market influences rates as well, with largermarkets typically receiving higher rates than smaller markets. Rates are generally highest during morning and evening commuting periods. Radio StationsAs of December 31, 2015, we owned 861 radio stations, including 247 AM and 614 FM radio stations, of which 148 stations were in the top 25markets. All of our radio stations are located in the United States. No one station is material to our overall operations. We believe that our properties are ingood condition and suitable for our operations. Radio broadcasting is subject to the jurisdiction of the FCC under the Communications Act of 1934, as amended (the “Communications Act”). Asdescribed in “Regulation of Our iHeartMedia Business” below, the FCC grants us licenses in order to operate our radio stations. The following table providesthe number of owned radio stations in the top 25 Nielsen-ranked markets within our iHM segment. 3 Nielsen NumberMarket ofRank(1) Market Stations1 New York, NY 62 Los Angeles, CA 83 Chicago, IL 74 San Francisco, CA 75 Dallas-Ft. Worth, TX 66 Houston-Galveston, TX 67 Washington, DC 78 Atlanta, GA 79 Philadelphia, PA 610 Boston, MA 511 Miami-Ft. Lauderdale-Hollywood, FL 712 Detroit, MI 613 Seattle-Tacoma, WA 614 Phoenix, AZ 816 Minneapolis-St. Paul, MN 617 San Diego, CA 718 Denver-Boulder, CO 819 Tampa-St. Petersburg-Clearwater, FL 821 Baltimore, MD 422 St. Louis, MO 623 Portland, OR 724 Charlotte-Gastonia-Rock Hill, NC-SC 425 Riverside-San Bernardino, CA 6 Total Top 25 Markets 148 (1) Source: Fall 2015 NielsenAudio Radio Market Rankings. Premiere NetworksWe operate Premiere, a national radio network that produces, distributes or represents more than 100 syndicated radio programs and services formore than 5,500 radio station affiliates. Our broad distribution capabilities enable us to attract and retain top programming talent. Some of our more popularsyndicated programs feature top talent including Ryan Seacrest, Big Boy, Rush Limbaugh, Sean Hannity, Glenn Beck, Steve Harvey, Elvis Duran, BobbyBones and Delilah. We believe recruiting and retaining top talent is an important component of the success of our radio networks. Total Traffic & Weather NetworkTotal Traffic & Weather Network delivers real-time local traffic flow and incident information along with weather updates to more than 1,800 radioand approximately 130 television affiliates, as well as through Internet and mobile partnerships, reaching over 200 million consumers each month. TotalTraffic & Weather Network services more than 190 markets in the United States, Canada and Mexico. It operates the largest broadcast traffic navigationnetwork in North America and has expanded its offerings to include news and sports content. CompetitionOur broadcast radio stations, as well as our mobile and digital applications and our traffic business, compete for listeners and advertising revenuesdirectly with other radio stations within their respective markets, as well as with other advertising media, including broadcast and cable television, online,print media, outdoor advertising, satellite radio, direct mail and other forms of advertisement. In addition, the radio broadcasting industry is subject tocompetition from services that use media technologies such as Internet-based media, mobile applications and other digital radio services. Such services reachnational and local audiences with multi-channel, multi-format, digital radio services. 4 Our broadcast radio stations compete for listeners primarily on the basis of program content that appeals to a particular demographic group. Ourtargeted listener base of specific demographic groups in each of our markets allows us to attract advertisers seeking to reach those listeners. Americas Outdoor AdvertisingWe are one of the largest outdoor advertising companies in North America (based on revenues), which includes the United States, Canada and LatinAmerica. Approximately 90% of our revenue in our Americas outdoor advertising segment was derived from the United States in each of the years endedDecember 31, 2015, 2014 and 2013. As of December 31, 2015, we own or operate approximately 107,000 display structures in our Americas outdoorsegment with operations in 44 of the 50 largest markets in the United States, including all of the 20 largest markets. In the first quarter of 2016, Americas outdoor sold nine non-strategic outdoor markets including Cleveland and Columbus, Ohio, Des Moines, Iowa,Ft. Smith, Arkansas, Memphis, Tennessee, Portland, Oregon, Reno, Nevada, Seattle, Washington and Wichita, Kansas for approximately $602 million in cashand certain advertising assets in Florida. Our Americas outdoor assets consist of traditional and digital billboards, street furniture and transit displays, airport displays and wallscapes andother spectaculars, which we own or operate under lease management agreements. Our Americas outdoor advertising business is focused on metropolitanareas with dense populations. StrategyWe seek to capitalize on our Americas outdoor network and diversified product mix to maximize revenue. In addition, by sharing best practicesamong our business segments, we believe we can quickly and effectively replicate our successes in our other markets. Our outdoor strategy focuses onpursuing the technology of digital displays, as well as leveraging our diversified product mix and long-standing presence in many of our existing markets,which provides us with the ability to launch new products and test new initiatives in a reliable and cost-effective manner. Promote Outdoor Media Spending. Given the attractive industry fundamentals of outdoor media and our depth and breadth of relationships withboth local and national advertisers, we believe we can drive outdoor advertising's share of total media spending by using our dedicated national sales team tohighlight the value of outdoor advertising relative to other media. Outdoor advertising only represented 4% of total dollars spent on advertising in theUnited States in 2015. We have made and continue to make significant investments in research tools that enable our clients to better understand how ourdisplays can successfully reach their target audiences and promote their advertising campaigns. Also, we are working closely with clients, advertisingagencies and other diversified media companies to develop more sophisticated systems that will provide improved audience metrics for outdoor advertising. Continue to Deploy Digital Displays. Our long-term strategy for our outdoor advertising businesses includes pursuing the technology of digitaldisplays, including flat screens, LCDs and LEDs, as additions to traditional methods of displaying our clients’ advertisements. Digital outdoor advertisingprovides significant advantages over traditional outdoor media. Our electronic displays are linked through centralized computer systems to instantaneouslyand simultaneously change advertising copy on a large number of displays, allowing us to sell more advertising opportunities to advertisers. The ability tochange copy by time of day and quickly change messaging based on advertisers’ needs creates additional flexibility for our customers. Although digitaldisplays require more capital to construct compared to traditional bulletins, the advantages of digital allow us to penetrate new accounts and categories ofadvertisers, as well as serve a broader set of needs for existing advertisers. Digital displays allow for high-frequency, 24-hour advertising changes in high-traffic locations and allow us to offer our clients optimal flexibility, distribution, circulation and visibility. We expect this trend to continue as we increaseour quantity of digital inventory. As of December 31, 2015, we had deployed more than 1,200 digital billboards in 37 markets in the United States. Sources of RevenueAmericas outdoor generated 22%, 21% and 22% of our revenue in 2015, 2014 and 2013, respectively. Americas outdoor revenue is derived fromthe sale of advertising copy placed on our traditional and digital displays. Our display inventory consists primarily of billboards, street furniture displaysand transit displays. The margins on our billboard contracts, including those related to digital billboards, tend to be higher than those on contracts for otherdisplays, due to their greater size, impact and location along major roadways that are highly trafficked. Billboards comprise approximately two-thirds of ourdisplay revenues. The following table shows the approximate percentage of revenue derived from each category for our Americas outdoor inventory: 5 Year Ended December 31, 2015 2014 2013 Billboards: Bulletins58% 58% 56% Posters12% 12% 12% Street furniture displays6% 7% 7% Transit displays15% 16% 16% Spectaculars/wallscapes5% 3% 4% Other4% 4% 5% Total100% 100% 100% Our Americas outdoor segment generates revenues from local and national sales. Our advertising rates are based on a number of different factorsincluding location, competition, size of display, illumination, market and gross ratings points. Gross ratings points are the total number of impressionsdelivered, expressed as a percentage of a market population, of a display or group of displays. The number of impressions delivered by a display is measuredby the number of people passing the site during a defined period of time. For all of our billboards in the United States, we use independent, third-partyauditing companies to verify the number of impressions delivered by a display. While location, price and availability of displays are important competitive factors, we believe that providing quality customer service andestablishing strong client relationships are also critical components of sales. In addition, we have long-standing relationships with a diversified group ofadvertising brands and agencies that allow us to diversify client accounts and establish continuing revenue streams. BillboardsOur billboard inventory primarily includes bulletins and posters. · Bulletins. Bulletins vary in size, with the most common size being 14 feet high by 48 feet wide. Digital bulletins display static messages thatresemble standard printed bulletins when viewed, but also allow advertisers to change messages throughout the course of a day, and maydisplay advertisements for multiple customers. Our electronic displays are linked through centralized computer systems to instantaneously andsimultaneously change advertising copy as needed. Because of their greater size, impact, high-frequency and 24-hour advertising changes, wetypically receive our highest rates for digital bulletins. Almost all of the advertising copy displayed on traditional bulletins is computer printedon vinyl and transported to the bulletin where it is secured to the display surface. Bulletins generally are located along major expressways,primary commuting routes and main intersections that are highly visible and heavily trafficked. Our clients may contract for individualbulletins or a network of bulletins, meaning the clients’ advertisements are rotated among bulletins to increase the reach of the campaign. Ourclient contracts for bulletins, either traditional or digital, generally have terms ranging from four weeks to one year.· Posters. Traditional posters are approximately 11 feet high by 23 feet wide, and the traditional junior posters are approximately 5 feet high by11 feet wide. Digital posters are available in addition to the traditional poster-size and junior poster-size. Similar to digital bulletins, digitalposters display static messages that resemble standard printed posters when viewed, and are linked through centralized computer systems toinstantaneously and simultaneously change messages throughout the course of a day. Advertising copy for traditional posters is digitallyprinted on a single piece of polyethylene material that is then transported and secured to the poster surfaces. Advertising copy for traditionaljunior posters is printed using silk screen, lithographic or digital process to transfer the designs onto paper that is then transported and securedto the poster surfaces. Posters generally are located in commercial areas on primary and secondary routes near point-of-purchase locations,facilitating advertising campaigns with greater demographic targeting than those displayed on bulletins. Our poster rates typically are less thanour bulletin rates, and our client contracts for posters generally have terms ranging from four weeks to one year. Premiere displays, whichconsist of premiere panels and squares, are innovative hybrids between bulletins and posters that we developed to provide our clients with analternative for their targeted marketing campaigns. The premiere displays use one or more poster panels, but with vinyl advertising stretchedover the panels similar to bulletins. Our intent is to combine the creative impact of bulletins with the additional reach and frequency of posters. 6 Street Furniture DisplaysOur street furniture displays include advertising surfaces on bus shelters, information kiosks, freestanding units and other public structures, areavailable in both traditional and digital formats, and are primarily located in major metropolitan areas and along major commuting routes. Generally, we areresponsible for the construction and maintenance of street furniture structures. Contracts for the right to place our street furniture displays in the publicdomain and sell advertising space on them are awarded by municipal and transit authorities in competitive bidding processes governed by local law. Generally, these contracts have terms ranging from 10 to 20 years. As compensation for the right to sell advertising space on our street furniture structures, wepay the municipality or transit authority a fee or revenue share that is either a fixed amount or a percentage of the revenue derived from the street furnituredisplays. Typically, these revenue sharing arrangements include payments by us of minimum guaranteed amounts. Client contracts for street furnituredisplays typically have terms ranging from four weeks to one year, and are typically for network packages of multiple street furniture displays. Transit DisplaysOur transit displays are advertising surfaces on various types of vehicles or within transit systems, including on the interior and exterior sides ofbuses, trains, trams, and within the common areas of rail stations and airports, and are available in both traditional and digital formats. Similar to streetfurniture, contracts for the right to place our displays on such vehicles or within such transit systems and to sell advertising space on them generally areawarded by public transit authorities in competitive bidding processes or are negotiated with private transit operators. Generally, these contracts have termsranging from five to ten years. Our client contracts for transit displays generally have terms ranging from four weeks to one year. Other DisplaysThe balance of our display inventory consists of spectaculars and wallscapes. Spectaculars are customized display structures that often incorporatevideo, multidimensional lettering and figures, mechanical devices and moving parts and other embellishments to create special effects. The majority of ourspectaculars are located in Los Angeles, San Francisco, Times Square in New York City and the Gardiner Expressway in Toronto. Client contracts forspectaculars typically have terms of one year or longer. A wallscape is a display that drapes over or is suspended from the sides of buildings or otherstructures. Generally, wallscapes are located in high-profile areas where other types of outdoor advertising displays are limited or unavailable. Clientstypically contract for individual wallscapes for extended terms. Advertising Inventory and MarketsAs of December 31, 2015, we owned or operated approximately 107,000 display structures in our Americas outdoor advertising segment withoperations in 44 of the 50 largest markets in the United States, including all of the 20 largest markets. Therefore, no one property is material to our overalloperations. We believe that our properties are in good condition and suitable for our operations. In the first quarter of 2016, we sold our outdoor business in nine non-strategic markets. Our displays are located on owned land, leased land or land for which we have acquired permanent easements. The majority of the advertisingstructures on which our displays are mounted require permits. Permits are granted for the right to operate an advertising structure as long as the structure isused in compliance with the laws and regulations of the applicable jurisdiction. ProductionIn a majority of our markets, our local production staff performs the full range of activities required to create and install advertising copy. Production work includes creating the advertising copy design and layout, coordinating its printing and installing the copy on displays. We provide creativeservices to smaller advertisers and to advertisers not represented by advertising agencies. National advertisers often use preprinted designs that require onlyinstallation. Our creative and production personnel typically develop new designs or adopt copy from other media for use on our inventory. Our creativestaff also can assist in the development of marketing presentations, demonstrations and strategies to attract new clients.Construction and OperationWe typically own the physical structures on which our clients’ advertising copy is displayed. We build some of the structures at our billboardfabrication business in Illinois and erect them on sites we either lease or own or for which we have acquired permanent easements. The site lease termsgenerally range from one to 20 years. In addition to the site lease, we must obtain a permit to build the sign. Permits are typically issued in perpetuity by thestate or local government and typically are transferable or renewable for a minimal, or no, fee. Traditional bulletin and poster advertising copy is eitherprinted with computer generated7 graphics on a single sheet of vinyl or placed on lithographed or silk-screened paper sheets supplied by the advertiser. These advertisements are thentransported to the site and in the case of vinyl, wrapped around the face of the site, and in the case of paper, pasted and applied like wallpaper to the site. Theoperational process also includes conducting visual inspections of the inventory for display defects and taking the necessary corrective action within areasonable period of time.Client CategoriesIn 2015, the top five client categories in our Americas segment were retail, business services, media, healthcare and medical, and banking andfinancial services. CompetitionThe outdoor advertising industry in the Americas is fragmented, consisting of several large companies involved in outdoor advertising, such asOUTFRONT Media Inc. and Lamar Advertising Company, as well as numerous smaller and local companies operating a limited number of displays in asingle market or a few local markets. We also compete with other advertising media in our respective markets, including broadcast and cable television,radio, print media, direct mail, online and other forms of advertisement. Outdoor advertising companies compete primarily based on ability to reachconsumers, which is driven by location of the display. International Outdoor AdvertisingOur International outdoor business segment includes our operations in Europe, Asia and Australia, with approximately 34%, 35% and 35% of ourrevenue in this segment derived from France and the United Kingdom for the years ended December 31, 2015, 2014 and 2013. As of December 31, 2015, weowned or operated more than 540,000 displays across 22 countries. Our International outdoor assets consist of street furniture and transit displays, billboards, mall displays, SmartBike programs, wallscapes and otherspectaculars, which we own or operate under lease agreements. Our International business is focused on densely-populated metropolitan areas. StrategySimilar to our Americas outdoor advertising business, we believe our International outdoor advertising business has attractive industryfundamentals, including the ability to reach a broad audience and drive foot traffic to the point-of-sale, making outdoor a cost-effective medium foradvertisers as measured by cost per thousand persons reached compared to other traditional media. Our International business focuses on the followingstrategies: Promote Overall Outdoor Media Spending. Our strategy is to promote growth in outdoor advertising’s share of total media spending bydemonstrating the strength of our medium. As part of this effort, we are focusing on developing and implementing improved outdoor audience deliverymeasurement systems to provide advertisers with tools to plan their campaigns and determine how effectively their message is reaching the desired audience. Differentiate on Sales and Marketing. Over the past five years, we have spent time and resources building commercial capabilities through acompany wide sales force effectiveness program and an upgrade in our sales and marketing talent. These capabilities allow us to build and nurturerelationships with our clients and their agencies as well as to offer packages and products that meet our clients’ advertising needs. Going forward, particularareas of focus include pricing, packaging and programmatic selling.Capitalize on Product and Geographic Opportunities. We are also focused on growing our relevance to our advertising customers by continuouslyoptimizing our display portfolio and targeting investments in promising market segments. We have continued to innovate and introduce new products in ourmarkets based on local demand. Our street furniture business generates the largest portion of our revenue and that is where we plan to focus much of ourinvestment. We plan to continue to evaluate municipal contracts that may come up for bid and will make prudent investments where we believe we cangenerate attractive returns. Continue to Deploy Digital Display Networks. Our digital outdoor displays are a dynamic medium, which enables our customers to engage in real-time, tactical, topical and flexible advertising. We will continue our focused and dedicated digital strategy and remain committed to the development ofdigital out-of-home communication solutions. Through our digital brand, Clear Channel Play, we are able to offer networks of digital displays in multipleformats and multiple environments including bus shelters, billboards, airports, transit, malls and flagship locations. Part of our long-term strategy is to pursuethe diversification of our product offering by introducing novel technologies, such as beacons, small cells, wayfinding stations and provision of wifi in ourstreet furniture network, as additions to traditional methods of displaying our clients’ advertisements. We are currently installing these technologies in ourvarious markets. We seek to achieve greater consumer engagement and flexibility by delivering powerful, flexible and interactive8 campaigns that open up new possibilities for advertisers to engage with their target audiences. We had more than 6,600 digital displays in 19 countriesacross Europe, Asia and Australia as of December 31, 2015. Sources of RevenueOur International outdoor segment generated 23%, 26% and 25% of our revenue in 2015, 2014 and 2013, respectively. Our International outdoordisplay inventory consists primarily of street furniture displays, billboards, transit displays and other out-of-home advertising displays. The following tableshows the approximate percentage of revenue derived from each inventory category of our International outdoor segment: Year Ended December 31, 2015 2014 2013 Street furniture displays52% 50% 49% Billboards19% 20% 21% Transit displays9% 10% 10% Other (1)20% 20% 20% Total100% 100% 100% (1) Includes advertising revenue from mall displays, other small displays, and non-advertising revenue from sales of street furniture equipment,cleaning and maintenance services, operation of SmartBike programs and production revenue. Our International outdoor segment generates the majority of its revenue from the sale of advertising space on street furniture displays, billboards,retail displays and transit displays. Similar to our Americas outdoor business, advertising rates generally are based on the gross ratings points of a display orgroup of displays. In some of the countries where we have operations, the number of impressions delivered by a display is weighted to account for suchfactors as illumination, proximity to other displays and the speed and viewing angle of approaching traffic. While location, price and availability of displays are important competitive factors, we believe that providing quality customer service andestablishing strong client relationships are also critical components of sales. Our entrepreneurial culture allows local management to operate their markets asseparate profit centers, encouraging customer cultivation and service. Street Furniture DisplaysOur International street furniture displays, available in traditional and digital formats, are substantially similar to their Americas street furniturecounterparts, and include bus shelters, freestanding units, various types of kiosks, benches and other public structures. Internationally, contracts withmunicipal and transit authorities for the right to place our street furniture in the public domain and sell advertising on such street furniture typically providefor terms ranging from two to 15 years. The major difference between our International and Americas street furniture businesses is in the nature of themunicipal contracts. In our International outdoor business, these contracts typically require us to provide the municipality with a broader range ofmetropolitan amenities such as bus shelters with or without advertising panels, information kiosks and public wastebaskets, as well as space for themunicipality to display maps or other public information. In exchange for providing such metropolitan amenities and display space, we are authorized to selladvertising space on certain sections of the structures we erect in the public domain. Our International street furniture is typically sold to clients as networkpackages of multiple street furniture displays, with contract terms ranging from one to two weeks. Client contracts are also available for longer terms. BillboardsThe sizes of our International billboards are not standardized. The billboards vary in both format and size across our networks, with the majority ofour International billboards being similar in size to our posters used in our Americas outdoor business. Our billboard inventory is primarily comprised of premium billboards and classic billboards and is available in traditional and digital formats.· Premium. Digital premium billboards typically display static messages that resemble standard printed billboards when viewed, but also allowadvertisers to change messages throughout the course of a day, and may display advertisements for multiple customers. Our electronic displays arelinked through centralized computer systems to instantaneously and simultaneously change advertising copy as needed. Because of their greatersize, impact, high frequency and 24-hour9 advertising changes, digital premium billboards typically deliver our highest rates. Almost all of the advertising copy displayed on traditionalpremium billboards is digitally-printed and transported to the billboard where it is secured to the display surface. Premium billboards generally arelocated along major expressways, primary commuting routes and main intersections that are highly visible and heavily trafficked. Our clients maycontract for individual billboards or a network of billboards. · Classic. Digital and traditional classic billboards are available in a variety of formats across our markets. Similar to digital premium billboards,classic digital billboards typically display static messages that resemble standard printed posters when viewed, and are linked through centralizedcomputer systems to instantaneously and simultaneously change messages throughout the course of a day. Advertising copy for traditional classicbillboards is digitally printed then transported and secured to the poster surfaces. Classic billboards generally are located in commercial areas onprimary and secondary routes near point-of-purchase locations, facilitating advertising campaigns with greater demographic targeting than thosedisplayed on premium billboards. Classic billboards typically deliver lower rates than our premium billboards. Our intent is to combine the creativeimpact of premium billboards with the additional reach and frequency of classic billboards. Our billboards are primarily sold to clients as network packages with contract terms typically ranging from one to two weeks. Long-term clientcontracts are also available and typically have terms of up to one year. We lease the majority of our billboard sites from private landowners, usually for one toten years. Retail DisplaysOur retail displays are mainly standalone advertising structures in or in close proximity to retail outlets such as malls and supermarkets. The right toplace our displays in these locations and to sell advertising space on them generally is awarded by retail outlet operators such as large retailers or malloperators either through private tenders or bilateral negotiations. Upfront investment and ongoing maintenance costs vary across contracts. Contracts withmall operators and retailers have terms ranging from three to ten years. Our client contracts for retail displays, either traditional or digital, generally haveterms ranging from one week to two weeks.Transit DisplaysOur International transit display contracts are substantially similar to their Americas transit display counterparts. They are advertising surfaces onvarious types of vehicles or within transit systems, including on the interior and exterior sides of buses, trains, trams and within the common areas of railstations and airports, and are available in both traditional and digital formats. Similar to street furniture, contracts for the right to place our displays on suchvehicles or within such transit systems and to sell advertising space on them generally are awarded by public transit authorities in competitive biddingprocesses or are negotiated with private transit operators. Our transit display contracts often require us to make only a minimal initial investment and fewongoing maintenance expenditures. Contracts with public transit authorities or private transit operators typically have terms ranging from two to five years.Our client contracts for transit displays, either traditional or digital, generally have terms ranging from one week to one year, or longer. Other International Displays and ServicesThe balance of our revenue from our International outdoor segment consists primarily of advertising revenue from mall displays, other smalldisplays and non-advertising revenue from sales of street furniture equipment, cleaning and maintenance services and production and creative servicesrevenue. Our International inventory includes other small displays that are counted as separate displays since they form a substantial part of our network andInternational outdoor advertising revenue. We also have a SmartBike bicycle rental program which provides bicycles for rent to the general public in severalmunicipalities. In exchange for operating these bike rental programs, we generally derive revenue from advertising rights to the bikes, bike stations,additional street furniture displays, and/or a share of rental income from the local municipalities. In several of our International markets, we sell equipment orprovide cleaning and maintenance services as part of street furniture contracts with municipalities. Advertising Inventory and MarketsAs of December 31, 2015, we owned or operated more than 540,000 displays in our International outdoor segment, with operations across 22countries. Our International outdoor display count includes display faces, which may include multiple faces on a single structure, as well as small, individualdisplays. As a result, our International outdoor display count is not comparable to our Americas outdoor display count, which includes only uniquedisplays. No one property is material to our overall operations. We believe that our properties are in good condition and suitable for our operations. 10 CompetitionThe international outdoor advertising industry is competitive, consisting of several large companies involved in outdoor advertising, such asJCDecaux SA and ExterionMedia (UK) Limited, as well as numerous smaller and local companies operating a limited number of displays in a single marketor a few local markets. We also compete with other advertising media in our respective markets, including broadcast and cable television, radio, print media,direct mail, online, mobile and other forms of advertisement. Outdoor companies compete primarily based on ability to reach consumers, which is driven bylocation of the display. Our business requires us to obtain and renew contracts with municipalities and other governmental entities, which frequently require us toparticipate in competitive bidding processes at each renewal. Many of these contracts typically have terms ranging from two to 15 years and have revenueshare, capital expenditure requirements and/or fixed payment components. Competitive bidding processes are complex and sometimes lengthy. Substantialcosts may be incurred in connection with preparing bids for such processes. Our competitors, individually or through relationships with third parties, may beable to provide municipalities with different or greater capabilities or prices or benefits than we can provide. In the past we have not, and most likely in thefuture will not, be awarded all of the contracts on which we bid. There can be no assurance that we will win any particular bid, or that we will be able toreplace any revenues lost upon expiration or completion of a contract. Our inability to renew existing contracts can also result in significant expenses fromthe removal of our displays. Furthermore, if and when we do obtain a contract, we are generally required to incur significant start-up expenses. The costs ofbidding on contracts and the start-up costs associated with new contracts we may obtain may significantly reduce our cash flow and liquidity. The success ofour business also depends generally on our ability to obtain and renew contracts with private landlords. OtherOur Other category includes our media representation firm, Katz Media, as well as other general support services and initiatives that are ancillary toour other businesses. Katz Media, a leading media representation firm in the U.S. for radio and television stations, sells national spot advertising time for clients in theradio and television industries throughout the United States. As of December 31, 2015, Katz Media represented more than 3,000 radio stations. Katz Mediaalso represents more than 700 television and digital multicast stations. Katz Media generates revenue primarily through contractual commissions realized from the sale of national spot and online advertising. Nationalspot advertising is commercial airtime sold to advertisers on behalf of radio and television stations. Katz Media represents its media clients pursuant tomedia representation contracts, which typically have terms of up to ten years in length. EmployeesAs of December 31, 2015, we had approximately 14,400 domestic employees and approximately 4,300 international employees, of whichapproximately 17,300 were in direct operations and 1,400 were in administrative or corporate related activities. Approximately 800 of our employees aresubject to collective bargaining agreements in their respective countries. We are a party to numerous collective bargaining agreements, none of whichrepresent a significant number of employees. We believe that our relationship with our union and non-union employees is good. SeasonalityRequired information is located within Item 7 of Part II of this Annual Report on Form 10-K. Regulation of our iHeartMedia Business GeneralThe following is a brief summary of certain statutes, regulations, policies and proposals affecting our iHeartMedia business. For example, radiobroadcasting is subject to the jurisdiction of the FCC under the Communications Act. The Communications Act permits the operation of a radio broadcaststation only under a license issued by the FCC upon a finding that grant of the license would serve the public interest, convenience and necessity. Amongother things, the Communications Act empowers the FCC to: issue, renew, revoke and modify broadcasting licenses; assign frequency bands forbroadcasting; determine stations’ frequencies, locations, power and other technical parameters; impose penalties for violation of its regulations, includingmonetary forfeitures and, in extreme cases, license revocation; impose annual regulatory and application processing fees; and adopt and implementregulations and policies affecting the ownership, program content, employment practices and many other aspects of the operation of broadcast stations. 11 This summary does not comprehensively cover all current and proposed statutes, regulations and policies affecting our iHeartMedia business. Reference should be made to the Communications Act and other relevant statutes, regulations, policies and proceedings for further information concerningthe nature and extent of regulation of our iHeartMedia business. Finally, several of the following matters are now, or may become, the subject of courtlitigation, and we cannot predict the outcome of any such litigation or its impact on our iHeartMedia business. License AssignmentsThe Communications Act prohibits the assignment of a license or the transfer of control of an FCC licensee without prior FCC approval. Applications for license assignments or transfers involving a substantial change in ownership are subject to a 30-day period for public comment, duringwhich petitions to deny the application may be filed and considered by the FCC. License RenewalThe FCC grants broadcast licenses for a term of up to eight years. The FCC will renew a license for an additional eight-year term if, afterconsideration of the renewal application and any objections thereto, it finds that the station has served the public interest, convenience and necessity andthat, with respect to the station seeking renewal, there have been no serious violations of either the Communications Act or the FCC’s rules and regulationsby the licensee and no other such violations which, taken together, constitute a pattern of abuse. The FCC may grant the license renewal application with orwithout conditions, including renewal for a term less than eight years. The vast majority of radio licenses are renewed by the FCC for the full eight-yearterm. While we cannot guarantee the grant of any future renewal application, our stations’ licenses historically have been renewed for the full eight-yearterm. Ownership RegulationFCC rules and policies define the interests of individuals and entities, known as “attributable” interests, which implicate FCC rules governingownership of broadcast stations and other specified mass media entities. Under these rules, attributable interests generally include: (1) officers and directorsof a licensee or of its direct or indirect parent; (2) general partners; (3) limited partners and limited liability company members, unless properly “insulated”from management activities; (4) a 5% or more direct or indirect voting stock interest in a corporate licensee or parent, except that, for a narrowly defined classof passive investors, the attribution threshold is a 20% or more voting stock interest; and (5) combined equity and debt interests in excess of 33% of alicensee’s total asset value, if the interest holder provides over 15% of the licensee station’s total weekly programming, or has an attributable broadcast ornewspaper interest in the same market (the “EDP Rule”). An entity that owns one or more radio stations in a market and programs more than 15% of thebroadcast time, or sells more than 15% per week of the advertising time, on a radio station in the same market is generally deemed to have an attributableinterest in that station. Debt instruments, non-voting corporate stock, minority voting stock interests in corporations having a single majority stockholder, and properlyinsulated limited partnership and limited liability company interests generally are not subject to attribution unless such interests implicate the EDP Rule. Tothe best of our knowledge at present, none of our officers, directors or 5% or greater shareholders holds an interest in another television station, radio stationor daily newspaper that is inconsistent with the FCC’s ownership rules. The FCC is required to conduct periodic reviews of its media ownership rules. In 2003, the FCC, among other actions, modified the radio ownershiprules and adopted new cross-media ownership limits. The U.S. Court of Appeals for the Third Circuit initially stayed implementation of the new rules. Later,it lifted the stay as to the radio ownership rules, allowing the modified rules to go into effect. It retained the stay on the cross-media ownership limits andremanded them to the FCC for further justification (leaving in effect separate pre-existing FCC rules governing newspaper-broadcast and radio-televisioncross-ownership). In 2007, the FCC adopted a decision that revised the newspaper-broadcast cross-ownership rule but made no changes to the radioownership or radio-television cross-ownership rules. In 2011, the U.S. Court of Appeals for the Third Circuit vacated the FCC’s revisions to the newspaper-broadcast cross-ownership rule and otherwise upheld the FCC’s decision to retain the current radio ownership and radio-television cross-ownership rules. The U.S. Supreme Court denied review of the Third Circuit’s decision. The FCC began a periodic review of its media ownership rules in 2010 and issued anotice of proposed rulemaking, but did not complete the proceeding. The FCC has commenced its 2014 periodic review and has incorporated the record ofthe 2010 review proceeding with a further notice of proposed rulemaking. We cannot predict the outcome of the FCC’s media ownership proceedings or theireffects on our business in the future. Irrespective of the FCC’s radio ownership rules, the Antitrust Division of the U.S. Department of Justice (“DOJ”) and the U.S. Federal TradeCommission (“FTC”) have the authority to determine that a particular transaction presents antitrust concerns. In particular, where the proposed purchaseralready owns one or more radio stations in a particular market and seeks to acquire additional radio stations in that market, the DOJ has, in some cases,obtained consent decrees requiring radio station divestitures. 12 The current FCC ownership rules relevant to our business are summarized below. · Local Radio Ownership Rule. The maximum allowable number of radio stations that may be commonly owned in a market is based on the sizeof the market. In markets with 45 or more stations, one entity may have an attributable interest in up to eight stations, of which no more thanfive are in the same service (AM or FM). In markets with 30-44 stations, one entity may have an attributable interest in up to seven stations, ofwhich no more than four are in the same service. In markets with 15-29 stations, one entity may have an attributable interest in up to sixstations, of which no more than four are in the same service. In markets with 14 or fewer stations, one entity may have an attributable interest inup to five stations, of which no more than three are in the same service, so long as the entity does not have an interest in more than 50% of allstations in the market. To apply these ownership tiers, the FCC relies on Nielsen Metro Survey Areas, where they exist, and a signal contour-overlap methodology where they do not exist. An FCC rulemaking is pending to determine how to define radio markets for stations locatedoutside Nielsen Metro Survey Areas. · Newspaper-Broadcast Cross-Ownership Rule. FCC rules generally prohibit an individual or entity from having an attributable interest in eithera radio or television station and a daily newspaper located in the same market. · Radio-Television Cross-Ownership Rule. FCC rules permit the common ownership of one television and up to seven same-market radiostations, or up to two television and six same-market radio stations, depending on the number of independent media voices in the market and onwhether the television and radio components of the combination comply with the television and radio ownership limits, respectively. Alien Ownership RestrictionsThe Communications Act restricts foreign entities or individuals from owning or voting more than 20% of the equity of a broadcast licenseedirectly. It also restricts foreign entities or individuals from owning or voting more than 25% of a licensee’s equity indirectly (i.e., through a parentcompany), unless the FCC has made a finding that greater indirect foreign ownership is in the public interest. Since we serve as a holding company for FCClicensee subsidiaries, we are effectively restricted from having more than one-fourth of our stock owned or voted directly or indirectly by foreign entities orindividuals. In November 2013, the FCC clarified that it would entertain and authorize, on a case-by-case basis and upon a sufficient public interestshowing, proposals to exceed the 25% foreign ownership limit in broadcasting holding companies. In October 2015, the FCC proposed rules to simplify andstreamline the process for requesting authority to exceed the 25% indirect foreign ownership limit and solicited public comment on related matters, such asrevising the methodology that broadcasters may use to assess their compliance with the 25% limit. Indecency RegulationFederal law regulates the broadcast of obscene, indecent or profane material. Legislation enacted by Congress provides the FCC with authority toimpose fines of up to $325,000 per utterance with a cap of $3.0 million for any violation arising from a single act. In June 2012, the U.S. Supreme Courtruled on the appeals of several FCC indecency enforcement actions. While setting aside the particular FCC actions under review on narrow due processgrounds, the Supreme Court declined to rule on the constitutionality of the FCC’s indecency policies, and the FCC has since solicited public comment onthose policies. We have received, and may receive in the future, letters of inquiry and other notifications from the FCC concerning complaints thatprogramming aired on our stations contains indecent or profane language. We cannot predict the outcome of our outstanding letters of inquiry andnotifications from the FCC or the nature or extent of future FCC indecency enforcement actions. Equal Employment OpportunityThe FCC’s rules require broadcasters to engage in broad equal employment opportunity recruitment efforts, retain data concerning such efforts andreport much of this data to the FCC and to the public via periodic reports filed with the FCC or placed in stations’ public files and websites. Broadcasterscould be sanctioned for noncompliance. Technical RulesNumerous FCC rules govern the technical operating parameters of radio stations, including permissible operating frequency, power and antennaheight and interference protections between stations. Changes to these rules could negatively affect the operation of our stations. For example, in January2011 a law that eliminates certain minimum distance separation requirements between full-power and low-power FM radio stations was enacted. In March2011, the FCC adopted policies which, in certain circumstances, could make it more difficult for radio stations to relocate to increase their populationcoverage. In October 2015, the FCC proposed rules, which could reduce the degree of interference protection afforded to certain of our AM radio stationsthat serve wide areas. 13 Content, Licenses and RoyaltiesWe must pay royalties to copyright owners of musical compositions (typically, songwriters and publishers) whenever we broadcast or stream musicalcompositions. Copyright owners of musical compositions most often rely on intermediaries known as performing rights organizations (“PROs”) to negotiatelicenses with copyright users for the public performance of their compositions, collect royalties under such licenses and distribute them to copyright owners.We have obtained public performance licenses from, and pay license fees to, the three major PROs in the United States, which are the American Society ofComposers, Authors and Publishers (“ASCAP”), Broadcast Music, Inc. (“BMI”) and SESAC, Inc. (“SESAC”). There is no guarantee that a given songwriter orpublisher will remain associated with ASCAP, BMI or SESAC or that additional PROs will not emerge. In 2013, a new PRO was formed named Global MusicRights (“GMR”). Irving Azoff, one of our directors, is the Chairman and Chief Executive Officer of Azoff MSG Entertainment LLC, which owns 85% ofGMR. GMR has secured the rights to certain high-value copyrights. Further, certain music publishers have attempted to withdraw their rights from ASCAPand BMI. The withdrawal of a significant number of musical composition copyright owners from the three established PROs, and/or the emergence of one ormore additional PROs, could increase our royalty rates and negotiation costs. To secure the rights to stream music content over the Internet, we also must obtain performance rights licenses and pay public performance royaltiesto copyright owners of sound recordings (typically, performing artists and record companies). Under Federal statutory licenses, we are permitted to streamany lawfully released sound recordings and to make ephemeral reproductions of these recordings on our computer servers without having to separatelynegotiate and obtain direct licenses with each individual copyright owner as long as we operate in compliance with the rules of those statutory licenses andpay the applicable royalty rates to SoundExchange, the organization designated by the Copyright Royalty Board (“CRB”) to collect and distribute royaltiesunder these statutory licenses. Sound recordings fixed on or after February 15, 1972 are protected by federal copyright law. Sound recording copyrightowners have asserted that state law provides copyright protection for the recordings fixed before that date (“pre-72 recordings”). Sound recording copyrightowners have sued radio broadcasters and digital audio transmission services (including us) for unauthorized public performances and reproductions of pre-72recordings under various state laws, and courts in two states have issued decisions favorable to the copyright owners. If one or more of these decisions isupheld on appeal and held to apply to radio broadcasting or Internet simulcasting, it could impede our ability to broadcast or stream pre-72 recordings and/orincrease our licensing and negotiating costs of doing so. The rates at which we pay royalties to copyright owners are privately negotiated or set pursuant to a regulatory process. In addition, we havebusiness arrangements directly with some copyright owners to receive deliveries of and, in some cases, to directly license their sound recordings for use in ourInternet operations. 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. Congress may consider and adopt legislation that would require us to pay royalties to sound recording copyright owners for broadcasting those recordings onour terrestrial radio stations. In addition, the CRB recently issued an initial determination establishing copyright royalty rates for the public performance andephemeral reproduction of sound recordings by various noninteractive webcasters, including radio broadcasters that simulcast their terrestrial programmingonline, to apply to the period January 1, 2016-December 31, 2020 under the so-called webcasting statutory license. The rates set by the CRB represent adecrease from the 2015 CRB rates applicable to broadcasters and other webcasters, but the determination has not been finalized and is subject to appeal. Increased royalty rates could significantly increase our expenses, which could adversely affect our business. Moreover, some record companies recently havethreatened to seek to enforce certain eligibility conditions applicable to the webcasting statutory license that in the past they had agreed to waive. Some ofthese conditions may be inconsistent with customary radio broadcasting practices. Privacy and Data ProtectionWe collect certain types of information from users of our technology platforms, including, without limitation, our websites, web pages, interactivefeatures, applications, Twitter and Facebook pages, and mobile application (“Platforms”), in accordance with the privacy policies and terms of use posted onthe applicable Platform. We collect personally identifiable information directly from Platform users in several ways, including when a user purchases ourproducts or services, registers to use our services, fills out a listener profile, posts comments, uses our social networking features, participates in polls andcontests and signs up to receive email newsletters. We also may obtain information about our listeners from other listeners and third parties. We use theinformation we collect about and from Platform users for a variety of business purposes. As a company conducting business on the Internet, we are subject to a number of laws and regulations relating to consumer protection, informationsecurity, data protection and privacy, among other things. Many of these laws and regulations are still evolving and could be interpreted in ways that couldharm our business. In the area of information security and data protection, the laws in several states require companies to implement specific informationsecurity controls to protect certain types of personally identifiable information. Likewise, all but a few states have laws in place requiring companies tonotify users if there is a security14 breach that compromises certain categories of their personally identifiable information. Any failure on our part to comply with these laws may subject us tosignificant liabilities. We have implemented commercially reasonable physical and electronic security measures to protect our proprietary business information and toprotect against the loss, misuse, and alteration of our listeners’ personally identifiable information. However, no security measures are perfect orimpenetrable, and we may be unable to anticipate or prevent unauthorized access to such information. Any failure or perceived failure by us to protect ourinformation or information about our listeners or to comply with our policies or applicable regulatory requirements could result in damage to our businessand loss of confidence in us, damage to our brands, the loss of listeners, consumers, business partners and advertisers, as well as proceedings against us bygovernmental authorities or others, which could harm our business. OtherCongress, the FCC and other government agencies and regulatory bodies may in the future adopt new laws, regulations and policies that couldaffect, directly or indirectly, the operation, profitability and ownership of our broadcast stations and Internet-based audio music services. In addition to theregulations and other arrangements noted above, such matters may include, for example: proposals to impose spectrum use or other fees on FCC licensees;changes to the political broadcasting rules, including the adoption of proposals to provide free air time to candidates; restrictions on the advertising ofcertain products, such as beer and wine; frequency allocation, spectrum reallocations and changes in technical rules; and the adoption of significant newprogramming and operational requirements designed to increase local community-responsive programming and enhance public interest reportingrequirements. Regulation of our Americas and International Outdoor Advertising Businesses The outdoor advertising industry in the United States is subject to governmental regulation at the federal, state and local levels. These regulationsmay include, among others, restrictions on the construction, repair, maintenance, lighting, upgrading, height, size, spacing and location and permitting ofand, in some instances, content of advertising copy being displayed on outdoor advertising structures. In addition, international regulations have asignificant impact on the outdoor advertising industry. International regulation of the outdoor advertising industry can vary by municipality, region andcountry, but generally limits the size, placement, nature and density of out-of-home displays. Other regulations may limit the subject matter and language ofout-of-home displays. From time to time, legislation has been introduced in both the United States and foreign jurisdictions attempting to impose taxes on revenue fromoutdoor advertising or for the right to use outdoor advertising assets. Several jurisdictions have imposed such taxes as a percentage of our outdooradvertising revenue generated in that jurisdiction. In addition, some jurisdictions have taxed our personal property and leasehold interests in advertisinglocations using various valuation methodologies. We expect U.S. and foreign jurisdictions to continue to try to impose such taxes as a way of increasingrevenue. In recent years, outdoor advertising also has become the subject of targeted taxes and fees. These laws may affect prevailing competitive conditionsin our markets in a variety of ways. Such laws may reduce our expansion opportunities or may increase or reduce competitive pressure from other members ofthe outdoor advertising industry. No assurance can be given that existing or future laws or regulations, and the enforcement thereof, will not materially andadversely affect the outdoor advertising industry. However, we contest laws and regulations that we believe unlawfully restrict our constitutional or otherlegal rights and may adversely impact the growth of our outdoor advertising business. In the United States, federal law, principally the Highway Beautification Act (“HBA”), regulates outdoor advertising on Federal-Aid Primary,Interstate and National Highway Systems roads within the United States (“controlled roads”). The HBA regulates the size and placement of billboards,requires the development of state standards, mandates a state’s compliance program, promotes the expeditious removal of illegal signs and requires justcompensation for takings. To satisfy the HBA’s requirements, all states have passed billboard control statutes and regulations that regulate, among other things, construction,repair, maintenance, lighting, height, size, spacing and the placement and permitting of outdoor advertising structures. We are not aware of any state that haspassed control statutes and regulations less restrictive than the prevailing federal requirements on the federal highway system, including the requirement thatan owner remove any non-grandfathered, non-compliant signs along the controlled roads, at the owner’s expense and without compensation. Localgovernments generally also include billboard control as part of their zoning laws and building codes regulating those items described above and includesimilar provisions regarding the removal of non-grandfathered structures that do not comply with certain of the local requirements. Some local governmentshave initiated code enforcement and permit reviews of billboards within their jurisdiction. In some instances we have had to remove billboards as a result ofsuch reviews. As part of their billboard control laws, state and local governments regulate the construction of new signs. Some jurisdictions prohibit newconstruction, some jurisdictions allow new construction only to replace or relocate existing structures and some jurisdictions allow new construction subjectto the various restrictions discussed above. In certain jurisdictions, restrictive15 regulations also limit our ability to relocate, rebuild, repair, maintain, upgrade, modify or replace existing legal non-conforming billboards. U.S. federal law neither requires nor prohibits the removal of existing lawful billboards, but it does mandate the payment of compensation if a stateor political subdivision compels the removal of a lawful billboard along the controlled roads. In the past, state governments have purchased and removedexisting lawful billboards for beautification purposes using federal funding for transportation enhancement programs, and these jurisdictions may continue todo so in the future. From time to time, state and local government authorities use the power of eminent domain and amortization to remove billboards. Amortization is the required removal of legal non-conforming billboards (billboards which conformed with applicable laws and regulations when built, butwhich do not conform to current laws and regulations) or the commercial advertising placed on such billboards after a period of years. Pursuant to thisconcept, the governmental body asserts that just compensation is earned by continued operation of the billboard over that period of time. Althoughamortization is prohibited along all controlled roads, amortization has been upheld along non-controlled roads in limited instances where permitted by stateand local law. Thus far, we have been able to obtain satisfactory compensation for, or relocation of, our billboards purchased or removed as a result of thesetypes of governmental action, although there is no assurance that this will continue to be the case in the future. We have introduced and intend to expand the deployment of digital billboards that display static digital advertising copy from various advertisersthat change up to several times per minute. We have encountered some existing regulations in the U.S. and across some international jurisdictions that restrictor prohibit these types of digital displays. However, since digital technology for changing static copy has only recently been developed and introduced intothe market on a large scale, and is in the process of being introduced more broadly in our international markets, existing regulations that currently do notapply to digital technology by their terms could be revised to impose greater restrictions. These regulations, or actions by third parties, may impose greaterrestrictions on digital billboards due to alleged concerns over aesthetics or driver safety. Available InformationYou can find more information about us at our Internet website located at www.iheartmedia.com. Our Annual Report on Form 10-K, our QuarterlyReports on Form 10-Q, our Current Reports on Form 8-K and any amendments to those reports are available free of charge through our Internet website assoon as reasonably practicable after we electronically file such material with, or furnish such material to, the Securities and Exchange Commission (“SEC”).The contents of our website are not deemed to be part of this Annual Report on Form 10-K or any of our other filings with the SEC. The SEC maintains an internet website that contains these reports at www.sec.gov. Any materials we file with the SEC may also be read or copied atthe SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. Information concerning the operation of the Public Reference Room may beobtained by calling the SEC at (800) 732-0330. ITEM 1A. RISK FACTORSRisks Related to Our BusinessTo service our debt obligations and to fund our operations and our capital expenditures, we require a significant amount of cash to meet our needs, whichdepends on many factors beyond our controlOur ability to service our debt obligations and to fund our operations and our capital expenditures requires a significant amount of cash. Ourprimary sources of liquidity are cash on hand, cash flow from operations and borrowing capacity under iHeartCommunications’ receivables based creditfacility, subject to certain limitations contained in iHeartCommunications’ material financing agreements, to help meet our liquidity needs. As of December31, 2015, we had $772.7 million of cash on our balance sheet. As of December 31, 2015, we had a borrowing base of $459.7 million underiHeartCommunications’ receivables based credit facility, had $230.0 million of outstanding borrowings and $43.9 million of outstanding letters of credit,resulting in $185.8 million of excess availability. However, any incremental borrowings under iHeartCommunications’ receivables based credit facility maybe further limited by the terms contained in iHeartCommunications’ material financing agreements. Based on our current and anticipated levels of operationsand conditions in our markets, we believe that cash on hand, cash flow from operations and borrowing capacity under iHeartCommunications’ receivablesbased credit facility will enable us to meet our working capital, capital expenditure, debt service and other funding requirements for at least the next twelvemonths. However, our ability to fund our working capital, capital expenditures, debt service and other obligations, and to comply with the financial covenantunder iHeartCommunications’ financing agreements, depends on our future operating performance and cash from operations, which are in turn subject toprevailing economic conditions and other factors, many of which are beyond our control. In 2015, we drew a net aggregate of $230.0 million under ourreceivables based credit facility to fund working capital needs, capital expenditures and interest payment obligations, and, since the beginning of 2015, wecompleted several transactions as described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity andCapital Resources—Anticipated Cash Requirements.” These transactions16 improved our liquidity position in the short term, but our annual lease payment and annual cash interest payment obligations increased as a result. If ourfuture operating performance does not meet our expectation or our plans materially change in an adverse manner or prove to be materially inaccurate, we mayneed additional financing. In addition, the purchase price of possible acquisitions, capital expenditures for deployment of digital billboards and/or otherstrategic initiatives could require additional indebtedness or equity financing on our part. Adverse securities and credit market conditions couldsignificantly affect the availability of debt or equity financing. In connection with iHeartCommunications’ financing transactions completed during 2015,the average interest rate on our outstanding debt has increased. We anticipate paying cash interest of approximately $1.8 billion during 2016. Futurefinancing transactions may further increase interest expense, which could in turn reduce our financial flexibility and our ability to fund other activities andmake us more vulnerable to changes in operating performance or economic downturns generally. There can be no assurance that additional financing, ifpermitted under the terms of iHeartCommunications’ financing agreements, will be available on terms acceptable to us or at all. The inability to generatesufficient cash or obtain additional financing could have a material adverse effect on our financial condition and on our ability to meetiHeartCommunications’ obligations or pursue strategic initiatives. Our results have been in the past, and could be in the future, adversely affected by economic uncertainty or deteriorations in economic conditionsWe derive revenues from the sale of advertising. Expenditures by advertisers tend to be cyclical, reflecting economic conditions and budgeting andbuying patterns. Periods of a slowing economy or recession, or periods of economic uncertainty, may be accompanied by a decrease in advertising. Forexample, the global economic downturn that began in 2008 resulted in a decline in advertising and marketing by our customers, which resulted in a declinein advertising revenues across our businesses. This reduction in advertising revenues had an adverse effect on our revenue, profit margins, cash flow andliquidity. Global economic conditions have been slow to recover and remain uncertain. If economic conditions do not continue to improve, economicuncertainty increases or economic conditions deteriorate again, global economic conditions may once again adversely impact our revenue, profit margins,cash flow and liquidity. Furthermore, because a significant portion of our revenue is derived from local advertisers, our ability to generate revenues inspecific markets is directly affected by local and regional conditions, and unfavorable regional economic conditions also may adversely impact our results. In addition, even in the absence of a downturn in general economic conditions, an individual business sector or market may experience a downturn, causingit to reduce its advertising expenditures, which also may adversely impact our results. We face intense competition in our iHeartMedia and our outdoor advertising businessesWe operate in a highly competitive industry, and we may not be able to maintain or increase our current audience ratings and advertising revenues.Our iHeartMedia and our outdoor advertising businesses compete for audiences and advertising revenues with other radio and outdoor advertisingbusinesses, as well as with other media, such as newspapers, magazines, television, direct mail, portable digital audio players, mobile devices, satellite radio,Internet-based services and live entertainment, within their respective markets. Audience ratings and market shares are subject to change for various reasons,including through consolidation of our competitors through processes such as mergers and acquisitions, which could have the effect of reducing our revenuesin a specific market. Our competitors may develop technology, services or advertising media that are equal or superior to those we provide or that achievegreater market acceptance and brand recognition than we achieve. It also is possible that new competitors may emerge and rapidly acquire significant marketshare in any of our business segments. An increased level of competition for advertising dollars may lead to lower advertising rates as we attempt to retaincustomers or may cause us to lose customers to our competitors who offer lower rates that we are unable or unwilling to match. Alternative media platforms and technologies may continue to increase competition with our broadcasting operationsOur terrestrial radio broadcasting operations face increasing competition from alternative media platforms and technologies, such as broadbandwireless, satellite radio, audio broadcasting by cable television systems and Internet-based audio music services, as well as consumer products, such asportable digital audio players and other mobile devices, smart phones and tablets, gaming consoles, in-home entertainment and enhanced automotiveplatforms. These technologies and alternative media platforms, including those used by us, compete with our radio stations for audience share andadvertising revenues. We are unable to predict the effect that such technologies and related services and products will have on our broadcasting operations. The capital expenditures necessary to implement these or other technologies could be substantial and we cannot assure you that we will continue to have theresources to acquire new technologies or to introduce new services to compete with other new technologies or services, or that our investments in newtechnologies or services will provide the desired returns. Other companies employing new technologies or services could more successfully implement suchnew technologies or services or otherwise increase competition with our businesses. Our iHeartMedia business is dependent upon the performance of on-air talent and program hostsWe employ or independently contract with many on-air personalities and hosts of syndicated radio programs with significant loyal audiences intheir respective markets. Although we have entered into long-term agreements with some of our key on-air talent17 and program hosts to protect our interests in those relationships, we can give no assurance that all or any of these persons will remain with us or will retaintheir audiences. Competition for these individuals is intense and many of these individuals are under no legal obligation to remain with us. Our competitorsmay choose to extend offers to any of these individuals on terms which we may be unwilling to meet. Furthermore, the popularity and audience loyalty of ourkey on-air talent and program hosts is highly sensitive to rapidly changing public tastes. A loss of such popularity or audience loyalty is beyond our controland could have a material adverse effect on our ability to attract local and/or national advertisers and on our revenue and/or ratings, and could result inincreased expenses. Our business is dependent on our management team and other key individualsOur business is dependent upon the performance of our management team and other key individuals. Although we have entered into agreementswith some members of our management team and certain other key individuals, we can give no assurance that all or any of our management team and otherkey individuals will remain with us, or that we won’t continue to make changes to the composition of, and the roles and responsibilities of, our managementteam. Competition for these individuals is intense and many of our key employees are at-will employees who are under no legal obligation to remain with us,and may decide to leave for a variety of personal or other reasons beyond our control. If members of our management or key individuals decide to leave us inthe future, if we decide to make further changes to the composition of, or the roles and responsibilities of, these individuals, or if we are not successful inattracting, motivating and retaining other key employees, our business could be adversely affected. Our financial performance may be adversely affected by many factors beyond our controlCertain factors that could adversely affect our financial performance by, among other things, decreasing overall revenues, the numbers of advertisingcustomers, 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 are late in adopting technological changes and innovations that offer more attractive advertising orlistening alternatives than what we offer, which could result in a loss of advertising customers or lower advertising rates, which could have amaterial adverse effect on our operating results and financial performance;· the impact of potential new royalties charged for terrestrial radio broadcasting, which could materially increase our expenses;· unfavorable shifts in population and other demographics, which may cause us to lose advertising customers as people migrate to markets wherewe 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 lessdesirable age or geographical demographic from an advertising perspective;· adverse political effects and acts or threats of terrorism or military conflicts;· unfavorable changes in labor conditions, which may impair our ability to operate or require us to spend more to retain and attract keyemployees; and The success of our street furniture and transit products businesses is dependent on our obtaining key municipal concessions, which we may not be able toobtain on favorable termsOur street furniture and transit products businesses require us to obtain and renew contracts with municipalities and transit authorities. Many of thesecontracts, which require us to participate in competitive bidding processes at each renewal, typically have terms ranging from 2 to 15 years and have revenueshare, capital expenditure requirements and/or fixed payment components. Competitive bidding processes are complex and sometimes lengthy andsubstantial costs may be incurred in connection with preparing bids. Our competitors, individually or through relationships with third parties, may be able to provide different or greater capabilities or prices or benefitsthan we can provide. In the past we have not been, and most likely in the future will not be, awarded all of the contracts on which we bid. The success of ourbusiness also depends generally on our ability to obtain and renew contracts with private landlords. There can be no assurance that we will win any particularbid, be able to renew existing contracts or be able to replace any revenue lost upon expiration or completion of a contract. Our inability to renew existingcontracts may also result in significant expenses from the removal of our displays. Furthermore, if and when we do obtain a contract, we are generally requiredto incur significant start-up expenses. The costs of bidding on contracts and the start-up costs associated with new contracts we may obtain may significantlyreduce our cash flow and liquidity. This competitive bidding process presents a number of risks, including the following: · we expend substantial cost and managerial time and effort to prepare bids and proposals for contracts that we may not win;18 · we may be unable to estimate accurately the revenue derived from and the resources and cost structure that will be required to service anycontract we win; and· we may encounter expenses and delays if our competitors challenge awards of contracts to us in competitive bidding, and any suchchallenge could result in the resubmission of bids on modified specifications, or in the termination, reduction or modification of the awardedcontract. Our inability to successfully negotiate, renew or complete these contracts due to third-party or governmental demands and delay and the highlycompetitive bidding processes for these contracts could affect our ability to offer these products to our clients, or to offer them to our clients at rates that arecompetitive to other forms of advertising, without adversely affecting our financial results. Future acquisitions, dispositions and other strategic transactions could pose risksWe frequently evaluate strategic opportunities both within and outside our existing lines of business. We expect from time to time to pursuestrategic acquisitions and dispositions of certain businesses. These acquisitions or dispositions could be material. Our strategy involves numerous risks,including: · our acquisitions may prove unprofitable and fail to generate anticipated cash flows;· our dispositions may negatively impact revenues from our national, regional and other sales networks;· our dispositions may make it difficult to generate cash flows from operations sufficient to meet our anticipated cash requirements;· to successfully manage our large portfolio of iHeartMedia, outdoor advertising and other businesses, we may need to:· recruit additional senior management as we cannot be assured that senior management of acquired businesses will continue to work for usand 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 somay cause us to lose the benefits of any expansion that we decide to undertake by leading to disruptions in our ongoing businesses or bydistracting 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 operations and systems; and· our management’s attention may be diverted from other business concerns. Acquisitions and dispositions of media and entertainment businesses and outdoor advertising businesses may require antitrust review by U.S. federalantitrust agencies and may require review by foreign antitrust agencies under the antitrust laws of foreign jurisdictions. We can give no assurances that theDOJ, the FTC or foreign antitrust agencies will not seek to bar us from acquiring or disposing of media and entertainment businesses or outdoor advertisingbusinesses or impose stringent undertaking on our business as a condition to the completion of an acquisition in any market where we already have asignificant position. Further, radio acquisitions are subject to FCC approval. Such transactions must comply with the Communications Act and FCCregulatory requirements and policies, including with respect to the number of broadcast facilities in which a person or entity may have an ownership orattributable interest in a given local market and the level of interest that may be held by a foreign individual or entity. The FCC's media ownership rulesremain subject to ongoing agency and court proceedings. Future changes could restrict our ability to acquire or dispose of new radio assets or businesses. Extensive current government regulation, and future regulation, may limit our radio broadcasting and other iHeartMedia operations or adversely affectour business and financial resultsCongress and several federal agencies, including the FCC, extensively regulate the domestic radio industry. For example, the FCC could impact ourprofitability by imposing large fines on us if, in response to pending or future complaints, it finds that we broadcast indecent programming or committedother violations of FCC regulations. We could face significant fines, for instance, as a result of pending FCC investigations into the allegedly inappropriatebroadcast of emergency alert signals by several of our stations. Additionally, we cannot be sure that the FCC will approve renewal of the licenses we musthave in order to operate our stations. Nor can we be assured that our licenses will be renewed without conditions and for a full term. The non-renewal, orconditioned renewal, of a substantial number of our FCC licenses could have a materially adverse impact on our operations. Furthermore, possible changesin interference protections, spectrum allocations and other technical rules may negatively affect the operation of our stations. For example, in January 2011,a law that eliminates certain minimum distance separation requirements between full-power and low-power FM radio stations was enacted. In March 2011,the FCC adopted policies which, in certain circumstances, could make it more difficult for radio stations to relocate to increase their population coverage. InOctober 2015, the FCC proposed rules, which could reduce the degree of interference protection afforded to certain of our AM radio stations that serve wideareas. In addition, Congress, the FCC and other regulatory agencies have considered, and may in the future consider and adopt, new laws, regulations andpolicies that could, directly or indirectly, have an adverse effect on our business operations and financial performance. For example, Congress may considerand adopt legislation that would impose an obligation upon all U.S. broadcasters to pay performing artists a royalty for19 the on-air broadcast of their sound recordings (this would be in addition to payments already made by broadcasters to owners of musical work rights, such assongwriters, composers and publishers). Moreover, it is possible that our license fees and negotiating costs associated with obtaining rights to use musicalcompositions and sound recordings in our programming content could sharply increase as a result of private negotiations, one or more regulatory rate-settingprocesses, or administrative and court decisions. The CRB recently issued an initial determination establishing copyright royalty rates for the publicperformance and ephemeral reproduction of sound recordings by various noninteractive webcasters, including radio broadcasters that simulcast theirterrestrial programming online, to apply to the period from January 1, 2016 to December 31, 2020 under the webcasting statutory license. The rates set by theCRB represent a decrease from the 2015 CRB rates applicable to broadcasters and other webcasters, but the determination has not been finalized and issubject to appeal. Increased royalty rates could significantly increase our expenses, which could adversely affect our business. Moreover, some recordcompanies recently have threatened to seek to enforce certain eligibility conditions applicable to the webcasting statutory license that in the past they hadagreed to waive. Some of these conditions may be inconsistent with customary radio broadcasting practices. Finally, various regulatory matters relating toour iHeartMedia business are now, or may become, the subject of court litigation, and we cannot predict the outcome of any such litigation or its impact onour business. Government regulation of outdoor advertising may restrict our outdoor advertising operationsU.S. federal, state and local regulations have a significant impact on the outdoor advertising industry and our business. One of the seminal laws isthe HBA, which regulates outdoor advertising on controlled roads in the United States. The HBA regulates the size and location of billboards, mandates astate compliance program, requires the development of state standards, promotes the expeditious removal of illegal signs and requires just compensation fortakings. Construction, repair, maintenance, lighting, upgrading, height, size, spacing, the location and permitting of billboards and the use of newtechnologies for changing displays, such as digital displays, are regulated by federal, state and local governments. From time to time, states andmunicipalities have prohibited or significantly limited the construction of new outdoor advertising structures. Changes in laws and regulations affectingoutdoor advertising, or changes in the interpretation of those laws and regulations, at any level of government, including the foreign jurisdictions in whichwe operate, could have a significant financial impact on us by requiring us to make significant expenditures or otherwise limiting or restricting some of ouroperations. Due to such regulations, it has become increasingly difficult to develop new outdoor advertising locations. From time to time, certain state and local governments and third parties have attempted to force the removal of our displays under various state andlocal laws, including zoning ordinances, permit enforcement and condemnation. Similar risks also arise in certain of our international jurisdictions. Certainzoning ordinances provide for amortization, which is the required removal of legal non-conforming billboards (billboards which conformed with applicablelaws and regulations when built, but which do not conform to current laws and regulations) or the commercial advertising placed on such billboards after aperiod of years. Pursuant to this concept, the governmental body asserts that just compensation is earned by continued operation of the billboard over thatperiod of time. Although amortization is prohibited along all controlled roads, amortization has been upheld along non-controlled roads in limited instanceswhere permitted by state and local law. Other regulations limit our ability to rebuild, replace, repair, maintain and upgrade non-conforming displays. Inaddition, from time to time third parties or local governments assert that we own or operate displays that either are not properly permitted or otherwise are notin strict compliance with applicable law. If we are increasingly unable to resolve such allegations or obtain acceptable arrangements in circumstances inwhich our displays are subject to removal, modification or amortization, or if there occurs an increase in such regulations or their enforcement, our operatingresults could suffer. A number of state and local governments have implemented or initiated taxes, fees and registration requirements in an effort to decrease or restrictthe number of outdoor signs and/or to raise revenue. From time to time, legislation also has been introduced in international jurisdictions attempting toimpose taxes on revenue from outdoor advertising or for the right to use outdoor advertising assets. In addition, a number of jurisdictions have implementedlegislation or interpreted existing legislation to restrict or prohibit the installation of digital billboards, and we expect these efforts to continue. Theincreased imposition of these measures, and our inability to overcome any such measures, could reduce our operating income if those outcomes requireremoval or restrictions on the use of preexisting displays or limit growth of digital displays. In addition, if we are unable to pass on the cost of these items toour clients, our operating income could be adversely affected. International regulation of the outdoor advertising industry can vary by municipality, region and country, but generally limits the size, placement,nature and density of out-of-home displays. Other regulations limit the subject matter, animation and language of out-of-home displays. Our failure tocomply with these or any future international regulations could have an adverse impact on the effectiveness of our displays or their attractiveness to clients asan advertising medium and may require us to make significant expenditures to ensure compliance and avoid certain penalties or contractual breaches. As aresult, we may experience a significant impact on our operations, revenue, international client base and overall financial condition. 20 Regulations and consumer concerns regarding privacy and data protection, or any failure to comply with these regulations, could hinder our operationsWe collect and utilize demographic and other information, including personally identifiable information, from and about our listeners, consumers,business partners and advertisers as they interact with us. For example: (1) our broadcast radio station websites and our iHeartRadio digital platform collectpersonal information as users register for our services, fill out their listener profiles, post comments, use our social networking features, participate in pollsand contests and sign-up to receive email newsletters; (2) we use tracking technologies, such as “cookies,” to manage and track our listeners’ interactionswith us so that we can deliver relevant music content and advertising; and (3) we collect credit card or debit card information from consumers, businesspartners and advertisers who use our services. We are subject to numerous federal, state and foreign laws and regulations relating to consumer protection, information security, data protection andprivacy, among other things. Many of these laws are still evolving, new laws may be enacted and any of these laws could be amended or interpreted in waysthat could harm our business. In addition, changes in consumer expectations and demands regarding privacy and data protection could restrict our ability tocollect, use, disclose and derive economic value from demographic and other information related to our listeners, consumers, business partners andadvertisers. Such restrictions could limit our ability to provide customized music content to our listeners, interact directly with our listeners and consumersand offer targeted advertising opportunities to our business partners and advertisers. Although we have implemented policies and procedures designed tocomply with these laws and regulations, any failure or perceived failure by us to comply with our policies or applicable regulatory requirements related toconsumer protection, information security, data protection and privacy could result in a loss of confidence in us, damage to our brands, the loss of listeners,consumers, business partners and advertisers, as well as proceedings against us by governmental authorities or others, which could hinder our operations andadversely affect our business. If our security measures are breached, we could lose valuable information, suffer disruptions to our business, and incur expenses and liabilities includingdamages to our relationships with listeners, consumers, business partners and advertisersAlthough we have implemented physical and electronic security measures to protect against the loss, misuse and alteration of our websites, digitalassets and proprietary business information as well as listener, consumer, business partner and advertiser personally identifiable information, no securitymeasures are perfect and impenetrable and we may be unable to anticipate or prevent unauthorized access. A security breach could occur due to the actionsof outside parties, employee error, malfeasance or a combination of these or other actions. If an actual or perceived breach of our security occurs, we couldlose competitively sensitive business information or suffer disruptions to our business operations, information processes or internal controls. In addition, thepublic perception of the effectiveness of our security measures or services could be harmed, we could lose listeners, consumers, business partners andadvertisers. In the event of a security breach, we could suffer financial exposure in connection with penalties, remediation efforts, investigations and legalproceedings and changes in our security and system protection measures. Currently, not all of our systems are fully compliant with PCI-DSS standards and, asa result, we may face additional liability in the event of a security breach involving payment card information. Restrictions on outdoor advertising of certain products may restrict the categories of clients that can advertise using our productsOut-of-court settlements between the major U.S. tobacco companies and all 50 states, the District of Columbia, the Commonwealth of Puerto Ricoand other U.S. territories include a ban on the outdoor advertising of tobacco products. Other products and services may be targeted in the U.S. in the future,including alcohol products. Most European Union countries, among other nations, also have banned outdoor advertisements for tobacco products andregulate alcohol advertising. Regulations vary across the countries in which we conduct business. Any significant reduction in advertising of products dueto content-related restrictions could cause a reduction in our direct revenues from such advertisements and an increase in the available space on the existinginventory of billboards in the outdoor advertising industry. Environmental, health, safety and land use laws and regulations may limit or restrict some of our operationsAs the owner or operator of various real properties and facilities, especially in our outdoor advertising operations, we must comply with variousforeign, federal, state and local environmental, health, safety and land use laws and regulations. We and our properties are subject to such laws andregulations relating to the use, storage, disposal, emission and release of hazardous and non-hazardous substances and employee health and safety as well aszoning restrictions. Historically, we have not incurred significant expenditures to comply with these laws. However, additional laws which may be passed inthe 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 someof our operations. 21 We are exposed to foreign currency exchange risks because a portion of our revenue is received in foreign currencies and translated to U.S. dollars forreporting purposes.We generate a portion of our revenues in currencies other than U.S. dollars. Changes in economic or political conditions in any of the foreigncountries in which we operate could result in exchange rate movement, new currency or exchange controls or other currency restrictions being imposed.Because we receive a portion of our revenues in currencies from the countries in which we operate, exchange rate fluctuations in any such currency couldhave an adverse effect on our profitability. A portion of our cash flows are generated in foreign currencies and translated to U.S. dollars for reporting purposes,and certain of the indebtedness held by our international subsidiaries is denominated in U.S. dollars, and, therefore, significant changes in the value of suchforeign currencies relative to the U.S. dollar could have a material adverse effect on our financial condition and our ability to meet interest and principalpayments on our indebtedness. Given the volatility of exchange rates, we cannot assure you that we will be able to effectively manage our currency transaction and/or translationrisks. It is possible that volatility in currency exchange rates will have a material adverse effect on our financial condition or results of operations. We expectto experience economic losses and gains and negative and positive impacts on our operating income as a result of foreign currency exchange ratefluctuations. Doing business in foreign countries exposes us to certain risks not expected to occur when doing business in the United StatesDoing business in foreign countries carries with it certain risks that are not found when doing business in the United States. These risks could resultin losses against which we are not insured. Examples of these risks include: · potential adverse changes in the diplomatic relations of foreign countries with the United States;· hostility from local populations;· the adverse effect of foreign exchange controls;· government policies against businesses owned by foreigners;· investment restrictions or requirements;· expropriations of property without adequate compensation;· the potential instability of foreign governments;· the risk of insurrections;· risks of renegotiation or modification of existing agreements with governmental authorities;· difficulties collecting receivables and otherwise enforcing contracts with governmental agencies and others in some foreign legal systems;· withholding and other taxes on remittances and other payments by subsidiaries;· changes in tax structure and level; and· changes in laws or regulations or the interpretation or application of laws or regulations. Our International operations involve contracts with, and regulation by, foreign governments. We operate in many parts of the world that experiencecorruption to some degree. Although we have policies and procedures in place that are designed to promote legal and regulatory compliance (including withrespect to the U.S. Foreign Corrupt Practices Act and the United Kingdom Bribery Act), our employees, subcontractors and agents could take actions thatviolate applicable anticorruption laws or regulations. Violations of these laws, or allegations of such violations, could have a material adverse effect on ourbusiness, financial position and results of operations. Significant equity investors control us and may have conflicts of interest with us in the futurePrivate equity funds sponsored by or co-investors with Bain Capital and THL currently indirectly control us through their ownership of all of ouroutstanding shares of Class B common stock and Class C common stock, which collectively represent approximately 68% of the voting power of all of ouroutstanding capital stock. As a result, Bain Capital and THL have the power to elect all but two of our directors, appoint new management and approve anyaction requiring the approval of the holders of our capital stock, including adopting any amendments to our third amended and restated certificate ofincorporation, and approving mergers or sales of substantially all of our capital stock or assets. The directors elected by Bain Capital and THL will havesignificant authority to make decisions affecting us, including the issuance of additional capital stock, change in control transactions, the incurrence ofadditional indebtedness, the implementation of stock repurchase programs and the decision of whether or not to declare dividends. In addition, affiliates of Bain Capital and THL are lenders under iHeartCommunications’ term loan credit facilities and holders ofiHeartCommunications’ priority guarantee notes due 2019. It is possible that their interests in some circumstances may conflict with our interests and theinterests of other stockholders. 22 Additionally, Bain Capital and THL are in the business of making investments in companies and may acquire and hold interests in businesses thatcompete directly or indirectly with us. One or more of the entities advised by or affiliated with Bain Capital and/or THL may also pursue acquisitionopportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. So long as entitiesadvised by or affiliated with Bain Capital and THL directly or indirectly own a significant amount of the voting power of our outstanding equity interests,even if such amount is less than 50%, Bain Capital and THL will continue to be able to strongly influence or effectively control our decisions. Risks Related to Ownership of Our Class A Common StockThe market price and trading volume of our Class A common stock may be volatileThe market price of our Class A common stock could fluctuate significantly for many reasons, including, without limitation:· as a result of the risk factors listed in this Annual Report on Form 10-K;· actual or anticipated fluctuations in our operating results;· reasons unrelated to operating performance, such as reports by industry analysts, investor perceptions, or negative announcements by ourcustomers or competitors regarding their own performance;· regulatory changes that could impact our business; and· general economic and industry conditions.Shares of our Class A common stock are quoted on the Over-the-Counter Bulletin Board. The lack of an active market may impair the ability ofholders of our Class A common stock to sell their shares of Class A common stock at the time they wish to sell them or at a price that they considerreasonable. The lack of an active market may also reduce the fair market value of the shares of our Class A common stock.There is no assurance that holders of our Class A common stock will ever receive cash dividendsWe have never paid cash dividends on our Class A common stock, and there is no guarantee that we will ever pay cash dividends on our Class Acommon stock in the future. The terms of our financing arrangements and other debt restrict our ability to pay cash dividends on our Class A common stock. In addition to those restrictions, under Delaware law, we are permitted to pay cash dividends on our capital stock only out of our surplus, which in generalterms means the excess of our net assets over the original aggregate par value of our stock. In the event we have no surplus, we are permitted to pay thesecash dividends out of our net profits for the year in which the dividend is declared or in the immediately preceding year. Accordingly, there is no guaranteethat, if we wish to pay cash dividends, we would be able to do so pursuant to Delaware law. Also, even if we are not prohibited from paying cash dividendsby the terms of our financing agreements or by law, other factors such as the need to reinvest cash back into our operations may prompt our Board of Directorsto elect not to pay cash dividends.We may terminate our Exchange Act reporting, if permitted by applicable lawIf at any time our Class A common stock is held by fewer than 300 holders of record, we will be permitted to cease to be a reporting company under theExchange Act to the extent we are not otherwise required to continue to report pursuant to any contractual agreements, including with respect to any of ourindebtedness. If we were to cease filing reports under the Exchange Act, the information now available to our stockholders in the annual, quarterly and otherreports we currently file with the SEC would not be available to them as a matter of right. Risks Related to Our IndebtednessThe substantial amount of indebtedness of our subsidiary, iHeartCommunications, and its subsidiaries, may adversely affect our cash flows and our abilityto operate our business and make us more vulnerable to changes in the economy or our industryWe have a substantial amount of indebtedness. At December 31, 2015, we had $20.9 billion of total indebtedness outstanding, including: (1)$5.0 billion aggregate principal amount outstanding under iHeartCommunications’ term loan D credit facility, which matures in January 2019 and$1.3 billion aggregate principal amount outstanding under iHeartCommunications’ term loan E credit facility, which matures in July 2019; (2) $230.0million aggregate principal amount outstanding under iHeartCommunications’ receivables based credit facility, which matures in December 2017; (3)$2.0 billion aggregate principal amount outstanding of iHeartCommunications’ 9.0% priority guarantee notes due 2019, which mature in December 2019;(4) $1.7 billion aggregate principal amount outstanding of iHeartCommunications’ 9.0% priority guarantee notes due 2021, net of $29.9 million ofunamortized discounts, which mature in March 2021; (5) $575.0 million aggregate principal amount outstanding of iHeartCommunications’ 11.25% priorityguarantee notes due 2021, which mature in March 2021; (6) $1.0 billion aggregate principal23 amount outstanding of iHeartCommunications’ 9.0% priority guarantee notes due 2022, net of $2.2 million of unamortized premiums, which mature inSeptember 2022; (7) $950.0 million aggregate principal amount outstanding of iHeartCommunications’ 10.625% priority guarantee notes due 2023, whichmature in March 2023; (8) $25.2 million aggregate principal amount of other secured debt; (9) $1.7 billion aggregate principal amount outstanding ofiHeartCommunications’ 14.0% senior notes due 2021, net of $14.0 million of unamortized discounts, (net of $431.9 million held by a subsidiary ofiHeartCommunications), which mature in February 2021; (10) $512.8 million aggregate principal amount outstanding of iHeartCommunications’ LegacyNotes, net of unamortized purchase accounting discounts of $155.1 million (net of $57.1 million held by a subsidiary of iHeartCommunications), whichmature at various dates from December 2016 through October 2027; (11) $730.0 million aggregate principal amount outstanding of iHeartCommunications’10.0% senior notes due 2018 (net of $120.0 million held by a subsidiary of iHeartCommunications), which mature in January 2018; (12) $2.7 billionaggregate principal amount outstanding of subsidiary senior notes, net of unamortized discounts of $5.6 million, which mature in November 2022; (13)$2.2 billion aggregate principal amount outstanding of subsidiary senior subordinated notes, which mature in March 2020; (14) $222.8 million aggregateprincipal amount outstanding of international subsidiary senior notes, net of unamortized discounts of $2.2 million, which mature in December 2020; and(15) other obligations of less than $1.0 million. This large amount of indebtedness could have negative consequences for us, including, without limitation: · requiring us to dedicate a substantial portion of our cash flow to the payment of principal and interest on indebtedness, thereby reducing cashavailable for other purposes, including to fund operations and capital expenditures, invest in new technology and pursue other businessopportunities;· limiting our liquidity and operational flexibility and limiting our ability to obtain additional financing for working capital, capitalexpenditures, debt service requirements, acquisitions and general corporate or other purposes;· limiting our ability to adjust to changing economic, business and competitive conditions;· requiring us to defer planned capital expenditures, reduce discretionary spending, sell assets, restructure existing indebtedness or deferacquisitions or other strategic opportunities;· limiting our ability to refinance any of the indebtedness or increasing the cost of any such financing;· making us more vulnerable to an increase in interest rates, a downturn in our operating performance, a decline in general economic or industryconditions or a disruption in the credit markets; and· making us more susceptible to negative changes in credit ratings, which could impact our ability to obtain financing in the future and increasethe cost of such financing. If compliance with the debt obligations materially hinders our ability to operate our business and adapt to changing industry conditions, we maylose market share, our revenue may decline and our operating results may suffer. The terms of iHeartCommunications’ credit facilities and the otherindebtedness allow us, under certain conditions, to incur further indebtedness, including secured indebtedness, which heightens the foregoing risks. iHeartCommunications and its subsidiaries may not be able to generate sufficient cash to service all of their indebtedness, may not be able to refinance allof their indebtedness before it becomes due and may be forced to take other actions to satisfy their obligations under their indebtedness, which may not besuccessfuliHeartCommunications’ and its subsidiaries’ ability to make scheduled payments on their respective debt obligations depends on their financialcondition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factorsbeyond their or our control. In addition, because iHeartCommunications derives a substantial portion of its operating income from its subsidiaries,iHeartCommunications’ ability to repay its debt depends upon the performance of its subsidiaries, their ability to dividend or distribute funds toiHeartCommunications and iHeartCommunications’ receipt of funds under its cash management arrangement with its subsidiary, CCOH. iHeartCommunications and its subsidiaries may not generate cash flow from operations or have cash on hand in an amount sufficient to fund ourliquidity needs. We anticipate cash interest requirements of approximately $1.8 billion during 2016. At December 31, 2015, we had debt maturities totaling$197.3 million (net of $57.1 million due to a subsidiary of iHeartCommunications), $238.4 million and $939.1 million (net of $120.0 million due to asubsidiary of iHeartCommunications) in 2016, 2017 and 2018, respectively. We are currently exploring, and expect to continue to explore, a variety oftransactions to provide us with additional liquidity. We cannot assure you that we will enter into or consummate any such liquidity-generating transactions,or that such transactions will provide sufficient cash to satisfy our liquidity needs, and we cannot currently predict the impact that any such transaction, ifconsummated, would have on us. If iHeartCommunications’ and its subsidiaries’ cash flows from operations, refinancing sources and other liquidity-generating transactions areinsufficient to fund their respective debt service obligations or debt maturities as they become due, we may be forced to reduce or delay capital expenditures,sell material assets or operations, or seek additional capital from other sources. We may not be able to take any of these actions, and these actions may not besuccessful or permit iHeartCommunications or its subsidiaries to24 meet the scheduled debt service obligations. Furthermore, these actions may not be permitted under the terms of existing or future debt agreements. The ability to refinance the debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of thedebt could be at higher interest rates and increase debt service obligations and may require us, iHeartCommunications and its subsidiaries to comply withmore onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments may restrict us from adoptingsome of these alternatives. These alternative measures may not be successful and may not permit us, iHeartCommunications or its subsidiaries to meetscheduled debt service obligations. If we, iHeartCommunications or its subsidiaries cannot make scheduled payments on indebtedness,iHeartCommunications or its subsidiaries, as applicable, will be in default under one or more of the debt agreements and, as a result we could be forced intobankruptcy or liquidation. Our substantial debt service obligations have increased as a result of iHeartCommunications’ financing transactions and may continue to do so, whichcould adversely affect our liquidity and prevent us from fulfilling our obligationsIn 2015, our debt service obligations increased. Future financing transactions and any increase in interest rates may further increase our interestexpense. The increase in our debt service obligations could adversely affect our liquidity and could have important consequences, including the following: · it may make it more difficult for us to satisfy our obligations under our indebtedness and our contractual and commercial commitments; and· it may otherwise further limit us in the ways summarized above under “The substantial amount of indebtedness of our subsidiary,iHeartCommunications, and its subsidiaries, may adversely affect our cash flows and our ability to operate our business and make us morevulnerable to changes in the economy or our industry,” including by reducing our cash available for operations, debt service obligations, futurebusiness opportunities, acquisitions and capital expenditures. Our ability to make payments with respect to iHeartCommunications’ debt obligations will depend on our future operating performance andiHeartCommunications’ ability to continue to refinance its indebtedness, which will be affected by prevailing economic and credit market conditions andfinancial, business and other factors, many of which are beyond our control. The documents governing our and our subsidiaries’ indebtedness contain restrictions that limit our flexibility in operating our businessiHeartCommunications’ material financing agreements, including its credit agreements and indentures, contain various covenants restricting, amongother things, our ability to: · make acquisitions or investments;· make loans or otherwise extend credit to others;· incur indebtedness or issue shares or guarantees;· create liens;· enter into transactions with affiliates;· sell, lease, transfer or dispose of assets;· merge or consolidate with other companies; and· make a substantial change to the general nature of our business. In addition, under iHeartCommunications’ senior secured credit facilities, iHeartCommunications is required to comply with certain affirmativecovenants and certain specified financial covenants and ratios. For instance, iHeartCommunications’ senior secured credit facilities require it to comply on aquarterly basis with a financial covenant limiting the ratio of its consolidated secured debt, net of cash and cash equivalents, to its consolidated EBITDA (asdefined under the terms of the senior secured credit facilities) for the preceding four quarters. The maximum ratio permitted under this financial covenant forthe four quarters ended December 31, 2015 was 8.75 to 1. The restrictions contained in iHeartCommunications’ credit agreements and indentures could affect our ability to operate our business and may limitour ability to react to market conditions or take advantage of potential business opportunities as they arise. For example, such restrictions could adverselyaffect our ability to finance our operations, make strategic acquisitions, investments or alliances, restructure our organization or finance our capital needs. Additionally, the ability to comply with these covenants and restrictions may be affected by events beyond iHeartCommunications’ or our control. Theseinclude prevailing economic, financial and industry conditions. If any of these covenants or restrictions is breached, iHeartCommunications could be indefault under the agreements governing its indebtedness and, as a result, we would be forced into bankruptcy or liquidation.25 Downgrades in our credit ratings may adversely affect our borrowing costs, limit our financing options, reduce our flexibility under future financings andadversely affect our liquidity, and also may adversely impact our business operationsThe corporate credit ratings for iHeartCommunications and its indirect subsidiary, Clear Channel Worldwide Holdings, Inc. (“CCWH”), arespeculative-grade. In December 2015, the corporate family rating for CCWH was revised downward by Moody’s Investors Service, Inc. Furthermore, inJanuary 2016, Standard & Poor’s Rating Services, Inc. lowered its corporate credit rating on iHeartCommunications. Any further reductions in their creditratings could increase our borrowing costs, reduce the availability of financing to us or increase the cost of doing business or otherwise negatively impact ourbusiness operations. Cautionary Statement Concerning Forward-Looking StatementsThe Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by us or on our behalf. Except forthe historical information, this report contains various forward-looking statements which represent our expectations or beliefs concerning future events,including, without limitation, our future operating and financial performance, our ability to comply with the covenants in the agreements governing ourindebtedness and the availability of capital and the terms thereof. Statements expressing expectations and projections with respect to future matters areforward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We caution that these forward-looking statementsinvolve a number of risks and uncertainties and are subject to many variables which could impact our future performance. These statements are made on thebasis of management’s views and assumptions, as of the time the statements are made, regarding future events and performance. There can be no assurance,however, that management’s expectations will necessarily come to pass. Actual future events and performance may differ materially from the expectationsreflected in our forward-looking statements. We do not intend, nor do we undertake any duty, to update any forward-looking statements. A wide range of factors could materially affect future developments and performance, including but not limited to: · the impact of our substantial indebtedness, including the effect of our leverage on our financial position and earnings;· our ability to generate sufficient cash from operations or other liquidity-generating transactions and our need to allocate significant amounts ofour cash to make payments on our indebtedness, which in turn could reduce our financial flexibility and ability to fund other activities;· risks associated with weak or uncertain global economic conditions and their impact on the capital markets;· other general economic and political conditions in the United States and in other countries in which we currently do business, including thoseresulting from recessions, political events and acts or threats of terrorism or military conflicts;· industry conditions, including competition;· the level of expenditures on advertising;· legislative or regulatory requirements;· fluctuations in operating costs;· technological changes and innovations;· changes in labor conditions, including on-air talent, program hosts and management;· capital expenditure requirements;· risks of doing business in foreign countries;· fluctuations in exchange rates and currency values;· the outcome of pending and future litigation;· taxes and tax disputes;· changes in interest rates;· shifts in population and other demographics;· access to capital markets and borrowed indebtedness;· our ability to implement our business strategies;· the risk that we may not be able to integrate the operations of acquired businesses successfully;· the risk that our strategic revenue and efficiency initiatives may not be entirely successful or that any cost savings achieved from such strategicrevenue and efficiency initiatives may not be sustained; and· certain other factors set forth in our other filings with the SEC. This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative and is not intended to beexhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty. 26 ITEM 1B. UNRESOLVED STAFF COMMENTSNone. ITEM 2. PROPERTIESCorporateOur corporate headquarters are located in San Antonio, Texas, where we lease space in an executive office building and lease a data andadministrative service center. In addition, certain of our executive and other operations are located in New York, New York and London, England. iHMThe types of properties required to support each of our radio stations include offices, studios, transmitter sites and antenna sites. We either own orlease our transmitter and antenna sites. During 2015, we sold approximately 376 of our owned broadcast communication tower sites and entered intooperating leases for the use of the sites. These leases generally have expiration dates that range from five to 30 years. A radio station’s studios are generallyhoused with its offices in downtown or business districts. A radio station’s transmitter sites and antenna sites are generally positioned in a manner thatprovides maximum market coverage. Americas Outdoor and International Outdoor AdvertisingThe types of properties required to support each of our outdoor advertising branches include offices, production facilities and structure sites. Anoutdoor branch and production facility is generally located in an industrial or warehouse district.With respect to each of the Americas outdoor and International outdoor segments, we primarily lease our outdoor display sites and own or haveacquired permanent easements for relatively few parcels of real property that serve as the sites for our outdoor displays. Our leases generally range frommonth-to-month to year-to-year and can be for terms of 10 years or longer, and many provide for renewal options. There is no significant concentration of displays under any one lease or subject to negotiation with any one landlord. We believe that an importantpart of our management activity is to negotiate suitable lease renewals and extensions. ConsolidatedThe studios and offices of our radio stations and outdoor advertising branches are located in leased or owned facilities. These leases generally haveexpiration dates that range from one to 40 years. We do not anticipate any difficulties in renewing those leases that expire within the next several years or inleasing other space, if required. We lease substantially all of our towers and antennas, and own substantially all of the other equipment used in our iHMbusiness. We own substantially all of the equipment used in our outdoor advertising businesses. For additional information regarding our iHM and outdoorproperties, see “Item 1. Business.” ITEM 3. LEGAL PROCEEDINGSWe currently are involved in certain legal proceedings arising in the ordinary course of business and, as required, have accrued an estimate of theprobable costs for the resolution of those claims for which the occurrence of loss is probable and the amount can be reasonably estimated. These estimateshave been developed in consultation with counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlementstrategies. It is possible, however, that future results of operations for any particular period could be materially affected by changes in our assumptions or theeffectiveness of our strategies related to these proceedings. Additionally, due to the inherent uncertainty of litigation, there can be no assurance that theresolution of any particular claim or proceeding would not have a material adverse effect on our financial condition or results of operations. Although we are involved in a variety of legal proceedings in the ordinary course of business, a large portion of our litigation arises in the followingcontexts: commercial disputes; defamation matters; employment and benefits related claims; governmental fines; intellectual property claims; and taxdisputes. 27 International InvestigationsOn April 21, 2015, inspections were conducted at our premises in Denmark and Sweden as part of an investigation by Danish competitionauthorities. On the same day, we received a communication from the U.K. competition authorities, also in connection with the investigation by Danishcompetition authorities. We are cooperating with the national competition authorities. At this time, the outcome of this investigation is uncertain. ITEM 4. MINE SAFETY DISCLOSURESNot Applicable. EXECUTIVE OFFICERS OF THE REGISTRANT The following information with respect to our executive officers is presented as of February 25, 2016: Name Age PositionRobert W. Pittman 62 Chairman and Chief Executive OfficerRichard J. Bressler 58 President, Chief Operating Officer, Chief Financial Officer and DirectorScott R. Wells 47 Chief Executive Officer – Clear Channel Outdoor AmericasC. William Eccleshare 60 Chairman and Chief Executive Officer— Clear Channel InternationalSteven J. Macri 47 Senior Vice President, Corporate FinanceScott D. Hamilton 46 Senior Vice President, Chief Accounting Officer and Assistant SecretaryRobert H. Walls, Jr. 55 Executive Vice President, General Counsel and Secretary The officers named above serve until their respective successors are chosen and qualified, in each case unless the officer sooner dies, resigns, isremoved or becomes disqualified. Robert W. Pittman is the Chairman and Chief Executive Officer of Parent, iHeartCommunications and the Company and the Chairman and ChiefExecutive Officer of CCOH. Mr. Pittman was appointed as the Executive Chairman and a director of Parent and iHeartCommunications on October 2, 2011.He was appointed as Chairman of Parent and iHeartCommunications on May 17, 2013. He also was appointed as Chairman and Chief Executive Officer and amember of the board of managers of the Company on April 26, 2013. Prior to October 2, 2011, Mr. Pittman served as Chairman of Media and EntertainmentPlatforms for iHeartMedia and iHeartCommunications since November 2010. He has been a member of, and an investor in, Pilot Group, a private equityinvestment company, since April 2003. Mr. Pittman was formerly Chief Operating Officer of AOL Time Warner, Inc. from May 2002 to July 2002. He alsoserved as Co-Chief Operating Officer of AOL Time Warner, Inc. from January 2001 to May 2002, and earlier, as President and Chief Operating Officer ofAmerica Online, Inc. from February 1998 to January 2001. Mr. Pittman serves on the boards of numerous charitable organizations, including the Alliance forLupus Research, the Rock and Roll Hall of Fame Foundation and the Robin Hood Foundation, where he has served as past Chairman. Mr. Pittman wasselected to serve as a member of our Board because of his service as our Chief Executive Officer, as well as his extensive media experience gained through thecourse of his career. Richard J. Bressler is the President, Chief Operating Officer, Chief Financial Officer and Director of Parent, the Company andiHeartCommunications and the Chief Financial Officer of CCOH. Mr. Bressler was appointed as the Chief Financial Officer and President of Parent, theCompany, iHeartCommunications and CCOH on July 29, 2013 and as Chief Operating Officer of Parent, the Company and iHeartCommunications onFebruary 18, 2015. Prior thereto, Mr. Bressler was a Managing Director at THL. Prior to joining THL, Mr. Bressler was the Senior Executive Vice Presidentand Chief Financial Officer of Viacom, Inc. from 2001 through 2005. He also served as Chairman and Chief Executive Officer of Time Warner Digital Mediaand, from 1995 to 1999, was Executive Vice President and Chief Financial Officer of Time Warner Inc. Prior to joining Time Inc. in 1988, Mr. Bressler was apartner with the accounting firm of Ernst & Young LLP since 1979. Mr. Bressler also currently is a director of iHeartMedia, iHeartCommunications andGartner, Inc., a member of the board of managers of iHeartMedia Capital I, LLC and a board observer at Univision Communications Inc. Mr. Bresslerpreviously served as a member of the board of directors of American Media Operations, Inc., Nielsen Holdings B.V. and Warner Music Group Corp. and as amember of the J.P. Morgan Chase National Advisory Board. Mr. Bressler holds a B.B.A. in Accounting from Adelphi University.28 Scott R. Wells is the Chief Executive Officer of Clear Channel Outdoor Americas at each of the Parent, the Company, iHeartCommunications andCCOH and was appointed to this position on March 3, 2015. Previously, Mr. Wells served as an Operating Partner at Bain Capital since January 2011 andprior to that served as an Executive Vice President at Bain Capital since 2007. Mr. Wells also was one of the leaders of the firm’s operationally focusedPortfolio Group. Prior to joining Bain Capital, he held several executive roles at Dell, Inc. (“Dell”) from 2004 to 2007, most recently as Vice President ofPublic Marketing and On-Line in the Americas. Prior to joining Dell, Mr. Wells was a Partner at Bain & Company, where he focused primarily on technologyand consumer-oriented companies. Mr. Wells was a member of our Board from August 2008 until March 2015. He currently serves as a director of CRCHealth Corporation. He has an M.B.A., with distinction, from the Wharton School of the University of Pennsylvania and a B.S. from Virginia Tech. C. William Eccleshare is the Chairman and Chief Executive Officer- Clear Channel International at each of Parent, the Company,iHeartCommunications and CCOH and was appointed to this position on March 2, 2015. Prior to such time, he served as Chief Executive Officer – Outdoorof Parent, iHeartCommunications and CCOH since January 24, 2012 and as Chief Executive Officer—Outdoor of the Company on April 26, 2013. Prior toJanuary 24, 2012, he served as Chief Executive Officer—Clear Channel Outdoor—International of Parent and iHeartCommunications since February 17,2011 and as Chief Executive Officer—International of CCOH since September 1, 2009. Previously, he was Chairman and CEO of BBDO EMEA from 2005 to2009. Prior thereto, he was Chairman and CEO of Young & Rubicam EMEA since 2002. Steven J. Macri is the Senior Vice President-Corporate Finance of Parent, the Company, iHeartCommunications and CCOH and was appointed tothis position on September 9, 2014. Prior thereto, Mr. Macri served as the Chief Financial Officer of Parent’s iHeartMedia division from October 7, 2013 toSeptember 2014. Prior to joining the company, Mr. Macri served as Chief Financial Officer for LogicSource Inc., from March 2012 to September 2013. Priorto joining LogicSource, Mr. Macri was Executive Vice President and Chief Financial Officer at Warner Music Group Corp. from September 2008 to December2011 and prior thereto served as Controller and Senior Vice President-Finance from February 2005 to August 2008. Scott D. Hamilton is the Senior Vice President, Chief Accounting Officer and Assistant Secretary of Parent, the Company, iHeartCommunicationsand CCOH. Mr. Hamilton was appointed Senior Vice President, Chief Accounting Officer and Assistant Secretary of Parent, iHeartCommunications andCCOH on April 26, 2010 and was appointed as Senior Vice President, Chief Accounting Officer and Assistant Secretary of the Company on April 26, 2013. Prior to April 26, 2010, Mr. Hamilton served as Controller and Chief Accounting Officer of Avaya Inc. (“Avaya”), a multinational telecommunicationscompany, from October 2008 to April 2010. Prior thereto, Mr. Hamilton served in various accounting and finance positions at Avaya, beginning in October2004. Prior thereto, Mr. Hamilton was employed by PricewaterhouseCoopers from September 1992 until September 2004 in various roles including audit,transaction services and technical accounting consulting. Robert H. Walls, Jr. is the Executive Vice President, General Counsel and Secretary of Parent, the Company, iHeartCommunications and CCOH. Mr.Walls was appointed the Executive Vice President, General Counsel and Secretary of Parent, iHeartCommunications and CCOH on January 1, 2010 and wasappointed as Executive Vice President, General Counsel and Secretary of the Company on April 26, 2013. On March 31, 2011, Mr. Walls was appointed toserve in the newly-created Office of the Chief Executive Officer for us, iHeartCommunications and CCOH, in addition to his existing offices. Mr. Wallsserved in the Office of the Chief Executive Officer for us and iHeartCommunications until October 2, 2011, and served in the Office of the Chief ExecutiveOfficer for CCOH until January 24, 2012. Mr. Walls was a founding partner of Post Oak Energy Capital, LP and served as Managing Director throughDecember 31, 2009 and as an advisor to Post Oak Energy Capital, LP through December 31, 2013.29 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIES Market InformationShares of our Class A common stock are quoted for trading on the Over-The-Counter (“OTC”) Bulletin Board under the symbol “IHRT.” There were293 stockholders of record as of February 22, 2016. This figure does not include an estimate of the indeterminate number of beneficial holders whose sharesmay be held of record by brokerage firms and clearing agencies. The following quotations obtained from the OTC Bulletin Board reflect the high and lowbid prices for our Class A common stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actualtransactions. Class ACommon Stock Market Price Class ACommon Stock Market Price HighLow HighLow2015 2014 First Quarter................$7.65$4.20 First Quarter..................$8.00$6.50Second Quarter...........7.505.15 Second Quarter.............7.406.50Third Quarter..............7.054.05 Third Quarter................9.307.26Fourth Quarter............4.500.85 Fourth Quarter..............9.266.80 There is no established public trading market for our Class B and Class C common stock. There were 555,556 shares of our Class B common stockand 58,967,502 shares of our Class C common stock outstanding on February 22, 2016. All outstanding shares of our Class B common stock are held byClear Channel Capital IV, LLC and all outstanding shares of our Class C common stock are held by Clear Channel Capital V, L.P. Dividend PolicyWe currently do not intend to pay regular quarterly dividends on the shares of our common stock. We have not declared any dividend on ourcommon stock since our incorporation. We are a holding company with no independent operations and no significant assets other than the stock of oursubsidiaries. We, therefore, are dependent on the receipt of dividends or other distributions from our subsidiaries to pay dividends. In addition,iHeartCommunications’ debt financing arrangements include restrictions on its ability to pay dividends, which in turn affects our ability to pay dividends. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Sources of Capital” andNote 5 to the Consolidated Financial Statements. Sales of Unregistered SecuritiesWe did not sell any equity securities during 2015 that were not registered under the Securities Act of 1933. Purchases of Equity SecuritiesThe following table sets forth the purchases made during the quarter ended December 31, 2015 by or on behalf of us or an affiliated purchaser ofshares of our Class A common stock registered pursuant to Section 12 of the Exchange Act: 30 Period Total Number ofSharesPurchased(1)(2) Average PricePaid perShare(1)(2) Total Number of SharesPurchased as Part ofPublicly Announced Plansor Programs(2) Maximum Number (orApproximate Dollar Value) ofShares that May Yet BePurchased Under the Plans orPrograms(2)October 1 through October 31 15,044 $ 3.80 - $ - November 1 through November 30 - - - - December 1 through December 31 3,669 1.07 - - Total 18,713 $ 3.27 - $ - (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, 2015 tosatisfy the employees’ tax withholding obligation in connection with the vesting and release of restricted shares, which are repurchased by us based ontheir fair market value on the date the relevant transaction occurs. (2) On August 9, 2010, iHeartCommunications announced that its board of directors approved a stock purchase program under whichiHeartCommunications or its subsidiaries may purchase up to an aggregate of $100.0 million of our Class A common stock and/or the Class A commonstock of CCOH. The stock purchase program did not have a fixed expiration date and could be modified, suspended or terminated at any time atiHeartCommunications’ discretion. As of December 31, 2014, an aggregate $34.2 million was available under this program. In January 2015, CC Finco,LLC “CC Finco”), an indirect wholly-owned subsidiary of the Company, purchased 2,000,000 shares of CCOH’s Class A common stock for $20.4million. On April 2, 2015, CC Finco purchased an additional 2,172,946 shares of CCOH’s Class A common stock for $22.2 million, increasingiHeartCommunications’ collective holdings to represent slightly more than 90% of the outstanding shares of CCOH’s common stock on a fully-dilutedbasis, assuming the conversion of all of CCOH’s Class B common stock into Class A common stock. As a result of this purchase, the stock purchaseprogram concluded. The purchase of shares in excess of the amount available under the stock purchase program was separately approved by the board ofdirectors.31 ITEM 6. SELECTED FINANCIAL DATAThe following tables set forth our summary historical consolidated financial and other data as of the dates and for the periods indicated. Thesummary historical financial data are derived from our audited consolidated financial statements. Certain prior period amounts have been reclassified toconform to the 2015 presentation. Historical results are not necessarily indicative of the results to be expected for future periods. Acquisitions anddispositions impact the comparability of the historical consolidated financial data reflected in this schedule of Selected Financial Data. The summary historical consolidated financial and other data should be read in conjunction with “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations” and our consolidated financial statements and the related notes thereto located within Item 8 of Part II of thisAnnual Report on Form 10-K. (In thousands)For the Years Ended December 31, 2015 2014 2013 2012 2011Results of Operations Data: Revenue$ 6,241,516 $ 6,318,533 $ 6,243,044 $ 6,246,884 $ 6,161,352 Operating expenses: Direct operating expenses (excludes depreciation and amortization) 2,473,345 2,545,448 2,567,210 2,504,529 2,511,406 Selling, general and administrative expenses (excludes depreciation and amortization) 1,701,555 1,676,125 1,636,738 1,660,289 1,599,064 Corporate expenses (excludes depreciation and amortization) 315,564 320,331 313,514 293,207 237,920 Depreciation and amortization 673,991 710,898 730,828 729,285 763,306 Impairment charges (1) 21,631 24,176 16,970 37,651 7,614 Other operating income (expense), net 94,001 40,031 22,998 48,127 12,682 Operating income 1,149,431 1,081,586 1,000,782 1,070,050 1,054,724 Interest expense 1,805,496 1,741,596 1,649,451 1,549,023 1,466,246 Gain (loss) on investments (4,421) - 130,879 (4,580) (4,827) Equity in earnings (loss) of nonconsolidated affiliates (902) (9,416) (77,696) 18,557 26,958 Loss on extinguishment of debt (2,201) (43,347) (87,868) (254,723) (1,447) Other income (expense), net 13,056 9,104 (21,980) 250 (3,169) Loss before income taxes (650,533) (703,669) (705,334) (719,469) (394,007) Income tax benefit (expense) (86,957) (58,489) 121,817 308,279 125,978 Consolidated net loss (737,490) (762,158) (583,517) (411,190) (268,029) Less amount attributable to noncontrolling interest 17,131 31,603 23,366 13,289 34,065 Net loss attributable to the Company$ (754,621) $ (793,761) $ (606,883) $ (424,479) $ (302,094) For the Years Ended December 31, 2015 2014 2013 2012 2011Net loss per common share: Basic Net loss attributable to the Company$ (8.95) $ (9.46) $ (7.31) $ (5.23) $ (3.70) Diluted: Net loss attributable to the Company$ (8.95) $ (9.46) $ (7.31) $ (5.23) $ (3.70) Dividends declared per share - - - - - (1)We recorded non-cash impairment charges of $21.6 million, $24.2 million, $17.0 million, $37.7 million and $7.6 million during 2015, 2014, 2013, 2012 and 2011,respectively. Our impairment charges are discussed more fully in Item 8 of Part II of this Annual Report on Form 10-K. 32 (In thousands)As of December 31, 2015 2014 2013 2012 2011Balance Sheet Data: Current assets$ 2,810,883 $ 2,142,350 $ 2,461,327 $ 2,987,753 $ 2,985,285 Property, plant and equipment, net 2,212,556 2,699,064 2,897,630 3,036,854 3,063,327 Total assets 13,821,098 14,002,449 15,045,335 16,286,659 16,542,039 Current liabilities 1,659,228 1,364,285 1,763,618 1,782,142 1,428,962 Long-term debt, net of current maturities 20,687,082 20,322,414 20,030,479 20,365,369 19,938,531 Shareholders’ deficit (10,606,681) (9,665,208) (8,696,635) (7,995,191) (7,471,941) 33 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSOVERVIEWFormat of PresentationManagement’s discussion and analysis of our financial condition and results of operations (“MD&A”) should be read in conjunction with theconsolidated financial statements and related footnotes contained in Item 8 of this Annual Report on Form 10-K. Our discussion is presented on both aconsolidated and segment basis. Our reportable segments are iHeartMedia (“iHM”), Americas outdoor advertising (“Americas outdoor” or “Americas outdooradvertising”), and International outdoor advertising (“International outdoor” or “International outdoor advertising”). Our iHM segment provides media andentertainment services via live broadcast and digital delivery, and also includes our national syndication business. Our Americas outdoor and Internationaloutdoor segments provide outdoor advertising services in their respective geographic regions using various digital and traditional display types. Included inthe “Other” category are our media representation business, Katz Media Group, as well as other general support services and initiatives, which are ancillary toour other businesses. We manage our operating segments primarily focusing on their operating income, while Corporate expenses, Other operating income (expense), net,Interest expense, Gain on marketable securities, Equity in earnings of nonconsolidated affiliates, Gain (loss) on extinguishment of debt, Gain (loss) onextinguishment of debt, Other income (expense), net and Income tax benefit (expense) are managed on a total company basis and are, therefore, includedonly in our discussion of consolidated results. Certain prior period amounts have been reclassified to conform to the 2015 presentation. iHM Our iHM strategy centers on delivering entertaining and informative content across multiple platforms, including broadcast, mobile and digital, aswell as events. Our primary source of revenue is derived from selling local and national advertising time on our radio stations, with contracts typically lessthan one year in duration. The programming formats of our radio stations are designed to reach audiences with targeted demographic characteristics. We areworking closely with our advertising and marketing partners to develop tools and leverage data to enable advertisers to effectively reach their desiredaudiences. We continue to expand the choices for listeners and we deliver our content and sell advertising across multiple distribution channels includingdigitally via our iHeartRadio mobile application and other digital platforms which reach national, regional and local audiences. We also generate revenuesfrom network syndication, our nationally recognized live events, our station websites and other miscellaneous transactions. iHM management monitors average advertising rates and cost per minute (“CPM”), which are principally based on the length of the spot and howmany people in a targeted audience listen to our stations, as measured by an independent ratings service. In addition, our advertising rates are influenced bythe time of day the advertisement airs, with morning and evening drive-time hours typically priced the highest. Our price and yield information systemsenable our station managers and sales teams to adjust commercial inventory and pricing based on local market demand, as well as to manage and monitordifferent commercial durations in order to provide more effective advertising for our customers at what we believe are optimal prices given market conditions.Yield is measured by management in a variety of ways, including revenue earned divided by minutes of advertising sold. Management looks at our iHM operations’ overall revenue as well as the revenue from each type of advertising, including local advertising, which issold predominately in a station’s local market, and national advertising, which is sold across multiple markets. Local advertising is sold by each radiostation’s sales staff while national advertising is sold by our national sales team. Local advertising, which is our largest source of advertising revenue, andnational advertising revenues are tracked separately because these revenue streams have different sales teams and respond differently to changes in theeconomic environment. We periodically review and refine our selling structures in all regions and markets in an effort to maximize the value of our offeringto advertisers and, therefore, our revenue. Management also looks at iHM revenue by region and market size. Typically, larger markets can reach larger audiences with wider demographicsthan smaller markets. Additionally, management reviews our share of iHM advertising revenues in markets where such information is available, as well as ourshare of target demographics listening in an average quarter hour. This metric gauges how well our formats are attracting and retaining listeners. A portion of our iHM segment’s expenses vary in connection with changes in revenue. These variable expenses primarily relate to costs in our salesdepartment, such as commissions, and bad debt. Our content costs, including music royalty and license fees for music delivered via broadcast or digitalstreaming, vary with the volume and mix of songs played on our stations and the listening34 hours on our digital platforms. Our programming and general and administrative departments incur most of our fixed costs, such as utilities and officesalaries. We incur discretionary costs in our advertising, marketing and promotions, which we primarily use in an effort to maintain and/or increase ouraudience share. Lastly, we have incentive systems in each of our departments which provide for bonus payments based on specific performance metrics,including ratings, revenue, pricing and overall profitability. Outdoor AdvertisingOur outdoor advertising revenue is derived from selling advertising space on the displays we own or operate in key markets worldwide, consistingprimarily of billboards, street furniture and transit displays. Part of our long-term strategy for our outdoor advertising businesses is to pursue the technologyof digital displays, including flat screens, LCDs and LEDs, as additions to traditional methods of displaying our clients’ advertisements. We are currentlyinstalling these technologies in certain markets, both domestically and internationally. Management typically monitors our outdoor advertising business by reviewing the average rates, average revenue per display, occupancy andinventory levels of each of our display types by market. We own the majority of our advertising displays, which typically are located on sites that we either lease or own or for which we have acquiredpermanent easements. Our advertising contracts with clients typically outline the number of displays reserved, the duration of the advertising campaign andthe unit price per display. The significant expenses associated with our operations include direct production, maintenance and installation expenses as well as site leaseexpenses for land under our displays including revenue-sharing or minimum guaranteed amounts payable under our billboard, street furniture and transitdisplay contracts. Our direct production, maintenance and installation expenses include costs for printing, transporting and changing the advertising copyon our displays, the related labor costs, the vinyl and paper costs, electricity costs and the costs for cleaning and maintaining our displays. Vinyl and papercosts vary according to the complexity of the advertising copy and the quantity of displays. Our site lease expenses include lease payments for use of theland under our displays, as well as any revenue-sharing arrangements or minimum guaranteed amounts payable that we may have with the landlords. Theterms of our site leases and revenue-sharing or minimum guaranteed contracts generally range from one to 20 years. Americas Outdoor AdvertisingOur advertising rates are based on a number of different factors including location, competition, type and size of display, illumination, market andgross ratings points. Gross ratings points are the total number of impressions delivered by a display or group of displays, expressed as a percentage of amarket population. The number of impressions delivered by a display is measured by the number of people passing the site during a defined period of time. For all of our billboards in the United States, we use independent, third-party auditing companies to verify the number of impressions delivered by a display. Client contract terms typically range from four weeks to one year for the majority of our display inventory in the United States. Generally, we ownthe street furniture structures and are responsible for their construction and maintenance. Contracts for the right to place our street furniture and transitdisplays and sell advertising space on them are awarded by municipal and transit authorities in competitive bidding processes governed by local law or arenegotiated with private transit operators. Generally, these contracts have terms ranging from 10 to 20 years. International Outdoor AdvertisingSimilar to our Americas outdoor business, advertising rates generally are based on the gross ratings points of a display or group of displays. Thenumber of impressions delivered by a display, in some countries, is weighted to account for such factors as illumination, proximity to other displays and thespeed and viewing angle of approaching traffic. In addition, because our International outdoor advertising operations are conducted in foreign markets,including Europe, Asia and Australia, management reviews the operating results from our foreign operations on a constant dollar basis. A constant dollarbasis allows for comparison of operations independent of foreign exchange movements. Our International display inventory is typically sold to clients through network packages, with client contract terms typically ranging from one totwo weeks with terms of up to one year available as well. Internationally, contracts with municipal and transit authorities for the right to place our streetfurniture and transit displays typically provide for terms ranging from three to 15 years. The major difference between our International and Americas streetfurniture businesses is in the nature of the municipal contracts. In our International outdoor business, these contracts typically require us to provide themunicipality with a broader range of metropolitan amenities in exchange for which we are authorized to sell advertising space on certain sections of thestructures we erect in the public domain. A different regulatory environment for billboards and competitive bidding for street furniture and transit displaycontracts,35 which constitute a larger portion of our business internationally, may result in higher site lease costs in our International business. As a result, our marginsare typically lower in our International business than in our Americas outdoor business. Macroeconomic IndicatorsOur advertising revenue for all of our segments is highly correlated to changes in gross domestic product (“GDP”) as advertising spending hashistorically trended in line with GDP, both domestically and internationally. According to the U.S. Department of Commerce, estimated U.S. GDP growth for2015 was 2.4%. Internationally, our results are impacted by fluctuations in foreign currency exchange rates as well as the economic conditions in the foreignmarkets in which we have operations. Executive SummaryThe key developments in our business for the year ended December 31, 2015 are summarized below:· Consolidated revenue decreased $77.0 million during 2015 compared to 2014. Excluding the $229.0 million impact from movements inforeign exchange rates, consolidated revenue increased $152.0 million during 2015 compared to 2014.· We spent $42.8 million on strategic revenue and efficiency initiatives during 2015 to realign and improve our on-going business operations—adecrease of $27.8 million compared to the same period of 2014.· In February 2015, iHeartCommunications issued $950.0 million aggregate principal amount of 10.625% priority guarantee notes due 2023.iHeartCommunications used the gross proceeds from the issuance of the notes to prepay at par $916.1 million of the loans outstanding under itsterm loan B facility and $15.2 million of the loans outstanding under its term loan C asset sale facility and to pay accrued and unpaid intereston such loans and related fees and expenses.· In April and July 2015, we and certain of our subsidiaries completed the sale of 376 of our broadcast communications tower sites and relatedassets in exchange for $369.9 million of proceeds. Simultaneous with the closings, we entered into lease agreements for the continued use of367 of the towers sold.· On December 16, 2015, Clear Channel International B.V. (“CCIBV”), our indirect subsidiary, issued $225.0 million in aggregate principalamount of 8.75% Senior Notes due 2020. Clear Channel Outdoor Holdings, Inc. (“CCOH”), an indirect parent company of CCIBV, used theproceeds of the offering to fund a special cash dividend in an aggregate amount equal to approximately $217.8 million to its stockholders. Wereceived $196.3 million of the dividend through three of our wholly-owned subsidiaries. Revenues and expenses “excluding the impact of foreign exchange movements” in this Management’s Discussion & Analysis of Financial Condition andResults of Operations is presented because management believes that viewing certain financial results without the impact of fluctuations in foreign currencyrates facilitates period to period comparisons of business performance and provides useful information to investors. Revenues and expenses “excluding theimpact of foreign exchange movements” are calculated by converting the current period’s revenues and expenses in local currency to U.S. dollars usingaverage foreign exchange rates for the prior period. 36 Consolidated Results of Operations The comparison of our historical results of operations for the year ended December 31, 2015 to the year ended December 31, 2014 is as follows: (In thousands)Years Ended December 31, % 2015 2014 ChangeRevenue$ 6,241,516 $ 6,318,533 (1%) Operating expenses: Direct operating expenses (excludes depreciation and amortization) 2,473,345 2,545,448 (3%) Selling, general and administrative expenses (excludes depreciation and amortization) 1,701,555 1,676,125 2% Corporate expenses (excludes depreciation and amortization) 315,564 320,331 (1%) Depreciation and amortization 673,991 710,898 (5%) Impairment charges 21,631 24,176 (11%) Other operating income, net 94,001 40,031 135% Operating income 1,149,431 1,081,586 6% Interest expense 1,805,496 1,741,596 Loss on investments, net (4,421) - Equity in loss of nonconsolidated affiliates (902) (9,416) Loss on extinguishment of debt (2,201) (43,347) Other income, net 13,056 9,104 Loss before income taxes (650,533) (703,669) Income tax expense (86,957) (58,489) Consolidated net loss (737,490) (762,158) Less amount attributable to noncontrolling interest 17,131 31,603 Net loss attributable to the Company$ (754,621) $ (793,761) Consolidated RevenueConsolidated revenue decreased $77.0 million during 2015 compared to 2014. Excluding the $229.0 million impact from movements in foreignexchange rates, consolidated revenue increased $152.0 million during 2015 compared to 2014. iHM revenue increased $122.8 million during 2015compared to 2014 driven primarily by our core radio business, both broadcast and digital, including the impact of marketing partnerships with our advertisersfor live events and barter and trade revenue, partially offset by a decrease in political advertising revenues. Americas outdoor revenue decreased $1.6 millionduring 2015 compared to 2014. Excluding the $23.4 million impact from movements in foreign exchange rates, Americas outdoor revenue increased $21.8million during 2015 compared to 2014 primarily driven by higher revenues from digital billboards and our Spectacolor business. International outdoorrevenue decreased $153.4 million during 2015 compared to 2014. Excluding the $205.6 million impact from movements in foreign exchange rates,International outdoor revenue increased $52.2 million during 2015 compared to 2014 primarily driven by new contracts and the impact of sales initiatives. Other revenues decreased $48.4 million during 2015 compared to 2014 primarily as a result of lower political advertising revenues and lower contracttermination fees earned by our media representation business. Consolidated Direct Operating ExpensesConsolidated direct operating expenses decreased $72.1 million during 2015 compared to 2014. Excluding the $146.6 million impact frommovements in foreign exchange rates, consolidated direct operating expenses increased $74.5 million during 2015 compared to 2014. iHM direct operatingexpenses increased $40.8 million during 2015 compared to 2014, primarily due to higher music license and performance royalties, higher lease expense as aresult of the sale and subsequent leaseback of broadcast communication tower sites and higher compensation related to radio programming. Americasoutdoor direct operating expenses decreased $8.4 million during 2015 compared to 2014. Excluding the $13.1 million impact from movements in foreignexchange rates, Americas outdoor direct operating expenses increased $4.7 million during 2015 compared to 2014 primarily due to higher variable site leaseexpenses related to the increase in revenues. International outdoor direct operating expenses decreased $93.6 million during 2015 compared to 2014.Excluding the $133.5 million impact from movements in foreign exchange rates, International outdoor direct operating expenses increased $39.9 millionduring 2015 compared to 2014 primarily as a result of higher variable costs associated with higher revenue, as well as higher spending on strategic efficiencyinitiatives. 37 Consolidated Selling, General and Administrative (“SG&A”) ExpensesConsolidated SG&A expenses increased $25.4 million during 2015 compared to 2014. Excluding the $51.1 million impact from movements inforeign exchange rates, consolidated SG&A expenses increased $76.5 million during 2015 compared to 2014. iHM SG&A expenses increased $51.3 millionduring 2015 compared to 2014 primarily due to higher barter and trade expenses, higher sales expense, including commissions related to higher revenue andhigher bad debt expense. Americas outdoor SG&A expenses decreased $0.4 million during 2015 compared to 2014. Excluding the $6.0 million impact frommovements in foreign exchange rates, Americas outdoor SG&A expenses increased $5.6 million during 2015 compared to 2014 primarily in Latin America.International outdoor SG&A expenses decreased $16.6 million during 2015 compared to 2014. Excluding the $45.0 million impact from movements inforeign exchange rates, International outdoor SG&A expenses increased $28.4 million during 2015 compared to 2014 primarily due to higher compensationexpense, including commissions in connection with higher revenues. Corporate ExpensesCorporate expenses decreased $4.8 million during 2015 compared to 2014. Excluding the $3.5 million impact from movements in foreign exchangerates, corporate expenses decreased $1.3 million during 2015 compared to 2014 primarily due to a $20.2 million decrease in spending related to our strategicrevenue and efficiency initiatives. This was partially offset by the impact of an $8.5 million insurance recovery related to shareholder litigation recognized in2014, higher variable compensation expense related to period performance and higher legal fees related to the negotiation of digital royalty rates before theCopyright Royalty Board. Revenue and Efficiency InitiativesIncluded in the amounts for direct operating expenses, SG&A and corporate expenses discussed above are expenses of $42.8 million incurred in2015 in connection with our strategic revenue and efficiency initiatives. The costs were incurred to improve revenue growth, enhance yield, reduce costs andorganize each business to maximize performance and profitability. These costs consist primarily of consolidation of locations and positions, severancerelated to workforce initiatives, consulting expenses and other costs incurred in connection with streamlining our businesses. These costs are expected toprovide benefits in future periods as the initiative results are realized. Of the strategic revenue and efficiency costs for 2015, $14.0 million are reported within direct operating expenses, $15.0 million are reported withinSG&A and $13.8 million are reported within corporate expense. In 2014, such costs totaled $13.0 million, $23.7 million, and $34.0 million, respectively. Depreciation and AmortizationDepreciation and amortization decreased $36.9 million during 2015 compared to 2014, primarily due to assets becoming fully depreciated or fullyamortized as well as the impact of movements in foreign exchange rates. Impairment ChargesHistorically, we performed our annual impairment test on our goodwill, FCC licenses, billboard permits, and other intangible assets as of October 1of each year. Beginning in the third quarter of 2015, we began performing our annual impairment test on July 1 of each year. In addition, we test forimpairment of property, plant and equipment whenever events and circumstances indicate that depreciable assets might be impaired. As a result of theseimpairment tests, during 2015 we recorded impairment charges of $21.6 million related to billboard permits in one Americas outdoor market. During 2014,we recognized impairment charges of $24.2 million primarily related to the impairment of FCC licenses in eight markets due to changes in the discount ratesand weighted-average cost of capital for those markets. Please see Note 2 to the Consolidated Financial Statements located in Item 8 of this Annual Report onForm 10-K for a further description of the impairment charges. Other Operating Income, NetOther operating income of $94.0 million in 2015 primarily related to the gain on the sale of radio towers which were subsequently leased back (seeNote 2 to our Consolidated Financial Statements located in Item 8 of this Annual Report on Form 10-K). Other operating income of $40.0 million in 2014 primarily related to a non-cash gain of $43.5 million recognized on the sale of non-core radiostations in exchange for a portfolio of 29 stations in five markets. 38 Interest ExpenseInterest expense increased $63.9 million during 2015 compared to 2014 primarily due to the weighted average cost of debt increasing due to debtrefinancing transactions that resulted in higher interest rates. Please refer to “Sources of Capital” for additional discussion of debt issuances and exchanges.Our weighted average cost of debt during 2015 and 2014 was 8.5% and 8.1%, respectively. Loss on Investments, NetIn 2015, we recognized a loss of $5.0 million related to cost method investments. Equity in Loss of Nonconsolidated AffiliatesEquity in loss of nonconsolidated affiliates was $0.9 million for 2015. Equity in loss of nonconsolidated affiliates of $9.4 million during 2014 primarily related to the $4.5 million gain on the sale of our 50% interest inBuspak, offset by the sale of our 50% interest in ARN, which included a loss on the sale of $2.4 million and $11.5 million of foreign exchange losses thatwere reclassified from accumulated other comprehensive income at the date of the sale. Loss on Extinguishment of DebtIn connection with the first quarter 2015 prepayment of iHeartCommunications’ Term Loan B facility and Term Loan C-asset sale facility, werecognized a loss of $2.2 million. During the fourth quarter of 2014, CC Finco, LLC (“CC Finco”), an indirect wholly-owned subsidiary of ours, repurchased $57.1 million aggregateprincipal amount of iHeartCommunications’ 5.5% Senior Notes due 2016 and $120.0 million aggregate principal amount of iHeartCommunications’ 10.0%Senior Notes due 2018 for a total of $159.3 million, including accrued interest, through open market purchases. In connection with these transactions, werecognized a net gain of $12.9 million. In September 2014, iHeartCommunications prepaid $974.9 million of the loans outstanding under its Term Loan B facility and $16.1 million of theloans outstanding under its Term Loan C-asset sale facility. In connection with these transactions, we recognized a loss of $4.8 million. During June 2014, iHeartCommunications redeemed $567.1 million aggregate principal amount of its outstanding 5.5% Senior Notes due 2014 and$241.0 million aggregate principal amount of its outstanding 4.9% Senior Notes due 2015. In connection with these transactions, we recognized a loss of$47.5 million. During the first quarter of 2014, CC Finco repurchased $52.9 million aggregate principal amount of iHeartCommunications’ outstanding 5.5%Senior Notes due 2014 and $9.0 million aggregate principal amount of iHeartCommunications’ outstanding 4.9% Senior Notes due 2015 for a total of $63.1million, including accrued interest, through open market purchases. In connection with these transactions, we recognized a loss of $3.9 million. Other Income, NetOther income of $13.1 million and $9.1 million for 2015 and 2014, respectively, primarily related to gains on foreign exchange transactions. Income Tax ExpenseThe effective tax rate for the year ended December 31, 2015 was (13.4%) as compared to (8.3%) for the year ended December 31, 2014. The effectivetax rate for 2015 was impacted by the $305.3 million valuation allowance recorded against our current period federal and state net operating losses due to theuncertainty of the ability to utilize those losses in future periods. The valuation allowance was recorded against the Company’s current period federal andstate net operating losses due to the uncertainty of the ability to utilize these losses in future periods. The effective tax rate for the year ended December 31, 2014 was (8.3%) and was primarily impacted by the $339.8 million valuation allowancerecorded during the period as additional deferred tax expense. The valuation allowance was recorded against a portion of the U.S. Federal and State netoperating losses due to the uncertainty of the ability to utilize those losses in future periods. This expense was partially offset by $28.9 million in net taxbenefits associated with a decrease in unrecognized tax benefits resulting from the expiration of statutes of limitations to assess taxes in the United Kingdomand several state jurisdictions. 39 iHM Results of Operations Our iHM operating results were as follows: (In thousands)Years Ended December 31, % 2015 2014 ChangeRevenue$ 3,284,320 $ 3,161,503 4% Direct operating expenses 972,937 932,172 4% SG&A expenses 1,065,716 1,014,432 5% Depreciation and amortization 240,230 240,868 (0%) Operating income$ 1,005,437 $ 974,031 3% iHM revenue increased $122.8 million during 2015 compared to 2014 driven primarily by increases in our core radio business, both broadcast anddigital, including the impact of marketing partnerships with our advertisers for live events, such as the iHeartRadio Music Festival, the iHeartRadio MusicAwards, the iHeart Country Festival and iHeartRadio Jingle Balls concert tour, and barter and trade revenue. Revenue also increased for our traffic andweather business, as well as growth in our syndication business driven by growth in our news/talk format. Partially offsetting these increases were decreases inpolitical advertising revenues as a result of 2015 not being a congressional election year. iHM direct operating expenses increased $40.8 million during 2015 compared to 2014, primarily due to higher music license and performanceroyalties, higher lease expense as a result of the sale and subsequent leaseback of radio tower sites (see Note 2 to our Consolidated Financial Statementslocated in Item 8 of this Annual Report on Form 10-K) and higher radio programming costs. iHM SG&A expenses increased $51.3 million during 2015compared to 2014 primarily due to higher barter and trade expenses, higher bad debt expense and investments in national and digital sales capabilities,partially offset by lower advertising and promotion expense and lower legal expense. Strategic revenue and efficiency spending included in SG&A expensesdecreased $3.9 million compared to the same period last year. Americas Outdoor Advertising Results of Operations Our Americas outdoor operating results were as follows: (In thousands)Years Ended December 31, % 2015 2014 ChangeRevenue$ 1,349,021 $ 1,350,623 (0%) Direct operating expenses 597,382 605,771 (1%) SG&A expenses 233,254 233,641 (0%) Depreciation and amortization 204,514 203,928 0% Operating income$ 313,871 $ 307,283 2% Americas outdoor revenue decreased $1.6 million during 2015 compared to 2014. Excluding the $23.4 million impact from movements in foreignexchange rates, Americas outdoor revenue increased $21.8 million during 2015 compared to 2014 driven primarily by an increase in revenues from digitalbillboards as a result of new deployments, as well as from our Spectacolor business, partially offset by lower advertising revenues from our static bulletins andposters, and our airports business. Americas outdoor direct operating expenses decreased $8.4 million during 2015 compared to 2014. Excluding the $13.1 million impact frommovements in foreign exchange rates, Americas outdoor direct operating expenses increased $4.7 million during 2015 compared to 2014 primarily due tohigher variable site lease expenses related to the increase in revenues. Americas outdoor SG&A expenses decreased $0.4 million during 2015 compared to2014. Excluding the $6.0 million impact from movements in foreign exchange rates, Americas outdoor SG&A expenses increased $5.6 million during 2015compared to 2014 primarily due to higher expenses in Latin America. 40 International Outdoor Advertising Results of Operations Our International outdoor operating results were as follows: (In thousands)Years Ended December 31, % 2015 2014 ChangeRevenue$ 1,457,183 $ 1,610,636 (10%) Direct operating expenses 897,520 991,117 (9%) SG&A expenses 298,250 314,878 (5%) Depreciation and amortization 166,060 198,143 (16%) Operating income$ 95,353 $ 106,498 (10%) International outdoor revenue decreased $153.4 million during 2015 compared to 2014. Excluding the $205.6 million impact from movements inforeign exchange rates, International outdoor revenue increased $52.2 million during 2015 compared to 2014 primarily driven by new contracts along withhigher occupancy and higher rates for our transit and street furniture products, particularly digital, in certain European countries, including Sweden, Norway,Italy and the UK, as well as from new contracts in Australia and China. International outdoor direct operating expenses decreased $93.6 million during 2015 compared to 2014. Excluding the $133.5 million impact frommovements in foreign exchange rates, International outdoor direct operating expenses increased $39.9 million during 2015 compared to 2014 primarily as aresult of higher variable costs associated with higher revenue, as well as site lease termination fees on lower-margin boards incurred in connection withstrategic revenue and efficiency initiatives. International outdoor SG&A expenses decreased $16.6 million during 2015 compared to 2014. Excluding the$45.0 million impact from movements in foreign exchange rates, International outdoor SG&A expenses increased $28.4 million during 2015 compared to2014 primarily due to higher compensation expense, including commissions in connection with higher revenues. Depreciation and amortization decreased $32.1 million. Excluding the $19.5 million impact from movements in foreign exchange rates,depreciation and amortization decreased $12.6 million primarily due to assets becoming fully depreciated or fully amortized. Also included in International Outdoor direct operating expenses and SG&A expenses are $8.2 million and $3.2 million, respectively, recorded inthe fourth quarter of 2015 to correct for accounting errors included in the results for our Netherlands subsidiary reported in prior years. Such corrections arenot considered to be material to the current year or prior year financial results. 41 Consolidated Results of Operations The comparison of our historical results of operations for the year ended December 31, 2014 to the year ended December 31, 2013 is as follows: (In thousands)Years Ended December 31, % 2014 2013 ChangeRevenue$ 6,318,533 $ 6,243,044 1% Operating expenses: Direct operating expenses (excludes depreciation and amortization) 2,545,448 2,567,210 (1%) Selling, general and administrative expenses (excludes depreciation and amortization) 1,676,125 1,636,738 2% Corporate expenses (excludes depreciation and amortization) 320,331 313,514 2% Depreciation and amortization 710,898 730,828 (3%) Impairment charges 24,176 16,970 42% Other operating income, net 40,031 22,998 74% Operating income 1,081,586 1,000,782 8% Interest expense 1,741,596 1,649,451 Gain (loss) on marketable securities - 130,879 Equity in earnings (loss) of nonconsolidated affiliates (9,416) (77,696) Loss on extinguishment of debt (43,347) (87,868) Other income (expense), net 9,104 (21,980) Loss before income taxes (703,669) (705,334) Income tax benefit (58,489) 121,817 Consolidated net loss (762,158) (583,517) Less amount attributable to noncontrolling interest 31,603 23,366 Net loss attributable to the Company$ (793,761) $ (606,883) Consolidated RevenueOur consolidated revenue during 2014 increased $75.5 million including a decrease of $22.7 million from movements in foreign exchangecompared to 2013. Excluding the impact of foreign exchange movements, consolidated revenue increased $98.2 million. Our iHM revenue increased $29.9million driven by increased revenues from political advertising, our traffic and weather business, core national broadcast radio and digital revenues. Americas outdoor revenue decreased $35.1 million compared to 2013, including negative movements in foreign exchange of $9.4 million. Excluding theimpact of foreign exchange movements, Americas outdoor revenue decreased $25.7 million primarily driven by lower revenues generated by nationalaccounts and the nonrenewal of certain airport contracts, and lower revenues in our Los Angeles market as a result of the impact of litigation. OurInternational outdoor revenue increased $50.2 million compared to 2013, including negative movements in foreign exchange of $13.3 million. Excludingthe impact of foreign exchange movements, International outdoor revenue increased $63.5 million primarily driven by new contracts and from growth inEurope and emerging markets. Other revenues increased $30.7 million primarily as a result of higher political revenues and a contract termination fee of $15million earned by our media representation business. Consolidated Direct Operating ExpensesConsolidated direct operating expenses during 2014 decreased $21.9 million including a decrease of $11.9 million from movements in foreignexchange compared to 2013. Excluding the impact of foreign exchange movements, consolidated direct operating expenses decreased $10.0 million. OuriHM direct operating expenses decreased $23.6 million compared to 2013, primarily resulting from lower costs in our national syndication business partiallyoffset by higher programming and content costs. Direct operating expenses in our Americas outdoor segment decreased $5.0 million compared to 2013,including a decrease of $6.0 million from movements in foreign exchange. Excluding the impact of foreign exchange movements, direct operating expensesin our Americas outdoor segment increased $1.0 million. Direct operating expenses in our International outdoor segment increased $7.1 million compared to2013, including a decrease of $5.9 million from movements in foreign exchange. Excluding the impact of foreign exchange movements, direct operatingexpenses in our International outdoor segment increased $13.0 million primarily as a result of higher variable costs associated with new contracts. 42 Consolidated SG&A ExpensesConsolidated SG&A expenses during 2014 increased $39.4 million including a decrease of $4.6 million from movements in foreign exchangecompared to 2013. Excluding the impact of foreign exchange movements, consolidated SG&A expenses increased $44.0 million. Our iHM SG&A expensesincreased $31.9 million primarily due to higher compensation expense, including commissions. SG&A expenses decreased $9.8 million in our Americasoutdoor segment including a decrease of $1.9 million from movements in foreign exchange compared to 2013. Excluding the impact of foreign exchangemovements, SG&A expenses in our Americas outdoor segment decreased $7.9 million primarily due to lower commission expense in connection with lowerrevenues and property tax refunds. Our International outdoor SG&A expenses increased $14.8 million compared to 2013, including a $2.7 million decreasedue to the effects of movements in foreign exchange. Excluding the impact of foreign exchange movements, SG&A expenses in our International outdoorsegment increased $17.5 million primarily due to higher compensation expense, including commissions, in connection with higher revenues, as well ashigher litigation expenses. Corporate ExpensesCorporate expenses increased $6.8 million compared to 2013 primarily due to increased employee benefits costs, higher strategic revenue andefficiency costs and higher compensation expenses related to our variable compensation plans, partially offset by an $8.5 million credit for the realization ofan insurance recovery related to litigation filed by stockholders of CCOH and lower legal costs related to this litigation. Revenue and Efficiency InitiativesIncluded in the amounts for direct operating expenses, SG&A and corporate expenses discussed above are expenses of $70.6 million incurred inconnection with our strategic revenue and efficiency initiatives. The costs were incurred to improve revenue growth, enhance yield, reduce costs, andorganize each business to maximize performance and profitability. These costs consist primarily of consolidation of locations and positions, severancerelated to workforce initiatives, consulting expenses, and other costs incurred in connection with streamlining our businesses. Of the strategic revenue and efficiency costs, $13.0 million are reported within direct operating expenses, $23.6 million are reported within SG&Aand $34.0 million are reported within corporate expense. In 2013, such costs totaled $15.1 million, $22.3 million, and $20.5 million, respectively. Depreciation and AmortizationDepreciation and amortization decreased $19.9 million during 2014 compared to 2013, primarily due to intangible assets becoming fully amortized. Impairment ChargesWe performed our annual impairment tests as of October 1, 2014 and 2013 on our goodwill, FCC licenses, billboard permits, and other intangibleassets. In addition, we test for impairment of property, plant and equipment whenever events and circumstances indicate that depreciable assets might beimpaired. As a result of these impairment tests, we recorded impairment charges of $24.2 million and $17.0 million during 2014 and 2013, respectively. During 2014, we recognized a $15.7 impairment charge related to FCC licenses in eight markets due to changes in the discount rates and weight-average costof capital for those markets. During 2013, we recognized a $10.7 million goodwill impairment charge in our International outdoor segment related to adecline in the estimated fair value of one market. Please see Note 2 to the consolidated financial statements included in Item 8 of Part II of this AnnualReport on Form 10-K for a further description of the impairment charges. Other Operating Income, NetOther operating income of $40.0 million in 2014 primarily related to a non-cash gain of $43.5 million recognized on the sale of non-core radiostations in exchange for a portfolio of 29 stations in five markets. Other operating income of $23.0 million in 2013 primarily related to the gain on the sale of certain outdoor assets in our Americas outdoor segment. Interest ExpenseInterest expense increased $92.1 million during 2014 compared to 2013 primarily due to the weighted average cost of debt increasing as a result ofdebt refinancing transactions that occurred since 2013. Please refer to “Sources of Capital” for additional discussion of debt issuances and exchanges. Ourweighted average cost of debt during 2014 and 2013 was 8.1% and 7.6%, respectively.43 Gain on Marketable SecuritiesThe gain on marketable securities of $130.9 million during 2013 resulted from the sale of the shares we held in Sirius XM Radio, Inc. Equity in Loss of Nonconsolidated AffiliatesEquity in loss of nonconsolidated affiliates of $9.4 million for 2014 primarily related to the $4.5 million gain on the sale of our 50% interest inBuspak in the third quarter, offset by the first quarter 2014 sale of our 50% interest in Australian Radio Network Pty Ltd (“ARN”), which included a loss onthe sale of $2.4 million and $11.5 million of foreign exchange losses that were reclassified from accumulated other comprehensive income at the date of thesale. Equity in loss of nonconsolidated affiliates of $77.7 million for 2013 primarily included the loss from our investments in Australia Radio Networkand New Zealand Radio Network. On February 18, 2014, a subsidiary of the Company sold its 50% interest in ARN. As of December 31, 2013 the bookvalue of our investment in ARN exceeded the estimated selling price. Accordingly, we recorded an impairment charge of $95.4 million during the fourthquarter of 2013 to write down the investment to its estimated fair value. Loss on Extinguishment of DebtDuring the fourth quarter of 2014, CC Finco repurchased $57.1 million aggregate principal amount of iHeartCommunications’ 5.5% Senior Notesdue 2016 and $120.0 million aggregate principal amount of iHeartCommunications’ 10.0% Senior Notes due 2018 for a total of $159.3 million, includingaccrued interest, through open market purchases. In connection with these transactions, we recognized a net gain of $12.9 million. In September 2014, iHeartCommunications prepaid $974.9 million of the loans outstanding under its Term Loan B facility and $16.1 million of theloans outstanding under its Term Loan C-asset sale facility. In connection with these transactions, we recognized a loss of $4.8 million. During June 2014, iHeartCommunications redeemed $567.1 million aggregate principal amount of its outstanding 5.5% Senior Notes due 2014 and$241.0 million aggregate principal amount of its outstanding 4.9% Senior Notes due 2015. In connection with these transactions, we recognized a loss of$47.5 million. During the first quarter of 2014, CC Finco repurchased $52.9 million aggregate principal amount of iHeartCommunications’ outstanding 5.5%Senior Notes due 2014 and $9.0 million aggregate principal amount of iHeartCommunications’ outstanding 4.9% Senior Notes due 2015 for a total of $63.1million, including accrued interest, through open market purchases. In connection with these transactions, we recognized a loss of $3.9 million. During 2013, we recognized a loss of $84.0 million due to a debt exchange related to iHeartCommunications’ 10.75% Senior Cash Pay Notes due2016 and 11.00%/11.75% Senior Toggle Notes due 2016 into 14.0% Senior Notes due 2021. In addition, we recognized a loss of $3.9 million due to thewrite-off of deferred loan costs in connection with the prepayment of Term Loan A of iHeartCommunications’ senior secured credit facilities. Other Income (Expense), NetOther income of $9.1 million for 2014 primarily related to gains on foreign exchange transactions. In connection with the June 2013 exchange offer of a portion of 10.75% Senior Cash Pay Notes due 2016 and 11.00%/11.75% Senior Toggle Notesdue 2016 for newly-issued 14.0% Senior Notes due 2021 and in connection with the senior secured credit facility amendments discussed elsewhere in theMD&A, all of which were accounted for as modifications of existing debt, we incurred expenses of $23.6 million partially offset by $1.8 million in foreignexchange gains on short-term intercompany accounts. Income Tax BenefitThe effective tax rate for the year ended December 31, 2014 was (8.3%) as compared to 17.3% for the year ended December 31, 2013. The effectivetax rate for 2014 was impacted by the $339.8 million valuation allowance recorded against the Company’s current period federal and state net operatinglosses due to the uncertainty of the ability to utilize those losses in future periods. This expense was partially offset by $28.9 million in net tax benefitsassociated with a decrease in unrecognized tax benefits resulting from the expiration of statutes of limitations to assess taxes in the United Kingdom andseveral state jurisdictions. 44 The effective tax rate for the year ended December 31, 2013 was 17.3% and was primarily impacted by the $143.5 million valuation allowancerecorded during the period as additional deferred tax expense. The valuation allowance was recorded against a portion of the U.S. Federal and State netoperating losses due to the uncertainty of the ability to utilize those losses in future periods. This expense was partially offset by tax benefits recorded duringthe period due to the settlement of our U.S. Federal and certain State tax examinations during the year. Pursuant to the settlements, we recorded a reduction toincome tax expense of approximately $20.2 million to reflect the net tax benefits of the settlements. iHM Results of Operations Our iHM operating results were as follows: (In thousands)Years Ended December 31, % 2014 2013 ChangeRevenue$ 3,161,503 $ 3,131,595 1%Direct operating expenses 932,172 955,767 (2%)SG&A expenses 1,014,432 982,514 3%Depreciation and amortization 240,868 262,136 (8%)Operating income$ 974,031 $ 931,178 5% iHM revenue increased $29.9 million during 2014 compared to 2013 driven primarily by political advertising, our traffic and weather business andthe impact of strategic sales initiatives, and higher core national broadcast revenues, including events and digital revenue. Digital streaming revenue washigher for the year as a result of increased advertising on our iHeartRadio platform. Partially offsetting these increases was a decrease in core local broadcastradio and syndication revenues. Direct operating expenses decreased $23.6 million during 2014, primarily resulting from lower costs in our national syndication business partiallyoffset by higher programming and content costs, including sports programming and music license and performance royalties. SG&A expenses increased$31.9 million during 2014 primarily due to higher compensation expense, including commissions. Strategic revenue and efficiency costs included in SG&Aexpenses increased $4.4 million compared to 2013. Depreciation and amortization decreased $21.3 million, primarily due to intangible assets becoming fully amortized. Americas Outdoor Advertising Results of Operations Our Americas outdoor advertising operating results were as follows: (In thousands)Years Ended December 31, % 2014 2013 ChangeRevenue$ 1,350,623 $ 1,385,757 (3%)Direct operating expenses 605,771 610,750 (1%)SG&A expenses 233,641 243,456 (4%)Depreciation and amortization 203,928 206,031 (1%)Operating income$ 307,283 $ 325,520 (6%) Our Americas outdoor revenue decreased $35.1 million compared to 2013, including negative movements in foreign exchange of $9.4 million.Excluding the impact of foreign exchange movements, Americas outdoor revenue decreased $25.7 million driven primarily by lower spending by nationalaccounts and the nonrenewal of certain airport contracts. Revenues were also lower in our Los Angeles market as a result of the impact of litigation asdiscussed further in Item 3 of Part I of this Annual Report on Form 10-K. Direct operating expenses decreased $5.0 million compared to 2013, including a decrease of $6.0 million from movements in foreign exchange.Excluding the impact of foreign exchange movements, direct operating expenses in our Americas outdoor segment increased $1.0 million. SG&A expensesdecreased $9.8 million compared to 2013, including a decrease of $1.9 million from movements in foreign exchange. Excluding the impact of foreignexchange movements, SG&A expenses in our Americas outdoor45 segment decreased $7.9 million primarily due to lower commission expense in connection with lower revenues and property tax refunds. International Outdoor Advertising Results of Operations Our International outdoor operating results were as follows: (In thousands)Years Ended December 31, % 2014 2013 ChangeRevenue$ 1,610,636 $ 1,560,433 3%Direct operating expenses 991,117 983,978 1%SG&A expenses 314,878 300,116 5%Depreciation and amortization 198,143 194,493 2%Operating income$ 106,498 $ 81,846 30% International outdoor revenue increased $50.2 million compared to 2013, including a decrease of $13.3 million from movements in foreignexchange. Excluding the impact of foreign exchange movements, revenues increased $63.5 million primarily driven by revenue growth in Europe includingItaly, due to a new contract for the Rome airports, as well as Sweden, France, and the UK. Revenue in emerging markets also increased, particularly in Chinaprimarily as a result of new contracts. Direct operating expenses increased $7.1 million compared to 2013, including a decrease of $5.9 million from movements in foreign exchange.Excluding the impact of movements in foreign exchange, direct operating expenses increased $13.0 million primarily as a result of higher variable costsassociated with new contracts, including the Rome airports contract in Italy. SG&A expenses increased $14.8 million compared to 2013, including a decreaseof $2.7 million from movements in foreign exchange. Excluding the impact of movements in foreign exchange, SG&A expenses increased $17.5 millionprimarily due to higher compensation expense, including commissions, in connection with higher revenues, as well as higher litigation expenses. Depreciation and amortization increased $3.7 million, primarily due to purchases of property, plant, & equipment. Reconciliation of Segment Operating Income to Consolidated Operating Income (In thousands)Years Ended December 31, 2015 2014 2013iHM$ 1,005,437 $ 974,031 $ 931,178 Americas outdoor advertising 313,871 307,283 325,520 International outdoor advertising 95,353 106,498 81,846 Other 14,765 32,676 (1,399) Impairment charges (21,631) (24,176) (16,970) Other operating income, net 94,001 40,031 22,998 Corporate expense (1) (352,365) (354,757) (342,391) Consolidated operating income$ 1,149,431 $ 1,081,586 $ 1,000,782 (1) Corporate expenses include expenses related to iHM, Americas outdoor, International outdoor and our Other category, as well as overall executive,administrative and support functions. Share-Based Compensation ExpenseShare-based compensation expenses are recorded in corporate expenses and were $10.9 million, $10.7 million and $16.7 million for the years endedDecember 31, 2015, 2014 and 2013, respectively.As of December 31, 2015, there was $26.5 million of unrecognized compensation cost, net of estimated forfeitures, related to unvested share-basedcompensation arrangements that will vest based on service conditions. This cost is expected to be recognized over a weighted average period ofapproximately three years. In addition, as of December 31, 2015, there was $25.7 million of unrecognized compensation cost, net of estimated forfeitures,related to unvested share-based compensation arrangements that will46 vest based on market, performance and service conditions. This cost will be recognized when it becomes probable that the performance condition will besatisfied. LIQUIDITY AND CAPITAL RESOURCESCash Flows The following discussion highlights cash flow activities during the years ended December 31, 2015, 2014 and 2013: (In thousands)Years Ended December 31, 2015 2014 2013Cash provided by (used for): Operating activities$ (77,304) $ 245,116 $ 212,872 Investing activities$ 30,234 $ (88,682) $ (133,365) Financing activities$ 377,410 $ (398,001) $ (595,882) Operating Activities2015Cash used for operating activities was $77.3 million in 2015 compared to $245.1 million of cash provided from operating activities in 2014. Ourconsolidated net loss in 2015 and 2014 included non-cash items of $700.7 million and $877.5 million, respectively. Non-cash items affecting our net lossinclude impairment charges, depreciation and amortization, deferred taxes, provision for doubtful accounts, amortization of deferred financing charges andnote discounts, net, share-based compensation, gain on disposal of operating and fixed assets, gain on marketable securities, equity in (earnings) loss ofnonconsolidated affiliates, loss on extinguishment of debt, and other reconciling items, net as presented on the face of the consolidated statement of cashflows. The increase in cash used for operating activities is primarily attributed to an increase of $146.1 million of cash interest payments in 2015 comparedto 2014, as well as changes in working capital balances, particularly accounts receivable, which were driven primarily by an increase in revenues and slowercollections, as well as prepaid and other current assets. Cash paid for interest was higher in 2015 compared to the prior year due to the timing of accruedinterest payments and higher interest rates as a result of refinancing transactions. 2014Cash provided by operating activities in 2014 was $245.1 million compared to $212.9 million of cash provided in 2013. Our consolidated net lossincluded $877.5 million of non-cash items in 2014. Our consolidated net loss in 2013 included $782.5 million of non-cash items. Non-cash items affectingour net loss include impairment charges, depreciation and amortization, deferred taxes, provision for doubtful accounts, amortization of deferred financingcharges and note discounts, net, share-based compensation, gain on disposal of operating and fixed assets, gain on marketable securities, equity in (earnings)loss of nonconsolidated affiliates, loss on extinguishment of debt, and other reconciling items, net as presented on the face of the consolidated statement ofcash flows. Cash paid for interest was $2.6 million lower in 2014 compared to the prior year due to the timing of accrued interest payments from refinancingtransactions. 2013Cash provided by operating activities in 2013 was $212.9 million compared to $485.1 million of cash provided in 2012. Our consolidated net lossincluded $782.5 million of non-cash items in 2013. Our consolidated net loss in 2012 included $873.5 million of non-cash items. Non-cash items affectingour net loss include impairment charges, depreciation and amortization, deferred taxes, provision for doubtful accounts, amortization of deferred financingcharges and note discounts, net, share-based compensation, gain on disposal of operating and fixed assets, gain on marketable securities, equity in loss ofnonconsolidated affiliates, loss on extinguishment of debt, and other reconciling items, net as presented on the face of the consolidated statement of cashflows. Cash paid for interest was $162.1 million higher in 2013 compared to the prior year due to the timing of accrued interest with the issuance of CCWH’sSubordinated Notes during the first quarter of 2012 and iHeartCommunications’ 9.0% Priority Guarantee Notes due 2019 during the fourth quarter of 2012. 47 Investing Activities2015Cash provided by investing activities of $30.2 million in 2015 primarily reflected proceeds of $369.9 million from the sale of broadcasting towersand related property and equipment, as well as proceeds of $34.3 million from the sale of our San Antonio office buildings, partially offset by closing costsincurred in relation to the sale of broadcasting towers of $10.0 million. We are leasing back a portion of the radio towers and related property and equipment,as well as the San Antonio office buildings, under long-term operating leases. Those sale proceeds were partially offset by $296.4 million used for capitalexpenditures and $85.8 million used to purchase businesses, investments and other operating assets. We spent $59.0 million for capital expenditures in ouriHM segment primarily related to leasehold improvements and IT infrastructure, $82.2 million in our Americas outdoor segment primarily related to theconstruction of new advertising structures such as digital displays, $132.6 million in our International outdoor segment primarily related to street furnitureadvertising and digital billboard structures, $6.8 million in our Other category and $15.8 million by Corporate primarily related to equipment and software. 2014Cash used for investing activities of $88.7 million in 2014 primarily reflected capital expenditures of $318.2 million, partially offset by proceeds of$236.6 million primarily from the sale of our 50% interest in ARN and the sale of our 50% interest in Buspak. We spent $50.4 million for capitalexpenditures in our iHM segment primarily related to leasehold improvements and IT infrastructure, $97.0 million in our Americas outdoor segmentprimarily related to the construction of new advertising structures such as digital displays, $130.2 million in our International outdoor segment primarilyrelated to billboard and street furniture advertising structures, $5.7 million in our Other category, and $34.9 million by Corporate primarily related toequipment and software. 2013Cash used for investing activities of $133.4 million during 2013 reflected our capital expenditures of $324.5 million as well as proceeds from thesale of our shares of Sirius XM Radio, Inc. of $135.6 million. We spent $75.7 million for capital expenditures in our iHM segment primarily related toleasehold improvements, $89.0 million in our Americas outdoor segment primarily related to the construction of new advertising structures such as digitaldisplays, $108.6 million in our International outdoor segment primarily related to new advertising structures such as billboards and street furniture andrenewals of existing contracts, $9.9 million in our Other category related to our national representation business, and $41.3 million by Corporate primarilyrelated to equipment and software. Other cash provided by investing activities were $81.6 million of proceeds from sales of other operating and fixed assets. Financing Activities2015Cash provided by financing activities of $377.4 million in 2015 primarily resulted from net draws under iHeartCommunications’ receivables basedcredit facility of $230.0 million, the net effect of the proceeds from the issuance of $950.0 million of 10.625% Priority Guarantee Notes due 2023 andproceeds from the issuance by CCIBV of $225.0 million of 8.75% Senior Notes due 2020, offset by the prepayment at par of $916.1 million of the loansoutstanding under our Term Loan B facility, $15.2 million of the loans outstanding under our Term Loan C-asset sale facility and cash paid of $42.6 millionto purchase CCOH’s Class A common stock. 2014Cash used for financing activities of $398.0 million in 2014 primarily reflected payments on long-term debt and the payment by CCOH of adividend to CCOH shareholders, partially offset by proceeds from the issuance of long-term debt. iHeartCommunications received cash proceeds from theissuance by CCU Escrow Corporation of 10% Senior Notes due 2018 ($850.0 million in aggregate principal amount), the sale by a subsidiary ofiHeartCommunications of 14% Senior Notes due 2021 to private purchasers ($227.0 million in aggregate principal amount) and the issuance to privatepurchasers of 9% Priority Guarantee Notes due 2022 ($1,000.0 million in aggregate principal amount). This was partially offset by the redemption of $567.1million principal amount outstanding of iHeartCommunications’ 5.5% Senior Notes due 2014 (including $158.5 million principal amount of the notes heldby a subsidiary of the Company) and $241.0 million principal amount outstanding of iHeartCommunications’ 4.9% Senior Notes due 2015, the repaymentof the full $247.0 million principal amount outstanding under iHeartCommunications’ receivables-based credit facility, and the prepayment of $974.9million aggregate principal amount of the Term B facility due 2016 and $16.1 million aggregate principal amount of the Term loan C facility due 2016. Inaddition, during 2014, CC Finco repurchased $239.0 million aggregate principal amount of notes, for a total purchase price of $222.4 million, includingaccrued interest. 48 2013Cash used for financing activities of $595.9 million in 2013 primarily reflected payments on long-term debt. iHeartCommunications repaid its5.75% senior notes at maturity for $312.1 million (net of $187.9 million principal amount held by and repaid to a subsidiary of iHeartCommunications)using cash on hand. iHeartCommunications prepaid $846.9 million outstanding under its Term Loan A under its senior secured credit facilities using theproceeds from the issuance of iHeartCommunications’ 11.25% Priority Guarantee Notes, borrowings under its receivables based credit facility, and cash onhand. Other cash used for financing activities included payments to holders of 10.75% Senior Cash Pay Notes due 2016 and 11.00%/11.75% Senior ToggleNotes due 2016 in connection with exchange offers in June 2013 of $32.5 million and in December 2013 of $22.7 million, payment of an applicable highyield discount obligation to holders of 11.00%/11.75% Senior Toggle Notes due 2016 in August 2013 of $25.3 million, payments to repurchasenoncontrolling interests of $61.1 million and $91.9 million in payments for dividends and other payments to noncontrolling interests. Anticipated Cash Requirements Our primary sources of liquidity are cash on hand, cash flow from operations and borrowing capacity under iHeartCommunications’ domesticreceivables based credit facility, subject to certain limitations contained in iHeartCommunications’ material financing agreements. As of December 31,2015, we had $772.7 million of cash on our balance sheet, including $186.1 million of cash held outside the U.S. by our subsidiaries, a portion of whichis held by non-wholly owned subsidiaries or is otherwise subject to certain restrictions and not readily accessible to us. As disclosed in Item 8, Note 1,Summary of Significant Accounting Policies, it is our policy to permanently reinvest the earnings of our non-U.S. subsidiaries as these earnings aregenerally redeployed in those jurisdictions for operating needs and continued functioning of their businesses. We have the ability and intent toindefinitely reinvest the undistributed earnings of consolidated subsidiaries based outside of the United States. If any excess cash held by our foreignsubsidiaries were needed to fund operations in the United States, we could presently repatriate available funds without a requirement to accrue or payU.S. taxes. This is a result of significant deficits, as calculated for tax law purposes, in our foreign earnings and profits, which gives us flexibility to makefuture cash distributions as non-taxable returns of capital. As of December 31, 2015, we had a borrowing base of $459.7 million underiHeartCommunications’ receivables based credit facility, had $230.0 million of outstanding borrowings and had $43.9 million of outstanding letters ofcredit, resulting in $185.8 million of excess availability. However, any incremental borrowings under iHeartCommunications’ receivables based creditfacility may be further limited by the terms contained in iHeartCommunications’ material financing agreements. We drew a net aggregate of $230.0million under the receivables based credit facility in 2015 to fund working capital needs, capital expenditures and interest payment obligations. Since the beginning of 2015, we successfully completed several transactions that had a positive impact on our liquidity. In March, 2015, wecompleted the sale-leaseback of our office buildings in San Antonio, Texas, for cash proceeds of $34.3 million. In April and July of 2015, we completedthe sale-leaseback of certain of our broadcast communications towers for aggregate cash proceeds of $369.9 million. On December 16, 2015, CCIBV, anindirect subsidiary of the Company and of CCOH, issued $225.0 million in aggregate principal amount of 8.75% Senior Notes due 2020, the proceeds ofwhich were used to fund a dividend by CCOH paid on January 7, 2016. We received $196.3 million of the dividend through three of our wholly-ownedsubsidiaries. In the first quarter of 2016, CCOH sold its outdoor business in nine non-strategic outdoor markets for an aggregate purchase price ofapproximately $602.0 million in cash and certain advertising assets in Florida (the “Outdoor Transactions”). A portion of the proceeds of the OutdoorTransactions, together with the proceeds of a concurrent $300.0 million repayment under the revolving promissory note issued byiHeartCommunications to CCOH, were used to fund a dividend by CCOH of $540.0 million paid on February 4, 2016. We received $486.5 million ofthe dividend proceeds ($186.5 million net of iHeartCommunications’ repayment of the Revolving Promissory Note) through three of our wholly-ownedsubsidiaries. We have used, and intend to use, the proceeds of these transactions to fund working capital needs, interest payment obligations and othergeneral corporate purposes. These transactions improved our liquidity position, but our annual lease payment and annual cash interest paymentobligations increased as a result. Our primary uses of liquidity are to fund our working capital, debt service, capital expenditures and other obligations. Our ability to fund ourworking capital, debt service, capital expenditures and other obligations, and to comply with the financial covenants under iHeartCommunications’financing agreements, depends on our future operating performance, cash flows from operations and our ability to continue to refinance our debtobligations and generate cash from additional liquidity-generating transactions, which are in turn subject to prevailing economic conditions and otherfactors, many of which are beyond our control. At December 31, 2015, we had debt maturities totaling $197.3 million, $238.4 million and $939.1million in 2016, 2017 and 2018, respectively. A significant amount of our cash requirements are for debt service obligations, which increased as a resultof our financing transactions during 2015 and 2014. We anticipate having approximately $1.8 billion of cash interest payment obligations in 2016,compared to $1.7 billion of cash interest payments in 2015. Our increased interest payment obligations will49 reduce our liquidity over time, which could in turn reduce our financial flexibility and make us more vulnerable to changes in operating performanceand economic downturns generally, and could negatively affect iHeartCommunications’ ability to obtain additional financing in the future. Our futuresuccess will depend on our ability to improve our operating performance, address our significant annual cash interest obligations and continue torefinance our outstanding debt. An important aspect of our business strategy is to continue to refinance our outstanding debt in advance of upcoming maturities. If our futureoperating performance does not meet our expectations or our plans materially change in an adverse manner or prove to be materially inaccurate, we maynot be able to refinance the debt as currently contemplated. Our ability to refinance the debt will depend on the conditions of the capital markets andour financial condition at the time. There can be no assurance that refinancing alternatives will be available on terms acceptable to us or at all. Even ifrefinancing alternatives are available to us, we may not find them suitable or at comparable interest rates to the indebtedness being refinanced, and ourannual cash interest payment obligations could increase further. In addition, the terms of our existing or future debt agreements may restrict us fromsecuring a refinancing on terms that are available to us at that time. If we are unable to continue to obtain sources of refinancing or generate sufficientcash through liquidity-generating transactions, we could face substantial liquidity problems, which could have a material adverse effect on our financialcondition and on our ability to meet iHeartCommunications’ obligations. We frequently evaluate strategic opportunities both within and outside our existing lines of business. We expect from time to time to pursueacquisitions or dispositions, which could be material. iHeartCommunications’ and iHeartCommunications’ subsidiaries’ significant amount ofindebtedness may limit our ability to pursue acquisitions or dispositions. The terms of our existing or future debt agreements may also restrict our abilityto engage in these transactions. Based on our current and anticipated levels of operations and conditions in our markets, we believe that cash on hand, cash flow fromoperations and borrowing capacity under iHeartCommunications’ receivables based credit facility will enable us to meet our working capital, capitalexpenditure, debt service and other funding requirements for at least the next 12 months. Significant assumptions underlie this belief, including, amongother things, that we will continue to be successful in implementing our business strategy and that there will be no material adverse developments in ourbusiness, liquidity or capital requirements. We cannot assure you that this will be the case. If our future cash flows from operations and other financingsources are insufficient to pay our debt obligations as they mature or to fund our liquidity needs, we may be forced to reduce or delay our businessactivities and capital expenditures, sell material assets, seek additional capital or refinance iHeartCommunications’ and iHeartCommunications’subsidiaries’ debt. We cannot assure you that we would be able to accomplish any of these alternatives on a timely basis or on satisfactory terms, if at all. We were in compliance with the covenants contained in iHeartCommunications’ material financing agreements as of December 31, 2015,including the maximum consolidated senior secured net debt to consolidated EBITDA limitation contained in iHeartCommunications’ senior securedcredit facilities. We believe our long-term plans, which include promoting spending in our industries and capitalizing on our diverse geographic andproduct opportunities, including the continued investment in our media and entertainment initiatives and continued deployment of digital displays, willenable us to generate cash flows from operations, together with cash on hand, sufficient to meet our liquidity and funding requirements long term. However, our anticipated results are subject to significant uncertainty and there can be no assurance that we will be able to maintain compliance withthese covenants. In addition, our ability to comply with these covenants may be affected by events beyond our control, including prevailing economic,financial and industry conditions. The breach of any covenants set forth in iHeartCommunications’ financing agreements would result in a defaultthereunder. An event of default would permit the lenders under a defaulted financing agreement to declare all indebtedness thereunder to be due andpayable prior to maturity. Moreover, the lenders under the receivables based credit facility under iHeartCommunications’ senior secured credit facilitieswould have the option to terminate their commitments to make further extensions of credit thereunder. If we are unable to repay iHeartCommunications’obligations under any secured credit facility, the lenders could proceed against any assets that were pledged to secure such facility. In addition, a defaultor acceleration under any of iHeartCommunications’ material financing agreements could cause a default under other of our obligations that are subjectto cross-default and cross-acceleration provisions. The threshold amount for a cross-default under the senior secured credit facilities is $100.0 million. 50 Sources of Capital As of December 31, 2015 and 2014, we had the following debt outstanding, net of cash and cash equivalents: December 31,(In millions)2015 2014Senior Secured Credit Facilities: Term Loan B Facility Due 2016 - 916.1 Term Loan C - Asset Sale Facility Due 2016 - 15.2 Term Loan D Facility Due 2019 5,000.0 5,000.0 Term Loan E Facility Due 2019 1,300.0 1,300.0 Receivables Based Credit Facility Due 2017 (1) 230.0 - 9.0% Priority Guarantee Notes Due 2019 1,999.8 1,999.8 9.0% Priority Guarantee Notes Due 2021 1,750.0 1,750.0 11.25% Priority Guarantee Notes Due 2021 575.0 575.0 9.0% Priority Guarantee Notes Due 2022 1,000.0 1,000.0 10.625% Priority Guarantee Notes Due 2023 950.0 - Subsidiary Revolving Credit Facility due 2018(2) - - Other Secured Subsidiary Debt 25.2 19.2 Total Secured Debt 12,830.0 12,575.3 14.0% Senior Notes Due 2021 1,695.1 1,661.7 iHeartCommunications Legacy Notes: 5.5% Senior Notes Due 2016 192.9 192.9 6.875% Senior Notes Due 2018 175.0 175.0 7.25% Senior Notes Due 2027 300.0 300.0 10.0% Senior Notes Due 2018 730.0 730.0 Subsidiary Senior Notes: 6.5% Series A Senior Notes Due 2022 735.8 735.8 6.5% Series B Senior Notes Due 2022 1,989.2 1,989.2 Subsidiary Senior Subordinated Notes: 7.625% Series A Senior Notes Due 2020 275.0 275.0 7.625% Series B Senior Notes Due 2020 1,925.0 1,925.0 Subsidiary 8.75% Senior Notes due 2020 225.0 - Other Subsidiary Debt 0.2 1.0 Purchase accounting adjustments and original issue discount (204.6) (234.9) Total Debt 20,868.6 20,326.0 Less: Cash and cash equivalents 772.7 457.0 $ 20,095.9 $ 19,869.0 (1)The receivables based credit facility provides for borrowings of up to the lesser of $535.0 million (the revolving credit commitment) or the borrowingbase amount, as defined under the receivables based credit facility, subject to certain limitations contained in iHeartCommunications’ material financingagreements.(2)The subsidiary revolving credit facility provides for borrowings of up to $75.0 million (the revolving credit commitment). Our subsidiaries have from time to time repurchased certain debt obligations of iHeartCommunications and our equity securities and equitysecurities outstanding of CCOH, and may in the future, as part of various financing and investment strategies, purchase additional outstanding indebtednessof iHeartCommunications or its subsidiaries or our outstanding equity securities or outstanding equity securities of CCOH, in tender offers, open marketpurchases, privately negotiated transactions or otherwise. We or our subsidiaries may also sell certain assets, securities, or properties. These purchases or sales,if any, could have a material positive or negative impact on our liquidity available to repay outstanding debt obligations or on our consolidated results ofoperations. These transactions could also require or result in amendments to the agreements governing outstanding debt obligations or changes in ourleverage or other financial ratios, which could have a material positive or negative impact on our ability to comply with the covenants51 contained in iHeartCommunications’ debt agreements. These transactions, if any, will depend on prevailing market conditions, our liquidity requirements,contractual restrictions and other factors. The amounts involved may be material. Senior Secured Credit FacilitiesAs of December 31, 2015, iHeartCommunications had a total of $6,300.0 million outstanding under its senior secured credit facilities, consisting of: · a $5.0 billion Term Loan D, which matures on January 30, 2019; and· a $1.3 billion Term Loan E, which matures on July 30, 2019. iHeartCommunications may raise incremental Term Loans of up to (a) $1.5 billion, plus (b) the excess, if any, of (x) 0.65 times pro formaconsolidated EBITDA (as calculated in the manner provided in the senior secured credit facilities documentation), over (y) $1.5 billion, plus (c) the aggregateamount of certain principal prepayments made in respect of the Term Loans under the senior secured credit facilities. Availability of such incremental TermLoans is subject, among other things, to the absence of any default, pro forma compliance with the financial covenant and the receipt of commitments byexisting or additional financial institutions. iHeartCommunications is the primary borrower under the senior secured credit facilities, except that certain of its domestic restricted subsidiaries areco-borrowers under a portion of the Term Loan facilities. Interest Rate and FeesBorrowings under iHeartCommunications’ senior secured credit facilities bear interest at a rate equal to an applicable margin plus, atiHeartCommunications’ option, either (i) a base rate determined by reference to the higher of (A) the prime lending rate publicly announced by theadministrative agent or (B) the Federal funds effective rate from time to time plus 0.50%, or (ii) a Eurocurrency rate determined by reference to the costs offunds for deposits for the interest period relevant to such borrowing adjusted for certain additional costs. The margin percentages applicable to the Term Loan facilities are the following percentages per annum: · With respect to loans under the Term Loan D, (i) 5.75% in the case of base rate loans and (ii) 6.75% in the case of Eurocurrency rate loans; and· with respect to loans under the Term Loan E, (i) 6.50% in the case of base rate loans and (ii) 7.50% in the case of Eurocurrency rate loans. The margin percentages are subject to adjustment based upon iHeartCommunications’ leverage ratio. PrepaymentsThe senior secured credit facilities require iHeartCommunications to prepay outstanding Term Loans, subject to certain exceptions, with: • 50% (which percentage may be reduced to 25% and to 0% based upon iHeartCommunications’ leverage ratio) of iHeartCommunications’annual excess cash flow (as calculated in accordance with the senior secured credit facilities), less any voluntary prepayments of Term Loansand subject to customary credits;• 100% of the net cash proceeds of sales or other dispositions of specified assets being marketed for sale (including casualty and condemnationevents), subject to certain exceptions;• 100% (which percentage may be reduced to 75% and 50% based upon iHeartCommunications’ leverage ratio) of the net cash proceeds of salesor other dispositions by iHeartCommunications or its wholly-owned restricted subsidiaries of assets other than specified assets being marketedfor sale, subject to reinvestment rights and certain other exceptions;• 100% of the net cash proceeds of (i) any incurrence of certain debt, other than debt permitted under iHeartCommunications’ senior securedcredit facilities, (ii) certain securitization financing (iii) certain issuances of Permitted Additional Notes (as defined in the senior secured creditfacilities) and (iv) certain issuances of Permitted Unsecured Notes and Permitted Senior Secured Notes (as defined in the senior secured creditfacilities); and• Net cash proceeds received by iHeartCommunications as dividends or distributions from indebtedness incurred at CCOH provided that theConsolidated Leverage Ratio of CCOH is no greater than 7.00 to 1.00. 52 The foregoing prepayments will be applied at iHeartCommunications’ option to the Term Loans (on a pro rata basis) in one of the following cases:(i) first to outstanding Term Loan D and second to outstanding Term Loan E, (ii) first to outstanding Term Loan E and second to outstanding Term Loan D or(iii) ratably to outstanding Term Loan D and Term Loan E. iHeartCommunications may voluntarily repay outstanding loans under the senior secured credit facilities at any time without premium or penalty,other than customary “breakage” costs with respect to Eurocurrency rate loans. Amendments and RepaymentsOn October 25, 2012, iHeartCommunications amended the terms of its senior secured credit facilities (the “Amendments”). The Amendments,among other things: (i) permit exchange offers of Term Loans for new debt securities in an aggregate principal amount of up to $5.0 billion (including the$2.0 billion of 9.0% priority guarantee notes due 2019 issued in October 2012); (ii) provide iHeartCommunications with greater flexibility to prepaytranche A Term Loans; (iii) following the repayment or extension of all tranche A Term Loans, permit below par non-pro rata purchases of Term Loanspursuant to customary Dutch auction procedures whereby all lenders of the class of Term Loans offered to be purchased will be offered an opportunity toparticipate; (iv) following the repayment or extension of all tranche A Term Loans, permit the repurchase of junior debt maturing before January 2016 withcash on hand in an amount not to exceed $200.0 million; (v) combine the Term Loan B, the delayed draw Term Loan 1 and the delayed draw Term Loan 2under the senior secured credit facilities; (vi) preserve revolving credit facility capacity in the event iHeartCommunications repays all amounts outstandingunder the revolving credit facility; and (vii) eliminate certain restrictions on the ability of CCOH and its subsidiaries to incur debt. On October 31, 2012,iHeartCommunications repaid and permanently cancelled the commitments under its revolving credit facility, which was set to mature in July 2014. On February 28, 2013, iHeartCommunications repaid all $846.9 million of loans outstanding under its Term Loan A facility. On May 31, 2013, iHeartCommunications further amended the terms of its senior secured credit facilities by extending a portion of Term Loan B andTerm Loan C loans due 2016 through the creation of a new $5.0 billion Term Loan D due January 30, 2019. The amendment also permittediHeartCommunications to make applicable high yield discount obligation catch-up payments beginning after May 2018 with respect to the new TermLoan D and beginning in June 2018 with respect to the 14.0% Senior Notes due 2021, which were issued in connection with the exchange of a portion of theSenior Cash Pay Notes and Senior Toggle Notes. In connection with the December 2013 refinancing discussed later, iHeartCommunications further amended the terms of its senior secured creditfacilities on December 18, 2013, to extend a portion of the Term Loan B and Term Loan C due 2016 through the creation of a new $1.3 billion Term Loan Edue July 30, 2019. On September 10, 2014, iHeartCommunications prepaid at par $729.0 million of the loans outstanding under its 9% Term Loan B facility and $12.1million of the loans outstanding under its Term Loan C-asset sale facility, using the net proceeds of the 2022 Priority Guarantee Notes due 2022 issued onsuch date. On September 29, 2014, iHeartCommunications prepaid at par $245.9 million of the loans outstanding under its 9% Term Loan B facility and $4.1million of the loans outstanding under its Term Loan C-asset sale facility, using the net proceeds of the 2022 Priority Guarantee Notes due 2022 issued onsuch date. On February 26, 2015, iHeartCommunications prepaid at par $916.1 million of loans outstanding under its Term Loan B facility and $15.2 millionof loans outstanding under its Term Loan C asset sale facility, using a portion of the net proceeds of the 10.625% Priority Guarantee Notes due 2023 issuedon such date. Collateral and GuaranteesThe senior secured credit facilities are guaranteed by iHeartCommunications and each of iHeartCommunications’ existing and future materialwholly-owned domestic restricted subsidiaries, subject to certain exceptions. All obligations under the senior secured credit facilities, and the guarantees of those obligations, are secured, subject to permitted liens, includingprior liens permitted by the indenture governing the iHeartCommunications senior notes, and other exceptions, by: · a lien on the capital stock of iHeartCommunications;· 100% of the capital stock of any future material wholly-owned domestic license subsidiary that is not a “Restricted Subsidiary” under theindenture governing the iHeartCommunications legacy notes;53 · certain assets that do not constitute “principal property” (as defined in the indenture governing the iHeartCommunications legacy notes);· certain specified assets of iHeartCommunications and the guarantors that constitute “principal property” (as defined in the indenture governingthe iHeartCommunications legacy notes) securing obligations under the senior secured credit facilities up to the maximum amount permitted tobe secured by such assets without requiring equal and ratable security under the indenture governing the iHeartCommunications legacy notes;and· a lien on the accounts receivable and related assets securing iHeartCommunications’ receivables based credit facility that is junior to the liensecuring iHeartCommunications’ obligations under such credit facility. Certain Covenants and Events of DefaultThe senior secured credit facilities require iHeartCommunications to comply on a quarterly basis with a financial covenant limiting the ratio ofconsolidated secured debt, net of cash and cash equivalents, to consolidated EBITDA (as defined by iHeartCommunications’ senior secured credit facilities)for the preceding four quarters. iHeartCommunications’ secured debt consists of the senior secured credit facilities, the receivables-based credit facility, thepriority guarantee notes and certain other secured subsidiary debt. As required by the definition of consolidated EBITDA in iHeartCommunications’ seniorsecured credit facilities, iHeartCommunications’ consolidated EBITDA for the preceding four quarters of $1.8 billion is calculated as operating income (loss)before depreciation, amortization, impairment charges and other operating income (expense), net plus share-based compensation and is further adjusted forthe following items: (i) costs incurred in connection with the closure and/or consolidation of facilities, retention charges, consulting fees and other permittedactivities; (ii) extraordinary, non-recurring or unusual gains or losses or expenses and severance; (iii) non-cash charges; (iv) cash received fromnonconsolidated affiliates; and (v) various other items. The following table reflects a reconciliation of consolidated EBITDA (as defined by iHeartCommunications’ senior secured credit facilities) tooperating income and net cash provided by operating activities for the four quarters ended December 31, 2015: Four Quarters Ended(In Millions)December 31, 2015Consolidated EBITDA (as defined by iHeartCommunications’ senior secured credit facilities)$ 1,849.4 Less adjustments to consolidated EBITDA (as defined by iHeartCommunications’ senior secured credit facilities): Costs incurred in connection with the closure and/or consolidation of facilities, retention charges, consulting fees and other permitted activities (46.8) Extraordinary, non-recurring or unusual gains or losses or expenses and severance (as referenced in the definition ofconsolidated EBITDA in iHeartCommunications’ senior secured credit facilities) (20.5) Non-cash charges (21.8) Cash received from nonconsolidated affiliates - Other items (0.9) Less: Depreciation and amortization, Impairment charges, Other operating income (expense), net, and Share-based compensation expense (610.0) Operating income 1,149.4 Plus: Depreciation and amortization, Impairment charges, Gain (loss) on disposal of operating and fixed assets, and Share-based compensation expense 599.4 Less: Interest expense (1,805.5) Less: Current income tax expense (59.1) Plus: Other income (expense), net 13.1 Adjustments to reconcile consolidated net loss to net cash provided by operating activities (including Provision for doubtful accounts, Amortization of deferred financing charges and note discounts, net and Other reconciling items, net) 65.9 Change in assets and liabilities, net of assets acquired and liabilities assumed (40.5) Net cash used for operating activities$ (77.3) 54 The maximum ratio permitted under this financial covenant for the four quarters ended December 31, 2015 was 8.75:1. At December 31, 2015, theratio was 6.5:1. In addition, the senior secured credit facilities include negative covenants that, subject to significant exceptions, limit iHeartCommunications’ability and the ability of its restricted subsidiaries to, among other things: · incur additional indebtedness;· create liens on assets;· engage in mergers, consolidations, liquidations and dissolutions;· sell assets;· pay dividends and distributions or repurchase iHeartCommunications’ capital stock;· make investments, loans, or advances;· prepay certain junior indebtedness;· engage in certain transactions with affiliates;· amend material agreements governing certain junior indebtedness; and· change lines of business. The senior secured credit facilities include certain customary representations and warranties, affirmative covenants and events of default, includingpayment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy, certainevents under ERISA, material judgments, the invalidity of material provisions of the senior secured credit facilities documentation, the failure of collateralunder the security documents for the senior secured credit facilities, the failure of the senior secured credit facilities to be senior debt under the subordinationprovisions of certain of iHeartCommunications’ subordinated debt and a change of control. If an event of default occurs, the lenders under the senior securedcredit facilities will be entitled to take various actions, including the acceleration of all amounts due under the senior secured credit facilities and all actionspermitted to be taken by a secured creditor. Receivables Based Credit FacilityAs of December 31, 2015, there was $230.0 million aggregate principal amount outstanding under iHeartCommunications’ receivables based creditfacility. The receivables based credit facility provides revolving credit commitments of $535.0 million, subject to a borrowing base. The borrowing base atany time equals 90% of the eligible accounts receivable of iHeartCommunications and certain of its subsidiaries. The receivables based credit facilityincludes a letter of credit sub-facility and a swingline loan sub-facility. iHeartCommunications and certain subsidiary borrowers are the borrowers under the receivables based credit facility. iHeartCommunications has theability to designate one or more of its restricted subsidiaries as borrowers under the receivables based credit facility. The receivables based credit facilityloans are available in U.S. dollars and letters of credit are available in a variety of currencies including U.S. dollars, Euros, Pounds Sterling, and Canadiandollars. Interest Rate and FeesBorrowings under the receivables based credit facility bear interest at a rate per annum equal to an applicable margin plus, atiHeartCommunications’ option, either (i) a base rate determined by reference to the highest of (a) the prime rate of Citibank, N.A. and (b) the Federal Fundsrate plus 0.50% or (ii) a Eurocurrency rate determined by reference to the rate (adjusted for statutory reserve requirements for Eurocurrency liabilities) forEurodollar deposits for the interest period relevant to such borrowing. The applicable margin for borrowings under the receivables based credit facility rangesfrom 1.50% to 2.00% for Eurocurrency borrowings and from 0.50% to 1.00% for base-rate borrowings, depending on average daily excess availability underthe receivables based credit facility during the prior fiscal quarter. In addition to paying interest on outstanding principal under the receivables based credit facility, iHeartCommunications is required to pay acommitment fee to the lenders under the receivables based credit facility in respect of the unutilized commitments thereunder. The commitment fee rateranges from 0.25% to 0.375% per annum dependent upon average unused commitments during the prior quarter. iHeartCommunications must also paycustomary letter of credit fees. MaturityBorrowings under the receivables based credit facility will mature, and lending commitments thereunder will terminate, on the fifth anniversary ofthe effectiveness of the receivables based credit facility (December 24, 2017), provided that, (a) the maturity55 date will be October 31, 2015 if on October 30, 2015, greater than $500.0 million in aggregate principal amount is owing under certain ofiHeartCommunications’ Term Loan credit facilities, (b) the maturity date will be May 3, 2016 if on May 2, 2016 greater than $500.0 million aggregateprincipal amount of iHeartCommunications’ 10.75% senior cash pay notes due 2016 and 11.00%/11.75% senior toggle notes due 2016 are outstanding and(c) in the case of any debt under clauses (a) and (b) that is amended or refinanced in any manner that extends the maturity date of such debt to a date that is onor before the date that is five years after the effectiveness of the receivables based credit facility, the maturity date will be one day prior to the maturity date ofsuch debt after giving effect to such amendment or refinancing if greater than $500,000,000 in aggregate principal amount of such debt is outstanding. PrepaymentsIf at any time the sum of the outstanding amounts under the receivables based credit facility exceeds the lesser of (i) the borrowing base and (ii) theaggregate commitments under the facility, iHeartCommunications will be required to repay outstanding loans and cash collateralize letters of credit in anaggregate amount equal to such excess. iHeartCommunications may voluntarily repay outstanding loans under the receivables based credit facility at anytime without premium or penalty, other than customary “breakage” costs with respect to Eurocurrency rate loans. Any voluntary prepaymentsiHeartCommunications makes will not reduce its commitments under the receivables based credit facility. Guarantees and SecurityThe facility is guaranteed by, subject to certain exceptions, the guarantors of iHeartCommunications’ senior secured credit facilities. All obligationsunder the receivables based credit facility, and the guarantees of those obligations, are secured by a perfected security interest in all ofiHeartCommunications’ and all of the guarantors’ accounts receivable and related assets and proceeds thereof that is senior to the security interest ofiHeartCommunications’ senior secured credit facilities in such accounts receivable and related assets and proceeds thereof, subject to permitted liens,including prior liens permitted by the indenture governing certain of iHeartCommunications’ senior notes (the “Legacy Notes”), and certain exceptions. Certain Covenants and Events of DefaultIf borrowing availability is less than the greater of (a) $50.0 million and (b) 10% of the aggregate commitments under the receivables based creditfacility, in each case, for five consecutive business days (a “Liquidity Event”), iHeartCommunications will be required to comply with a minimum fixedcharge coverage ratio of at least 1.00 to 1.00 for fiscal quarters ending on or after the occurrence of the Liquidity Event, and will be continued to comply withthis minimum fixed charge coverage ratio until borrowing availability exceeds the greater of (x) $50.0 million and (y) 10% of the aggregate commitmentsunder the receivables based credit facility, in each case, for 30 consecutive calendar days, at which time the Liquidity Event shall no longer be deemed to beoccurring. In addition, the receivables based credit facility includes negative covenants that, subject to significant exceptions, limit iHeartCommunications’ability and the ability of its restricted subsidiaries to, among other things: · incur additional indebtedness;· create liens on assets;· engage in mergers, consolidations, liquidations and dissolutions;· sell assets;· pay dividends and distributions or repurchase capital stock;· make investments, loans, or advances;· prepay certain junior indebtedness;· engage in certain transactions with affiliates;· amend material agreements governing certain junior indebtedness; and· change lines of business. The receivables based credit facility includes certain customary representations and warranties, affirmative covenants and events of default,including payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy,certain events under ERISA, material judgments and a change of control. If an event of default occurs, the lenders under the receivables based credit facilitywill be entitled to take various actions, including the acceleration of all amounts due under iHeartCommunications’ receivables based credit facility and allactions permitted to be taken by a secured creditor. 9.0% Priority Guarantee Notes Due 2019As of December 31, 2015, iHeartCommunications had outstanding $2.0 billion aggregate principal amount of 9.0% priority guarantee notes due2019 (the “9.0% Priority Guarantee Notes due 2019”).56 The 9.0% Priority Guarantee Notes due 2019 mature on December 15, 2019 and bear interest at a rate of 9.0% per annum, payable semi-annually inarrears on June 15 and December 15 of each year, which began on June 15, 2013. The 9.0% Priority Guarantee Notes due 2019 are iHeartCommunications’senior obligations and are fully and unconditionally guaranteed, jointly and severally, on a senior basis by the guarantors named in the indenture. ThePriority Guarantee Notes due 2019 and the guarantors’ obligations under the guarantees are secured by (i) a lien on (a) the capital stock ofiHeartCommunications and (b) certain property and related assets that do not constitute “principal property” (as defined in the indenture governing certainLegacy Notes of iHeartCommunications), in each case equal in priority to the liens securing the obligations under iHeartCommunications’ senior securedcredit facilities, the 9.0% Priority Guarantee Notes due 2021, the 11.25% Priority Guarantee Notes due 2021, the 9.0% Priority Guarantee Notes due 2022and the 10.625% Priority Guarantee Notes due 2023, subject to certain exceptions, and (ii) a lien on the accounts receivable and related assets securingiHeartCommunications’ receivables based credit facility junior in priority to the lien securing iHeartCommunications’ obligations thereunder, subject tocertain exceptions. In addition to the collateral granted to secure the 9.0% Priority Guarantee Notes due 2019, the collateral agent and the trustee for the 9.0%Priority Guarantee Notes due 2019 entered into an agreement with the administrative agent for the lenders under the senior secured credit facilities to turnover to the trustee under the 9.0% Priority Guarantee Notes due 2019, for the benefit of the holders of the 9.0% Priority Guarantee Notes due 2019, a pro ratashare of any recovery received on account of the principal properties, subject to certain terms and conditions. iHeartCommunications may redeem the 9.0% Priority Guarantee Notes due 2019 at its option, in whole or part, at any time prior to July 15, 2015, ata price equal to 100% of the principal amount of the 9.0% Priority Guarantee Notes due 2019 redeemed, plus accrued and unpaid interest to the redemptiondate and plus an applicable premium. iHeartCommunications may redeem the 9.0% Priority Guarantee Notes due 2019, in whole or in part, on or afterJuly 15, 2015, at the redemption prices set forth in the indenture plus accrued and unpaid interest to the redemption date. Prior to July 15, 2015,iHeartCommunications may elect to redeem up to 40% of the aggregate principal amount of the 9.0% Priority Guarantee Notes due 2019 at a redemptionprice equal to 109.0% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equityofferings. The indenture governing the 9.0% Priority Guarantee Notes due 2019 contains covenants that limit iHeartCommunications’ ability and the abilityof its restricted subsidiaries to, among other things: (i) pay dividends, redeem stock or make other distributions or investments; (ii) incur additional debt orissue certain preferred stock; (iii) modify any of iHeartCommunications’ existing senior notes; (iv) transfer or sell assets; (v) engage in certain transactionswith affiliates; (vi) create restrictions on dividends or other payments by the restricted subsidiaries; and (vii) merge, consolidate or sell substantially all ofiHeartCommunications’ assets. The indenture contains covenants that limit iHeartMedia Capital I, LLC’s ability, iHeartCommunications’ ability and theability of its restricted subsidiaries to, among other things: (i) create liens on assets and (ii) materially impair the value of the security interests taken withrespect to the collateral for the benefit of the notes collateral agent and the holders of the 9.0% Priority Guarantee Notes due 2019. The indenture alsoprovides for customary events of default. 9.0% Priority Guarantee Notes Due 2021As of December 31, 2015, iHeartCommunications had outstanding $1.75 billion aggregate principal amount of 9.0% priority guarantee notes due2021 (the “9.0% Priority Guarantee Notes due 2021”). The 9.0% Priority Guarantee Notes due 2021 mature on March 1, 2021 and bear interest at a rate of 9.0% per annum, payable semi-annually inarrears on March 1 and September 1 of each year, which began on September 1, 2011. The 9.0% Priority Guarantee Notes due 2021 areiHeartCommunications’ senior obligations and are fully and unconditionally guaranteed, jointly and severally, on a senior basis by the guarantors named inthe indenture. The 9.0% Priority Guarantee Notes due 2021 and the guarantors’ obligations under the guarantees are secured by (i) a lien on (a) the capitalstock of iHeartCommunications and (b) certain property and related assets that do not constitute “principal property” (as defined in the indenture governingcertain Legacy Notes of iHeartCommunications), in each case equal in priority to the liens securing the obligations under iHeartCommunications’ seniorsecured credit facilities, the 9.0% Priority Guarantee Notes due 2019, the 11.25% Priority Guarantee Notes due 2021, the 9.0% Priority Guarantee Notes due2022 and the 10.625% Priority Guarantee Notes due 2023, subject to certain exceptions, and (ii) a lien on the accounts receivable and related assets securingiHeartCommunications’ receivables based credit facility junior in priority to the lien securing iHeartCommunications’ obligations thereunder, subject tocertain exceptions. iHeartCommunications may redeem the 9.0% Priority Guarantee Notes due 2021 at its option, in whole or part, at any time prior to March 1, 2016, ata price equal to 100% of the principal amount of the 9.0% Priority Guarantee Notes due 2021 redeemed, plus accrued and unpaid interest to the redemptiondate and plus an applicable premium. iHeartCommunications may redeem the 9.0% Priority Guarantee Notes due 2021, in whole or in part, on or afterMarch 1, 2016, at the redemption prices set forth in the indenture plus accrued and unpaid interest to the redemption date. At any time on or before March 1,2014, iHeartCommunications may elect to57 redeem up to 40% of the aggregate principal amount of the 9.0% Priority Guarantee Notes due 2021 at a redemption price equal to 109.0% of the principalamount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equity offerings. The indenture governing the 9.0% Priority Guarantee Notes due 2021 contains covenants that limit iHeartCommunications’ ability and the abilityof its restricted subsidiaries to, among other things: (i) pay dividends, redeem stock or make other distributions or investments; (ii) incur additional debt orissue certain preferred stock; (iii) modify any of iHeartCommunications’ existing senior notes; (iv) transfer or sell assets; (v) engage in certain transactionswith affiliates; (vi) create restrictions on dividends or other payments by the restricted subsidiaries; and (vii) merge, consolidate or sell substantially all ofiHeartCommunications’ assets. The indenture contains covenants that limit iHeartMedia Capital I, LLC’s ability, iHeartCommunications’ ability and theability of its restricted subsidiaries to, among other things: (i) create liens on assets and (ii) materially impair the value of the security interests taken withrespect to the collateral for the benefit of the notes collateral agent and the holders of the 9.0% Priority Guarantee Notes due 2021. The indenture alsoprovides for customary events of default. 11.25% Priority Guarantee Notes Due 2021As of December 31, 2015, iHeartCommunications had outstanding $575.0 million aggregate principal amount of 11.25% Priority Guarantee Notesdue 2021 (the “11.25% Priority Guarantee Notes due 2021”). The 11.25% Priority Guarantee Notes due 2021 mature on March 1, 2021 and bear interest at a rate of 11.25% per annum, payable semi-annually onMarch 1 and September 1 of each year, which began on September 1, 2013. The 11.25% Priority Guarantee Notes due 2021 are iHeartCommunications’senior obligations and are fully and unconditionally guaranteed, jointly and severally, on a senior basis by the guarantors named in the indenture governingsuch notes. The 11.25% Priority Guarantee Notes due 2021 and the guarantors’ obligations under the guarantees are secured by (i) a lien on (a) the capitalstock of iHeartCommunications and (b) certain property and related assets that do not constitute “principal property” (as defined in the indenture governingcertain Legacy Notes of iHeartCommunications), in each case equal in priority to the liens securing the obligations under iHeartCommunications’ seniorsecured credit facilities, the 9.0% Priority Guarantee Notes due 2019, the 9.0% Priority Guarantee Notes due 2021, the 9.0% Priority Guarantee Notes due2022 and the 10.625% Priority Guarantee Notes due 2023, subject to certain exceptions, and (ii) a lien on the accounts receivable and related assets securingiHeartCommunications’ receivables based credit facility junior in priority to the lien securing iHeartCommunications’ obligations thereunder, subject tocertain exceptions. iHeartCommunications may redeem the 11.25% Priority Guarantee Notes due 2021 at its option, in whole or part, at any time prior to March 1, 2016,at a price equal to 100% of the principal amount of the 11.25% Priority Guarantee Notes due 2021 redeemed, plus accrued and unpaid interest to theredemption date and plus an applicable premium. In addition, until March 1, 2016, iHeartCommunications may elect to redeem up to 40% of the aggregateprincipal amount of the 11.25% Priority Guarantee Notes due 2021 at a redemption price equal to 111.25% of the principal amount thereof, plus accrued andunpaid interest to the redemption date, with the net proceeds of one or more equity offerings. iHeartCommunications may redeem the 11.25% PriorityGuarantee Notes due 2021, in whole or in part, on or after March 1, 2016, at the redemption prices set forth in the indenture plus accrued and unpaid interestto the redemption date. The indenture governing the 11.25% Priority Guarantee Notes due 2021 contains covenants that limit iHeartCommunications’ ability and theability of its restricted subsidiaries to, among other things: (i) pay dividends, redeem stock or make other distributions or investments; (ii) incur additionaldebt or issue certain preferred stock; (iii) modify any of iHeartCommunications’ existing senior notes; (iv) transfer or sell assets; (v) engage in certaintransactions with affiliates; (vi) create restrictions on dividends or other payments by the restricted subsidiaries; and (vii) merge, consolidate or sellsubstantially all of iHeartCommunications’ assets. The indenture contains covenants that limit iHeartMedia Capital I, LLC’s ability, iHeartCommunications’ability and the ability of its restricted subsidiaries to, among other things: (i) create liens on assets and (ii) materially impair the value of the security intereststaken with respect to the collateral for the benefit of the notes collateral agent and the holders of the 11.25% Priority Guarantee Notes due 2021. Theindenture also provides for customary events of default. 9.0% Priority Guarantee Notes Due 2022 As of December 31, 2015, iHeartCommunications had outstanding $1.0 billion aggregate principal amount of 9.0% priority guarantee notes due2022 (the “9.0% Priority Guarantee Notes due 2022”). The 9.0% Priority Guarantee Notes due 2022 mature on September 15, 2022 and bear interest at a rate of 9.0% per annum, payable semi-annually inarrears on March 15 and September 15 of each year, which began on March 15, 2015. The 9.0% Priority Guarantee Notes due 2022 areiHeartCommunications’ senior obligations and are fully and unconditionally guaranteed, jointly and58 severally, on a senior basis by the guarantors named in the indenture. The 9.0% Priority Guarantee Notes due 2022 and the guarantors’ obligations under theguarantees are secured by (i) a lien on (a) the capital stock of iHeartCommunications and (b) certain property and related assets that do not constitute“principal property” (as defined in the indenture governing certain Legacy Notes of iHeartCommunications), in each case equal in priority to the lienssecuring the obligations under iHeartCommunications’ senior secured credit facilities, the 9.0% Priority Guarantee Notes due 2019, the 9.0% PriorityGuarantee Notes due 2021, the 11.25% Priority Guarantee Notes due 2021 and the 10.625% Priority Guarantee Notes due 2023, subject to certain exceptions,and (ii) a lien on the accounts receivable and related assets securing iHeartCommunications’ receivables based credit facility junior in priority to the liensecuring iHeartCommunications’ obligations thereunder, subject to certain exceptions. iHeartCommunications may redeem the 9.0% Priority Guarantee Notes due 2022 at its option, in whole or part, at any time prior to September 15,2017, at a price equal to 100% of the principal amount of the 9.0% Priority Guarantee Notes due 2022 redeemed, plus accrued and unpaid interest to theredemption date and plus an applicable premium. iHeartCommunications may redeem the 9.0% Priority Guarantee Notes due 2022, in whole or in part, on orafter September 15, 2017, at the redemption prices set forth in the indenture plus accrued and unpaid interest to the redemption date. At any time on or beforeSeptember 15, 2017, iHeartCommunications may elect to redeem up to 40% of the aggregate principal amount of the 9.0% Priority Guarantee Notes due2022 at a redemption price equal to 109.0% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds ofone or more equity offerings. The indenture governing the 9.0% Priority Guarantee Notes due 2022 contains covenants that limit iHeartCommunications’ ability and the abilityof its restricted subsidiaries to, among other things: (i) pay dividends, redeem stock or make other distributions or investments; (ii) incur additional debt orissue certain preferred stock; (iii) modify any of iHeartCommunications’ existing senior notes; (iv) transfer or sell assets; (v) engage in certain transactionswith affiliates; (vi) create restrictions on dividends or other payments by the restricted subsidiaries; and (vii) merge, consolidate or sell substantially all ofiHeartCommunications’ assets. The indenture contains covenants that limit iHeartMedia Capital I, LLC’s ability, iHeartCommunications’ ability and theability of its restricted subsidiaries to, among other things: (i) create liens on assets and (ii) materially impair the value of the security interests taken withrespect to the collateral for the benefit of the notes collateral agent and the holders of the 9.0% Priority Guarantee Notes due 2022. The indenture alsoprovides for customary events of default. 10.625% Priority Guarantee Notes Due 2023 As of December 31, 2015, iHeartCommunications had outstanding $950.0 million aggregate principal amount of 10.625% priority guarantee notesdue 2023 (the “10.625% Priority Guarantee Notes due 2023”). The 10.625% Priority Guarantee Notes due 2023 mature on March 15, 2023 and bear interest at a rate of 10.625% per annum, payable semi-annuallyin arrears on March 15 and September 15 of each year, which began on September 15, 2015. The 10.625% Priority Guarantee Notes due 2023 areiHeartCommunications’ senior obligations and are fully and unconditionally guaranteed, jointly and severally, on a senior basis by the guarantors named inthe indenture. The 10.625% Priority Guarantee Notes due 2023 and the guarantors’ obligations under the guarantees are secured by (i) a lien on (a) the capitalstock of iHeartCommunications and (b) certain property and related assets that do not constitute “principal property” (as defined in the indenture governingcertain Legacy Notes of iHeartCommunications), in each case equal in priority to the liens securing the obligations under iHeartCommunications’ seniorsecured credit facilities, the 9.0% Priority Guarantee Notes due 2019, the 9.0% Priority Guarantee Notes due 2021, the 11.25% Priority Guarantee Notes due2021 and the 9.0% Priority Guarantee Notes due 2022, subject to certain exceptions, and (ii) a lien on the accounts receivable and related assets securingiHeartCommunications’ receivables based credit facility junior in priority to the lien securing iHeartCommunications’ obligations thereunder, subject tocertain exceptions. iHeartCommunications may redeem the 10.625% Priority Guarantee Notes due 2023 at its option, in whole or part, at any time prior to March 15,2018, at a price equal to 100% of the principal amount of the 10.625% Priority Guarantee Notes due 2023 redeemed, plus accrued and unpaid interest to theredemption date and plus an applicable premium. iHeartCommunications may redeem the 10.625% Priority Guarantee Notes due 2023, in whole or in part,on or after March 15, 2018, at the redemption prices set forth in the indenture plus accrued and unpaid interest to the redemption date. At any time on orbefore March 15, 2018, iHeartCommunications may elect to redeem up to 40% of the aggregate principal amount of the 10.625% Priority Guarantee Notesdue 2023 at a redemption price equal to 110.625% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the netproceeds of one or more equity offerings. The indenture governing the 10.625% Priority Guarantee Notes due 2023 contains covenants that limit iHeartCommunications’ ability and theability of its restricted subsidiaries to, among other things: (i) pay dividends, redeem stock or make other distributions or investments; (ii) incur additionaldebt or issue certain preferred stock; (iii) modify any of59 iHeartCommunications’ existing senior notes; (iv) transfer or sell assets; (v) engage in certain transactions with affiliates; (vi) create restrictions on dividendsor other payments by the restricted subsidiaries; and (vii) merge, consolidate or sell substantially all of iHeartCommunications’ assets. The indenture containscovenants that limit iHeartMedia Capital I, LLC’s ability, iHeartCommunications’ ability and the ability of its restricted subsidiaries to, among other things:(i) create liens on assets and (ii) materially impair the value of the security interests taken with respect to the collateral for the benefit of the notes collateralagent and the holders of the 10.625% Priority Guarantee Notes due 2023. The indenture also provides for customary events of default. Subsidiary Senior Revolving Credit Facility Due 2018During the third quarter of 2013, CCOH entered into a five-year senior secured revolving credit facility with an aggregate principal amount of$75.0 million. The revolving credit facility may be used for working capital needs, to issue letters of credit and for other general corporate purposes. AtDecember 31, 2015, there were no amounts outstanding under the revolving credit facility, and $59.4 million of letters of credit under the revolving creditfacility, which reduce availability under the facility. The revolving credit facility contains a springing covenant that requires CCOH to maintain a secured leverage ratio (as defined in the revolvingcredit facility) of not more than 1.5:1 that is tested at the end of a quarter if availability under the facility is less than 75% of the aggregate commitmentsunder the facility as of the end of the quarter. CCOH was in compliance with the secured leverage ratio covenant as of December 31, 2015. Senior Cash Pay Notes and Senior Toggle NotesAs of December 31, 2015, iHeartCommunications had no principal amounts outstanding of 10.75% senior cash pay notes due 2016 and11.00%/11.75% senior toggle notes due 2016. In August 2014, iHeartCommunications fully redeemed the remaining notes with proceeds from the issuanceof 14.0% Senior Notes due 2021. 14.0% Senior Notes due 2021As of December 31, 2015, iHeartCommunications had outstanding approximately $1.7 billion of aggregate principal amount of 14.0% Senior Notesdue 2021 (net of $431.9 million principal amount issued to, and held by, a subsidiary of iHeartCommunications). The Senior Notes due 2021 mature on February 1, 2021. Interest on the Senior Notes due 2021 is payable semi-annually on February 1 and August 1of each year, which began on August 1, 2013. Interest on the Senior Notes due 2021 will be paid at the rate of (i) 12.0% per annum in cash and (ii) 2.0% perannum through the issuance of payment-in-kind notes (the “PIK Notes”). Any PIK Notes issued in certificated form will be dated as of the applicable interestpayment date and will bear interest from and after such date. All PIK Notes issued will mature on February 1, 2021 and have the same rights and benefits asthe Senior Notes due 2021. Beginning with the interest payment due August 1, 2018 and continuing on each interest payment date thereafter, redemptions ofa portion of the principal amount then outstanding will become due for purposes of applicable high yield discount obligation (“AHYDO”) catch-uppayments. The Senior Notes due 2021 are fully and unconditionally guaranteed on a senior basis by the guarantors named in the indenture governing suchnotes. The guarantee is structurally subordinated to all existing and future indebtedness and other liabilities of any subsidiary of the applicable subsidiaryguarantor that is not also a guarantor of the Senior Notes due 2021. The guarantees are subordinated to the guarantees of iHeartCommunications’ seniorsecured credit facility and certain other permitted debt, but rank equal to all other senior indebtedness of the guarantors. iHeartCommunications may redeem or purchase the Senior Notes due 2021 at its option, in whole or in part, at any time prior to August 1, 2015, at aredemption price equal to 100% of the principal amount of Senior Notes due 2021 redeemed plus an applicable premium. In addition, until August 1, 2015,iHeartCommunications may, at its option, on one or more occasions, redeem up to 60% of the then outstanding aggregate principal amount of Senior Notesdue 2021 at a redemption price equal to (x) with respect to the first 30% of the then outstanding aggregate principal amount of the Senior Notes due 2021,109.0% of the aggregate principal amount thereof and (y) with respect to the next 30% of the then outstanding aggregate principal amount of the SeniorNotes due 2021, 112.0% of the aggregate principal amount thereof, in each case plus accrued and unpaid interest thereon to the applicable redemption date. iHeartCommunications may redeem the Senior Notes due 2021, in whole or in part, on or after August 1, 2015, at the redemption prices set forth in theindenture plus accrued and unpaid interest to the redemption date. The indenture governing the Senior Notes due 2021 contains covenants that limit iHeartCommunications’ ability and the ability of its restrictedsubsidiaries to, among other things: (i) incur additional indebtedness or issue certain preferred stock; (ii) pay dividends on, or make distributions in respectof, their capital stock or repurchase their capital stock; (iii) make certain investments or60 other restricted payments; (iv) sell certain assets; (v) create liens or use assets as security in other transactions; (vi) merge, consolidate or transfer or dispose ofsubstantially all of their assets; (vii) engage in transactions with affiliates; and (viii) designate their subsidiaries as unrestricted subsidiaries. iHeartCommunications Legacy NotesAs of December 31, 2015, iHeartCommunications had approximately $667.9 million aggregate principal amount of senior notes outstanding (net of$57.1 million aggregate principal amount held by a subsidiary of iHeartCommunications). The senior notes were the obligations of iHeartCommunications prior to the merger. The senior notes are senior, unsecured obligations that areeffectively subordinated to iHeartCommunications’ secured indebtedness to the extent of the value of iHeartCommunications’ assets securing suchindebtedness and are not guaranteed by any of iHeartCommunications’ subsidiaries and, as a result, are structurally subordinated to all indebtedness andother liabilities of iHeartCommunications’ subsidiaries. The senior notes rank equally in right of payment with all of iHeartCommunications’ existing andfuture senior indebtedness and senior in right of payment to all existing and future subordinated indebtedness. 10.0% Senior Notes due 2018 As of December 31, 2015, iHeartCommunications had outstanding $730.0 million aggregate principal amount of senior notes due 2018 (net of$120.0 million aggregate principal amount held by a subsidiary of iHeartCommunications). The senior notes due 2018 mature on January 15, 2018 and bearinterest at a rate of 10.0% per annum, payable semi-annually on January 15 and July 15 of each year, which began on July 15, 2014. The senior notes due 2018 are senior, unsecured obligations that are effectively subordinated to iHeartCommunications’ secured indebtedness to theextent of the value of iHeartCommunications’ assets securing such indebtedness and are not guaranteed by any of iHeartCommunications’ subsidiaries and,as a result, are structurally subordinated to all indebtedness and other liabilities of iHeartCommunications’ subsidiaries. The senior notes due 2018 rankequally in right of payment with all of iHeartCommunications’ existing and future senior indebtedness and senior in right of payment to all existing andfuture subordinated indebtedness. CCWH Senior NotesAs of December 31, 2015, CCWH senior notes represented $2.7 billion aggregate principal amount of indebtedness outstanding, which consisted of$735.75 million aggregate principal amount of Series A Senior Notes due 2022 (the “Series A CCWH Senior Notes”) and $1,989.25 million aggregateprincipal amount of Series B CCWH Senior Notes due 2022 (the “Series B CCWH Senior Notes”). The CCWH Senior Notes are guaranteed by CCOH, ClearChannel Outdoor, Inc. (“CCOI”) and certain of CCOH’s direct and indirect subsidiaries. The CCWH Senior Notes are senior obligations that rank pari passu in right of payment to all unsubordinated indebtedness of CCWH and theguarantees of the CCWH Senior Notes rank pari passu in right of payment to all unsubordinated indebtedness of the guarantors. Interest on the CCWH SeniorNotes is payable to the trustee weekly in arrears and to the noteholders on May 15 and November 15 of each year, which began on May 15, 2013. At any time prior to November 15, 2017, CCWH may redeem the CCWH Senior Notes, in whole or in part, at a price equal to 100% of the principalamount of the CCWH Senior Notes plus a “make-whole” premium, together with accrued and unpaid interest, if any, to the redemption date. CCWH mayredeem the CCWH Senior Notes, in whole or in part, on or after November 15, 2017, at the redemption prices set forth in the applicable indenture governingthe CCWH Senior Notes plus accrued and unpaid interest to the redemption date. At any time on or before November 15, 2015, CCWH may elect to redeemup to 40% of the then outstanding aggregate principal amount of the CCWH Senior Notes at a redemption price equal to 106.500% of the principal amountthereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equity offerings, subject to certain restrictions.Notwithstanding the foregoing, neither CCOH nor any of its subsidiaries is permitted to make any purchase of, or otherwise effectively cancel or retire anySeries A CCWH Senior Notes or Series B CCWH Senior Notes if, after giving effect thereto and, if applicable, any concurrent purchase of or other additionwith respect to any Series B CCWH Senior Notes or Series A CCWH Senior Notes, as applicable, the ratio of (a) the outstanding aggregate principal amountof the Series A CCWH Senior Notes to (b) the outstanding aggregate principal amount of the Series B CCWH Senior Notes shall be greater than 0.25, subjectto certain exceptions. The indenture governing the Series A CCWH Senior Notes contains covenants that limit CCOH and its restricted subsidiaries ability to, among otherthings:61 · incur or guarantee additional debt to persons other than iHeartCommunications and its subsidiaries (other than CCOH) or issue certain preferredstock;· create liens on its restricted subsidiaries’ assets to secure such debt;· create restrictions on the payment of dividends or other amounts to CCOH from its restricted subsidiaries that are not guarantors of the CCWHSenior Notes;· enter into certain transactions with affiliates; and· merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of its assets. In addition, the indenture governing the Series A CCWH Senior Notes provides that if CCWH (i) makes an optional redemption of the Series BCCWH Senior Notes or purchases or makes an offer to purchase the Series B CCWH Senior Notes at or above 100% of the principal amount thereof, thenCCWH shall apply a pro rata amount to make an optional redemption or purchase a pro rata amount of the Series A CCWH Senior Notes or (ii) makes an assetsale offer under the indenture governing the Series B CCWH Senior Notes, then CCWH shall apply a pro rata amount to make an offer to purchase a pro rataamount of Series A CCWH Senior Notes. The indenture governing the Series A CCWH Senior Notes does not include limitations on dividends, distributions, investments or asset sales. The indenture governing the Series B CCWH Senior Notes contains covenants that limit CCOH and its restricted subsidiaries ability to, among otherthings: · incur or guarantee additional debt or issue certain preferred stock;· redeem, repurchase or retire CCOH’s subordinated debt;· make certain investments;· create liens on its or its restricted subsidiaries’ assets to secure debt;· create restrictions on the payment of dividends or other amounts to it from its restricted subsidiaries that are not guarantors of the CCWH SeniorNotes;· enter into certain transactions with affiliates;· merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of its assets;· sell certain assets, including capital stock of its subsidiaries;· designate its subsidiaries as unrestricted subsidiaries; and· pay dividends, redeem or repurchase capital stock or make other restricted payments. The Series A CCWH Senior Notes indenture and Series B CCWH Senior Notes indenture restrict CCOH’s ability to incur additional indebtedness butpermit CCOH to incur additional indebtedness based on an incurrence test. In order to incur (i) additional indebtedness under this test, CCOH’s debt toadjusted EBITDA ratios (as defined by the indentures) must be lower than 7.0:1 and 5.0:1 for total debt and senior debt, respectively, and (ii) additionalindebtedness that is subordinated to the CCWH Senior Notes under this test, CCOH’s debt to adjusted EBITDA ratios (as defined by the indentures) must belower than 7.0:1 for total debt. The indentures contain certain other exceptions that allow CCOH to incur additional indebtedness. The Series B CCWHSenior Notes indenture also permits CCOH to pay dividends from the proceeds of indebtedness or the proceeds from asset sales if its debt to adjusted EBITDAratios (as defined by the indentures) are lower than 7.0:1 and 5.0:1 for total debt and senior debt, respectively. The Series A CCWH Senior Notes indenturedoes not limit CCOH’s ability to pay dividends. The Series B CCWH Senior Notes indenture contains certain exceptions that allow CCOH to pay dividends,including (i) $525.0 million of dividends made pursuant to general restricted payment baskets and (ii) dividends made using proceeds received upon ademand by CCOH of amounts outstanding under the revolving promissory note issued by iHeartCommunications to CCOH. CCWH Senior Subordinated NotesAs of December 31, 2015, CCWH Subordinated Notes represented $2.2 billion of aggregate principal amount of indebtedness outstanding, whichconsist of $275.0 million aggregate principal amount of 7.625% Series A Senior Subordinated Notes due 2020 (the “Series A CCWH Subordinated Notes”)and $1,925.0 million aggregate principal amount of 7.625% Series B Senior Subordinated Notes due 2020 (the “Series B CCWH Subordinated Notes”). Interest on the CCWH Subordinated Notes is payable to the trustee weekly in arrears and to the noteholders on March 15 and September 15 of each year,which began on September 15, 2012. The CCWH Subordinated Notes are CCWH’s senior subordinated obligations and are fully and unconditionally guaranteed, jointly and severally,on a senior subordinated basis by CCOH, CCOI and certain of CCOH’s other domestic subsidiaries. The CCWH Subordinated Notes are unsecured seniorsubordinated obligations that rank junior to all of CCWH’s existing and future senior debt,62 including the CCWH Senior Notes, equally with any of CCWH’s existing and future senior subordinated debt and ahead of all of CCWH’s existing and futuredebt that expressly provides that it is subordinated to the CCWH Subordinated Notes. The guarantees of the CCWH Subordinated Notes rank junior to eachguarantor’s existing and future senior debt, including the CCWH Senior Notes, equally with each guarantor’s existing and future senior subordinated debtand ahead of each guarantor’s existing and future debt that expressly provides that it is subordinated to the guarantees of the CCWH Subordinated Notes. At any time prior to March 15, 2015, CCWH may have redeemed the CCWH Subordinated Notes, in whole or in part, at a price equal to 100% of theprincipal amount of the CCWH Subordinated Notes plus a “make-whole” premium, together with accrued and unpaid interest, if any, to the redemption date.CCWH may redeem the CCWH Subordinated Notes, in whole or in part, on or after March 15, 2015, at the redemption prices set forth in the applicableindenture governing the CCWH Subordinated Notes plus accrued and unpaid interest to the redemption date. At any time on or before March 15, 2015,CCWH may have elected to redeem up to 40% of the then outstanding aggregate principal amount of the CCWH Subordinated Notes at a redemption priceequal to 107.625% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equityofferings, subject to certain restrictions. Notwithstanding the foregoing, neither CCOH nor any of its subsidiaries is permitted to make any purchase of, orotherwise effectively cancel or retire any Series A CCWH Subordinated Notes or Series B CCWH Subordinated Notes if, after giving effect thereto and, ifapplicable, any concurrent purchase of or other addition with respect to any Series B CCWH Subordinated Notes or Series A CCWH Subordinated Notes, asapplicable, the ratio of (a) the outstanding aggregate principal amount of the Series A CCWH Subordinated Notes to (b) the outstanding aggregate principalamount of the Series B CCWH Subordinated Notes shall be greater than 0.25, subject to certain exceptions. The indenture governing the Series A CCWH Subordinated Notes contains covenants that limit CCOH and its restricted subsidiaries ability to,among other things: · incur or guarantee additional debt to persons other than iHeartCommunications and its subsidiaries (other than CCOH) or issue certain preferredstock;· create restrictions on the payment of dividends or other amounts to CCOH from its restricted subsidiaries that are not guarantors of the notes;· enter into certain transactions with affiliates; and· merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of CCOH’s assets. In addition, the indenture governing the Series A CCWH Subordinated Notes provides that if CCWH (i) makes an optional redemption of theSeries B CCWH Subordinated Notes or purchases or makes an offer to purchase the Series B CCWH Subordinated Notes at or above 100% of the principalamount thereof, then CCWH shall apply a pro rata amount to make an optional redemption or purchase a pro rata amount of the Series A CCWHSubordinated Notes or (ii) makes an asset sale offer under the indenture governing the Series B CCWH Subordinated Notes, then CCWH shall apply a pro rataamount to make an offer to purchase a pro rata amount of Series A CCWH Subordinated Notes. The indenture governing the Series A CCWH Subordinated Notes does not include limitations on dividends, distributions, investments or assetsales. The indenture governing the Series B CCWH Subordinated Notes contains covenants that limit CCOH and its restricted subsidiaries ability to,among other things: · incur or guarantee additional debt or issue certain preferred stock;· make certain investments;· create restrictions on the payment of dividends or other amounts to CCOH from its restricted subsidiaries that are not guarantors of the notes;· enter into certain transactions with affiliates;· merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of CCOH’s assets;· sell certain assets, including capital stock of CCOH’s subsidiaries;· designate CCOH’s subsidiaries as unrestricted subsidiaries; and· pay dividends, redeem or repurchase capital stock or make other restricted payments. The Series A CCWH Subordinated Notes indenture and Series B CCWH Subordinated Notes indenture restrict CCOH’s ability to incur additionalindebtedness but permit CCOH to incur additional indebtedness based on an incurrence test. In order to incur additional indebtedness under this test,CCOH’s debt to adjusted EBITDA ratios (as defined by the indentures) must be lower than 7.0:1. The indentures contain certain other exceptions that allowCCOH to incur additional indebtedness. The Series B CCWH Subordinated Notes indenture also permits CCOH to pay dividends from the proceeds ofindebtedness or the proceeds from asset sales63 if its debt to adjusted EBITDA ratios (as defined by the indentures) is lower than 7.0:1. The Series A CCWH Senior Subordinated Notes indenture does notlimit CCOH’s ability to pay dividends. The Series B CCWH Subordinated Notes indenture contains certain exceptions that allow CCOH to pay dividends,including (i) $525.0 million of dividends made pursuant to general restricted payment baskets and (ii) dividends made using proceeds received upon ademand by CCOH of amounts outstanding under the revolving promissory note issued by iHeartCommunications to CCOH. Clear Channel International B.V. Senior NotesAs of December 31, 2015, Clear Channel International B.V., an international subsidiary of ours, had $225.0 million aggregate principal amountoutstanding of its 8.75% Senior Notes due 2020 (“CCIBV Senior Notes”). The CCIBV Senior Notes mature on December 15, 2020 and bear interest at a rate of 8.75% per annum, payable semi-annually in arrears on June 15and December 15 of each year, beginning on June 15, 2016. The CCIBV Senior Notes are guaranteed by certain of our International outdoor business’sexisting and future subsidiaries. The Company does not guarantee or otherwise assume any liability for the CCIBV Senior Notes. The notes are seniorunsecured obligations that rank pari passu in right of payment to all unsubordinated indebtedness of CCIBV, and the guarantees of the notes are seniorunsecured obligations that rank pari passu in right of payment to all unsubordinated indebtedness of the guarantors of the notes. Clear Channel International B.V. may redeem the notes at its option, in whole or part, at any time prior to December 15, 2017, at a price equal to100% of the principal amount of the notes redeemed, plus a make-whole premium, plus accrued and unpaid interest to the redemption date. Clear ChannelInternational B.V. may redeem the notes, in whole or in part, on or after December 15, 2017, at the redemption prices set forth in the indenture plus accruedand unpaid interest to the redemption date. At any time on or before December 15, 2017, Clear Channel International B.V. may elect to redeem up to 40% ofthe aggregate principal amount of the notes at a redemption price equal to 108.75% of the principal amount thereof, plus accrued and unpaid interest to theredemption date, with the net proceeds of one or more equity offerings. The indenture governing the CCIBV Senior Notes contains covenants that limit Clear Channel International B.V.’s ability and the ability of itsrestricted subsidiaries to, among other things: (i) pay dividends, redeem stock or make other distributions or investments; (ii) incur additional debt or issuecertain preferred stock; (iii) transfer or sell assets; (iv) create liens on assets; (v) engage in certain transactions with affiliates; (vi) create restrictions ondividends or other payments by the restricted subsidiaries; and (vii) merge, consolidate or sell substantially all of Clear Channel International B.V.’s assets. Refinancing and Financing Transactions2015 Refinancing and Financing TransactionsOn February 26, 2015, iHeartCommunications issued at par $950.0 million aggregate principal amount of 10.625% Priority Guarantee Notes due2023. The notes mature on March 15, 2023 and bear interest at a rate of 10.625% per annum, payable semi-annually in arrears on March 15 and September15 of each year, beginning on September 15, 2015. iHeartCommunications used the net proceeds from the offering primarily to prepay its term loan facilitiesdue 2016. On December 16, 2015, Clear Channel International B.V. (“CCIBV”), an indirect subsidiary of the Company, issued $225.0 million in aggregateprincipal amount of 8.75% Senior Notes due 2020. The 8.75% Senior Notes due 2020 bear interest at a rate of 8.75% per annum, payable semi-annually inarrears on June 15 and December 15 of each year, beginning on June 15, 2016. CCIBV used the net proceeds of the notes, together with cash on hand, to make a loan to its direct parent company, which used the proceeds to repaya loan and make a distribution to its parent company, which, in turn, made indirect distributions to CCOH. CCOH used the proceeds of the distribution tofund a special cash dividend paid on January 7, 2016 in an aggregate amount equal to approximately $217.8 million to its stockholders. We received $196.3million of the dividend through three of our wholly-owned subsidiaries. We intend to use the proceeds of the special cash dividend for general corporatepurposes, including to repurchase or make payments on our outstanding indebtedness. 2014 Refinancing TransactionsOn February 14, 2014, CC Finco, an indirect wholly-owned subsidiary of ours, sold $227.0 million in aggregate principal amount of 14.0% SeniorNotes due 2021 issued by iHeartCommunications to private purchasers in a transaction exempt from registration under the Securities Act of 1933, asamended. This $227.0 million in aggregate principal amount of 14.0% Senior Notes due 2021, which was previously eliminated in consolidation becausethe notes were held by a subsidiary, is now reflected on our consolidated balance sheet. CC Finco contributed the net proceeds from the sale of the 14.0%Senior Notes due 2021 to iHeartCommunications.64 On May 1, 2014, CCU Escrow Corporation issued $850.0 million in aggregate principal amount of 10.0% Senior Notes due 2018 in a private offer. On June 6, 2014, CCU Escrow Corporation merged into iHeartCommunications, and iHeartCommunications assumed CCU Escrow Corporation’s obligationsunder the 10.0% Senior Notes due 2018. Using the proceeds from the issuance of the 10.0% Senior Notes due 2018, iHeartCommunications redeemed $567.1million aggregate principal amount of iHeartCommunications’ 5.5% Senior Notes due 2014 (including $158.5 million principal amount of the notes held bya subsidiary of iHeartCommunications) and $241.0 million aggregate principal amount of iHeartCommunications’ 4.9% Senior Notes due 2015. On August 22, 2014, iHeartCommunications issued and sold $222.2 million in aggregate principal amount of new 14.0% Senior Notes due 2021 toCC Finco in a transaction exempt from registration under the Securities Act of 1933, as amended. The new 14.0% Senior Notes due 2021 were issued asadditional notes under the indenture governing iHeartCommunications’ existing 14.0% Senior Notes due 2021. On August 22, 2014, iHeartCommunicationsredeemed all of the outstanding $94.3 million aggregate principal amount of 10.75% Senior Cash Pay Notes due 2016 and $127.9 million aggregateprincipal amount of 11.00%/11.75% Senior Toggle Notes due 2016 using proceeds of the issuance of the new 14.0% Senior Notes due 2021. On September 10, 2014, iHeartCommunications issued and sold $750.0 million in aggregate principal amount of 9% Priority Guarantee Notes due2022 and used the net proceeds of such issuance to prepay at par $729.0 million of the loans outstanding under its term loan B facility and $12.1 million ofthe loans outstanding under its term loan C-asset sale facility, and to pay accrued and unpaid interest with regard to such loans to, but not including, the dateof prepayment. On September 29, 2014, iHeartCommunications issued an additional $250.0 million in aggregate principal amount of 9% Priority Guarantee Notesdue 2022 and used the proceeds of such issuance to prepay at par $245.9 million of loans outstanding under its term loan B facility and $4.1 million of loansoutstanding under its term loan C-asset sale facility, and to pay accrued and unpaid interest with regard to such loans to, but not including, the date ofrepayment. 2013 Refinancing TransactionsIn February 2013, iHeartCommunications issued $575.0 million aggregate principal amount of the outstanding 11.25% Priority Guarantee Notesdue 2021 and used the net proceeds of such notes, together with the proceeds of borrowings under its receivables based credit facility and cash on hand, toprepay all $846.9 million of loans outstanding under its Term Loan A and to pay related fees and expenses. During June 2013, iHeartCommunications amended its senior secured credit facility by extending a portion of Term Loan B and Term Loan C loansdue 2016 through the creation of a new $5.0 billion Term Loan D due January 30, 2019. The amendment also permitted iHeartCommunications to makeapplicable high yield discount obligation catch-up payments beginning in May 2018 with respect to the new Term Loan D and any notes issued inconnection with iHeartCommunications’ exchange of its outstanding 10.75% senior cash pay notes due 2016 and 11.00%/11.75% senior toggle notes due2016. During June 2013, iHeartCommunications exchanged $348.1 million aggregate principal amount of senior cash pay notes for $348.0 millionaggregate principal amount of the Senior Notes due 2021 and $917.2 million aggregate principal amount of senior toggle notes (including $452.7 millionaggregate principal amount held by a subsidiary of iHeartCommunications) for $853.0 million aggregate principal amount of Senior Notes due 2021(including $421.0 million aggregate principal amount issued to the subsidiary of iHeartCommunications) and $64.2 million of cash (including $31.7 millionof cash paid to the subsidiary of iHeartCommunications), pursuant to the exchange offer. In connection with the exchange offer and the senior secured creditfacility amendment, both of which were accounted for as modifications of existing debt in accordance with ASC 470-50, we incurred expenses of$17.9 million which are included in “Other income (expenses), net”. Further, in December 2013, iHeartCommunications exchanged an additional $353.8 million aggregate principal amount of senior cash pay notes for$389.2 million aggregate principal amount of the Senior Notes due 2021 and $14.2 million of cash as well as an additional $212.1 million aggregateprincipal amount of senior toggle notes for $233.3 million aggregate principal amount of Senior Notes due 2021 and $8.5 million of cash, pursuant to theexchange offer. In connection with the exchange offer, which was accounted for as extinguishment of existing debt in accordance with ASC 470-50, weincurred expenses of $84.0 million, which are included in “Loss on extinguishment of debt”. In addition, during December 2013, iHeartCommunications amended its senior secured credit facility by extending a portion of Term Loan B andTerm Loan C loans due 2016 through the creation of a new $1.3 billion Term Loan E due July 30, 2019. In connection with the senior secured credit facilityamendment, which was accounted for as modifications of existing debt, we incurred expenses of $5.5 million which are included in “Other income(expenses), net”.65 Dispositions and Other2015During the first quarter of 2015, the Company sold two office buildings located in San Antonio, Texas for $34.3 million. Concurrently with the saleof these properties, the Company entered into lease agreements for the continued use of the buildings, pursuant to which the Company will have annual leasepayments of $2.6 million. The Company recognized a gain of $8.1 million on the sale of one of the buildings, which is being recognized over the term of thelease. During 2015, we entered into a sale-leaseback arrangement, in which we sold 376 of our broadcast communication tower sites and related assets for$369.9 million. Simultaneous with the sales, we entered into lease agreements for the continued use of space on 367 of the towers sold. Upon completion ofthe transactions, we realized a net gain of $210.6 million, of which $109.0 million was deferred and will be recognized over the lease term. The Companyincurred $13.3 million in operating lease expense in relation to these agreements in the year ended December 31, 2015. On January 15, 2016, we and certainof our subsidiaries completed the final closing for the sale of six of the Company’s broadcast communication tower sites and related assets for approximately$5.5 million. Simultaneous with the sales, we entered into lease agreements for the continued use of tower space. The leases entered into as a part of thesetransactions are for a term of fifteen years and include three optional five-year renewal periods. In the first quarter of 2016, Americas outdoor sold nine non-strategic outdoor markets including Cleveland and Columbus, Ohio, Des Moines, Iowa,Ft. Smith, Arkansas, Memphis, Tennessee, Portland, Oregon, Reno, Nevada, Seattle, Washington and Wichita, Kansas for approximately $602 million in cashand certain advertising assets in Florida. 2014During 2014, the Company sold its 50% interest in Australian Radio Network (“ARN”), an Australian company that owns and operates radio stationsin Australia and New Zealand. An impairment charge of $95.4 million was recorded during the fourth quarter of 2013 to write down the investment to itsestimated fair value. Upon sale of ARN, the Company recognized a loss of $2.4 million and $11.5 million of foreign exchange losses, which were reclassifiedfrom accumulated other comprehensive income. During 2014, our International outdoor segment sold its 50% interest in Buspak, a bus advertising company in Hong Kong and recognized a gain onsale of $4.5 million. 2013During 2013, our Americas outdoor segment divested certain outdoor advertising assets in Times Square for approximately $18.7 million resultingin a gain of $12.2 million. In addition, our iHM segment exercised a put option that sold five radio stations in the Green Bay market for approximately$17.6 million and recorded a gain of $0.5 million. These net gains are included in “Other operating income, net.” We sold our shares of Sirius XM Radio, Inc. for $135.5 million and recognized a gain on the sale of securities of $130.9 million. This net gain isincluded in “Gain on sale of marketable securities.” Uses of CapitalDebt Repurchases, Maturities and Other2015On February 26, 2015, iHeartCommunications prepaid at par $916.1 million of loans outstanding under its Term Loan B facility and $15.2 millionof loans outstanding under its Term Loan C-asset sale facility, using a portion of the net proceeds of the 10.625% Priority Guarantee Notes due 2023 issuedon such date. 2014During the period of October 1, 2014 through December 31, 2014, CC Finco repurchased via open market transactions a total of $177.1 millionaggregate principal amount of notes, comprised of $57.1 million of iHeartCommunications’ outstanding 5.5% Senior Notes due 2016 and $120.0 million ofiHeartCommunications’ outstanding 10.0% Senior Notes due 2018, for a total purchase price of $159.3 million, including accrued interest. The notesrepurchased by CC Finco were not cancelled and remain outstanding. 66 On September 29, 2014, iHeartCommunications prepaid at par $245.9 million of the loans outstanding under its 9% Term Loan B facility and$4.1million of the loans outstanding under its Term Loan C-asset sale facility, using the net proceeds of the Priority Guarantee Notes due 2022 issued onsuch date. On September 10, 2014, iHeartCommunications prepaid at par $729.0 million of the loans outstanding under its 9% Term Loan B facility and $12.1million of the loans outstanding under its Term Loan C-asset sale facility, using the net proceeds of the Priority Guarantee Notes due 2022 issued on suchdate. On August 22, 2014, iHeartCommunications redeemed all of the outstanding $94.3 million aggregate principal amount of 10.75% Senior Cash PayNotes due 2016 and $127.9 million aggregate principal amount of 11.00%/11.75% Senior Toggle Notes due 2016 using proceeds of the issuance to CCFinco of new 14.0% Senior Notes due 2021. On June 6, 2014, using the proceeds from the issuance of the 10.0% Senior Notes due 2018, iHeartCommunications redeemed $567.1 millionaggregate principal amount of iHeartCommunications’ 5.5% Senior Notes due 2014 (including $158.5 million principal amount of the notes held by asubsidiary of iHeartCommunications) and $241.0 million aggregate principal amount of iHeartCommunications’ 4.9% Senior Notes due 2015. During March 2014, CC Finco repurchased, through open market purchases, a total of $61.9 million aggregate principal amount of notes, comprisedof $52.9 million of iHeartCommunications’ outstanding 5.5% Senior Notes due 2014 and $9.0 million of iHeartCommunications’ outstanding 4.9% SeniorNotes due 2015, for a total purchase price of $63.1 million, including accrued interest. CC Finco contributed the notes to a subsidiary of ours andiHeartCommunications cancelled these notes subsequent to the purchase. During February 2014, iHeartCommunications repaid all principal amounts outstanding under its receivables based credit facility, using cash onhand. This voluntary repayment did not reduce the commitments under this facility and iHeartCommunications has the ability to redraw amounts under thisfacility at any time. 2013During August 2013, iHeartCommunications made a $25.3 million scheduled applicable high-yield discount obligation payment to the holders ofthe senior toggle notes. During February 2013, using the proceeds from the issuance of the 11.25% Priority Guarantee Notes due 2021 along with borrowings under thereceivables based credit facility of $269.5 million and cash on hand, iHeartCommunications prepaid all $846.9 million outstanding under its Term Loan Aunder its senior secured credit facilities. We recorded a loss of $3.9 million in “Loss on extinguishment of debt” related to the accelerated expensing of loanfees. During January 2013, iHeartCommunications repaid its 5.75% senior notes at maturity for $312.1 million (net of $187.9 million principal amountrepaid to a subsidiary of iHeartCommunications with respect to notes repurchased and held by such entity), plus accrued interest, using cash on hand. Capital Expenditures Capital expenditures for the years ended December 31, 2015, 2014 and 2013 were as follows: (In millions)Years Ended December 31, 2015 2014 2013iHM$ 59.0 $ 50.4 $ 75.7 Americas outdoor advertising 82.2 109.7 96.6 International outdoor advertising 132.5 117.5 100.9 Corporate and Other 22.7 40.6 51.3 Total capital expenditures$ 296.4 $ 318.2 $ 324.5 Stock RegistrationOn June 24, 2015, we registered 4,000,000 shares of our Class A common stock, par value $0.001 per share, for offer or sale under our 2015Executive Long-Term Incentive Plan.67 On July 27, 2015, the board of directors approved the issuance of 1,253,831 restricted shares pursuant to our 2015 Executive Long-term IncentivePlan. Our capital expenditures are not of significant size individually and primarily relate to the ongoing deployment of digital displays andimprovements to traditional displays in our Americas outdoor segment as well as new billboard and street furniture contracts and renewals of existingcontracts in our International outdoor segment, studio and broadcast equipment at iHM and software at Corporate. See the Contractual Obligations table under “Commitments, Contingencies and Guarantees” and Note 6 to our Consolidated Financial Statementslocated in Item 8 of Part II of this Annual Report on Form 10-K for the Company's future capital expenditure commitments. DividendsWe have never paid cash dividends on our Class A common stock. iHeartCommunications’ debt financing arrangements include restrictions on itsability to pay dividends as described in this MD&A, which in turn affects our ability to pay dividends. AcquisitionsThe Company is the beneficiary of Aloha Station Trust, LLC (the “Aloha Trust”), which owns and operates radio stations which the Aloha Trust isrequired to divest in order to comply with Federal Communication Commission (“FCC”) media ownership rules, and which are being marketed for sale.During 2014, the Aloha Trust completed a transaction in which it exchanged two radio stations for a portfolio of 29 radio stations. In this transaction theCompany received 28 radio stations. One radio station was placed into the Brunswick Station Trust, LLC in order to comply with FCC media ownershiprules where it is being marketed for sale, and the Company is the beneficiary of this trust. The exchange was accounted for at fair value in accordance withASC 805, Business Combinations. The disposal of these radio stations resulted in a gain on sale of $43.5 million, which is included in other operatingincome. This acquisition resulted in an aggregate increase in net assets of $49.2 million, which includes $13.8 million in indefinite-lived intangible assets,$10.2 million in definite-lived intangibles, $8.1 million in property, plant and equipment and $0.8 million of assumed liabilities. In addition, the Companyrecognized $17.9 million of goodwill. Stock PurchasesOn August 9, 2010, iHeartCommunications announced that its board of directors approved a stock purchase program under whichiHeartCommunications or its subsidiaries may purchase up to an aggregate of $100.0 million of our Class A common stock and/or the Class A common stockof CCOH. The stock purchase program does not have a fixed expiration date and may be modified, suspended or terminated at any time atiHeartCommunications’ discretion. As of December 31, 2014, an aggregate $34.2 million was available under this program. In January 2015, CC Finco, LLC(“CC Finco”), an indirect wholly-owned subsidiary of the Company, purchased 2,000,000 shares of CCOH’s Class A common stock for $20.4 million. OnApril 2, 2015, CC Finco purchased an additional 2,172,946 shares of CCOH’s Class A common stock for $22.2 million, increasing iHeartCommunications’collective holdings to represent slightly more than 90% of the outstanding shares of CCOH’s common stock on a fully-diluted basis, assuming theconversion of all of CCOH’s Class B common stock into Class A common stock. As a result of this purchase, the stock purchase program concluded. Thepurchase of shares in excess of the amount available under the stock purchase program was separately approved by the board of directors. On December 3, 2015, Clear Channel Holdings, Inc. contributed 100,000,000 shares of CCOH’s Class B Common Stock to Broader Media, LLC, anindirect wholly-owned subsidiary of the Company, as a capital contribution, to provide greater flexibility in support of future financing transactions, sharedispositions and other similar transactions. Certain Relationships with the SponsorsiHeartCommunications is party to a management agreement with certain affiliates of Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P.(together, the “Sponsors”) and certain other parties pursuant to which such affiliates of the Sponsors will provide management and financial advisory servicesuntil 2018. These arrangements require management fees to be paid to such affiliates of the Sponsors for such services at a rate not greater than $15.0 millionper year, plus reimbursable expenses. During the years ended December 31, 2015, 2014 and 2013, we recognized management fees and reimbursableexpenses of $15.4 million, $15.2 million and $15.8 million, respectively. 68 CCOH DividendsIn connection with the cash management arrangements for CCOH, iHeartCommunications maintains an intercompany revolving promissory notepayable by iHeartCommunications to CCOH (the “Note”), which consists of the net activities resulting from day-to-day cash management services providedby iHeartCommunications to CCOH. As of December 31, 2015, the balance of the Note was $930.8 million, all of which is payable on demand. The Note iseliminated in consolidation in our consolidated financial statements.The Note previously was the subject of litigation. Pursuant to the terms of the settlement of that litigation, CCOH’s board of directors established acommittee for the specific purpose of monitoring the Note. That committee has the non-exclusive authority, pursuant to the terms of its charter, to demandpayments under the Note under certain specified circumstances tied to the Company’s liquidity or the amount outstanding under the Due from Note as longas CCOH makes a simultaneous dividend equal to the amount so demanded.On August 11, 2014, in accordance with the terms of its charter, (i) that committee demanded repayment of $175 million outstanding under the Noteon such date and (ii) CCOH paid a special cash dividend in aggregate amount equal to $175 million to CCOH’s stockholders of record as of August 4, 2014.As the indirect parent of CCOH, we were entitled to approximately 88% of the proceeds from such dividend through our wholly-owned subsidiaries. Theremaining approximately 12% of the proceeds from the dividend, or approximately $21 million, was paid to the public stockholders of CCOH and isincluded in Dividends and other payments to noncontrolling interests in our consolidated statement of cash flows. We funded the net payment of this $21million with cash on hand, which reduced the amount of cash we have available to fund our working capital needs, debt service obligations and otherobligations. Following satisfaction of the demand, the balance outstanding under the Note was reduced by $175 million. On December 16, 2015, CCIBV, an indirect subsidiary of the Company and of CCOH, issued $225.0 million in aggregate principal amount of 8.75%Senior Notes due 2020, the proceeds of which were used to fund a dividend by CCOH, which was paid on January 7, 2016. We received $196.3 million ofthe dividend through three of our wholly-owned subsidiaries, and approximately $21.5 million was paid to the public stockholders of CCOH. In the first quarter of 2016, CCOH sold nine non-strategic Americas outdoor markets for an aggregate purchase price of approximately $602 millionin cash and certain advertising assets in Florida (the “Transactions”). Following the completion of the Transactions, the board of directors of CCOH made ademand for the repayment of $300.0 million outstanding on the Note and declared special cash dividends in an aggregate amount of $540.0 million, whichwere paid on February 4, 2016. A portion of the proceeds of the Transactions, together with the proceeds from the concurrent $300.0 million repayment ofthe Note, were used to fund the dividends. We received $486.5 million of the dividend proceeds ($186.5 million net of iHeartCommunications’ repayment ofthe Note) through three of our wholly-owned subsidiaries, and approximately $53.5 million was paid to the public stockholders of CCOH. Commitments, Contingencies and GuaranteesWe are currently involved in certain legal proceedings arising in the ordinary course of business and, as required, have accrued our estimate of theprobable costs for resolution of those claims for which the occurrence of loss is probable and the amount can be reasonably estimated. These estimates havebeen developed in consultation with counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlementstrategies. It is possible, however, that future results of operations for any particular period could be materially affected by changes in our assumptions or theeffectiveness of our strategies related to these proceedings. Please refer to Item 3. “Legal Proceedings” within Part I of this Annual Report on Form 10-K. Certain agreements relating to acquisitions provide for purchase price adjustments and other future contingent payments based on the financialperformance of the acquired companies generally over a one to five-year period. The aggregate of these contingent payments, if performance targets are met,would not significantly impact our financial position or results of operations. In addition to our scheduled maturities on our debt, we have future cash obligations under various types of contracts. We lease office space, certainbroadcast facilities, equipment and the majority of the land occupied by our outdoor advertising structures under long-term operating leases. Some of ourlease agreements contain renewal options and annual rental escalation clauses (generally tied to the consumer price index), as well as provisions for ourpayment of utilities and maintenance. We have minimum franchise payments associated with non-cancelable contracts that enable us to display advertising on such media as buses, trains,bus shelters and terminals. The majority of these contracts contain rent provisions that are calculated as the greater of a percentage of the relevant advertisingrevenue or a specified guaranteed minimum annual payment. Also, we have non-cancelable contracts in our radio broadcasting operations related to programrights and music license fees. 69 In the normal course of business, our broadcasting operations have minimum future payments associated with employee and talent contracts. Thesecontracts typically contain cancellation provisions that allow us to cancel the contract with good cause. The scheduled maturities of iHeartCommunications’ senior secured credit facilities, receivables based credit facility, priority guarantee notes, otherlong-term debt outstanding, and our future minimum rental commitments under non-cancelable lease agreements, minimum payments under other non-cancelable contracts, payments under employment/talent contracts, capital expenditure commitments and other long-term obligations as of December 31,2015 are as follows: (In thousands)Payments due by PeriodContractual ObligationsTotal 2016 2017-2018 2019-2020 ThereafterLong-term Debt: Secured Debt$ 12,830,043 $ 4,381 $ 247,524 $ 8,300,780 $ 4,277,358 Senior Notes due 2021 (1) 1,886,585 - 24,818 133,140 1,728,627 iHeartCommunications Legacy Notes 667,900 192,900 175,000 - 300,000 Senior Notes due 2018 730,000 - 730,000 - - CCWH Senior Notes 2,725,000 - - - 2,725,000 CCWH Senior Subordinated Notes 2,200,000 - - 2,200,000 - CCIBV Senior Notes 225,000 - - 225,000 - Other Long-term Debt 165 51 114 - - Interest payments on long-term debt (2) 8,323,726 1,754,683 3,416,125 2,150,150 1,002,768 Non-cancelable operating leases 3,915,338 424,613 702,454 582,521 2,205,750 Non-cancelable contracts 1,746,643 521,013 530,006 336,465 359,159 Employment/talent contracts 147,917 83,241 58,301 6,375 - Capital expenditures 69,003 41,180 12,944 2,334 12,545 Unrecognized tax benefits (3) 113,563 - - - 113,563 Other long-term obligations (4) 301,179 (190) 37,414 39,378 224,577 Total$ 35,882,062 $ 3,021,872 $ 5,934,700 $ 13,976,143 $ 12,949,347 (1)Beginning on August 1, 2018 and continuing with each interest payment thereafter, we are required to make certain applicable high yield discountobligation (“AHYDO”) catch-up payments on the principal amount outstanding of Senior Notes due 2021. Contractual obligations due in the years2017-2018 and 2019-2020 include $24.8 million and $133.1 million, respectively, related to the AHYDO payments. The table includes the currentprincipal amount of Senior Notes due 2021 and reflects the assumption of additional PIK notes to be issued at each successive interest payment date inthe future until maturity.(2)Interest payments on the senior secured credit facilities assume the interest rate is held constant over the remaining term.(3)The non-current portion of the unrecognized tax benefits is included in the “Thereafter” column as we cannot reasonably estimate the timing or amountsof additional cash payments, if any, at this time. For additional information, see Note 7 included in Item 8 of Part II of this Annual Report on Form 10-K.(4)Other long-term obligations includes $47.6 million related to asset retirement obligations recorded pursuant to ASC 410-20, which assumes theunderlying assets will be removed at some period over the next 50 years. Also included are $.3 million of contract payments in our syndicated radio andmedia representation businesses and $253.3 million of various other long-term obligations. SEASONALITYTypically, the iHM, Americas outdoor and International outdoor segments experience their lowest financial performance in the first quarter of thecalendar year, with International outdoor historically experiencing a loss from operations in that period. Our International outdoor segment typicallyexperiences its strongest performance in the second and fourth quarters of the calendar year. We expect this trend to continue in the future. In addition, themajority of interest payments made in relation to long-term debt are paid in the first and third quarters of each calendar year. 70 MARKET RISKWe are exposed to market risks arising from changes in market rates and prices, including movements in interest rates, foreign currency exchangerates and inflation. Interest Rate RiskA significant amount of our long-term debt bears interest at variable rates. Accordingly, our earnings will be affected by changes in interest rates. Asof December 31, 2015, approximately 31% of our aggregate principal amount of long-term debt bears interest at floating rates. Assuming the current level ofborrowings and assuming a 100% change in LIBOR, it is estimated that our interest expense for the year ended December 31, 2015 would have changed by$13.3 million. In the event of an adverse change in interest rates, management may take actions to mitigate our exposure. However, due to the uncertainty of theactions that would be taken and their possible effects, the preceding interest rate sensitivity analysis assumes no such actions. Further, the analysis does notconsider the effects of the change in the level of overall economic activity that could exist in such an environment. Foreign Currency Exchange Rate RiskWe have operations in countries throughout the world. Foreign operations are measured in their local currencies. As a result, our financial resultscould be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which we haveoperations. We believe we mitigate a small portion of our exposure to foreign currency fluctuations with a natural hedge through borrowings in currenciesother than the U.S. dollar. Our foreign operations reported net income of $40.5 million for year ended December 31, 2015. We estimate a 10% increase in thevalue of the U.S. dollar relative to foreign currencies would have decreased our net income for the year ended December 31, 2015 by $4.1 million. A 10%decrease in the value of the U.S. dollar relative to foreign currencies during the year ended December 31, 2015 would have increased our net income by acorresponding amount. This analysis does not consider the implications that such currency fluctuations could have on the overall economic activity that could exist in suchan environment in the U.S. or the foreign countries or on the results of operations of these foreign entities. InflationInflation is a factor in the economies in which we do business and we continue to seek ways to mitigate its effect. Inflation has affected ourperformance in terms of higher costs for wages, salaries and equipment. Although the exact impact of inflation is indeterminable, we believe we have offsetthese higher costs by increasing the effective advertising rates of most of our broadcasting stations and outdoor display faces in our iHM, Americas outdoorand International outdoor operations. NEW ACCOUNTING PRONOUNCEMENTSDuring the first quarter of 2015, the Company adopted the Financial Accounting Standards Board’s (“FASB”) ASU No. 2014-08, Presentation ofFinancial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360), Reporting Discontinued Operations and Disclosures of Disposals ofComponents of an Entity. This update provides guidance for the recognition, measurement and disclosure of discontinued operations. The adoption of thisguidance did not have a material effect on the Company’s consolidated financial statements. During the first quarter of 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810), Amendments to the Consolidation Analysis. Thisnew standard eliminates the deferral of FAS 167, which has allowed entities with interest in certain investment funds to follow the previous consolidationguidance in FIN 46(R) and makes other changes to both the variable interest model and the voting model. The standard is effective for annual periods, and forinterim periods within those annual periods, beginning after December 15, 2015. The Company is currently evaluating the impact of the provisions of thisnew standard on its financial position and results of operations. During the second quarter of 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying thePresentation of Debt Issuance Costs. This update requires entities to present debt issuance costs related to a recognized debt liability as a direct deductionfrom the carrying amount of that direct debt liability. The standard is effective for annual periods, and for interim periods within those annual periods,beginning after December 15, 2015. The Company is currently evaluating the impact of the provisions of this new standard on its financial position andresults of operations. 71 During the third quarter of 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the EffectiveDate. This update provides a one-year deferral of the effective date for ASU No. 2014-09, Revenue from Contracts with Customers. ASU No. 2014-09provides guidance for the recognition, measurement and disclosure of revenue resulting from contracts with customers and will supersede virtually all of thecurrent revenue recognition guidance under U.S. GAAP. The standard is effective for the first interim period within annual reporting periods beginning afterDecember 15, 2017. The Company is currently evaluating the impact of the provisions of this new standard on its financial position and results ofoperations. During the third quarter of 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting forMeasurement-Period Adjustments. This update eliminates the requirement for an acquirer in a business combination to account for measurement-periodadjustments retrospectively. Instead, acquirers must recognize measurement-period adjustments during the period in which they determine the amounts,including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date.The standard is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The Company is currentlyevaluating the impact of the provisions of this new standard on its financial position and results of operations. During the fourth quarter of 2015, the Company adopted FASB’s ASU No. 2015-17, Income Taxes (Topic 740), Balance Sheet Classification ofDeferred Taxes. This update requires companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separatingdeferred taxes into current and noncurrent amounts. The adoption of this guidance did not have a material effect on the Company’s consolidated financialstatements. CRITICAL ACCOUNTING ESTIMATESThe preparation of our financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions thataffect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reportedamount of expenses during the reporting period. On an ongoing basis, we evaluate our estimates that are based on historical experience and on various otherassumptions that are believed to be reasonable under the circumstances. The result of these evaluations forms the basis for making judgments about thecarrying values of assets and liabilities and the reported amount of expenses that are not readily apparent from other sources. Because future events and theireffects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such difference could be material. Oursignificant accounting policies are discussed in the notes to our consolidated financial statements included in Item 8 of Part II of this Annual Report onForm 10-K. Management believes that the following accounting estimates are the most critical to aid in fully understanding and evaluating our reportedfinancial results, and they require management’s most difficult, subjective or complex judgments, resulting from the need to make estimates about the effectof matters that are inherently uncertain. The following narrative describes these critical accounting estimates, the judgments and assumptions and the effectif actual results differ from these assumptions. Allowance for Doubtful AccountsWe evaluate the collectability of our accounts receivable based on a combination of factors. In circumstances where we are aware of a specificcustomer’s inability to meet its financial obligations, we record a specific reserve to reduce the amounts recorded to what we believe will be collected. For allother customers, we recognize reserves for bad debt based on historical experience for each business unit, adjusted for relative improvements or deteriorationsin the agings and changes in current economic conditions. If our agings were to improve or deteriorate resulting in a 10% change in our allowance, we estimated that our bad debt expense for the year endedDecember 31, 2015 would have changed by approximately $3.5 million. LeasesThe most significant estimates used by management in accounting for leases and the impact of these estimates are as follows: Expected lease term - Our expected lease term includes both contractual lease periods and cancelable option periods where failure to exercise suchoptions would result in an economic penalty. The expected lease term is used in determining whether the lease is accounted for as an operating lease or acapital lease. A lease is considered a capital lease if the lease term exceeds 75% of the leased asset's useful life. The expected lease term is also used indetermining the depreciable life of the asset. An increase in the expected lease term will increase the probability that a lease may be considered a capital leaseand will generally result in higher interest and depreciation expense for a leased property recorded on our balance sheet. Incremental borrowing rate - The incremental borrowing rate is primarily used in determining whether the lease is accounted for as an operatinglease or a capital lease. A lease is considered a capital lease if the net present value of the minimum lease payments72 is greater than 90% of the fair market value of the property. An increase in the incremental borrowing rate decreases the net present value of the minimumlease payments and reduces the probability that a lease will be considered a capital lease. Fair market value of leased asset - The fair market value of leased property is generally estimated based on comparable market data as provided bythird-party sources. Fair market value is used in determining whether the lease is accounted for as an operating lease or a capital lease. A lease is considered acapital lease if the net present value of the minimum lease payments equals or exceeds 90% of the fair market value of the leased property. A higher fairmarket value reduces the likelihood that a lease will be considered a capital lease. Long-lived AssetsLong-lived assets, including structures and other property, plant and equipment and definite-lived intangibles, are reported at historical cost lessaccumulated depreciation and amortization. We estimate the useful lives for various types of advertising structures and other long-lived assets based on ourhistorical experience and our plans regarding how we intend to use those assets. Advertising structures have different lives depending on their nature, withlarge format bulletins generally having longer depreciable lives and posters and other displays having shorter depreciable lives. Street furniture and transitdisplays are depreciated over their estimated useful lives or appropriate contractual periods, whichever is shorter. Our experience indicates that the estimateduseful lives applied to our portfolio of assets have been reasonable, and we do not expect significant changes to the estimated useful lives of our long-livedassets in the future. When we determine that structures or other long-lived assets will be disposed of prior to the end of their useful lives, we estimate therevised useful lives and depreciate the assets over the revised period. We also review long-lived assets for impairment when events and circumstancesindicate that depreciable and amortizable long-lived assets might be impaired and the undiscounted cash flows estimated to be generated by those assets areless than the carrying amounts of those assets. When specific assets are determined to be unrecoverable, the cost basis of the asset is reduced to reflect thecurrent fair market value. We use various assumptions in determining the remaining useful lives of assets to be disposed of prior to the end of their useful lives and indetermining the current fair market value of long-lived assets that are determined to be unrecoverable. Estimated useful lives and fair values are sensitive tofactors including contractual commitments, regulatory requirements, future expected cash flows, industry growth rates and discount rates, as well as futuresalvage values. Our impairment loss calculations require management to apply judgment in estimating future cash flows, including forecasting useful lives ofthe assets and selecting the discount rate that reflects the risk inherent in future cash flows. If actual results are not consistent with our assumptions and judgments used in estimating future cash flows and asset fair values, we may be exposedto future impairment losses that could be material to our results of operations. Indefinite-lived Intangible AssetsIn connection with the Merger Agreement pursuant to which we acquired iHeartCommunications in 2008, we allocated the purchase price to all ofour assets and liabilities at estimated fair values, including our FCC licenses and our billboard permits. Indefinite-lived intangible assets, such as our FCClicenses and our billboard permits, are reviewed annually for possible impairment using the direct valuation method as prescribed in ASC 805-20-S99. Underthe direct valuation method, the estimated fair value of the indefinite-lived intangible assets was calculated at the market level as prescribed by ASC 350-30-35.Under the direct valuation method, it is assumed that rather than acquiring indefinite-lived intangible assets as a part of a going concern business, thebuyer hypothetically obtains indefinite-lived intangible assets and builds a new operation with similar attributes from scratch. Thus, the buyer incurs start-upcosts during the build-up phase which are normally associated with going concern value. Initial capital costs are deducted from the discounted cash flowsmodel which results in value that is directly attributable to the indefinite-lived intangible assets. Our key assumptions using the direct valuation method are market revenue growth rates, market share, profit margin, duration and profile of thebuild-up period, estimated start-up capital costs and losses incurred during the build-up period, the risk-adjusted discount rate and terminal values. This datais populated using industry normalized information representing an average asset within a market. Historically, the Company performed its annual impairment test on indefinite-lived intangible assets as of October 1 of each year. Beginning in thethird quarter of 2015, the Company began performing its annual impairment test on July 1 of each year. On July 1, 2015, we performed our annual impairment test in accordance with ASC 350-30-35 and did not recognize any aggregate impairmentcharges related to FCC Licenses and recognized an impairment of $21.6 million related to billboard permits in one of our outdoor markets. 73 In determining the fair value of our FCC licenses, the following key assumptions were used:§ Revenue growth sales forecasts and published by BIA Financial Network, Inc. (“BIA”), varying by market, were used for the initial four-yearperiod;§ 2.0% revenue growth was assumed beyond the initial four-year period;§ Revenue was grown proportionally over a build-up period, reaching market revenue forecast by year 3;§ Operating margins of 12.5% in the first year gradually climb to the industry average margin in year 3 of up to 27.1%, depending on market size;and§ Assumed discount rates of 9.0% for the 13 largest markets and 9.5% for all other markets. In determining the fair value of our billboard permits, the following key assumptions were used:§ Industry revenue growth forecast at 3.0% was used for the initial four-year period;§ 3.0% revenue growth was assumed beyond the initial four-year period;§ Revenue was grown over a build-up period, reaching maturity by year 2;§ Operating margins gradually climb to the industry average margin of up to 56.0%, depending on market size, by year 3; and§ Assumed discount rate of 8.0%. While we believe we have made reasonable estimates and utilized appropriate assumptions to calculate the fair value of our indefinite-livedintangible assets, it is possible a material change could occur. If future results are not consistent with our assumptions and estimates, we may be exposed toimpairment charges in the future. The following table shows the change in the fair value of our indefinite-lived intangible assets that would result from a 100basis point decline in our discrete and terminal period revenue growth rate and profit margin assumptions and a 100 basis point increase in our discount rateassumption: (In thousands) Revenue Profit DiscountDescription Growth Rate Margin RatesFCC license $ 394,350 $ 153,665 $ 445,694 Billboard permits $ 959,600 $ 161,500 $ 965,100 The estimated fair value of our FCC licenses and billboard permits at July 1, 2015 was $6.1 billion ($3.0 billion for FCC licenses and $3.1 billion forbillboard permits), while the carrying value was $3.5 billion. The estimated fair value of our FCC licenses and billboard permits at October 1, 2014 was$5.5 billion ($2.9 billion for FCC licenses and $2.6 billion for billboard permits), while the carrying value was $3.5 billion. GoodwillGoodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. We testgoodwill at interim dates if events or changes in circumstances indicate that goodwill might be impaired. The fair value of our reporting units is used toapply 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 chargemay be required to be recorded. The discounted cash flow approach we use for valuing goodwill as part of the two-step impairment testing approach involves estimating future cashflows expected to be generated from the related assets, discounted to their present value using a risk-adjusted discount rate. Terminal values are alsoestimated and discounted to their present value. Historically, the Company performed its annual impairment test on goodwill as of October 1 of each year. Beginning in the third quarter of 2015,the Company began performing its annual impairment test on July 1 of each year. On July 1, 2015, we performed our annual impairment test in accordance with ASC 350-30-35, resulting in no goodwill impairment charge. Indetermining the fair value of our reporting units, we used the following assumptions:§ Expected cash flows underlying our business plans for the periods 2015 through 2019. Our cash flow assumptions are based on detailed, multi-year forecasts performed by each of our operating segments, and reflect the advertising outlook across our businesses.§ Cash flows beyond 2019 are projected to grow at a perpetual growth rate, which we estimated at 2.0% for our iHM segment, 3.0% for our Americasoutdoor and International outdoor segments, and 2.0% for our Other segment.§ In order to risk adjust the cash flow projections in determining fair value, we utilized a discount rate of approximately 8.0% to 11.5% for each ofour reporting units.74 Based on our annual assessment using the assumptions described above, a hypothetical 10.0% reduction in the estimated fair value in each of ourreporting units would not result in a material impairment condition. While we believe we have made reasonable estimates and utilized appropriate assumptions to calculate the estimated fair value of our reportingunits, it is possible a material change could occur. If future results are not consistent with our assumptions and estimates, we may be exposed to impairmentcharges in the future. The following table shows the decline in the fair value of each of our reportable segments that would result from a 100 basis pointdecline 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) Revenue Profit DiscountDescription Growth Rate Margin RatesiHM $ 1,440,000 $ 320,000 $ 1,400,000 Americas Outdoor $ 920,000 $ 190,000 $ 890,000 International Outdoor $ 450,000 $ 230,000 $ 420,000 Tax AccrualsOur estimates of income taxes and the significant items giving rise to the deferred tax assets and liabilities are shown in the notes to our consolidatedfinancial statements and reflect our assessment of actual future taxes to be paid on items reflected in the financial statements, giving consideration to bothtiming and probability of these estimates. Actual income taxes could vary from these estimates due to future changes in income tax law or results from thefinal review of our tax returns by federal, state or foreign tax authorities. We use our judgment to determine whether it is more likely than not that our deferred tax assets will be realized. Deferred tax assets are reduced byvaluation allowances if the Company believes it is more than likely than not that some portion or the entire asset will not be realized. We use our judgment to determine whether it is more likely than not that we will sustain positions that we have taken on tax returns and, if so, theamount of benefit to initially recognize within our financial statements. We regularly review our uncertain tax positions and adjust our unrecognized taxbenefits (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. Litigation AccrualsWe are currently involved in certain legal proceedings. Based on current assumptions, we have accrued an estimate of the probable costs for theresolution of those claims for which the occurrence of loss is probable and the amount can be reasonably estimated. Future results of operations could bematerially affected by changes in these assumptions or the effectiveness of our strategies related to these proceedings. Management’s estimates have been developed in consultation with counsel and are based upon an analysis of potential results, assuming acombination of litigation and settlement strategies. Insurance AccrualsWe are currently self-insured beyond certain retention amounts for various insurance coverages, including general liability and property andcasualty. Accruals are recorded based on estimates of actual claims filed, historical payouts, existing insurance coverage and projected future development ofcosts related to existing claims. Our self-insured liabilities contain uncertainties because management must make assumptions and apply judgment toestimate the ultimate cost to settle reported claims and claims incurred but not reported as of December 31, 2015. If actual results are not consistent with our assumptions and judgments, we may be exposed to gains or losses that could be material. A 10% changein our self-insurance liabilities at December 31, 2015 would have affected our net loss by approximately $2.2 million for the year ended December 31, 2015. 75 Asset Retirement ObligationsASC 410-20 requires us to estimate our obligation upon the termination or nonrenewal of a lease, to dismantle and remove our billboard structuresfrom the leased land and to reclaim the site to its original condition. Due to the high rate of lease renewals over a long period of time, our calculation assumes all related assets will be removed at some period over thenext 50 years. An estimate of third-party cost information is used with respect to the dismantling of the structures and the reclamation of the site. The interestrate used to calculate the present value of such costs over the retirement period is based on an estimated risk-adjusted credit rate for the same period. If ourassumption of the risk-adjusted credit rate used to discount current year additions to the asset retirement obligation decreased approximately 1%, our liabilityas of December 31, 2015 would not be materially impacted. Similarly, if our assumption of the risk-adjusted credit rate increased approximately 1%, ourliability would not be materially impacted. Share-Based CompensationUnder the fair value recognition provisions of ASC 718-10, share-based compensation cost is measured at the grant date based on the fair value ofthe award. Determining the fair value of share-based awards at the grant date requires assumptions and judgments about expected volatility and forfeiturerates, among other factors. If actual results differ significantly from these estimates, our results of operations could be materially impacted. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKRequired information is located within Item 7 of Part II of this Annual Report on Form 10-K.76 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Independent Registered Public Accounting Firm The Board of Directors and ShareholdersiHeartMedia, Inc.We We have audited the accompanying consolidated balance sheets of iHeartMedia, Inc. and subsidiaries (the Company) as of December 31, 2015 and 2014,and the related consolidated statements of comprehensive loss, changes in shareholders’ deficit and cash flows for each of the three years in the period endedDecember 31, 2015. Our audits also included the financial statement schedule listed in the Index at Item 15(a)2. These financial statements and schedule arethe responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our auditsprovide a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of iHeartMedia, Inc. andsubsidiaries at December 31, 2015 and 2014, and the consolidated results of their operations and their cash flows for each of the three years in the periodended December 31, 2015, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule,when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal controlover financial reporting as of December 31, 2015, based on criteria established in Internal Control-Integrated Framework issued by the Committee ofSponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 25, 2016 expressed an unqualified opinionthereon. /s/ Ernst & Young LLPSan Antonio, TexasFebruary 25, 2016 77CONSOLIDATED BALANCE SHEETS OFIHEARTMEDIA, INC. AND SUBSIDIARIES (In thousands)December 31, December 31, 2015 2014CURRENT ASSETS Cash and cash equivalents$ 772,678 $ 457,024 Accounts receivable, net of allowance of $34,889 in 2015 and $32,396 in 2014 1,442,038 1,395,248 Prepaid expenses 189,055 191,572 Assets held for sale 295,075 - Other current assets 112,037 98,506 Total Current Assets 2,810,883 2,142,350 PROPERTY, PLANT AND EQUIPMENT Structures, net 1,391,880 1,614,199 Other property, plant and equipment, net 820,676 1,084,865 INTANGIBLE ASSETS AND GOODWILL Indefinite-lived intangibles - licenses 2,413,483 2,411,071 Indefinite-lived intangibles - permits 971,327 1,066,748 Other intangibles, net 953,660 1,206,727 Goodwill 4,128,887 4,187,424 OTHER ASSETS Other assets 330,302 289,065 Total Assets$ 13,821,098 $ 14,002,449 CURRENT LIABILITIES Accounts payable$ 153,276 $ 132,258 Accrued expenses 834,416 799,475 Accrued interest 279,100 252,900 Deferred income 210,924 176,048 Current portion of long-term debt 181,512 3,604 Total Current Liabilities 1,659,228 1,364,285 Long-term debt 20,687,082 20,322,414 Deferred income taxes 1,554,898 1,526,095 Other long-term liabilities 526,571 454,863 Commitments and contingent liabilities (Note 6) SHAREHOLDERS' DEFICIT Noncontrolling interest 177,615 224,140 Class A Common Stock, par value $.001 per share, authorized 400,000,000 shares, issued 30,295,457 and 29,307,583 shares in 2015 and 2014, respectively 30 29 Class B Common Stock, par value $.001 per share, authorized 150,000,000 shares, issued 555,556 shares in 2015 and 2014 1 1 Class C Common Stock, par value $.001 per share, authorized 100,000,000 shares, issued 58,967,502 shares in 2015 and 2014 59 59 Additional paid-in capital 2,068,949 2,102,789 Accumulated deficit (12,437,011) (11,682,390) Accumulated other comprehensive loss (414,407) (308,590) Cost of shares (229,824 in 2015 and 227,638 in 2014) held in treasury (1,917) (1,246) Total Shareholders' Deficit (10,606,681) (9,665,208) Total Liabilities and Shareholders' Deficit$ 13,821,098 $ 14,002,449 See Notes to Consolidated Financial Statements78CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS OFIHEARTMEDIA, INC. AND SUBSIDIARIES(In thousands)Years Ended December 31, 2015 2014 2013 Revenue$ 6,241,516 $ 6,318,533 $ 6,243,044 Operating expenses: Direct operating expenses (excludes depreciation and amortization) 2,473,345 2,545,448 2,567,210 Selling, general and administrative expenses (excludes depreciation and amortization) 1,701,555 1,676,125 1,636,738 Corporate expenses (excludes depreciation and amortization) 315,564 320,331 313,514 Depreciation and amortization 673,991 710,898 730,828 Impairment charges 21,631 24,176 16,970 Other operating income, net 94,001 40,031 22,998 Operating income 1,149,431 1,081,586 1,000,782 Interest expense 1,805,496 1,741,596 1,649,451 Gain (loss) on investments, net (4,421) - 130,879 Equity in loss of nonconsolidated affiliates (902) (9,416) (77,696) Loss on extinguishment of debt (2,201) (43,347) (87,868) Other income (expense), net 13,056 9,104 (21,980) Loss before income taxes (650,533) (703,669) (705,334) Income tax benefit (expense) (86,957) (58,489) 121,817 Consolidated net loss (737,490) (762,158) (583,517) Less amount attributable to noncontrolling interest 17,131 31,603 23,366 Net loss attributable to the Company$ (754,621) $ (793,761) $ (606,883) Other comprehensive loss, net of tax: Foreign currency translation adjustments (114,906) (121,878) (33,001) Unrealized gain on securities and derivatives: Unrealized holding gain on marketable securities 553 327 16,576 Unrealized holding gain on cash flow derivatives - - 48,180 Other adjustments to comprehensive income (loss) (10,266) (11,438) 6,732 Reclassification adjustments 808 3,317 (83,752) Other comprehensive loss (123,811) (129,672) (45,265) Comprehensive loss (878,432) (923,433) (652,148) Less amount attributable to noncontrolling interest (22,410) (21,080) (2,476) Comprehensive loss attributable to the Company$ (856,022) $ (902,353) $ (649,672) Net loss attributable to the Company per common share: Basic (8.95) (9.46) (7.31) Weighted average common shares outstanding - Basic 84,278 83,941 83,364 Diluted (8.95) (9.46) (7.31) Weighted average common shares outstanding - Diluted 84,278 83,941 83,364 See Notes to Consolidated Financial Statements79CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT OFIHEARTMEDIA, INC. AND SUBSIDIARIES Controlling Interest (In thousands, except share data) Accumulated Common Shares Non- Additional Other Class C Class B Class A controlling Common Paid-in Accumulated Comprehensive Treasury Shares Shares Shares Interest Stock Capital Deficit Income (Loss) Stock TotalBalances at December 31, 201258,967,502 555,556 27,649,377 $303,997 $87 $2,141,921 ($10,281,746) ($153,284) ($6,166) ($7,995,191)Net income (loss) 23,366 (606,883) (583,517) Issuance (forfeiture) of restricted stock 1,855,002 4,192 2 (2) (423) 3,769 Amortization of share- based compensation 7,725 8,990 16,715 Dividend declared and paid to noncontrolling interests (91,887) (91,887) Other 614 (2,606) 733 (1,259) Other comprehensive income (2,476) (42,789) (45,265) Balances at December 31, 201358,967,502 555,556 29,504,379 $245,531 $89 $2,148,303 ($10,888,629) ($196,073) ($5,856) ($8,696,635)Net income (loss) 31,603 (793,761) (762,158) Issuance (forfeiture) of restricted stock (196,796) 2,237 (993) 1,244 Amortization of share- based compensation 7,743 2,970 10,713 Purchases of additional noncontrolling interest (1,944) (42,881) (3,925) (48,750) Dividend declared and paid to noncontrolling interests (40,027) (40,027) Other 77 (5,603) 5,603 77 Other comprehensive income (21,080) (108,592) (129,672) Balances at December 31, 201458,967,502 555,556 29,307,583 $224,140 $89 $2,102,789 ($11,682,390) ($308,590) ($1,246) ($9,665,208)Net income (loss) 17,131 (754,621) (737,490) Issuance (forfeiture) of restricted stock 987,874 2,886 1 (1) (671) 2,215 Amortization of share- based compensation 8,359 2,564 10,923 Purchases of additional noncontrolling interest (1,978) (36,403) (4,416) (42,797) Dividend declared and paid to noncontrolling interests (52,384) (52,384) Other 1,871 1,871 Other comprehensive income (22,410) (101,401) (123,811) Balances at December 31, 201558,967,502 555,556 30,295,457 $177,615 $90 $2,068,949 ($12,437,011) ($414,407) ($1,917) ($10,606,681) See Notes to Consolidated Financial Statements80CONSOLIDATED STATEMENTS OF CASH FLOWS OFIHEARTMEDIA, INC. AND SUBSIDIARIES (In thousands)Years Ended December 31, 2015 2014 2013Cash flows from operating activities: Consolidated net loss$ (737,490) $ (762,158) $ (583,517) Reconciling items: Impairment charges 21,631 24,176 16,970 Depreciation and amortization 673,991 710,898 730,828 Deferred taxes 27,848 33,923 (158,170) Provision for doubtful accounts 30,579 14,167 20,243 Amortization of deferred financing charges and note discounts, net 63,838 89,701 124,342 Share-based compensation 10,923 10,713 16,715 Gain on disposal of operating and fixed assets (107,186) (44,512) (22,998) (Gain) loss on investments 4,421 - (130,879) Equity in loss of nonconsolidated affiliates 902 9,416 77,696 Loss on extinguishment of debt 2,201 43,347 87,868 Other reconciling items, net (28,490) (14,325) 19,904 Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: Increase in accounts receivable (121,574) (13,898) (29,605) (Increase) decrease in prepaid expenses and other current assets (20,631) 15,216 (15,081) Increase (decrease) in accrued expenses (15,841) 31,049 25,348 Increase (decrease) in accounts payable 27,385 6,404 (2,620) Increase in accrued interest 59,608 88,560 16,014 Increase in deferred income 23,516 11,288 7,508 Changes in other operating assets and liabilities 7,065 (8,849) 12,306 Net cash provided by (used for) operating activities (77,304) 245,116 212,872 Cash flows from investing activities: Proceeds from sale of other investments 579 236,618 135,571 Purchases of businesses (27,588) 841 (97) Purchases of property, plant and equipment (296,380) (318,164) (324,526) Proceeds from disposal of assets 414,278 10,273 81,598 Purchases of other operating assets (29,159) (4,541) (21,532) Purchases of investments (29,006) (8,520) (38) Change in other, net (2,490) (5,189) (4,341) Net cash provided by (used for) investing activities 30,234 (88,682) (133,365) Cash flows from financing activities: Draws on credit facilities 350,000 68,010 272,252 Payments on credit facilities (123,849) (315,682) (27,315) Proceeds from long-term debt 1,172,777 2,062,475 575,000 Payments on long-term debt (931,420) (2,099,101) (1,248,860) Payments to repurchase noncontrolling interests (42,797) (48,750) (61,143) Dividends and other payments to noncontrolling interests (30,871) (40,027) (91,887) Deferred financing charges (18,644) (26,169) (18,390) Change in other, net 2,214 1,243 4,461 Net cash provided by (used for) financing activities 377,410 (398,001) (595,882) Effect of exchange rate changes on cash (14,686) (9,560) (484) Net increase (decrease) in cash and cash equivalents 315,654 (251,127) (516,859) Cash and cash equivalents at beginning of period 457,024 708,151 1,225,010 Cash and cash equivalents at end of period$ 772,678 $ 457,024 $ 708,151 SUPPLEMENTAL DISCLOSURES: Cash paid during the year for interest$ 1,686,988 $ 1,540,860 $ 1,543,455 Cash paid during the year for taxes 52,169 53,074 50,934 See Notes to Consolidated Financial Statements81IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESNature of BusinessiHeartMedia, Inc. (the “Company”) was formed in May 2007 by private equity funds sponsored by Bain Capital Partners, LLC and Thomas H. Lee Partners,L.P. (together, the “Sponsors”) for the purpose of acquiring the business of iHeartCommunications, Inc., a Texas company (“iHeartCommunications”). Theacquisition was completed on July 30, 2008 pursuant to the Agreement and Plan of Merger, dated November 16, 2006, as amended on April 18, 2007, May17, 2007 and May 13, 2008 (the “Merger Agreement”). The Company’s reportable operating segments are iHeartMedia (“iHM”), Americas outdoor advertising (“Americas outdoor”), and International outdooradvertising (“International outdoor”). The iHM segment provides media and entertainment services via broadcast and digital delivery. The Americasoutdoor and International outdoor segments provide outdoor advertising services in their respective geographic regions using various digital and traditionaldisplay types. Included in the “Other” category are the Company’s media representation business, Katz Media Group, as well as other general supportservices and initiatives, which are ancillary to its other businesses. Use of EstimatesThe preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management tomake estimates, judgments, and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes including,but not limited to, legal, tax and insurance accruals. The Company bases its estimates on historical experience and on various other assumptions that arebelieved to be reasonable under the circumstances. Actual results could differ from those estimates. Principles of ConsolidationThe consolidated financial statements include the accounts of the Company and its subsidiaries. Also included in the consolidated financial statements areentities for which the Company has a controlling financial interest or is the primary beneficiary. Investments in companies in which the Company owns 20 percent to 50 percent of the voting common stock or otherwise exercises significant influence over operating and financial policies of the Company areaccounted for using the equity method of accounting. All significant intercompany accounts have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the 2015 presentation. Included in International Outdoor Direct operating expenses andSelling, general and administrative expenses are $8.2 million and $3.2 million, respectively, recorded in the fourth quarter of 2015 to correct for accountingerrors included in the results for our Netherlands subsidiary reported in prior years. Such corrections are not considered to be material to current year or prioryear financial results. The Company is the beneficiary of two trusts created to comply with Federal Communications Commission (“FCC”) ownership rules. The radio stationsowned by the trusts are managed by independent trustees. The trustees are marketing these stations for sale, and the stations will have to be sold unless anystations may be owned by the Company under then-current FCC rules, in which case the trusts will be terminated with respect to such stations. The trustagreements stipulate that the Company must fund any operating shortfalls of the trust activities, and any excess cash flow generated by the trusts isdistributed to the Company. The Company is also the beneficiary of proceeds from the sale of stations held in the trusts. The Company consolidates thetrusts in accordance with ASC 810-10, which requires an enterprise involved with variable interest entities to perform an analysis to determine whether theenterprise’s variable interest or interests give it a controlling financial interest in the variable interest entity, as the trusts were determined to be a variableinterest entity and the Company is the primary beneficiary under the trusts. Cash and Cash EquivalentsCash and cash equivalents include all highly liquid investments with an original maturity of three months or less. Accounts ReceivableAccounts receivable are recorded at the invoiced amount, net of reserves for sales returns and allowances, and allowances for doubtful accounts. TheCompany evaluates the collectability of its accounts receivable based on a combination of factors. In circumstances where it is aware of a specific customer’sinability to meet its financial obligations, it records a specific reserve to reduce the amounts recorded to what it believes will be collected. For all othercustomers, it recognizes reserves for bad debt based on historical experience of bad debts as a percent of revenue for each business unit, adjusted for relativeimprovements or deteriorations in the82IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS agings and changes in current economic conditions. The Company believes its concentration of credit risk is limited due to the large number and thegeographic diversification of its customers. Business CombinationsThe Company accounts for its business combinations under the acquisition method of accounting. The total cost of an acquisition is allocated to theunderlying identifiable net assets, based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the netassets acquired is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management's judgment and ofteninvolves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset livesand market multiples, among other items. Various acquisition agreements may include contingent purchase consideration based on performancerequirements of the investee. The Company accounts for these payments in conformity with the provisions of ASC 805-20-30, which establish therequirements related to recognition of certain assets and liabilities arising from contingencies. Property, Plant and EquipmentProperty, plant and equipment are stated at cost. Depreciation is computed using the straight-line method at rates that, in the opinion of management, areadequate to allocate the cost of such assets over their estimated useful lives, which are as follows: Buildings and improvements – 10 to 39 years Structures – 3 to 20 years Towers, transmitters and studio equipment – 5 to 20 years Furniture and other equipment – 2 to 20 years Leasehold improvements – shorter of economic life or lease term assuming renewal periods, if appropriate For assets associated with a lease or contract, the assets are depreciated at the shorter of the economic life or the lease or contract term, assuming renewalperiods, if appropriate. Expenditures for maintenance and repairs are charged to operations as incurred, whereas expenditures for renewal and betterments arecapitalized. The Company tests for possible impairment of property, plant, and equipment whenever events and circumstances indicate that depreciable assets might beimpaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. When specific assetsare determined to be unrecoverable, the cost basis of the asset is reduced to reflect the current fair market value. Assets and businesses are classified as held for sale if their carrying amount will be recovered or settled principally through a sale transaction rather thanthrough continuing use. The asset or business must be available for immediate sale and the sale must be highly probable within one year. LeasesMost of the Company’s outdoor advertising structures are located on leased land. Americas outdoor land leases are typically paid in advance for periodsranging from one to 12 months. International outdoor land leases are paid both in advance and in arrears, for periods ranging from one to 12 months. Mostinternational street furniture display faces are operated through contracts with municipalities for up to 20 years. The leased land and street furniture contractsoften include a percent of revenue to be paid along with a base rent payment. Prepaid land leases are recorded as an asset and expensed ratably over therelated rental term and rent payments in arrears are recorded as an accrued liability. The Company has entered into leases for tower sites for most of its broadcasting locations. Tower site leases are typically paid monthly in advance, and have30-year lease terms including annual rent escalations. Most tower site leases are operating leases, and operating lease expense is recognized straight-linebased on the minimum lease payments for each lease. Intangible AssetsThe Company’s indefinite-lived intangible assets include FCC broadcast licenses in its iHM segment and billboard permits in its Americas outdooradvertising segment. The Company’s indefinite-lived intangible assets are not subject to amortization, but are tested for impairment at least annually. TheCompany tests for possible impairment of indefinite-lived intangible assets whenever events or changes in circumstances, such as a significant reduction inoperating cash flow or a dramatic change in the manner for which the asset is intended to be used indicate that the carrying amount of the asset may not berecoverable. 83IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company performs its annual impairment test for its FCC licenses and permits using a direct valuation technique as prescribed in ASC 805-20-S99. TheCompany engages Corporate Valuation Consulting LLC (formerly a Mesirow Financial Consulting Practice), a third party valuation firm, to assist theCompany in the development of these assumptions and the Company’s determination of the fair value of its FCC licenses and permits. Other intangible assets include definite-lived intangible assets and permanent easements. The Company’s definite-lived intangible assets include primarilytransit and street furniture contracts, talent and representation contracts, customer and advertiser relationships, and site-leases, all of which are amortized overthe respective lives of the agreements, or over the period of time the assets are expected to contribute directly or indirectly to the Company’s future cashflows. The Company periodically reviews the appropriateness of the amortization periods related to its definite-lived intangible assets. These assets arerecorded at cost. Permanent easements are indefinite-lived intangible assets which include certain rights to use real property not owned by the Company. The Company tests for possible impairment of other intangible assets whenever events and circumstances indicate that they might be impaired and theundiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. When specific assets are determined tobe unrecoverable, the cost basis of the asset is reduced to reflect the current fair market value. GoodwillAt least annually, the Company performs its impairment test for each reporting unit’s goodwill. The Company uses a discounted cash flow model todetermine if the carrying value of the reporting unit, including goodwill, is less than the fair value of the reporting unit. The Company identified its reportingunits in accordance with ASC 350-20-55. The U.S. radio markets are aggregated into a single reporting unit and the Company’s U.S. outdoor advertisingmarkets are aggregated into a single reporting unit for purposes of the goodwill impairment test. The Company also determined that within its Americasoutdoor segment, Canada constitutes a separate reporting unit and each country in its International outdoor segment constitutes a separate reporting unit. The Company had no impairment of goodwill in 2015 and 2014. The Company recognized a non-cash impairment charge to goodwill of $10.7 million basedon declining future cash flows expected in one country in the International outdoor segment for 2013. Nonconsolidated AffiliatesIn general, investments in which the Company owns 20 percent to 50 percent of the common stock or otherwise exercises significant influence over theinvestee are accounted for under the equity method. The Company does not recognize gains or losses upon the issuance of securities by any of its equitymethod investees. The Company reviews the value of equity method investments and records impairment charges in the statement of operations as acomponent of “Equity in earnings (loss) of nonconsolidated affiliates” for any decline in value that is determined to be other-than-temporary. Other InvestmentsOther investments are composed primarily of equity securities. Securities for which fair value is determinable are classified as available-for-sale or tradingand are carried at fair value based on quoted market prices. Securities are carried at historical cost when quoted market prices are unavailable. The netunrealized gains or losses on the available-for-sale securities, net of tax, are reported in accumulated other comprehensive loss as a component ofshareholders’ deficit. The Company periodically assesses the value of available-for-sale and non-marketable securities and records impairment charges in the statement ofcomprehensive loss for any decline in value that is determined to be other-than-temporary. The average cost method is used to compute the realized gainsand losses on sales of equity securities. Based on these assessments, the Company concluded that other-than-temporary impairments existed at December 31,2015 and recorded a noncash impairment charge of $5.0 million during the year ended December 31, 2015. Such charge is recorded on the statement ofcomprehensive loss in “Gain (loss) on investments, net”. There were no impairment charges during the years ended December 31, 2014 and 2013. Derivative Instruments and Hedging ActivitiesPrior to the expiration of the Company’s interest rate swap agreement on September 30, 2013, the provisions of ASC 815-10 required the Company torecognize it as either an asset or liability in the consolidated balance sheet at fair value. The accounting for changes in the fair value of a derivativeinstrument depends on whether it has been designated and qualifies as part of a hedging relationship, and further, on the type of hedging relationship. Theinterest rate swap was designated and qualified as a hedging instrument, and was characterized as a cash flow hedge. The Company formally documented allrelationships between hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking various hedgetransactions. The Company formally assessed, both at inception and at least quarterly thereafter prior to expiration, whether the derivatives that were used inhedging transactions were highly effective in offsetting changes in either the fair value or cash flows of the hedged item.84IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS Financial InstrumentsDue to their short maturity, the carrying amounts of accounts and notes receivable, accounts payable, accrued liabilities, and short-term borrowingsapproximated their fair values at December 31, 2015 and 2014. Income TaxesThe Company accounts for income taxes using the liability method. Under this method, deferred tax assets and liabilities are determined based ondifferences between financial reporting bases and tax bases of assets and liabilities and are measured using the enacted tax rates expected to apply to taxableincome in the periods in which the deferred tax asset or liability is expected to be realized or settled. Deferred tax assets are reduced by valuation allowancesif the Company believes it is more likely than not that some portion or the entire asset will not be realized. Generally all earnings from the Company’sforeign operations are permanently reinvested and not distributed. The Company has not provided U.S. federal income taxes for temporary differences withrespect to investments in foreign subsidiaries, which at December 31, 2015 currently result in tax basis amounts greater than the financial reporting basis. Itis not apparent that these unrecognized deferred tax assets will reverse in the foreseeable future. If any excess cash held by our foreign subsidiaries wereneeded to fund operations in the United States, we could presently repatriate available funds without a requirement to accrue or pay U.S. taxes. This is aresult of significant deficits, as calculated for tax law purposes, in our foreign earnings and profits, which gives us flexibility to make future cash distributionsas non-taxable returns of capital. We regularly review our tax liabilities on amounts that may be distributed in future periods and provide for foreignwithholding and other current and deferred taxes on any such amounts. The determination of the amount of federal income taxes, if any, that might becomedue in the event that our foreign earnings are distributed is not practicable. Revenue RecognitioniHM revenue is recognized as advertisements or programs are broadcast and is generally billed monthly. Outdoor advertising contracts typically coverperiods of a few weeks up to one year and are generally billed monthly. Revenue for outdoor advertising space rental is recognized ratably over the term ofthe contract. Advertising revenue is reported net of agency commissions. Agency commissions are calculated based on a stated percentage applied to grossbilling revenue for the Company’s media and entertainment and outdoor operations. Payments received in advance of being earned are recorded as deferredincome. Revenue arrangements may contain multiple products and services and revenues are allocated based on the relative fair value of each delivered itemand recognized in accordance with the applicable revenue recognition criteria for the specific unit of accounting. Barter transactions represent the exchange of advertising spots or display space for merchandise, services or other assets. These transactions are recorded atthe estimated fair market value of the advertising spots or display space or the fair value of the merchandise or services received, whichever is most readilydeterminable. Revenue is recognized on barter and trade transactions when the advertisements are broadcasted or displayed. Expenses are recorded ratablyover a period that estimates when the merchandise, service or other assets received is utilized, or when the event occurs. Barter and trade revenues andexpenses from continuing operations are included in consolidated revenue and selling, general and administrative expenses, respectively. Barter and traderevenues and expenses from continuing operations were as follows:(In millions)Years Ended December 31, 2015 2014 2013Barter and trade revenues$ 132.5 $ 77.6 $ 71.3 Barter and trade expenses 110.9 74.7 65.5 Advertising ExpenseThe Company records advertising expense as it is incurred. Advertising expenses were $129.1 million, $103.0 million and $133.7 million for the yearsended December 31, 2015, 2014 and 2013, respectively. Share-Based CompensationUnder the fair value recognition provisions of ASC 718-10, share-based compensation cost is measured at the grant date based on the fair value of the award. For awards that vest based on service conditions, this cost is recognized as expense on a straight-line basis over the vesting period. For awards that will vestbased on market or performance conditions, this cost will be recognized when it becomes probable that the performance conditions will be satisfied. Determining the fair value of share-based awards at the grant date requires assumptions and judgments about expected volatility and forfeiture rates, amongother factors. 85IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS Foreign CurrencyResults of operations for foreign subsidiaries and foreign equity investees are translated into U.S. dollars using the average exchange rates during the year. The assets and liabilities of those subsidiaries and investees are translated into U.S. dollars using the exchange rates at the balance sheet date. The relatedtranslation adjustments are recorded in a separate component of shareholders’ deficit, “Accumulated other comprehensive loss”. Foreign currency transactiongains and losses are included in operations. New Accounting PronouncementsDuring the first quarter of 2015, the Company adopted the Financial Accounting Standards Board’s (“FASB”) ASU No. 2014-08, Presentation of FinancialStatements (Topic 205) and Property, Plant, and Equipment (Topic 360), Reporting Discontinued Operations and Disclosures of Disposals of Componentsof an Entity. This update provides guidance for the recognition, measurement and disclosure of discontinued operations. The adoption of this guidance didnot have a material effect on the Company’s consolidated financial statements. During the first quarter of 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810), Amendments to the Consolidation Analysis. This newstandard eliminates the deferral of FAS 167, which has allowed entities with interest in certain investment funds to follow the previous consolidationguidance in FIN 46(R) and makes other changes to both the variable interest model and the voting model. The standard is effective for annual periods, and forinterim periods within those annual periods, beginning after December 15, 2015. The Company is currently evaluating the impact of the provisions of thisnew standard on its financial position and results of operations. During the second quarter of 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation ofDebt Issuance Costs. This update requires entities to present debt issuance costs related to a recognized debt liability as a direct deduction from the carryingamount of that direct debt liability. The standard is effective for annual periods, and for interim periods within those annual periods, beginning afterDecember 15, 2015. The Company will adopt this standard in the first quarter of 2016. During the third quarter of 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. Thisupdate provides a one-year deferral of the effective date for ASU No. 2014-09, Revenue from Contracts with Customers. ASU No. 2014-09 provides guidancefor the recognition, measurement and disclosure of revenue resulting from contracts with customers and will supersede virtually all of the current revenuerecognition guidance under U.S. GAAP. The standard is effective for the first interim period within annual reporting periods beginning after December 15,2017. The Company is currently evaluating the impact of the provisions of this new standard on its financial position and results of operations. During the third quarter of 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. This update eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustmentsretrospectively. Instead, acquirers must recognize measurement-period adjustments during the period in which they determine the amounts, including theeffect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. The standard iseffective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The Company is currently evaluating the impact ofthe provisions of this new standard on its financial position and results of operations. During the fourth quarter of 2015, the Company adopted FASB’s ASU No. 2015-17, Income Taxes (Topic 740), Balance Sheet Classification of DeferredTaxes. This update requires companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separating deferred taxesinto current and noncurrent amounts. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements. NOTE 2 – PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND GOODWILLDispositionsDuring the first quarter of 2015, the Company sold two office buildings located in San Antonio, Texas for $34.3 million. Concurrently with the sale of theseproperties, the Company entered into lease agreements for the continued use of the buildings, pursuant to which the Company will have annual leasepayments of $2.6 million. The Company recognized a gain of $8.1 million on the sale of one of the buildings, which is being recognized over the term of thelease. 86IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS During 2015, the Company entered into a sale-leaseback arrangement, in which the Company sold 376 of our broadcast communication tower sites andrelated assets for $369.9 million. Simultaneous with the sales, the Company entered into lease agreements for the continued use of space on 367 of the towerssold. Upon completion of the transactions, the Company realized a net gain of $210.6 million, of which $109.0 million was deferred and will be recognizedover the lease term. The leases entered into as a part of these transactions are for a term of fifteen years and include three optional five-year renewal periods.The Company incurred $13.3 million in operating lease expense in relation to these agreements in the year ended December 31, 2015. On January 15, 2016, the Company’s Parent and certain of the Company’s subsidiaries completed the final closing for the sale of six of the Company’sbroadcast communication tower sites and related assets for approximately $5.5 million. Simultaneous with the sale, the Company entered into leaseagreements for the continued use of space on all six of the towers sold. During the first quarter of 2016, Americas outdoor sold nine non-strategic outdoor markets including Cleveland and Columbus, Ohio, Des Moines, Iowa, Ft.Smith, Arkansas, Memphis, Tennessee, Portland, Oregon, Reno, Nevada, Seattle, Washington and Wichita, Kansas for approximately $602 million in cashand certain advertising assets in Florida. As of December 31, 2015, eight of these disposals met the criteria to be classified as held-for-sale and as such, therelated assets are separately presented on the face of the Consolidated Balance Sheet. Property, Plant and EquipmentThe Company’s property, plant and equipment consisted of the following classes of assets as of December 31, 2015 and 2014, respectively: (In thousands)December 31, December 31, 2015 2014Land, buildings and improvements$ 603,234 $ 731,925 Structures 2,824,794 2,999,582 Towers, transmitters and studio equipment 347,877 453,044 Furniture and other equipment 591,149 536,255 Construction in progress 69,042 95,671 4,436,096 4,816,477 Less: accumulated depreciation 2,223,540 2,117,413 Property, plant and equipment, net$ 2,212,556 $ 2,699,064 Indefinite-lived Intangible AssetsThe Company’s indefinite-lived intangible assets consist of FCC broadcast licenses and billboard permits. FCC broadcast licenses are granted to radiostations for up to eight years under the Telecommunications Act of 1996 (the “Act”). The Act requires the FCC to renew a broadcast license if the FCC findsthat the station has served the public interest, convenience and necessity, there have been no serious violations of either the Communications Act of 1934 orthe FCC’s rules and regulations by the licensee, and there have been no other serious violations which taken together constitute a pattern of abuse. Thelicenses may be renewed indefinitely at little or no cost. The Company does not believe that the technology of wireless broadcasting will be replaced in theforeseeable future. The Company’s billboard permits are granted for the right to operate an advertising structure at the specified location as long as the structure is in compliancewith the laws and regulations of each jurisdiction. The Company’s permits are located on owned land, leased land or land for which we have acquiredpermanent easements. In cases where the Company’s permits are located on leased land, the leases typically have initial terms of between 10 and 20 yearsand renew indefinitely, with rental payments generally escalating at an inflation-based index. If the Company loses its lease, the Company will typicallyobtain permission to relocate the permit or bank it with the municipality for future use. Due to significant differences in both business practices andregulations, billboards in the International outdoor segment are subject to long-term, finite contracts unlike the Company’s permits in the United States andCanada. Accordingly, there are no indefinite-lived intangible assets in the International outdoor segment. Annual Impairment Test to FCC Licenses and Billboard PermitsHistorically, the Company performed its annual impairment test on indefinite-lived intangible assets as of October 1 of each year. Beginning in the thirdquarter of 2015, the Company began performing its annual impairment test on July 1 of each year. 87IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS The impairment tests for indefinite-lived intangible assets consist of a comparison between the fair value of the indefinite-lived intangible asset at the marketlevel with its carrying amount. If the carrying amount of the indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized equal tothat excess. After an impairment loss is recognized, the adjusted carrying amount of the indefinite-lived asset is its new accounting basis. The fair value ofthe indefinite-lived asset is determined using the direct valuation method as prescribed in ASC 805-20-S99. Under the direct valuation method, the fair valueof the indefinite-lived assets is calculated at the market level as prescribed by ASC 350-30-35. The Company engaged Corporate Valuation Consulting LLC(formerly a Mesirow Financial Consulting Practice), a third-party valuation firm, to assist it in the development of the assumptions and the Company’sdetermination of the fair value of its indefinite-lived intangible assets. The application of the direct valuation method attempts to isolate the income that is properly attributable to the indefinite-lived intangible asset alone (thatis, apart from tangible and identified intangible assets and goodwill). It is based upon modeling a hypothetical “greenfield” build-up to a “normalized”enterprise that, by design, lacks inherent goodwill and whose only other assets have essentially been paid for (or added) as part of the build-up process. TheCompany forecasts revenue, expenses, and cash flows over a ten-year period for each of its markets in its application of the direct valuation method. TheCompany also calculates a “normalized” residual year which represents the perpetual cash flows of each market. The residual year cash flow was capitalizedto arrive at the terminal value of the licenses or permits in each market. Under the direct valuation method, it is assumed that rather than acquiring indefinite-lived intangible assets as part of a going concern business, the buyerhypothetically develops indefinite-lived intangible assets and builds a new operation with similar attributes from scratch. Thus, the buyer incurs start-upcosts during the build-up phase which are normally associated with going concern value. Initial capital costs are deducted from the discounted cash flowmodel which results in value that is directly attributable to the indefinite-lived intangible assets. The key assumptions using the direct valuation method are market revenue growth rates, market share, profit margin, duration and profile of the build-upperiod, estimated start-up capital costs and losses incurred during the build-up period, the risk-adjusted discount rate and terminal values. This data ispopulated using industry normalized information representing an average FCC license or billboard permit within a market. During 2015, the Company recognized an impairment charge of $21.6 million related to billboard permits in one market. Other Intangible AssetsOther intangible assets include definite-lived intangible assets and permanent easements. The Company’s definite-lived intangible assets include primarilytransit and street furniture contracts, talent and representation contracts, customer and advertiser relationships, and site-leases and other contractual rights, allof which are amortized over the shorter of either the respective lives of the agreements or over the period of time the assets are expected to contribute directlyor indirectly to the Company’s future cash flows. Permanent easements are indefinite-lived intangible assets which include certain rights to use real propertynot owned by the Company. The Company periodically reviews the appropriateness of the amortization periods related to its definite-lived intangibleassets. These assets are recorded at cost. The following table presents the gross carrying amount and accumulated amortization for each major class of other intangible assets as of December 31, 2015and 2014, respectively: (In thousands)December 31, 2015 December 31, 2014 Gross Carrying Amount AccumulatedAmortization Gross CarryingAmount AccumulatedAmortizationTransit, street furniture and other outdoor contractual rights$ 635,772 $ (457,060) $ 716,723 $ (476,523) Customer / advertiser relationships 1,222,518 (891,488) 1,222,518 (765,596) Talent contracts 319,384 (252,526) 319,384 (223,936) Representation contracts 239,142 (217,770) 238,313 (206,338) Permanent easements 156,349 - 171,271 - Other 394,983 (195,644) 388,160 (177,249) Total$ 2,968,148 $ (2,014,488) $ 3,056,369 $ (1,849,642) 88IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS Total amortization expense related to definite-lived intangible assets for the years ended December 31, 2015, 2014 and 2013 was $237.5 million, $263.4million, and $289.0 million, respectively. As acquisitions and dispositions occur in the future, amortization expense may vary. The following table presents the Company’s estimate of amortizationexpense for each of the five succeeding fiscal years for definite-lived intangible assets: (In thousands) 2016$ 220,166 2017 197,444 2018 127,439 2019 44,030 2020 37,763 Annual Impairment Test to GoodwillHistorically, the Company performed its annual impairment test on goodwill as of October 1 of each year. Beginning in the third quarter of 2015, theCompany began performing its annual impairment test on July 1 of each year. Each of the Company’s U.S. radio markets and outdoor advertising markets are components. The U.S. radio markets are aggregated into a single reportingunit and the U.S. outdoor advertising markets are aggregated into a single reporting unit for purposes of the goodwill impairment test using the guidance inASC 350-20-55. The Company also determined that each country within its Americas outdoor segment and International outdoor segment constitutes aseparate reporting unit. The goodwill impairment test is a two-step process. The first step, used to screen for potential impairment, compares the fair value of the reporting unit withits carrying amount, including goodwill. If applicable, the second step, used to measure the amount of the impairment loss, compares the implied fair value ofthe reporting unit goodwill with the carrying amount of that goodwill. Each of the Company’s reporting units is valued using a discounted cash flow model which requires estimating future cash flows expected to be generatedfrom the reporting unit and discounting such cash flows to their present value using a risk-adjusted discount rate. Terminal values were also estimated anddiscounted to their present value. Assessing the recoverability of goodwill requires the Company to make estimates and assumptions about sales, operatingmargins, growth rates and discount rates based on its budgets, business plans, economic projections, anticipated future cash flows and marketplace data. There are inherent uncertainties related to these factors and management’s judgment in applying these factors. The Company concluded no goodwill impairment charge was required for 2015 or 2014. In 2013, the Company concluded no goodwill impairment wasrequired for iHM and Americas outdoor. Based on declining future cash flows expected in one country in the International outdoor segment, the Companyrecognized a non-cash impairment charge to goodwill of $10.7 million. The following table presents the changes in the carrying amount of goodwill in each of the Company’s reportable segments: (In thousands)iHM Americas OutdoorAdvertising International OutdoorAdvertising Other ConsolidatedBalance as of December 31, 2013$ 3,270,521 $ 585,227 $ 264,907 $ 81,532 $ 4,202,187 Acquisitions 17,900 - - 299 18,199 Foreign currency - (653) (32,369) - (33,022) Other 60 - - - 60 Balance as of December 31, 2014$ 3,288,481 $ 584,574 $ 232,538 $ 81,831 $ 4,187,424 Acquisitions - - 10,998 - 10,998 Foreign currency - (709) (19,644) - (20,353) Assets held for sale - (49,182) - - (49,182) Balance as of December 31, 2015$ 3,288,481 $ 534,683 $ 223,892 $ 81,831 $ 4,128,887 89IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS The balance at December 31, 2013 is net of cumulative impairments of $3.5 billion, $2.6 billion, $326.6 million and $212.0 million in the Company’s iHM,Americas outdoor, International outdoor and Other segments, respectively. NOTE 3 – INVESTMENTS The following table summarizes the Company's investments in nonconsolidated affiliates and available-for-sale securities: Equity Method Investments (In thousands)ARN AllOthers Cost MethodInvestments Marketable EquitySecurities Total InvestmentsBalance at December 31, 2013$ 220,750 $ 18,055 $ 7,783 $ 1,942 $ 248,530 Cash advances (repayments) - 5,263 - - 5,263 Acquisitions of investments, net - - 8,520 - 8,520 Equity in earnings (loss) (12,678) 3,262 - - (9,416) Foreign currency translation adjustment 1,449 77 (20) (291) 1,215 Distributions received (228) (1,000) (14) - (1,242) Proceeds on sale (220,783) (15,820) - - (236,603) Other 11,490 (344) - 327 11,473 Balance at December 31, 2014$ - $ 9,493 $ 16,269 $ 1,978 $ 27,740 Cash advances (repayments) - 2,578 - - 2,578 Acquisitions of investments, net - 17,980 47,546 - 65,526 Equity in earnings (loss) - (902) - - (902) Foreign currency transaction adjustment - (89) (13) (205) (307) Distributions received - (1,350) - - (1,350) Loss on investments - - (5,000) - (5,000) Other - - - 553 553 Balance at December 31, 2015$ - $ 27,710 $ 58,802 $ 2,326 $ 88,838 90IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS Equity method investments in the table above are not consolidated, but are accounted for under the equity method of accounting, whereby the Companyrecords its investments in these entities in the balance sheet as “Other assets.” The Company's interests in their operations are recorded in the statement ofcomprehensive loss as “Equity in earnings (loss) of nonconsolidated affiliates.” Other cost investments include various investments in companies for whichthere is no readily determinable market value. Australian Radio Network The Company owned a fifty-percent (50%) interest in Australian Radio Network (“ARN”), an Australian company that owns and operates radio stations inAustralia and New Zealand. An impairment charge of $95.4 million was recorded during the fourth quarter of 2013 to write down the investment to itsestimated fair value. On February 18, 2014, a subsidiary of the Company sold its 50% interest in ARN, recognizing a loss on the sale of $2.4 million and $11.5 million of foreign exchange losses that were reclassified from accumulated other comprehensive income at the date of the sale. During the fourth quarter of 2015, the Company recorded $36.5 million for investments made in three private companies in exchange for advertisingservices. The Company recognized barter revenue of $15.6 million in the fourth quarter of 2015 as services were provided. The remaining value ofadvertising services will be provided in 2016. One of these investments is being accounted for under the equity method of accounting, and two of theseinvestments are being accounted for under the cost method. The Company recognized other-than-temporary impairments of $5.0 million on cost investments for the year ended December 31, 2015, which was a non-cash impairment charge recorded in “Gain (loss) on investments, net.” Marketable Equity Securities ASC 820-10-35 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined asobservable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly orindirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its ownassumptions. The Company’s marketable equity securities are measured at fair value on each reporting date. The marketable equity securities are measured at fair value using quoted prices in active markets. Due to the fact that the inputs used to measure themarketable equity securities at fair value are observable, the Company has categorized the fair value measurements of the securities as Level 1. As ofDecember 31, 2015 and 2014, the Company held $2.3 million and $2.0 million in marketable equity securities, which are included within Other Assets. During 2013, the Company sold shares of Sirius XM Radio, Inc. held by it for $135.5 million. In connection with the sale of shares of Sirius XM Radio, Inc., arealized gain of $130.9 million and income tax expense of $48.6 million were reclassified out of accumulated other comprehensive loss into “Gain onmarketable securities” and “Income tax benefit,” respectively. The net difference of $82.3 million is reported as a reduction of “Other comprehensive income(loss).” NOTE 4 – ASSET RETIREMENT OBLIGATIONThe Company’s asset retirement obligation is reported in “Other long-term liabilities” with the current portion recorded in “Accrued liabilities” and relates toits obligation to dismantle and remove outdoor advertising displays from leased land and to reclaim the site to its original condition upon the termination ornon-renewal of a lease or contract. When the liability is recorded, the cost is capitalized as part of the related long-lived assets’ carrying value. Due to thehigh rate of lease renewals over a long period of time, the calculation assumes that all related assets will be removed at some period over the next 50 years. An estimate of third-party cost information is used with respect to the dismantling of the structures and the reclamation of the site. The interest rate used tocalculate the present value of such costs over the retirement period is based on an estimated risk adjusted credit rate for the same period. 91IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents the activity related to the Company’s asset retirement obligation: (In thousands)Years Ended December 31, 2015 2014Beginning balance$ 54,211 $ 59,380 Adjustment due to changes in estimates 2,082 (5,391) Accretion of liability 754 7,858 Liabilities settled (6,105) (5,802) Foreign Currency (2,886) (1,834) Ending balance$ 48,056 $ 54,211 NOTE 5 – LONG-TERM DEBTLong-term debt at December 31, 2015 and 2014 consisted of the following: (In thousands)December 31, December 31, 20152014Senior Secured Credit Facilities 6,300,000 7,231,222 Receivables Based Credit Facility Due 2017 230,000 - Priority Guarantee Notes 6,274,815 5,324,815 Subsidiary Revolving Credit Facility Due 2018 - - Other Secured Subsidiary Debt 25,228 19,257 Total Consolidated Secured Debt 12,830,043 12,575,294 14.0% Senior Notes Due 2021 1,695,097 1,661,697 iHeartCommunications Legacy Notes 667,900 667,900 10.0% Senior Notes Due 2018 730,000 730,000 Subsidiary Senior Notes 5,150,000 4,925,000 Other Subsidiary Debt 165 1,024 Purchase accounting adjustments and original issue discount (204,611) (234,897) 20,868,594 20,326,018 Less: current portion 181,512 3,604 Total long-term debt$ 20,687,082 $ 20,322,414 The Company’s weighted average interest rates at December 31, 2015 and 2014 were 8.5% and 8.1%, respectively. The aggregate market value of theCompany’s debt based on market prices for which quotes were available was approximately $15.2 billion and $19.7 billion at December 31, 2015 and 2014,respectively. Under the fair value hierarchy established by ASC 820-10-35, the fair market value of the Company’s debt is classified as either Level 1 orLevel 2. Senior Secured Credit Facilities As of December 31, 2015 and 2014, iHeartCommunications had senior secured credit facilities consisting of: (In thousands) December 31, December 31, Maturity Date 20152014Term Loan B1/29/2016 $ - 916,061 Term Loan C1/29/2016 - 15,161 Term Loan D1/30/2019 5,000,000 5,000,000 Term Loan E7/30/2019 1,300,000 1,300,000 Total Senior Secured Credit Facilities $ 6,300,000 $ 7,231,222 92IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS iHeartCommunications is the primary borrower under the senior secured credit facilities, except that certain of its domestic restricted subsidiaries are co-borrowers under a portion of the term loan facilities. Interest Rate and FeesBorrowings under iHeartCommunications’ senior secured credit facilities bear interest at a rate equal to an applicable margin plus, at iHeartCommunications’option, either (i) a base rate determined by reference to the higher of (A) the prime lending rate publicly announced by the administrative agent or (B) theFederal funds effective rate from time to time plus 0.50%, or (ii) a Eurocurrency rate determined by reference to the costs of funds for deposits for the interestperiod relevant to such borrowing adjusted for certain additional costs. The margin percentages applicable to the term loan facilities are the following percentages per annum: • with respect to loans under the Term Loan D, (i) 5.75% in the case of base rate loans and (ii) 6.75% in the case of Eurocurrency rate loans; and• with respect to loans under the Term Loan E, (i) 6.50% in the case of base rate loans and (ii) 7.50% in the case of Eurocurrency rate loans.The margin percentages are subject to adjustment based upon iHeartCommunications’ leverage ratio. Collateral and GuaranteesThe senior secured credit facilities are guaranteed by iHeartCommunications and each of iHeartCommunications’ existing and future material wholly-owneddomestic restricted subsidiaries, subject to certain exceptions. All obligations under the senior secured credit facilities, and the guarantees of those obligations, are secured, subject to permitted liens, including prior lienspermitted by the indenture governing the iHeartCommunications legacy notes, and other exceptions, by: • a lien on the capital stock of iHeartCommunications;• 100% of the capital stock of any future material wholly-owned domestic license subsidiary that is not a “Restricted Subsidiary” under theindenture governing the iHeartCommunications legacy notes;• certain assets that do not constitute “principal property” (as defined in the indenture governing the iHeartCommunications legacy notes);• certain specified assets of iHeartCommunications and the guarantors that constitute “principal property” (as defined in the indenture governingthe iHeartCommunications legacy notes) securing obligations under the senior secured credit facilities up to the maximum amount permitted tobe secured by such assets without requiring equal and ratable security under the indenture governing the iHeartCommunications legacy notes;and• a lien on the accounts receivable and related assets securing iHeartCommunications’ receivables based credit facility that is junior to the liensecuring iHeartCommunications’ obligations under such credit facility.Certain Covenants and Events of DefaultThe senior secured credit facilities include negative covenants that, subject to significant exceptions, limit iHeartCommunications’ ability and the ability ofits restricted subsidiaries to, among other things: • incur additional indebtedness;• create liens on assets;• engage in mergers, consolidations, liquidations and dissolutions;• sell assets;• pay dividends and distributions or repurchase iHeartCommunications’ capital stock;• make investments, loans, or advances;• prepay certain junior indebtedness;• engage in certain transactions with affiliates;• amend material agreements governing certain junior indebtedness; and• change lines of business.93IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS Receivables Based Credit FacilityAs of December 31, 2015, there were borrowings of $230.0 million outstanding under iHeartCommunications’ receivables based credit facility. The receivables based credit facility provides revolving credit commitments of $535.0 million, subject to a borrowing base. The borrowing base at any timeequals 90% of the eligible accounts receivable of iHeartCommunications and certain of its subsidiaries. The receivables based credit facility includes a letterof credit sub-facility and a swingline loan sub-facility. iHeartCommunications and certain subsidiary borrowers are the borrowers under the receivables based credit facility. iHeartCommunications has the abilityto designate one or more of its restricted subsidiaries as borrowers under the receivables based credit facility. The receivables based credit facility loans areavailable in U.S. dollars and letters of credit are available in a variety of currencies including U.S. dollars, Euros, Pounds Sterling, and Canadian dollars. Interest Rate and FeesBorrowings under the receivables based credit facility bear interest at a rate per annum equal to an applicable margin plus, at iHeartCommunications’ option,either (i) a base rate determined by reference to the highest of (a) the prime rate of Citibank, N.A. and (b) the Federal Funds rate plus 0.50% or (ii) aEurocurrency rate determined by reference to the rate (adjusted for statutory reserve requirements for Eurocurrency liabilities) for Eurodollar deposits for theinterest period relevant to such borrowing. The applicable margin for borrowings under the receivables based credit facility ranges from 1.50% to 2.00% forEurocurrency borrowings and from 0.50% to 1.00% for base-rate borrowings, depending on average daily excess availability under the receivables basedcredit facility during the prior fiscal quarter. In addition to paying interest on outstanding principal under the receivables based credit facility, iHeartCommunications is required to pay a commitmentfee to the lenders under the receivables based credit facility in respect of the unutilized commitments thereunder. The commitment fee rate ranges from 0.25% to 0.375% per annum dependent upon average unused commitments during the prior quarter. iHeartCommunications must also pay customary letter ofcredit fees. MaturityBorrowings under the receivables based credit facility will mature, and lending commitments thereunder will terminate, on the fifth anniversary of theeffectiveness of the receivables based credit facility, which is December 24, 2017, provided that, (a) the maturity date will be October 31, 2015 if onOctober 30, 2015, greater than $500.0 million in aggregate principal amount is owing under certain of iHeartCommunications’ term loan credit facilities,(b) the maturity date will be May 3, 2016 if on May 2, 2016 greater than $500.0 million aggregate principal amount of iHeartCommunications’ 10.75%senior cash pay notes due 2016 and 11.00%/11.75% senior toggle notes due 2016 are outstanding and (c) in the case of any debt under clauses (a) and(b) that is amended or refinanced in any manner that extends the maturity date of such debt to a date that is on or before the date that is five years after theeffectiveness of the receivables based credit facility, the maturity date will be one day prior to the maturity date of such debt after giving effect to suchamendment or refinancing if greater than $500,000,000 in aggregate principal amount of such debt is outstanding. Guarantees and SecurityThe facility is guaranteed by, subject to certain exceptions, the guarantors of iHeartCommunications’ senior secured credit facilities. All obligations underthe receivables based credit facility, and the guarantees of those obligations, are secured by a perfected security interest in all of iHeartCommunications’ andall of the guarantors’ accounts receivable and related assets and proceeds thereof that is senior to the security interest of iHeartCommunications’ seniorsecured credit facilities in such accounts receivable and related assets and proceeds thereof, subject to permitted liens, including prior liens permitted by theindenture governing certain of iHeartCommunications’ Legacy Notes, and certain exceptions. Certain Covenants and Events of DefaultThe receivables based credit facility includes negative covenants that, subject to significant exceptions, limit iHeartCommunications’ ability and the abilityof its restricted subsidiaries to, among other things: • incur additional indebtedness;• create liens on assets;• engage in mergers, consolidations, liquidations and dissolutions;94IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS • sell assets;• pay dividends and distributions or repurchase capital stock;• make investments, loans, or advances;• prepay certain junior indebtedness;• engage in certain transactions with affiliates;• amend material agreements governing certain junior indebtedness; and• change lines of business. Priority Guarantee Notes As of December 31, 2015 and 2014, iHeartCommunications had outstanding Priority Guarantee Notes consisting of: (In thousands) December 31, December 31, Maturity Date Interest Rate Interest Payment Terms 201520149.0% Priority Guarantee Notes due201912/15/2019 9.0% Payable semi-annually inarrears on June 15 andDecember 15 of each year $ 1,999,815 1,999,815 9.0% Priority Guarantee Notes due20213/1/2021 9.0% Payable semi-annually inarrears on March 1 andSeptember 1 of each year 1,750,000 1,750,000 11.25% Priority Guarantee Notes due20213/1/2021 11.25% Payable semi-annually onMarch 1 and September 1 ofeach year 575,000 575,000 9.0% Priority Guarantee Notes due20229/15/2022 9.0% Payable semi-annually inarrears on March 15 andSeptember 15 of each year 1,000,000 1,000,000 10.625% Priority Guarantee Notes due20233/15/2023 10.625% Payable semi-annually inarrears on March 15 andSeptember 15 of each year 950,000 - Total Priority Guarantee Notes $ 6,274,815 5,324,815 Guarantees and Security The Priority Guarantee Notes are iHeartCommunications’ senior obligations and are fully and unconditionally guaranteed, jointly and severally, on a seniorbasis by the guarantors named in the indentures. The Priority Guarantee Notes and the guarantors’ obligations under the guarantees are secured by (i) a lienon (a) the capital stock of iHeartCommunications and (b) certain property and related assets that do not constitute “principal property” (as defined in theindenture governing certain Legacy Notes of iHeartCommunications), in each case equal in priority to the liens securing the obligations underiHeartCommunications’ senior secured credit facilities subject to certain exceptions and (ii) a lien on the accounts receivable and related assets securingiHeartCommunications’ receivables based credit facility junior in priority to the lien securing iHeartCommunications’ obligations thereunder, subject tocertain exceptions. In addition to the collateral granted to secure the 9% Priority Guarantee Notes due 2019, the collateral agent and the trustee for the 9%Priority Guarantee Notes due 2019 entered into an agreement with the administrative agent for the lenders under the senior secured credit facilities to turnover to the trustee under the 9% Priority Guarantee Notes due 2019, for the benefit of the holders of the 9% Priority Guarantee Notes due 2019, a pro ratashare of any recovery received on account of the principal properties, subject to certain terms and conditions. Redemptions iHeartCommunications may redeem the Priority Guarantee Notes at its option, in whole or part, at redemption prices set forth in the indentures, plus accruedand unpaid interest to the redemption dates plus applicable premiums. Certain Covenants95IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS The indentures governing the Priority Guarantee Notes contain covenants that limit iHeartCommunications’ ability and the ability of its restrictedsubsidiaries to, among other things: (i) pay dividends, redeem stock or make other distributions or investments; (ii) incur additional debt or issue certainpreferred stock; (iii) modify any of iHeartCommunications’ existing senior notes; (iv) transfer or sell assets; (v) engage in certain transactions with affiliates;(vi) create restrictions on dividends or other payments by the restricted subsidiaries; and (vii) merge, consolidate or sell substantially all ofiHeartCommunications’ assets. The indentures contain covenants that limit the Company’s and iHeartCommunications’ ability and the ability of itsrestricted subsidiaries to, among other things: (i) create liens on assets and (ii) materially impair the value of the security interests taken with respect to thecollateral for the benefit of the notes collateral agent and the holders of the Priority Guarantee Notes. The indentures also provide for customary events ofdefault. Subsidiary Senior Revolving Credit Facility Due 2018During the third quarter of 2013, CCOH entered into a five-year senior secured revolving credit facility with an aggregate principal amount of $75.0 million. The revolving credit facility may be used for working capital needs, to issue letters of credit and for other general corporate purposes. At December 31, 2015,there were no amounts outstanding under the revolving credit facility, and $59.4 million of letters of credit under the revolving credit facility, which reduceavailability under the facility. Senior Cash Pay Notes and Senior Toggle NotesAs of December 31, 2015, iHeartCommunications had no principal amounts outstanding of 10.75% senior cash pay notes due 2016 and 11.00%/11.75%senior toggle notes due 2016. In August 2014, iHeartCommunications fully redeemed the remaining notes with proceeds from the issuance of 14.0% SeniorNotes due 2021. 14.0% Senior Notes due 2021As of December 31, 2015, iHeartCommunications had outstanding approximately $1.7 billion of aggregate principal amount of 14.0% Senior Notes due2021 (net of $431.9 million principal amount issued to, and held by, a subsidiary of iHeartCommunications). The Senior Notes due 2021 mature on February 1, 2021. Interest on the Senior Notes due 2021 is payable semi-annually on February 1 and August 1 of eachyear, which began on August 1, 2013. Interest on the Senior Notes due 2021 will be paid at the rate of (i) 12.0% per annum in cash and (ii) 2.0% per annumthrough the issuance of payment-in-kind notes (the “PIK Notes”). Any PIK Notes issued in certificated form will be dated as of the applicable interestpayment date and will bear interest from and after such date. All PIK Notes issued will mature on February 1, 2021 and have the same rights and benefits asthe Senior Notes due 2021. Beginning with the interest payment due August 1, 2018 and continuing on each interest payment date thereafter, redemptions ofa portion of the principal amount then outstanding will become due for purposes of applicable high yield discount obligation (“AHYDO”) catch-uppayments. The Senior Notes due 2021 are fully and unconditionally guaranteed on a senior basis by the guarantors named in the indenture governing such notes. Theguarantee is structurally subordinated to all existing and future indebtedness and other liabilities of any subsidiary of the applicable subsidiary guarantorthat is not also a guarantor of the Senior Notes due 2021. The guarantees are subordinated to the guarantees of iHeartCommunications’ senior secured creditfacility and certain other permitted debt, but rank equal to all other senior indebtedness of the guarantors. iHeartCommunications may redeem the Senior Notes due 2021, in whole or in part, within certain dates, at the redemption prices set forth in the indentureplus accrued and unpaid interest to the redemption date. The indenture governing the Senior Notes due 2021 contains covenants that limit iHeartCommunications’ ability and the ability of its restricted subsidiariesto, among other things: (i) incur additional indebtedness or issue certain preferred stock; (ii) pay dividends on, or make distributions in respect of, theircapital stock or repurchase their capital stock; (iii) make certain investments or other restricted payments; (iv) sell certain assets; (v) create liens or use assetsas security in other transactions; (vi) merge, consolidate or transfer or dispose of substantially all of their assets; (vii) engage in transactions with affiliates;and (viii) designate their subsidiaries as unrestricted subsidiaries. 96IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS iHeartCommunications Legacy Notes As of December 31, 2015 and 2014, iHeartCommunications had outstanding senior notes (net of $57.1 million aggregate principal amount held by asubsidiary of iHeartCommunications) consisting of:(In thousands) December 31, December 31, 201520145.5% Senior Notes Due 2016 192,900 192,900 6.875% Senior Notes Due 2018 175,000 175,000 7.25% Senior Notes Due 2027 300,000 300,000 Total Legacy Notes $ 667,900 667,900 These senior notes were the obligations of iHeartCommunications prior to the merger. The senior notes are senior, unsecured obligations that are effectivelysubordinated to iHeartCommunications’ secured indebtedness to the extent of the value of iHeartCommunications’ assets securing such indebtedness and arenot guaranteed by any of iHeartCommunications’ subsidiaries and, as a result, are structurally subordinated to all indebtedness and other liabilities ofiHeartCommunications’ subsidiaries. The senior notes rank equally in right of payment with all of iHeartCommunications’ existing and future seniorindebtedness and senior in right of payment to all existing and future subordinated indebtedness. 10.0% Senior Notes due 2018 As of December 31, 2015, iHeartCommunications had outstanding $730.0 million aggregate principal amount of senior notes due 2018 (net of$120.0 million aggregate principal amount held by a subsidiary of iHeartCommunications). The senior notes due 2018 mature on January 15, 2018 and bearinterest at a rate of 10.0% per annum, payable semi-annually on January 15 and July 15 of each year, which began on July 15, 2014. The senior notes due 2018 are senior, unsecured obligations that are effectively subordinated to iHeartCommunications’ secured indebtedness to theextent of the value of iHeartCommunications’ assets securing such indebtedness and are not guaranteed by any of iHeartCommunications’ subsidiaries and,as a result, are structurally subordinated to all indebtedness and other liabilities of iHeartCommunications’ subsidiaries. The senior notes due 2018 rankequally in right of payment with all of iHeartCommunications’ existing and future senior indebtedness and senior in right of payment to all existing andfuture subordinated indebtedness. 97IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS Subsidiary Senior Notes As of December 31, 2015 and 2014, the Company's subsidiaries, Clear Channel Worldwide Holdings, Inc. ("CCWH") and Clear Channel International B.V.had outstanding notes consisting of: (In thousands) December 31, December 31, Maturity Date Interest Rate Interest Payment Terms 20152014CCWH Senior Notes: 6.5% Series A Senior Notes Due202211/15/2022 6.5% Payable to the trustee weeklyin arrears and to thenoteholders on May 15 andNovember 15 of each year $ 735,750 735,750 6.5% Series B Senior Notes Due202211/15/2022 6.5% Payable to the trustee weeklyin arrears and to thenoteholders on May 15 andNovember 15 of each year 1,989,250 1,989,250 CCWH Senior Subordinated Notes: 7.625% Series A Senior NotesDue 20203/15/2020 7.625% Payable to the trustee weeklyin arrears and to thenoteholders on March 15 andSeptember 15 of each year 275,000 275,000 7.625% Series B Senior NotesDue 20203/15/2020 7.625% Payable to the trustee weeklyin arrears and to thenoteholders on March 15 andSeptember 15 of each year 1,925,000 1,925,000 Total CCWH Notes $ 4,925,000 4,925,000 Clear Channel International B.V. Senior Notes: 8.75% Senior NotesDue 202012/15/2020 8.75% Payable semi-annually inarrears on June 15 andDecember 15 of each year $ 225,000 - Total Subsidiary Senior Notes $ 5,150,000 4,925,000 98IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS Clear Channel International B.V. Senior Notes The Clear Channel International B.V. Senior Notes are guaranteed by certain of the International outdoor business’s existing and future subsidiaries. TheCompany does not guarantee or otherwise assume any liability for the Clear Channel International B.V. Senior Notes. The notes are senior unsecuredobligations that rank pari passu in right of payment to all unsubordinated indebtedness of Clear Channel International B.V., and the guarantees of the notesare senior unsecured obligations that rank pari passu in right of payment to all unsubordinated indebtedness of the guarantors of the notes. Redemptions Clear Channel International B.V. may redeem the notes at its option, in whole or part, at the redemption prices set forth in the indenture plus accrued andunpaid interest to the redemption date. Certain Covenants The indenture governing the Clear Channel International B.V. Senior Notes contains covenants that limit Clear Channel International B.V.’s ability and theability of its restricted subsidiaries to, among other things: • pay dividends, redeem stock or make other distributions or investments;• incur additional debt or issue certain preferred stock;• transfer or sell assets;• create liens on assets;• engage in certain transactions with affiliates;• create restrictions on dividends or other payments by the restricted subsidiaries; and• merge, consolidate or sell substantially all of Clear Channel International B.V.’s assets. CCWH Senior and Senior Subordinated Notes The CCWH Senior Notes are guaranteed by CCOH, Clear Channel Outdoor, Inc. (“CCOI”) and certain of CCOH’s direct and indirect subsidiaries. The CCWHSenior Subordinated Notes are fully and unconditionally guaranteed, jointly and severally, on a senior subordinated basis by CCOH, CCOI and certain ofCCOH’s other domestic subsidiaries and rank junior to each guarantor’s existing and future senior debt, including the CCWH Senior Notes, equally with eachguarantor’s existing and future senior subordinated debt and ahead of each guarantor’s existing and future debt that expressly provides that it is subordinatedto the guarantees of the CCWH Senior Subordinated Notes. The CCWH Senior Notes are senior obligations that rank pari passu in right of payment to all unsubordinated indebtedness of CCWH and the guarantees ofthe CCWH Senior Notes rank pari passu in right of payment to all unsubordinated indebtedness of the guarantors. The CCWH Senior Subordinated Notes areunsecured senior subordinated obligations that rank junior to all of CCWH’s existing and future senior debt, including the CCWH Senior Notes, equally withany of CCWH’s existing and future senior subordinated debt and ahead of all of CCWH’s existing and future debt that expressly provides that it issubordinated to the CCWH Subordinated Notes. Redemptions CCWH may redeem the CCWH Senior Notes and the CCWH Senior Subordinated Notes (collectively, the “Subsidiary Senior Notes”) at its option, in wholeor part, at redemption prices set forth in the indentures plus accrued and unpaid interest to the redemption dates and plus an applicable premium. Certain Covenants The indentures governing the Subsidiary Senior Notes contain covenants that limit CCOH and its restricted subsidiaries ability to, among other things: • incur or guarantee additional debt or issue certain preferred stock;• in case of the Senior Notes, create liens on its restricted subsidiaries’ assets to secure such debt;• create restrictions on the payment of dividends or other amounts;99IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS • enter into certain transactions with affiliates;• merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of its assets; and• in the case of the Series B CCWH Senior Notes and the Series B CCWH Senior Subordinated Notes, sell certain assets, including capital stock ofits subsidiaries. Future Maturities of Long-term Debt Future maturities of long-term debt at December 31, 2015 are as follows: (in thousands) 2016$ 197,332 2017 238,394 2018 914,244 2019 8,300,278 2020 2,425,502 Thereafter 8,997,455 Total (1)$ 21,073,205 (1) Excludes purchase accounting adjustments and original issue discount of $204.6 million, which is amortized through interest expense over the lifeof the underlying debt obligations. Surety Bonds, Letters of Credit and GuaranteesAs of December 31, 2015, iHeartCommunications had outstanding surety bonds, commercial standby letters of credit and bank guarantees of $63.2 million, $103.9 million and $51.3 million, respectively. Bank guarantees of $13.1 million were cash secured. These surety bonds, letters of credit and bank guaranteesrelate to various operational matters including insurance, bid, concession and performance bonds as well as other items. NOTE 6 – COMMITMENTS AND CONTINGENCIESCommitments and ContingenciesThe Company accounts for its rentals that include renewal options, annual rent escalation clauses, minimum franchise payments and maintenance related todisplays under the guidance in ASC 840. The Company considers its non-cancelable contracts that enable it to display advertising on buses, bus shelters, trains, etc. to be leases in accordance with theguidance in ASC 840-10. These contracts may contain minimum annual franchise payments which generally escalate each year. The Company accounts forthese minimum franchise payments on a straight-line basis. If the rental increases are not scheduled in the lease, such as an increase based on subsequentchanges in the index or rate, those rents are considered contingent rentals and are recorded as expense when accruable. Other contracts may contain avariable rent component based on revenue. The Company accounts for these variable components as contingent rentals and records these payments asexpense when accruable. No single contract or lease is material to the Company’s operations. The Company accounts for annual rent escalation clauses included in the lease term on a straight-line basis under the guidance in ASC 840-20-25. TheCompany considers renewal periods in determining its lease terms if at inception of the lease there is reasonable assurance the lease will be renewed. Expenditures for maintenance are charged to operations as incurred, whereas expenditures for renewal and betterments are capitalized. The Company leases office space, certain broadcasting facilities, equipment and the majority of the land occupied by its outdoor advertising structures underlong-term operating leases. The Company accounts for these leases in accordance with the policies described above. The Company’s contracts with municipal bodies or private companies relating to street furniture, billboards, transit and malls generally require the Companyto build bus stops, kiosks and other public amenities or advertising structures during the term of the contract. The Company owns these structures and isgenerally allowed to advertise on them for the remaining term of the100IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS contract. Once the Company has built the structure, the cost is capitalized and expensed over the shorter of the economic life of the asset or the remaininglife of the contract. In addition, the Company has commitments relating to required purchases of property, plant and equipment under certain street furniture contracts. Certainof the Company’s contracts contain penalties for not fulfilling its commitments related to its obligations to build bus stops, kiosks and other public amenitiesor advertising structures. Historically, any such penalties have not materially impacted the Company’s financial position or results of operations. Certain acquisition agreements include deferred consideration payments based on performance requirements by the seller typically involving the completionof a development or obtaining appropriate permits that enable the Company to construct additional advertising displays. At December 31, 2015, theCompany believes its maximum aggregate contingency, which is subject to performance requirements by the seller, is approximately $30.0 million. As thecontingencies have not been met or resolved as of December 31, 2015, these amounts are not recorded. As of December 31, 2015, the Company's future minimum rental commitments under non-cancelable operating lease agreements with terms in excess of oneyear, minimum payments under non-cancelable contracts in excess of one year, capital expenditure commitments and employment/talent contracts consist ofthe following: (In thousands) Capital Non-Cancelable Non-Cancelable Expenditure Employment/Talent Operating Leases Contracts Commitments Contracts2016$ 424,613 $ 521,013 $ 41,180 $ 83,241 2017 365,299 303,177 10,691 39,414 2018 337,155 226,829 2,253 18,887 2019 305,311 183,415 1,064 3,625 2020 277,210 153,050 1,270 2,750 Thereafter 2,205,750 359,159 12,545 - Total$ 3,915,338 $ 1,746,643 $ 69,003 $ 147,917 Rent expense charged to operations for the years ended December 31, 2015, 2014 and 2013 was $1.14 billion, $1.17 billion and $1.16 billion, respectively. In various areas in which the Company operates, outdoor advertising is the object of restrictive and, in some cases, prohibitive zoning and other regulatoryprovisions, either enacted or proposed. The impact to the Company of loss of displays due to governmental action has been somewhat mitigated by Federaland state laws mandating compensation for such loss and constitutional restraints. The Company and its subsidiaries are involved in certain legal proceedings arising in the ordinary course of business and, as required, have accrued anestimate of the probable costs for the resolution of those claims for which the occurrence of loss is probable and the amount can be reasonably estimated. These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, assuming a combination of litigationand settlement strategies. It is possible, however, that future results of operations for any particular period could be materially affected by changes in theCompany’s assumptions or the effectiveness of its strategies related to these proceedings. Additionally, due to the inherent uncertainty of litigation, therecan be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on the Company’s financial conditionor results of operations. Although the Company is involved in a variety of legal proceedings in the ordinary course of business, a large portion of its litigation arises in the followingcontexts: commercial disputes; defamation matters; employment and benefits related claims; governmental fines; intellectual property claims; and taxdisputes. International Outdoor Investigation On April 21, 2015, inspections were conducted at the premises of Clear Channel in Denmark and Sweden as part of an investigation by Danish competitionauthorities. Additionally, on the same day, Clear Channel UK received a communication from the UK competition authorities, also in connection with theinvestigation by Danish competition authorities. Clear Channel and its affiliates are cooperating with the national competition authorities. 101IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 7 – INCOME TAXESSignificant components of the provision for income tax benefit (expense) are as follows: (In thousands)Years Ended December 31, 2015 2014 2013Current - Federal$ (31) $ (503) $ 10,586 Current - foreign (46,188) (27,256) (48,466) Current - state (12,890) 3,193 1,527 Total current benefit (expense) (59,109) (24,566) (36,353) Deferred - Federal (30,719) (29,284) 126,905 Deferred - foreign 5,269 4,308 8,932 Deferred - state (2,398) (8,947) 22,333 Total deferred benefit (expense) (27,848) (33,923) 158,170 Income tax benefit (expense)$ (86,957) $ (58,489) $ 121,817 Current tax expense of $59.1 million was recorded for 2015 as compared to a current tax expense of $24.6 million for 2014. The change in current tax wasprimarily due to a reduction in unrecognized tax benefits during 2014, which resulted from the expiration of statutes of limitations to assess taxes in theUnited Kingdom and several state jurisdictions. This decrease in unrecognized tax benefits resulted in a reduction to current tax expense of $35.4 millionduring 2014. Current tax expense of $24.6 million was recorded for 2014 as compared to a current tax expense of $36.4 million for 2013. The change in current tax wasprimarily due to a reduction in unrecognized tax benefits during 2014, which resulted from the expiration of statutes of limitations to assess taxes in theUnited Kingdom and several state jurisdictions. This decrease in unrecognized tax benefits resulted in a reduction to current tax expense of $35.4 millionduring 2014. Deferred tax expense of $27.8 million was recorded for 2015 compared with deferred tax expense of $33.9 million for 2014. Deferred tax expense for both2015 and 2014 is primarily due to the valuation allowances recorded against the Company’s federal and state net operating losses during 2015 and 2014. Deferred tax expense of $33.9 million was recorded for 2014 compared with deferred tax benefit of $158.2 million for 2013. The change in deferred tax isprimarily due to the valuation allowance of $339.8 million recorded against the Company’s current period federal and state net operating losses during 2014. 102IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS Significant components of the Company's deferred tax liabilities and assets as of December 31, 2015 and 2014 are as follows: (In thousands)2015 2014Deferred tax liabilities: Intangibles and fixed assets$ 2,173,491 $ 2,335,584 Long-term debt 79,758 119,887 Investments 3,701 6,696 Other 11,540 8,857 Total deferred tax liabilities 2,268,490 2,471,024 Deferred tax assets: Accrued expenses 114,079 111,884 Net operating loss carryforwards 1,495,294 1,445,340 Bad debt reserves 9,256 9,346 Other 39,539 34,017 Total gross deferred tax assets 1,658,168 1,600,587 Less: Valuation allowance 944,576 655,658 Total deferred tax assets 713,592 944,929 Net deferred tax liabilities$ 1,554,898 $ 1,526,095 During the fourth quarter of 2015, the Company elected early adoption of ASU No. 2015-17, Income Taxes (Topic 740), Balance Sheet Classification ofDeferred Taxes. This update requires companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separatingdeferred taxes into current and noncurrent amounts. The deferred tax liability related to intangibles and fixed assets primarily relates to the difference in book and tax basis of acquired FCC licenses, billboardpermits and tax deductible goodwill created from the Company’s various stock acquisitions. In accordance with ASC 350-10, Intangibles—Goodwill andOther, the Company does not amortize FCC licenses and billboard permits. As a result, this deferred tax liability will not reverse over time unless theCompany recognizes future impairment charges related to its FCC licenses, permits and tax deductible goodwill or sells its FCC licenses or permits. As theCompany continues to amortize its tax basis in its FCC licenses, permits and tax deductible goodwill, the deferred tax liability will increase over time. TheCompany’s net foreign deferred tax liabilities were $9.3 million and $13.6 million for the periods ended December 31, 2015 and December 31, 2014,respectively. At December 31, 2015, the Company had recorded net operating loss carryforwards (tax effected) for federal and state income tax purposes of approximately$1.4 billion, expiring in various amounts through 2035. The Company expects to realize the benefits of a portion of its deferred tax assets attributable tofederal and state net operating losses based upon expected future taxable income from deferred tax liabilities that reverse in the relevant federal and statejurisdictions and carryforward periods. As of December 31, 2015, the Company had recorded a partial valuation allowance of $792.4 million against thesedeferred tax assets attributable to federal and state net operating losses, of which $305.3 million was recorded during the current period ended December 31,2015. In addition, the Company recorded $8.8 million in additional valuation allowance against its foreign deferred tax assets during the year endedDecember 31, 2015, the effects of which are included in foreign tax expense. At December 31, 2015, the Company had recorded $134.7 million (tax-effected)of deferred tax assets for foreign net operating loss carryforwards, which are offset in part by an associated valuation allowance of $132.1 million. Additionaldeferred tax valuation allowance of $20.1 million offsets other foreign deferred tax assets that are not expected to be realized. Realization of these foreigndeferred tax assets is dependent upon the Company’s ability to generate future taxable income in appropriate tax jurisdictions and carryforward periods. Dueto the Company’s evaluation of all available evidence, including significant negative evidence of cumulative losses in these jurisdictions, the Companycontinues to record valuation allowances on the foreign deferred tax assets that are not expected to be realized. The Company expects to realize itsremaining gross deferred tax assets based upon its assessment of deferred tax liabilities that will reverse in the same carryforward period and jurisdiction andare of the same character as the net operating loss carryforwards and temporary differences that give rise to the deferred tax assets. Any deferred tax liabilitiesassociated with acquired FCC licenses, billboard permits and tax-deductible goodwill intangible assets are not relied upon as a source of future taxableincome, as these intangible assets have an indefinite life. At December 31, 2015, net deferred tax liabilities include a deferred tax asset of $30.9 million relating to stock-based compensation expense under ASC 718-10, Compensation—Stock Compensation. Full realization of this deferred tax asset requires stock options to103IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS be exercised at a price equaling or exceeding the sum of the grant price plus the fair value of the option at the grant date and restricted stock to vest at a priceequaling or exceeding the fair market value at the grant date. Accordingly, there can be no assurance that the stock price of the Company’s common stockwill rise to levels sufficient to realize the entire deferred tax benefit currently reflected in its balance sheet. The reconciliation of income tax computed at the U.S. Federal statutory tax rates to income tax benefit is: Years Ended December 31,(In thousands)2015 2014 2013 Amount Percent Amount Percent Amount PercentIncome tax benefit at statutory rates$ 227,686 35% $ 246,284 35% $ 246,867 35%State income taxes, net of federal tax effect 17,795 3% 26,518 4% 32,768 4%Foreign income taxes (23,474) (4%) 11,074 2% (22,640) (3%)Nondeductible items (5,764) (1%) (5,533) (1%) (4,870) (1%)Changes in valuation allowance and other estimates (302,935) (46%) (333,641) (47%) (135,161) (19%)Other, net (265) 0% (3,191) (1%) 4,853 1%Income tax benefit (expense)$ (86,957) (13%) $ (58,489) (8%) $ 121,817 17% The Company’s effective tax rate for the year ended December 31, 2015 is (13%). The effective tax rate for 2015 was impacted by the $305.3 millionvaluation allowance recorded during the period as additional deferred tax expense. The valuation allowance was recorded against the Company’s currentperiod federal and state net operating losses due to the uncertainty of the ability to utilize those losses in future periods. Foreign income before income taxeswas approximately $49.9 million for 2015, and it should be noted that with limited exceptions, tax rates in our foreign jurisdictions are lower than that of theU.S. federal statutory rate. A tax expense was recorded for the year ended December 31, 2014 of (8%). The effective tax rate for 2014 was impacted by the $339.8 million valuationallowance recorded during the period as additional deferred tax expense. The valuation allowance was recorded against a portion of the federal and state netoperating losses due to the uncertainty of the ability to utilize those losses in future periods. This expense was partially offset by $28.9 million in net taxbenefits associated with a decrease in unrecognized tax benefits resulting from the expiration of statute of limitations to assess taxes in the United Kingdomand several state jurisdictions. Foreign income before income taxes was approximately $97.2 million for 2014. A tax benefit was recorded for the year ended December 31, 2013 of 17%. The effective tax rate for 2013 was impacted by the $143.5 million valuationallowance recorded during the period as additional deferred tax expense. The valuation allowance was recorded against a portion of the federal and state netoperating losses due to the uncertainty of the ability to utilize those losses in future periods. This expense was partially offset by $20.2 million in net taxbenefits recorded during the period due to the settlement of certain U.S. federal and state tax examinations during the year. Foreign income before incometaxes was approximately $48.3 million for 2013. The Company provides for any related tax liability on undistributed earnings that the Company does not intend to be indefinitely reinvested outside theUnited States or would otherwise become taxable upon remittance within our foreign structure. Substantially all of the Company’s undistributedinternational earnings are intended to be indefinitely reinvested in home country operations outside the United States. If any excess cash held by our foreignsubsidiaries were needed to fund operations in the U.S., we could presently repatriate available funds without a requirement to accrue or pay U.S. taxes. Thisis a result of significant deficits, as calculated for tax law purposes, in our foreign earnings and profits, which gives us flexibility to make future cashdistributions as non-taxable returns of capital. The Company continues to record interest and penalties related to unrecognized tax benefits in current income tax expense. The total amount of interestaccrued at December 31, 2015 and 2014 was $45.0 million and $40.8 million, respectively. The total amount of unrecognized tax benefits and accruedinterest and penalties at December 31, 2015 and 2014 was $148.2 million and $147.7 million, respectively, of which $113.6 million and $110.4 million isincluded in “Other long-term liabilities”, and $0.0 million and $2.3 million is included in “Accrued Expenses” on the Company’s consolidated balancesheets, respectively. In addition, $34.6 million and $35.0 million of unrecognized tax benefits are recorded net with the Company’s deferred tax assets for itsnet operating losses as opposed to104IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS being recorded in “Other long-term liabilities” at December 31, 2015 and 2014, respectively. The total amount of unrecognized tax benefits at December 31,2015 and 2014 that, if recognized, would impact the effective income tax rate is $54.3 million and $68.8 million, respectively. (In thousands) Years Ended December 31,Unrecognized Tax Benefits 2015 2014Balance at beginning of period $ 106,914 $ 129,375 Increases for tax position taken in the current year 9,856 13,848 Increases for tax positions taken in previous years 3,087 6,003 Decreases for tax position taken in previous years (8,534) (9,764) Decreases due to settlements with tax authorities (3,821) (8,181) Decreases due to lapse of statute of limitations (4,294) (24,367) Balance at end of period $ 103,208 $ 106,914 The Company and its subsidiaries file income tax returns in the United States federal jurisdiction and various state and foreign jurisdictions. During 2015,the statute of limitations for certain tax years expired in the United Kingdom and several state jurisdictions resulting in a reduction to unrecognized taxbenefits of $4.3 million, excluding interest. Also during 2015, the Company settled certain U.S. federal and state examinations with taxing authorities,resulting in decreases in unrecognized tax benefits relating to cash tax payments of $3.8 million. All federal income tax matters through 2010 are closed. The IRS is currently auditing the Company’s tax returns for the 2011 and 2012 periods. Substantially all material state, local, and foreign income tax mattershave been concluded for years through 2006. NOTE 8 – SHAREHOLDERS’ DEFICITThe Company reports its noncontrolling interests in consolidated subsidiaries as a component of equity separate from the Company’s equity. The followingtable shows the changes in shareholders’ deficit attributable to the Company and the noncontrolling interests of subsidiaries in which the Company has amajority, but not total, ownership interest: (In thousands)The Company NoncontrollingInterests ConsolidatedBalances as of January 1, 2015$ (9,889,348) $ 224,140 $ (9,665,208) Net income (loss) (754,621) 17,131 (737,490) Dividends and other payments to noncontrolling interests - (52,384) (52,384) Purchase of additional noncontrolling interests (40,819) (1,978) (42,797) Share-based compensation 2,564 8,359 10,923 Foreign currency translation adjustments (93,377) (21,529) (114,906) Unrealized holding gain on marketable securities 495 58 553 Other adjustments to comprehensive loss (9,253) (1,013) (10,266) Reclassifications 734 74 808 Other, net (671) 4,757 4,086 Balances as of December 31, 2015$(10,784,296) $177,615 $(10,606,681) 105IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands)The Company NoncontrollingInterests ConsolidatedBalances as of January 1, 2014$(8,942,166) $ 245,531 $(8,696,635) Net income (loss) (793,761) 31,603 (762,158) Dividends and other payments to noncontrolling interests - (40,027) (40,027) Purchase of additional noncontrolling interests (46,806) (1,944) (48,750) Share-based compensation 2,970 7,743 10,713 Foreign currency translation adjustments (101,980) (19,898) (121,878) Unrealized holding gain on marketable securities 285 42 327 Other adjustments to comprehensive loss (10,214) (1,224) (11,438) Reclassifications 3,317 - 3,317 Other, net (993) 2,314 1,321 Balances as of December 31, 2014$ (9,889,348) $ 224,140 $ (9,665,208) Stock RegistrationOn June 24, 2015, we registered 4,000,000 shares of the Company’s Class A common stock, par value $0.001 per share, for offer or sale under our 2015Executive Long-Term Incentive Plan.On July 27, 2015, the board of directors approved the issuance of 1,253,831 restricted shares to certain key individuals pursuant to our 2015 Executive Long-term Incentive Plan. DividendsThe Company has not paid cash dividends since its formation and its ability to pay dividends is subject to restrictions should it seek to do so in the future.iHeartCommunications’ debt financing arrangements include restrictions on its ability to pay dividends thereby limiting the Company’s ability to paydividends. On December 20, 2015, the board of directors of Clear Channel Outdoor Holdings, Inc. (“CCOH”) declared a special cash dividend, which was paid onJanuary 7, 2016 to its stockholders of record at the closing of business on January 4, 2016, in an aggregate amount equal to $217.8 million. Through oursubsidiaries we received $196.3 million of this dividend. The remaining dividend was paid to CCOH’s public stockholders and will be reflected as a use ofcash for financing activities in the first quarter of 2016. In the first quarter of 2016, CCOH sold nine non-strategic Americas outdoor markets for an aggregate purchase price of approximately $602 million in cashand certain advertising assets in Florida (the “Transactions”). On January 21, 2016, the board of directors of CCOH notified iHeartCommunications of itsintent to make a demand for the repayment of $300.0 million outstanding on the Note (the “Demand”) and declared special cash dividends in an aggregateamount of $540.0 million. CCOH made the Demand and the special cash dividend was paid on February 4, 2016. A portion of the proceeds of theTransactions, together with the proceeds from the concurrent $300.0 million repayment of the Note, were used to fund the dividends. We received $486.5million of the dividend proceeds ($186.5 million net of iHeartCommunications’ repayment of the Note) through three of our wholly-owned subsidiaries, andapproximately $53.5 million was paid to the public stockholders of CCOH. Share-Based CompensationStock OptionsPrior to the merger, iHeartCommunications granted options to purchase its common stock to its employees and directors and its affiliates under its variousequity incentive plans typically at no less than the fair value of the underlying stock on the date of grant. These options were granted for a term notexceeding ten years and were forfeited, except in certain circumstances, in the event the employee or director terminated his or her employment orrelationship with iHeartCommunications or one of its affiliates. Prior to acceleration, if any, in connection with the merger, these options vested over a periodof up to five years. All equity incentive plans contained anti-dilutive provisions that permitted an adjustment of the number of shares ofiHeartCommunications’ common stock represented by each option for any change in capitalization. 106IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company has granted options to purchase its shares of Class A common stock to certain key executives under its equity incentive plan at no less than thefair value of the underlying stock on the date of grant. These options are granted for a term not to exceed ten years and are forfeited, except in certaincircumstances, in the event the executive terminates his or her employment or relationship with the Company or one of its affiliates. Approximately three-fourths of the options outstanding at December 31, 2015 vest based solely on continued service over a period of up to five years with the remainderbecoming eligible to vest over a period of up to five years if certain predetermined performance targets are met. The equity incentive plan containsantidilutive provisions that permit an adjustment for any change in capitalization. The Company accounts for its share-based payments using the fair value recognition provisions of ASC 718-10. The fair value of the portion of options thatvest based on continued service is estimated on the grant date using a Black-Scholes option-pricing model and the fair value of the remaining options whichcontain vesting provisions subject to service, market and performance conditions is estimated on the grant date using a Monte Carlo model. Expectedvolatilities were based on historical volatility of peer companies’ stock, including the Company, over the expected life of the options. The expected life ofthe options granted represents the period of time that the options granted are expected to be outstanding. The Company used historical data to estimateoption exercises and employee terminations within the valuation model. The Company includes estimated forfeitures in its compensation cost and updatesthe estimated forfeiture rate through the final vesting date of awards. The risk free interest rate is based on the U.S. Treasury yield curve in effect at the time ofgrant for periods equal to the expected life of the option. No options were granted during the years ended December 31, 2015, 2014 and 2013. The following table presents a summary of the Company's stock options outstanding at and stock option activity during the year ended December 31, 2015("Price" reflects the weighted average exercise price per share): (In thousands, except per share data)Options Price WeightedAverageRemainingContractual TermOutstanding, January 1, 2015 2,301 $ 32.85 Granted - - Exercised - - Forfeited - - Expired (204) 10.46 Outstanding, December 31, 2015 (1) 2,097 35.03 3.7 yearsExercisable 1,415 35.22 3.8 yearsExpected to Vest 658 35.55 3.3 years (1)Non-cash compensation expense has not been recorded with respect to 0.6 million shares as the vesting of these options is subject to performanceconditions that have not yet been determined probable to meet. A summary of the Company’s unvested options and changes during the year ended December 31, 2015 is presented below: (In thousands, except per share data) Options Weighted AverageGrant Date Fair Value Unvested, January 1, 2015 821 $ 13.61 Granted - - Vested (1) (139) 2.32 Forfeited - - Unvested, December 31, 2015 682 15.99 (1)The total fair value of the options vested during the years ended December 31, 2015, 2014 and 2013 was $0.3 million, $0.3 million and $6.3 million,respectively.107IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS Restricted Stock AwardsThe Company has granted restricted stock awards to certain of its employees and affiliates under its equity incentive plan. The restricted stock awards arerestricted in transferability for a term of up to five years. Restricted stock awards are forfeited, except in certain circumstances, in the event the employeeterminates his or her employment or relationship with the Company prior to the lapse of the restriction. Dividends or distributions paid in respect of unvestedrestricted stock awards will be held by the Company and paid to the recipients of the restricted stock awards upon vesting of the shares. The following table presents a summary of the Company's restricted stock outstanding and restricted stock activity as of and during the year endedDecember 31, 2015 (“Price” reflects the weighted average share price at the date of grant): (In thousands, except per share data) Awards Price Outstanding, January 1, 2015 4,529 $ 5.02 Granted 1,413 5.83 Vested (restriction lapsed) (446) 4.56 Forfeited (426) 4.21 Outstanding, December 31, 2015 5,070 5.36 CCOH Share-Based AwardsCCOH Stock OptionsThe Company’s subsidiary, CCOH, has granted options to purchase shares of its Class A common stock to employees and directors of CCOH and its affiliatesunder its equity incentive plan at no less than the fair market value of the underlying stock on the date of grant. These options are granted for a term notexceeding ten years and are forfeited, except in certain circumstances, in the event the employee or director terminates his or her employment or relationshipwith CCOH or one of its affiliates. These options vest solely on continued service over a period of up to five years. The equity incentive stock plan containsanti-dilutive provisions that permit an adjustment for any change in capitalization. The fair value of each option awarded on CCOH common stock is estimated on the date of grant using a Black-Scholes option-pricing model. Expectedvolatilities are based on historical volatility of CCOH’s stock over the expected life of the options. The expected life of options granted represents the periodof time that options granted are expected to be outstanding. CCOH uses historical data to estimate option exercises and employee terminations within thevaluation model. CCOH includes estimated forfeitures in its compensation cost and updates the estimated forfeiture rate through the final vesting date ofawards. The risk free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods equal to the expected life of the option. The following assumptions were used to calculate the fair value of CCOH’s options on the date of grant: Years Ended December 31, 2015 2014 2013Expected volatility 37% – 56% 54% – 56% 55% – 56%Expected life in years 6.3 6.3 6.3Risk-free interest rate 1.70% – 2.07% 1.73% – 2.08% 1.05% – 2.19%Dividend yield 0% 0% 0% 108IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents a summary of CCOH’s stock options outstanding at and stock option activity during the year ended December 31, 2015: (In thousands, except per share data) Options Price(3) WeightedAverageRemainingContractualTerm AggregateIntrinsicValueOutstanding, January 1, 2015 6,025 $ 9.92 Granted (1) 921 9.96 Exercised (2) (622) 6.11 Forfeited (34) 8.74 Expired (942) 12.45 Outstanding, December 31, 2015 5,348 9.93 5.6 years $ 1,049 Exercisable 3,658 10.33 4.2 years $ 1,049 Expected to vest 1,535 9.02 8.4 years $ - (1)The weighted average grant date fair value of CCOH options granted during the years ended December 31, 2015, 2014 and 2013 was $4.25, $4.69 and$4.10 per share, respectively.(2)Cash received from option exercises during the years ended December 31, 2015, 2014 and 2013 was $3.8 million, $2.4 million and $4.2 million,respectively. The total intrinsic value of the options exercised during the years ended December 31, 2015, 2014 and 2013 was $2.8 million, $1.5million and $5.0 million, respectively.(3)Reflects the weighted average exercise price per share. A summary of CCOH’s unvested options at and changes during the year ended December 31, 2015 is presented below: (In thousands, except per share data) Options Weighted AverageGrant Date FairValue Unvested, January 1, 2015 1,553 $ 4.92 Granted 921 4.25 Vested (1) (750) 5.56 Forfeited (34) 4.92 Unvested, December 31, 2015 1,690 4.27 (1)The total fair value of CCOH options vested during the years ended December 31, 2015, 2014 and 2013 was $4.2 million, $6.1 million and $7.1million, respectively. CCOH Restricted Stock AwardsCCOH has also granted both restricted stock and restricted stock unit awards to its employees and affiliates under its equity incentive plan. The restrictedstock awards represent shares of Class A common stock that hold a legend which restricts their transferability for a term of up to five years. The restrictedstock units represent the right to receive shares upon vesting, which is generally over a period of up to five years. Both restricted stock awards and restrictedstock units are forfeited, except in certain circumstances, in the event the employee terminates his or her employment or relationship with CCOH prior to thelapse of the restriction. The following table presents a summary of CCOH’s restricted stock and restricted stock units outstanding at and activity during the year ended December 31,2015 ("Price" reflects the weighted average share price at the date of grant): (In thousands, except per share data) Awards Price Outstanding, January 1, 2015 2,458 $ 7.54 Granted 702 10.35 Vested (restriction lapsed) (340) 6.13 Forfeited (58) 8.39 Outstanding, December 31, 2015 2,762 8.43 109IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS Share-Based Compensation CostThe share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basisover the vesting period. Share-based compensation payments are recorded in corporate expenses and were $10.9 million, $10.7 million and $16.7 million,during the years ended December 31, 2015, 2014 and 2013, respectively. The tax benefit related to the share-based compensation expense for the years ended December 31, 2015, 2014 and 2013 was $4.2 million, $4.1 million and $6.3 million, respectively. As of December 31, 2015, there was $26.5 million of unrecognized compensation cost related to unvested share-based compensation arrangements that willvest based on service conditions. This cost is expected to be recognized over a weighted average period of approximately three years. In addition, as ofDecember 31, 2015, there was $25.7 million of unrecognized compensation cost related to unvested share-based compensation arrangements that will vestbased on market, performance and service conditions. This cost will be recognized when it becomes probable that the performance condition will besatisfied. The Company completed a voluntary stock option exchange program on November 19, 2012 and exchanged 2.0 million stock options granted under theClear Channel 2008 Executive Incentive Plan for 1.8 million replacement restricted share awards with different service and performance conditions. TheCompany accounted for the exchange program as a modification of the existing awards under ASC 718 and will recognize incremental compensationexpense of approximately $1.7 million over the service period of the new awards. In connection with the exchange program, the Company granted anadditional 1.5 million restricted stock awards pursuant to a tax assistance program offered to employees participating in the exchange. Of the total1.5 million restricted stock awards granted, 0.9 million were repurchased by the Company upon expiration of the exchange program while the remaining 0.6 million awards were forfeited. The Company recognized $2.6 million of expense related to the awards granted in connection with the tax assistance program. 110IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share data) Years Ended December 31, 2015 2014 2013NUMERATOR: Net loss attributable to the Company – common shares $ (754,621) $ (793,761) $ (606,883) Less: Participating securities dividends - - 2,566 Net loss attributable to the Company per common share – basic and diluted $ (754,621) $ (793,761) $ (609,449) DENOMINATOR: Weighted average common shares outstanding – basic 84,278 83,941 83,364 Effect of dilutive securities: Weighted average common shares outstanding – diluted 84,278 83,941 83,364 Net loss attributable to the Company per common share: Basic $ (8.95) $ (9.46) $ (7.31) Diluted $ (8.95) $ (9.46) $ (7.31) (1)7.2 million, 6.8 million and 6.4 million stock options and restricted shares were outstanding at December 31, 2015, 2014 and2013, respectively, that were not included in the computation of diluted earnings per share because to do so would have beenanti-dilutive. NOTE 9 – EMPLOYEE STOCK AND SAVINGS PLANSiHeartCommunications has various 401(k) savings and other plans for the purpose of providing retirement benefits for substantially all employees. Underthese plans, an employee can make pre-tax contributions and iHeartCommunications will match a portion of such an employee’s contribution. Employeesvest in these iHeartCommunications matching contributions based upon their years of service to iHeartCommunications. Contributions of $28.9 million, $32.1 million and $31.8 million to these plans for the years ended December 31, 2015, 2014 and 2013, respectively, were expensed. iHeartCommunications offers a non-qualified deferred compensation plan for a select group of management or highly compensated employees, under whichsuch employees were able to make an annual election to defer up to 50% of their annual salary and up to 80% of their bonus before taxes. iHeartCommunications suspended all salary and bonus deferrals and company matching contributions to the deferred compensation plan on January 1, 2010.iHeartCommunications accounts for the plan in accordance with the provisions of ASC 710-10. Matching credits on amounts deferred may be made iniHeartCommunications’ sole discretion and iHeartCommunications retains ownership of all assets until distributed. Participants in the plan have theopportunity to allocate their deferrals and any iHeartCommunications matching credits among different investment options, the performance of which is usedto determine the amounts to be paid to participants under the plan. In accordance with the provisions of ASC 710-10, the assets and liabilities of the non-qualified deferred compensation plan are presented in “Other assets” and “Other long-term liabilities” in the accompanying consolidated balance sheets,respectively. The asset and liability under the deferred compensation plan at December 31, 2015 was approximately $10.4 million recorded in “Other assets”and $10.4 million recorded in “Other long-term liabilities”, respectively. The asset and liability under the deferred compensation plan at December 31, 2014was approximately $11.6 million recorded in “Other assets” and $11.6 million recorded in “Other long-term liabilities”, respectively. NOTE 10 — OTHER INFORMATION 111IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table discloses the components of "Other income (expense)" for the years ended December 31, 2015, 2014 and 2013, respectively: (In thousands)Years Ended December 31, 2015 2014 2013Foreign exchange gain$ 15,468 $ 15,554 $ 1,772 Debt modification expenses - - (23,555) Other (2,412) (6,450) (197) Total other income (expense), net$ 13,056 $ 9,104 $ (21,980) The following table discloses the increase (decrease) in net deferred income tax liabilities related to each component of other comprehensive income (loss)for the years ended December 31, 2015, 2014 and 2013, respectively: (In thousands)Years Ended December 31, 2015 2014 2013Foreign currency translation adjustments and other$ 1,585 $ 2,559 $ (14,421) Unrealized holding gain on marketable securities - - (11,010) Unrealized holding gain (loss) on cash flow derivatives - - 28,759 Total increase in deferred tax liabilities$ 1,585 $ 2,559 $ 3,328 The following table discloses the components of “Other current assets” as of December 31, 2015 and 2014, respectively: (In thousands) As of December 31, 2015 2014Inventory $ 24,833 $ 23,777 Deposits 3,184 4,466 Deferred loan costs 32,768 32,602 Other 51,252 37,661 Total other current assets $ 112,037 $ 98,506 The following table discloses the components of “Other assets” as of December 31, 2015 and 2014, respectively: (In thousands) As of December 31, 2015 2014Investments in, and advances to, nonconsolidated affiliates $ 27,710 $ 9,493 Other investments 61,128 18,247 Notes receivable 156 242 Prepaid expenses 7,932 16,082 Deferred loan costs 115,215 130,267 Deposits 26,025 27,822 Prepaid rent 74,114 56,430 Non-qualified plan assets 10,385 11,568 Other 7,637 18,914 Total other assets $ 330,302 $ 289,065 112IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table discloses the components of “Other long-term liabilities” as of December 31, 2015 and 2014, respectively: (In thousands) As of December 31, 2015 2014Unrecognized tax benefits $ 113,563 $ 110,410 Asset retirement obligation 47,574 53,936 Non-qualified plan liabilities 10,385 11,568 Deferred income 137,942 23,734 Deferred rent 141,911 125,530 Employee related liabilities 47,491 39,963 Other 27,705 89,722 Total other long-term liabilities $ 526,571 $ 454,863 The following table discloses the components of “Accumulated other comprehensive loss,” net of tax, as of December 31, 2015 and 2014, respectively: (In thousands) As of December 31, 2015 2014Cumulative currency translation adjustment $ (389,367) $ (291,520) Cumulative unrealized gain on securities 1,946 1,397 Cumulative other adjustments (26,986) (18,467) Total accumulated other comprehensive loss $ (414,407) $ (308,590) NOTE 11 – SEGMENT DATAThe Company’s reportable segments, which it believes best reflect how the Company is currently managed, are iHM, Americas outdoor advertising andInternational outdoor advertising. Revenue and expenses earned and charged between segments are recorded at estimated fair value and eliminated inconsolidation. The iHM segment provides media and entertainment services via broadcast and digital delivery and also includes the Company’s events andnational syndication businesses. The Americas outdoor advertising segment consists of operations primarily in the United States, Canada and LatinAmerica. The International outdoor advertising segment primarily includes operations in Europe, Asia and Australia. The Other category includes theCompany’s media representation business as well as other general support services and initiatives that are ancillary to the Company’s other businesses. Corporate includes infrastructure and support, including information technology, human resources, legal, finance and administrative functions for each of theCompany’s reportable segments, as well as overall executive, administrative and support functions. Share-based payments are recorded in corporate expense. 113IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands)iHM Americas OutdoorAdvertising InternationalOutdoorAdvertising Other Corporate andother reconcilingitems Eliminations ConsolidatedYear Ended December 31, 2015Revenue$ 3,284,320 $ 1,349,021 $ 1,457,183 $ 164,296 $ - $ (13,304) $ 6,241,516 Direct operating expenses 972,937 597,382 897,520 12,619 - (7,113) 2,473,345 Selling, general and administrative expenses 1,065,716 233,254 298,250 110,526 - (6,191) 1,701,555 Depreciation and amortization 240,230 204,514 166,060 26,386 36,801 - 673,991 Impairment charges - - - - 21,631 - 21,631 Corporate expenses - - - - 315,564 - 315,564 Other operating income, net - - - - 94,001 - 94,001 Operating income (loss)$ 1,005,437 $ 313,871 $ 95,353 $ 14,765 $ (279,995) $ - $ 1,149,431 Intersegment revenues$ - $ 2,744 $ - $ 10,560 $ - $ - $ 13,304 Segment assets$ 7,534,972 $ 3,567,764 $ 1,581,710 $ 238,599 $ 1,094,345 $ (196,292) $ 13,821,098 Capital expenditures$ 59,007 $ 82,165 $ 132,554 $ 6,846 $ 15,808 $ - $ 296,380 Share-based compensation expense$ - $ - $ - $ - $ 10,923 $ - $ 10,923 Year Ended December 31, 2014Revenue$ 3,161,503 $ 1,350,623 $ 1,610,636 $ 212,676 $ - $ (16,905) $ 6,318,533 Direct operating expenses 932,172 605,771 991,117 24,009 - (7,621) 2,545,448 Selling, general and administrative expenses 1,014,432 233,641 314,878 122,448 - (9,274) 1,676,125 Depreciation and amortization 240,868 203,928 198,143 33,543 34,416 - 710,898 Impairment charges - - - - 24,176 - 24,176 Corporate expenses - - - - 320,341 (10) 320,331 Other operating income, net - - - - 40,031 - 40,031 Operating income (loss)$ 974,031 $ 307,283 $ 106,498 $ 32,676 $ (338,902) $ - $ 1,081,586 Intersegment revenues$ 10 $ 3,436 $ - $ 13,459 $ - $ - $ 16,905 Segment assets$ 7,720,181 $ 3,664,574 $ 1,680,598 $ 277,388 $ 659,708 $ - $ 14,002,449 Capital expenditures$ 50,403 $ 109,727 $ 117,480 $ 5,744 $ 34,810 $ - $ 318,164 Share-based compensation expense$ - $ - $ - $ - $ 10,713 $ - $ 10,713 Year Ended December 31, 2013Revenue$ 3,131,595 $ 1,385,757 $ 1,560,433 $ 181,993 $ - $ (16,734) $ 6,243,044 Direct operating expenses 955,767 610,750 983,978 25,271 - (8,556) 2,567,210 Selling, general and administrative expenses 982,514 243,456 300,116 118,830 - (8,178) 1,636,738 Depreciation and amortization 262,136 206,031 194,493 39,291 28,877 - 730,828 Impairment charges - - - - 16,970 - 16,970 Corporate expenses - - - - 313,514 - 313,514 Other operating income, net - - - - 22,998 - 22,998 Operating income (loss)$ 931,178 $ 325,520 $ 81,846 $ (1,399) $ (336,363) $ - $ 1,000,782 Intersegment revenues$ - $ 2,473 $ - $ 14,261 $ - $ - $ 16,734 Segment assets$ 7,933,564 $ 3,823,347 $ 1,899,648 $ 534,363 $ 854,413 $ - $ 15,045,335 Capital expenditures$ 75,742 $ 96,590 $ 100,949 $ 9,933 $ 41,312 $ - $ 324,526 Share-based compensation expense$ - $ - $ - $ - $ 16,715 $ - $ 16,715 114IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS Revenue of $1.6 billion, $1.8 billion and $1.7 billion derived from the Company’s foreign operations are included in the data above for the years endedDecember 31, 2015, 2014 and 2013, respectively. Revenue of $4.6 billion, $4.5 billion and $4.5 billion derived from the Company’s U.S. operations areincluded in the data above for the years ended December 31, 2015, 2014 and 2013, respectively. Identifiable long-lived assets of $629.5 million, $682.7 million and $760.5 million derived from the Company’s foreign operations are included in the dataabove for the years ended December 31, 2015, 2014 and 2013, respectively. Identifiable long-lived assets of $1.6 billion, $2.0 billion and $2.1 billionderived from the Company’s U.S. operations are included in the data above for the years ended December 31, 2015, 2014 and 2013, respectively. NOTE 12 — QUARTERLY RESULTS OF OPERATIONS (Unaudited)(In thousands, except per share data) Three Months EndedMarch 31, Three Months EndedJune 30, Three Months EndedSeptember 30, Three Months EndedDecember 31, 2015 2014 2015 2014 2015 2014 2015 2014Revenue $1,344,564 $1,342,548 $1,599,859 $1,630,154 $1,579,514 $1,630,034 $1,717,579 $1,715,797 Operating expenses: Direct operating expenses 578,519 599,178 615,265 645,915 627,842 648,766 651,719 651,589 Selling, general and administrative expenses 416,188 413,146 424,163 417,883 428,967 426,902 432,237 418,194 Corporate expenses 77,288 72,705 80,592 82,197 74,542 78,202 83,142 87,227 Depreciation and amortization 170,453 174,871 168,394 174,062 166,320 175,865 168,824 186,100 Impairment charges - - - 4,902 21,631 35 - 19,239 Other operating income, net (8,974) 165 100,754 (1,628) 6,914 47,172 (4,693) (5,678) Operating income 93,142 82,813 412,199 303,567 267,126 347,436 376,964 347,770 Interest expense 441,771 431,114 452,957 440,605 453,921 432,616 456,847 437,261 Gain (loss) on investments, net 579 - - - (5,000) - - - Equity in earnings (loss) of nonconsolidated affiliates 331 (13,326) (690) (16) (857) 3,955 314 (29) Gain (loss) on extinguishment of debt (2,201) (3,916) - (47,503) - (4,840) - 12,912 Other income (expense), net 19,891 1,541 16,211 12,157 (17,976) 2,617 (5,070) (7,211) Income (loss) before income taxes (330,029) (364,002) (25,237) (172,400) (210,628) (83,448) (84,639) (83,819) Income tax benefit (expense) (56,605) (68,388) (22,077) 621 (2,841) (24,376) (5,434) 33,654 Consolidated net income (loss) (386,634) (432,390) (47,314) (171,779) (213,469) (107,824) (90,073) (50,165) Less amount attributable to noncontrolling interest (1,668) (8,200) 7,152 14,852 8,448 7,028 3,199 17,923 Net income (loss) attributable to the Company $(384,966) $(424,190) $(54,466) $(186,631) $(221,917) $(114,852) $(93,272) $(68,088) Net income (loss) to the Company per common share: Basic $(4.58) $(5.06) $(0.65) $(2.22) $(2.63) $(1.37) $(1.11) $(0.81) Diluted $(4.58) $(5.06) $(0.65) $(2.22) $(2.63) $(1.37) $(1.11) $(0.81) The Company's Class A common shares are quoted for trading on the OTC Bulletin Board under the symbol IHRT.115IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 13 – CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONSiHeartCommunications is a party to a management agreement with certain affiliates of Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. (together,the “Sponsors”) and certain other parties pursuant to which such affiliates of the Sponsors will provide management and financial advisory services until 2018. These agreements require management fees to be paid to such affiliates of the Sponsors for such services at a rate not greater than $15.0 million peryear, plus reimbursable expenses. For the years ended December 31, 2015, 2014 and 2013, the Company recognized management fees and reimbursableexpenses of $15.4 million, $15.2 million and $15.8 million, respectively. Stock PurchasesOn August 9, 2010, iHeartCommunications announced that its board of directors approved a stock purchase program under which iHeartCommunications orits subsidiaries may purchase up to an aggregate of $100.0 million of the Company’s Class A common stock and/or the Class A common stock of CCOH. Thestock purchase program did not have a fixed expiration date and could be modified, suspended or terminated at any time at iHeartCommunications’discretion. As of December 31, 2014, an aggregate $34.2 million was available under this program. In January 2015, CC Finco, LLC (“CC Finco”), anindirect wholly-owned subsidiary of the Company, purchased 2,000,000 shares of CCOH’s Class A common stock for $20.4 million. On April 2, 2015, CCFinco purchased an additional 2,172,946 shares of CCOH’s Class A common stock for $22.2 million, increasing iHeartCommunications’ collective holdingsto represent slightly more than 90% of the outstanding shares of CCOH’s common stock on a fully-diluted basis, assuming the conversion of all of CCOH’sClass B common stock into Class A common stock. As a result of this purchase, the stock purchase program concluded. The purchase of shares in excess ofthe amount available under the stock purchase program was separately approved by the board of directors. On December 3, 2015, Clear Channel Holdings, Inc. contributed 100,000,000 shares of CCOH’s Class B Common Stock to Broader Media, LLC, an indirectwholly-owned subsidiary of the Company, as a capital contribution, to provide greater flexibility in support of future financing transactions, sharedispositions and other similar transactions. 116 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURENot Applicable ITEM 9A. CONTROLS AND PROCEDURESDisclosure Controls and ProceduresAs required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), under the supervision and with the participation ofmanagement, including our Chief Executive Officer and our Chief Financial Officer, we have carried out an evaluation of the effectiveness of the design andoperation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Our disclosure controls and procedures are designed to provide reasonable assurance that information we are required to disclose in reports that are filed orsubmitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and our Chief FinancialOfficer, as appropriate to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periodsspecified by the SEC. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls andprocedures were effective as of December 31, 2015 at the reasonable assurance level. Management’s Annual Report on Internal Control Over Financial ReportingOur management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financialreporting is a process designed under the supervision of our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regardingthe preparation and reliability of financial reporting and preparation of our financial statements for external purposes in accordance with generally acceptedaccounting principles. There are inherent limitations to the effectiveness of any control system, however well designed, including the possibility of human error and the possiblecircumvention or overriding of controls. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits ofcontrols must be considered relative to their costs. Management must make judgments with respect to the relative cost and expected benefits of any specificcontrol measure. The design of a control system also is based in part upon assumptions and judgments made by management about the likelihood of futureevents, and there can be no assurance that a control will be effective under all potential future conditions. As a result, even an effective system of internalcontrol over financial reporting can provide no more than reasonable assurance with respect to the fair presentation of financial statements and the processesunder which they were prepared. As of December 31, 2015, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internalcontrol over financial reporting established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of theTreadway Commission (2013 Framework). Based on the assessment, management determined that we maintained effective internal control over financialreporting as of December 31, 2015, based on those criteria. Ernst & Young LLP, the independent registered public accounting firm that audited our consolidated financial statements included in this Annual Report onForm 10-K, has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2015. The report, whichexpresses an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, 2015, is included in this Item underthe heading “Report of Independent Registered Public Accounting Firm.” Changes in Internal Control Over Financial ReportingThere were no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.117 Report of Independent Registered Public Accounting FirmThe Board of Directors and ShareholdersiHeartMedia, Inc.We have audited iHeartMedia, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2015, based on criteriaestablished in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013framework) (the COSO criteria). The Company’s management is responsible for maintaining effective internal control over financial reporting, and for itsassessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control OverFinancial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all materialrespects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testingand evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considerednecessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate.In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on theCOSO criteria.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheetsof the Company as of December 31, 2015 and 2014, and the related consolidated statements of comprehensive loss, changes in shareholders’ deficit and cashflows for each of the three years in the period ended December 31, 2015 and our report dated February 25, 2016 expressed an unqualified opinion thereon. /s/ Ernst & Young LLPSan Antonio, TexasFebruary 25, 2016118 ITEM 9B. OTHER INFORMATIONNot Applicable119 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEThe information required by this item with respect to our executive officers is set forth at the end of Part I of this Annual Report on Form 10-K. Our Code of Business Conduct and Ethics (the “Code of Conduct”) applies to all of our officers, directors and employees, including our principalexecutive officer, principal financial officer and principal accounting officer. The Code of Conduct is publicly available on our internet website atwww.iheartmedia.com. We intend to satisfy the disclosure requirements of Item 5.05 of Form 8-K regarding any amendment to, or waiver from, a provision ofthe Code of Conduct that applies to our principal executive officer, principal financial officer or principal accounting officer and relates to any element of thedefinition of code of ethics set forth in Item 406(b) of Regulation S-K by posting such information on our website at www.iheartmedia.com. All other information required by this item is incorporated by reference to the information set forth in our Definitive Proxy Statement for our 2016Annual Meeting of Stockholders (the “Definitive Proxy Statement”), which we expect to file with the SEC within 120 days after our fiscal year end. ITEM 11. EXECUTIVE COMPENSATION The information required by this item is incorporated by reference to our Definitive Proxy Statement, which we expect to file with the SEC within120 days after our fiscal year end. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Plan CategoryNumber of Securities to be issuedupon exercise of outstanding options,warrants and rightsWeighted-Average exerciseprice of outstanding options,warrants and rights (1)Number of Securities remaining available forfuture issuance under equity compensation plans(excluding securities reflected in column (A))Equity Compensation Plansapproved by security holders(2)7,167,183(3) $35.03 4,209,409 Equity Compensation Plans notapproved by security holders---Total 7,167,183 $35.03 4,209,409 (1) The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect theshares that will be issued upon the vesting of outstanding awards of restricted stock, which have no exercise price.(2) Represents the Clear Channel 2008 Executive Incentive Plan.(3) This number includes shares subject to outstanding awards granted, of which 2,096,860 shares are subject to outstanding options and5,070,323 shares are subject to outstanding restricted shares. All other information required by this item is incorporated by reference to our Definitive Proxy Statement, which we expect to file with the SECwithin 120 days after our fiscal year end. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEThe information required by this item is incorporated by reference to our Definitive Proxy Statement, which we expect to file with the SEC within120 days after our fiscal year end. 120 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICESThe information required by this item is incorporated by reference to our Definitive Proxy Statement, which we expect to file with the SEC within120 days after our fiscal year end. 121 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES(a)1. Financial Statements. The following consolidated financial statements are included in Item 8: Consolidated Balance Sheets as of December 31, 2015 and 2014.Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2015, 2014 and 2013.Consolidated Statements of Changes in Shareholders’ Deficit for the Years Ended December 31, 2015, 2014 and 2013.Consolidated Statements of Cash Flows for the Years Ended December 31, 2015, 2014 and 2013.Notes to Consolidated Financial Statements 2. Financial Statement Schedule. The following financial statement schedule for the years ended December 31, 2015, 2014 and 2013 and related report of independent auditors is filed as partof this report and should be read in conjunction with the consolidated financial statements. Schedule II Valuation and Qualifying Accounts All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required underthe related instructions or are inapplicable, and therefore have been omitted.122 SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS Allowance for Doubtful Accounts (In thousands) Charges Balance at to Costs, Write-off Balance Beginning Expenses of Accounts at End ofDescription of period and other Receivable Other (1) Period Year ended December 31, 2013 $ 55,040 $ 20,243 $ 28,272 $ 734 $ 47,745 Year ended December 31, 2014 $ 47,745 $ 14,167 $ 27,014 $ (2,502) $ 32,396 Year ended December 31, 2015 $ 32,396 $ 30,579 $ 26,310 $ (1,776) $ 34,889 (1) Primarily foreign currency adjustments and acquisition and/or divestiture activity.123 SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS Deferred Tax Asset Valuation Allowance (In thousands) Charges Balance at to Costs, Balance Beginning Expenses at end ofDescription of Period and other (1) Reversal (2) Adjustments (3) PeriodYear ended December 31, 2013 $ 183,686 $ 149,107 $ (5) $ (5,165) $ 327,623 Year ended December 31, 2014 $ 327,623 $ 356,583 $ (230) $ (28,318) $ 655,658 Year ended December 31, 2015 $ 655,658 $ 314,098 $ (457) $ (24,723) $ 944,576 (1) During 2013, 2014 and 2015, the Company recorded valuation allowances on deferred tax assets attributable to net operating losses in certainforeign jurisdictions. In addition, during 2014 and 2015 the Company recorded a valuation allowance of $339.8 million and $305.3 million,respectively, on a portion of its deferred tax assets attributable to federal and state net operating loss carryforwards due to the uncertainty of theability to utilize those losses in future periods.(2) During 2013, 2014 and 2015, the Company realized the tax benefits associated with certain foreign deferred tax assets, primarily related to foreignloss carryforwards, on which a valuation allowance was previously recorded. The associated valuation allowance was reversed in the period inwhich, based on the weight of available evidence, it is more-likely-than-not that the deferred tax asset will be realized.(3) During 2013, 2014 and 2015, the Company adjusted certain valuation allowances as a result of changes in tax rates in certain jurisdictions and as aresult of the expiration of carryforward periods for net operating loss carryforwards.124 3. Exhibits.ExhibitNumber Description3.1 Certificate of Formation of iHeartMedia Capital I, LLC (Incorporated by reference to Exhibit 3.1.33 to theiHeartCommunications, Inc. Registration Statement on Form S-4 (File No. 333-158279) filed on March 30, 2009). 3.2 Limited Liability Company Agreement of iHeartMedia Capital I, LLC (Incorporated by reference to Exhibit 3.2.33 to theiHeartCommunications, Inc. Registration Statement on Form S-4 (File No. 333-158279) filed on March 30, 2009). 4.1 Senior Indenture dated October 1, 1997, by and between iHeartCommunications, Inc. and The Bank of New York, as Trustee(Incorporated by reference to Exhibit 4.2 to the iHeartCommunications, Inc. Quarterly Report on Form 10-Q for the quarterended September 30, 1997). 4.2 Third Supplemental Indenture dated June 16, 1998 to Senior Indenture dated October 1, 1997, by and betweeniHeartCommunications, Inc. and The Bank of New York, as Trustee (Incorporated by reference to Exhibit 4.2 to theiHeartCommunications, Inc. Current Report on Form 8-K filed on August 28, 1998). 4.3 Nineteenth Supplemental Indenture dated December 16, 2004, to Senior Indenture dated October 1, 1997, by and betweeniHeartCommunications, Inc. and The Bank of New York, as Trustee (Incorporated by reference to Exhibit 10.1 to theiHeartCommunications, Inc. Current Report on Form 8-K filed on December 17, 2004). 4.4 Indenture, dated as of February 23, 2011, to Indenture dated as of February 23, 2011, among iHeartCommunications, Inc.,iHeartMedia Capital I, LLC, the other guarantors party thereto, Wilmington Trust FSB, as Trustee, and the other agents partythereto (Incorporated by reference to Exhibit 4.1 to the iHeartCommunications, Inc. Current Report on Form 8-K filed onFebruary 24, 2011). 4.5 Supplemental Indenture, dated as of June 14, 2011, to Indenture dated as of February 23, 2011, amongiHeartCommunications, Inc. and Wilmington Trust FSB, as Trustee (Incorporated by reference to Exhibit 4.1 to theiHeartCommunications, Inc. Current Report on Form 8-K filed on June 14, 2011). 4.6 Indenture, dated as of October 25, 2012, among iHeartCommunications, Inc., iHeartMedia Capital I, LLC, as guarantor, theother guarantors party thereto, U.S. Bank National Association, as trustee, and Deutsche Bank Trust Company Americas, ascollateral agent (Incorporated by reference to Exhibit 4.1 to the iHeartCommunications, Inc. Current Report on Form 8-K filedon October 25, 2012). 4.7 Indenture, dated as of February 28, 2013, among iHeartCommunications, Inc., iHeartMedia Capital I, LLC, as guarantor, theother guarantors party thereto, U.S. Bank National Association, as trustee, and Deutsche Bank Trust Company Americas, ascollateral agent (Incorporated by reference to Exhibit 4.1 to the iHeartCommunications, Inc. Current Report on Form 8-K filedon March 1, 2013). 4.8 Indenture, dated as of June 21, 2013, among iHeartCommunications, Inc., iHeartMedia Capital I, LLC, as guarantor, the otherguarantors party thereto, Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust CompanyAmericas, as paying agent, registrar and transfer agent (Incorporated by reference to Exhibit 4.1 to the iHeartCommunications,Inc. Current Report on Form 8-K filed on June 21, 2013). 4.9 First Supplemental Indenture, dated as of December 16, 2013, to Indenture dated as of June 21, 2013, by and amongiHeartCommunications, Inc., iHeartMedia Capital I, LLC, as guarantor, the other guarantors party thereto, Law DebentureTrust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transferagent (Incorporated by reference to Exhibit 4.26 to Amendment No. 1 to the iHeartCommunications, Inc. RegistrationStatement on Form S-4 (File No. 333-192614) filed on December 16, 2013). 4.10 Second Supplemental Indenture, dated as of December 24, 2013, to Indenture dated as of June 21, 2013, by and amongiHeartCommunications, Inc., iHeartMedia Capital I, LLC, as guarantor, the other guarantors party thereto, Law DebentureTrust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transferagent (Incorporated by reference to Exhibit 4.28 to Amendment No. 2 to the iHeartCommunications, Inc. RegistrationStatement on Form S-4 (File No. 333-192614) filed on December 24, 2013). 4.11 Indenture with respect to 7.625% Series A Senior Subordinated Notes due 2020, dated as of March 15, 2012, by and amongClear Channel Worldwide Holdings, Inc., Clear Channel Outdoor Holdings, Inc., Clear Channel Outdoor, Inc., the otherguarantors party thereto and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the ClearChannel Outdoor Holdings, Inc. Current Report on Form 8-K filed on March 16, 2012). 4.12 Indenture with respect to 7.625% Series B Senior Subordinated Notes due 2020, dated as of March 15, 2012, by and amongClear Channel Worldwide Holdings, Inc., Clear Channel Outdoor Holdings, Inc., Clear Channel Outdoor, Inc., the otherguarantors party thereto and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the ClearChannel Outdoor Holdings, Inc. Current Report on Form 8-K filed on March 16, 2012). 4.13 Indenture with respect to 6.50% Series A Senior Notes due 2022, dated as of November 19, 2012, by and among ClearChannel Worldwide Holdings, Inc., Clear Channel Outdoor Holdings, Inc., Clear Channel Outdoor, Inc., the other guarantorsparty thereto and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Clear ChannelOutdoor Holdings, Inc. Current Report on Form 8-K filed on November 19, 2012). 4.14 Indenture with respect to 6.50% Series B Senior Notes due 2022, dated as of November 19, 2012, by and among ClearChannel Worldwide Holdings, Inc., Clear Channel Outdoor Holdings, Inc., Clear Channel Outdoor, Inc., the other guarantorsparty thereto and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Clear ChannelOutdoor Holdings, Inc. Current Report on Form 8-K filed on November 19, 2012). 4.15 Indenture, dated as of May 1, 2014, among CCU Escrow Corporation and U.S. Bank National Association, as trustee(Incorporated by reference to Exhibit 4.2 to the iHeartCommunications, Inc. Current Report on Form 8-K filed on June 6,2014). 4.16 First Supplemental Indenture, dated as of June 6, 2014, to Indenture dated as of May 1, 2014, among iHeartCommunications,Inc. and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the iHeartCommunications,Inc. Current Report on Form 8-K filed on June 6, 2014). 4.17 Third Supplemental Indenture, dated as of August 22, 2014, by and among iHeartCommunications, Inc., iHeartMedia CapitalI, LLC, as guarantor, the other guarantors party thereto, and Law Debenture Trust Company of New York, as trustee(incorporated by reference to Exhibit 4.1 to the iHeartCommunications, Inc. Form 8-K filed on August 22, 2014). 4.18 Indenture, dated as of September 10, 2014, among iHeartCommunications, Inc., iHeartMedia Capital I, LLC, as guarantor, theother guarantors party thereto, U.S. Bank National Association, as trustee, paying agent, registrar, authentication agent andtransfer agent, and Deutsche Bank Trust Company Americas, as collateral agent (incorporated by reference to Exhibit 4.1 toiHeartCommunications, Inc.’s Current Report on Form 8-K filed on September 10, 2014). 4.19 First Supplemental Indenture, dated as of September 29, 2014, to Indenture dated as of September 10, 2014, amongiHeartCommunications, Inc., iHeartMedia Capital I, LLC, as guarantor, certain subsidiary guarantors named therein, U.S. BankNational Association, as trustee, paying agent, registrar, authentication agent and transfer agent and Deutsche Bank TrustCompany Americas, as the collateral agent (incorporated by reference to Exhibit 4.1 to the iHeartCommunications, Inc.Current Report on Form 8-K filed on September 29, 2014). 4.20 Indenture, dated as of February 26, 2015, among iHeartCommunications, Inc., iHeartMedia Capital I, LLC, as guarantor, theother guarantors party thereto, U.S. Bank National Association, as trustee, paying agent, registrar, authentication agent andtransfer agent, and Deutsche Bank Trust Company Americas, as collateral agent (Incorporated by reference to Exhibit 4.1 tothe iHeartCommunications, Inc. Current Report on Form 8-K filed on February 26, 2015). 4.21 Indenture, dated as of December 16, 2015, among Clear Channel International B.V., the guarantors party thereto, and U.S.Bank National Association, as trustee, paying agent, registrar, authentication agent and transfer agent (incorporated byreference to Exhibit 4.1 to Clear Channel Outdoor Holdings, Inc.’s Current Report on Form 8-K filed on December 16, 2015). 10.1 Amended and Restated Credit Agreement, dated as of February 23, 2011, by and among iHeartCommunications, Inc., thesubsidiary co-borrowers and foreign subsidiary revolving borrowers party thereto, iHeartMedia Capital I, LLC, Citibank, N.A.,as Administrative Agent, the lenders from time to time party thereto and the other agents party thereto (Incorporated byreference to Exhibit 10.1 to the iHeartCommunications, Inc. Current Report on Form 8-K filed on February 24, 2011). 10.2 Amendment No. 1 to Amended and Restated Credit Agreement, dated as of October 25, 2012, by and amongiHeartCommunications, Inc., iHeartMedia Capital I, LLC, the subsidiary co-borrowers party thereto, the foreign subsidiaryrevolving borrowers thereto, Citibank, N.A. as Administrative Agent, the lenders from time to time party thereto and the otheragents party thereto (Incorporated by reference to Exhibit 10.1 to the iHeartCommunications, Inc. Current Report on Form 8-Kfiled on October 25, 2012). 10.3 Collateral Sharing Agreement, dated as of October 25, 2012, by and among Citibank N.A. as Administrative Agent, U.S. BankNational Association, as trustee, and Deutsche Bank Trust Company Americas, as collateral agent (Incorporated by referenceto Exhibit 10.2 to the iHeartCommunications, Inc. Current Report on Form 8-K filed on October 25, 2012). 10.4 Amendment No. 2 to Amended and Restated Credit Agreement, dated as of May 31, 2013, by and amongiHeartCommunications, Inc., iHeartMedia Capital I, LLC, the subsidiary co-borrowers party thereto, the foreign subsidiaryrevolving borrowers thereto, Citibank, N.A. as Administrative Agent, the lenders from time to time party thereto and the otheragents party thereto (Incorporated by reference to Exhibit 10.1 to the iHeartCommunications, Inc. Current Report on Form 8-Kfiled on June 4, 2013). 10.5 Amendment No. 3 to Amended and Restated Credit Agreement, dated as of December 18, 2013, by and amongiHeartCommunications, Inc., iHeartMedia Capital I, LLC, the subsidiary co-borrowers party thereto, the foreign subsidiaryrevolving borrowers thereto, Citibank, N.A., as Administrative Agent, the lenders from time to time party thereto and the otheragents party thereto (Incorporated by reference to Exhibit 10.1 to the iHeartCommunications, Inc. Current Report on Form 8-Kfiled on December 18, 2013). 10.6 Amended and Restated Credit Agreement, dated as of December 24, 2012, by and among iHeartCommunications, Inc.,iHeartMedia Capital I, LLC, the subsidiary borrowers party thereto, Citibank, N.A., as Administrative Agent, the lenders fromtime to time party thereto and the other agents party thereto (Incorporated by reference to Exhibit 10.1 to theiHeartCommunications, Inc. Current Report on Form 8-K filed on December 27, 2012). 10.7 Revolving Promissory Note dated November 10, 2005 payable by iHeartCommunications, Inc. to Clear Channel OutdoorHoldings, Inc. in the original principal amount of $1,000,000,000 (Incorporated by reference to Exhibit 10.8 to the ClearChannel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2005). 10.8 First Amendment, dated as of December 23, 2009, to the Revolving Promissory Note, dated as of November 10, 2005, byiHeartCommunications, Inc., as Maker, to Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit 10.41to the iHeartMedia, Inc. Annual Report on Form 10-K for the year ended December 31, 2009). 10.9 Second Amendment, dated as of October 23, 2013, to the Revolving Promissory Note, dated as of November 10, 2005, byiHeartCommunications, Inc., as Maker, to Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit 10.1 tothe iHeartCommunications, Inc. Current Report on Form 8-K filed on October 23, 2013). 10.10 Revolving Promissory Note dated November 10, 2005 payable by Clear Channel Outdoor Holdings, Inc. toiHeartCommunications, Inc. in the original principal amount of $1,000,000,000 (Incorporated by reference to Exhibit 10.7 tothe Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2005). 10.11 First Amendment, dated as of December 23, 2009, to the Revolving Promissory Note, dated as of November 10, 2005, by ClearChannel Outdoor Holdings, Inc., as Maker, to iHeartCommunications, Inc. (Incorporated by reference to Exhibit 10.42 to theiHeartMedia, Inc. Annual Report on Form 10-K for the year ended December 31, 2009). 10.12 Master Agreement dated November 16, 2005 between Clear Channel Outdoor Holdings, Inc. and iHeartCommunications, Inc.(Incorporated by reference to Exhibit 10.1 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for theyear ended December 31, 2005). 10.13 Corporate Services Agreement dated November 16, 2005 between Clear Channel Outdoor Holdings, Inc. and iHeartMediaManagement Services, L.P. (Incorporated by reference to Exhibit 10.3 to the Clear Channel Outdoor Holdings, Inc. AnnualReport on Form 10-K for the year ended December 31, 2005). 10.14 Tax Matters Agreement dated November 10, 2005 between Clear Channel Outdoor Holdings, Inc. and iHeartCommunications,Inc. (Incorporated by reference to Exhibit 10.4 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K forthe year ended December 31, 2005). 10.15 Employee Matters Agreement dated November 10, 2005 between Clear Channel Outdoor Holdings, Inc. andiHeartCommunications, Inc. (Incorporated by reference to Exhibit 10.5 to the Clear Channel Outdoor Holdings, Inc. AnnualReport on Form 10-K for the year ended December 31, 2005). 10.16 Amended and Restated License Agreement dated November 10, 2005 between iHM Identity, Inc. and Outdoor ManagementServices, Inc. (Incorporated by reference to Exhibit 10.5 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form10-K for the year ended December 31, 2005). 10.17 First Amended and Restated Management Agreement, dated as of July 28, 2008, by and among iHeartMedia, Inc., BT TripleCrown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, THL Managers VI, LLC and Bain CapitalPartners, LLC (Incorporated by reference to Exhibit 10.1 to the iHeartMedia, Inc. Current Report on Form 8-K filed on July 30,2008). 10.18 Amended and Restated Voting Agreement dated as of May 13, 2008 by and among BT Triple Crown Merger Co., Inc., BTriple Crown Finco, LLC, T Triple Crown Finco, LLC, iHeartMedia, Inc., Highfields Capital I LP, Highfields Capital II LP,Highfields Capital III LP and Highfields Capital Management LP (Incorporated by reference to Annex E to the iHeartMedia,Inc. Registration Statement on Form S-4 (File No. 333-151345) filed on June 2, 2008). 10.19 Voting Agreement dated as of May 13, 2008 by and among BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, TTriple Crown Finco, LLC, iHeartMedia, Inc., Abrams Capital Partners I, LP, Abrams Capital Partners II, LP, WhitecrestPartners, LP, Abrams Capital International, Ltd. and Riva Capital Partners, LP (Incorporated by reference to Annex F to theiHeartMedia, Inc. Registration Statement on Form S-4 (File No. 333-151345) filed on June 2, 2008). 10.20§ Stockholders Agreement, dated as of July 29, 2008, by and among iHeartMedia, Inc., BT Triple Crown Merger Co., Inc., ClearChannel Capital IV, LLC, Clear Channel Capital V, L.P., L. Lowry Mays, Randall T. Mays, Mark P. Mays, LLM Partners, Ltd.,MPM Partners, Ltd. and RTM Partners, Ltd. (Incorporated by reference to Exhibit 10.2 to the iHeartMedia, Inc. Annual Reporton Form 10-K for the year ended December 31, 2009). 10.21§ Side Letter Agreement, dated as of July 29, 2008, among iHeartMedia, Inc., Clear Channel Capital IV, LLC, Clear ChannelCapital V, L.P., L. Lowry Mays, Mark P. Mays, Randall T. Mays, LLM Partners, Ltd., MPM Partners Ltd. and RTM Partners,Ltd. (Incorporated by reference to Exhibit 10.3 to the iHeartMedia, Inc. Annual Report on Form 10-K for the year endedDecember 31, 2009). 10.22 Affiliate Transactions Agreement, dated as of July 30, 2008, by and among iHeartMedia, Inc., Bain Capital Fund IX, L.P.,Thomas H. Lee Equity Fund VI, L.P. and BT Triple Crown Merger Co., Inc. (Incorporated by reference to Exhibit 99.6 to theiHeartMedia, Inc. Form 8-A Registration Statement filed on July 30, 2008). 10.23§ Side Letter Agreement, dated as of December 22, 2009, by and among iHeartMedia, Inc., Clear Channel Capital IV, LLC,Clear Channel Capital V, L.P., Randall T. Mays and RTM Partners, Ltd. (Incorporated by reference to Exhibit 99.3 to theiHeartCommunications, Inc. Current Report on Form 8-K filed on December 29, 2009). 10.24§ Agreement Regarding Aircraft, dated May 31, 2013, by and among iHeartCommunications, Inc., Mark P. Mays, Randall T.Mays and L. Lowry Mays (Incorporated by reference to Exhibit 10.1 to the iHeartMedia, Inc. Quarterly Report on Form 10-Qfor the quarter ended June 30, 2013). 10.25§ Stock Purchase Agreement dated as of November 15, 2010 by and among iHeartMedia, Inc., Clear Channel Capital IV, LLC,Clear Channel Capital V, L.P. and Pittman CC LLC (Incorporated by reference to Exhibit 10.3 to the iHeartMedia, Inc.Quarterly Report on Form 10-Q for the quarter ended September 30, 2011). 10.26§ Aircraft Lease Agreement dated as of November 16, 2011 by and between Yet Again Inc. and iHeartMedia + Entertainment,Inc. (Incorporated by reference to Exhibit 10.23 to the iHeartMedia, Inc. Annual Report on Form 10-K for the year endedDecember 31, 2011). 10.27§ Aircraft Lease Agreement dated as of December 23, 2013 by and between FalconAgain Inc. and iHeartMedia + Entertainment,Inc. (Incorporated by reference to Exhibit 10.23 to the iHeartMedia, Inc. Annual Report on Form 10-K for the year endedDecember 31, 2013). 10.28§ Letter Agreement dated as of January 13, 2014 by and between FalconAgain Inc. and iHeartMedia + Entertainment, Inc.(Incorporated by reference to Exhibit 10.24 to the iHeartMedia, Inc. Annual Report on Form 10-K for the year endedDecember 31, 2013). 10.29§ Clear Channel 2008 Executive Incentive Plan (the “CC Executive Incentive Plan”) (Incorporated by reference to Exhibit10.26 to the iHeartMedia, Inc. Annual Report on Form 10-K for the year ended December 31, 2009). 10.30§ Amendment No. 1 to the CC Executive Incentive Plan, effective as of July 1, 2013 (Incorporated by reference to Exhibit 10.1to the iHeartMedia, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2013). 10.31§ Form of Senior Executive Option Agreement under the CC Executive Incentive Plan (Incorporated by reference to Exhibit10.20 to the iHeartMedia, Inc. Current Report on Form 8-K filed on July 30, 2008). 10.32§ Form of Senior Executive Restricted Stock Award Agreement under the CC Executive Incentive Plan (Incorporated byreference to Exhibit 10.21 to the iHeartMedia, Inc. Current Report on Form 8-K filed on July 30, 2008). 10.33§ Form of Senior Management Option Agreement under the CC Executive Incentive Plan (Incorporated by reference to Exhibit10.22 to the iHeartMedia, Inc. Current Report on Form 8-K filed on July 30, 2008). 10.34§ Form of Executive Option Agreement under the CC Executive Incentive Plan (Incorporated by reference to Exhibit 10.23 tothe iHeartMedia, Inc. Current Report on Form 8-K filed on July 30, 2008). 10.35§ Clear Channel Employee Equity Investment Program (Incorporated by reference to Exhibit 10.24 to the iHeartMedia, Inc.Current Report on Form 8-K filed on July 30, 2008). 10.36§ iHeartMedia, Inc. 2008 Annual Incentive Plan (Incorporated by reference to Exhibit 10.32 to the iHeartMedia, Inc. AnnualReport on Form 10-K for the year ended December 31, 2009). 10.37§ Clear Channel Outdoor Holdings, Inc. 2005 Stock Incentive Plan, as amended and restated (the “CCOH Stock IncentivePlan”) (Incorporated by reference to Exhibit 10.2 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-Kfiled on April 30, 2007). 10.38§ First Form of Option Agreement under the CCOH Stock Incentive Plan (Incorporated by reference to Exhibit 10.2 to the ClearChannel Outdoor Holdings, Inc. Registration Statement on Form S-8 (File No. 333-130229) filed on December 9, 2005). 10.39§ Form of Option Agreement under the CCOH Stock Incentive Plan (approved February 21, 2011) (Incorporated by reference toExhibit 10.33 to the iHeartMedia, Inc. Annual Report on Form 10-K for the year ended December 31, 2011). 10.40§ Form of Restricted Stock Award Agreement under the CCOH Stock Incentive Plan (Incorporated by reference to Exhibit 10.3to the Clear Channel Outdoor Holdings, Inc. Registration Statement on Form S-8 (File No. 333-130229) filed on December 9,2005). 10.41§ Form of Restricted Stock Unit Award Agreement under the CCOH Stock Incentive Plan (Incorporated by reference to Exhibit10.16 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2010). 10.42§ Clear Channel Outdoor Holdings, Inc. 2012 Stock Incentive Plan (the “CCOH 2012 Stock Incentive Plan”) (Incorporated byreference to Exhibit 99.1 to the Clear Channel Outdoor Holdings, Inc. Registration Statement on Form S-8 (File No. 333-181514) filed on May 18, 2012). 10.43§ Form of Option Agreement under the CCOH 2012 Stock Incentive Plan (Incorporated by reference to Exhibit 10.25 to theClear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2015). 10.44§ Form of Restricted Stock Award Agreement under the CCOH 2012 Stock Incentive Plan (Incorporated by reference to Exhibit10.26 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2015). 10.45§ Form of Restricted Stock Unit Award Agreement under the CCOH 2012 Stock Incentive Plan (Incorporated by reference toExhibit 10.27 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31,2015). 10.46§ Clear Channel Outdoor Holdings, Inc. Amended and Restated 2006 Annual Incentive Plan (Incorporated by reference toAppendix B to the Clear Channel Outdoor Holdings, Inc. Definitive Proxy Statement on Schedule 14A for its 2012 AnnualMeeting of Stockholders filed on April 9, 2012). 10.47§ Relocation Policy - Chief Executive Officer and Direct Reports (Guaranteed Purchase Offer) (Incorporated by reference toExhibit 10.1 to the iHeartCommunications, Inc. Current Report on Form 8-K filed on October 12, 2010). 10.48§ Relocation Policy - Chief Executive Officer and Direct Reports (Buyer Value Option) (Incorporated by reference to Exhibit10.2 to the iHeartCommunications, Inc. Current Report on Form 8-K filed on October 12, 2010). 10.49§ Relocation Policy - Function Head Direct Reports (Incorporated by reference to Exhibit 10.3 to the iHeartCommunications,Inc. Current Report on Form 8-K filed on October 12, 2010). 10.50§ Form of iHeartMedia, Inc. and iHeartCommunications, Inc. Indemnification Agreement (Incorporated by reference to Exhibit10.26 to the iHeartMedia, Inc. Current Report on Form 8-K filed on July 30, 2008). 10.51§ Indemnification Agreement by and among iHeartMedia, Inc., iHeartCommunications, Inc. and Robert W. Pittman datedSeptember 18, 2012 (Incorporated by reference to Exhibit 10.3 to the iHeartMedia, Inc. Quarterly Report on Form 10-Q for thequarter ended September 30, 2012). 10.52§ Form of Clear Channel Outdoor Holdings, Inc. Independent Director Indemnification Agreement (Incorporated by reference toExhibit 10.1 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed on June 3, 2009). 10.53§ Form of Clear Channel Outdoor Holdings, Inc. Affiliate Director Indemnification Agreement (Incorporated by reference toExhibit 10.2 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed on June 3, 2009). 10.54§ Indemnification Agreement by and among Clear Channel Outdoor Holdings, Inc. and Robert W. Pittman dated September 18,2012 (Incorporated by reference to Exhibit 10.4 to the iHeartMedia, Inc. Quarterly Report on Form 10-Q for the quarter endedSeptember 30, 2012). 10.55§ Indemnification Agreement by and among Clear Channel Outdoor Holdings, Inc. and Robert H. Walls, Jr. dated September 5,2012 (Incorporated by reference to Exhibit 10.6 to the iHeartMedia, Inc. Quarterly Report on Form 10-Q for the quarter endedSeptember 30, 2012). 10.56§ Amended and Restated Employment Agreement, dated as of January 13, 2014 between Robert Pittman and iHeartMedia, Inc.(Incorporated by reference to Exhibit 10.1 to the iHeartMedia, Inc. Current Report on Form 8-K filed on January 13, 2014). 10.57§ Employment Agreement by and between iHeartMedia, Inc. and Richard J. Bressler, dated July 29, 2013 (Incorporated byreference to Exhibit 10.1 to the iHeartMedia, Inc. Current Report on Form 8-K/A filed on August 2, 2013). 10.58§ Employment Agreement, dated as of January 1, 2010, between Robert H. Walls, Jr., and iHeartMedia Management Services,Inc. (Incorporated by reference to Exhibit 10.1 to the iHeartCommunications, Inc. Current Report on Form 8-K filed onJanuary 5, 2010). 10.59§ Employment Agreement, effective as of January 24, 2012, between C. William Eccleshare and Clear Channel OutdoorHoldings, Inc. (Incorporated by reference to Exhibit 10.1 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form8-K/A filed on July 27, 2012). 10.60§ Amendment No. 1 to Employment Agreement, effective as of March 2, 2015, between C. William Eccleshare and ClearChannel Outdoor Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Clear Channel Outdoor Holdings, Inc.Quarterly Report on Form 10-Q for the quarter ended March 31, 2015). 10.61*§ Amendment No. 2 to Employment Agreement, effective as of December 17, 2015, between C. William Eccleshare and ClearChannel Outdoor Holdings, Inc. (incorporated by reference to Exhibit 10.38 to Clear Channel Outdoor Holdings, Inc. AnnualReport on Form 10-K for the year ended December 31, 2015). 10.62§ Form of Amendment to Senior Executive Option Agreement under the CC Executive Incentive Plan, dated as of October 14,2008 (Incorporated by reference to Exhibit 10.56 to the iHeartMedia, Inc. Annual Report on Form 10-K for the year endedDecember 31, 2011). 10.63§ Form of Executive Option Agreement under the CC Executive Incentive Plan, dated as of December 31, 2010, between RobertH. Walls, Jr. and iHeartMedia, Inc. (Incorporated by reference to Exhibit 10.44 to the iHeartCommunications, Inc. AnnualReport on Form 10-K for the year ended December 31, 2010). 10.64§ Form of Executive Option Agreement under the CC Executive Incentive Plan, dated as of May 19, 2011, between Scott D.Hamilton and iHeartMedia, Inc. (Incorporated by reference to Exhibit 10.63 to the iHeartMedia, Inc. Annual Report on Form10-K for the year ended December 31, 2011). 10.65§ Executive Option Agreement under the CC Executive Incentive Plan, dated as of October 2, 2011, between Robert W. Pittmanand iHeartMedia, Inc. (Incorporated by reference to Exhibit 10.2 to the iHeartMedia, Inc. Quarterly Report on Form 10-Q forthe quarter ended September 30, 2011). 10.66§ Amendment to the Executive Option Agreement under the CC Executive Incentive Plan, dated as of January 13, 2014,between Robert W. Pittman and iHeartMedia, Inc. (Incorporated by reference to Exhibit 10.2 to the iHeartMedia, Inc. CurrentReport on Form 8-K filed on January 13, 2014). 10.67§ Form of Restricted Stock Agreement under the CC Executive Incentive Plan, dated October 15, 2012, between Robert W.Pittman and iHeartMedia, Inc. (Incorporated by reference to Exhibit 10.74 to the iHeartMedia, Inc. Annual Report on Form10-K for the year ended December 31, 2012). 10.68§ Form of Restricted Stock Agreement under the CC Executive Incentive Plan, dated October 15, 2012, between Robert H.Walls, Jr. and iHeartMedia, Inc. (Incorporated by reference to Exhibit 10.75 to the iHeartMedia, Inc. Annual Report on Form10-K for the year ended December 31, 2012). 10.69§ Form of Restricted Stock Agreement under the CC Executive Incentive Plan, dated October 22, 2012, between Scott D.Hamilton and iHeartMedia, Inc. (Incorporated by reference to Exhibit 10.77 to the iHeartMedia, Inc. Annual Report on Form10-K for the year ended December 31, 2012). 10.70§ Form of Restricted Stock Agreement under the CC Executive Incentive Plan, dated October 22, 2012, between Robert H.Walls, Jr. and iHeartMedia, Inc. (Incorporated by reference to Exhibit 10.78 to the iHeartMedia, Inc. Annual Report on Form10-K for the year ended December 31, 2012). 10.71§ Restricted Stock Agreement under the CC Executive Incentive Plan, dated January 13, 2014, between Robert W. Pittman andiHeartMedia, Inc. (Incorporated by reference to Exhibit C of Exhibit 10.1 to the iHeartMedia, Inc. Current Report on Form 8-Kfiled on January 13, 2014). 10.72§ Form of Stock Option Agreement under the CCOH Stock Incentive Plan, dated September 17, 2009, between C. WilliamEccleshare and Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit 10.34 to the Clear ChannelOutdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2010). 10.73§ Form of Amended and Restated Stock Option Agreement under the CCOH Stock Incentive Plan, dated as of August 11, 2011,between C. William Eccleshare and Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit 10.1 to theClear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed on August 12, 2011). 10.74§ Form of Stock Option Agreement under the CCOH Stock Incentive Plan, dated December 13, 2010, between C. WilliamEccleshare and Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit 10.35 to the Clear ChannelOutdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2010). 10.75§ Form of Restricted Stock Unit Agreement under the CCOH Stock Incentive Plan, dated December 20, 2010, between C.William Eccleshare and Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit 10.36 to the ClearChannel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2010). 10.76§ Form of Restricted Stock Unit Agreement under the CCOH Stock Incentive Plan, dated March 26, 2012, between Robert H.Walls, Jr. and Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit 10.3 to the iHeartMedia, Inc.Quarterly Report on Form 10-Q for the quarter ended March 31, 2012). 10.77§ Form of Restricted Stock Unit Agreement under the CCOH 2012 Stock Incentive Plan, dated July 26, 2012, between C.William Eccleshare and Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit 10.2 to the Clear ChannelOutdoor Holdings, Inc. Current Report on Form 8-K/A filed on July 27, 2012). 10.78§ Restricted Stock Award Agreement under the CCOH 2012 Stock Incentive Plan, dated January 13, 2014, between Robert W.Pittman and Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit D of Exhibit 10.1 to the iHeartMedia,Inc. Current Report on Form 8-K filed on January 13, 2014). 10.79§ Stipulation of Settlement, dated as of July 8, 2013, among legal counsel for iHeartCommunications, Inc. and the other nameddefendants, the special litigation committee of the board of directors of Clear Channel Outdoor Holdings, Inc. and theplaintiffs (Incorporated by reference to Exhibit 10.1 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-Kfiled on July 9, 2013). 10.80§ Employment Agreement by and between iHeartMedia Management Services, Inc. and Scott D. Hamilton, dated May 20, 2014(Incorporated by reference to Exhibit 10.1 to the iHeartMedia, Inc. Current Report on Form 8-K filed on June 25, 2014). 10.81*§ Employment Agreement by and between iHeartMedia Management Services, Inc. and Steven J. Macri dated October 7, 2013. 10.82 Employment Agreement, effective as of March 3, 2015, between Scott Wells and Clear Channel Outdoor Holdings, Inc.(incorporated by reference to Exhibit 10.2 to the Clear Channel Outdoor Holdings, Inc. Quarterly Report on Form 10-Q for thequarter ended March 31, 2015). 10.83 Subordination Agreement, dated as of December 16, 2015, among Clear Channel International B.V., the guarantors partythereto, U.S. Bank National Association, as trustee, and the subordinated creditors party thereto (incorporated by reference toExhibit 10.1 to Clear Channel Outdoor Holdings, Inc.’s Current Report on 8-K filed on December 16, 2015). 10.84 iHeartMedia, Inc. 2015 Executive Long-Term Incentive Plan (Incorporated by reference to Appendix A to the iHeartMedia,Inc. definitive proxy statement on Schedule 14A for its 2015 Annual Meeting of Stockholders filed March 31, 2015). 10.85 iHeartMedia, Inc. 2015 Supplemental Incentive Plan (Incorporated by reference to Appendix B to the iHeartMedia, Inc.definitive proxy statement on Schedule 14A for its 2015 Annual Meeting of Stockholders filed March 31, 2015). 10.86 iHeartMedia, Inc. 2015 Executive Incentive Plan (Incorporated by reference to Appendix C to the iHeartMedia, Inc. definitiveproxy statement on Schedule 14A for its 2015 Annual Meeting of Stockholders filed March 31, 2015). 24* Power of Attorney (included on signature page). 31.1* Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant toSection 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant toSection 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS* XBRL Instance Document. 101.SCH* XBRL Taxonomy Extension Schema Document. 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document. 125 _________________* Filed herewith.** This exhibit is furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwisesubject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or theSecurities Exchange Act of 1934.§ A management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S-K.134 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signedon its behalf by the undersigned, thereunto duly authorized, on February 25, 2016. IHEARTMEDIA, INC. By: /s/ Robert W. Pittman Robert W. Pittman Chairman and Chief Executive Officer Power of Attorney Each person whose signature appears below authorizes Robert W. Pittman, Richard J. Bressler and Scott D. Hamilton, or any one of them, each ofwhom may act without joinder of the others, to execute in the name of each such person who is then an officer or director of the Registrant and to file anyamendments to this Annual Report on Form 10-K necessary or advisable to enable the Registrant to comply with the Securities Exchange Act of 1934, asamended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, which amendments may make suchchanges in such report as such attorney-in-fact may deem appropriate. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrantand in the capacities and on the dates indicated. NameTitleDate/s/ Robert W. PittmanRobert W. PittmanChairman and Chief Executive Officer (Principal Executive Officer)February 25, 2016 /s/ Richard J. BresslerRichard J. BresslerPresident, Chief Operating Officer, Chief Financial Officer (Principal FinancialOfficer) and DirectorFebruary 25, 2016 /s/ Scott D. HamiltonScott D. Hamilton Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) andAssistant SecretaryFebruary 25, 2016 /s/ David C. AbramsDavid C. Abrams DirectorFebruary 25, 2016 /s/ Irving L. AzoffIrving L. Azoff DirectorFebruary 25, 2016 /s/ James C. CarlisleJames C. Carlisle DirectorFebruary 25, 2016/s/ John P. ConnaughtonJohn P. Connaughton DirectorFebruary 25, 2016/s/ Julia B. DonnellyJulia B. Donnelly DirectorFebruary 25, 2016/s/ Matthew J. FreemanMatthew J. Freeman DirectorFebruary 25, 2016 /s/ Blair E. HendrixBlair E. Hendrix DirectorFebruary 25, 2016/s/ Jonathon S. JacobsonJonathon S. Jacobson DirectorFebruary 25, 2016 /s/ Ian K. LoringIan K. Loring DirectorFebruary 25, 2016 /s/ Scott M. SperlingScott M. Sperling DirectorFebruary 25, 2016 135 136 Exhibit 10.81 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is between CC Media Holdings, Inc. (“Company”) and Steve Macri(“Employee”). 1. TERM OF EMPLOYMENT This Agreement commences October 7, 2013 (“Effective Date”), and ends on October 6, 2017 (the “Employment Period”),and shall be automatically extended from year to year unless either Company or Employee gives written notice of non-renewal on orbefore July 1, 2017 (but not before June 1, 2017), or annually on or before July 1st thereafter (but no earlier than June 1st) that theEmployment Period shall not be extended. The term “Employment Period” shall refer to the Employment Period if and as so extended. 2. TITLE AND EXCLUSIVE SERVICES(a) Title and Duties. Employee’s title is Executive Vice President/Chief Financial Officer, CCM+E, and Employee will performjob duties that are usual and customary for this position. Employee will report to the President and Chief Financial Officer ofCC Media Holdings, Inc., and the Chairman and CEO of Clear Channel Media and Entertainment (“Direct Managers”). (b) Exclusive Services. Employee shall not be employed or render services elsewhere during the Employment Period, providedthat nothing herein shall preclude Employee from (i) serving on corporate, civic or charitable boards or committees listed onExhibit A; (ii) with advance notice to Employee’s Direct Managers of material involvements, participating (including as aboard member) in educational, welfare, social, religious and civic organizations; and (iii) with prior written approval ofEmployee’s Direct Managers for serving as a director of for profit entities, so long as such activities described in clauses (i), (ii)and (iii) do not, individually or in the aggregate, interfere or conflict with the performance of his duties or conflict with thebusiness of Company or the Employee Guide or Code of Conduct. 3. COMPENSATION AND BENEFITS(a) Base Salary. Employee shall be paid an annualized salary of Six Hundred Forty Thousand Dollars ($640,000.00) (“BaseSalary”), subject to overtime eligibility, if applicable. The Base Salary shall be payable in accordance with the Company’sregular payroll practices and pursuant to Company policy, which may be amended from time to time. Employee is eligible forannual salary increases commensurate with Company policy. (b) Vacation. Employee is eligible for twenty (20) vacation days per year subject to the Employee Guide. 1 Initials: Company: ____ Employee: ____  (c) Annual Bonus. Eligibility for an Annual Bonus is based on financial and performance criteria established by Company andapproved in the annual budget, and will be paid no later than March 15 each calendar year following the year in which theBonus was earned. For Calendar Year 2013, Employee’s Target Bonus shall be $375,000.00; of this amount, $187,500.00shall be guaranteed, and $187,500.00 shall be based on MBO’s based on Employee’s individual performance, as establishedby Employee and his manager upon his employment. Subsequent to Calendar Year 2013, Employee’s Target Bonus shall be100% of his Base Salary. The payment of any Bonus shall be within the Short-Term Deferral period under the InternalRevenue Code Section 409A (“Section 409A”) and applicable regulations. (d) Signing Advance. Company shall pay a one-time lump sum Signing Advance of Sixty Thousand Dollars ($60,000.00), lessordinary payroll, taxes and other deductions, to be paid within two (2) weeks from the beginning of employment. In the eventEmployee breaches this Agreement, or is terminated for Cause during the first year of employment with Company, thenEmployee shall be obligated to reimburse a pro-rated portion of this Signing Advance to Company. Employee agrees andunderstands that said reimbursement may be deducted from his final wages, to the extent allowed by law. (e) Long Term Incentive. As additional consideration for entering into this Agreement, Employee shall be eligible for a one-timelong term incentive grant (“LTI”) of 100,000 restricted shares, subject to approval by the Board of Directors or theCompensation Committee of CC Media Holdings, Inc., as applicable. (f) Employment Benefit Plans. Employee may participate in employee welfare benefit plans in which other similarly situatedemployees may participate, according to the terms of applicable policies and as stated in the Employee Guide. Employeeacknowledges receipt of the Employee Guide available on the intercompany website and will review and abide by its terms. (g) Expenses. Company will reimburse Employee for business expenses, consistent with past practices pursuant to Companypolicy. Any reimbursement that would constitute nonqualified deferred compensation shall be paid pursuant to Section 409A. (h) Compensation pursuant to this section shall in all cases be less applicable payroll taxes and other deductions. 4. NONDISCLOSURE OF CONFIDENTIAL INFORMATION (a) Company has provided and will continue to provide to Employee confidential information and trade secrets including but notlimited to Company’s operational, programming, training/employee development, engineering, and sales information, customerlists, business and employment contracts, representation agreements, pricing and ratings information, production and cost data,compensation and fee information, strategic business plans, budgets, financial statements, and other information Companytreats as confidential or proprietary (collectively the “Confidential Information”). Employee acknowledges that suchConfidential Information is proprietary and agrees not to disclose it to anyone outside Company except to the extent that (i) it isnecessary in connection with performing Employee’s duties; or (ii) Employee is required by court order to disclose theConfidential Information, provided that Employee shall promptly inform Company, shall cooperate with Company to obtain aprotective order or otherwise restrict disclosure, and shall only disclose Confidential Information to the minimum extent2 Initials: Company: ____ Employee: ____  necessary to comply with the court order. Employee agrees to never use Confidential Information in competing, directly or indirectly,with Company. When employment ends, Employee will immediately return all Confidential Information to Company.(b) The terms of this Section 4 shall survive the expiration or termination of this Agreement for any reason. 5. NON-HIRE OF COMPANY EMPLOYEES AND ON-AIR TALENT(a) To further preserve the Confidential Information, during employment and for twelve (12) months after employment ends(“Non-Hire Period”), Employee will not, directly or indirectly, (i) hire or engage any current employee or on-air talent ofCompany, including anyone employed by or providing services to Company within the 6-month period preceding Employee’slast day of employment or engagement; (ii) solicit or encourage any employee or on-air talent to terminate employment orservices with Company; or (iii) solicit or encourage any employee or on-air talent to accept employment with or provideservices to Employee or any business associated with Employee. (b) The terms of this Section 5 shall survive the expiration or termination of this Agreement for any reason. 6. NON-SOLICITATION OF CLIENTS(a) To further preserve the Confidential Information, Employee agrees that during employment and for twelve (12) months afteremployment ends (the “Non-Solicitation Period”), Employee will not solicit Company’s clients with whom Employee hadmaterial contact during the last twelve (12) months of his employment in any market in which Employee has conductedbusiness on behalf of any entity whose principal business is broadcast radio, satellite radio, streaming digital radio, or otherpure play audio services, including, but not limited to, CBS Radio, Cumulus Media, Inc., Entercom, Pandora Media, Inc.,Spotify, and Sirius XM Radio Inc., or to cease doing business with the Company. (b) The terms of this Section 6 shall survive the expiration or termination of this Agreement for any reason. 7. NON-COMPETITION AGREEMENT(a) To further preserve the Confidential Information, and except as stipulated in Section 9(d), Employee agrees that duringemployment and for twelve (12) months after employment ends (the “Non-Compete Period”), Employee will not performservices similar to the services provided by Employee for Company under this Agreement for any entity that is in the businessof distributing audio, video and/or data content, whether such distribution is in the form of analog, digital, cellular, broadband,streaming, “high definition” or otherwise, and whether such distribution is received via radio, internet, satellite, wireless orotherwise which is receivable in any counties or parishes located within a 50-mile radius of the Designated Market Area(s)(“DMA”) in which Employee has or had duties under this Agreement (the “Non-Compete Area”). Notwithstanding theforegoing, after the Employee’s employment with Company has terminated, upon receiving written permission by Employee’sDirect Managers, Employee shall be permitted to engage in such competing activities that would otherwise be prohibited by thissection based on the sole, good faith and reasonable discretion of Employee’s Direct Managers. (b) The terms of this Section 7 shall survive the expiration or termination of this Agreement for any reason. 3 Initials: Company: ____ Employee: ____  8. TERMINATION This Agreement may be terminated by mutual agreement or: (a) Death. The date of Employee’s death shall be the termination date. (b) Disability. Company may terminate this Agreement and/or Employee’s employment if Employee is unable to perform theessential functions of Employee’s full-time position for more than 180 days in any 12 month period, subject to applicable law. (c) Termination By Company. Company may terminate employment with or without Cause. “Cause” means: (i) willful misconduct, including, without limitation, violation of sexual or other harassment policy, misappropriation of ormaterial misrepresentation regarding property of Company, other than customary and de minimis use of Companyproperty for personal purposes, as determined in discretion of Company; (ii) non-performance of duties (other than by reason of disability); (iii) failure to follow lawful directives; (iv) a felony conviction, a plea of nolo contendere by Employee, or other conduct by Employee that has or would result inmaterial injury to Company’s reputation, including conviction of fraud, theft, embezzlement, or a crime involving moralturpitude; (v) a material breach of this Agreement; or (vi) a material violation of Company’s employment and management policies. If Company elects to terminate for Cause under (c)(ii), (iii), (v) or (vi), Employee shall have ten (10) days to cure after writtennotice, except where such cause, by its nature, is not curable or the termination is based upon a recurrence of an act previouslycured by Employee. (d) Termination By Employee For Good Cause. Employee may terminate Employee’s employment at any time for “GoodCause,” which is: (i) Company’s failure to comply with a material term of this Agreement after written notice by Employeespecifying the alleged failure; (ii) a substantial and unusual increase in responsibilities and authority without an offer ofadditional reasonable compensation as determined by Company in light of compensation for similarly situated employees; (iii) asubstantial and unusual reduction in responsibilities or authority; (iv) if Employee’s responsibilities and authority in a finance-related capacity have not been expanded within the first twelve (12) months of Employment; or (v) relocation outside a 50 mileradius of New York City, New York. If Employee elects to terminate Employee’s employment for “Good Cause,” Employeemust provide Company written notice within thirty (30) days, after which Company shall have thirty (30) days to cure exceptwhere such Good Cause, by its nature, is not curable. If Company has not cured and Employee elects to terminate Employee’semployment, Employee must do so within ten (10) days after the end of the cure period. 4 Initials: Company: ____ Employee: ____  9. COMPENSATION UPON TERMINATION(a) Death. Company shall, within 30 days, pay to Employee’s designee or, if no person is designated, to Employee’s estate,Employee’s accrued and unpaid Base Salary and bonus, if any, through the date of termination, and any payments requiredunder applicable employee benefit plans. (b) Disability. Company shall, within 30 days, pay all accrued and unpaid Base Salary and bonus, if any, through the terminationdate and any payments required under applicable employee benefit plans. (c) Termination By Company For Cause: Company shall, within 30 days, pay to Employee Employee’s accrued and unpaidBase Salary through the termination date and any payments required under applicable employee benefit plans. (d) Non-Renewal By Employee. If Employee gives notice of non-renewal under Section 1, Company shall determine thetermination date and will pay accrued and unpaid Base Salary through the termination date, and any payments required underapplicable employee benefit plans. If the termination date is before the end of the then current Employment Period, and ifEmployee signs a Severance Agreement and General Release of claims in a form satisfactory to Company, then: (i) Company will, in periodic payments in accordance with ordinary payroll practices and deductions, pay Employee anamount equal to Employee’s pro-rata Base Salary through the end of the then current Employment Period (“SeverancePay Period”); and (ii) The Non-Compete Period set forth in Section 7 shall be changed so that it equals whatever period of time remainsbetween the termination date and the end of the then current Employment Period. (e) Termination With Severance. (i) Termination By Company Without Cause/Termination By Employee for Good Cause – Severance: If Companyterminates employment without Cause and not by reason of death or disability, or if Employee terminates for GoodCause, Company will pay the accrued and unpaid Base Salary through the termination date and any payments requiredunder applicable employee benefit plans. In addition, if Employee signs a Severance Agreement and General Releaseof claims in a form customary and satisfactory to Company, Company will pay Employee, in periodic payments inaccordance with ordinary payroll practices and deductions, Employee’s current Base Salary for twelve (12) months plusthe Target Bonus amount for the applicable year (the “Severance Payments” or “Severance Pay Period”). (ii) Non-Renewal By Company – Severance: If employment ends because Company gives notice of non-renewal underSection 1, Company shall determine the termination date and will pay the accrued and unpaid Base Salary through thetermination date and any payments required under applicable employee benefit plans. In addition, if Employee signs aSeverance Agreement and General Release of claims in a form customary and satisfactory to Company, Company willpay Employee, in periodic payments in accordance with ordinary payroll practices and deductions, Employee’s currentBase Salary for twelve (12) months plus the Target Bonus amount for the applicable year (the “Severance Payments” or“Severance Pay Period”).5 Initials: Company: ____ Employee: ____  (iii) Pro-Rata Bonus: If Company terminates employment without Cause, if Company gives notice of non-renewal or ifEmployee terminates for Good Cause, Employee will receive a pro-rata portion of the Annual Bonus (“Pro-RataBonus”), calculated based upon performance as of the termination date as related to overall performance at the end ofthe calendar year. Employee is eligible only if a bonus would have been earned by the end of the calendar year.Calculation and payment of the bonus, if any, will be pursuant to the plan in effect during the termination year. (iv) Employment by Competitor or Re-hire by Company During Severance Pay Period: (1) If Employee competes with Company, or is hired or engaged in any capacity by any competitor of Company, inCompany’s discretion, in any market during any Severance Pay Period, Severance Payments shall cease. Theforegoing shall not affect Company’s right to enforce the Non-Compete pursuant to Section 7. For purposes ofthis sub-section, a “competitor” of Company means: (a) any entity in the business of distributing audio, videoand/or data content, whether such distribution is in the form of analog, digital, cellular, broadband, streaming,“high definition” or otherwise, and whether such distribution is received via radio, internet, satellite, wireless orotherwise; or (b) any media representation firm engaged in the sale of advertising time, regardless of whethersuch advertising is for terrestrial radio, satellite radio, “high definition” radio, internet audio streaming, cellular,podcast, wireless, television, on-line and interactive platforms or otherwise. (2) If Employee is rehired by Company during any Severance Pay Period, Severance Payments shall cease;however, if Employee’s new Base Salary is less than Employee’s previous Base Salary, Company shall payEmployee the difference between Employee’s previous and new Base Salary for the remainder of the SeverancePay Period. 10. PAYOLA, PLUGOLA AND CONFLICTS OF INTERESTEmployee acknowledges familiarity with Company policies on payola, plugola and sponsorship identification (collectively“Payola Policies”), and warrants that Employee will fully comply with such policies. Employee shall certify compliance with thePayola Policies from time to time as requested by the Company. Employee shall notify Company immediately in writing if there is anyattempt to induce Employee to violate the Payola Policies. 11. OWNERSHIP OF MATERIALSEmployee agrees that all inventions, improvements, discoveries, designs, technology, and works of authorship (including butnot limited to computer software) made, created, conceived, or reduced to practice by Employee, whether alone or in cooperation withothers, during employment, together with all patent, trademark, copyright, trade secret, and other intellectual property rights related toany of the foregoing throughout the world, are among other things works made for hire and belong exclusively to the Company, andEmployee hereby assigns all such rights to the Company. Employee agrees to execute any documents, testify in any legal proceedings,and do all things necessary or desirable to secure Company’s rights to the foregoing, including without limitation executing inventors’declarations and assignment forms. 6 Initials: Company: ____ Employee: ____  12. PARTIES BENEFITED; ASSIGNMENTS This Agreement shall be binding upon Employee, Employee’s heirs and Employee’s personal representative or representatives,and upon Company and its respective successors and assigns. Employee hereby consents to the Agreement being enforced by anysuccessor or assign of the Company without the need for further notice to or consent by Employee. Neither this Agreement nor anyrights or obligations hereunder may be assigned by Employee, other than by will or by the laws of descent and distribution. 13. GOVERNING LAW This Agreement shall be governed by the laws of the State of New York and Employee expressly consents to the personaljurisdiction of the New York state and federal courts for any lawsuit relating to this Agreement. 14. DEFINITION OF COMPANY “Company” shall include Clear Channel Media Holdings, Inc., and its past, present and future parents, divisions, operatingcompanies, subsidiaries and affiliates. 15. LITIGATION AND REGULATORY COOPERATION During and after employment, Employee shall reasonably cooperate in the defense or prosecution of claims, investigations, orother actions which relate to events or occurrences during employment. Employee’s cooperation shall include being available toprepare for discovery or trial and to act as a witness. Company will pay an hourly rate (based on Base Salary as of the last day ofemployment) for cooperation that occurs after employment, and reimburse for reasonable expenses, including travel expenses,reasonable attorneys’ fees and costs. 16. INDEMNIFICATION Company shall defend and indemnify Employee for acts committed in the course and scope of employment. Employee shallindemnify Company for claims of any type concerning Employee’s conduct outside the scope of employment, or the breach byEmployee of this Agreement. The terms of this Section 16 shall survive the expiration or termination of this Agreement for any reason. 17. DISPUTE RESOLUTION(a) Arbitration: This Agreement is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. and evidences a transactioninvolving commerce. This Agreement applies to any dispute arising out of or related to Employee's employment with Companyor termination of employment. Nothing contained in this Agreement shall be construed to prevent or excuse Employee fromusing the Company’s existing internal procedures for resolution of complaints, and this Agreement is not intended to be asubstitute for the use of such procedures. Except as it otherwise provides, this Agreement is intended to apply to the resolutionof disputes that otherwise would be resolved in a court of law, and therefore this Agreement requires all such disputes to beresolved only by an arbitrator through final and binding arbitration and not by way of court or jury trial. Such disputes includewithout limitation disputes arising out of or relating to interpretation or application of this Agreement, including theenforceability,7 Initials: Company: ____ Employee: ____  revocability or validity of the Agreement or any portion of the Agreement. The Agreement also applies, without limitation, todisputes regarding the employment relationship, trade secrets, unfair competition, compensation, breaks and rest periods,termination, or harassment and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans WithDisabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, EmployeeRetirement Income Security Act, and state statutes, if any, addressing the same or similar subject matters, and all other statestatutory and common law claims (excluding workers compensation, state disability insurance and unemployment insuranceclaims). Claims may be brought before an administrative agency but only to the extent applicable law permits access to such anagency notwithstanding the existence of an agreement to arbitrate. Such administrative claims include without limitation claimsor charges brought before the Equal Employment Opportunity Commission (www.eeoc.gov), the U.S. Department of Labor(www.dol.gov), the National Labor Relations Board (www.nlrb.gov), the Office of Federal Contract Compliance Programs(www.dol.gov/esa/ofccp). Nothing in this Agreement shall be deemed to preclude or excuse a party from bringing anadministrative claim before any agency in order to fulfill the party's obligation to exhaust administrative remedies beforemaking a claim in arbitration. Disputes that may not be subject to pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) are excluded from the coverage of thisAgreement. (b) The Arbitrator shall be selected by mutual agreement of the Company and the Employee. Unless the Employee and Companymutually agree otherwise, the Arbitrator shall be an attorney licensed to practice in the location where the arbitration proceedingwill be conducted or a retired federal or state judicial officer who presided in the jurisdiction where the arbitration will beconducted. If for any reason the parties cannot agree to an Arbitrator, either party may apply to a court of competentjurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral Arbitrator. Thecourt shall then appoint an Arbitrator, who shall act under this Agreement with the same force and effect as if the parties hadselected the Arbitrator by mutual agreement. The location of the arbitration proceeding shall be no more than 45 miles from theplace where the Employee last worked for the Company, unless each party to the arbitration agrees in writing otherwise. (c) A demand for arbitration must be in writing and delivered by hand or first class mail to the other party within the applicablestatute of limitations period. Any demand for arbitration made to the Company shall be provided to the Company's LegalDepartment, 200 East Basse Road, San Antonio, Texas 78209. The Arbitrator shall resolve all disputes regarding the timelinessor propriety of the demand for arbitration. (d) In arbitration, the parties will have the right to conduct adequate civil discovery, bring dispositive motions, and presentwitnesses and evidence as needed to present their cases and defenses, and any disputes in this regard shall be resolved by theArbitrator. However, there will be no right or authority for any dispute to be brought, heard or arbitrated as a class,collective or representative action or as a class member in any purported class, collective action or representativeproceeding (“Class Action Waiver”). Notwithstanding any other clause contained in this Agreement, the preceding sentenceshall not be severable from this Agreement in any case in which the dispute to be arbitrated is brought as a class, collective orrepresentative action. Although an Employee will not be retaliated against, disciplined or threatened with discipline as a resultof Employee’s exercising his or her rights under Section 7 of the National Labor Relations Act by the filing of or participationin a class, collective or representative action in any forum, the Company may lawfully seek enforcement of this8 Initials: Company: ____ Employee: ____  Agreement and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class, collective orrepresentative actions or claims. Notwithstanding any other clause contained in this Agreement, any claim that all or part of theClass Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competentjurisdiction and not by an arbitrator. (e) Each party will pay the fees for his, her or its own attorneys, subject to any remedies to which that party may later be entitledunder applicable law. However, in all cases where required by law, the Company will pay the Arbitrator’s and arbitration fees.If under applicable law the Company is not required to pay all of the Arbitrator’s and/or arbitration fees, such fee(s) will beapportioned between the parties by the Arbitrator in accordance with applicable law. (f) Within 30 days of the close of the arbitration hearing, any party will have the right to prepare, serve on the other party and filewith the Arbitrator a brief. The Arbitrator may award any party any remedy to which that party is entitled under applicable law,but such remedies shall be limited to those that would be available to a party in a court of law for the claims presented to anddecided by the Arbitrator. The Arbitrator will issue a decision or award in writing, stating the essential findings of fact andconclusions of law. Except as may be permitted or required by law, neither a party nor an Arbitrator may disclose theexistence, content, or results of any arbitration hereunder without the prior written consent of all parties. A court of competentjurisdiction shall have the authority to enter a judgment upon the award made pursuant to the arbitration. (g) Injunctive Relief: A party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief inconnection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may berendered ineffectual without such provisional relief. (h) This Section 17 is the full and complete agreement relating to the formal resolution of employment-related disputes. In the eventany portion of this Section 17 is deemed unenforceable and except as set forth in Section 17(d), the remainder of thisAgreement will be enforceable. (i) This Section 17 shall survive the expiration or termination of this Agreement for any reason. Employee Initials: _________ Company Initials: ________ 18. REPRESENTATIONS AND WARRANTIES OF EMPLOYEE Employee shall keep all terms of this Agreement confidential, except as may be disclosed to Employee’s spouse, accountants orattorneys. Employee represents that Employee is under no contractual or other restriction inconsistent with the execution of thisAgreement, the performance of Employee’s duties hereunder, or the rights of Company. Employee authorizes the Company to informany prospective employer of the existence and terms of this Agreement without liability for interference with Employee’s prospectiveemployment. Employee represents that Employee is under no disability that prevents Employee from performing the essential functionsof Employee’s position, with or without reasonable accommodation. 19. SECTION 409A COMPLIANCEPayments under this Agreement (the “Payments”) shall be designed and operated in such a manner that they are either exemptfrom the application of, or comply with, the requirements of Section 409A, the9 Initials: Company: ____ Employee: ____  Regulations, applicable case law and administrative guidance. All Payments shall be deemed to come from an unfunded plan.Notwithstanding any provision in this Agreement, all Payments subject to Section 409A will not be accelerated in time orschedule. Employee and Company will not be able to change the designated time or form of any Payments subject to Section 409A. Inaddition, all Severance Payments that are deferred compensation and subject to Section 409A will only be payable upon a “separationfrom service” (as that term is defined at Section 1.409A-1(h) of the Treasury Regulations) from the Company and from all othercorporations and trades or businesses, if any, that would be treated as a single “service recipient” with the Company under Section1.409A-1(h)(3). All references in this Agreement to a termination of employment and correlative terms shall be construed to require a“separation from service.”20. MISCELLANEOUS This Agreement is not effective unless fully executed by all parties, including the Executive Vice President – HumanResources. This Agreement contains the entire agreement of the parties and supersedes any prior written or oral agreements orunderstandings between the parties. No modification shall be valid unless in writing and signed by the parties. This Agreement may beexecuted in counterparts, a counterpart transmitted via electronic means, and all executed counterparts, when taken together, shallconstitute sufficient proof of the parties’ entry into this Agreement. The parties agree to execute any further or future documents whichmay be necessary to allow the full performance of this Agreement. The failure of a party to require performance of any provision ofthis Agreement shall not affect the right of such party to later enforce any provision. A waiver of the breach of any term or condition ofthis Agreement shall not be deemed a waiver of any subsequent breach of the same or any other term or condition. If any provision ofthis Agreement shall, for any reason, be held unenforceable, such unenforceability shall not affect the remaining provisions hereof,except as specifically noted in this Agreement, or the application of such provisions to other persons or circumstances, all of whichshall be enforced to the greatest extent permitted by law. Company and Employee agree that the restrictions contained in Section 4, 5,6, and 7, are reasonable in scope and duration and are necessary to protect Confidential Information. If any restrictive covenant is heldto be unenforceable because of the scope, duration or geographic area, the parties agree that the court or arbitrator may reduce thescope, duration, or geographic area, and in its reduced form, such provision shall be enforceable. Should Employee violate theprovisions of Sections 5, 6, or 7, then in addition to all other remedies available to Company, the duration of these covenants shall beextended for the period of time when Employee began such violation until Employee permanently ceases such violation. The headingsin this Agreement are inserted for convenience of reference only and shall not control the meaning of any provision hereof. [SIGNATURE PAGE FOLLOWS] Upon full execution by all parties, this Agreement shall be effective on the Effective Date in Section 1. EMPLOYEE: _/s/ Steven J. Macri______________________ Date: _September 21, 2013______ Steven J. Macri COMPANY: 10 Initials: Company: ____ Employee: ____  _/s/ William B. Feehan___________________ Date: _September 30, 2013______ William B. FeehanExecutive Vice President – Human Resources PREPARED BY: ti Rev. JFS/LW11 Initials: Company: ____ Employee: ____ Employment AgreementSteven J. MacriOctober7, 2013 EXHIBIT A i  EXHIBIT 11 – COMPUTATION OF LOSS PER SHARE (In thousands, except per share data)Year Ended December 31, 2015 2014 2013NUMERATOR: Net loss attributable to the Company – common shares$ (754,621) $ (793,761) $ (606,883) Less: Participating securities dividends - - 2,566 Net loss attributable to the Company per common share – basic and diluted$ (754,621) $ (793,761) $ (609,449) DENOMINATOR: Weighted average common shares outstanding – basic 84,278 83,941 83,364 Effect of dilutive securities: Stock options and restricted stock (1) - - - Weighted average common shares outstanding – diluted 84,278 83,941 83,364 Net loss attributable to the Company per common share: Basic$ (8.95) $ (9.46) $ (7.31) Diluted$ (8.95) $ (9.46) $ (7.31) (1)7.2 million, 6.8 million, and 6.4 million stock options were outstanding at December 31, 2015, 2014 and 2013, respectively, were not included in thecomputation of diluted earnings per share because to do so would have been anti-dilutive.  Exhibit 21: Subsidiaries of Registrant, iHeartMedia, Inc. NameState of Incorporation 1567 Media, LLCDEAMFM Broadcasting, Inc.DEAMFM Broadcasting Licenses, LLCDEAMFM Operating, Inc.DEAMFM Radio Licenses, LLCDEAMFM Texas, LLCDEAMFM Texas Broadcasting, LPDEAMFM Texas Licenses, LLCTXAustin Tower CompanyTXCapstar Radio Operating CompanyDECapstar TX, LLCTXCC Broadcast Holdings, Inc.NVCC CV LP, LLCDECC Finco, LLCDECC Finco Holdings, LLCDECC Licenses, LLCDECCHCV LP, LLCCCOI Holdco Parent I, LLCCCOI Holdco Parent II, LLCCCOI Holdco Sub I, LLCCCOI Holdco Sub II, LLCDEDEDEDEDEChristal Radio Sales, Inc.DECine Guarantors II, Inc.CACiticasters Co.OHCiticasters Licenses, Inc.TXClear Channel Adshel, Inc.DEClear Channel Airports of Georgia, Inc.GAClear Channel Airports of Texas, JVTXClear Channel Brazil Holdco, LLCDEClear Channel Broadcasting Licenses, Inc. NVClear Channel Electrical Services, LLCDEClear Channel Holdings, Inc.Clear Channel Interstate, LLCNVDEClear Channel Investments, Inc.NVBroader Media, LLCDEBroader Media Holdings, LLCDEClear Channel Metra, LLCDEClear Channel Metro, LLCDEClear Channel Mexico Holdings, Inc.NVClear Channel Outdoor, Inc.DEClear Channel Outdoor Holdings, Inc.DEClear Channel Outdoor Holdings Company CanadaDEClear Channel Peoples, LLCDEClear Channel Real Estate, LLCClear Channel Real Estate Services, LLCDETXClear Channel Spectacolor, LLCDEClear Channel Worldwide Holdings, Inc.NVClear Channel/Interstate Philadelphia, LLCDECritical Mass Media, Inc.OHEller-PW Company, LLCCAExceptional Outdoor Advertising, Inc.FLGet Outdoors Florida, LLCFLiHeartMedia + Entertainment, Inc.NViHeartMedia Capital I, LLCDEiHeartMedia Capital II, LLCDEiHeartCommunications, Inc.TXiHeartMedia Management Services, Inc.TXiHeartMedia Tower Co. Holdings, LLCDEiHM Identity, Inc.TXInterspace Airport Advertising International, LLCPAIN-TER-SPACE Services, Inc.PAKatz Communications, Inc.DEKatz Media Group, Inc.DEKatz Millennium Sales & Marketing, Inc.DEKatz Net Radio Sales, Inc.DEKeller Booth Sumners Joint VentureTXKelnic II Joint VentureTXM Street CorporationWATTWN Networks, LLCDETTWN Media Networks, LLCMDMetro Networks Communications, LPDEMetro Networks Services, Inc.DEMiami Airport Concession LLCDEMilpitas Sign Company, LLCDEOutdoor Management Services, Inc.NVPremiere Networks, Inc.DESmartRoute Systems, Inc.DESunset Billboards, LLCWATerrestrial RF Licensing, Inc.NVTLAC, Inc.DETower FM Consortium, LLCTX  NameCountry ofIncorporationAdshel (Brasil) LtdaBrazilAdshel LtdaBrazilAdshel MexicoAdshel New Zealand Ltd.Adshel Street Furniture Pty LtdMexicoNew ZealandAustraliaAircheck India Pvt. Ltd.IndiaAllied Outdoor Advertising Ltd.United KingdomArcadia Cooper PropertiesUnited KingdomBarrett Petrie Sutcliffe London Ltd.United KingdomBarrett Petrie Sutcliffe Ltd.United KingdomC.F.D. Billboards Ltd.CCH Holding BVCCO International Holdings BVCCO Ontario Holdings, Inc.China Outdoor Media Investment (HK) Co., Ltd.China Outdoor Media Investment Inc.Cine Guarantors II, Ltd.Cine Movile SA de CVCitysites Outdoor Advertising (Albert) Pty Ltd.Citysites Outdoor Advertising Pty Ltd.Citysites Outdoor Advertising (South Australia) Pty Ltd.Citysites Outdoor Advertising (West Australia) Pty Ltd.Clear Channel CAC AGCinemobile Systems International NVUnited KingdomNetherlandsNetherlandsCanadaHong KongBritish Virgin IslandsCanadaMexicoAustraliaAustraliaAustraliaAustraliaSwitzerlandCuracaoClear Channel International BVNetherlands Clear Channel International Holdings BVNetherlands Clear Channel Adshel ASNorwayClear Channel Affitalia SRLItalyClear Channel AWI AGSwitzerlandClear Channel Baltics & Russia ABSwedenClear Channel Banners Ltd.United KingdomClear Channel Belgium SprlBelgiumClear Channel Brazil Holding S/ABrazilClear Channel (Central) Ltd.Clear Channel Chile Publicidad LtdaUnited KingdomChileClear Channel CVNetherlands Clear Channel Danmark A/SDenmarkClear Channel Entertainment of Brazil LtdaBrazilClear Channel Espana SLUSpainClear Channel Espectaculos SLSpainClear Channel Estonia OUEstoniaClear Channel European Holdings SASFranceClear Channel Felice GmbHSwitzerlandClear Channel France SASFranceClear Channel GmbHSwitzerlandClear Channel Hillenaar BVNetherlands Clear Channel Holding AGSwitzerlandClear Channel Holding Italia SPAItalyClear Channel Holdings CVNetherlands Clear Channel Holdings, Ltd.United KingdomClear Channel Hong Kong Ltd.Hong KongClear Channel Infotrak AGSwitzerlandClear Channel International Ltd.United KingdomClear Channel Interpubli AGSwitzerlandClear Channel Ireland Ltd.IrelandClear Channel Italy Outdoor SRLItalyClear Channel Jolly Pubblicita SPAItalyClear Channel KNR Neth Antilles NVCuracaoClear Channel (Midlands) Ltd.United KingdomClear Channel NI Ltd.United KingdomClear Channel (Northwest) Ltd.United KingdomClear Channel Norway ASNorwayClear Channel Outdoor Company CanadaCanadaClear Channel Outdoor Hungary KFTHungaryClear Channel Outdoor Mexico SA de CVMexicoClear Channel Outdoor Mexico, Operaciones SA de CVMexicoClear Channel Outdoor Mexico, Servicios Administrativos, SE de CVMexicoClear Channel Outdoor Mexico, Servicios Corporativos, SE de CVMexicoClear Channel Outdoor Pty Ltd.AustraliaClear Channel Outdoor Spanish Holdings SLSpainClear Channel Overseas Ltd.United KingdomClear Channel Pacific Pte Ltd.SingaporeClear Channel Aida GmbHSwitzerlandClear Channel Ofex AGSwitzerlandClear Channel Plakatron AGSwitzerlandClear Channel Poland SP .Z.O.O. PolandClear Channel Sales ABSwedenClear Channel Sao Paulo Participacoes LtdaBrazilClear Channel (Scotland) Ltd.ScotlandClear Channel Schweiz AGSwitzerlandClear Channel Singapore Pte Ltd.SingaporeClear Channel Smartbike SLUSpainClear Channel South West Ltd.United KingdomClear Channel South America S.A.C.PeruClear Channel (South West) Ltd.United KingdomClear Channel Suomi OyFinlandClear Channel Sverige ABSwedenClear Channel Tanitim Ve Iletisim ASTurkeyClear Channel UK LtdUnited KingdomClear Channel UK One Ltd.United KingdomClear Channel UK Two Ltd.United KingdomClear Channel UK Three Ltd.United KingdomClear Media LimitedBermudaComurben SACR Phillips Investments Pty Ltd.MoroccoAustraliaEller Holding Company Cayman ICayman IslandsEller Holding Company Cayman IICayman IslandsEller Media Asesorias Y Comercializacion Publicitaria LtdaChileEller Media Servicios Publicitarios LtdaChileEpiclove Ltd.United KingdomEquipamientos Urbanos de Canarias SASpainEquipamientos Urbanos Del Sur SLSpainEquipamientos Urbanos - Gallega de Publicidad Disseno AIEFM Media Ltd.SpainUnited KingdomFoxmark (UK) Ltd.United KingdomGiganto Holding CaymanCayman IslandsGiganto Outdoor SAChileGrosvenor Advertising Ltd.United KingdomHainan Whitehorse Advertising Media Investment Company Ltd.ChinaIlluminated Awnings Systems Ltd.IrelandInterspace Airport Advertising Australia Pty Ltd.AustraliaInterspace Costa Rica Airport Advertising SACosta RicaInterspace Airport Advertising Curacao NVCuracaoInterspace Airport Advertising Netherlands Antilles NVNetherlands AntillesInterspace Airport Advertising West Indies Ltd.West IndiesInterspace Airport Advertising New Zealand Ltd.New ZealandInterspace Airport Advertising Grand CaymanInterspace Airport Advertising Trinidad & Tobago Ltd.Interspace Airport Advertising TCI Ltd.Cayman IslandsRepublic of Trinidad & TobagoTurks & CaicosKMS Advertising Ltd.United KingdomL & C Outdoor Ltda.BrazilMars Reklam Producksiyon ASTurkeyMaurice Stam LtdMedia Monitors Dominican RepublicMedia Monitors (M) Sdn. Bhd.United KingdomPanamaMalaysiaMing Wai Holdings Ltd.British Virgin IslandsMore O'Ferrall Ireland Ltd.IrelandMultimark Ltd.United KingdomNitelites (Ireland) Ltd.Nobro SCIrelandMexicoNWP Street LimitedUnited KingdomOutstanding Media I Stockholm ABSwedenPaneles Napsa. S.A.PeruParkin Advertising Ltd.Perth Sign CompanyPhillips Finance Pty Ltd.Phillips Neon Pty Ltd.United KingdomAustraliaAustraliaAustraliaPostermobile Advertising Ltd.United KingdomPostermobile Ltd.United KingdomPremium Holdings Ltd.United KingdomPremium Outdoor Ltd.United KingdomPublicidade Klimes Sao Paulo LtdaBrazilRacklight SA de CVMexicoRadio Computing Services (Africa) Pty Ltd.South AfricaRadio Computing Services (NZ) Ltd.New ZealandRadio Computing Services (SEA) Pte Ltd.SingaporeRadio Computing Services (Thailand) Ltd.ThailandRadio Computing Services (UK) Ltd.United KingdomRadio Computing Services Canada Ltd.CanadaRCS Radio Computing China, Inc.ChinaRadio Computing Services of Australia Pty Ltd.AustraliaRadio Computing Services (India) Pvt. Ltd.IndiaRCS Europe SARLFranceRegentfile Ltd.Rockbox Ltd.United KingdomUnited KingdomService2CitiesShelter Advertising Pty Ltd.BelgiumAustraliaSIA Clear Channel LatviaLatviaSignways Ltd.United KingdomSites International Ltd.Storm Outdoor Ltd.Street Furniture (NSW) Pty Ltd.United KingdomUnited KingdomAustraliaTeam Relay Ltd.United KingdomThe Canton Property Investment Co. Ltd.United KingdomThe Kildoon Property Co. Ltd.United KingdomTorpix Ltd.United KingdomTown & City Posters Advertising. Ltd.United KingdomTracemotion Ltd.United KingdomTrainer Advertising Ltd.UAB Clear Channel Lietuva Urban Design Furniture Pty LtdUnited KingdomLithuaniaAustraliaVision Media Group UK LimitedUnited KingdomVision Posters Ltd.United Kingdom   Exhibit 23: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - ERNST & YOUNG LLP We consent to the incorporation by reference in the following Registration Statements: 1. Registration Statement (Form S-8) pertaining to the Clear Channel 2008 Executive Incentive Plan; Amended and Restated Clear ChannelCommunications, Inc. 2001 Stock Incentive Plan (No. 333-152647); and 2. Registration Statement (Form S-8) pertaining to the Clear Channel Nonqualified Deferred Compensation Plan (No. 333-152648) 3. Registration Statement (Form S-8) pertaining to the iHeartMedia, Inc. Executive Long-Term Incentive Plan (No. 333-205205) of our reports dated February 25, 2016, with respect to the consolidated financial statements and schedule of iHeartMedia, Inc., and the effectiveness ofinternal control over financial reporting of iHeartMedia, Inc., included in this Annual Report (Form 10-K) for the year ended December 31, 2015. /s/ Ernst & Young LLPSan Antonio, TexasFebruary 25, 2016  EXHIBIT 31.1 - CERTIFICATION PURSUANT TO RULES 13A-14(A) AND 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934, ASADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Robert W. Pittman, certify that:1. I have reviewed this Annual Report on Form 10-K of iHeartMedia, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date: February 25, 2016 /s/ Robert W. PittmanRobert W. PittmanChairman and Chief Executive Officer  EXHIBIT 31.2 - CERTIFICATION PURSUANT TO RULES 13A-14(A) AND 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934, ASADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Richard J. Bressler, certify that:1. I have reviewed this Annual Report on Form 10-K of iHeartMedia, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date: February 25, 2016 /s/ Richard J. BresslerRichard J. BresslerPresident and Chief Financial Officer  EXHIBIT 32.1 – CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002 This certification is provided pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and accompaniesthe Annual Report on Form 10-K for the year ended December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Form10-K”) of iHeartMedia, Inc. (the “Company”). The undersigned hereby certifies that to his knowledge, the Form 10-K fully complies with the requirements ofSection 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Form 10-K fairly presents, in all materialrespects, the financial condition and results of operations of the Company.Dated: February 25, 2016 By: /s/ Robert W. PittmanName: Robert W. PittmanTitle: Chairman and Chief Executive Officer  EXHIBIT 32.2 – CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002 This certification is provided pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and accompaniesthe Annual Report on Form 10-K for the year ended December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Form10-K”) of iHeartMedia, Inc. (the “Company”). The undersigned hereby certifies that to his knowledge, the Form 10-K fully complies with the requirements ofSection 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Form 10-K fairly presents, in all materialrespects, the financial condition and results of operations of the Company.Dated: February 25, 2016 By: /s/ Richard J. BresslerName: Richard J. BresslerTitle: President and Chief Financial Officer 

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