iHeartMedia
Annual Report 2017

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, 2017, 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.)20880 Stone Oak ParkwaySan Antonio, Texas78258(Address of principal executive offices)(Zip code)(210) 822-2828(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act: 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 [ ] NO [X] 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. Largeaccelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Smaller reporting company [ ] Emerging growth company [ ] If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or reviews financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ] Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). YES [ ] NO [X] Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequentto the distribution of securities under a plan confirmed by a court. YES [ ] NO [ ] As of June 30, 2017, the aggregate market value of the common stock beneficially held by non-affiliates of the registrant was approximately $19.1 million based on the closingsales price of the Class A common stock as reported on the Over-the-Counter Pink Sheets. On April 24, 2018, there were 31,935,990 outstanding shares of Class A common stock (including 111,291 shares owned by a subsidiary and excluding 616,296 shares held intreasury), 555,556 outstanding shares of Class B common stock, 58,967,502 outstanding shares of Class C common stock and no outstanding shares of Class D common stock.DOCUMENTS INCORPORATED BY REFERENCEItems 10, 11, 12, 13 and 14 of Part III will be incorporated by reference from the Form 10-K/A to be filed with the Securities and Exchange Commission.IHEARTMEDIA, INC.INDEX TO FORM 10-K PageNumberPART I Item 1.Business1Item 1A.Risk Factors18Item 1B.Unresolved Staff Comments32Item 2.Properties32Item 3.Legal Proceedings33Item 4.Mine Safety Disclosures35PART II Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities38Item 6.Selected Financial Data40Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations42Item 7A.Quantitative and Qualitative Disclosures About Market Risk80Item 8.Financial Statements and Supplementary Data81Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure127Item 9A.Controls and Procedures127Item 9B.Other Information131PART III Item 10.Directors, Executive Officers and Corporate Governance132Item 11.Executive Compensation132Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters132Item 13.Certain Relationships and Related Transactions, and Director Independence132Item 14.Principal Accounting Fees and Services132PART IV Item 15.Exhibits and Financial Statements Schedules133Item 16.Form 10-K Summary145PART IITEM 1. BUSINESSThe CompanyiHeartMedia, Inc. (the "Company") was 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 Texascorporation (“iHeartCommunications”). The acquisition was completed on July 30, 2008 pursuant to the Agreement and Plan of Merger, dated November 16,2006, as amended on April 18, 2007, May 17, 2007 and May 13, 2008 (the “Merger Agreement”). As a result of the merger, each issued and outstanding shareof iHeartCommunications, other than shares held by certain of our principals that were rolled over and exchanged for shares of our Class A common stock,was either 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.On March 14, 2018, the Company, iHeartCommunications and certain of the Company's direct and indirect domestic subsidiaries (collectively, the"Debtors") filed voluntary petitions for relief (the "Chapter 11 Cases") under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code"), inthe United States Bankruptcy Court for the Southern District of Texas, Houston Division (the "Bankruptcy Court"). Clear Channel Outdoor Holdings, Inc.(“CCOH”) and its direct and indirect subsidiaries did not file voluntary petitions for reorganization under the Bankruptcy Code and are not Debors in theChapter 11 Cases.The Chapter 11 Cases are being administered under the caption In re: iHeartMedia, Inc., Case No. 18-31274 (MI). The Debtors will continue tooperate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of theBankruptcy Code and orders of the Bankruptcy Court.On March 16, 2018, the Debtors entered into a Restructuring Support Agreement (the “RSA”) with certain creditors and equityholders (the“Consenting Stakeholders”). The RSA contemplates the restructuring and recapitalization of the Debtors (the “Restructuring Transactions”), which will beimplemented through a plan of reorganization in the Chapter 11 Cases, if confirmed by the Bankruptcy Court. Pursuant to the RSA, the ConsentingStakeholders have agreed to, among other things, support the Restructuring Transactions and vote in favor of a plan of reorganization to effect theRestructuring Transactions.The RSA provides certain milestones for the Restructuring Transactions. Failure of the Debtors to satisfy these milestones without a waiver orconsensual amendment would provide the Consenting Stakeholders a termination right under the RSA. These milestones include (i) the filing of a plan ofreorganization, disclosure statement and motion for approval of the disclosure statement, in form and substance reasonably acceptable to the Debtors and theConsenting Stakeholders, which was filed with the Bankruptcy Court on April 28, 2018, (ii) the entry of an order approving the disclosure statement by July7, 2018, (iii) the entry of an order confirming the plan of reorganization within 75 days of the entry of an order approving the disclosure statement and (iv)the effective date of the plan of reorganization occurring by March 14, 2019.In general, as debtors-in-possession under the Bankruptcy Code, we are authorized to continue to operate as an ongoing business, but may notengage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. Pursuant to first day motions filed with theBankruptcy Court, the Bankruptcy Court authorized us to conduct our business activities in the ordinary course, including, among other things and subjectto the terms and conditions of such orders, authorizing us to: (i) pay employees’ wages and related obligations; (ii) continue to operate our cash managementsystem in a form substantially similar to prepetition practice; (iii) use cash collateral on an interim basis; (iv) continue to honor certain obligations related toon-air talent, station affiliates and royalty obligations; (v) continue to maintain certain customer programs; (vi) pay taxes in the ordinary course; (vii)continue our surety bond program; and (viii) maintain our insurance program in the ordinary course.iHeartCommunications' filing of the Chapter 11 Cases constitutes an event of default that accelerated its obligations under its debt agreements. Dueto the Chapter 11 Cases, however, the creditors’ ability to exercise remedies under iHeartCommunications' debt agreements was stayed as of March 14, 2018,the date of the Chapter 11 petition filing, and continues to be stayed.Information about the Chapter 11 Cases is available at a website maintained by our claims agent, Prime Clerk(https://cases.primeclerk.com/iheartmedia/Home-Index).Our corporate headquarters are in San Antonio, Texas and we have executive offices in New York, New York. Our headquarters are located at 20880Stone Oak Parkway, San Antonio, Texas 78258 (telephone: 210-822-2828).1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. As of December 31, 2017, ourAmericas outdoor segment consisted of operations primarily in the United States and Latin America and our International outdoor segment consisted ofoperations primarily in Europe and Asia. Beginning January 1, 2018, our Latin American operations will be included in our International Outdoor segment.Our “Other” category includes our full-service media representation business, Katz Media Group (“Katz Media”), which is ancillary to our otherbusinesses. For the year ended December 31, 2017, the iHM segment represented 56% of total revenues. For the year ended December 31, 2017, Americasoutdoor represented 20% and International outdoor represented 22% 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 data analytics and automated/programmatic sales infrastructure and capability in each of our business segments. We intend to continue toexecute our strategies while 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, on the internet at iHeartRadio.com and our radio stations’ websites, and through our iHeartRadio mobile application in enhanced automotive dashes,on tablets, wearables and smartphones, on gaming consoles, via in-home entertainment and voice-controlled devices.As of December 31, 2017, we owned 849 domestic radio stations servicing over 160 U.S. markets, including 45 of the top 50 markets and 82 of thetop 100 markets. We are also the beneficiary of Aloha Station Trust, LLC and Ocean Station Trust LLC, which own and operates 14 and 3 radio stations,respectively, all of which we were required to divest in order to comply with Federal Communication Commission (“FCC”) media ownership rules, and whichare being marketed for sale.In addition to our local radio programming, we also operate Premiere Networks (“Premiere”), a national radio network that produces, distributes orrepresents more than 100 syndicated radio programs and serves more than 6,000 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 Wango Tango by AT&T, the iHeartRadio Jingle BallTour presented by Capital One, the iHeartCountry Festival by AT&T and the iHeartRadio Fiesta Latina.StrategyOur 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 849 domestic radio stations, with contractstypically less than one year in duration. The programming formats of our radio stations are designed to reach audiences with targeted demographiccharacteristics. We continue to expand the choices for listeners and advertisers by delivering our content and selling advertising across multiple distributionchannels, including digitally via iHeartRadio, which reach national, regional and local audiences. In addition, we also generate revenues from network2syndication, our nationally recognized live events and our station websites, among other activities. We are working closely with our advertising andmarketing partners to develop tools and leverage data to enable advertisers to effectively reach their desired audiences.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 the depth and breadth of our relationships with both media agencies and national and local advertisers, we believe we can drivebroadcast radio's share of total media spending by using our dedicated sales teams to highlight the value of broadcast radio relative to other media. We havemade and continue to make significant investments in research so we can provide the same ad-buying experience that once was only available from digital-only companies and to enable our clients to better understand how our assets can successfully reach their target audiences and promote their advertisingcampaigns. Our programmatic solution for broadcast radio, Soundpoint, provides improved planning and automated ad-buying by relying on sophisticatedplanning algorithms and a cloud-based network across all of iHeartMedia’s broadcast radio inventory to deliver highly optimized plans to our advertisingcustomers. SmartAudio is our new audio data analytics advertising product for broadcast radio which leverages the capabilities of Soundpoint. WithSmartAudio, we can create robust audience segment profiles for our advertising customers allowing them to select the best broadcasting schedules andmethods to reach their targeted customers. We continue to seek opportunities to deploy iHeartRadio, our free all-in-one digital music, podcasting and livestreaming digital radio service across both existing and emerging devices and platforms. iHeartRadio is on more than 200 platforms, including in cars, athome, on wearables, via gaming consoles through virtual assistants, and nearly everywhere listeners want to tune in. We continue to work closely withadvertisers, marketers and agencies to meet their needs through new products, events and services developed through optimization of our current portfolio ofassets, as well as to develop tools to determine how effective broadcast radio is in reaching their desired audiences.Promote Local and National Advertising. We intend to grow our iHM businesses by continuing to develop effective 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. We will continue to provide the content our listeners desire on their preferred platforms. Our investments have created a collection of leading on-airtalent. For example, Premiere offers 112 syndicated radio programs and services for more than 6,000 radio station affiliates across the United States, includingpopular programs featuring top talent such as Ryan Seacrest, Big Boy, Rush Limbaugh, Sean Hannity, Glenn Beck, Steve Harvey, Elvis Duran, Bobby Bones,Breakfast Club and Delilah. Our distribution capabilities allow us to attract top talent and more effectively utilize programming, sharing our best and mostcompelling 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 Wango Tango by AT&T, the iHeartRadio Jingle Ball Tour presented byCapital One, the iHeartCountry Festival by AT&T 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; digitally via iHeartRadio.com and our stations' hundreds ofwebsites; HD radio channels; satellite radio; through our free iHeartRadio mobile application on smartphones and tablets, on gaming consoles, via in-homeentertainment, on voice-controlled devices, in enhanced automotive dashes; and through our two new iHeartRadio on demand subscription services -iHeartRadio Plus and iHeartRadio All Access. We continue to seek to expand our presence on popular user platforms. Some examples are as follows:•Streaming. We provide streaming content via the Internet, mobile and other digital platforms through our iHeartRadio platform and ourstations' hundreds of websites. We rank among the top streaming networks in the U.S. with regards to Average Active Sessions (“AAS”), SessionStarts (“SS”) and Average Time Spent Listening (“ATSL”). AAS and SS measure the level of activity while ATSL measures the ability to keepthe audience engaged.•Websites and Mobile Applications. We have developed mobile and Internet applications such as the iHeartRadio mobile application availableon smart phones and tablets and website as well as websites for our stations and3personalities. These mobile and Internet applications allow listeners to use their smart phones, tablets, voice-controlled devices or other digitaldevices to interact directly with stations, find titles/artists, request songs and create custom and personalized stations while providing anadditional method for advertisers to reach consumers. As of December 31, 2017, our iHeartRadio mobile application has been downloaded1.7 billion times (including updates), with more than 110 million registered users. iHeartRadio provides a unique digital music experience byoffering access to more than 2,600 broadcast and digital-only radio stations, plus user-created custom stations with broad social mediaintegration 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 56%, 54%, and 53% of our revenue for the years ended December 31, 2017, 2016 and 2015, respectively. The primarysource of revenue in our iHM segment is the sale of advertising on our broadcast radio stations for local and national advertising. Our iHeartRadio mobileapplication and website, our station websites, national live events, Premiere syndicated content and Total Traffic & Weather Network also provide additionalmeans for our advertisers to reach consumers. We also generate revenues from network compensation, our online services, our traffic business, events andother 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.4Radio StationsAs of December 31, 2017, we owned 849 radio stations, including 240 AM and 609 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.During the fourth quarter of 2017, iHM exchanged four radio stations in Chattanooga, TN and six radio stations in Richmond, VA for four radiostations in Boston, MA and three radio stations in Seattle, WA, owned by Entercom Communications Corp.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 and operated 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 65 Dallas-Ft. Worth, TX 66 Houston-Galveston, TX 67 Washington, DC 58 Atlanta, GA 79 Philadelphia, PA 610 Boston, MA 711 Miami-Ft. Lauderdale-Hollywood, FL 712 Seattle-Tacoma, WA 813 Detroit, MI 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 Portland, OR 723 St. Louis, MO 624 Charlotte-Gastonia-Rock Hill, NC-SC 425 Riverside-San Bernardino, CA 6 Total Top 25 Markets 148(2)(1)Source: Fall 2017 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 148.Premiere NetworksWe operate Premiere, a national radio network that produces, distributes or represents 112 syndicated radio programs and services for more than6,000 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.5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 80 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, syndicated content and our traffic business, compete for listeners andadvertising revenues directly with other radio stations within their respective markets, as well as with other advertising media, including broadcast and cabletelevision, online, print media, outdoor advertising, satellite radio, direct mail and other forms of advertisement. In addition, the radio broadcasting industryis subject to competition from services that use media technologies such as Internet-based media, mobile applications and other digital radio services. Suchservices reach national 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 the United States. Approximately 91%, 90% and 90% of our revenue in our Americassegment was derived from the United States in the years ended December 31, 2017, 2016 and 2015, respectively. As of December 31, 2017, we owned oroperated approximately 85,000 display structures in the United States with operations in 43 of the 50 largest markets, including all of the 20 largest markets.The majority of our non-US revenues are from Latin America where we operate approximately 9,000 display structures in countries including Brazil, Mexico,Peru, and Chile. During the first quarter of 2018, the Company reevaluated its segment reporting and determined that its Latin America operations should bemanaged by its International outdoor leadership team. As such, beginning January 1, 2018, our Latin American operations will be included in ourInternational outdoor segment.Our Americas outdoor assets consist of printed and digital billboards, transit displays, including airports, street furniture and wallscapes and otherspectaculars. Our Americas outdoor advertising business is focused on metropolitan areas with dense 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 sales team tohighlight the value of outdoor advertising relative to other media. We have made and continue to make significant investments in research tools like Radar.Radar is the industry's first suite of campaign planning and attribution solutions that utilize anonymous mobile location intelligence to help brands reachcertain audiences and understand what happens after someone is exposed to an advertisement on our printed and digital displays.Differentiate through Innovation, Sales and Services. Over the last several years, we have developed and hired talent who are helping to re-makehow outdoor media is bought and sold. We are working closely with clients, advertising agencies and other diversified media companies to develop moresophisticated approaches to delivering the right audience in the right location at the right time. One example is our programmatic effort to sell digitalbillboard advertisements using automated advertisement sales technology to introduce ease and efficiency to the out-of-home ad sales process and enablebetter targeting of digital billboard advertising. Another is our RFP Team, which provides proposal preparation and marketing support for our key multi-market sales efforts. A third area is our proof of performance delivery platform that is leading the industry in providing transparency when the ad is delivered,accessible via API to allow partners to pull proof of performance information into whatever system they choose.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 electronic6displays are linked through centralized computer systems to instantaneously and simultaneously and rapidly change advertising copy on a large number ofdisplays, allowing us to sell more advertising opportunities to advertisers. The ability to change copy by time of day and quickly change messaging based onadvertisers’ needs creates additional flexibility for our customers. Although digital displays require more capital to construct compared to printed bulletins,the advantages of digital allow us to penetrate new accounts and categories of 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 increase our quantity of digital inventory. As of December 31, 2017, we haddeployed more than 1,100 digital billboards in 28 markets in the United States.Sources of RevenueAmericas outdoor generated 20%, 20% and 22% of our revenue in 2017, 2016 and 2015, 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, transit displays and streetfurniture. The margins on our billboard contracts, including those related to digital billboards, tend to be higher than those on contracts for other displays,due to their greater size, impact and location along major roadways that are highly trafficked. Billboards comprise approximately two-thirds of our displayrevenues. The following table shows the approximate percentage of revenue derived from each category for our Americas outdoor inventory: Year Ended December 31, 2017 2016 2015Billboards: Bulletins59% 59% 58%Posters10% 10% 12%Transit displays16% 16% 15%Street furniture displays7% 7% 6%Spectaculars/wallscapes4% 4% 5%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 and7junior poster-size. Similar to digital bulletins, digital posters display static messages that resemble standard printed posters when viewed, andare linked through centralized computer systems to instantaneously and simultaneously change messages throughout the course of a day. Advertising copy for printed posters is digitally printed on a single piece of polyethylene material that is then transported and secured to theposter surfaces. Advertising copy for printed junior posters is printed using silk screen, lithographic or digital process to transfer the designsonto paper that is then transported and secured to the poster surfaces. Posters generally are located in commercial areas on primary andsecondary routes near point-of-purchase locations, facilitating advertising campaigns with greater demographic targeting than those displayedon bulletins. Our poster rates typically are less than our bulletin rates, and our client contracts for posters generally have terms ranging fromfour weeks to one year. Premiere displays, which consist of premiere panels and squares, are innovative hybrids between bulletins and postersthat we developed to provide our clients with an alternative for their targeted marketing campaigns. The premiere displays use one or moreposter panels, but with vinyl advertising stretched over the panels similar to bulletins. Our intent is to combine the creative impact of bulletinswith the additional reach and frequency of posters.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.Street Furniture DisplaysOur street furniture displays include advertising surfaces on bus shelters, information kiosks, freestanding units and other public structures, areavailable in both printed and digital formats, and are primarily located in major metropolitan areas and along major commuting routes. Generally, we areresponsible for the construction and maintenance of street furniture structures. Contracts for the right to place our street furniture displays in the publicdomain and sell advertising space on them are awarded by municipal and transit authorities in competitive bidding processes governed by local law. Generally, these contracts have terms ranging from 10 to 20 years. As compensation for the right to sell advertising space on our street furniture structures, wepay the municipality or transit authority a fee or revenue share that is either a fixed amount or a percentage of the revenue derived from the street furnituredisplays. Typically, these revenue sharing arrangements include payments by us of minimum guaranteed amounts. Client contracts for street furnituredisplays typically have terms ranging from four weeks to one year, and are typically for network packages of multiple street furniture displays.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 and Times Square in New York City. Client contracts for spectaculars typically have terms of one yearor longer. A wallscape is a display that drapes over or is suspended from the sides of buildings or other structures. Generally, wallscapes are located in high-profile areas where other types of outdoor advertising displays are limited or unavailable. Clients typically contract for individual wallscapes for extendedterms. Advertising Inventory and MarketsAs of December 31, 2017, we owned or operated approximately 94,000 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 land we own, lease or for which we have acquired permanent easements or executed long-term management agreements. The majority of the advertising structures on which our displays are mounted require permits. Permits are granted for the right to operate an advertisingstructure as long as the structure is used in compliance with the laws and regulations of the applicable jurisdiction.8In January 2017, Americas outdoor sold its Indianapolis, Indiana market in exchange for certain assets in Atlanta, Georgia with a fair value of $39.4million, plus $43.1 million in cash, net of closing costs. The assets acquired as part of the transaction consisted of $9.9 million in fixed assets and $29.5million in intangible assets (including $2.3 million in goodwill). The Company recognized a net gain of $28.9 million related to the sale, which is includedwithin Other operating income (expense), net.During the third quarter of 2017, Americas outdoor sold its ownership interest in a joint venture in Canada. As a result, the Company recognized anet loss on sale of $12.1 million, including a $6.3 million cumulative translation adjustment, which is included within Other operating income (expense),net.ProductionIn a majority of our markets, our local production staff performs the full range of activities required to create and install advertising copy. Production work includes creating the advertising copy design and layout, coordinating its printing and installing the copy on displays. We provide creativeservices to smaller advertisers and to advertisers not represented by advertising agencies. National advertisers often use preprinted designs that require onlyinstallation. Our creative and production personnel typically develop new designs or adopt copy from other media for use on our inventory. Our creativestaff also can assist in the development of marketing presentations, demonstrations and strategies to attract new clients.Construction and OperationWe typically own the physical structures on which our clients’ advertising copy is displayed. We 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 new signs or convert existing signs to digital format. Permits are typically granted inperpetuity by the state and/or local government and typically are transferable or renewable for a minimal, or no, fee. Printed bulletin and poster advertisingcopy is primarily printed with computer generated graphics on a single sheet of vinyl supplied by the advertiser. These advertisements are then transportedto the site and wrapped around the face of the site or affixed to a hardware anchoring system on the display site. The operational process also includesconducting visual inspections of the inventory for display defects and taking the necessary corrective action within a reasonable period of time.Client CategoriesIn 2017, the top five client categories in our Americas outdoor segment were business services, retail, healthcare and medical, media and restaurants.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%, 32% and 34% of our revenue inthis segment derived from France and the United Kingdom for the years ended December 31, 2017, 2016 and 2015. As of December 31, 2017, we owned oroperated more than 480,000 displays across 18 countries.Our International outdoor assets consist of street furniture, billboards, transit displays, retail displays, SmartBike programs and other spectaculars,which we own or operate under lease or license 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. We believe that outdoor advertising is strongly positioned to9compete with other media, whose audiences are fragmenting to online equivalents of traditional media content. As part of our effort to promote growth inoutdoor advertising’s share of total media, we are focusing on developing and implementing improved outdoor audience delivery measurement systems(such as our C.A.S.T. system in France) to provide advertisers with tools to plan their campaigns and determine how effectively their message is reaching thedesired 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 our out of home inventory inaudience-based packages, giving them the ability to manage their campaigns on a self-service basis.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 technologies, such as beacons, small cells, wayfinding stations and provision of wifi in our streetfurniture network, as additions to traditional methods of displaying our clients’ advertisements. We are currently installing these technologies in a number ofour markets. Digital displays enable revenue growth by enhancing the core proposition of outdoor advertising to our clients by improving the quality ofdisplay; enabling greater utilization of our best advertising locations through sequential displays; allowing advertisers to plan campaigns around specificdays or times of day; and enhancing creativity and contextual relevance of advertisements, tailoring messages according to specific locations, times or otherinputs, such as the current weather or latest betting odds. We seek to achieve greater consumer engagement and flexibility by delivering powerful, flexibleand interactive campaigns that open up new possibilities for advertisers to engage with their target audiences. We had more than 13,500 digital displays in16 countries across Europe and Asia as of December 31, 2017.Sources of RevenueOur International outdoor segment generated 22%, 23% and 23% of our revenue in 2017, 2016 and 2015, 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, 2017 2016 2015Street furniture displays51% 52% 52%Billboards17% 17% 19%Transit displays11% 10% 9%Other (1)21% 21% 20%Total100% 100% 100%(1)Includes advertising revenue from retail 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.10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, telephone boxes 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 International print street furniture is typically sold to clients as network packages ofmultiple street furniture displays, with contract terms ranging from one to two weeks. Due to its dynamic and real time delivery capabilities, digital streetfurniture can be sold flexibly, allowing advertisers to buy solutions on a ‘play and impact’ audience-based model to reach and engage their audiences withdynamic, contextually relevant and targeted messagesBillboardsThe 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 allow advertisers to dynamically change messages throughout the course of a day to more effectivelytarget and engage audiences in key locations, and may display advertisements for multiple customers. Our electronic displays are linkedthrough centralized computer systems to instantaneously and simultaneously change messages throughout the course of a day. 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 are linked through centralized computer systems to instantaneously and simultaneously change messages throughoutthe course of a day. Advertising copy for printed classic billboards is digitally printed then transported and secured to the poster surfaces.Classic billboards generally are located in commercial areas on primary and secondary routes near point-of-purchase locations, facilitatingadvertising campaigns with greater demographic targeting than those displayed on premium billboards. Classic billboards typically deliverlower rates than our premium billboards. Our intent is to combine the creative impact of premium billboards with the additional reach andfrequency 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.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. Contracts with public transit authorities or private transit operators typically have terms rangingfrom two to five years. Our client contracts for transit displays, either printed or digital, generally have terms ranging from one week to one year,11or longer. Due to its dynamic and real time delivery capabilities, digital transit can be sold flexibly, allowing advertisers to buy solutions on a ‘play andimpact’ audience-based model to reach and engage their audiences with dynamic, contextually relevant and targeted messages.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. Due to its dynamic and real time delivery capabilities, digital retail displays can be sold flexibly, allowing advertisersto buy solutions on a ‘play and impact’ audience-based model to reach and engage their audiences with dynamic, contextually relevant and targetedmessages.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 and production and creative services revenue. OurInternational inventory includes other small displays that are counted as separate displays since they form a substantial part of our network and Internationaloutdoor advertising revenue. We also have a SmartBike bicycle rental program which provides bicycles for rent to the general public in severalmunicipalities. In exchange for operating these bike rental programs, we generally derive revenue from advertising rights to the bikes, bike stations,additional street furniture displays, and/or a share of rental income from the local municipalities. In several of our International markets, we sell equipment orprovide cleaning and maintenance services as part of street furniture contracts with municipalities.Advertising Inventory and MarketsAs of December 31, 2017, we owned or operated more than 480,000 displays in our International outdoor segment, with operations across 18countries. 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 significant 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 the United Kingdom. The design of street furniture structures (such as bus shelters, bicycle racks and kiosks) is typically done in conjunction with a thirdparty design or architectural firm and followed by a competitive bidding process to select a manufacturer. Our street furniture sites are posted by our ownemployees or subcontractors who also clean and maintain the sites. The decision to use our own employees or subcontractors is made on a market-by-marketbasis taking into consideration the mix of products in the market and local labor costs.Client CategoriesIn 2017, the top five client categories in our International segment, based on International revenue derived from these categories, were retail,entertainment, telecommunications, internet and e-commerce and food and food products.Competition12The 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.OtherOur Other category includes our media representation firm, Katz Media, which is ancillary to our 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, 2017, Katz Media represented more than 3,000 radio stations. Katz Media also represents more than900 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, 2017, we had approximately 13,600 domestic employees and approximately 4,300 international employees, of whichapproximately 16,400 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,13several of the following matters are now, or may become, the subject of court litigation, and we cannot predict the outcome of any such litigation or itsimpact on our iHeartMedia business.License AssignmentsThe Communications Act prohibits the assignment of a license or the transfer of control of an FCC licensee without prior FCC approval. Applications for license assignments or transfers involving a substantial change in ownership are subject to a 30-day period for public comment, duringwhich petitions to deny the application may be filed and considered by the FCC.License RenewalThe FCC grants broadcast licenses for a term of up to eight years. The FCC will renew a license for an additional eight-year term if, afterconsideration of the renewal application and any objections thereto, it finds that the station has served the public interest, convenience and necessity andthat, with respect to the station seeking renewal, there have been no serious violations of either the Communications Act or the FCC’s rules and regulationsby the licensee and no other such violations which, taken together, constitute a pattern of abuse. The FCC may grant the license renewal application with orwithout conditions, including renewal for a term less than eight years. The vast majority of radio licenses are renewed by the FCC for the full eight-yearterm. While we cannot guarantee the grant of any future renewal application, our stations’ licenses historically have been renewed for the full eight-yearterm.Ownership RegulationFCC rules and policies define the interests of individuals and entities, known as “attributable” interests, which implicate FCC rules governingownership of broadcast stations and other specified mass media entities. Under these rules, attributable interests generally include: (1) officers and directorsof a licensee or of its direct or indirect parents; (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 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 have historically prohibited an individual or entity from having an attributableinterest in either a radio or television station and a daily newspaper located in the same market. As noted below, the FCC has recently adoptedan order eliminating this prohibition.•Radio-Television Cross-Ownership Rule. FCC rules have permitted the common ownership of one television and up to seven same-marketradio stations, or up to two television and six same-market radio stations, depending on the number of independent media voices in the marketand on whether the television and radio components of the14combination comply with the television and radio ownership limits, respectively. As noted below, the FCC has recently adopted an ordereliminating limitations on radio-television cross-ownership.The FCC is required to conduct periodic reviews of its media ownership rules. In August 2016, the FCC concluded its 2010 and 2014 quadrennialreviews with a decision retaining the local radio ownership rules, the radio-television cross-ownership rule and the prohibition on newspaper-broadcast cross-ownership without significant change. In November 2017, however, the FCC adopted an order reconsidering the August 2016 decision and modifying it in anumber of respects. The November 2017 order on reconsideration did not significantly modify the August 2016 decision with respect to the local radioownership limits. It did, however, eliminate the FCC's previous limits on radio-television cross-ownership and newspaper-broadcast cross-ownership. Theserule changes became effective on February 7, 2018, but the November 2017 order on reconsideration has been appealed. We cannot predict the outcome ofthe FCC's media ownership proceedings or their effects on our business in the future.Irrespective of the FCC's media ownership rules, the Antitrust Division of the U.S. Department of Justice ("DOJ") and the U.S. Federal 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 radio stations in that market, the DOJ has, in some cases, obtained consentdecrees requiring radio station divestitures.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. The FCC has clarified that it will entertain and authorize, on a case-by-case basis and upon a sufficient public interest showing, proposals toexceed the 25% foreign ownership limit in broadcasting holding companies. In September 2016, the FCC adopted rules to simplify and streamline theprocess for requesting authority to exceed the 25% indirect foreign ownership limit and reformed the methodology that publicly-traded broadcasters may useto 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 performance15licenses from, and pay license fees to, the three major PROs in the United States, which are the American Society of Composers, Authors and Publishers(“ASCAP”), Broadcast Music, Inc. (“BMI”) and SESAC, Inc. (“SESAC”). There is no guarantee that a given songwriter or publisher will remain associatedwith ASCAP, BMI or SESAC or that additional PROs will not emerge. In 2013, a new PRO was formed named Global Music Rights (“GMR”). GMR hassecured the rights to certain high-value copyrights and is seeking to negotiate individual licensing agreements with radio stations for songs in 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, haveinstituted antitrust litigation against one another. Additionally, there has been litigation concerning whether the consent decrees between the DOJ and majorPROs require full-work licensing, most recently resulting in a ruling by a federal appeals court that they do not. The withdrawal of a significant number ofmusical composition copyright owners from the three established PROs; 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 individual copyright owner as long as we operate in compliance with the rules of those statutory licenses andpay the applicable royalty rates to SoundExchange, the organization designated by the Copyright Royalty Board (“CRB”) to collect and distribute royaltiesunder these statutory licenses. Sound recordings fixed on or after February 15, 1972 are protected by federal copyright law. Sound recording copyrightowners have asserted that state law provides copyright protection for recordings fixed before that date (“pre-72 recordings”). Sound recording copyrightowners have sued radio broadcasters and digital audio transmission services (including us) for unauthorized public performances and reproductions of pre-72recordings under various state laws. Courts applying the laws of at least four states have denied protection to pre-72 recordings, and the issue remainspending elsewhere. Legislation has also been introduced in Congress that would preempt state law claims for copyright violations related to pre-72recordings. If legislative efforts are unsuccessful, and if the courts ultimately determine that there are public performance rights in pre-72 sound recordingsand those rulings are held to apply to radio broadcasting or Internet simulcasting, it could impede our ability to broadcast or stream pre-72 recordings and/orincrease our licensing and negotiating costs of doing so.The rates at which we pay royalties to copyright owners are privately negotiated or set pursuant to a regulatory process. In addition, we havebusiness arrangements directly with some copyright owners to receive deliveries of and, in some cases, to directly license their sound recordings for use in ourInternet operations. There is no guarantee that the licenses and associated royalty rates that currently are available to us will be available to us in the future. Congress may consider and adopt legislation that would require us to pay royalties to sound recording copyright owners for broadcasting those recordings onour terrestrial radio stations. In addition, the CRB has 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. Outside our radio business, we collect personally identifiableinformation from our employees, from users of our Smartbike services, from our business partners and from consumers who interact with our digital panels,including the use of behavioral analysis software.We are subject to a number of laws and regulations relating to consumer protection, information security, data protection and privacy. Many ofthese laws and regulations are still evolving and could be interpreted in ways that could harm our business. In the area of information security and dataprotection, the laws in several states in the United States and most countries require companies to implement specific information security controls and legalprotections to protect certain types of personally identifiable information. Likewise, most states in the United States and most countries have laws in placerequiring companies16to notify 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 organizational and technical physical and electronic security measures that are designed to protectagainst the loss, misuse, and alteration of our listeners’, employees', clients' and customers' personally identifiable information and to protect our proprietarybusiness information. In Europe, we have appointed a Chief Data Protection Officer and are preparing a comprehensive legal and information security-ledapproach to compliance with the new Europe-wide General Data Protection Regulation (the "GDPR") in line with our obligations and our risk profile. Despite our best efforts, no security measures are perfect or impenetrable. Any failure or perceived failure by us to protect our information or informationabout our listeners, employees, clients and customers or to comply with our policies or applicable regulatory requirements could result in damage to ourbusiness and loss of confidence in us, damage to our brands, the loss of users of our services, including listeners, consumers, business partners and advertisers,as well as proceedings against us by governmental authorities or others, which could harm our business.OtherCongress, the FCC and other government agencies and regulatory bodies may in the future adopt new laws, regulations and policies that couldaffect, directly or indirectly, the operation, profitability and ownership of our broadcast stations and Internet-based audio music services. In addition to theregulations and other arrangements noted above, such matters may include, for example: proposals to impose spectrum use or other fees on FCC licensees;changes to the political broadcasting rules, including the adoption of proposals to provide free air time to candidates; restrictions on the advertising ofcertain products, such as beer and wine; frequency allocation, spectrum reallocations and changes in technical rules; and the adoption of significant newprogramming and operational requirements designed to increase local community-responsive programming and enhance public interest reportingrequirements.Regulation of our Americas and International Outdoor Advertising Businesses The outdoor advertising industry in the United States is subject to governmental regulation at the federal, state and local levels. These regulationsmay include, among others, restrictions on the construction, repair, maintenance, lighting, upgrading, height, size, spacing and location and permitting ofand, in some instances, content of advertising copy being displayed on outdoor advertising structures. In addition, international regulations have asignificant impact on the outdoor advertising industry. International regulation of the outdoor advertising industry can vary by municipality, region andcountry, but generally limits the size, placement, nature and density of out-of-home displays. Other regulations may limit the subject matter and language ofout-of-home displays.From time to time, legislation has been introduced in both the United States and foreign jurisdictions attempting to impose taxes on revenue fromoutdoor advertising or for the right to use outdoor advertising assets. Several jurisdictions have imposed such taxes as a percentage of our outdooradvertising revenue generated in that jurisdiction. In addition, some jurisdictions have taxed our personal property and leasehold interests in advertisinglocations using various valuation methodologies. We expect U.S. and foreign jurisdictions to continue to try to impose such taxes as a way of increasingrevenue. In recent years, outdoor advertising also has become the subject of targeted taxes and fees. These laws may affect prevailing competitive conditionsin our markets in a variety of ways. Such laws may reduce our expansion opportunities or may increase or reduce competitive pressure from other members ofthe outdoor advertising industry. No assurance can be given that existing or future laws or regulations, and the enforcement thereof, will not materially andadversely affect the outdoor advertising industry. However, we contest laws and regulations that we believe unlawfully restrict our constitutional or otherlegal rights and may adversely impact the growth of our outdoor advertising business.In the United States, federal law, principally the Highway Beautification Act (“HBA”), regulates outdoor advertising on Federal-Aid Primary,Interstate and National Highway Systems roads within the United States (“controlled roads”). The HBA regulates the size and placement of billboards,requires the development of state standards, mandates a state’s compliance program, promotes the expeditious removal of illegal signs and requires justcompensation for takings.To satisfy the HBA’s requirements, all states have passed billboard control statutes and regulations that regulate, among other things, construction,repair, maintenance, lighting, height, size, spacing and the placement and permitting of outdoor advertising structures. We are not aware of any state that haspassed control statutes and regulations less restrictive than the prevailing federal requirements on the federal highway system, including the requirement thatan owner remove any non-grandfathered, non-compliant signs along the controlled roads, at the owner’s expense and without compensation. Localgovernments generally also include billboard control as part of their zoning laws and building codes regulating those items described above and includesimilar provisions regarding the removal of non-grandfathered structures that do not comply with certain of the local requirements. Some local governmentshave initiated code enforcement and permit reviews of billboards within their jurisdiction. In some instances we have had to remove billboards as a result ofsuch reviews.17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 technology by their terms could be revised to impose greater restrictions. These regulations, or actions by third parties, may impose greaterrestrictions on digital billboards due to alleged concerns over aesthetics or driver safety.Available InformationYou can find more information about us at our Internet website located at www.iheartmedia.com. Our Annual Report on Form 10-K, our QuarterlyReports on Form 10-Q, our Current Reports on Form 8-K and any amendments to those reports are available free of charge through our Internet website assoon as reasonably practicable after we electronically file such material with, or furnish such material to, the Securities and Exchange Commission (“SEC”).The contents of our website are not deemed to be part of this Annual Report on Form 10-K or any of our other filings with the SEC.The SEC maintains an internet website that contains these reports at www.sec.gov. Any materials we file with the SEC may also be read or copied atthe SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. Information concerning the operation of the Public Reference Room may beobtained by calling the SEC at (800) 732-0330.ITEM 1A. RISK FACTORSChapter 11 Reorganization RisksWe filed for reorganization under Chapter 11 of the Bankruptcy Code on March 14, 2018 and are subject to the risks and uncertainties associated with theChapter 11 Cases.For the duration of our Chapter 11 Cases, our operations, including our ability to execute our business plan, are subject to the risks and uncertaintiesassociated with bankruptcy. Risks and uncertainties associated with our Chapter 11 Cases include the following:•our creditors or other third parties may take actions or make decisions that are inconsistent with and detrimental to the plans we believe to be inthe best interests of the Company;•we may be unable to obtain court approval with respect to certain matters in the Chapter 11 Cases from time to time;•the court may not agree with our objections to positions taken by other parties;•we may not be able to confirm and consummate a Chapter 11 plan of reorganization or may be delayed in doing so;•we may not be able to obtain and maintain normal credit terms with vendors, strategic partners and service providers;•we may not be able to continue to invest in our products and services, which could hurt our competitiveness;•we may not be able to enter into or maintain contracts that are critical to our operations at competitive rates and terms, if at all;18•we may be exposed to risks associated with third parties seeking and obtaining court approval to (i) terminate or shorten our exclusivity periodto propose and confirm a plan of reorganization, (ii) appoint a Chapter 11 trustee or (iii) convert the cases to Chapter 7 liquidation cases; and•our customers may choose to advertise with our competitors.These risks and uncertainties could affect our business and operations in various ways. For example, negative events, the positions we take in court,or publicity associated with our Chapter 11 Cases could adversely affect our ability to compete for advertising dollars and our relationship with ourcustomers, as well as with our business partners, vendors and employees, which in turn could adversely affect our operations and financial condition,particularly if the Chapter 11 Cases are protracted. Because of the risks and uncertainties associated with our Chapter 11 Cases, the ultimate impact of eventsthat occur during these proceedings will have on our business, financial condition and results of operations cannot be accurately predicted or quantified. Ifany one or more of these risks materializes, it could affect our ability to continue as a going concern.Operating under Chapter 11 may restrict our ability to pursue our business strategies.Under Chapter 11, transactions outside the ordinary course of business will be subject to the prior approval of the Bankruptcy Court, which maylimit our ability to respond in a timely manner to certain events or take advantage of certain opportunities. We must obtain Bankruptcy Court approval to,among other things:•engage in certain transactions with our vendors;•buy or sell assets outside the ordinary course of business;•consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;•grant liens; and•finance our operations, investments or other capital needs or to engage in other business activities that would be in our interest.The Chapter 11 Cases have required and will continue to require a substantial amount of time and attention of our senior management, which may havean adverse effect on our business and results of operations .The requirements of the Chapter 11 Cases have required and will continue to require a substantial portion of time and attention from our seniormanagement team and leave them with less time to devote to the operations of our business. Our management has spent considerable time participating in thedevelopment of restructuring plans and the business plan for the Company. This diversion of management’s attention may have a material adverse effect onthe conduct of our business, and, as a result, on our financial condition and results of operations, particularly if the Chapter 11 Cases are protracted.We may experience increased levels of employee attrition as a result of the Chapter 11 Cases.As a result of the Chapter 11 Cases, we may experience increased levels of employee attrition, and our employees likely will face considerabledistraction and uncertainty. A loss of key personnel or material erosion of employee morale could adversely affect our business and results of operations. Ourability to engage, motivate and retain key employees or take other measures intended to motivate and incent key employees to remain with us through thependency of the Chapter 11 Cases is limited by restrictions on implementation of incentive programs under the Bankruptcy Code. The loss of services ofmembers of our senior management team could impair our ability to execute our strategy and implement operational initiatives, which would be likely tohave a material adverse effect on our financial condition, liquidity and results of operations.Our businesses could suffer from a protracted restructuring.Our future results are dependent upon the timely and successful filing, confirmation and implementation of a plan of reorganization. If arestructuring is protracted, it could adversely affect our operating results, including our relationships with our advertising customers, business partners andemployees. The longer the proceedings related to the Chapter 11 Cases continue, the more likely it is that our advertising customers will lose confidence inour ability to reorganize our businesses successfully and seek to establish alternative commercial relationships. If we experience a protracted reorganization,there is a significant risk that the value of our enterprise would be substantially eroded to the detriment of all stakeholders. In addition, the RSA requires thatwe achieve various milestones in the Chapter 11 Cases, including that a plan of reorganization be effective by March 14, 2019. If we fail to achieve thesemilestones, the Consenting Stakeholders may terminate the RSA, which could create considerable uncertainty in the bankruptcy process.19Our ability to emerge from Chapter 11 and operate profitably thereafter will depend on our ability to obtain exit financing or other capital and to reduceour debt and debt service costs.It is too early in the Chapter 11 process for us to have certainty regarding the terms of our ultimate plan of reorganization. However, for our ultimateplan of reorganization to be effective, we will need to obtain exit financing or capital to fund our emergence costs and support our business followingemergence. We cannot presently determine the final terms of such financing, nor can there be any assurances of our success in obtaining it. In addition topursuing traditional forms of exit financing, we also intend to explore potential merger and acquisition transactions and other investment transactions withfinancial and strategic investors. Failure to obtain exit financing or other capital may delay our emergence from bankruptcy protection and/or limit ouralternatives, which could result in our inability to continue as a going concern. Even if such financing or other capital is available, there is no guarantee thatwe will be able to implement our business plan and achieve improved financial results.Our current cost structure is heavily driven by existing levels of indebtedness. Our plan of reorganization contemplates restructuring, renegotiating,and/or otherwise discharging a substantial portion of our debt. Nevertheless, there is no guarantee that we will be able to successfully achieve sufficientreductions in our debt and debt service costs and other cost savings or otherwise meet our planned continuing obligations. Failure to achieve substantialinterest cost reduction and other cost savings upon emergence could materially hamper our ability to operate profitably after emergence, and could result inour inability to continue as a going concern.Third parties may propose competing Chapter 11 plans of reorganization and we may receive unsolicited offers for the Company or our assets.Chapter 11 gives us the exclusive right to file a plan of reorganization during the first 120 days after filing. That period can be extended for cause upto a total of 18 months from the Petition Date with approval of the Bankruptcy Court. While we intend to conclude our Chapter 11 Cases during this so-called “exclusivity period”, there can be no assurance that we will be able to do so. Although we filed a plan of reorganization on April 28, 2018, there is noassurance that such plan of reorganization will be approved by the requisite creditors and the Bankruptcy Court. After the expiration of the exclusivityperiod, third parties can file one or more Chapter 11 plans of reorganization for the Debtors. An alternative plan of reorganization could contemplate theCompany continuing as a going concern, the Company being broken up, the Company or its assets being acquired by a third party, the Company beingmerged with a competitor, or some other proposal. We may not believe that such an alternative plan of reorganization is in our stakeholders’ best interests orfully values the benefits to be achieved by our reorganization. If we cannot successfully obtain approval of our plan of reorganization during the exclusivityperiod, we may have limited ability to prevent an alternative plan of reorganization from being approved by the Bankruptcy Court.Companies in Chapter 11 are often the target of unsolicited merger and acquisition offers, and there is no guarantee that we will emerge fromChapter 11 as a standalone company. An unsolicited proposal or alternative plan of reorganization could potentially delay our emergence from Chapter 11and expose us to a number of other risks, including potential limitations on our ability to execute our business plan and strategic initiatives; difficulties inhiring, retaining and motivating key personnel; negative reactions among our employees, vendors, strategic partners and service providers; a failure toprovide stakeholders full value for the benefits that could be achieved by the Company post-emergence on a stand-alone basis; and unease and uncertaintyamong our advertising customer base. In addition, any potential transaction proposed during Chapter 11, even if we decided such transaction was in our bestinterest, would be expressly subject to Bankruptcy Code requirements and Bankruptcy Court approval.We may not be able to obtain confirmation of a Chapter 11 plan of reorganization.To emerge successfully from Bankruptcy Court protection as a viable entity, we must meet certain statutory requirements with respect to adequacyof disclosure with respect to a Chapter 11 plan of reorganization, solicit and obtain the requisite acceptances of such a plan and fulfill other statutoryconditions for confirmation of such a plan, which have not occurred to date. The confirmation process is subject to numerous, unanticipated potential delays,including a delay in the Bankruptcy Court’s commencement of the confirmation hearing regarding our plan.Even though the Consenting Stakeholders have agreed pursuant to the RSA to support a plan of reorganization to effect the RestructuringTransactions described therein, we may not receive the requisite acceptances of constituencies in the proceedings related to the Chapter 11 Casesproceedings to confirm a plan. Even if the requisite acceptances of a plan are received, the Bankruptcy Court may not confirm such a plan. The preciserequirements and evidentiary showing for confirming a plan, notwithstanding its rejection by one or more impaired classes of claims or equity interests,depends upon a number of factors including, without limitation, the status and seniority of the claims or equity interests in the rejecting class (i.e., securedclaims or unsecured claims, subordinated or senior claims).20If a Chapter 11 plan of reorganization is not confirmed by the Bankruptcy Court, it is unclear whether we would be able to reorganize our businessand what, if anything, holders of claims against us would ultimately receive with respect to their claims.Even if a Chapter 11 plan of reorganization is consummated, we will continue to face risks.Even if a Chapter 11 plan of reorganization is consummated, we will continue to face a number of risks, including certain risks that are beyond ourcontrol, such as further deterioration or other changes in economic conditions, changes in our industry and potential revaluing of our assets due to theChapter 11 Cases. Some of these concerns and effects typically become more acute when a case under the Bankruptcy Code continues for a protracted periodwithout indication of how or when the case may be completed. As a result of these risks and others, there is no guarantee that any plan of reorganization willachieve our stated goals.Furthermore, we cannot predict the ultimate amount of all settlement terms for the Debtors’ liabilities that will be subject to a plan of reorganization.Even if our debts are reduced or discharged through a plan of reorganization, we may need to raise additional funds through public or private debt or equityfinancing or other various means to fund our business after the completion of the Chapter 11 process. Adequate funds may not be available when needed ormay not be available on favorable terms. Even once a plan of reorganization is implemented, our operating results may be adversely affected by the possiblereluctance of advertisers to do business with a company that recently emerged from bankruptcy proceedings.As a result of the Chapter 11 Cases, our historical financial information may be volatile and not be indicative of our future financial performance.During the Chapter 11 Cases, we expect our financial results to continue to be volatile as asset impairments, asset dispositions, restructuringactivities and expenses, contract terminations and rejections, and claims assessments may significantly impact our consolidated financial statements. As aresult, our historical financial performance may not be indicative of our future financial performance.Our capital structure will likely be significantly altered under any plan confirmed by the Bankruptcy Court. Under fresh-start accounting rules thatmay apply to us upon the effective date of a plan, our assets and liabilities would be adjusted to fair value, which could have a significant impact on ourfinancial statements. Accordingly, if fresh-start accounting rules apply, our financial condition and results of operations following our emergence fromChapter 11 would not be comparable to the financial condition and results of operations reflected in our historical financial statements. In connection withthe Chapter 11 Cases and the development of a plan of reorganization, it is also possible that additional restructuring and related charges may be identifiedand recorded in future periods. Such charges could be material to our consolidated financial position, liquidity and results of operations.We may be subject to claims that will not be discharged in the Chapter 11 Cases.The Bankruptcy Code provides that the confirmation of a plan of reorganization discharges a debtor from substantially all debts arising prior toconfirmation. With few exceptions, all claims that arose prior to the filing of our Chapter 11 Cases (i) will be subject to compromise and/or treatment underthe plan of reorganization or (ii) will be discharged in accordance with the Bankruptcy Code and the terms of the plan of reorganization. However, there canbe no assurance that the aggregate amount of such claims that are not subject to treatment under the plan of reorganization or that are not discharged will notbe material.Liquidity RiskOur cash flows may not provide sufficient liquidity during the Chapter 11 Cases. Our long-term liquidity requirements and the adequacy of our capitalresources are difficult to predict at this time.Our ability to fund our operations and our capital expenditures require a significant amount of cash. Our principal sources of liquidity historicallyhave been cash flow from operations, borrowing capacity under the senior secured credit facilities and the receivables based credit facility and issuances ofbonds. If our cash flow from operations decreases as a result of lower advertising prices, decreased listener demand, or otherwise, we may not have the abilityto expend the capital necessary to improve or maintain our current operations, resulting in decreased revenues over time.We face uncertainty regarding the adequacy of our liquidity and capital resources and have extremely limited, if any, access to additional financing.In addition to the cash requirements necessary to fund ongoing operations, we have incurred significant professional fees and other costs in connection withpreparation for the Chapter 11 Cases and expect that we will continue to incur significant professional fees and costs throughout our Chapter 11 Cases. Wecannot assure you that cash on hand and cash flow from operations will be sufficient to continue to fund our operations and allow us to satisfy ourobligations related to the Chapter 11 Cases until we are able to emerge from our Chapter 11 Cases.21Our liquidity, including our ability to meet our ongoing operational obligations, is dependent upon, among other things: (i) our ability to complywith the terms and conditions of the cash collateral order entered by the Bankruptcy Court in connection with the Chapter 11 Cases, (ii) our ability tomaintain adequate cash on hand, (iii) our ability to generate cash flow from operations, (iv) our ability to develop, confirm and consummate a plan ofreorganization or other alternative restructuring transaction, and (v) the cost, duration and outcome of the Chapter 11 Cases.We may not have sufficient cash to fund our operations and our emergence costs.As discussed above under “Chapter 11 Reorganization Risks,” our cash flows from operations may not provide sufficient liquidity during theChapter 11 Cases and exit financing or capital may not be sufficient to support our operations post-emergence. Our operating cash flows and exit financing orcapital may not be sufficient to pay our debt as it comes due, interest on our debt, emergence costs and other operating expenses. We currently facesignificantly higher operating expenses due in part to payments to our financial and legal advisors, as well as fees and other amounts payable to the advisorsto our lenders and bondholders in connection with the Chapter 11 Cases. Because we have limited short-term sources of cash, we may be unable tosuccessfully emerge from bankruptcy or implement our plan of reorganization.The filing of the Chapter 11 Cases is intended to permit iHeartCommunications to reduce its indebtedness to achieve a manageable capital structure.We are in the process of developing and implementing a plan of reorganization that conforms to the terms set forth in the RSA and meets the standards forconfirmation under the Bankruptcy Code. We believe that we will have sufficient cash from operations to fund anticipated cash requirements for the nexttwelve months. Our ability to maintain adequate liquidity through the reorganization process and beyond depends on successful operation of our business,and appropriate management of operating expenses and capital spending. Our anticipated liquidity needs are highly sensitive to changes in each of these andother factors.The Consolidated Financial Statements included in this Annual Report on Form 10-K have been prepared on a going concern basis of accounting,which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitments in the normal course of business. TheConsolidated Financial Statements do not reflect any adjustments that might result from the outcome of the Chapter 11 Cases. We have significantindebtedness, all of which we have reclassified to current liabilities at December 31, 2017. Our level of indebtedness has adversely impacted and iscontinuing to adversely impact our financial condition. As a result of our financial condition, the defaults under our debt agreements, and the risks anduncertainties surrounding the Chapter 11 Cases, substantial doubt exists that we will be able to continue as a going concern.CCOH’s substantial indebtedness could have a material adverse effect on CCOH’s performance and on our financial condition and liquidity.Our subsidiary CCOH has a substantial amount of indebtedness. As of December 31, 2017, CCOH had $5.3 billion of total indebtednessoutstanding, including: (1) $2.7 billion aggregate principal amount of CCWH’s senior notes, net of unamortized discounts of $4.2 million, which mature inNovember 2022; (2) $2.2 billion aggregate principal amount of CCWH’s senior subordinated notes, which mature in March 2020; (3) $379.0 millionaggregate principal amount outstanding of international subsidiary senior notes, net of unamortized premiums of $4.0 million, which mature in December2020; and (4) $2.4 million of other debt. CCOH’s ability to make scheduled payments on its debt obligations depends on its financial condition andoperating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond itscontrol. CCOH may not be able to maintain a level of cash flows from operating activities sufficient to permit it to pay the principal and interest on itsindebtedness. CCOH’s operations and its ability to successfully refinance or extend its debt may also be negatively affected by our Chapter 11 Cases.iHeartCommunications, which is a Debtor in the Chapter 11 Cases, provides the day-to-day cash management services for CCOH’s cash activitiesand balances in the U.S. pursuant to the Corporate Services Agreement between iHeartCommunications and CCOH, and is continuing to do so during theChapter 11 Cases pursuant to a cash management order approved by the Bankruptcy Court. CCOH does not have any material committed external sources ofcapital other than iHeartCommunications. If CCOH has a significant need for capital in the future and iHeartCommunications is limited in its ability toprovide such capital, there could be a material adverse effect on CCOH’s financial condition and liquidity, which would have a material adverse effect on ourfinancial condition and liquidity.Our substantial indebtedness upon emergence from Chapter 11 may adversely affect our financial health and operating flexibility.22The terms of the RSA contemplate that upon the effective date of a plan of reorganization, we will have a senior secured asset-based revolving creditfacility sufficient to fund the distributions required by the plan of reorganization and $5,750 million in principal amount of secured debt. This substantialamount of indebtedness could have important consequences to us, including:•limiting our ability to borrow additional amounts for working capital, capital expenditures, debt service requirements, execution of our businessstrategy or other purposes;•limiting our ability to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds toservice debt;•increasing our vulnerability to general adverse economic and industry conditions, including increases in interest rates, particularly given oursubstantial indebtedness which bears interest at variable rates;•limiting our ability to capitalize on business opportunities and to react to competitive pressures; and•limiting our ability or increasing the costs to refinance indebtedness.The Chapter 11 Cases may give rise to unfavorable tax consequences for us.The consummation of the Chapter 11 Cases may have an adverse tax impact on us. The RSA contemplates the separation of our business fromCCOH, with certain senior creditors of iHeartCommunications receiving the approximately 89.5% of CCOH’s outstanding shares of common stock that arecurrently owned indirectly by iHeartCommunications. It has not yet been determined whether such separation will be structured as a taxable transaction or asa tax-free reorganization. In either case, there is a risk that such separation will give rise to a U.S. federal income tax liability. If such liability were to arise,we would be jointly liable for such tax liability under federal law. iHeartCommunications will be contractually obligated to indemnify CCOH with respect toany such liability. Similar principles may apply for foreign, state and local income tax purposes where we file combined, consolidated or unitary returns withiHeartCommunications or its subsidiaries for federal, foreign, state and local income tax purposes. If an “ownership change” (as discussed below) were tooccur prior to the conclusion of the Chapter 11 Cases, any tax liability recognized in connection with any transaction, particularly any taxable transaction,could be meaningfully increased.In addition, we expect to be required to significantly reduce certain of our tax attributes, including net operating loss carryforwards, as a result of anycancellation of indebtedness income realized in connection with the Chapter 11 Cases.Transfers of our equity and issuances of equity in connection with the Chapter 11 Cases may impair our ability to utilize our federal income tax netoperating loss carryforwards in future years.Under federal income tax law, a corporation is generally permitted to deduct from taxable income net operating losses carried forward from prioryears. Our ability to utilize our net operating loss carryforwards to offset future taxable income and to reduce federal income tax liability is subject to certainrequirements and restrictions. If we experience an “ownership change,” as defined in section 382 of the U.S. Internal Revenue Code, then our ability to useour net operating loss carryforwards may be substantially limited, which could have a negative impact on our financial position and results of operations.Generally, there is an “ownership change” if one or more shareholders owning 5% or more of a corporation’s common stock have aggregate increases in theirownership of such stock of more than 50 percentage points over the prior three-year period. Following the implementation of a plan of reorganization in theChapter 11 Cases, it is expected that we will experience an “ownership change.” Under section 382 of the U.S. Internal Revenue Code, absent an applicationexception, if a corporation undergoes an “ownership change,” the amount of its net operating losses that may be utilized to offset future taxable incomegenerally is subject to an annual limitation on the amount of federal income tax net operating loss carry-forwards existing prior to the change that it couldutilize to offset its taxable income in any future taxable year to an amount generally equal to the value of its stock immediately prior to the ownership changemultiplied by the long-term tax-exempt rate, subject to adjustments to reflect the differences between the fair market value of the corporation’s assets and thetax basis in such assets. Because the value of our stock can fluctuate materially, it is possible an ownership change would materially limit our ability toutilize our substantial federal income tax net operating loss carry-forwards in the future. Accordingly, there can be no assurance that we will be able to utilizeour federal income tax net operating loss carry-forwards to offset future taxable income, even if any such attributes survive reduction as a result ofcancellation of indebtedness income.23Risks Related to Ownership of Our Class A Common StockTrading in our securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Although the terms of the RSAcontemplate that our existing equity holders will receive 1% of the equity in the reorganized iHeartMedia upon completion of the Chapter 11 Cases, if theplan of reorganization contemplated by the RSA is not confirmed, it is possible our common stock will be cancelled and that holders of such common stockwill not receive any distribution with respect to, or be able to recover any portion of, their investments.It is too early to determine if our Chapter 11 plan of reorganization will allow for distributions with respect to our common stock. Although the termsof the RSA contemplate that our existing equity holders will receive 1% of the equity in the reorganized iHeartMedia upon completion of the Chapter 11Cases, if the plan of reorganization contemplated by the RSA is not confirmed, it is possible that our common stock will be canceled and extinguished uponthe approval of the Bankruptcy Court and the holders thereof would not be entitled to receive, and would not receive or retain, any property or interest inproperty on account of such equity interests. In the event of a cancellation of our common stock, amounts invested by such holders in our outstandingcommon stock will not be recoverable. Consequently, our currently outstanding common stock would have no value. Trading prices for our common stockare very volatile and may bear little or no relationship to the actual recovery, if any, by the holders of such securities in the Chapter 11 Cases. Accordingly,we urge that extreme caution be exercised with respect to existing and future investments in our equity securities and any of our other securities.Risks of trading in an over-the-counter market Pink Sheets.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. Furthermore, because of the limited market andgenerally low volume of trading in our Class A common stock, the price of our Class A common stock could be more likely to be affected by broad marketfluctuations, general market conditions, fluctuations in our operating results, changes in the markets' perception of our business, and announcements made byus, our competitors, parties with whom we have business relationships or third parties with interests in the Chapter 11 Cases.If holders of common stock receive equity in connection with the Chapter 11 Cases, that equity will be subject to dilution as a result of future issuances ofour common stock.We currently expect that our plan of reorganization will include an equity-based incentive compensation plan for management. The amount anddilutive effect of any issuances under that incentive compensation plan cannot be determined at this time.We may terminate our Exchange Act reporting, if permitted by applicable law.If 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 BusinessOur results have been in the past, and could be in the future, adversely affected by economic uncertainty or deteriorations in economic conditions.We 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.24We face intense competition in our iHeartMedia and our outdoor advertising businesses.We 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. Our ability to competeeffectively depends in part on our ability to achieve a competitive cost structure during the Chapter 11 Cases. If we cannot do so, then our business, financialcondition and operating results would be adversely affected.Alternative media platforms and technologies may continue to increase competition with our broadcasting operations.Our 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 hosts.We 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 could have a material adverseeffect on our ability to attract local and/or national advertisers and on our revenue and/or ratings, and could result in increased expenses.Our business is dependent on our management team and other key individuals.Our 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 obligation to remain with us, andmay 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 in thefuture, 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 control.Certain 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 advertising25customers or lower advertising rates, which could have a material 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, the British government has begun negotiating the terms of the U.K.'s withdrawal from the E.U. It is unclearhow these negotiations, or the U.K.’s ultimate exit from the E.U., will impact the economies of the U.K., the E.U. and other countries. This uncertainty maycause our customers to closely monitor their costs and reduce the amount they spend on advertising. Any of these or similar effects of Brexit could adverselyimpact our business, operating results, cash flows and financial condition.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 terms.Our 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.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 risks.We 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. Dispositions and acquisitions involvenumerous risks, including:•our dispositions may negatively impact revenues from our national, regional and other sales networks;26•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 us andwe 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 by distractingour 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. Inaddition, dispositions and acquisitions outside of the ordinary course of business during the Chapter 11 Cases will be subject to Bankruptcy Court approval.Extensive current government regulation, and future regulation, may limit our radio broadcasting and other iHeartMedia operations or adversely affectour business and financial results.Congress 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, the FCC proposed rules, which could reduce the degree of interference protection afforded to certain of our AM radio stations that serve wideareas. In addition, Congress, the FCC and other regulatory agencies have considered, and may in the future consider and adopt, new laws, regulations andpolicies that could, directly or indirectly, have an adverse effect on our business operations and financial performance. For example, Congress may considerand adopt legislation that would impose an obligation upon all U.S. broadcasters to pay performing artists a royalty for the on-air broadcast of their soundrecordings (this would be in addition to payments already made by broadcasters to owners of musical work rights, such as songwriters, composers andpublishers). Moreover, it is possible that our license fees and negotiating costs associated with obtaining rights to use musical compositions and soundrecordings in our programming content could sharply increase as a result of private negotiations, one or more regulatory rate-setting processes, oradministrative and court decisions. The CRB has issued a final determination establishing copyright royalty rates for the public performance and ephemeralreproduction of sound recordings by various noninteractive webcasters, including radio broadcasters that simulcast their terrestrial programming online, toapply to the period from January 1, 2016 to December 31, 2020 under the webcasting statutory license. The rates set by the CRB represent a decrease fromthe 2015 CRB rates applicable to broadcasters and other webcasters, but the determination has been appealed. Increased royalty rates could significantlyincrease our expenses, which could adversely affect our business. Additionally, there are conditions applicable to the webcasting statutory license. Some, butnot all, record companies have agreed to waive or provide limited relief from certain of these conditions under certain circumstances. Some of theseconditions may be inconsistent with customary radio broadcasting practices. Finally, various regulatory matters relating to our iHeartMedia business are now,or may become, the subject of court litigation, and we cannot predict the outcome of any such litigation or its impact on our business.27Government regulation of outdoor advertising may restrict our outdoor advertising operations.U.S. federal, state and local regulations have a significant impact on the outdoor advertising industry and our business. One of the seminal laws isthe HBA, which regulates outdoor advertising on controlled roads in the United States. The HBA regulates the size and location of billboards, mandates astate compliance program, requires the development of state standards, promotes the expeditious removal of illegal signs and requires just compensation fortakings. Construction, repair, maintenance, lighting, upgrading, height, size, spacing, the location and permitting of billboards and the use of newtechnologies for changing displays, such as digital displays, are regulated by federal, state and local governments. From time to time, states andmunicipalities have prohibited or significantly limited the construction of new outdoor advertising structures. Changes in laws and regulations affectingoutdoor advertising, or changes in the interpretation of those laws and regulations, at any level of government, including the foreign jurisdictions in whichwe operate, could have a significant financial impact on us by requiring us to make significant expenditures or otherwise limiting or restricting some of ouroperations. Due to such regulations, it has become increasingly difficult to develop new outdoor advertising locations.From time to time, certain state and local governments and third parties have attempted to force the removal of our displays under various state andlocal laws, including zoning ordinances, permit enforcement and condemnation. Similar risks also arise in certain of our international jurisdictions. Certainzoning ordinances provide for amortization, which is the required removal of legal non-conforming billboards (billboards which conformed with applicablelaws and regulations when built, but which do not conform to current laws and regulations) or the commercial advertising placed on such billboards after aperiod of years. Pursuant to this concept, the governmental body asserts that just compensation is earned by continued operation of the billboard over thatperiod of time. Although amortization is prohibited along all controlled roads, amortization has been upheld along non-controlled roads in limited instanceswhere permitted by state and local law. Other regulations limit our ability to rebuild, replace, repair, maintain and upgrade non-conforming displays. Inaddition, from time to time third parties or local governments assert that we own or operate displays that either are not properly permitted or otherwise are notin strict compliance with applicable law. If we are increasingly unable to resolve such allegations or obtain acceptable arrangements in circumstances inwhich our displays are subject to removal, modification or amortization, or if there occurs an increase in such regulations or their enforcement, our operatingresults could suffer.A number of state and local governments have implemented or initiated taxes, fees and registration requirements in an effort to decrease or restrictthe number of outdoor signs and/or to raise revenue. From time to time, legislation also has been introduced in international jurisdictions attempting toimpose taxes on revenue from outdoor advertising or for the right to use outdoor advertising assets. In addition, a number of jurisdictions have implementedlegislation or interpreted existing legislation to restrict or prohibit the installation of digital billboards, and we expect these efforts to continue. Theincreased imposition of these measures, and our inability to overcome any such measures, could reduce our operating income if those outcomes requireremoval or restrictions on the use of preexisting displays or limit growth of digital displays. In addition, if we are unable to pass on the cost of these items toour clients, our operating income could be adversely affected.International regulation of the outdoor advertising industry can vary by municipality, region and country, but generally limits the size, placement,nature and density of out-of-home displays. Other regulations limit the subject matter, animation and language of out-of-home displays. Our failure tocomply with these or any future international regulations could have an adverse impact on the effectiveness of our displays or their attractiveness to clients asan advertising medium and may require us to make significant expenditures to ensure compliance and avoid certain penalties or contractual breaches. As aresult, we may experience a significant impact on our operations, revenue, international client base and overall financial condition.Regulations and consumer concerns regarding privacy and data protection, or any failure to comply with these regulations, could hinder our operations.We 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,28or to transfer employee data within the corporate group. Such restrictions could limit our ability to provide customized music content to our listeners,interact directly with our listeners and consumers and offer targeted advertising opportunities to our business partners and advertisers. Although we haveimplemented and are implementing policies and procedures designed to comply with these laws and regulations, any failure or perceived failure by us tocomply with our policies or applicable regulatory requirements related to consumer protection, information security, data protection and privacy could resultin 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 bygovernmental authorities or others, which could hinder our operations and adversely 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 advertisers.Although 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 and GDPRstandards and, 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 products.Out-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 operations.As 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.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.29Doing business in foreign countries exposes us to certain risks not expected to occur when doing business in the United States.Doing 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 anti-corruption laws or regulations. Violations of these laws, or allegations of such violations, could have a material adverse effect on ourbusiness, financial position and results of operations.We identified a material weakness in our internal control over financial reporting as of December 31, 2017, and the occurrence of this or any othermaterial weakness could have a material adverse effect on our ability to report accurate financial information in a timely manner.Our management recently concluded that, as described under the heading “Item 9A. Controls and Procedures,” we had a material weakness as ofDecember 31, 2017 and therefore did not maintain effective internal control over financial reporting or effective disclosure controls and procedures, both ofwhich are requirements of the Securities Exchange Act of 1934, as of that date. The material weakness related to our failure to detect the misappropriation offunds by an employee of Clear Media Limited, an indirect, non-wholly-owned subsidiary of the Company whose ordinary shares are listed, but currentlysuspended from trading, on the Hong Kong Stock Exchange. The Company understands that several employees of Clear Media Limited are subject to anongoing police investigation for misappropriation of funds. Although we concluded that the amount misappropriated was not material to our financialstatements, it is possible that the internal controls in place on that date would not have detected a larger misappropriation that would have been material toour financial statements.The misappropriation and the special investigation that we conducted as a result of the misappropriation kept us from filing this Annual Report onForm 10-K on or before its due date. We have implemented additional controls, and are taking additional steps, to remediate the material weakness. However,the remedial measures we have taken may not be adequate to prevent future misappropriation or avoid other control deficiencies or material weaknesses.There can be no assurance that any system of internal control over financial reporting will be successful in preventing all errors or fraud or in making allmaterial information known in a timely manner to the appropriate levels of management. As a result, it is possible that our financial statements will notcomply with generally accepted accounting principles, will contain a material misstatement or will not be available on a timely basis, any of which couldcause investors to lose confidence in us and lead to, among other things, unanticipated legal, accounting and other expenses, delays in filing requiredfinancial disclosures, enforcement actions by government authorities, fines, penalties, the delisting of our common stock and liabilities arising fromstockholder litigation.Significant equity investors control us. Private 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 approving30mergers or sales of substantially all of our capital stock or assets. The directors elected by Bain Capital and THL will have significant influence overdecisions affecting us during the pendency of the Chapter 11 Cases, subject to the approval of the Bankruptcy Court, and, to the extent required, the creditorsof the Company.Uncertainties in the interpretation and application of the Tax Cuts and Jobs Act of 2017 could materially affect our tax obligations and effective tax rate.On December 22, 2017, the U.S. enacted comprehensive tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act"). The TaxAct requires complex computations not previously required by U.S. tax law. As such, the application of accounting guidance for such items is currentlyuncertain. Further, compliance with the Tax Act and the accounting for such provisions require preparation and analysis of information not previouslyrequired or regularly produced. In addition, the U.S. Department of Treasury has broad authority to issue regulations and interpretative guidance that maysignificantly impact how we will apply the Tax Act and impact our results of operations in future periods. Accordingly, while we have provided a provisionalestimate on the effect of the Tax Act in our accompanying audited financial statements, further regulatory or GAAP accounting guidance for the law, ourfurther analysis on the application of the law, and refinement of our initial estimates and calculations could materially change our current provisionalestimates, which could, in turn, materially affect our tax obligations and effective tax rate. There may also be significant future effects that these tax reformswill have on our financial results and our business strategies. In addition, there is a risk that states or foreign jurisdictions may amend their tax laws inresponse to these tax reforms, which could have a material impact on our future results.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. This reportcontains various forward-looking statements which represent our expectations or beliefs concerning future events, including, without limitation, our futureoperating and financial performance, our ability to comply with the covenants in the agreements governing our indebtedness and the availability of capitaland the terms thereof. Statements expressing expectations and projections with respect to future matters are forward-looking statements within the meaningof the Private Securities Litigation Reform Act of 1995. We caution that these forward-looking statements involve a number of risks and uncertainties andare subject to many variables which could impact our future performance. These statements are made on the basis of management’s views and assumptions,as of the time the statements are made, regarding future events and performance. There can be no assurance, however, that management’s expectations willnecessarily come to pass. Actual future events and performance may differ materially from the expectations reflected in our forward-looking statements. Wedo 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 risks and uncertainties associated with the Chapter 11 Cases;•our ability to generate sufficient cash from operations to fund our operations;•our ability to propose and implement a business plan;•our ability to pursue our business strategies during the Chapter 11 Cases;•the diversion of management’s attention as a result of the Chapter 11 Cases;•increased levels of employee attrition as a result of the Chapter 11 Cases;•the impact of a protracted restructuring on our business;•our ability to obtain sufficient exit financing to emerge from Chapter 11 and operate successfully;•our ability to obtain confirmation of a Chapter 11 plan of reorganization;•volatility of our financial results as a result of the Chapter 11 Cases;•our inability to predict our long-term liquidity requirements and the adequacy of our capital resources;•the availability of cash to maintain our operations and fund our emergence costs;•our ability to continue as a going concern;•the impact of CCOH’s substantial indebtedness;•the impact of our substantial indebtedness upon emergence from Chapter 11, including the effect of our leverage on our financial position andearnings;•risks associated with weak or uncertain global economic conditions and their impact on the level of expenditures on advertising;•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;•increased competition from alternative media platforms and technologies;31•changes in labor conditions, including programming, program hosts and management;•fluctuations in operating costs;•technological changes and innovations;•shifts in population and other demographics;•our ability to obtain keep municipal concessions for our street furniture and transit products;•the impact of future dispositions, acquisitions and other strategic transactions;•legislative or regulatory requirements;•regulations and consumer concerns regarding privacy and data protection, and breaches of information security measures;•restrictions on outdoor advertising of certain products;•fluctuations in exchange rates and currency values;•risks of doing business in foreign countries;•the identification of a material weakness in our internal control over financial reporting; and•certain other factors set forth in our other filings with the SEC.This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative and is not intended to beexhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.ITEM 1B. UNRESOLVED STAFF COMMENTSNone.ITEM 2. PROPERTIESCorporateOur corporate headquarters are located in San Antonio, Texas, where we lease space for executive offices and a data and administrative servicecenter. 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.”32ITEM 3. LEGAL PROCEEDINGSiHeartCommunications' filing of the Chapter 11 Cases constitutes an event of default that accelerated its obligations under its debt agreements. Dueto the Chapter 11 Cases, however, the creditors' ability to exercise remedies under iHeartCommunications' debt agreements were stayed as of March 14, 2018,the date of the Chapter 11 petition filing, and continue to be stayed. See Note 5 to our Consolidated Financial Statements located in Item 8 of Part II of thisAnnual Report on Form 10-K for more information about the debt agreements. On March 21, 2018, Wilmington Savings Fund Society, FSB ("WSFS"), solelyin its capacity as successor indenture trustee to the 6.875% senior notes due 2018 and 7.25% senior notes due 2027, and not in its individual capacity, filedan adversary proceeding against us in the Chapter 11 Cases. In the complaint, WSFS alleged, among other things, that the "springing lien" provisions of thepriority guarantee notes indentures and the priority guarantee notes security agreements amounted to "hidden encumbrances" on the Company's property, towhich the holders of the 6.875% senior notes due 2018 and 7.25% senior notes due 2027 were entitled to "equal and ratable" treatment. On March 26, 2018,Delaware Trust Co. ("Delaware Trust"), in its capacity as successor indenture trustee to the 14% senior notes due 2021, filed a motion to intervene as aplaintiff in the adversary proceeding filed by WSFS. In the complaint, Delaware Trust alleged, among other things, that the indenture governing the 14%senior notes due 2021 also has its own "negative pledge" covenant, and, therefore, to the extent the relief sought by WSFS in its adversary proceeding iswarranted, the holders of the 14% senior notes due 2021 are also entitled to the same "equal and ratable" liens on the same property. On April 6, 2018, wefiled a motion to dismiss the adversary proceeding.We 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. A plan of reorganization in the Chapter 11 Cases, when confirmed, will provide for the treatment of claims against the Debtors' bankruptcy estates,including prepetition liabilities that have not otherwise been satisfied or addressed during the Chapter 11 Cases.33Stockholder LitigationOn May 9, 2016, a stockholder of Clear Channel Outdoor Holdings, Inc. ("CCOH") filed a derivative lawsuit in the Court of Chancery of the State ofDelaware, captioned GAMCO Asset Management Inc. 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 "Sponsor Defendants"), the Company's private equity sponsors and majority owners, and the members of CCOH's board of directors. CCOH alsois named as a nominal defendant. The complaint alleges that CCOH has been harmed by the intercompany agreements with iHeartCommunications, CCOH’slack of autonomy over its own cash and the actions of the defendants in serving the interests of the Company, iHeartCommunications and the SponsorDefendants to the detriment of CCOH and its minority stockholders. Specifically, the complaint alleges that the defendants have breached their fiduciaryduties by causing CCOH to: (i) continue to loan cash to iHeartCommunications under the intercompany note at below-market rates; (ii) abandon its growthand acquisition strategies in favor of transactions that would provide cash to the Company and iHeartCommunications; (iii) issue new debt in the CCIBVnote offering (the "CCIBV Note Offering") to provide cash to the Company and iHeartCommunications through a dividend; and (iv) effect the sales of certainoutdoor markets in the U.S. (the "Outdoor Asset Sales") allegedly to provide cash to the Company and iHeartCommunications through a dividend. Thecomplaint 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 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. The oral hearing on the appeal was held on October 11, 2017. On October 12, 2017, the SupremeCourt of Delaware affirmed the lower court's ruling, dismissing the case.On December 29, 2017, another stockholder of CCOH filed a derivative lawsuit in the Court of Chancery of the State of Delaware, captioned NorfolkCounty Retirement System, v. iHeartMedia, Inc., et al., C.A. No. 2017-0930-JRS. The complaint names as defendants the Company, iHeartCommunications,the Sponsor Defendants, and the members of CCOH's board of directors. CCOH is named as a nominal defendant. The complaint alleges that CCOH has beenharmed by the CCOH Board’s November 2017 decision to extend the maturity date of the intercompany revolving note (the “Third Amendment”) at what thecomplaint describes as far-below-market interest rates. Specifically, the complaint alleges that (i) the Company and Sponsor defendants breached theirfiduciary duties by exploiting their position of control to require CCOH to enter the Third Amendment on terms unfair to CCOH; (ii) the CCOH Boardbreached their duty of loyalty by approving the Third Amendment and elevating the interests of the Company, iHeartCommunications and the SponsorDefendants over the interests of CCOH and its minority unaffiliated stockholders; and (iii) the terms of the Third Amendment could not have been agreed toin good faith and represent a waste of corporate assets by the CCOH Board. The complaint further alleges that the Company, iHeartCommunications and theSponsor defendants were unjustly enriched as a result of the unfairly favorable terms of the Third Amendment. The plaintiff is seeking, among other things, aruling that the defendants breached their fiduciary duties to CCOH, a modification of the Third Amendment to bear a commercially reasonable rate ofinterest, and an order requiring disgorgement of all profits, benefits and other compensation obtained by defendants as a result of the alleged breaches offiduciary duties.On March 7, 2018, the defendants filed a motion to dismiss plaintiff's verified derivative complaint for failure to state a claim upon which relief canbe granted. On March 16, 2018, the Company filed a Notice of Suggestion of Pendency of Bankruptcy and Automatic Stay of Proceedings.China InvestigationSeveral employees of Clear Media Limited, an indirect, non-wholly-owned subsidiary of ours whose ordinary shares are listed on, but currentlysuspended from trading on, the Hong Kong Stock Exchange, are subject to an ongoing police investigation in China for misappropriation of funds. ClearMedia Limited has conducted additional procedures and processes, including a special investigation by forensic accountants and an external law firmappointed by Clear Media Limited’s board of directors and approved by the Company’s Audit Committee, into the misappropriation of funds. During thecourse of the special investigation, it was discovered that three bank accounts were opened in the name of Clear Media Limited entities, which were notauthorized, and certain transactions were recorded therein. The opening of the unauthorized bank accounts has also been referred to the police34in China for investigation. The misappropriation of funds resulted in discrepancies between actual cash balances and cash amounts included in theCompany’s accounting records as of December 31, 2016 and 2015. Included in Selling, general and administrative expenses and Interest expense is $9.6million and $1.4 million, respectively, recorded in the fourth quarter of 2017 to correct for the accounting errors resulting from the discrepancies. Suchaccounting errors are not considered to be material to the current year or prior year financial statements.We advised both the United States Securities and Exchange Commission and the United States Department of Justice of the investigation at ClearMedia Limited, and we intend to cooperate with both agencies in connection with any investigation that may be conducted in this matter.The police investigation is on-going, and the Company is not aware of any litigation, claim or assessment pending against the Company related tothe matters described above. Based on information known to date, we believe any contingent liabilities arising from potential misconduct that has been ormay be identified by the investigations are not material to our consolidated financial statements. In 2017, Clear Media Limited accounted for 4.1% of our netrevenue and 3.8% of our consolidated total assets.The investigation could implicate the books and records, internal controls and anti-bribery provisions of the U.S. Foreign Corrupt Practices Act,which statute and regulations provide for potential monetary penalties as well as criminal and civil sanctions. It is possible that monetary penalties and othersanctions could be assessed on the Company in connection with this matter. The nature and amount of any monetary penalty or other sanctions cannotreasonably be estimated at this time.ITEM 4. MINE SAFETY DISCLOSURESNot Applicable.EXECUTIVE OFFICERS OF THE REGISTRANTThe following information with respect to our executive officers is presented as of May 3, 2018:Name Age PositionRobert W. Pittman 64 Chairman and Chief Executive OfficerRichard J. Bressler 60 President, Chief Operating Officer, Chief Financial Officer and DirectorScott R. Wells 49 Chief Executive Officer – Clear Channel Outdoor AmericasC. William Eccleshare 62 Chairman and Chief Executive Officer – Clear Channel Outdoor InternationalSteven J. Macri 49 Senior Vice President – Corporate FinanceScott D. Hamilton 48 Senior Vice President, Chief Accounting Officer and Assistant SecretaryRobert H. Walls, Jr. 57 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 Chairman and a director of the Company andiHeartCommunications on October 2, 2011. He was appointed as Chairman of the Company and iHeartCommunications on May 17, 2013. He also wasappointed as Chairman and Chief Executive Officer and a member of the board of managers of iHeartMedia Capital I, LLC on April 26, 2013. Prior to October2, 2011, Mr. Pittman served as the Chairman of Media and Entertainment Platforms for the Company and iHeartCommunications since November 2010. Hehas been a member of, and an investor in, Pilot Group, a private equity investment company, since April 2003. Mr. Pittman was formerly Chief OperatingOfficer of AOL Time Warner, Inc. from May 2002 to July 2002. He also served as Co-Chief Operating Officer of AOL Time Warner, Inc. from January 2001 toMay 2002, and earlier, as President and Chief Operating Officer of America Online, Inc. from February 1998 to January 2001. Mr. Pittman serves on theboards of numerous charitable organizations, including the Lupus Research Alliance, the Rock and Roll Hall of Fame Foundation and the Robin HoodFoundation, where he has served as past Chairman. Mr. Pittman was selected to serve as a member of our Board because of his service as our Chief ExecutiveOfficer, 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 appointed35as the Chief Financial Officer and President of the Company, iHeartCommunications, iHeartMedia Capital I, LLC and CCOH on July 29, 2013 and as ChiefOperating Officer of the Company, iHeartCommunications and iHeartMedia Capital I, LLC on February 18, 2015. Prior thereto, Mr. Bressler was a ManagingDirector at THL. Prior to joining THL, Mr. Bressler was the Senior Executive Vice President and Chief Financial Officer of Viacom, Inc. from 2001 through2005. He also served as Chairman and Chief Executive Officer of Time Warner Digital Media and, from 1995 to 1999, was Executive Vice President andChief Financial Officer of Time Warner Inc. 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 a director of the Company, iHeartCommunications and Gartner, Inc., a member of the board of managers ofiHeartMedia Capital I, LLC and Mr. Bressler previously served as a member of the board of directors of American Media Operations, Inc., Nielsen HoldingsB.V. and Warner Music Group Corp. and as a member of the J.P. Morgan Chase National Advisory Board. Mr. Bressler holds a B.B.A. in Accounting fromAdelphi University. Mr. Bressler was selected to serve as a member of our Board for his experience in and knowledge of the industry gained through hisvarious positions with Viacom and Time Warner as well as his knowledge of finance and accounting gained from his experience at THL and Ernst & YoungLLP.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 variousaccounting 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 Chief36Executive Officer for CCOH until January 24, 2012. Mr. Walls was a founding partner of Post Oak Energy Capital, LP and served as Managing Directorthrough December 31, 2009 and as an advisor to Post Oak Energy Capital, LP through December 31, 2013.37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 Market (“Pink”) under the symbol “IHRTQ.” There were538 stockholders of record as of April 24, 2018. This figure does not include an estimate of the indeterminate number of beneficial holders whose shares maybe held of record by brokerage firms and clearing agencies. The following quotations obtained from the OTC Pink reflect the high and low bid prices for ourClass A common stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. Class ACommon Stock Market Price Class ACommon Stock Market Price HighLow HighLow2017 2016 First Quarter................$3.84$1.07First Quarter..................$1.25$0.80Second Quarter...........3.351.45Second Quarter.............1.300.77Third Quarter..............1.801.26Third Quarter................1.471.08Fourth Quarter............1.550.45Fourth Quarter..............1.531.11There 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 April 24, 2018. All outstanding shares of our Class B common stock are held by ClearChannel 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 2017 that were not registered under the Securities Act of 1933.38Purchases of Equity SecuritiesThe following table sets forth the purchases made during the quarter ended December 31, 2017 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 18,933 $1.36 — $—November 1 through November 30 — — — —December 1 through December 31 10,351 0.60 — —Total 29,284 $1.09 — —(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, 2017 to satisfy theemployees’ tax withholding obligation in connection with the vesting and release of restricted shares, which are repurchased by us based on their fair market value on the datethe relevant transaction occurs.39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 the2017 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, except per share data)For the Years Ended December 31, 2017 2016 2015 2014 2013Results of Operations Data: Revenue$6,170,994 $6,260,062 $6,241,516 $6,318,533 $6,243,044Operating expenses: Direct operating expenses (excludes depreciation andamortization)2,461,722 2,398,776 2,471,113 2,540,035 2,560,028Selling, general and administrative expenses (excludesdepreciation and amortization)1,851,646 1,725,899 1,704,352 1,680,938 1,641,462Corporate expenses (excludes depreciation andamortization)311,898 341,072 315,143 321,023 316,095Depreciation and amortization601,295 635,227 673,991 710,898 730,828Impairment charges (1)10,199 8,000 21,631 24,176 16,970Other operating income (expense), net35,704 353,556 94,001 40,031 22,998Operating income969,938 1,504,644 1,149,2871,081,494 1,000,659Interest expense1,865,584 1,849,982 1,805,496 1,741,596 1,649,451Gain (loss) on investments(4,872) (12,907) (4,421) — 130,879Equity in loss of nonconsolidated affiliates(2,855) (16,733) (902) (9,416) (77,696)Gain (loss) on extinguishment of debt1,271 157,556 (2,201) (43,347) (87,868)Other income (expense), net(15,322) (73,102) 13,056 9,104 (21,980)Loss before income taxes(917,424) (290,524) (650,677) (703,761) (705,457)Income tax benefit (expense)457,406 50,474 (86,957) (58,489) 121,817Consolidated net loss(460,018) (240,050) (737,634) (762,250) (583,640)Less amount attributable to noncontrolling interest(66,127) 56,312 17,140 31,610 23,384Net loss attributable to the Company$(393,891) $(296,362) $(754,774) $(793,860) $(607,024) For the Years Ended December 31, 2017 2016 2015 2014 2013Net loss per common share: Basic: Net loss attributable to the Company$(4.64) $(3.50) $(8.96) $(9.46) $(7.28)Diluted: Net loss attributable to the Company$(4.64) $(3.50) $(8.96) $(9.46) $(7.28)(1)We recorded non-cash impairment charges of $10.2 million, $8.0 million, $21.6 million, $24.2 million and $17.0 million during 2017, 2016, 2015, 2014 and 2013,respectively. Our impairment charges are discussed more fully in Item 8 of Part II of this Annual Report on Form 10-K.40(In thousands)As of December 31, 2017 2016 2015 2014 2013Balance Sheet Data: Current assets$2,067,347 $2,504,687 $2,778,115 $2,109,748 $2,431,162Property, plant and equipment, net1,884,714 1,948,162 2,212,556 2,699,064 2,897,630Total assets12,260,431 12,862,247 13,673,115 13,839,580 14,871,407Current liabilities16,354,597 1,674,574 1,659,228 1,364,285 1,763,618Long-term debt, net of current maturities5,676,814 20,022,080 20,539,099 20,159,545 19,856,551Stockholders' deficit(11,327,455) (10,885,475) (10,606,681) (9,665,208) (8,696,635)41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, which is ancillary to our other 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.During the first quarter of 2018, we reevaluated our segment reporting and determined that our Latin America operations should be managed by ourInternational outdoor leadership team. As such, beginning January 1, 2018, our Latin American operations will be included in our International outdoorsegment.On March 14, 2018, the Company, iHeartCommunications and certain of the Company's direct and indirect domestic subsidiaries (collectively, the"Debtors") filed voluntary petitions for relief (the "Chapter 11 Cases") under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code"), inthe United States Bankruptcy Court for the Southern District of Texas, Houston Division (the "Bankruptcy Court"). Clear Channel Outdoor Holdings, Inc.(“CCOH”) and its direct and indirect subsidiaries did not file voluntary petitions for reorganization under the Bankruptcy Code and are not Debtors in theChapter 11 Cases.The Chapter 11 Cases are being administered under the caption In re: iHeartMedia, Inc., Case No. 18-31274 (MI). The Debtors will continue tooperate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of theBankruptcy Code and orders of the Bankruptcy Court.For more information regarding the impact of the Chapter 11 Cases, see “-Liquidity After Filing the Chapter 11 Cases.”Certain prior period amounts have been reclassified to conform to the 2017 presentation.Description of our BusinessiHM 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 durations42in order to provide more effective advertising for our customers at what we believe are optimal prices given market conditions. Yield is measured bymanagement 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 fixed costs, such as utilities and office salaries. We incur discretionary costs in our advertising, marketing andpromotions, which we primarily use in an effort to maintain and/or increase our audience share. Lastly, we have incentive systems in each of our departmentswhich provide for bonus payments based on specific 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 costs, electricity costs and the costs for cleaning and maintaining our displays. Vinyl costs vary accordingto the complexity of the advertising copy and the quantity of displays. Our site lease expenses include lease payments for use of the land under our displays,as well as any revenue-sharing arrangements or minimum guaranteed amounts payable that we may have with the landlords. The terms of our site leases andrevenue-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.43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. 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 for2017 was 2.3%. 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, 2017 are summarized below:•Consolidated revenue decreased $89.1 million during 2017 compared to 2016. Excluding the $8.6 million impact from movements in foreignexchange rates, consolidated revenue decreased $97.7 million during 2017 compared to 2016.•In the first quarter of 2017, we sold our Indianapolis, Indiana outdoor market in exchange for certain assets in Atlanta, Georgia with a fair valueof $39.4 million, plus $43.1 million in cash, net of closing costs, resulting in a net gain of $28.9 million related to the sale, which is includedwithin Other operating income (expense), net.•In the third quarter of 2017, we sold our ownership interest in an Americas outdoor joint venture in Canada, resulting in a net loss on sale of$12.1 million, including a $6.3 million cumulative translation adjustment, which is included within Other operating income (expense), net.•On February 7, 2017, iHeartCommunications completed an exchange offer by issuing $476.4 million in aggregate principal amount of 11.25%Priority Guarantee Notes due 2021 in exchange for $476.4 million of aggregate principal amount outstanding of its 10.0% Senior Notes due2018. Of the $476.4 million principal amount of 11.25% Priority Guarantee Notes due 2021 issued in the exchange offer, $241.4 millionprincipal amount was issued to subsidiaries of iHeartCommunications that participated in the exchange offer.•On August 14, 2017, Clear Channel International B.V. (“CCIBV”), an indirect subsidiary of the Company, issued $150.0 million in aggregateprincipal amount of 8.75% Senior Notes due 2020 (the “New Notes”). The New Notes were issued as additional notes under the indenturegoverning CCIBV’s existing 8.75% Senior Notes due 2020 and were issued at a premium, resulting in $156.0 million in proceeds.•On November 30, 2017, iHeartCommunications refinanced its receivables based credit facility and replaced it with a $300.0 million term loanand revolving credit commitments of $250.0 million. As of December 31, 2017, $300.0 million was drawn on the term loan and $105.0 millionon the revolving credit commitments for a total of $405.0 million outstanding. The facility has a three-year term, maturing in 2020 and accruesinterest at a rate of LIBOR plus 4.75%.•In the fourth quarter of 2017, we exchanged four radio stations in Chattanooga, TN and six radio stations in Richmond, VA for four radiostations in Boston, MA and three radio stations in Seattle, WA.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” are44calculated by converting the current period’s revenues and expenses in local currency to U.S. dollars using average foreign exchange rates for the priorperiod. Consolidated Results of OperationsThe comparison of our historical results of operations for the year ended December 31, 2017 to the year ended December 31, 2016 is as follows:(In thousands)Years Ended December 31, % 2017 2016 ChangeRevenue$6,170,994 $6,260,062 (1.4)%Operating expenses: Direct operating expenses (excludes depreciation and amortization)2,461,722 2,398,776 2.6%Selling, general and administrative expenses (excludes depreciation and amortization)1,851,646 1,725,899 7.3%Corporate expenses (excludes depreciation and amortization)311,898 341,072 (8.6)%Depreciation and amortization601,295 635,227 (5.3)%Impairment charges10,199 8,000 27.5%Other operating income, net35,704 353,556 (89.9)%Operating income969,938 1,504,644 (35.5)%Interest expense1,865,584 1,849,982 Loss on investments, net(4,872) (12,907) Equity in loss of nonconsolidated affiliates(2,855) (16,733) Gain on extinguishment of debt1,271 157,556 Other expense, net(15,322) (73,102) Loss before income taxes(917,424) (290,524) Income tax benefit457,406 50,474 Consolidated net loss(460,018) (240,050) Less amount attributable to noncontrolling interest(66,127) 56,312 Net loss attributable to the Company$(393,891) $(296,362) Consolidated RevenueConsolidated revenue decreased $89.1 million during the year ended December 31, 2017 compared to 2016. Excluding the $8.6 million impactfrom movements in foreign exchange rates, consolidated revenue decreased $97.7 million during the year ended December 31, 2017 compared to 2016.Revenue growth from our iHM business was offset by lower revenue generated by our Americas and International outdoor businesses as a result of the sales ofour businesses in Canada in 2017 and Australia and Turkey in 2016, which generated $13.7 million and $149.4 million in revenue in the years endedDecember 31, 2017 and 2016, respectively.Consolidated Direct Operating ExpensesConsolidated direct operating expenses increased $62.9 million during the year ended December 31, 2017 compared to 2016. Excluding the $4.0million impact from movements in foreign exchange rates, consolidated direct operating expenses increased $58.9 million during the year endedDecember 31, 2017 compared to 2016. Higher direct operating expenses in our iHM business, including a $33.8 million prior year benefit resulting from therenegotiation of certain contracts, and higher direct operating expenses in our outdoor businesses, driven primarily by higher site lease expenses, werepartially offset by the impact of the sale of our outdoor businesses in Australia and Turkey in 2016 and Canada in 2017.Consolidated Selling, General and Administrative (“SG&A”) ExpensesConsolidated SG&A expenses increased $125.7 million during the year ended December 31, 2017 compared to 2016. Excluding the $2.8 millionimpact from movements in foreign exchange rates, consolidated SG&A expenses increased $122.9 million during the year ended December 31, 2017compared to 2016. Higher SG&A expenses in our iHM business, primarily driven by higher trade and barter expenses, were partially offset by a decrease inSG&A expenses resulting primarily from the sales of our outdoor businesses in Australia and Turkey in 2016 and Canada in 2017.45Corporate ExpensesCorporate expenses decreased $29.2 million during the year ended December 31, 2017 compared to 2016. Excluding the $1.4 million impact frommovements in foreign exchange rates, corporate expenses decreased $27.8 million during the year ended December 31, 2017 compared to 2016. In 2017, weincurred professional fees directly related to negotiations with lenders and other activities related to our capital structure, including the notes exchange offersand term loan offers, and, accordingly, such fees are reflected in Other Income (Expense), net as further discussed below. In 2016, professional fees incurred inconnection with our capital structure activities were reflected as part of corporate expenses. Employee benefit expense was also lower due to lower claims.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 $35.9 million during the year ended December 31, 2017. Of these expenses, $15.8 million was incurredby our iHM segment, $2.1 million was incurred by our Americas outdoor segment, $8.1 million was incurred by our International outdoor segment, $4.1million was incurred by our Other category and $5.8 million was incurred by Corporate. $12.4 million of these costs are reported within direct operatingexpenses, $17.7 million are reported within SG&A and $5.8 million are reported within corporate expenses. 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 segment 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.Depreciation and AmortizationDepreciation and amortization decreased $33.9 million during 2017 compared to 2016, primarily due to the sale of certain outdoor businesses andmarkets and assets becoming fully depreciated or fully amortized.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 2017 we recorded impairment charges of $7.6 million related primarily to one of our iHM markets and one of ourInternational outdoor businesses. In addition, the Company recognized an impairment of $2.6 million during 2017 in relation to advertising assets that wereno longer usable in one country in our International outdoor segment. During 2016 we recorded impairment charges of $8.0 million related primarily togoodwill for one International outdoor business. Please see Note 2 to the Consolidated Financial Statements located in Item 8 of this Annual Report on Form10-K for a further description of the impairment charges.Other Operating Income, NetOther operating income, net of $35.7 million in 2017 primarily related to the $28.9 million gain on the sale of our Americas outdoor Indianapolismarket exchanged for cash and certain assets in Atlanta, Georgia, a gain of $6.8 million recognized on the sale of our ownership interest in a joint venture inBelgium and a gain of $15.4 million recognized in relation to an exchange of four radio stations in Chattanooga, TN and six radio stations in Richmond, VAfor four radio stations in Boston, MA and three radio stations in Seattle, WA. These gains were partially offset by the loss of $12.1 million, which includes$6.3 million in cumulative translation adjustments, recognized on the sale of our ownership interest in a joint venture in Canada.Other operating income of $353.6 million in 2016, primarily related to the net gain of $278.3 million on sale of nine non-strategic outdoor marketsin 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 offset by 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 of 2016. Inthe 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 cash andcertain advertising assets in Florida.46Interest ExpenseInterest expense increased $15.6 million during 2017 compared to 2016 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 2017 and 2016 was8.9% and 8.5%, respectively.Loss on Investments, NetDuring the years ended December 31, 2017 and 2016, we recognized losses of $4.9 million and $12.9 million, respectively, related to cost-methodinvestments. The loss in 2016 related primarily to a $14.5 million non-cash impairment recorded in connection with an other-than-temporary decline in thevalue of one of our cost investments.Equity in Loss of Nonconsolidated AffiliatesDuring the years ended December 31, 2017 and 2016, we recognized losses of $2.9 million and $16.7 million, respectively, related to equity-methodinvestments. The loss in 2016 related primarily to a $15.0 million non-cash impairment recorded in connection with an other-than-temporary decline in thevalue of one of our equity investments.Gain on Extinguishment of DebtDuring the fourth quarter of 2017, Broader Media, LLC, an indirect wholly-owned subsidiary of the Company, repurchased approximately $4.0million aggregate principal amount of iHeartCommunications' 10.0% Senior Notes due 2018 for an aggregate purchase price of approximately $2.7 million.In connection with this repurchase, we recognized a gain of $1.3 million.During 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.Other Expense, NetOther expense, net was $15.3 million for the year 2017, which relates primarily to expenses incurred in connection with negotiations with lendersand other activities related to our capital structure, including the notes exchange offers and term loan offers of $41.8 million, as described in "Liquidity andCapital Resources - Notes Exchange Offers and Term Loan Offers", partially offset by net foreign exchange gains of $29.2 million recognized in connectionwith intercompany notes denominated in foreign currencies.Other expense, net was $73.1 million for the year 2016 which primarily related to net foreign exchange gains and losses recognized in connectionwith intercompany notes denominated in foreign currencies. The decline in value during 2016 of the British pound against the Euro impacted Euro-denominated notes payable by one of our UK subsidiaries, which was the primary driver of the foreign exchange loss in 2016.Income Tax Expense (Benefit)On December 22, 2017, the U.S. government enacted comprehensive income tax legislation, referred to as The Tax Cuts and Jobs Act (the Tax Act).The Tax Act reduces the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018, requires companies to pay a one-time transition tax onearnings of certain foreign subsidiaries that were previously tax deferred and creates new U.S. taxes on certain foreign earnings. To account for the reductionin the U.S. federal corporate income tax rate, we remeasured our deferred tax assets and liabilities based on the rates at which they are expected to reverse inthe future, generally 21%. To determine the impact from the one-time transition tax on accumulated foreign earnings, we analyzed our cumulative foreignearnings and profits in accordance with the rules provided in the Tax Act. Based upon our preliminary analysis which is not yet complete, we have notrecorded income tax expense in the current period for the one-time transition tax due to the net accumulated deficit in our foreign earnings and profits.The effective tax rate for the year ended December 31, 2017 was 49.9% as compared to 17.4% for the year ended December 31, 2016. The effectivetax benefit rate for 2017 was primarily impacted by the $510.1 million provisional deferred tax benefit recorded in connection with enactment of the Tax Actwhich reduced the U.S. federal corporate income tax rate to 21% as mentioned above.The effective tax rate for 2016 was impacted by the $43.3 million deferred tax benefit recorded in connection with the release of valuationallowance in France, which was offset by $54.7 million of tax expense attributable to the sale of our outdoor business in Australia. Additionally, the 2016effective tax benefit rate was impacted by the $31.8 million valuation allowance recorded against a portion of current period federal and state deferred taxassets due to the uncertainty of the ability to realize those assets in future periods.47iHM Results of OperationsOur iHM operating results were as follows:(In thousands)Years Ended December 31, % 2017 2016 ChangeRevenue$3,442,963 $3,403,040 1.2 %Direct operating expenses1,059,123 975,463 8.6 %SG&A expenses1,245,741 1,102,998 12.9 %Depreciation and amortization233,757 243,964 (4.2)%Operating income$904,342 $1,080,615 (16.3)%iHM revenue increased $39.9 million during 2017 compared to 2016, with growth in national revenue and other revenue being partially offset bylower local revenue. National revenue grew due to an increase in national trade and barter, as well as higher spot sales in response to our nationalinvestments, including our programmatic buying platforms, primarily offset by a decrease in national traffic and weather revenue and political revenue. Otherrevenue increased primarily as a result of digital subscription revenue from our iHeartRadio on-demand service. Local revenue decreased primarily as a resultof lower spot and political revenue, partially offset by an increase in local trade and barter.iHM direct operating expenses increased $83.7 million during 2017 compared to 2016, including a $33.8 million prior year benefit resulting fromthe renegotiation of certain contracts, as well as higher content and programming costs, including employee compensation and music license and royaltyfees. iHM SG&A expenses increased $142.7 million during 2017 compared to 2016, primarily due to higher trade and barter expenses, investments innational and digital sales capabilities, and higher variable expenses, including sales activation costs and commissions.Americas Outdoor Results of OperationsOur Americas outdoor operating results were as follows:(In thousands)Years Ended December 31, % 2017 2016 ChangeRevenue$1,256,326 $1,278,413 (1.7)%Direct operating expenses574,113 570,310 0.7%SG&A expenses219,467 225,415 (2.6)%Depreciation and amortization189,707 185,654 2.2%Operating income$273,039 $297,034 (8.1)%Americas outdoor revenue decreased $22.1 million during 2017 compared to 2016. Excluding the $3.8 million impact from movements in foreignexchange rates, Americas outdoor revenue decreased $25.9 million during 2017 compared to 2016. The decrease in revenue was primarily due to the $17.9million impact resulting from the sales of non-strategic outdoor markets during the first quarter of 2016 and our Canadian business in the third quarter of2017. The impact of exchanging our Indianapolis market for cash and assets in Atlanta in the first quarter of 2017 also contributed to the decrease in revenue.These decreases were partially offset by higher revenue from new and existing airport contracts.Americas outdoor direct operating expenses increased $3.8 million during 2017 compared to 2016. Excluding the $1.9 million impact frommovements in foreign exchange rates, Americas outdoor direct operating expenses increased $1.9 million during 2017 compared to 2016. The increase indirect operating expenses was driven primarily by higher site lease expenses related to new and existing airport contracts and print displays, partially offsetby the $13.2 million decrease in expense due to the impact of the sales of non-strategic outdoor markets during the first quarter of 2016 and our Canadianbusiness in the third quarter of 2017. Americas outdoor SG&A expenses decreased $5.9 million during 2017 compared to 2016. Excluding the $1.0 millionimpact from movements in foreign exchange rates, Americas outdoor SG&A expenses decreased $6.9 million during 2017 compared to 2016. The decrease inSG&A expenses was primarily due to lower bad debt expense and the $2.5 million impact resulting from the sales of non-strategic outdoor markets in the firstquarter of 2016 and the sale of our Canadian business in the third quarter of 2017, and the exchange of outdoor markets in the first quarter of 2017.48International Outdoor Results of OperationsOur International outdoor operating results were as follows:(In thousands)Years Ended December 31, % 2017 2016 ChangeRevenue$1,334,939 $1,410,471 (5.4)%Direct operating expenses828,652 851,748 (2.7)%SG&A expenses289,170 289,787 (0.2)%Depreciation and amortization131,224 152,758 (14.1)%Operating income$85,893 $116,178 (26.1)%International outdoor revenue decreased $75.5 million during 2017 compared to 2016. Excluding the $4.9 million impact from movements inforeign exchange rates, International outdoor revenue decreased $80.4 million during 2017 compared to 2016. The decrease in revenue is due to a $117.8million decrease in revenue resulting from the sale of our businesses in Australia and Turkey in 2016. This was partially offset by growth across other marketsincluding Spain, the United Kingdom, Switzerland and China, primarily from new contracts and digital expansion.International outdoor direct operating expenses decreased $23.1 million during 2017 compared to 2016. Excluding the $2.0 million impact frommovements in foreign exchange rates, International outdoor direct operating expenses decreased $25.1 million during 2017 compared to 2016. The decreasewas driven by a $70.3 million decrease in direct operating expenses resulting from the 2016 sales of our businesses in Australia and Turkey, partially offsetby higher site lease and production expenses primarily in countries experiencing revenue growth. International outdoor SG&A expenses decreased $0.6million during 2017 compared to 2016. Excluding the $1.7 million impact from movements in foreign exchange rates, International outdoor SG&A expensesdecreased $2.3 million during 2017 compared to 2016. The decrease in SG&A expenses was primarily due to a $22.6 million decrease resulting from the saleof our businesses in Australia and Turkey, partially offset by higher spending related to growth in certain countries. Included within SG&A expenses is $9.6million recorded in the fourth quarter of 2017 to correct for accounting errors related to the misappropriation of cash identified at our China subsidiary. Suchcorrections are not considered to be material to the current year or prior year financial results.Depreciation and amortization decreased $21.5 million primarily due to assets becoming fully depreciated or fully amortized and the sale of ourbusinesses in Australia and Turkey in 2016.49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$6,260,062 $6,241,516 0.3%Operating expenses: Direct operating expenses (excludes depreciation and amortization)2,398,776 2,471,113 (2.9)%Selling, general and administrative expenses (excludes depreciation and amortization)1,725,899 1,704,352 1.3%Corporate expenses (excludes depreciation and amortization)341,072 315,143 8.2%Depreciation and amortization635,227 673,991 (5.8)%Impairment charges8,000 21,631 (63.0)%Other operating income, net353,556 94,001 276.1%Operating income1,504,644 1,149,287 30.9%Interest expense1,849,982 1,805,496 Loss on investments, net(12,907) (4,421) Equity in loss of nonconsolidated affiliates(16,733) (902) Gain (loss) on extinguishment of debt157,556 (2,201) Other income (expense), net(73,102) 13,056 Loss before income taxes(290,524) (650,677) Income tax benefit (expense)50,474 (86,957) Consolidated net loss(240,050) (737,634) Less amount attributable to noncontrolling interest56,312 17,140 Net loss attributable to the Company$(296,362) $(754,774) Consolidated RevenueConsolidated revenue increased $18.5 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 $66.1 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 $72.3 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 $43.3 million during the year ended December31, 2016 compared to 2015. Lower direct operating expenses in our iHM business were primarily driven by the impact of contract renegotiations, partiallyoffset by increases primarily related to higher revenue. Lower direct operating expenses in our Americas outdoor business were primarily due to the sale ofnine non-strategic U.S. outdoor markets in the first quarter of 2016. Lower direct operating expenses in our International outdoor business related primarily tothe loss of the London bus contract and the sale of our businesses in Australia and Turkey, partially offset by increases in expenses related to higher revenuesin other countries.Consolidated 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 2016.50Corporate ExpensesCorporate expenses increased $25.9 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 $30.0 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 segment 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. As aresult 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.51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 Benefit (Expense)The 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.52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 $7.8 millionduring 2016 compared to 2015. Excluding the $2.1 million impact from movements in foreign exchange rates, Americas outdoor SG&A expenses decreased$5.7 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$1,410,471 $1,457,183 (3.2)%Direct operating expenses851,748 897,520 (5.1)%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 $46.7 million during 2016 compared to 2015. Excluding the $39.9 million impact from movements inforeign exchange rates, International outdoor revenue decreased $6.8 million during 2016 compared to 2015. The decrease in revenue is due to a $22.7million decrease in revenue resulting from the sale of our businesses in Turkey and53Australia in the second and fourth quarters of 2016, respectively, as well as lower revenue in the United Kingdom as a result of the London bus sheltercontract not being renewed. These decreases were partially offset by growth across most of our markets including China, Spain, Sweden, France and Belgium,primarily from new digital assets and new contracts.International outdoor direct operating expenses decreased $45.8 million during 2016 compared to 2015. Excluding the $25.4 million impact frommovements in foreign exchange rates, International outdoor direct operating expenses decreased $20.4 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.Reconciliation of Segment Operating Income to Consolidated Operating Income(In thousands)Years Ended December 31, 2017 2016 2015iHM$904,342 $1,080,615 $1,006,110Americas outdoor273,039 297,034 313,871International outdoor85,893 116,178 95,353Other28,395 43,411 19,314Impairment charges(10,199) (8,000) (21,631)Corporate expense (1)(347,236) (378,150) (357,731)Other operating income, net35,704 353,556 94,001Consolidated operating income$969,938 $1,504,644 $1,149,287(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 $12.1 million, $13.1 million and $11.1 million for the years endedDecember 31, 2017, 2016 and 2015, respectively.As of December 31, 2017, there was $17.5 million of unrecognized compensation cost, net of estimated forfeitures, related to unvested share-basedcompensation arrangements that will vest based on service conditions. This cost is expected to be recognized over a weighted average period ofapproximately three years. In addition, as of December 31, 2017, there was $26.5 million of unrecognized compensation cost, net of estimated forfeitures,related to unvested share-based compensation arrangements that will vest based on market, performance and service conditions. This cost will be recognizedwhen it becomes probable that the performance condition will be satisfied.LIQUIDITY AND CAPITAL RESOURCESCash FlowsThe following discussion highlights cash flow activities during the years ended December 31, 2017, 2016 and 2015:(In thousands)Years Ended December 31, 2017 2016 2015Cash provided by (used for): Operating activities$(503,740) $(13,982) $(77,304)Investing activities$(236,071) $510,915 $30,234Financing activities$151,335 $(418,231) $377,410Operating Activities2017Cash used for operating activities was $503.7 million in 2017 compared to $14.0 million of cash used for operating activities in 2016. Ourconsolidated net loss in 2017 and 2016 included non-cash items of $123.1 million and $195.1 million, respectively. Non-cash items affecting our net lossinclude 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. Theincrease in cash used for operating activities is primarily attributed to lower operating income as well as changes in working capital balances, particularlyaccounts receivable, which was impacted by slower collections, and prepaid assets, partially offset by accrued interest and accounts payable due to the timingof payments. Cash paid for interest was $7.6 million higher in 2017 compared to the prior year due to higher variable interest rates and interest on new debtissuances.2016Cash 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 $195.1 million and $700.8 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.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 $700.8 million and $877.6 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.Investing Activities2017Cash used for investing activities of $236.1 million in 2017 reflected $292.0 million used for capital expenditures, partially offset by net cashproceeds from the sale of assets of $83.0 million, which included net cash proceeds from the sale of our Outdoor54Indianapolis market of $43.1 million. We spent $58.1 million for capital expenditures in our iHM segment primarily related to leasehold improvements andIT infrastructure, $74.6 million in our Americas outdoor segment primarily related to the construction of new advertising structures such as digital displays,$146.4 million in our International outdoor segment primarily related to street furniture advertising structures, $0.9 million in our Other category and $12.0million by Corporate primarily related to equipment and software. 2016Cash 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. Financing Activities2017Cash provided by financing activities of $151.3 million in 2017 primarily resulted from proceeds from long-term debt issued by one of ourinternational subsidiaries, as well as borrowings on our receivables-based credit facility. These proceeds were partially offset by dividends paid to non-controlling interests, which represents the portion of the dividends paid by CCOH to parties other than our subsidiaries that own CCOH stock, and a paymentunder our receivables-based credit facility.2016Cash 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.55Liquidity Before Filing the Chapter 11 CasesHistorically, our primary sources of liquidity were cash on hand, cash flow from operations, borrowing capacity under iHeartCommunications'domestic receivables-based credit facility, subject to the limitations contained in iHeartCommunications' material financing agreements, and cash fromliquidity-generating transactions. As of December 31, 2017, we had $267.1 million of cash and cash equivalents on our balance sheet, including $144.1million of cash and cash equivalents held by our subsidiary, CCOH. Cash held by CCOH included $119.0 million of cash held outside the U.S. Excess cashfrom our foreign operations may be transferred to our operations in the United States if needed to fund operations in the United States, subject to theforeseeable cash needs of our foreign operations and the mutual agreement of CCOH and us. If any excess cash held by our foreign subsidiaries were neededto fund operations in the U.S., we could presently repatriate available funds without a requirement to accrue or pay U.S. taxes as a result of significant deficits,as calculated for tax law purposes, in our foreign earnings and profits, which gives us flexibility to make future cash distributions as non-taxable returns ofcapital. Additionally, as a result of U.S. tax reform, future dividend distributions from our international subsidiaries are exempt from U.S. federal income taxbeginning January 1, 2018.On November 30, 2017, iHeartCommunications refinanced its receivables based credit facility and replaced it with a new facility providing for a$300.0 million term loan and revolving credit commitments of $250.0 million. The facility has a three-year term, maturing in 2020 and accrues interest at arate of LIBOR plus 4.75%.As of December 31, 2017, we had $405.0 million of outstanding borrowings and had $57.3 million of outstanding letters of credit under thereceivables-based credit facility.Recent Liquidity-Generating TransactionsOn February 7, 2017, iHeartCommunications completed an exchange offer of $476.4 million principal amount of its 10.0% Senior Notes due 2018for $476.4 million principal amount of newly-issued 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 thatparticipated in the exchange offer.On February 9, 2017, CCOH declared a special dividend of $282.5 million using a portion of the proceeds from the sales of certain non-strategic U.S.outdoor markets and of our Australia outdoor business. On February 23, 2017, we received 89.9% of that dividend, or approximately $254.0 million, with theremaining 10.1%, or approximately $28.5 million, paid to public stockholders of CCOH.On July 10, 2017, a subsidiary of iHeartCommunications exchanged $15.6 million aggregate principal amount outstanding of 10.0% Senior Notesdue 2018 that were held by an unaffiliated third party for $15.6 million aggregate principal amount of its 11.25% Priority Guarantee Notes due 2021 thatwere held by a subsidiary of iHeartCommunications.On July 31, 2017, iHeartCommunications borrowed an additional $60.0 million under its receivables-based credit facility.On August 14, 2017, Clear Channel International B.V. ("CCIBV"), our indirect subsidiary, issued an additional $150.0 million in aggregateprincipal amount of its 8.75% Senior Notes due 2020 (the “New CCIBV Notes”). The New CCIBV Notes were issued as additional notes under the indenturegoverning CCIBV’s existing 8.75% Senior Notes due 2020 and were issued at a premium, which resulted in $156.0 million in proceeds. The New CCIBVNotes mature on December 15, 2020 and bear interest at a rate of 8.75% per annum, payable semi-annually in arrears on June 15 and December 15 of eachyear.In October 2017, a subsidiary of iHeartCommunications exchanged $45.0 million aggregate principal amount of 11.25% Priority Guarantee Notesdue 2021 that were held by a subsidiary of iHeartCommunications for $45.0 million aggregate principal amount of 10.0% Senior Notes due 2018 that wereheld by unaffiliated third parties.On November 30, 2017, iHeartCommunications refinanced its receivables based credit facility and replaced it with a new facility providing for a$300.0 million term loan and revolving credit commitments of $250.0 million (together, the "Facility"). On November 30, 2017, iHeartCommunications drew$300.0 million on the term loan and $65.0 million on the revolving credit commitments for a total of $365.0 million in borrowings. The Facility has a three-year term, maturing in 2020, and accrues interest at a rate of LIBOR plus 4.75%. On December 27, 2017, iHeartCommunications incurred $40.0 million ofadditional borrowings under the revolving credit loan portion of the Facility bringing its total outstanding borrowings under the Facility to $405.0 million.On January 18, 2018, iHeartCommunications incurred $25.0 million of additional borrowings under the revolving credit loan portion of the Facilitybringing its total outstanding borrowings under the Facility to $430.0 million. In February 2018, iHeartCommunications prepaid $59.0 million on therevolving credit loan portion of its new Facility bringing its total outstanding borrowings under the Facility to $371.0 million.56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 and on December 12, 2016, we informed CCH of thatdecision. CCH informed us on that date that, while it retains its right to exercise remedies under the indenture governing the 5.50% Senior Notes (the "legacynotes indenture") in the future, it does not currently intend to, and it does not currently intend to request that the trustee, seek to collect principal amountsdue or exercise or request enforcement of any remedy with respect to the nonpayment of such principal amount under the legacy 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 by other holders.As a result of the non-payment of the $57.1 million of the 5.50% Senior Notes, we continue to have in excess of $500 million of Legacy Notesoutstanding. Matters involving the validity and priority of any liens on iHeartMedia property are now before the Bankruptcy Court.Notes Exchange Offers and Term Loan OffersOn March 15, 2017, iHeartCommunications commenced exchange offers (the “notes exchange offers”) to exchange certain series of its outstandingdebt securities (the “Existing Notes”) for new securities of the Company, iHeartCommunications and CC Outdoor Holdings, Inc., a wholly-owned subsidiaryof the Company, and concurrent consent solicitations with respect to the terms of the Existing Notes. On March 15, 2017, the Company also commencedoffers (the “term loan offers”) to amend its outstanding Term Loan D and Term Loan E borrowings under its senior secured credit facilities and/or to issue newsecurities of the Company, CC Outdoor Holdings, Inc., Broader Media, LLC and/or iHeartCommunications to the lenders depending on the scenario in whichthe notes exchange offers and the term loan offers close. On March 15, 2018, in light of the filing of the Chapter 11 Cases, we terminated the notes exchangeoffers and the term loan offers.Liquidity After Filing the Chapter 11 CasesiHeartCommunications' filing of the Chapter 11 Cases constitutes an event of default that accelerated its obligations under its debt agreements. Dueto the Chapter 11 Cases, however, the creditors' ability to exercise remedies under iHeartCommunications' debt agreements were stayed as of March 14, 2018,the date of the Chapter 11 petition filing, and continue to be stayed.On March 16, 2018, the Debtors entered into a Restructuring Support Agreement (the “RSA”) with certain creditors and equityholders (the“Consenting Stakeholders”). The RSA contemplates the restructuring and recapitalization of the Debtors (the “Restructuring Transactions”), which will beimplemented through a plan of reorganization in the Chapter 11 Cases. Pursuant to the RSA, the Consenting Stakeholders have agreed to, among otherthings, support the Restructuring Transactions and vote in favor of a plan of reorganization to effect the Restructuring Transactions.The RSA provides certain milestones for the Restructuring Transactions. Failure of the Debtors to satisfy these milestones without a waiver orconsensual amendment would provide the Consenting Stakeholders a termination right under the RSA. These milestones include (i) the filing of a plan ofreorganization, disclosure statement and motion for approval of the disclosure statement, in form and substance reasonably acceptable to the Debtors and theConsenting Stakeholders, which was filed with the Bankruptcy Court on April 28, 2018, (ii) the entry of an order approving the disclosure statement by July7, 2018, (iii) the entry of an order confirming the plan of reorganization within 75 days of the entry of an order approving the disclosure statement and (iv)the effective date of the plan of reorganization occurring by March 14, 2019.In general, as debtors-in-possession under the Bankruptcy Code, we are authorized to continue to operate as an ongoing business, but may notengage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. Pursuant to first day motions filed with theBankruptcy Court, the Bankruptcy Court authorized us to conduct our business activities in the ordinary course, including, among other things and subjectto the terms and conditions of such orders, authorizing us to: (i) pay employees’ wages and related obligations; (ii) continue to operate our cash managementsystem in a form substantially similar to prepetition practice; (iii) use cash collateral on an interim basis; (iv) continue to honor certain obligations related toon-air talent, station affiliates and royalty obligations; (v) continue to maintain certain customer programs; (vi) pay taxes in the ordinary course; (vii)continue our surety bond program; and (viii) maintain our insurance program in the ordinary course.The filing of the Chapter 11 Cases is intended to permit iHeartCommunications to reduce its indebtedness to achieve a manageable capital structure.We filed a plan of reorganization with the Bankruptcy Court on April 28, 2018.57During the pendency of the Chapter 11 Cases, iHeartCommunications' principal sources of liquidity are expected to be limited to cash flow fromoperations, cash on hand and, if obtained, borrowings under a DIP credit facility. Our ability to maintain adequate liquidity through the reorganizationprocess and beyond depends on successful operation of our business, and appropriate management of operating expenses and capital spending. Ouranticipated liquidity needs are highly sensitive to changes in each of these and other factors.The Consolidated Financial Statements included in this Annual Report on Form 10-K have been prepared on a going concern basis of accounting,which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitments in the normal course of business. TheConsolidated Financial Statements do not reflect any adjustments that might result from the outcome of the Chapter 11 Cases. We have significantindebtedness and we have reclassified all of the Debtors' indebtedness to current liabilities at December 31, 2017. Our level of indebtedness has adverselyimpacted and is continuing to adversely impact our financial condition. As a result of our financial condition, the defaults under our debt agreements, and therisks and uncertainties surrounding the Chapter 11 Cases, substantial doubt exists that we will be able to continue as a going concern.In connection with the cash management arrangements for CCOH, iHeartCommunications maintains an intercompany revolving promissory notepayable by iHeartCommunications to CCOH (the "Intercompany Note"), which matures on May 15, 2019. As of December 31, 2017, the principal amountoutstanding under the Intercompany Note was $1,067.6 million. As a result of the Chapter 11 Cases, CCOH wrote down the balance of the note to $212.0million during the fourth quarter of 2017 to reflect the estimated recoverable amount of the Intercompany Note as of December 31, 2017, based on CCOHmanagement's best estimate of the cash settlement amount. The Intercompany note is eliminated in consolidation in our consolidated financial statements.Pursuant to an order entered by the Bankruptcy Court, as of March 14, 2018, the balance of the Intercompany Note is frozen, and following March 14, 2018,intercompany allocations that would have been reflected in adjustments to the balance of the Intercompany Note are instead reflected in an intercompanybalance that accrues interest at a rate equal to the interest under the Intercompany Note. As a result, we are continuing to provide the day-to-day cashmanagement services for CCOH during the Chapter 11 Cases, and we expect to continue to do so until such arrangements are addressed through the Chapter11 Cases.The Bankruptcy Court’s order also approves iHeartCommunications' continuing to provide services to CCOH pursuant to the Corporate ServicesAgreement during the Chapter 11 Cases. Although we expect iHeartCommunications will continue to provide services to CCOH under the CorporateServices Agreement during the Chapter 11 Cases, we currently expect that if CCOH is separated from iHeartCommunications at the conclusion of the Chapter11 Cases as contemplated by the RSA and the proposed plan of reorganization filed with the Bankruptcy Court, the Corporate Services Agreement willterminate, be modified or be replaced with an agreement that gives effect to such separation.IndebtednessAs of December 31, 2017, we had $20.6 billion of consolidated indebtedness. The filing of the Chapter 11 Cases constituted an event of default withrespect to iHeartCommunications' existing debt obligations, or approximately $15.0 billion of our consolidated debt. As a result of the filing of the Chapter11 Cases, all of the indebtedness of the Debtors became immediately due and payable, but any efforts to enforce such payment obligations wereautomatically stayed as a result of the Chapter 11 Cases. These debt obligations and substantially all other pre-petition obligations of the Debtors are subjectto settlement under a plan of reorganization which must be confirmed by the Bankruptcy Court. The Chapter 11 Cases did not trigger any default or event ofdefault under the debt obligations of our subsidiaries Clear Channel Worldwide Holdings, Inc. and Clear Channel International B.V.58The balances of outstanding debt of the Debtors shown in the table below have been reclassified as current liabilities on the accompanyingconsolidated balance sheet as of December 31, 2017. Debt balances as of December 31, 2017 and 2016 consists of the following: December 31,(In millions)2017 2016Senior 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(1)405.0 330.09.0% 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)870.5 575.09.0% 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 Debt8.5 21.0Total Secured Debt$13,283.8 $12,925.8 14.0% Senior Notes Due 20211,763.9 1,729.2iHeartCommunications Legacy Notes: 5.5% Senior Notes Due 2016(4)— —6.875% Senior Notes Due 2018175.0 175.07.25% Senior Notes Due 2027300.0 300.010.0% Senior Notes Due 2018(2)47.5 347.0Subsidiary 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 2020(5)375.0 225.0Other Subsidiary Debt24.6 28.0Purchase accounting adjustments and original issue discount(136.6) (167.0)Long-term debt fees(109.0) (123.0)Total Debt$20,649.2 $20,365.0Less: Cash and cash equivalents267.1 845.0 $20,382.1 $19,520.0(1)On November 30, 2017, iHeartCommunications refinanced its receivables based credit facility and replaced it with a new facility providing for a$300.0 million term loan and revolving credit commitments of $250.0 million. On November 30, 2017, iHeartCommunications drew $300.0 millionon the term loan and $65.0 million on the revolving credit commitments for a total of $365.0 million in borrowings. The facility has a three-yearterm, maturing in 2020, and accrues interest at a rate of LIBOR plus 4.75%. On December 27, 2017, iHeartCommunications incurred $40.0 million ofadditional borrowings under the revolving credit loan portion of this facility bringing its total outstanding borrowings under this facility to $405.0million.(2)On February 7, 2017, iHeartCommunications completed an exchange offer of $476.4 million principal amount of its 10.0% Senior Notes due 2018for $476.4 million principal amount of newly-issued 11.25% Priority Guarantee Notes due 2021, which were issued as "additional notes" under theindenture governing the 11.25% Priority Guarantee Notes due 2021. Of the $476.4 million principal amount of 11.25% Priority Guarantee Notesdue 2021 issued in the exchange offer, $241.4 million principal amount was issued to subsidiaries of iHeartCommunications that participated in theexchange offer. On July 10, 2017, iHeartCommunications exchanged $15.6 million principal amount of its 10.0% Senior Notes59due 2018 that were held by an unaffiliated third party for $15.6 million principal amount of its 11.25% Priority Guarantee Notes due 2021 that wereheld by a subsidiary of iHeartCommunications. In October 2017, iHeartCommunications exchanged $45.0 million principal amount of its 10.0%Senior Notes due 2018 that were held by unaffiliated third parties for $45.0 million principal amount of its 11.25% Priority Guarantee Notes due2021 that were held by a subsidiary of iHeartCommunications. On December 13, 2017 iHeartCommunications repurchased $4.0 million aggregateprincipal amount of 10.0% Senior Notes due 2018 that were held by unaffiliated third parties for $2.7 million in cash.On January 4, 2018, iHeartCommunications repurchased $5.4 million aggregate principal amount of 10.0% Senior Notes due 2018 that were held byunaffiliated third parties for $5.3 million in cash. On January 16, 2018, iHeartCommunications repaid the remaining balance of $42.1 millionaggregate principal amount of 10.0% Senior Notes due 2018 at maturity.(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 ours. The $57.1 million of aggregate principal amount remains outstanding and is eliminated for purposes ofconsolidation of our financial statements.(5)On August 14, 2017, CCIBV, our indirect subsidiary, issued $150.0 million in aggregate principal amount of 8.75% Senior Notes due 2020 (the“New CCIBV Notes”). The New CCIBV Notes were issued as additional notes under the indenture governing CCIBV’s existing 8.75% Senior Notesdue 2020.Senior Secured Credit FacilitiesAs of December 31, 2017, iHeartCommunications had a total of $6.3 billion 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 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.The filing of the Chapter 11 Cases triggered an event of default that accelerated iHeartCommunications' obligations under the senior secured creditfacilities. The credit agreement governing the senior secured credit facilities provides that upon acceleration of iHeartCommunications' obligations under thesenior secured credit facilities, the outstanding balance of loans becomes due, unpaid interest accrued as of the time of acceleration becomes due, and anyfees payable by or other obligations of iHeartCommunications become due. Under the Bankruptcy Code, the creditors under the senior secured creditfacilities are stayed from taking any action against iHeartCommunications or any of the other Debtors as a result of the default.Interest Rate and FeesPrior to the filing of the Chapter 11 Cases, borrowings under iHeartCommunications' senior secured credit facilities bore interest at a rate equal to anapplicable margin plus, at iHeartCommunications' option, either (i) a base rate determined by reference to the higher of (A) the prime lending rate publiclyannounced by the administrative agent or (B) the Federal funds effective rate from time to time plus 0.50%, or (ii) a Eurocurrency rate determined byreference 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 were 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 were subject to adjustment based upon iHeartCommunications' leverage ratio:As a result of the default triggered by the filing of the Chapter 11 Cases, the senior secured credit facilities currently bear interest at a default rateequal to the rate otherwise applicable to the loans under the senior secured credit facilities plus 2%. However, we are not currently payinginterest on the senior secured credit facilities while the Chapter 11 Cases are pending.60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; and•a lien on the accounts receivable and related assets securing iHeartCommunications' receivables based credit facility that is junior to the liensecuring iHeartCommunications' obligations under such credit facility.Certain Covenants and Events of DefaultThe senior secured credit facilities require iHeartCommunications to comply on a quarterly basis with a financial covenant limiting the ratio ofconsolidated secured debt, net of cash and cash equivalents, to consolidated EBITDA (as defined by iHeartCommunications' senior secured credit facilities)for the preceding four quarters. iHeartCommunications' secured debt consists of the senior secured credit facilities, the receivables based credit facility, thepriority guarantee notes and certain other secured subsidiary debt. As required by the definition of consolidated EBITDA in iHeartCommunications' seniorsecured credit facilities, iHeartCommunications' consolidated EBITDA for the preceding four quarters of $1.6 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.61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, 2017: Four Quarters Ended(In Millions)December 31, 2017Consolidated EBITDA (as defined by iHeartCommunications' senior secured credit facilities)$1,589.5Less adjustments to consolidated EBITDA (as defined by iHeartCommunications' senior secured credit facilities):Costs incurred in connection with the closure and/or consolidation of facilities, retention charges, consulting fees andother permitted activities(37.8)Extraordinary, non-recurring or unusual gains or losses or expenses and severance (as referenced in the definition ofconsolidated EBITDA in iHeartCommunications' senior secured credit facilities)(43.3)Non-cash charges(20.4)Other items66.9Less: Depreciation and amortization, Impairment charges, Other operating income (expense), net, and Share-basedcompensation expense(585.0)Operating income969.9Plus: Depreciation and amortization, Impairment charges, Gain (loss) on disposal of operating and fixed assets, and Share-based compensation expense579.1Less: Interest expense(1,865.6)Less: Current income tax expense(30.8)Plus: Other income (expense), net(15.3)Adjustments to reconcile consolidated net loss to net cash provided by operating activities (including Provision for doubtfulaccounts, Amortization of deferred financing charges and note discounts, net and Other reconciling items, net)25.8Change in assets and liabilities, net of assets acquired and liabilities assumed(166.8)Net cash used for operating activities$(503.7)The maximum ratio permitted under this financial covenant for the four quarters ended December 31, 2017 was 8.75:1. At December 31, 2017, theratio was 8.2:1.Receivables Based Credit FacilityOn November 30, 2017, iHeartCommunications refinanced its receivables based credit facility and replaced it with the Facility, which provides for a$300.0 million term loan and revolving credit commitments of $250.0 million. On November 30, 2017, iHeartCommunications drew $300.0 million on theterm loan and $65.0 million on the revolving credit commitments for a total of $365.0 million in borrowings. The Facility has a three-year term, maturing onNovember 30, 2020, and accrues interest at a rate of LIBOR plus 4.75%. On December 27, 2017, iHeartCommunications incurred $40.0 million of additionalborrowings under this Facility bringing its total outstanding borrowings under this Facility to $405.0 million.On January 18, 2018, iHeartCommunications incurred $25.0 million of additional borrowings under the revolving credit loan portion of the Facilitybringing its total outstanding borrowings under the Facility to $430.0 million. In February 2018, iHeartCommunications prepaid $59.0 million on therevolving credit loan portion of the Facility bringing its total outstanding borrowings under the Facility to $371.0 million.The Facility provides commitments of $550.0 million, subject to a borrowing base. The Facility includes a letter of credit sub-facility and aswingline loan sub-facility. iHeartCommunications and certain subsidiary borrowers are the borrowers under the Facility.Pursuant to an order approved by the Bankruptcy Court, we are currently making postpetition interest payments under the Facility.Interest Rate and FeesPrior to the filing of the Chapter 11 Cases, borrowings under the Facility bore interest at a rate per annum equal to an applicable rate plus, atiHeartCommunications' option, either (1) a base rate determined by reference to the highest of (a) the prime rate of PNC Bank, National Association and(b) the Federal Funds rate plus 0.50% or (2) a Eurocurrency rate that is the greater62of (a) 1.00%, and (b) the quotient of (i) the ICE LIBOR rate, or if such rate is not available, the rate determined by the Administrative Agent, and (ii) oneminus the maximum rate at which reserves are required to be maintained for Eurocurrency liabilities. The applicable rate for borrowings under the Facilitywas 4.75% with respect to Eurocurrency term loans and revolving loans and 3.75% with respect to base rate term loans and revolving loans.In addition to paying interest on outstanding principal under the Facility, iHeartCommunications is required to pay a commitment fee of 0.75% tothe lenders under the Facility in respect of the unutilized revolving commitments thereunder. iHeartCommunications must also pay a letter of credit feeequal to 4.75% per annum.Priority Guarantee NotesThe filing of the Chapter 11 Cases constituted an event of default that accelerated the Company's obligations under the 9.0% Priority GuaranteeNotes due 2019, 9.0% Priority Guarantee Notes due 2021, 11.25% Priority Guarantee Notes due 2021, 9.0% Priority Guarantee Notes due 2022 and 10.625%Priority Guarantee Notes due 2023 (collectively, the "Priority Guarantee Notes"). Under the indentures pursuant to which the Priority Guarantee Notes wereissued, upon the acceleration of iHeartCommunications' obligations under the Priority Guarantee Notes, the Priority Guarantee Notes are deemed to havematured, the unpaid principal balance of the Priority Guarantee Notes comes due, unpaid interest accrued as of the time of the acceleration comes due, andany applicable premiums (as determined pursuant to the applicable indentures) comes due. Under the Bankruptcy Code, the holders of the Priority GuaranteeNotes are stayed from taking any action against the Debtors.As a result of the default triggered by the filing of the Chapter 11 Cases, each issue of Priority Guarantee Notes currently bears interest at a defaultrate equal 1.0% per annum in excess of the applicable interest rate. However, we are not currently paying interest on the Priority Guarantee Notes while theChapter 11 Cases are pending.The Priority Guarantee Notes are iHeartCommunications' senior obligations and are fully and unconditionally guaranteed, jointly and severally, ona senior basis by the guarantors named in the applicable indenture. Each issue of Priority Guarantee Notes and the guarantors’ obligations under therespective guarantees are secured by (i) a lien on (a) the capital stock of iHeartCommunications and (b) certain property and related assets that do notconstitute “principal property” (as defined in the indenture governing certain Legacy Notes of iHeartCommunications), in each case equal in priority to theliens securing the obligations under iHeartCommunications' senior secured credit facilities and the other Priority Guarantee Notes, subject to certainexceptions, and (ii) a lien on the accounts receivable and related assets securing iHeartCommunications' Facility junior in priority to the lien securingiHeartCommunications' obligations thereunder, subject to certain exceptions.9.0% Priority Guarantee Notes due 2019As of December 31, 2017, 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 are scheduled to mature on December 15, 2019 and, prior to the filing of the Chapter 11 Cases, boreinterest at a rate of 9.0% per annum, payable semi-annually in arrears on June 15 and December 15 of each year. In addition to the collateral granted to securethe 9.0% Priority Guarantee Notes due 2019 described above under “--Priority Guarantee Notes,” the collateral agent and the trustee for the 9.0% 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 9.0% Priority Guarantee Notes due 2019, for the benefit of the holders of the 9.0% Priority Guarantee Notes due 2019, a pro rata share of anyrecovery received on account of the principal properties, subject to certain terms and conditions.9.0% Priority Guarantee Notes due 2021As of December 31, 2017, 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 are scheduled to mature on March 1, 2021 and, prior to the filing of the Chapter 11 Cases, bore interestat a rate of 9.0% per annum, payable semi-annually in arrears on March 1 and September 1 of each year.6311.25% Priority Guarantee Notes due 2021As of December 31, 2017, iHeartCommunications had outstanding $870.5 million (net of $180.8 million aggregate principal amount held by certainsubsidiaries of iHeartCommunications) aggregate principal amount of 11.25% Priority Guarantee Notes due 2021 (the “11.25% Priority Guarantee Notes due2021”). 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 millionprincipal amount of newly-issued 11.25% Priority Guarantee Notes due 2021, which were issued as “additional notes” under the indenture governing the11.25% 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 the exchangeoffer. On July 10, 2017, iHeartCommunications exchanged $15.6 million principal amount of its 10.0% Senior Notes due 2018 that were held by anunaffiliated third party for $15.6 million principal amount of its 11.25% Priority Guarantee Notes due 2021 that were held by a subsidiary ofiHeartCommunications. In October 2017, iHeartCommunications exchanged $45.0 million principal amount of its 10.0% Senior Notes due 2018 that wereheld by unaffiliated third parties for $45.0 million principal amount of its 11.25% Priority Guarantee Notes due 2021 that were held by a subsidiary ofiHeartCommunications.The 11.25% Priority Guarantee Notes due 2021 are scheduled to mature on March 1, 2021 and, prior to the filing of the Chapter 11 Cases, boreinterest at a rate of 11.25% per annum, payable semi-annually in arrears on March 1 and September 1 of each year. In connection with the exchange offer thatwas completed on February 7, 2017, we entered into a registration rights agreement pursuant to which we agreed to use commercially reasonable efforts to fileand cause to be declared effective a registration statement covering a registered offer to exchange the 11.25% Priority Guarantee Notes due 2021 issued in theexchange offer for exchange notes having substantially identical terms (except that they will have been registered pursuant to an effective registrationstatement under the Securities Act and will not contain provisions for special interest). Because such a registration statement did not become effective within420 days of the February 7, 2017 closing of the exchange offer, commencing after April 3, 2018, the 11.25% Priority Guarantee Notes due 2021 issued in theexchange offer are subject to special interest that is accruing at a rate of 0.25% per annum during the first 90 days following April 3, 2018 and will accrue at arate of 0.50% thereafter until the registration default is cured. We are not currently paying any interest or special interest on the 11.25% Priority GuaranteeNotes due 2021 while the Chapter 11 Cases are pending.9.0% Priority Guarantee Notes due 2022As of December 31, 2017, 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 are scheduled to mature on September 15, 2022 and, prior to the filing of the Chapter 11 Cases, boreinterest at a rate of 9.0% per annum, payable semi-annually in arrears on March 15 and September 15 of each year.10.625% Priority Guarantee Notes due 2023As of December 31, 2017, 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 are scheduled to mature on March 15, 2023 and, prior to the filing of the Chapter 11 Cases, boreinterest at a rate of 10.625% per annum, payable semi-annually in arrears on March 15 and September 15 of each year.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, 2017, there were no amounts outstanding under the revolving credit facility, and $71.2 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, 2017.6414.0% Senior Notes due 2021As of December 31, 2017, iHeartCommunications had outstanding approximately $1.8 billion of aggregate principal amount of 14.0% Senior Notesdue 2021 (net of $449.4 million principal amount held by a subsidiary of iHeartCommunications).The filing of the Chapter 11 Cases constituted an event of default that accelerated the Company's obligations under the 14% Senior Notes due 2021.Other events of default are also present with respect to the 14% Senior Notes due 2021, including a failure to make an interest payment on February 1, 2018.Under the indenture pursuant to which the 14% Senior Notes due 2021 were issued, upon the acceleration of iHeartCommunications' obligations under the14% Senior Notes due 2021, the 14% Senior Notes due 2021 are deemed to have matured, the unpaid principal balance of the 14% Senior Notes due 2021comes due, unpaid interest accrued as of the time of the acceleration comes due, and any applicable premiums (as determined pursuant to the applicableindentures) comes due. Under the Bankruptcy Code, the holders of the 14% Senior Notes due 2021 are stayed from taking any action against the Debtors.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.On February 1, 2018, iHeartCommunications elected not to make the cash interest payment of approximately $106.0 million due on February 1,2018 with respect to the 14% Senior Notes due 2021. Under the terms of the indenture governing the 14% Senior Notes due 2021, interest accrues on theoverdue interest payment from February 1, 2018 at the rate applicable to the 14% Senior Notes due 2021. However, we are not currently paying interest onthe 14% Senior Notes due 2021 while the Chapter 11 Cases are pending.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 guarantees are 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 Legacy NotesAs of December 31, 2017, 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) (collectively, the "Legacy 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 the notes held by a subsidiary ofiHeartCommunications. Although the non-payment of the $57.1 million of 5.50% Senior Notes due 2016 is a default under the indenture governing the5.50% Senior Notes due 2016 (the “legacy notes indenture”), the subsidiary that holds the notes informed us that, while it retains its right to exerciseremedies under the legacy notes indenture in the future, it does not currently intend to, and it does not currently intend to request that the trustee, seek tocollect principal amounts due or exercise or request enforcement of any remedy with respect to the nonpayment of such principal amount under the legacynotes 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 iniHeartCommunications' debt documents. 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 in our financial statements.The filing of the Chapter 11 Cases constituted an event of default that accelerated the Company's obligations under the Legacy Notes. Under theindenture pursuant to which the Legacy Notes were issued, upon the acceleration of iHeartCommunications' obligations under the Legacy Notes, the LegacyNotes are deemed to have matured, the unpaid principal balance of the Legacy Notes comes due, unpaid interest accrued as of the time of the accelerationcomes due, and any applicable premiums (as determined pursuant to the applicable indentures) comes due. Under the Bankruptcy Code, the holders of theLegacy Notes are stayed from taking any action against the Debtors.We are not currently paying interest on the Legacy Notes while the Chapter 11 Cases are pending.The Legacy Notes were the obligations of iHeartCommunications prior to the merger in 2008. The Legacy Notes are senior, unsecured obligationsthat are effectively subordinated to iHeartCommunications' secured indebtedness to the extent of65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 Legacy Notes rank equally in right ofpayment with all of iHeartCommunications' existing and future senior indebtedness and senior in right of payment to all existing and future subordinatedindebtedness.10.0% Senior Notes due 2018As of December 31, 2017, iHeartCommunications had outstanding $47.5 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 million principalamount 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 10.0% Senior Notes due 2018 tendered and accepted for exchange, $241.4million principal amount was tendered by subsidiaries of iHeartCommunications. On July 10, 2017, iHeartCommunications exchanged $15.6 millionprincipal amount of its 10.0% Senior Notes due 2018 that were held by an unaffiliated third party for $15.6 million principal amount of its 11.25% PriorityGuarantee Notes due 2021 that were held by a subsidiary of iHeartCommunications. In October 2017, iHeartCommunications exchanged $45.0 millionprincipal amount of its 10.0% Senior Notes due 2018 that were held by unaffiliated third parties for $45.0 million principal amount of its 11.25% PriorityGuarantee Notes due 2021 that were held by a subsidiary of iHeartCommunications. On December 13, 2017 iHeartCommunications repurchased $4.0 millionaggregate principal amount of 10.0% Senior Notes due 2018 that were held by unaffiliated third parties for $2.7 million in cash.On January 4, 2018, iHeartCommunications repurchased $5.4 million aggregate principal amount of 10.0% Senior Notes due 2018 that were held byunaffiliated third parties for $5.3 million in cash. On January 16, 2018, iHeartCommunications repaid the remaining balance of $42.1 million aggregateprincipal amount of 10.0% Senior Notes due 2018 that were held by unaffiliated third parties for $42.1 million in cash.CCWH Senior NotesAs of December 31, 2017, 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.CCWH may redeem the CCWH Senior Notes, in whole or in part, at the redemption prices set forth in the applicable indenture governing the CCWHSenior Notes plus accrued and unpaid interest to the redemption date. Notwithstanding the foregoing, neither CCOH nor any of its subsidiaries is permitted tomake any purchase of, or otherwise effectively cancel or retire any Series A CCWH Senior Notes or Series B CCWH Senior Notes if, after giving effect theretoand, if applicable, any concurrent purchase of or other addition with respect to any Series B CCWH Senior Notes or Series A CCWH Senior Notes, asapplicable, the ratio of (a) the outstanding aggregate principal amount of the Series A CCWH Senior Notes to (b) the outstanding aggregate principal amountof 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 or66purchase a pro rata amount of the Series A CCWH Senior Notes or (ii) makes an asset sale offer under the indenture governing the Series B CCWH SeniorNotes, then CCWH shall apply a pro rata amount to make an offer to purchase a pro rata amount of Series A CCWH Senior Notes.The indenture governing the Series A CCWH Senior Notes does not include limitations on dividends, distributions, investments or asset sales.The indenture governing the Series B CCWH Senior Notes contains covenants that limit CCOH and its restricted subsidiaries ability to, among otherthings:•incur or guarantee additional debt or issue certain preferred stock;•redeem, repurchase or retire CCOH’s subordinated debt;•make certain investments;•create liens on its or its restricted subsidiaries’ assets to secure debt;•create restrictions on the payment of dividends or other amounts to it from its restricted subsidiaries that are not guarantors of the CCWH SeniorNotes;•enter into certain transactions with affiliates;•merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of its assets;•sell certain assets, including capital stock of its subsidiaries;•designate its subsidiaries as unrestricted subsidiaries; and•pay dividends, redeem or repurchase capital stock or make other restricted payments.The Series A CCWH Senior Notes indenture and Series B CCWH Senior Notes indenture restrict CCOH’s ability to incur additional indebtedness butpermit CCOH to incur additional indebtedness based on an incurrence test. In order to incur (i) additional indebtedness under this test, CCOH’s debt toadjusted EBITDA ratios (as defined by the indentures) must be lower than 7.0:1 and 5.0:1 for total debt and senior debt, respectively, and (ii) additionalindebtedness that is subordinated to the CCWH Senior Notes under this test, CCOH’s debt to adjusted EBITDA ratios (as defined by the indentures) must belower than 7.0:1 for total debt. The indentures contain certain other exceptions that allow CCOH to incur additional indebtedness. The Series B CCWHSenior Notes indenture also permits CCOH to pay dividends from the proceeds of indebtedness or the excess proceeds from asset sales after making an assetsale offer if its debt to adjusted EBITDA ratios (as defined by the indentures) are lower than 7.0:1 and 5.0:1 for total debt and senior debt, respectively. TheSeries A CCWH Senior Notes indenture does not limit CCOH’s ability to pay dividends. Because CCOH's consolidated leverage ratio exceeded the limit inthe incurrence tests described above, CCOH is not currently permitted to incur additional indebtedness using the incurrence test in the Series A CCWHSenior Notes indenture and the Series B CCWH Senior Notes indenture, and CCOH is not currently permitted to pay dividends from the proceeds ofindebtedness or the excess proceeds from asset sales under the Series B CCWH Senior Notes indenture. There are other exceptions in these indentures thatallow CCOH to incur additional indebtedness and pay dividends. The exceptions in the Series B CCWH Senior Notes indenture that allow CCOH to paydividends include (i) $525.0 million of dividends made pursuant to general restricted payment baskets and (ii) dividends made using proceeds received upona demand by CCOH of amounts outstanding under the revolving promissory note issued by iHeartCommunications to CCOH. CCOH has used substantiallyall of the $525.0 million general restricted payments basket capacity in the Series B CCWH Senior Notes indenture. The Series A CCWH Senior Notesindenture does not limit CCOH's ability to pay dividends.CCWH Senior Subordinated NotesAs of December 31, 2017, 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.67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;•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 excess proceeds ofindebtedness or the proceeds from asset sales after making an asset sale offer if its debt to adjusted EBITDA ratio (as defined by the indentures) is lower than7.0:1. The Series A CCWH Senior Subordinated Notes indenture does not limit CCOH’s ability to pay dividends. Because CCOH's consolidated leverageratio exceeded the limit in the incurrence tests described above, CCOH is not currently permitted to incur additional indebtedness using the incurrence test inthe Series A CCWH Subordinated Notes indenture and the Series B CCWH Subordinated Notes indenture, and CCOH is not currently permitted to paydividends from the proceeds of indebtedness or the excess proceeds from asset sales under the Series B CCWH Subordinated Notes indenture. There are otherexceptions in these indentures that allow CCOH to incur additional indebtedness and pay dividends. The exceptions in the Series B CCWH SubordinatedNotes indenture that allow CCOH to pay dividends include (i) $525.0 million of dividends made pursuant to general restricted payment baskets and (ii)dividends made using proceeds received upon a demand by CCOH of amounts outstanding under the revolving promissory note issued byiHeartCommunications to CCOH. CCOH has used substantially all of the $525.0 million general restricted payments basket capacity in the Series B CCWHSenior Subordinated Notes indenture. The Series A CCWH Senior Subordinated Notes indenture does not limit CCOH's ability to pay dividends.68Clear Channel International B.V. Senior NotesDuring the third quarter of 2017, Clear Channel International B.V., an international subsidiary of ours, issued $150.0 million in additional aggregateprincipal amount of 8.75% Senior Notes due 2020 (“CCIBV Senior Notes”), bringing the total amount outstanding under the CCIBV Senior Notes as ofDecember 31, 2017 to $375.0 million.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, in whole or in part, at the redemption prices set forth in the indenture plus accrued andunpaid interest to the redemption date.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 Transactions2017 Refinancing and Financing TransactionsOn January 31, 2017, iHeartCommunications prepaid $25.0 million of the amount borrowed under its receivables based credit facility, bringing itstotal outstanding borrowings under this facility to $305.0 million.On February 7, 2017, iHeartCommunications completed an exchange offer of $476.4 million principal amount of its 10.0% Senior Notes due 2018for $476.4 million principal amount of newly-issued 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 thatparticipated in the exchange offer.On July 10, 2017, a subsidiary of iHeartCommunications exchanged $15.6 million aggregate principal amount outstanding of 10.0% Senior Notesdue 2018 that were held by an unaffiliated third party for $15.6 million aggregate principal amount of its 11.25% Priority Guarantee Notes due 2021 thatwere held by a subsidiary of iHeartCommunications.On July 31, 2017, iHeartCommunications borrowed an additional $60.0 million under its receivables-based credit facility.On August 14, 2017, Clear Channel International B.V. ("CCIBV"), our indirect subsidiary, issued $150.0 million in aggregate principal amount of8.75% Senior Notes due 2020 (the “New CCIBV Notes”). The New CCIBV Notes were issued as additional notes under the indenture governing CCIBV’sexisting 8.75% Senior Notes due 2020 and were issued at a premium, which resulted in $156.0 million in proceeds. The New CCIBV Notes mature onDecember 15, 2020 and bear interest at a rate of 8.75% per annum, payable semi-annually in arrears on June 15 and December 15 of each year.In October 2017, a subsidiary of iHeartCommunications exchanged $45.0 million aggregate principal amount of 11.25% Priority Guarantee Notesdue 2021 that were held by a subsidiary of iHeartCommunications for $45.0 million aggregate principal amount of 10.0% Senior Notes due 2018 that wereheld by unaffiliated third parties.On November 30, 2017, iHeartCommunications refinanced its receivables based credit facility and replaced it with a new facility providing for a$300.0 million term loan and revolving credit commitments of $250.0 million (together, the "Facility"). On November 30, 2017, iHeartCommunications drew$300.0 million on the term loan and $65.0 million under the revolver, for a total of $365.0 million in borrowings. The Facility has a three-year term, maturingon November 30, 2020, and accrues interest at a rate of LIBOR plus 4.75%. On December 27, 2017, iHeartCommunications incurred $40.0 million ofadditional borrowings under the revolving credit loan portion of this Facility bringing its total outstanding borrowings under this Facility to $405.0 million.2016 Refinancing and Financing TransactionsOn 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.69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.Dispositions and Other2017In January 2017, Americas outdoor sold its Indianapolis, Indiana market to Fairway Media Group, LLC in exchange for certain assets in Atlanta,Georgia with a fair value of $39.4 million, plus $43.1 million in cash, net of closing costs. The assets acquired as part of the transaction consisted of $9.9million in fixed assets and $29.5 million in intangible assets (including $2.3 million in goodwill). The Company recognized a net gain of $28.9 millionrelated to the sale, which is included within Other operating income (expense), net.During the third quarter of 2017, Americas outdoor sold its ownership interest in a joint venture in Canada. As a result, the Company recognized anet loss on sale of $12.1 million, including a $6.3 million cumulative translation adjustment, which is included within Other operating income (expense),net.During the fourth quarter of 2017, we exchanged four radio stations in Chattanooga, TN and six radio stations in Richmond, VA for four radiostations in Boston, MA and three radio stations in Seattle, WA, owned by Entercom Communications Corp. We recognized a net gain of $15.4 million relatedto the sale, which is included within Other operating income, net.2016In 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.70Uses of CapitalDebt Repurchases, Maturities and Other2017On December 13, 2017 iHeartCommunications repurchased $4.0 million aggregate principal amount of 10.0% Senior Notes due 2018 that were heldby unaffiliated third parties for $2.7 million in cash.On January 4, 2018, iHeartCommunications repurchased $5.4 million aggregate principal amount of 10.0% Senior Notes due 2018 that were held byunaffiliated third parties for $5.3 million in cash. On January 16, 2018, iHeartCommunications repaid the remaining balance of $42.1 million aggregateprincipal amount of 10.0% Senior Notes due 2018 that were held by unaffiliated third parties for $42.1 million in cash.2016On 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 2021 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.71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.Capital ExpendituresCapital expenditures for the years ended December 31, 2017, 2016 and 2015 were as follows:(In millions)Years Ended December 31, 2017 2016 2015iHM58.1 73.2 63.8Americas outdoor advertising74.6 81.4 82.2International outdoor advertising146.4 143.8 132.6Corporate and Other12.9 16.3 17.8Total capital expenditures292.0 314.7 296.4See 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.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.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.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.AcquisitionsDuring the fourth quarter of 2017, we exchanged four radio stations in Chattanooga, TN and six radio stations in Richmond, VA for four radiostations in Boston, MA and three radio stations in Seattle, WA, owned by Entercom Communications Corp. The assets acquired as part of the transactionconsisted of $8.1 million in fixed assets and $63.2 million in intangible assets (including $2.4 million in goodwill). The Company recognized a net gain of$15.4 million related to the sale, which is included within Other operating income (expense), net. Subsequent to the exchange, the Company placed two ofthe stations in Seattle and one station in Boston into a newly-formed trust, Ocean Station Trust LLC (the "Ocean Trust"). The Ocean Trust is required to divestthese stations in order to comply with Federal Communication Commission (“FCC”) media ownership rules. These stations are being marketed for sale.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. In January 2015, CC Finco, LLC (“CC Finco”), an indirect wholly-owned subsidiary of the Company, purchased2,000,000 shares of CCOH’s Class A common stock for $20.4 million. On April 2, 2015, CC Finco purchased an additional 2,172,946 shares of CCOH'sClass A common stock for $22.2 million. As a result of this purchase, the stock purchase program concluded. The purchase of shares in excess of the amount72available under the stock purchase program was separately approved by the board of directors. As of December 31, 2017, iHeartCommunications and itssubsidiaries held 10,726,917 shares of CCOH's Class A Common Stock and all of CCOH's Class B common stock, which collectively represent 89.5% of theoutstanding shares of CCOH's common stock on a fully-diluted basis, assuming the conversion of all of CCOH's Class B common stock into Class A commonstock.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, 2017, 2016 and 2015, we recognized management fees and reimbursableexpenses of $15.2 million, $15.3 million and $15.4 million, respectively.CCOH DividendsIn connection with the cash management arrangements for CCOH, iHeartCommunications maintains an intercompany revolving promissory notepayable by iHeartCommunications to CCOH (the “Intercompany Note”), which consists of the net activities resulting from day-to-day cash managementservices provided by iHeartCommunications to CCOH. As of December 31, 2017, the principal amount outstanding under the Intercompany Note was$1,067.6 million. As a result of the Chapter 11 Cases, CCOH wrote down the balance of the note to $212.0 million during the fourth quarter of 2017 to reflectthe estimated recoverable amount of the Intercompany Note as of December 31, 2017, based on CCOH management's best estimate of the cash settlementamount. The Intercompany note is eliminated in consolidation in our consolidated financial statements.The Intercompany Note previously was the subject of litigation. Pursuant to the terms of the settlement of that litigation, CCOH’s board of directorsestablished an intercompany note committee for the specific purpose of monitoring the Intercompany Note. The CCOH Intercompany Note Committee hasthe non-exclusive authority, pursuant to the terms of its charter, to demand payments under the Intercompany Note under certain specified circumstances tiedto the Company’s liquidity or the amount outstanding under the Intercompany Note as long as CCOH makes a simultaneous dividend equal to the amount sodemanded. If the specified circumstances tied to the Company’s liquidity occur, the CCOH Intercompany Note Committee is authorized to demandrepayment of up to the full principal amount of the Intercompany Note, if it declares a simultaneous dividend to CCOH’s stockholders in the same amount.Based on the $1,067.6 million balance outstanding under the Intercompany Note and the ownership of CCOH as of December 31, 2017, if the CCOHIntercompany Note Committee were to demand repayment of the Intercompany Note in full, we would be required to use cash to fund approximately $112.1million, or 10.5% of the dividend, to be paid to the public stockholders of CCOH. As a result of the filing of the Chapter 11 petition, the balance under theIntercompany Note has become immediately due and payable. Pursuant to an order entered by the Bankruptcy Court, as of March 14, 2018, the balance of theIntercompany Note is frozen, and following March 14, 2018, intercompany allocations that would have been reflected in adjustments to the balance of theIntercompany Note are instead reflected in an intercompany balance that accrues interest at a rate equal to the interest under the Intercompany Note.iHeartCommunications' obligations under the Intercompany Note are subject to settlement under a plan of reorganization which must be confirmed by theBankruptcy Court.In the first quarter of 2016, CCOH sold nine non-strategic Americas outdoor markets for an aggregate purchase price of approximately $592.3million in cash and certain advertising assets in Florida (the “Transactions”). On January 21, 2016, the board of directors of CCOH notifiediHeartCommunications of its intent to make a demand for the repayment of $300.0 million outstanding on the Note (the “Demand”) and declared special cashdividends in an aggregate amount of $540.0 million. CCOH made the Demand and the special cash dividend was paid on February 4, 2016. A portion of theproceeds of the Transactions, together with the proceeds from the concurrent $300.0 million repayment of the Note, were used to fund the dividends. Wereceived $486.5 million of the dividend proceeds ($186.5 million net of iHeartCommunications' repayment of the Note) through three of our wholly-ownedsubsidiaries, and approximately $53.5 million was paid to the public stockholders 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. As discussed above under "Recent Liquidity-Generating Transactions," on February 9, 2017, CCOH declared a special dividendof $282.5 million using a portion of the cash proceeds from the sales of certain non-strategic U.S. outdoor markets and of our Australia outdoor business. OnFebruary 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 topublic stockholders of CCOH.73On September 14, 2017, (i) CCOH provided notice of its intent to make a demand (the “First Demand”) for repayment on October 5, 2017 of$25.0 million outstanding under the Intercompany Note, and (ii) the board of directors of CCOH declared a special cash dividend, which was paid onOctober 5, 2017 to CCOH’s Class A and Class B stockholders of record at the closing of business on October 2, 2017, in an aggregate amount equal to$25.0 million, funded with the proceeds of the First Demand. iHeartCommunications received approximately 89.5%, or approximately $22.4 million, of theproceeds of the dividend through its wholly-owned subsidiaries. The remaining approximately 10.5% of the proceeds of the dividend, or approximately$2.6 million, was paid to the public stockholders of CCOH.On October 11, 2017, (i) CCOH provided notice of its intent to make a demand (the “Second Demand”) for repayment on October 31, 2017 of $25.0million outstanding under the Intercompany Note, and (ii) the board of directors of CCOH declared a special cash dividend, which was paid on October 31,2017 to CCOH’s Class A and Class B stockholders of record at the closing of business on October 26, 2017, in an aggregate amount equal to $25.0 million,funded with the proceeds of the Second Demand. iHeartCommunications received approximately 89.5%, or approximately $22.4 million, of the proceeds ofthe dividend through its wholly-owned subsidiaries. The remaining approximately 10.5% of the proceeds of the dividend, or approximately $2.6 million, waspaid to the public stockholders of CCOH.On January 5, 2018, (i) CCOH provided notice of its intent to make a demand (the "Demand") for repayment on January 24, 2018 of $30.0 millionoutstanding under the Intercompany Note, and (ii) the board of directors of CCOH declared a special cash dividend, which was paid on January 24, 2018 toCCOH’s Class A and Class B stockholders of record at the closing of business on January 19, 2018, in an aggregate amount equal to $30.0 million, fundedwith the proceeds of the Demand. iHeartCommunications received approximately 89.5%, or approximately $26.8 million, of the proceeds of the dividendthrough its wholly-owned subsidiaries. The remaining approximately 10.5% of the proceeds of the dividend, or approximately $3.2 million, was paid to thepublic 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.74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 31,2017 were as follows. The Debtors are in the process of evaluating their executory contracts in order to determine which contracts will be assumed, assumedand assigned, or rejected in their Chapter 11 Cases. Therefore, obligations as currently quantified in the table below and in the text immediately followingthe footnotes to the table will continue to change.(In thousands)Payments due by PeriodContractual ObligationsTotal 2018 2019-2020 2021-2022 ThereafterLong-term Debt: Secured Debt$13,283,883 $12,870,997 $405,553 $594 $6,739Senior Notes due 2021 (2)1,886,585 1,886,585 — — —iHeartCommunications Legacy Notes:475,000 475,000 — — —Senior Notes due 2018 (1)47,482 47,482 — — —CCWH Senior Notes2,725,000 — — 2,725,000 —CCWH Senior Subordinated Notes2,200,000 — 2,200,000 — —CCIBV Senior Notes375,000 — 375,000 — —Other Long-term Debt24,615 10,478 8,795 5,342 —Interest payments on long-term debt (3)5,228,607 1,801,439 2,338,893 923,223 165,052Non-cancelable operating leases 4,089,643 492,013 859,994 687,576 2,050,060Non-cancelable contracts2,045,981 492,177 721,802 438,289 393,713Employment/talent contracts223,678 81,753 121,615 20,310 —Capital expenditures68,110 38,444 10,699 9,090 9,877Unrecognized tax benefits (4)112,429 — — — 112,429Other long-term obligations (5)367,779 8,438 44,470 49,322 265,549Total$33,153,792 $18,204,806 $7,086,821 $4,858,746 $3,003,419(1)iHeartCommunications repaid the 10.0% Senior Notes due 2018 in full on January 16, 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. AHYDO payments of $133.1 million aredue in the years 2019-2020. The table includes the current principal amount of Senior Notes due 2021 and reflects the assumption of additional PIKnotes of $122.7 million to be issued at each successive interest payment date in the future until maturity. The Senior Notes due 2021 balance reflectsthe Company's obligations as of December 31, 2017(3)Interest payments on long-term debt reflect the Company's obligations as of December 31, 2017. Interest payments on the senior secured creditfacilities assume the interest rate is held constant over the remaining term. During the Chapter 11 Cases interest obligations will not be paid on theDebtors' debt agreements.(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 $47.1 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 $320.7 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.75 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, 2017, 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, 2017 would have changed by$38.9 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 $7.9 million for year ended December 31, 2017. We estimate a 10% increase in thevalue of the U.S. dollar relative to foreign currencies would have decreased our net income for the year ended December 31, 2017 by $0.8 million. A 10%decrease in the value of the U.S. dollar relative to foreign currencies during the year ended December 31, 2017 would have increased our net income by acorresponding amount.This analysis does not consider the implications that such currency fluctuations could have on the overall economic activity that could exist in suchan environment in the U.S. or the foreign countries or on the results of operations of these foreign entities.InflationInflation is a factor in the economies in which we do business and we continue to seek ways to mitigate its effect. Inflation has affected ourperformance in terms of higher costs for wages, salaries and equipment. Although the exact impact of inflation is indeterminable, we believe we have offsetthese higher costs by increasing the effective advertising rates of most of our broadcasting stations and outdoor display faces in our iHM, Americas outdoorand International outdoor operations.NEW ACCOUNTING PRONOUNCEMENTSDuring the 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 consolidated revenues, operating income orbalance sheets as a result of the implementation of this standard.During the first quarter of 2016, the FASB issued Accounting Standards Update No. 2016-01 (ASU 2016-01), Financial Instruments-Overall(Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 amends various aspects of the recognition,measurement, presentation, and disclosure for financial instruments. With respect to our consolidated financial statements, the most significant impact relatesto the accounting for equity investments. The guidance will impact the disclosure and presentation of financial assets and liabilities. ASU 2016-01 iseffective for annual reporting periods,76and interim periods within those years beginning after December 15, 2017. Early adoption by public entities is permitted only for certain provisions. TheCompany is currently in the process of evaluating the impact of the adoption of this standard on our consolidated financial statements.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.During the first quarter of 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350). This update eliminates therequirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Entities will record an impairment charge based on theexcess of a reporting unit's carrying amount over its fair value. The standard is effective for annual and any interim impairment tests performed for periodsbeginning after December 15, 2019. The Company is currently evaluating the impact of the provisions of this new standard on its consolidated financialstatements.During the second quarter of 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718). This update mandates thatentities will apply the modification accounting guidance if the value, vesting conditions or classification of a stock-based award changes. Entities will haveto make all of the disclosures about modifications that are required today, in addition to disclosing that compensation expense hasn't changed. Additionally,the new guidance also clarifies that a modification to an award could be significant and therefore require disclosure, even if the modification accounting isnot required. The guidance will be applied prospectively to awards modified on or after the adoption date and is effective for annual periods, and interimperiods within those annual periods, beginning after December 15, 2017. The Company does not expect that the adoption of this guidance will have materialeffect on the Company's consolidated 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.The consolidated financial statements and related notes have been prepared assuming that the Company will continue as a going concern, althoughthe Chapter 11 Cases filed on March 14, 2018 raises substantial doubt about the Company’s ability to continue as a going concern. The consolidatedfinancial statements do not include any adjustments related to the recoverability and classification of recorded assets or to the amounts and classification ofliabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern.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, 2017 would have changed by approximately $4.9 million.LeasesThe most significant estimates used by management in accounting for leases and the impact of these estimates are as follows:Expected lease term Our expected lease term includes both contractual lease periods and cancelable option periods where failure to exercise suchoptions would result in an economic penalty. The expected lease term is used in determining whether the lease is accounted for as an operating lease or acapital lease. A lease is considered a capital lease if the lease term exceeds 75% of the leased asset's useful life. The expected lease term is also used indetermining the depreciable life of the asset. An increase in the expected lease term will increase the probability that a lease may be considered a capital leaseand will generally result in higher interest and depreciation expense for a leased property recorded on our balance sheet.Incremental borrowing rate The incremental borrowing rate is primarily used in determining whether the lease is accounted for as an 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, withlarge 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.Annual Impairment TestThe Company performs its annual impairment test on goodwill and indefinite-lived intangible assets as of July 1 of each year.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. 77Thus, the buyer incurs start-up costs during the build-up phase which are normally associated with going concern value. Initial capital costs are deductedfrom the discounted cash flows model which results in value that is directly attributable to the indefinite-lived intangible assets.Our key assumptions using the direct valuation method are market revenue growth rates, 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.On July 1, 2017, we performed our annual impairment test in accordance with ASC 350-30-35 and recognized an impairment of $6.0 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 25.0%, depending on market size;and•Assumed discount rates of 8.0% for the 13 largest markets and 8.5% for all other markets.In determining the fair value of our billboard permits, the following key assumptions were used:•Industry revenue growth forecasts between 0.5% and 3.5% were 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 55.9%, 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 $485,735 $183,700 $549,775Billboard permits $1,107,600 $161,800 $1,118,300The estimated fair value of our FCC licenses and billboard permits at July 1, 2017 was $7.0 billion ($3.2 billion for FCC licenses and $3.7 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, 2016 was$7.1 billion ($3.1 billion for FCC licenses and $4.0 billion for billboard permits), while the carrying value was $3.4 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.78On July 1, 2017, we performed our annual impairment test in accordance with ASC 350-30-35, resulting in a goodwill impairment charge of $1.6million 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 2017 through 2021. 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 2021 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 (beyond 2024).•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.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 $1,180,000 $310,000 $1,150,000Americas Outdoor $820,000 $170,000 $780,000International Outdoor $260,000 $210,000 $220,000Tax 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.On December 22, 2017, the U.S. government enacted comprehensive income tax legislation, referred to as The Tax Cuts and Jobs Act (the Act). TheAct, among other things, reduces the U.S. federal corporate tax rate from 35 percent to 21 percent, requires companies to pay a one-time transition tax onearnings of certain foreign subsidiaries that were previously tax deferred, and creates new taxes on certain foreign earnings. To account for the reduction inthe U.S. federal corporate income tax rate, we remeasured our deferred tax assets and liabilities based on the rates at which they are expected to reverse in thefuture, generally 21 percent. To determine the one-time deemed repatriation income tax impact, we analyzed our cumulative foreign earnings and profits inaccordance with the rules provided in the Tax Act. As a result of the Company's net deficit in foreign earnings and profits we do not expect to record any one-time tax expenses.79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, 2017.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, 2017 would have affected our net loss by approximately $1.6 million for the year ended December 31, 2017.Asset Retirement ObligationsASC 410-20 requires us to estimate our obligation upon the termination or nonrenewal of a lease, to dismantle and remove our billboard structuresfrom the leased land and to reclaim the site to its original condition.Due to the high rate of lease renewals over a long period of time, our calculation assumes all related assets will be removed at some period over thenext 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, 2017 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.80ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAReport of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of iHeartMedia, Inc.Opinion on the Financial StatementsWe have audited the accompanying consolidated balance sheets of iHeartMedia, Inc. and subsidiaries (the Company) as of December 31, 2017 and 2016, therelated consolidated statements of comprehensive loss, changes in stockholders' deficit and cash flows for each of the three years in the period endedDecember 31, 2017, and the related notes and the financial statement schedule listed in the Index at Item 15(a)2 (collectively referred to as the "consolidatedfinancial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company atDecember 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, inconformity with U.S. generally accepted accounting principles.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company'sinternal control over financial reporting as of December 31, 2017, based on the criteria established in Internal Control-Integrated Framework issued by theCommittee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated May 3, 2018 expressed an adverse opinionthereon.The Company's Ability to Continue as a Going ConcernThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note1 to the consolidated financial statements, on March 14, 2018, the Company and certain subsidiaries, excluding Clear Channel Outdoor Holdings, Inc. andits subsidiaries, filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. These circumstances and uncertainties inherent inthe bankruptcy proceedings raise substantial doubt about the Company's ability to continue as a going concern. Management's evaluation of the events andconditions and management's plans regarding these matters are also described in Note 1. The consolidated financial statements do not include anyadjustments that might result from the outcome of this uncertainty.Basis for OpinionThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financialstatements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Companyin accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing proceduresto assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also includedevaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financialstatements. We believe that our audits provide a reasonable basis for our opinion./s/ Ernst & Young LLPWe have served as the Company's auditor since at least 1986, but we are unable to determine the specific year.San Antonio, TexasMay 3, 201881CONSOLIDATED BALANCE SHEETS OFIHEARTMEDIA, INC. AND SUBSIDIARIES(In thousands)December 31, December 31, 2017 2016CURRENT ASSETS Cash and cash equivalents$267,109 $845,030Accounts receivable, net of allowance of $48,450 in 2017 and $33,882 in 20161,508,370 1,364,404Prepaid expenses209,330 184,586Assets held for sale— 55,602Other current assets82,538 55,065Total Current Assets2,067,347 2,504,687PROPERTY, PLANT AND EQUIPMENT Structures, net1,180,882 1,196,676Other property, plant and equipment, net703,832 751,486INTANGIBLE ASSETS AND GOODWILL Indefinite-lived intangibles - licenses2,451,813 2,413,899Indefinite-lived intangibles - permits977,152 960,966Other intangibles, net550,056 740,508Goodwill4,051,082 4,066,575OTHER ASSETS Other assets278,267 227,450Total Assets$12,260,431 $12,862,247CURRENT LIABILITIES Accounts payable$163,449 $142,600Accrued expenses764,275 724,793Accrued interest268,102 264,170Deferred income186,404 200,103Current portion of long-term debt14,972,367 342,908Total Current Liabilities16,354,597 1,674,574Long-term debt5,676,814 20,022,080Deferred income taxes959,390 1,457,095Other long-term liabilities597,085 593,973Commitments and contingent liabilities (Note 6) STOCKHOLDERS’ DEFICIT Noncontrolling interest42,764 135,778Class A Common Stock, par value $.001 per share, authorized 400,000,000 shares, issued 32,626,168 and 31,502,448shares in 2017 and 2016, respectively32 31Class B Common Stock, par value $.001 per share, authorized 150,000,000 shares, issued 555,556 shares in 2017 and20161 1Class C Common Stock, par value $.001 per share, authorized 100,000,000 shares, issued 58,967,502 shares in 2017 and201659 59Class D Common Stock, par value $.001 per share, authorized 200,000,000 shares, no shares issued in 2017 and 2016— —Additional paid-in capital2,072,566 2,070,603Accumulated deficit(13,127,843) (12,733,952)Accumulated other comprehensive loss(312,560) (355,876)Cost of shares (610,991 in 2017 and 389,920 in 2016) held in treasury(2,474) (2,119)Total Stockholders' Deficit(11,327,455) (10,885,475)Total Liabilities and Stockholders' Deficit$12,260,431 $12,862,247See Notes to Consolidated Financial Statements82CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS OFIHEARTMEDIA, INC. AND SUBSIDIARIES(In thousands, except per share data)Years Ended December 31, 2017 2016 2015Revenue$6,170,994 $6,260,062 $6,241,516Operating expenses: Direct operating expenses (excludes depreciation and amortization)2,461,722 2,398,776 2,471,113Selling, general and administrative expenses (excludes depreciation andamortization)1,851,646 1,725,899 1,704,352Corporate expenses (excludes depreciation and amortization)311,898 341,072 315,143Depreciation and amortization601,295 635,227 673,991Impairment charges10,199 8,000 21,631Other operating income, net35,704 353,556 94,001Operating income969,938 1,504,644 1,149,287Interest expense1,865,584 1,849,982 1,805,496Loss on investments, net(4,872) (12,907) (4,421)Equity in loss of nonconsolidated affiliates(2,855) (16,733) (902)Gain (loss) on extinguishment of debt1,271 157,556 (2,201)Other income (expense), net(15,322) (73,102) 13,056Loss before income taxes(917,424) (290,524) (650,677)Income tax benefit (expense)457,406 50,474 (86,957)Consolidated net loss(460,018) (240,050) (737,634)Less amount attributable to noncontrolling interest(66,127) 56,312 17,140Net loss attributable to the Company$(393,891) $(296,362) $(754,774)Other comprehensive income (loss), net of tax: Foreign currency translation adjustments45,661 21,983 (114,906)Unrealized holding gain (loss) on marketable securities(414) (576) 553Other adjustments to comprehensive income (loss)6,720 (11,814) (10,266)Reclassification adjustments5,441 46,730 808Other comprehensive income (loss)57,408 56,323 (123,811)Comprehensive loss(336,483) (240,039) (878,585)Less amount attributable to noncontrolling interest14,092 (2,208) (22,410)Comprehensive loss attributable to the Company$(350,575) $(237,831) $(856,175) Net loss attributable to the Company per common share: Basic$(4.64) $(3.50) $(8.96)Weighted average common shares outstanding - Basic84,967 84,569 84,278Diluted$(4.64) $(3.50) $(8.96)Weighted average common shares outstanding - Diluted84,967 84,569 84,278See Notes to Consolidated Financial Statements83CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT OFIHEARTMEDIA, INC. AND SUBSIDIARIES(In thousands, except per share data) Controlling Interest Common Shares(1) Non-controllingInterest CommonStock AdditionalPaid-inCapital AccumulatedDeficit AccumulatedOtherComprehensiveIncome (Loss) TreasuryStock Class CShares Class BShares Class AShares TotalBalances atDecember 31, 201458,967,502 555,556 29,307,583 $224,533 $89 $2,102,822 $(11,682,816) $(308,590) $(1,246) $(9,665,208)Consolidated net income(loss) 17,140 — — (754,774) — — (737,634)Issuance of restricted stock 987,874 2,886 1 (1) — — (671) 2,215Amortization of share-basedcompensation 8,502 — 2,565 — — — 11,067Purchases of additionalnoncontrolling interest (1,978) — (36,403) — (4,416) — (42,797)Dividend declared and paidto noncontrolling 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 $178,160 $90 $2,068,983 $(12,437,590) $(414,407) $(1,917) $(10,606,681)Consolidated net income(loss) 56,312 — — (296,362) — — (240,050)Issuance of restricted stock 1,206,991 (1,366) 1 (1) — — (199) (1,565)Amortization of share-basedcompensation 10,291 — 2,842 — — — 13,133Purchases of additionalnoncontrolling interest 1,224 — (1,224) — — — —Disposal of noncontrollinginterest (36,846) — — — — — (36,846)Dividend declared and paidto noncontrolling interests (70,412) — — — — — (70,412)Other 623 — 3 — — (3) 623Other comprehensiveincome (loss) (2,208) — — — 58,531 — 56,323Balances atDecember 31, 201658,967,502 555,556 31,502,448 $135,778 $91 $2,070,603 $(12,733,952) $(355,876) $(2,119) $(10,885,475)Consolidated net loss (66,127) — — (393,891) — — (460,018)Issuance of restricted stock 1,123,720 (1,468) 1 (1) — — (355) (1,823)Amortization of share-basedcompensation 9,590 — 2,488 — — — 12,078Purchases of additionalnoncontrolling interest (703) — (524) — — — (1,227)Disposal of noncontrollinginterest (2,439) — — — — — (2,439)Dividend declared and paidto noncontrolling interests (46,151) — — — — — (46,151)Other 192 — — — — — 192Other comprehensiveincome 14,092 — — — 43,316 — 57,408Balances atDecember 31, 201758,967,502 555,556 32,626,168 $42,764 $92 $2,072,566 $(13,127,843) $(312,560) $(2,474) $(11,327,455)(1) The Company's Class D Common Stock is not presented in the data above as there were no shares issued and outstanding in 2017, 2016 and 2015, respectively.See Notes to Consolidated Financial Statements84CONSOLIDATED STATEMENTS OF CASH FLOWS OFIHEARTMEDIA, INC. AND SUBSIDIARIES(In thousands)Years Ended December 31, 2017 2016 2015Cash flows from operating activities: Consolidated net loss$(460,018) $(240,050) $(737,634)Reconciling items: Impairment charges10,199 8,000 21,631Depreciation and amortization601,295 635,227 673,991Deferred taxes(488,217) (98,127) 27,848Provision for doubtful accounts38,944 27,390 30,579Amortization of deferred financing charges and note discounts, net57,474 69,951 63,838Share-based compensation12,078 13,133 11,067Gain on disposal of operating and other assets(44,461) (365,710) (107,186)Loss on investments4,872 12,907 4,421Equity in loss of nonconsolidated affiliates2,855 16,733 902(Gain) loss on extinguishment of debt(1,271) (157,556) 2,201Barter and trade income(42,210) (38,323) (14,372)Other reconciling items, net(28,448) 71,443 (14,118)Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: Increase in accounts receivable(149,347) (14,469) (121,574)Increase in prepaid expenses and other current assets(28,433) (2,753) (20,631)Increase (decrease) in accrued expenses4,133 (2,862) (15,841)Increase in accounts payable15,736 3,065 27,385Increase in accrued interest41,006 20,809 59,608Increase (decrease) in deferred income(26,533) 23,661 23,516Changes in other operating assets and liabilities(23,394) 3,549 7,065Net cash used for operating activities(503,740) (13,982) (77,304)Cash flows from investing activities: Purchases of other investments(26,890) (29,031) (29,006)Proceeds from sale of other investments5,071 5,367 579Purchases of property, plant and equipment(291,966) (314,717) (296,380)Proceeds from disposal of assets82,987 856,981 414,278Purchases of other operating assets(1,213) (4,414) (29,159)Change in other, net(4,060) (3,271) (30,078)Net cash provided by (used for) investing activities(236,071) 510,915 30,234Cash flows from financing activities: Draws on credit facilities100,000 100,000 350,000Payments on credit facilities(25,909) (2,100) (123,849)Proceeds from long-term debt156,000 6,856 1,172,777Payments on long-term debt(9,946) (421,263) (931,420)Payments to repurchase noncontrolling interests(1,227) — (42,797)Dividends and other payments to noncontrolling interests(46,477) (89,631) (30,871)Change in other, net(21,106) (12,093) (16,430)Net cash provided by (used for) financing activities151,335 (418,231) 377,410Effect of exchange rate changes on cash10,555 (6,350) (14,686)Net increase (decrease) in cash and cash equivalents(577,921) 72,352 315,654Cash and cash equivalents at beginning of period845,030 772,678 457,024Cash and cash equivalents at end of period$267,109 $845,030 $772,678SUPPLEMENTAL DISCLOSURES: Cash paid during the year for interest$1,772,405 $1,764,776 $1,686,988Cash paid during the year for taxes35,505 44,844 52,169See Notes to Consolidated Financial Statements85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, which is ancillary to its other businesses.During the first quarter of 2018, the Company reevaluated its segment reporting and determined that its Latin America operations should be managed by itsInternational outdoor leadership team. As such, beginning January 1, 2018, our Latin American operations will be included in our International outdoorsegment.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 2017 presentation.Included in Selling, general and administrative expenses and Interest expense is $9.6 million and $1.4 million, respectively, recorded in the fourth quarter of2017 to correct for accounting errors included in the results for our China subsidiary reported in prior years. Such corrections are not considered to bematerial to current year or prior year 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.On March 14, 2018, the Company, iHeartCommunications and certain of the Company's direct and indirect domestic subsidiaries (collectively, the"Debtors") filed voluntary petitions for relief (the "Chapter 11 Cases") under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code"), inthe United States Bankruptcy Court for the Southern District of Texas, Houston Division (the "Bankruptcy Court"). Clear Channel Outdoor Holdings, Inc.(“CCOH”) and its direct and indirect subsidiaries did not file voluntary petitions for reorganization under the Bankruptcy Code and are not Debtors in theChapter 11 Cases.86IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe Chapter 11 Cases are being administered under the caption In re: iHeartMedia, Inc., Case No. 18-31274 (MI). The Debtors will continue to operate theirbusinesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the BankruptcyCode and orders of the Bankruptcy Court.On March 16, 2018, the Debtors entered into a Restructuring Support Agreement (the “RSA”) with certain creditors and equityholders (the “ConsentingStakeholders”). The RSA contemplates the restructuring and recapitalization of the Debtors (the “Restructuring Transactions”), which will be implementedthrough a plan of reorganization in the Chapter 11 Cases, if confirmed by the Bankruptcy Court. Pursuant to the RSA, the Consenting Stakeholders haveagreed to, among other things, support the Restructuring Transactions and vote in favor of a plan of reorganization to effect the Restructuring Transactions.The RSA provides certain milestones for the Restructuring Transactions. Failure of the Debtors to satisfy these milestones without a waiver or consensualamendment would provide the Consenting Stakeholders a termination right under the RSA. These milestones include (i) the filing of a plan of reorganization,disclosure statement and motion for approval of the disclosure statement, in form and substance reasonably acceptable to the Debtors and the ConsentingStakeholders, by April 28, 2018, (ii) the entry of an order approving the disclosure statement by July 7, 2018, (iii) the entry of an order confirming the plan ofreorganization within 75 days of the entry of an order approving the disclosure statement and (iv) the effective date of the plan of reorganization occurring byMarch 14, 2019.In general, as debtors-in-possession under the Bankruptcy Code, we are authorized to continue to operate as an ongoing business, but may not engage intransactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. Pursuant to first day motions filed with theBankruptcy Court, the Bankruptcy Court authorized us to conduct our business activities in the ordinary course, including, among other things and subjectto the terms and conditions of such orders, authorizing us to: (i) pay employees’ wages and related obligations; (ii) continue to operate our cash managementsystem in a form substantially similar to prepetition practice; (iii) use cash collateral on an interim basis; (iv) continue to honor certain obligations related toon-air talent, station affiliates and royalty obligations; (v) continue to maintain certain customer programs; (vi) pay taxes in the ordinary course; (vii)continue our surety bond program; and (viii) maintain our insurance program in the ordinary course.iHeartCommunications, which is a Debtor in the Chapter 11 Cases, provides the day-to-day cash management services for CCOH’s cash activities andbalances in the U.S. pursuant to the Corporate Services Agreement between iHeartCommunications and CCOH, and is continuing to do so during the Chapter11 Cases pursuant to a cash management order approved by the Bankruptcy Court. CCOH does not have any material committed external sources of capitalother than iHeartCommunications. iHeartCommunications' filing of the Chapter 11 Cases constitutes an event of default that accelerated its obligations under its debt agreements. Due to theChapter 11 Cases, however, the creditors’ ability to exercise remedies under iHeartCommunications' debt agreements were stayed as of March 14, 2018, thedate of the Chapter 11 petition filing, and continue to be stayed.Going ConcernThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and contemplate therealization of assets and the satisfaction of liabilities in the normal course of business. The Company’s ability to continue as a going concern is contingentupon the Company’s ability to successfully implement the Company’s plan of reorganization, among other factors. As a result of the Chapter 11 Cases, therealization of assets and the satisfaction of liabilities are subject to uncertainty. While operating as debtors-in-possession under Chapter 11, the Companymay sell or otherwise dispose of or liquidate assets or settle liabilities, subject to the approval of the Bankruptcy Court or as otherwise permitted in theordinary course of business, for amounts other than those reflected in the accompanying consolidated financial statements. Further, the plan of reorganizationcould materially change the amounts and classifications of assets and liabilities reported in the consolidated financial statements. The accompanyingconsolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification ofliabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern or as a consequence of the Chapter11 Cases. As a result of our financial condition, the defaults under our debt agreements, and the risks and uncertainties surrounding the Chapter 11 Cases,substantial doubt exists that we will be able to continue as a going concern.Cash and Cash EquivalentsCash and cash equivalents include all highly liquid investments with an original maturity of three months or less.Accounts Receivable87IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSAccounts receivable are recorded at the invoiced amount, net of reserves for sales returns and allowances, and allowances for doubtful accounts. TheCompany evaluates the collectability of its accounts receivable based on a combination of factors. In circumstances where it is aware of a specific customer’sinability to meet its financial obligations, it records a specific reserve to reduce the amounts recorded to what it believes will be collected. For all othercustomers, it recognizes reserves for bad debt based on historical experience of bad debts as a percent of revenue for each business unit, adjusted for relativeimprovements or deteriorations in the agings and changes in current economic conditions. The Company believes its concentration of credit risk is limiteddue to the large number and the geographic diversification of its customers.Business CombinationsThe Company accounts for its business combinations under the acquisition method of accounting. The total cost of an acquisition is allocated to theunderlying identifiable net assets, based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the netassets acquired is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management's judgment and ofteninvolves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset livesand market multiples, among other items. Various acquisition agreements may include contingent purchase consideration based on performancerequirements of the investee. The Company accounts for these payments in conformity with the provisions of ASC 805-20-30, which establish therequirements related to recognition of certain assets and liabilities arising from contingencies.Property, Plant and EquipmentProperty, plant and equipment are stated at cost. Depreciation is computed using the straight-line method at rates that, in the opinion of management, areadequate to allocate the cost of such assets over their estimated useful lives, which are as follows:Buildings and improvements – 10 to 39 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.88IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIntangible AssetsThe Company’s indefinite-lived intangible assets include FCC broadcast licenses in its iHM segment and billboard permits in its Americas outdooradvertising segment. The Company’s indefinite-lived intangible assets are not subject to amortization, but are tested for impairment at least annually. TheCompany tests for possible impairment of indefinite-lived intangible assets whenever events or changes in circumstances, such as a significant reduction inoperating cash flow or a dramatic change in the manner for which the asset is intended to be used indicate that the carrying amount of the asset may not berecoverable.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 Americassegment and its International outdoor segment each country constitutes a separate reporting unit. The Company recognized goodwill impairment of $1.6million in 2017 related to one of our International outdoor markets. The Company recognized goodwill impairment of $7.3 million in 2016 related to onemarket in the Company's International outdoor segment. The Company had no impairment of goodwill in 2015.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 and notes receivable. Securities for which fair value is determinable are classified as available-for-sale or trading and are carried at fair value based on quoted market prices. Investments are carried at historical cost when quoted market prices areunavailable. The net unrealized gains or losses on the available-for-sale securities, net of tax, are reported in accumulated other comprehensive loss as acomponent of stockholders' 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 31,2017, 2016 and 2015 and recorded noncash impairment89IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTScharges of $4.2 million, $14.8 million and $5.0 million during 2017, 2016 and 2015, respectively. Such charge is recorded on the statement ofcomprehensive loss in “Loss on investments, net”.Financial InstrumentsDue to their short maturity, the carrying amounts of accounts and notes receivable, accounts payable, accrued liabilities, and short-term borrowingsapproximated their fair values at December 31, 2017 and 2016.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. The Company has not provided U.S. federalincome taxes for temporary differences with respect to investments in foreign subsidiaries, which at December 31, 2017 currently result in tax basis amountsgreater than the financial reporting basis. It is not apparent that these unrecognized deferred tax assets will reverse in the foreseeable future. If any excesscash held by our foreign subsidiaries were needed to fund operations in the U.S., we could presently repatriate available funds without a requirement toaccrue or pay U.S. taxes as a result of significant deficits, as calculated for tax law purposes, in our foreign earnings and profits, which gives us flexibility tomake future cash distributions as non-taxable returns of capital. Additionally, as a result of U.S. tax reform, future dividend distributions from ourinternational subsidiaries are exempt from U.S. federal income tax beginning January 1, 2018. We regularly review our tax liabilities on amounts that may bedistributed in future periods and provide for foreign withholding and other current and deferred taxes on any such amounts.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 trade and barter 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. Trade and barterrevenues and expenses from continuing operations are included in consolidated revenue and selling, general and administrative expenses, respectively. Trade and barter revenues and expenses from continuing operations were as follows:(In millions)Years Ended December 31, 2017 2016 2015Trade and barter revenues$243.3 $165.8 $133.5Trade and barter expenses205.1 115.1 112.1Trade and barter revenues for our iHeartMedia segment were $226.7 million, $153.3 million and $118.3 million for the years ended December 31, 2017, 2016and 2015, respectively. Trade and barter expenses for our iHeartMedia segment were $191.1 million, $103.1 million and $103.4 million for the years endedDecember 31, 2017, 2016 and 2015, respectively.Advertising ExpenseThe Company records advertising expense as it is incurred. Advertising expenses were $201.5 million, $132.7 million and $129.1 million for the yearsended December 31, 2017, 2016 and 2015, respectively, which include $146.1 million, $68.9 million and $70.8 million in barter advertising, respectively.90IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSShare-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.Foreign CurrencyResults of operations for foreign subsidiaries and foreign equity investees are translated into U.S. dollars using average exchange rates during the year. Theassets 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 Other income (expense), net in the Statement of Comprehensive Loss.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 Company isusing the full retrospective method. The Company has completed its evaluation of the changes from adopting the new standard on its future financialreporting and disclosures, which included reviews of contractual terms for all of the Company’s significant revenue streams and the development of animplementation plan. The Company has executed on its implementation plan, including drafting a detailed policy and training segment personnel. Based onits evaluation, the Company does not expect material changes to its consolidated revenues, operating income or balance sheets as a result of theimplementation of this standard.During the first quarter of 2016, the FASB issued Accounting Standards Update No. 2016-01 (ASU 2016-01), Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 amends various aspects of the recognition, measurement,presentation, and disclosure for financial instruments. With respect to our consolidated financial statements, the most significant impact relates to theaccounting for equity investments. The guidance will impact the disclosure and presentation of financial assets and liabilities. ASU 2016-01 is effective forannual reporting periods, and interim periods within those years beginning after December 15, 2017. Early adoption by public entities is permitted only forcertain provisions. The Company is currently in the process of evaluating the impact of the adoption of this standard on our consolidated financialstatements.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. The Company expectsthe primary impact to our consolidated financial statements will be the recognition, on a discounted basis, of our minimum commitments under non-cancelable operating leases on our consolidated balance sheets resulting in the recording of right of use assets and lease obligations. Our current minimumcommitments under non-cancelable operating leases are disclosed in Note 5.During the first quarter of 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350). This update eliminates the requirement tocalculate the implied fair value of goodwill to measure a goodwill impairment charge. Entities will record an impairment charge based on the excess of areporting unit's carrying amount over its fair value. The standard is effective for annual and any interim impairment tests performed for periods beginningafter December 15, 2019. The Company is currently evaluating the impact of the provisions of this new standard on its consolidated financial statements.91IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSDuring the second quarter of 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718). This update mandates that entities willapply the modification accounting guidance if the value, vesting conditions or classification of a stock-based award changes. Entities will have to make allof the disclosures about modifications that are required today, in addition to disclosing that compensation expense hasn't changed. Additionally, the newguidance also clarifies that a modification to an award could be significant and therefore require disclosure, even if the modification accounting is notrequired. The guidance will be applied prospectively to awards modified on or after the adoption date and is effective for annual periods, and interim periodswithin those annual periods, beginning after December 15, 2017. The Company does not expect that the adoption of this guidance will have material effecton the Company's consolidated financial statements.NOTE 2 – PROPERTY, PLANT AND EQUIPMENT, INTANGIBLEASSETS AND GOODWILLAcquisitions and DispositionsIn January 2017, Americas outdoor sold its Indianapolis, Indiana market to Fairway Media Group, LLC in exchange for certain assets in Atlanta, Georgia witha fair value of $39.4 million, plus $43.1 million in cash, net of closing costs. The assets acquired as part of the transaction consisted of $9.9 million in fixedassets and $29.5 million in intangible assets (including $2.3 million in goodwill). The Company recognized a net gain of $28.9 million related to the sale,which is included within Other operating income (expense), net.During the third quarter of 2017, Americas outdoor sold its ownership interest in a joint venture in Canada. As a result, the Company recognized a net loss onsale of $12.1 million, including a $6.3 million cumulative translation adjustment, which is included within Other operating income (expense), net.During the fourth quarter of 2017, iHM exchanged four radio stations in Chattanooga, TN and six radio stations in Richmond, VA for four radio stations inBoston, MA and three radio stations in Seattle, WA, owned by Entercom Communications Corp. The assets acquired as part of the transaction consisted of$8.1 million in fixed assets and $63.2 million in intangible assets (including $2.4 million in goodwill). The Company recognized a net gain of $15.4 millionrelated to the sale, which is included within Other operating income, net.Property, Plant and EquipmentThe Company’s property, plant and equipment consisted of the following classes of assets as of December 31, 2017 and 2016, respectively:(In thousands)December 31, December 31, 2017 2016Land, buildings and improvements$562,702 $570,566Structures2,864,442 2,684,673Towers, transmitters and studio equipment356,664 350,760Furniture and other equipment707,163 622,848Construction in progress74,810 91,655 4,565,781 4,320,502Less: accumulated depreciation2,681,067 2,372,340Property, plant and equipment, net$1,884,714 $1,948,162The Company recognized an impairment of $2.6 million during the year ended December 31, 2017 in relation to advertising assets that were no longer usablein one country in the Company's International outdoor segment.92IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIndefinite-lived Intangible AssetsThe Company’s indefinite-lived intangible assets consist of FCC broadcast licenses and billboard permits. FCC broadcast licenses are granted to radiostations for up to eight years under the Telecommunications Act of 1996 (the “Act”). The Act requires the FCC to renew a broadcast license if the FCC findsthat the station has served the public interest, convenience and necessity, there have been no serious violations of either the Communications Act of 1934 orthe FCC’s rules and regulations by the licensee, and there have been no other serious violations which taken together constitute a pattern of abuse. Thelicenses may be renewed indefinitely at little or no cost. The Company does not believe that the technology of wireless broadcasting will be replaced in theforeseeable future.The Company’s billboard permits are granted for the right to operate an advertising structure at the specified location as long as the structure is in compliancewith the laws and regulations of each jurisdiction. The Company’s permits are located on owned land, leased land or land for which we have acquiredpermanent easements. In cases where the Company’s permits are located on leased land, the leases typically have initial terms of between 10 and 20 yearsand renew indefinitely, with rental payments generally escalating at an inflation-based index. If the Company loses its lease, the Company will typicallyobtain permission to relocate the permit or bank it with the municipality for future use. Due to significant differences in both business practices andregulations, billboards in the International outdoor segment are subject to long-term, finite contracts unlike the Company’s permits in the United States andCanada. Accordingly, there are no indefinite-lived intangible assets in the International outdoor segment.Annual Impairment Test to 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 2017, the Company recognized an impairment charge of $6.0 million related to FCC licenses in one market. During 2016, the Company recognizedan impairment charge of $0.7 million related to FCC licenses in one market. During 2015, the Company recognized an impairment charge of $21.6 millionrelated to billboard permits in one market.Other Intangible Assets93IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSOther 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 future cash flows. Permanent easements are indefinite-lived intangible assets which include certain rights to use real propertynot owned by the Company. The Company periodically reviews the appropriateness of the amortization periods related to its definite-lived intangibleassets. These assets are recorded at cost.The following table presents the gross carrying amount and accumulated amortization for each major class of other intangible assets as of December 31, 2017and 2016, respectively:(In thousands)December 31, 2017 December 31, 2016 Gross CarryingAmount AccumulatedAmortization Gross CarryingAmount AccumulatedAmortizationTransit, street furniture and other outdoor contractual rights$548,918 $(440,284) $563,863 $(426,752)Customer / advertiser relationships1,226,314 (1,133,251) 1,222,519 (1,012,380)Talent contracts161,962 (138,728) 319,384 (281,060)Representation contracts77,507 (62,753) 253,511 (229,413)Permanent easements162,920 — 159,782 —Other372,292 (224,841) 390,171 (219,117)Total$2,549,913 $(1,999,857) $2,909,230 $(2,168,722)Total amortization expense related to definite-lived intangible assets for the years ended December 31, 2017, 2016 and 2015 was $197.2 million, $222.6million, and $237.5 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) 2018$131,681201944,972202038,307202133,618202228,742Annual 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 goodwill94IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSrequires the Company to make estimates and assumptions about sales, operating margins, growth rates and discount rates based on its budgets, businessplans, economic projections, anticipated future cash flows and marketplace data. There are inherent uncertainties related to these factors and management’sjudgment in applying these factors.The Company recognized goodwill impairment of $1.6 million during the year ended December 31, 2017 related to one market in the Company'sInternational outdoor segment. The Company recognized goodwill impairment of $7.3 million during the year year ended December 31, 2016 related to onemarket in the Company's International outdoor segment.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, 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 $4,066,575Impairment— — (1,591) — (1,591)Acquisitions2,442 2,252 — — 4,694Dispositions(35,715) — (1,817) — (37,532)Foreign currency— 777 18,070 — 18,847Assets held for sale— 89 — — 89Balance as of December 31, 2017$3,255,208 $518,532 $195,511 $81,831 $4,051,082The balance at December 31, 2015 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.95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)NotesReceivable Equity MethodInvestments Cost MethodInvestments MarketableEquitySecurities TotalInvestmentsBalance at December 31, 2015$156 $27,710 $58,8022,326,000$2,326 $88,994Cash advances— 2,993 — — 2,993Acquisitions917 7,531 26,086 — 34,534Equity in loss— (16,733) — — (16,733)Disposals(76) (2,476) (1,000) — (3,552)Foreign currency transaction adjustment— (45) (196) (35) (276)Distributions received— (3,709) — — (3,709)Impairment of investments— — (14,798) — (14,798)Unrealized holding loss on marketable securities— — — (576) (576)Other(865) (794) 2,772 — 1,113Balance at December 31, 2016$132 $14,477 $71,666 $1,715 $87,990Cash advances— 2,248 — — 2,248Acquisitions13,602 10,361 11,560 — 35,523Equity in loss— (2,855) — — (2,855)Disposals(188) — (628) — (816)Foreign currency transaction adjustment— 145 380 243 768Distributions received— (775) — — (775)Impairment of investments(671) — (4,202) — (4,873)Unrealized holding loss on marketable securities— — — (414) (414)Other917 794 — — 1,711Balance at December 31, 2017$13,792 $24,395 $78,776 $1,544 $118,507Equity 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 loss of nonconsolidated affiliates.” Other cost investments include various investments in companies for which there is noreadily determinable market value.During 2017, the Company recorded $34.7 million in its iHM segment for investments made in thirteen private companies in exchange for advertisingservices and cash. Two of these investments are being accounted for under the equity method of accounting, six of these investments are being accounted forunder the cost method of accounting, and five of these investments are notes receivable that are convertible into equity. During 2016, the Company recorded$26.1 million in its iHM segment for investments made in four private companies in exchange for advertising services and cash. Two of these investmentsare being accounted for under the equity method of accounting and two of these investments are being accounted for under the cost method. The Companyrecognized barter revenue of $35.2 million in the year ended December 31, 2017 and $36.6 million in the year ended December 31, 2016, in connection withthese investments as services were provided. The Company recognized a non-cash impairment of $14.5 million on one of these cost investments for the yearended December 31, 2016, which was recorded in “Loss on investments, net.” In addition, the Company recognized a non-cash impairment of $15.0 millionon one of these equity investments for the year ended December 31, 2016, which was recorded in "Equity in loss of nonconsolidated affiliates."96IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSMarketable 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.The Company’s marketable equity securities are measured at fair value on each reporting date.The marketable equity securities are measured at fair value using quoted prices in active markets. Due to the fact that the inputs used to measure themarketable equity securities at fair value are observable, the Company has categorized the fair value measurements of the securities as Level 1. As ofDecember 31, 2017 and 2016, the Company held $1.5 million and $1.7 million, respectively, in marketable equity securities, which are included withinOther 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, 2017 2016Beginning balance$42,491 $48,056Adjustment due to changes in estimates2,317 (5,343)Accretion of liability3,555 5,090Liabilities settled(2,880) (4,310)Foreign Currency2,501 (1,002)Ending balance47,984 42,491Less: current portion891 424Long-term portion of asset retirement obligation$47,093 $42,067NOTE 5 – LONG-TERM DEBTOutstanding debt at December 31, 2017 and 2016 consisted of the following. The indebtedness of the Debtors has been reclassified to current liabilities atDecember 31, 2017.(In thousands)December 31, December 31, 2017 2016Senior Secured Credit Facilities$6,300,000 $6,300,000Receivables Based Credit Facility Due 2019(1)405,000 330,000Priority Guarantee Notes6,570,361 6,274,815Subsidiary Revolving Credit Facility Due 2018— —Other Secured Subsidiary Debt8,522 20,987Total Consolidated Secured Debt13,283,883 12,925,802 14.0% Senior Notes Due 20211,763,925 1,729,168Legacy Notes(2)475,000 475,00010.0% Senior Notes Due 201847,482 347,028Subsidiary Senior Notes5,300,000 5,150,000Other Subsidiary Debt24,615 27,954Purchase accounting adjustments and original issue discount(136,653) (166,961)Long-term debt fees(109,071) (123,003) 20,649,181 20,364,988Less: current portion14,972,367 342,908Total long-term debt$5,676,814 $20,022,080(1)On November 30, 2017, iHeartCommunications refinanced its receivables based credit facility and replaced it with a $300.0 million term loan andrevolving credit commitments of $250.0 million. On November 30, 2017, $300.0 million was drawn on the term loan and $65.0 million on therevolving credit commitments for a total of $365.0 million. The facility has a three-year term, maturing in 2020 and accrues interest at a rate ofLIBOR plus 4.75%. On December 27, 2017, iHeartCommunications incurred $40.0 million of additional borrowings under the revolving credit loanportion of its new receivables based credit facility bringing its total outstanding borrowings under this facility to $405.0 million.(2)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, 2017 and 2016 was 8.9% and 8.5%, respectively. The aggregate market value of theCompany’s debt based on market prices for which quotes were available was approximately $15.4 billion and $16.7 billion at December 31, 2017 and 2016,respectively. Under the fair value hierarchy established by ASC 820-10-35, the fair market value of the Company’s debt is classified as either Level 1 orLevel 2.On March 14, 2018, the Company and certain of the Company's direct and indirect domestic subsidiaries, not including CCOH or any of its subsidiaries, filedvoluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code, in the United States Bankruptcy Court for the Southern District ofTexas, Houston Division. The filing of the voluntary petitions triggered an event of default under the Company's debt agreements. As a result, $14.7 billionin aggregate principal amount outstanding on the Company's long-term debt has been classified as current as of December 31, 2017.97IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSSenior Secured Credit FacilitiesAs of December 31, 2017 and 2016, iHeartCommunications had senior secured credit facilities consisting of:(In thousands) December 31, December 31, Maturity Date 2017 2016Term 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 Eurocurrency rate determined by reference to the costs of funds for deposits for the interestperiod relevant to such borrowing adjusted for certain additional costs.The margin percentages applicable to the term loan facilities are the following percentages per annum:•with respect to loans under the term loan D, (i) 5.75% in the case of base rate loans and (ii) 6.75% in the case of Eurocurrency rate loans; and•with respect to loans under the term loan E, (i) 6.50% in the case of base rate loans and (ii) 7.50% in the case of Eurocurrency rate loans.The margin percentages are subject to adjustment based upon iHeartCommunications' leverage ratio.Collateral and GuaranteesThe senior secured credit facilities are guaranteed by iHeartCommunications and each of iHeartCommunications' existing and future material wholly-owneddomestic restricted subsidiaries, subject to certain exceptions.All obligations under the senior secured credit facilities, and the guarantees of those obligations, are secured, subject to permitted liens, including prior lienspermitted by the indenture governing 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.98IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSCertain 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 30, 2017, iHeartCommunications refinanced its receivables based credit facility and replaced it with a $300.0 million term loan and revolvingcredit commitments of $250.0 million. On November 30, 2017, $300.0 million was drawn on the term loan and $65.0 million on the revolving creditcommitments for a total of $365.0 million (the "Facility"). The facility has a three-year term, maturing on November 30, 2020 and accrues interest at a rate ofLIBOR plus 4.75%. On December 27, 2017, iHeartCommunications incurred $40.0 million of additional borrowings under the revolving credit loan portionof its new Facility bringing its total outstanding borrowings under the facility to $405.0 million.On January 18, 2018, iHeartCommunications incurred $25.0 million of additional borrowings under the revolving credit loan portion of its new Facilitybringing its total outstanding borrowings under the facility to $430.0 million. In February 2018, iHeartCommunications prepaid $59.0 million on therevolving credit loan portion of its new Facility bringing its total outstanding borrowings under the facility to $371.0 million.The Facility provides commitments of $550.0 million, subject to a borrowing base. The borrowing base at any time equals 97.5% of the eligible accountsreceivable of iHeartCommunications and certain of its subsidiaries. The Facility includes a letter of credit sub-facility and a swingline loan sub-facility.iHeartCommunications and certain subsidiary borrowers are the borrowers under the Facility. iHeartCommunications has the ability to designate one or moreof its restricted subsidiaries as borrowers under the Facility. The loans under the Facility are available in U.S. dollars and letters of credit are available in avariety of currencies including U.S. Dollars, Euros, Sterling, and Canadian Dollars.Interest Rate and FeesBorrowings under the Facility bear interest at a rate per annum equal to an applicable rate plus, at iHeartCommunications' option, either (1) a base ratedetermined by reference to the highest of (a) the prime rate of PNC Bank, National Association and (b) the Federal Funds rate plus 0.50% or (2) aEurocurrency rate that is the greater of (a) 1.00%, and (b) the quotient of (i) the ICE LIBOR rate, or if such rate is not available, the rate determined by theAdministrative Agent, and (ii) one minus the maximum rate at which reserves are required to be maintained for Eurocurrency liabilities. The applicable ratefor borrowings under the Facility is 4.75% with respect to Eurocurrency term loans and revolving loans and 3.75% with respect to base rate term loans andrevolving loans.In addition to paying interest on outstanding principal under the receivables based credit facility, iHeartCommunications is required to pay a commitmentfee of 0.75% to the lenders under the receivables based credit facility in respect of the unutilized commitments thereunder. iHeartCommunications must alsopay customary letter of credit fees.99IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSMaturityBorrowings under the Facility will mature, and lending commitments thereunder will terminate, with respect to the initial term loans and the revolving creditfacility (i) on the third anniversary of the effectiveness of the Facility, which is November 30, 2020 and (ii) with respect to any incremental term loan, on thematurity date applicable to such incremental term loan (or on the business day immediately preceding such maturity date if such date does not fall on abusiness day).PrepaymentsIf at any time, (a) the outstanding amount under the revolving credit facility exceeds the aggregate amount committed by the revolving credit lenders, (b) theoutstanding amount under the revolving credit facility exceeds the lesser of (i) the borrowing base and (ii) the aggregate revolving commitments under theFacility, or (c) the sum of the term loans and the outstanding amount under the revolving credit facility exceeds the borrowing base, iHeartCommunicationswill be required to repay revolving loans outstanding and cash collateralize letters of credit in an aggregate amount equal to such excess, as applicable.Except as described below, iHeartCommunications may voluntarily repay without premium or penalty, (a) outstanding amounts under the revolving creditfacility at any time, and (b) outstanding amounts under the term loan facility at any time that no revolving commitments remain outstanding. Subject tocertain exceptions contemplated under the Facility, if iHeartCommunications pays, for any reason (including upon payment after an event of default oracceleration of loans in connection with an insolvency proceeding), all or part of the principal balance of any term loan or revolving commitments arereduced or terminated prior to the second anniversary of the closing date, iHeartCommunications will pay a prepayment premium equal to (A) in the case ofany voluntary prepayment or voluntary reduction, (1) 2.00% if such prepayment or reduction, as applicable, is made prior to the first anniversary of theclosing date, and (2) 1.00%, if such prepayment or reduction, as applicable, is made on and after the first anniversary of the closing date, but prior to thesecond anniversary of the closing date in each case, of the aggregate principal amount of all term loans prepaid and/or all revolving commitments reduced, asapplicable and (B) in the case of any other prepayment or reduction, (1) 1.00% if such prepayment or reduction, as applicable, is made prior to the firstanniversary of the closing date, and (2) 0.50%, if such prepayment or reduction, as applicable, is made on and after the first anniversary of the closing date,but prior to the second anniversary of the closing date in each case, of the aggregate principal amount of all term loans prepaid and/or all revolvingcommitments reduced, as applicable.Any voluntary prepayments iHeartCommunications makes will not reduce commitments under the Credit Agreement.Guarantees and SecurityThe facility is guaranteed by, subject to certain exceptions, the guarantors of iHeartCommunications' senior secured credit facilities. All obligations under theFacility, and the guarantees of those obligations, are secured by a perfected security interest in all of iHeartCommunications' and all of the guarantors’accounts receivable and related assets and proceeds thereof that are senior to the security interest of iHeartCommunications' senior secured credit facilities insuch accounts receivable and related assets and proceeds thereof, subject to permitted liens, including prior liens permitted by the indenture governingcertain 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) 9% of the aggregate revolving commitments and the aggregate outstandingprincipal amount of term loans (including incremental term loans) for five consecutive business days (a "Liquidity Event"), iHeartCommunications will berequired to comply with a minimum fixed charge coverage ratio of at least 1.00 to 1.00 for the most recent period of four consecutive fiscal quarters endedprior the occurrence of the Liquidity Event, and will be continued to comply with this minimum fixed charge coverage ratio as of the end of eachsubsequently ending four consecutive fiscal quarters until borrowing availability exceeds the greater of (x) $50.0 million and (y) 9% of the sum of theaggregate revolving commitments and the aggregate outstanding principal amount of term loans (including incremental term loans), in each case, for 30consecutive calendar days, at which time the Liquidity Event shall no longer be deemed to be occurring. In addition, the Facility includes negativecovenants 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;100IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS•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 Facility includes certain customary representations and warranties, affirmative covenants and events of default, including payment defaults, breach ofrepresentations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy, certain events under ERISA, materialjudgments and a change of control. If an event of default occurs, the lenders under the Facility will be entitled to take various actions, including theacceleration of all amounts due under the Facility and all actions permitted to be taken by a secured creditor.Priority Guarantee NotesAs of December 31, 2017 and 2016, iHeartCommunications had outstanding Priority Guarantee Notes consisting of:(In thousands) December 31, December 31, Maturity Date Interest Rate Interest Payment Terms 2017 20169.0% 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 870,546 575,0009.0% 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 $6,570,361 $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.101IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSRedemptionsiHeartCommunications 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.Subsidiary 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, 2017,there were no amounts outstanding under the revolving credit facility, and $71.2 million of letters of credit under the revolving credit facility, which reduceavailability under the facility.14.0% Senior Notes due 2021As of December 31, 2017, iHeartCommunications had outstanding approximately $1.8 billion of aggregate principal amount of 14.0% Senior Notes due2021 (net of $449.4 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.102IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSLegacy NotesAs of December 31, 2017 and 2016, 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, 2017 20166.875% Senior Notes Due 2018175,000 175,0007.25% Senior Notes Due 2027300,000 300,000Total Legacy Notes$475,000 $475,000In 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 heldby a subsidiary of the Company. The $57.1 million of aggregate principal amount remains outstanding and is eliminated for purposes of consolidation of theCompany’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' 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, 2017, iHeartCommunications had outstanding $47.5 million aggregate principal amount of 10.0% Senior Notes due 2018. 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 eachyear. 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, iHeartCommunications completed the exchange offer by issuing $476.4 million in aggregate principalamount of 11.25% Priority Guarantee Notes due 2021 in exchange for $476.4 million of aggregate principal amount outstanding of its 10.0% Senior Notesdue 2018, of which $241.4 million were held by subsidiaries of iHeartCommunications. On July 10, 2017, iHeartCommunications exchanged $15.6 millionin aggregate principal amount of 11.25% Priority Guarantee Notes due 2021 that were held by a subsidiary of iHeartCommunications for $15.6 million ofaggregate principal amount outstanding of its 10.0% Senior Notes due 2018 that were held by an unaffiliated third-party. In October 2017,iHeartCommunications exchanged $45.0 million principal amount of 11.25% Priority Guarantee Notes due 2021 that were held by a subsidiary ofiHeartCommunications for $45.0 million principal amount of 10.0% Senior Notes due 2018 that were held by unaffiliated third parties. On December 13,2017 iHeartCommunications repurchased $4.0 million aggregate principal amount of 10.0% Senior Notes due 2018 that were held by unaffiliated thirdparties for $2.7 million in cash.On January 4, 2018, iHeartCommunications repurchased $5.4 million aggregate principal amount of 10.0% Senior Notes due 2018 that were held byunaffiliated third parties for $5.3 million in cash. On January 16, 2018, iHeartCommunications repaid the remaining balance of $42.1 million aggregateprincipal amount of 10.0% Senior Notes due 2018 that were held by unaffiliated third parties for $42.1 million in cash.103IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSSubsidiary Senior NotesAs of December 31, 2017 and 2016, 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 2017 2016CCWH 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 $375,000 $225,000Total Subsidiary SeniorNotes $5,300,000 $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.104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.On August 14, 2017, Clear Channel International B.V. (“CCIBV”), an indirect subsidiary of the Company, issued $150.0 million in aggregate principalamount of 8.75% Senior Notes due 2020 (the “New Notes”). The New Notes were issued as additional notes under the indenture governing CCIBV’s existing8.75% Senior Notes due 2020 and were issued at a premium, resulting in $156.0 million in proceeds. The New Notes mature on December 15, 2020 and bearinterest at a rate of 8.75% per annum, payable semi-annually in arrears on June 15 and December 15 of each year.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.105IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFuture Maturities of Long-term DebtFuture maturities of long-term debt at December 31, 2017 are as follows:(in thousands) 2018$15,167,88220194,37620202,984,97220215,65420222,725,282Thereafter6,739Total (1) (2)$20,894,905(1)Excludes purchase accounting adjustments and original issue discount of $136.6 million and long-term debt fees of $109.1 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 $64.7 million and $68.4 million in 2019 and 2020, respectively.Surety Bonds, Letters of Credit and GuaranteesAs of December 31, 2017, iHeartCommunications had outstanding surety bonds, commercial standby letters of credit and bank guarantees of $73.5 million,$164.2 million and $37.3 million, respectively. A portion of the outstanding bank guarantees and letters of credit were supported by $17.6 million and $25.4million of cash collateral, respectively. These surety bonds, letters of credit and bank guarantees 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.106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, 2017, 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 Contracts2018$492,013 $492,177 $38,444 $81,7532019446,396 409,343 7,928 61,6032020413,598 312,459 2,771 60,0122021368,399 267,834 4,499 20,3102022319,177 170,455 4,591 —Thereafter2,050,060 393,713 9,877 —Total$4,089,643 $2,045,981 $68,110 $223,678Rent expense charged to operations for the years ended December 31, 2017, 2016 and 2015 was $1.13 billion, $1.12 billion and $1.14 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.107IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSStockholder LitigationOn May 9, 2016, a stockholder of Clear Channel Outdoor Holdings, Inc. ("CCOH") filed a derivative lawsuit in the Court of Chancery of the State ofDelaware, captioned GAMCO Asset Management Inc. 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 "Sponsor Defendants"), the Company's private equity sponsors and majority owners, and the members of CCOH's board of directors. CCOH alsois named as a nominal defendant. The complaint alleges that CCOH has been harmed by the intercompany agreements with iHeartCommunications, CCOH’slack of autonomy over its own cash and the actions of the defendants in serving the interests of the Company, iHeartCommunications and the SponsorDefendants to the detriment of CCOH and its minority stockholders. Specifically, the complaint alleges that the defendants have breached their fiduciaryduties by causing CCOH to: (i) continue to loan cash to iHeartCommunications under the intercompany note at below-market rates; (ii) abandon its growthand acquisition strategies in favor of transactions that would provide cash to the Company and iHeartCommunications; (iii) issue new debt in the CCIBVnote offering (the "CCIBV Note Offering") to provide cash to the Company and iHeartCommunications through a dividend; and (iv) effect the sales of certainoutdoor markets in the U.S. (the "Outdoor Asset Sales") allegedly to provide cash to the Company and iHeartCommunications through a dividend. Thecomplaint 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. The oral hearing on the appeal was held on October 11, 2017. On October 12, 2017, the Supreme Court ofDelaware affirmed the lower court's ruling, dismissing the case.On December 29, 2017, another stockholder of CCOH filed a derivative lawsuit in the Court of Chancery of the State of Delaware, captioned Norfolk CountyRetirement System, v. iHeartMedia, Inc., et al., C.A. No. 2017-0930-JRS. The complaint names as defendants the Company, iHeartCommunications, theSponsor Defendants, and the members of CCOH's board of directors. CCOH is named as a nominal defendant. The complaint alleges that CCOH has beenharmed by the CCOH Board’s November 2017 decision to extend the maturity date of the intercompany revolving note (the “Third Amendment”) at what thecomplaint describes as far-below-market interest rates. Specifically, the complaint alleges that (i) the Company and Sponsor defendants breached theirfiduciary duties by exploiting their position of control to require CCOH to enter the Third Amendment on terms unfair to CCOH; (ii) the CCOH Boardbreached their duty of loyalty by approving the Third Amendment and elevating the interests of the Company, iHeartCommunications and the SponsorDefendants over the interests of CCOH and its minority unaffiliated stockholders; and (iii) the terms of the Third Amendment could not have been agreed toin good faith and represent a waste of corporate assets by the CCOH Board. The complaint further alleges that the Company, iHeartCommunications and theSponsor defendants were unjustly enriched as a result of the unfairly favorable terms of the Third Amendment. The plaintiff is seeking, among other things, aruling that the defendants breached their fiduciary duties to CCOH, a modification of the Third Amendment to bear a commercially reasonable rate ofinterest, and an order requiring disgorgement of all profits, benefits and other compensation obtained by defendants as a result of the alleged breaches offiduciary duties.On March 7, 2018, the defendants filed a motion to dismiss plaintiff's verified derivative complaint for failure to state a claim upon which relief can begranted. On March 16, 2018, iHM filed a Notice of Suggestion of Pendency of Bankruptcy and Automatic Stay of Proceedings.China InvestigationSeveral employees of Clear Media Limited, an indirect, non-wholly-owned subsidiary of the Company whose ordinary shares are listed, but are currentlysuspended from trading on, the Hong Kong Stock Exchange, are subject to an ongoing police investigation in China for misappropriation of funds. ClearMedia Limited has conducted additional procedures and processes, including a108IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSspecial investigation by forensic accountants and an external law firm appointed by Clear Media Limited’s board of directors and approved by theCompany’s Audit Committee, into the misappropriation of funds. During the course of the special investigation, it was discovered that three bank accountswere opened in the name of Clear Media Limited entities, which were not authorized, and certain transactions were recorded therein. The opening of theunauthorized bank accounts has also been referred to the police in China for investigation. The misappropriation of funds resulted in discrepancies betweenactual cash balances and cash amounts included in the Company’s accounting records as of December 31, 2016 and 2015. Included in Selling, general andadministrative expenses and Interest expense is $9.6 million and $1.4 million, respectively, recorded in the fourth quarter of 2017 to correct for theaccounting errors resulting from the discrepancies. Such accounting errors are not considered to be material to the current year or prior year financialstatements.The Company advised both the United States Securities and Exchange Commission and the United States Department of Justice of the investigation at ClearMedia Limited, and the Company intends to cooperate with both agencies in connection with any investigation that may be conducted in this matter.The police investigation is on-going, and the Company is not aware of any litigation, claim or assessment pending against the Company related to thematters described above. Based on information known to date, the Company believes any contingent liabilities arising from potential misconduct that hasbeen or may be identified by the investigations are not material to the Company's consolidated financial statements. In 2017, Clear Media Limited accountedfor 4.1% of the Company’s net revenue and 3.8% of its consolidated total assets.The investigation could implicate the books and records, internal controls and anti-bribery provisions of the U.S. Foreign Corrupt Practices Act, which statuteand regulations provide for potential monetary penalties as well as criminal and civil sanctions. It is possible that monetary penalties and other sanctionscould be assessed on the Company in connection with this matter. The nature and amount of any monetary penalty or other sanctions cannot reasonably beestimated at this time.NOTE 7 – INCOME TAXESOn December 22, 2017, the U.S. government enacted comprehensive income tax legislation, referred to as The Tax Cuts and Jobs Act (the Tax Act). The Actreduces the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018, requires companies to pay a one-time transition tax on earnings ofcertain foreign subsidiaries that were previously tax deferred, and creates new U.S. taxes on certain foreign earnings. To account for the reduction in the U.S.federal corporate income tax rate, we remeasured our deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future,generally 21%, which resulted in recording of a provisional deferred tax benefit of $510.1 million during 2017. To determine the impact from the one-timetransition tax on accumulated foreign earnings, we analyzed our cumulative foreign earnings and profits in accordance with the rules provided in the TaxAct. Based upon our preliminary analysis which is not yet complete, we have not recorded income tax expense in the current period for the one-timetransition tax due to the net accumulated deficit in our foreign earnings and profits.109IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe provisions in the Tax Act are broad and complex. We have not yet completed our accounting for the income tax effects of the Tax Act as of December 31,2017, but have made reasonable estimates of those effects on our existing deferred income tax balances and the one-time transition tax. The final financialstatement impact of the Tax Act may differ from the above estimates, possibly materially, due to, among other things, changes in interpretations of the TaxAct, any legislative action to address questions that arise because of the Tax Act, and changes in accounting standards for income taxes or relatedinterpretations in response to the Tax Act, or any updates to estimates the company has utilized to calculate the provisional impacts. The Securities andExchange Commission (SEC) has issued rules that allow for a measurement period of up to one year after the enactment date of the Tax Act to finalize therecording of the related income tax impacts.Significant components of the provision for income tax benefit (expense) are as follows:(In thousands)Years Ended December 31, 2017 2016 2015Current - Federal$(2,136) $(190) $(31)Current - foreign(30,159) (44,555) (46,188)Current - state1,484 (2,908) (12,890)Total current expense(30,811) (47,653) (59,109) Deferred - Federal491,239 38,715 (30,719)Deferred - foreign(2,533) 56,747 5,269Deferred - state(489) 2,665 (2,398)Total deferred benefit (expense)488,217 98,127 (27,848)Income tax benefit (expense)$457,406 $50,474 $(86,957)Current tax expense of $30.8 million was recorded for 2017 as compared to a current tax expense of $47.7 million for 2016. The current tax expense recordedin 2017 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 2016 was primarily attributable to a decrease in foreign tax expense which resulted primarily from a decrease in foreignearnings in certain jurisdictions during 2017.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.Deferred tax benefit of $488.2 million was recorded for 2017 compared with deferred tax benefit of $98.1 million for 2016. The increase in deferred taxbenefit during 2017 was primarily attributed to the $510.1 million provisional deferred tax benefit recorded in connection with the remeasurement of our U.S.deferred tax balances upon the enactment of the Tax Act described above. In addition, the change in foreign deferred tax benefit recorded primarily related tothe $43.3 million deferred tax benefit recorded in 2016 for the release of valuation allowance against certain net operating loss carryforwards in France.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 carryforwards in France.110IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSSignificant components of the Company's deferred tax liabilities and assets as of December 31, 2017 and 2016 are as follows:(In thousands)2017 2016Deferred tax liabilities: Intangibles and fixed assets$1,281,995 $2,018,159Long-term debt— 37,205Investments16,484 —Other9,868 10,159Total deferred tax liabilities1,308,347 2,065,523 Deferred tax assets: Accrued expenses105,823 155,037Long-term debt49,767 —Investments— 5,458Net operating loss carryforwards1,106,319 1,384,175Bad debt reserves11,731 10,137Other27,654 43,545Total gross deferred tax assets1,301,294 1,598,352Less: Valuation allowance952,337 989,924Total deferred tax assets348,957 608,428Net deferred tax liabilities$959,390 $1,457,095The 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 periods ending December 31, 2017 and 2016 were $54.1 million and $47.1 million, respectively.At December 31, 2017, the Company had recorded net operating loss carryforwards (tax effected) for federal and state income tax purposes of approximately$961.4 million, expiring in various amounts through 2037. 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, 2017, the Company had recorded a valuation allowance of $827.3 million against a portion ofthese deferred tax assets which it does not expect to realize. After considering the deferred tax remeasurement adjustments described above in connectionwith the Tax Act, the Company's U.S. federal and state deferred tax valuation allowance decreased by $26.6 million during the current period. In addition, theCompany recorded a net reduction of $11.0 million in valuation allowance against its foreign deferred tax assets during the year ended December 31, 2017.At December 31, 2017, the Company had recorded $144.9 million (tax-effected) of deferred tax assets for foreign net operating loss carryforwards, which areoffset in part by an associated valuation allowance of $94.2 million. Additional deferred tax valuation allowance of $30.8 million offsets other foreigndeferred tax assets that are not expected to be realized. Realization of these foreign deferred tax assets is dependent upon the Company’s ability to generatefuture taxable income in appropriate tax jurisdictions and carryforward periods. Due to the Company’s evaluation of all available evidence, includingsignificant negative evidence of cumulative losses in these jurisdictions, the Company continues to record valuation allowances on the foreign deferred taxassets that are not expected to be realized. The Company expects to realize its remaining gross deferred tax assets based upon its assessment of deferred taxliabilities that will reverse in the same carryforward period and jurisdiction and are of the same character as the net operating loss carryforwards andtemporary differences that give rise to the deferred tax assets. Any deferred tax liabilities associated with acquired FCC licenses, billboard permits and tax-deductible goodwill intangible assets are not relied upon as a source of future taxable income, as these intangible assets have an indefinite life.111IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSAt December 31, 2017, net deferred tax liabilities include a deferred tax asset of $16.3 million relating to stock-based compensation expense under ASC 718-10, Compensation—Stock Compensation. Full realization of this deferred tax asset requires stock options to be exercised at a price equaling or exceeding thesum of the grant price plus the fair value of the option at the grant date and restricted stock to vest at a price equaling or exceeding the fair market value at thegrant date. Accordingly, there can be no assurance that the stock price of the Company’s common stock will rise to levels sufficient to realize the entiredeferred tax benefit currently reflected in its balance sheet.Loss before income taxes:(In thousands)Years Ended December 31, 2017 2016 2015US$(952,436) $(349,876) $(700,520)Foreign35,012 59,352 49,843Total loss before income taxes$(917,424) $(290,524) $(650,677)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)2017 2016 2015 Amount Percent Amount Percent Amount PercentIncome tax benefit at statutoryrates$321,098 35.0 % $101,683 35.0 % $227,737 35.0 %State income taxes, net of federaltax effect7,667 0.8 % 6,372 2.2 % 17,795 2.7 %Foreign income taxes(20,438) (2.2)% (21,477) (7.4)% (23,474) (3.6)%Nondeductible items(6,659) (0.7)% (5,760) (2.0)% (5,764) (0.9)%Changes in valuation allowanceand other estimates(350,407) (38.2)% (31,229) (10.7)% (302,935) (46.6)%U.S. tax reform510,064 55.6 % — — % — — %Other, net(3,919) (0.4)% 885 0.3 % (316) — %Income tax benefit (expense)$457,406 49.9 % $50,474 17.4 % $(86,957) (13.4)%The Company’s effective tax benefit rate for the year ended December 31, 2017 is 49.9%. The effective tax benefit rate for 2017 was impacted by the effectsof U.S. corporate tax reform which resulted in a provisional tax benefit of $510.1 million recorded in connection with the reduction in the U.S. federalcorporate tax rate. In partial offset to this tax benefit, the company recorded tax expense of $387.7 million in connection with the valuation allowancerecorded against federal and state deferred tax assets generated in the current period due to the uncertainty of the ability to realize those assets in futureperiods.A tax benefit was recorded for the year ended December 31, 2016 of 17.4%. The effective tax rate for 2016 was impacted by the $43.3 million deferred taxbenefit 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 ofour outdoor business in Australia. Additionally, the 2016 effective tax benefit rate was impacted by the $31.8 million valuation allowance recorded against aportion of current period federal and state deferred tax assets due to the uncertainty of the ability to realize those assets in future periods.A tax expense was recorded for the year ended December 31, 2015 of (13.4)%. The effective tax rate for 2016 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.The Company provides for any related tax liability on undistributed earnings that the Company does not intend to be indefinitely reinvested outside theUnited States and that would become taxable upon remittance within our foreign structure. At December 31, 2017, all undistributed earnings of ourinternational subsidiaries have been included in our provisional computation of the one-112IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTStime transition tax associated with the enactment of the Tax Act. Based upon our preliminary analysis of the effects of the Tax Act which is not yet complete,the Company has not provided U.S. federal income taxes for temporary differences with respect to investments in our foreign subsidiaries, which at December31, 2017 currently result in tax basis amounts greater than the financial reporting basis. If any excess cash held by our foreign subsidiaries were needed tofund operations in the U.S., we could presently repatriate available funds without a requirement to accrue or pay U.S. taxes as a result of significant deficits, ascalculated for tax law purposes, in our foreign earnings and profits, which gives us flexibility to make future cash distributions as non-taxable returns ofcapital. Additionally, as a result of U.S. tax reform described above, future dividend distributions from our international subsidiaries are exempt from U.S.federal income tax beginning January 1, 2018.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, 2017 and 2016 was $48.6 million and $47.5 million, respectively. The total amount of unrecognized tax benefits including accruedinterest and penalties at December 31, 2017 and 2016 was $135.3 million and $145.4 million, respectively, of which $112.4 million and $115.1 million isincluded in “Other long-term liabilities” on the Company’s consolidated balance sheets, respectively. In addition, $22.8 million and $30.3 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, 2017 and 2016, respectively. The total amount of unrecognized tax benefits at December 31, 2017 and 2016 that, ifrecognized, would impact the effective income tax rate is $74.0 million and $53.8 million, respectively.(In thousands)Years Ended December 31,Unrecognized Tax Benefits2017 2016Balance at beginning of period$97,962 $103,208Increases for tax position taken in the current year7,366 10,094Increases for tax positions taken in previous years2,172 3,024Decreases for tax position taken in previous years(5,306) (11,157)Decreases due to settlements with tax authorities(225) (1,007)Decreases due to lapse of statute of limitations(15,264) (6,200)Balance at end of period$86,705 $97,962The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. During 2017, theCompany settled all outstanding U.S. federal income tax matters for tax years 2011 and 2012, which resulted in a reduction of unrecognized tax benefits of$4.7 million. In addition, during 2017 the statute of limitations for certain tax years expired in the U.S., certain states, the United Kingdom and otherjurisdictions resulting in the reduction to unrecognized tax benefits of $15.3 million, excluding interest. During 2016, the company settled several taxexaminations that resulted in the reduction of unrecognized tax benefits of $11.2 million, excluding interest, during the period. In addition, during 2016, thestatute of limitations for certain tax years expired in the United Kingdom and other jurisdictions resulting in the reduction to unrecognized tax benefits of$6.2 million, excluding interest. All federal income tax matters through 2013 are closed. Substantially all material state, local, and foreign income taxmatters have been concluded for years through 2008.113IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSNOTE 8 – STOCKHOLDERS’ DEFICITThe Company reports its noncontrolling interests in consolidated subsidiaries as a component of equity separate from the Company’s equity. The followingtable shows the changes in stockholders' deficit attributable to the Company and the noncontrolling interests of subsidiaries in which the Company has amajority, but not total, ownership interest:(In thousands)The Company NoncontrollingInterests ConsolidatedBalances as of January 1, 2017$(11,021,253) $135,778 $(10,885,475)Net income (loss)(393,891) (66,127) (460,018)Dividends and other payments to noncontrolling interests— (46,151) (46,151)Purchase of additional noncontrolling interests(524) (703) (1,227)Disposal of noncontrolling interests— (2,439) (2,439)Share-based compensation2,488 9,590 12,078Foreign currency translation adjustments32,809 12,852 45,661Unrealized holding loss on marketable securities(370) (44) (414)Other adjustments to comprehensive loss6,013 707 6,720Reclassifications adjustments4,864 577 5,441Other, net(355) (1,276) (1,631)Balances as of December 31, 2017$(11,370,219) $42,764 $(11,327,455)(In thousands)The Company NoncontrollingInterests ConsolidatedBalances as of January 1, 2016$(10,784,841) $178,160 $(10,606,681)Net income (loss)(296,362) 56,312 (240,050)Dividends and other payments to noncontrolling interests— (70,412) (70,412)Purchase of additional noncontrolling interests(1,224) 1,224 —Disposal of noncontrolling interests— (36,846) (36,846)Share-based compensation2,842 10,291 13,133Foreign currency translation adjustments27,343 (5,360) 21,983Unrealized holding gain on marketable securities(518) (58) (576)Other adjustments to comprehensive loss(10,622) (1,192) (11,814)Reclassifications adjustments42,328 4,402 46,730Other, net(199) (743) (942)Balances as of December 31, 2016$(11,021,253) $135,778 $(10,885,475)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.114IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSOn 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. Through our subsidiaries we received $196.3 million of thisdividend. The remaining dividend was paid to CCOH’s public stockholders and was reflected as a use of cash for financing activities in the first quarter of2016.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.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 the purchaser andclosing costs. As discussed above under "Recent Liquidity-Generating Transactions," on February 9, 2017, CCOH declared a special dividend of $282.5million using a portion of the cash proceeds from the sales of certain nonstrategic U.S. outdoor markets and of our Australia outdoor business. On February23, 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 publicstockholders of CCOH.On September 14, 2017, (i) CCOH provided notice of its intent to make a demand (the “First Demand”) for repayment on October 5, 2017 of $25.0 millionoutstanding under the Intercompany Note, and (ii) the board of directors of CCOH declared a special cash dividend, which was paid on October 5, 2017 toCCOH’s Class A and Class B stockholders of record at the closing of business on October 2, 2017, in an aggregate amount equal to $25.0 million, fundedwith the proceeds of the First Demand. The Company received approximately 89.5%, or approximately $22.4 million, of the proceeds of the dividendthrough its wholly-owned subsidiaries. The remaining approximately 10.5% of the proceeds of the dividend, or approximately $2.6 million, was paid to thepublic stockholders of CCOH.On October 11, 2017, (i) CCOH provided notice of its intent to make a demand (the “Second Demand”) for repayment on October 31, 2017 of $25.0 millionoutstanding under the Intercompany Note, and (ii) the board of directors of CCOH declared a special cash dividend, which was paid on October 31, 2017 toCCOH’s Class A and Class B stockholders of record at the closing of business on October 26, 2017, in an aggregate amount equal to $25.0 million, fundedwith the proceeds of the Second Demand. The Company received approximately 89.5%, or approximately $22.4 million, of the proceeds of the dividendthrough its wholly-owned subsidiaries. The remaining approximately 10.5% of the proceeds of the dividend, or approximately $2.6 million, was paid to thepublic stockholders of CCOH.On January 5, 2018, (i) CCOH provided notice of its intent to make a demand (the "Demand") for repayment on January 24, 2018 of $30.0 millionoutstanding under the Intercompany Note, and (ii) the board of directors of CCOH declared a special cash dividend, which was paid on January 24, 2018 toCCOH’s Class A and Class B stockholders of record at the closing of business on January 19, 2018, in an aggregate amount equal to $30.0 million, fundedwith the proceeds of the Demand. The Company received approximately 89.5%, or approximately $26.8 million, of the proceeds of the dividend through itswholly-owned subsidiaries. The remaining approximately 10.5% of the proceeds of the dividend, or approximately $3.2 million, was paid to the publicstockholders 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.115IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe 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, 2017, 2016 and 2015.The following table presents a summary of the Company's stock options outstanding at and stock option activity during the year ended December 31, 2017("Price" reflects the weighted average exercise price per share):(In thousands, except per share data)Options Price WeightedAverageRemainingContractual TermOutstanding, January 1, 20172,092 $35.09 2.6 yearsGranted— Exercised— Forfeited— Expired— Outstanding, December 31, 2017 (1)2,092 35.09 1.6 yearsExercisable1,549 35.14 2.0 yearsExpected to Vest543 34.94 0.7 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, 2017 is presented below:(In thousands, except per share data)Options Weighted Average GrantDate Fair ValueUnvested, January 1, 2017543 $19.61Granted— Vested (1)— Forfeited— Unvested, December 31, 2017543 19.61(1)The total fair value of the options vested during the years ended December 31, 2017, 2016 and 2015 was $0.0 million, $0.2 million and $0.3million, respectively.116IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSRestricted 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, 2017 (“Price” reflects the weighted average share price at the date of grant):(In thousands, except per share data)Awards PriceOutstanding, January 1, 20175,772 $4.43Granted1,438 1.75Vested (restriction lapsed)(677) 4.57Forfeited(314) 4.09Outstanding, December 31, 20176,219 3.81CCOH 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, 2017 2016 2015Expected volatility42% 42% – 44% 37% – 56%Expected life in years6.3 6.3 6.3Risk-free interest rate2.12% 1.12% – 1.41% 1.70% – 2.07%Dividend yield—% —% —%117IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe following table presents a summary of CCOH’s stock options outstanding at and stock option activity during the year ended December 31, 2017:(In thousands, except per share data)Options Price(3) WeightedAverageRemainingContractualTerm AggregateIntrinsicValueOutstanding, January 1, 20175,033 $7.04 4.9 years $2,539Granted (1)4 4.25 Exercised (2)(71) 3.10 Forfeited(96) 6.85 Expired(760) 12.49 Outstanding, December 31, 20174,110 6.10 4.1 years $2,378Exercisable3,392 6.01 3.4 years $2,359Expected to vest718 6.52 7.5 years $19(1)The weighted average grant date fair value of CCOH options granted during the years ended December 31, 2017, 2016 and 2015 was $2.04, $2.82and $4.25 per share, respectively.(2)Cash received from option exercises during the years ended December 31, 2017, 2016 and 2015 was $0.2 million, $0.6 million and $3.8 million,respectively. The total intrinsic value of the options exercised during the years ended December 31, 2017, 2016 and 2015 was $0.2 million, $0.4million and $2.8 million, respectively.(3)Reflects the weighted average exercise price per share.A summary of CCOH’s unvested options at and changes during the year ended December 31, 2017 is presented below:(In thousands, except per share data)Options Weighted Average GrantDate Fair ValueUnvested, January 1, 20171,164 $4.25Granted4 2.04Vested (1)(354) 4.37Forfeited(96) 4.15Unvested, December 31, 2017718 4.19(1)The total fair value of CCOH options vested during the years ended December 31, 2017, 2016 and 2015 was $1.6 million, $2.7 million and $4.2million, 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.118IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe following table presents a summary of CCOH’s restricted stock and restricted stock units outstanding at and activity during the year ended December 31,2017 ("Price" reflects the weighted average share price at the date of grant):(In thousands, except per share data)Awards PriceOutstanding, January 1, 20172,743 $7.63Granted2,539 4.30Vested (restriction lapsed)(1,040) 7.16Forfeited(342) 7.39Outstanding, December 31, 20173,900 5.61Share-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 $12.1 million, $13.1 million and $11.1 million,during the years ended December 31, 2017, 2016 and 2015, respectively.The tax benefit related to the share-based compensation expense for the years ended December 31, 2017, 2016 and 2015 was $4.2 million, $5.0 million and$4.2 million, respectively.As of December 31, 2017, there was $17.5 million of unrecognized compensation cost related to unvested share-based compensation arrangements that willvest based on service conditions. This cost is expected to be recognized over a weighted average period of approximately three years. In addition, as ofDecember 31, 2017, there was $26.5 million of unrecognized compensation cost related to unvested share-based compensation arrangements that will vestbased on market, performance and service conditions. This cost will be recognized when it becomes probable that the performance condition will besatisfied.Loss per ShareThe following table presents the computation of loss per share for the years ended December 31, 2017, 2016 and 2015:(In thousands, except per share data)Years Ended December 31, 2017 2016 2015NUMERATOR: Net loss attributable to the Company – common shares$(393,891) $(296,362) $(754,774) DENOMINATOR: Weighted average common shares outstanding – basic84,967 84,569 84,278Stock options and restricted stock(1):— — —Weighted average common shares outstanding – diluted84,967 84,569 84,278 Net loss attributable to the Company per common share: Basic$(4.64) $(3.50) $(8.96)Diluted$(4.64) $(3.50) $(8.96)(1)8.3 million, 7.9 million and 7.2 million stock options and restricted shares were outstanding at December 31, 2017, 2016 and 2015, respectively,that were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive.In 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 of119IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSnon-voting Class D Common Stock, par value $0.001 per share (the "Class D Common Stock"). The shares of Class D Common Stock authorized by the NewCharter may be issued without further approval from the Company's stockholders. The New Charter also authorizes 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 has the authority to establish one or more series ofPreferred Stock and fix relative rights and preferences of any series of Preferred Stock, without any further approval 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 $29.0 million,$30.9 million and $28.9 million to these plans for the years ended December 31, 2017, 2016 and 2015, 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, 2017 was approximately $12.1 million recorded in “Other assets”and $12.1 million recorded in “Other long-term liabilities”, respectively. The asset and liability under the deferred compensation plan at December 31, 2016was approximately $10.7 million recorded in “Other assets” and $10.7 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, 2017, 2016 and 2015, respectively:(In thousands)Years Ended December 31, 2017 2016 2015Foreign exchange gain (loss)$29,223 $(69,880) $15,468Other(44,545) (3,222) (2,412)Total other income (expense), net$(15,322) $(73,102) $13,056Other income (expense), net for the year ended December 31, 2017 includes $41.8 million in expenses incurred in connection with negotiations with lendersand other activities related to our capital structure.The following table discloses the increase (decrease) in other comprehensive income (loss) related to deferred income tax liabilities for the years endedDecember 31, 2017, 2016 and 2015, respectively:(In thousands)Years Ended December 31, 2017 2016 2015Pension adjustments and other$(314) $(1,044) $1,585Total (increase) decrease in deferred tax liabilities$(314) $(1,044) $1,585120IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe following table discloses the components of “Other current assets” as of December 31, 2017 and 2016, respectively:(In thousands)As of December 31, 2017 2016Inventory$22,470 $22,068Deposits7,516 2,717Restricted cash26,096 680Other26,456 29,600Total other current assets$82,538 $55,065During 2017, CCOH established a separate bi-lateral letter of credit facility to issue additional letters of credit to be supported by cash collateral posted bythe Company. As of December 31, 2017, the amount of letters of credit issued under this facility totaled $24.7 million and was backed by cash collateral of$25.4 million, which is classified as Restricted cash.The following table discloses the components of “Other assets” as of December 31, 2017 and 2016, respectively:(In thousands)As of December 31, 2017 2016Investments in, and advances to, nonconsolidated affiliates$24,395 $14,477Other investments80,320 73,381Notes receivable13,792 132Prepaid expenses3,423 —Deposits24,686 20,963Prepaid rent68,991 70,603Non-qualified plan assets12,116 10,733Restricted cash18,095 20,474Other32,449 16,687Total other assets$278,267 $227,450The following table discloses the components of “Other long-term liabilities” as of December 31, 2017 and 2016, respectively:(In thousands)As of December 31, 2017 2016Unrecognized tax benefits$112,429 $115,078Asset retirement obligation47,093 42,067Non-qualified plan liabilities12,116 10,733Deferred income149,284 154,246Deferred rent183,782 177,335Employee related liabilities52,212 55,460Other40,169 39,054Total other long-term liabilities$597,085 $593,973The following table discloses the components of “Accumulated other comprehensive loss,” net of tax, as of December 31, 2017 and 2016, respectively:121IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS(In thousands)As of December 31, 2017 2016Cumulative currency translation adjustment$(282,588) $(319,696)Cumulative unrealized gain on securities1,058 1,428Cumulative other adjustments(31,030) (37,608)Total accumulated other comprehensive loss$(312,560) $(355,876)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 and Latin America. TheInternational outdoor advertising segment primarily includes operations in Europe and Asia. The Other category includes the Company’s mediarepresentation business as well as other general support services and initiatives that are ancillary to the Company’s other businesses. Corporate includesinfrastructure and support, including information technology, human resources, legal, finance and administrative functions for each of the Company’sreportable segments, as well as overall executive, administrative and support functions. Share-based payments are recorded in corporate expense.During the first quarter of 2018, the Company revised its segment reporting, as discussed in Note 1.122IHEARTMEDIA, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS(In thousands)iHM Americas OutdoorAdvertising InternationalOutdoorAdvertising Other Corporate andother reconcilingitems Eliminations ConsolidatedYear Ended December 31, 2017Revenue$3,442,963 $1,256,326 $1,334,939 $143,684 $— $(6,918) $6,170,994Direct operating expenses1,059,123 574,113 828,652 — — (166) 2,461,722Selling, general andadministrative expenses1,245,741 219,467 289,170 100,322 — (3,054) 1,851,646Corporate expenses— — — — 315,596 (3,698) 311,898Depreciation and amortization233,757 189,707 131,224 14,967 31,640 — 601,295Impairment charges— — — — 10,199 — 10,199Other operating income, net— — — — 35,704 — 35,704Operating income (loss)$904,342 $273,039 $85,893 $28,395 $(321,731) $— $969,938Intersegment revenues$— $6,918 $— $— $— $— $6,918Segment assets$7,318,941 $2,969,326 $1,449,365 $167,493 $355,528 $(222) $12,260,431Capital expenditures$58,057 $74,580 $146,392 $890 $12,047 $— $291,966Share-based compensationexpense$— $— $— $— $12,078 $— $12,078Year Ended December 31, 2016Revenue$3,403,040 $1,278,413 $1,410,471 $171,593 $— $(3,455) $6,260,062Direct operating expenses975,463 570,310 851,748 1,255 — — 2,398,776Selling, general andadministrative expenses1,102,998 225,415 289,787 109,623 — (1,924) 1,725,899Corporate expenses— — — — 342,603 (1,531) 341,072Depreciation 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 $(32,594) $— $1,504,644Intersegment revenues$— $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 $— $314,717Share-based compensationexpense$— $— $— $— $13,133 $— $13,133Year 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— — — — 315,143 — 315,143Depreciation 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 $(285,361) $— $1,149,287Intersegment revenues$— $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 $— $296,380Share-based compensationexpense$— $— $— $— $11,067 $— $11,067Revenue of $1.5 billion, $1.6 billion and $1.6 billion derived from the Company’s foreign operations are included in the data above for the years endedDecember 31, 2017, 2016 and 2015, respectively. Revenue of $4.7 billion, $4.7 billion and $4.6 billion derived123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, 2017, 2016 and 2015, respectively.Identifiable long-lived assets of $598.6 million, $540.4 million and $629.5 million derived from the Company’s foreign operations are included in the dataabove for the years ended December 31, 2017, 2016 and 2015, respectively. Identifiable long-lived assets of $1.3 billion, $1.4 billion and $1.6 billionderived from the Company’s U.S. operations are included in the data above for the years ended December 31, 2017, 2016 and 2015, respectively.124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, 2017 2016 2017 2016 2017 2016 2017 2016Revenue$1,329,322 $1,361,798 $1,590,368 $1,614,472 $1,537,416 $1,566,582 $1,713,888 $1,717,210Operating expenses: Direct operatingexpenses571,262 566,664 614,377 613,186 621,895 591,740 654,188 627,186Selling, general andadministrativeexpenses450,619 425,568 447,290 434,581 438,654 421,700 515,083 444,050Corporate expenses78,362 77,859 77,158 87,657 77,967 86,832 78,411 88,724Depreciation andamortization146,106 155,456 147,795 162,144 149,749 158,453 157,645 159,174Impairment charges— — — — 7,631 8,000 2,568 —Other operatingincome, net31,084 284,463 6,916 (64,190) (13,215) (505) 10,919 133,788Operating income114,057 420,714 310,664 252,714 228,305 299,352 316,912 531,864Interest expense455,337 463,950 463,160 465,991 470,250 459,852 476,837 460,189Gain (loss) oninvestments, net(125) — (135) — (2,173) (13,767) (2,439) 860Equity in earnings(loss) ofnonconsolidatedaffiliates(242) (433) 240 (1,610) (2,238) 1,117 (615) (15,807)Gain (loss) onextinguishment ofdebt— — — — — 157,556 1,271 —Other income(expense), net(15,249) (5,712) 1,782 (34,019) 2,223 (7,323) (4,078) (26,048)Income (loss) beforeincome taxes(356,896) (49,381) (150,609) (248,906) (244,133) (22,917) (165,786) 30,680Income tax benefit(expense)(30,684) (9,493) (17,408) (27,137) (2,051) (5,613) 507,549 92,717Consolidated netincome (loss)(387,580) (58,874) (168,017) (276,043) (246,184) (28,530)341,763 123,397Less amountattributable tononcontrollinginterest635 29,622 6,020 2,857 1,993 6,471 (74,775) 17,362Net income(loss)attributable tothe Company$(388,215) $(88,496) $(174,037) $(278,900) $(248,177) $(35,001) $416,538 $106,035 Net income (loss) to the Company per common share:Basic$(4.58) $(1.05) $(2.05) $(3.30) $(2.92) $(0.41) $4.89 $1.25Diluted$(4.58) $(1.05) $(2.05) $(3.30) $(2.92) $(0.41) $4.85 $1.24The Company's Class A common shares are quoted for trading on the OTC / Pink Sheets Bulletin Board under the symbol IHRT.125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, 2017, 2016 and 2015, the Company recognized management fees and reimbursableexpenses of $15.2 million, $15.3 million and $15.4 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, 2017, 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 89.5% 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. 126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. As a result of the material weakness described below, our Chief Executive Officer and Chief Financial Officer concluded that ourdisclosure controls and procedures were not effective as of December 31, 2017.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. The design of a control system also is based in part upon assumptions and judgments made bymanagement about the likelihood of future events, and there can be no assurance that a control will be effective under all potential future conditions. As aresult, even an effective system of internal control over financial reporting can provide no more than reasonable assurance with respect to the fair presentationof financial statements and the processes under which they were prepared.A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibilitythat a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.As of December 31, 2017, 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, we determined that there was a material weakness in internal control over financialreporting with respect to Clear Media Limited, our outdoor business in China. Clear Media Limited is an indirect, non-wholly-owned subsidiary of theCompany whose ordinary shares are listed but currently suspended from trading on the Hong Kong Stock Exchange. Specifically, falsification of bankstatements and other supporting documentation used to complete bank reconciliations, collusion and circumvention of controls enabled an employee ofClear Media Limited to misappropriate $10.2 million over several years and resulted in discrepancies between actual cash balances and cash amountsincluded in the Company’s accounting records. These discrepancies were identified in January 2018 when the employee surrendered to the police in Chinaand confessed to the misappropriation, and our consolidated financial statements as of and for the year ended December 31, 2017 have been adjusted toaccurately reflect the Company’s cash balances.Upon discovery of the misappropriation, we undertook certain procedures including a forensic investigation and performance of incremental substantivetesting of the amounts recorded in the accounting records of our China business. Such procedures identified other matters, including three unauthorized bankaccounts opened in the names of certain subsidiaries of our China business of which management was not aware. The unauthorized bank accounts have beenreported to the police in China. Our investigation, as well as the investigation by the police, are on-going.The errors arising from the deficiencies identified at our China business are not material to the consolidated financial statements reported in any interim orannual period, and therefore did not result in a revision to previously filed financial statements. However, the control deficiencies could have resulted inmisstatements of the aforementioned accounts and disclosures that could have resulted in a material misstatement or omission to the annual or interimconsolidated financial statements that would not have been prevented or detected in a timely manner. Specifically, it was determined that our China businesshad control deficiencies127related to: circumvention of controls and the related control environment through collusion and override of control processes; inadequate segregation ofduties; and inadequate controls regarding the safeguarding of authorization mechanisms for bank accounts. We have determined that these controldeficiencies constitute a material weakness.Because of this material weakness, management concluded that we did not maintain effective internal control over financial reporting as of December 31,2017, based on criteria described in the 2013 Framework.The effectiveness of the Company’s internal control over financial reporting as of December 31, 2017 has been audited by Ernst & Young LLP, anindependent registered public accounting firm, as stated in their report which appears in this Item under the heading “Report of Independent RegisteredPublic Accounting Firm.”Remediation of the Material WeaknessWe are evaluating the material weakness and developing a plan of remediation to strengthen the internal controls over the cash management process andfinancial reporting of our China business. The remediation plan at Clear Media Limited will include actions to:•implement additional monitoring controls through revising and formalizing the cash and cash equivalent review processes;•enhance the formality and rigor of review and reconciliation procedures;•strengthen controls around access and use of banking authorization tokens and chops; and•formalize review and approval processes around related party transactions;We are committed to maintaining a strong internal control environment and believe that these remediation efforts will address the weakness in controlsdescribed above. We have started to implement these steps, however, some of these steps will take time to be fully integrated and confirmed to be effectiveand sustainable. Additional controls may also be required over time. Until the remediation steps set forth above are fully implemented and tested, the materialweakness described above will continue to exist.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.128Report of Independent Registered Public Accounting FirmTo the Stockholders and the Board of Directors of iHeartMedia, Inc.Opinion on Internal Control over Financial ReportingWe have audited iHeartMedia, Inc. and subsidiaries' internal control over financial reporting as of December 31, 2017, based on criteria established inInternal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSOcriteria). In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria,iHeartMedia, Inc. and subsidiaries (the Company) has not maintained effective internal control over financial reporting as of December 31, 2017, based onthe COSO criteria.A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility thata material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following materialweakness has been identified and included in management’s assessment. Management has identified a material weakness in controls related to an inadequatecontrol environment at its China based subsidiary, Clear Media Limited, specifically it was determined that there was inadequate segregation of duties andinadequate controls regarding the safeguarding of authorization mechanisms for transactions.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2017 consolidatedfinancial statements of the Company and financial statement schedule listed in the Index at Item 15 (a)2. This material weakness was considered indetermining the nature, timing and extent of audit tests applied in our audit of the 2017 consolidated financial statements, and this report does not affect ourreport dated May 3, 2018, which expressed an unqualified opinion thereon that included an explanatory paragraph regarding the Company’s ability tocontinue as a going concern.Basis for OpinionThe Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness ofinternal control over financial reporting included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Ourresponsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firmregistered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and theapplicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether effective internal control over financial reporting was maintained in all material respects.Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing andevaluating the design an 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.Definition and Limitations on Internal Control Over Financial ReportingA 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 the transaction are recorded as necessary to permitpreparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company arebeing made only in accordance with authorization of management and directors of the company; and (3) provide reasonable assurance regarding preventionor timely 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 and procedures may deteriorate./s/ Ernst & Young LLP129San Antonio, TexasMay 3, 2018130ITEM 9B. Other InformationNot Applicable131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 will be provided in an amendment to this Annual Report on Form 10-K/A.ITEM 11. Executive CompensationThe information required by this item will be provided in an amendment to this Annual Report on Form 10-K/A.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) 8,310,781(3) $35.09 2,244,693Equity Compensation Plansnot approved by securityholders — — —Total 8,310,781 $35.09 2,244,693(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 6,218,655shares are subject to outstanding restricted shares.All other information required by this item is will be provided in an amendment to this Annual Report on Form 10-K/A.ITEM 13. Certain Relationships and Related Transactions, and Director IndependenceThe information required by this item will be provided in an amendment to this Annual Report on Form 10-K/A.ITEM 14. Principal Accounting Fees and ServicesThe information required by this item will be provided in an amendment to this Annual Report of Form 10-K/A.132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, 2017 and 2016.Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2017, 2016 and 2015.Consolidated Statements of Changes in Stockholders' Deficit for the Years Ended December 31, 2017, 2016 and 2015.Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015.Notes to Consolidated Financial Statements2. Financial Statement Schedule.The following financial statement schedule for the years ended December 31, 2017, 2016 and 2015 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.133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, 2015 $32,396 $30,579 $26,310 $(1,776) $34,889Year ended December 31, 2016 $34,889 $27,390 $27,898 $(499) $33,882Year ended December 31, 2017 $33,882 $38,944 $25,800 $1,424 $48,450(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, 2015 $655,658 $314,098 $(457) $(24,723) $944,576Year ended December 31, 2016 $944,576 $109,285 $(49,577) $(14,360) $989,924Year ended December 31, 2017 $989,924 $319,429 $(12,155) $(344,861) $952,337(1)During 2015, 2016 and 2017, the Company recorded valuation allowances on deferred tax assets attributable to net operating losses in certainforeign jurisdictions. In addition, during 2015, 2016 and 2017 the Company recorded a valuation allowance of $305.3 million, $61.5 million and$387.7 million, respectively, on a portion of its deferred tax assets attributable to federal and state net operating loss carryforwards due to theuncertainty of the ability to utilize those losses in future periods.(2)During 2015, 2016 and 2017, 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 2015, 2016 and 2017, 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. During 2017, the Company adjusted the carrying value of itsU.S. federal deferred tax balance due to the U.S. federal tax reform bill that was enacted in 2017. The tax bill reduced the U.S. federal corporate taxrate to 21% and resulted in a reduction to the valuation allowance balance of $336.3 million during the period.1343. Exhibits.ExhibitNumber Description3.1 Fourth Amended and Restated Certificate of Incorporation of iHeartMedia, Inc. (Incorporated by reference to Exhibit 3.1 to the iHeartMedia,Inc. Annual Report on Form 10-K for the year ended December 31, 2016.)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). 135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). 136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 Supplemental Indenture, dated as of August 14, 2017, among Clear Channel International B.V., the guarantors party thereto, and U.S. BankNational Association, as trustee, paying agent, registrar and transfer agent (incorporated by reference to Exhibit 4.1 to Clear ChannelOutdoor Holdings, Inc.’s Current Report on Form 8-K filed on August 14, 2017).4.32 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).137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). 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). 138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). 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 10.6 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). 139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). 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). 140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). 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). 141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). 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). 142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). 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 (Incorporatedby reference to Exhibit 10.81 to the iHeartMedia, Inc. Annual Report on Form 10-K for the year ended December 31, 2015). 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 (Incorporated by reference to Exhibit 10.87 to the iHeartMedia, Inc. Annual Report on Form 10-K forthe year ended December 31, 2016). 10.88§ iHeartMedia, Inc. 2017 Key Employee Incentive Plan (Incorporated by reference to Exhibit 10.88 to the iHeartMedia, Inc. Annual Report onForm 10-K for the year ended December 31, 2016). 14310.89 Credit Agreement, dated as of November 30, 2017, by and among iHeartCommunications, Inc., iHeartMedia Capital I, LLC, the subsidiaryborrowers party thereto, TPG Specialty Lending, Inc., as Administrative Agent and Sole Lead Arranger, the other lenders and letter of creditissuers from time to time party thereto and the other agents party thereto (Incorporated by reference to Exhibit 10.1 toiHeartCommunications, Inc.’s Current Report on Form 8-K filed on December 1, 2017).10.90 Third Amendment, dated November 29, 2017, to the Revolving Promissory Note dated November 10, 2005, by iHeartCommunications, Inc.,as maker, and Clear Channel Outdoor Holdings, Inc., as payee (Incorporated by reference to Exhibit 10.2 to iHeartCommunications, Inc.’sCurrent Report on Form 8-K filed on December 1, 2017).10.91 Second Amendment, dated November 29, 2017, to the Revolving Promissory Note dated November 10, 2005, by Clear Channel OutdoorHoldings, Inc., as maker, and iHeartCommunications, Inc., as payee (Incorporated by reference to Exhibit 10.3 to iHeartCommunications,Inc.’s Current Report on Form 8-K filed on December 1, 2017).10.92§ Employment Agreement Amendment, dated as of November 10, 2017, by and between Robert H. Walls, Jr. and iHeartMedia, Inc.(incorporated by reference to Exhibit 10.1 to iHeartMedia, Inc.’s Current Report on Form 8-K filed on November 16, 2017).10.93§ First Amendment to Employment Agreement, effective as of July 3, 2017, between Steven J. Macri and iHeartMedia, Inc. (incorporated byreference to Exhibit 10.3 to Clear Channel Outdoor Holdings, Inc.’s Current Report on Form 8-K filed on July 5, 2017).10.94 Binding Option and Letter of Intent, dated February 9, 2017, between iHeartMedia, Inc. and Clear Channel Outdoor Holdings, Inc.(incorporated by reference to Exhibit 10.1 of Clear Channel Outdoor Holdings, Inc.'s Quarterly Report on Form 10-Q filed May 4, 2017).10.95§ Amendment No. 3 to Employment Agreement, dated as of May 20, 2017, between C. William Eccleshare and Clear Channel OutdoorHoldings, Inc. (incorporated by reference to Exhibit 10.1 to Clear Channel Outdoor Holdings, Inc.’s Quarterly Report on Form 10-Q filed onAugust 3, 2017).10.96§ First Amendment to Employment Agreement, effective as of May 1, 2017, between Scott D. Hamilton and iHeartMedia ManagementServices, Inc. (incorporated by reference to Exhibit 10.1 to iHeartMedia, Inc.’s Quarterly Report on Form 10-Q filed on November 8, 2017).10.97 Restructuring Support Agreement, dated March 16, 2018, by and among iHeartMedia, Inc., the subsidiaries party thereto, and the creditorsand equityholders party thereto (incorporated by reference to Exhibit 10.1 to iHeartMedia’s Current Report on Form 8-K filed on March 19,2018).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. 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. 144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.145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 May 3, 2018.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.146NameTitleDate /s/ Robert W. PittmanRobert W. PittmanChairman and Chief Executive Officer (Principal Executive Officer) and DirectorMay 3, 2018 /s/ Richard J. BresslerRichard J. BresslerPresident, Chief Operating Officer, Chief Financial Officer (Principal FinancialOfficer) and DirectorMay 3, 2018 /s/ Scott D. HamiltonScott D. HamiltonSenior Vice President, Chief Accounting Officer (Principal Accounting Officer) andAssistant SecretaryMay 3, 2018 /s/ David C. AbramsDavid C. AbramsDirectorMay 3, 2018/s/ John N. BelitsosJohn N. BelitsosDirectorMay 3, 2018/s/ Frederic F. BraceFrederic F. BraceDirectorMay 3, 2018 /s/ James C. CarlisleJames C. CarlisleDirectorMay 3, 2018 /s/ John P. ConnaughtonJohn P. ConnaughtonDirectorMay 3, 2018 /s/ Charles H. CremensCharles H. CremensDirectorMay 3, 2018 /s/ Matthew J. FreemanMatthew J. FreemanDirectorMay 3, 2018/s/ Laura GrattanLaura GrattanDirectorMay 3, 2018 /s/ Blair E. HendrixBlair E. HendrixDirectorMay 3, 2018 /s/ Jonathon S. JacobsonJonathon S. JacobsonDirectorMay 3, 2018 /s/ Scott M. SperlingScott M. SperlingDirectorMay 3, 2018147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 Funding, Inc.DEBroader Media Funding, LLCDEBroader Media Holdings, LLCDEBroader Media, LLCDECapstar Radio Operating CompanyDECapstar TX, LLCTXCC Broadcast Holdings, Inc.NVCC CV LP, LLCDECC Finco Holdings, LLCDECC Finco, LLCDECC Finco Merger Sub, LLCDECC Licenses, LLCDECC Outdoor Holdings, Inc.DECCHCV 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 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, LLCDEClear Channel Mexico Holdings, Inc.NVClear Channel Outdoor Holdings Company CanadaDEClear Channel Outdoor Holdings, Inc.DEClear Channel Outdoor, Inc.DEClear Channel Peoples, LLCDEClear Channel Real Estate Services, LLCTXClear Channel Real Estate, LLCDEClear Channel Spectacolor, LLCDEClear Channel Worldwide Holdings, Inc.NVCritical 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 Finance Corp.DEiHM Finance, 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 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 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 Curacao NVCuracaoInterspace Airport Advertising Grand CaymanCayman IslandsInterspace Airport Advertising Netherlands Antilles NVNetherlands AntillesInterspace 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 KingdomPremium Holdings 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.CanadaRadio Computing Services of Australia Pty Ltd.AustraliaRCS Europe SARLFranceRCS Radio Computing China, Inc.ChinaRCS Works Mena DMCC Regentfile Ltd.United KingdomRockbox Ltd.United KingdomService2CitiesBelgiumSIA Clear Channel LatviaLatviaSignways Ltd.United KingdomSites International Ltd.United KingdomStorm Outdoor Ltd.United KingdomThe Canton Property Investment Co. Ltd.United KingdomThe Kildoon Property Co. Ltd.United KingdomTorpix Ltd.United KingdomTown & City Posters Advertising. 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. 2015 Executive Long-Term Incentive Plan (No. 333-205205) of our reports dated May 3, 2018, with respect to the consolidated financial statements and schedule of iHeartMedia, Inc., and the effectiveness of internalcontrol over financial reporting of iHeartMedia, Inc., included in this Annual Report (Form 10-K) for the year ended December 31, 2017. /s/ Ernst & Young LLPSan Antonio, TexasMay 3, 2018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: May 3, 2018/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: May 3, 2018/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, 2017 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: May 3, 2018By: /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, 2017 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: May 3, 2018By: /s/ Richard J. BresslerName: Richard J. BresslerTitle: President and Chief Financial Officer

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