iHeartMedia
Annual Report 2016

Plain-text annual report

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 10-K[X]Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the fiscal year ended December 31, 2016, or[ ]Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the transition period from ________ to _________.Commission File Number 000-53354IHEARTMEDIA, 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: Class A common stock, $0.001 par valueIndicate 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, 2016, the aggregate market value of the common stock beneficially held by non-affiliates of the registrant was approximately $15.5 million based on the closingsales price of the Class A common stock as reported on the Over-the-Counter Pink Sheets. On February 20, 2017, there were 31,192,123 outstanding shares of Class A common stock (including 111,291 shares owned by a subsidiary and excluding 391,008 shares heldin treasury), 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 2017 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-K PageNumberPART I Item 1.Business1Item 1A.Risk Factors17Item 1B.Unresolved Staff Comments28Item 2.Properties28Item 3.Legal Proceedings28Item 4.Mine Safety Disclosures29PART II Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities32Item 6.Selected Financial Data34Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations36Item 7A.Quantitative and Qualitative Disclosures About Market Risk79Item 8.Financial Statements and Supplementary Data80Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure123Item 9A.Controls and Procedures123Item 9B.Other Information125PART III Item 10.Directors, Executive Officers and Corporate Governance126Item 11.Executive Compensation126Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters126Item 13.Certain Relationships and Related Transactions, and Director Independence126Item 14.Principal Accounting Fees and Services126PART IV Item 15.Exhibits and Financial Statements Schedules127Item 16.Form 10-K Summary138PART IITEM 1. BUSINESSThe CompanyWe 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 broadcast and digital delivery and also includes our national syndication business. Our Americas outdoor and International outdoor segmentsprovide outdoor advertising services in their respective geographic regions using various digital and traditional display types. Our Americas outdoorsegment consists of operations primarily in the United States, Canada and Latin America. Our International outdoor segment consists of operations primarilyin Europe and Asia. Our “Other” category includes our full-service media representation business, Katz Media Group (“Katz Media”), as well as other generalsupport services and initiatives that are ancillary to our other businesses. For the year ended December 31, 2016, the iHM segment represented 54% of totalrevenues. For the year ended December 31, 2016, Americas outdoor represented 20% and International outdoor represented 23% of total revenues.We specialize in broadcast radio, digital, out-of-home, mobile, live events and on-demand information services for national audiences and localcommunities while providing premium opportunities for advertisers. Through our strong capabilities and unique collection of assets, we have the ability todeliver compelling content as well as innovative, effective marketing campaigns for advertisers and marketing, creative and strategic partners in the UnitedStates and internationally. We focus on leveraging our national reach and on building the leadership position of our diverse global assets and maximizing our financialperformance while serving our local communities. We continue to invest strategically in our digital platforms, including the development of continuedenhancements to iHeartRadio, our integrated digital radio platform, and the ongoing deployment of digital outdoor displays. In addition, we haveimplemented automated/programmatic sales infrastructure and capability in each of our business segments. We intend to continue to execute our strategieswhile closely managing expenses and focusing on achieving operating efficiencies across our businesses.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 radio, digital online and mobile platforms 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, 2016, we owned 855 domestic radio stations servicing over 160 U.S. markets, including 45 of the top 50 markets and 84 of thetop 100 markets. We are also the beneficiary of Aloha Station Trust, LLC, which owns and operates 14 radio stations, all of which we were required to divestin order to comply with Federal Communication Commission (“FCC”) media ownership rules, and which are being marketed for sale.1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 5,900 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 curate, promote, produce and televise nationally-recognized iHeartRadio-branded live music events for our listeners and advertisingpartners, including the iHeartRadio Music Festival, the iHeartRadio Music Awards, the iHeartRadio Ultimate Pool Party, the iHeartRadio Jingle Ball Tour,the iHeartCountry Festival and the iHeartRadio Fiesta Latina.StrategyOur iHM strategy centers on delivering entertaining and informative content across multiple platforms, including radio broadcasting, online,mobile, digital and social media, podcasts, personalities and influencers, live events, syndication, music research services and independent mediarepresentation. 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 improving the operations of our stations by providing valuable programming and promotions, as well as sharing best practicesacross our stations in marketing, distribution, sales and cost management.Promote Broadcast Radio Media Spending. Given the extensive 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 and to enable our clients to better understand how our assets can successfully reach theirtarget audiences 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 both our freeiHeartRadio digital radio service and our newly-launched on demand subscription services - iHeartRadio Plus and iHeartRadio All Access - across bothexisting and emerging devices and platforms. We are also working closely with advertisers, marketers and agencies to meet their needs through new products,events and services developed through optimization of our current portfolio of assets, as well as to develop tools to determine how effective broadcast radiois in reaching their desired audiences. Through its programmatic initiative, iHeartMedia has centralized all the inventory across all of its stations nationwideand can access them immediately and tie it directly to key data of advertising partners.Promote Local and National Advertising. We intend to grow our iHM businesses by continuing to develop effective highly-rated programming,creating new solutions for our advertisers and agencies, fostering key relationships with advertisers and improving our local and national sales teams. Weintend to leverage our diverse collection of assets, our programming and creative strengths, and our consumer relationships to create live music events, suchas one-of-a-kind local and national promotions that benefit our listeners and advertisers, and develop new, innovative programmatic and data-focusedtechnologies and products to promote advertising. We seek to maximize revenue by closely managing our advertising opportunities and pricing to competeeffectively in local markets. We operate price and yield information systems, which provide detailed inventory information. These systems enable our stationmanagers and sales directors to adjust commercial inventory and pricing based on local market demand, as well as to manage and monitor differentcommercial durations (60 second, 30 second, 15 second and five second) in order to provide more effective advertising for our customers at what we believeare 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 109 syndicated radio programs and services for more than 5,900 radio station affiliates acrossthe United States, including popular programs featuring top talent such as Ryan Seacrest, Big Boy, Rush Limbaugh, Sean Hannity, Glenn Beck, SteveHarvey, Elvis Duran, Bobby Bones, Breakfast Club and Delilah. Our distribution capabilities allow us to attract top talent and more effectively utilizeprogramming, sharing our best and most compelling content across both iHM's and other companies' radio 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 Ultimate Pool Party, the iHeartRadio Jingle Ball Tour, the iHeartCountryFestival and the iHeartRadio Fiesta Latina, 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 radio, digital, HD radio channels, satellite radio, digitally viaiHeartRadio.com and our stations' websites, through our two new iHeartRadio on2demand subscription services - iHeartRadio Plus and iHeartRadio All Access and through our free iHeartRadio mobile application on smartphones andtablets, on gaming consoles, via in-home entertainment, in enhanced automotive platforms, as well as in-vehicle entertainment 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 as well as websites for our stations and personalities. These mobile and Internet applications allow listeners to use theirsmart phones, tablets or other digital devices to interact directly with stations, find titles/artists, request songs and create custom andpersonalized stations while providing an additional method for advertisers to reach consumers. As of December 31, 2016, our iHeartRadiomobile application has been downloaded more than 1.3 billion times (including updates). iHeartRadio provides a unique digital musicexperience by offering access to more than 2,200 broadcast and digital-only radio stations, plus user-created custom stations with broad socialmedia integration and our on demand content from our premium talk partnerships and user generated talk shows.•On Demand. In January 2017 we announced the official release of our two new on demand subscription services, iHeartRadio Plus andiHeartRadio All Access - the first fully-differentiated streaming music services that use on demand functionality to make radio truly interactive.Both services provide the best of live radio combined with easy-to-use on demand functionality. iHeartRadio Plus transforms live and customradio listening with the addition of replay and unlimited skip functionality, the ability to save songs directly to user playlists and search forsongs from a library of millions of tracks; iHeartRadio All Access combines the interactive functionality of iHeartRadio Plus with a completemusic collection and library linked seamlessly to the radio listening experience, with functionality including the ability to listen offline; buildsubscribers' personal music libraries; no playback cap; and the ability to delete and sequence their playlist experience as well as manageunlimited playlists.Sources of RevenueOur iHM segment generated 54%, 53%, and 50% of our revenue for the years ended December 31, 2016, 2015 and 2014, 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. We utilize national sales teams togenerate national advertising sales. National sales representatives obtain advertising principally from advertising agencies located outside the station’smarket 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.3Radio StationsAs of December 31, 2016, we owned 855 radio stations, including 240 AM and 615 FM radio stations. All of our radio stations are located in theUnited States. No one station is material to our overall operations. We believe that our properties are in good 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.Nielsen NumberMarket ofRank(1) Market Stations1 New York, NY 62 Los Angeles, CA 83 Chicago, IL 64 San Francisco, CA 55 Dallas-Ft. Worth, TX 66 Houston-Galveston, TX 67 Washington, DC 58 Atlanta, GA 79 Philadelphia, PA 610 Boston, MA 411 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 820 Nassau-Suffolk, NY 121 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 142(2)(1)Source: Fall 2016 NielsenAudio Radio Market Rankings.(2)Our station in the Nassau-Suffolk, NY market is also represented in the New York, NY Nielsen market. Thus, the actual number of stations in thetop 25 markets is 142.Premiere NetworksWe operate Premiere, a national radio network that produces, distributes or represents 109 syndicated radio programs and services for more than5,900 radio station affiliates. Our broad distribution capabilities enable us to attract and retain top programming talent. Some of our more popular syndicatedprograms feature top talent including Ryan Seacrest, Big Boy, Rush Limbaugh, Sean Hannity, Glenn Beck, Steve Harvey, Elvis Duran, Bobby Bones,Breakfast Club and Delilah. We believe recruiting and retaining top talent is an important component of the success of our radio networks.4Total Traffic & Weather NetworkTotal Traffic & Weather Network delivers real-time local traffic flow and incident information along with weather updates to more than 1,900 radiostations and approximately 75 television affiliates, as well as through Internet and mobile partnerships, reaching over 210 million consumers each month.Total Traffic & Weather Network services more than 200 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.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, 2016, 2015 and 2014. As of December 31, 2016, we own or operate approximately 99,000 display structures in our Americas outdoor segmentwith operations in 43 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 $592.3 million incash and certain advertising assets in Florida. During the first quarter of 2016, Americas outdoor also entered into an agreement to sell its Indianapolis,Indiana market in exchange for certain assets in Atlanta, Georgia, plus approximately $41.2 million in cash. The transaction closed in January 2017.Our Americas outdoor assets consist of printed and digital billboards, street furniture and transit displays, airport displays and wallscapes and otherspectaculars, which we own or operate under lease management agreements. Our Americas outdoor advertising business is focused on metropolitan areas withdense populations.StrategyWe seek to capitalize on our Americas outdoor network and diversified product mix to maximize revenue. Our outdoor strategy focuses on pursuingthe technology of digital displays, as well as leveraging our diversified product mix and long-standing presence in many of our existing markets, whichprovides 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. We have made and continue to make significant investments in research tools that enableour clients to better understand how our displays can successfully reach their target audiences and promote their advertising campaigns. Also, we are workingclosely with clients, advertising agencies and other diversified media companies to develop more sophisticated systems that will provide improved audiencemetrics for outdoor advertising, including our new programmatic effort to sell digital billboard advertisements using automated advertisement salestechnology to introduce ease and efficiency to the out-of-home ad sales process and enable better targeting of digital billboard 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 and rapidly change advertising copy on a large number of displays, allowing us to sell more advertising opportunities to advertisers. Theability to change copy by time of day and quickly change messaging based on advertisers’ needs creates additional flexibility for our customers. Although5digital displays require more capital to construct compared to printed bulletins, the advantages of digital allow us to penetrate new accounts and categoriesof advertisers, 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, 2016, we had deployed more than 1,100 digital billboards in 28 markets in the United States.Sources of RevenueAmericas outdoor generated 20%, 22% and 21% of our revenue in 2016, 2015 and 2014, respectively. Americas outdoor revenue is derived fromthe sale of advertising copy placed on our printed and digital displays. Our display inventory consists primarily of billboards, street furniture displays andtransit 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: Year Ended December 31, 2016 2015 2014Billboards: Bulletins59% 58% 58%Posters10% 12% 12%Street furniture displays7% 6% 7%Transit displays16% 15% 16%Spectaculars/wallscapes4% 5% 3%Other4% 4% 4%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 printed bulletins is computer printed onvinyl and transported to the bulletin where it is secured to the display surface. Bulletins generally are located along major expressways, primarycommuting routes and main intersections that are highly visible and heavily trafficked. Our clients may contract for individual bulletins or anetwork of bulletins, meaning the clients’ advertisements are rotated among bulletins to increase the reach of the campaign. Our client contractsfor bulletins, either printed or digital, generally have terms ranging from four weeks to one year.•Posters. Printed posters are approximately 11 feet high by 23 feet wide, and the printed junior posters are approximately 5 feet high by 11 feetwide. Digital posters are available in addition to the traditional poster-size and junior poster-size. Similar to digital bulletins, digital postersdisplay 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 printed posters is digitally printedon a single6piece of polyethylene material that is then transported and secured to the poster surfaces. Advertising copy for printed junior posters is printedusing silk screen, lithographic or digital process to transfer the designs onto paper that is then transported and secured to the poster surfaces. Posters generally are located in commercial areas on primary and secondary routes near point-of-purchase locations, facilitating advertisingcampaigns with greater demographic targeting than those displayed on bulletins. Our poster rates typically are less than our bulletin rates, andour client contracts for posters generally have terms ranging from four weeks to one year. Premiere displays, which consist of premiere panelsand squares, are innovative hybrids between bulletins and posters that we developed to provide our clients with an alternative for their targetedmarketing campaigns. The premiere displays use one or more poster panels, but with vinyl advertising stretched over the panels similar tobulletins. Our intent is to combine the creative impact of bulletins with the additional reach and frequency of posters.Street Furniture DisplaysOur street furniture displays include advertising surfaces on bus shelters, information kiosks, freestanding units and other public structures, and areavailable in both printed and digital formats, primarily located in major metropolitan areas and along major commuting routes. Generally, we are responsiblefor the construction and maintenance of street furniture structures. Contracts for the right to place our street furniture displays in the public domain and selladvertising space on them are awarded by municipal and transit authorities in competitive bidding processes governed by local law. Generally, thesecontracts have terms ranging from 10 to 20 years. As compensation for the right to sell advertising space on our street furniture structures, we pay themunicipality or transit authority a fee or revenue share that is either a fixed amount or a percentage of the revenue derived from the street furniture displays. Typically, these revenue sharing arrangements include payments by us of minimum guaranteed amounts. Client contracts for street furniture displaystypically 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 printed and digital formats. Similar to street furniture,contracts for the right to place our displays on such vehicles or within such transit systems and to sell advertising space on them generally are awarded bypublic transit authorities in competitive bidding processes or are negotiated with private transit operators. Generally, these contracts have terms ranging fromfive 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, 2016, we owned or operated approximately 99,000 display structures in our Americas outdoor advertising segment withoperations in 43 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.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 typically7develop new designs or adopt copy from other media for use on our inventory. Our creative staff also can assist in the development of marketingpresentations, demonstrations and strategies to attract new clients.Construction and OperationWe typically own the physical structures on which our clients’ advertising copy is displayed. We manage the construction of our structurescentrally and erect them on sites we either lease or own or for which we have acquired permanent easements. The site lease terms generally range from one to20 years. In addition to the site lease, we must obtain a permit to build the sign. Permits are typically issued in perpetuity by the state or local governmentand typically are transferable or renewable for a minimal, or no, fee. Printed bulletin and poster advertising copy is either printed with computer generatedgraphics 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 2016, the top five client categories in our Americas outdoor segment were business services, automotive, technology, beverage and travel.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, mobile, social media, online and other forms of advertisement. Outdoor advertising companies compete primarily based onability to reach consumers, which is driven by location of the display.International Outdoor AdvertisingOur International outdoor business segment includes our operations in Europe and Asia, with approximately 34%, 34% and 35% of our revenue inthis segment derived from France and the United Kingdom for the years ended December 31, 2016, 2015 and 2014. As of December 31, 2016, we owned oroperated more than 490,000 displays across 19 countries.During the second quarter of 2016, International outdoor sold its business in Turkey for cash proceeds of $0.5 million.During the fourth quarter of 2016, International outdoor sold its business in Australia for cash proceeds of $195.7 million, net of cash retained by thepurchaser and closing costs.Our International outdoor assets consist of street furniture and transit displays, billboards, mall displays, SmartBike programs and other spectaculars,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. For over five years, we have spent time and resources building commercial capabilities through a companywide sales force effectiveness program and an upgrade in our sales and marketing talent. These capabilities allow us to build and nurture relationships withour clients and their agencies as well as to offer packages and products that meet our clients’ advertising needs. Going forward, particular areas of focusinclude pricing, packaging and programmatic selling. Our new proprietary programmatic platform enables marketers to buy digital out of home inventory inaudience-based packages, giving them the unique ability to manage their campaigns on a self-service basis.8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 anumber of our markets. We seek to achieve greater consumer engagement and flexibility by delivering powerful, flexible and interactive campaigns that openup new possibilities for advertisers to engage with their target audiences. We had more than 9,600 digital displays in 15 countries across Europe and Asia asof December 31, 2016.Sources of RevenueOur International outdoor segment generated 23%, 23% and 26% of our revenue in 2016, 2015 and 2014, 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, 2016 2015 2014Street furniture displays52% 52% 50%Billboards17% 19% 20%Transit displays10% 9% 10%Other (1)21% 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 printed 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 up to 15 years. The major difference between our International and Americas street furniture businesses is in the nature of the municipalcontracts. In our International outdoor business, these contracts typically require us to provide the municipality with a broader range of metropolitanamenities such as bus shelters with or without advertising panels, information kiosks and public wastebaskets, as well as space for the municipality to displaymaps or other public information. In exchange for providing such metropolitan amenities and display space, we are authorized to sell advertising space oncertain sections of the structures we erect in the public domain. Our International9street furniture is typically sold to clients as network packages of multiple street furniture displays, with contract terms ranging from one to two weeks. Clientcontracts 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 printed 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 displaysare linked through centralized computer systems to instantaneously and simultaneously change advertising copy as needed. Because of theirgreater size, impact, high frequency and 24-hour advertising changes, digital premium billboards typically deliver our highest rates. Almost allof the advertising copy displayed on printed premium billboards is digitally-printed and transported to the billboard where it is secured to thedisplay surface. Premium billboards generally are located along major expressways, primary commuting routes and main intersections that arehighly visible and heavily trafficked. Our clients may contract for individual billboards or a network of billboards.•Classic. Digital and printed 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 throughcentralized computer systems to instantaneously and simultaneously change messages throughout the course of a day. Advertising copy forprinted classic billboards is digitally printed then transported and secured to the poster surfaces. Classic billboards generally are located incommercial areas on primary and secondary routes near point-of-purchase locations, facilitating advertising campaigns with greaterdemographic targeting than those displayed on premium billboards. Classic billboards typically deliver lower rates than our premiumbillboards. Our intent is to combine the creative impact 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 printed or digital, generally have termsranging 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 printed 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 printed 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 other small displays and non-advertising revenue from sales of street furniture equipment, cleaning and maintenance services and10production and creative services revenue. Our International inventory includes other small displays that are counted as separate displays since they form asubstantial part of our network and International outdoor advertising revenue. We also have a SmartBike bicycle rental program which provides bicycles forrent to the general public in several municipalities. In exchange for operating these bike rental programs, we generally derive revenue from advertising rightsto the bikes, bike stations, additional street furniture displays, and/or a share of rental income from the local municipalities. In several of our Internationalmarkets, we sell equipment or provide cleaning and maintenance services as part of street furniture contracts with municipalities.Advertising Inventory and MarketsAs of December 31, 2016, we owned or operated more than 490,000 displays in our International outdoor segment, with operations across 19countries. 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.ProductionThe majority of our International clients are advertisers targeting national or regional audiences whose business generally is placed with us throughmedia or advertising agencies. These agencies often provide to our International clients creative services to design and produce the advertising copy, whichis delivered to us either in digital format or in the traditional format of physical printed advertisements. For digital advertising campaigns, the digitaladvertisement is received by our content management system and is then distributed to our digital displays. For traditional advertising campaigns, theprinted advertisement - whether in paper or vinyl - is shipped to centralized warehouses operated by us. The copy is then sorted and delivered to sites where itis installed on our displays.Construction and OperationThe International manufacturing process largely consists of two elements: the manufacture and installation of advertising structures and the weeklypreparation of advertising posters for distribution throughout our networks. We outsource the manufacturing of advertising structures to third parties andregularly seek competitive bids. We use a wide range of suppliers located in many of our markets, although much of our inventory is manufactured in Chinaand Turkey. The design of street furniture structures (such as bus shelters, bicycle racks and kiosks) is typically done in conjunction with a third party designor architectural firm and followed by a competitive bidding process to select a manufacturer. Our street furniture sites are posted by our own employees orsubcontractors who also clean and maintain the sites. The decision to use our own employees or subcontractors is made on a market-by-market basis takinginto consideration the mix of products in the market and local labor costs.Client CategoriesIn 2016, the top five client categories in our International segment, based on International revenue derived from these categories, were retail,entertainment, telecommunications, food and food products, and automotive, accessories and equipment.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 up to 15 years and have revenue share,capital expenditure requirements and/or fixed payment components. Competitive bidding processes are complex and sometimes lengthy. Substantial costsmay be incurred in connection with preparing bids for such processes. Our competitors, individually or through relationships with third parties, may be ableto 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 the futurewill 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 to replace anyrevenues lost upon expiration or completion of a contract. Our inability to renew existing contracts can also result in significant expenses from the removal ofour displays. Furthermore, if and when we do obtain a contract, we are generally required to incur significant start-up expenses. The costs of bidding oncontracts and the start-up costs associated with new contracts we may obtain may significantly reduce our cash flow and liquidity. The success of ourbusiness also depends generally on our ability to obtain and renew contracts with private landlords.11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. As of December 31, 2016, Katz Media represented more than 3,000 radio stations. Katz Media also represents more than800 television and digital multicast stations throughout the United States.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, 2016, we had approximately 14,300 domestic employees and approximately 4,400 international employees, of whichapproximately 17,200 were in direct operations and 1,500 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 BusinessGeneralThe 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.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.12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 stockholders 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. In August 2016, the FCC concluded its 2010 and 2014 quadrennial reviews with adecision retaining the local radio ownership rules, the radio-television cross-ownership rule and the prohibition on newspaper-broadcast ownership withoutsignificant change. That decision is subject to pending petitions for reconsideration and court appeals. We cannot predict the outcome of the FCC’s mediaownership proceedings or their effects 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.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.13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 September 2016, the FCC adopted rules to simplifyand streamline the process for requesting authority to exceed the 25% indirect foreign ownership limit and reformed the methodology that publicly-tradedbroadcasters may use to assess their compliance with the foreign ownership restrictions. 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 was enacted that eliminates certain minimum distance separation requirements between full-power and low-power FM radio stations. 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 stations thatserve wide areas.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 and is seeking to negotiate individual licensing agreements with radio stations for songsin its repertoire. GMR and the Radio Music License Committee, Inc. ("RMLC"), which negotiates music licensing fees with PROs on behalf of many U.S.radio stations, have instituted antitrust litigation against one another. Additionally, the U.S. Department of Justice ("DOJ") and a federal court have recentlydisagreed on the issue of whether the DOJ's consent decrees with major PROs require full-work licensing. The withdrawal of a significant number of musicalcomposition copyright owners from the three established PROs, and/or the emergence of one or more additional PROs, the outcome of the GMR/RMLClitigation; and the outcome of the full-work licensing issue could impact, and in some circumstances 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 individual14copyright owner as long as we operate in compliance with the rules of those statutory licenses and pay the applicable royalty rates to SoundExchange, theorganization designated by the Copyright Royalty Board (“CRB”) to collect and distribute royalties under these statutory licenses. Sound recordings fixedon or after February 15, 1972 are protected by federal copyright law. Sound recording copyright owners have asserted that state law provides copyrightprotection for the recordings fixed before that date (“pre-72 recordings”). Sound recording copyright owners have sued radio broadcasters and digital audiotransmission services (including us) for unauthorized public performances and reproductions of pre-72 recordings under various state laws, and courts in twostates have issued decisions favorable to the copyright owners. If one or more of these decisions is upheld on appeal and held to apply to radio broadcastingor Internet simulcasting, it could impede our ability to broadcast or stream pre-72 recordings and/or increase 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 a final 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 been appealed. Increased royalty rates couldsignificantly increase our expenses, which could adversely affect our business. Additionally, there are conditions applicable to the webcasting statutorylicense. Some, but not all, record companies have agreed to waive or provide limited relief from certain of these conditions under certain circumstances. Some of these 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, social media pages, and mobile application (“Platforms”), in accordance with the privacy policies and terms of use posted on theapplicable 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 security breach that compromises certain categories of their personally identifiable information. Any failure on our part to complywith these laws may subject us to significant liabilities.We have implemented commercially reasonable physical and electronic security measures that are designed to protect against the loss, misuse, andalteration of our listeners’ personally identifiable information and to protect our proprietary business information. Despite our best efforts, no securitymeasures are perfect or impenetrable. Any failure or perceived failure by us to protect our information or information about our listeners or to comply withour policies or applicable regulatory requirements could result in damage to our business and loss of confidence in us, damage to our brands, the loss oflisteners, consumers, business partners and advertisers, as well as proceedings against us by governmental authorities or others, which could harm ourbusiness.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 15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, restrictive 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 technology16by their terms could be revised to impose greater restrictions. These regulations, or actions by third parties, may impose greater restrictions on digitalbillboards 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, 2016, we had $845.0 million of cash on our balance sheet. As of December 31, 2016, we had a borrowing base of $480.4 million underiHeartCommunications' receivables based credit facility, had $330.0 million of outstanding borrowings and $36.8 million of outstanding letters of credit,resulting in $113.6 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. Due to the seasonal variations in our business, we made arepayment of $25.0 million on January 31, 2017, and we expect our borrowing base and excess availability to decrease in the first quarter of 2017. As a result,we may be required to repay a portion of our outstanding borrowings under this facility during the first quarter of 2017.During the second quarter of 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40):Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. This update provides U.S. GAAP guidance on management’sresponsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnotedisclosures. We adopted this standard for the year ended December 31, 2016. Under this standard, we are required to evaluate whether there is substantialdoubt about its ability to continue as a going concern each reporting period, including interim periods. In evaluating our ability to continue as a goingconcern, management considered the conditions and events that could raise substantial doubt about our ability to continue as a going concern within 12months after our financial statements were issued (February 23, 2017). Management considered our current financial condition and liquidity sources,including current funds available, forecasted future cash flows and our conditional and unconditional obligations due before February 23, 2018. Ourforecasted future cash flows indicates that such cash flows would not be sufficient for us to meet our obligations, including payment of the outstandingbalance on our receivables based credit facility, which has a maturity of December 24, 2017, as they become due in the ordinary course of business for 12months following February 23, 2017. We plan to refinance or extend the receivables based credit facility to a date at least 12 months after February 23, 2017with terms similar to the facility's current terms. We believe the refinancing or extension of the maturity of the receivables based credit facility is probable ofbeing executed as we have successfully extended the maturity date of this receivables based credit facility in the past and the facility has a first-priority lienon the accounts receivable of iHeartCommunications and certain of its subsidiaries. Our plan to refinance or extend the due date of the receivables basedcredit facility, combined with current funds and expected future cash flows, are considered to be sufficient to enable the Company to meet its obligations asthey become due in the ordinary course of business for a period of 12 months following the date these financial statements are issued. While we currentlyplan to refinance or extend the maturity of the receivables based credit facility and have begun discussing such refinancing or extension with our receivablesbased credit facility lenders, there is no assurance that the receivables based credit facility will be refinanced or extended in a timely manner, in amounts thatare sufficient to meet the Company's obligations as they become due, or on terms acceptable to us, or at all. See “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations — Liquidity and Capital Resources — Anticipated Cash Requirements.” Our ability to meet our obligationsas they become due in the ordinary course of business for the next 12 months will depend on our ability to achieve forecasted results and our ability torefinance or extend the maturity of our receivables based credit facility. In 2016, we drew a net aggregate of $100.0 million under our receivables based creditfacility to fund working capital needs, capital expenditures and interest payment obligations, and,17since the beginning of 2016, we completed several transactions as described under “Management’s Discussion and Analysis of Financial Condition andResults of Operations-Liquidity and Capital Resources-Anticipated Cash Requirements.” These transactions improved our liquidity position in the shortterm, but our annual cash interest payment obligations increased as a result. We anticipate paying cash interest of approximately $1.7 billion during 2017. Ifwe are unable to continue to obtain sources of refinancing or generate sufficient cash through our operations and liquidity-generating transactions, or if weare unable to refinance or extend the maturity of our receivables based credit facility, we could face substantial liquidity problems, which could have amaterial adverse effect on our financial condition and on our ability to meet iHeartCommunications' obligations.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 streaming 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 broadcast 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 talent and program hosts to protect our interests inthose relationships, we can give no assurance that all or any of these persons will remain with us or will retain their audiences. Competition for theseindividuals is intense and many of these individuals are under no legal obligation to remain with us. Our competitors may choose to extend offers to any ofthese individuals on terms which we may be unwilling to meet. Furthermore, the popularity and audience loyalty of our key on-air talent and program hosts ishighly sensitive to rapidly changing public tastes. A loss of such popularity or audience loyalty is beyond our control and could18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 in increasedexpenses.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 our being 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; and•unfavorable changes in labor conditions, which may impair our ability to operate or require us to spend more to retain and attract keyemployees.In addition, on June 23, 2016, the United Kingdom (the "U.K.") held a referendum in which voters approved an exit of the U.K. from the EuropeanUnion (the "E.U."), commonly referred to as "Brexit". International outdoor is currently headquartered in the U.K. and transacts business in many keyEuropean markets. As a result of the referendum, it is expected that the British government will begin negotiating the terms of the U.K.'s withdrawal from theE.U. It is unclear how these negotiations will impact the economies of the U.K., the E.U. and other countries. This uncertainty may cause our customers toclosely monitor their costs and reduce the amount they spend on advertising. In addition, the announcement of Brexit caused the British pound's currencyrate to weaken against the U.S. dollar. Any of these or similar effects of Brexit could adversely impact our business, operating results, cash flows and financialcondition.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 up 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.19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;•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 such challengecould result in the resubmission of bids on modified specifications, or in the termination, reduction or modification of the awarded contract.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 dispositions, acquisitions 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 dispositions of certain businesses as well as acquisitions. These dispositions or acquisitions could be material. Our strategy involves numerous risks,including:•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, including ourand Clear Channel Outdoor Holdings, Inc.'s ("CCOH") debt service requirements;•our acquisitions may prove unprofitable and fail to generate anticipated cash flows:•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 so maycause 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.Dispositions and acquisitions 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 disposing of or acquiring 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 dispose of or acquire 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 was enacted that eliminates certain minimum distance separation requirements between full-power and low-power FM radio stations. 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 2015,20the FCC proposed rules, which could reduce the degree of interference protection afforded to certain of our AM radio stations that serve wide areas. Inaddition, Congress, the FCC and other regulatory agencies have considered, and may in the future consider and adopt, new laws, regulations and policies thatcould, directly or indirectly, have an adverse effect on our business operations and financial performance. For example, Congress may consider and adoptlegislation that would impose an obligation upon all U.S. broadcasters to pay performing artists a royalty for 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 as songwriters, composers and publishers). Moreover, it is possible that our license fees and negotiating costs associated with obtaining rights to use musical compositions and sound recordings in ourprogramming content could sharply increase as a result of private negotiations, one or more regulatory rate-setting processes, or administrative and courtdecisions. The CRB recently issued a final determination establishing copyright royalty rates for the public performance and ephemeral reproduction ofsound recordings by various noninteractive webcasters, including radio broadcasters that simulcast their terrestrial programming online, to apply to theperiod from January 1, 2016 to December 31, 2020 under the webcasting statutory license. The rates set by the CRB represent a decrease from the 2015 CRBrates applicable to broadcasters and other webcasters, but the determination has been appealed. Increased royalty rates could significantly increase ourexpenses, which could adversely affect our business. Additionally, there are conditions applicable to the webcasting statutory license. Some, but not all,record companies have agreed to waive or provide limited relief from certain of these conditions under certain circumstances. Some of these conditions maybe inconsistent with customary radio broadcasting practices. Finally, various regulatory matters relating to our iHeartMedia business are now, or maybecome, the subject of court litigation, and we cannot predict the outcome of any such litigation or its impact on our 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 make21significant expenditures to ensure compliance and avoid certain penalties or contractual breaches. As a result, we may experience a significant impact on ouroperations, revenue, international client base and overall financial condition.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 that are designed to protect against the loss, misuse and alteration of ourwebsites, digital assets and proprietary business information as well as listener, consumer, business partner and advertiser personally identifiable information,no security measures are perfect and impenetrable and we may be unable to anticipate or prevent unauthorized access. A security breach could occur due tothe actions of outside parties, employee error, malfeasance or a combination of these or other actions. If an actual or perceived breach of our security occurs,we could lose competitively sensitive business information or suffer disruptions to our business operations, information processes or internal controls. Inaddition, the public perception of the effectiveness of our security measures or services could be harmed, we could lose listeners, consumers, business partnersand advertisers. In the event of a security breach, we could suffer financial exposure in connection with penalties, remediation efforts, investigations andlegal proceedings and changes in our security and system protection measures. Currently, not all of our systems are fully compliant with PCI-DSS standardsand, as a 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.22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, including Brexit, in any ofthe foreign countries in which we operate could result in exchange rate movement, new currency or exchange controls or other currency restrictions beingimposed. Because we receive a portion of our revenues in currencies from the countries in which we operate, exchange rate fluctuations in any such currencycould have an adverse effect on our profitability. A portion of our cash flows are generated in foreign currencies and translated to U.S. dollars for reportingpurposes, and certain of the indebtedness held by our international subsidiaries is denominated in U.S. dollars, and, therefore, significant changes in the valueof such foreign currencies relative to the U.S. dollar could have a material adverse effect on our financial condition and our ability to meet interest andprincipal payments 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 U.K. Bribery Act), our employees, subcontractors and agents could take actions that violateapplicable anticorruption laws or regulations. Violations of these laws, or allegations of such violations, could have a material adverse effect on our business,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 fourth 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.23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 Pink Sheets. The lack of an active market may impair the ability of holdersof 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 consider reasonable. Thelack 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 underthe Exchange Act to the extent we are not otherwise required to continue to report pursuant to any contractual agreements, including with respect to any ofour indebtedness. If we were to cease filing reports under the Exchange Act, the information now available to our stockholders in the annual, quarterly andother reports 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 liquidity, our cash flowsand our ability to 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, 2016, we had $20.4 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) $330.0million 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 $25.3 million of unamortizeddiscounts, which mature in March 2021; (5) $575.0 million aggregate principal amount outstanding of iHeartCommunications' 11.25% priority guaranteenotes due 2021, which mature in March 2021; (6) $1.0 billion aggregate principal amount outstanding of iHeartCommunications' 9.0% priority guaranteenotes due 2022, net of $2.0 million of unamortized premiums, which mature in September 2022; (7) $950.0 million aggregate principal amount outstandingof iHeartCommunications'2410.625% priority guarantee notes due 2023, which mature in March 2023; (8) $21.0 million aggregate principal amount of other secured debt; (9)$1.7 billion aggregate principal amount outstanding of iHeartCommunications' 14.0% senior notes due 2021, net of $12.0 million of unamortized discountsand net of $440.6 million held by a subsidiary of iHeartCommunications, which mature in February 2021; (10) $350.1 million aggregate principal amountoutstanding of iHeartCommunications' Legacy Notes, which mature in June 2018 and October 2027, net of unamortized purchase accounting discounts of$124.9 million and net of $57.1 million of 5.5% senior notes due 2016, which matured in December 2016, but were not repaid and continue to beoutstanding and are held by a subsidiary of iHeartCommunications and are eliminated in consolidation for accounting purposes; (11) $347.0 millionaggregate principal amount outstanding of iHeartCommunications' 10.0% senior notes due 2018, net of $503.0 million held by certain subsidiaries ofiHeartCommunications, which mature in January 2018; (12) $2.7 billion aggregate principal amount outstanding of subsidiary senior notes, net ofunamortized discounts of $4.9 million, which mature in November 2022; (13) $2.2 billion aggregate principal amount outstanding of subsidiary seniorsubordinated notes, which mature in March 2020; (14) $223.2 million aggregate principal amount outstanding of international subsidiary senior notes, net ofunamortized discounts of $1.8 million, which mature in December 2020; and (15) other obligations of $28.0 million. This large amount of indebtednesscould 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 other indebtednessallow 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 $1.7 billion during 2017. At December 31, 2016, we had debt maturities totaling$343.5 million, $559.1 million (net of $503.0 million due to certain subsidiaries of iHeartCommunications) and $8.4 billion in 2017, 2018 and 2019,respectively. iHeartCommunications' and its subsidiaries' ability to pay their debt maturing over the next 12 months is dependent upon achieving forecastedcash from operations and our ability to refinance or extend the maturity of the receivables based credit facility. We are currently exploring, and expect tocontinue to explore, a variety of transactions to provide us with additional liquidity or to restructure our indebtedness, and we are seeking to refinance orextend the maturity of the receivables based credit facility. We cannot assure you that we will enter into or consummate any such liquidity-generating orrestructuring transactions or that we will be successful in extending the maturity of the receivables based credit facility and we cannot currently predict theimpact that any such transactions, if consummated, would have on us.If iHeartCommunications' and its subsidiaries’ cash flows from operations, refinancing sources and other liquidity-generating or restructuringtransactions are insufficient to fund or extend their respective debt service obligations or debt maturities, we may be forced to reduce or delay capitalexpenditures, sell material assets or operations, or seek additional capital from other25sources. We may not be able to take any of these actions, and these actions may not be successful or permit iHeartCommunications or its subsidiaries to meetthe scheduled debt service obligations. Furthermore, these actions may not be permitted under the terms of existing or future debt agreements.If we, iHeartCommunications or its subsidiaries cannot make scheduled payments on indebtedness, iHeartCommunications or its subsidiaries, asapplicable, will be in default under one or more of the debt agreements and, as a result we could be forced into bankruptcy 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 obligationsDuring 2015 and 2016, our debt service obligations increased. Future financing transactions and any increase in interest rates may further increaseour interest expense. The increase in our debt service obligations could adversely affect our liquidity and could have important consequences, including thefollowing:•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 liquidity, our cash flows and our ability to operate our business and makeus more vulnerable to changes in the economy or our industry,” including by reducing our cash available for operations, debt serviceobligations, future business opportunities, acquisitions and capital expenditures.Our ability to make payments with respect to iHeartCommunications' debt obligations will depend on our future operating performance, our abilityto complete liquidity-generating transactions and iHeartCommunications' ability to continue to refinance its indebtedness and refinance or extend thematurity of its receivables based credit facility, which will be affected by prevailing economic and credit market conditions and financial, business and otherfactors, many of which are beyond our control.Because we and iHeartCommunications derive all of our operating income from our subsidiaries, iHeartCommunications' ability to repay its debt dependsupon the performance of our subsidiaries and their ability to dividend or distribute funds to usWe derive all of our operating income from our subsidiaries. As a result, our cash flow and the ability of iHeartCommunications to service itsindebtedness depend on the performance of our subsidiaries and the ability of those entities to distribute funds to us. We cannot assure you that oursubsidiaries will be able to, or be permitted to, pay to us the amounts necessary to service iHeartCommunications' debt.The documents governing iHeartCommunications' and its subsidiaries’ indebtedness contain restrictions that limit our flexibility in operating ourbusinessiHeartCommunications' 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, 2016 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,26investments or alliances, restructure our organization or finance our capital needs. Additionally, the ability to comply with these covenants and restrictionsmay be affected by events beyond iHeartCommunications' or our control. These include prevailing economic, financial and industry conditions. If any ofthese covenants or restrictions is breached, iHeartCommunications could be in default under the agreements governing its indebtedness and, as a result, wewould be forced into bankruptcy or liquidation.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 our indirect subsidiaries, Clear Channel Worldwide Holdings, Inc. (“CCWH”) and ClearChannel International B.V. ("CCIBV"), are speculative-grade. Our corporate credit rating and our rating outlook are subject to review by rating agencies fromtime to time and, on various occasions, have been downgraded. In the future, our corporate credit ratings and our rating outlook could be further downgraded.These downgrades and any further downgrades in our credit ratings could increase our borrowing costs or increase the cost of doing business or otherwisenegatively impact our business 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 and liquidity-generating transactions and our need to allocate significant amounts of ourcash 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, including the effects of Brexit;•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 programming, 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 persist; and•certain other factors set forth in our other filings with the SEC.27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.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 and 2016, we sold approximately 382 of our owned broadcast communication tower sites and enteredinto operating 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 aregenerally housed with its offices in downtown or business districts. A radio station’s transmitter sites and antenna sites are generally positioned in a mannerthat provides 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.28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.Stockholder LitigationOn May 9, 2016, a stockholder of CCOH filed a derivative lawsuit in the Court of Chancery of the State of Delaware, captioned GAMCO AssetManagement Inc. v. iHeartMedia Inc. et al., C.A. No. 12312-VCS. The complaint names as defendants iHeartCommunications, Inc.(“iHeartCommunications”), CCOH’s indirect parent company, iHeartMedia, Inc. (“iHeartMedia”), the parent company of iHeartCommunications, BainCapital Partners, LLC and Thomas H. Lee Partners, L.P. (together, the “Sponsor Defendants”), iHeartMedia’s private equity sponsors and majority owners, andthe members of CCOH’s board of directors. CCOH also is named as a nominal defendant. The complaint alleges that CCOH has been harmed by theintercompany agreements with iHeartCommunications, CCOH’s lack of autonomy over its own cash and the actions of the defendants in serving the interestsof iHeartMedia, iHeartCommunications and the Sponsor Defendants to the detriment of CCOH and its minority stockholders. Specifically, the complaintalleges that the defendants have breached their fiduciary duties by causing CCOH to: (i) continue to loan cash to iHeartCommunications under theintercompany note at below-market rates; (ii) abandon its growth and acquisition strategies in favor of transactions that would provide cash to iHeartMediaand iHeartCommunications; (iii) issue new debt in the CCIBV note offering (the “CCIBV Note Offering”) to provide cash to iHeartMedia andiHeartCommunications through a dividend; and (iv) effect the sales of certain outdoor markets in the U.S. (the “Outdoor Asset Sales”) to provide cash toiHeartMedia and iHeartCommunications through a dividend. The complaint also alleges that iHeartMedia, iHeartCommunications and the SponsorDefendants aided and abetted the directors’ breaches of their fiduciary duties. The complaint further alleges that iHeartMedia, iHeartCommunications and theSponsor Defendants were unjustly enriched as a result of these transactions and that these transactions constituted a waste of corporate assets for which thedefendants are liable to CCOH. The plaintiff is seeking, among other things, a ruling that the defendants breached their fiduciary duties to CCOH and thatiHeartMedia, iHeartCommunications and the Sponsor Defendants aided and abetted the board of directors’ breaches of fiduciary duty, rescission of paymentsto iHeartCommunications and its affiliates pursuant to dividends declared in connection with the CCIBV Note Offering and Outdoor Asset Sales, and anorder requiring iHeartMedia, iHeartCommunications and the Sponsor Defendants to disgorge all profits they have received as a result of the alleged fiduciarymisconduct.On July 20, 2016, the defendants filed a motion to dismiss plaintiff's verified stockholder derivative complaint for failure to state a claim uponwhich relief can be granted. On November 23, 2016, the Court granted defendants’ motion to dismiss all claims brought by the plaintiff. On December 19,2016, the plaintiff filed a notice of appeal of the ruling.ITEM 4. MINE SAFETY DISCLOSURESNot Applicable.EXECUTIVE OFFICERS OF THE REGISTRANTThe following information with respect to our executive officers is presented as of February 23, 2017:Name Age PositionRobert W. Pittman 63 Chairman and Chief Executive OfficerRichard J. Bressler 59 President, Chief Operating Officer, Chief Financial Officer and DirectorScott R. Wells 48 Chief Executive Officer – Clear Channel Outdoor AmericasC. William Eccleshare 61 Chairman and Chief Executive Officer— Clear Channel InternationalSteven J. Macri 48 Senior Vice President, Corporate FinanceScott D. Hamilton 47 Senior Vice President, Chief Accounting Officer and Assistant SecretaryRobert H. Walls, Jr. 56 Executive Vice President, General Counsel and SecretaryThe 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 the Company, iHeartCommunications and iHeartMedia Capital I, LLC and theChairman and Chief Executive Officer of CCOH. Mr. Pittman was appointed as the Executive Chairman29and a director of the Company and iHeartCommunications on October 2, 2011. He was appointed as Chairman of the Company and iHeartCommunicationson May 17, 2013. He also was appointed as Chairman and Chief Executive Officer and a member of the board of managers of iHeartMedia Capital I, LLC onApril 26, 2013. Prior to October 2, 2011, Mr. Pittman served as the Chairman of Media and Entertainment Platforms for the Company andiHeartCommunications since November 2010. He has been a member of, and an investor in, Pilot Group, a private equity investment company, since April2003. Mr. Pittman was formerly Chief Operating Officer of AOL Time Warner, Inc. from May 2002 to July 2002. He also served as Co-Chief Operating Officerof AOL Time Warner, Inc. from January 2001 to May 2002, and earlier, as President and Chief Operating Officer of America Online, Inc. from February 1998to January 2001. Mr. Pittman serves on the boards of numerous charitable organizations, including the Alliance for Lupus Research, the Rock and Roll Hallof Fame Foundation and the Robin Hood Foundation, where he has served as past Chairman. Mr. Pittman was selected to serve as a member of our Boardbecause of his service as our Chief Executive Officer, as well as his extensive media experience gained through the course of his career.Richard J. Bressler is the President, Chief Operating Officer, Chief Financial Officer and Director of the Company, iHeartCommunications andiHeartMedia Capital I, LLC and the Chief Financial Officer of CCOH. Mr. Bressler was appointed as the Chief Financial Officer and President of theCompany, iHeartCommunications, iHeartMedia Capital I, LLC and CCOH on July 29, 2013 and as Chief Operating Officer of the Company,iHeartCommunications and iHeartMedia Capital I, LLC on February 18, 2015. Prior thereto, Mr. Bressler was a Managing Director at THL. Prior to joiningTHL, Mr. Bressler was the Senior Executive Vice President and Chief Financial Officer of Viacom, Inc. from 2001 through 2005. He also served as Chairmanand Chief Executive Officer of Time Warner Digital Media and, from 1995 to 1999, was Executive Vice President and Chief Financial Officer of Time WarnerInc. Prior to joining Time Inc. in 1988, Mr. Bressler was previously a partner with the accounting firm of Ernst & Young LLP. Mr. Bressler also currently is adirector of the Company, iHeartCommunications and Gartner, Inc., a member of the board of managers of iHeartMedia Capital I, LLC and 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.Scott R. Wells is the Chief Executive Officer of Clear Channel Outdoor Americas at each of the Company, iHeartCommunications, iHeartMediaCapital I, LLC and CCOH and was appointed to this position on March 3, 2015. Previously, Mr. Wells served as an Operating Partner at Bain Capital sinceJanuary 2011 and prior to that served as an Executive Vice President at Bain Capital since 2007. Mr. Wells also was one of the leaders of the firm’soperationally focused Portfolio Group. Prior to joining Bain Capital, he held several executive roles at Dell, Inc. (“Dell”) from 2004 to 2007, most recently asVice President of Public Marketing and On-Line in the Americas. Prior to joining Dell, Mr. Wells was a Partner at Bain & Company, where he focusedprimarily on technology and consumer-oriented companies. Mr. Wells was a member of our Board from August 2008 until March 2015. He currently serves asa director of Ad Council, the Achievement Network (ANet) and the Outdoor Advertising Association of America (OAAA). 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 the Company, iHeartCommunications,iHeartMedia Capital I, LLC and CCOH and was appointed to this position on March 2, 2015. Prior to such time, he served as Chief Executive Officer –Outdoor of the Company, iHeartCommunications and CCOH since January 24, 2012 and as Chief Executive Officer—Outdoor of iHeartMedia Capital I, LLCon April 26, 2013. Prior to January 24, 2012, he served as Chief Executive Officer—Clear Channel Outdoor—International of the Company andiHeartCommunications since February 17, 2011 and as Chief Executive Officer—International of CCOH since September 1, 2009. Previously, he wasChairman and CEO of BBDO EMEA from 2005 to 2009. Prior thereto, he was Chairman and CEO of Young & Rubicam EMEA since 2002.Steven J. Macri is the Senior Vice President-Corporate Finance of the Company, iHeartMedia Capital I, LLC, iHeartCommunications and CCOH andthe Chief Financial Officer of the Company's iHM segment. Mr. Macri was appointed Senior Vice President-Corporate Finance of the Company,iHeartCommunications, iHeartMedia Capital I, LLC and CCOH on September 9, 2014 and as the Chief Financial Officer of the Company's iHM segment onOctober 7, 2013. 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. He has an MBA from New YorkUniversity Stern School of Business and a B.S. in Accounting from Syracuse University.Scott D. Hamilton is the Senior Vice President, Chief Accounting Officer and Assistant Secretary of the Company, iHeartCommunications,iHeartMedia Capital I, LLC and CCOH. Mr. Hamilton was appointed Senior Vice President, Chief Accounting Officer and Assistant Secretary of theCompany, iHeartCommunications and CCOH on April 26, 2010 and was appointed as Senior Vice President, Chief Accounting Officer and AssistantSecretary of iHeartMedia Capital I, LLC on April 26, 2013. Prior to April 26, 2010, Mr. Hamilton served as Controller and Chief Accounting Officer ofAvaya Inc. (“Avaya”), a multinational telecommunications company, from October 2008 to April 2010. Prior thereto, Mr. Hamilton served in various30accounting and finance positions at Avaya, beginning in October 2004. Prior thereto, Mr. Hamilton was employed by PricewaterhouseCoopers fromSeptember 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 the Company, iHeartCommunications, iHeartMedia Capital I,LLC and CCOH. Mr. Walls was appointed the Executive Vice President, General Counsel and Secretary of the Company, iHeartCommunications and CCOHon January 1, 2010 and was appointed as Executive Vice President, General Counsel and Secretary of iHeartMedia Capital I, LLC on April 26, 2013. OnMarch 31, 2011, Mr. Walls was appointed to serve in the newly-created Office of the Chief Executive Officer for iHeartMedia Capital I, LLC,iHeartCommunications and CCOH, in addition to his existing offices. Mr. Walls served in the Office of the Chief Executive Officer for iHeartMedia Capital I,LLC and iHeartCommunications until October 2, 2011, and served in the Office of the Chief Executive Officer for CCOH until January 24, 2012. Mr. Wallswas a founding partner of Post Oak Energy Capital, LP and served as Managing Director through December 31, 2009 and as an advisor to Post Oak EnergyCapital, LP through December 31, 2013.31PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIESMarket InformationShares of our Class A common stock are quoted for trading on the Over-The-Counter Pink Sheets (“OTC Pink”) Bulletin Board under the symbol“IHRT.” There were 286 stockholders of record as of February 20, 2017. This figure does not include an estimate of the indeterminate number of beneficialholders whose shares may be held of record by brokerage firms and clearing agencies. The following quotations obtained from the OTC Pink reflect the highand low bid 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 HighLow2016 2015 First Quarter................$1.25$0.80First Quarter..................$7.65$4.20Second Quarter...........1.300.77Second Quarter.............7.505.15Third Quarter..............1.471.08Third Quarter................7.054.05Fourth Quarter............1.531.11Fourth Quarter..............4.500.85There 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 20, 2017. 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 2016 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, 2016 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:Period Total Number of SharesPurchased(1) Average Price Paid perShare(1) Total Number of SharesPurchased as Part ofPublicly AnnouncedPlans or Programs Maximum Number (orApproximate Dollar Value)of Shares that May Yet BePurchased Under the Plansor ProgramsOctober 1 through October 31 17,987 $1.47 — $—November 1 through November 30 — — — —December 1 through December 31 6,416 1.34 — —Total 24,403 $1.45 — —32(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, 2016 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.33ITEM 6. SELECTED FINANCIAL DATAThe following tables set forth our selected historical consolidated financial and other data as of the dates and for the periods indicated. The selectedhistorical financial data are derived from our audited consolidated financial statements. Certain prior period amounts have been reclassified to conform to the2016 presentation. Historical results are not necessarily indicative of the results to be expected for future periods. Acquisitions and dispositions impact thecomparability of the historical consolidated financial data reflected in this schedule of Selected Financial Data.The selected 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, 2016 2015 2014 2013 2012Results of Operations Data: Revenue$6,273,573 $6,241,516 $6,318,533 $6,243,044 $6,246,884Operating expenses: Direct operating expenses (excludes depreciation andamortization)2,412,287 2,471,113 2,540,035 2,560,028 2,501,313Selling, general and administrative expenses (excludesdepreciation and amortization)1,725,899 1,704,352 1,680,938 1,641,462 1,661,604Corporate expenses (excludes depreciation andamortization)341,025 314,999 320,931 315,972 295,108Depreciation and amortization635,227 673,991 710,898 730,828 729,285Impairment charges (1)8,000 21,631 24,176 16,970 37,651Other operating income, net353,556 94,001 40,031 22,998 48,127Operating income1,504,691 1,149,431 1,081,5861,000,782 1,070,050Interest expense1,849,982 1,805,496 1,741,596 1,649,451 1,549,023Gain (loss) on investments(12,907) (4,421) — 130,879 (4,580)Equity in earnings (loss) of nonconsolidated affiliates(16,733) (902) (9,416) (77,696) 18,557Gain (loss) on extinguishment of debt157,556 (2,201) (43,347) (87,868) (254,723)Other income (expense), net(73,102) 13,056 9,104 (21,980) 250Loss before income taxes(290,477) (650,533) (703,669) (705,334) (719,469)Income tax benefit (expense)50,474 (86,957) (58,489) 121,817 308,279Consolidated net loss(240,003) (737,490) (762,158) (583,517) (411,190)Less amount attributable to noncontrolling interest56,315 17,131 31,603 23,366 13,289Net loss attributable to the Company$(296,318) $(754,621) $(793,761) $(606,883) $(424,479) For the Years Ended December 31, 2016 2015 2014 2013 2012Net loss per common share: Basic Net loss attributable to the Company$(3.50) $(8.95) $(9.46) $(7.31) $(5.23)Diluted: Net loss attributable to the Company$(3.50) $(8.95) $(9.46) $(7.31) $(5.23)(1)We recorded non-cash impairment charges of $8.0 million, $21.6 million, $24.2 million, $17.0 million and $37.7 million during 2016, 2015, 2014, 2013 and 2012,respectively. Our impairment charges are discussed more fully in Item 8 of Part II of this Annual Report on Form 10-K.34(In thousands)As of December 31, 2016 2015 2014 2013 2012Balance Sheet Data: Current assets$2,504,687 $2,778,115 $2,109,748 $2,431,162 $2,943,307Property, plant and equipment, net1,948,162 2,212,556 2,699,064 2,897,630 3,036,854Total assets12,862,247 13,673,115 13,839,579 14,871,407 16,084,487Current liabilities1,696,570 1,659,228 1,364,285 1,763,618 1,782,142Long-term debt, net of current maturities20,022,080 20,539,099 20,159,545 19,856,551 20,163,197Stockholders' deficit(10,885,475) (10,606,681) (9,665,208) (8,696,635) (7,995,191)35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 printed display types. Included in the“Other” category are our media representation business, Katz Media Group, as well as other general support services and initiatives, which are ancillary to ourother businesses.We manage our operating segments primarily focusing on their operating income, while Corporate expenses, Depreciation and amortization,Impairment charges, Other operating income (expense), net, Interest expense, Gain (loss) on investments, net, Equity in earnings (loss) of nonconsolidatedaffiliates, Gain (loss) on extinguishment of debt, Other income (expense), net and Income tax benefit (expense) are managed on a total company basis and are,therefore, included only in our discussion of consolidated results.Certain prior period amounts have been reclassified to conform to the 2016 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 listening hours on our digital platforms. Our programming and general andadministrative departments incur most of our fixed36costs, such as utilities and office salaries. We incur discretionary costs in our advertising, marketing and promotions, which we primarily use in an effort tomaintain and/or increase our audience share. Lastly, we have incentive systems in each of our departments which provide for bonus payments based onspecific performance metrics, including ratings, revenue 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 byreviewing the average rates, average revenue per display, occupancy and inventory 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 and Asia, management reviews the operating results from our foreign operations on a constant dollar basis. A constant dollar basis allowsfor 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 up to 15 years. The major difference between our International and Americas street furniturebusinesses is in the nature of the municipal contracts. In our International outdoor business, these contracts typically require us to provide the municipalitywith a broader range of metropolitan amenities in exchange for which we are authorized to sell advertising space on certain sections of the structures we erectin the public domain. A different regulatory environment for billboards and competitive bidding for street furniture and transit display contracts, whichconstitute a larger portion of our business internationally, may result in higher site lease costs in our International business. 37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 for2016 was 1.6%. 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, 2016 are summarized below:•Consolidated revenue increased $32.1 million during 2016 compared to 2015. Excluding the $47.6 million impact from movements in foreignexchange rates, consolidated revenue increased $79.7 million during 2016 compared to 2015.•We sold nine non-strategic U.S. outdoor markets in the first quarter of 2016. We sold our outdoor businesses in Turkey and Australia in thesecond and fourth quarters of 2016, respectively. These businesses had total revenues of $123.5 million in 2016 and $248.9 million in 2015,and we realized a net gain of $349.3 million on the sales.•We spent $30.9 million on strategic revenue and efficiency initiatives during 2016 to realign and improve our on-going business operations—adecrease of $11.9 million compared to 2015.•On July 15, 2016, Broader Media, LLC, our indirect wholly-owned subsidiary, repurchased approximately $383.0 million aggregate principalamount of iHeartCommunications’ 10.0% Senior Notes due 2018 for an aggregate purchase price of $222.2 million, resulting in a gain onextinguishment of debt of $157.6 million. The repurchase effectively reduces our consolidated annual cash interest obligations by $38.3million.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. 38Consolidated Results of OperationsThe comparison of our historical results of operations for the year ended December 31, 2016 to the year ended December 31, 2015 is as follows:(In thousands)Years Ended December 31, % 2016 2015 ChangeRevenue$6,273,573 $6,241,516 0.5%Operating expenses: Direct operating expenses (excludes depreciation and amortization)2,412,287 2,471,113 (2.4)%Selling, general and administrative expenses (excludes depreciation and amortization)1,725,899 1,704,352 1.3%Corporate expenses (excludes depreciation and amortization)341,025 314,999 8.3%Depreciation and amortization635,227 673,991 (5.8)%Impairment charges8,000 21,631 (63.0)%Other operating income, net353,556 94,001 276.1%Operating income1,504,691 1,149,431 30.9%Interest expense1,849,982 1,805,496 Loss on investments, net(12,907) (4,421) Equity in loss of nonconsolidated affiliates(16,733) (902) Gain (loss) on extinguishment of debt157,556 (2,201) Other income (expense), net(73,102) 13,056 Loss before income taxes(290,477) (650,533) Income tax (expense) benefit50,474 (86,957) Consolidated net loss(240,003) (737,490) Less amount attributable to noncontrolling interest56,315 17,131 Net loss attributable to the Company$(296,318) $(754,621) Consolidated RevenueConsolidated revenue increased $32.1 million during the year ended December 31, 2016 compared to 2015. Excluding the $47.6 million impactfrom movements in foreign exchange rates, consolidated revenue increased $79.7 million during the year ended December 31, 2016 compared to 2015.Revenue growth from our iHM business was partially offset by lower revenue generated by our Americas and International outdoor businesses as a result ofthe sales of certain U.S. outdoor markets and international businesses which generated $248.9 million in revenue in the year ended December 31, 2015compared to $123.5 million in the year ended December 31, 2016.Consolidated Direct Operating ExpensesConsolidated direct operating expenses decreased $58.8 million during the year ended December 31, 2016 compared to 2015. Excluding the $29.0million impact from movements in foreign exchange rates, consolidated direct operating expenses decreased $29.8 million during the year endedDecember 31, 2016 compared to 2015. Lower direct operating expenses in our iHM business were primarily driven by the impact of contract renegotiations,partially offset by increases primarily related to higher revenue. Lower direct operating expenses in our Americas outdoor business were primarily due to thesale of nine non-strategic U.S. outdoor markets in the first quarter of 2016. Lower direct operating expenses in our International outdoor business relatedprimarily to the loss of the London bus contract and the sale of our businesses in Australia and Turkey, partially offset by increases in expenses related tohigher revenues in other countries.Consolidated Selling, General and Administrative (“SG&A”) ExpensesConsolidated SG&A expenses increased $21.5 million during the year ended December 31, 2016 compared to 2015. Excluding the $9.9 millionimpact from movements in foreign exchange rates, consolidated SG&A expenses increased $31.4 million during the year ended December 31, 2016compared to 2015. Higher SG&A expenses driven primarily by investments in sales capabilities in our iHM business were partially offset by a decrease inSG&A expenses resulting from the sale of non-strategic U.S. outdoor markets in the first quarter of 2016.39Corporate ExpensesCorporate expenses increased $26.0 million during the year ended December 31, 2016 compared to 2015 primarily resulting from higherprofessional fees and higher expenses related to variable compensation plans, as well as higher employee health benefit costs. Excluding the $4.1 millionimpact from movements in foreign exchange rates, corporate expenses increased $30.1 million during the year ended December 31, 2016 compared to 2015.Revenue and Efficiency InitiativesIncluded in the amounts for direct operating expenses, SG&A and corporate expenses discussed above are expenses incurred in connection with ourstrategic revenue and efficiency initiatives. These costs consist primarily of severance related to workforce initiatives, consolidation of locations andpositions, contract cancellation costs, consulting expenses, and other costs incurred in connection with improving our businesses. These costs are expected toprovide benefits in future periods as the initiative results are realized.Strategic revenue and efficiency costs were $30.9 million during the year ended December 31, 2016. Of these expenses, $15.5 million was incurredby our iHM segment, $3.1 million was incurred by our Americas outdoor segment, $7.4 million was incurred by our International outdoor segment, $1.3million was incurred by our Other category and $3.6 million was incurred by Corporate. $10.9 million of these costs are reported within direct operatingexpenses, $16.4 million are reported within SG&A and $3.6 million are reported within corporate expenses. Strategic revenue and efficiency costs were $42.8 million during the year ended December 31, 2015. Of these expenses, $11.8 million was incurredby our iHM segment, $2.4 million was incurred by our Americas outdoor segment, $11.1 million was incurred by our International outdoor segment, $3.7million was incurred by our Other segment and $13.8 million was incurred by Corporate. $14.0 million of these costs are reported within direct operatingexpenses, $15.0 million are reported within SG&A and $13.8 million are reported within corporate expenses.Depreciation and AmortizationDepreciation and amortization decreased $38.8 million during 2016 compared to 2015, primarily due to assets becoming fully depreciated or fullyamortized, the sale of certain outdoor markets, as well as the impact of movements in foreign exchange rates.Impairment ChargesWe perform our annual impairment test on our goodwill, FCC licenses, billboard permits, and other intangible assets as of July 1 of each year. Inaddition, we test for impairment of property, plant and equipment whenever events and circumstances indicate that depreciable assets might be impaired. Asa result of these impairment tests, during 2016 we recorded impairment charges of $8.0 million related primarily to goodwill in one of our Internationaloutdoor businesses. During 2015 we recorded impairment charges of $21.6 million related to billboard permits in one Americas outdoor market. Please seeNote 2 to the Consolidated Financial Statements located in Item 8 of this Annual Report on Form 10-K for a further description of the impairment charges.Other Operating Income, NetOther operating income was $353.6 million in 2016, which primarily related to the net gain of $278.3 million on sale of nine non-strategic outdoormarkets in the first quarter of 2016 and the net gain of $127.6 million on sale on our outdoor Australia business in the fourth quarter of 2016, partially offsetby the $56.6 million loss, which includes $32.2 million in cumulative translation adjustments, on the sale of our Turkey business in the second quarter of2016. 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 net proceeds of $592.3 million in cashand certain advertising assets in Florida.Other 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).Interest ExpenseInterest expense increased $44.5 million during 2016 compared to 2015 due to higher interest rates on floating rate loans and new debt issuances.Please refer to “Sources of Capital” for additional discussion of debt issuances and exchanges. Our weighted average cost of debt during 2016 and 2015 was8.5% and 8.5%, respectively.40Loss on Investments, NetDuring the years ended December 31, 2016 and 2015, we recognized losses of $12.9 million and $4.4 million, respectively, related to cost-methodinvestments. The loss in the year ended December 31, 2016 related primarily to a $14.5 million non-cash impairment recorded in connection with an other-than-temporary decline in the value of one of our cost investments.Equity in Loss of Nonconsolidated AffiliatesDuring the years ended December 31, 2016 and 2015, we recognized losses of $16.7 million and $0.9 million respectively, related to equity-methodinvestments. The loss in the year ended December 31, 2016 related primarily to a $15.0 million non-cash impairment recorded in connection with an other-than-temporary decline in the value of one of our equity investments.Gain (loss) on Extinguishment of DebtDuring the third quarter of 2016, Broader Media, LLC, an indirect wholly-owned subsidiary of the Company, repurchased approximately $383.0million aggregate principal amount of iHeartCommunications’ 10.0% Senior Notes due 2018 for an aggregate purchase price of approximately $222.2million. In connection with this repurchase, we recognized a gain of $157.6 million.In 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.Other Income (Expense), NetOther expense was $73.1 million for 2016. Other income was $13.1 million for 2015. These amounts relate primarily to net foreign exchange gainsand losses recognized in connection with intercompany notes denominated in foreign currencies. The decline in value during 2016 of the British poundagainst the Euro impacted Euro-denominated notes payable by one of our UK subsidiaries, which was the primary driver of the foreign exchange loss in2016.Income Tax ExpenseThe effective tax rate for the year ended December 31, 2016 was 17.4% as compared to (13.4)% for the year ended December 31, 2015. The effectivetax benefit rate for 2016 was impacted by the $43.3 million deferred tax benefit recorded in connection with the release of valuation allowance in France,which was offset by $54.7 million of tax expense attributable to the sale of our outdoor business in Australia. Additionally, the 2016 effective tax benefit ratewas impacted by the $31.8 million valuation allowance recorded against a portion of current period federal and state deferred tax assets due to theuncertainty of the ability to realize those assets in future periods.The effective tax rate for 2015 was impacted by the $305.3 million valuation allowance recorded against our current period federal and state netoperating losses due to the uncertainty of the ability to utilize those losses in future periods. The valuation allowance was recorded against the Company’scurrent period federal and state net operating losses due to the uncertainty of the ability to utilize these losses in future periods.iHM Results of OperationsOur iHM operating results were as follows:(In thousands)Years Ended December 31, % 2016 2015 ChangeRevenue$3,403,040 $3,284,320 3.6%Direct operating expenses975,463 972,937 0.3%SG&A expenses1,102,998 1,065,066 3.6%Depreciation and amortization243,964 240,207 1.6%Operating income$1,080,615 $1,006,110 7.4%iHM revenue increased $118.7 million during 2016 compared to 2015. Growth in broadcast radio and digital advertising was driven primarily bypolitical advertising revenues resulting from 2016 being a presidential election year. In addition, we had growth in our traffic and weather business,sponsorship and other revenues surrounding our events and trade and barter. Trade and barter includes the impact of marketing partnerships with ouradvertisers on events, as well as revenue recognized in connection with advertising provided during the period in connection with investments made incertain non-public companies.41iHM direct operating expenses increased $2.5 million during 2016 compared to 2015 primarily driven by higher content and programming costs, aswell as higher theater and event production costs. In addition, we incurred higher spending on strategic revenue and efficiency initiatives and lease expensewas higher as a result of the sale and subsequent leaseback of broadcast communications tower sites in the second quarter of 2015. These costs were nearlyoffset by the $33.8 million benefit resulting from contract renegotiations completed in the third quarter. iHM SG&A expenses increased $37.9 million during2016 compared to 2015 primarily due to investments in national and digital sales capabilities, higher promotion expense and higher variable compensationrelated to higher revenue.Americas Outdoor Results of OperationsOur Americas outdoor operating results were as follows:(In thousands)Years Ended December 31, % 2016 2015 ChangeRevenue$1,278,413 $1,349,021 (5.2)%Direct operating expenses570,310 597,382 (4.5)%SG&A expenses225,415 233,254 (3.4)%Depreciation and amortization185,654 204,514 (9.2)%Operating income$297,034 $313,871 (5.4)%Americas outdoor revenue decreased $70.6 million during 2016 compared to 2015. Excluding the $7.7 million impact from movements in foreignexchange rates, Americas outdoor revenue decreased $62.9 million during 2016 compared to 2015. The decrease in revenue is due to the $102.7 millionimpact of the sale of nine non-strategic U.S. markets in the first quarter of 2016. The decrease in revenue resulting from these sales was partially offset byincreased revenues from digital billboards from new deployments and higher occupancy on existing digital billboards, as well as new airport contracts, andhigher revenues in Latin America.Americas outdoor direct operating expenses decreased $27.1 million during 2016 compared to 2015. Excluding the $3.6 million impact frommovements in foreign exchange rates, Americas outdoor direct operating expenses decreased $23.5 million during 2016 compared to 2015. The decrease indirect operating expenses was driven by a $35.4 million decrease in direct operating expenses resulting from the sale of the nine non-strategic markets in thefirst quarter of 2016, partially offset by higher site lease expenses related to new airport contracts. Americas outdoor SG&A expenses decreased $7.9 millionduring 2016 compared to 2015. Excluding the $2.1 million impact from movements in foreign exchange rates, Americas outdoor SG&A expenses decreased$5.8 million during 2016 compared to 2015. This decrease was due to a $20.4 million decrease in SG&A expenses resulting from the sale of the nine non-strategic U.S. markets in the first quarter of 2016, partially offset by higher variable compensation expense related to higher revenues.Depreciation and amortization decreased $18.9 million. Excluding the $0.8 million impact from movements in foreign exchange rates, depreciationand amortization decreased $18.1 million primarily due to the sale of the nine non-strategic U.S. markets in the first quarter of 2016 and assets becomingfully depreciated or fully amortized.International Outdoor Results of OperationsOur International outdoor operating results were as follows:(In thousands)Years Ended December 31, % 2016 2015 ChangeRevenue$1,423,982 $1,457,183 (2.3)%Direct operating expenses865,259 897,520 (3.6)%SG&A expenses289,787 298,250 (2.8)%Depreciation and amortization152,758 166,060 (8.0)%Operating income$116,178 $95,353 21.8%International outdoor revenue decreased $33.2 million during 2016 compared to 2015. Excluding the $39.9 million impact from movements inforeign exchange rates, International outdoor revenue increased $6.7 million during 2016 compared to 2015. The increase in revenue is due to growth acrossmost of our markets including China, Italy, Spain, Sweden, France and Belgium,42primarily from new digital assets and new contracts. This growth was partially offset by a $22.7 million decrease in revenue resulting from the sale of ourbusinesses in Turkey and Australia in the second and fourth quarters of 2016, respectively, as well as lower revenue in the United Kingdom as a result of theLondon bus shelter contract not being renewed.International outdoor direct operating expenses decreased $32.2 million during 2016 compared to 2015. Excluding the $25.4 million impact frommovements in foreign exchange rates, International outdoor direct operating expenses decreased $6.8 million during 2016 compared to 2015. The decreasewas driven by a $14.6 million decrease in direct operating expenses resulting from the sale of our businesses in Turkey and Australia and lower rent expensedue to lower revenue in the United Kingdom as a result of the London bus shelter contract not being renewed. These decreases were partially offset by highersite lease and production expenses in countries experiencing revenue growth. International outdoor SG&A expenses decreased $8.5 million during 2016compared to 2015. Excluding the $7.8 million impact from movements in foreign exchange rates, International outdoor SG&A expenses decreased $0.7million during 2016 compared to 2015. The decrease in SG&A expenses was primarily due to a $3.0 million decrease resulting from the sale of our businessesin Turkey and Australia, partially offset by higher variable compensation expenses.Included in 2015 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 of our Netherlands subsidiary reported in prior years. Such corrections arenot considered to be material to the prior year financial results.Depreciation and amortization decreased $13.3 million. Excluding the $5.5 million impact from movements in foreign exchange rates, depreciationand amortization decreased $7.8 million primarily due to assets becoming fully depreciated or fully amortized.Consolidated Results of OperationsThe 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 $6,318,533 (1.2)%Operating expenses: Direct operating expenses (excludes depreciation and amortization)2,471,113 2,540,035 (2.7)%Selling, general and administrative expenses (excludes depreciation and amortization)1,704,352 1,680,938 1.4%Corporate expenses (excludes depreciation and amortization)314,999 320,931 (1.8)%Depreciation and amortization673,991 710,898 (5.2)%Impairment charges21,631 24,176 (10.5)%Other operating income, net94,001 40,031 134.8%Operating income1,149,431 1,081,586 6.3%Interest expense1,805,496 1,741,596 Loss on investments, net(4,421) — Equity in earnings (loss) of nonconsolidated affiliates(902) (9,416) Loss on extinguishment of debt(2,201) (43,347) Other income, net13,056 9,104 Loss before income taxes(650,533) (703,669) Income tax expense(86,957) (58,489) Consolidated net loss(737,490) (762,158) Less amount attributable to noncontrolling interest17,131 31,603 Net loss attributable to the Company$(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,43including the impact of marketing partnerships with our advertisers for live events and barter and trade revenue, partially offset by a decrease in politicaladvertising revenues. Americas outdoor revenue decreased $1.6 million during 2015 compared to 2014. Excluding the $23.4 million impact from movementsin foreign exchange rates, Americas outdoor revenue increased $21.8 million during 2015 compared to 2014 primarily driven by higher revenues from digitalbillboards and our Spectacolor business. International outdoor revenue decreased $153.4 million during 2015 compared to 2014. Excluding the $205.6million impact from movements in foreign exchange rates, International outdoor revenue increased $52.2 million during 2015 compared to 2014 primarilydriven by new contracts and the impact of sales initiatives. Other revenues decreased $48.8 million during 2015 compared to 2014 primarily as a result oflower political advertising revenues and lower contract termination fees earned by our media representation business.Consolidated Direct Operating ExpensesConsolidated direct operating expenses decreased $68.9 million during 2015 compared to 2014. Excluding the $146.6 million impact frommovements in foreign exchange rates, consolidated direct operating expenses increased $77.7 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.Consolidated SG&A ExpensesConsolidated SG&A expenses increased $23.4 million during 2015 compared to 2014. Excluding the $51.1 million impact from movements inforeign exchange rates, consolidated SG&A expenses increased $74.5 million during 2015 compared to 2014. iHM SG&A expenses increased $51.7 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 $5.9 million during 2015 compared to 2014. Excluding the $3.5 million impact from movements in foreign exchangerates, corporate expenses decreased $2.4 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 stockholder litigation recognized in2014, higher variable compensation expense related to sales growth 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.44Impairment ChargesWe performed our annual impairment test on our goodwill, FCC licenses, billboard permits, and other intangible assets as of July 1 of each year. Inaddition, we test for impairment of property, plant and equipment whenever events and circumstances indicate that depreciable assets might be impaired. As aresult of these impairment 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 thediscount rates and weighted-average cost of capital for those markets. Please see Note 2 to the Consolidated Financial Statements located in Item 8 of thisAnnual Report on Form 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.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.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 (Expense), Net45Other 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 primarily impacted by the $339.8 million valuation allowance recorded during theperiod as additional deferred tax expense. The valuation allowance was recorded against a portion of the U.S. Federal and State net operating losses due tothe uncertainty of the ability to utilize those losses in future periods. This expense was partially offset by $28.9 million in net tax benefits associated with adecrease in unrecognized tax benefits resulting from the expiration of statutes of limitations to assess taxes in the United Kingdom and several statejurisdictions.iHM Results of OperationsOur iHM operating results were as follows:(In thousands)Years Ended December 31, % 2015 2014 ChangeRevenue$3,284,320 $3,161,503 3.9%Direct operating expenses972,937 932,172 4.4%SG&A expenses1,065,066 1,013,407 5.1%Depreciation and amortization240,207 240,846 (0.3)%Operating income$1,006,110 $975,078 3.2%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 and higher radio programming costs. iHM SG&A expensesincreased $51.7 million during 2015 compared to 2014 primarily due to higher barter and trade expenses, higher bad debt expense and investments innational and digital sales capabilities, partially offset by lower advertising and promotion expense and lower legal expense. Strategic revenue and efficiencyspending included in SG&A expenses decreased $3.9 million compared to the same period last year.Americas Outdoor Results of OperationsOur Americas outdoor operating results were as follows:(In thousands)Years Ended December 31, % 2015 2014 ChangeRevenue$1,349,021 $1,350,623 (0.1)%Direct operating expenses597,382 605,771 (1.4)%SG&A expenses233,254 233,641 (0.2)%Depreciation and amortization204,514 203,928 0.3%Operating income$313,871 $307,283 2.1%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 201446driven primarily by an increase in revenues from digital billboards as a result of new deployments, as well as from our Spectacolor business, partially offset bylower advertising revenues from our static bulletins and posters, 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.International Outdoor Results of OperationsOur International outdoor operating results were as follows:(In thousands)Years Ended December 31, % 2015 2014 ChangeRevenue$1,457,183 $1,610,636 (9.5)%Direct operating expenses897,520 991,117 (9.4)%SG&A expenses298,250 314,878 (5.3)%Depreciation and amortization166,060 198,143 (16.2)%Operating income$95,353 $106,498 (10.5)%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.47Reconciliation of Segment Operating Income to Consolidated Operating Income(In thousands)Years Ended December 31, 2016 2015 2014iHM$1,080,615 $1,006,110 $975,078Americas outdoor advertising297,034 313,871 307,283International outdoor advertising116,178 95,353 106,498Other43,411 19,314 36,359Impairment charges(8,000) (21,631) (24,176)Corporate expense (1)(378,103) (357,587) (359,487)Other operating income, net353,556 94,001 40,031Consolidated operating income$1,504,691 $1,149,431 $1,081,586(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 $13.1 million, $10.9 million and $10.7 million for the years endedDecember 31, 2016, 2015 and 2014, respectively.As of December 31, 2016, there was $21.0 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, 2016, there was $26.4 million of unrecognized compensation cost, net of estimated forfeitures,related to unvested share-based compensation arrangements that will vest based on market, performance and service conditions. This cost will be recognizedwhen it becomes probable that the performance condition will be satisfied.LIQUIDITY AND CAPITAL RESOURCESCash FlowsThe following discussion highlights cash flow activities during the years ended December 31, 2016, 2015 and 2014:(In thousands)Years Ended December 31, 2016 2015 2014Cash provided by (used for): Operating activities$(13,982) $(77,304) $245,116Investing activities$510,915 $30,234 $(88,682)Financing activities$(418,231) $377,410 $(398,001)Operating Activities2016Cash used for operating activities was $14.0 million in 2016 compared to $77.3 million of cash used for operating activities in 2015. Ourconsolidated net loss in 2016 and 2015 included non-cash items of $195.0 million and $700.7 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, loss on investments, equity in loss of nonconsolidatedaffiliates, (gain) loss on extinguishment of debt, and other reconciling items, net as presented on the face of the consolidated statement of cash flows. Thedecrease in cash used for operating activities is primarily attributed to changes in working capital balances, particularly accounts receivable, which weredriven primarily by improved collections. Cash paid for interest was $77.8 million higher in 2016 compared to the prior year due to the timing of accruedinterest payments and higher interest rates as a result of financing transactions.482015Cash 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.Investing Activities2016Cash provided by investing activities of $510.9 million in 2016 primarily reflected net cash proceeds from the sale of nine non-strategic outdoormarkets including Cleveland and Columbus, Ohio, Des Moines, Iowa, Ft. Smith, Arkansas, Memphis, Tennessee, Portland, Oregon, Reno, Nevada, Seattle,Washington and Wichita, Kansas of $592.3 million in cash and certain advertising assets in Florida, and the sale of our outdoor business in Australia for$195.7 million, net of cash retained by the purchaser and closing costs. Those sale proceeds were partially offset by $314.7 million used for capitalexpenditures. We spent $73.2 million for capital expenditures in our iHM segment primarily related to leasehold improvements and IT infrastructure, $81.4million in our Americas outdoor segment primarily related to the construction of new advertising structures such as digital displays, $143.8 million in ourInternational outdoor segment primarily related to street furniture advertising structures, $2.5 million in our Other category and $13.8 million by Corporateprimarily related to equipment and software. 2015Cash 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 $63.8 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, $2.0 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 $53.9 million for capitalexpenditures in our iHM segment primarily related to leasehold improvements and IT infrastructure, $109.7 million in our Americas outdoor segmentprimarily related to the construction of new advertising structures such as digital displays, $117.5 million in our International outdoor segment primarilyrelated to billboard and street furniture advertising structures, $2.2 million in our Other category, and $34.9 million by Corporate primarily related toequipment and software. 49Financing Activities2016Cash used for financing activities of $418.2 million in 2016 primarily resulted from the purchase of iHeartCommunications' 10.0% Senior Notesdue 2018 for an aggregate purchase price of $222.2 million, the payment at maturity of $192.9 million of 5.5% Senior Notes in December 2016, otherpayments on long-term debt and dividends paid to non-controlling interests, partially offset by net draws under iHeartCommunications' receivables basedcredit facility of $100.0 million.2015Cash 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 million topurchase 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 stockholders, 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 repayment ofthe full $247.0 million principal amount outstanding under iHeartCommunications' receivables-based credit facility, and the prepayment of $974.9 millionaggregate principal amount of the Term B facility due 2016 and $16.1 million aggregate principal amount of the Term loan C facility due 2016. In addition,during 2014, CC Finco repurchased $239.0 million aggregate principal amount of notes, for a total purchase price of $222.4 million, including accruedinterest.Anticipated Cash RequirementsOur primary sources of liquidity are cash on hand, cash flow from operations, borrowing capacity under iHeartCommunications' domesticreceivables based credit facility, subject to certain limitations contained in iHeartCommunications' material financing agreements and cash from liquidity-generating transactions. As of December 31, 2016, we had $845.0 million of cash on our balance sheet, including $542.0 million of cash held by oursubsidiary, CCOH. Included in the cash held by CCOH is $180.1 million of cash held outside the U.S. It is our policy to permanently reinvest the earnings ofour non-U.S. subsidiaries as these earnings are generally redeployed in those jurisdictions for operating needs and continued functioning of their businesses. We have the ability and intent to indefinitely reinvest the undistributed earnings of consolidated subsidiaries based outside of the United States. If anyexcess cash held by our foreign subsidiaries were needed to fund operations in the United States, we could presently repatriate available funds without arequirement to accrue or pay U.S. taxes. This is a result of significant deficits, as calculated for tax law purposes, in our foreign earnings and profits, whichgives us flexibility to make future cash distributions as non-taxable returns of capital. As of December 31, 2016, we had a borrowing base of $480.4 millionunder iHeartCommunications' receivables based credit facility, had $330.0 million of outstanding borrowings and had $36.8 million of outstanding letters ofcredit, resulting in $113.6 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.Since the beginning of 2016, we successfully completed several transactions that had a positive impact on our liquidity. In the first quarter of 2016,we received $196.3 million as a dividend from CCOH funded with the proceeds of the December 2015 issuance of 8.75% Senior Notes due 2020 by ClearChannel International B.V. (“CCIBV”), an indirect subsidiary of the Company and of CCOH, and $486.5 million as a dividend from CCOH ($186.5 millionnet of iHeartCommunications' concurrent repayment of the Revolving Promissory Note) funded with the proceeds of a $300.0 million repayment under theRevolving Promissory note and the sale of CCOH's outdoor business in non-strategic Americas outdoor markets. During the fourth quarter of 2016, CCOHsold its outdoor business in Australia for cash proceeds of $195.7 million, net of cash retained by the purchaser and closing costs and we incurred $100.0million of additional borrowings under our receivables based credit facility. On February 9, 2017, CCOH declared a special dividend of $282.5 million usinga portion of the proceeds from the sales of certain non-strategic U.S. outdoor markets and of our Australia outdoor business. We received on February 23,2017 89.9% of the dividend or approximately $254.050million, with the remaining 10.1% or approximately $28.5 million paid to public stockholders of CCOH. These transactions improved our liquidity positionin the short term. We are currently exploring, and expect to continue to explore, a variety of other transactions to provide us with additional liquidity. Wecannot assure you that we will enter into or consummate any such liquidity-generating transactions, or that such transactions will provide sufficient cash tosatisfy our liquidity needs, and any such transactions, if consummated, could adversely affect us in other ways. Future liquidity-generating transactions couldhave the effect of further increasing our annual cash interest payment obligations, reducing our cash flow from operations or reducing cash available forcapital expenditures and other business initiatives.Our primary uses of liquidity are to fund our working capital, debt service, capital expenditures and other obligations. At December 31, 2016, wehad debt maturities totaling $343.5 million, $559.1 million and $8,369.0 million in 2017, 2018 and 2019, respectively. On February 7, 2017, we exchanged$234.9 million of our 10.0% Senior Notes due 2018, net of $241.4 million of such notes held by our subsidiaries, for $234.9 million principal amount ofnewly-issued 11.25% Priority Guarantee Notes due 2021. A substantial amount of our cash requirements are for debt service obligations. During the yearended December 31, 2016, we spent $2,081.3 million of cash on payments of principal and interest on our debt, net of facility draws and proceeds received,compared to $1,219.5 million in the year ended December 31, 2015. We anticipate having approximately $1.7 billion of cash interest payment obligations in2017, compared to $1.8 billion of cash interest payments in 2016. Our significant interest payment obligations reduce our financial flexibility, make us morevulnerable to changes in operating performance and economic downturns, reduce our liquidity over time and could negatively affect iHeartCommunications'ability to obtain additional financing in the future. While we have been successful in accessing the capital markets on terms and in amounts adequate to refinance our indebtedness and meet ourliquidity needs in the past, there can be no assurance that refinancing alternatives will be available in sufficient amounts or on terms acceptable to us in thefuture due to market conditions, our financial condition, our liquidity constraints or other factors, many of which are beyond our control. Even if refinancingalternatives are available to us, we may not find them suitable or at comparable interest rates to the indebtedness being refinanced, and our annual cashinterest payment obligations could increase further. In addition, the terms of our existing or future debt agreements may restrict us from securing refinancingon terms that are available to us at that time. If we are unable to continue to obtain sources of refinancing or generate sufficient cash through our operationsand liquidity-generating transactions, we could face substantial liquidity problems, which could have a material adverse effect on our financial condition andon our ability to meet iHeartCommunications' obligations.On July 15, 2016, Broader Media, LLC, our indirect wholly-owned subsidiary, repurchased approximately $383.0 million aggregate principalamount of iHeartCommunications' 10.0% Senior Notes due 2018 for an aggregate purchase price of approximately $222.2 million. The repurchase effectivelyreduces the principal amount of our debt maturing in 2018 by $383.0 million and our consolidated annual cash interest obligations by $38.3 million,because principal and interest payments made to our wholly-owned subsidiary are eliminated in consolidation. On February 7, 2017, we completed anexchange offer of $476.4 million principal amount of our 10.0% Senior Notes due 2018 for $476.4 million principal amount of newly-issued 11.25% PriorityGuarantee Notes due 2021. Of the $476.4 million principal amount of 11.25% Priority Guarantee Notes due 2021 issued in the exchange offer, $241.4million principal amount was issued to subsidiaries of iHeartCommunications that exchanged 10.0% Senior Notes due 2018 in the exchange offer. We maymake additional repurchases of indebtedness of iHeartCommunications in the future. In addition, we frequently evaluate strategic opportunities both withinand outside our existing lines of business. We expect from time to time to pursue dispositions or acquisitions, which could be material. iHeartCommunications' and iHeartCommunications' subsidiaries’ significant amount of indebtedness may limit our ability to pursue dispositions oracquisitions. The terms of our existing or future debt agreements may also restrict our ability to engage in these transactions.On November 17, 2016, we incurred $100.0 million of additional borrowings under our receivables based credit facility, and as of December 31,2016, we had total outstanding borrowings of $330.0 million under this facility. Due to the seasonal variations in our business, we made a repayment of$25.0 million on January 31, 2017, and we expect our borrowing base and excess availability to decrease in the first quarter of 2017. As a result, we may berequired to repay an additional portion of our outstanding borrowings under this facility during the first quarter of 2017. The receivables based credit facilityhas a maturity date of December 24, 2017.During the second quarter of 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40):Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. This update provides U.S. GAAP guidance on management’sresponsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnotedisclosures. We adopted this standard for the year ended December 31, 2016. Under this standard, we are required to evaluate whether there is substantialdoubt about our ability to continue as a going concern each reporting period, including interim periods.In evaluating our ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt aboutour ability to continue as a going concern within 12 months after our financial statements were issued51(February 23, 2017). Management considered our current financial condition and liquidity sources, including current funds available, forecasted future cashflows and our conditional and unconditional obligations due before February 23, 2018. Our forecast of future cash flows indicates that such cash flows wouldnot be sufficient for us to meet our obligations, including payment of the outstanding receivables based credit facility balance at maturity, as they becomedue in the ordinary course of business for a period of 12 months following February 23, 2017. We plan to refinance or extend the receivables based creditfacility to a date at least 12 months after February 23, 2017 with terms similar to the facility's current terms.Management believes the refinancing or extension of the maturity of the receivables based credit facility is probable of being executed as we havesuccessfully extended the maturity date of this receivables based credit facility in the past, and the facility has a first-priority lien on the accounts receivableof iHeartCommunications and certain of its subsidiaries. Management's plan to refinance or extend the due date of the receivables based credit facility,combined with current funds and expected future cash flows, are considered to be sufficient to enable us to meet our obligations as they become due in theordinary course of business for a period of 12 months following the date these financial statements are issued. This belief assumes, among other things, thatwe will continue to be successful in implementing our business strategy and that there will be no material adverse developments in our business, liquidity orcapital requirements, which include promoting spending in our industries and capitalizing on our diverse geographic and product opportunities, includingthe continued investment in our media and entertainment initiatives and continued deployment of digital displays. There is no assurance we will be able toachieve our forecasted operating cash flows or that the receivables based credit facility will be extended in a timely manner or on terms acceptable to us, or atall. If one or more of these factors do not occur as expected, it could cause a default under one or more of the agreements governing our indebtedness. Inaddition to the transactions described above, we have from time to time been engaged in discussions with some of the holders of our indebtedness regardingproposed modifications to the terms of that indebtedness and other changes to our capital structure, but those discussions have not resulted in any agreementsto date. We have considered and will continue to evaluate potential transactions to improve our capital structure and address our liquidity constraints and wehave retained advisers to assist with the assessment of a potential debt restructuring transaction. See "-Potential Restructuring of Our Indebtedness." If ourfuture cash flows from operations, refinancing sources and liquidity-generating transactions are insufficient to service our debt or to fund our other liquidityneeds, and if we are unable to refinancing or extend the maturity of the receivables based credit facility or complete a debt restructuring transaction, we maybe forced to reduce or delay our business activities and capital expenditures, sell material assets, seek additional capital or be required to file for bankruptcycourt protection. 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.Except as set forth below under "-Non-Payment of $57.1 million of iHeartCommunications Legacy Notes Held by an Affiliate," we were incompliance with the covenants contained in iHeartCommunications' material financing agreements as of December 31, 2016, including the maximumconsolidated senior secured net debt to consolidated EBITDA limitation contained in iHeartCommunications' senior secured credit facilities. However, ourfuture results are subject to significant uncertainty and there can be no assurance that we will be able to maintain compliance with these covenants. Thesecovenants include a requirement in our senior secured credit facilities that we receive an opinion from our auditors in connection with our year-end audit thatis not subject to a "going concern" or like qualification or exception. Our ability to comply with these covenants in the future may be affected by eventsbeyond our control, including the uncertainties described above and prevailing economic, financial and industry conditions. The breach of any covenants setforth in iHeartCommunications' financing agreements would result in a default thereunder. An event of default would permit the lenders under a defaultedfinancing agreement to declare all indebtedness thereunder to be immediately due and payable. Moreover, the lenders under the receivables based creditfacility under iHeartCommunications' senior secured credit facilities would have the option to terminate their commitments to make further extensions ofcredit thereunder. If we are unable to repay iHeartCommunications' obligations under any secured credit facility, the lenders could proceed against any assetsthat were pledged to secure such facility. In addition, a default or acceleration under any of iHeartCommunications' material financing agreements couldcause a default under other of our obligations that are subject to cross-default and cross-acceleration provisions. The threshold amount for a cross-defaultunder the senior secured credit facilities and the indentures governing our outstanding bonds is $100.0 million. The default resulting from non-payment ofthe $57.1 million of 5.50% Senior Notes described below is below the $100.0 million cross-default threshold in iHeartCommunications' debt documents.Non-Payment of $57.1 Million of iHeartCommunications Legacy Notes Held by an AffiliateOur wholly-owned subsidiary, Clear Channel Holdings, Inc. ("CCH"), owns $57.1 million aggregate principal amount of our 5.50% Senior Notes due2016 (the "5.50% Senior Notes"). On December 9, 2016, a special committee of our independent directors decided to not repay the $57.1 million principalamount of the 5.50% Senior Notes held by CCH when the notes matured on December 15, 2016. On December 12, 2016, we informed CCH that we did notintend to repay the $57.1 million principal amount of the 5.50% Senior Notes held by CCH when the notes matured on December 15, 2016. CCH informed usthat, while it retains its right to exercise remedies under the indenture governing the 5.50% Senior Notes (the "legacy notes indenture") in the future, it doesnot currently intend to, and it does not currently intend to request that the trustee, seek to collect principal amounts due or exercise or request enforcement ofany remedy with respect to the nonpayment of such principal amount under the legacy52notes indenture. As a result, $57.1 million of the 5.50% Senior Notes remain outstanding. We repaid the other $192.9 million of 5.50% Senior Notes held byother holders, and we intend to continue to pay interest on the 5.50% Senior Notes held by CCH for so long as such notes continue to remain outstanding.For as long as we have at least $500 million of legacy notes outstanding, including the $57.1 million of 5.50% Senior Notes currently held by CCH,we will not have an obligation to grant certain additional security interests in favor of certain of our lenders and holders of our existing priority guaranteenotes or the holders of our legacy notes under the "springing lien" described in the agreements governing that indebtedness, and the limitations existing withrespect to the existing security interests will remain in place until up to 60 days following the date on which not more than $500 million aggregate principalamount of the legacy notes remain outstanding.Potential Restructuring of Our IndebtednessWe have been reviewing a number of potential alternatives regarding our outstanding indebtedness. These alternatives include refinancings,exchange offers, consent solicitations, the issuance of new indebtedness, amendments to the terms of our existing indebtedness and/or other transactions. Wemay enter into discussions with holders of our indebtedness with respect to these alternatives. Among these alternatives is a global restructuring that would,on a consensual basis, seek to modify the terms of substantially all of our outstanding indebtedness. We may offer to exchange the indebtedness under oursenior secured credit facilities, all of our priority guarantee notes, our legacy notes and/or our senior notes due 2021 for new debt and/or equity securities ofour parent and/or subsidiary companies. In conjunction with any such transactions, we may seek consents to amend the documents governing ourindebtedness to amend or eliminate certain covenants or collateral provisions.Because the terms of any such transactions will be subject to negotiations with the holders of our indebtedness, they may differ materially from thosedescribed above and are, to a large extent, outside of our control. There can be no assurance that we will be able to complete any such transactions, and, as nodecision with respect to the terms of any such transactions has been made, we may decide not to pursue any such transactions. If we are unable to completeany such transactions, we may be required to file for bankruptcy court protection.Although we will continue to have a substantial amount of indebtedness outstanding even if we are able to consummate a restructuring of ourindebtedness, we believe that such a restructuring would benefit our stakeholders by significantly improving our capital structure and preventing us fromhaving to file for bankruptcy. A bankruptcy filing could be more costly than a restructuring of our indebtedness and could significantly damage our keyassets including our relationships with advertisers, consumers, business partners, suppliers, customers and creditors, and significantly harm our brand.53Sources of CapitalAs of December 31, 2016 and 2015, we had the following debt outstanding, net of cash and cash equivalents: December 31,(In millions)2016 2015Senior Secured Credit Facilities: Term Loan D Facility Due 2019$5,000.0 $5,000.0Term Loan E Facility Due 20191,300.0 1,300.0Receivables Based Credit Facility Due 2017(1)330.0 230.09.0% Priority Guarantee Notes Due 20191,999.8 1,999.89.0% Priority Guarantee Notes Due 20211,750.0 1,750.011.25% Priority Guarantee Notes Due 2021(2)575.0 575.09.0% Priority Guarantee Notes Due 20221,000.0 1,000.010.625% Priority Guarantee Notes Due 2023950.0 950.0Subsidiary Revolving Credit Facility due 2018(3)— —Other Secured Subsidiary Debt21.0 25.2Total Secured Debt$12,925.8 $12,830.0 14.0% Senior Notes Due 20211,729.2 1,695.1iHeartCommunications Legacy Notes: 5.5% Senior Notes Due 2016(4)— 192.96.875% Senior Notes Due 2018175.0 175.07.25% Senior Notes Due 2027300.0 300.010.0% Senior Notes Due 2018(2)347.0 730.0Subsidiary Senior Notes: 6.5% Series A Senior Notes Due 2022735.8 735.86.5% Series B Senior Notes Due 20221,989.2 1,989.2Subsidiary Senior Subordinated Notes: 7.625% Series A Senior Notes Due 2020275.0 275.07.625% Series B Senior Notes Due 20201,925.0 1,925.0Subsidiary 8.75% Senior Notes due 2020225.0 225.0Other Subsidiary Debt28.0 0.2Purchase accounting adjustments and original issue discount(167.0) (204.6)Long-term debt fees(123.0) (148.0)Total Debt$20,365.0 $20,720.6Less: Cash and cash equivalents845.0 772.7 $19,520.0 $19,947.9(1)The receivables based credit facility provides for borrowings of up to the lesser of $535.0 million (the revolving credit commitment) or theborrowing base amount, as defined under the receivables based credit facility, subject to certain limitations contained in iHeartCommunications'material financing agreements. As of December 31, 2016, we had $113.6 million of availability under the receivables based credit facility.(2)On July 15, 2016, Broader Media, LLC, our indirect wholly-owned subsidiary, repurchased approximately $383.0 million aggregate principalamount of iHeartCommunications' 10.0% Senior Notes due 2018 for an aggregate purchase price of approximately $222.2 million. On February 7,2017, we completed an exchange offer of $476.4 million principal amount of our 10.0% Senior Notes due 2018 for $476.4 million principal amountof newly-issued 11.25% Priority Guarantee Notes due 2021, which were issued as “additional notes” under the indenture governing the 11.25%Priority Guarantee Notes due 2021. Of the $476.4 million principal amount of 11.25% Priority Guarantee Notes due 2021 issued in the exchangeoffer, $241.4 million principal amount was issued to subsidiaries of iHeartCommunications that exchanged 10.0% Senior Notes due 2018 in theexchange offer.54(3)The subsidiary revolving credit facility provides for borrowings of up to $75.0 million (the revolving credit commitment).(4)In December 2016, iHeartCommunications repaid at maturity $192.9 million of 5.5% Senior Notes due 2016 and did not pay $57.1 million of thenotes held by a subsidiary of the Company. The $57.1 million of aggregate principal amount remains outstanding and is eliminated for purposes ofconsolidation of the Company’s financial statements.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 covenants contained iniHeartCommunications' debt agreements. These transactions, if any, will depend on prevailing market conditions, our liquidity requirements, contractualrestrictions and other factors. The amounts involved may be material.On October 4, 2016, iHeartCommunications announced the successful completion of the solicitation of consents (the “Consent Solicitation”) fromholders of its outstanding Senior Notes due 2021 (the “2021 Notes”) to an amendment to the indenture governing the 2021 Notes (the “2021 NotesIndenture”) to increase the aggregate principal amount of indebtedness under Credit Facilities (as defined in the 2021 Notes Indenture) permitted to beincurred under Section 4.09(b)(1) of the 2021 Notes Indenture by $500.0 million to $17.3 billion. iHeartCommunications paid an aggregate consent fee of$8.6 million to holders of the 2021 Notes that consented to the amendment in accordance with the terms of the Consent Solicitation.On December 12, 2016, iHeartCommunications announced the results and expiration of the six separate consent solicitations (the "ConsentSolicitations") with respect to its 2021 Notes and its five series of priority guarantee notes. Holders of 2021 Notes representing approximately 81.5% of theoutstanding principal amount of the 2021 Notes (excluding any 2021 Notes held by the Company or its affiliates), consented to the proposed amendment(the "Proposed Amendment") to Section 9.07 of the indenture governing the 2021 Notes Indenture. The Proposed Amendment allows the Company toexclude, in any offer to consent, waive or amend any of the terms or provisions of the 2021 Notes Indenture or the Senior Notes in connection with anexchange offer, any holders of Notes who are not institutional “accredited investors,” who are not non-“U.S. persons”, or those in foreign jurisdictions whoseinclusion would require the Company to comply with the registration requirements or other similar requirements under any securities laws of such foreignjurisdiction or would be unlawful. iHeartCommunications paid an aggregate consent fee of $1.7 million to holders of the 2021 Notes that consented to theamendment in accordance with the terms of the Consent Solicitation and will pay a contingent fee of $2.6 million to such holders upon the completion of anexchange offer in which the Company relies on the changes effected by the Proposed Amendment.iHeartCommunications also announced the expiration of its consent solicitations with respect to its five series of priority guarantee notes. BecauseiHeartCommunications did not receive consents from holders representing a majority of the aggregate principal amount of each of its five series of priorityguarantee notes outstanding, the Proposed Amendment was not effected with respect to the priority guarantee notes and no fixed fee or contingent fee will bepaid to holders of such notes.Senior Secured Credit FacilitiesAs of December 31, 2016, 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 forma consolidatedEBITDA (as calculated in the manner provided in the senior secured credit facilities documentation), over (y) $1.5 billion, plus (c) the aggregate amount ofcertain principal prepayments made in respect of the term loans under the senior secured credit facilities. Availability of such incremental term loans issubject, among other things, to the absence of any default, pro forma compliance with the financial covenant and the receipt of commitments by existing oradditional lenders.iHeartCommunications is the primary borrower under the senior secured credit facilities, and certain of its domestic restricted subsidiaries are co-borrowers under a portion of the term loan facilities.55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' annualexcess cash flow (as calculated in accordance with the senior secured credit facilities), less any voluntary prepayments of term loans and subjectto 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.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.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 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 iHeartCommunications' legacy notes;•certain assets that do not constitute “principal property” (as defined in the indenture governing iHeartCommunications' legacy notes);•certain specified assets of iHeartCommunications and the guarantors that constitute “principal property” (as defined in the indenture governingiHeartCommunications' legacy notes) securing obligations under the senior secured credit facilities up to the maximum amount permitted to besecured by such assets without requiring equal and ratable security under the indenture governing iHeartCommunications' legacy notes; and56•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, 2016: Four Quarters Ended(In Millions)December 31, 2016Consolidated EBITDA (as defined by iHeartCommunications' senior secured credit facilities)$1,844.9Less adjustments to consolidated EBITDA (as defined by iHeartCommunications' senior secured credit facilities):Costs incurred in connection with the closure and/or consolidation of facilities, retention charges, consulting fees andother permitted activities(34.6)Extraordinary, non-recurring or unusual gains or losses or expenses and severance (as referenced in the definition ofconsolidated EBITDA in iHeartCommunications' senior secured credit facilities)(42.9)Non-cash charges(8.2)Other items45.5Less: Depreciation and amortization, Impairment charges, Other operating income (expense), net, and Share-basedcompensation expense(300.0)Operating income1,504.7Plus: Depreciation and amortization, Impairment charges, Gain (loss) on disposal of operating and fixed assets, and Share-based compensation expense290.6Less: Interest expense(1,850.0)Less: Current income tax expense(47.7)Plus: Other income (expense), net(73.1)Adjustments to reconcile consolidated net loss to net cash provided by operating activities (including Provision for doubtfulaccounts, Amortization of deferred financing charges and note discounts, net and Other reconciling items, net)130.5Change in assets and liabilities, net of assets acquired and liabilities assumed31.0Net cash used for operating activities$(14.0)The maximum ratio permitted under this financial covenant for the four quarters ended December 31, 2016 was 8.75:1. At December 31, 2016, theratio was 6.6:1.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;57•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 FacilityOn November 17, 2016, we incurred $100.0 million of additional borrowings under our receivables based credit facility. As of December 31, 2016,there was $330.0 million aggregate principal amount outstanding under iHeartCommunications' receivables based credit facility. On January 31, 2017,iHeartCommunications prepaid $25.0 million of the amount borrowed under its receivables based credit facility, bringing its total outstanding borrowingsunder this facility to $305.0 million.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, 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 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, which is December 24, 2017.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.58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' 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, 2016, iHeartCommunications had outstanding $2.0 billion aggregate principal amount of 9.0% priority guarantee notes due2019 (the “9.0% Priority Guarantee Notes due 2019”).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. The 9.0% Priority Guarantee Notes due 2019 are iHeartCommunications' senior obligations and are fullyand unconditionally guaranteed, jointly and severally, on a senior basis by the guarantors named in the indenture. The 9.0% Priority Guarantee Notes due2019 and the guarantors’ obligations under the guarantees are secured by (i) a lien on (a) the capital stock of iHeartCommunications and (b) certain propertyand related assets that do not constitute “principal property” (as defined in the indenture governing certain Legacy Notes of iHeartCommunications), in eachcase equal in priority to the liens securing the obligations under iHeartCommunications' senior secured credit facilities, the 9.0% Priority Guarantee Notesdue 2021, the 11.25% Priority Guarantee Notes due 2021, 9.0% Priority Guarantee Notes due 2022 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 facilityjunior in priority to the lien securing iHeartCommunications' obligations thereunder, subject to certain exceptions. In addition to the collateral granted tosecure 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 anagreement with the administrative agent for the lenders under the senior secured credit facilities to turn over to the trustee under the 9.0% Priority GuaranteeNotes due 2019, for the benefit of the holders of the 9.0% Priority Guarantee Notes due 2019, a pro rata share of any recovery received on account of theprincipal properties, subject to certain terms and conditions.iHeartCommunications may redeem the 9.0% Priority Guarantee Notes due 2019, in whole or in part, at the redemption prices set forth in theindenture plus accrued and unpaid interest to the redemption date.59The indenture governing the 9.0% Priority Guarantee Notes due 2019 contains covenants that limit iHeartCommunications' ability and the ability ofits restricted 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) modify any of iHeartCommunications' existing senior notes; (iv) transfer or sell assets; (v) engage in certain transactions withaffiliates; (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 their 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, 2016, 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. The 9.0% Priority Guarantee Notes due 2021 are iHeartCommunications' senior obligations and are fullyand unconditionally guaranteed, jointly and severally, on a senior basis by the guarantors named in the indenture. The 9.0% Priority Guarantee Notes due2021 and the guarantors’ obligations under the guarantees are secured by (i) a lien on (a) the capital stock of iHeartCommunications and (b) certain propertyand related assets that do not constitute “principal property” (as defined in the indenture governing certain Legacy Notes of iHeartCommunications), in eachcase equal in priority to the liens securing the obligations under iHeartCommunications' senior secured credit facilities, the 9.0% Priority Guarantee Notesdue 2019, the 11.25% Priority Guarantee Notes due 2021, the 9.0% Priority Guarantee Notes due 2022 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 facilityjunior in priority to the lien securing iHeartCommunications' obligations thereunder, subject to certain exceptions.iHeartCommunications may redeem the 9.0% Priority Guarantee Notes due 2021, in whole or part, at the redemption prices set forth in the indentureplus accrued and unpaid interest to the redemption date.The indenture governing the 9.0% Priority Guarantee Notes due 2021 contains covenants that limit iHeartCommunications' ability and the ability ofits restricted 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) modify any of iHeartCommunications' existing senior notes; (iv) transfer or sell assets; (v) engage in certain transactions withaffiliates; (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 their 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, 2016, iHeartCommunications had outstanding $575.0 million aggregate principal amount of 11.25% Priority Guarantee Notesdue 2021 (the “11.25% Priority Guarantee Notes due 2021”). On February 7, 2017, we completed an exchange offer of $476.4 million principal amount ofour 10.0% Senior Notes due 2018 for $476.4 million principal amount of newly-issued 11.25% Priority Guarantee Notes due 2021, which were issued as“additional notes” under the indenture governing the 11.25% Priority Guarantee Notes due 2021. Of the $476.4 million principal amount of 11.25% PriorityGuarantee Notes due 2021 issued in the exchange offer, $241.4 million principal amount was issued to subsidiaries of iHeartCommunications that exchanged10.0% Senior Notes due 2018 in the exchange offer.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 inarrears on March 1 and September 1 of each year. The 11.25% Priority Guarantee Notes due 2021 are iHeartCommunications' senior obligations and are fullyand unconditionally guaranteed, jointly and severally, on a senior basis by the guarantors named in the indenture governing such notes. The 11.25% PriorityGuarantee Notes due 2021 and the guarantors’ obligations under the guarantees 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 ofiHeartCommunications), in each case equal in priority to the liens securing the obligations under iHeartCommunications' senior secured credit facilities, the9.0% Priority Guarantee Notes due 2019, the 9.0% Priority Guarantee Notes due 2021, the 9.0% Priority Guarantee Notes due 2022 and the 10.625% PriorityGuarantee 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 lien securing iHeartCommunications' obligations thereunder, subject to certain exceptions.60iHeartCommunications may redeem the 11.25% Priority Guarantee Notes due 2021, in whole or in part, at the redemption prices set forth in theindenture plus accrued and unpaid interest to the redemption date.The indenture governing the 11.25% 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 their 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 11.25% Priority Guarantee Notes due 2021. The indenture alsoprovides for customary events of default.9.0% Priority Guarantee Notes due 2022As of December 31, 2016, 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. The 9.0% Priority Guarantee Notes due 2022 are iHeartCommunications senior obligations and are fullyand unconditionally guaranteed, jointly and severally, on a senior basis by the guarantors named in the indenture. The 9.0% Priority Guarantee Notes due2022 and the guarantors’ obligations under the guarantees are secured by (i) a lien on (a) the capital stock of iHeartCommunications and (b) certain propertyand related assets that do not constitute “principal property” (as defined in the indenture governing certain Legacy Notes of iHeartCommunications), in eachcase equal in priority to the liens securing the obligations under iHeartCommunications' senior secured credit facilities, the 9.0% Priority Guarantee Notesdue 2019, the 9.0% Priority Guarantee 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 facilityjunior in priority to the lien securing 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 ability ofits restricted 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) modify any of iHeartCommunications' existing senior notes; (iv) transfer or sell assets; (v) engage in certain transactions withaffiliates; (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 their 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 2023As of December 31, 2016, 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. The 10.625% Priority Guarantee Notes due 2023 are iHeartCommunications' senior obligations andare fully and unconditionally guaranteed, jointly and severally, on a senior basis by the guarantors named in the indenture. The 10.625% Priority GuaranteeNotes due 2023 and the guarantors’ obligations under the guarantees are secured by (i) a lien on (a) the capital stock of iHeartCommunications and (b) certainproperty and related61assets that do not constitute “principal property” (as defined in the indenture governing certain Legacy Notes of iHeartCommunications), in each case equalin priority to the liens securing the obligations under iHeartCommunications' senior secured credit facilities, the 9.0% Priority Guarantee Notes due 2019, the9.0% Priority Guarantee Notes due 2021, the 11.25% Priority Guarantee Notes due 2021 and the 9.0% Priority Guarantee Notes due 2022, subject to certainexceptions, and (ii) a lien on the accounts receivable and related assets securing iHeartCommunications' receivables based credit facility junior in priority tothe lien securing iHeartCommunications' obligations thereunder, subject to certain 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 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 their restricted subsidiaries to, among other things: (i) create liens on assets and (ii) materially impair the value of the securityinterests taken with respect to the collateral for the benefit of the notes collateral agent 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, 2016, there were no amounts outstanding under the revolving credit facility, and $65.4 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, 2016.14.0% Senior Notes due 2021As of December 31, 2016, iHeartCommunications had outstanding approximately $1.7 billion of aggregate principal amount of 14.0% Senior Notesdue 2021 (net of $440.6 million principal amount held by a subsidiary of iHeartCommunications).On October 4, 2016, iHeartCommunications announced the successful completion of the solicitation of consents (the "Consent Solicitation") fromholders of its outstanding Senior Notes due 2021 (the "2021 Notes") to an amendment to the indenture governing the 2021 Notes (the "2021 NotesIndenture") to increase the aggregate principal amount of indebtedness under Credit Facilities (as defined in the 2021 Notes Indenture) permitted to beincurred under Section 4.09(b)(1) of the 2021 Notes Indenture by $500.0 million to $17.3 billion. iHeartCommunications paid an aggregate consent fee of$8.6 million to holders of the 2021 Notes that consented to the amendment in accordance with the terms of the Consent Solicitation.On December 12, 2016, iHeartCommunications announced the results and expiration of the six separate consent solicitations (the "ConsentSolicitations") with respect to its 2021 Notes and its five series of priority guarantee notes. Holders of 2021 Notes representing approximately 81.5% of theoutstanding principal amount of the 2021 Notes (excluding any 2021 Notes held by the Company or its affiliates), consented to the proposed amendment(the "Proposed Amendment") to Section 9.07 of the indenture governing the 2021 Notes Indenture. The Proposed Amendment allows the Company toexclude, in any offer to consent, waive or amend any of the terms or provisions of the 2021 Notes Indenture or the Senior Notes in connection with anexchange offer, any holders of Notes who are not institutional "accredited investors," who are not non-"U.S. persons", or those in foreign jurisdictions whoseinclusion would require the Company to comply with the registration requirements or other similar requirements under any securities laws of such foreignjurisdiction or would be unlawful. iHeartCommunications paid an aggregate consent fee of $1.7 million to holders of the 2021 Notes that consented to theamendment in accordance with the terms of the Consent Solicitation62and will pay a contingent fee of $2.6 million to such holders upon the completion of an exchange offer in which the Company relies on the changes effectedby the Proposed Amendment.The 14% Senior Notes due 2021 mature on February 1, 2021. Interest on the 14% Senior Notes due 2021 is payable semi-annually on February 1and August 1 of each year. Interest on the 14% Senior Notes due 2021 will be paid at the rate of (i) 12.0% per annum in cash and (ii) 2.0% per annum throughthe issuance of payment-in-kind notes (the “PIK Notes”). Any PIK Notes issued in certificated form will be dated as of the applicable interest payment dateand 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 as the 14% SeniorNotes due 2021. Beginning with the interest payment due August 1, 2018 and continuing on each interest payment date thereafter, redemptions of a portionof the principal amount then outstanding will become due for purposes of applicable high yield discount obligation (“AHYDO”) catch-up payments.The 14% Senior Notes due 2021 are fully and unconditionally guaranteed on a senior basis by the guarantors named in the indenture governingsuch notes. The guarantee is structurally subordinated to all existing and future indebtedness and other liabilities of any subsidiary of the applicablesubsidiary guarantor that is not also a guarantor of the Senior Notes due 2021. The guarantees are subordinated to the guarantees of iHeartCommunications'senior secured credit facility and certain other permitted debt, but rank equal to all other senior indebtedness of the guarantors.iHeartCommunications may redeem the 14% Senior Notes due 2021, in whole or in part at the redemption prices set forth in the indenture plusaccrued and unpaid interest to the redemption date.The indenture governing the 14% Senior Notes due 2021 contains covenants that limit iHeartCommunications' ability and the ability of itsrestricted subsidiaries to, among other things: (i) incur additional indebtedness or issue certain preferred stock; (ii) pay dividends on, or make distributions inrespect of, iHeartCommunications' capital stock or repurchase iHeartCommunications' capital stock; (iii) make certain investments or other restrictedpayments; (iv) sell certain assets; (v) create liens or use assets as security in other transactions; (vi) merge, consolidate or transfer or dispose of substantiallyall of iHeartCommunications' assets; (vii) engage in transactions with affiliates; and (viii) designate iHeartCommunications' subsidiaries as unrestrictedsubsidiaries.iHeartCommunications Legacy NotesAs of December 31, 2016, iHeartCommunications had approximately $475.0 million aggregate principal amount of senior notes outstanding (net of$57.1 million aggregate principal amount held by a subsidiary of iHeartCommunications). In December 2016, iHeartCommunications repaid at maturity$192.9 million of 5.5% Senior Notes due 2016 and did not pay $57.1 million of the notes held by a subsidiary of iHeartCommunications. Although the non-payment of the $57.1 million of 5.50% Senior Notes due 2016 is a default under the indenture governing the 5.50% Senior Notes due 2016 (the “legacynotes indenture”), the subsidiary that holds the notes informed us that, while it retains its right to exercise remedies under the legacy notes indenture in thefuture, it does not currently intend to, and it does not currently intend to request that the trustee, seek to collect principal amounts due or exercise or requestenforcement of any remedy with respect to the nonpayment of such principal amount under the legacy notes indenture. The default resulting from non-payment of the $57.1 million of 5.50% Senior Notes is below the $100.0 million cross-default threshold in iHeartCommunications' debt documents. See “-Non-Payment of $57.1 Million of iHeartCommunications Legacy Notes Held by an Affiliate.” The $57.1 million of aggregate principal amount remainsoutstanding and is eliminated for purposes of consolidation of in our financial statements.The senior notes were the obligations of iHeartCommunications prior to the merger in 2008. The senior notes are senior, unsecured obligations thatare effectively 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 2018As of December 31, 2016, iHeartCommunications had outstanding $347.0 million aggregate principal amount of 10.0% Senior Notes due 2018 (netof $503.0 million aggregate principal amount held by certain subsidiaries of iHeartCommunications). On February 7, 2017, we completed an exchange offerof $476.4 million principal amount of our 10.0% Senior Notes due 2018 for $476.4 million principal amount of newly-issued 11.25% Priority GuaranteeNotes due 2021, which were issued as “additional notes” under the indenture governing the 11.25% Priority Guarantee Notes due 2021. Of the $476.4million principal amount of 10.0% Senior Notes due 2018 tendered and accepted for exchange, $241.4 million principal amount was tendered bysubsidiaries of iHeartCommunications. After giving effect to the exchange offer, iHeartCommunications had outstanding $112.1 million63aggregate principal amount of 10.0% Senior Notes due 2018 (net of $261.5 million aggregate principal amount held by certain subsidiaries ofiHeartCommunications). The 10.0% Senior Notes due 2018 mature on January 15, 2018 and bear interest at a rate of 10.0% per annum, payable semi-annually on January 15 and July 15 of each year.The 10.0% Senior Notes due 2018 are senior, unsecured obligations that are effectively subordinated to iHeartCommunications' securedindebtedness to the extent 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 10.0% SeniorNotes due 2018 rank equally in right of payment with all of iHeartCommunications' existing and future senior indebtedness and senior in right of payment toall existing and future subordinated indebtedness.CCWH Senior NotesAs of December 31, 2016, 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.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. Notwithstanding the foregoing, neither CCOH nor any of its subsidiaries ispermitted to make any purchase of, or otherwise effectively cancel or retire any Series A CCWH Senior Notes or Series B CCWH Senior Notes if, after givingeffect thereto and, if applicable, any concurrent purchase of or other addition with respect to any Series B CCWH Senior Notes or Series A CCWH SeniorNotes, as applicable, the ratio of (a) the outstanding aggregate principal amount of the Series A CCWH Senior Notes to (b) the outstanding aggregateprincipal amount of the Series B CCWH Senior Notes shall be greater than 0.25, subject to certain exceptions.The indenture governing the Series A CCWH Senior Notes contains covenants that limit CCOH and its restricted subsidiaries ability to, among otherthings:•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;64•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. Because our consolidated leverage ratio exceeded the limit in the incurrence tests described above, we arenot currently permitted to incur additional indebtedness using the incurrence test in the Series A CCWH Senior Notes indenture and the Series B CCWHSenior Notes indenture, and we are not currently permitted to pay dividends from the proceeds of indebtedness or the excess proceeds from asset sales underthe Series B CCWH Senior Notes indenture. There are other exceptions in these indentures that allow us to incur additional indebtedness and pay dividends.The exceptions in the Series B CCWH Senior Notes indenture that allow us to pay dividends include (i) $525.0 million of dividends made pursuant togeneral restricted payment baskets and (ii) dividends made using proceeds received upon a demand by us of amounts outstanding under the revolvingpromissory note issued by iHeartCommunications to CCOH.CCWH Senior Subordinated NotesAs of December 31, 2016, 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.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, including the CCWH Senior Notes, equally with any of CCWH’sexisting and future senior subordinated debt and ahead of all of CCWH’s existing and future debt that expressly provides that it is subordinated to the CCWHSubordinated Notes. The guarantees of the CCWH Subordinated Notes rank junior to each guarantor’s existing and future senior debt, including the CCWHSenior Notes, equally with each guarantor’s existing and future senior subordinated debt and ahead of each guarantor’s existing and future debt thatexpressly provides that it is subordinated to the guarantees of the CCWH Subordinated Notes.CCWH may redeem the CCWH Subordinated Notes, in whole or in part, at the redemption prices set forth in the applicable indenture governing theCCWH Subordinated Notes plus accrued and unpaid interest to the redemption date. Neither CCOH nor any of its subsidiaries is permitted to make anypurchase of, or otherwise effectively cancel or retire any Series A CCWH Subordinated Notes or Series B CCWH Subordinated Notes if, after giving effectthereto and, if applicable, any concurrent purchase of or other addition with respect to any Series B CCWH Subordinated Notes or Series A CCWHSubordinated Notes, as applicable, the ratio of (a) the outstanding aggregate principal amount of the Series A CCWH Subordinated Notes to (b) theoutstanding aggregate principal amount 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;65•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 ratio (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 sales if its debt to adjusted EBITDA ratio (as defined by the indentures) is lower than 7.0:1. The Series A CCWHSenior Subordinated Notes indenture does not limit CCOH’s ability to pay dividends. Because our consolidated leverage ratio exceeded the limit in theincurrence tests described above, we are not currently permitted to incur additional indebtedness using the incurrence test in the Series A CCWHSubordinated Notes indenture and the Series B CCWH Subordinated Notes indenture, and we are not currently permitted to pay dividends from the proceedsof indebtedness or the excess proceeds from asset sales under the Series B CCWH Subordinated Notes indenture. There are other exceptions in theseindentures that allow us to incur additional indebtedness and pay dividends. The exceptions in the Series B CCWH Subordinated Notes indenture that allowus to pay dividends include (i) $525.0 million of dividends made pursuant to general restricted payment baskets and (ii) dividends made using proceedsreceived upon a demand by us of amounts outstanding under the revolving promissory note issued by iHeartCommunications to CCOH.Clear Channel International B.V. Senior NotesAs of December 31, 2016, 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. The CCIBV Senior Notes are guaranteed by certain of our International outdoor business’s existing and future subsidiaries.The Company does not guarantee or otherwise assume any liability for the CCIBV Senior Notes. The notes are senior unsecured obligations that rank paripassu in right of payment to all unsubordinated indebtedness of CCIBV, and the guarantees of the notes are senior unsecured obligations that rank pari passuin 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.66At any time on or before December 15, 2017, Clear Channel International B.V. may elect to redeem up to 40% of the aggregate principal amount of the notesat a redemption price equal to 108.75% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of oneor 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 Transactions2016 Refinancing and Financing TransactionsOn July 15, 2016, Broader Media, LLC, our indirect wholly-owned subsidiary, repurchased approximately $383.0 million aggregate principalamount of iHeartCommunications' 10.0% Senior Notes due 2018 for an aggregate purchase price of approximately $222.2 million. Principal and interestpayments made to our wholly-owned subsidiary are eliminated in consolidation.On November 17, 2016, iHeartCommunications incurred $100.0 million of additional borrowings under its receivables based credit facility,bringing its total outstanding borrowings under this facility to $330.0 million. On January 31, 2017, iHeartCommunications prepaid $25.0 million of theamount borrowed under its receivables based credit facility, bringing its total outstanding borrowings under this facility to $305.0 million.On December 20, 2016, iHeartCommunications commenced an offer to noteholders to exchange its 10.0% Senior Notes due 2018 for newly-issued11.25% Priority Guarantee Notes which were issued as “additional notes” under the indenture governing iHeartCommunications' existing 11.25% PriorityGuarantee Notes due 2021. On February 7, 2017, we completed the exchange offer and issued $476.4 million aggregate principal amount of 11.25% PriorityGuarantee Notes due 2021 (including $241.4 million aggregate principal amount to certain subsidiaries of iHeartCommunications) to tendering holders inexchange for their $476.4 million principal amount of our 10.0% Senior Notes due 2018.2015 Refinancing and Financing TransactionsOn February 26, 2015, iHeartCommunications issued at par $950.0 million aggregate principal amount of 10.625% Priority Guarantee Notes due2023 and used the net proceeds from the offering primarily to prepay its term loan facilities due 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.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. 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.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 2015.67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.Dispositions and Other2016In the first quarter of 2016, Americas outdoor sold 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 net proceeds of $592.3 million in cashand certain advertising assets in Florida. We recognized a net gain of $278.3 million related to the sale, which is included within Other operating income(expense), net.In the second quarter of 2016, International outdoor sold its business in Turkey. As a result, we recognized a net loss of $56.6 million, whichincludes $32.2 million in cumulative translation adjustments that were recognized upon sale of the subsidiaries in Turkey.In the fourth quarter of 2016, International outdoor sold its business in Australia, for cash proceeds of $195.7 million, net of cash retained by thepurchaser and closing costs. As a result, we recognized a net gain of $127.6 million, which is net of $14.6 million in cumulative translation adjustments thatwere recognized upon the sale of our outdoor business in Australia.2015During 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.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.68Uses of CapitalDebt Repurchases, Maturities and Other2016On July 15, 2016, Broader Media, LLC, our indirect wholly-owned subsidiary, repurchased approximately $383.0 million aggregate principalamount of iHeartCommunications' 10.0% Senior Notes due 2018 for an aggregate purchase price of approximately $222.2 million. Principal and interestpayments made to our wholly-owned subsidiary are eliminated in consolidation.On October 4, 2016, iHeartCommunications announced the successful completion of the solicitation of consents (the “Consent Solicitation”) fromholders of its outstanding Senior Notes due 2021 (the “2021 Notes”) to an amendment to the indenture governing the 2021 Notes (the “2021 NotesIndenture”) to increase the aggregate principal amount of indebtedness under Credit Facilities (as defined in the 2021 Notes Indenture) permitted to beincurred under Section 4.09(b)(1) of the indenture by $500.0 million to $17.3 billion. iHeartCommunications paid an aggregate consent fee of $8.6 millionto holders of the 2021 Notes that consented to the amendment in accordance with the terms of the Consent Solicitation.On December 12, 2016, iHeartCommunications announced the results and expiration of the six separate consent solicitations (the "ConsentSolicitations") with respect to its 2021 Notes and its five series of priority guarantee notes. Holders of 2021 Notes representing approximately 81.5% of theoutstanding principal amount of the 2021 Notes (excluding any 2021 Notes held by the Company or its affiliates), consented to the proposed amendment(the "Proposed Amendment") to Section 9.07 of the indenture governing the 2021 Notes Indenture. The Proposed Amendment allows the Company toexclude, in any offer to consent, waive or amend any of the terms or provisions of the 2021 Notes Indenture or the Senior Notes in connection with anexchange offer, any holders of Notes who are not institutional “accredited investors,” who are not non-“U.S. persons”, or those in foreign jurisdictions whoseinclusion would require the Company to comply with the registration requirements or other similar requirements under any securities laws of such foreignjurisdiction or would be unlawful. iHeartCommunications paid an aggregate consent fee of $1.7 million to holders of the 2021 Notes that consented to theamendment in accordance with the terms of the Consent Solicitation and will pay a contingent fee of $2.6 million to such holders upon the completion of anexchange offer in which the Company relies on the changes effected by the Proposed Amendment.iHeartCommunications also announced the expiration of its consent solicitations with respect to its five series of priority guarantee notes. BecauseiHeartCommunications did not receive consents from holders representing a majority of the aggregate principal amount of each of its five series of priorityguarantee notes outstanding, the Proposed Amendment was not effected with respect to the priority guarantee notes and no fixed fee or contingent fee will bepaid to holders of such notes.In December 2016, iHeartCommunications repaid at maturity $192.9 million of 5.5% Senior Notes due 2016 and did not pay $57.1 million of thenotes held by a subsidiary of the Company. See "- Non-Payment of $57.1 Million of iHeartCommunications Legacy Notes Held by an Affiliate." The $57.1million of aggregate principal amount remains outstanding and is eliminated for purposes of consolidation of the Company’s financial statements.2015On February 26, 2015, iHeartCommunications prepaid at par $916.1 million of loans outstanding under its term loan B facility and $15.2 million ofloans 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 issued onsuch 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.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 on suchdate.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 such date.69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 canceled these notes subsequent to the purchase.Capital ExpendituresCapital expenditures for the years ended December 31, 2016, 2015 and 2014 were as follows:(In millions)Years Ended December 31, 2016 2015 2014iHM73.2 63.8 53.9Americas outdoor advertising81.4 82.2 109.7International outdoor advertising143.8 132.6 117.5Corporate and Other16.3 17.8 37.1Total capital expenditures314.7 296.4 318.2See 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.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.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.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.70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 could 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 $20.4 million. OnApril 2, 2015, CC Finco purchased an additional 2,172,946 shares of CCOH's Class A common stock for $22.2 million. As a result of this purchase, the stockpurchase program concluded. The purchase of shares in excess of the amount available under the stock purchase program was separately approved by theboard of directors. As of December 31, 2016, iHeartCommunications' and its subsidiaries held 10,726,917 shares of CCOH's Class A Common Stock and all ofCCOH's Class B common stock, which collectively represent 89.9% of the outstanding shares of CCOH's common stock on a fully-diluted basis, assumingthe conversion of all of CCOH's Class B common stock into Class A common stock.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, 2016, 2015 and 2014, we recognized management fees and reimbursableexpenses of $15.3 million, $15.4 million and $15.2 million, respectively.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, 2016, the balance of the Note was $885.7 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 Note as long as CCOHmakes 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 $2171million with cash on hand, which reduced the amount of cash available to fund our working capital needs, debt service obligations and other obligations.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 approximately$196.3 million of the dividend through three of our wholly-owned subsidiaries, and approximately $21.5 million was paid to the public stockholders ofCCOH.In the first quarter of 2016, CCOH sold non-strategic Americas outdoor markets for an aggregate purchase price of approximately $592.3 million incash 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 approximately $486.5 million of the dividend proceeds ($186.5 million net ofiHeartCommunications' repayment of the Note) through three of our wholly-owned subsidiaries, and approximately $53.5 million was paid to the publicstockholders of CCOH.During the fourth quarter of 2016, CCOH sold its outdoor business in Australia for cash proceeds of $195.7 million, net of cash retained by thepurchaser and closing costs. On February 9, 2017, CCOH declared a special dividend of $282.5 million using a portion of the cash proceeds from the sales ofcertain non-strategic U.S. outdoor markets and of our Australia outdoor business. On February 23, 2017, we received 89.9% of the dividend or approximately$254.0 million, with the remaining 10.1% or approximately $28.5 million paid to 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.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 31,2016 are as follows:72(In thousands)Payments due by PeriodContractual ObligationsTotal 2017 2018-2019 2020-2021 ThereafterLong-term Debt: Secured Debt (1)$12,925,802 $337,080 $8,304,999 $2,325,943 $1,957,780Senior Notes due 2021 (2)1,886,585 — 89,541 1,797,044 —iHeartCommunications Legacy Notes:475,000 — 175,000 — 300,000Senior Notes due 2018 (1)347,028 — 347,028 — —CCWH Senior Notes2,725,000 — — — 2,725,000CCWH Senior Subordinated Notes2,200,000 — — 2,200,000 —CCIBV Senior Notes225,000 — — 225,000 —Other Long-term Debt27,954 6,370 11,557 10,027 —Interest payments on long-term debt (3)6,809,024 1,727,652 3,040,297 1,571,531 469,544Non-cancelable operating leases 4,086,598 464,877 799,047 674,732 2,147,942Non-cancelable contracts1,884,913 435,186 618,085 420,301 411,341Employment/talent contracts216,199 64,222 100,227 51,750 —Capital expenditures77,716 49,618 11,797 4,059 12,242Unrecognized tax benefits (4)115,078 — — — 115,078Other long-term obligations (5)334,646 (1,346) 43,479 31,200 261,313Total$34,336,543 $3,083,659 $13,541,057 $9,311,587 $8,400,240(1)As of December 31, 2016, iHeartCommunications had outstanding $347.0 million aggregate principal amount of 10.0% Senior Notes due 2018. OnFebruary 7, 2017, we completed an exchange offer of $476.4 million principal amount of our 10.0% Senior Notes due 2018 for $476.4 millionprincipal amount of newly-issued 11.25% Priority Guarantee Notes due 2021, which were issued as “additional notes” under the indenturegoverning the 11.25% Priority Guarantee Notes due 2021. Of the $476.4 million principal amount of 10.0% Senior Notes due 2018 tendered andaccepted for exchange, $241.4 million principal amount was tendered by subsidiaries of iHeartCommunications. After giving effect to the exchangeoffer, iHeartCommunications had outstanding $112.1 million aggregate principal amount of 10.0% Senior Notes due 2018.(2)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 years2018-2019 and 2020-2021 include $89.5 million and $68.4 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 datein the future until maturity.(3)Interest payments on the senior secured credit facilities assume the interest rate is held constant over the remaining term.(4)The non-current portion of the unrecognized tax benefits is included in the “Thereafter” column as we cannot reasonably estimate the timing oramounts of additional cash payments, if any, at this time. For additional information, see Note 7 included in Item 8 of Part II of this Annual Reporton Form 10-K.(5)Other long-term obligations includes $42.1 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 55 years. Also included are $0.1 million of contract payments in our syndicatedradio and media representation businesses and $292.4 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. 73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, 2016, approximately 32% 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, 2016 would have changed by$35.4 million.In the event of an adverse change in interest rates, management may take actions to mitigate our exposure. However, due to the uncertainty of 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 $122.6 million for year ended December 31, 2016. We estimate a 10% increase inthe value of the U.S. dollar relative to foreign currencies would have decreased our net income for the year ended December 31, 2016 by $12.3 million. A10% decrease in the value of the U.S. dollar relative to foreign currencies during the year ended December 31, 2016 would have increased our net income bya corresponding 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 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 two permitted transition methods under the new standard are the full retrospective method, in which case the standard would beapplied to each prior reporting period presented and the cumulative effect of applying the standard would be recognized at the earliest period shown, or themodified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. TheCompany expects to utilize the full retrospective method. The Company has substantially completed its evaluation of the potential changes from adoptingthe new standard on its future financial reporting and disclosures which included reviews of contractual terms for all of the Company’s significant revenuestreams and the development of an implementation plan. The Company continues to execute on its implementation plan, including detailed policy draftingand training of segment personnel. Based on its evaluation, the Company does not expect material changes to its 2016 or 2017 consolidated revenues,operating income or balance sheets as a result of the implementation of this standard.During the first quarter of 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new leasing standard presents significant changes to thebalance sheets of lessees. Lessor accounting is updated to align with certain changes in the lessee model and the new revenue recognition standard which wasissued in the third quarter of 2015. The standard is effective for annual periods, and for interim periods within those annual periods, beginning after December15, 2018. The Company is currently evaluating the impact of the provisions of this new standard on its consolidated financial statements.74During the second quarter of 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718). This update changes theaccounting for certain aspects of share-based payments to employees. Income tax effects of share-based payment awards will be recognized in the incomestatement with the vesting or settlement of the awards and the record keeping for additional paid-in capital pools will no longer be necessary. Additionally,companies can make a policy election to either estimate forfeitures or recognize them as they occur. The standard is effective for annual periods, and forinterim periods within those annual periods, beginning after December 15, 2016. The Company does not expect the provisions of this new standard to have amaterial impact on its consolidated financial statements.During the second quarter of 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326). The new standard changesthe impairment model for most financial assets and certain other instruments. Entities will be required to use a model that will result in the earlier recognitionof allowances for losses for trade and other receivables, held-to-maturity debt securities, loans and other instruments. For available-for-sale debt securitieswith unrealized losses, the losses will be recognized as allowances rather than as reductions in the amortized cost of the securities. For an SEC filer, thestandard is effective for annual periods, and for interim periods within those annual periods, beginning after December 15, 2019. The Company is currentlyevaluating the impact of the provisions of this new standard on its consolidated financial statements.During the third quarter of 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230). The new standard addresses theclassification of cash flows related to certain cash receipts and cash payments. Additionally, the standard clarifies how the predominance principle should beused when cash receipts and cash payments have aspects of more than one class of cash flows. First, an entity will apply the guidance in Topic 230 and otherapplicable topics. If there is no guidance for those cash receipts and cash payments, an entity will determine each separately identifiable source or use andclassify the receipt or payment based on the nature of the cash flow. If a receipt or payment has aspects of more than one class of cash flows and cannot beseparated, the classification will depend on the predominant source or use. The standard is effective for annual periods, and for interim periods within thoseannual periods, beginning after December 15, 2017. The Company is currently evaluating the impact of the provisions of this new standard on itsconsolidated financial statements.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, 2016 would have changed by approximately $3.4 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%75of the leased asset's useful life. The expected lease term is also used in determining the depreciable life of the asset. An increase in the expected lease termwill increase the probability that a lease may be considered a capital lease and will generally result in higher interest and depreciation expense for a leasedproperty 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 operating leaseor a capital lease. A lease is considered a capital lease if the net present value of the minimum lease payments is greater than 90% of the fair market value ofthe property. An increase in the incremental borrowing rate decreases the net present value of the minimum lease payments and reduces the probability that alease 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.76On July 1, 2016, we performed our annual impairment test in accordance with ASC 350-30-35 and recognized an impairment of $0.7 million relatedto FCC Licenses in one market and did not recognize any aggregate impairment charges related to billboard permits.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 26.5%, depending on market size;and•Assumed discount rates of 8.5% for the 13 largest markets and 9.0% 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 56.1%, depending on market size, by year 3; and•Assumed discount rate of 7.5%.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 $465,102 $158,468 $495,326Billboard permits $1,138,600 $162,800 $1,162,700The estimated fair value of our FCC licenses and billboard permits at July 1, 2016 was $7.1 billion ($3.1 billion for FCC licenses and $4.0 billion forbillboard permits), while the carrying value was $3.4 billion. 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 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.On July 1, 2016, we performed our annual impairment test in accordance with ASC 350-30-35, resulting in a goodwill impairment charge of $7.3million relating to one outdoor market. In determining the fair value of our reporting units, we used the following assumptions:•Expected cash flows underlying our business plans for the periods 2016 through 2020. 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 2020 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.77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 $1,080,000 $280,000 $1,050,000Americas Outdoor $860,000 $180,000 $820,000International Outdoor $330,000 $210,000 $260,000Tax ProvisionsOur 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, 2016.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, 2016 would have affected our net loss by approximately $1.8 million for the year ended December 31, 2016.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.78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 55 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, 2016 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.79ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAReport of Independent Registered Public Accounting Firm The Board of Directors and StockholdersiHeartMedia, Inc.We have audited the accompanying consolidated balance sheets of iHeartMedia, Inc. and subsidiaries (the Company) as of December 31, 2016 and 2015, andthe related consolidated statements of comprehensive loss, changes in stockholders' deficit and cash flows for each of the three years in the period endedDecember 31, 2016. 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, 2016 and 2015, and the consolidated results of their operations and their cash flows for each of the three years in the periodended December 31, 2016, 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, 2016, 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 23, 2017 expressed an unqualified opinion thereon./s/ Ernst & Young LLPSan Antonio, TexasFebruary 23, 201780CONSOLIDATED BALANCE SHEETS OFIHEARTMEDIA, INC. AND SUBSIDIARIES(In thousands)December 31, December 31, 2016 2015CURRENT ASSETS Cash and cash equivalents$845,030 $772,678Accounts receivable, net of allowance of $33,882 in 2016 and $34,889 in 20151,364,404 1,442,038Prepaid expenses184,586 189,055Assets held for sale55,602 295,075Other current assets55,065 79,269Total Current Assets2,504,687 2,778,115PROPERTY, PLANT AND EQUIPMENT Structures, net1,196,676 1,391,880Other property, plant and equipment, net751,486 820,676INTANGIBLE ASSETS AND GOODWILL Indefinite-lived intangibles - licenses2,413,899 2,413,483Indefinite-lived intangibles - permits960,966 971,327Other intangibles, net740,508 953,660Goodwill4,066,575 4,128,887OTHER ASSETS Other assets227,450 215,087Total Assets$12,862,247 $13,673,115CURRENT LIABILITIES Accounts payable$146,772 $153,276Accrued expenses742,617 834,416Accrued interest264,170 279,100Deferred income200,103 210,924Current portion of long-term debt342,908 181,512Total Current Liabilities1,696,570 1,659,228Long-term debt20,022,080 20,539,099Deferred income taxes1,457,095 1,554,898Other long-term liabilities571,977 526,571Commitments and contingent liabilities (Note 6) STOCKHOLDERS’ DEFICIT Noncontrolling interest135,183 177,615Class A Common Stock, par value $.001 per share, authorized 400,000,000 shares, issued 31,502,448and 30,295,457 shares in 2016 and 2015, respectively31 30Class B Common Stock, par value $.001 per share, authorized 150,000,000 shares, issued 555,556 sharesin 2016 and 20151 1Class C Common Stock, par value $.001 per share, authorized 100,000,000 shares, issued 58,967,502shares in 2016 and 201559 59Additional paid-in capital2,070,575 2,068,949Accumulated deficit(12,733,329) (12,437,011)Accumulated other comprehensive loss(355,876) (414,407)Cost of shares (389,920 in 2016 and 229,824 in 2015) held in treasury(2,119) (1,917)Total Stockholders' Deficit(10,885,475) (10,606,681)Total Liabilities and Stockholders' Deficit$12,862,247 $13,673,115See Notes to Consolidated Financial Statements81CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS OFIHEARTMEDIA, INC. AND SUBSIDIARIES(In thousands)Years Ended December 31, 2016 2015 2014Revenue$6,273,573 $6,241,516 $6,318,533Operating expenses: Direct operating expenses (excludes depreciation and amortization)2,412,287 2,471,113 2,540,035Selling, general and administrative expenses (excludes depreciation andamortization)1,725,899 1,704,352 1,680,938Corporate expenses (excludes depreciation and amortization)341,025 314,999 320,931Depreciation and amortization635,227 673,991 710,898Impairment charges8,000 21,631 24,176Other operating income, net353,556 94,001 40,031Operating income1,504,691 1,149,431 1,081,586Interest expense1,849,982 1,805,496 1,741,596Loss on investments, net(12,907) (4,421) —Equity in loss of nonconsolidated affiliates(16,733) (902) (9,416)Gain (loss) on extinguishment of debt157,556 (2,201) (43,347)Other income (expense), net(73,102) 13,056 9,104Loss before income taxes(290,477) (650,533) (703,669)Income tax benefit (expense)50,474 (86,957) (58,489)Consolidated net loss(240,003) (737,490) (762,158)Less amount attributable to noncontrolling interest56,315 17,131 31,603Net loss attributable to the Company$(296,318) $(754,621) $(793,761)Other comprehensive income (loss), net of tax: Foreign currency translation adjustments21,983 (114,906) (121,878)Unrealized gain on securities and derivatives: Unrealized holding gain (loss) on marketable securities(576) 553 327Other adjustments to comprehensive income (loss)(11,814) (10,266) (11,438)Reclassification adjustments46,730 808 3,317Other comprehensive income (loss)56,323 (123,811) (129,672)Comprehensive loss(239,995) (878,432) (923,433)Less amount attributable to noncontrolling interest(2,208) (22,410) (21,080)Comprehensive loss attributable to the Company$(237,787) $(856,022) $(902,353) Net loss attributable to the Company per common share: Basic$(3.50) $(8.95) $(9.46)Weighted average common shares outstanding - Basic84,569 84,278 83,941Diluted$(3.50) $(8.95) $(9.46)Weighted average common shares outstanding - Diluted84,569 84,278 83,941See Notes to Consolidated Financial Statements82CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT OFIHEARTMEDIA, INC. AND SUBSIDIARIES(In thousands, except share data) Controlling Interest Common Shares Non-controllingInterest CommonStock AdditionalPaid-inCapital AccumulatedDeficit AccumulatedOtherComprehensiveIncome (Loss) TreasuryStock Class CShares Class BShares Class AShares TotalBalances atDecember 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) ofrestricted stock (196,796) 2,237 — — — — (993) 1,244Amortization of share-basedcompensation 7,743 — 2,970 — — — 10,713Purchases of additionalnoncontrolling interest (1,944) — (42,881) — (3,925) — (48,750)Dividend declared and paid tononcontrolling interests (40,027) — — — — — (40,027)Other 77 — (5,603) — — 5,603 77Other comprehensive loss (21,080) — — — (108,592) — (129,672)Balances atDecember 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) ofrestricted stock 987,874 2,886 1 (1) — — (671) 2,215Amortization of share-basedcompensation 8,359 — 2,564 — — — 10,923Purchases of additionalnoncontrolling interest (1,978) — (36,403) — (4,416) — (42,797)Dividend declared and paid tononcontrolling interests (52,384) — — — — — (52,384)Other 1,871 — — — — — 1,871Other comprehensive loss (22,410) — — — (101,401) — (123,811)Balances atDecember 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)Net income (loss) 56,315 — — (296,318) — — (240,003)Issuance (forfeiture) ofrestricted stock 1,206,991 (1,366) 1 (1) — — (199) (1,565)Amortization of share-basedcompensation 10,238 — 2,848 — — — 13,086Purchases of additionalnoncontrolling interest 1,224 — (1,224) — — — —Disposal of noncontrollinginterest (36,846) — — — — — (36,846)Dividend declared and paid tononcontrolling interests (70,412) — — — — — (70,412)Other 623 — 3 — — (3) 623Other comprehensive income (2,208) — — — 58,531 — 56,323Balances atDecember 31, 201658,967,502 555,556 31,502,448 $135,183 $91 $2,070,575 $(12,733,329) $(355,876) $(2,119) $(10,885,475)See Notes to Consolidated Financial Statements83CONSOLIDATED STATEMENTS OF CASH FLOWS OFIHEARTMEDIA, INC. AND SUBSIDIARIES(In thousands)Years Ended December 31, 2016 2015 2014Cash flows from operating activities: Consolidated net loss$(240,003) $(737,490) $(762,158)Reconciling items: Impairment charges8,000 21,631 24,176Depreciation and amortization635,227 673,991 710,898Deferred taxes(98,127) 27,848 33,923Provision for doubtful accounts27,390 30,579 14,167Amortization of deferred financing charges and note discounts, net69,951 63,838 89,701Share-based compensation13,086 10,923 10,713Gain on disposal of operating and other assets(365,710) (107,186) (44,512)Loss on investments12,907 4,421 —Equity in loss of nonconsolidated affiliates16,733 902 9,416(Gain) loss on extinguishment of debt(157,556) 2,201 43,347Other reconciling items, net33,120 (28,490) (14,325)Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: Increase in accounts receivable(14,469) (121,574) (13,898)(Increase) decrease in prepaid expenses and other current assets(2,753) (20,631) 15,216Increase (decrease) in accrued expenses(2,862) (15,841) 31,049Increase in accounts payable3,065 27,385 6,404Increase in accrued interest20,809 59,608 88,560Increase in deferred income23,661 23,516 11,288Changes in other operating assets and liabilities3,549 7,065 (8,849)Net cash provided by (used for) operating activities(13,982) (77,304) 245,116Cash flows from investing activities: Proceeds from sale of other investments5,367 579 236,618Purchases of businesses(500) (27,588) 841Purchases of property, plant and equipment(314,717) (296,380) (318,164)Proceeds from disposal of assets856,981 414,278 10,273Purchases of other operating assets(4,414) (29,159) (4,541)Purchases of investments(29,031) (29,006) (8,520)Change in other, net(2,771) (2,490) (5,189)Net cash provided by (used for) investing activities510,915 30,234 (88,682)Cash flows from financing activities: Draws on credit facilities100,000 350,000 68,010Payments on credit facilities(2,100) (123,849) (315,682)Proceeds from long-term debt6,856 1,172,777 2,062,475Payments on long-term debt(421,263) (931,420) (2,099,101)Payments to repurchase noncontrolling interests— (42,797) (48,750)Dividends and other payments to noncontrolling interests(89,631) (30,871) (40,027)Deferred financing charges(10,529) (18,644) (26,169)Change in other, net(1,564) 2,214 1,243Net cash provided by (used for) financing activities(418,231) 377,410 (398,001)Effect of exchange rate changes on cash(6,350) (14,686) (9,560)Net increase (decrease) in cash and cash equivalents72,352 315,654 (251,127)Cash and cash equivalents at beginning of period772,678 457,024 708,151Cash and cash equivalents at end of period$845,030 $772,678 $457,024SUPPLEMENTAL DISCLOSURES: Cash paid during the year for interest$1,764,776 $1,686,988 $1,540,860Cash paid during the year for taxes44,844 52,169 53,074See Notes to Consolidated Financial Statements84IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSNOTE 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 segments are iHeartMedia (“iHM”), Americas outdoor advertising (“Americas outdoor”), and International outdoor advertising(“International outdoor”). The iHM segment provides media and entertainment services via broadcast and digital delivery. The Americas outdoor andInternational outdoor segments provide outdoor advertising services in their respective geographic regions using various digital and traditional displaytypes. Included in the “Other” category are the Company’s media representation business, Katz Media Group, as well as other general support services andinitiatives, 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 owns20% to 50% of the voting common stock or otherwise exercises significant influence over operating and financial policies of the Company are accounted forusing 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 2016 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.Going Concern ConsiderationsDuring the second quarter of 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosureof Uncertainties about an Entity's Ability to Continue as a Going Concern. This update provides U.S. GAAP guidance on management’s responsibility inevaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. TheCompany adopted this standard for the year ended December 31, 2016. Under this standard, the Company is required to evaluate whether there is substantialdoubt about its ability to continue as a going concern each reporting period, including interim periods.In evaluating the Company’s ability to continue as a going concern, management considered the conditions and events that could raise substantial doubtabout the Company’s ability to continue as a going concern within 12 months after the Company’s financial85IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSstatements were issued (February 23, 2017). Management considered the Company’s current financial condition and liquidity sources, including currentfunds available, forecasted future cash flows and the Company’s conditional and unconditional obligations due before February 23, 2018.As of December 31, 2016, the Company had $845.0 million of cash on its balance sheet, including $542.0 million of cash held by the Company's subsidiary,Clear Channel Outdoor Holdings, Inc. ("CCOH"). As of December 31, 2016, the Company had $113.6 million of excess availability under its receivablesbased credit facility. A substantial amount of the Company's cash requirements are for debt service obligations. The Company incurred net losses for the yearsended December 31, 2016, 2015 and 2014 and had negative cash flows from operating activities for the years ended December 31, 2016 and 2015. TheCompany's current operating plan indicates it will continue to incur net losses and generate negative cash flows from operating activities given theCompany's indebtedness and related interest expense. During the year ended December 31, 2016, the Company spent $2,081.3 million of cash on paymentsof principal and interest on its debt, net of facility draws and proceeds received, and anticipates having approximately $1.7 billion of cash interest paymentobligations in 2017. At December 31, 2016, the Company had debt maturities totaling $343.5 million, $559.1 million (net of $503.0 million due to certainsubsidiaries of iHeartCommunications) and $8,369.0 million in 2017, 2018 and 2019, respectively. The Company's debt maturities at December 31, 2016include $330.0 million outstanding under a receivables based credit facility, which matures on December 24, 2017. These factors coupled with theCompany's forecast of future cash flows indicates that such cash flows would not be sufficient for the Company to meet its obligations, including payment ofthe outstanding receivables based credit facility balance at maturity, as they become due in the ordinary course of business for a period of12 monthsfollowing February 23, 2017.The Company plans to refinance or extend the receivables based credit facility to a date at least 12 months after February 23, 2017 with terms similar to thefacility’s current terms.Management believes the refinancing or extension of the maturity of the receivables based credit facility is probable of being executed as the Company hassuccessfully extended the maturity date of this receivables based credit facility in the past, and the facility has a first-priority lien on the accounts receivableof iHeartCommunications and certain of its subsidiaries (see Footnote 5). Management’s plan to refinance or extend the due date of the receivables basedcredit facility, combined with current funds and expected future cash flows, are considered to be sufficient to enable the Company to meet its obligations asthey become due in the ordinary course of business for a period of 12 months following the date these financial statements are issued.While management plans to refinance or extend the maturity of the receivables based credit facility and has begun discussing such extension with itsreceivables based credit facility lenders, there is no assurance that the receivables based credit facility will be refinanced or extended in a timely manner, inamounts that are sufficient to meet the Company's obligations as they become due, or on terms acceptable to the Company, or at all. The Company’s abilityto meet its obligations as they become due in the ordinary course of business for the next 12 months will depend on its ability to achieve forecasted resultsand its ability to refinance or extend the maturity of its receivables based credit facility. Management's belief that the receivables based credit facility will berefinanced or extended and that such refinancing or extension, together with forecasted operating cash flow, will be sufficient to enable the Company to meetits obligations as they become due in the ordinary course of business for 12 months following the date these financial statements are issued assumes, amongother things, that the Company will continue to be successful in implementing its business strategy and that there will be no material adverse developmentsin its business, liquidity or capital requirements. If one or more of these factors do not occur as expected, it could cause a default under one or more of theagreements governing the Company’s indebtedness.The Company has been reviewing a number or potential alternatives regarding its outstanding indebtedness. These alternatives include refinancings,exchange offers, consent solicitations, the issuance of new indebtedness, amendments to the terms of the Company’s existing indebtedness and/or othertransactions. The Company has considered and will continue to evaluate potential transactions to improve its capital structure and address its liquidityconstraints.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 to86IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSreduce the amounts recorded to what it believes will be collected. For all other customers, it recognizes reserves for bad debt based on historical experienceof bad debts as a percent of revenue for each business unit, adjusted for relative improvements or deteriorations in the agings and changes in currenteconomic conditions. The Company believes its concentration of credit risk is limited due to the large number and the geographic diversification of itscustomers.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 yearsStructures – 3 to 20 yearsTowers, transmitters and studio equipment – 5 to 20 yearsFurniture and other equipment – 2 to 20 yearsLeasehold improvements – shorter of economic life or lease term assuming renewal periods, if appropriateFor 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 up to 12 months. Mostinternational street furniture display faces are operated through contracts with municipalities for up to 15 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 whenever87IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSevents or changes in circumstances, such as a significant reduction in operating cash flow or a dramatic change in the manner for which the asset is intendedto be used indicate that the carrying amount of the asset may not be recoverable.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 a third party valuation firm, to assist the Company in the development of these assumptions and the Company’s determination of the fairvalue 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 recognized goodwill impairment of $7.3 million in 2016 related to one of our International outdoor markets and had no impairment ofgoodwill in 2015 and 2014.Nonconsolidated AffiliatesIn general, investments in which the Company owns 20% to 50% of the common stock or otherwise exercises significant influence over the investee areaccounted for under the equity method. The Company does not recognize gains or losses upon the issuance of securities by any of its equity methodinvestees. The Company reviews the value of equity method investments and records impairment charges in the statement of operations as a component of“Equity in earnings (loss) of nonconsolidated affiliates” for any decline in value that is determined to be other-than-temporary. The Company recognizedother-than-temporary impairment of $15.0 million on an equity investment for the year ended December 31, 2016, which was recorded in "Equity in loss ofnonconsolidated affiliates."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 ofstockholders' 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 31,2016 and December 31, 2015 and recorded noncash impairment charges of $14.8 million and $5.0 million during 2016 and 2015, respectively. Such chargeis recorded on the statement of comprehensive loss in “Loss on investments, net”. There were no impairment charges during the year ended December 31,2014.88IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFinancial 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, 2016 and 2015.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, 2016 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 or other assets received, whichever ismost readily determinable. Revenue is recognized on barter and trade transactions when the advertisements are broadcasted or displayed. Expenses arerecorded ratably over a period that estimates when the merchandise, service or other assets received is utilized, or when the event occurs. Barter and traderevenues and expenses from continuing operations are included in consolidated revenue and selling, general and administrative expenses, respectively. Barter and trade revenues and expenses from continuing operations were as follows:(In millions)Years Ended December 31, 2016 2015 2014Barter and trade revenues$165.8 $133.5 $78.3Barter and trade expenses112.2 112.1 75.1Advertising ExpenseThe Company records advertising expense as it is incurred. Advertising expenses were $132.7 million, $129.1 million and $103.0 million for the yearsended December 31, 2016, 2015 and 2014, 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.89IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSForeign 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 stockholders' deficit, “Accumulated other comprehensive loss”. Foreign currency transactiongains and losses are included in operations.New Accounting PronouncementsDuring 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 two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to eachprior reporting period presented and the cumulative effect of applying the standard would be recognized at the earliest period shown, or the modifiedretrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. The Companyexpects to utilize the full retrospective method. The Company has substantially completed its evaluation of the potential changes from adopting the newstandard on its future financial reporting and disclosures which included reviews of contractual terms for all of the Company’s significant revenue streamsand the development of an implementation plan. The Company continues to execute on its implementation plan, including detailed policy drafting andtraining of segment personnel. Based on its evaluation, the Company does not expect material changes to its 2016 or 2017 consolidated revenues, operatingincome or balance sheets as a result of the implementation of this standard.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 simplifies the presentation of debt issuance costs as a deduction from the carrying value of the outstanding debt balancerather than showing the debt issuance costs as an asset. The standard is effective for annual periods, and for interim periods within those annual periods,beginning after December 15, 2015. The retrospective adoption of this guidance resulted in the reclassification of debt issuance costs of $148.0 million as ofDecember 31, 2015, which are now reflected as “Long-term debt fees” in Note 5.During the first quarter of 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new leasing standard presents significant changes to the balancesheets of lessees. Lessor accounting is updated to align with certain changes in the lessee model and the new revenue recognition standard which was issuedin the third quarter of 2015. The standard is effective for annual periods, and for interim periods within those annual periods, beginning after December 15,2018. The Company is currently evaluating the impact of the provisions of this new standard on its consolidated financial statements.During the second quarter of 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718). This update changes theaccounting for certain aspects of share-based payments to employees. Income tax effects of share-based payment awards will be recognized in the incomestatement with the vesting or settlement of the awards and the record keeping for additional paid-in capital pools will no longer be necessary. Additionally,companies can make a policy election to either estimate forfeitures or recognize them as they occur. The standard is effective for annual periods, and forinterim periods within those annual periods, beginning after December 15, 2016. The Company does not expect the provisions of this new standard to have amaterial impact on its consolidated financial statements.During the second quarter of 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326). The new standard changes theimpairment model for most financial assets and certain other instruments. Entities will be required to use a model that will result in the earlier recognition ofallowances for losses for trade and other receivables, held-to-maturity debt securities, loans and other instruments. For available-for-sale debt securities withunrealized losses, the losses will be recognized as allowances rather than as reductions in the amortized cost of the securities. For an SEC filer, the standard iseffective for annual periods, and for interim periods within those annual periods, beginning after December 15, 2019. The Company is currently evaluatingthe impact of the provisions of this new standard on its consolidated financial statements.During the third quarter of 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230). The new standard addresses the classification ofcash flows related to certain cash receipts and cash payments. Additionally, the standard clarifies how the predominance principle should be used when cashreceipts and cash payments have aspects of more than one class of cash flows. First, an entity will apply the guidance in Topic 230 and other applicabletopics. If there is no guidance for those cash90IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSreceipts and cash payments, an entity will determine each separately identifiable source or use and classify the receipt or payment based on the nature of thecash flow. If a receipt or payment has aspects of more than one class of cash flows and cannot be separated, the classification will depend on the predominantsource or use. The standard is effective for annual periods, and for interim periods within those annual periods, beginning after December 15, 2017. TheCompany is currently evaluating the impact of the provisions of this new standard on its consolidated financial statements.NOTE 2 – PROPERTY, PLANT AND EQUIPMENT, INTANGIBLEASSETS AND GOODWILLDispositionsDuring the first quarter of 2016, the Company and certain of its subsidiaries completed the final closing for the sale of six of the Company’s broadcastcommunication tower sites and related assets for approximately $5.5 million. Simultaneous with the sale, the Company entered into lease agreements for thecontinued use of space on all six of the towers sold. The Company realized a net gain of $2.7 million, of which $1.9 million was deferred and will berecognized over the lease term. 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 net proceeds, which included cash andcertain advertising assets in Florida, totaling $592.3 million. The Company recognized a net gain of $278.3 million related to the sale, which is includedwithin Other operating income (expense), net.During the first quarter of 2016, Americas outdoor also entered into an agreement to sell its Indianapolis, Indiana market in exchange for certain assets inAtlanta, Georgia, plus approximately $41.2 million in cash. The transaction closed in January 2017. The related net assets are separately presented andclassified as held-for-sale on the face of the Consolidated Balance Sheet as of December 31, 2016.During the second quarter of 2016, International outdoor sold its business in Turkey. As a result, the Company recognized a net loss of $56.6 million, whichincludes $32.2 million in cumulative translation adjustments that were recognized upon the sale of the Company's subsidiaries in Turkey.During the fourth quarter of 2016, International outdoor sold its outdoor business in Australia for cash proceeds of $195.7 million, net of cash retained by thepurchaser and closing costs. As a result, the Company recognized a net gain of $127.6 million, which is net of $14.6 million in cumulative translationadjustments that were recognized upon the sale of the Company's outdoor business in Australia.Property, Plant and EquipmentThe Company’s property, plant and equipment consisted of the following classes of assets as of December 31, 2016 and 2015, respectively:(In thousands)December 31, December 31, 2016 2015Land, buildings and improvements$570,566 $603,234Structures2,684,673 2,824,794Towers, transmitters and studio equipment350,760 347,877Furniture and other equipment622,848 591,149Construction in progress91,655 69,042 4,320,502 4,436,096Less: accumulated depreciation2,372,340 2,223,540Property, plant and equipment, net$1,948,162 $2,212,556Indefinite-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, there91IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTShave been no serious violations of either the Communications Act of 1934 or the FCC’s rules and regulations by the licensee, and there have been no otherserious violations which taken together constitute a pattern of abuse. The licenses may be renewed indefinitely at little or no cost. The Company does notbelieve that the technology of wireless broadcasting will be replaced in the foreseeable 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 Indefinite-lived Intangible AssetsThe Company performs its annual impairment test on indefinite-lived intangible assets as of July 1 of each year.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 of theindefinite-lived asset is determined using the direct valuation method as prescribed in ASC 805-20-S99. Under the direct valuation method, the fair value ofthe indefinite-lived assets is calculated at the market level as prescribed by ASC 350-30-35. The Company engaged a third-party valuation firm, to assist it inthe development of the assumptions and the Company’s determination 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 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 2016, the Company recognized an impairment charge of $0.7 million related to FCC licenses in one market. During 2015, the Company recognizedan impairment charge of $21.6 million related to billboard permits in one market. During 2014, the Company recognized a $15.7 million impairment chargerelated to FCC licenses in eleven markets due to changes in the revenue growth forecasts and margins for those markets.Other Intangible AssetsOther intangible assets include definite-lived intangible assets and permanent easements. The Company’s definite-lived intangible assets primarily includetransit 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 future92IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTScash flows. Permanent easements are indefinite-lived intangible assets which include certain rights to use real property not owned by the Company. TheCompany periodically reviews the appropriateness of the amortization periods related to its definite-lived intangible assets. 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, 2016and 2015, respectively:(In thousands)December 31, 2016 December 31, 2015 Gross CarryingAmount AccumulatedAmortization Gross CarryingAmount AccumulatedAmortizationTransit, street furniture and other outdoor contractual rights$563,863 $(426,752) $635,772 $(457,060)Customer / advertiser relationships1,222,519 (1,012,380) 1,222,518 (891,488)Talent contracts319,384 (281,060) 319,384 (252,526)Representation contracts253,511 (229,413) 239,142 (217,770)Permanent easements159,782 — 156,349 —Other390,171 (219,117) 394,983 (195,644)Total$2,909,230 $(2,168,722) $2,968,148 $(2,014,488)Total amortization expense related to definite-lived intangible assets for the years ended December 31, 2016, 2015 and 2014 was $222.6 million, $237.5million, and $263.4 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) 2017$195,9662018128,279201944,820202038,199202135,471Annual Impairment Test to GoodwillThe Company performs its annual impairment test on goodwill as of July 1 of each year.Each of the U.S. radio markets and outdoor advertising markets are components of the Company. The U.S. radio markets are aggregated into a singlereporting unit and the U.S. outdoor advertising markets are aggregated into a single reporting unit for purposes of the goodwill impairment test using theguidance in ASC 350-20-55. The Company also determined that each country within its Americas outdoor segment and International outdoor segmentconstitutes a separate 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.93IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe Company recognized goodwill impairment of $7.3 million during the year ended December 31, 2016 related to one market in the Company'sInternational outdoor segment and concluded no goodwill impairment charge was required for the year ended December 31, 2015.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 InternationalOutdoorAdvertising Other ConsolidatedBalance as of December 31, 2014$3,288,481 $584,574 $232,538 $81,831 $4,187,424Acquisitions— — 10,998 — 10,998Foreign 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 $4,128,887Impairment— — (7,274) — (7,274)Dispositions— (6,934) (30,718) — (37,652)Foreign currency— (1,998) (5,051) — (7,049)Assets held for sale— (10,337) — — (10,337)Balance as of December 31, 2016$3,288,481 $515,414 $180,849 $81,831 $4,066,575The balance at December 31, 2014 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.94IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSNOTE 3 – INVESTMENTSThe following table summarizes the Company's investments in nonconsolidated affiliates and available-for-sale securities:(In thousands)Equity MethodInvestments Cost MethodInvestments Marketable EquitySecurities Total InvestmentsBalance at December 31, 2014$9,493 $16,269 $1,978 $27,740Cash advances2,578 — — 2,578Acquisitions of investments, net17,980 47,546 — 65,526Equity in earnings (loss)(902) — — (902)Foreign currency translation adjustment(89) (13) (205) (307)Distributions received(1,350) — — (1,350)Loss on investments— (5,000) — (5,000)Other— — 553 553Balance at December 31, 2015$27,710 $58,802 $2,326 $88,838Cash advances2,993 — — 2,993Acquisitions of investments, net6,737 26,086 — 32,823Equity in loss(16,733) — — (16,733)Disposals of investments, net(2,476) (1,000) — (3,476)Foreign currency transaction adjustment(45) (196) (35) (276)Distributions received(3,709) — — (3,709)Loss on investments— (14,798) — (14,798)Other 2,772 (576) 2,196Balance at December 31, 2016$14,477 $71,666 $1,715 $87,858Equity 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.During 2016, the Company recorded $26.1 million in its iHM segment for investments made in four private companies in exchange for advertising servicesand cash. Two of these investments are being accounted for under the equity method of accounting, and two of these investments are being accounted forunder the cost method. During the fourth quarter of 2015, the Company recorded $36.5 million in its iHM segment for investments made in three privatecompanies in exchange for advertising services. 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 barter revenue of $15.6 million in the year ended December 31, 2015and $36.6 million in the year ended December 31, 2016 as services were provided. The Company recognized a non-cash impairment of $14.5 million on oneof these cost investments for the year ended December 31, 2016, which was recorded in “Loss on investments, net.” In addition, the Company recognized anon-cash impairment of $15.0 million on one of these equity investments for the year ended December 31, 2016, which was recorded in "Equity in loss ofnonconsolidated affiliates."The Company recognized a non-cash impairment of $5.0 million on a cost investment for the year ended December 31, 2015, which was recorded in “Loss oninvestments, net.”Marketable Equity SecuritiesASC 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.95IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe 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, 2016 and 2015, the Company held $1.7 million and $2.3 million in marketable equity securities, which are included within Other Assets.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 55 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.The following table presents the activity related to the Company’s asset retirement obligation:(In thousands)Years Ended December 31, 2016 2015Beginning balance$48,056 $54,211Adjustment due to changes in estimates(5,343) 2,082Accretion of liability5,090 754Liabilities settled(4,310) (6,105)Foreign Currency(1,002) (2,886)Ending balance42,491 48,056Less: current portion424 482Long-term portion of asset retirement obligation$42,067 $47,57496IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSNOTE 5 – LONG-TERM DEBTLong-term debt at December 31, 2016 and 2015 consisted of the following:(In thousands)December 31, December 31, 2016 2015Senior Secured Credit Facilities$6,300,000 $6,300,000Receivables Based Credit Facility Due 2017330,000 230,000Priority Guarantee Notes6,274,815 6,274,815Subsidiary Revolving Credit Facility Due 2018— —Other Secured Subsidiary Debt20,987 25,228Total Consolidated Secured Debt12,925,802 12,830,043 14.0% Senior Notes Due 20211,729,168 1,695,097Legacy Notes(1)475,000 667,90010.0% Senior Notes Due 2018347,028 730,000Subsidiary Senior Notes5,150,000 5,150,000Other Subsidiary Debt27,954 165Purchase accounting adjustments and original issue discount(166,961) (204,611)Long-term debt fees(123,003) (147,983) 20,364,988 20,720,611Less: current portion342,908 181,512Total long-term debt$20,022,080 $20,539,099(1)The Legacy Notes amount does not include $57.1 million aggregate principal amount of 5.5% Senior Notes due 2016, which matured on December15, 2016 and continue to remain outstanding. These notes are held by a subsidiary of the Company and are eliminated for purposes of consolidationof the Company’s financial statements.The Company’s weighted average interest rate at December 31, 2016 and 2015 was 8.5%. The aggregate market value of the Company’s debt based onmarket prices for which quotes were available was approximately $16.7 billion and $15.2 billion at December 31, 2016 and 2015, respectively. Under the fairvalue hierarchy established by ASC 820-10-35, the fair market value of the Company’s debt is classified as either Level 1 or Level 2.Senior Secured Credit FacilitiesAs of December 31, 2016 and 2015, iHeartCommunications had senior secured credit facilities consisting of:(In thousands) December 31, December 31, Maturity Date 2016 2015Term Loan D1/30/2019 $5,000,000 $5,000,000Term Loan E7/30/2019 1,300,000 1,300,000Total Senior Secured Credit Facilities $6,300,000 $6,300,000iHeartCommunications is the primary borrower under the senior secured credit facilities, and certain of its domestic restricted subsidiaries are co-borrowersunder 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 Eurocurrency97IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSrate determined by reference to the costs of funds 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.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 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 iHeartCommunications' legacy notes;•certain assets that do not constitute “principal property” (as defined in the indenture governing iHeartCommunications' legacy notes);•certain specified assets of iHeartCommunications and the guarantors that constitute “principal property” (as defined in the indenture governingiHeartCommunications' legacy notes) securing obligations under the senior secured credit facilities up to the maximum amount permitted to besecured by such assets without requiring equal and ratable security under the indenture governing 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 CovenantsThe 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.Receivables Based Credit FacilityOn November 17, 2016, iHeartCommunications' incurred $100.0 million of additional borrowings under its receivables based credit facility. As ofDecember 31, 2016, there were borrowings of $330.0 million outstanding under iHeartCommunications' receivables based credit facility. On January 31,2017, iHeartCommunications prepaid $25.0 million of the amount borrowed under its receivables based credit facility, bringing its total outstandingborrowings under this facility to $305.0 million.98IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe 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 from0.25% 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.Guarantees and SecurityThe facility is guaranteed by, subject to certain exceptions, the guarantors of iHeartCommunications' senior secured credit facilities. All obligations under thereceivables based credit facility, and the guarantees of those obligations, are secured by a perfected security interest in all of iHeartCommunications' and allof the guarantors’ accounts receivable and related assets and proceeds thereof that is senior to the security interest of iHeartCommunications' senior securedcredit 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 CovenantsThe 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;•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.99IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSPriority Guarantee NotesAs of December 31, 2016 and 2015, iHeartCommunications had outstanding Priority Guarantee Notes consisting of:(In thousands) December 31, December 31, Maturity Date Interest Rate Interest Payment Terms 2016 20159.0% Priority Guarantee Notesdue 201912/15/2019 9.0% Payable semi-annually in arrears onJune 15 and December 15 of eachyear $1,999,815 $1,999,8159.0% Priority Guarantee Notesdue 20213/1/2021 9.0% Payable semi-annually in arrears onMarch 1 and September 1 of eachyear 1,750,000 1,750,00011.25% Priority GuaranteeNotes due 20213/1/2021 11.25% Payable semi-annually in arrears onMarch 1 and September 1 of eachyear 575,000 575,0009.0% Priority Guarantee Notesdue 20229/15/2022 9.0% Payable semi-annually in arrears onMarch 15 and September 15 of eachyear 1,000,000 1,000,00010.625% Priority GuaranteeNotes due 20233/15/2023 10.625% Payable semi-annually in arrears onMarch 15 and September 15 of eachyear 950,000 950,000Total Priority Guarantee Notes $6,274,815 $6,274,815Guarantees and SecurityThe 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 of iHeartCommunications' legacy notes), 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 Priority Guarantee Notes, the collateral agent and the trustee for the 9% PriorityGuarantee Notes due 2019 entered into an agreement with the administrative agent for the lenders under the senior secured credit facilities to turn over to thetrustee under the 9% Priority Guarantee Notes due 2019, for the benefit of the holders of the 9% Priority Guarantee Notes due 2019, a pro rata share of anyrecovery received on account of the principal properties, subject to certain terms and conditions.RedemptionsiHeartCommunications may redeem the Priority Guarantee Notes at its option, in whole or in part, at redemption prices set forth in the indentures, plusaccrued and unpaid interest to the redemption dates.Certain CovenantsThe 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 theirrestricted 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.100IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSSubsidiary 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, 2016,there were no amounts outstanding under the revolving credit facility, and $65.4 million of letters of credit under the revolving credit facility, which reduceavailability under the facility.14.0% Senior Notes due 2021As of December 31, 2016, iHeartCommunications had outstanding approximately $1.7 billion of aggregate principal amount of 14.0% Senior Notes due2021 (net of $440.6 million principal amount held by a subsidiary of iHeartCommunications).The 14.0% Senior Notes due 2021 mature on February 1, 2021. Interest on the 14.0% Senior Notes due 2021 is payable semi-annually on February 1 andAugust 1 of each year. Interest on the 14.0% Senior Notes due 2021 will be paid at the rate of (i) 12.0% per annum in cash and (ii) 2.0% per annum throughthe issuance of payment-in-kind notes (the “PIK Notes”). Any PIK Notes issued in certificated form will be dated as of the applicable interest payment dateand 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 as the 14.0%Senior Notes due 2021. Beginning with the interest payment due August 1, 2018 and continuing on each interest payment date thereafter, redemptions of aportion of the principal amount then outstanding will become due for purposes of applicable high yield discount obligation (“AHYDO”) catch-up payments.The 14.0% 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 14.0%Senior Notes due 2021. The guarantees are subordinated to the guarantees of iHeartCommunications'senior secured credit facilities and certain other permitted debt, but rank equal to all other senior indebtedness of the guarantors.iHeartCommunications may redeem the 14.0% Senior Notes due 2021, in whole or in part, within certain dates, at the redemption prices set forth in theindenture plus accrued and unpaid interest to the redemption date.The indenture governing the 14.0% 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, iHeartCommunications' capital stock or repurchase iHeartCommunications' capital stock; (iii) make certain investments or 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 of substantially all ofiHeartCommunications' assets; (vii) engage in transactions with affiliates; and (viii) designate iHeartCommunications' subsidiaries as unrestrictedsubsidiaries.Legacy NotesAs of December 31, 2016 and 2015, iHeartCommunications had outstanding senior notes (net of $57.1 million aggregate principal amount held by asubsidiary of iHeartCommunications) consisting of:(In thousands)December 31, December 31, 2016 20155.5% Senior Notes Due 2016(1)$— $192,9006.875% Senior Notes Due 2018175,000 175,0007.25% Senior Notes Due 2027300,000 300,000Total Legacy Notes$475,000 $667,900(1)In December 2016, iHeartCommunications repaid at maturity $192.9 million of 5.5% Senior Notes due 2016 and did not pay $57.1 million of thenotes held by a subsidiary of the Company. The $57.1 million of aggregate principal amount remains outstanding and is eliminated for purposes ofconsolidation of the Company’s financial statements.These senior notes were the obligations of iHeartCommunications prior to the merger in 2008. 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' subsidiaries101IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSand, as a result, are structurally subordinated to all indebtedness and other liabilities of iHeartCommunications' subsidiaries. The senior notes rank equally inright of payment with all of iHeartCommunications' existing and future senior indebtedness and senior in right of payment to all existing and futuresubordinated indebtedness.10.0% Senior Notes due 2018As of December 31, 2016, iHeartCommunications had outstanding $347.0 million aggregate principal amount of 10.0% Senior Notes due 2018 (net of$503.0 million aggregate principal amount held by certain subsidiaries of iHeartCommunications). The 10.0% Senior Notes due 2018 mature on January 15,2018 and bear interest at a rate of 10.0% per annum, payable semi-annually on January 15 and July 15 of each year. On December 20, 2016,iHeartCommunications commenced an offer to noteholders to exchange its 10.0% Senior Notes due 2018 for newly-issued 11.25% Priority Guarantee Noteswhich will be issued as “additional notes” under the indenture governing iHeartCommunications' existing 11.25% Priority Guarantee Notes due 2021. OnFebruary 7, 2017, iHeartCommunications completed the exchange offer by issuing $476.4 million in aggregate principal amount of 11.25% PriorityGuarantee Notes due 2021 in exchange for $476.4 million of aggregate principal amount outstanding of its 10.0% Senior Notes due 2018, of which $241.4million is held by subsidiaries of iHeartCommunications.The 10% 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, asa result, are structurally subordinated to all indebtedness and other liabilities of iHeartCommunications' subsidiaries. The 10.0% 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.102IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSSubsidiary Senior NotesAs of December 31, 2016 and 2015, 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 2016 2015CCWH Senior Notes: 6.5% Series A Senior NotesDue 202211/15/2022 6.5% Payable to the trustee weekly inarrears and to noteholders on May15 and November 15 of each year $735,750 $735,7506.5% Series B Senior NotesDue 202211/15/2022 6.5% Payable to the trustee weekly inarrears and to noteholders on May15 and November 15 of each year 1,989,250 1,989,250CCWH Senior Subordinated Notes: 7.625% Series A Senior NotesDue 20203/15/2020 7.625% Payable to the trustee weekly inarrears and to noteholders on March15 and September 15 of each year 275,000 275,0007.625% Series B Senior NotesDue 20203/15/2020 7.625% Payable to the trustee weekly inarrears and to noteholders on March15 and September 15 of each year 1,925,000 1,925,000Total CCWH Notes $4,925,000 $4,925,000Clear Channel International B.V. Senior Notes: 8.75% Senior NotesDue 202012/15/2020 8.75% Payable semi-annually in arrears onJune 15 and December 15 of eachyear $225,000 $225,000Total Subsidiary SeniorNotes $5,150,000 $5,150,000CCWH Senior and Senior Subordinated NotesThe 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 Senior Subordinated Notes.103IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSRedemptionsCCWH may redeem the CCWH Senior Notes and the CCWH Senior Subordinated Notes at its option, in whole or in part, at redemption prices set forth in theindentures plus accrued and unpaid interest to the redemption dates and plus an applicable premium.Certain CovenantsThe indentures governing the CCWH Senior Notes and the CCWH Senior Subordinated Notes contain covenants that limit CCOH and its restrictedsubsidiaries ability to, among other things:•incur or guarantee additional debt or issue certain preferred stock;•make certain investments;•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 to it 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 its assets;•sell certain assets, including capital stock of its subsidiaries; and•in the case of the Series B CCWH Senior Notes and the Series B CCWH Senior Subordinated Notes, pay dividends, redeem or repurchase capitalstock or make other restricted payments.Clear Channel International B.V. Senior NotesThe Clear Channel International B.V. Senior Notes ("CCIBV Senior Notes") are guaranteed by certain of the International outdoor business’s existing andfuture subsidiaries. The Company does not guarantee or otherwise assume any liability for the CCIBV 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.RedemptionsClear 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 CovenantsThe indenture governing the CCIBV Senior Notes contains covenants that limit Clear Channel International B.V.’s ability and the ability of its restrictedsubsidiaries 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.104IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFuture Maturities of Long-term DebtFuture maturities of long-term debt at December 31, 2016 are as follows:(in thousands) 2017$343,4502018534,28720198,304,29720202,430,13120214,060,007Thereafter4,982,780Total (1) (2)$20,654,952(1)Excludes purchase accounting adjustments and original issue discount of $167.0 million and long-term debt fees of $123.0 million, which areamortized through interest expense over the life of the underlying debt obligations.(2)Excludes certain estimated applicable high yield discount obligation (“AHYDO”) catch-up payments on the principal amount outstanding of SeniorNotes due 2021 of $24.8 million, $64.7 million, and $68.4 million in 2018, 2019 and 2020, respectively.Surety Bonds, Letters of Credit and GuaranteesAs of December 31, 2016, iHeartCommunications had outstanding surety bonds, commercial standby letters of credit and bank guarantees of $60.0 million,$103.4 million and $35.7 million, respectively. Bank guarantees of $18.8 million were cash secured. These surety bonds, letters of credit and bankguarantees relate 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 the contract. Once the Company has built the structure, the cost is capitalized and expensedover the shorter of the economic life of the asset or the remaining life of the contract.105IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn 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.As of December 31, 2016, 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 Contracts2017$464,877 $435,186 $49,618 $64,2222018414,790 331,815 7,348 52,1342019384,257 286,270 4,449 48,0932020353,934 229,104 1,962 45,5002021320,798 191,197 2,097 6,250Thereafter2,147,942 411,341 12,242 —Total$4,086,598 $1,884,913 $77,716 $216,199Rent expense charged to operations for the years ended December 31, 2016, 2015 and 2014 was $1.12 billion, $1.14 billion and $1.17 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 InvestigationOn 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.Stockholder LitigationOn May 9, 2016, a stockholder of CCOH filed a derivative lawsuit in the Court of Chancery of the State of Delaware, captioned GAMCO Asset ManagementInc. v. iHeartMedia Inc. et al., C.A. No. 12312-VCS. The complaint names as defendants the Company, iHeartCommunications, Inc.("iHeartCommunications"), an indirect subsidiary of the Company, Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. (together, the "SponsorDefendants"), the Company's private equity sponsors and majority owners,106IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSand the members of CCOH's board of directors. CCOH also is named as a nominal defendant. The complaint alleges that the defendants have breached theirfiduciary duties by causing CCOH to: (i) continue to loan cash to iHeartCommunications under the intercompany note at below-market rates; (ii) abandon itsgrowth and acquisition strategies in favor of transactions that would provide cash to the Company and iHeartCommunications; (iii) issue new debt in theCCIBV note offering (the "CCIBV Note Offering") to provide cash to the Company and iHeartCommunications through a dividend; and (iv) effect the salesof certain outdoor markets in the U.S. (the "Outdoor Asset Sales") allegedly to provide cash to the Company and iHeartCommunications through a dividend.The complaint also alleges that the Company, iHeartCommunications and the Sponsor Defendants aided and abetted the directors' breaches of their fiduciaryduties. The complaint further alleges that the Company, iHeartCommunications and the Sponsor Defendants were unjustly enriched as a result of thesetransactions and that these transactions constituted a waste of corporate assets for which the defendants are liable to CCOH. The plaintiff is seeking, amongother things, a ruling that the defendants breached their fiduciary duties to CCOH and that the Company, iHeartCommunications and the Sponsor Defendantsaided and abetted the CCOH board of directors' breaches of fiduciary duty, rescission of payments made by CCOH to iHeartCommunications and its affiliatespursuant to dividends declared in connection with the CCIBV Note Offering and Outdoor Asset Sales, and an order requiring the Company,iHeartCommunications and the Sponsor Defendants to disgorge all profits they have received as a result of the alleged fiduciary misconduct.On July 20, 2016, the defendants filed a motion to dismiss plaintiff's verified stockholder derivative complaint for failure to state a claim upon which reliefcan be granted. On November 23, 2016, the Court granted defendants' motion to dismiss all claims brought by the plaintiff. On December 19, 2016, theplaintiff filed a notice of appeal of the ruling.NOTE 7 – INCOME TAXESSignificant components of the provision for income tax benefit (expense) are as follows:(In thousands)Years Ended December 31, 2016 2015 2014Current - Federal$(190) $(31) $(503)Current - foreign(44,555) (46,188) (27,256)Current - state(2,908) (12,890) 3,193Total current expense(47,653) (59,109) (24,566) Deferred - Federal38,715 (30,719) (29,284)Deferred - foreign56,747 5,269 4,308Deferred - state2,665 (2,398) (8,947)Total deferred benefit (expense)98,127 (27,848) (33,923)Income tax benefit (expense)$50,474 $(86,957) $(58,489)Current tax expense of $47.7 million was recorded for 2016 as compared to a current tax expense of $59.1 million for 2015. The current tax expense recordedin 2016 was primarily related to foreign income taxes on operating profits generated in certain foreign jurisdictions during the period. The decrease in currenttax expense when compared to 2015 was primarily attributable to a decrease in state tax expense which resulted from a reduction in unrecognized taxbenefits during 2016 in connection with the settlements of tax examinations during the period.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 2015.Deferred tax benefit of $98.1 million was recorded for 2016 compared with deferred tax expense of $27.8 million for 2015. The federal and state deferred taxbenefits recorded in 2016 were primarily attributable to the reversal of certain U.S. deferred tax liabilities attributable to indefinite-lived intangible assets thatwere disposed of in connections with the sale of nine non-strategic U.S. outdoor markets during the first quarter of 2016. In addition, the foreign deferred taxbenefit recorded in 2016 was primarily related to the $43.3 million deferred tax benefit for the release of valuation allowance against certain net operatingloss carryforwards107IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSin France. Due to positive evidence that now exists, the Company expects to realize the benefit of these net operating loss carryforwards in the future.Deferred tax expense of $27.8 million was recorded for 2015 compared with deferred tax expense of $33.9 million for 2014. The change in deferred tax isprimarily due to the valuation allowances recorded against the Company’s federal and state net operating losses during 2015.Significant components of the Company's deferred tax liabilities and assets as of December 31, 2016 and 2015 are as follows:(In thousands)2016 2015Deferred tax liabilities: Intangibles and fixed assets$2,016,861 $2,173,491Long-term debt37,205 79,758Investments— 3,701Other10,159 11,540Total deferred tax liabilities2,064,225 2,268,490 Deferred tax assets: Accrued expenses155,037 114,079Investments5,458 —Net operating loss carryforwards1,384,175 1,495,294Bad debt reserves10,137 9,256Other43,545 39,539Total gross deferred tax assets1,598,352 1,658,168Less: Valuation allowance991,222 944,576Total deferred tax assets607,130 713,592Net deferred tax liabilities$1,457,095 $1,554,898During 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 assets for the period ending December 31, 2016 were $47.1 million and the net foreign tax liabilities for the periodending December 31, 2015 were $9.3 million.At December 31, 2016, the Company had recorded net operating loss carryforwards (tax effected) for federal and state income tax purposes of approximately$1.2 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, 2016, the Company had recorded a partial valuation allowance of $853.9 million against thesedeferred tax assets attributable to federal and state net operating losses, of which $61.5 million was recorded during the current period ended December 31,2016. In addition, the Company recorded a net reduction of $14.8 million in valuation allowance against its foreign deferred tax assets during the year endedDecember 31, 2016. The net reduction is primarily due to a release of valuation allowances in France as a result of positive evidence that the net operatingloss carryforwards are more likely than not to be utilized in future periods. At December 31, 2016, the Company had recorded $152.5 million (tax-effected) ofdeferred tax assets for foreign net operating loss carryforwards, which are offset in part by an associated valuation allowance of $103.3 million. Additionaldeferred tax valuation108IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSallowance of $34.0 million offsets other foreign deferred tax assets that are not expected to be realized. Realization of these foreign deferred tax assets isdependent upon the Company’s ability to generate future taxable income in appropriate tax jurisdictions and carryforward periods. Due to the Company’sevaluation of all available evidence, including significant negative evidence of cumulative losses in these jurisdictions, the Company continues to recordvaluation allowances on the foreign deferred tax assets that are not expected to be realized. The Company expects to realize its remaining gross deferred taxassets based upon its assessment of deferred tax liabilities that will reverse in the same carryforward period and jurisdiction and are of the same character asthe net operating loss carryforwards and temporary differences that give rise to the deferred tax assets. Any deferred tax liabilities associated with acquiredFCC licenses, billboard permits and tax-deductible goodwill intangible assets are not relied upon as a source of future taxable income, as these intangibleassets have an indefinite life.At December 31, 2016, net deferred tax liabilities include a deferred tax asset of $28.6 million relating to stock-based compensation expense under ASC 718-10, Compensation—Stock Compensation. Full realization of this deferred tax asset requires stock options to be exercised at a price equaling or exceeding thesum of the grant price plus the fair value of the option at the grant date and restricted stock to vest at a price equaling or exceeding the fair market value at thegrant date. Accordingly, there can be no assurance that the stock price of the Company’s common stock will rise to levels sufficient to realize the entiredeferred tax benefit currently reflected in its balance sheet.Loss before income taxes:(In thousands)Years Ended December 31, 2016 2015 2014US$(349,829) $(700,376) $(800,879)Foreign59,352 49,843 97,210Total loss before income taxes$(290,477) $(650,533) $(703,669)The reconciliation of income tax computed at the U.S. federal statutory tax rates to the recorded income tax benefit (expense) is: Years Ended December 31,(In thousands)2016 2015 2014 Amount Percent Amount Percent Amount PercentIncome tax benefit at statutoryrates$101,667 35.0% $227,686 35.0% $246,284 35.0%State income taxes, net of federaltax effect6,372 2.2% 17,795 2.7% 26,518 3.8%Foreign income taxes(21,477) (7.4)% (23,474) (3.6)% 11,074 1.6%Nondeductible items(5,760) (2.0)% (5,764) (0.9)% (5,533) (0.8)%Changes in valuation allowanceand other estimates(31,229) (10.7)% (302,935) (46.6)% (333,641) (47.4)%Other, net901 0.3% (265) —% (3,191) (0.5)%Income tax benefit (expense)$50,474 17.4% $(86,957) (13.4)% $(58,489) (8.3)%The Company’s effective tax benefit rate for the year ended December 31, 2016 is 17.4%. The effective tax benefit rate for 2016 was impacted by the $43.3million deferred tax benefit recorded in connection with the release of valuation allowance in France, which was offset by $54.7 million of tax expenseattributable to the sale of our outdoor business in Australia. Additionally, the 2016 effective tax benefit rate was impacted by the $31.8 million valuationallowance recorded against a portion of current period federal and state deferred tax assets due to the uncertainty of the ability to realize those assets in futureperiods.A tax expense was recorded for the year ended December 31, 2015 of (13.4)%. The effective tax rate for 2015 was impacted by the $305.3 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.109IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSA tax expense was recorded for the year ended December 31, 2014 of (8.3)%. 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.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, 2016 and 2015 was $47.5 million and $45.0 million, respectively. The total amount of unrecognized tax benefits including accruedinterest and penalties at December 31, 2016 and 2015 was $145.4 million and $148.2 million, respectively, of which $115.1 million and $113.6 million isincluded in “Other long-term liabilities” on the Company’s consolidated balance sheets, respectively. In addition, $30.3 million and $34.6 million ofunrecognized tax benefits are recorded net with the Company’s deferred tax assets for its net operating losses as opposed to being recorded in “Other long-term liabilities” at December 31, 2016 and 2015, respectively. The total amount of unrecognized tax benefits at December 31, 2016 and 2015 that, ifrecognized, would impact the effective income tax rate is $53.8 million and $54.3 million, respectively.(In thousands)Years Ended December 31,Unrecognized Tax Benefits2016 2015Balance at beginning of period$103,208 $106,914Increases for tax position taken in the current year10,094 9,856Increases for tax positions taken in previous years3,024 3,087Decreases for tax position taken in previous years(11,157) (8,534)Decreases due to settlements with tax authorities(1,007) (3,821)Decreases due to lapse of statute of limitations(6,200) (4,294)Balance at end of period$97,962 $103,208The Company and its subsidiaries file income tax returns in the United States federal jurisdiction and various state and foreign jurisdictions. During 2016,the company settled several tax examinations that resulted in the reduction of unrecognized tax benefits of $11.2 million, excluding interest, during theperiod. In addition, the statute of limitations for certain tax years expired in the United Kingdom and other jurisdictions resulting in the reduction tounrecognized tax benefits of $6.2 million, excluding interest. During 2015, the statute of limitations for certain tax years expired in the United Kingdom andseveral state jurisdictions resulting in a reduction to unrecognized tax benefits of $4.3 million, excluding interest. Also during 2015, the Company settledcertain U.S. federal and state examinations with taxing authorities, resulting in decreases in unrecognized tax benefits relating to cash tax payments of $3.8million. All federal income tax matters through 2010 are closed. The Company is currently in appeals with the IRS for the Company’s tax returns for the2011 and 2012 periods. Substantially all material state, local, and foreign income tax matters have been concluded for years through 2008.110IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSNOTE 8 – STOCKHOLDERS’ DEFICITThe Company reports its noncontrolling interests in consolidated subsidiaries as a component of equity separate from the Company’s equity. The followingtable shows the changes in stockholders' deficit attributable to the Company and the noncontrolling interests of subsidiaries in which the Company has amajority, but not total, ownership interest:(In thousands)The Company NoncontrollingInterests ConsolidatedBalances as of January 1, 2016$(10,784,296) $177,615 $(10,606,681)Net income (loss)(296,318) 56,315 (240,003)Dividends and other payments to noncontrolling interests— (70,412) (70,412)Purchase of additional noncontrolling interests(1,224) 1,224 —Disposal of noncontrolling interests— (36,846) (36,846)Share-based compensation2,848 10,238 13,086Foreign currency translation adjustments27,343 (5,360) 21,983Unrealized holding loss on marketable securities(518) (58) (576)Other adjustments to comprehensive loss(10,622) (1,192) (11,814)Reclassifications adjustments42,328 4,402 46,730Other, net(199) (743) (942)Balances as of December 31, 2016$(11,020,658) $135,183 $(10,885,475)(In thousands)The Company NoncontrollingInterests ConsolidatedBalances as of January 1, 2015$(9,889,348) $224,140 $(9,665,208)Net income (loss)(754,621) 17,131 (737,490)Dividends and other payments to noncontrolling interests— (52,384) (52,384)Purchase of additional noncontrolling interests(40,819) (1,978) (42,797)Share-based compensation2,564 8,359 10,923Foreign currency translation adjustments(93,377) (21,529) (114,906)Unrealized holding gain on marketable securities495 58 553Other adjustments to comprehensive loss(9,253) (1,013) (10,266)Reclassifications adjustments734 74 808Other, net(671) 4,757 4,086Balances as of December 31, 2015$(10,784,296) $177,615 $(10,606,681)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 CCOH declared a special cash dividend, which was paid on January 7, 2016 to its stockholders of record atthe closing of business on January 4, 2016, in an aggregate amount equal to $217.8 million. Through111IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSour subsidiaries we received $196.3 million of this dividend. The remaining dividend was paid to CCOH’s public stockholders and was 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 $592.3 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.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, 2016 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, 2016, 2015 and 2014.The following table presents a summary of the Company's stock options outstanding at and stock option activity during the year ended December 31, 2016("Price" reflects the weighted average exercise price per share):112IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS(In thousands, except per share data)Options Price WeightedAverageRemainingContractual TermOutstanding, January 1, 20162,097 $35.03 Granted— — Exercised— — Forfeited(3) 10.00 Expired(2) 10.00 Outstanding, December 31, 2016 (1)2,092 35.09 2.6 yearsExercisable1,549 35.14 3.0 yearsExpected to Vest522 35.93 1.6 years(1)Non-cash compensation expense has not been recorded with respect to 0.5 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, 2016 is presented below:(In thousands, except per share data)Options Weighted Average GrantDate Fair ValueUnvested, January 1, 2016682 $15.99Granted— —Vested (1)(136) 1.39Forfeited(3) 10.00Unvested, December 31, 2016543 19.74(1)The total fair value of the options vested during the years ended December 31, 2016, 2015 and 2014 was $0.2 million, $0.3 million and $0.3million, respectively.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, 2016 (“Price” reflects the weighted average share price at the date of grant):(In thousands, except per share data)Awards PriceOutstanding, January 1, 20165,070 $5.36Granted1,408 1.02Vested (restriction lapsed)(505) 5.20Forfeited(201) 5.07Outstanding, December 31, 20165,772 4.43113IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSCCOH 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, 2016 2015 2014Expected volatility42% - 44% 37% – 56% 54% – 56%Expected life in years6.3 6.3 6.3Risk-free interest rate1.12% - 1.41% 1.70% – 2.07% 1.73% – 2.08%Dividend yield—% —% —%The following table presents a summary of CCOH’s stock options outstanding at and stock option activity during the year ended December 31, 2016:(In thousands, except per share data)Options Price(3) WeightedAverageRemainingContractualTerm AggregateIntrinsicValueOutstanding, January 1, 20165,348 $7.86 Granted (1)290 6.43 Exercised (2)(173) 3.66 Forfeited(159) 7.25 Expired(273) 12.15 Outstanding, December 31, 20165,033 7.71 4.9 years $2,539Exercisable3,868 7.86 3.8 years $2,526Expected to vest1,042 7.18 8.4 years $12(1)The weighted average grant date fair value of CCOH options granted during the years ended December 31, 2016, 2015 and 2014 was $2.82, $4.25and $4.69 per share, respectively.(2)Cash received from option exercises during the years ended December 31, 2016, 2015 and 2014 was $0.6 million, $3.8 million and $2.4 million,respectively. The total intrinsic value of the options exercised during the years ended December 31, 2016, 2015 and 2014 was $0.4 million, $2.8million and $1.5 million, respectively.(3)Reflects the weighted average exercise price per share.114IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSA summary of CCOH’s unvested options at and changes during the year ended December 31, 2016 is presented below:(In thousands, except per share data)Options Weighted Average GrantDate Fair ValueUnvested, January 1, 20161,690 $4.27Granted290 2.82Vested (1)(657) 4.18Forfeited(159) 4.22Unvested, December 31, 20161,164 3.97(1)The total fair value of CCOH options vested during the years ended December 31, 2016, 2015 and 2014 was $2.7 million, $4.2 million and $6.1million, 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 31,2016 ("Price" reflects the weighted average share price at the date of grant):(In thousands, except per share data)Awards PriceOutstanding, January 1, 20162,762 $8.43Granted1,510 5.67Vested (restriction lapsed)(1,198) 6.85Forfeited(331) 8.19Outstanding, December 31, 20162,743 7.63Share-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 $13.1 million, $10.9 million and $10.7 million,during the years ended December 31, 2016, 2015 and 2014, respectively.The tax benefit related to the share-based compensation expense for the years ended December 31, 2016, 2015 and 2014 was $5.0 million, $4.2 million and$4.1 million, respectively.As of December 31, 2016, there was $21.0 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, 2016, there was $26.4 million of unrecognized compensation cost related to unvested share-based compensation arrangements that will vestbased on market, performance and service conditions. This cost will be recognized when it becomes probable that the performance condition will besatisfied.115IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSLoss per ShareThe following table presents the computation of loss per share for the years ended December 31, 2016, 2015 and 2014:(In thousands, except per share data)Years Ended December 31, 2016 2015 2014NUMERATOR: Net loss attributable to the Company – common shares$(296,318) $(754,621) $(793,761) DENOMINATOR: Weighted average common shares outstanding – basic84,569 84,278 83,941Stock options and restricted stock(1):— — —Weighted average common shares outstanding – diluted84,569 84,278 83,941 Net loss attributable to the Company per common share: Basic$(3.50) $(8.95) $(9.46)Diluted$(3.50) $(8.95) $(9.46)(1)7.9 million, 7.2 million and 6.8 million stock options and restricted shares were outstanding at December 31, 2016, 2015 and 2014, respectively,that were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive.Subsequent EventIn December 2016, the Board of Directors and the Company's stockholders holding a majority of the votes entitled to be cast by all outstanding commonstock of the Company approved a Fourth Amended and Restated Certificate of Incorporation (the "New Charter"), and the New Charter became effective onJanuary 26, 2017 following the mailing of an Information Statement on Schedule 14C to the Company's stockholders. The New Charter authorizes theissuance of 200,000,000 shares of a new class of non-voting Class D Common Stock, par value $0.001 per share (the "Class D Common Stock"). The shares ofClass D Common Stock authorized by the New Charter may be issued without further approval from the Company's stockholders. The New Charter alsoauthorizes the issuance of 150,000,000 shares of "blank check" preferred stock, par value $0.001 per share (the "Preferred Stock"). The Board of Directors hasthe authority to establish one or more series of Preferred Stock and fix relative rights and preferences of any series of Preferred Stock, without any furtherapproval from the Company's stockholders.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 $30.9 million,$28.9 million and $32.1 million to these plans for the years ended December 31, 2016, 2015 and 2014, 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, 2016 was approximately $10.7 million recorded in “Other assets”and $10.7 million recorded in “Other long-term116IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSliabilities”, respectively. The asset and liability under the deferred compensation plan at December 31, 2015 was approximately $10.4 million recorded in“Other assets” and $10.4 million recorded in “Other long-term liabilities”, respectively.NOTE 10 — OTHER INFORMATIONThe following table discloses the components of "Other income (expense)" for the years ended December 31, 2016, 2015 and 2014, respectively:(In thousands)Years Ended December 31, 2016 2015 2014Foreign exchange gain (loss)$(69,880) $15,468 $15,554Other(3,222) (2,412) (6,450)Total other income (expense), net$(73,102) $13,056 $9,104The following table discloses the increase (decrease) in other comprehensive income (loss) related to deferred income tax liabilities for the years endedDecember 31, 2016, 2015 and 2014, respectively:(In thousands)Years Ended December 31, 2016 2015 2014Foreign currency translation adjustments and other$(1,044) $1,585 $2,559Total increase in deferred tax liabilities$(1,044) $1,585 $2,559The following table discloses the components of “Other current assets” as of December 31, 2016 and 2015, respectively:(In thousands)As of December 31, 2016 2015Inventory$22,068 $24,833Deposits2,717 3,184Other30,280 51,252Total other current assets$55,065 $79,269The following table discloses the components of “Other assets” as of December 31, 2016 and 2015, respectively:(In thousands)As of December 31, 2016 2015Investments in, and advances to, nonconsolidated affiliates$14,477 $27,710Other investments73,381 61,128Notes receivable132 156Prepaid expenses— 7,932Deposits20,963 26,025Prepaid rent70,603 74,114Non-qualified plan assets10,733 10,385Other37,161 7,637Total other assets$227,450 $215,087117IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe following table discloses the components of “Other long-term liabilities” as of December 31, 2016 and 2015, respectively:(In thousands)As of December 31, 2016 2015Unrecognized tax benefits$115,078 $113,563Asset retirement obligation42,067 47,574Non-qualified plan liabilities10,733 10,385Deferred income154,246 137,942Deferred rent155,339 141,911Employee related liabilities55,460 47,491Other39,054 27,705Total other long-term liabilities$571,977 $526,571The following table discloses the components of “Accumulated other comprehensive loss,” net of tax, as of December 31, 2016 and 2015, respectively:(In thousands)As of December 31, 2016 2015Cumulative currency translation adjustment$(319,696) $(389,367)Cumulative unrealized gain on securities1,428 1,946Cumulative other adjustments(37,608) (26,986)Total accumulated other comprehensive loss$(355,876) $(414,407)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 and Asia. The Other category includes the Company’smedia representation business as well as other general support services and initiatives that are ancillary to the Company’s other businesses. Corporateincludes 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.118IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS(In thousands)iHM Americas OutdoorAdvertising InternationalOutdoorAdvertising Other Corporate andother reconcilingitems Eliminations ConsolidatedYear Ended December 31, 2016Revenue$3,403,040 $1,278,413 $1,423,982 $171,593 $— $(3,455) $6,273,573Direct operating expenses975,463 570,310 865,259 1,255 — — 2,412,287Selling, general andadministrative expenses1,102,998 225,415 289,787 109,623 — (1,924) 1,725,899Corporate expenses— — — — 342,556 (1,531) 341,025Depreciation and amortization243,964 185,654 152,758 17,304 35,547 — 635,227Impairment charges— — — — 8,000 — 8,000Other operating income, net— — — — 353,556 — 353,556Operating income (loss)$1,080,615 $297,034 $116,178 $43,411 $(32,547) $— $1,504,691Intersegment revenues$— $3,455 $— $— $— $— $3,455Segment assets$7,392,872 $3,175,355 $1,342,356 $237,435 $714,445 $(216) $12,862,247Capital expenditures$73,221 $81,401 $143,788 $2,460 $13,847 $— $314,717Share-based compensationexpense$— $— $— $— $13,086 $— $13,086Year Ended December 31, 2015Revenue$3,284,320 $1,349,021 $1,457,183 $153,736 $— $(2,744) $6,241,516Direct operating expenses972,937 597,382 897,520 3,274 — — 2,471,113Selling, general andadministrative expenses1,065,066 233,254 298,250 110,526 — (2,744) 1,704,352Corporate expenses— — — — 314,999 — 314,999Depreciation and amortization240,207 204,514 166,060 20,622 42,588 — 673,991Impairment charges— — — — 21,631 — 21,631Other operating income, net— — — — 94,001 — 94,001Operating income (loss)$1,006,110 $313,871 $95,353 $19,314 $(285,217) $— $1,149,431Intersegment revenues$— $2,744 $— $— $— $— $2,744Segment assets$7,522,998 $3,567,764 $1,573,161 $229,067 $976,417 $(196,292) $13,673,115Capital expenditures$63,814 $82,165 $132,554 $2,039 $15,808 $— $296,380Share-based compensationexpense$— $— $— $— $10,923 $— $10,923Year Ended December 31, 2014Revenue$3,161,503 $1,350,623 $1,610,636 $202,497 $— $(6,726) $6,318,533Direct operating expenses932,172 605,771 991,117 14,255 — (3,280) 2,540,035Selling, general andadministrative expenses1,013,407 233,641 314,878 122,448 — (3,436) 1,680,938Corporate expenses— — — — 320,941 (10) 320,931Depreciation and amortization240,846 203,928 198,143 29,435 38,546 — 710,898Impairment charges— — — — 24,176 — 24,176Other operating income, net— — — — 40,031 — 40,031Operating income (loss)$975,078 $307,283 $106,498 $36,359 $(343,632) $— $1,081,586Intersegment revenues$10 $3,436 $— $3,280 $— $— $6,726Segment assets$7,700,435 $3,648,735 $1,680,598 $266,880 $542,931 $— $13,839,579Capital expenditures$53,914 $109,727 $117,480 $2,233 $34,810 $— $318,164Share-based compensationexpense$— $— $— $— $10,713 $— $10,713Revenue of $1.6 billion, $1.6 billion and $1.8 billion derived from the Company’s foreign operations are included in the data above for the years endedDecember 31, 2016, 2015 and 2014, respectively. Revenue of $4.7 billion, $4.6 billion and $4.5 billion derived119IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSfrom the Company’s U.S. operations are included in the data above for the years ended December 31, 2016, 2015 and 2014, respectively.Identifiable long-lived assets of $540.4 million, $629.5 million and $682.7 million derived from the Company’s foreign operations are included in the dataabove for the years ended December 31, 2016, 2015 and 2014, respectively. Identifiable long-lived assets of $1.4 billion, $1.6 billion and $2.0 billionderived from the Company’s U.S. operations are included in the data above for the years ended December 31, 2016, 2015 and 2014, respectively.120IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSNOTE 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, 2016 2015 2016 2015 2016 2015 2016 2015Revenue$1,363,505 $1,344,564 $1,618,532 $1,599,859 $1,570,418 $1,579,514 $1,721,118 $1,717,579Operating expenses: Direct operatingexpenses568,371 577,692 617,246 615,163 595,576 627,150 631,094 651,108Selling, general andadministrativeexpenses425,568 416,881 434,581 424,562 421,700 429,426 444,050 433,483Corporate expenses77,879 77,422 87,650 80,295 86,779 74,775 88,717 82,507Depreciation andamortization155,456 170,453 162,144 168,394 158,453 166,320 159,174 168,824Impairment charges— — — — 8,000 21,631 — —Other operatingincome, net284,463 (8,974) (64,190) 100,754 (505) 6,914 133,788 (4,693)Operating income420,694 93,142 252,721 412,199 299,405 267,126 531,871 376,964Interest expense463,950 441,771 465,991 452,957 459,852 453,921 460,189 456,847Gain (loss) oninvestments, net— 579 — — (13,767) (5,000) 860 —Equity in earnings(loss) ofnonconsolidatedaffiliates(433) 331 (1,610) (690) 1,117 (857) (15,807) 314Gain (loss) onextinguishment ofdebt— (2,201) — — 157,556 — — —Other income(expense), net(5,712) 19,891 (34,019) 16,211 (7,323) (17,976) (26,048) (5,070)Income (loss) beforeincome taxes(49,401) (330,029) (248,899) (25,237) (22,864) (210,628) 30,687 (84,639)Income tax benefit(expense)(9,493) (56,605) (27,137) (22,077) (5,613) (2,841) 92,717 (5,434)Consolidated netincome (loss)(58,894) (386,634) (276,036) (47,314) (28,477) (213,469)123,404 (90,073)Less amountattributable tononcontrollinginterest29,621 (1,668) 2,858 7,152 6,474 8,448 17,362 3,199Net income(loss)attributable tothe Company$(88,515) $(384,966) $(278,894) $(54,466) $(34,951) $(221,917) $106,042 $(93,272) Net income (loss) to the Company per common share:Basic$(1.05) $(4.58) $(3.30) $(0.65) $(0.41) $(2.63) $1.25 $(1.11)Diluted$(1.05) $(4.58) $(3.30) $(0.65) $(0.41) $(2.63) $1.24 $(1.11)The Company's Class A common shares are quoted for trading on the OTC / Pink Sheets Bulletin Board under the symbol IHRT.121IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSNOTE 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 until2018. 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, 2016, 2015 and 2014, the Company recognized management fees and reimbursableexpenses of $15.3 million, $15.4 million and $15.2 million, respectively.Stock PurchasesOn August 9, 2010, iHeartCommunications announced that its board of directors approved a stock purchase program under which iHeartCommunications orits subsidiaries could 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.The stock 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. As a result of this purchase, the stock purchase programconcluded. The purchase of shares in excess of the amount available under the stock purchase program was separately approved by the board of directors. Asof December 31, 2016, iHeartCommunications and its subsidiaries held 10,726,917 shares of CCOH's Class A Common Stock and all of CCOH's Class Bcommon stock, which collectively represented 89.9% of the outstanding shares of CCOH’s common stock on a fully-diluted basis, assuming the conversionof all of CCOH’s Class B common stock into Class A common stock.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. 122ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureNot ApplicableITEM 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, 2016 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, 2016, 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, 2016, 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, 2016. The report, whichexpresses an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, 2016, 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.123Report of Independent Registered Public Accounting FirmThe Board of Directors and StockholdersiHeartMedia, Inc.We have audited iHeartMedia, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2016, 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 Annual Report on Internal ControlOver Financial 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, 2016, 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, 2016 and 2015, and the related consolidated statements of comprehensive loss, changes in stockholders' deficit and cashflows for each of the three years in the period ended December 31, 2016 and our report dated February 23, 2017 expressed an unqualified opinion thereon./s/ Ernst & Young LLPSan Antonio, TexasFebruary 23, 2017124ITEM 9B. Other InformationNot Applicable125PART IIIITEM 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 2017Annual 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 CompensationThe 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 MattersPlan Category Number of Securities to be issuedupon exercise of outstandingoptions, warrants and rights Weighted-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) 7,870,234(3) $35.09 3,161,342Equity Compensation Plansnot approved by securityholders — — —Total 7,870,234 $35.09 3,161,342(1)The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect the sharesthat will be issued upon the vesting of outstanding awards of restricted stock, which have no exercise price.(2)Represents the 2008 Executive Incentive Plan and the 2015 Executive Long-Term Incentive Plan. The 2008 Executive Incentive Planautomatically terminated (other than with respect to outstanding awards) upon stockholder approval of the 2015 Executive Long-TermIncentive Plan at our Annual Stockholder Meeting held on May 18, 2015 and, as a result, there are no shares available for grant under the 2008Executive Incentive Plan.(3)This number includes shares subject to outstanding awards granted, of which 2,092,126 shares are subject to outstanding options and 5,778,108shares 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.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.126PART IVITEM 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, 2016 and 2015.Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2016, 2015 and 2014.Consolidated Statements of Changes in Stockholders' Deficit for the Years Ended December 31, 2016, 2015 and 2014.Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015 and 2014.Notes to Consolidated Financial Statements2. Financial Statement Schedule.The following financial statement schedule for the years ended December 31, 2016, 2015 and 2014 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 AccountsAll 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.127SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTSAllowance 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) PeriodYear ended December 31, 2014 $47,745 $14,167 $27,014 $(2,502) $32,396Year ended December 31, 2015 $32,396 $30,579 $26,310 $(1,776) $34,889Year ended December 31, 2016 $34,889 $27,390 $27,898 $(499) $33,882(1)Primarily foreign currency adjustments and acquisition and/or divestiture activity.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, 2014 $327,623 $356,583 $(230) $(28,318) $655,658Year ended December 31, 2015 $655,658 $314,098 $(457) $(24,723) $944,576Year ended December 31, 2016 $944,576 $109,285 $(49,577) $(13,062) $991,222(1)During 2014, 2015 and 2016, the Company recorded valuation allowances on deferred tax assets attributable to net operating losses in certainforeign jurisdictions. In addition, during 2015 and 2016 the Company recorded a valuation allowance of $305.3 million and $61.5 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 2014, 2015 and 2016, 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. During 2016, the Companyreleased valuation allowances in France in the amount of $43.3 million.(3)During 2014, 2015 and 2016, 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.1283. Exhibits.ExhibitNumber Description3.1* Fourth Amended and Restated Certificate of Incorporation of iHeartMedia, Inc. 3.2 Amended and Restated ByLaws of iHeartMedia, Inc. (Incorporated by reference to Exhibit 3.2 to the iHeartMedia, Inc. RegistrationStatement on Form S-4 (File No. 333-151345) filed on June 2, 2008). 4.1 Senior Indenture dated October 1, 1997, by and between iHeartCommunications, Inc. and The Bank of New York, as Trustee (Incorporatedby reference to Exhibit 4.2 to the iHeartCommunications, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 1997). 4.2 Third Supplemental Indenture dated June 16, 1998 to 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. Current Report on Form8-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 the iHeartCommunications,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., iHeartMediaCapital I, LLC, the other guarantors party thereto, Wilmington Trust FSB, as Trustee, and the other agents party thereto (Incorporated byreference to Exhibit 4.1 to the iHeartCommunications, Inc. Current Report on Form 8-K filed on February 24, 2011). 4.5 Supplemental Indenture, dated as of June 14, 2011, to Indenture dated as of February 23, 2011, among iHeartCommunications, Inc. andWilmington Trust FSB, as Trustee (Incorporated by reference to Exhibit 4.1 to the iHeartCommunications, Inc. Current Report on Form 8-Kfiled on June 14, 2011). 4.6 Indenture, dated as of October 25, 2012, among iHeartCommunications, Inc., iHeartMedia Capital I, LLC, as guarantor, the other guarantorsparty thereto, U.S. Bank National Association, as trustee, and Deutsche Bank Trust Company Americas, as collateral agent (Incorporated byreference to Exhibit 4.1 to the iHeartCommunications, Inc. Current Report on Form 8-K filed on October 25, 2012). 4.7 Indenture, dated as of February 28, 2013, among iHeartCommunications, Inc., iHeartMedia Capital I, LLC, as guarantor, the other guarantorsparty thereto, U.S. Bank National Association, as trustee, and Deutsche Bank Trust Company Americas, as collateral agent (Incorporated byreference to Exhibit 4.1 to the iHeartCommunications, Inc. Current Report on Form 8-K filed on March 1, 2013). 4.8 Indenture, dated as of June 21, 2013, among iHeartCommunications, Inc., iHeartMedia Capital I, LLC, as guarantor, the other guarantorsparty thereto, Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, 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 onJune 21, 2013). 4.9 First Supplemental Indenture, dated as of December 16, 2013, to Indenture dated as of June 21, 2013, by and among iHeartCommunications,Inc., iHeartMedia Capital I, LLC, as guarantor, the other guarantors party thereto, Law Debenture Trust Company of New York, as trustee, andDeutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (Incorporated by reference to Exhibit 4.26 toAmendment No. 1 to the iHeartCommunications, Inc. Registration Statement 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 Debenture Trust Company ofNew York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (Incorporated by reference toExhibit 4.28 to Amendment No. 2 to the iHeartCommunications, Inc. Registration Statement on Form S-4 (File No. 333-192614) filed onDecember 24, 2013). 1294.11 Indenture with respect to 7.625% Series A Senior Subordinated Notes due 2020, dated as of March 15, 2012, by and among Clear ChannelWorldwide Holdings, Inc., Clear Channel Outdoor Holdings, Inc., Clear Channel Outdoor, Inc., the other guarantors party thereto and U.S.Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Clear Channel Outdoor Holdings, Inc. Current Reporton 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 among Clear ChannelWorldwide Holdings, Inc., Clear Channel Outdoor Holdings, Inc., Clear Channel Outdoor, Inc., the other guarantors party thereto and U.S.Bank National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Clear Channel Outdoor Holdings, Inc. Current Reporton 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 Clear Channel WorldwideHoldings, Inc., Clear Channel Outdoor Holdings, Inc., Clear Channel Outdoor, Inc., the other guarantors party thereto and U.S. Bank NationalAssociation, as trustee (Incorporated by reference to Exhibit 4.1 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-Kfiled 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 Clear Channel WorldwideHoldings, Inc., Clear Channel Outdoor Holdings, Inc., Clear Channel Outdoor, Inc., the other guarantors party thereto and U.S. Bank NationalAssociation, as trustee (Incorporated by reference to Exhibit 4.2 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-Kfiled 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 byreference 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 Capital I, LLC, asguarantor, the other guarantors party thereto, and Law Debenture Trust Company of New York, as trustee (incorporated by reference toExhibit 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, the otherguarantors party thereto, U.S. Bank National Association, as trustee, paying agent, registrar, authentication agent and transfer agent, andDeutsche Bank Trust Company Americas, as collateral agent (incorporated by reference to Exhibit 4.1 to iHeartCommunications, Inc.’sCurrent 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, among iHeartCommunications,Inc., iHeartMedia Capital I, LLC, as guarantor, certain subsidiary guarantors named therein, U.S. Bank National Association, as trustee,paying agent, registrar, authentication agent and transfer agent and Deutsche Bank Trust Company 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, the other guarantorsparty thereto, U.S. Bank National Association, as trustee, paying agent, registrar, authentication agent and transfer agent, and Deutsche BankTrust Company Americas, as collateral agent (Incorporated by reference to Exhibit 4.1 to the iHeartCommunications, Inc. Current Report onForm 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 NationalAssociation, as trustee, paying agent, registrar, authentication agent and transfer agent (incorporated by reference to Exhibit 4.1 to ClearChannel Outdoor Holdings, Inc.’s Current Report on Form 8-K filed on December 16, 2015). 1304.22 Fourth Supplemental Indenture, dated as of October 3, 2016, to Indenture dated as of June 21, 2013, between iHeartCommunications, Inc.and Law Debenture Trust Company of New York, as trustee (Incorporated by reference to Exhibit 4.1 to the iHeartCommunications, Inc.Current Report on Form 8-K filed on October 4, 2016).4.23 Second Supplemental Indenture, dated as of November 28, 2016, to Indenture dated as of February 23, 2011, among certain subsidiaryguarantors named therein, Wilmington Trust, National Association, as trustee, and Deutsche Bank Trust Company Americas, as collateralagent, paying agent, registrar, authentication agent and transfer agent (Incorporated by reference to Exhibit 4.23 to theiHeartCommunications, Inc. Annual Report on Form 10-K for the year ended December 31, 2016).4.24 First Supplemental Indenture, dated as of November 28, 2016, to Indenture dated as of October 25, 2012, among certain subsidiaryguarantors named therein, U.S. Bank National Association, as trustee, paying agent, registrar, and transfer agent and Deutsche Bank TrustCompany Americas, as collateral agent (Incorporated by reference to Exhibit 4.24 to the iHeartCommunications, Inc. Annual Report on Form10-K for the year ended December 31, 2016).4.25 First Supplemental Indenture, dated as of November 28, 2016, to Indenture dated as of February 28, 2013, among certain subsidiaryguarantors named therein, U.S. Bank National Association, as trustee, paying agent, registrar, authentication agent and transfer agent andDeutsche Bank Trust Company Americas, as collateral agent (Incorporated by reference to Exhibit 4.25 to the iHeartCommunications, Inc.Annual Report on Form 10-K for the year ended December 31, 2016).4.26 Second Supplemental Indenture, dated as of November 28, 2016, to Indenture dated as of September 10, 2014, among certain subsidiaryguarantors named therein, U.S. Bank National Association, as trustee, paying agent, registrar, authentication agent and transfer agent andDeutsche Bank Trust Company Americas, as collateral agent (Incorporated by reference to Exhibit 4.26 to the iHeartCommunications, Inc.Annual Report on Form 10-K for the year ended December 31, 2016).4.27 First Supplemental Indenture, dated as of November 28, 2016, to Indenture dated as of February 26, 2015, among certain subsidiaryguarantors named therein, U.S. Bank National Association, as trustee, paying agent, registrar, authentication agent and transfer agent andDeutsche Bank Trust Company Americas, as collateral agent (Incorporated by reference to Exhibit 4.27 to the iHeartCommunications, Inc.Annual Report on Form 10-K for the year ended December 31, 2016).4.28 Fifth Supplemental Indenture, dated as of November 28, 2016, to Indenture dated as of June 21, 2013, among certain subsidiary guarantorsnamed therein and Law Debenture Trust Company of New York, as trustee (Incorporated by reference to Exhibit 4.28 to theiHeartCommunications, Inc. Annual Report on Form 10-K for the year ended December 31, 2016).4.29 Sixth Supplemental Indenture, dated as of December 9, 2016, to Indenture dated as of June 21, 2013, between iHeartCommunications, Inc.and Delaware Trust Company, as trustee (Incorporated by reference to Exhibit 4.1 to the iHeartCommunications, Inc. Current Report on Form8-K filed on December 12, 2016)4.30 Second Supplemental Indenture, dated as of February 7, 2017, to Indenture dated as of February 28, 2013, among iHeartCommunications,Inc., iHeartMedia Capital I, LLC, as guarantor, the other guarantors party thereto, and UMB Bank, National Association, as trustee(Incorporated by reference to Exhibit 4.1 to the iHeartCommunications, Inc. Current Report on Form 8-K filed on February 7, 2017).4.31 Registration Rights Agreement, dated February 7, 2017, by and among iHeartCommunications, Inc., iHeartMedia Capital I, LLC asguarantor, the subsidiary guarantors party thereto, and Moelis & Company LLC, as dealer manager (Incorporated by reference to Exhibit 4.2to the iHeartCommunications, Inc. Current Report on Form 8-K filed on February 7, 2017).10.1 Amended and Restated Credit Agreement, dated as of February 23, 2011, by and among iHeartCommunications, Inc., the subsidiary co-borrowers and foreign subsidiary revolving borrowers party thereto, iHeartMedia Capital I, LLC, Citibank, N.A., as Administrative Agent, thelenders from time 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 February 24, 2011). 13110.2 Amendment No. 1 to Amended and Restated Credit Agreement, dated as of October 25, 2012, by and among iHeartCommunications, Inc.,iHeartMedia Capital I, LLC, the subsidiary co-borrowers party thereto, the foreign subsidiary revolving borrowers thereto, Citibank, N.A. asAdministrative Agent, the lenders from time to time party thereto and the other agents party thereto (Incorporated by reference to Exhibit10.1 to the iHeartCommunications, Inc. Current Report on Form 8-K filed 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. Bank NationalAssociation, as trustee, and Deutsche Bank Trust Company Americas, as collateral agent (Incorporated by reference to Exhibit 10.2 to theiHeartCommunications, 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 among iHeartCommunications, Inc.,iHeartMedia Capital I, LLC, the subsidiary co-borrowers party thereto, the foreign subsidiary revolving borrowers thereto, Citibank, N.A. asAdministrative Agent, the lenders from time to time party thereto and the other agents party thereto (Incorporated by reference to Exhibit10.1 to the iHeartCommunications, Inc. Current Report on Form 8-K filed on June 4, 2013). 10.5 Amendment No. 3 to Amended and Restated Credit Agreement, dated as of December 18, 2013, by and among iHeartCommunications, Inc.,iHeartMedia Capital I, LLC, the subsidiary co-borrowers party thereto, the foreign subsidiary revolving borrowers thereto, Citibank, N.A., asAdministrative Agent, the lenders from time to time party thereto and the other agents party thereto (Incorporated by reference to Exhibit10.1 to the iHeartCommunications, Inc. Current Report on Form 8-K filed 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 from time to time party thereto and theother agents party thereto (Incorporated by reference to Exhibit 10.1 to the iHeartCommunications, Inc. Current Report on Form 8-K filed onDecember 27, 2012). 10.7 Revolving Promissory Note dated November 10, 2005 payable by iHeartCommunications, Inc. to Clear Channel Outdoor Holdings, Inc. inthe original principal amount of $1,000,000,000 (Incorporated by reference to Exhibit 10.8 to the Clear Channel 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 10.41 to theiHeartMedia, 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 to theiHeartCommunications, 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. to iHeartCommunications, Inc. inthe original principal amount of $1,000,000,000 (Incorporated by reference to Exhibit 10.7 to the 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 Clear ChannelOutdoor Holdings, Inc., as Maker, to iHeartCommunications, Inc. (Incorporated by reference to Exhibit 10.42 to the iHeartMedia, 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. (Incorporatedby reference to Exhibit 10.1 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31,2005). 10.13 Corporate Services Agreement dated November 16, 2005 between Clear Channel Outdoor Holdings, Inc. and iHeartMedia ManagementServices, L.P. (Incorporated by reference to Exhibit 10.3 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for theyear ended December 31, 2005). 132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 for the year endedDecember 31, 2005). 10.15 Employee Matters Agreement dated November 10, 2005 between Clear Channel Outdoor Holdings, Inc. and iHeartCommunications, Inc.(Incorporated by reference to Exhibit 10.5 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year endedDecember 31, 2005). 10.16 Amended and Restated License Agreement dated November 10, 2005 between iHM Identity, Inc. and Outdoor Management Services, Inc.(Incorporated by reference to Exhibit 10.5 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year endedDecember 31, 2005). 10.17 First Amended and Restated Management Agreement, dated as of July 28, 2008, by and among iHeartMedia, Inc., BT Triple Crown MergerCo., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, THL Managers VI, LLC and Bain Capital Partners, LLC (Incorporated byreference 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., B Triple Crown Finco,LLC, T Triple Crown Finco, LLC, iHeartMedia, Inc., Highfields Capital I LP, Highfields Capital II LP, Highfields Capital III LP andHighfields Capital Management LP (Incorporated by reference to Annex E to the iHeartMedia, Inc. Registration Statement on Form S-4 (FileNo. 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, T Triple CrownFinco, LLC, iHeartMedia, Inc., Abrams Capital Partners I, LP, Abrams Capital Partners II, LP, Whitecrest Partners, LP, Abrams CapitalInternational, Ltd. and Riva Capital Partners, LP (Incorporated by reference to Annex F to the iHeartMedia, Inc. Registration Statement onForm 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., Clear ChannelCapital IV, LLC, Clear Channel Capital V, L.P., L. Lowry Mays, Randall T. Mays, Mark P. Mays, LLM Partners, Ltd., MPM Partners, Ltd. andRTM Partners, Ltd. (Incorporated by reference to Exhibit 10.2 to the iHeartMedia, Inc. Annual Report on Form 10-K for the year endedDecember 31, 2009). 10.21§ Side Letter Agreement, dated as of July 29, 2008, among iHeartMedia, Inc., Clear Channel Capital IV, LLC, Clear Channel Capital 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 toExhibit 10.3 to the iHeartMedia, Inc. Annual Report on Form 10-K for the year ended December 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. LeeEquity Fund VI, L.P. and BT Triple Crown Merger Co., Inc. (Incorporated by reference to Exhibit 99.6 to the iHeartMedia, Inc. Form 8-ARegistration 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 ChannelCapital V, L.P., Randall T. Mays and RTM Partners, Ltd. (Incorporated by reference to Exhibit 99.3 to the iHeartCommunications, 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-Q for the quarter ended June30, 2013). 10.25§ Stock Purchase Agreement dated as of November 15, 2010 by and among iHeartMedia, Inc., Clear Channel Capital IV, LLC, Clear ChannelCapital V, L.P. and Pittman CC LLC (Incorporated by reference to Exhibit 10.3 to the iHeartMedia, Inc. Quarterly Report on Form 10-Q forthe 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 ended December 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 ended December 31, 2013). 13310.28§ Letter Agreement dated as of January 13, 2014 by and between FalconAgain Inc. and iHeartMedia + Entertainment, Inc. (Incorporated byreference to Exhibit 10.24 to the iHeartMedia, Inc. Annual Report on Form 10-K for the year ended December 31, 2013). 10.29§ Clear Channel 2008 Executive Incentive Plan (the “CC Executive Incentive Plan”) (Incorporated by reference to Exhibit 10.26 to theiHeartMedia, 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 10.1 to theiHeartMedia, 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 Exhibit 10.20 to theiHeartMedia, 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 by reference to Exhibit10.21 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 Exhibit 10.22 to theiHeartMedia, 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 to theiHeartMedia, 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 onForm 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. Annual Report on Form10-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 Incentive Plan”) (Incorporatedby reference to Exhibit 10.2 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed 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 Clear ChannelOutdoor 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 to Exhibit 10.33to 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 10.3 to the ClearChannel 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 Exhibit 10.16 to theClear 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 by reference toExhibit 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 the Clear ChannelOutdoor 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 Exhibit 10.26 to theClear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2015). 13410.45§ Form of Restricted Stock Unit Award Agreement under the CCOH 2012 Stock Incentive Plan (Incorporated by reference to Exhibit 10.27 tothe 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 to Appendix B to theClear Channel Outdoor Holdings, Inc. Definitive Proxy Statement on Schedule 14A for its 2012 Annual Meeting of Stockholders filed onApril 9, 2012). 10.47§ Relocation Policy - Chief Executive Officer and Direct Reports (Guaranteed Purchase Offer) (Incorporated by reference to Exhibit 10.1 to theiHeartCommunications, 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 Exhibit 10.2 to theiHeartCommunications, 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. CurrentReport on Form 8-K filed on October 12, 2010). 10.50§ Form of iHeartMedia, Inc. and iHeartCommunications, Inc. Indemnification Agreement (Incorporated by reference to Exhibit 10.26 to theiHeartMedia, 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 dated September 18, 2012(Incorporated by reference to Exhibit 10.3 to the iHeartMedia, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30,2012). 10.52§ Form of Clear Channel Outdoor Holdings, Inc. Independent Director Indemnification Agreement (Incorporated by reference to Exhibit 10.1to 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 to Exhibit 10.2 to theClear 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 ended September 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 ended September 30,2012). 10.56§ Amended and Restated Employment Agreement, dated as of January 13, 2014 between Robert Pittman and iHeartMedia, Inc. (Incorporatedby 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 by reference to Exhibit10.1 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 on January 5, 2010). 10.59§ Employment Agreement, effective as of January 24, 2012, between C. William Eccleshare and Clear Channel Outdoor Holdings, Inc.(Incorporated by reference to Exhibit 10.1 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-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 Clear Channel OutdoorHoldings, Inc. (incorporated by reference to Exhibit 10.1 to the Clear Channel Outdoor Holdings, Inc. Quarterly Report on Form 10-Q for thequarter ended March 31, 2015). 13510.61§ Amendment No. 2 to Employment Agreement, effective as of December 17, 2015, between C. William Eccleshare and Clear ChannelOutdoor Holdings, Inc. (incorporated by reference to Exhibit 10.38 to Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-Kfor 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 ended December 31, 2011). 10.63§ Form of Executive Option Agreement under the CC Executive Incentive Plan, dated as of December 31, 2010, between Robert H. Walls, Jr.and iHeartMedia, Inc. (Incorporated by reference to Exhibit 10.44 to the iHeartCommunications, Inc. Annual Report on Form 10-K for theyear 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 andiHeartMedia, Inc. (Incorporated by reference to Exhibit 10.63 to the iHeartMedia, Inc. Annual Report on Form 10-K for the year endedDecember 31, 2011). 10.65§ Executive Option Agreement under the CC Executive Incentive Plan, dated as of October 2, 2011, between Robert W. Pittman andiHeartMedia, Inc. (Incorporated by reference to Exhibit 10.2 to the iHeartMedia, Inc. Quarterly Report on Form 10-Q for the quarter endedSeptember 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. Current Report on Form 8-K filed onJanuary 13, 2014). 10.67§ Form of Restricted Stock Agreement under the CC Executive Incentive Plan, dated October 15, 2012, between Robert W. Pittman andiHeartMedia, Inc. (Incorporated by reference to Exhibit 10.74 to the iHeartMedia, Inc. Annual Report on Form 10-K for the year endedDecember 31, 2012). 10.68§ Form of Restricted Stock Agreement under the CC Executive Incentive Plan, dated October 15, 2012, between Robert H. Walls, Jr. andiHeartMedia, Inc. (Incorporated by reference to Exhibit 10.75 to the iHeartMedia, Inc. Annual Report on Form 10-K for the year endedDecember 31, 2012). 10.69§ Form of Restricted Stock Agreement under the CC Executive Incentive Plan, dated October 22, 2012, between Scott D. Hamilton andiHeartMedia, Inc. (Incorporated by reference to Exhibit 10.77 to the iHeartMedia, Inc. Annual Report on Form 10-K for the year endedDecember 31, 2012). 10.70§ Form of Restricted Stock Agreement under the CC Executive Incentive Plan, dated October 22, 2012, between Robert H. Walls, Jr. andiHeartMedia, Inc. (Incorporated by reference to Exhibit 10.78 to the iHeartMedia, Inc. Annual Report on Form 10-K for the year endedDecember 31, 2012). 10.71§ Restricted Stock Agreement under the CC Executive Incentive Plan, dated January 13, 2014, between Robert W. Pittman and iHeartMedia,Inc. (Incorporated by reference to Exhibit C of Exhibit 10.1 to the iHeartMedia, Inc. Current Report on Form 8-K filed on January 13, 2014). 10.72§ Form of Stock Option Agreement under the CCOH Stock Incentive Plan, dated September 17, 2009, between C. William Eccleshare andClear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit 10.34 to the Clear Channel Outdoor Holdings, Inc. AnnualReport 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 the Clear Channel OutdoorHoldings, 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. William Eccleshare and ClearChannel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit 10.35 to the Clear Channel Outdoor Holdings, Inc. Annual Report onForm 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 Eccleshareand Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit 10.36 to the Clear Channel Outdoor Holdings, Inc. AnnualReport on Form 10-K for the year ended December 31, 2010). 13610.76§ Form of Restricted Stock Unit Agreement under the CCOH Stock Incentive Plan, dated March 26, 2012, between Robert H. Walls, Jr. andClear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit 10.3 to the iHeartMedia, Inc. Quarterly Report on Form 10-Q forthe 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 Eccleshareand Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit 10.2 to the Clear Channel Outdoor Holdings, Inc. CurrentReport 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 andClear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit D of Exhibit 10.1 to the iHeartMedia, Inc. Current Report onForm 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 named defendants, thespecial litigation committee of the board of directors of Clear Channel Outdoor Holdings, Inc. and the plaintiffs (Incorporated by reference toExhibit 10.1 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed on July 9, 2013). 10.80§ Employment Agreement by and between iHeartMedia Management Services, Inc. and Scott D. Hamilton, dated May 20, 2014 (Incorporatedby 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 byreference to Exhibit 10.2 to the Clear Channel Outdoor Holdings, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2015). 10.83 Subordination Agreement, dated as of December 16, 2015, among Clear Channel International B.V., the guarantors party thereto, U.S. BankNational Association, as trustee, and the subordinated creditors party thereto (incorporated by reference to Exhibit 10.1 to Clear ChannelOutdoor 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. definitiveproxy 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 proxystatement 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. definitive proxystatement on Schedule 14A for its 2015 Annual Meeting of Stockholders filed March 31, 2015). 10.87*§ Form of Retention Bonus Agreement.10.88*§ iHeartMedia, Inc. 2017 Key Employee Incentive Plan.21* Subsidiaries.23* Consent of Ernst & Young LLP.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 to Section 302 ofthe Sarbanes-Oxley Act of 2002. 31.2* Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 ofthe Sarbanes-Oxley Act of 2002. 137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. _________________* 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.ITEM 16. Form 10-K SummaryNone.138SIGNATURESPursuant 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 23, 2017.IHEARTMEDIA, INC. By: /s/ Robert W. Pittman Robert W. Pittman Chairman and Chief Executive OfficerPower of AttorneyEach 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 theRegistrant and in the capacities and on the dates indicated.139NameTitleDate /s/ Robert W. PittmanRobert W. PittmanChairman and Chief Executive Officer (Principal Executive Officer) and DirectorFebruary 23, 2017 /s/ Richard J. BresslerRichard J. BresslerPresident, Chief Operating Officer, Chief Financial Officer (Principal FinancialOfficer) and DirectorFebruary 23, 2017 /s/ Scott D. HamiltonScott D. HamiltonSenior Vice President, Chief Accounting Officer (Principal Accounting Officer) andAssistant SecretaryFebruary 23, 2017 /s/ David C. AbramsDavid C. AbramsDirectorFebruary 23, 2017 /s/ Irving L. AzoffIrving L. AzoffDirectorFebruary 23, 2017/s/ Jonathan BelitsosJonathan BelitsosDirectorFebruary 23, 2017/s/ Frederic F. BraceFrederic F. BraceDirectorFebruary 23, 2017 /s/ James C. CarlisleJames C. CarlisleDirectorFebruary 23, 2017 /s/ John P. ConnaughtonJohn P. ConnaughtonDirectorFebruary 23, 2017 /s/ Charles H. CremensCharles H. CremensDirectorFebruary 23, 2017 /s/ Matthew J. FreemanMatthew J. FreemanDirectorFebruary 23, 2017/s/ Laura GrattanLaura GrattanDirectorFebruary 23, 2017 /s/ Blair E. HendrixBlair E. HendrixDirectorFebruary 23, 2017 /s/ Jonathon S. JacobsonJonathon S. JacobsonDirectorFebruary 23, 2017 /s/ Scott M. SperlingScott M. SperlingDirectorFebruary 23, 2017140EXHIBIT 3.1: Fourth Amended and Restated Certificate of Incorporation of iHeartMedia, Inc.FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATIONOFIHEARTMEDIA, INC.The undersigned, Richard J. Bressler, certifies that he is the President, Chief Operating Officer and Chief Financial Officer ofiHeartMedia, Inc., a corporation organized and existing under the laws of Delaware, and does hereby further certify as follows:(A) The name of the Corporation is “iHeartMedia, Inc.” (the “Corporation”). The name under which the Corporation wasoriginally incorporated was BT Triple Crown Capital Holdings III, Inc. The Certificate of Incorporation of the Corporation was filedwith the Secretary of State of the State of Delaware on May 11, 2007 and the Amended and Restated Certificate of Incorporation ofthe Corporation was filed with the Secretary of State of the State of Delaware on May 17, 2007. The Second Amended and RestatedCertificate of Incorporation was filed with the Secretary of State of the State of Delaware on May 29, 2007. The Second Amended andRestated Certificate of Incorporation was amended to amend the name of the Corporation to “CC Media Holdings, Inc.” by the filingof a Certificate of Amendment with the Secretary of State of the State of Delaware on July 30, 2007. The Third Amended andRestated Certificate of Incorporation was filed with the Secretary of the State of Delaware on March 25, 2008. The Third Amendedand Restated Certificate of Incorporation was amended to amend the name of the Corporation to “iHeartMedia, Inc.” by the filing of aCertificate of Amendment with the Secretary of State of the State of Delaware on September 16, 2014.(B) This Fourth Amended and Restated Certificate of Incorporation amends and restates the Third Amended and RestatedCertificate of the Incorporation of the Corporation, as amended.(C) This Fourth Amended and Restated Certificate of Incorporation has been duly adopted in accordance with Sections 228,242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”).(D) This Fourth Amended and Restated Certificate of Incorporation will be effective upon its filing with the Secretary ofState of the State of Delaware.(E) Pursuant to Sections 228, 242 and 245 of the DGCL, the text of the Certificate of Incorporation of the Corporation ishereby amended and restated in its entirety as follows:Article I.Section 1.01 Name. The name of this corporation is iHeartMedia, Inc.ARTICLE II. 1Section 2.01 Registered Office. The registered office of the Corporation in the State of Delaware is located at 1209 OrangeStreet–Corporation Trust Center, Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at suchaddress is The Corporation Trust Company.ARTICLE III. Section 3.01 Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may beorganized under the General Corporation Law of the State of Delaware.ARTICLE IV. Section 4.01 Capitalization. The total number of shares of capital stock that the Corporation shall have authority to issue is onebillion (1,000,000,000) shares of capital stock, par value $0.001 per share, of which (i) four hundred million (400,000,000) shares shallbe designated as Class A Common Stock, (ii) one hundred fifty million (150,000,000) shares shall be designated as Class B CommonStock, (iii) one hundred million (100,000,000) shares shall be designated as Class C Common Stock, (iv) two hundred million(200,000,000) shares shall be designated as Class D Common Stock and (v) one hundred fifty million (150,000,000) shares shall bedesignated as shares of Preferred Stock (the “Preferred Stock”).Section 4.02 Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more series. The board ofdirectors of the Corporation (the “Board of Directors”) is hereby authorized by resolution or resolutions to provide, out of the unissuedshares of Preferred Stock, for series of Preferred Stock and, with respect to each such series, to fix the voting powers, if any,designations, preferences and the relative, participating, optional or other special rights, if any, and any qualifications, limitations orrestrictions thereof, of any such series, and to fix the number of shares constituting such series, and to increase or decrease the numberof shares of any such series (but not below the number of shares thereof then outstanding). The authority of the Board of Directorswith respect to each series of Preferred Stock shall include, but not be limited to, determination of the following:(1) the designation of the series, which may be by distinguishing number, letter or title;(2) the number of shares of the series, which number the Board of Directors may thereafter increase or decrease (butnot below the number of shares thereof then outstanding);(3) whether dividends, if any, shall be cumulative or noncumulative and the dividend rate of the series;(4) dates at which dividends, if any, shall be payable;(5) the redemption rights and price or prices, if any, for shares of the series; 2(6) the terms and amount of any sinking fund provided for the purchase or redemption of shares of the series;(7) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary orinvoluntary liquidation, dissolution or winding up of the affairs of the Corporation;(8) whether the shares of the series shall be convertible into shares of any other class or series, or any other security,of the Corporation or any other entity, and, if so, the specification of such other class or series of such other security, theconversion price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertibleand all other terms and conditions upon which such conversion may be made;(9) restrictions on the issuance of shares of the same series or of any other class or series; and(10) the voting rights, if any, of the holders of shares of the series.Section 4.03 Common Stock. Except as provided in this Section 4.03 or as otherwise required by the DGCL, all shares ofClass A Common Stock, Class B Common Stock, Class C Common Stock and Class D Common Stock shall have the same powers,privileges, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictionsthereof, and shall be identical to each other in all respects.(a) Voting Rights and Powers. Except as otherwise provided in this Fourth Amended and Restated Certificate ofIncorporation or required by law, and subject to any voting rights that may be granted to holders of Preferred Stock pursuant tothe provisions of a Certificate of Designations, with respect to all matters upon which stockholders are entitled to vote, theholders of the outstanding shares of Class A Common Stock and Class B Common Stock shall vote together with the holdersof any other outstanding shares of capital stock of the Corporation entitled to vote, without regard to class. Every holder ofoutstanding shares of Class A Common Stock shall be entitled to cast thereon one vote in person or by proxy for each share ofClass A Common Stock standing in his name. Every holder of outstanding shares of Class B Common Stock shall be entitledto cast thereon, in person or by proxy, for each share of Class B Common Stock, a number of votes equal to the numberobtained by dividing (x) the sum of total number of shares of Class B Common Stock outstanding as of the record date for suchvote and the number of Class C Common Stock outstanding as of the record date for such vote by (y) the number of shares ofClass B Common Stock outstanding as of the record date for such vote. The affirmative vote of the holders of a majority of thevoting power of the Class A Common Stock and Class B Common Stock, on a combined basis, as of any time in accordancewith this Section 4.03(a), is referred to herein as the “Majority Common Stock Approval”. Except as otherwise required bylaw, the holders of outstanding shares of Class C Common Stock and Class D Common Stock shall not be entitled to any votesupon any questions presented to stockholders of the Corporation, including, but not limited to, whether to increase or decreasethe number of authorized shares of Class C Common Stock or Class D Common Stock. 3(b) Dividends. Except as otherwise required by the DGCL and subject to the provisions of any Certificate ofDesignations, the holders of Class A Common Stock, Class B Common Stock, Class C Common Stock and Class D CommonStock shall be entitled to receive ratably such dividends, other than Share Distributions (as hereinafter defined), as may fromtime to time be declared by the Board of Directors out of funds legally available therefor. The Board of Directors may, at itsdiscretion, declare a dividend of any securities of the Corporation or of any other corporation, limited liability company,partnership, joint venture, trust or other legal entity (a “Share Distribution”) to the holders of shares of Class A Common Stock,Class B Common Stock, Class C Common Stock and Class D Common Stock (i) on the basis of a ratable distribution ofidentical securities to holders of shares of Class A Common Stock, Class B Common Stock, Class C Common Stock and ClassD Common Stock or (ii) on the basis of a distribution of one class or series of securities to holders of shares of Class ACommon Stock and one or more different classes or series of securities to holders of Class B Common Stock, Class CCommon Stock and Class D Common Stock, as applicable, provided that the securities so distributed (and, if the distributionconsists of convertible or exchangeable securities, the securities into which such convertible or exchangeable securities areconvertible or for which they are exchangeable) do not differ in any respect other than (x) differences in conversion rightsconsistent in all material respects with differences in conversion rights between Class A Common Stock, Class B CommonStock, Class C Common Stock and Class D Common Stock and (y) differences in their voting rights and powers so long asimmediately following any Share Distribution, the ratio of the total number of votes exercisable in the aggregate by the holdersof the Class B Common Stock and the Class C Common Stock (whether attributable to the shares of Class B Common Stockor Class C Common Stock or the securities so distributed (and, if the distribution consists of convertible or exchangeablesecurities, the securities into which such convertible or exchangeable securities are convertible or for which they areexchangeable)) to the total number of votes exercisable by the holders of the Class A Common Stock (whether attributable tothe shares of Class A Common Stock or the securities so distributed (and, if the distribution consists of convertible orexchangeable securities, the securities into which such convertible or exchangeable securities are convertible or for which theyare exchangeable)), does not exceed the ratio existing immediately prior to such Share Distribution; provided, that the Board ofDirectors may, at its election, exclude holders of Class D Common Stock from a Share Distribution of securities of anotherentity (and not make any adjustments to outstanding warrants or options to acquire Class D Common Stock as a result of suchShare Distribution) if the Board of Directors determines that securities of such other entity that would be distributed to holdersof Class D Common Stock or holders of warrants or options to acquire Class D Common Stock in such Share Distributionwere previously issued in connection with the initial issuance of Class D Common Stock or the initial issuance of warrants oroptions to acquire Class D Common Stock.(c) Distribution of Assets Upon Liquidation. In the event the Corporation shall be liquidated, dissolved or wound up,whether voluntarily or involuntarily, after payment in full of the amounts required to be paid to the holders of Preferred Stockpursuant to the provisions of a Certificate of Designations, the remaining net assets of the Corporation shall 4be divided ratably among the holders of Class A Common Stock, Class B Common Stock, Class C Common Stock and ClassD Common Stock.(d) Split, Subdivision or Combination. If the Corporation shall in any manner split, subdivide or combine theoutstanding shares of Class A Common Stock, Class B Common Stock, Class C Common Stock or Class D Common Stock,whether by reclassification, Share Distribution or otherwise, the outstanding shares of the other classes of Common Stock shallbe proportionally split, subdivided or combined in the same manner and on the same basis as the outstanding shares of the otherclass of Common Stock have been split, subdivided or combined, whether by reclassification, Share Distribution or otherwise.(e) Conversion. Subject to the limitations set forth in Section 10.03, each record holder of shares of Class B CommonStock or Class C Common Stock may convert any or all of such shares into an equal number of shares of Class A CommonStock by delivering written notice to the Corporation’s transfer agent stating that such record holder desires to convert suchshares into the same number of shares of Class A Common Stock and requesting that the Corporation issue all of such Class ACommon Stock to the persons named therein, setting forth the number of shares of Class A Common Stock to be issued to eachsuch person (and, in the case of a request for registration in a name other than that of such record holder, providing properevidence of succession, assignation or authority to transfer), accompanied by payment of documentary, stamp or similar issueor transfer taxes, if any. Shares of Class D Common Stock are not convertible into any other class or series of stock.(f) Certain Voting Rights. In addition to any other approval required by law or by this Fourth Amended and RestatedCertificate of Incorporation, any consolidation of the Corporation with another corporation or entity, any merger of theCorporation into another corporation or entity or any merger of any other corporation or entity into the Corporation pursuant towhich shares of Common Stock are converted into or exchanged for any securities or any other consideration shall requireMajority Common Stock Approval.Section 4.04 Change in Number of Shares Authorized. Except as otherwise provided in the provisions establishing a class ofCommon Stock, the number of authorized shares of any class or series of Common Stock may be increased or decreased (but notbelow the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of theCorporation entitled to vote irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State ofDelaware.ARTICLE V. Section 5.01 Power of the Board of Directors. The property and business of the Corporation shall be controlled and managedby or under the direction of its Board of Directors. In furtherance, and not in limitation, of the powers conferred by the laws of theState of Delaware, the Board of Directors is expressly authorized: 5(a) To adopt, amend, alter and repeal the by-laws of the Corporation without the assent or vote of the stockholders, inany manner not inconsistent with the laws of the State of Delaware or this Fourth Amended and Restated Certificate ofIncorporation; provided that no by-laws hereafter adopted shall invalidate any prior act of the directors that would have beenvalid if such by-laws had not been adopted;(b) To determine the rights, powers, duties, rules and procedures that affect the power of the Board of Directors tomanage and direct the property, business and affairs of the Corporation, including, without limitation, the power to designateand empower committees of the Board of Directors, to elect, appoint and empower the officers and other agents of theCorporation, and to determine the time and place of, and the notice requirements for, Board meetings, as well as the manner oftaking Board action; and(c) To exercise all such powers and do all such acts as may be exercised by the Corporation, subject to the provisionsof the laws of the State of Delaware, this Fourth Amended and Restated Certificate of Incorporation, and the by-laws of theCorporation.Section 5.02 Election of Directors. The directors of the Corporation shall be composed and elected as follows:(a) The size of the Board of Directors shall be as determined in accordance with the Corporation’s by-laws, as in effectfrom time to time, subject to the rights of the holders of any series of Preferred Stock to elect directors under specifiedcircumstances, except that, for so long as any shares of Class A Common Stock are outstanding, the holders of Class ACommon Stock will be entitled to elect at least two (2) independent directors as provided in clause (b) of this Section 5.02;(b) For so long as any shares of Class A Common Stock are outstanding, the holders of Class A Common Stock,voting as a separate class, will have the right to elect at least two (2) independent directors; and(c) Other than directors who may be elected by the holders of any series of Preferred Stock under specifiedcircumstances, the holders of Class A Common Stock and Class B Common Stock, voting together as a single class (with eachshare entitled to the number of votes specified in Section 4.03(a)) will have to power to elect all other directors of theCorporation in accordance with the provisions of the Corporation’s by-laws and applicable law, each as in effect from time totime.The election of directors need not be by written ballot unless the by-laws shall so require.Section 5.03 Liability of Directors. A director of the Corporation shall not be liable to the Corporation or its stockholders formonetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted underthe DGCL as in effect at the time such liability is determined. No amendment or repeal of this Section 5.03 shall apply to or have anyeffect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such directoroccurring prior to such amendment or repeal. 6Section 5.04 Removal of Directors. Except as otherwise provided by a Certificate of Designations, any or all directors of theCorporation may be removed at any time either with or without cause by the affirmative vote of holders of at least a majority of thevoting power of all the then outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, votingas a single class; except that any independent director elected pursuant to the provisions of Section 5.02(b) may not be so removed,other than for cause, without the affirmative vote of holders of a majority of the then outstanding Class A Common Stock. Anyvacancies created as a result of the removal of any independent director elected pursuant to the provisions of Section 5.02(b) may onlybe filled by the holders of Class A Common Stock, voting as a separate class in accordance with Section 5.02(b) at a special meetingof the stockholders of the Corporation and the Corporation shall use reasonable efforts to call such meeting.ARTICLE VI. Section 6.01 Indemnification. The Corporation shall, to the maximum extent permitted from time to time under the law of theState of Delaware, indemnify and upon request advance expenses to any person who is or was a party or is threatened to be made aparty to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative,by reason of the fact that such person is or was or has agreed to be a director or officer of the Corporation or while a director or officeris or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of any corporation,partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses(including attorney’s fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred (and not otherwiserecovered) in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided,however, that the foregoing shall not require the Corporation to indemnify or advance expenses to any person in connection with anyaction, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive ofother indemnification rights arising under any by-law, agreement, vote of directors or stockholders or otherwise and shall inure to thebenefit of the heirs and legal representatives of such person. Any person seeking indemnification under this Section 6.01 shall bedeemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. Any repeal ormodification of the foregoing provisions of this Section 6.01 shall not adversely affect any right or protection of a director or officer ofthe Corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification. TheCorporation may maintain insurance, at its expense, to protect itself and any director, officer, or representative against any suchexpense, liability or loss, whether or not the Corporation would have the power to indemnify him against such expense, liability or lossunder the DGCL.ARTICLE VII. Section 7.01 Reservation of Right to Amend. The Corporation reserves the right to amend, alter, change or repeal anyprovision contained in this Fourth Amended and Restated Certificate of Incorporation in the manner now or hereafter prescribed bylaw, and all the provisions of this Fourth Amended and Restated Certificate of Incorporation and all rights and powers conferred in this 7Fourth Amended and Restated Certificate of Incorporation on stockholders, directors and officers are subject to this reserved power.Notwithstanding the foregoing, the Corporation shall not amend this Fourth Amended and Restated Certificate of Incorporation in amanner that would alter or change the powers, preferences or special rights of the Class A Common Stock in a manner that would notso affect all classes of Common Stock without the consent of holders of a majority of the then-outstanding shares of Class A CommonStock.Section 7.02 Construction. Each reference in this Fourth Amended and Restated Certificate of Incorporation to “the FourthAmended and Restated Certificate of Incorporation,” “hereunder,” “hereof,” or words of like import and each reference to the FourthAmended and Restated Certificate of Incorporation set forth in any amendment to the Fourth Amended and Restated Certificate ofIncorporation shall mean and be a reference to the Fourth Amended and Restated Certificate of Incorporation, as supplemented andamended through such amendment to the Fourth Amended and Restated Certificate of Incorporation.ARTICLE VIII. Section 8.01 Records. The books of the Corporation may (subject to any statutory requirements) be kept outside the State ofDelaware as may be designated by the Board of Directors or in the by-laws of the Corporation.ARTICLE IX. Section 9.01 Renunciation of Business Opportunities Doctrine. To the maximum extent permitted from time to time under thelaw of the State of Delaware, the Corporation renounces any interest or expectancy of the Corporation in, or in being offered anopportunity to participate in, business opportunities that are from time to time presented to its officers, directors or stockholders, otherthan those officers, directors or stockholders who are employees of the Corporation. No amendment or repeal of this Section 9.01 shallapply to or have any effect on the liability or alleged liability of any officer, director or stockholder of the Corporation for or withrespect to any opportunities of which such officer, director or stockholder becomes aware prior to such amendment or repeal. To thefullest extent permitted by law, any Person purchasing or otherwise acquiring any interest in any shares of capital stock of theCorporation shall be deemed to have notice of and to have consented to the provisions of this Section 9.01. As used herein, “Person”shall mean any individual, corporation, general or limited partnership, limited liability company, joint venture, trust association or anyother entity.ARTICLE X. Section 10.01 Restrictions on Stock Ownership or Transfer. As contemplated by this Article X, the Corporation may restrictthe ownership, or proposed ownership, of shares of capital stock of the Corporation by any Person if such ownership or proposedownership (a) is or could be inconsistent with, or in violation of, any provision of the Federal Communications Laws (as hereinafterdefined) as applicable to such Person or the Corporation, (b) limits or impairs or could limit or impair any business activities orproposed business activities of the Corporation under the Federal Communications Laws or (c) subjects or could subject theCorporation to any regulation 8under the Federal Communications Laws to which the Corporation would not be subject but for such ownership or proposedownership (clauses (a), (b) and (c) collectively, “FCC Regulatory Limitations”). For purposes of this Article X, the term “FederalCommunications Laws” shall mean any law of the United States now or hereafter in effect (and any regulation thereunder), including,without limitation, the Communications Act of 1934, as amended (the “Communications Act”), and regulations thereunder, pertainingto the ownership and/or operation or regulating the business activities of (x) any television or radio station, cable television system orother medium of mass communications or (y) any provider of programming content to any such medium.Section 10.02 Requests for Information. If the Corporation believes that the ownership or proposed ownership of shares ofcapital stock of the Corporation by any Person may result in an FCC Regulatory Limitation, such Person shall furnish promptly to theCorporation such information (including, without limitation, information with respect to citizenship, other ownership interests andaffiliations) as the Corporation shall request.Section 10.03 Denial of Rights, Refusal to Transfer. If (a) any Person from whom information is requested pursuant toSection 10.02 should not provide all the information requested by the Corporation, or (b) the Corporation shall conclude that astockholder’s ownership or proposed ownership of, or that a stockholder’s exercise of any rights of ownership with respect to, sharesof capital stock of the Corporation results or could result in an FCC Regulatory Limitation, then, in the case of either clause (a) orclause (b), the Corporation may (i) refuse to permit the transfer of shares of capital stock of the Corporation to such proposedstockholder, (ii) suspend those rights of stock ownership the exercise of which causes or could cause such FCC Regulatory Limitation,(iii) require the conversion of any or all shares of Class A Common Stock or Class B Common Stock held by such stockholder into anequal number of shares of Class C Common Stock, (iv) refuse to permit the conversion of shares of Class B Common Stock or Class CCommon Stock into Class A Common Stock, (v) redeem such shares of capital stock of the Corporation held by such stockholder inaccordance with the terms and conditions set forth in this Section 10.03, and/or (vi) exercise any and all appropriate remedies, at law orin equity, in any court of competent jurisdiction, against any such stockholder or proposed transferee, with a view towards obtainingsuch information or preventing or curing any situation which causes or could cause an FCC Regulatory Limitation. Any such refusalof transfer, suspension of rights or refusal to convert pursuant to clauses (i), (ii) and (iv), respectively, of the immediately precedingsentence shall remain in effect until the requested information has been received and the Corporation has determined that such transfer,or the exercise of such suspended rights, as the case may be, will not result in an FCC Regulatory Limitation. The terms and conditionsof redemption pursuant to clause (v) of this Section 10.03 shall be as follows:(i) the redemption price of any shares to be redeemed pursuant to this Section 10.03 shall be equal to the Fair MarketValue (as hereinafter defined) of such shares;(ii) the redemption price of such shares may be paid in cash, Redemption Securities (as hereinafter defined) or anycombination thereof;(iii) if less than all such shares are to be redeemed, the shares to be redeemed shall be selected in such manner as shallbe determined by the Board of Directors, which 9may include selection first of the most recently purchased shares thereof, selection by lot or selection in any other mannerdetermined by the Board of Directors;(iv) at least 15 days’ written notice of the Redemption Date (as hereinafter defined) shall be given to the record holdersof the shares selected to be redeemed (unless waived in writing by any such holder); provided that the Redemption Date maybe the date on which written notice shall be given to record holders if the cash or Redemption Securities necessary to effect theredemption shall have been deposited in trust for the benefit of such record holders and subject to immediate withdrawal bythem upon surrender of the stock certificates for their shares to be redeemed;(v) from and after the Redemption Date, any and all rights of whatever nature in respect of the shares selected forredemption (including, without limitation, any rights to vote or participate in dividends declared on stock of the same class orseries as such shares), shall cease and terminate and the holders of such shares shall thenceforth be entitled only to receive thecash or Redemption Securities payable upon redemption; and(vi) such other terms and conditions as the Board of Directors shall determine.Section 10.04 Legends. The Corporation shall instruct the Corporation’s transfer agent that the shares of capital stock of theCorporation are subject to the restrictions set forth in this Article X and such restrictions shall be noted conspicuously on the certificateor certificates representing such capital stock or, in the case of uncertificated securities, contained in the notice or notices sent asrequired by applicable law.Section 10.05 Certain Construction. For purposes of this Article X, the word “regulation” shall include not only regulationsbut rules, published policies and published controlling interpretations by an administrative agency or body empowered to administer astatutory provision of the Federal Communications Laws.ARTICLE XI. Section 11.01 Certain Definitions. As used herein, certain capitalized terms shall have the definitions set forth below.(A) “Certificate of Designations” shall mean the resolution or resolutions adopted by the Board of Directorsdesignating the rights, powers and preferences of any series of Preferred Stock and the Certificate of Designations filed by theCorporation with respect thereto.(B) “Fair Market Value” shall mean, with respect to a share of the Corporation’s capital stock of any class or series,the volume weighted average sales price for such a share on the New York Stock Exchange or, if such stock is not listed onsuch exchange, on the principal U.S. registered securities exchange on which such stock is listed, during the 30 most recentdays on which shares of stock of such class or series shall have been traded preceding the day on which notice of redemptionshall be given pursuant to Section 10.03; 10provided, however, that if shares of stock of such class or series are not listed or traded on any securities exchange, “FairMarket Value” shall be determined by the Board of Directors in good faith; and provided, further, that “Fair Market Value” asto any stockholder who purchased his stock within 120 days of a Redemption Date need not (unless otherwise determined bythe Board of Directors) exceed the purchase price paid by him.(C) “Merger Agreement” shall mean the Agreement and Plan of Merger, dated as of November 16, 2006, by andamong BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC and Clear ChannelCommunications, Inc., as amended.(D) “Redemption Date” shall mean the date fixed by the Board of Directors for the redemption of any shares of stockof the Corporation pursuant to Section 10.03.(E) “Redemption Securities” shall mean any debt or equity securities of the Corporation, any subsidiary of theCorporation or any other corporation or other entity, or any combination thereof, having such terms and conditions as shall beapproved by the Board of Directors and which, together with any cash to be paid as part of the redemption price, in the opinionof any nationally recognized investment banking firm selected by the Board of Directors (which may be a firm which providesother investment banking, brokerage or other services to the Corporation), has a value, at the time notice of redemption is givenpursuant to Section 10.03, at least equal to the Fair Market Value of the shares to be redeemed pursuant to Section 10.03(assuming, in the case of Redemption Securities to be publicly traded, such Redemption Securities were fully distributed andsubject only to normal trading activity).ARTICLE XII. Section 12.01 Opt Out of DGCL 203. The Corporation shall not be governed by Section 203 of the General CorporationLaw of the State of DelawareARTICLE XIII. Section 13.01 Action by Written Consent. Any action required or permitted to be taken at any annual or special meeting ofstockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents inwriting, setting forth the action so taken, shall be signed by the holders of outstanding stock of the Corporation having not less than theminimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to votethereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principalplace of business, or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings ofstockholders are recorded; provided, however, that if at any time the holders of shares of Class B Common Stock or Class C CommonStock that held such shares as of the Closing Date (as defined in the Merger Agreement) no longer are the beneficial owners, in theaggregate, of at least a majority of the voting power of all the then outstanding shares of stock of the Corporation entitled to votegenerally in the election of directors, then any action required or permitted to be taken at any annual 11or special meeting of stockholders of the Corporation must be effected at a duly called annual or special meeting of such stockholdersand may no longer be effected by any consent in writing; provided, further, that for so long as any shares of Class A Common Stockare outstanding, any action that is taken without a meeting by a written consent or consents of the requisite stockholders of theCorporation shall become effective on the tenth business day after public announcement by the Corporation of the adoption of theconsent. The Corporation’s by-laws may establish procedures regulating the submission by stockholders of nominations and proposalsfor consideration at meetings of stockholders of the Corporation.[The remainder of this page is intentionally left blank.] 12THE UNDERSIGNED, hereby certifies that the facts stated above are true as of this 26th day of January, 2017./s/ Richard J. Bressler Name: Richard J. Bressler Title: President, Chief Operating Officer and Chief Financial Officer 13Exhibit 10.87 - Form of Retention Bonus AgreementJanuary [●], 2017[Name]Re:Retention BonusDear [First Name]:On behalf of iHeartMedia, Inc. (the “Company”), I am pleased to offer you the opportunity to receive a retention bonus, if youagree to the terms and conditions contained in this letter agreement (this “Retention Bonus Agreement”), which shall be effective as ofthe date set forth below in Section 7 (such date, the “Effective Date”).1.Retention Bonus. Subject to the terms and conditions set forth herein, you will receive a payment in the amount of$[●] (the “Retention Bonus”), subject to the Company’s receipt of your countersignature on this Retention Bonus Agreement withintwo (2) Business days of the date hereof.Except as set forth in the next sentence, you agree that in the event your employment with the Company terminates for anyreason (a “Termination”) before the second anniversary of the Effective Date (the “Retention Date”), you will be required to repay tothe Company within ten (10) days of such termination 100% of the After-Tax Value of the Retention Bonus. Notwithstanding theforegoing, in the event the Company terminates your employment for any reason other than Cause, you terminate your employmentwith the Company for Good Reason, or your employment terminates due to your death or Disability, in each case, before the RetentionDate (a “Qualifying Termination”) and you execute and do not revoke a customary release of claims in a form reasonably satisfactoryto the Company, (i) if the Qualifying Termination occurs prior to the first anniversary of the Effective Date, you will be required torepay to the Company within ten (10) days of such termination 50% of the After-Tax Value of the Retention Bonus and (ii) if theQualifying Termination occurs following the first anniversary of the Effective Date, the date of your Qualifying Termination will beconsidered to be the Second Retention Date and you will not be required to repay any portion of the Retention Bonus.For purposes of this Retention Bonus Agreement, the “After-Tax Value of the Retention Bonus” means the applicable portionof the Retention Bonus net of any taxes you are required to pay in respect thereof and determined taking into account any tax benefitthat may be available in respect of such repayment. The Company shall determine the After-Tax Value of the Retention Bonus, whichdetermination shall be conclusive and binding. It is the intention that no portion of1the After-Tax Value of the Retention Bonus which is repayable by you and which is attributable to any tax benefit available to youshall be paid until you have actually received such tax benefit.For purposes of this Retention Bonus Agreement, “Cause” has the meaning set forth in your employment agreement with theCompany or, if no such employment agreement exists, “Cause,” means your (i) material breach of your duties and responsibilities,which is not remedied promptly after the Company gives you written notice specifying such breach, (ii) commission of a felony or amisdemeanor involving moral turpitude, (iii) commission of or engaging in any act of fraud, embezzlement, theft, a material breach oftrust or any material act of dishonesty involving the Company or its subsidiaries, or (iv) significant violation of the code of conduct ofthe Company or its subsidiaries or of any statutory or common law duty of loyalty to the Company or its subsidiaries. “Good Reason”has the meaning set forth in your employment agreement with the Company or, if no such employment agreement exists, “GoodReason” means any of the following, in each case, without your consent: (i) a change in your title or any material diminution of yourresponsibilities or authority or the assignment of any duties inconsistent with your position, in each case, compared to what was ineffect as of the Effective Date; (ii) a reduction of your annual base salary and/or target bonus as in effect on the Effective Date; or (iii) arelocation of your principal office location more than fifty (50) miles from the Company’s offices at which you are based as of theEffective Date (except for required travel on the Company’s business to an extent substantially consistent with your business travelobligations as of the Effective Date). Notwithstanding the foregoing, the occurrence of an event that would otherwise constitute GoodReason will cease to be an event constituting Good Reason upon any of the following: (x) your failure to provide written notice to theCompany within thirty (30) days of the first occurrence of such event; (y) substantial correction of such occurrence by the Companywithin thirty (30) days following receipt of your written notice described in (x); or (z) your failure to actually terminate employmentwithin the ten (10) day period following the expiration of the Company’s thirty (30)-day cure period. For purposes of this RetentionBonus Agreement, “Disability” means your inability, due to physical or mental incapacity, to perform the essential functions of yourjob, for two hundred seventy (270) consecutive days.2. Release. By executing this Retention Bonus Agreement, you are agreeing to the Waiver and Release of Claims in ExhibitA attached to this Retention Bonus Agreement.3. Withholding Taxes. The Company may withhold from any and all amounts payable to you hereunder such federal, stateand local taxes as the Company determines in its sole discretion may be required to be withheld pursuant to any applicable law orregulation.4. No Right to Continued Employment. Nothing in this Retention Bonus Agreement will confer upon you any right tocontinued employment with the Company (or its subsidiaries or their respective successors) or to interfere in any way with the right ofthe Company (or its subsidiaries or their respective successors) to terminate your employment at any time.25. Other Benefits. The Retention Bonus is a special incentive payment to you and will not be taken into account incomputing the amount of salary or compensation for purposes of determining any bonus, incentive, pension, retirement, death or otherbenefit under any other bonus, incentive, pension, retirement, insurance or other employee benefit plan of the Company, unless suchplan or agreement expressly provides otherwise.6. Restrictive Covenants. In consideration of, among other things, your ongoing relationship with the Company, thisRetention Bonus, you being granted access to trade secrets and other confidential information of the Company and for other good andvaluable consideration, the receipt and sufficiency of which you acknowledge, you agree to comply with the obligations in Exhibit Aattached to this Retention Bonus Agreement.7. Effectiveness. This Retention Bonus Agreement shall be effective January [●], 2017.8. Governing Law. This Retention Bonus Agreement will be governed by, and construed under and in accordance with, theinternal laws of the State of Texas, without reference to rules relating to conflicts of laws.9. Counterparts. This Retention Bonus Agreement may be executed in one or more counterparts, each of which shall bedeemed to be an original but all of which together shall constitute one and the same instrument.10. Entire Agreement; Amendment. This Retention Bonus Agreement, including Exhibit A attached hereto, constitutes theentire agreement between you and the Company with respect to the Retention Bonus and supersedes any and all prior agreements orunderstandings between you and the Company with respect to the Retention Bonus, whether written or oral. This Retention BonusAgreement may be amended or modified only by a written instrument executed by you and the Company.11. Section 409A Compliance. Although the Company does not guarantee the tax treatment of the Retention Bonus, theintent of the parties is that the Retention Bonus be exempt from the requirements of Section 409A of the Internal Revenue Code andthe regulations and guidance promulgated thereunder, and accordingly, to the maximum extent permitted, this Retention BonusAgreement shall be interpreted in a manner consistent therewith.[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]3 This Retention Bonus Agreement, including Exhibit A attached hereto, is intended to be a binding obligation on you and theCompany. If this Retention Bonus Agreement accurately reflects your understanding as to the terms and conditions of the RetentionBonus, please sign, date, and return to me one copy of this Retention Bonus Agreement during the time period specified in paragraph 1above. You should make a copy of the executed Retention Bonus Agreement for your records.Very truly yours, iHEARTMEDIA, INC. Robert Pittman, Chairman and Chief Executive OfficerRichard Bressler, President, Chief Operating Officer and Chief Financial OfficerThe above terms and conditions accurately reflect our understanding regardingthe terms and conditions of the Retention Bonus, and I hereby confirm myagreement to the same.Dated: January _ , 2017 [Name]12. Signature Page to Retention Bonus Agreement EXHIBIT ARESTRICTIVE COVENANT, WAIVER AND RELEASE OF CLAIMSBy executing the Retention Bonus Agreement, and as a condition to receiving the Retention Bonus, you acknowledge and agree thatyou are bound to the terms and conditions of this Restrictive Covenant, Waiver and Release of Claims (this “Release”). As used in thisRelease, “Company” means (i) the Company and all of its subsidiaries and affiliates and (ii) any buyer of the entities identified in (i) orany other successor to their business. Other than the terms defined above, all capitalized and italicized terms appearing herein have themeaning set forth in the Retention Bonus Agreement.1. Claims That Are Being Released. You agree that this Release constitutes a full and final release by you and yourdescendants, dependents, heirs, executors, administrators, assigns and successors, of any and all claims, charges, and complaints,whether known or unknown, that you have had or may have to date against Company and any of its parents, subsidiaries or affiliatedentities, or the agents, plans or programs administering Company’s benefits, and their respective officers, directors, managers,members, shareholders, predecessors, successors and assigns, arising out of or related to your employment and/or the terminationthereof, any agreements between you and Company, or otherwise based upon acts, events or other sets of fact that occurred on orbefore the date on which you sign this Release. To the fullest extent allowed by law, you hereby waive and release any and all suchclaims, charges and complaints in return for the Retention Bonus, as set forth in the Retention Bonus Agreement. This Release isintended to be as broad as the law allows and includes, but is not limited to, rights arising out of alleged violations of any contracts,express or implied, any covenant of good faith or fair dealing, express or implied, any tort or common law claims, any legal restrictionson Company’s right to terminate employees, and any claims under any federal, state, municipal, local or other governmental statute,regulation, or ordinance, including, without limitation:(a) Claims of discrimination, harassment or retaliation under equal employment laws such as Title VII of the CivilRights Act of 1964, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Oklahoma Anti DiscriminationAct, the Colorado Anti-Discrimination Act, the Texas Labor Code and the Equal Pay Act and any and all other federal, state,municipal or local equal opportunity laws;(b) Claims of wrongful termination of employment; statutory, regulatory and common law “whistleblower” claims;and claims for wrongful termination in violation of public policy;(c) Claims arising under the Employee Retirement Income Security Act of 1974, except for any claims relating tovested benefits under the Company’s or its affiliates’ employee benefit plans, as applicable;Exhibit A - 1(d) Claims arising under the Worker Adjustment and Retraining Notification Act or similar state or local laws; and(e) Claims of violation of federal, state, municipal, or local laws concerning leaves of absence, such as the Family andMedical Leave Act.2. Claims That Are Not Being Released.(a) Notwithstanding the foregoing or anything contained herein to the contrary, this Release shall not operate to release(i) any claims that may not be released as a matter of law, (ii) any claims or rights that arise after you sign this Release, (iii) anyclaims or rights with respect to the accrued base salary, (iv) any claims or rights arising after you sign this Release that you mayhave in your capacity as a stockholder of the Company or to payments or benefits under any equity award agreement betweenthe undersigned and Company, (v) any claims or rights, including claims for indemnification and/or advancement of expenses,arising under any indemnification agreement between you and the Company or under the bylaws, certificate of incorporation orother similar governing document of Company, (vi) any claims you may have under your employment agreement which arenot otherwise released hereunder or (vii) any claims or rights for D&O insurance coverage.(b) Further, this Release will not prevent you from doing any of the following:(i) Asserting any right that is created or preserved by the Retention Bonus Agreement or this Release; and(ii) Filing a charge, giving testimony or participating in any investigation conducted by the Equal EmploymentOpportunity Commission or any duly authorized agency of the United States or any state (however, you are herebywaiving the right to file any claim or receive any personal monetary recovery or other personal relief should the EqualEmployment Opportunity Commission (or any similarly authorized agency) pursue any class or individual charges inpart or entirely on your behalf).(c) For the avoidance of doubt, nothing in this Release is intended to prohibit you from reporting possible violations offederal law or regulation to any governmental agency or entity, including, but not limited to, the Department of Justice, theSecurities and Exchange Commission, Congress, and any agency Inspector General, or making other disclosures that areprotected under the whistleblower provisions of federal law or regulation. In addition, you do not need the prior authorizationof the Company to make any such reports or disclosures, nor are you required to notify the Company that you have made suchreports or disclosures.Exhibit A - 23. Restrictive Covenants. By executing the Retention Bonus Agreement, you acknowledge the importance to the Company,of protecting its legitimate business interests. You further acknowledge that the Company is engaged in a highly competitive business,that its success in the marketplace depends upon the preservation of its confidential information and industry reputation, and thatobtaining agreements such as this one from its employees is reasonable and necessary. You undertake the obligations in this Section 3in consideration of your ongoing relationship with the Company, the Retention Bonus, you being granted access to trade secrets andother confidential information of the Company, and for other good and valuable consideration, the receipt and sufficiency of whichyou acknowledge. As used in this Section 3, “relationship” refers to your employment or association as an advisor, consultant orcontractor, with the Company, as applicable.(a) Confidential Information. You hereby agree and acknowledge that during your relationship with the Company youhave had and will continue to have access to confidential information and trade secrets including but not limited to theCompany operational, programming, training/employee development, engineering, and sales information, customer lists,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 the Companytreats as confidential or proprietary (collectively the “Confidential Information”). You acknowledge that such ConfidentialInformation is proprietary and agree not to disclose it to anyone outside the Company except to the extent that (i) it is necessaryin connection with performing your duties; (ii) you are required by court order to disclose the Confidential Information,provided that you shall promptly inform the Company, shall cooperate with the Company to obtain a protective order orotherwise restrict disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply withthe court order. You agree to never use Confidential Information in competing, directly or indirectly, with the Company. Whenemployment or relationship with the Company ends, you will immediately return all Confidential Information to the Company.(b) Nondisparagement. You agree while employed by the Company and for three (3) years thereafter, other than inthe good faith performance of your duties to the Company, not to disparage the Company or individuals whom you know areits or their officers, directors, employees, shareholders, agents or products, in any manner likely to be harmful to them or theirbusiness, business reputation or personal reputation. The foregoing shall not be violated by truthful statements in response tolegal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, withoutlimitation, depositions in connection with such proceedings), or rebuttal of statements of others or normal competitive type ofstatements that are not derogatory in nature.Exhibit A - 3(c) Acknowledgement of Reasonableness; Remedies. In signing the Retention Bonus Agreement, you give theCompany assurance that you have carefully read and considered all the terms and conditions hereof. You acknowledge withoutreservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the good will,Confidential Information and other legitimate business interests of the Company, that each and every one of those restraints isreasonable in respect to subject matter, length of time, and geographic area; and that these restraints will not prevent you fromobtaining other suitable employment during the period in which you are bound by them. You will never assert, or permit to beasserted on your behalf, in any forum, any position contrary to the foregoing. Were you to breach any of the provisions of thisSection 3, the harm to the Company would be irreparable. Therefore, in the event of such a breach or threatened breach, theCompany shall, in addition to any other remedies available to it, shall be entitled to obtain equitable relief in the form of specificperformance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which maythen be available without having to post bond, and you agree that injunctive relief is an appropriate remedy to address any suchbreach. Without limiting the generality of the foregoing, or other forms of relief available to the Company, in the event of yourbreach of any of the provisions of this Section 3, you will forfeit any award or payment made pursuant to any applicableseverance or other incentive plan or program, or if a payment has already been made, you will be obligated to return theproceeds to the Company.(d) Unenforceability. In the event that any provision of this Section 3 shall be determined by any court of competentjurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great arange of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted bylaw.4. Effective Date. You understand and acknowledge that by signing the Retention Bonus Agreement, you are agreeing to allof the provisions stated in this Release and has read and understood each provision.5. Governing Law.(a) This Release shall be governed by the substantive laws of the State of Texas, without regard to conflicts of law,and by federal law where applicable.(b) If any part of this Release is held to be invalid or unenforceable, the remaining provisions of this Release will notbe affected in any way.This Release was provided to you for consideration on January __ , 2017.Exhibit A - 4YOU ARE HEREBY ENCOURAGED AND ADVISED TO CONFER WITH AN ATTORNEY REGARDING THISRELEASE. BY SIGNING THE RETENTION BONUS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVECONSULTED, OR HAVE HAD SUFFICIENT OPPORTUNITY TO CONSULT WITH, AN ATTORNEY OR AREPRESENTATIVE OF YOUR CHOOSING, IF ANY, AND THAT YOU ARE NOT RELYING ON ANY ADVICEFROM COMPANY, ITS AGENTS OR ATTORNEYS IN EXECUTING THE RETENTION BONUS AGREEMENT.PLEASE READ THIS RELEASE CAREFULLY; IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWNCLAIMS.Exhibit A - 5Exhibit 10.88: iHeartMedia, Inc. 2017 Key Employee Incentive Plan.iHEARTMEDIA, INC. 2017 KEY EMPLOYEE INCENTIVE PLANPurpose. This iHeartMedia, Inc. (the “Company”) 2017 Key Employee Incentive Plan (the “Plan”) is designed to align the interestsof the Company and eligible key employees of the Company and its subsidiaries.Adoption of the Plan. The Company, intending to be legally bound, hereby adopts the Plan effective as of January [--], 2017 (the“Effective Date”). The Plan shall be in effect from the Effective Date and shall continue until December 31, 2017 (the “Term”). Theexpiration of the Term shall not in any event reduce or adversely affect any amounts due to any Participant hereunder.General. The compensation provided under the Plan is intended to be in addition to all other compensation payable to Participantsunder any employment agreement or incentive plan or program in effect with the Company or its direct or indirect subsidiaries, otherthan the Company’s annual cash bonus plan.Definitions. For purposes of this Plan:(a) “Board” means the Company’s Board of Directors.(b) “Committee” means the Compensation Committee of the Board.(c) “Company Group” means the Company and its direct and indirect subsidiaries.(d) “Participant” shall have the meaning ascribed thereto in Section 5 hereof.(e) “Performance Goals” means, as applicable, the Performance Metric (as defined below) as measured in the followingincrements: (i) Quarterly Threshold Performance Goals, (ii) Quarterly Target Performance Goals, (iii) Cumulative ThresholdPerformance Goals, (iv) Cumulative Target Performance Goals.(f) “Performance Metrics” means the performance metrics used to measure the Company’s performance under the Plan asestablished by the Committee after consultation with the Company’s Chief Executive Officer.(g) “Quarter” means each of the following periods: January 1, 2017 through March 31, 2017 (“First Quarter”), April 1, 2017through June 30, 2017 (“Second Quarter”), July 1, 2017 through September 30, 2017 (“Third Quarter”), and October 1, 2017 throughDecember 31, 2017 (“Fourth Quarter”).(h) “Quarterly Performance Bonus” shall mean, in the case of any Participant, the incentive bonus payable to such Participantunder the Plan for the applicable Quarter.Eligible Participants. Each person designated by the Committee from time to time shall be a Participant under the Plan and eligibleto receive a Quarterly Performance Bonus with respect to each Quarter.Term of Participation.(a) Subject to the provisions of this Plan, each Participant shall earn a Quarterly Performance Bonus as of the end of eachQuarter, depending upon the extent to which the Performance Goals have been achieved for such Quarter.1(b) In addition to being measured on a Quarterly basis, the Performance Goal for each Performance Metric shall be measuredcumulatively from January 1, 2017 through the end of each of the Second, Third and Fourth Quarters. A “catch-up” payment will bemade in the Second and Third Quarters only if the Quarterly Target Performance Goal is exceeded in the applicable Quarter.(i)Second Quarter Catch-Up: A Participant shall earn, in addition to any Quarterly Performance Bonus payable forthe Second Quarter pursuant to Section 6(a) above, an amount equal to (i) the aggregate Quarterly PerformanceBonus payable based on achievement, as applicable, of the Cumulative Threshold Performance Goal orCumulative Target Performance Goal as of the end of the Second Quarter, minus (ii) the Quarterly PerformanceBonus actually paid for the First Quarter, if any, and payable for the Second Quarter pursuant to Section 6(a)above.(ii)Third Quarter Catch-Up: A Participant shall earn, in addition to any Quarterly Performance Bonus payable forthe Third Quarter pursuant to Section 6(a) above, an amount equal to (i) the aggregate Quarterly PerformanceBonus payable based on achievement, as applicable, of the Cumulative Threshold Performance Goal orCumulative Target Performance Goal as of the end of the Third Quarter, minus (ii) the Quarterly PerformanceBonuses actually paid for the First and Second Quarter, if any, and payable for the Third Quarter pursuant toSection 6(a) above.(iii)Fourth Quarter Catch-Up: A Participant shall earn, in addition to any Quarterly Performance Bonus payable forthe Fourth Quarter pursuant to Section 6(a) above, an amount equal to (i) the aggregate Quarterly PerformanceBonus payable based on achievement, as applicable, of the Cumulative Threshold Performance Goal orCumulative Target Performance Goal as of the end of the Fourth Quarter, minus (ii) the Quarterly PerformanceBonuses actually paid for the First, Second and Third Quarters, if any, and payable for the Fourth Quarterpursuant to Section 6(a) above.Schedule A hereto contains examples of the application of this Section 6(b). (c) Any Quarterly Performance Bonus required to be made under this Plan shall be paid on a fully-vested basis by theCompany within 30 days after the end of the applicable Quarter.(d) In order to earn a Quarterly Performance Bonus for any Quarter, a Participant must remain employed by the CompanyGroup through the end of the applicable Quarter. A Participant whose employment with the Company Group terminates for any reasonother than a termination by Participant for Good Reason or a termination by the Company without Cause under such Participant’s thencurrent employment agreement prior to the end of the applicable Quarter shall forfeit the right to any Quarterly Performance Bonus forthat Quarter.Performance Goals. Promptly after the end of each Quarter (but in any event within 30 days of the end of the Quarter), theCommittee shall certify the degree to which the applicable Performance Goals have been achieved and the amount payable to eachParticipant hereunder.Plan Administration. This Plan shall be administered by the Committee. The Committee is given full authority and discretion withinthe limits of this Plan to establish such administrative measures as may be necessary to administer and attain the objectives of this Planand may delegate the authority to administer the Plan to an officer of the Company. The Committee (or its delegate, as applicable) shallhave full power2and authority to construe and interpret this Plan and any interpretation by the Committee shall be binding on all Participants and shall beaccorded the maximum deference permitted by law.(a) All rights and interests of Participants under this Plan shall be non-assignable and nontransferable, and otherwise notsubject to pledge or encumbrance, whether voluntary or involuntary, other than by will or by the laws of descent and distribution. In theevent of any sale, transfer or other disposition of all or substantially all of the Company’s assets or business, whether by merger, stocksale, consolidation or otherwise, the Company may assign this Plan.(b) Any payment to a Participant in accordance with the provisions of this Plan shall, to the extent thereof, be in fullsatisfaction of all claims against the Company Group, and the Company may require Participant, as a condition precedent to suchpayment, to execute a receipt and release to such effect.(c) Payment of amounts due under the Plan shall be provided to Participant in the same manner as Participant receives his orher regular paycheck or by mail at the last known address of Participant in the possession of the Company, at the discretion ofCommittee. The Company will deduct all applicable taxes and any other withholdings required to be withheld with respect to thepayment of any award pursuant to this Plan.(d) The Company shall not be required to establish any special or separate fund or to make any other segregation of assets toensure the payment of any award provided for hereunder. Quarterly Performance Bonus payments shall not be considered asextraordinary, special incentive compensation, and it will not be included as “earnings,” “wages,” “salary,” or “compensation” in anypension, welfare, life insurance, or other employee benefit plan or arrangement of the Company Group.(e) The Company, in its sole discretion, shall have the right to modify, supplement, suspend or terminate this Plan at any time;provided that in no event shall any amendment or termination adversely affect the rights of a Participant without the Participant’s priorwritten consent.(f) Nothing contained in this Plan shall in any way affect the right and power of the Company to discharge any Participant orotherwise terminate his or her employment (subject to the terms of his or her employment agreement), at any time or for any reason orto change the terms of his or her employment in any manner.(g) Except as otherwise provided under this Plan, any expense incurred in administering this Plan shall be borne by theCompany.(h) Captions preceding the sections hereof are inserted solely as a matter of convenience and in no way define or limit thescope or intent of any provision hereof.(i) The administration of the Plan shall be governed by the laws of the State of Texas, without regard to the conflict of lawprinciples of any state. Any persons or corporations who now are or shall subsequently become parties to the Plan shall be deemed toconsent to this provision.(j) The Plan is intended to either comply with, or be exempt from, the requirements of Section 409A of the Internal RevenueCode of 1986, as amended (“Code Section 409A”). To the extent that the Plan is not exempt from the requirements of Code Section409A, the Plan is intended to comply with the requirements of Code Section 409A and shall be limited, construed and interpreted inaccordance with such intent. Notwithstanding the foregoing, in no event whatsoever shall the Company be liable for any additional tax,interest, income inclusion or other penalty that may be imposed on a Participant by Code Section 409A or for damages for failing tocomply with Code Section 409A.3* * * * *4SCHEDULE AThe following examples demonstrate the application of Section 6(b) of the Plan:Example 1:The Company achieves the Quarterly Threshold Performance Goal for the First Quarter. In this case, Participants wouldearn [__%] of the Quarterly Performance Bonus payable for the First Quarter.Example 2:Same as in Example 1 and the Company achieves the Quarterly Target Performance Goal for the Second Quarter. In thiscase, Participants would earn 100% of the Quarterly Performance Bonus for the Second Quarter. Since the Company didnot exceed the Quarterly Target Performance Goal for the Second Quarter, no “catch-up” payment would be made.Example 3:Same as in Example 1 and the Company exceeds the Quarterly Target Performance Goal for the Second Quarter suchthat cumulative performance meets the Cumulative Target Performance Goal for the Second Quarter. In this case,Participants would earn 100% of the Quarterly Performance Bonus for the Second Quarter plus an amount equal to (a)the sum of the Quarterly Target Incentive Amount for the First Quarter and Second Quarter minus (b) the sum of theQuarterly Performance Bonus paid to Participants for the First Quarter and the Quarterly Performance Bonus payable toParticipants for the Second Quarter.5Exhibit 21: Subsidiaries of Registrant, iHeartMedia, Inc. NameState of Incorporation 1567 Media, LLCDEAMFM Broadcasting Licenses, LLCDEAMFM Broadcasting, Inc.DEAMFM Operating, Inc.DEAMFM Radio Licenses, LLCDEAMFM Texas Broadcasting, LPDEAMFM Texas Licenses, LLCTXAMFM Texas, LLCDEAustin Tower CompanyTXBrazil Outdoor NewCo, LLCDEBroader Media Holdings, LLCDEBroader Media, LLCDECapstar Radio Operating CompanyDECapstar TX, LLCTXCC Broadcast Holdings, Inc.NVCC CV LP, LLCDECC Finco Holdings, LLCDECC Finco, LLCDECC Licenses, LLCDECCHCV LP, LLCDECCO Barco Airport Venture, LLCDECCOI Holdco III, LLCDECCOI Holdco Parent I, LLCDECCOI Holdco Parent II, LLCDEChristal 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 Brazil Holdings, LLCDEClear Channel Broadcasting Licenses, Inc.NVClear Channel Electrical Services, LLCDEClear Channel Holdings, Inc.NVClear Channel Interstate, LLCDEClear Channel Investments, Inc.NVClear Channel Metra, LLCDEClear Channel Metro, LLCDEClear Channel Mexico Holdings, Inc.NVClear Channel Outdoor Holdings Company CanadaDEClear Channel Outdoor Holdings, Inc.DEClear Channel Outdoor, Inc.DEClear Channel Peoples, LLCDEClear Channel Real Estate Services, LLCTXClear Channel Real Estate, LLCDEClear 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, LLCFLiHeartCommunications, Inc.TXiHeartMedia + Entertainment, Inc.NViHeartMedia Capital I, LLCDEiHeartMedia Capital II, LLCDEiHeartMedia 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.DEKatz Millennium Sales & Marketing, Inc.DEKatz Net Radio Sales, Inc.DEKeller Booth Sumners Joint VentureTXKelnic II Joint VentureTXLos Angeles Broadcasting Partners, LLCDEM Street CorporationWAMetro Networks Communications, LPDEMetro Networks Services, Inc.DEMexico MinorityCo, LLCDEMexico Outdoor NewCo, LLCDEMiami Airport Concession LLCDEMilpitas Sign Company, LLCDEOutdoor Management Services, Inc.NVPremiere Networks, Inc.DESmartRoute Systems, Inc.DETerrestrial RF Licensing, Inc.NVTLAC, Inc.DETower FM Consortium, LLCTXTTWN Media Networks, LLCMDTTWN Networks, LLCDENameCountry ofIncorporationAircheck India Pvt. Ltd.IndiaAllied Outdoor Advertising Ltd.United KingdomArcadia Cooper PropertiesUnited KingdomBarrett Petrie Sutcliffe London Ltd.United KingdomBarrett Petrie Sutcliffe Ltd.United KingdomBrasil Outdoor LtdaBrazilC.F.D. Billboards Ltd.United KingdomCCO International Holdings BVNetherlandsCCO Ontario Holdings, Inc.CanadaChina Outdoor Media Investment (HK) Co., Ltd.Hong KongChina Outdoor Media Investment Inc.British Virgin IslandsCine Guarantors II, Ltd.CanadaCine Movile SA de CVMexicoCinemobile Systems International NVCuracaoClear Channel (Central) Ltd.United KingdomClear Channel (Midlands) Ltd.United KingdomClear Channel (Northwest) Ltd.United KingdomClear Channel (Scotland) Ltd.ScotlandClear Channel Adshel ASNorwayClear Channel Affitalia SRLItalyClear Channel AIDA GmbHSwitzerlandClear Channel AWI AGSwitzerlandClear Channel Baltics & Russia ABSwedenClear Channel Banners Ltd.United KingdomClear Channel Belgium SprlBelgiumClear Channel CAC AGSwitzerlandClear Channel Chile Publicidad LtdaChileClear Channel CVNetherlandsClear 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 Holding AGSwitzerlandClear Channel Holding Italia SPAItalyClear Channel Holdings CVNetherlandsClear Channel Holdings, Ltd.United KingdomClear Channel Hong Kong Ltd.Hong KongClear Channel Infotrak AGSwitzerlandClear Channel International BVNetherlandsClear Channel International Holdings BVNetherlandsClear 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 Mexico Holdings Cooperatieve U.A.NetherlandsClear Channel Nederland BVNetherlandsClear Channel Nederland Holdings BVNetherlandsClear Channel NI Ltd.United KingdomClear Channel Norway ASNorwayClear Channel Ofex AGSwitzerlandClear Channel Outdoor Company CanadaCanadaClear Channel Outdoor Hungary KFTHungaryClear Channel Overseas Ltd.United KingdomClear Channel Pacific Pte Ltd.SingaporeClear Channel Plakatron AGSwitzerlandClear Channel Poland SP .Z.O.O.PolandClear Channel Sales ABSwedenClear Channel Schweiz AGSwitzerlandClear Channel Singapore Pte Ltd.SingaporeClear Channel Smartbike SLUSpainClear Channel South America S.A.C.PeruClear Channel SouthWest Ltd.United KingdomClear Channel Suomi OyFinlandClear Channel Sverige ABSwedenClear Channel UK LtdUnited KingdomClear Channel UK One Ltd.United KingdomClear Channel UK Three Ltd.United KingdomClear Channel UK Two Ltd.United KingdomClear Media LimitedBermudaComurben SAMoroccoEller Media Asesorias Y Comercializacion Publicitaria LtdaChileEller Media Servicios Publicitarios LtdaChileEpiclove Ltd.United KingdomEquipamientos Urbanos - Gallega de Publicidad Disseno AIESpainEquipamientos Urbanos de Canarias SASpainEquipamientos Urbanos Del Sur SLSpainFM Media Ltd.United KingdomFoxmark (UK) Ltd.United KingdomGiganto Holding CaymanCayman IslandsGiganto Outdoor Servicios Publicitarios Ltda.ChileGrosvenor Advertising Ltd.United KingdomHainan Whitehorse Advertising Media Investment Company Ltd.ChinaIlluminated Awnings Systems Ltd.IrelandInterspace Airport Advertising Australia Pty Ltd.AustraliaInterspace Airport Advertising Curacao NVCuracaoInterspace Airport Advertising Grand CaymanCayman IslandsInterspace Airport Advertising Netherlands Antilles NVNetherlands AntillesInterspace Airport Advertising New Zealand Ltd.New ZealandInterspace Airport Advertising TCI Ltd.Turks & CaicosInterspace Airport Advertising Trinidad & Tobago Ltd.Republic of Trinidad & TobagoInterspace Airport Advertising West Indies Ltd.West IndiesInterspace Costa Rica Airport Advertising SACosta RicaKMS Advertising Ltd.United KingdomL & C Outdoor Ltda.BrazilMaurice Stam LtdUnited KingdomMedia Monitors (M) Sdn. Bhd.MalaysiaMedia Monitors Dominican RepublicPanamaMing Wai Holdings Ltd.British Virgin IslandsMore O'Ferrall Ireland Ltd.IrelandMultimark Ltd.United KingdomNitelites (Ireland) Ltd.IrelandNobro SCMexicoNWP Street LimitedUnited KingdomOutdoor (Brasil) LtdaBrazilOutdoor Brasil Holding S/ABrazilOutdoor Holding Company Cayman ICayman IslandsOutdoor Holding Company Cayman IICayman IslandsOutdoor Mexico Operaciones, S. de R.L. de C.V.MexicoOutdoor Mexico Servicios Publicitarios S. de R.L. de C.V.MexicoOutdoor Mexico Servicios Publicitarios Sub, S. de R.L. de C.V.MexicoOutdoor Mexico, Servicios Administrativos, S. de R.L. de C.V.MexicoOutdoor Mexico, Servicios Corporativos, S. de R.L. de C.V.MexicoOutdoor Sao Paulo Participacoes LtdaBrazilOutdoor Spanish Holdings SLSpainOutstanding Media I Stockholm ABSwedenPaneles Napsa S.R.L.PeruParkin Advertising Ltd.United KingdomPostermobile Advertising Ltd.United KingdomPostermobile Ltd.United KingdomPremium Holdings Ltd.United KingdomPremium Outdoor Ltd.United KingdomPublicidade Klimes Sao Paulo LtdaBrazilRacklight S. de R.L. de C.V.MexicoRadio Computing Services (Africa) Pty Ltd.South AfricaRadio Computing Services (India) Pvt. Ltd.IndiaRadio 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.CanadaRadio Computing Services of Australia Pty Ltd.AustraliaRCS Europe SARLFranceRCS Radio Computing China, Inc.ChinaRegentfile Ltd.United KingdomRockbox Ltd.United KingdomService2CitiesBelgiumSIA Clear Channel LatviaLatviaSignways Ltd.United KingdomSites International Ltd.United KingdomStorm Outdoor Ltd.United KingdomTeam 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.United KingdomUAB Clear Channel LietuvaLithuaniaVision Media Group UK LimitedUnited KingdomVision Posters Ltd.United KingdomExhibit 23: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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);2.Registration Statement (Form S-8) pertaining to the Clear Channel Nonqualified Deferred Compensation Plan (No. 333-152648); and3.Registration Statement (Form S-8) pertaining to the iHeartMedia, Inc. Executive Long-Term Incentive Plan (No. 333-205205) of our reports dated February 23, 2017, 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, 2016. /s/ Ernst & Young LLPSan Antonio, TexasFebruary 23, 2017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 thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined 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 the registrant and have:(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat 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,the registrant’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 23, 2017/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 thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined 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 the registrant and have:(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat 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,the registrant’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 23, 2017/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, 2016 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 23, 2017By: /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, 2016 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 23, 2017By: /s/ Richard J. BresslerName: Richard J. BresslerTitle: President and Chief Financial Officer

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