[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2015, or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ________ to _________.
| [X] | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2017, or |
| [ ] | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ________ to _________. |
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| |
| Delaware | 26-0241222 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
20880 Stone Oak Parkway San Antonio, Texas |
| |
(Address of principal executive offices) | (Zip code) | |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES [ ] NO [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. YES [ ] NO [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Smaller reporting company [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). YES [ ] NO [X]
As of June 30, 2015, the aggregate market value of the common stock beneficially held by non-affiliates of the registrant was approximately $68.4 million based on the closing sales price of the Class A common stock, as reported on the Over-the-Counter Bulletin Board.
On February 22, 2016, there were 30,064,745 outstanding shares of Class A common stock (including 111,291 shares owned by a subsidiary and excluding 230,712 shares held in treasury), 555,556 outstanding shares of Class B common stock and 58,967,502 outstanding shares of Class C common stock.
$0.001 par value
| Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES [ ] NO [X] |
| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. YES [ ] NO [X] |
| Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (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 and posted 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’s knowledge, 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. Large accelerated 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 financial accounting 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 subsequent to 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 closing sales 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 in treasury), 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. |
Portions
not file voluntary petitions for reorganization under the Bankruptcy Code and are not Debors in the Chapter 11 Cases. internationally. voice-controlled devices. Latina. application on . In January 2017 we announced the official release of our two new on demand subscription services, iHeartRadio Plus and iHeartRadio 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 custom radio listening with the addition of replay and unlimited skip functionality, the ability to save songs directly to user playlists and search for songs from a library of millions of tracks; iHeartRadio All Access combines the interactive functionality of iHeartRadio Plus with a complete music collection and library linked seamlessly to the radio listening experience, with functionality including the ability to listen offline; build subscribers' personal music libraries; no playback cap; and the ability to delete and sequence their playlist experience as well as manage unlimited playlists. Nielsen Number Market of Rank(1) Market Stations 1 New York, NY 6 2 Los Angeles, CA 8 3 Chicago, IL 7 4 San Francisco, CA 7 5 Dallas-Ft. Worth, TX 6 6 Houston-Galveston, TX 6 7 Washington, DC 7 8 Atlanta, GA 7 9 Philadelphia, PA 6 10 Boston, MA 5 11 Miami-Ft. Lauderdale-Hollywood, FL 7 12 Detroit, MI 6 13 Seattle-Tacoma, WA 6 14 Phoenix, AZ 8 16 Minneapolis-St. Paul, MN 6 17 San Diego, CA 7 18 Denver-Boulder, CO 8 19 Tampa-St. Petersburg-Clearwater, FL 8 21 Baltimore, MD 4 22 St. Louis, MO 6 23 Portland, OR 7 24 Charlotte-Gastonia-Rock Hill, NC-SC 4 25 Riverside-San Bernardino, CA 6 Total Top 25 Markets 148 Premiere Networks Our broadcast radio stations compete for listeners primarily on the basis of program content that appeals to a particular demographic group. Our targeted listener base of specific demographic groups in each of our markets allows us to attract advertisers seeking to reach those listeners. segment. Year Ended December 31, 2015 2014 2013 Billboards: Bulletins 58% 58% 56% Posters 12% 12% 12% Street furniture displays 6% 7% 7% Transit displays 15% 16% 16% Spectaculars/wallscapes 5% 3% 4% Other 4% 4% 5% Total 100% 100% 100% Our Americas outdoor segment generates revenues from local and national sales. Our advertising rates are based on a number of different factors including location, competition, size of display, illumination, market and gross ratings points. Gross ratings points are the total number of impressions delivered, expressed as a percentage of a market population, of a display or group of displays. 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. Street Furniture Displays graphics on a single sheet of vinyl restaurants. campaigns that open up new possibilities for advertisers to engage with their target audiences. We had more than Year Ended December 31, 2015 2014 2013 Street furniture displays 52% 50% 49% Billboards 19% 20% 21% Transit displays 9% 10% 10% Other (1) 20% 20% 20% Total 100% 100% 100% Due to its dynamic and real time delivery capabilities, digital street furniture can be sold flexibly, allowing advertisers to buy solutions on a ‘play and impact’ audience-based model advertising changes, digital premium billboards typically deliver our highest rates. Almost all of the advertising copy displayed on targeted messages. stations throughout the United States. 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 concerning the nature and extent of regulation of our iHeartMedia business. Finally, The current FCC ownership rules relevant to our business are summarized below. As noted below, the FCC has recently adopted an order eliminating limitations on radio-television cross-ownership. foreign ownership restrictions. Content, Licenses and Royalties breach that compromises certain categories of their personally identifiable information. Any failure on our part to comply with these laws may subject us to significant liabilities. regulations also limit our ability to relocate, rebuild, repair, maintain, upgrade, modify or replace existing legal non-conforming billboards. other purposes; conditions. businesses. Our ability to compete effectively 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, financial condition and operating results would be adversely affected. operations. hosts. and program hosts to protect our interests in those relationships, we can give no assurance that all or any of these persons will remain with us or will retain their audiences. Competition for these individuals 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 of these 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 is highly sensitive to rapidly changing public tastes. A loss of such popularity or audience loyalty is beyond our control and could have a material adverse effect on our ability to attract local and/or national advertisers and on our revenue and/or ratings, and could result in increased expenses. individuals. control. transacts business in many key European 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 unclear how 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 may cause our customers to closely monitor their costs and reduce the amount they spend on advertising. Any of these or similar effects of Brexit could adversely impact our business, operating results, cash flows and financial condition. terms. risks. In addition, dispositions and acquisitions outside of the ordinary course of business during the Chapter 11 Cases will be subject to Bankruptcy Court approval. results. the on-air broadcast of their sound recordings (this would be in addition to payments already made by broadcasters to owners of musical work rights, such as songwriters, composers and publishers). Moreover, it is possible that our license fees and negotiating costs associated with obtaining rights to use musical compositions and sound recordings in our programming content could sharply increase as a result of private negotiations, one or more regulatory rate-setting processes, or administrative and court decisions. The CRB operations. Regulations and consumer concerns regarding privacy and data protection, or any failure to comply with these regulations, could hinder our operations. products. 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 for reporting purposes. States. us. Cautionary Statement Concerning Forward-Looking Statements On Chairman and Chief Executive Officer Richard J. Bressler President, Chief Operating Officer, Chief Financial Officer and Director Scott R. Wells Chief Executive Officer – Clear Channel Outdoor Americas C. William Eccleshare Chairman and Chief Executive Steven J. Macri Senior Vice President – Corporate Finance Scott D. Hamilton Senior Vice President, Chief Accounting Officer and Assistant Secretary Robert H. Walls, Jr. Executive Vice President, General Counsel and Secretary Scott R. Wellsis the Chief Executive Officer of Clear Channel Outdoor Americas at each of the Class A Common Stock Market Price Class A Common Stock Market Price High Low High Low 2015 2014 First Quarter................ $7.65 $4.20 First Quarter.................. $8.00 $6.50 Second Quarter........... 7.50 5.15 Second Quarter............. 7.40 6.50 Third Quarter.............. 7.05 4.05 Third Quarter................ 9.30 7.26 Fourth Quarter............ 4.50 0.85 Fourth Quarter.............. 9.26 6.80 Period Total Number of Shares Purchased(1)(2) Average Price Paid per Share(1)(2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs(2) October 1 through October 31 15,044 $ 3.80 - $ - November 1 through November 30 - - - - December 1 through December 31 3,669 1.07 - - Total 18,713 $ 3.27 - $ - (1)The shares indicated consist of shares of our Class A common stock tendered by employees to us during the three months ended December 31, The summary historical consolidated financial and other data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes thereto located within Item 8 of Part II of this Annual Report on Form 10-K. (In thousands) For the Years Ended December 31, 2015 2014 2013 2012 2011 Results of Operations Data: Revenue $ 6,241,516 $ 6,318,533 $ 6,243,044 $ 6,246,884 $ 6,161,352 Operating expenses: Direct operating expenses (excludes depreciation and amortization) 2,473,345 2,545,448 2,567,210 2,504,529 2,511,406 Selling, general and administrative expenses (excludes depreciation and amortization) 1,701,555 1,676,125 1,636,738 1,660,289 1,599,064 Corporate expenses (excludes depreciation and amortization) 315,564 320,331 313,514 293,207 237,920 Depreciation and amortization 673,991 710,898 730,828 729,285 763,306 Impairment charges (1) 21,631 24,176 16,970 37,651 7,614 Other operating income (expense), net 94,001 40,031 22,998 48,127 12,682 Operating income 1,149,431 1,081,586 1,000,782 1,070,050 1,054,724 Interest expense 1,805,496 1,741,596 1,649,451 1,549,023 1,466,246 Gain (loss) on investments (4,421) - 130,879 (4,580) (4,827) Equity in earnings (loss) of nonconsolidated affiliates (902) (9,416) (77,696) 18,557 26,958 Loss on extinguishment of debt (2,201) (43,347) (87,868) (254,723) (1,447) Other income (expense), net 13,056 9,104 (21,980) 250 (3,169) Loss before income taxes (650,533) (703,669) (705,334) (719,469) (394,007) Income tax benefit (expense) (86,957) (58,489) 121,817 308,279 125,978 Consolidated net loss (737,490) (762,158) (583,517) (411,190) (268,029) Less amount attributable to noncontrolling interest 17,131 31,603 23,366 13,289 34,065 Net loss attributable to the Company $ (754,621) $ (793,761) $ (606,883) $ (424,479) $ (302,094) For the Years Ended December 31, 2015 2014 2013 2012 2011 Net loss per common share: Basic Net loss attributable to the Company $ (8.95) $ (9.46) $ (7.31) $ (5.23) $ (3.70) Diluted: Net loss attributable to the Company $ (8.95) $ (9.46) $ (7.31) $ (5.23) $ (3.70) Dividends declared per share - - - - - (1) We recorded non-cash impairment charges of $21.6 million, $24.2 million, $17.0 million, $37.7 million and $7.6 million during 2015, 2014, 2013, 2012 and 2011, respectively. Our impairment charges are discussed more fully in Item 8 of Part II of this Annual Report on Form 10-K. (In thousands) As of December 31, 2015 2014 2013 2012 2011 Balance Sheet Data: Current assets $ 2,810,883 $ 2,142,350 $ 2,461,327 $ 2,987,753 $ 2,985,285 Property, plant and equipment, net 2,212,556 2,699,064 2,897,630 3,036,854 3,063,327 Total assets 13,821,098 14,002,449 15,045,335 16,286,659 16,542,039 Current liabilities 1,659,228 1,364,285 1,763,618 1,782,142 1,428,962 Long-term debt, net of current maturities 20,687,082 20,322,414 20,030,479 20,365,369 19,938,531 Shareholders’ deficit (10,606,681) (9,665,208) (8,696,635) (7,995,191) (7,471,941) hours on our digital platforms. Our programming and general and administrative departments incur most of our fixed costs, such as utilities and office salaries. We incur discretionary costs in our advertising, marketing and promotions, which we primarily use in an effort to maintain and/or increase our audience share. Lastly, we have incentive systems in each of our departments which provide for bonus payments based on specific performance metrics, including ratings, revenue Management typically monitors our outdoor advertising business by reviewing the average rates, average revenue per display, occupancy and inventory levels of each of our display types by market. which constitute a larger portion of our business internationally, may result in higher site lease costs in our International business. radio stations in Seattle, WA. Consolidated Results of Operations The comparison of our historical results of operations for the year ended December 31, 2015 to the year ended December 31, 2014 is as follows: (In thousands) Years Ended December 31, % 2015 2014 Change Revenue $ 6,241,516 $ 6,318,533 (1%) Operating expenses: Direct operating expenses (excludes depreciation and amortization) 2,473,345 2,545,448 (3%) Selling, general and administrative expenses (excludes depreciation and amortization) 1,701,555 1,676,125 2% Corporate expenses (excludes depreciation and amortization) 315,564 320,331 (1%) Depreciation and amortization 673,991 710,898 (5%) Impairment charges 21,631 24,176 (11%) Other operating income, net 94,001 40,031 135% Operating income 1,149,431 1,081,586 6% Interest expense 1,805,496 1,741,596 Loss on investments, net (4,421) - Equity in loss of nonconsolidated affiliates (902) (9,416) Loss on extinguishment of debt (2,201) (43,347) Other income, net 13,056 9,104 Loss before income taxes (650,533) (703,669) Income tax expense (86,957) (58,489) Consolidated net loss (737,490) (762,158) Less amount attributable to noncontrolling interest 17,131 31,603 Net loss attributable to the Company $ (754,621) $ (793,761) Consolidated Revenue Australia and Turkey in 2016, which generated $13.7 million and $149.4 million in revenue in the years ended December 31, 2017 and 2016, respectively. Consolidated Selling, General and Administrative (“SG&A”) Expenses 2017. lower claims. was incurred by Corporate. $10.9 million of these costs are reported within direct operating expenses, $16.4 million are reported within SG&A and $3.6 million are reported within corporate expenses. amortized. in cumulative translation adjustments, on the sale of our Turkey business in the second quarter of 2016. 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 cash and certain advertising assets in Florida. Interest Expense loss in 2016. Benefit (Expense) iHM Results of Operations Our iHM operating results were as follows: (In thousands) Years Ended December 31, % 2015 2014 Change Revenue $ 3,284,320 $ 3,161,503 4% Direct operating expenses 972,937 932,172 4% SG&A expenses 1,065,716 1,014,432 5% Depreciation and amortization 240,230 240,868 (0%) Operating income $ 1,005,437 $ 974,031 3% iHM revenue increased certain non-public companies. Americas Outdoor Advertising Results of Operations Our Americas outdoor operating results were as follows: (In thousands) Years Ended December 31, % 2015 2014 Change Revenue $ 1,349,021 $ 1,350,623 (0%) Direct operating expenses 597,382 605,771 (1%) SG&A expenses 233,254 233,641 (0%) Depreciation and amortization 204,514 203,928 0% Operating income $ 313,871 $ 307,283 2% in Latin America. International Outdoor Advertising Results of Operations Our International outdoor operating results were as follows: (In thousands) Years Ended December 31, % 2015 2014 Change Revenue $ 1,457,183 $ 1,610,636 (10%) Direct operating expenses 897,520 991,117 (9%) SG&A expenses 298,250 314,878 (5%) Depreciation and amortization 166,060 198,143 (16%) Operating income $ 95,353 $ 106,498 (10%) International outdoor revenue decreased new contracts. Consolidated Results of Operations The comparison of our historical results of operations for the year ended December 31, 2014 to the year ended December 31, 2013 is as follows: (In thousands) Years Ended December 31, % 2014 2013 Change Revenue $ 6,318,533 $ 6,243,044 1% Operating expenses: Direct operating expenses (excludes depreciation and amortization) 2,545,448 2,567,210 (1%) Selling, general and administrative expenses (excludes depreciation and amortization) 1,676,125 1,636,738 2% Corporate expenses (excludes depreciation and amortization) 320,331 313,514 2% Depreciation and amortization 710,898 730,828 (3%) Impairment charges 24,176 16,970 42% Other operating income, net 40,031 22,998 74% Operating income 1,081,586 1,000,782 8% Interest expense 1,741,596 1,649,451 Gain (loss) on marketable securities - 130,879 Equity in earnings (loss) of nonconsolidated affiliates (9,416) (77,696) Loss on extinguishment of debt (43,347) (87,868) Other income (expense), net 9,104 (21,980) Loss before income taxes (703,669) (705,334) Income tax benefit (58,489) 121,817 Consolidated net loss (762,158) (583,517) Less amount attributable to noncontrolling interest 31,603 23,366 Net loss attributable to the Company $ (793,761) $ (606,883) iHM Results of Operations Our iHM operating results were as follows: (In thousands) Years Ended December 31, % 2014 2013 Change Revenue $ 3,161,503 $ 3,131,595 1% Direct operating expenses 932,172 955,767 (2%) SG&A expenses 1,014,432 982,514 3% Depreciation and amortization 240,868 262,136 (8%) Operating income $ 974,031 $ 931,178 5% Americas Outdoor Advertising Results of Operations Our Americas outdoor advertising operating results were as follows: (In thousands) Years Ended December 31, % 2014 2013 Change Revenue $ 1,350,623 $ 1,385,757 (3%) Direct operating expenses 605,771 610,750 (1%) SG&A expenses 233,641 243,456 (4%) Depreciation and amortization 203,928 206,031 (1%) Operating income $ 307,283 $ 325,520 (6%) International Outdoor Advertising Results of Operations Our International outdoor operating results were as follows: (In thousands) Years Ended December 31, % 2014 2013 Change Revenue $ 1,610,636 $ 1,560,433 3% Direct operating expenses 991,117 983,978 1% SG&A expenses 314,878 300,116 5% Depreciation and amortization 198,143 194,493 2% Operating income $ 106,498 $ 81,846 30% Reconciliation of Segment Operating Income to Consolidated Operating Income (In thousands) Years Ended December 31, 2015 2014 2013 iHM $ 1,005,437 $ 974,031 $ 931,178 Americas outdoor advertising 313,871 307,283 325,520 International outdoor advertising 95,353 106,498 81,846 Other 14,765 32,676 (1,399) Impairment charges (21,631) (24,176) (16,970) Other operating income, net 94,001 40,031 22,998 Corporate expense (1) (352,365) (354,757) (342,391) Consolidated operating income $ 1,149,431 $ 1,081,586 $ 1,000,782 (1) Corporate expenses include expenses related to iHM, Americas outdoor, International outdoor and our Other category, as well as overall executive, administrative and support functions. Share-Based Compensation Expense vest based on market, performance and service conditions. This cost will be recognized when it becomes probable that the performance condition will be satisfied. LIQUIDITY AND CAPITAL RESOURCES Cash Flows The following discussion highlights cash flow activities during the years ended December 31, 2015, 2014 and 2013: (In thousands) Years Ended December 31, 2015 2014 2013 Cash provided by (used for): Operating activities $ (77,304) $ 245,116 $ 212,872 Investing activities $ 30,234 $ (88,682) $ (133,365) Financing activities $ 377,410 $ (398,001) $ (595,882) included non-cash items of $195.1 million and $700.8 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 and note discounts, net, share-based compensation, gain on disposal of operating and fixed assets, loss on investments, equity in loss of nonconsolidated affiliates, (gain) loss on extinguishment of debt, and other reconciling items, net as presented on the face of the consolidated statement of cash flows. The decrease in cash used for operating activities is primarily attributed to changes in working capital balances, particularly accounts receivable, which were driven 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 accrued interest payments and higher interest rates as a result of financing transactions. Cash provided by investing activities of $30.2 million in 2015 primarily reflected proceeds of $369.9 million from the sale of broadcasting towers and 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 costs incurred 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 capital expenditures and $85.8 million used to purchase businesses, investments and other operating assets. We spent Sources of Capital As of December 31, 2015 and 2014, we had the following debt outstanding, net of cash and cash equivalents: December 31, (In millions) 2015 2014 Senior Secured Credit Facilities: Term Loan B Facility Due 2016 - 916.1 Term Loan C - Asset Sale Facility Due 2016 - 15.2 Term Loan D Facility Due 2019 5,000.0 5,000.0 Term Loan E Facility Due 2019 1,300.0 1,300.0 Receivables Based Credit Facility Due 2017 (1) 230.0 - 9.0% Priority Guarantee Notes Due 2019 1,999.8 1,999.8 9.0% Priority Guarantee Notes Due 2021 1,750.0 1,750.0 11.25% Priority Guarantee Notes Due 2021 575.0 575.0 9.0% Priority Guarantee Notes Due 2022 1,000.0 1,000.0 10.625% Priority Guarantee Notes Due 2023 950.0 - Subsidiary Revolving Credit Facility due 2018(2) - - Other Secured Subsidiary Debt 25.2 19.2 Total Secured Debt 12,830.0 12,575.3 14.0% Senior Notes Due 2021 1,695.1 1,661.7 iHeartCommunications Legacy Notes: 5.5% Senior Notes Due 2016 192.9 192.9 6.875% Senior Notes Due 2018 175.0 175.0 7.25% Senior Notes Due 2027 300.0 300.0 10.0% Senior Notes Due 2018 730.0 730.0 Subsidiary Senior Notes: 6.5% Series A Senior Notes Due 2022 735.8 735.8 6.5% Series B Senior Notes Due 2022 1,989.2 1,989.2 Subsidiary Senior Subordinated Notes: 7.625% Series A Senior Notes Due 2020 275.0 275.0 7.625% Series B Senior Notes Due 2020 1,925.0 1,925.0 Subsidiary 8.75% Senior Notes due 2020 225.0 - Other Subsidiary Debt 0.2 1.0 Purchase accounting adjustments and original issue discount (204.6) (234.9) Total Debt 20,868.6 20,326.0 Less: Cash and cash equivalents 772.7 457.0 $ 20,095.9 $ 19,869.0 (1) The receivables based credit facility provides for borrowings of up to the lesser of $535.0 million (the revolving credit commitment) or the borrowing base amount, as defined under the receivables based credit facility, subject to certain limitations contained in iHeartCommunications’ material financing agreements. (2) The subsidiary revolving credit facility provides for borrowings of up to $75.0 million (the revolving credit commitment). May 15, 2019. As of December 31, Chapter 11 Cases are pending. The maximum ratio permitted under this financial covenant for the four quarters ended December 31, iHeartCommunications and certain subsidiary borrowers are the borrowers under the Facility. base rate term loans and revolving loans. As of December 31, On February 7, 2017, we completed an exchange offer of $476.4 million principal amount of our 10.0% Senior Notes due 2018 for $476.4 million principal amount of newly-issued 11.25% Priority Guarantee Notes due 2021, which were issued as “additional notes” under the indenture governing the 11.25% Priority Guarantee Notes due 2021. Of the $476.4 million principal amount of 11.25% Priority Guarantee Notes due 2021 issued in the exchange offer, $241.4 million principal amount was issued to subsidiaries of iHeartCommunications that exchanged 10.0% Senior Notes due 2018 in the exchange offer. On July 10, 2017, iHeartCommunications exchanged $15.6 million principal 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% Priority Guarantee Notes due 2021 that were held 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 due 2021 that were held by a subsidiary of iHeartCommunications. Subsidiary Senior Revolving Credit Facility 2017. iHeartCommunications 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 of iHeartCommunications. Although the non-payment of the $57.1 million of 5.50% Senior Notes due 2016 is a default under the indenture governing the 5.50% Senior Notes due 2016 (the “legacy notes indenture”), the subsidiary that holds the notes informed us that, while it retains its right to exercise remedies 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 to collect principal amounts due or exercise or request enforcement of any remedy with respect to the nonpayment of such principal amount under the legacy notes indenture. The cash. year. including the CCWH Senior Notes, equally with any of CCWH’s existing and future senior subordinated debt and ahead of all of CCWH’s existing and future debt that expressly provides that it is subordinated to the CCWH Subordinated Notes. The guarantees of the CCWH Subordinated Notes rank junior to each guarantor’s existing and future senior debt, including the CCWH Senior Notes, equally with each guarantor’s existing and future senior subordinated debt and ahead of each guarantor’s existing and future debt that expressly provides that it is subordinated to the guarantees of the CCWH Subordinated Notes. after making an asset sale offer if its debt to adjusted EBITDA CCOH has used substantially all of the $525.0 million general restricted payments basket capacity in the Series B CCWH Senior Subordinated Notes indenture. The Series A CCWH Senior Subordinated Notes indenture does not limit CCOH's ability to pay dividends. , bringing the total amount outstanding under the CCIBV Senior Notes as of December 31, 2017 to $375.0 million. During the first quarter of 2015, the Company sold two office buildings located in San Antonio, Texas for $34.3 million. Concurrently with the sale of these properties, the Company entered into lease agreements for the continued use of the buildings, pursuant to which the Company will have annual lease payments 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 the lease. Capital Expenditures Capital expenditures for the years ended December 31, 2015, 2014 and 2013 were as follows: (In millions) Years Ended December 31, 2015 2014 2013 iHM $ 59.0 $ 50.4 $ 75.7 Americas outdoor advertising 82.2 109.7 96.6 International outdoor advertising 132.5 117.5 100.9 Corporate and Other 22.7 40.6 51.3 Total capital expenditures $ 296.4 $ 318.2 $ 324.5 See the Contractual Obligations table under “Commitments, Contingencies and Guarantees” and Note 6 to our Consolidated Financial Statements located in Item 8 of Part II of this Annual Report on Form 10-K for the Company's future capital expenditure commitments. As of 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 B common stock, which collectively represent 89.5% of the outstanding 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 common stock. CCOH Dividends reorganization which must be confirmed by the Bankruptcy Court. In the normal course of business, our broadcasting operations have minimum future payments associated with employee and talent contracts. These contracts typically contain cancellation provisions that allow us to cancel the contract with good cause. The scheduled maturities of iHeartCommunications’ senior secured credit facilities, receivables based credit facility, priority guarantee notes, other long-term debt outstanding, and our future minimum rental commitments under non-cancelable lease agreements, minimum payments under other non-cancelable contracts, payments under employment/talent contracts, capital expenditure commitments and other long-term obligations as of December 31, 2015 are as follows: (In thousands) Payments due by Period Contractual Obligations Total 2016 2017-2018 2019-2020 Thereafter Long-term Debt: Secured Debt $ 12,830,043 $ 4,381 $ 247,524 $ 8,300,780 $ 4,277,358 Senior Notes due 2021 (1) 1,886,585 - 24,818 133,140 1,728,627 iHeartCommunications Legacy Notes 667,900 192,900 175,000 - 300,000 Senior Notes due 2018 730,000 - 730,000 - - CCWH Senior Notes 2,725,000 - - - 2,725,000 CCWH Senior Subordinated Notes 2,200,000 - - 2,200,000 - CCIBV Senior Notes 225,000 - - 225,000 - Other Long-term Debt 165 51 114 - - Interest payments on long-term debt (2) 8,323,726 1,754,683 3,416,125 2,150,150 1,002,768 Non-cancelable operating leases 3,915,338 424,613 702,454 582,521 2,205,750 Non-cancelable contracts 1,746,643 521,013 530,006 336,465 359,159 Employment/talent contracts 147,917 83,241 58,301 6,375 - Capital expenditures 69,003 41,180 12,944 2,334 12,545 Unrecognized tax benefits (3) 113,563 - - - 113,563 Other long-term obligations (4) 301,179 (190) 37,414 39,378 224,577 Total $ 35,882,062 $ 3,021,872 $ 5,934,700 $ 13,976,143 $ 12,949,347 (1) Beginning on August 1, 2018 and continuing with each interest payment thereafter, we are required to make certain applicable high yield discount obligation (“AHYDO”) catch-up payments on the principal amount outstanding of Senior Notes due 2021. Contractual obligations due in the years 2017-2018 and 2019-2020 include $24.8 million and $133.1 million, respectively, related to the AHYDO payments. The table includes the current principal amount of Senior Notes due 2021 and reflects the assumption of additional PIK notes to be issued at each successive interest payment date in the future until maturity. (2) Interest payments on the senior secured credit facilities assume the interest rate is held constant over the remaining term. (3) The non-current portion of the unrecognized tax benefits is included in the “Thereafter” column as we cannot reasonably estimate the timing or amounts 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 Report on Form 10-K. (4) Other long-term obligations includes $47.6 million related to asset retirement obligations recorded pursuant to ASC 410-20, which assumes the underlying assets will be removed at some period over the next 50 years. Also included are $.3 million of contract payments in our syndicated radio and media representation businesses and $253.3 million of various other long-term obligations. During the third quarter of 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. This update provides a one-year deferral of the effective date for ASU No. 2014-09, Revenue from Contracts with Customers. ASU No. 2014-09 provides guidance for the recognition, measurement and disclosure of revenue resulting from contracts with customers and will supersede virtually all of the current revenue recognition 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 each prior reporting period presented and the cumulative effect of applying the standard would be recognized at the earliest period shown, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. The Company expects to utilize the full retrospective method. The Company has substantially completed its evaluation of the potential changes from adopting the new standard on its future financial reporting and disclosures, which included reviews of contractual terms for all of the Company’s significant revenue streams and the development of an implementation plan. The Company continues to execute on its implementation plan, including detailed policy drafting and training of segment personnel. Based on its evaluation, the Company does not expect material changes to its consolidated revenues, operating income or balance sheets as a result of the implementation of this standard. statements. is greater than 90% of the fair market value of the property. An increase in the incremental borrowing rate decreases the net present value of the minimum lease payments and reduces the probability that a lease will be considered a capital lease. In determining the fair value of our FCC licenses, the following key assumptions were used: While we believe we have made reasonable estimates and utilized appropriate assumptions to calculate the fair value of our indefinite-lived intangible assets, it is possible a material change could occur. If future results are not consistent with our assumptions and estimates, we may be exposed to impairment charges in the future. The following table shows the change in the fair value of our indefinite-lived intangible assets that would result from a 100 basis point decline in our discrete and terminal period revenue growth rate and profit margin assumptions and a 100 basis point increase in our discount rate assumption: (In thousands) Revenue Profit Discount Description Growth Rate Margin Rates FCC license $ 394,350 $ 153,665 $ 445,694 Billboard permits $ 959,600 $ 161,500 $ 965,100 Based on our annual assessment using the assumptions described above, a hypothetical 10.0% reduction in the estimated fair value in each of our reporting 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 reporting units, it is possible a material change could occur. If future results are not consistent with our assumptions and estimates, we may be exposed to impairment charges in the future. The following table shows the decline in the fair value of each of our reportable segments that would result from a 100 basis point decline in our discrete and terminal period revenue growth rate and profit margin assumptions and a 100 basis point increase in our discount rate assumption: (In thousands) Revenue Profit Discount Description Growth Rate Margin Rates iHM $ 1,440,000 $ 320,000 $ 1,400,000 Americas Outdoor $ 920,000 $ 190,000 $ 890,000 International Outdoor $ 450,000 $ 230,000 $ 420,000 Provisions 2017. Asset Retirement Obligations QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (In thousands) (In thousands) December 31, December 31, 2015 2014 CURRENT ASSETS CURRENT ASSETS Cash and cash equivalents Cash and cash equivalents $ 772,678 $ 457,024 Accounts receivable, net of allowance of $34,889 in 2015 and $32,396 in 2014 1,442,038 1,395,248 Prepaid expenses Prepaid expenses 189,055 191,572 Assets held for sale Assets held for sale 295,075 - Other current assets Other current assets 112,037 98,506 Total Current Assets 2,810,883 2,142,350 PROPERTY, PLANT AND EQUIPMENT PROPERTY, PLANT AND EQUIPMENT Structures, net Structures, net 1,391,880 1,614,199 Other property, plant and equipment, net Other property, plant and equipment, net 820,676 1,084,865 INTANGIBLE ASSETS AND GOODWILL INTANGIBLE ASSETS AND GOODWILL Indefinite-lived intangibles - licenses Indefinite-lived intangibles - licenses 2,413,483 2,411,071 Indefinite-lived intangibles - permits Indefinite-lived intangibles - permits 971,327 1,066,748 Other intangibles, net Other intangibles, net 953,660 1,206,727 Goodwill Goodwill 4,128,887 4,187,424 OTHER ASSETS OTHER ASSETS Other assets Other assets 330,302 289,065 Total Assets Total Assets $ 13,821,098 $ 14,002,449 CURRENT LIABILITIES CURRENT LIABILITIES Accounts payable Accounts payable $ 153,276 $ 132,258 Accrued expenses Accrued expenses 834,416 799,475 Accrued interest Accrued interest 279,100 252,900 Deferred income Deferred income 210,924 176,048 Current portion of long-term debt Current portion of long-term debt 181,512 3,604 Total Current Liabilities 1,659,228 1,364,285 Long-term debt Long-term debt 20,687,082 20,322,414 Deferred income taxes Deferred income taxes 1,554,898 1,526,095 Other long-term liabilities Other long-term liabilities 526,571 454,863 Commitments and contingent liabilities (Note 6) Commitments and contingent liabilities (Note 6) SHAREHOLDERS' DEFICIT Noncontrolling interest Noncontrolling interest 177,615 224,140 Class A Common Stock, par value $.001 per share, authorized 400,000,000 shares, issued 30,295,457 and 29,307,583 shares in 2015 and 2014, respectively 30 29 Class B Common Stock, par value $.001 per share, authorized 150,000,000 shares, issued 555,556 shares in 2015 and 2014 1 1 Class C Common Stock, par value $.001 per share, authorized 100,000,000 shares, issued 58,967,502 shares in 2015 and 2014 59 59 Additional paid-in capital Additional paid-in capital 2,068,949 2,102,789 Accumulated deficit Accumulated deficit (12,437,011) (11,682,390) Accumulated other comprehensive loss Accumulated other comprehensive loss (414,407) (308,590) Cost of shares (229,824 in 2015 and 227,638 in 2014) held in treasury (1,917) (1,246) Total Shareholders' Deficit (10,606,681) (9,665,208) Total Liabilities and Shareholders' Deficit $ 13,821,098 $ 14,002,449 (In thousands) Years Ended December 31, 2015 2014 2013 Revenue $ 6,241,516 $ 6,318,533 $ 6,243,044 Operating expenses: Direct operating expenses (excludes depreciation and amortization) 2,473,345 2,545,448 2,567,210 Selling, general and administrative expenses (excludes depreciation and amortization) 1,701,555 1,676,125 1,636,738 Corporate expenses (excludes depreciation and amortization) 315,564 320,331 313,514 Depreciation and amortization 673,991 710,898 730,828 Impairment charges 21,631 24,176 16,970 Other operating income, net 94,001 40,031 22,998 Operating income 1,149,431 1,081,586 1,000,782 Interest expense 1,805,496 1,741,596 1,649,451 Gain (loss) on investments, net (4,421) - 130,879 Equity in loss of nonconsolidated affiliates (902) (9,416) (77,696) Loss on extinguishment of debt (2,201) (43,347) (87,868) Other income (expense), net 13,056 9,104 (21,980) Loss before income taxes (650,533) (703,669) (705,334) Income tax benefit (expense) (86,957) (58,489) 121,817 Consolidated net loss (737,490) (762,158) (583,517) Less amount attributable to noncontrolling interest 17,131 31,603 23,366 Net loss attributable to the Company $ (754,621) $ (793,761) $ (606,883) Other comprehensive loss, net of tax: Foreign currency translation adjustments (114,906) (121,878) (33,001) Unrealized gain on securities and derivatives: Unrealized holding gain on marketable securities 553 327 16,576 Unrealized holding gain on cash flow derivatives - - 48,180 Other adjustments to comprehensive income (loss) (10,266) (11,438) 6,732 Reclassification adjustments 808 3,317 (83,752) Other comprehensive loss (123,811) (129,672) (45,265) Comprehensive loss (878,432) (923,433) (652,148) Less amount attributable to noncontrolling interest (22,410) (21,080) (2,476) Comprehensive loss attributable to the Company $ (856,022) $ (902,353) $ (649,672) Net loss attributable to the Company per common share: Basic (8.95) (9.46) (7.31) Weighted average common shares outstanding - Basic 84,278 83,941 83,364 Diluted (8.95) (9.46) (7.31) Weighted average common shares outstanding - Diluted 84,278 83,941 83,364 Controlling Interest (In thousands, except share data) Accumulated Common Shares Non- Additional Other Class C Class B Class A controlling Common Paid-in Accumulated Comprehensive Treasury Shares Shares Shares Interest Stock Capital Deficit Income (Loss) Stock Total Balances at December 31, 2012 58,967,502 555,556 27,649,377 $303,997 $87 $2,141,921 ($10,281,746) ($153,284) ($6,166) ($7,995,191) Net income (loss) 23,366 (606,883) (583,517) Issuance (forfeiture) of restricted stock 1,855,002 4,192 2 (2) (423) 3,769 Amortization of share- based compensation 7,725 8,990 16,715 Dividend declared and paid to noncontrolling interests (91,887) (91,887) Other 614 (2,606) 733 (1,259) Other comprehensive income (2,476) (42,789) (45,265) Balances at December 31, 2013 58,967,502 555,556 29,504,379 $245,531 $89 $2,148,303 ($10,888,629) ($196,073) ($5,856) ($8,696,635) Net income (loss) 31,603 (793,761) (762,158) Issuance (forfeiture) of restricted stock (196,796) 2,237 (993) 1,244 Amortization of share- based compensation 7,743 2,970 10,713 Purchases of additional noncontrolling interest (1,944) (42,881) (3,925) (48,750) Dividend declared and paid to noncontrolling interests (40,027) (40,027) Other 77 (5,603) 5,603 77 Other comprehensive income (21,080) (108,592) (129,672) Balances at December 31, 2014 58,967,502 555,556 29,307,583 $224,140 $89 $2,102,789 ($11,682,390) ($308,590) ($1,246) ($9,665,208) Net income (loss) 17,131 (754,621) (737,490) Issuance (forfeiture) of restricted stock 987,874 2,886 1 (1) (671) 2,215 Amortization of share- based compensation 8,359 2,564 10,923 Purchases of additional noncontrolling interest (1,978) (36,403) (4,416) (42,797) Dividend declared and paid to noncontrolling interests (52,384) (52,384) Other 1,871 1,871 Other comprehensive income (22,410) (101,401) (123,811) Balances at December 31, 2015 58,967,502 555,556 30,295,457 $177,615 $90 $2,068,949 ($12,437,011) ($414,407) ($1,917) ($10,606,681) (In thousands) Years Ended December 31, 2015 2014 2013 Cash flows from operating activities: Consolidated net loss $ (737,490) $ (762,158) $ (583,517) Reconciling items: Impairment charges 21,631 24,176 16,970 Depreciation and amortization 673,991 710,898 730,828 Deferred taxes 27,848 33,923 (158,170) Provision for doubtful accounts 30,579 14,167 20,243 Amortization of deferred financing charges and note discounts, net 63,838 89,701 124,342 Share-based compensation 10,923 10,713 16,715 Gain on disposal of operating and fixed assets (107,186) (44,512) (22,998) (Gain) loss on investments 4,421 - (130,879) Equity in loss of nonconsolidated affiliates 902 9,416 77,696 Loss on extinguishment of debt 2,201 43,347 87,868 Other reconciling items, net (28,490) (14,325) 19,904 Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: Increase in accounts receivable (121,574) (13,898) (29,605) (Increase) decrease in prepaid expenses and other current assets (20,631) 15,216 (15,081) Increase (decrease) in accrued expenses (15,841) 31,049 25,348 Increase (decrease) in accounts payable 27,385 6,404 (2,620) Increase in accrued interest 59,608 88,560 16,014 Increase in deferred income 23,516 11,288 7,508 Changes in other operating assets and liabilities 7,065 (8,849) 12,306 Net cash provided by (used for) operating activities (77,304) 245,116 212,872 Cash flows from investing activities: Proceeds from sale of other investments 579 236,618 135,571 Purchases of businesses (27,588) 841 (97) Purchases of property, plant and equipment (296,380) (318,164) (324,526) Proceeds from disposal of assets 414,278 10,273 81,598 Purchases of other operating assets (29,159) (4,541) (21,532) Purchases of investments (29,006) (8,520) (38) Change in other, net (2,490) (5,189) (4,341) Net cash provided by (used for) investing activities 30,234 (88,682) (133,365) Cash flows from financing activities: Draws on credit facilities 350,000 68,010 272,252 Payments on credit facilities (123,849) (315,682) (27,315) Proceeds from long-term debt 1,172,777 2,062,475 575,000 Payments on long-term debt (931,420) (2,099,101) (1,248,860) Payments to repurchase noncontrolling interests (42,797) (48,750) (61,143) Dividends and other payments to noncontrolling interests (30,871) (40,027) (91,887) Deferred financing charges (18,644) (26,169) (18,390) Change in other, net 2,214 1,243 4,461 Net cash provided by (used for) financing activities 377,410 (398,001) (595,882) Effect of exchange rate changes on cash (14,686) (9,560) (484) Net increase (decrease) in cash and cash equivalents 315,654 (251,127) (516,859) Cash and cash equivalents at beginning of period 457,024 708,151 1,225,010 Cash and cash equivalents at end of period $ 772,678 $ 457,024 $ 708,151 SUPPLEMENTAL DISCLOSURES: Cash paid during the year for interest $ 1,686,988 $ 1,540,860 $ 1,543,455 Cash paid during the year for taxes 52,169 53,074 50,934 agings and changes in current economic conditions. The Company believes its concentration of credit risk is limited due to the large number and the geographic diversification of its customers. 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. The Company engages At least annually, the Company performs its impairment test for each reporting unit’s goodwill. The Company uses a discounted cash flow model to determine if the carrying value of the reporting unit, including goodwill, is less than the fair value of the reporting unit. The Company identified its reporting units 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 advertising markets are aggregated into a single reporting unit for purposes of the goodwill impairment test. The Company also determined that within its Americas segment and its International outdoor segment Barter transactions represent the exchange of advertising spots or display space for merchandise, services or other assets. These transactions are recorded at the estimated fair market value of the advertising spots or display space or the fair value of the merchandise or services received, whichever is most readily determinable. Revenue is recognized on barter and trade transactions when the advertisements are broadcasted or displayed. Expenses are recorded ratably over a period that estimates when the merchandise, service or other assets received is utilized, or when the event occurs. Barter and trade revenues and expenses from continuing operations are included in consolidated revenue and selling, general and administrative expenses, respectively. Barter and trade revenues and expenses from continuing operations were as follows: (In millions) Years Ended December 31, 2015 2014 2013 Barter and trade revenues $ 132.5 $ 77.6 $ 71.3 Barter and trade expenses 110.9 74.7 65.5 During the first quarter of Property, Plant and Equipment The Company’s property, plant and equipment consisted of the following classes of assets as of December 31, 2015 and 2014, respectively: (In thousands) December 31, December 31, 2015 2014 Land, buildings and improvements $ 603,234 $ 731,925 Structures 2,824,794 2,999,582 Towers, transmitters and studio equipment 347,877 453,044 Furniture and other equipment 591,149 536,255 Construction in progress 69,042 95,671 4,436,096 4,816,477 Less: accumulated depreciation 2,223,540 2,117,413 Property, plant and equipment, net $ 2,212,556 $ 2,699,064 The impairment tests for indefinite-lived intangible assets consist of a comparison between the fair value of the indefinite-lived intangible asset at the market level with its carrying amount. If the carrying amount of the indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized equal to that 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 the indefinite-lived asset is determined using the direct valuation method as prescribed in ASC 805-20-S99. Under the direct valuation method, the fair value of the indefinite-lived assets is calculated at the market level as prescribed by ASC 350-30-35. The Company engaged The following table presents the gross carrying amount and accumulated amortization for each major class of other intangible assets as of December 31, 2015 and 2014, respectively: (In thousands) December 31, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Transit, street furniture and other outdoor contractual rights $ 635,772 $ (457,060) $ 716,723 $ (476,523) Customer / advertiser relationships 1,222,518 (891,488) 1,222,518 (765,596) Talent contracts 319,384 (252,526) 319,384 (223,936) Representation contracts 239,142 (217,770) 238,313 (206,338) Permanent easements 156,349 - 171,271 - Other 394,983 (195,644) 388,160 (177,249) Total $ 2,968,148 $ (2,014,488) $ 3,056,369 $ (1,849,642) Total amortization expense related to definite-lived intangible assets for the years ended December 31, 2017, 2016 and 2015 As acquisitions and dispositions occur in the future, amortization expense may vary. The following table presents the Company’s estimate of amortization expense for each of the five succeeding fiscal years for definite-lived intangible assets: (In thousands) 2016 $ 220,166 2017 197,444 2018 127,439 2019 44,030 2020 37,763 The following table presents the changes in the carrying amount of goodwill in each of the Company’s reportable segments: (In thousands) iHM Americas Outdoor Advertising International Outdoor Advertising Other Consolidated Balance as of December 31, 2013 $ 3,270,521 $ 585,227 $ 264,907 $ 81,532 $ 4,202,187 Acquisitions 17,900 - - 299 18,199 Foreign currency - (653) (32,369) - (33,022) Other 60 - - - 60 Balance as of December 31, 2014 $ 3,288,481 $ 584,574 $ 232,538 $ 81,831 $ 4,187,424 Acquisitions - - 10,998 - 10,998 Foreign currency - (709) (19,644) - (20,353) Assets held for sale - (49,182) - - (49,182) Balance as of December 31, 2015 $ 3,288,481 $ 534,683 $ 223,892 $ 81,831 $ 4,128,887 The balance at December 31, NOTE 3 – INVESTMENTS The following table summarizes the Company's investments in nonconsolidated affiliates and available-for-sale securities: Equity Method Investments (In thousands) ARN All Others Cost Method Investments Marketable Equity Securities Total Investments Balance at December 31, 2013 $ 220,750 $ 18,055 $ 7,783 $ 1,942 $ 248,530 Cash advances (repayments) - 5,263 - - 5,263 Acquisitions of investments, net - - 8,520 - 8,520 Equity in earnings (loss) (12,678) 3,262 - - (9,416) Foreign currency translation adjustment 1,449 77 (20) (291) 1,215 Distributions received (228) (1,000) (14) - (1,242) Proceeds on sale (220,783) (15,820) - - (236,603) Other 11,490 (344) - 327 11,473 Balance at December 31, 2014 $ - $ 9,493 $ 16,269 $ 1,978 $ 27,740 Cash advances (repayments) - 2,578 - - 2,578 Acquisitions of investments, net - 17,980 47,546 - 65,526 Equity in earnings (loss) - (902) - - (902) Foreign currency transaction adjustment - (89) (13) (205) (307) Distributions received - (1,350) - - (1,350) Loss on investments - - (5,000) - (5,000) Other - - - 553 553 Balance at December 31, 2015 $ - $ 27,710 $ 58,802 $ 2,326 $ 88,838 The Company recognized "Equity in loss of nonconsolidated affiliates." The following table presents the activity related to the Company’s asset retirement obligation: (In thousands) Years Ended December 31, 2015 2014 Beginning balance $ 54,211 $ 59,380 Adjustment due to changes in estimates 2,082 (5,391) Accretion of liability 754 7,858 Liabilities settled (6,105) (5,802) Foreign Currency (2,886) (1,834) Ending balance $ 48,056 $ 54,211 NOTE 5 – LONG-TERM DEBT Long-term debt at December 31, 2015 and 2014 consisted of the following: (In thousands) December 31, December 31, 2015 2014 Senior Secured Credit Facilities 6,300,000 7,231,222 Receivables Based Credit Facility Due 2017 230,000 - Priority Guarantee Notes 6,274,815 5,324,815 Subsidiary Revolving Credit Facility Due 2018 - - Other Secured Subsidiary Debt 25,228 19,257 Total Consolidated Secured Debt 12,830,043 12,575,294 14.0% Senior Notes Due 2021 1,695,097 1,661,697 iHeartCommunications Legacy Notes 667,900 667,900 10.0% Senior Notes Due 2018 730,000 730,000 Subsidiary Senior Notes 5,150,000 4,925,000 Other Subsidiary Debt 165 1,024 Purchase accounting adjustments and original issue discount (204,611) (234,897) 20,868,594 20,326,018 Less: current portion 181,512 3,604 Total long-term debt $ 20,687,082 $ 20,322,414 The Company’s weighted average interest Senior Secured Credit Facilities As of December 31, 2015 and 2014, iHeartCommunications had senior secured credit facilities consisting of: (In thousands) December 31, December 31, Maturity Date 2015 2014 Term Loan B 1/29/2016 $ - 916,061 Term Loan C 1/29/2016 - 15,161 Term Loan D 1/30/2019 5,000,000 5,000,000 Term Loan E 7/30/2019 1,300,000 1,300,000 Total Senior Secured Credit Facilities $ 6,300,000 $ 7,231,222 Receivables Based Credit Facility Dollars. made prior to the first anniversary 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 revolving commitments reduced, as applicable. Priority Guarantee Notes As of December 31, 2015 and 2014, iHeartCommunications had outstanding Priority Guarantee Notes consisting of: (In thousands) December 31, December 31, Maturity Date Interest Rate Interest Payment Terms 2015 2014 9.0% Priority Guarantee Notes due 2019 12/15/2019 9.0% Payable semi-annually in arrears on June 15 and December 15 of each year $ 1,999,815 1,999,815 9.0% Priority Guarantee Notes due 2021 3/1/2021 9.0% Payable semi-annually in arrears on March 1 and September 1 of each year 1,750,000 1,750,000 11.25% Priority Guarantee Notes due 2021 3/1/2021 11.25% Payable semi-annually on March 1 and September 1 of each year 575,000 575,000 9.0% Priority Guarantee Notes due 2022 9/15/2022 9.0% Payable semi-annually in arrears on March 15 and September 15 of each year 1,000,000 1,000,000 10.625% Priority Guarantee Notes due 2023 3/15/2023 10.625% Payable semi-annually in arrears on March 15 and September 15 of each year 950,000 - Total Priority Guarantee Notes $ 6,274,815 5,324,815 dates. The indentures governing the Priority Guarantee Notes contain covenants that limit iHeartCommunications Legacy Notes As of December 31, 2015 and 2014, iHeartCommunications had outstanding senior notes (net of $57.1 million aggregate principal amount held by a subsidiary of iHeartCommunications) consisting of: (In thousands) December 31, December 31, 2015 2014 5.5% Senior Notes Due 2016 192,900 192,900 6.875% Senior Notes Due 2018 175,000 175,000 7.25% Senior Notes Due 2027 300,000 300,000 Total Legacy Notes $ 667,900 667,900 Subsidiary Senior Notes As of December 31, 2015 and 2014, the Company's subsidiaries, Clear Channel Worldwide Holdings, Inc. ("CCWH") and Clear Channel International B.V. had outstanding notes consisting of: (In thousands) December 31, December 31, Maturity Date Interest Rate Interest Payment Terms 2015 2014 CCWH Senior Notes: 6.5% Series A Senior Notes Due 2022 11/15/2022 6.5% Payable to the trustee weekly in arrears and to the noteholders on May 15 and November 15 of each year $ 735,750 735,750 6.5% Series B Senior Notes Due 2022 11/15/2022 6.5% Payable to the trustee weekly in arrears and to the noteholders on May 15 and November 15 of each year 1,989,250 1,989,250 CCWH Senior Subordinated Notes: 7.625% Series A Senior Notes Due 2020 3/15/2020 7.625% Payable to the trustee weekly in arrears and to the noteholders on March 15 and September 15 of each year 275,000 275,000 7.625% Series B Senior Notes Due 2020 3/15/2020 7.625% Payable to the trustee weekly in arrears and to the noteholders on March 15 and September 15 of each year 1,925,000 1,925,000 Total CCWH Notes $ 4,925,000 4,925,000 Clear Channel International B.V. Senior Notes: 8.75% Senior Notes Due 2020 12/15/2020 8.75% Payable semi-annually in arrears on June 15 and December 15 of each year $ 225,000 - Total Subsidiary Senior Notes $ 5,150,000 4,925,000 ("CCWH") and Clear Channel International B.V. consisting of: Future Maturities of Long-term Debt Future maturities of long-term debt at December 31, 2015 are as follows: (in thousands) 2016 $ 197,332 2017 238,394 2018 914,244 2019 8,300,278 2020 2,425,502 Thereafter 8,997,455 Total (1) $ 21,073,205 contract. Once the Company has built the structure, the cost is capitalized and expensed over the shorter of the economic life of the asset or the remaining life of the contract. AND SUBSIDIARIES As of December 31, 2015, the Company's future minimum rental commitments under non-cancelable operating lease agreements with terms in excess of one year, minimum payments under non-cancelable contracts in excess of one year, capital expenditure commitments and employment/talent contracts consist of the following: (In thousands) Capital Non-Cancelable Non-Cancelable Expenditure Employment/Talent Operating Leases Contracts Commitments Contracts 2016 $ 424,613 $ 521,013 $ 41,180 $ 83,241 2017 365,299 303,177 10,691 39,414 2018 337,155 226,829 2,253 18,887 2019 305,311 183,415 1,064 3,625 2020 277,210 153,050 1,270 2,750 Thereafter 2,205,750 359,159 12,545 - Total $ 3,915,338 $ 1,746,643 $ 69,003 $ 147,917 NOTE 7 – INCOME TAXES Significant components of the provision for income tax benefit (expense) are as follows: (In thousands) Years Ended December 31, 2015 2014 2013 Current - Federal $ (31) $ (503) $ 10,586 Current - foreign (46,188) (27,256) (48,466) Current - state (12,890) 3,193 1,527 Total current benefit (expense) (59,109) (24,566) (36,353) Deferred - Federal (30,719) (29,284) 126,905 Deferred - foreign 5,269 4,308 8,932 Deferred - state (2,398) (8,947) 22,333 Total deferred benefit (expense) (27,848) (33,923) 158,170 Income tax benefit (expense) $ (86,957) $ (58,489) $ 121,817 2017. period. Significant components of the Company's deferred tax liabilities and assets as of December 31, 2015 and 2014 are as follows: (In thousands) 2015 2014 Deferred tax liabilities: Intangibles and fixed assets $ 2,173,491 $ 2,335,584 Long-term debt 79,758 119,887 Investments 3,701 6,696 Other 11,540 8,857 Total deferred tax liabilities 2,268,490 2,471,024 Deferred tax assets: Accrued expenses 114,079 111,884 Net operating loss carryforwards 1,495,294 1,445,340 Bad debt reserves 9,256 9,346 Other 39,539 34,017 Total gross deferred tax assets 1,658,168 1,600,587 Less: Valuation allowance 944,576 655,658 Total deferred tax assets 713,592 944,929 Net deferred tax liabilities $ 1,554,898 $ 1,526,095 follows: be exercised at a price equaling or exceeding the sum of the grant price plus the fair value of the option at the grant date and restricted stock to vest at a price equaling or exceeding the fair market value at the grant date. Accordingly, there can be no assurance that the stock price of the Company’s common stock will rise to levels sufficient to realize the entire deferred tax benefit currently reflected in its balance sheet. The reconciliation of income tax computed at the U.S. Federal statutory tax rates to income tax benefit is: Years Ended December 31, (In thousands) 2015 2014 2013 Amount Percent Amount Percent Amount Percent Income tax benefit at statutory rates $ 227,686 35% $ 246,284 35% $ 246,867 35% State income taxes, net of federal tax effect 17,795 3% 26,518 4% 32,768 4% Foreign income taxes (23,474) (4%) 11,074 2% (22,640) (3%) Nondeductible items (5,764) (1%) (5,533) (1%) (4,870) (1%) Changes in valuation allowance and other estimates (302,935) (46%) (333,641) (47%) (135,161) (19%) Other, net (265) 0% (3,191) (1%) 4,853 1% Income tax benefit (expense) $ (86,957) (13%) $ (58,489) (8%) $ 121,817 17% 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. being recorded in “Other long-term liabilities” at December 31, (In thousands) Years Ended December 31, Unrecognized Tax Benefits 2015 2014 Balance at beginning of period $ 106,914 $ 129,375 Increases for tax position taken in the current year 9,856 13,848 Increases for tax positions taken in previous years 3,087 6,003 Decreases for tax position taken in previous years (8,534) (9,764) Decreases due to settlements with tax authorities (3,821) (8,181) Decreases due to lapse of statute of limitations (4,294) (24,367) Balance at end of period $ 103,208 $ 106,914 NOTE 8 – SHAREHOLDERS’ DEFICIT The Company reports its noncontrolling interests in consolidated subsidiaries as a component of equity separate from the Company’s equity. The following table shows the changes in shareholders’ deficit attributable to the Company and the noncontrolling interests of subsidiaries in which the Company has a majority, but not total, ownership interest: (In thousands) The Company Noncontrolling Interests Consolidated Balances as of January 1, 2015 $ (9,889,348) $ 224,140 $ (9,665,208) Net income (loss) (754,621) 17,131 (737,490) Dividends and other payments to noncontrolling interests - (52,384) (52,384) Purchase of additional noncontrolling interests (40,819) (1,978) (42,797) Share-based compensation 2,564 8,359 10,923 Foreign currency translation adjustments (93,377) (21,529) (114,906) Unrealized holding gain on marketable securities 495 58 553 Other adjustments to comprehensive loss (9,253) (1,013) (10,266) Reclassifications 734 74 808 Other, net (671) 4,757 4,086 Balances as of December 31, 2015 $ (10,784,296) $ 177,615 $ (10,606,681) (In thousands) The Company Noncontrolling Interests Consolidated Balances as of January 1, 2014 $ (8,942,166) $ 245,531 $ (8,696,635) Net income (loss) (793,761) 31,603 (762,158) Dividends and other payments to noncontrolling interests - (40,027) (40,027) Purchase of additional noncontrolling interests (46,806) (1,944) (48,750) Share-based compensation 2,970 7,743 10,713 Foreign currency translation adjustments (101,980) (19,898) (121,878) Unrealized holding gain on marketable securities 285 42 327 Other adjustments to comprehensive loss (10,214) (1,224) (11,438) Reclassifications 3,317 - 3,317 Other, net (993) 2,314 1,321 Balances as of December 31, 2014 $ (9,889,348) $ 224,140 $ (9,665,208) The following table presents a summary of the Company's stock options outstanding at and stock option activity during the year ended December 31, 2015 ("Price" reflects the weighted average exercise price per share): (In thousands, except per share data) Options Price Weighted Average Remaining Contractual Term Outstanding, January 1, 2015 2,301 $ 32.85 Granted - - Exercised - - Forfeited - - Expired (204) 10.46 Outstanding, December 31, 2015 (1) 2,097 35.03 3.7 years Exercisable 1,415 35.22 3.8 years Expected to Vest 658 35.55 3.3 years (1) Non-cash compensation expense has not been recorded with respect to 0.6 million shares as the vesting of these options is subject to performance conditions that have not yet been determined probable to meet. A summary of the Company’s unvested options and changes during the year ended December 31, 2015 is presented below: (In thousands, except per share data) Options Weighted Average Grant Date Fair Value Unvested, January 1, 2015 821 $ 13.61 Granted - - Vested (1) (139) 2.32 Forfeited - - Unvested, December 31, 2015 682 15.99 (1) The total fair value of the options vested during the years ended December 31, 2015, 2014 and 2013 was $0.3 million, $0.3 million and $6.3 million, respectively. (In thousands, except per share data) Awards Price Outstanding, January 1, 2015 4,529 $ 5.02 Granted 1,413 5.83 Vested (restriction lapsed) (446) 4.56 Forfeited (426) 4.21 Outstanding, December 31, 2015 5,070 5.36 The following assumptions were used to calculate the fair value of CCOH’s options on the date of grant: Years Ended December 31, 2015 2014 2013 Expected volatility 37% – 56% 54% – 56% 55% – 56% Expected life in years 6.3 6.3 6.3 Risk-free interest rate 1.70% – 2.07% 1.73% – 2.08% 1.05% – 2.19% Dividend yield 0% 0% 0% The following table presents a summary of CCOH’s stock options outstanding at and stock option activity during the year ended December 31, 2015: (In thousands, except per share data) Options Price(3) Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding, January 1, 2015 6,025 $ 9.92 Granted (1) 921 9.96 Exercised (2) (622) 6.11 Forfeited (34) 8.74 Expired (942) 12.45 Outstanding, December 31, 2015 5,348 9.93 5.6 years $ 1,049 Exercisable 3,658 10.33 4.2 years $ 1,049 Expected to vest 1,535 9.02 8.4 years $ - (1) The weighted average grant date fair value of CCOH options granted during the years ended December 31, 2015, 2014 and 2013 was $4.25, $4.69 and $4.10 per share, respectively. (2) Cash received from option exercises during the years ended December 31, 2015, 2014 and 2013 was $3.8 million, $2.4 million and $4.2 million, respectively. The total intrinsic value of the options exercised during the years ended December 31, 2015, 2014 and 2013 was $2.8 million, $1.5 million and $5.0 million, respectively. (3) Reflects the weighted average exercise price per share. A summary of CCOH’s unvested options at and changes during the year ended December 31, 2015 is presented below: (In thousands, except per share data) Options Weighted Average Grant Date Fair Value Unvested, January 1, 2015 1,553 $ 4.92 Granted 921 4.25 Vested (1) (750) 5.56 Forfeited (34) 4.92 Unvested, December 31, 2015 1,690 4.27 (1) The total fair value of CCOH options vested during the years ended December 31, 2015, 2014 and 2013 was $4.2 million, $6.1 million and $7.1 million, respectively. The following table presents a summary of CCOH’s restricted stock and restricted stock units outstanding at and activity during the year ended December 31, 2015 ("Price" reflects the weighted average share price at the date of grant): (In thousands, except per share data) Awards Price Outstanding, January 1, 2015 2,458 $ 7.54 Granted 702 10.35 Vested (restriction lapsed) (340) 6.13 Forfeited (58) 8.39 Outstanding, December 31, 2015 2,762 8.43 (In thousands, except per share data) Years Ended December 31, 2015 2014 2013 NUMERATOR: Net loss attributable to the Company – common shares $ (754,621) $ (793,761) $ (606,883) Less: Participating securities dividends - - 2,566 Net loss attributable to the Company per common share – basic and diluted $ (754,621) $ (793,761) $ (609,449) DENOMINATOR: Weighted average common shares outstanding – basic 84,278 83,941 83,364 Effect of dilutive securities: Weighted average common shares outstanding – diluted 84,278 83,941 83,364 Net loss attributable to the Company per common share: Basic $ (8.95) $ (9.46) $ (7.31) Diluted $ (8.95) $ (9.46) $ (7.31) (1) 7.2 million, 6.8 million and 6.4 million stock options and restricted shares were outstanding at December 31, 2015, 2014 and 2013, respectively, that were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive. The following table discloses the components of "Other income (expense)" for the years ended December 31, 2015, 2014 and 2013, respectively: (In thousands) Years Ended December 31, 2015 2014 2013 Foreign exchange gain $ 15,468 $ 15,554 $ 1,772 Debt modification expenses - - (23,555) Other (2,412) (6,450) (197) Total other income (expense), net $ 13,056 $ 9,104 $ (21,980) The following table discloses the increase (decrease) in net deferred income tax liabilities related to each component of other comprehensive income (loss) for the years ended December 31, 2015, 2014 and 2013, respectively: (In thousands) Years Ended December 31, 2015 2014 2013 Foreign currency translation adjustments and other $ 1,585 $ 2,559 $ (14,421) Unrealized holding gain on marketable securities - - (11,010) Unrealized holding gain (loss) on cash flow derivatives - - 28,759 Total increase in deferred tax liabilities $ 1,585 $ 2,559 $ 3,328 The following table discloses the components of “Other current assets” as of December 31, 2015 and 2014, respectively: (In thousands) As of December 31, 2015 2014 Inventory $ 24,833 $ 23,777 Deposits 3,184 4,466 Deferred loan costs 32,768 32,602 Other 51,252 37,661 Total other current assets $ 112,037 $ 98,506 The following table discloses the components of “Other assets” as of December 31, 2015 and 2014, respectively: (In thousands) As of December 31, 2015 2014 Investments in, and advances to, nonconsolidated affiliates $ 27,710 $ 9,493 Other investments 61,128 18,247 Notes receivable 156 242 Prepaid expenses 7,932 16,082 Deferred loan costs 115,215 130,267 Deposits 26,025 27,822 Prepaid rent 74,114 56,430 Non-qualified plan assets 10,385 11,568 Other 7,637 18,914 Total other assets $ 330,302 $ 289,065 The following table discloses the components of “Other long-term liabilities” as of December 31, 2015 and 2014, respectively: (In thousands) As of December 31, 2015 2014 Unrecognized tax benefits $ 113,563 $ 110,410 Asset retirement obligation 47,574 53,936 Non-qualified plan liabilities 10,385 11,568 Deferred income 137,942 23,734 Deferred rent 141,911 125,530 Employee related liabilities 47,491 39,963 Other 27,705 89,722 Total other long-term liabilities $ 526,571 $ 454,863 The following table discloses the components of “Accumulated other comprehensive loss,” net of tax, as of December 31, 2015 and 2014, respectively: (In thousands) As of December 31, 2015 2014 Cumulative currency translation adjustment $ (389,367) $ (291,520) Cumulative unrealized gain on securities 1,946 1,397 Cumulative other adjustments (26,986) (18,467) Total accumulated other comprehensive loss $ (414,407) $ (308,590) (In thousands) iHM Americas Outdoor Advertising International Outdoor Advertising Other Corporate and other reconciling items Eliminations Consolidated Year Ended December 31, 2015 Revenue $ 3,284,320 $ 1,349,021 $ 1,457,183 $ 164,296 $ - $ (13,304) $ 6,241,516 Direct operating expenses 972,937 597,382 897,520 12,619 - (7,113) 2,473,345 Selling, general and administrative expenses 1,065,716 233,254 298,250 110,526 - (6,191) 1,701,555 Depreciation and amortization 240,230 204,514 166,060 26,386 36,801 - 673,991 Impairment charges - - - - 21,631 - 21,631 Corporate expenses - - - - 315,564 - 315,564 Other operating income, net - - - - 94,001 - 94,001 Operating income (loss) $ 1,005,437 $ 313,871 $ 95,353 $ 14,765 $ (279,995) $ - $ 1,149,431 Intersegment revenues $ - $ 2,744 $ - $ 10,560 $ - $ - $ 13,304 Segment assets $ 7,534,972 $ 3,567,764 $ 1,581,710 $ 238,599 $ 1,094,345 $ (196,292) $ 13,821,098 Capital expenditures $ 59,007 $ 82,165 $ 132,554 $ 6,846 $ 15,808 $ - $ 296,380 Share-based compensation expense $ - $ - $ - $ - $ 10,923 $ - $ 10,923 Year Ended December 31, 2014 Revenue $ 3,161,503 $ 1,350,623 $ 1,610,636 $ 212,676 $ - $ (16,905) $ 6,318,533 Direct operating expenses 932,172 605,771 991,117 24,009 - (7,621) 2,545,448 Selling, general and administrative expenses 1,014,432 233,641 314,878 122,448 - (9,274) 1,676,125 Depreciation and amortization 240,868 203,928 198,143 33,543 34,416 - 710,898 Impairment charges - - - - 24,176 - 24,176 Corporate expenses - - - - 320,341 (10) 320,331 Other operating income, net - - - - 40,031 - 40,031 Operating income (loss) $ 974,031 $ 307,283 $ 106,498 $ 32,676 $ (338,902) $ - $ 1,081,586 Intersegment revenues $ 10 $ 3,436 $ - $ 13,459 $ - $ - $ 16,905 Segment assets $ 7,720,181 $ 3,664,574 $ 1,680,598 $ 277,388 $ 659,708 $ - $ 14,002,449 Capital expenditures $ 50,403 $ 109,727 $ 117,480 $ 5,744 $ 34,810 $ - $ 318,164 Share-based compensation expense $ - $ - $ - $ - $ 10,713 $ - $ 10,713 Year Ended December 31, 2013 Revenue $ 3,131,595 $ 1,385,757 $ 1,560,433 $ 181,993 $ - $ (16,734) $ 6,243,044 Direct operating expenses 955,767 610,750 983,978 25,271 - (8,556) 2,567,210 Selling, general and administrative expenses 982,514 243,456 300,116 118,830 - (8,178) 1,636,738 Depreciation and amortization 262,136 206,031 194,493 39,291 28,877 - 730,828 Impairment charges - - - - 16,970 - 16,970 Corporate expenses - - - - 313,514 - 313,514 Other operating income, net - - - - 22,998 - 22,998 Operating income (loss) $ 931,178 $ 325,520 $ 81,846 $ (1,399) $ (336,363) $ - $ 1,000,782 Intersegment revenues $ - $ 2,473 $ - $ 14,261 $ - $ - $ 16,734 Segment assets $ 7,933,564 $ 3,823,347 $ 1,899,648 $ 534,363 $ 854,413 $ - $ 15,045,335 Capital expenditures $ 75,742 $ 96,590 $ 100,949 $ 9,933 $ 41,312 $ - $ 324,526 Share-based compensation expense $ - $ - $ - $ - $ 16,715 $ - $ 16,715 Revenue of NOTE 12 — QUARTERLY RESULTS OF OPERATIONS (Unaudited) (In thousands, except per share data) Three Months Ended March 31, Three Months Ended June 30, Three Months Ended September 30, Three Months Ended December 31, 2015 2014 2015 2014 2015 2014 2015 2014 Revenue $1,344,564 $1,342,548 $1,599,859 $1,630,154 $1,579,514 $1,630,034 $1,717,579 $1,715,797 Operating expenses: Direct operating expenses 578,519 599,178 615,265 645,915 627,842 648,766 651,719 651,589 Selling, general and administrative expenses 416,188 413,146 424,163 417,883 428,967 426,902 432,237 418,194 Corporate expenses 77,288 72,705 80,592 82,197 74,542 78,202 83,142 87,227 Depreciation and amortization 170,453 174,871 168,394 174,062 166,320 175,865 168,824 186,100 Impairment charges - - - 4,902 21,631 35 - 19,239 Other operating income, net (8,974) 165 100,754 (1,628) 6,914 47,172 (4,693) (5,678) Operating income 93,142 82,813 412,199 303,567 267,126 347,436 376,964 347,770 Interest expense 441,771 431,114 452,957 440,605 453,921 432,616 456,847 437,261 Gain (loss) on investments, net 579 - - - (5,000) - - - Equity in earnings (loss) of nonconsolidated affiliates 331 (13,326) (690) (16) (857) 3,955 314 (29) Gain (loss) on extinguishment of debt (2,201) (3,916) - (47,503) - (4,840) - 12,912 Other income (expense), net 19,891 1,541 16,211 12,157 (17,976) 2,617 (5,070) (7,211) Income (loss) before income taxes (330,029) (364,002) (25,237) (172,400) (210,628) (83,448) (84,639) (83,819) Income tax benefit (expense) (56,605) (68,388) (22,077) 621 (2,841) (24,376) (5,434) 33,654 Consolidated net income (loss) (386,634) (432,390) (47,314) (171,779) (213,469) (107,824) (90,073) (50,165) Less amount attributable to noncontrolling interest (1,668) (8,200) 7,152 14,852 8,448 7,028 3,199 17,923 Net income (loss) attributable to the Company $(384,966) $(424,190) $(54,466) $(186,631) $(221,917) $(114,852) $(93,272) $(68,088) Net income (loss) to the Company per common share: Basic $(4.58) $(5.06) $(0.65) $(2.22) $(2.63) $(1.37) $(1.11) $(0.81) Diluted $(4.58) $(5.06) $(0.65) $(2.22) $(2.63) $(1.37) $(1.11) $(0.81) The Company's Class A common shares are quoted for trading on the OTC Bulletin Board under the symbol IHRT. As of 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 B common stock, which collectively represented 89.5% of the outstanding 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 common stock. 2017. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. Plan Category Number of Securities to be issued upon exercise of outstanding options, warrants and rights Weighted-Average exercise price of outstanding options, warrants and rights (1) Number of Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (A)) Equity Compensation Plans approved by security holders(2) 7,167,183(3) $35.03 4,209,409 Equity Compensation Plans not approved by security holders - - - Total 7,167,183 $35.03 4,209,409 2016. 2015. 2015. 2015. (In thousands) Charges Balance at to Costs, Write-off Balance Beginning Expenses of Accounts at End of Description of period and other Receivable Other (1) Period Year ended December 31, 2013 $ 55,040 $ 20,243 $ 28,272 $ 734 $ 47,745 Year ended December 31, 2014 $ 47,745 $ 14,167 $ 27,014 $ (2,502) $ 32,396 Year ended December 31, 2015 $ 32,396 $ 30,579 $ 26,310 $ (1,776) $ 34,889 (1) Primarily foreign currency adjustments and acquisition and/or divestiture activity. (In thousands) Charges Balance at to Costs, Balance Beginning Expenses at end of Description of Period and other (1) Reversal (2) Adjustments (3) Period Year ended December 31, 2013 $ 183,686 $ 149,107 $ (5) $ (5,165) $ 327,623 Year ended December 31, 2014 $ 327,623 $ 356,583 $ (230) $ (28,318) $ 655,658 Year ended December 31, 2015 $ 655,658 $ 314,098 $ (457) $ (24,723) $ 944,576 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.12 4.13 4.14 4.15 4.16 4.17 4.18 4.19 4.20 4.21 10.2 10.3 10.4 10.5 10.6 10.7 10.8 10.9 10.10 10.11 10.12 10.14 10.15 10.16 10.17 10.18 10.19 10.20§ 10.21§ 10.22 10.23§ 10.24§ 10.25§ 10.26§ 10.28§ 10.29§ 10.30§ 10.31§ 10.32§ 10.33§ 10.34§ 10.35§ 10.36§ 10.37§ 10.38§ 10.39§ 10.40§ 10.41§ 10.42§ 10.43§ 10.45§ 10.46§ 10.47§ 10.48§ 10.49§ 10.50§ 10.51§ 10.52§ 10.53§ 10.54§ 10.55§ 10.56§ 10.57§ 10.58§ 10.59§ 10.62§ 10.63§ 10.64§ 10.65§ 10.66§ 10.67§ 10.68§ 10.69§ 10.70§ 10.71§ 10.72§ 10.73§ 10.74§ 10.76§ 10.77§ 10.78§ 10.80§ 10.83 31.1* 31.2* 32.1** 32.2** 101.INS* 101.CAL* 101.DEF* 101.LAB* 101.PRE* May 3, 2018. Chairman and Chief Executive Officer (Principal Executive Officer) President, Chief Operating Officer, Chief Financial Officer (Principal Financial Officer) and Director Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) and Assistant Secretary Director Director Director Director Director Director Director Director DirectorPageNumberPART I Item 1. Item 1A. Item 1B. Item 2. Item 3. Item 4. PART II Item 5. Item 6. Item 7. Item 7A. Item 8. Item 9. Item 9A. Item 9B. PART III Item 10. Item 11. Item 12. Item 13. Item 14. PART IV Item 15. Item 16. Item 1. Business....................................................................................................................................................................................................... 1Item 1A. Risk Factors.............................................................................................................................................................................................. 16Item 1B. Unresolved Staff Comments................................................................................................................................................................. 27Item 2. Properties................................................................................................................................................................................................... 27Item 3. Legal Proceedings.................................................................................................................................................................................... 27Item 4. Mine Safety Disclosures......................................................................................................................................................................... 28PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchasesof Equity Securities................................................................................................................................................................................. 30Item 6. Selected Financial Data.......................................................................................................................................................................... 32Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations................................................... 34Item 7A. Quantitative and Qualitative Disclosures About Market Risk ....................................................................................................... 76Item 8. Financial Statements and Supplementary Data ............................................................................................................................... 77Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.................................................. 117Item 9A. Controls and Procedures...................................................................................................................................................................... 117Item 9B. Other Information................................................................................................................................................................................. 119PART IIIItem 10. Directors, Executive Officers and Corporate Governance............................................................................................................ 120Item 11. Executive Compensation......................................................................................................................................................... ##11ItemItem 12. Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters............................................................................................................................................................................. 120Item 13. Certain Relationships and Related Transactions, and Director Independence.............................................................. ##13ItemItem 14. Principal Accounting Fees and Services............................................................................................................................................ 121PART IVItem 15. Exhibits and Financial Statement Schedules................................................................................................................................... 122PART IBusinessthe 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"), in the 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 CompanyChapter 11 Cases are being administered under the caption In re: iHeartMedia, Inc., Case No. 18-31274 (MI). The Debtors will continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy 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 be implemented through a plan of reorganization in the Chapter 11 Cases, if confirmed by the Bankruptcy Court. Pursuant to the RSA, the Consenting Stakeholders have agreed to, among other things, support the Restructuring Transactions and vote in favor of a plan of reorganization to effect the Restructuring Transactions. We were incorporated in May 2007 by private equity funds sponsored by Bain Capital Partners, LLC (“Bain Capital”) and Thomas H. Lee Partners, L.P. (“THL,” and together, the “Sponsors”) for the purpose of acquiring the business of iHeartCommunications, Inc., a Texas corporation (“iHeartCommunications”). The acquisition was completed on July 30, 2008 pursuant to the Agreement and Plan of Merger, dated November 16, 2006, 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 share of 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 of iHeartCommunications, we had not conducted any activities, other than activities incident to our formation and in connection with the acquisition, and did not have any assets or liabilities, other than those related to the acquisition.200 East Basse Road, Suite 100,20880 Stone Oak Parkway, San Antonio, Texas 7820978258 (telephone: 210-822-2828).live broadcast and digital delivery and also includes our national syndication business. Our Americas outdoor and International outdoor segments provide outdoor advertising services in their respective geographic regions using various digital and traditional display types. OurAs of December 31, 2017, our Americas outdoor segment consistsconsisted of operations primarily in the United States Canada and Latin America. OurAmerica and our International outdoor segment consistsconsisted of operations primarily in Europe Asia and Australia.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”), as well as other general support services and initiatives that arewhich is ancillary to our other businesses. For the year ended December 31, 2015,2017, the iHM segment represented 53%56% of total revenues. For the year ended December 31, 2015,2017, Americas outdoor represented 22%20% and International outdoor represented 23%22% of total revenues.are a leading global media and entertainment company specializingspecialize in broadcast andradio, digital, radio, out-of-home, mobile, live events and on-demand entertainment and information services for national audiences and local communities while providing premium opportunities for advertisers. Through our strong capabilities and unique collection of assets, we have the ability to deliver compelling content as well as innovative, effective marketing campaigns for advertisers and marketing, creative and strategic partners in the United States and internationally. , our integrated digital radio platform, and the ongoing deployment of digital outdoor displays. In addition, we intend to implementhave implemented data analytics and automated/programmatic sales infrastructure and capability.capability in each of our business segments. We intend to continue to execute our strategies while closely managing expenses and focusing on achieving operating efficiencies across our businesses. We share best practices across our businesses and markets to replicate our successes throughout the markets in which we operate.andradio, digital radio, online and mobile servicesplatforms and products, program syndication, entertainment, traffic and weather data distribution and music research services. Our radio stations and content can be heard on AM/FM stations, HD digital radio stations, satellite radio, on the internet at iHeartRadio.com and our radio stations’ websites, and through our iHeartRadio mobile application in enhanced automotive dashes, on smart phonestablets, wearables and tablets,smartphones, on gaming consoles, via in-home entertainment in enhanced automotive platforms and navigation systems.2015,2017, we owned 861849 domestic radio stations servicing more than 150over 160 U.S. markets, including 4445 of the top 50 markets and 8482 of the top 100 markets. In addition, we provide programming and sell air time on one radio station owned by a third-party under a local marketing agreement. We are also the beneficiary of Aloha Station Trust, LLC and Ocean Station Trust LLC, which ownsown and operates 1514 and 3 radio stations, and the Brunswick Trust, which owns and operates 1 radio station,respectively, all of which we were required to divest in order to comply with Federal Communication Commission (“FCC”) media ownership rules, and which are being marketed for sale.5,5006,000 radio station affiliates. We also deliver real-time traffic and weather information via navigation systems, radio and television broadcast media and wireless and Internet-based services through our traffic business, Total Traffic & Weather Network.curate specialtelevise nationally-recognized iHeartRadio-branded live music events for our listeners and advertising partners, including the iHeartRadio Music Festival, the iHeartRadio Music Awards, the iHeartRadio Summer Pool Party,Wango Tango by AT&T, the iHeartRadio Jingle Ball Concert Tour presented by Capital One, the iHeart CountryiHeartCountry Festival by AT&T and the iHeartRadio Fiesta Latina and our new iHeart 80s Party.strivecontinue to serveexpand the choices for listeners and advertisers by delivering our listeners by providing the content they desire on the platform they prefer, while supportingand selling advertising across multiple distribution channels, including digitally via iHeartRadio, which reach national, regional and local audiences. In addition, we also generate revenues from network strategic partners, music labels and artists with a diverse platform of creative marketing opportunities designed to effectively reach and engage targettheir desired audiences. Our iHM strategy also focuses on continuing to improve the operations of our stations by providing valuable programming and promotions, as well as sharing best practices across our stations in marketing, distribution, sales and cost management.attractiveextensive reach and metrics of both the broadcast radio industry in general and iHM in particular, as well as ourthe depth and breadth of our relationships with both media agencies and national and local advertisers, we believe we can drive broadcast radio’sradio's share of total media spending by using our dedicated national sales teamteams to highlight the value of broadcast radio relative to other media. We have made 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 advertising campaigns; broadenedcampaigns. Our programmatic solution for broadcast radio, Soundpoint, provides improved planning and automated ad-buying by relying on sophisticated planning algorithms and a cloud-based network across all of iHeartMedia’s broadcast radio inventory to deliver highly optimized plans to our national sales teamsadvertising customers. SmartAudio is our new audio data analytics advertising product for broadcast radio which leverages the capabilities of Soundpoint. With SmartAudio, we can create robust audience segment profiles for our advertising customers allowing them to select the best broadcasting schedules and initiativesmethods to better develop, create and promotereach their advertising campaigns; invested in technology to enhance our platform and capabilities; andtargeted customers. We continue to seek opportunities to deploy iHeartRadio, our iHeartRadiofree all-in-one digital music, podcasting and live streaming digital radio service across both existing and emerging devices and platforms. iHeartRadio is on more than 200 platforms, including in cars, at home, on wearables, via gaming consoles through virtual assistants, and nearly everywhere listeners want to tune in. We are also workingcontinue to work closely with advertisers, marketers and agencies to meet their needs through new products, events and services developed through optimization of our current portfolio of assets, as well as to develop tools to determine how effective broadcast radio is in reaching their desired audiences.forthat benefit our listeners and advertisers, and develop new, innovative programmatic and data-focused technologies and products to promote our advertisers.advertising. We seek to maximize revenue by closely managing our advertising opportunities and pricing to compete effectively in local markets. We operate price and yield information systems, which provide detailed inventory information. These systems enable our station managers and sales directors to adjust commercial inventory and pricing based on local market demand, as well as to manage and monitor different commercial durations (60 second, 30 second, 15 second and five second) in order to provide more effective advertising for our customers at what we believe are optimal prices given market conditions.content and methods of delivery.content. We will continue to provide the content our listeners desire on their preferred platforms. Our investments have created a collection of leading on-air talent. For example, Premiere offers more than 100112 syndicated radio programs and services for more than 5,5006,000 radio station affiliates across the United States, including popular 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 most compelling content across manyboth iHM's and other companies' radio stations.Summer Pool Party,Wango Tango by AT&T, the iHeartRadio Jingle Ball Concert Tour presented by Capital One, the iHeart CountryiHeartCountry Festival by AT&T and the iHeartRadio Fiesta Latina, and our new iHeart 80s Party, featuring some of the biggest names in the music industry.includingincluding: broadcast and digital radio and HD radio channels, satellite radio,radio; digitally via iHeartRadio.com and our stations’ websites, andstations' hundreds of websites; HD radio channels; satellite radio; through our free iHeartRadio mobile smart phonessmartphones and tablets, on gaming consoles, via in-home entertainment, on voice-controlled devices, in enhanced automotive platforms, as well as in-vehicle entertainmentdashes; and navigation systems.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 of our recent initiatives are as follows:·platforms.platforms through our iHeartRadio platform and our stations' hundreds of websites. We rank among the top streaming networks in the U.S. with regards to Average Active Sessions (“AAS”), Session Starts (“SS”) and Average Time Spent Listening (“ATSL”). AAS and SS measure the level of activity while ATSL measures the ability to keep the audience engaged.·phonephones and tablet applicationstablets and website andas well as websites for our stations and2015,2017, our iHeartRadio mobile application has been downloaded more than 800 million1.7 billion times (including updates)., with more than 110 million registered users. iHeartRadio provides a unique digital music experience by offering access to more than 2,100 live2,600 broadcast and digital-only radio stations, plus user-created custom stations with broad social media integration and our on demand content from our premium talk partnerships and user generated talk shows.53%56%, 50%54%, and 50%53% of our revenue for the years ended December 31, 2015, 20142017, 2016 and 2013,2015, respectively. The primary source of revenue in our iHM segment is the sale of advertising on our broadcast radio stations for local and national advertising. Our iHeartRadio mobile application and website, our station websites, national live events, Premiere syndicated content and Total Traffic & Weather Network also provide additional means for our advertisers to reach consumers. We also generate revenues from network compensation, our online services, our traffic business, events and other miscellaneous transactions. These other sources of revenue supplement our traditional advertising revenue without increasing on-air advertising time.ToWe utilize national sales teams to generate national advertising sales, we leverage national sales teams and engage our Katz Media unit, which specializes in soliciting radio advertising sales on a national level for us and other radio and television companies.sales. National sales representatives such as Katz Media obtain advertising principally from advertising agencies located outside the station’s market and receive commissions based on advertising sold.2015,2017, we owned 861849 radio stations, including 247240 AM and 614609 FM radio stations, of which 148 stations were in the top 25 markets.stations. All of our radio stations are located in the United States. NoNo one station is material to our overall operations. We believe that our properties are in good condition and suitable for our operations.Nielsen Number Market of Market Stations 1 New York, NY 6 2 Los Angeles, CA 8 3 Chicago, IL 6 4 San Francisco, CA 6 5 Dallas-Ft. Worth, TX 6 6 Houston-Galveston, TX 6 7 Washington, DC 5 8 Atlanta, GA 7 9 Philadelphia, PA 6 10 Boston, MA 7 11 Miami-Ft. Lauderdale-Hollywood, FL 7 12 Seattle-Tacoma, WA 8 13 Detroit, MI 6 14 Phoenix, AZ 8 16 Minneapolis-St. Paul, MN 6 17 San Diego, CA 7 18 Denver-Boulder, CO 8 19 Tampa-St. Petersburg-Clearwater, FL 8 20 Nassau-Suffolk, NY 1 21 Baltimore, MD 4 22 Portland, OR 7 23 St. Louis, MO 6 24 Charlotte-Gastonia-Rock Hill, NC-SC 4 25 Riverside-San Bernardino, CA 6 Total Top 25 Markets (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 the top 25 markets is 148. (1)Source: Fall 2015 NielsenAudio Radio Market Rankings.more than 100112 syndicated radio programs and services for more than 5,5006,000 radio station affiliates. Our broad distribution capabilities enable us to attract and retain top programming talent. Some of our more popular syndicated programs 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.1,8001,900 radio stations and approximately 13080 television affiliates, as well as through Internet and mobile partnerships, reaching over 200210 million consumers each month. Total Traffic & Weather Network services more than 190200 markets in the United States, Canada and Mexico. It operates the largest broadcast traffic navigation network in North America and has expanded its offerings to include news and sports content.North America (based on revenues), which includesthe United States, CanadaStates. Approximately 91%, 90% and Latin America. Approximately 90% of our revenue in our Americas outdoor advertising segment was derived from the United States in each of the years ended December 31, 2017, 2016 and 2015, 2014 and 2013. respectively. As of December 31, 2015,2017, we ownowned or operateoperated approximately 107,00085,000 display structures in our Americas outdoor segmentthe United States with operations in 4443 of the 50 largest markets, in the United States, including all of the 20 largest markets.In 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 2016, Americas2018, the Company reevaluated its segment reporting and determined that its Latin America operations should be managed by its International outdoor sold nine non-strategicleadership team. As such, beginning January 1, 2018, our Latin American operations will be included in our International outdoor markets including Cleveland and Columbus, Ohio, Des Moines, Iowa, Ft. Smith, Arkansas, Memphis, Tennessee, Portland, Oregon, Reno, Nevada, Seattle, Washington and Wichita, Kansas for approximately $602 million in cash and certain advertising assets in Florida.traditionalprinted and digital billboards, street furniture and transit displays, airport displaysincluding airports, street furniture and wallscapes and other spectaculars, which we own or operate under lease management agreements. spectaculars. Our Americas outdoor advertising business is focused on metropolitan areas with dense populations. In addition, by sharing best practices among our business segments, we believe we can quickly and effectively replicate our successes in our other markets. Our outdoor strategy focuses on pursuing the technology of digital displays, as well as leveraging our diversified product mix and long-standing presence in many of our existing markets, which provides us with the ability to launch new products and test new initiatives in a reliable and cost-effective manner.national sales team to highlight the value of outdoor advertising relative to other media. Outdoor advertising only represented 4% of total dollars spent on advertising in the United States in 2015. 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 enable our clientsutilize anonymous mobile location intelligence to better understand how our displays can successfullyhelp brands reach their targetcertain audiences and promote their advertising campaigns. Also,understand what happens after someone is exposed to an advertisement on our printed and digital displays.systemsapproaches to delivering the right audience in the right location at the right time. One example is our programmatic effort to sell digital billboard advertisements using automated advertisement sales technology to introduce ease and efficiency to the out-of-home ad sales process and enable better 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 will provide improved audience metrics for outdoor advertising. 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.traditionalprinted 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, 2015,2017, we had deployed more than 1,2001,100 digital billboards in 3728 markets in the United States.22%20%, 21%20% and 22% of our revenue in 2015, 20142017, 2016 and 2013,2015, respectively. Americas outdoor revenue is derived from the sale of advertising copy placed on our traditionalprinted and digital displays. Our display inventory consists primarily of billboards, street furnituretransit displays and transit displays.street furniture. 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 display revenues. The following table shows the approximate percentage of revenue derived from each category for our Americas outdoor inventory: Year Ended December 31, 2017 2016 2015 Billboards: Bulletins 59 % 59 % 58 % Posters 10 % 10 % 12 % Transit displays 16 % 16 % 15 % Street furniture displays 7 % 7 % 6 % Spectaculars/wallscapes 4 % 4 % 5 % Other 4 % 4 % 4 % Total 100 % 100 % 100 % ·traditionalprinted bulletins is computer printed on vinyl and transported to the bulletin where it is secured to the display surface. Bulletins generally are located along major expressways, primary commuting routes and main intersections that are highly visible and heavily trafficked. Our clients may contract for individual bulletins or a network of bulletins, meaning the clients’ advertisements are rotated among bulletins to increase the reach of the campaign. Our client contracts for bulletins, either traditionalprinted or digital, generally have terms ranging from four weeks to one year.·TraditionalPrinted posters are approximately 11 feet high by 23 feet wide, and the traditionalprinted junior posters are approximately 5 feet high by 11 feet wide. Digital posters are available in addition to the traditional poster-size andtraditionalprinted posters is digitally printed on a single piece of polyethylene material that is then transported and secured to the poster surfaces. Advertising copy for traditionalprinted junior posters is printed using silk screen, lithographic or digital process to transfer the designs onto paper that is then transported and secured to the poster surfaces. Posters generally are located in commercial areas on primary and secondary routes near point-of-purchase locations, facilitating advertising campaigns with greater demographic targeting than those displayed on bulletins. Our poster rates typically are less than our bulletin rates, and our client contracts for posters generally have terms ranging from four weeks to one year. Premiere displays, which consist of premiere panels and squares, are innovative hybrids between bulletins and posters that we developed to provide our clients with an alternative for their targeted marketing campaigns. The premiere displays use one or more poster panels, but with vinyl advertising stretched over the panels similar to bulletins. Our intent is to combine the creative impact of bulletins with the additional reach and frequency of posters.traditionalprinted and digital formats, and are primarily located in major metropolitan areas and along major commuting routes. Generally, we are responsible for the construction and maintenance of street furniture structures. Contracts for the right to place our street furniture displays in the public domain 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, we pay 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 furniture displays. Typically, these revenue sharing arrangements include payments by us of minimum guaranteed amounts. Client contracts for street furniture displays typically have terms ranging from four weeks to one year, and are typically for network packages of multiple street furniture displays.Transit DisplaysOur transit displays are advertising surfaces on various types of vehicles or within transit systems, including on the interior and exterior sides of buses, trains, trams, and within the common areas of rail stations and airports, and are available in both traditional 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 by public transit authorities in competitive bidding processes or are negotiated with private transit operators. Generally, these contracts have terms ranging from five to ten years. Our client contracts for transit displays generally have terms ranging from four weeks to one year.City and the Gardiner Expressway in Toronto.City. Client contracts for spectaculars typically have terms of one year or longer. A wallscape is a display that drapes over or is suspended from the sides of buildings or 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 extended terms. 2015,2017, we owned or operated approximately 107,00094,000 display structures in our Americas outdoor advertising segment with operations in 4443 of the 50 largest markets in the United States, including all of the 20 largest markets. Therefore, no one property is material to our overall operations. We believe that our properties are in good condition and suitable for our operations.In the first quarter of 2016, we sold our outdoor business in nine non-strategic markets.owned land leased landwe own, lease or land for which we have acquired permanent easements.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 advertising structure as long as the structure is used in compliance with the laws and regulations of the applicable jurisdiction.build somemanage the construction of theour structures at our billboard fabrication business in Illinoiscentrally 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 to 20 years. In addition to the site lease, we must obtain a permit to build the sign.new signs or convert existing signs to digital format. Permits are typically issuedgranted in perpetuity by the state and/or local government and typically are transferable or renewable for a minimal, or no, fee. TraditionalPrinted bulletin and poster advertising copy is eitherprimarily printed with computer generated or placed on lithographed or silk-screened paper sheets supplied by the advertiser. These advertisements are then transported to the site and in the case of vinyl, wrapped around the face of the site and inor affixed to a hardware anchoring system on the case of paper, pasted and applied like wallpaper to thedisplay site. The operational process also includes conducting visual inspections of the inventory for display defects and taking the necessary corrective action within a reasonable period of time.2015,2017, the top five client categories in our Americas outdoor segment were retail, business services, media,retail, healthcare and medical, media and banking and financial services.Asia and Australia,Asia, with approximately 34%, 35%32% and 35%34% of our revenue in this segment derived from France and the United Kingdom for the years ended December 31, 2015, 20142017, 2016 and 2013.2015. As of December 31, 2015,2017, we owned or operated more than 540,000480,000 displays across 2218 countries.andbillboards, transit displays, billboards, mallretail displays, SmartBike programs wallscapes and other spectaculars, which we own or operate under lease or license agreements. Our International business is focused on densely-populated metropolitan areas.thisour effort to promote growth in outdoor 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 the desired audience.Over the pastFor over five years, we have spent time and resources building commercial capabilities through a company wide sales force effectiveness program and an upgrade in our sales and marketing talent. These capabilities allow us to build and nurture relationships with our clients and their agencies as well as to offer packages and products that meet our clients’ advertising needs. Going forward, particular areas of focus include pricing, packaging and programmatic selling. Our new proprietary programmatic platform enables marketers to buy our out of home inventory in audience-based packages, giving them the ability to manage their campaigns on a self-service basis.novel technologies, such as beacons, small cells, wayfinding stations and provision of wifi in our street furniture network, as additions to traditional methods of displaying our clients’ advertisements. We are currently installing these technologies in a number of our various markets. Digital displays enable revenue growth by enhancing the core proposition of outdoor advertising to our clients by improving the quality of display; enabling greater utilization of our best advertising locations through sequential displays; allowing advertisers to plan campaigns around specific days or times of day; and enhancing creativity and contextual relevance of advertisements, tailoring messages according to specific locations, times or other inputs, such as the current weather or latest betting odds. We seek to achieve greater consumer engagement and flexibility by delivering powerful, flexible and interactive 6,60013,500 digital displays in 1916 countries across Europe Asia and AustraliaAsia as of December 31, 2015.2017.23%22%, 26%23% and 25%23% of our revenue in 2015, 20142017, 2016 and 2013,2015, respectively. Our International outdoor display inventory consists primarily of street furniture displays, billboards, transit displays and other out-of-home advertising displays. The following table shows the approximate percentage of revenue derived from each inventory category of our International outdoor segment:(1) Includes advertising revenue from mall displays, other small displays, and non-advertising revenue from sales of street furniture equipment, cleaning and maintenance services, operation of SmartBike programs and production revenue. Year Ended December 31, 2017 2016 2015 Street furniture displays 51 % 52 % 52 % Billboards 17 % 17 % 19 % Transit displays 11 % 10 % 9 % 21 % 21 % 20 % Total 100 % 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. traditionalprinted and digital formats, are substantially similar to their Americas street furniture counterparts, and include bus shelters, freestanding units, various types of kiosks, benchestelephone boxes and other public structures. Internationally, contracts with municipal and transit authorities for the right to place our street furniture in the public domain and sell advertising on such street furniture typically provide for terms ranging from twoup to 15 years. The major difference between our International and Americas street furniture businesses is in the nature of the municipal contracts. In our International outdoor business, these contracts typically require us to provide the municipality with a broader range of metropolitan amenities such as bus shelters with or without advertising panels, information kiosks and public wastebaskets, as well as space for the municipality to display maps or other public information. In exchange for providing such metropolitan amenities and display space, we are authorized to sell advertising space on certain sections of the structures we erect in the public domain. Our International print street furniture is typically sold to clients as network packages of multiple street furniture displays, with contract terms ranging from one to two weeks. Client contracts are also available for longer terms.traditionalprinted and digital formats.·typically display static messages that resemble standard printed billboards when viewed, but also allow advertisers to dynamically change messages throughout the course of a day to more effectively target and engage audiences in key locations, and may display advertisements for multiple customers. Our electronic displays are linked through centralized computer systems to instantaneously and simultaneously change advertising copy as needed.messages throughout the course of a day. Because of their greater size, impact, high frequency and 24-hour traditionalprinted premium billboards is digitally-printed and transported to the billboard where it is secured to the display surface. Premium billboards generally are located along major expressways, primary commuting routes and main intersections that are highly visible and heavily trafficked. Our clients may contract for individual billboards or a network of billboards.·traditionalprinted classic billboards are available in a variety of formats across our markets. Similar to digital premium billboards, classic digital billboards typically display static messages that resemble standard printed posters when viewed, and are linked through centralized computer systems to instantaneously and simultaneously change messages throughout the course of a day. Advertising copy for traditionalprinted 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, facilitating advertising campaigns with greater demographic targeting than those displayed on premium billboards. Classic billboards typically deliver lower rates than our premium billboards. Our intent is to combine the creative impact of premium billboards with the additional reach and frequency of classic billboards.traditionalprinted or digital, generally have terms ranging from one week to two weeks.Transit DisplaysOur International transit display contracts are substantially similar Due to its dynamic and real time delivery capabilities, digital retail displays can be sold flexibly, allowing advertisers to buy solutions on a ‘play and impact’ audience-based modelAmericas transit display counterparts. They are advertising surfaces on various types of vehicles or within transit systems, including on the interioraudiences with dynamic, contextually relevant and exterior sides of buses, trains, trams and within the common areas of rail stations and airports, and are available in both traditional 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 by public transit authorities in competitive bidding processes or are negotiated with private transit operators. Our transit display contracts often require us to make only a minimal initial investment and few ongoing maintenance expenditures. Contracts with public transit authorities or private transit operators typically have terms ranging from two to five years. Our client contracts for transit displays, either traditional or digital, generally have terms ranging from one week to one year, or longer. mall displays, other small displays and non-advertising revenue from sales of street furniture equipment, cleaning and maintenance services and production and creative services revenue. Our International inventory includes other small displays that are counted as separate displays since they form a substantial part of our network and International outdoor advertising revenue. We also have a SmartBike bicycle rental program which provides bicycles for rent to the general public in several municipalities. 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 or provide cleaning and maintenance services as part of street furniture contracts with municipalities.2015,2017, we owned or operated more than 540,000480,000 displays in our International outdoor segment, with operations across 2218 countries. Our International outdoor display count includes display faces, which may include multiple faces on a single structure, as well as small, individual displays. As a result, our International outdoor display count is not comparable to our Americas outdoor display count, which includes only unique displays. No one property is materialsignificant to our overall operations. We believe that our properties are in good condition and suitable for our operations.from twoup to 15 years and have revenue share, capital expenditure requirements and/or fixed payment components. Competitive bidding processes are complex and sometimes lengthy. Substantial costs may be incurred in connection with preparing bids for such processes. Our competitors, individually or through relationships with third parties, may be able to provide municipalities with different or greater capabilities or prices or benefits than we can provide. In the past we have not, and most likely in the future will not, be awarded all of the contracts on which we bid. There can be no assurance that we will win any particular bid, or that we will be able to replace any revenues lost upon expiration or completion of a contract. Our inability to renew existing contracts can also result in significant expenses from the removal of our displays. Furthermore, if and when we do obtain a contract, we are generally required to incur significant start-up expenses. The costs of bidding on contracts and the start-up costs associated with new contracts we may obtain may significantly reduce our cash flow and liquidity. The success of our business also depends generally on our ability to obtain and renew contracts with private landlords.as well as other general support services and initiatives that arewhich is ancillary to our other businesses.industries throughout the United States.industries. As of December 31, 2015,2017, Katz Media represented more than 3,000 radio stations. Katz Media also represents more than 700900 television and digital multicast stations.2015,2017, we had approximately 14,40013,600 domestic employees and approximately 4,300 international employees, of which approximately 17,30016,400 were in direct operations and 1,4001,500 were in administrative or corporate related activities. Approximately 800 of our employees are subject to collective bargaining agreements in their respective countries. We are a party to numerous collective bargaining agreements, none of which represent a significant number of employees. We believe that our relationship with our union and non-union employees is good.parent;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 class of 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 a licensee’s total asset value, if the interest holder provides over 15% of the licensee station’s total weekly programming, or has an attributable broadcast or newspaper 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 the broadcast 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 attributable interest in that station.shareholdersstockholders holds an interest in another television station, radio station or daily newspaper that is inconsistent with the FCC’s ownership rules.The FCC is required to conduct periodic reviews of its media ownership rules. In 2003, the FCC, among other actions, modified the radio ownership rules and adopted new cross-media ownership limits. The U.S. Court of Appeals for the Third Circuit initially stayed implementation of the new rules. Later, it lifted the stay as to the radio ownership rules, allowing the modified rules to go into effect. It retained the stay on the cross-media ownership limits and remanded them to the FCC for further justification (leaving in effect separate pre-existing FCC rules governing newspaper-broadcast and radio-television cross-ownership). In 2007, the FCC adopted a decision that revised the newspaper-broadcast cross-ownership rule but made no changes to the radio ownership or radio-television cross-ownership rules. In 2011, the U.S. Court of Appeals for the Third Circuit vacated the FCC’s revisions to the newspaper-broadcast cross-ownership rule and otherwise upheld the FCC’s decision to retain the current radio ownership and radio-television cross-ownership rules. The U.S. Supreme Court denied review of the Third Circuit’s decision. The FCC began a periodic review of its media ownership rules in 2010 and issued a notice of proposed rulemaking, but did not complete the proceeding. The FCC has commenced its 2014 periodic review and has incorporated the record of the 2010 review proceeding with a further notice of proposed rulemaking. We cannot predict the outcome of the FCC’s media ownership proceedings or their effects on our business in the future.Irrespective of the FCC’s radio ownership rules, the Antitrust Division of the U.S. Department of Justice (“DOJ”) and the U.S. Federal Trade Commission (“FTC”) have the authority to determine that a particular transaction presents antitrust concerns. In particular, where the proposed purchaser already owns one or more radio stations in a particular market and seeks to acquire additional radio stations in that market, the DOJ has, in some cases, obtained consent decrees requiring radio station divestitures.··generally prohibithave historically prohibited an individual or entity from having an attributable interest in either a radio or television station and a daily newspaper located in the same market. As noted below, the FCC has recently adopted an order eliminating this prohibition.·permithave permitted the common ownership of one television and up to seven same-market radio stations, or up to two television and six same-market radio stations, depending on the number of independent media voices in the market and on whether the television and radio components of theIn November 2013, theThe FCC has clarified that it wouldwill entertain and authorize, on a case-by-case basis and upon a sufficient public interest showing, proposals to exceed the 25% foreign ownership limit in broadcasting holding companies. In October 2015,September 2016, the FCC proposedadopted rules to simplify and streamline the process for requesting authority to exceed the 25% indirect foreign ownership limit and solicited public comment on related matters, such as revisingreformed the methodology that publicly-traded broadcasters may use to assess their compliance with the 25% limit. stations was enacted.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. In October 2015, the FCC proposed rules which could reduce the degree of interference protection afforded to certain of our AM radio stations that serve wide areas.Irving Azoff, one of our directors, is the Chairman and Chief Executive Officer of Azoff MSG Entertainment LLC, which owns 85% of GMR. GMR has secured the rights to certain high-value copyrights. Further, certaincopyrights 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 publisherslicensing fees with PROs on behalf of many U.S. radio stations, have attempted to withdraw their rights from ASCAPinstituted antitrust litigation against one another. Additionally, there has been litigation concerning whether the consent decrees between the DOJ and BMI.major PROs 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 of musical composition copyright owners from the three established PROs, and/orPROs; the emergence of one or more additional PROs,PROs; the outcome of the GMR/RMLC litigation; and the outcome of the full-work licensing issue could impact, and in some circumstances increase, our royalty rates and negotiation costs.the recordings fixed before that date (“pre-72 recordings”). Sound recording copyright owners have sued radio broadcasters and digital audio transmission services (including us) for unauthorized public performances and reproductions of pre-72 recordings under various state laws. Courts applying the laws and courts in twoof at least four states have issued decisions favorabledenied protection to pre-72 recordings, and the issue remains pending elsewhere. Legislation has also been introduced in Congress that would preempt state law claims for copyright owners.violations related to pre-72 recordings. If one or more of these decisions is upheld on appeallegislative efforts are unsuccessful, and if the courts ultimately determine that there are public performance rights in pre-72 sound recordings and 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/or increase our licensing and negotiating costs of doing so.recentlyhas issued an initiala final determination establishing copyright royalty rates for the public performance and ephemeral reproduction of sound recordings by various noninteractive webcasters, including radio broadcasters that simulcast their terrestrial programming online, 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 a decrease from the 2015 CRB rates applicable to broadcasters and other webcasters, but the determination has not been finalized and is subject to appeal.appealed. Increased royalty rates could significantly increase our expenses, which could adversely affect our business. Moreover, some record companies recently have threatened to seek to enforce certain eligibilityAdditionally, there are conditions applicable to the webcasting statutory license that in the past they hadlicense. Some, but not all, record companies have agreed to waive.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.Twitter and Facebooksocial media pages, and mobile application (“Platforms”), in accordance with the privacy policies and terms of use posted on the applicable Platform. We collect personally identifiable information directly from Platform users in several ways, including when a user purchases our products or services, registers to use our services, fills out a listener profile, posts comments, uses our social networking features, participates in polls and contests and signs up to receive email newsletters. We also may obtain information about our listeners from other listeners and third parties. We use the information we collect about and from Platform users for a variety of business purposes.As a company conducting Outside our radio business, onwe collect personally identifiable information from our employees, from users of our Smartbike services, from our business partners and from consumers who interact with our digital panels, including the Internet, weuse of behavioral analysis software.privacy, among other things.privacy. Many of these laws and regulations are still evolving and could be interpreted in ways that could harm our business. In the area of information security and data protection, the laws in several states in the United States and most countries require companies to implement specific information security controls and legal protections to protect certain types of personally identifiable information. Likewise, all but a fewmost states in the United States and most countries have laws in place requiring companiesto protect our proprietary business information andthat are designed to protect against the loss, misuse, and alteration of our listeners’, employees', clients' and customers' personally identifiable information and to protect our proprietary business information. However,In Europe, we have appointed a Chief Data Protection Officer and are preparing a comprehensive legal and information security-led approach 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, and we may be unable to anticipate or prevent unauthorized access to such information.impenetrable. Any failure or perceived failure by us to protect our information or information about our listeners, employees, clients and customers or to comply with our policies or applicable regulatory requirements could result in damage to our business 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.Relatedand uncertainties associated with our Chapter 11 Cases include the following:BusinessTo servicemanagement has spent considerable time participating in the development of restructuring plans and the business plan for the Company. This diversion of management’s attention may have a material adverse effect on the conduct of our business, and, as a result, on our financial condition and results of operations, particularly if the Chapter 11 Cases are protracted.obligations and debt service costs.we require a significant amount of cash. Our principal sources of liquidity historically have been cash flow from operations, borrowing capacity under the senior secured credit facilities and the receivables based credit facility and issuances of bonds. If our cash flow from operations decreases as a result of lower advertising prices, decreased listener demand, or otherwise, we may not have the ability to expend the capital necessary to improve or maintain our current operations, resulting in decreased revenues over time.needs, which depends on many factors beyondongoing operational obligations, is dependent upon, among other things: (i) our controlOur ability to servicecomply with the terms and conditions of the cash collateral order entered by the Bankruptcy Court in connection with the Chapter 11 Cases, (ii) our debt obligationsability to maintain adequate cash on hand, (iii) our ability to generate cash flow from operations, (iv) our ability to develop, confirm and consummate a plan of reorganization or other alternative restructuring transaction, and (v) the cost, duration and outcome of the Chapter 11 Cases.expenditures requiresmay not be sufficient to support our operations post-emergence. Our operating cash flows and exit financing or capital may not be sufficient to pay our debt as it comes due, interest on our debt, emergence costs and other operating expenses. We currently face significantly higher operating expenses due in part to payments to our financial and legal advisors, as well as fees and other amounts payable to the advisors to our lenders and bondholders in connection with the Chapter 11 Cases. Because we have limited short-term sources of cash, we may be unable to successfully emerge from bankruptcy or implement our plan of reorganization.cash. Our primary sources of liquidity are cash on hand, cash flow from operations and borrowing capacity under iHeartCommunications’ receivables based credit facility, subject to certain limitations contained in iHeartCommunications’ material financing agreements, to help meet our liquidity needs.indebtedness. As of December 31, 2015, we2017, CCOH had $772.7$5.3 billion of total indebtedness outstanding, including: (1) $2.7 billion aggregate principal amount of CCWH’s senior notes, net of unamortized discounts of $4.2 million, which mature in November 2022; (2) $2.2 billion aggregate principal amount of CCWH’s senior subordinated notes, which mature in March 2020; (3) $379.0 million aggregate principal amount outstanding of international subsidiary senior notes, net of unamortized premiums of $4.0 million, which mature in December 2020; and (4) $2.4 million of cash on our balance sheet. As of December 31, 2015, we had a borrowing base of $459.7 million under iHeartCommunications’ receivables based credit facility, had $230.0 million of outstanding borrowings and $43.9 million of outstanding letters of credit, resulting in $185.8 million of excess availability. However, any incremental borrowings under iHeartCommunications’ receivables based credit facility may be further limited by the terms contained in iHeartCommunications’ material financing agreements. Based on our current and anticipated levels of operations and conditions in our markets, we believe that cash on hand, cash flow from operations and borrowing capacity under iHeartCommunications’ receivables based credit facility will enable us to meet our working capital, capital expenditure, debt service and other funding requirements for at least the next twelve months. However, ourdebt. CCOH’s ability to fund our working capital, capital expenditures,make scheduled payments on its debt service and other obligations and to comply with the financial covenant under iHeartCommunications’ financing agreements, depends on our futureits financial condition and operating performance, and cash from operations, which are in turn subject to prevailing economic and competitive conditions and to certain financial, business and other factors manybeyond its control. CCOH may not be able to maintain a level of which are beyond our control. In 2015, we drew a net aggregate of $230.0 million under our receivables based credit facilitycash flows from operating activities sufficient to fund working capital needs, capital expenditurespermit it to pay the principal and interest payment obligations,on its indebtedness. CCOH’s operations and since the beginning of 2015, we completed several transactions as described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Anticipated Cash Requirements.” These transactions improvedits ability to successfully refinance or extend its debt may also be negatively affected by our liquidity positionChapter 11 Cases.short term, but our annual lease paymentChapter 11 Cases, provides the day-to-day cash management services for CCOH’s cash activities and annualbalances in the U.S. pursuant to the Corporate Services Agreement between iHeartCommunications and CCOH, and is continuing to do so during the Chapter 11 Cases pursuant to a cash interest payment obligations increased as a result. If our future operating performancemanagement order approved by the Bankruptcy Court. CCOH does not meet our expectation or our plans materially changehave any material committed external sources of capital other than iHeartCommunications. If CCOH has a significant need for capital in an adverse manner or prove to be materially inaccurate, we may need additional financing. In addition, the purchase price of possible acquisitions, capital expenditures for deployment of digital billboards and/or other strategic initiatives could require additional indebtedness or equity financing on our part. Adverse securitiesfuture and credit market conditions could significantly affect the availability of debt or equity financing. In connection with iHeartCommunications’ financing transactions completed during 2015, the average interest rate on our outstanding debt has increased. We anticipate paying cash interest of approximately $1.8 billion during 2016. Future financing transactions may further increase interest expense, which couldiHeartCommunications is limited in turn reduce our financial flexibility and ourits ability to fund other activitiesprovide such capital, there could be a material adverse effect on CCOH’s financial condition and make us more vulnerable to changes in operating performance or economic downturns generally. There can be no assurance that additional financing, if permitted under the terms of iHeartCommunications’ financing agreements, will be available on terms acceptable to us or at all. The inability to generate sufficient cash or obtain additional financing couldliquidity, which would have a material adverse effect on our financial condition and onliquidity.meet iHeartCommunications’ obligationsborrow additional amounts for working capital, capital expenditures, debt service requirements, execution of our business strategy or pursue strategic initiatives.conditionsbusinessesoperationsaudiostreaming music services, as well as consumer products, such as portable digital audio players and other mobile devices, smart phones and tablets, gaming consoles, in-home entertainment and enhanced automotive platforms. These technologies and alternative media platforms, including those used by us, compete with our broadcast radio stations for audience share and advertising 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 the resources to acquire new technologies or to introduce new services to compete with other new technologies or services, or that our investments in new technologies or services will provide the desired returns. Other companies employing new technologies or services could more successfully implement such new technologies or services or otherwise increase competition with our businesses.hostsindividualslegal obligation to remain with us, and may decide to leave for a variety of personal or other reasons beyond our control. If members of our management or key individuals decide to leave us in the future, if we decide to make further changes to the composition of, or the roles and responsibilities of, these individuals, or if we are not successful in attracting, motivating and retaining other key employees, our business could be adversely affected.control··areour being late in adopting technological changes and innovations that offer more attractive advertising or listening alternatives than what we offer, which could result in a loss of advertising···· andemployees;employees.termsfrom 2up to 15 years and have revenue share, capital expenditure requirements and/or fixed payment components. Competitive bidding processes are complex and sometimes lengthy and substantial costs may be incurred in connection with preparing bids.··we may be unable to estimate accurately the revenue derived from and the resources and cost structure that will be required to service any contract we win; and· dispositions and other strategic transactions could pose risksacquisitions and dispositions of certain businesses.businesses as well as acquisitions. These acquisitionsdispositions or dispositionsacquisitions could be material. Our strategy involvesDispositions and acquisitions involve numerous risks, including:·our acquisitions may prove unprofitable and fail to generate anticipated cash flows;········Acquisitionsdispositionsacquisitions of media and entertainment businesses and outdoor advertising businesses may require antitrust review by U.S. federal antitrust agencies and may require review by foreign antitrust agencies under the antitrust laws of foreign jurisdictions. We can give no assurances that the DOJ, the FTC or foreign antitrust agencies will not seek to bar us from acquiringdisposing of or disposing ofacquiring media and entertainment businesses or outdoor advertising businesses or impose stringent undertaking on our business as a condition to the completion of an acquisition in any market where we already have a significant position. Further, radio acquisitions are subject to FCC approval. Such transactions must comply with the Communications Act and FCC regulatory requirements and policies, including with respect to the number of broadcast facilities in which a person or entity may have an ownership or attributable 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 rules remain subject to ongoing agency and court proceedings. Future changes could restrict our ability to acquiredispose of or dispose ofacquire new radio assets or businesses.resultsstations was enacted.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. In October 2015, the FCC proposed rules, which could reduce the degree of interference protection afforded to certain of our AM radio stations that serve wide areas. In addition, Congress, the FCC and other regulatory agencies have considered, and may in the future consider and adopt, new laws, regulations and policies that could, directly or indirectly, have an adverse effect on our business operations and financial performance. For example, Congress may consider and adopt legislation that would impose an obligation upon all U.S. broadcasters to pay performing artists a royalty for recentlyhas issued an initiala final determination establishing copyright royalty rates for the public performance and ephemeral reproduction of sound recordings by various noninteractive webcasters, including radio broadcasters that simulcast their terrestrial programming online, to apply 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 from the 2015 CRB rates applicable to broadcasters and other webcasters, but the determination has not been finalized and is subject to appeal.appealed. Increased royalty rates could significantly increase our expenses, which could adversely affect our business. Moreover, some record companies recently have threatened to seek to enforce certain eligibilityAdditionally, there are conditions applicable to the webcasting statutory license that in the past they hadlicense. Some, but not all, record companies have agreed to waive.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. 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.operationsoperationsadvertisers.advertisers,advertisersadvertisers.productsoperationsStates·············United KingdomU.K. Bribery Act), our employees, subcontractors and agents could take actions that violate applicable anticorruptionanti-corruption laws or regulations. Violations of these laws, or allegations of such violations, could have a material adverse effect on our business, financial position and results of operations.us and may have conflicts of interest with us in the futurethirdfourth amended and restated certificate of incorporation, and approvingauthority to makeinfluence over decisions affecting us includingduring the issuance of additional capital stock, change in control transactions, the incurrence of additional indebtedness, the implementation of stock repurchase programs and the decision of whether or not to declare dividends.In addition, affiliates of Bain Capital and THL are lenders under iHeartCommunications’ term loan credit facilities and holders of iHeartCommunications’ priority guarantee notes due 2019. It is possible that their interests in some circumstances may conflict with our interests and the interests of other stockholders.Additionally, Bain Capital and THL are in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with us. One or morependency of the entities advised by or affiliated with Bain Capital and/or THL may also pursue acquisition opportunities that may be complementaryChapter 11 Cases, subject to our business and, as a result, those acquisition opportunities may not be available to us. So long as entities advised by or affiliated with Bain Capital and THL directly or indirectly own a significant amountthe approval of the voting power of our outstanding equity interests, even if such amount is less than 50%, Bain CapitalBankruptcy Court, and, THL will continue to be able to strongly influence or effectively control our decisions.Risks Related to Ownership of Our Class A Common StockThe market price and trading volume of our Class A common stock may be volatileThe market price of our Class A common stock could fluctuate significantly for many reasons, including, without limitation:·as a result of the risk factors listed in this Annual Report on Form 10-K;·actual or anticipated fluctuations in our operating results;·reasons unrelated to operating performance, such as reports by industry analysts, investor perceptions, or negative announcements by our customers or competitors regarding their own performance;·regulatory changes that could impact our business; and·general economic and industry conditions.Shares of our Class A common stock are quoted on the Over-the-Counter Bulletin Board. The lack of an active market may impair the ability of holders of our Class A common stock to sell their shares of Class A common stock at the time they wish to sell them or at a price that they consider reasonable. The lack of an active market may also reduce the fair market value of the shares of our Class A common stock.There is no assurance that holders of our Class A common stock will ever receive cash dividendsWe have never paid cash dividends on our Class A common stock, and there is no guarantee that we will ever pay cash dividends on our Class A common stock in the future. The terms of our financing arrangements and other debt restrict our ability to pay cash dividends on our Class A common stock. In addition to those restrictions, under Delaware law, we are permitted to pay cash dividends on our capital stock only out of our surplus, which in general terms means the excess of our net assets over the original aggregate par value of our stock. In the event we have no surplus, we are permitted to pay these cash dividends out of our net profits for the year in which the dividend is declared or in the immediately preceding year. Accordingly, there is no guarantee that, if we wish to pay cash dividends, we would be able to do so pursuant to Delaware law. Also, even if we are not prohibited from paying cash dividends by the terms of our financing agreements or by law, other factors such as the need to reinvest cash back into our operations may prompt our Board of Directors to elect not to pay cash dividends.We may terminate our Exchange Act reporting, if permitted by applicable lawIf at any time our Class A common stock is held by fewer than 300 holders of record, we will be permitted to cease to be a reporting company under the Exchange Act to the extent we are not otherwise required, to continue to report pursuant to any contractual agreements, including with respect to anythe creditors of our indebtedness. If we were to cease filing reports under the Exchange Act, the information now available to our stockholdersCompany.annual, quarterlyinterpretation and other reports we currently file withapplication of the SEC would not be available to them as a matterTax Cuts and Jobs Act of right.Risks Related to Our IndebtednessThe substantial amount of indebtedness of our subsidiary, iHeartCommunications, and its subsidiaries, may adversely2017 could materially affect our cash flowstax obligations and our abilityeffective tax rate.operate our businessas the Tax Cuts and make us more vulnerable to changes inJobs Act (the "Tax Act"). The Tax Act requires complex computations not previously required by U.S. tax law. As such, the economy or our industryWe have a substantial amountapplication of indebtedness. At December 31, 2015, we had $20.9 billion of total indebtedness outstanding, including: (1) $5.0 billion aggregate principal amount outstanding under iHeartCommunications’ term loan D credit facility, which matures in January 2019 and $1.3 billion aggregate principal amount outstanding under iHeartCommunications’ term loan E credit facility, which matures in July 2019; (2) $230.0 million aggregate principal amount outstanding under iHeartCommunications’ receivables based credit facility, which matures in December 2017; (3) $2.0 billion aggregate principal amount outstanding of iHeartCommunications’ 9.0% priority guarantee notes due 2019, which mature in December 2019; (4) $1.7 billion aggregate principal amount outstanding of iHeartCommunications’ 9.0% priority guarantee notes due 2021, net of $29.9 million of unamortized discounts, which mature in March 2021; (5) $575.0 million aggregate principal amount outstanding of iHeartCommunications’ 11.25% priority guarantee notes due 2021, which mature in March 2021; (6) $1.0 billion aggregate principal amount outstanding of iHeartCommunications’ 9.0% priority guarantee notes due 2022, net of $2.2 million of unamortized premiums, which mature in September 2022; (7) $950.0 million aggregate principal amount outstanding of iHeartCommunications’ 10.625% priority guarantee notes due 2023, which mature in March 2023; (8) $25.2 million aggregate principal amount of other secured debt; (9) $1.7 billion aggregate principal amount outstanding of iHeartCommunications’ 14.0% senior notes due 2021, net of $14.0 million of unamortized discounts, (net of $431.9 million held by a subsidiary of iHeartCommunications), which mature in February 2021; (10) $512.8 million aggregate principal amount outstanding of iHeartCommunications’ Legacy Notes, net of unamortized purchase accounting discounts of $155.1 million (net of $57.1 million held by a subsidiary of iHeartCommunications), which mature at various dates from December 2016 through October 2027; (11) $730.0 million aggregate principal amount outstanding of iHeartCommunications’ 10.0% senior notes due 2018 (net of $120.0 million held by a subsidiary of iHeartCommunications), which mature in January 2018; (12) $2.7 billion aggregate principal amount outstanding of subsidiary senior notes, net of unamortized discounts of $5.6 million, which mature in November 2022; (13) $2.2 billion aggregate principal amount outstanding of subsidiary senior subordinated notes, which mature in March 2020; (14) $222.8 million aggregate principal amount outstanding of international subsidiary senior notes, net of unamortized discounts of $2.2 million, which mature in December 2020; and (15) other obligations of less than $1.0 million. This large amount of indebtedness could have negative consequencesguidance for us, including, without limitation:·requiring us to dedicate a substantial portion of our cash flow to the payment of principal and interest on indebtedness, thereby reducing cash available for other purposes, including to fund operations and capital expenditures, invest in new technology and pursue other business opportunities;·limiting our liquidity and operational flexibility and limiting our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes;·limiting our ability to adjust to changing economic, business and competitive conditions;·requiring us to defer planned capital expenditures, reduce discretionary spending, sell assets, restructure existing indebtedness or defer acquisitions or other strategic opportunities;·limiting our ability to refinance any of the indebtedness or increasing the cost of any such financing;·making us more vulnerable to an increase in interest rates, a downturn in our operating performance, a decline in general economic or industry conditions or a disruption in the credit markets; and·making us more susceptible to negative changes in credit ratings, which could impact our ability to obtain financing in the future and increase the cost of such financing.Ifitems is currently uncertain. Further, compliance with the debtTax Act and the accounting for such provisions require preparation and analysis of information not previously required or regularly produced. In addition, the U.S. Department of Treasury has broad authority to issue regulations and interpretative guidance that may significantly impact how we will apply the Tax Act and impact our results of operations in future periods. Accordingly, while we have provided a provisional estimate on the effect of the Tax Act in our accompanying audited financial statements, further regulatory or GAAP accounting guidance for the law, our further analysis on the application of the law, and refinement of our initial estimates and calculations could materially change our current provisional estimates, which could, in turn, materially affect our tax obligations materially hindersand effective tax rate. There may also be significant future effects that these tax reforms will have on our ability to operatefinancial results and our business and adapt to changing industry conditions, we may lose market share, our revenue may decline and our operating results may suffer. The terms of iHeartCommunications’ credit facilities and the other indebtedness allow us, under certain conditions, to incur further indebtedness, including secured indebtedness, which heightens the foregoing risks.iHeartCommunications and its subsidiaries may not be able to generate sufficient cash to service all of their indebtedness, may not be able to refinance all of their indebtedness before it becomes due and may be forced to take other actions to satisfy their obligations under their indebtedness, which may not be successfuliHeartCommunications’ and its subsidiaries’ ability to make scheduled payments on their respective debt obligations depends on their financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond their or our control.strategies. In addition, because iHeartCommunications derivesthere is a substantial portion of its operating income from its subsidiaries, iHeartCommunications’ abilityrisk that states or foreign jurisdictions may amend their tax laws in response to repay its debt depends upon the performance of its subsidiaries, their ability to dividend or distribute funds to iHeartCommunications and iHeartCommunications’ receipt of funds under its cash management arrangement with its subsidiary, CCOH.iHeartCommunications and its subsidiaries may not generate cash flow from operations or have cash on hand in an amount sufficient to fund our liquidity needs. We anticipate cash interest requirements of approximately $1.8 billion during 2016. At December 31, 2015, we had debt maturities totaling $197.3 million (net of $57.1 million due to a subsidiary of iHeartCommunications), $238.4 million and $939.1 million (net of $120.0 million due to a subsidiary of iHeartCommunications) in 2016, 2017 and 2018, respectively. We are currently exploring, and expect to continue to explore, a variety of transactions to provide us with additional liquidity. We cannot assure you that we will enter into or consummate any such liquidity-generating transactions, or that such transactions will provide sufficient cash to satisfy our liquidity needs, and we cannot currently predict the impact that any such transaction, if consummated, would have on us.If iHeartCommunications’ and its subsidiaries’ cash flows from operations, refinancing sources and other liquidity-generating transactions are insufficient to fund their respective debt service obligations or debt maturities as they become due, we may be forced to reduce or delay capital expenditures, sell material assets or operations, or seek additional capital from other sources. We may not be able to take any of these actions, and these actions may not be successful or permit iHeartCommunications or its subsidiaries to meet the scheduled debt service obligations. Furthermore, these actions may not be permitted under the terms of existing or future debt agreements.The ability to refinance the debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of the debt could be at higher interest rates and increase debt service obligations and may require us, iHeartCommunications and its subsidiaries to comply with more onerous covenants,tax reforms, which could further restrict our business operations. The terms of existing or future debt instruments may restrict us from adopting some of these alternatives. These alternative measures may not be successful and may not permit us, iHeartCommunications or its subsidiaries to meet scheduled debt service obligations. If we, iHeartCommunications or its subsidiaries cannot make scheduled payments on indebtedness, iHeartCommunications or its subsidiaries, as applicable, will be in default under one or more of the debt agreements and, ashave a result we could be forced into bankruptcy or liquidation.Our substantial debt service obligations have increased as a result of iHeartCommunications’ financing transactions and may continue to do so, which could adversely affect our liquidity and prevent us from fulfilling our obligationsIn 2015, our debt service obligations increased. Future financing transactions and any increase in interest rates may further increase our interest expense. The increase in our debt service obligations could adversely affect our liquidity and could have important consequences, including the following:·it may make it more difficult for us to satisfy our obligations under our indebtedness and our contractual and commercial commitments; and·it may otherwise further limit us in the ways summarized above under “The substantial amount of indebtedness of our subsidiary, iHeartCommunications, and its subsidiaries, may adversely affect our cash flows and our ability to operate our business and make us more vulnerable to changes in the economy or our industry,” including by reducing our cash available for operations, debt service obligations, future business opportunities, acquisitions and capital expenditures.Our ability to make payments with respect to iHeartCommunications’ debt obligations will dependmaterial impact on our future operating performance and iHeartCommunications’ ability to continue to refinance its indebtedness, which will be affected by prevailing economic and credit market conditions and financial, business and other factors, many of which are beyond our control.The documents governing our and our subsidiaries’ indebtedness contain restrictions that limit our flexibility in operating our businessiHeartCommunications’ material financing agreements, including its credit agreements and indentures, contain various covenants restricting, among other things, our ability to:·make acquisitions or investments;·make loans or otherwise extend credit to others;·incur indebtedness or issue shares or guarantees;·create liens;·enter into transactions with affiliates;·sell, lease, transfer or dispose of assets;·merge or consolidate with other companies; and·make a substantial change to the general nature of our business.In addition, under iHeartCommunications’ senior secured credit facilities, iHeartCommunications is required to comply with certain affirmative covenants and certain specified financial covenants and ratios. For instance, iHeartCommunications’ senior secured credit facilities require it to comply on a quarterly basis with a financial covenant limiting the ratio of its consolidated secured debt, net of cash and cash equivalents, to its consolidated EBITDA (as defined under the terms of the senior secured credit facilities) for the preceding four quarters. The maximum ratio permitted under this financial covenant for the four quarters ended December 31, 2015 was 8.75 to 1.The restrictions contained in iHeartCommunications’ credit agreements and indentures could affect our ability to operate our business and may limit our ability to react to market conditions or take advantage of potential business opportunities as they arise. For example, such restrictions could adversely affect our ability to finance our operations, make strategic acquisitions, investments or alliances, restructure our organization or finance our capital needs. Additionally, the ability to comply with these covenants and restrictions may be affected by events beyond iHeartCommunications’ or our control. These include prevailing economic, financial and industry conditions. If any of these covenants or restrictions is breached, iHeartCommunications could be in default under the agreements governing its indebtedness and, as a result, we would be forced into bankruptcy or liquidation.Downgrades in our credit ratings may adversely affect our borrowing costs, limit our financing options, reduce our flexibility under future financings and adversely affect our liquidity, and also may adversely impact our business operationsThe corporate credit ratings for iHeartCommunications and its indirect subsidiary, Clear Channel Worldwide Holdings, Inc. (“CCWH”), are speculative-grade. In December 2015, the corporate family rating for CCWH was revised downward by Moody’s Investors Service, Inc. Furthermore, in January 2016, Standard & Poor’s Rating Services, Inc. lowered its corporate credit rating on iHeartCommunications. Any further reductions in their credit ratings could increase our borrowing costs, reduce the availability of financing to us or increase the cost of doing business or otherwise negatively impact our business operations.Except for the historical information, thisThis report contains various forward-looking statements which represent our expectations or beliefs concerning future events, including, without limitation, our future operating and financial performance, our ability to comply with the covenants in the agreements governing our indebtedness and the availability of capital and the terms thereof. Statements expressing expectations and projections with respect to future matters are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We caution that these forward-looking statements involve a number of risks and uncertainties and are subject to many variables which could impact our future performance. These statements are made on the basis of management’s views and assumptions, as of the time the statements are made, regarding future events and performance. There can be no assurance, however, that management’s expectations will necessarily come to pass. Actual future events and performance may differ materially from the expectations reflected in our forward-looking statements. We do not intend, nor do we undertake any duty, to update any forward-looking statements.··our ability to generate sufficient cash from operations or other liquidity-generating transactions and our need to allocate significant amounts of our cash to make payments on our indebtedness, which in turn could reduce our financial flexibility and ability to fund other activities;·capital markets;·level of expenditures on advertising;··the level of expenditures on advertising;·legislative or regulatory requirements;·fluctuations in operating costs;·technological changesinnovations;·technologies;on-air talent,programming, program hosts and management;·capital expenditure··fluctuationsexchange ratesour internal control over financial reporting; and currency values;·the outcome of pending and future litigation;·taxes and tax disputes;·changes in interest rates;·shifts in population and other demographics;·access to capital markets and borrowed indebtedness;·our ability to implement our business strategies;·the risk that we may not be able to integrate the operations of acquired businesses successfully;·the risk that our strategic revenue and efficiency initiatives may not be entirely successful or that any cost savings achieved from such strategic revenue and efficiency initiatives may not be sustained; and·in anfor executive office buildingoffices and lease a data and administrative service center. In addition, certain of our executive and other operations are located in New York, New York and London, England.376382 of our owned broadcast communication tower sites and entered into 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 are generally housed with its offices in downtown or business districts. A radio station’s transmitter sites and antenna sites are generally positioned in a manner that provides maximum market coverage.International InvestigationsApril 21, 2015, inspectionsMay 9, 2016, a stockholder of Clear Channel Outdoor Holdings, Inc. ("CCOH") filed a derivative lawsuit in the Court of Chancery of the State of Delaware, 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 also is named as a nominal defendant. The complaint alleges that CCOH has been harmed by the intercompany agreements with iHeartCommunications, CCOH’s lack of autonomy over its own cash and the actions of the defendants in serving the interests of the Company, iHeartCommunications and the Sponsor Defendants to the detriment of CCOH and its minority stockholders. Specifically, the complaint alleges that the defendants have breached their fiduciary duties by causing CCOH to: (i) continue to loan cash to iHeartCommunications under the intercompany note at below-market rates; (ii) abandon its growth and acquisition strategies in favor of transactions that would provide cash to the Company and iHeartCommunications; (iii) issue new debt in the CCIBV note offering (the "CCIBV Note Offering") to provide cash to the Company and iHeartCommunications through a dividend; and (iv) effect the sales of certain outdoor markets in the U.S. (the "Outdoor Asset Sales") allegedly to provide cash to the Company and iHeartCommunications through a dividend. The complaint also alleges that the Company, iHeartCommunications and the Sponsor Defendants aided and abetted the directors' breaches of their fiduciary duties. The complaint further alleges that the Company, iHeartCommunications and the Sponsor Defendants were conducted at our premises in Denmarkunjustly enriched as a result of these transactions and Sweden as partthat these transactions constituted a waste of an investigationcorporate assets for which the defendants are liable to CCOH. The plaintiff is seeking, among other things, a ruling that the defendants breached their fiduciary duties to CCOH and that the Company, iHeartCommunications and the Sponsor Defendants aided and abetted the CCOH board of directors' breaches of fiduciary duty, rescission of payments made by Danish competition authorities. On the same day, we received a communication from the U.K. competition authorities, alsoCCOH to iHeartCommunications and its affiliates pursuant 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.Danish competition authorities. forensic accountants and an external law firm appointed by Clear Media Limited’s board of directors and approved by the Company’s Audit Committee, into the misappropriation of funds. During the course of the special investigation, it was discovered that three bank accounts were opened in the name of Clear Media Limited entities, which were not authorized, and certain transactions were recorded therein. The opening of the unauthorized bank accounts has also been referred to the policeare cooperatingadvised both the United States Securities and Exchange Commission and the United States Department of Justice of the investigation at Clear Media Limited, and we intend to cooperate with the national competition authorities. Atboth agencies in connection with any investigation that may be conducted in this time, the outcome of thismatter.uncertain.on-going, and the Company is not aware of any litigation, claim or assessment pending against the Company related to the matters described above. Based on information known to date, we believe any contingent liabilities arising from potential misconduct that has been or may be identified by the investigations are not material to our consolidated financial statements. In 2017, Clear Media Limited accounted for 4.1% of our net revenue and 3.8% of our consolidated total assets.February 25, 2016:May 3, 2018:NameAgePositionName Age Position Robert W. Pittman 62584760Officer—Officer – Clear Channel Outdoor International474655Parent,the Company, iHeartCommunications and the CompanyiHeartMedia Capital I, LLC and the Chairman and Chief Executive Officer of CCOH. Mr. Pittman was appointed as the Executive Chairman and a director of Parentthe Company and iHeartCommunications on October 2, 2011. He was appointed as Chairman of Parentthe Company and iHeartCommunications on May 17, 2013. He also was appointed as Chairman and Chief Executive Officer and a member of the board of managers of the CompanyiHeartMedia Capital I, LLC on April 26, 2013. Prior to October 2, 2011, Mr. Pittman served as the Chairman of Media and Entertainment Platforms for iHeartMediathe Company and iHeartCommunications since November 2010. He has been a member of, and an investor in, Pilot Group, a private equity investment company, since April 2003. Mr. Pittman was formerly Chief Operating Officer of AOL Time Warner, Inc. from May 2002 to July 2002. He also served as Co-Chief Operating Officer of AOL Time Warner, Inc. from January 2001 to May 2002, and earlier, as President and Chief Operating Officer of America Online, Inc. from February 1998 to January 2001. Mr. Pittman serves on the boards of numerous charitable organizations, including the Alliance for Lupus Research Alliance, the Rock and Roll Hall of Fame Foundation and the Robin Hood Foundation, where he has served as past Chairman. Mr. Pittman was selected to serve as a member of our Board because of his service as our Chief Executive Officer, as well as his extensive media experience gained through the course of his career.Parent, the Company, iHeartCommunications and iHeartCommunicationsiHeartMedia Capital I, LLC and the Chief Financial Officer of CCOH. Mr. Bressler was appointedParent, the Company, iHeartCommunications, iHeartMedia Capital I, LLC and CCOH on July 29, 2013 and as Chief Operating Officer of Parent, the Company, iHeartCommunications and iHeartCommunicationsiHeartMedia Capital I, LLC on February 18, 2015. Prior thereto, Mr. Bressler was a Managing Director at THL. Prior to joining THL, Mr. Bressler was the Senior Executive Vice President and Chief Financial Officer of Viacom, Inc. from 2001 through 2005. He also served as Chairman and Chief Executive Officer of Time Warner Digital Media and, from 1995 to 1999, was Executive Vice President and Chief Financial Officer of Time Warner Inc. Prior to joining Time Inc. in 1988, Mr. Bressler was previously a partner with the accounting firm of Ernst & Young LLP since 1979.LLP. Mr. Bressler also currently is a director of iHeartMedia,the Company, iHeartCommunications and Gartner, Inc., a member of the board of managers of iHeartMedia Capital I, LLC and a board observer at Univision Communications Inc. Mr. Bressler previously served as a member of the board of directors of American Media Operations, Inc., Nielsen Holdings B.V. and Warner Music Group Corp. and as a member of the J.P. Morgan Chase National Advisory Board. Mr. Bressler holds a B.B.A. in Accounting from Adelphi University. Mr. Bressler was selected to serve as a member of our Board for his experience in and knowledge of the industry gained through his various positions with Viacom and Time Warner as well as his knowledge of finance and accounting gained from his experience at THL and Ernst & Young LLP.Parent, the Company, iHeartCommunications, iHeartMedia Capital 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 since January 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’s operationally focused Portfolio Group. Prior to joining Bain Capital, he held several executive roles at Dell, Inc. (“Dell”) from 2004 to 2007, most recently as Vice President of Public Marketing and On-Line in the Americas. Prior to joining Dell, Mr. Wells was a Partner at Bain & Company, where he focused primarily on technology and consumer-oriented companies. Mr. Wells was a member of our Board from August 2008 until March 2015. He currently serves as a director of CRC Health Corporation.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.Officer- ClearOfficer-Clear Channel International at each of Parent, 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 Parent,the Company, iHeartCommunications and CCOH since January 24, 2012 and as Chief Executive Officer—Outdoor of the CompanyiHeartMedia Capital I, LLC on April 26, 2013. Prior to January 24, 2012, he served as Chief Executive Officer—Clear Channel Outdoor—International of Parentthe Company and iHeartCommunications since February 17, 2011 and as Chief Executive Officer—International of CCOH since September 1, 2009. Previously, he was Chairman and CEO of BBDO EMEA from 2005 to 2009. Prior thereto, he was Chairman and CEO of Young & Rubicam EMEA since 2002.Parent, the Company, iHeartMedia Capital I, LLC, iHeartCommunications and CCOH and the Chief Financial Officer of the Company's iHM segment. Mr. Macri was appointed to this positionSenior Vice President-Corporate Finance of the Company, iHeartCommunications, iHeartMedia Capital I, LLC and CCOH on September 9, 2014. Prior thereto, Mr. Macri served2014 and as the Chief Financial Officer of Parent’s iHeartMedia division fromthe Company's iHM segment on October 7, 2013 to September 2014.2013. Prior to joining the company, Mr. Macri served as Chief Financial Officer for LogicSource Inc., from March 2012 to September 2013. Prior to joining LogicSource, Mr. Macri was Executive Vice President and Chief Financial Officer at Warner Music Group Corp. from September 2008 to December 2011 and prior thereto served as Controller and Senior Vice President-Finance from February 2005 to August 2008. He has an MBA from New York University Stern School of Business and a B.S. in Accounting from Syracuse University.Parent, the Company, iHeartCommunications, iHeartMedia Capital I, LLC and CCOH. Mr. Hamilton was appointed Senior Vice President, Chief Accounting Officer and Assistant Secretary of Parent,the Company, iHeartCommunications and CCOH on April 26, 2010 and was appointed as Senior Vice President, Chief Accounting Officer and Assistant Secretary of the CompanyiHeartMedia Capital I, LLC on April 26, 2013. Prior to April 26, 2010, Mr. Hamilton served as Controller and Chief Accounting Officer of Avaya Inc. (“Avaya”), a multinational telecommunications company, from October 2008 to April 2010. Prior thereto, Mr. Hamilton served in various accounting and finance positions at Avaya, beginning in October 2004. Prior thereto, Mr. Hamilton was employed by PricewaterhouseCoopers from September 1992 until September 2004 in various roles including audit, transaction services and technical accounting consulting.Parent, the Company, iHeartCommunications, iHeartMedia Capital I, LLC and CCOH. Mr. Walls was appointed the Executive Vice President, General Counsel and Secretary of Parent,the Company, iHeartCommunications and CCOH on January 1, 2010 and was appointed as Executive Vice President, General Counsel and Secretary of the CompanyiHeartMedia Capital I, LLC on April 26, 2013. On March 31, 2011, Mr. Walls was appointed to serve in the newly-created Office of the Chief Executive Officer for us,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 usiHeartMedia Capital I, LLC and iHeartCommunications until October 2, 2011, and served in the Office of the ChiefMarket for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesOTC”Pink”) Bulletin Board under the symbol “IHRT.“IHRTQ.” There were 293538 stockholders of record as of February 22, 2016.April 24, 2018. This figure does not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record by brokerage firms and clearing agencies. The following quotations obtained from the OTC Bulletin BoardPink reflect the high and low bid prices for our Class A common stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. High Low High Low 2017 2016 First Quarter................ $ 3.84 $ 1.07 First Quarter.................. $ 1.25 $ 0.80 Second Quarter........... 3.35 1.45 Second Quarter............. 1.30 0.77 Third Quarter.............. 1.80 1.26 Third Quarter................ 1.47 1.08 Fourth Quarter............ 1.55 0.45 Fourth Quarter.............. 1.53 1.11 February 22, 2016.April 24, 2018. All outstanding shares of our Class B common stock are held by Clear Channel Capital IV, LLC and all outstanding shares of our Class C common stock are held by Clear Channel Capital V, L.P.20152017 that were not registered under the Securities Act of 1933.20152017 by or on behalf of us or an affiliated purchaser of shares of our Class A common stock registered pursuant to Section 12 of the Exchange Act:Period Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs October 1 through October 31 18,933 $ 1.36 — $ — November 1 through November 30 — — — — December 1 through December 31 10,351 0.60 — — Total 29,284 $ 1.09 — — 20152017 to satisfy the employees’ tax withholding obligation in connection with the vesting and release of restricted shares, which are repurchased by us based on their fair market value on the date the relevant transaction occurs.(2)On August 9, 2010, iHeartCommunications announced that its board of directors approved a stock purchase program under which iHeartCommunications or its subsidiaries may purchase up to an aggregate of $100.0 million of our Class A common stock and/or the Class A common 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”), an indirect 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, CC Finco purchased an additional 2,172,946 shares of CCOH’s Class A common stock for $22.2 million, increasing iHeartCommunications’ collective holdings to represent slightly more than 90% of the outstanding shares of CCOH’s common stock on a fully-diluted basis, assuming the conversion of all of CCOH’s Class B common stock into Class A common stock. As a result of this purchase, the stock purchase program concluded. The purchase of shares in excess of the amount available under the stock purchase program was separately approved by the board of directors.summaryselected historical consolidated financial and other data as of the dates and for the periods indicated. The summaryselected historical financial data are derived from our audited consolidated financial statements. Certain prior period amounts have been reclassified to conform to the 20152017 presentation. Historical results are not necessarily indicative of the results to be expected for future periods. Acquisitions and dispositions impact the comparability of the historical consolidated financial data reflected in this schedule of Selected Financial Data.(In thousands, except per share data) For the Years Ended December 31, 2017 2016 2015 2014 2013 Results of Operations Data: Revenue $ 6,170,994 $ 6,260,062 $ 6,241,516 $ 6,318,533 $ 6,243,044 Operating expenses: Direct operating expenses (excludes depreciation and amortization) 2,461,722 2,398,776 2,471,113 2,540,035 2,560,028 Selling, general and administrative expenses (excludes depreciation and amortization) 1,851,646 1,725,899 1,704,352 1,680,938 1,641,462 Corporate expenses (excludes depreciation and amortization) 311,898 341,072 315,143 321,023 316,095 Depreciation and amortization 601,295 635,227 673,991 710,898 730,828 10,199 8,000 21,631 24,176 16,970 Other operating income (expense), net 35,704 353,556 94,001 40,031 22,998 Operating income 969,938 1,504,644 1,149,287 1,081,494 1,000,659 Interest expense 1,865,584 1,849,982 1,805,496 1,741,596 1,649,451 Gain (loss) on investments (4,872 ) (12,907 ) (4,421 ) — 130,879 Equity in loss of nonconsolidated affiliates (2,855 ) (16,733 ) (902 ) (9,416 ) (77,696 ) Gain (loss) on extinguishment of debt 1,271 157,556 (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 ) 121,817 Consolidated 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 23,384 Net 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 2013 Net 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) (In thousands) As of December 31, 2017 2016 2015 2014 2013 Balance Sheet Data: Current assets $ 2,067,347 $ 2,504,687 $ 2,778,115 $ 2,109,748 $ 2,431,162 Property, plant and equipment, net 1,884,714 1,948,162 2,212,556 2,699,064 2,897,630 Total assets 12,260,431 12,862,247 13,673,115 13,839,580 14,871,407 Current liabilities 16,354,597 1,674,574 1,659,228 1,364,285 1,763,618 Long-term debt, net of current maturities 5,676,814 20,022,080 20,539,099 20,159,545 19,856,551 Stockholders' deficit (11,327,455 ) (10,885,475 ) (10,606,681 ) (9,665,208 ) (8,696,635 ) traditionalprinted display types. Included in the “Other” category are our media representation business, Katz Media Group, as well as other general support services and initiatives, which areis ancillary to our other businesses.marketable securities,investments, net, Equity in earnings (loss) of nonconsolidated affiliates, Gain (loss) on extinguishment of debt, 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.20152017 presentation.pricing and overall profitability.and paper costs, electricity costs and the costs for cleaning and maintaining our displays. Vinyl and paper costs vary according to 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 and revenue-sharing or minimum guaranteed contracts generally range from one to 20 years.Asia and Australia,Asia, management reviews the operating results from our foreign operations on a constant dollar basis. A constant dollar basis allows for comparison of operations independent of foreign exchange movements.from threeup to 15 years. The major difference between our International and Americas street furniture businesses is in the nature of the municipal contracts. In our International outdoor business, these contracts typically require us to provide the municipality with a broader range of metropolitan amenities in exchange for which we are authorized to sell advertising space on certain sections of the structures we erect in the public domain. A different regulatory environment for billboards and competitive bidding for street furniture and transit display contracts, As a result, our margins are typically lower in our International business than in our Americas outdoor business.20152017 was 2.4%2.3%. Internationally, our results are impacted by fluctuations in foreign currency exchange rates as well as the economic conditions in the foreign markets in which we have operations.20152017 are summarized below:·$77.0$89.1 million during 20152017 compared to 2014.2016. Excluding the $229.0$8.6 million impact from movements in foreign exchange rates, consolidated revenue increased $152.0decreased $97.7 million during 20152017 compared to 2014.·We spent $42.82016.on strategic revenue and efficiency initiatives during 2015 to realign and improve our on-going business operations—plus $43.1 million in cash, net of closing costs, resulting in a decreasenet gain of $27.8$28.9 million comparedrelated to the same periodsale, which is included within Other operating income (expense), net.2014.·In2017, 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.2015,7, 2017, iHeartCommunications issued $950.0completed an exchange offer by issuing $476.4 million in aggregate principal amount of 10.625% priority guarantee notes11.25% Priority Guarantee Notes due 2023. iHeartCommunications used the gross proceeds from the issuance of the notes to prepay at par $916.1 million of the loans outstanding under its term loan B facility and $15.2 million of the loans outstanding under its term loan C asset sale facility and to pay accrued and unpaid interest on such loans and related fees and expenses.·In April and July 2015, we and certain of our subsidiaries completed the sale of 376 of our broadcast communications tower sites and related assets2021 in exchange for $369.9$476.4 million of proceeds. Simultaneous withaggregate principal amount outstanding of its 10.0% Senior Notes due 2018. Of the closings, we entered into lease agreements for$476.4 million principal amount of 11.25% Priority Guarantee Notes due 2021 issued in the continued useexchange offer, $241.4 million principal amount was issued to subsidiaries of 367 ofiHeartCommunications that participated in the towers sold.·exchange offer.December 16, 2015,August 14, 2017, Clear Channel International B.V. (“CCIBV”), ouran indirect subsidiary of the Company, issued $225.0$150.0 million in aggregate principal amount of 8.75% Senior Notes due 2020. Clear Channel Outdoor Holdings, Inc. (“CCOH”2020 (the “New Notes”), an indirect parent company. The New Notes were issued as additional notes under the indenture governing CCIBV’s existing 8.75% Senior Notes due 2020 and were issued at a premium, resulting in $156.0 million in proceeds.CCIBV, used$250.0 million. As of December 31, 2017, $300.0 million was drawn on the proceedsterm loan and $105.0 million on the revolving credit commitments for a total of $405.0 million outstanding. The facility has a three-year term, maturing in 2020 and accrues interest at a rate of LIBOR plus 4.75%.offering to fund a special cash dividendfourth quarter of 2017, we exchanged four radio stations in an aggregate amount equal to approximately $217.8 million to its stockholders. We received $196.3 million of the dividend throughChattanooga, TN and six radio stations in Richmond, VA for four radio stations in Boston, MA and three of our wholly-owned subsidiaries.(In thousands) Years Ended December 31, % 2017 2016 Change Revenue $ 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 amortization 601,295 635,227 (5.3)% Impairment charges 10,199 8,000 27.5% Other operating income, net 35,704 353,556 (89.9)% Operating income 969,938 1,504,644 (35.5)% Interest expense 1,865,584 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 debt 1,271 157,556 Other expense, net (15,322 ) (73,102 ) Loss before income taxes (917,424 ) (290,524 ) Income tax benefit 457,406 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 ) $77.0$89.1 million during 2015the year ended December 31, 2017 compared to 2014.2016. Excluding the $229.0$8.6 million impact from movements in foreign exchange rates, consolidated revenue increased $152.0decreased $97.7 million during 2015the year ended December 31, 2017 compared to 2014.2016. Revenue growth from our iHM business was offset by lower revenue increased $122.8 million during 2015 compared to 2014 driven primarilygenerated by our core radio business, both broadcastAmericas and digital, including the impact of marketing partnerships with our advertisers for live events and barter and trade revenue, partially offset by a decrease in political advertising revenues. Americas outdoor revenue decreased $1.6 million during 2015 compared to 2014. Excluding the $23.4 million impact from movements in foreign exchange rates, Americas outdoor revenue increased $21.8 million during 2015 compared to 2014 primarily driven by higher revenues from digital billboards and our Spectacolor business. International outdoor revenue decreased $153.4 million during 2015 compared to 2014. Excluding the $205.6 million impact from movements in foreign exchange rates, International outdoor revenue increased $52.2 million during 2015 compared to 2014 primarily driven by new contracts and the impact of sales initiatives. Other revenues decreased $48.4 million during 2015 compared to 2014 primarilybusinesses as a result of lower political advertising revenuesthe sales of our businesses in Canada in 2017 and lower contract termination fees earned by our media representation business.decreased $72.1increased $62.9 million during 2015the year ended December 31, 2017 compared to 2014.2016. Excluding the $146.6$4.0 million impact from movements in foreign exchange rates, consolidated direct operating expenses increased $74.5$58.9 million during 2015the year ended December 31, 2017 compared to 2014. iHM2016. Higher direct operating expenses increased $40.8in our iHM business, including a $33.8 million during 2015 compared to 2014,prior year benefit resulting from the renegotiation of certain contracts, and higher direct operating expenses in our outdoor businesses, driven primarily due toby higher music license and performance royalties, highersite lease expense as a resultexpenses, were partially offset by the impact of the sale of our outdoor businesses in Australia and subsequent leaseback of broadcast communication tower sitesTurkey in 2016 and higher compensation related to radio programming. Americas outdoor direct operating expenses decreased $8.4 million during 2015 compared to 2014. Excluding the $13.1 million impact from movementsCanada in foreign exchange rates, Americas outdoor direct operating expenses increased $4.7 million during 2015 compared to 2014 primarily due to higher variable site lease expenses related to the increase in revenues. International outdoor direct operating expenses decreased $93.6 million during 2015 compared to 2014. Excluding the $133.5 million impact from movements in foreign exchange rates, International outdoor direct operating expenses increased $39.9 million during 2015 compared to 2014 primarily as a result of higher variable costs associated with higher revenue, as well as higher spending on strategic efficiency initiatives.2017.$25.4$125.7 million during 2015the year ended December 31, 2017 compared to 2014.2016. Excluding the $51.1$2.8 million impact from movements in foreign exchange rates, consolidated SG&A expenses increased $76.5$122.9 million during 2015the year ended December 31, 2017 compared to 2014. iHM2016. Higher SG&A expenses increased $51.3 million during 2015 compared to 2014in our iHM business, primarily due todriven by higher trade and barter and trade expenses, higher sales expense, including commissions related to higher revenue and higher bad debt expense. Americas outdoorwere partially offset by a decrease in SG&A expenses decreased $0.4 million during 2015 compared to 2014. Excludingresulting primarily from the $6.0 million impact from movementssales of our outdoor businesses in foreign exchange rates, Americas outdoor SG&A expenses increased $5.6 million during 2015 compared to 2014 primarilyAustralia and Turkey in Latin America. International outdoor SG&A expenses decreased $16.6 million during 2015 compared to 2014. Excluding the $45.0 million impact from movements2016 and Canada in foreign exchange rates, International outdoor SG&A expenses increased $28.4 million during 2015 compared to 2014 primarily due to higher compensation expense, including commissions in connection with higher revenues.$4.8$29.2 million during 2015the year ended December 31, 2017 compared to 2014.2016. Excluding the $3.5$1.4 million impact from movements in foreign exchange rates, corporate expenses decreased $1.3$27.8 million during 2015the year ended December 31, 2017 compared to 2014 primarily due2016. In 2017, we incurred professional fees directly related to a $20.2 million decrease in spendingnegotiations with lenders and other activities related to our strategic revenuecapital structure, including the notes exchange offers and efficiency initiatives. Thisterm loan offers, and, accordingly, such fees are reflected in Other Income (Expense), net as further discussed below. In 2016, professional fees incurred in connection with our capital structure activities were reflected as part of corporate expenses. Employee benefit expense was partially offset by the impact of an $8.5 million insurance recovery relatedalso lower due to shareholder litigation recognized in 2014, higher variable compensation expense related to period performance and higher legal fees related to the negotiation of digital royalty rates before the Copyright Royalty Board.of $42.8 million incurred in 2015 in connection with our strategic revenue and efficiency initiatives. The costs were incurred to improve revenue growth, enhance yield, reduce costs and organize each business to maximize performance and profitability. These costs consist primarily of severance related to workforce initiatives, consolidation of locations and positions, severance related to workforce initiatives,contract cancellation costs, consulting expenses, and other costs incurred in connection with streamliningimproving our businesses. These costs are expected to provide benefits in future periods as the initiative results are realized.Of the strategicfor 2015, $14.0were $35.9 million during the year ended December 31, 2017. Of these expenses, $15.8 million was incurred by our iHM segment, $2.1 million was incurred by our Americas outdoor segment, $8.1 million was incurred by our International outdoor segment, $4.1 million was incurred by our Other category and $5.8 million was incurred by Corporate. $12.4 million of these costs are reported within direct operating expenses, $15.0$17.7 million are reported within SG&A and $13.8$5.8 million are reported within corporate expense. In 2014, suchexpenses. totaled $13.0were $30.9 million $23.7during the year ended December 31, 2016. Of these expenses, $15.5 million was incurred by our iHM segment, $3.1 million was incurred by our Americas outdoor segment, $7.4 million was incurred by our International outdoor segment, $1.3 million was incurred by our Other segment and $34.0$3.6 million respectively.$36.9$33.9 million during 20152017 compared to 2014,2016, primarily due to the sale of certain outdoor businesses and markets and assets becoming fully depreciated or fully amortized as well as the impact of movements in foreign exchange rates.Historically, we performed October 1 of each year. Beginning in the third quarter of 2015, we began performing our annual impairment test on July 1 of each year. In addition, we test for impairment of property, plant and equipment whenever events and circumstances indicate that depreciable assets might be impaired. As a result of these impairment tests, during 20152017 we recorded impairment charges of $21.6$7.6 million related primarily to billboard permitsone of our iHM markets and one of our International outdoor businesses. In addition, the Company recognized an impairment of $2.6 million during 2017 in relation to advertising assets that were no longer usable in one Americascountry in our International outdoor market.segment. During 2014,2016 we recognizedrecorded impairment charges of $24.2$8.0 million related primarily related to the impairment of FCC licenses in eight markets due to changes in the discount rates and weighted-average cost of capitalgoodwill for those markets.one International outdoor business. Please see Note 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.(In thousands) Years Ended December 31, % 2017 2016 Change Revenue $ 3,442,963 $ 3,403,040 1.2 % Direct operating expenses 1,059,123 975,463 8.6 % SG&A expenses 1,245,741 1,102,998 12.9 % Depreciation and amortization 233,757 243,964 (4.2 )% Operating income $ 904,342 $ 1,080,615 (16.3 )% (In thousands) Years Ended December 31, % 2017 2016 Change Revenue $ 1,256,326 $ 1,278,413 (1.7)% Direct operating expenses 574,113 570,310 0.7% SG&A expenses 219,467 225,415 (2.6)% Depreciation and amortization 189,707 185,654 2.2% Operating income $ 273,039 $ 297,034 (8.1)% (In thousands) Years Ended December 31, % 2017 2016 Change Revenue $ 1,334,939 $ 1,410,471 (5.4)% Direct operating expenses 828,652 851,748 (2.7)% SG&A expenses 289,170 289,787 (0.2)% Depreciation and amortization 131,224 152,758 (14.1)% Operating income $ 85,893 $ 116,178 (26.1)% (In thousands) Years Ended December 31, % 2016 2015 Change Revenue $ 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 amortization 635,227 673,991 (5.8)% Impairment charges 8,000 21,631 (63.0)% Other operating income, net 353,556 94,001 276.1% Operating income 1,504,644 1,149,287 30.9% Interest expense 1,849,982 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 debt 157,556 (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 interest 56,312 17,140 Net loss attributable to the Company $ (296,362 ) $ (754,774 ) Other operating income of $40.0 million in 2014 primarily related to a non-cash gain of $43.5 million recognized on the sale of non-core radio stations in exchange for a portfolio of 29 stations in five markets.$63.9$44.5 million during 20152016 compared to 2014 primarily2015 due to the weighted average cost of debt increasing due to debt refinancing transactions that resulted in higher interest rates.rates on floating rate loans and new debt issuances. Please refer to “Sources"Sources of Capital”Capital" for additional discussion of debt issuances and exchanges. Our weighted average cost of debt during 20152016 and 20142015 was 8.5% and 8.1%8.5%, respectively.Ina losslosses of $5.0$12.9 million and $4.4 million, respectively, related to cost-method investments. 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 method investments.Equity in lossnonconsolidated affiliates was$16.7 million and $0.9 million for 2015.Equity in loss of nonconsolidated affiliates of $9.4 million during 2014 primarilyrespectively, related to equity-method investments. The loss in the $4.5year ended December 31, 2016 related primarily to a $15.0 million gain onnon-cash impairment recorded in connection with an other-than-temporary decline in the salevalue of one of our 50% interest in Buspak, offset by the sale of our 50% interest in ARN, which included a loss on the sale of $2.4 million and $11.5 million of foreign exchange losses that were reclassified from accumulated other comprehensive income at the date of the sale.Lossequity investments.iHeartCommunications’iHeartCommunications' Term Loan B facility and Term Loan C-asset sale facility, we recognized a loss of $2.2 million.During the fourth quarter of 2014, CC Finco, LLC (“CC Finco”)an indirect wholly-owned subsidiary of ours, repurchased $57.1Netaggregate principal amount of iHeartCommunications’ 5.5% Senior Notes due 2016for 2016. Other income was $13.1 million for 2015. These amounts relate primarily to net foreign exchange gains and $120.0 million aggregate principal amount of iHeartCommunications’ 10.0% Senior Notes due 2018 for a total of $159.3 million, including accrued interest, through open market purchases. Inlosses recognized in connection with these transactions, we recognized a net gain of $12.9 million.In September 2014, iHeartCommunications prepaid $974.9 millionintercompany notes denominated in foreign currencies. The decline in value during 2016 of the loans outstanding under its Term Loan B facility and $16.1 millionBritish pound against the Euro impacted Euro-denominated notes payable by one of our UK subsidiaries, which was the primary driver of the loans outstanding under its Term Loan C-asset sale facility. In connection with these transactions, we recognized a loss of $4.8 million.During June 2014, iHeartCommunications redeemed $567.1 million aggregate principal amount of its outstanding 5.5% Senior Notes due 2014 and $241.0 million aggregate principal amount of its outstanding 4.9% Senior Notes due 2015. In connection with these transactions, we recognized a loss of $47.5 million.During the first quarter of 2014, CC Finco repurchased $52.9 million aggregate principal amount of iHeartCommunications’ outstanding 5.5% Senior Notes due 2014 and $9.0 million aggregate principal amount of iHeartCommunications’ outstanding 4.9% Senior Notes due 2015 for a total of $63.1 million, including accrued interest, through open market purchases. In connection with these transactions, we recognized a loss of $3.9 million.Other Income, NetOther income of $13.1 million and $9.1 million for 2015 and 2014, respectively, primarily related to gains on foreign exchange transactions.Expense20152016 was (13.4%)17.4% as compared to (8.3%)(13.4)% for the year ended December 31, 2014. 2015. The effective tax 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 rate was impacted by the $31.8 million valuation allowance recorded against a portion of current period federal and state deferred tax assets due to the uncertainty of the ability to realize those assets in future periods.Company’sCompany's current period federal and state net operating losses due to the uncertainty of the ability to utilize these losses in future periods.The effective tax rate for the year ended December 31, 2014 was (8.3%) and was primarily impacted by the $339.8 million valuation allowance recorded during the periodadditional deferred tax expense. The valuation allowance was recorded against a portion of the U.S. Federal and State net operating losses due to the uncertainty of the ability to utilize those losses in future periods. This expense was partially offset by $28.9 million in net tax benefits associated with a decrease in unrecognized tax benefits resulting from the expiration of statutes of limitations to assess taxes in the United Kingdom and several state jurisdictions.follows:(In thousands) Years Ended December 31, % 2016 2015 Change Revenue $ 3,403,040 $ 3,284,320 3.6% Direct operating expenses 975,463 972,937 0.3% SG&A expenses 1,102,998 1,065,066 3.6% Depreciation and amortization 243,964 240,207 1.6% Operating income $ 1,080,615 $ 1,006,110 7.4% $122.8$118.7 million during 20152016 compared to 20142015. Growth in broadcast radio and digital advertising was driven primarily by increasespolitical advertising revenues resulting from 2016 being a presidential election year. In addition, we had growth in our core radiotraffic and weather business, both broadcastsponsorship and digital, includingother revenues surrounding our events and trade and barter. Trade and barter includes the impact of marketing partnerships with our advertisers for liveon events, such as the iHeartRadio Music Festival, the iHeartRadio Music Awards, the iHeart Country Festival and iHeartRadio Jingle Balls concert tour, and barter and trade revenue. Revenue also increased for our traffic and weather business, as well as growthrevenue recognized in our syndication business driven by growthconnection with advertising provided during the period in our news/talk format. Partially offsetting these increases were decreasesconnection with investments made in political advertising revenues as a result of 2015 not being a congressional election year.$40.8$2.5 million during 20152016 compared to 2014,2015 primarily due todriven by higher music licensecontent and performance royalties,programming costs, as well as higher theater and event production costs. In addition, we incurred higher spending on strategic revenue and efficiency initiatives and lease expense was higher as a result of the sale and subsequent leaseback of radiobroadcast communications tower sites (see Note 2 to our Consolidated Financial Statements located in Item 8the second quarter of this Annual Report on Form 10-K) and higher radio programming costs.2015. These costs were nearly offset by the $33.8 million benefit resulting from contract renegotiations completed in the third quarter. iHM SG&A expenses increased $51.3$37.9 million during 20152016 compared to 20142015 primarily due to higher barter and trade expenses, higher bad debt expense and investments in national and digital sales capabilities, partially offset by lower advertising andhigher promotion expense and lower legal expense. Strategic revenue and efficiency spending included in SG&A expenses decreased $3.9 million comparedhigher variable compensation related to the same period last year.higher revenue.(In thousands) Years Ended December 31, % 2016 2015 Change Revenue $ 1,278,413 $ 1,349,021 (5.2)% Direct operating expenses 570,310 597,382 (4.5)% SG&A expenses 225,415 233,254 (3.4)% Depreciation and amortization 185,654 204,514 (9.2)% Operating income $ 297,034 $ 313,871 (5.4)% $1.6$70.6 million during 20152016 compared to 2014.2015. Excluding the $23.4$7.7 million impact from movements in foreign exchange rates, Americas outdoor revenue increased $21.8decreased $62.9 million during 20152016 compared to 2014 driven primarily2015. The decrease in revenue is due to the $102.7 million impact 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 by an increase inincreased revenues from digital billboards as a result offrom new deployments and higher occupancy on existing digital billboards, as well as from our Spectacolor business, partially offset by lower advertisingnew airport contracts, and higher revenues from our static bulletins and posters, and our airports business.$8.4$27.1 million during 20152016 compared to 2014.2015. Excluding the $13.1$3.6 million impact from movements in foreign exchange rates, Americas outdoor direct operating expenses increased $4.7decreased $23.5 million during 20152016 compared to 2014 primarily due to2015. The decrease in direct 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 the first quarter of 2016, partially offset by higher variable site lease expenses related to the increase in revenues.new airport contracts. Americas outdoor SG&A expenses decreased $0.4$7.8 million during 20152016 compared to 2014.2015. Excluding the $6.0$2.1 million impact from movements in foreign exchange rates, Americas outdoor SG&A expenses increased $5.6decreased $5.7 million during 20152016 compared to 20142015. 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.higher expensesthe sale of the nine non-strategic U.S. markets in Latin America.the first quarter of 2016 and assets becoming fully depreciated or fully amortized.(In thousands) Years Ended December 31, % 2016 2015 Change Revenue $ 1,410,471 $ 1,457,183 (3.2)% Direct operating expenses 851,748 897,520 (5.1)% SG&A expenses 289,787 298,250 (2.8)% Depreciation and amortization 152,758 166,060 (8.0)% Operating income $ 116,178 $ 95,353 21.8% $153.4$46.7 million during 20152016 compared to 2014.2015. Excluding the $205.6$39.9 million impact from movements in foreign exchange rates, International outdoor revenue increased $52.2decreased $6.8 million during 20152016 compared to 2014 primarily driven by new contracts along with higher occupancy2015. The decrease in revenue is due to a $22.7 million decrease in revenue resulting from the sale of our businesses in Turkey and higher rates for our transitstreet furniture products, particularly digital, in certain European countries, including Sweden, Norway, Italy and the UK,fourth quarters of 2016, respectively, as well as lower revenue in the United Kingdom as a result of the London bus shelter contract 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 contracts in Australiadigital assets and China.$93.6$45.8 million during 20152016 compared to 2014.2015. Excluding the $133.5$25.4 million impact from movements in foreign exchange rates, International outdoor direct operating expenses increased $39.9decreased $20.4 million during 20152016 compared to 2014 primarily2015. The decrease was 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 expense due 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 higher variable costs associated with higher revenue, as well as site lease termination fees on lower-margin boards incurredand production expenses in connection with strategiccountries experiencing revenue and efficiency initiatives.growth. International outdoor SG&A expenses decreased $16.6$8.5 million during 20152016 compared to 2014.2015. Excluding the $45.0$7.8 million impact from movements in foreign exchange rates, International outdoor SG&A expenses increased $28.4decreased $0.7 million during 20152016 compared to 20142015. The decrease in SG&A expenses was primarily due to a $3.0 million decrease resulting from the sale of our businesses in Turkey and Australia, partially offset by higher variable compensation expense, including commissionsexpenses.connection with higher revenues.Depreciation and amortization decreased $32.1 million. Excluding the $19.5 million impact from movements in foreign exchange rates, depreciation and amortization decreased $12.6 million primarily due to assets becoming fully depreciated or fully amortized.Also included in2015 International Outdoor direct operating expenses and SG&A expenses are $8.2 million and $3.2 million, respectively, recorded in the fourth quarter of 2015 to correct for accounting errors included in the results forof our Netherlands subsidiary reported in prior years. Such corrections are not considered to be material to the current year or prior year financial results.Consolidated RevenueOur consolidated revenue during 2014 increased $75.5Depreciation and amortization decreased $13.3 million. Excluding the $5.5 million including a decrease of $22.7 millionimpact from movements in foreign exchange compared to 2013. Excluding the impact of foreign exchange movements, consolidated revenue increased $98.2 million. Our iHM revenue increased $29.9 million driven by increased revenues from political advertising, our trafficrates, depreciation and weather business, core national broadcast radio and digital revenues. Americas outdoor revenueamortization decreased $35.1 million compared to 2013, including negative movements in foreign exchange of $9.4 million. Excluding the impact of foreign exchange movements, Americas outdoor revenue decreased $25.7 million primarily driven by lower revenues generated by national accounts and the nonrenewal of certain airport contracts, and lower revenues in our Los Angeles market as a result of the impact of litigation. Our International outdoor revenue increased $50.2 million compared to 2013, including negative movements in foreign exchange of $13.3 million. Excluding the impact of foreign exchange movements, International outdoor revenue increased $63.5 million primarily driven by new contracts and from growth in Europe and emerging markets. Other revenues increased $30.7 million primarily as a result of higher political revenues and a contract termination fee of $15 million earned by our media representation business.Consolidated Direct Operating ExpensesConsolidated direct operating expenses during 2014 decreased $21.9 million including a decrease of $11.9 million from movements in foreign exchange compared to 2013. Excluding the impact of foreign exchange movements, consolidated direct operating expenses decreased $10.0 million. Our iHM direct operating expenses decreased $23.6 million compared to 2013, primarily resulting from lower costs in our national syndication business partially offset by higher programming and content costs. Direct operating expenses in our Americas outdoor segment decreased $5.0 million compared to 2013, including a decrease of $6.0 million from movements in foreign exchange. Excluding the impact of foreign exchange movements, direct operating expenses in our Americas outdoor segment increased $1.0 million. Direct operating expenses in our International outdoor segment increased $7.1 million compared to 2013, including a decrease of $5.9 million from movements in foreign exchange. Excluding the impact of foreign exchange movements, direct operating expenses in our International outdoor segment increased $13.0 million primarily as a result of higher variable costs associated with new contracts.Consolidated SG&A ExpensesConsolidated SG&A expenses during 2014 increased $39.4 million including a decrease of $4.6 million from movements in foreign exchange compared to 2013. Excluding the impact of foreign exchange movements, consolidated SG&A expenses increased $44.0 million. Our iHM SG&A expenses increased $31.9$7.8 million primarily due to higher compensation expense, including commissions. SG&A expenses decreased $9.8 million in our Americas outdoor segment including a decrease of $1.9 million from movements in foreign exchange compared to 2013. Excluding the impact of foreign exchange movements, SG&A expenses in our Americas outdoor segment decreased $7.9 million primarily due to lower commission expense in connection with lower revenues and property tax refunds. Our International outdoor SG&A expenses increased $14.8 million compared to 2013, including a $2.7 million decrease due to the effects of movements in foreign exchange. Excluding the impact of foreign exchange movements, SG&A expenses in our International outdoor segment increased $17.5 million primarily due to higher compensation expense, including commissions, in connection with higher revenues, as well as higher litigation expenses.Corporate ExpensesCorporate expenses increased $6.8 million compared to 2013 primarily due to increased employee benefits costs, higher strategic revenue and efficiency costs and higher compensation expenses related to our variable compensation plans, partially offset by an $8.5 million credit for the realization of an insurance recovery related to litigation filed by stockholders of CCOH and lower legal costs related to this litigation.Revenue and Efficiency InitiativesIncluded in the amounts for direct operating expenses, SG&A and corporate expenses discussed above are expenses of $70.6 million incurred in connection with our strategic revenue and efficiency initiatives. The costs were incurred to improve revenue growth, enhance yield, reduce costs, and organize each business to maximize performance and profitability. These costs consist primarily of consolidation of locations and positions, severance related to workforce initiatives, consulting expenses, and other costs incurred in connection with streamlining our businesses.Of the strategic revenue and efficiency costs, $13.0 million are reported within direct operating expenses, $23.6 million are reported within SG&A and $34.0 million are reported within corporate expense. In 2013, such costs totaled $15.1 million, $22.3 million, and $20.5 million, respectively.Depreciation and AmortizationDepreciation and amortization decreased $19.9 million during 2014 compared to 2013, primarily due to intangible assets becoming fully depreciated or fully amortized.Impairment ChargesWe performed our annual impairment tests asOctober 1, 2014 and 2013 on our goodwill, FCC licenses, billboard permits, and other intangible assets. In addition, we test for impairment of property, plant and equipment whenever events and circumstances indicate that depreciable assets might be impaired. As a result of these impairment tests, we recorded impairment charges of $24.2 million and $17.0 million during 2014 and 2013, respectively. During 2014, we recognized a $15.7 impairment charge related to FCC licenses in eight markets due to changes in the discount rates and weight-average cost of capital for those markets. During 2013, we recognized a $10.7 million goodwill impairment charge in our International outdoor segment related to a decline in the estimated fair value of one market. Please see Note 2 to the consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K for a further description of the impairment charges.OtherSegment Operating Income NetOther operating income of $40.0 million in 2014 primarily related to a non-cash gain of $43.5 million recognized on the sale of non-core radio stations in exchange for a portfolio of 29 stations in five markets.Other operating income of $23.0 million in 2013 primarily related to the gain on the sale of certain outdoor assets in our Americas outdoor segment.Interest ExpenseInterest expense increased $92.1 million during 2014 compared to 2013 primarily due to the weighted average cost of debt increasing as a result of debt refinancing transactions that occurred since 2013. Please refer to “Sources of Capital” for additional discussion of debt issuances and exchanges. Our weighted average cost of debt during 2014 and 2013 was 8.1% and 7.6%, respectively.(In thousands) Years Ended December 31, 2017 2016 2015 iHM $ 904,342 $ 1,080,615 $ 1,006,110 Americas outdoor 273,039 297,034 313,871 International outdoor 85,893 116,178 95,353 Other 28,395 43,411 19,314 Impairment charges (10,199 ) (8,000 ) (21,631 ) (347,236 ) (378,150 ) (357,731 ) Other operating income, net 35,704 353,556 94,001 Consolidated 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. Gain on Marketable SecuritiesThe gain on marketable securities of $130.9 million during 2013 resulted from the sale of the shares we held in Sirius XM Radio, Inc.Equity in Loss of Nonconsolidated AffiliatesEquity in loss of nonconsolidated affiliates of $9.4 million for 2014 primarily related to the $4.5 million gain on the sale of our 50% interest in Buspak in the third quarter, offset by the first quarter 2014 sale of our 50% interest in Australian Radio Network Pty Ltd (“ARN”), which included a loss on the sale of $2.4 million and $11.5 million of foreign exchange losses that were reclassified from accumulated other comprehensive income at the date of the sale.Equity in loss of nonconsolidated affiliates of $77.7 million for 2013 primarily included the loss from our investments in Australia Radio Network and New Zealand Radio Network. On February 18, 2014, a subsidiary of the Company sold its 50% interest in ARN. As of December 31, 2013 the book value of our investment in ARN exceeded the estimated selling price. Accordingly, we recorded an impairment charge of $95.4 million during the fourth quarter of 2013 to write down the investment to its estimated fair value.Loss on Extinguishment of DebtDuring the fourth quarter of 2014, CC Finco repurchased $57.1 million aggregate principal amount of iHeartCommunications’ 5.5% Senior Notes due 2016 and $120.0 million aggregate principal amount of iHeartCommunications’ 10.0% Senior Notes due 2018 for a total of $159.3 million, including accrued interest, through open market purchases. In connection with these transactions, we recognized a net gain of $12.9 million.In September 2014, iHeartCommunications prepaid $974.9 million of the loans outstanding under its Term Loan B facility and $16.1 million of the loans outstanding under its Term Loan C-asset sale facility. In connection with these transactions, we recognized a loss of $4.8 million.During June 2014, iHeartCommunications redeemed $567.1 million aggregate principal amount of its outstanding 5.5% Senior Notes due 2014 and $241.0 million aggregate principal amount of its outstanding 4.9% Senior Notes due 2015. In connection with these transactions, we recognized a loss of $47.5 million.During the first quarter of 2014, CC Finco repurchased $52.9 million aggregate principal amount of iHeartCommunications’ outstanding 5.5% Senior Notes due 2014 and $9.0 million aggregate principal amount of iHeartCommunications’ outstanding 4.9% Senior Notes due 2015 for a total of $63.1 million, including accrued interest, through open market purchases. In connection with these transactions, we recognized a loss of $3.9 million.During 2013, we recognized a loss of $84.0 million due to a debt exchange related to iHeartCommunications’ 10.75% Senior Cash Pay Notes due 2016 and 11.00%/11.75% Senior Toggle Notes due 2016 into 14.0% Senior Notes due 2021. In addition, we recognized a loss of $3.9 million due to the write-off of deferred loan costs in connection with the prepayment of Term Loan A of iHeartCommunications’ senior secured credit facilities.Other Income (Expense), NetOther income of $9.1 million for 2014 primarily related to gains on foreign exchange transactions.In connection with the June 2013 exchange offer of a portion of 10.75% Senior Cash Pay Notes due 2016 and 11.00%/11.75% Senior Toggle Notes due 2016 for newly-issued 14.0% Senior Notes due 2021 and in connection with the senior secured credit facility amendments discussed elsewhere in the MD&A, all of which were accounted for as modifications of existing debt, we incurred expenses of $23.6 million partially offset by $1.8 million in foreign exchange gains on short-term intercompany accounts.Income Tax BenefitThe effective tax rate for the year ended December 31, 2014 was (8.3%) as compared to 17.3% for the year ended December 31, 2013. The effective tax rate for 2014 was impacted by the $339.8 million valuation allowance recorded against the Company’s current period federal and state net operating losses due to the uncertainty of the ability to utilize those losses in future periods. This expense was partially offset by $28.9 million in net tax benefits associated with a decrease in unrecognized tax benefits resulting from the expiration of statutes of limitations to assess taxes in the United Kingdom and several state jurisdictions. The effective tax rate for the year ended December 31, 2013 was 17.3% and was primarily impacted by the $143.5 million valuation allowance recorded during the period as additional deferred tax expense. The valuation allowance was recorded against a portion of the U.S. Federal and State net operating losses due to the uncertainty of the ability to utilize those losses in future periods. This expense was partially offset by tax benefits recorded during the period due to the settlement of our U.S. Federal and certain State tax examinations during the year. Pursuant to the settlements, we recorded a reduction to income tax expense of approximately $20.2 million to reflect the net tax benefits of the settlements.iHM revenue increased $29.9 million during 2014 compared to 2013 driven primarily by political advertising, our traffic and weather business and the impact of strategic sales initiatives, and higher core national broadcast revenues, including events and digital revenue. Digital streaming revenue was higher for the year as a result of increased advertising on our iHeartRadio platform. Partially offsetting these increases was a decrease in core local broadcast radio and syndication revenues.Direct operating expenses decreased $23.6 million during 2014, primarily resulting from lower costs in our national syndication business partially offset by higher programming and content costs, including sports programming and music license and performance royalties. SG&A expenses increased $31.9 million during 2014 primarily due to higher compensation expense, including commissions. Strategic revenue and efficiency costs included in SG&A expenses increased $4.4 million compared to 2013.Depreciation and amortization decreased $21.3 million, primarily due to intangible assets becoming fully amortized.Our Americas outdoor revenue decreased $35.1 million compared to 2013, including negative movements in foreign exchange of $9.4 million. Excluding the impact of foreign exchange movements, Americas outdoor revenue decreased $25.7 million driven primarily by lower spending by national accounts and the nonrenewal of certain airport contracts. Revenues were also lower in our Los Angeles market as a result of the impact of litigation as discussed further in Item 3 of Part I of this Annual Report on Form 10-K.Direct operating expenses decreased $5.0 million compared to 2013, including a decrease of $6.0 million from movements in foreign exchange. Excluding the impact of foreign exchange movements, direct operating expenses in our Americas outdoor segment increased $1.0 million. SG&A expenses decreased $9.8 million compared to 2013, including a decrease of $1.9 million from movements in foreign exchange. Excluding the impact of foreign exchange movements, SG&A expenses in our Americas outdoor segment decreased $7.9 million primarily due to lower commission expense in connection with lower revenues and property tax refunds.International outdoor revenue increased $50.2 million compared to 2013, including a decrease of $13.3 million from movements in foreign exchange. Excluding the impact of foreign exchange movements, revenues increased $63.5 million primarily driven by revenue growth in Europe including Italy, due to a new contract for the Rome airports, as well as Sweden, France, and the UK. Revenue in emerging markets also increased, particularly in China primarily as a result of new contracts.Direct operating expenses increased $7.1 million compared to 2013, including a decrease of $5.9 million from movements in foreign exchange. Excluding the impact of movements in foreign exchange, direct operating expenses increased $13.0 million primarily as a result of higher variable costs associated with new contracts, including the Rome airports contract in Italy. SG&A expenses increased $14.8 million compared to 2013, including a decrease of $2.7 million from movements in foreign exchange. Excluding the impact of movements in foreign exchange, SG&A expenses increased $17.5 million primarily due to higher compensation expense, including commissions, in connection with higher revenues, as well as higher litigation expenses.Depreciation and amortization increased $3.7 million, primarily due to purchases of property, plant, & equipment.$10.9$12.1 million, $10.7$13.1 million and $16.7$11.1 million for the years ended December 31, 2017, 2016 and 2015, 2014 and 2013, respectively.2015,2017, there was $26.5$17.5 million of unrecognized compensation cost, net of estimated forfeitures, related to unvested share-based compensation arrangements that will vest based on service conditions. This cost is expected to be recognized over a weighted average period of approximately three years. In addition, as of December 31, 2015,2017, there was $25.7$26.5 million of unrecognized compensation cost, net of estimated forfeitures, related to unvested share-based compensation arrangements that will (In thousands) Years Ended December 31, 2017 2016 2015 Cash provided by (used for): Operating activities $ (503,740 ) $ (13,982 ) $ (77,304 ) Investing activities $ (236,071 ) $ 510,915 $ 30,234 Financing activities $ 151,335 $ (418,231 ) $ 377,410 $700.7$700.8 million and $877.5$877.6 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 and note discounts, net, share-based compensation, gain on disposal of operating and fixed assets, gain on marketable securities, equity in (earnings) loss of nonconsolidated affiliates, loss on extinguishment of debt, and other reconciling items, net as presented on the face of the consolidated statement of cash flows. The increase in cash used for operating activities is primarily attributed to an increase of $146.1 million of cash interest payments in 2015 compared to 2014, as well as changes in working capital balances, particularly accounts receivable, which were driven primarily by an increase in revenues and slower collections, 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 accrued interest payments and higher interest rates as a result of refinancing transactions.2014operatinginvesting activities of $510.9 million in 2014 was $245.12016 primarily reflected net cash proceeds from the sale of 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 of $592.3 million compared to $212.9in cash and certain advertising assets in Florida, and the sale of our outdoor business in Australia for $195.7 million, net of cash providedretained by the purchaser and closing costs. Those sale proceeds were partially offset by $314.7 million used for capital expenditures. We spent $73.2 million for capital expenditures in 2013. Our consolidated net loss included $877.5our iHM segment primarily related to leasehold improvements and IT infrastructure, $81.4 million of non-cash items in 2014. Our consolidated net loss in 2013 included $782.5 million of non-cash items. Non-cash items affecting our net loss include impairment charges, depreciation and amortization, deferred taxes, provision for doubtful accounts, amortization of deferred financing charges and note discounts, net, share-based compensation, gain on disposal of operating and fixed assets, gain on marketable securities, equity in (earnings) loss of nonconsolidated affiliates, loss on extinguishment of debt, and other reconciling items, net as presented on the face of the consolidated statement of cash flows. Cash paid for interest was $2.6 million lower in 2014 comparedAmericas outdoor segment primarily related to the prior year dueconstruction of new advertising structures such as digital displays, $143.8 million in our International outdoor segment primarily related to the timing of accrued interest payments from refinancing transactions.2013Cash providedstreet furniture advertising structures, $2.5 million in our Other category and $13.8 million by operating activities in 2013 was $212.9 million comparedCorporate primarily related to $485.1 million of cash provided in 2012. Our consolidated net loss included $782.5 million of non-cash items in 2013. Our consolidated net loss in 2012 included $873.5 million of non-cash items. Non-cash items affecting our net loss include impairment charges, depreciationequipment and amortization, deferred taxes, provision for doubtful accounts, amortization of deferred financing charges and note discounts, net, share-based compensation, gain on disposal of operating and fixed assets, gain on marketable securities, equity in loss of nonconsolidated affiliates, loss on extinguishment of debt, and other reconciling items, net as presented on the face of the consolidated statement of cash flows. Cash paid for interest was $162.1 million higher in 2013 compared to the prior year due to the timing of accrued interest with the issuance of CCWH’s Subordinated Notes during the first quarter of 2012 and iHeartCommunications’ 9.0% Priority Guarantee Notes due 2019 during the fourth quarter of 2012.Investing Activities2015$59.0$63.8 million for capital expenditures in our iHM segment primarily related to leasehold improvements and IT infrastructure, $82.2 million in our Americas outdoor segment primarily related to the construction of new advertising structures such as digital displays, $132.6 million in our International outdoor segment primarily related to street furniture advertising and digital billboard structures, $6.8$2.0 million in our Other category and $15.8 million by Corporate primarily related to equipment and software. 2014investingfinancing activities of $88.7$418.2 million in 20142016 primarily reflected capital expendituresresulted from the purchase of $318.2iHeartCommunications' 10.0% Senior Notes due 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, other payments on long-term debt and dividends paid to non-controlling interests, partially offset by proceedsnet draws under iHeartCommunications' receivables based credit facility of $236.6 million primarily from the sale of our 50% interest in ARN and the sale of our 50% interest in Buspak. We spent $50.4 million for capital expenditures in our iHM segment primarily related to leasehold improvements and IT infrastructure, $97.0 million in our Americas outdoor segment primarily related to the construction of new advertising structures such as digital displays, $130.2 million in our International outdoor segment primarily related to billboard and street furniture advertising structures, $5.7 million in our Other category, and $34.9 million by Corporate primarily related to equipment and software. 2013Cash used for investing activities of $133.4 million during 2013 reflected our capital expenditures of $324.5 million as well as proceeds from the sale of our shares of Sirius XM Radio, Inc. of $135.6$100.0 million. We spent $75.7 million for capital expenditures in our iHM segment primarily related to leasehold improvements, $89.0 million in our Americas outdoor segment primarily related to the construction of new advertising structures such as digital displays, $108.6 million in our International outdoor segment primarily related to new advertising structures such as billboards and street furniture and renewals of existing contracts, $9.9 million in our Other category related to our national representation business, and $41.3 million by Corporate primarily related to equipment and software. Other cash provided by investing activities were $81.6 million of proceeds from sales of other operating and fixed assets.Financing ActivitiesiHeartCommunications’iHeartCommunications' receivables based credit 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 and proceeds 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 loans outstanding under our Term Loanterm loan B facility, $15.2 million of the loans outstanding under our Term Loanterm loan C-asset sale facility and cash paid of $42.6 million to purchase CCOH’s Class A common stock.2014Cash used for financing activities of $398.0 million in 2014 primarily reflected payments on long-term debt andpayment by CCOH of a dividend to CCOH shareholders, partially offset by proceeds from the issuance of long-term debt. iHeartCommunications received cash proceeds from the issuance by CCU Escrow Corporation of 10% Senior Notes due 2018 ($850.0 million in aggregate principal amount), the sale by a subsidiary of iHeartCommunications of 14% Senior Notes due 2021 to private purchasers ($227.0 million in aggregate principal amount) and the issuance to private purchasers of 9% Priority Guarantee Notes due 2022 ($1,000.0 million in aggregate principal amount). This was partially offset by the redemption of $567.1 million principal amount outstanding of iHeartCommunications’ 5.5% Senior Notes due 2014 (including $158.5 million principal amount of the notes held by a subsidiary of the Company) and $241.0 million principal amount outstanding of iHeartCommunications’ 4.9% Senior Notes due 2015, the repayment of the full $247.0 million principal amount outstanding under iHeartCommunications’ receivables-based credit facility, and the prepayment of $974.9 million aggregate principal amount of the Term B facility due 2016 and $16.1 million aggregate principal amount of the Term loan C facility due 2016. In addition, during 2014, CC Finco repurchased $239.0 million aggregate principal amount of notes, for a total purchase price of $222.4 million, including accrued interest.Chapter 11 Cases2013Cash used for financing activities of $595.9 million in 2013 primarily reflected payments on long-term debt. iHeartCommunications repaid its 5.75% senior notes at maturity for $312.1 million (net of $187.9 million principal amount held by and repaid to a subsidiary of iHeartCommunications) using cash on hand. iHeartCommunications prepaid $846.9 million outstanding under its Term Loan A under its senior secured credit facilities using the proceeds from the issuance of iHeartCommunications’ 11.25% Priority Guarantee Notes, borrowings under its receivables based credit facility, and cash on hand. Other cash used for financing activities included payments to holders of 10.75% Senior Cash Pay Notes due 2016 and 11.00%/11.75% Senior Toggle Notes due 2016 in connection with exchange offers in June 2013 of $32.5 million and in December 2013 of $22.7 million, payment of an applicable high yield discount obligation to holders of 11.00%/11.75% Senior Toggle Notes due 2016 in August 2013 of $25.3 million, payments to repurchase noncontrolling interests of $61.1 million and $91.9 million in payments for dividends and other payments to noncontrolling interests.Anticipated Cash RequirementsOurHistorically, our primary sources of liquidity arewere cash on hand, cash flow from operations, and borrowing capacity under iHeartCommunications’iHeartCommunications' domestic receivables basedreceivables-based credit facility, subject to certainthe limitations contained in iHeartCommunications’iHeartCommunications' material financing agreements.agreements, and cash from liquidity-generating transactions. As of December 31, 2015,2017, we had $772.7$267.1 million of cash and cash equivalents on our balance sheet, including $186.1$144.1 million 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. byExcess cash from our subsidiaries, a portion of which is held by non-wholly owned subsidiaries or is otherwiseforeign operations may be transferred to our operations in the United States if needed to fund operations in the United States, subject to certain restrictions and not readily accessible to us. As disclosed in Item 8, Note 1, Summary of Significant Accounting Policies, it is our policy to permanently reinvest the earningsforeseeable cash needs of our non-U.S. subsidiaries as these earnings are generally redeployed in those jurisdictions for operating needsforeign operations and continued functioningthe mutual agreement of their businesses. We have the abilityCCOH and intent to indefinitely reinvest the undistributed earnings of consolidated subsidiaries based outside of the United States.us. If any excess cash held by our foreign subsidiaries were needed to fund operations in the United States,U.S., we could presently repatriate available funds without a requirement to accrue or pay U.S. taxes. This istaxes 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 of capital. Additionally, as a result of U.S. tax reform, future dividend distributions from our international subsidiaries are exempt from U.S. federal income tax beginning January 1, 2018.2015,2017, we had a borrowing base of $459.7 million under iHeartCommunications’ receivables based credit facility, had $230.0$405.0 million of outstanding borrowings and had $43.9$57.3 million of outstanding letters of credit resultingunder the receivables-based credit facility.$185.8the exchange offer, $241.4 million principal amount was issued to subsidiaries of excess availability. However, any incremental borrowings under iHeartCommunications’ receivables based credit facility may be further limitediHeartCommunications that participated in the exchange offer.the terms contained in iHeartCommunications’ material financing agreements. We drewan unaffiliated third party for $15.6 million aggregate principal amount of its 11.25% Priority Guarantee Notes due 2021 that were held by a net aggregatesubsidiary of $230.0iHeartCommunications.the receivables basedits receivables-based credit facility in 2015 to fund working capital needs, capital expenditures and interest payment obligations. Since the beginning of 2015, we successfully completed several transactions that had a positive impact onfacility. liquidity. In March, 2015, we completed the sale-leaseback of our office buildings in San Antonio, Texas, for cash proceeds of $34.3 million. In April and July of 2015, we completed the sale-leaseback of certain of our broadcast communications towers for aggregate cash proceeds of $369.9 million. On December 16, 2015, CCIBV, an indirect subsidiary, of the Company and of CCOH, issued $225.0an additional $150.0 million in aggregate principal amount of its 8.75% Senior Notes due 2020 (the “New CCIBV Notes”). The New CCIBV Notes were issued as additional notes under the proceedsindenture governing 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 CCIBV Notes mature on December 15, 2020 and bear interest at a rate of which8.75% per annum, payable semi-annually in arrears on June 15 and December 15 of each year.usedheld by a subsidiary of iHeartCommunications for $45.0 million aggregate principal amount of 10.0% Senior Notes due 2018 that were held by unaffiliated third parties.fund$405.0 million.dividendspecial committee of our independent directors decided to not repay the $57.1 million principal amount of the 5.50% Senior Notes held by CCOH paidCCH when the notes matured on January 7, 2016. We received $196.3December 15, 2016 and on December 12, 2016, we informed CCH of that decision. 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 "legacy notes 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 amounts due 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 dividend through three5.50% Senior Notes remain outstanding. We repaid the other $192.9 million of our wholly-owned subsidiaries. In the first quarter of 2016, CCOH sold its outdoor business in nine non-strategic outdoor markets for an aggregate purchase price of approximately $602.0 million in cash and certain advertising assets in Florida (the “Outdoor Transactions”). A portion5.50% Senior Notes held by other holders.proceedsnon-payment of the Outdoor Transactions, together with the proceeds of a concurrent $300.0 million repayment under the revolving promissory note issued by iHeartCommunications to CCOH, were used to fund a dividend by CCOH of $540.0 million paid on February 4, 2016. We received $486.5$57.1 million of the dividend proceeds ($186.55.50% Senior Notes, we continue to have in excess of $500 million net of iHeartCommunications’ repaymentLegacy Notes outstanding. Matters involving the validity and priority of any liens on iHeartMedia property are now before the Bankruptcy Court.Revolving Promissory Note)Company, iHeartCommunications and CC Outdoor Holdings, Inc., a wholly-owned subsidiary of the Company, and concurrent consent solicitations with respect to the terms of the Existing Notes. On March 15, 2017, the Company also commenced offers (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 new securities of the Company, CC Outdoor Holdings, Inc., Broader Media, LLC and/or iHeartCommunications to the lenders depending on the scenario in which the 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 exchange offers and the term loan offers.threea plan of reorganization in the Chapter 11 Cases. Pursuant to the RSA, the Consenting Stakeholders have agreed to, among other things, support the Restructuring Transactions and vote in favor of a plan of reorganization to effect the Restructuring Transactions.wholly-owned subsidiaries.business activities in the ordinary course, including, among other things and subject to the terms and conditions of such orders, authorizing us to: (i) pay employees’ wages and related obligations; (ii) continue to operate our cash management system in a form substantially similar to prepetition practice; (iii) use cash collateral on an interim basis; (iv) continue to honor certain obligations related to on-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.have used, and intend to use,filed a plan of reorganization with the proceedsBankruptcy Court on April 28, 2018.these transactions to fund working capital needs, interest payment obligations and other general corporate purposes. These transactions improved our liquidity position, but our annual lease payment and annual cash interest payment obligations increased as a result. Our primary usesthe Chapter 11 Cases, iHeartCommunications' principal sources of liquidity are expected to fund our working capital, debt service, capital expendituresbe limited to cash flow from operations, cash on hand and, other obligations.if obtained, borrowings under a DIP credit facility. Our ability to fundmaintain adequate liquidity through the reorganization process and beyond depends on successful operation of our workingbusiness, and appropriate management of operating expenses and capital debt service, capital expendituresspending. Our anticipated liquidity needs are highly sensitive to changes in each of these and other obligations,factors.comply with the financial covenants under iHeartCommunications’ financing agreements, depends on our future operating performance, cash flows from operations and our ability to continue to refinance our debt obligations and generate cash from additional liquidity-generating transactions, which are in turn subject to prevailing economic conditions and other factors, many of which are beyond our control. Atcurrent liabilities at December 31, 2015, we had debt maturities totaling $197.3 million, $238.4 million2017. Our level of indebtedness has adversely impacted and $939.1 million in 2016, 2017 and 2018, respectively. A significant amount ofis continuing to adversely impact our cash requirements are for debt service obligations, which increased asfinancial condition. As a result of our financing transactions during 2015 and 2014. We anticipate having approximately $1.8 billion of cash interest payment obligations in 2016, compared to $1.7 billion of cash interest payments in 2015. Our increased interest payment obligations will reduce our liquidity over time, which could in turn reduce our financial flexibility and make us more vulnerable to changes in operating performance and economic downturns generally, and could negatively affect iHeartCommunications’ ability to obtain additional financing in the future. Our future success will depend on our ability to improve our operating performance, address our significant annual cash interest obligations and continue to refinance our outstanding debt.An important aspect of our business strategy is to continue to refinance our outstanding debt in advance of upcoming maturities. If our future operating performance does not meet our expectations or our plans materially change in an adverse manner or prove to be materially inaccurate, we may not be able to refinance the debt as currently contemplated. Our ability to refinance the debt will depend on the conditions of the capital markets and our financial condition, at the time. There can be no assurance that refinancing alternatives will be available on terms acceptable to us or at all. Even if refinancing alternatives are available to us, we may not find them suitable or at comparable interest rates to the indebtedness being refinanced, anddefaults under our annual cash interest payment obligations could increase further. In addition, the terms of our existing or future debt agreements, may restrict us from securing a refinancing on terms that are available to us at that time. If we are unable to continue to obtain sources of refinancing or generate sufficient cash through liquidity-generating transactions, we could faceand the risks and uncertainties surrounding the Chapter 11 Cases, substantial liquidity problems, which could have a material adverse effect on our financial condition and on our ability to meet iHeartCommunications’ obligations.We frequently evaluate strategic opportunities both within and outside our existing lines of business. We expect from time to time to pursue acquisitions or dispositions, which could be material. iHeartCommunications’ and iHeartCommunications’ subsidiaries’ significant amount of indebtedness may limit our ability to pursue acquisitions or dispositions. The terms of our existing or future debt agreements may also restrict our ability to engage in these transactions.Based on our current and anticipated levels of operations and conditions in our markets, we believe that cash on hand, cash flow from operations and borrowing capacity under iHeartCommunications’ receivables based credit facility will enable us to meet our working capital, capital expenditure, debt service and other funding requirements for at least the next 12 months. Significant assumptions underlie this belief, including, among other things, that we will continue to be successful in implementing our business strategy and that there will be no material adverse developments in our business, liquidity or capital requirements. We cannot assure you that this will be the case. If our future cash flows from operations and other financing sources are insufficient to pay our debt obligations as they mature or to fund our liquidity needs, we may be forced to reduce or delay our business activities and capital expenditures, sell material assets, seek additional capital or refinance iHeartCommunications’ and iHeartCommunications’ subsidiaries’ debt. We cannot assure you that we would be able to accomplish any of these alternatives on a timely basis or on satisfactory terms, if at all.We were in compliance with the covenants contained in iHeartCommunications’ material financing agreements as of December 31, 2015, including the maximum consolidated senior secured net debt to consolidated EBITDA limitation contained in iHeartCommunications’ senior secured credit facilities. We believe our long-term plans, which include promoting spending in our industries and capitalizing on our diverse geographic and product opportunities, including the continued investment in our media and entertainment initiatives and continued deployment of digital displays, will enable us to generate cash flows from operations, together with cash on hand, sufficient to meet our liquidity and funding requirements long term. However, our anticipated results are subject to significant uncertainty and there can be no assurancedoubt exists that we will be able to maintain compliance with these covenants. continue as a going concern.addition, our ability to comply with these covenants may be affected by events beyond our control, including prevailing economic, financial and industry conditions. The breach of any covenants set forth in iHeartCommunications’ financing agreements would result in a default thereunder. An event of default would permit the lenders under a defaulted financing agreement to declare all indebtedness thereunder to be due and payable prior to maturity. Moreover, the lenders under the receivables based credit facility under iHeartCommunications’ senior secured credit facilities would have the option to terminate their commitments to make further extensions of credit thereunder. If we are unable to repay iHeartCommunications’ obligations under any secured credit facility, the lenders could proceed against any assets that were pledged to secure such facility. In addition, a default or acceleration under any of iHeartCommunications’ material financing agreements could cause a default under other of our obligations that are subject to cross-default and cross-acceleration provisions. The threshold amount for a cross-default under the senior secured credit facilities is $100.0 million.Our subsidiaries have from time to time repurchased certain debt obligations of iHeartCommunications and our equity securities and equity securities outstanding of CCOH, and may in the future, as part of various financing and investment strategies, purchase additional outstanding indebtedness of iHeartCommunications or its subsidiaries or our outstanding equity securities or outstanding equity securities of CCOH, in tender offers, open market purchases, privately negotiated transactions or otherwise. We or our subsidiaries may also sell certain assets, securities, or properties. These purchases or sales, if any, could have a material positive or negative impact on our liquidity available to repay outstanding debt obligations or on our consolidated results of operations. These transactions could also require or result in amendments to the agreements governing outstanding debt obligations or changes in our leverage or other financial ratios, which could have a material positive or negative impact on our ability to complyconnection with the covenants contained in iHeartCommunications’ debt agreements. These transactions, if any, will dependcash management arrangements for CCOH, iHeartCommunications maintains an intercompany revolving promissory note payable by iHeartCommunications to CCOH (the "Intercompany Note"), which matures on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.Senior Secured Credit Facilities2015,2017, 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 reflect the estimated recoverable amount of the Intercompany Note as of December 31, 2017, based on CCOH management'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 intercompany balance 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 cash management services for CCOH during the Chapter 11 Cases, and we expect to continue to do so until such arrangements are addressed through the Chapter 11 Cases. December 31, (In millions) 2017 2016 Senior Secured Credit Facilities: Term Loan D Facility Due 2019 $ 5,000.0 $ 5,000.0 Term Loan E Facility Due 2019 1,300.0 1,300.0 405.0 330.0 9.0% Priority Guarantee Notes Due 2019 1,999.8 1,999.8 9.0% Priority Guarantee Notes Due 2021 1,750.0 1,750.0 870.5 575.0 9.0% Priority Guarantee Notes Due 2022 1,000.0 1,000.0 10.625% Priority Guarantee Notes Due 2023 950.0 950.0 — — Other Secured Subsidiary Debt 8.5 21.0 Total Secured Debt $ 13,283.8 $ 12,925.8 14.0% Senior Notes Due 2021 1,763.9 1,729.2 iHeartCommunications Legacy Notes: — — 6.875% Senior Notes Due 2018 175.0 175.0 7.25% Senior Notes Due 2027 300.0 300.0 47.5 347.0 Subsidiary Senior Notes: 6.5% Series A Senior Notes Due 2022 735.8 735.8 6.5% Series B Senior Notes Due 2022 1,989.2 1,989.2 Subsidiary Senior Subordinated Notes: 7.625% Series A Senior Notes Due 2020 275.0 275.0 7.625% Series B Senior Notes Due 2020 1,925.0 1,925.0 375.0 225.0 Other Subsidiary Debt 24.6 28.0 Purchase accounting adjustments and original issue discount (136.6 ) (167.0 ) Long-term debt fees (109.0 ) (123.0 ) Total Debt $ 20,649.2 $ 20,365.0 Less: Cash and cash equivalents 267.1 845.0 $ 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 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 of additional borrowings under the revolving credit loan portion of this facility bringing its total outstanding borrowings under this facility to $405.0 million. (2) On February 7, 2017, iHeartCommunications completed an exchange offer of $476.4 million principal amount of its 10.0% Senior Notes due 2018 for $476.4 million principal amount of newly-issued 11.25% Priority Guarantee Notes due 2021, which were issued as "additional notes" under the indenture governing the 11.25% Priority Guarantee Notes due 2021. Of the $476.4 million principal amount of 11.25% Priority Guarantee Notes due 2021 issued in the exchange offer, $241.4 million principal amount was issued to subsidiaries of iHeartCommunications that participated in the exchange offer. On July 10, 2017, iHeartCommunications exchanged $15.6 million principal amount of its 10.0% Senior Notes (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 the notes held by a subsidiary of ours. The $57.1 million of aggregate principal amount remains outstanding and is eliminated for purposes of consolidation 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 Notes due 2020. $6,300.0 million$6.3 billion outstanding under its senior secured credit facilities, consisting of:·Term Loanterm loan D, which matures on January 30, 2019; and·Term Loanterm loan E, which matures on July 30, 2019.iHeartCommunications may raise incremental Term Loans of up to (a) $1.5 billion, plus (b) the excess, if any, of (x) 0.65 times pro forma consolidated EBITDA (as calculated in the manner provided in the senior secured credit facilities documentation), over (y) $1.5 billion, plus (c) the aggregate amount of certain principal prepayments made in respect of the Term Loans under the senior secured credit facilities. Availability of such incremental Term Loans is subject, among other things, to the absence of any default, pro forma compliance with the financial covenant and the receipt of commitments by existing or additional financial institutions.except thatand certain of its domestic restricted subsidiaries are co-borrowers under a portion of the Term Loanterm loan facilities.Interest Rate and FeesBorrowingsiHeartCommunications’the senior secured credit facilities. The credit agreement governing the senior secured credit facilities bearprovides that upon acceleration of iHeartCommunications' obligations under the senior secured credit facilities, the outstanding balance of loans becomes due, unpaid interest accrued as of the time of acceleration becomes due, and any fees payable by or other obligations of iHeartCommunications become due. Under the Bankruptcy Code, the creditors under the senior secured credit facilities are stayed from taking any action against iHeartCommunications or any of the other Debtors as a result of the default.iHeartCommunications’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) the Federal 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 interest period relevant to such borrowing adjusted for certain additional costs.Term Loanterm loan facilities arewere the following percentages per annum:·WithTerm Loanterm loan D, (i) 5.75% in the case of base rate loans and (ii) 6.75% in the case of Eurocurrency rate loans; and·Term Loanterm loan E, (i) 6.50% in the case of base rate loans and (ii) 7.50% in the case of Eurocurrency rate loans.arewere subject to adjustment based upon iHeartCommunications’iHeartCommunications' leverage ratio.PrepaymentsTheratio:require iHeartCommunications to prepay outstanding Term Loans, subject to certain exceptions, with:•50% (which percentage may be reduced to 25% and to 0% based upon iHeartCommunications’ leverage ratio) of iHeartCommunications’ annual excess cash flow (as calculated in accordance with the senior secured credit facilities), less any voluntary prepayments of Term Loans and subject to customary credits;•100% of the net cash proceeds of sales or other dispositions of specified assets being marketed for sale (including casualty and condemnation events), subject to certain exceptions;•100% (which percentage may be reduced to 75% and 50% based upon iHeartCommunications’ leverage ratio) of the net cash proceeds of sales or other dispositions by iHeartCommunications or its wholly-owned restricted subsidiaries of assets other than specified assets being marketed for sale, subject to reinvestment rights and certain other exceptions;•100% of the net cash proceeds of (i) any incurrence of certain debt, other than debt permitted under iHeartCommunications’ senior secured credit facilities, (ii) certain securitization financing (iii) certain issuances of Permitted Additional Notes (as defined in the senior secured credit facilities) and (iv) certain issuances of Permitted Unsecured Notes and Permitted Senior Secured Notes (as defined in the senior secured credit facilities); and•Net cash proceeds received by iHeartCommunications as dividends or distributions from indebtedness incurredcurrently bear interest at CCOH provided that the Consolidated Leverage Ratio of CCOH is no greater than 7.00 to 1.00.The foregoing prepayments will be applied at iHeartCommunications’ optiona default rate equal to the Term Loans (on a pro rata basis) in one ofrate otherwise applicable to the following cases: (i) first to outstanding Term Loan D and second to outstanding Term Loan E, (ii) first to outstanding Term Loan E and second to outstanding Term Loan D or (iii) ratably to outstanding Term Loan D and Term Loan E. iHeartCommunications may voluntarily repay outstanding loans under the senior secured credit facilities at any time without premium or penalty, other than customary “breakage” costs with respect to Eurocurrency rate loans.Amendments and RepaymentsOn October 25, 2012, iHeartCommunications amendedplus 2%. However, we are not currently paying interest on the terms of its senior secured credit facilities (the “Amendments”). The Amendments, among other things: (i) permit exchange offers of Term Loans for new debt securities in an aggregate principal amount of up to $5.0 billion (includingwhile the $2.0 billion of 9.0% priority guarantee notes due 2019 issued in October 2012); (ii) provide iHeartCommunications with greater flexibility to prepay tranche A Term Loans; (iii) following the repayment or extension of all tranche A Term Loans, permit below par non-pro rata purchases of Term Loans pursuant to customary Dutch auction procedures whereby all lenders of the class of Term Loans offered to be purchased will be offered an opportunity to participate; (iv) following the repayment or extension of all tranche A Term Loans, permit the repurchase of junior debt maturing before January 2016 with cash on hand in an amount not to exceed $200.0 million; (v) combine the Term Loan B, the delayed draw Term Loan 1 and the delayed draw Term Loan 2 under the senior secured credit facilities; (vi) preserve revolving credit facility capacity in the event iHeartCommunications repays all amounts outstanding under the revolving credit facility; and (vii) eliminate certain restrictions on the ability of CCOH and its subsidiaries to incur debt. On October 31, 2012, iHeartCommunications repaid and permanently cancelled the commitments under its revolving credit facility, which was set to mature in July 2014.On February 28, 2013, iHeartCommunications repaid all $846.9 million of loans outstanding under its Term Loan A facility.On May 31, 2013, iHeartCommunications further amended the terms of its senior secured credit facilities by extending a portion of Term Loan B and Term Loan C loans due 2016 through the creation of a new $5.0 billion Term Loan D due January 30, 2019. The amendment also permitted iHeartCommunications to make applicable high yield discount obligation catch-up payments beginning after May 2018 with respect to the new Term Loan D and beginning in June 2018 with respect to the 14.0% Senior Notes due 2021, which were issued in connection with the exchange of a portion of the Senior Cash Pay Notes and Senior Toggle Notes.In connection with the December 2013 refinancing discussed later, iHeartCommunications further amended the terms of its senior secured credit facilities on December 18, 2013, to extend a portion of the Term Loan B and Term Loan C due 2016 through the creation of a new $1.3 billion Term Loan E due July 30, 2019.On September 10, 2014, iHeartCommunications prepaid at par $729.0 million of the loans outstanding under its 9% Term Loan B facility and $12.1 million of the loans outstanding under its Term Loan C-asset sale facility, using the net proceeds of the 2022 Priority Guarantee Notes due 2022 issued on such date.On September 29, 2014, iHeartCommunications prepaid at par $245.9 million of the loans outstanding under its 9% Term Loan B facility and $4.1 million of the loans outstanding under its Term Loan C-asset sale facility, using the net proceeds of the 2022 Priority Guarantee Notes due 2022 issued on such date. On February 26, 2015, iHeartCommunications prepaid at par $916.1 million of loans outstanding under its Term Loan B facility and $15.2 million of loans outstanding under its Term Loan C asset sale facility, using a portion of the net proceeds of the 10.625% Priority Guarantee Notes due 2023 issued on such date.iHeartCommunications’iHeartCommunications' existing and future material wholly-owned domestic restricted subsidiaries, subject to certain exceptions.the iHeartCommunications senioriHeartCommunications' legacy notes, and other exceptions, by:··the iHeartCommunicationsiHeartCommunications' legacy notes;·certain assets that do not constitute “principal property” (as defined in the indenture governing the iHeartCommunicationsiHeartCommunications' legacy notes);·the iHeartCommunicationsiHeartCommunications' legacy notes) securing obligations under the senior secured credit facilities up to the maximum amount permitted to be secured by such assets without requiring equal and ratable security under the indenture governing the iHeartCommunicationsiHeartCommunications' legacy notes; and·iHeartCommunications’iHeartCommunications' receivables based credit facility that is junior to the lien securing iHeartCommunications’iHeartCommunications' obligations under such credit facility.iHeartCommunications’iHeartCommunications' senior secured credit facilities) for the preceding four quarters. iHeartCommunications’iHeartCommunications' secured debt consists of the senior secured credit facilities, the receivables-basedreceivables based credit facility, the priority guarantee notes and certain other secured subsidiary debt. As required by the definition of consolidated EBITDA in iHeartCommunications’iHeartCommunications' senior secured credit facilities, iHeartCommunications’iHeartCommunications' consolidated EBITDA for the preceding four quarters of $1.8$1.6 billion is calculated as operating income (loss) before depreciation, amortization, impairment charges and other operating income (expense), net plus share-based compensation and is further adjusted for the following items: (i) costs incurred in connection with the closure and/or consolidation of facilities, retention charges, consulting fees and other permitted activities; (ii) extraordinary, non-recurring or unusual gains or losses or expenses and severance; (iii) non-cash charges; (iv) cash received from nonconsolidated affiliates; and (v) various other items. The following table reflects a reconciliation of consolidated EBITDA (as defined by iHeartCommunications’ senior secured credit facilities) to operating income and net cash provided by operating activities for the four quarters ended December 31, 2015:Four Quarters Ended(In Millions)December 31, 2015Consolidated EBITDA (as defined by iHeartCommunications’ senior secured credit facilities)$ 1,849.4 Less adjustments to consolidated EBITDA (as defined by iHeartCommunications’ senior secured credit facilities):Costs incurred in connection with the closure and/or consolidation of facilities, retention charges, consulting fees and other permitted activities (46.8) Extraordinary, non-recurring or unusual gains or losses or expenses and severance (as referenced in the definition of consolidated EBITDA in iHeartCommunications’ senior secured credit facilities) (20.5) Non-cash charges (21.8) Cash received from nonconsolidated affiliates - Other items (0.9) Less: Depreciation and amortization, Impairment charges, Other operating income (expense), net, and Share-based compensation expense (610.0) Operating income 1,149.4 Plus: Depreciation and amortization, Impairment charges, Gain (loss) on disposal of operating and fixed assets, and Share-based compensation expense 599.4 Less: Interest expense (1,805.5) Less: Current income tax expense (59.1) Plus: Other income (expense), net 13.1 Adjustments to reconcile consolidated net loss to net cash provided by operating activities (including Provision for doubtful accounts, Amortization of deferred financing charges and note discounts, net and Other reconciling items, net) 65.9 Change in assets and liabilities, net of assets acquired and liabilities assumed (40.5) Net cash used for operating activities$ (77.3) Four Quarters Ended (In Millions) December 31, 2017 Consolidated EBITDA (as defined by iHeartCommunications' senior secured credit facilities) $ 1,589.5 Less adjustments to consolidated EBITDA (as defined by iHeartCommunications' senior secured credit facilities): Costs incurred in connection with the closure and/or consolidation of facilities, retention charges, consulting fees and other permitted activities (37.8 ) Extraordinary, non-recurring or unusual gains or losses or expenses and severance (as referenced in the definition of consolidated EBITDA in iHeartCommunications' senior secured credit facilities) (43.3 ) Non-cash charges (20.4 ) Other items 66.9 Less: Depreciation and amortization, Impairment charges, Other operating income (expense), net, and Share-based compensation expense (585.0 ) Operating income 969.9 Plus: Depreciation and amortization, Impairment charges, Gain (loss) on disposal of operating and fixed assets, and Share-based compensation expense 579.1 Less: 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 doubtful accounts, Amortization of deferred financing charges and note discounts, net and Other reconciling items, net) 25.8 Change in assets and liabilities, net of assets acquired and liabilities assumed (166.8 ) Net cash used for operating activities $ (503.7 ) 20152017 was 8.75:1. At December 31, 2015,2017, the ratio was 6.5:8.2:1.In addition, the senior secured credit facilities include negative covenants that, subject to significant exceptions, limit iHeartCommunications’ ability and the ability of its restricted subsidiaries to, among other things:·incur additional indebtedness;·create liens on assets;·engage in mergers, consolidations, liquidations and dissolutions;·sell assets;·pay dividends and distributions or repurchase iHeartCommunications’ capital stock;·make investments, loans, or advances;·prepay certain junior indebtedness;·engage in certain transactions with affiliates;·amend material agreements governing certain junior indebtedness; and·change lines of business.The senior secured credit facilities include certain customary representations and warranties, affirmative covenants and events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy, certain events under ERISA, material judgments, the invalidity of material provisions of the senior secured credit facilities documentation, the failure of collateral under the security documents for the senior secured credit facilities, the failure of the senior secured credit facilities to be senior debt under the subordination provisions of certain of iHeartCommunications’ subordinated debt and a change of control. If an event of default occurs, the lenders under the senior secured credit facilities will be entitled to take various actions, including the acceleration of all amounts due under the senior secured credit facilities and all actions permitted to be taken by a secured creditor.As of December 31, 2015, there was $230.0 million aggregate principal amount outstanding under iHeartCommunications’ receivables based credit facility.The$535.0$250.0 million. 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 on November 30, 2020, and accrues interest at a rate of LIBOR plus 4.75%. On December 27, 2017, iHeartCommunications incurred $40.0 million of additional borrowings under this Facility bringing its total outstanding borrowings under this Facility to $405.0 million.borrowing base at any time equals 90% of the eligible accounts receivable of iHeartCommunications and certain of its subsidiaries. The receivables based credit facilityFacility includes a letter of credit sub-facility and a swingline loan sub-facility.receivables based credit facility. iHeartCommunications hasFacility.ability to designate one or more of its restricted subsidiaries as borrowersBankruptcy Court, we are currently making postpetition interest payments under the receivables based credit facility. The receivables based credit facility loans are available in U.S. dollars and letters of credit are available in a variety of currencies including U.S. dollars, Euros, Pounds Sterling, and Canadian dollars.Borrowingsreceivables based credit facility bearFacility bore interest at a rate per annum equal to an applicable marginrate plus, at iHeartCommunications’iHeartCommunications' option, either (i)(1) a base rate determined by reference to the highest of (a) the prime rate of Citibank, N.A.PNC Bank, National Association and (b) the Federal Funds rate plus 0.50% or (ii)(2) a Eurocurrency rate that is the greaterreferencethe Administrative Agent, and (ii) one minus the maximum rate at which reserves are required to the rate (adjusted for statutory reserve requirementsbe maintained for Eurocurrency liabilities) for Eurodollar deposits for the interest period relevant to such borrowing.liabilities. The applicable marginrate for borrowings under the receivables based credit facility ranges from 1.50%Facility was 4.75% with respect to 2.00% for Eurocurrency borrowingsterm loans and from 0.50%revolving loans and 3.75% with respect to 1.00% for base-rate borrowings, depending on average daily excess availability under the receivables based credit facility during the prior fiscal quarter.receivables based credit facility,Facility, iHeartCommunications is required to pay a commitment fee of 0.75% to the lenders under the receivables based credit facilityFacility in respect of the unutilized revolving commitments thereunder. The commitment fee rate ranges from 0.25% to 0.375% per annum dependent upon average unused commitments during the prior quarter. iHeartCommunications must also pay customarya letter of credit fees.MaturityBorrowings under the receivables based credit facility will mature, and lending commitments thereunder will terminate, on the fifth anniversaryfee equal to 4.75% per annum.effectiveness of the receivables based credit facility (December 24, 2017), provided that, (a) the maturity date will be October 31, 2015 if on October 30, 2015, greater than $500.0 million in aggregate principal amount is owing under certain of iHeartCommunications’ Term Loan credit facilities, (b) the maturity date will be May 3, 2016 if on May 2, 2016 greater than $500.0 million aggregate principal amount of iHeartCommunications’ 10.75% senior cash pay notes due 2016 and 11.00%/11.75% senior toggle notes due 2016 are outstanding and (c) in the case of any debt under clauses (a) and (b) that is amended or refinanced in any manner that extends the maturity date of such debt to a date that is on or before the date that is five years after the effectiveness of the receivables based credit facility, the maturity date will be one day prior to the maturity date of such debt after giving effect to such amendment or refinancing if greater than $500,000,000 in aggregate principal amount of such debt is outstanding.PrepaymentsIf at any time the sum of the outstanding amounts under the receivables based credit facility exceeds the lesser of (i) the borrowing base and (ii) the aggregate commitments under the facility, iHeartCommunications will be required to repay outstanding loans and cash collateralize letters of credit in an aggregate amount equal to such excess. iHeartCommunications may voluntarily repay outstanding loans under the receivables based credit facility at any time without premium or penalty, other than customary “breakage” costs with respect to Eurocurrency rate loans. Any voluntary prepayments iHeartCommunications makes will not reduce its commitments under the receivables based credit facility.Guarantees and SecurityThe facility is guaranteed by, subject to certain exceptions, the guarantors of iHeartCommunications’ senior secured credit facilities. All obligations under the receivables based credit facility, 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 is senior to the security interest of iHeartCommunications’ senior secured credit facilities in such accounts receivable and related assets and proceeds thereof, subject to permitted liens, including prior liens permitted by the indenture governing certain of iHeartCommunications’ senior notes (the “Legacy Notes”), and certain exceptions.Certain Covenants and Events of DefaultIf borrowing availability is less than the greater of (a) $50.0 million and (b) 10% of the aggregate commitments under the receivables based credit facility, in each case, for five consecutive business days (a “Liquidity Event”), iHeartCommunications will be required to comply with a minimum fixed charge coverage ratio of at least 1.00 to 1.00 for fiscal quarters ending on or after the occurrence of the Liquidity Event, and will be continued to comply with this minimum fixed charge coverage ratio until borrowing availability exceeds the greater of (x) $50.0 million and (y) 10% of the aggregate commitments under the receivables based credit facility, in each case, for 30 consecutive calendar days, at which time the Liquidity Event shall no longer be deemed to be occurring. In addition, the receivables based credit facility includes negative covenants that, subject to significant exceptions, limit iHeartCommunications’ ability and the ability of its restricted subsidiaries to, among other things:·incur additional indebtedness;·create liens on assets;·engage in mergers, consolidations, liquidations and dissolutions;·sell assets;·pay dividends and distributions or repurchase capital stock;·make investments, loans, or advances;·prepay certain junior indebtedness;·engage in certain transactions with affiliates;·amend material agreements governing certain junior indebtedness; and·change lines of business.The receivables based credit facility includes certain customary representations and warranties, affirmative covenants and events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy, certain events under ERISA, material judgments and a change of control. IfChapter 11 Cases constituted an event of default occurs,that accelerated the lendersCompany's obligations under the receivables based credit facility will be entitled to take various actions, including the acceleration of all amounts due under iHeartCommunications’ receivables based credit facility and all actions permitted to be taken by a secured creditor.9.0% Priority Guarantee Notes Due 2019As of December 31, 2015, iHeartCommunications had outstanding $2.0 billion aggregate principal amount of 9.0% priority guarantee notes due 2019 (the “9.0% Priority Guarantee Notes due 2019”).The 9.0% Priority Guarantee Notes due 2019, mature on December 15, 2019 and bear interest at a rate of 9.0% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, which began on June 15, 2013. The 9.0% Priority Guarantee Notes due 20192021, 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 were issued, upon the acceleration of iHeartCommunications' obligations under the Priority Guarantee Notes, the Priority Guarantee Notes are iHeartCommunications’deemed to have matured, the unpaid principal balance of the Priority Guarantee Notes comes due, unpaid interest accrued as of the time of the acceleration comes due, and any applicable premiums (as determined pursuant to the applicable indentures) comes due. Under the Bankruptcy Code, the holders of the Priority Guarantee Notes are stayed from taking any action against the Debtors.TheEach issue of Priority Guarantee Notes due 2019 and the guarantors’ obligations under the respective guarantees are secured by (i) a lien on (a) the capital stock of iHeartCommunications and (b) certain property and related assets that do not constitute “principal property” (as defined in the indenture governing certain Legacy Notes of iHeartCommunications), in each case equal in priority to the liens securing the obligations under iHeartCommunications’iHeartCommunications' senior secured credit facilities and the 9.0%other Priority Guarantee Notes, due 2021, the 11.25% Priority Guarantee Notes due 2021, the 9.0% Priority Guarantee Notes due 2022 and the 10.625% Priority Guarantee Notes due 2023, subject to certain exceptions, and (ii) a lien on the accounts receivable and related assets securing iHeartCommunications’ receivables based credit facilityiHeartCommunications' Facility junior in priority to the lien securing iHeartCommunications’iHeartCommunications' obligations thereunder, subject to certain exceptions.iHeartCommunications may redeem the 2019 at its option, in whole or part, at any time prior to July 15, 2015, at a price equal to 100% of the principal amount of the 9.0% Priority Guarantee Notes due 2019 redeemed, plus accrued and unpaid interest to the redemption date and plus an applicable premium. iHeartCommunications may redeem the 9.0% Priority Guarantee Notes due 2019, in whole or in part, on or after July 15, 2015, at the redemption prices set forth in the indenture plus accrued and unpaid interest to the redemption date. Prior to July 15, 2015, iHeartCommunications may elect to redeem up to 40% of the aggregate principal amount of the 9.0% Priority Guarantee Notes due 2019 at a redemption price equal to 109.0% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equity offerings.The indenture governing the 9.0% Priority Guarantee Notes due 2019 contains covenants that limit iHeartCommunications’ ability and the ability of its restricted subsidiaries to, among other things: (i) pay dividends, redeem stock or make other distributions or investments; (ii) incur additional debt or issue certain preferred 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 of iHeartCommunications’ assets. The indenture contains covenants that limit iHeartMedia Capital I, LLC’s ability, iHeartCommunications’ ability and the ability of its restricted subsidiaries to, among other things: (i) create liens on assets and (ii) materially impair the value of the security interests taken with respect to the collateral for the benefit of the notes collateral agent and the holders of the 9.0% Priority Guarantee Notes due 2019. The indenture also provides for customary events of default.9.0% Priority Guarantee Notes Due 20212015, 2017, iHeartCommunications had outstanding $1.75 billion aggregate principal amount of 9.0% priority guarantee notes due 2021 (the ““9.0% Priority Guarantee Notes due 2021”).due 2021”).The 9.0% Priority Guarantee Notes due 2021 are scheduled to mature on March 1, 2021 and, bearprior to the filing of the Chapter 11 Cases, bore interest at a rate of 9.0% per annum, payable semi-annually in arrears on March 1 and September 1 of each year, which began on September 1, 2011. The 9.0% Priority Guarantee Notes due 2021 are iHeartCommunications’ senior obligations and are fully and unconditionally guaranteed, jointly and severally, on a senior basis by the guarantors named in the indenture. The 9.0% Priority Guarantee Notes due 2021 and the guarantors’ obligations under the guarantees are secured by (i) a lien on (a) the capital stock of iHeartCommunications and (b) certain property and related assets that do not constitute “principal property” (as defined in the indenture governing certain Legacy Notes of iHeartCommunications), in each case equal in priority to the liens securing the obligations under iHeartCommunications’ senior secured credit facilities, the 9.0% Priority Guarantee Notes due 2019, the year. the 9.0% Priority Guarantee Notes due 2022 and the 10.625% Priority Guarantee Notes due 2023, subject to certain exceptions, and (ii) a lien on the accounts receivable and related assets securing iHeartCommunications’ receivables based credit facility junior in priority to the lien securing iHeartCommunications’ obligations thereunder, subject to certain exceptions.iHeartCommunications may redeem the 9.0% Priority Guarantee Notes due 2021 at its option, in whole or part, at any time prior to March 1, 2016, at a price equal to 100% of the principal amount of the 9.0% Priority Guarantee Notes due 2021 redeemed, plus accrued and unpaid interest to the redemption date and plus an applicable premium. iHeartCommunications may redeem the 9.0% Priority Guarantee Notes due 2021, in whole or in part, on or after March 1, 2016, at the redemption prices set forth in the indenture plus accrued and unpaid interest to the redemption date. At any time on or before March 1, 2014, iHeartCommunications may elect to redeem up to 40% of the aggregate principal amount of the 9.0% Priority Guarantee Notes due 2021 at a redemption price equal to 109.0% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equity offerings.The indenture governing the 9.0% Priority Guarantee Notes due 2021 contains covenants that limit iHeartCommunications’ ability and the ability of its restricted subsidiaries to, among other things: (i) pay dividends, redeem stock or make other distributions or investments; (ii) incur additional debt or issue certain preferred 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 of iHeartCommunications’ assets. The indenture contains covenants that limit iHeartMedia Capital I, LLC’s ability, iHeartCommunications’ ability and the ability of its restricted subsidiaries to, among other things: (i) create liens on assets and (ii) materially impair the value of the security interests taken with respect to the collateral for the benefit of the notes collateral agent and the holders of the 9.0% Priority Guarantee Notes due 2021. The indenture also provides for customary events of default.11.25% Priority Guarantee Notes Due 20212015,2017, iHeartCommunications had outstanding $575.0$870.5 million (net of $180.8 million aggregate principal amount held by certain subsidiaries of iHeartCommunications) aggregate principal amount of 11.25% Priority Guarantee Notes due 2021 (the “11.25% Priority Guarantee Notes due 2021”).bearprior to the filing of the Chapter 11 Cases, bore interest at a rate of 11.25% per annum, payable semi-annually in arrears on March 1 and September 1 of each year,year. In connection with the exchange offer that was completed on February 7, 2017, we entered into a registration rights agreement pursuant to which began on September 1, 2013. The 11.25% Priority Guarantee Notesdue 2021 are iHeartCommunications’ senior obligationswe agreed to use commercially reasonable efforts to file and are fully and unconditionally guaranteed, jointly and severally, oncause to be declared effective a senior basis by the guarantors named in the indenture governing such notes. The 11.25% Priority Guarantee Notes due 2021 and the guarantors’ obligations under the guarantees are secured by (i)registration statement covering a lien on (a) the capital stock of iHeartCommunications and (b) certain property and related assets that do not constitute “principal property” (as defined in the indenture governing certain Legacy Notes of iHeartCommunications), in each case equal in priorityregistered offer to the liens securing the obligations under iHeartCommunications’ senior secured credit facilities, the 9.0% Priority Guarantee Notes due 2019, the 9.0% Priority Guarantee Notes due 2021, the 9.0% Priority Guarantee Notes due 2022 and the 10.625% Priority Guarantee Notes due 2023, subject to certain exceptions, and (ii) a lien on the accounts receivable and related assets securing iHeartCommunications’ receivables based credit facility junior in priority to the lien securing iHeartCommunications’ obligations thereunder, subject to certain exceptions.iHeartCommunications may redeemexchange the 11.25% Priority Guarantee Notes due 2021 at its option,issued in whole or part, at any time priorthe exchange offer for exchange notes having substantially identical terms (except that they will have been registered pursuant to March 1, 2016, atan effective registration statement under the Securities Act and will not contain provisions for special interest). Because such a price equal to 100%registration statement did not become effective within 420 days of the principal amountFebruary 7, 2017 closing of the exchange offer, commencing after April 3, 2018, the 11.25% Priority Guarantee Notes due 2021 redeemed, plus accruedissued in the exchange 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 unpaidwill accrue at a rate of 0.50% thereafter until the registration default is cured. We are not currently paying any interest to the redemption date and plus an applicable premium. In addition, until March 1, 2016, iHeartCommunications may elect to redeem up to 40% of the aggregate principal amount ofor special interest on the 11.25% Priority Guarantee Notes due 2021 at a redemption price equal to 111.25% ofwhile the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equity offerings. iHeartCommunications may redeem the 11.25%Chapter 11 Cases are pending.2021, in whole or in part, on or after March 1, 2016, at the redemption prices set forth in the indenture plus accrued and unpaid interest to the redemption date.The indenture governing the 11.25% Priority Guarantee Notes due 2021 contains covenants that limit iHeartCommunications’ ability and the ability of its restricted subsidiaries to, among other things: (i) pay dividends, redeem stock or make other distributions or investments; (ii) incur additional debt or issue certain preferred 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 of iHeartCommunications’ assets. The indenture contains covenants that limit iHeartMedia Capital I, LLC’s ability, iHeartCommunications’ ability and the ability of its restricted subsidiaries to, among other things: (i) create liens on assets and (ii) materially impair the value of the security interests taken with respect to the collateral for the benefit of the notes collateral agent and the holders of the 11.25% Priority Guarantee Notes due 2021. The indenture also provides for customary events of default.9.0% Priority Guarantee Notes Due 20222015,2017, iHeartCommunications had outstanding $1.0 billion aggregate principal amount of 9.0% priority guarantee notes due 2022 (the “9.0% Priority Guarantee Notes due 2022”).bearprior to the filing of the Chapter 11 Cases, bore interest at a rate of 9.0% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, which began on March 15, 2015. The 9.0% Priority Guarantee Notes due 2022 are iHeartCommunications’ senior obligations and are fully and unconditionally guaranteed, jointly and year.severally, on a senior basis by the guarantors named in the indenture. The 9.0% Priority Guarantee Notes due 2022 and the guarantors’ obligations under the guarantees are secured by (i) a lien on (a) the capital stock of iHeartCommunications and (b) certain property and related assets that do not constitute “principal property” (as defined in the indenture governing certain Legacy Notes of iHeartCommunications), in each case equal in priority to the liens securing the obligations under iHeartCommunications’ senior secured credit facilities, the 9.0% Priority Guarantee Notes due 2019, the 9.0% Priority Guarantee Notes due 2021, the 11.25% Priority Guarantee Notes due 2021 and the 10.625% Priority Guarantee Notes due 2023 subject to certain exceptions, and (ii) a lien on the accounts receivable and related assets securing iHeartCommunications’ receivables based credit facility junior in priority to the lien securing iHeartCommunications’ obligations thereunder, subject to certain exceptions.iHeartCommunications may redeem the 9.0% Priority Guarantee Notes due 2022 at its option, in whole or part, at any time prior to September 15, 2017, at a price equal to 100% of the principal amount of the 9.0% Priority Guarantee Notes due 2022 redeemed, plus accrued and unpaid interest to the redemption date and plus an applicable premium. iHeartCommunications may redeem the 9.0% Priority Guarantee Notes due 2022, in whole or in part, on or after September 15, 2017, at the redemption prices set forth in the indenture plus accrued and unpaid interest to the redemption date. At any time on or before September 15, 2017, iHeartCommunications may elect to redeem up to 40% of the aggregate principal amount of the 9.0% Priority Guarantee Notes due 2022 at a redemption price equal to 109.0% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equity offerings.The indenture governing the 9.0% Priority Guarantee Notes due 2022 contains covenants that limit iHeartCommunications’ ability and the ability of its restricted subsidiaries to, among other things: (i) pay dividends, redeem stock or make other distributions or investments; (ii) incur additional debt or issue certain preferred 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 of iHeartCommunications’ assets. The indenture contains covenants that limit iHeartMedia Capital I, LLC’s ability, iHeartCommunications’ ability and the ability of its restricted subsidiaries to, among other things: (i) create liens on assets and (ii) materially impair the value of the security interests taken with respect to the collateral for the benefit of the notes collateral agent and the holders of the 9.0% Priority Guarantee Notes due 2022. The indenture also provides for customary events of default.10.625% Priority Guarantee Notes Due 20232015,2017, iHeartCommunications had outstanding $950.0 million aggregate principal amount of 10.625% priority guarantee notes due 2023 (the “10.625% Priority Guarantee Notes due 2023”).bearprior to the filing of the Chapter 11 Cases, bore interest at a rate of 10.625% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, which began on September 15, 2015. The 10.625% Priority Guarantee Notes due 2023 are iHeartCommunications’ senior obligations and are fully and unconditionally guaranteed, jointly and severally, on a senior basis by the guarantors named in the indenture. The 10.625% Priority Guarantee Notes due 2023 and the guarantors’ obligations under the guarantees are secured by (i) a lien on (a) the capital stock of iHeartCommunications and (b) certain property and related assets that do not constitute “principal property” (as defined in the indenture governing certain Legacy Notes of iHeartCommunications), in each case equal in priority to the liens securing the obligations under iHeartCommunications’ senior secured credit facilities, the 9.0% Priority Guarantee Notes due 2019, the 9.0% Priority Guarantee Notes due 2021, the 11.25% Priority Guarantee Notes due 2021 and the 9.0% Priority Guarantee Notes due 2022, subject to certain exceptions, and (ii) a lien on the accounts receivable and related assets securing iHeartCommunications’ receivables based credit facility junior in priority to the lien securing iHeartCommunications’ obligations thereunder, subject to certain exceptions.iHeartCommunications may redeem the 10.625% Priority Guarantee Notes due 2023 at its option, in whole or part, at any time prior to March 15, 2018, at a price equal to 100% of the principal amount of the 10.625% Priority Guarantee Notes due 2023 redeemed, plus accrued and unpaid interest to the redemption date and plus an applicable premium. iHeartCommunications may redeem the 10.625% Priority Guarantee Notes due 2023, in whole or in part, on or after March 15, 2018, at the redemption prices set forth in the indenture plus accrued and unpaid interest to the redemption date. At any time on or before March 15, 2018, iHeartCommunications may elect to redeem up to 40% of the aggregate principal amount of the 10.625% Priority Guarantee Notes due 2023 at a redemption price equal to 110.625% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equity offerings.The indenture governing the 10.625% Priority Guarantee Notes due 2023 contains covenants that limit iHeartCommunications’ ability and the ability of its restricted subsidiaries to, among other things: (i) pay dividends, redeem stock or make other distributions or investments; (ii) incur additional debt or issue certain preferred 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 of iHeartCommunications’ assets. The indenture contains covenants that limit iHeartMedia Capital I, LLC’s ability, iHeartCommunications’ ability and the ability of its restricted subsidiaries to, among other things: (i) create liens on assets and (ii) materially impair the value of the security interests taken with respect to the collateral for the benefit of the notes collateral agent and the holders of the 10.625% Priority Guarantee Notes due 2023. The indenture also provides for customary events of default.Duedue 20182015,2017, there were no amounts outstanding under the revolving credit facility, and $59.4$71.2 million of letters of credit under the revolving credit facility, which reduce availability under the facility.2015.Senior Cash Pay Notes and Senior Toggle NotesAs of December 31, 2015, iHeartCommunications had no principal amounts outstanding of 10.75% senior cash pay notes due 2016 and 11.00%/11.75% senior toggle notes due 2016. In August 2014, iHeartCommunications fully redeemed the remaining notes with proceeds from the issuance of 14.0% Senior Notes due 2021.2015,2017, iHeartCommunications had outstanding approximately $1.7$1.8 billion of aggregate principal amount of 14.0% Senior Notes due 2021 (net of $431.9$449.4 million principal amount issued to, and held by a subsidiary of iHeartCommunications).year, which began on August 1, 2013.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 through the issuance of payment-in-kind notes (the “PIK Notes”). Any PIK Notes issued in certificated form will be dated as of the applicable interest payment date and will bear interest from and after such date. All PIK Notes issued will mature on February 1, 2021 and have the same rights and benefits as the 14% Senior Notes due 2021. Beginning with the interest payment due August 1, 2018 and continuing on each interest payment date thereafter, redemptions of a portion of the principal amount then outstanding will become due for purposes of applicable high yield discount obligation (“AHYDO”) catch-up payments.guarantee isguarantees are structurally subordinated to all existing and future indebtedness and other liabilities of any subsidiary of the applicable subsidiary guarantor that is not also a guarantor of the Senior Notes due 2021. The guarantees are subordinated to the guarantees of iHeartCommunications’iHeartCommunications' senior secured credit facility and certain other permitted debt, but rank equal to all other senior indebtedness of the guarantors.iHeartCommunications may redeem or purchase the Senior Notes due 2021 at its option, in whole or in part, at any time prior to August 1, 2015, at a redemption price equal to 100% of the principal amount of Senior Notes due 2021 redeemed plus an applicable premium. In addition, until August 1, 2015, iHeartCommunications may, at its option, on one or more occasions, redeem up to 60% of the then outstanding aggregate principal amount of Senior Notes due 2021 at a redemption price equal to (x) with respect to the first 30% of the then outstanding aggregate principal amount of the Senior Notes due 2021, 109.0% of the aggregate principal amount thereof and (y) with respect to the next 30% of the then outstanding aggregate principal amount of the Senior Notes due 2021, 112.0% of the aggregate principal amount thereof, in each case plus accrued and unpaid interest thereon to the applicable redemption date. iHeartCommunications may redeem the Senior Notes due 2021, in whole or in part, on or after August 1, 2015, at the redemption prices set forth in the indenture plus accrued and unpaid interest to the redemption date.The indenture governing the Senior Notes due 2021 contains covenants that limit iHeartCommunications’ ability and the ability of its restricted subsidiaries to, among other things: (i) incur additional indebtedness or issue certain preferred stock; (ii) pay dividends on, or make distributions in respect of, their capital stock or repurchase their 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 of their assets; (vii) engage in transactions with affiliates; and (viii) designate their subsidiaries as unrestricted subsidiaries.2015,2017, iHeartCommunications had approximately $667.9$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").senior notesdefault resulting from non-payment of the $57.1 million of 5.50% Senior Notes is below the $100.0 million cross-default threshold in iHeartCommunications' debt documents. See “--Non-Payment of $57.1 Million of iHeartCommunications Legacy Notes Held by an Affiliate.” The $57.1 million of aggregate principal amount remains outstanding and is eliminated for purposes of consolidation in our financial statements.merger.merger in 2008. The senior notesLegacy Notes are senior, unsecured obligations that are effectively subordinated to iHeartCommunications’iHeartCommunications' secured indebtedness to the extent ofiHeartCommunications’iHeartCommunications' assets securing such indebtedness and are not guaranteed by any of iHeartCommunications’iHeartCommunications' subsidiaries and, as a result, are structurally subordinated to all indebtedness and other liabilities of iHeartCommunications’iHeartCommunications' subsidiaries. The senior notesLegacy Notes rank equally in right of payment with all of iHeartCommunications’iHeartCommunications' existing and future senior indebtedness and senior in right of payment to all existing and future subordinated indebtedness.2015,2017, iHeartCommunications had outstanding $730.0$47.5 million aggregate principal amount of senior notes10.0% Senior Notes due 2018. On February 7, 2017, we completed an exchange offer of $476.4 million principal amount of our 10.0% Senior Notes due 2018 (netfor $476.4 million principal amount of $120.0newly-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 aggregate principal amount of 10.0% Senior Notes due 2018 tendered and accepted for exchange, $241.4 million principal amount was tendered by subsidiaries of iHeartCommunications. On July 10, 2017, iHeartCommunications exchanged $15.6 million principal 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% Priority Guarantee Notes due 2021 that were held by a subsidiary of iHeartCommunications). The senior notesiHeartCommunications. In October 2017, iHeartCommunications exchanged $45.0 million principal amount of its 10.0% Senior Notes due 2018 mature on January 15, 2018 and bear interest atthat were held by unaffiliated third parties for $45.0 million principal amount of its 11.25% Priority Guarantee Notes due 2021 that were held by a ratesubsidiary of iHeartCommunications. On December 13, 2017 iHeartCommunications repurchased $4.0 million aggregate principal amount of 10.0% per annum, payable semi-annually on January 15 and July 15 of each year, which began on July 15, 2014.The senior notesSenior Notes due 2018 are senior, unsecured obligations that are effectively subordinated to iHeartCommunications’ secured indebtedness to the extentwere held by unaffiliated third parties for $2.7 million in cash.the value of iHeartCommunications’ assets securing such indebtedness and are not guaranteed by any of iHeartCommunications’ subsidiaries and, as a result, are structurally subordinated to all indebtedness and other liabilities of iHeartCommunications’ subsidiaries. The senior notes10.0% Senior Notes due 2018 rank equallythat were held by unaffiliated third parties for $5.3 million in rightcash. On January 16, 2018, iHeartCommunications repaid the remaining balance of payment with all$42.1 million aggregate principal amount of iHeartCommunications’ existing and future senior indebtedness and senior10.0% Senior Notes due 2018 that were held by unaffiliated third parties for $42.1 million in right of payment to all existing and future subordinated indebtedness.2015,2017, 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 aggregate principal amount of Series B CCWH Senior Notes due 2022 (the “Series B CCWH Senior Notes”). The CCWH Senior Notes are guaranteed by CCOH, Clear Channel Outdoor, Inc. (“CCOI”) and certain of CCOH’s direct and indirect subsidiaries.year, which began on May 15, 2013.At any time prior to November 15, 2017, year. at a price equal to 100% of the principal amount of the CCWH Senior Notes plus a “make-whole” premium, together with accrued and unpaid interest, if any, to the redemption date. CCWH may redeem the CCWH Senior Notes, in whole or in part, on or after November 15, 2017, at the redemption prices set forth in the applicable indenture governing the CCWH Senior Notes plus accrued and unpaid interest to the redemption date. At any time on or before November 15, 2015, CCWH may elect to redeem up to 40% of the then outstanding aggregate principal amount of the CCWH Senior Notes at a redemption price equal to 106.500% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equity offerings, subject to certain restrictions. Notwithstanding the foregoing, neither CCOH nor any of its subsidiaries is permitted to make any purchase of, or otherwise effectively cancel or retire any Series A CCWH Senior Notes or Series B CCWH Senior Notes if, after giving effect thereto and, if applicable, any concurrent purchase of or other addition with respect to any Series B CCWH Senior Notes or Series A CCWH Senior Notes, as applicable, the ratio of (a) the outstanding aggregate principal amount of the Series A CCWH Senior Notes to (b) the outstanding aggregate principal amount of the Series B CCWH Senior Notes shall be greater than 0.25, subject to certain exceptions.·incur or guarantee additional debt to persons other than iHeartCommunications and its subsidiaries (other than CCOH) or issue certain preferred stock;··············TheBecause CCOH's consolidated leverage ratio exceeded the limit in the incurrence tests described above, CCOH is not currently permitted to incur additional indebtedness using the incurrence test in the Series A CCWH Senior Notes indenture and the Series B CCWH Senior Notes indenture, contains certainand CCOH is not currently permitted to pay dividends from the proceeds of indebtedness or the excess proceeds from asset sales under the Series B CCWH Senior Notes indenture. There are other exceptions in these indentures that allow CCOH to incur additional indebtedness and pay dividends. The exceptions in the Series B CCWH Senior Notes indenture that allow CCOH to pay dividends includinginclude (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 by iHeartCommunications to CCOH. CCOH has used substantially all of the $525.0 million general restricted payments basket capacity in the Series B CCWH Senior Notes indenture. The Series A CCWH Senior Notes indenture does not limit CCOH's ability to pay dividends.2015,2017, CCWH Subordinated Notes represented $2.2 billion of aggregate principal amount of indebtedness outstanding, which consist of $275.0 million aggregate principal amount of 7.625% Series A Senior Subordinated Notes due 2020 (the “Series A CCWH Subordinated Notes”) and $1,925.0 million aggregate principal amount of 7.625% Series B Senior Subordinated Notes due 2020 (the “Series B CCWH Subordinated Notes”). Interest on the CCWH Subordinated Notes is payable to the trustee weekly in arrears and to the noteholders on March 15 and September 15 of each year, which began on September 15, 2012.At any time prior to March 15, 2015, CCWH may have redeemed the CCWH Subordinated Notes, in whole or in part, at a price equal to 100% of the principal amount of the CCWH Subordinated Notes plus a “make-whole” premium, together with accrued and unpaid interest, if any, to the redemption date. on or after March 15, 2015, at the redemption prices set forth in the applicable indenture governing the CCWH Subordinated Notes plus accrued and unpaid interest to the redemption date. At any time on or before March 15, 2015, CCWH may have elected to redeem up to 40% of the then outstanding aggregate principal amount of the CCWH Subordinated Notes at a redemption price equal to 107.625% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equity offerings, subject to certain restrictions. Notwithstanding the foregoing, neitherNeither CCOH nor any of its subsidiaries is permitted to make any purchase of, or otherwise effectively cancel or retire any Series A CCWH Subordinated Notes or Series B CCWH Subordinated Notes if, after giving effect thereto and, if applicable, any concurrent purchase of or other addition with respect to any Series B CCWH Subordinated Notes or Series A CCWH Subordinated Notes, as applicable, the ratio of (a) the outstanding aggregate principal amount of the Series A CCWH Subordinated Notes to (b) the outstanding aggregate principal amount of the Series B CCWH Subordinated Notes shall be greater than 0.25, subject to certain exceptions.············ratiosratio (as defined by the indentures) must be lower than 7.0:1. The indentures contain certain other exceptions that allow CCOH to incur additional indebtedness. The Series B CCWH Subordinated Notes indenture also permits CCOH to pay dividends from the excess proceeds of indebtedness or the proceeds from asset sales ratiosratio (as defined by the indentures) is lower than 7.0:1. The Series A CCWH Senior Subordinated Notes indenture does not limit CCOH’s ability to pay dividends. TheBecause CCOH's consolidated leverage ratio exceeded the limit in the incurrence tests described above, CCOH is not currently permitted to incur additional indebtedness using the incurrence test in the Series A CCWH Subordinated Notes indenture and the Series B CCWH Subordinated Notes indenture, contains certainand CCOH is not currently permitted to pay dividends from the proceeds of indebtedness or the excess proceeds from asset sales under the Series B CCWH Subordinated Notes indenture. There are other exceptions in these indentures that allow CCOH to incur additional indebtedness and pay dividends. The exceptions in the Series B CCWH Subordinated Notes indenture that allow CCOH to pay dividends includinginclude (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 by iHeartCommunications to CCOH.AsDecember 31, 2015,2017, Clear Channel International B.V., an international subsidiary of ours, had $225.0issued $150.0 million in additional aggregate principal amount outstanding of its 8.75% Senior Notes due 2020 (“CCIBV Senior Notes”).year, beginning on June 15, 2016.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 pari passu in right of payment to all unsubordinated indebtedness of CCIBV, and the guarantees of the notes are senior unsecured obligations that rank pari passu in right of payment to all unsubordinated indebtedness of the guarantors of the notes.Clear Channel International B.V. may redeem the notes at its option, in whole or part, at any time prior to December 15, 2017, at a price equal to 100% of the principal amount of the notes redeemed, plus a make-whole premium, plus accrued and unpaid interest to the redemption date. on or after December 15, 2017, at the redemption prices set forth in the indenture plus accrued and unpaid interest to the redemption date. At any time on or before December 15, 2017, Clear Channel International B.V. may elect to redeem up to 40% of the aggregate principal amount of the notes at a redemption price equal to 108.75% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equity offerings.2023. The notes mature on March 15, 2023 and bear interest at a rate of 10.625% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2015. iHeartCommunications used the net proceeds from the offering primarily to prepay its term loan facilities due 2016. The 8.75% Senior Notes due 2020 bear interest at a rate of 8.75% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2016.intendrecognized a net gain of $15.4 million related to use the sale, which is included within Other operating income, net.the special cash dividend for general corporate purposes, including to repurchase or make payments on our outstanding indebtedness.2014 Refinancing TransactionsOn February 14, 2014, CC Finco, an indirect wholly-owned subsidiary of ours, sold $227.0$592.3 million in aggregate principal amountcash and certain advertising assets in Florida. We recognized a net gain of 14.0% Senior Notes due 2021 issued by iHeartCommunications$278.3 million related to private purchasersthe sale, which is included within Other operating income (expense), net.transaction exempt from registration under the Securities Actresult, we recognized a net loss of 1933, as amended. This $227.0$56.6 million, which includes $32.2 million in aggregate principal amountcumulative translation adjustments that were recognized upon sale of 14.0% Senior Notes due 2021,the subsidiaries in Turkey.was previously eliminatedis net of $14.6 million in consolidation because the notescumulative translation adjustments that were held by a subsidiary, is now reflected on our consolidated balance sheet. CC Finco contributed the net proceeds fromrecognized upon the sale of the 14.0% Senior Notes due 2021 to iHeartCommunications.On May 1, 2014, CCU Escrow Corporation issued $850.0 millionour outdoor business in aggregate principal amount of 10.0% Senior Notes due 2018 in a private offer. On June 6, 2014, CCU Escrow Corporation merged into iHeartCommunications, and iHeartCommunications assumed CCU Escrow Corporation’s obligations under the 10.0% Senior Notes due 2018. Using the proceeds from the issuance of the 10.0% Senior Notes due 2018, iHeartCommunications redeemed $567.1 million aggregate principal amount of iHeartCommunications’ 5.5% Senior Notes due 2014 (including $158.5 million principal amount of the notes held by a subsidiary of iHeartCommunications) and $241.0 million aggregate principal amount of iHeartCommunications’ 4.9% Senior Notes due 2015.On August 22, 2014, iHeartCommunications issued and sold $222.2 million in aggregate principal amount of new 14.0% Senior Notes due 2021 to CC Finco in a transaction exempt from registration under the Securities Act of 1933, as amended. The new 14.0% Senior Notes due 2021 were issued as additional notes under the indenture governing iHeartCommunications’ existing 14.0% Senior Notes due 2021. On August 22, 2014, iHeartCommunications redeemed all of the outstanding $94.3 million aggregate principal amount of 10.75% Senior Cash Pay Notes due 2016 and $127.9 million aggregate principal amount of 11.00%/11.75% Senior Toggle Notes due 2016 using proceeds of the issuance of the new 14.0% Senior Notes due 2021.On September 10, 2014, iHeartCommunications issued and sold $750.0 million in aggregate principal amount of 9% Priority Guarantee Notes due 2022 and used the net proceeds of such issuance to prepay at par $729.0 million of the loans outstanding under its term loan B facility and $12.1 million of the loans outstanding under its term loan C-asset sale facility, and to pay accrued and unpaid interest with regard to such loans to, but not including, the date of prepayment.On September 29, 2014, iHeartCommunications issued an additional $250.0 million in aggregate principal amount of 9% Priority Guarantee Notes due 2022 and used the proceeds of such issuance to prepay at par $245.9 million of loans outstanding under its term loan B facility and $4.1 million of loans outstanding under its term loan C-asset sale facility, and to pay accrued and unpaid interest with regard to such loans to, but not including, the date of repayment.2013 Refinancing TransactionsIn February 2013, iHeartCommunications issued $575.0 million aggregate principal amount of the outstanding 11.25% Priority Guarantee Notes due 2021 and used the net proceeds of such notes, together with the proceeds of borrowings under its receivables based credit facility and cash on hand, to prepay all $846.9 million of loans outstanding under its Term Loan A and to pay related fees and expenses.During June 2013, iHeartCommunications amended its senior secured credit facility by extending a portion of Term Loan B and Term Loan C loans due 2016 through the creation of a new $5.0 billion Term Loan D due January 30, 2019. The amendment also permitted iHeartCommunications to make applicable high yield discount obligation catch-up payments beginning in May 2018 with respect to the new Term Loan D and any notes issued in connection with iHeartCommunications’ exchange of its outstanding 10.75% senior cash pay notes due 2016 and 11.00%/11.75% senior toggle notes due 2016.During June 2013, iHeartCommunications exchanged $348.1 million aggregate principal amount of senior cash pay notes for $348.0 million aggregate principal amount of the Senior Notes due 2021 and $917.2 million aggregate principal amount of senior toggle notes (including $452.7 million aggregate principal amount held by a subsidiary of iHeartCommunications) for $853.0 million aggregate principal amount of Senior Notes due 2021 (including $421.0 million aggregate principal amount issued to the subsidiary of iHeartCommunications) and $64.2 million of cash (including $31.7 million of cash paid to the subsidiary of iHeartCommunications), pursuant to the exchange offer. In connection with the exchange offer and the senior secured credit facility amendment, both of which were accounted for as modifications of existing debt in accordance with ASC 470-50, we incurred expenses of $17.9 million which are included in “Other income (expenses), net”.Further, in December 2013, iHeartCommunications exchanged an additional $353.8 million aggregate principal amount of senior cash pay notes for $389.2 million aggregate principal amount of the Senior Notes due 2021 and $14.2 million of cash as well as an additional $212.1 million aggregate principal amount of senior toggle notes for $233.3 million aggregate principal amount of Senior Notes due 2021 and $8.5 million of cash, pursuant to the exchange offer. In connection with the exchange offer, which was accounted for as extinguishment of existing debt in accordance with ASC 470-50, we incurred expenses of $84.0 million, which are included in “Loss on extinguishment of debt”.In addition, during December 2013, iHeartCommunications amended its senior secured credit facility by extending a portion of Term Loan B and Term Loan C loans due 2016 through the creation of a new $1.3 billion Term Loan E due July 30, 2019. In connection with the senior secured credit facility amendment, which was accounted for as modifications of existing debt, we incurred expenses of $5.5 million which are included in “Other income (expenses), net”.Dispositions and Other2015In the first quarter of 2016, Americas outdoor sold nine non-strategic outdoor markets including Cleveland and Columbus, Ohio, Des Moines, Iowa, Ft. Smith, Arkansas, Memphis, Tennessee, Portland, Oregon, Reno, Nevada, Seattle, Washington and Wichita, Kansas for approximately $602 million in cash and certain advertising assets in Florida.2014During 2014, the Company sold its 50% interest in Australian Radio Network (“ARN”), an Australian company that owns and operates radio stations in Australia and New Zealand. An impairment charge of $95.4 million was recorded during the fourth quarter of 2013 to write down the investment to its estimated fair value. Upon sale of ARN, the Company recognized a loss of $2.4 million and $11.5 million of foreign exchange losses, which were reclassified from accumulated other comprehensive income. During 2014, our International outdoor segment sold its 50% interest in Buspak, a bus advertising company in Hong Kong and recognized a gain on sale of $4.5 million.2013During 2013, our Americas outdoor segment divested certain outdoor advertising assets in Times Square for approximately $18.7 million resulting in a gain of $12.2 million. In addition, our iHM segment exercised a put option that sold five radio stations in the Green Bay market for approximately $17.6 million and recorded a gain of $0.5 million. These net gains are included in “Other operating income, net.”We sold our shares of Sirius XM Radio, Inc. for $135.5 million and recognized a gain on the sale of securities of $130.9 million. This net gain is included in “Gain on sale of marketable securities.”Term Loanterm loan B facility and $15.2 million of loans outstanding under its Term Loanterm loan C-asset sale facility, using a portion of the net proceeds of the 10.625% Priority Guarantee Notes due 2023 issued on such date.2014Duringperiod of October 1, 2014 throughyears ended December 31, 2014, CC Finco repurchased via open market transactions a total of $177.1 million aggregate principal amount of notes, comprised of $57.1 million of iHeartCommunications’ outstanding 5.5% Senior Notes due2017, 2016 and $120.0 million of iHeartCommunications’ outstanding 10.0% Senior Notes due 2018, for a total purchase price of $159.3 million, including accrued interest. The notes repurchased by CC Finco2015 were not cancelled and remain outstanding.as follows:(In millions) Years Ended December 31, 2017 2016 2015 iHM 58.1 73.2 63.8 Americas outdoor advertising 74.6 81.4 82.2 International outdoor advertising 146.4 143.8 132.6 Corporate and Other 12.9 16.3 17.8 Total capital expenditures 292.0 314.7 296.4 On September 29, 2014, iHeartCommunications prepaid at par $245.9 million of the loans outstanding under its 9% Term Loan B facility and $4.1million of the loans outstanding under its Term Loan C-asset sale facility, using the net proceeds of the Priority Guarantee Notes due 2022 issued on such date.On September 10, 2014, iHeartCommunications prepaid at par $729.0 million of the loans outstanding under its 9% Term Loan B facility and $12.1 million of the loans outstanding under its Term Loan C-asset sale facility, using the net proceeds of the Priority Guarantee Notes due 2022 issued on such date.On August 22, 2014, iHeartCommunications redeemed all of the outstanding $94.3 million aggregate principal amount of 10.75% Senior Cash Pay Notes due 2016 and $127.9 million aggregate principal amount of 11.00%/11.75% Senior Toggle Notes due 2016 using proceeds of the issuance to CC Finco of new 14.0% Senior Notes due 2021.On June 6, 2014, using the proceeds from the issuance of the 10.0% Senior Notes due 2018, iHeartCommunications redeemed $567.1 million aggregate principal amount of iHeartCommunications’ 5.5% Senior Notes due 2014 (including $158.5 million principal amount of the notes held by a subsidiary of iHeartCommunications) and $241.0 million aggregate principal amount of iHeartCommunications’ 4.9% Senior Notes due 2015.During March 2014, CC Finco repurchased, through open market purchases, a total of $61.9 million aggregate principal amount of notes, comprised of $52.9 million of iHeartCommunications’ outstanding 5.5% Senior Notes due 2014 and $9.0 million of iHeartCommunications’ outstanding 4.9% Senior Notes due 2015, for a total purchase price of $63.1 million, including accrued interest. CC Finco contributed the notes to a subsidiary of ours and iHeartCommunications cancelled these notes subsequent to the purchase.During February 2014, iHeartCommunications repaid all principal amounts outstanding under its receivables based credit facility, using cash on hand. This voluntary repayment did not reduce the commitments under this facility and iHeartCommunications has the ability to redraw amounts under this facility at any time.2013During August 2013, iHeartCommunications made a $25.3 million scheduled applicable high-yield discount obligation payment to the holders of the senior toggle notes.During February 2013, using the proceeds from the issuance of the 11.25% Priority Guarantee Notes due 2021 along with borrowings under the receivables based credit facility of $269.5 million and cash on hand, iHeartCommunications prepaid all $846.9 million outstanding under its Term Loan A under its senior secured credit facilities. We recorded a loss of $3.9 million in “Loss on extinguishment of debt” related to the accelerated expensing of loan fees.During January 2013, iHeartCommunications repaid its 5.75% senior notes at maturity for $312.1 million (net of $187.9 million principal amount repaid to a subsidiary of iHeartCommunications with respect to notes repurchased and held by such entity), plus accrued interest, using cash on hand.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 2015 Executive 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 Incentive Plan.Our capital expenditures are not of significant size individually and primarily relate to the ongoing deployment of digital displays and improvements to traditional displays in our Americas outdoor segment as well as new billboard and street furniture contracts and renewals of existing contracts in our International outdoor segment, studio and broadcast equipment at iHM and software at Corporate.beneficiaryexchange, the Company placed two of Alohathe stations in Seattle and one station in Boston into a newly-formed trust, Ocean Station Trust LLC (the “Aloha Trust”"Ocean Trust"), which owns and operates radio stations which the Aloha. The Ocean Trust is required to divest these stations in order to comply with Federal Communication Commission (“FCC”) media ownership rules, and whichrules. These stations are being marketed for sale. During 2014, the Aloha Trust completed a transaction in which it exchanged two radio stations for a portfolio of 29 radio stations. In this transaction the Company received 28 radio stations. One radio station was placed into the Brunswick Station Trust, LLC in order to comply with FCC media ownership rules where it is being marketed for sale, and the Company is the beneficiary of this trust. The exchange was accounted for at fair value in accordance with ASC 805, Business Combinations. The disposal of these radio stations resulted in a gain on sale of $43.5 million, which is included in other operating income. This acquisition resulted in an aggregate increase in net assets of $49.2 million, which includes $13.8 million in indefinite-lived intangible assets, $10.2 million in definite-lived intangibles, $8.1 million in property, plant and equipment and $0.8 million of assumed liabilities. In addition, the Company recognized $17.9 million of goodwill.maycould purchase up to an aggregate of $100.0 million of our Class A common stock and/or the Class A common stock of CCOH. The stock purchase program doesdid not have a fixed expiration date and maycould be modified, suspended or terminated at any time at iHeartCommunications’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”), an indirect 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, CC Finco purchased an additional 2,172,946 shares of CCOH’sCCOH's Class A common stock for $22.2 million, increasing iHeartCommunications’ collective holdings to represent slightly more than 90% of the outstanding shares of CCOH’s common stock on a fully-diluted basis, assuming the conversion of all of CCOH’s Class B common stock into Class A common stock.million. As a result of this purchase, the stock purchase program concluded. The purchase of shares in excess of the amount2015, 20142017, 2016 and 2013,2015, we recognized management fees and reimbursable expenses of $15.2 million, $15.3 million and $15.4 million, $15.2 million and $15.8 million, respectively.“Note”“Intercompany Note”), which consists of the net activities resulting from day-to-day cash management services provided by iHeartCommunications to CCOH. As of December 31, 2015,2017, 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 reflect the estimated recoverable amount of the Intercompany Note was $930.8 million, allas of which is payableDecember 31, 2017, based on demand.CCOH management's best estimate of the cash settlement amount. The NoteIntercompany note is eliminated in consolidation in our consolidated financial statements.litigation.litigation. Pursuant to the terms of the settlement of that litigation, CCOH’s board of directors established aan intercompany note committee for the specific purpose of monitoring the Intercompany Note. That committeeThe CCOH Intercompany Note Committee has the non-exclusive authority, pursuant to the terms of its charter, to demand payments under the Intercompany Note under certain specified circumstances tied to the Company’s liquidity or the amount outstanding under the Due fromIntercompany Note as long as CCOH makes a simultaneous dividend equal to the amount so demanded.On August 11, 2014, in accordance with If the terms of its charter, (i) that committee demandedspecified circumstances tied to the Company’s liquidity occur, the CCOH Intercompany Note Committee is authorized to demand repayment of $175 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 on such dateand (ii)the ownership of CCOH paid a special cash dividend in aggregate amount equal to $175 million to CCOH’s stockholders of record as of August 4, 2014. AsDecember 31, 2017, if the indirect parent of CCOH weIntercompany Note Committee were entitled to approximately 88% demand repayment of the proceeds from such dividend through our wholly-owned subsidiaries. The remainingIntercompany Note in full, we would be required to use cash to fund approximately 12%$112.1 million, or 10.5% of the proceeds from the dividend, or approximately $21 million, wasto be paid to the public stockholders of CCOH and is included in Dividends and other payments to noncontrolling interests in our consolidated statement of cash flows. We funded the net payment of this $21 million with cash on hand, which reduced the amount of cash we have available to fund our working capital needs, debt service obligations and other obligations. Following satisfactionCCOH. As a result of the demand,filing of the Chapter 11 petition, the balance outstanding under the Intercompany Note was reducedhas become immediately due and payable. Pursuant to an order entered by $175 million.On December 16, 2015, CCIBV, an indirect subsidiarythe Bankruptcy Court, as of March 14, 2018, the balance of the CompanyIntercompany Note is frozen, and of CCOH, issued $225.0 millionfollowing March 14, 2018, intercompany allocations that would have been reflected in aggregate principal amount of 8.75% Senior Notes due 2020,adjustments to the proceeds of which were used to fund a dividend by CCOH, which was paid on January 7, 2016. We received $196.3 millionbalance of the dividend through three of our wholly-owned subsidiaries, and approximately $21.5 million was paidIntercompany Note are instead reflected in an intercompany balance that accrues interest at a rate equal to the public stockholdersinterest under the Intercompany Note. iHeartCommunications' obligations under the Intercompany Note are subject to settlement under a plan of CCOH.$602$592.3 million in cash and certain advertising assets in Florida (the “Transactions”). Following the completion of the Transactions,On January 21, 2016, the board of directors of CCOH madenotified iHeartCommunications of its intent to make a demand for the repayment of $300.0 million outstanding on the Note (the “Demand”) and declared special cash dividends in an aggregate amount of $540.0 million, which weremillion. CCOH made the Demand and the special cash dividend was paid on February 4, 2016. A portion of the proceeds of the Transactions, together with the proceeds from the concurrent $300.0 million repayment of the Note, were used to fund the dividends. We received $486.5 million of the dividend proceeds ($186.5 million net of iHeartCommunications’ iHeartCommunications' repayment of the Note) through three of our wholly-owned subsidiaries, and approximately $53.5 million was paid to the public stockholders of CCOH.Seasonality(In thousands) Payments due by Period Contractual Obligations Total 2018 2019-2020 2021-2022 Thereafter Long-term Debt: Secured Debt $ 13,283,883 $ 12,870,997 $ 405,553 $ 594 $ 6,739 1,886,585 1,886,585 — — — iHeartCommunications Legacy Notes: 475,000 475,000 — — — 47,482 47,482 — — — CCWH Senior Notes 2,725,000 — — 2,725,000 — CCWH Senior Subordinated Notes 2,200,000 — 2,200,000 — — CCIBV Senior Notes 375,000 — 375,000 — — Other Long-term Debt 24,615 10,478 8,795 5,342 — 5,228,607 1,801,439 2,338,893 923,223 165,052 Non-cancelable operating leases 4,089,643 492,013 859,994 687,576 2,050,060 Non-cancelable contracts 2,045,981 492,177 721,802 438,289 393,713 Employment/talent contracts 223,678 81,753 121,615 20,310 — Capital expenditures 68,110 38,444 10,699 9,090 9,877 112,429 — — — 112,429 367,779 8,438 44,470 49,322 265,549 Total $ 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 discount obligation (“AHYDO”) catch-up payments on the principal amount outstanding of Senior Notes due 2021. AHYDO payments of $133.1 million are due in the years 2019-2020. The table includes the current principal amount of Senior Notes due 2021 and reflects the assumption of additional PIK notes of $122.7 million to be issued at each successive interest payment date in the future until maturity. The Senior Notes due 2021 balance reflects the 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 credit facilities assume the interest rate is held constant over the remaining term. During the Chapter 11 Cases interest obligations will not be paid on the Debtors' 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 or amounts 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 Report on 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 the underlying assets will be removed at some period over the next 55 years. Also included are $320.7 million of various other long-term obligations. Market Risk2015,2017, approximately 31%32% of our aggregate principal amount of long-term debt bears interest at floating rates. Assuming the current level of borrowings and assuming a 100% change in LIBOR, it is estimated that our interest expense for the year ended December 31, 20152017 would have changed by $13.3$38.9 million.$40.5$7.9 million for year ended December 31, 2015.2017. We estimate a 10% increase in the value of the U.S. dollar relative to foreign currencies would have decreased our net income for the year ended December 31, 20152017 by $4.1$0.8 million. A 10% decrease in the value of the U.S. dollar relative to foreign currencies during the year ended December 31, 20152017 would have increased our net income by a corresponding amount.New Accounting PronouncementsDuring the first quarter of 2015, the Company adopted the Financial Accounting Standards Board’s (“FASB”) ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360), Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This update provides guidance for the recognition, measurement and disclosure of discontinued operations. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements.During the first quarter of 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810), Amendments to the Consolidation Analysis. This new standard eliminates the deferral of FAS 167, which has allowed entities with interest in certain investment funds to follow the previous consolidation guidance in FIN 46(R) and makes other changes to both the variable interest model and the voting model. The standard is effective for annual periods, and for interim periods within those annual periods, beginning after December 15, 2015. The Company is currently evaluating the impact of the provisions of this new standard on its financial position and results of operations.During the second quarter of 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. This update requires entities to present debt issuance costs related to a recognized debt liability as a direct deduction from the carrying amount of that direct debt liability. The standard is effective for annual periods, and for interim periods within those annual periods, beginning after December 15, 2015. The Company is currently evaluating the impact of the provisions of this new standard on its financial position and results of operations.provisionsadoption of this new standard on itsour consolidated financial position and results of operations.thirdfirst quarter of 2015,2016, the FASB issued ASU No. 2015-16,2016-02, Business CombinationsLeases (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments842). This update eliminatesThe new leasing standard presents significant changes to the requirement for an acquirerbalance sheets of lessees. Lessor accounting is updated to align with certain changes in a business combination to account for measurement-period adjustments retrospectively. Instead, acquirers must recognize measurement-period adjustments during the periodlessee model and the new revenue recognition standard which was issued in which they determine the amounts, including the effect on earningsthird quarter of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date.2015. The standard is effective for fiscal yearsannual periods, and for interim periods within those annual periods, beginning after December 15, 2015, and interim periods within those fiscal years.2018. The Company is currently evaluating the impact of the provisions of this new standard on its consolidated financial position and results of operations.statements.fourthfirst quarter of 2015,2017, the Company adopted FASB’sFASB issued ASU No. 2015-17,2017-04, Income TaxesIntangibles - Goodwill and Other (Topic 740), Balance Sheet Classification of Deferred Taxes350). This update requires companieseliminates the requirement to classify all deferred tax assets and liabilities as noncurrentcalculate the implied fair value of goodwill to measure a goodwill impairment charge. Entities will record an impairment charge based on the balance sheet insteadexcess of separating deferred taxes into currenta reporting unit's carrying amount over its fair value. The standard is effective for annual and noncurrent amounts.any interim impairment tests performed for periods beginning after December 15, 2019. The Company is currently evaluating the impact of the provisions of this new standard on its consolidated financial statements.did notwill have a material effect on the Company’sCompany's consolidated financial statements.Critical Accounting Estimates20152017 would have changed by approximately $3.5$4.9 million. - Our expected lease term includes both contractual lease periods and cancelable option periods where failure to exercise such options 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 a capital 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 in determining 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 lease and will generally result in higher interest and depreciation expense for a leased property recorded on our balance sheet. - The incremental borrowing rate is primarily used in determining whether the lease is accounted for as an operating lease or a capital lease. A lease is considered a capital lease if the net present value of the minimum lease payments - The fair market value of leased property is generally estimated based on comparable market data as provided by third-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 a capital 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 fair market value reduces the likelihood that a lease will be considered a capital lease.Historically, the Company performed its annual impairment test on indefinite-lived intangible assets as of October 1 of each year. Beginning in the third quarter of 2015, the Company began performing its annual impairment test on July 1 of each year. 2015,2017, we performed our annual impairment test in accordance with ASC 350-30-35 and recognized an impairment of $6.0 million related to FCC Licenses in one market and did not recognize any aggregate impairment charges related to FCC Licenses and recognized an impairment of $21.6 million related to billboard permits in one of our outdoor markets.permits.§§§§27.1%25.0%, depending on market size; and§9.0%8.0% for the 13 largest markets and 9.5%8.5% for all other markets.§forecast at 3.0% wasforecasts between 0.5% and 3.5% were used for the initial four-year period;§§§56.0%55.9%, depending on market size, by year 3; and§8.0%7.5%.(In thousands) Revenue Profit Discount Description Growth Rate Margin Rates FCC license $ 485,735 $ 183,700 $ 549,775 Billboard permits $ 1,107,600 $ 161,800 $ 1,118,300 20152017 was $6.1$7.0 billion ($3.03.2 billion for FCC licenses and $3.1$3.7 billion for billboard permits), while the carrying value was $3.5$3.4 billion. The estimated fair value of our FCC licenses and billboard permits at OctoberJuly 1, 20142016 was $5.5$7.1 billion ($2.93.1 billion for FCC licenses and $2.6$4.0 billion for billboard permits), while the carrying value was $3.5$3.4 billion.Historically, the Company performed its annual impairment test on goodwill as of October 1 of each year. Beginning in the third quarter of 2015, the Company began performing its annual impairment test on July 1 of each year.2015,2017, we performed our annual impairment test in accordance with ASC 350-30-35, resulting in noa goodwill impairment charge.charge of $1.6 million relating to one outdoor market. In determining the fair value of our reporting units, we used the following assumptions:§20152017 through 2019.2021. 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.§20192021 are projected to grow at a perpetual growth rate, which we estimated at 2.0% for our iHM segment, 3.0% for our Americas outdoor and International outdoor segments, and 2.0% for our Other segment.§segment (beyond 2024).(In thousands) Revenue Profit Discount Description Growth Rate Margin Rates iHM $ 1,180,000 $ 310,000 $ 1,150,000 Americas Outdoor $ 820,000 $ 170,000 $ 780,000 International Outdoor $ 260,000 $ 210,000 $ 220,000 Accruals2015.20152017 would have affected our net loss by approximately $2.2$1.6 million for the year ended December 31, 2015.2017.5055 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 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 our assumption of the risk-adjusted credit rate used to discount current year additions to the asset retirement obligation decreased approximately 1%, our liability as of December 31, 20152017 would not be materially impacted. Similarly, if our assumption of the risk-adjusted credit rate increased approximately 1%, our liability would not be materially impacted.Quantitative and Qualitative Disclosures about Market RiskSupplementary Datasubsidiaries (the Company) as of December 31, 2017 and 2016, the related consolidated statements of comprehensive loss, changes in stockholders' deficit and cash flows for each of the three years in the period ended December 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 "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 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, in conformity with U.S. generally accepted accounting principles. Report of Independent Registered Public Accounting Firm The Board of Directors and ShareholdersiHeartMedia, Inc.We We have audited the accompanying consolidated balance sheets of iHeartMedia, Inc. and subsidiaries (the Company) as of December 31, 2015 and 2014, and the related consolidated statements of comprehensive loss, changes in shareholders’ deficit and cash flows for each of the three years in the period ended December 31, 2015. Our audits also included the financial statement schedule listed in the Index at Item 15(a)2. These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of iHeartMedia, Inc. and subsidiaries at December 31, 2015 and 2014, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework)and our report dated February 25, 2016 expressed an unqualified opinion thereon./s/ Ernst & Young LLPSan Antonio, TexasFebruary 25, 2016iHeartMedia, Inc.December 31, December 31, 2017 2016 $ 267,109 $ 845,030 Accounts receivable, net of allowance of $48,450 in 2017 and $33,882 in 2016 1,508,370 1,364,404 209,330 184,586 — 55,602 82,538 55,065 Total Current Assets 2,067,347 2,504,687 1,180,882 1,196,676 703,832 751,486 2,451,813 2,413,899 977,152 960,966 550,056 740,508 4,051,082 4,066,575 278,267 227,450 $ 12,260,431 $ 12,862,247 $ 163,449 $ 142,600 764,275 724,793 268,102 264,170 186,404 200,103 14,972,367 342,908 Total Current Liabilities 16,354,597 1,674,574 5,676,814 20,022,080 959,390 1,457,095 597,085 593,973 STOCKHOLDERS’ DEFICIT 42,764 135,778 Class A Common Stock, par value $.001 per share, authorized 400,000,000 shares, issued 32,626,168 and 31,502,448 shares in 2017 and 2016, respectively 32 31 Class B Common Stock, par value $.001 per share, authorized 150,000,000 shares, issued 555,556 shares in 2017 and 2016 1 1 Class C Common Stock, par value $.001 per share, authorized 100,000,000 shares, issued 58,967,502 shares in 2017 and 2016 59 59 — — 2,072,566 2,070,603 (13,127,843 ) (12,733,952 ) (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 $ 12,862,247 iHeartMedia, Inc.AND SUBSIDIARIES(In thousands, except per share data) Years Ended December 31, 2017 2016 2015 Revenue $ 6,170,994 $ 6,260,062 $ 6,241,516 Operating expenses: Direct operating expenses (excludes depreciation and amortization) 2,461,722 2,398,776 2,471,113 Selling, general and administrative expenses (excludes depreciation and amortization) 1,851,646 1,725,899 1,704,352 Corporate expenses (excludes depreciation and amortization) 311,898 341,072 315,143 Depreciation and amortization 601,295 635,227 673,991 Impairment charges 10,199 8,000 21,631 Other operating income, net 35,704 353,556 94,001 Operating income 969,938 1,504,644 1,149,287 Interest expense 1,865,584 1,849,982 1,805,496 Loss 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 debt 1,271 157,556 (2,201 ) Other income (expense), net (15,322 ) (73,102 ) 13,056 Loss 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 17,140 Net loss attributable to the Company $ (393,891 ) $ (296,362 ) $ (754,774 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments 45,661 21,983 (114,906 ) Unrealized holding gain (loss) on marketable securities (414 ) (576 ) 553 Other adjustments to comprehensive income (loss) 6,720 (11,814 ) (10,266 ) Reclassification adjustments 5,441 46,730 808 Other comprehensive income (loss) 57,408 56,323 (123,811 ) Comprehensive loss (336,483 ) (240,039 ) (878,585 ) Less amount attributable to noncontrolling interest 14,092 (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 - Basic 84,967 84,569 84,278 Diluted $ (4.64 ) $ (3.50 ) $ (8.96 ) Weighted average common shares outstanding - Diluted 84,967 84,569 84,278 79SHAREHOLDERS'STOCKHOLDERS' DEFICIT OFiHeartMedia, Inc.(In thousands, except per share data) Controlling Interest Total Balances at
December 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 ) 2,215 Amortization of share-based compensation 8,502 — 2,565 — — — 11,067 Purchases of additional noncontrolling interest (1,978 ) — (36,403 ) — (4,416 ) — (42,797 ) Dividend declared and paid to noncontrolling interests (52,384 ) — — — — — (52,384 ) Other 1,871 — — — — — 1,871 Other comprehensive loss (22,410 ) — — — (101,401 ) — (123,811 ) Balances at
December 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-based compensation 10,291 — 2,842 — — — 13,133 Purchases of additional noncontrolling interest 1,224 — (1,224 ) — — — — Disposal of noncontrolling interest (36,846 ) — — — — — (36,846 ) Dividend declared and paid to noncontrolling interests (70,412 ) — — — — — (70,412 ) Other 623 — 3 — — (3 ) 623 Other comprehensive income (loss) (2,208 ) — — — 58,531 — 56,323 Balances at
December 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-based compensation 9,590 — 2,488 — — — 12,078 Purchases of additional noncontrolling interest (703 ) — (524 ) — — — (1,227 ) Disposal of noncontrolling interest (2,439 ) — — — — — (2,439 ) Dividend declared and paid to noncontrolling interests (46,151 ) — — — — — (46,151 ) Other 192 — — — — — 192 Other comprehensive income 14,092 — — — 43,316 — 57,408 Balances at
December 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 ) 80iHeartMedia, Inc.(In thousands) Years Ended December 31, 2017 2016 2015 Cash flows from operating activities: Consolidated net loss $ (460,018 ) $ (240,050 ) $ (737,634 ) Reconciling items: Impairment charges 10,199 8,000 21,631 Depreciation and amortization 601,295 635,227 673,991 Deferred taxes (488,217 ) (98,127 ) 27,848 Provision for doubtful accounts 38,944 27,390 30,579 Amortization of deferred financing charges and note discounts, net 57,474 69,951 63,838 Share-based compensation 12,078 13,133 11,067 Gain on disposal of operating and other assets (44,461 ) (365,710 ) (107,186 ) Loss on investments 4,872 12,907 4,421 Equity in loss of nonconsolidated affiliates 2,855 16,733 902 (Gain) loss on extinguishment of debt (1,271 ) (157,556 ) 2,201 Barter 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 expenses 4,133 (2,862 ) (15,841 ) Increase in accounts payable 15,736 3,065 27,385 Increase in accrued interest 41,006 20,809 59,608 Increase (decrease) in deferred income (26,533 ) 23,661 23,516 Changes in other operating assets and liabilities (23,394 ) 3,549 7,065 Net 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 investments 5,071 5,367 579 Purchases of property, plant and equipment (291,966 ) (314,717 ) (296,380 ) Proceeds from disposal of assets 82,987 856,981 414,278 Purchases 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 30,234 Cash flows from financing activities: Draws on credit facilities 100,000 100,000 350,000 Payments on credit facilities (25,909 ) (2,100 ) (123,849 ) Proceeds from long-term debt 156,000 6,856 1,172,777 Payments 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 activities 151,335 (418,231 ) 377,410 Effect of exchange rate changes on cash 10,555 (6,350 ) (14,686 ) Net increase (decrease) in cash and cash equivalents (577,921 ) 72,352 315,654 Cash and cash equivalents at beginning of period 845,030 772,678 457,024 Cash and cash equivalents at end of period $ 267,109 $ 845,030 $ 772,678 SUPPLEMENTAL DISCLOSURES: Cash paid during the year for interest $ 1,772,405 $ 1,764,776 $ 1,686,988 Cash paid during the year for taxes 35,505 44,844 52,169 81iHeartMedia, Inc.AND SUBSIDIARIES operating 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 and International outdoor segments provide outdoor advertising services in their respective geographic regions using various digital and traditional display types. Included in the “Other” category are the Company’s media representation business, Katz Media Group, as well as other general support services and initiatives, which areis ancillary to its other businesses.20 percent20% to 50 percent50% of the voting common stock or otherwise exercises significant influence over operating and financial policies of the Company are accounted for using the equity method of accounting. All significant intercompany accounts have been eliminated in consolidation.20152017 presentation. International Outdoor Direct operating expenses and Selling, general and administrative expenses are $8.2and Interest expense is $9.6 million and $3.2$1.4 million, respectively, recorded in the fourth quarter of 20152017 to correct for accounting errors included in the results for our NetherlandsChina subsidiary reported in prior years. Such corrections are not considered to be material to current year or prior year financial results.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"), in the 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 the Chapter 11 Cases.
iHeartMedia, Inc. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSfrom oneup to 12 months. Most international street furniture display faces are operated through contracts with municipalities for up to 2015 years. The leased land and street furniture contracts often 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 the related rental term and rent payments in arrears are recorded as an accrued liability.iHeartMedia, Inc. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS Corporate Valuation Consulting LLC (formerly a Mesirow Financial Consulting Practice), a third party valuation firm, to assist the Company in the development of these assumptions and the Company’s determination of the fair value of its FCC licenses and permits.GoodwillCanadaeach country constitutes a separate reporting unit and each countryunit. The Company recognized goodwill impairment of $1.6 million in its2017 related to one of our International outdoor segment constitutes a separate reporting unit.markets. The Company recognized goodwill impairment of $7.3 million in 2016 related to one market in the Company's International outdoor segment. The Company had no impairment of goodwill in 2015 and 2014. The Company recognized a non-cash impairment charge to goodwill of $10.7 million based on declining future cash flows expected in one country in the International outdoor segment for 2013..20 percent20% to 50 percent50% of the common stock or otherwise exercises significant influence over the investee are accounted for under the equity method. The Company does not recognize gains or losses upon the issuance of securities by any of its equity method investees. 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 recognized other-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 of nonconsolidated affiliates."
securities.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. SecuritiesInvestments are carried at historical cost when quoted market prices are unavailable. The net unrealized gains or losses on the available-for-sale securities, net of tax, are reported in accumulated other comprehensive loss as a component of shareholders’stockholders' deficit.a noncash impairment chargethe year ended December 31, 2015.2017, 2016 and 2015, respectively. Such charge is recorded on the statement of comprehensive loss in “Gain (loss)“Loss on investments, net”. There were no impairment charges during the years ended December 31, 2014 and 2013.Derivative Instruments and Hedging ActivitiesPrior to the expiration of the Company’s interest rate swap agreement on September 30, 2013, the provisions of ASC 815-10 required the Company to recognize it as either an asset or liability in the consolidated balance sheet at fair value. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship, and further, on the type of hedging relationship. The interest rate swap was designated and qualified as a hedging instrument, and was characterized as a cash flow hedge. The Company formally documented all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking various hedge transactions. The Company formally assessed, both at inception and at least quarterly thereafter prior to expiration, whether the derivatives that were used in hedging transactions were highly effective in offsetting changes in either the fair value or cash flows of the hedged item.20152017 and 2014.2016.
Generally all earnings from the Company’s foreign operations are permanently reinvested and not distributed. The Company has not provided U.S. federal income taxes for temporary differences with respect to investments in foreign subsidiaries, which at December 31, 20152017 currently result in tax basis amounts greater than the financial reporting basis. It is not apparent that these unrecognized deferred tax assets will reverse in the foreseeable future. If any excess cash held by our foreign subsidiaries were needed to fund operations in the United States,U.S., we could presently repatriate available funds without a requirement to accrue or pay U.S. taxes. This istaxes 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 of capital. Additionally, as a result of U.S. tax reform, future dividend distributions from our international subsidiaries are exempt from U.S. federal income tax beginning January 1, 2018. We regularly review our tax liabilities on amounts that may be distributed in future periods and provide for foreign withholding and other current and deferred taxes on any such amounts. The determination of the amount of federal income taxes, if any, that might become due in the event that our foreign earnings are distributed is not practicable.(In millions) Years Ended December 31, 2017 2016 2015 Trade and barter revenues $ 243.3 $ 165.8 $ 133.5 Trade and barter expenses 205.1 115.1 112.1 $129.1$201.5 million, $103.0$132.7 million and $133.7$129.1 million for the years ended December 31, 2017, 2016 and 2015, 2014respectively, which include $146.1 million, $68.9 million and 2013,$70.8 million in barter advertising, respectively.iHeartMedia, Inc. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSForeign Currency
the average exchange rates during the year. The assets and liabilities of those subsidiaries and investees are translated into U.S. dollars using the exchange rates at the balance sheet date. The related translation adjustments are recorded in a separate component of shareholders’stockholders' deficit, “Accumulated other comprehensive loss”. Foreign currency transaction gains and losses are included in operations.Other income (expense), net in the Statement of Comprehensive Loss.
During the first quarter of 2015, the Company adopted the Financial Accounting Standards Board’s (“FASB”) ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360), Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This update provides guidance for the recognition, measurement and disclosure of discontinued operations. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements.During the first quarter of 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810), Amendments to the Consolidation Analysis. This new standard eliminates the deferral of FAS 167, which has allowed entities with interest in certain investment funds to follow the previous consolidation guidance in FIN 46(R) and makes other changes to both the variable interest model and the voting model. The standard is effective for annual periods, and for interim periods within those annual periods, beginning after December 15, 2015. The Company is currently evaluating the impact of the provisions of this new standard on its financial position and results of operations.During the second quarter of 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. This update requires entities to present debt issuance costs related to a recognized debt liability as a direct deduction from the carrying amount of that direct debt liability. The standard is effective for annual periods, and for interim periods within those annual periods, beginning after December 15, 2015. The Company will adopt this standard in the first quarter of 2016.provisionsadoption of this new standard on itsour consolidated financial position and results of operations.statements.thirdfirst quarter of 2015,2016, the FASB issued ASU No. 2015-16,2016-02, Business CombinationsLeases (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments842). This update eliminatesThe new leasing standard presents significant changes to the requirement for an acquirerbalance sheets of lessees. Lessor accounting is updated to align with certain changes in a business combination to account for measurement-period adjustments retrospectively. Instead, acquirers must recognize measurement-period adjustments during the periodlessee model and the new revenue recognition standard which was issued in which they determine the amounts, including the effect on earningsthird quarter of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date.2015. The standard is effective for fiscal yearsannual periods, and for interim periods within those annual periods, beginning after December 15, 2015, and interim periods within those fiscal years.2018. The Company is currently evaluating the impact of the provisions of this new standard on its consolidated financial position and resultsstatements. The Company expects the primary impact to our consolidated financial statements will be the recognition, on a discounted basis, of operations.Duringour minimum commitments under non-cancelable operating leases on our consolidated balance sheets resulting in the fourth quarterrecording of 2015, the Company adopted FASB’s ASU No. 2015-17, Income Taxes (Topic 740), Balance Sheet Classificationright of Deferred Taxes. This update requires companies to classify all deferred taxuse assets and liabilities as noncurrent on the balance sheet instead of separating deferred taxes intolease obligations. Our current and noncurrent amounts. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements.NOTE 2 – Property, plant and equipment, INTANGIBLE ASSETS AND GOODWILLDispositionsDuring the first quarter of 2015, the Company sold two office buildings locatedminimum commitments under non-cancelable operating leases are disclosed in San Antonio, Texas for $34.3 million. Concurrently with the sale of these properties, the Company entered into lease agreements for the continued use of the buildings, pursuant to which the Company will have annual lease payments 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 the lease. iHeartMedia, Inc. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSDuring 2015, the Company entered into a sale-leaseback arrangement, in which the Company sold 376 of our broadcast communication tower sites and related assets for $369.9 million. Simultaneous with the sales, the Company entered into lease agreements for the continued use of space on 367 of the towers sold. Upon completion of the transactions, the Company realized a net gain of $210.6 million, of which $109.0 million was deferred and will be recognized over the lease term. The leases entered into as a part of these transactions are for a term of fifteen years and include three optional five-year renewal periods. The Company incurred $13.3 million in operating lease expense in relation to these agreements in the year ended December 31, 2015.On January 15, 2016, the Company’s Parent and certain of the Company’s subsidiaries completed the final closing for the sale of six of the Company’s broadcast communication tower sites and related assets for approximately $5.5 million. Simultaneous with the sale, the Company entered into lease agreements for the continued use of space on all six of the towers sold.2016,2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350). This update eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Entities will record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value. The standard is effective for annual and any interim impairment tests performed for periods beginning after December 15, 2019. The Company is currently evaluating the impact of the provisions of this new standard on its consolidated financial statements.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, Kansasits Indianapolis, Indiana market to Fairway Media Group, LLC in exchange for approximately $602certain 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 $9.9 million in fixed assets and certain advertising$29.5 million in intangible assets (including $2.3 million in Florida.goodwill). The Company recognized a net gain of $28.9 million related to the sale, which is included within Other operating income (expense), net.2015, eight2017 and 2016, respectively:(In thousands) December 31, December 31, 2017 2016 Land, buildings and improvements $ 562,702 $ 570,566 Structures 2,864,442 2,684,673 Towers, transmitters and studio equipment 356,664 350,760 Furniture and other equipment 707,163 622,848 Construction in progress 74,810 91,655 4,565,781 4,320,502 Less: accumulated depreciation 2,681,067 2,372,340 Property, plant and equipment, net $ 1,884,714 $ 1,948,162 these disposals met$2.6 million during the criteriayear ended December 31, 2017 in relation to be classified as held-for-sale and as such,advertising assets that were no longer usable in one country in the related assets are separately presented on the face of the Consolidated Balance Sheet. Company's International outdoor segment.FCC Licenses and Billboard PermitsHistorically, theIndefinite-lived Intangible Assetsperformedperforms its annual impairment test on indefinite-lived intangible assets as of October 1 of each year. Beginning in the third quarter of 2015, the Company began performing its annual impairment test on July 1 of each year.iHeartMedia, Inc. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSCorporate Valuation Consulting LLC (formerly a Mesirow Financial Consulting Practice), a third-party valuation firm, to assist it in the development of the assumptions and the Company’s determination of the fair value of its indefinite-lived intangible assets.or permits in each market. primarily transit and street furniture contracts, talent and representation contracts, customer and advertiser relationships, and site-leases and other contractual rights, all of which are amortized over the shorter of either the respective lives of the agreements or over the period of time the assets are expected to contribute directly or indirectly to the Company’s future cash flows. Permanent easements are indefinite-lived intangible assets which include certain rights to use real property not owned by the Company. The Company periodically reviews the appropriateness of the amortization periods related to its definite-lived intangible assets. These assets are recorded at cost.(In thousands) December 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Transit, street furniture and other outdoor contractual rights $ 548,918 $ (440,284 ) $ 563,863 $ (426,752 ) Customer / advertiser relationships 1,226,314 (1,133,251 ) 1,222,519 (1,012,380 ) Talent contracts 161,962 (138,728 ) 319,384 (281,060 ) Representation contracts 77,507 (62,753 ) 253,511 (229,413 ) Permanent easements 162,920 — 159,782 — Other 372,292 (224,841 ) 390,171 (219,117 ) Total $ 2,549,913 $ (1,999,857 ) $ 2,909,230 $ (2,168,722 ) iHeartMedia, Inc. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS2014was $197.2 million, $222.6 million, and 2013 was $237.5 million, $263.4 million,respectively.$289.0 million, respectively.dispositions occur in the future, amortization expense may vary. The following table presents the Company’s estimate of amortization expense for each of the five succeeding fiscal years for definite-lived intangible assets:(In thousands) 2018 $ 131,681 2019 44,972 2020 38,307 2021 33,618 2022 28,742 Historically, theperformedperforms its annual impairment test on goodwill as of October 1 of each year. Beginning in the third quarter of 2015, the Company began performing its annual impairment test on July 1 of each year. Company’s U.S. radio markets and outdoor advertising markets are components.components of the Company. The U.S. radio markets are aggregated into a single reporting unit and the U.S. outdoor advertising markets are aggregated into a single reporting unit for purposes of the goodwill impairment test using the guidance in ASC 350-20-55. The Company also determined that each country within its Americas outdoor segment and International outdoor segment constitutes a separate reporting unit.concluded norecognized goodwill impairment charge was required for 2015 or 2014. In 2013,of $1.6 million during the year ended December 31, 2017 related to one market in the Company's International outdoor segment. The Company concluded norecognized goodwill impairment was required for iHM and Americas outdoor. Based on declining future cash flows expected inof $7.3 million during the year year ended December 31, 2016 related to one countrymarket in the Company's International outdoor segment,segment.Company recognized a non-cash impairment charge tochanges in the carrying amount of goodwill in each of $10.7 million.the Company’s reportable segments:(In thousands) iHM Americas Outdoor Advertising International Outdoor Advertising Other Consolidated Balance as of December 31, 2015 $ 3,288,481 $ 534,683 $ 223,892 $ 81,831 $ 4,128,887 Impairment — — (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 $ 4,066,575 Impairment — — (1,591 ) — (1,591 ) Acquisitions 2,442 2,252 — — 4,694 Dispositions (35,715 ) — (1,817 ) — (37,532 ) Foreign currency — 777 18,070 — 18,847 Assets held for sale — 89 — — 89 Balance as of December 31, 2017 $ 3,255,208 $ 518,532 $ 195,511 $ 81,831 $ 4,051,082 iHeartMedia, Inc. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS20132015 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.iHeartMedia, Inc.AND SUBSIDIARIES(In thousands) Notes Receivable Equity Method Investments Cost Method Investments Marketable Equity Securities Total Investments Balance at December 31, 2015 $ 156 $ 27,710 $ 58,802 2,326,000 $ 2,326 $ 88,994 Cash advances — 2,993 — — 2,993 Acquisitions 917 7,531 26,086 — 34,534 Equity 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 — 1,113 Balance at December 31, 2016 $ 132 $ 14,477 $ 71,666 $ 1,715 $ 87,990 Cash advances — 2,248 — — 2,248 Acquisitions 13,602 10,361 11,560 — 35,523 Equity in loss — (2,855 ) — — (2,855 ) Disposals (188 ) — (628 ) — (816 ) Foreign currency transaction adjustment — 145 380 243 768 Distributions received — (775 ) — — (775 ) Impairment of investments (671 ) — (4,202 ) — (4,873 ) Unrealized holding loss on marketable securities — — — (414 ) (414 ) Other 917 794 — — 1,711 Balance at December 31, 2017 $ 13,792 $ 24,395 $ 78,776 $ 1,544 $ 118,507 earnings (loss)loss of nonconsolidated affiliates.” Other cost investments include various investments in companies for which there is no readily determinable market value.Australian Radio NetworkThe Company owned a fifty-percent (50%) interest in Australian Radio Network (“ARN”), an Australian company that owns and operates radio stations in Australia and New Zealand. An impairment charge of $95.4 million was recorded during the fourth quarter of 2013 to write down the investment to its estimated fair value. On February 18, 2014, a subsidiary of the Company sold its 50% interest in ARN, recognizing a loss on the sale of $2.4 million and $11.5 million of foreign exchange losses that were reclassified from accumulated other comprehensive income at the date of the sale.the fourth quarter of 2015,2017, the Company recorded $36.5$34.7 million in its iHM segment for investments made in threethirteen private companies in exchange for advertising services. The Company recognized barter revenue of $15.6 million in the fourth quarter of 2015 as services were provided. The remaining value of advertising services will be provided in 2016. Oneand cash. Two of these investments isare being accounted for under the equity method of accounting, six of these investments are being accounted for under 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 investments are being accounted for under the equity method of accounting and two of these investments are being accounted for under the cost method.other-than-temporary impairmentsbarter revenue of $5.0$35.2 million in the year ended December 31, 2017 and $36.6 million in the year ended December 31, 2016, in connection with these investments as services were provided. The Company recognized a non-cash impairment of $14.5 million on one of these cost investments for the year ended December 31, 2015,2016, which was recorded in “Loss on investments, net.” In addition, the Company recognized a non-cash impairment chargeof $15.0 million on one of these equity investments for the year ended December 31, 2016, which was recorded in “Gain (loss) on investments, net.” 20152017 and 2014,2016, the Company held $2.3$1.5 million and $2.0$1.7 million, respectively, in marketable equity securities, which are included within Other Assets.During 2013, the Company sold shares of Sirius XM Radio, Inc. held by it for $135.5 million. In connection with the sale of shares of Sirius XM Radio, Inc., a realized gain of $130.9 million and income tax expense of $48.6 million were reclassified out of accumulated other comprehensive loss into “Gain on marketable securities” and “Income tax benefit,” respectively. The net difference of $82.3 million is reported as a reduction of “Other comprehensive income (loss).” 5055 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 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.(In thousands) Years Ended December 31, 2017 2016 Beginning balance $ 42,491 $ 48,056 Adjustment due to changes in estimates 2,317 (5,343 ) Accretion of liability 3,555 5,090 Liabilities settled (2,880 ) (4,310 ) Foreign Currency 2,501 (1,002 ) Ending balance 47,984 42,491 Less: current portion 891 424 Long-term portion of asset retirement obligation $ 47,093 $ 42,067 (In thousands) December 31, December 31, 2017 2016 Senior Secured Credit Facilities $ 6,300,000 $ 6,300,000 405,000 330,000 Priority Guarantee Notes 6,570,361 6,274,815 Subsidiary Revolving Credit Facility Due 2018 — — Other Secured Subsidiary Debt 8,522 20,987 Total Consolidated Secured Debt 13,283,883 12,925,802 14.0% Senior Notes Due 2021 1,763,925 1,729,168 475,000 475,000 10.0% Senior Notes Due 2018 47,482 347,028 Subsidiary Senior Notes 5,300,000 5,150,000 Other Subsidiary Debt 24,615 27,954 Purchase accounting adjustments and original issue discount (136,653 ) (166,961 ) Long-term debt fees (109,071 ) (123,003 ) 20,649,181 20,364,988 Less: current portion 14,972,367 342,908 Total 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 and revolving credit 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 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 of LIBOR plus 4.75%. On December 27, 2017, iHeartCommunications incurred $40.0 million of additional borrowings under the revolving credit loan portion 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 December 15, 2016 and continue to remain outstanding. These notes are held by a subsidiary of the Company and are eliminated for purposes of consolidation of the Company’s financial statements. iHeartMedia, Inc. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSratesrate at December 31, 20152017 and 2014 were2016 was 8.9% and 8.5% and 8.1%, respectively. The aggregate market value of the Company’s debt based on market prices for which quotes were available was approximately $15.2$15.4 billion and $19.7$16.7 billion at December 31, 20152017 and 2014,2016, 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 or Level 2.iHeartMedia, Inc.AND SUBSIDIARIES(In thousands) December 31, December 31, Maturity Date 2017 2016 Term Loan D 1/30/2019 $ 5,000,000 $ 5,000,000 Term Loan E 7/30/2019 1,300,000 1,300,000 Total Senior Secured Credit Facilities $ 6,300,000 $ 6,300,000 except thatand certain of its domestic restricted subsidiaries are co-borrowers under a portion of the term loan facilities.iHeartCommunications’iHeartCommunications' senior secured credit facilities bear interest at a rate equal to an applicable margin plus, at iHeartCommunications’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) the Federal funds effective rate from time to time plus 0.50%0.50%, or (ii) a Eurocurrency rate determined by reference to the costs of funds for deposits for the interest period relevant to such borrowing adjusted for certain additional costs.Term Loanterm loan D, (i) 5.75%5.75% in the case of base rate loans and (ii) 6.75%6.75% in the case of Eurocurrency rate loans; andTerm Loanterm loan E, (i) 6.50%6.50% in the case of base rate loans and (ii) 7.50%7.50% in the case of Eurocurrency rate loans.iHeartCommunications’iHeartCommunications' leverage ratio.iHeartCommunications’iHeartCommunications' existing and future material wholly-owned domestic restricted subsidiaries, subject to certain exceptions.the iHeartCommunications legacy notes,iHeartCommunications' Legacy Notes, and other exceptions, by:•the iHeartCommunications legacy notes;•iHeartCommunications' Legacy Notes;the iHeartCommunications legacy notes)iHeartCommunications' Legacy Notes);•the iHeartCommunications legacy notes)iHeartCommunications' Legacy Notes) securing obligations under the senior secured credit facilities up to the maximum amount permitted to be secured by such assets without requiring equal and ratable security under the indenture governing the iHeartCommunications legacy notes;iHeartCommunications' Legacy Notes; and•iHeartCommunications’iHeartCommunications' receivables based credit facility that is junior to the lien securing iHeartCommunications’iHeartCommunications' obligations under such credit facility. and Events of DefaultiHeartCommunications’iHeartCommunications' ability and the ability of its restricted subsidiaries to, among other things:•••••iHeartCommunications’iHeartCommunications' capital stock;•••••iHeartMedia, Inc. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2015, there were borrowings of $230.0 million outstanding under iHeartCommunications’ receivables based credit facility.providesand replaced it with a $300.0 million term loan and revolving credit commitments of $535.0$250.0 million. On November 30, 2017, $300.0 million was drawn on the term loan and $65.0 million on the revolving credit commitments 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 of LIBOR plus 4.75%. On December 27, 2017, iHeartCommunications incurred $40.0 million of additional borrowings under the revolving credit loan portion of its new Facility bringing its total outstanding borrowings under the facility to $405.0 million.90%97.5% of the eligible accounts receivable of iHeartCommunications and certain of its subsidiaries. The receivables based credit facilityFacility includes a letter of credit sub-facility and a swingline loan sub-facility.receivables based credit facility.Facility. iHeartCommunications has the ability to designate one or more of its restricted subsidiaries as borrowers under the receivables based credit facility.Facility. The receivables based credit facility loans under the Facility are available in U.S. dollars and letters of credit are available in a variety of currencies including U.S. dollars,Dollars, Euros, Pounds Sterling, and Canadian dollars.receivables based credit facilityFacility bear interest at a rate per annum equal to an applicable marginrate plus, at iHeartCommunications’iHeartCommunications' option, either (i)(1) a base rate determined by reference to the highest of (a) the prime rate of Citibank, N.A.PNC Bank, National Association and (b) the Federal Funds rate plus 0.50%0.50% or (ii)(2) a Eurocurrency 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 referencethe Administrative Agent, and (ii) one minus the maximum rate at which reserves are required to the rate (adjusted for statutory reserve requirementsbe maintained for Eurocurrency liabilities) for Eurodollar deposits for the interest period relevant to such borrowing.liabilities. The applicable marginrate for borrowings under the receivables based credit facility ranges from 1.50%Facility is 4.75% with respect to 2.00% for Eurocurrency borrowingsterm loans and from 0.50%revolving loans and 3.75% with respect to 1.00% for base-rate borrowings, depending on average daily excess availability under the receivables based credit facility during the prior fiscal quarter.The commitment fee rate ranges from 0.25% to 0.375% per annum dependent upon average unused commitments during the prior quarter. iHeartCommunications must also pay customary letter of credit fees.receivables based credit facilityFacility will mature, and lending commitments thereunder will terminate, with respect to the initial term loans and the revolving credit facility (i) on the fifththird anniversary of the effectiveness of the receivables based credit facility,Facility, which is December 24, 2017, provided that, (a)November 30, 2020 and (ii) with respect to any incremental term loan, on the maturity date applicable to such incremental term loan (or on the business day immediately preceding such maturity date if such date does not fall on a business day).October 31, 2015 if on October 30, 2015, greater than $500.0 millionrequired to repay revolving loans outstanding and cash collateralize letters of credit in an aggregate principal amount is owingequal to such excess, as applicable.certain of iHeartCommunications’the revolving credit facility at any time, and (b) outstanding amounts under the term loan credit facilities, (b)facility at any time that no revolving commitments remain outstanding. Subject to certain exceptions contemplated under the maturityFacility, if iHeartCommunications pays, for any reason (including upon payment after an event of default or acceleration of loans in connection with an insolvency proceeding), all or part of the principal balance of any term loan or revolving commitments are reduced or terminated prior to the second anniversary of the closing date, iHeartCommunications will be May 3, 2016 if on May 2, 2016 greater than $500.0 million aggregate principal amount of iHeartCommunications’ 10.75% senior cash pay notes due 2016 and 11.00%/11.75% senior toggle notes due 2016 are outstanding and (c)a prepayment premium equal to (A) in the case of any debt under clauses (a) and (b) thatvoluntary prepayment or voluntary reduction, (1) 2.00% if such prepayment or reduction, as applicable, is amended or refinanced in any manner that extends the maturity date of such debt to a date that is on or before the date that is five years after the effectiveness of the receivables based credit facility, the maturity date will be one daymade prior to the maturityfirst anniversary of the closing date, and (2) 1.00%, if such prepayment or reduction, as applicable, is made on and after the first anniversary of such debt after giving effectthe closing date, but prior to such amendment or refinancing if greater than $500,000,000the second anniversary of the closing date in each case, of the aggregate principal amount of all term loans prepaid and/or all revolving commitments reduced, as applicable and (B) in the case of any other prepayment or reduction, (1) 1.00% if such debtprepayment or reduction, as applicable, is outstanding.iHeartCommunications’iHeartCommunications' senior secured credit facilities. All obligations under the receivables based credit facility,Facility, and the guarantees of those obligations, are secured by a perfected security interest in all of iHeartCommunications’iHeartCommunications' and all of the guarantors’ accounts receivable and related assets and proceeds thereof that isare senior to the security interest of iHeartCommunications’iHeartCommunications' senior secured credit facilities in such accounts receivable and related assets and proceeds thereof, subject to permitted liens, including prior liens permitted by the indenture governing certain of iHeartCommunications’iHeartCommunications' Legacy Notes, and certain exceptions.The receivables based credit facilityiHeartCommunications’iHeartCommunications' ability and the ability of its restricted subsidiaries to, among other things:•••iHeartMedia, Inc.AND SUBSIDIARIES•sell assets;••••••(In thousands) December 31, December 31, Maturity Date Interest Rate Interest Payment Terms 2017 2016 9.0% Priority Guarantee Notes due 2019 12/15/2019 9.0% Payable semi-annually in arrears on June 15 and December 15 of each year $ 1,999,815 $ 1,999,815 9.0% Priority Guarantee Notes due 2021 3/1/2021 9.0% Payable semi-annually in arrears on March 1 and September 1 of each year 1,750,000 1,750,000 11.25% Priority Guarantee Notes due 2021 3/1/2021 11.25% Payable semi-annually in arrears on March 1 and September 1 of each year 870,546 575,000 9.0% Priority Guarantee Notes due 2022 9/15/2022 9.0% Payable semi-annually in arrears on March 15 and September 15 of each year 1,000,000 1,000,000 10.625% Priority Guarantee Notes due 2023 3/15/2023 10.625% Payable semi-annually in arrears on March 15 and September 15 of each year 950,000 950,000 Total Priority Guarantee Notes $ 6,570,361 $ 6,274,815 iHeartCommunications’iHeartCommunications' senior obligations and are fully and unconditionally guaranteed, jointly and severally, on a senior basis by the guarantors named in the indentures. The Priority Guarantee Notes and the guarantors’ obligations under the guarantees are secured by (i) a lien on (a) the capital stock of iHeartCommunications and (b) certain property and related assets that do not constitute “principal property” (as defined in the indenture governing certain of iHeartCommunications' Legacy Notes of iHeartCommunications)Notes), in each case equal in priority to the liens securing the obligations under iHeartCommunications’iHeartCommunications' senior secured credit facilities, subject to certain exceptions, and (ii) a lien on the accounts receivable and related assets securing iHeartCommunications’iHeartCommunications' receivables based credit facility junior in priority to the lien securing iHeartCommunications’iHeartCommunications' obligations thereunder, subject to certain exceptions. In addition to the collateral granted to secure the 9% Priority Guarantee Notes, due 2019, the collateral agent and the trustee for the 9% Priority Guarantee Notes due 2019 entered into an agreement with the administrative agent for the lenders under the senior secured credit facilities to turn over to the trustee under the 9% Priority Guarantee Notes due 2019, for the benefit of the holders of the 9% Priority Guarantee Notes due 2019, a pro rata share of any recovery received on account of the principal properties, subject to certain terms and conditions.dates plus applicable premiums.iHeartMedia, Inc. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSiHeartCommunications’iHeartCommunications' ability and the ability of its restricted subsidiaries to, among other things: (i) pay dividends, redeem stock or make other distributions or investments; (ii) incur additional debt or issue certain preferred stock; (iii) modify any of iHeartCommunications’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 of iHeartCommunications’iHeartCommunications' assets. The indentures contain covenants that limit the Company’s and iHeartCommunications’iHeartCommunications' ability and the ability of itstheir restricted subsidiaries to, among other things: (i) create liens on assets and (ii) materially impair the value of the security interests taken with respect to the collateral for the benefit of the notes collateral agent and the holders of the Priority Guarantee Notes. The indentures also provide for customary events of default.2015,2017, there were no amounts outstanding under the revolving credit facility, and $59.4$71.2 million of letters of credit under the revolving credit facility, which reduce availability under the facility.Senior Cash Pay Notes and Senior Toggle NotesAs of December 31, 2015, iHeartCommunications had no principal amounts outstanding of 10.75% senior cash pay notes due 2016 and 11.00%/11.75% senior toggle notes due 2016. In August 2014, iHeartCommunications fully redeemed the remaining notes with proceeds from the issuance of 14.0% Senior Notes due 2021.2015,2017, iHeartCommunications had outstanding approximately $1.7$1.8 billion of aggregate principal amount of 14.0% Senior Notes due 2021 (net of $431.9$449.4 million principal amount issued to, and held by a subsidiary of iHeartCommunications).year, which began on August 1, 2013.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 through the issuance of payment-in-kind notes (the “PIK Notes”). Any PIK Notes issued in certificated form will be dated as of the applicable interest payment date and will bear interest from and after such date. All PIK Notes issued will mature on February 1, 2021 and have the same rights and benefits 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 a portion of the principal amount then outstanding will become due for purposes of applicable high yield discount obligation (“AHYDO”) catch-up payments.iHeartCommunications’iHeartCommunications' senior secured credit facilityfacilities and certain other permitted debt, but rank equal to all other senior indebtedness of the guarantors.iHeartCommunications’iHeartCommunications' ability and the ability of its restricted subsidiaries to, among other things: (i) incur additional indebtedness or issue certain preferred stock; (ii) pay dividends on, or make distributions in respect of, theiriHeartCommunications' capital stock or repurchase theiriHeartCommunications' 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 of theiriHeartCommunications' assets; (vii) engage in transactions with affiliates; and (viii) designate theiriHeartCommunications' subsidiaries as unrestricted subsidiaries.iHeartMedia, Inc.AND SUBSIDIARIES(In thousands) December 31, December 31, 2017 2016 6.875% Senior Notes Due 2018 175,000 175,000 7.25% Senior Notes Due 2027 300,000 300,000 Total Legacy Notes $ 475,000 $ 475,000 merger.merger in 2008. The senior notes are senior, unsecured obligations that are effectively subordinated to iHeartCommunications’iHeartCommunications' secured indebtedness to the extent of the value of iHeartCommunications’iHeartCommunications' assets securing such indebtedness and are not guaranteed by any of iHeartCommunications’iHeartCommunications' subsidiaries and, as a result, are structurally subordinated to all indebtedness and other liabilities of iHeartCommunications’iHeartCommunications' subsidiaries. The senior notes rank equally in right of payment with all of iHeartCommunications’iHeartCommunications' existing and future senior indebtedness and senior in right of payment to all existing and future subordinated indebtedness.2015,2017, iHeartCommunications had outstanding $730.0$47.5 million aggregate principal amount of senior notes10.0% Senior Notes due 2018 (net of $120.0 million aggregate principal amount held by a subsidiary of iHeartCommunications). 2018. The senior notes10.0% Senior Notes due 2018 mature on January 15, 2018 and bear interest at a rate of 10.0% per annum, payable semi-annually on January 15 and July 15 of each year, which began on July 15, 2014.The senior notesyear. On December 20, 2016, iHeartCommunications commenced an offer to noteholders to exchange its 10.0% Senior Notes due 2018 are senior, unsecured obligations that are effectively subordinated to iHeartCommunications’ secured indebtedness tofor newly-issued 11.25% Priority Guarantee Notes which were issued as “additional notes” under the extentindenture governing iHeartCommunications' existing 11.25% Priority Guarantee Notes due 2021. On February 7, 2017, iHeartCommunications completed the exchange offer by issuing $476.4 million in aggregate principal amount of the value11.25% Priority Guarantee Notes due 2021 in exchange for $476.4 million of iHeartCommunications’ assets securing such indebtedness and are not guaranteed by anyaggregate principal amount outstanding of iHeartCommunications’ subsidiaries and, as a result, are structurally subordinated to all indebtedness and other liabilities of iHeartCommunications’ subsidiaries. The senior notesits 10.0% Senior Notes due 2018, rank equallyof which $241.4 million were held by subsidiaries of iHeartCommunications. On July 10, 2017, iHeartCommunications exchanged $15.6 million in rightaggregate principal amount of payment with all11.25% Priority Guarantee Notes due 2021 that were held by a subsidiary of iHeartCommunications’ existing and future senior indebtedness and senioriHeartCommunications for $15.6 million of aggregate 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 of iHeartCommunications 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 third parties for $2.7 million in rightcash.payment to all existing and future subordinated indebtedness.iHeartMedia, Inc.AND SUBSIDIARIESiHeartMedia,As of December 31, 2017 and 2016, the Company's subsidiaries, Clear Channel Worldwide Holdings, Inc. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSSenior NotesThe Clear Channel International B.V. Senior Notes are guaranteed by certain of the International outdoor business’s existing and future subsidiaries. The Company does not guarantee or otherwise assume any liability for the Clear Channel International B.V. Senior Notes. Thehad outstanding notes are senior unsecured obligations that rank pari passu in right of payment to all unsubordinated indebtedness of Clear Channel International B.V., and the guarantees of the notes are senior unsecured obligations that rank pari passu in right of payment to all unsubordinated indebtedness of the guarantors of the notes.RedemptionsClear Channel International B.V. may redeem the notes at its option, in whole or part, at the redemption prices set forth in the indenture plus accrued and unpaid interest to the redemption date.Certain CovenantsThe indenture governing the Clear Channel International B.V. Senior Notes contains covenants that limit Clear Channel International B.V.’s ability and the ability of its restricted subsidiaries to, among other things:• pay dividends, redeem stock or make other distributions or investments;• incur additional debt or issue certain preferred stock;• transfer or sell assets;• create liens on assets;• engage in certain transactions with affiliates;• create restrictions on dividends or other payments by the restricted subsidiaries; and• merge, consolidate or sell substantially all of Clear Channel International B.V.’s assets.(In thousands) December 31, December 31, Maturity Date Interest Rate Interest Payment Terms 2017 2016 CCWH Senior Notes: 6.5% Series A Senior Notes Due 2022 11/15/2022 6.5% Payable to the trustee weekly in arrears and to noteholders on May 15 and November 15 of each year $ 735,750 $ 735,750 6.5% Series B Senior Notes Due 2022 11/15/2022 6.5% Payable to the trustee weekly in arrears and to noteholders on May 15 and November 15 of each year 1,989,250 1,989,250 CCWH Senior Subordinated Notes: 7.625% Series A Senior Notes Due 2020 3/15/2020 7.625% Payable to the trustee weekly in arrears and to noteholders on March 15 and September 15 of each year 275,000 275,000 7.625% Series B Senior Notes Due 2020 3/15/2020 7.625% Payable to the trustee weekly in arrears and to noteholders on March 15 and September 15 of each year 1,925,000 1,925,000 Total CCWH Notes $ 4,925,000 $ 4,925,000 Clear Channel International B.V. Senior Notes: 12/15/2020 8.75% Payable semi-annually in arrears on June 15 and December 15 of each year $ 375,000 $ 225,000 Total Subsidiary Senior Notes $ 5,300,000 $ 5,150,000 (collectively, the “Subsidiary Senior Notes”) at its option, in whole or in part, at redemption prices set forth in the indentures plus accrued and unpaid interest to the redemption dates and plus an applicable premium.SubsidiaryCCWH Senior Notes and the CCWH Senior Subordinated Notes contain covenants that limit CCOH and its restricted subsidiaries ability to, among other things:•••amounts;amounts to it from its restricted subsidiaries that are not guarantors of the notes;iHeartMedia, Inc. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS•enter into certain transactions with affiliates;•sell certain assets, includingpay dividends, redeem or repurchase capital stock or make other restricted payments.subsidiaries.restricted subsidiaries to, among other things:the underlyingLong-term Debt(in thousands) 2018 $ 15,167,882 2019 4,376 2020 2,984,972 2021 5,654 2022 2,725,282 Thereafter 6,739 $ 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 are amortized 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 Senior Notes due 2021 of $64.7 million and $68.4 million in 2019 and 2020, respectively. 2015,2017, iHeartCommunications had outstanding surety bonds, commercial standby letters of credit and bank guarantees of $63.2$73.5 million, $103.9$164.2 million and $51.3$37.3 million, respectively. BankA portion of the outstanding bank guarantees and letters of $13.1credit were supported by $17.6 million wereand $25.4 million of cash secured.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.iHeartMedia, Inc. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSCertain acquisition agreements include deferred consideration payments based on performance requirements by the seller typically involving the completion of a development or obtaining appropriate permits that enable the Company to construct additional advertising displays. At December 31, 2015, the Company believes its maximum aggregate contingency, which is subject to performance requirements by the seller, is approximately $30.0 million. the contingencies have not been met or resolved as of December 31, 2015, these amounts are not recorded.2017, the Company's future minimum rental commitments under non-cancelable operating lease agreements with terms in excess of one year, minimum payments under non-cancelable contracts in excess of one year, capital expenditure commitments and employment/talent contracts consist of the following:(In thousands) Capital Non-Cancelable Non-Cancelable Expenditure Employment/Talent Operating Leases Contracts Commitments Contracts 2018 $ 492,013 $ 492,177 $ 38,444 $ 81,753 2019 446,396 409,343 7,928 61,603 2020 413,598 312,459 2,771 60,012 2021 368,399 267,834 4,499 20,310 2022 319,177 170,455 4,591 — Thereafter 2,050,060 393,713 9,877 — Total $ 4,089,643 $ 2,045,981 $ 68,110 $ 223,678 2014 and 2013 was $1.14$1.13 billion, $1.17$1.12 billion and $1.16$1.14 billion, respectively.International Outdoor InvestigationAND SUBSIDIARIESApril 21, 2015, inspections were conducted at the premisesMay 9, 2016, a stockholder of Clear Channel Outdoor Holdings, Inc. ("CCOH") filed a derivative lawsuit in Denmarkthe Court of Chancery of the State of Delaware, 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 SwedenThomas 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 also is named as parta nominal defendant. The complaint alleges that CCOH has been harmed by the intercompany agreements with iHeartCommunications, CCOH’s lack of an investigationautonomy over its own cash and the actions of the defendants in serving the interests of the Company, iHeartCommunications and the Sponsor Defendants to the detriment of CCOH and its minority stockholders. Specifically, the complaint alleges that the defendants have breached their fiduciary duties by Danish competition authorities. Additionally, oncausing CCOH to: (i) continue to loan cash to iHeartCommunications under the same day, Clear Channel UK receivedintercompany note at below-market rates; (ii) abandon its growth and acquisition strategies in favor of transactions that would provide cash to the Company and iHeartCommunications; (iii) issue new debt in the CCIBV note offering (the "CCIBV Note Offering") to provide cash to the Company and iHeartCommunications through a communication fromdividend; and (iv) effect the UK competition authorities,sales of certain outdoor markets in the U.S. (the "Outdoor Asset Sales") allegedly to provide cash to the Company and iHeartCommunications through a dividend. The complaint also alleges that the Company, iHeartCommunications and the Sponsor Defendants aided and abetted the directors' breaches of their fiduciary duties. The complaint further alleges that the Company, iHeartCommunications and the Sponsor Defendants were unjustly enriched as a result of these transactions and that these transactions constituted a waste of corporate assets for which the defendants are liable to CCOH. The plaintiff is seeking, among other things, a ruling that the defendants breached their fiduciary duties to CCOH and that the Company, iHeartCommunications and the Sponsor Defendants aided and abetted the CCOH board of directors' breaches of fiduciary duty, rescission of payments made by CCOH to iHeartCommunications and its affiliates pursuant to dividends declared in connection with the investigationCCIBV 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.Danish competition authorities. Clear Channelthe 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 Supreme Court of Delaware affirmed the lower court's ruling, dismissing the case.affiliatesminority unaffiliated stockholders; and (iii) the terms of the Third Amendment could not have been agreed to in good faith and represent a waste of corporate assets by the CCOH Board. The complaint further alleges that the Company, iHeartCommunications and the Sponsor defendants were unjustly enriched as a result of the unfairly favorable terms of the Third Amendment. The plaintiff is seeking, among other things, a ruling that the defendants breached their fiduciary duties to CCOH, a modification of the Third Amendment to bear a commercially reasonable rate of interest, and an order requiring disgorgement of all profits, benefits and other compensation obtained by defendants as a result of the alleged breaches of fiduciary duties.cooperating withlisted, but are currently suspended from trading on, the national competition authorities. iHeartMedia, Inc.AND SUBSIDIARIES(In thousands) Years Ended December 31, 2017 2016 2015 Current - Federal $ (2,136 ) $ (190 ) $ (31 ) Current - foreign (30,159 ) (44,555 ) (46,188 ) Current - state 1,484 (2,908 ) (12,890 ) Total current expense (30,811 ) (47,653 ) (59,109 ) Deferred - Federal 491,239 38,715 (30,719 ) Deferred - foreign (2,533 ) 56,747 5,269 Deferred - 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 ) $59.1$30.8 million was recorded for 20152017 as compared to a current tax expense of $24.6$47.7 million for 2014.2016. The changecurrent tax expense recorded in 2017 was primarily related to foreign income taxes on operating profits generated in certain foreign jurisdictions during the period. The decrease in current tax expense when compared to 2016 was primarily dueattributable to a reductiondecrease in unrecognizedforeign tax benefits during 2014,expense which resulted primarily from the expiration of statutes of limitations to assess taxes in the United Kingdom and several state jurisdictions. Thisa decrease in unrecognized tax benefits resultedforeign earnings in a reduction to current tax expense of $35.4 millioncertain jurisdictions during 2014. $24.6$47.7 million was recorded for 20142016 as compared to a current tax expense of $36.4$59.1 million for 2013.2015. The changecurrent tax expense recorded in 2016 was primarily related to foreign income taxes on operating profits generated in certain foreign jurisdictions during the period. The decrease in current tax expense when compared to 2015 was primarily dueattributable to a decrease in state tax expense which resulted from a reduction in unrecognized tax benefits during 2014, which resulted from2016 in connection with the expirationsettlements of statutes of limitations to assess taxes intax examinations during the United Kingdom and several state jurisdictions. This decrease in unrecognized tax benefits resulted in a reduction to current tax expense of $35.4 million during 2014. expensebenefit of $27.8$488.2 million was recorded for 20152017 compared with deferred tax benefit of $98.1 million for 2016. The increase in deferred tax benefit 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 to the $43.3 million deferred tax benefit recorded in 2016 for the release of valuation allowance against certain net operating loss carryforwards in France.$33.9$27.8 million for 2014. Deferred tax expense for both 2015 and 2014 is primarily due to the valuation allowances recorded against the Company’s2015. The federal and state net operating lossesdeferred tax benefits recorded in 2016 were primarily attributable to the reversal of certain U.S. deferred tax liabilities attributable to indefinite-lived intangible assets that were disposed of in connections with the sale of nine non-strategic U.S. outdoor markets during 2015 and 2014.Deferred tax expensethe first quarter of $33.9 million was recorded for 2014 compared with2016. In addition, the foreign deferred tax benefit of $158.2recorded in 2016 was primarily related to the $43.3 million for 2013. The change in deferred tax is primarily due tobenefit for the release of valuation allowance of $339.8 million recorded against the Company’s current period federal and statecertain net operating losses during 2014.iHeartMedia, Inc.AND SUBSIDIARIESDuringfourth quarter of 2015, the Company elected early adoption of ASU No. 2015-17, Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes. This update requires companies to classify allCompany's deferred tax liabilities and assets as of December 31, 2017 and liabilities2016 are as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts.(In thousands) 2017 2016 Deferred tax liabilities: Intangibles and fixed assets $ 1,281,995 $ 2,018,159 Long-term debt — 37,205 Investments 16,484 — Other 9,868 10,159 Total deferred tax liabilities 1,308,347 2,065,523 Deferred tax assets: Accrued expenses 105,823 155,037 Long-term debt 49,767 — Investments — 5,458 Net operating loss carryforwards 1,106,319 1,384,175 Bad debt reserves 11,731 10,137 Other 27,654 43,545 Total gross deferred tax assets 1,301,294 1,598,352 Less: Valuation allowance 952,337 989,924 Total deferred tax assets 348,957 608,428 Net deferred tax liabilities $ 959,390 $ 1,457,095 Company’sCompany��s various stock acquisitions. In accordance with ASC 350-10, Intangibles—Goodwill and Other, the Company does not amortize FCC licenses and billboard permits. As a result, this deferred tax liability will not reverse over time unless the Company recognizes future impairment charges related to its FCC licenses, permits and tax deductible goodwill or sells its FCC licenses or permits. As the Company continues to amortize its tax basis in its FCC licenses, permits and tax deductible goodwill, the deferred tax liability will increase over time. The Company’s net foreign deferred tax liabilities were $9.3 million and $13.6 millionassets for the periods endedending December 31, 20152017 and December 31, 2014,2016 were $54.1 million and $47.1 million, respectively.2015,2017, the Company had recorded net operating loss carryforwards (tax effected) for federal and state income tax purposes of approximately $1.4 billion,$961.4 million, expiring in various amounts through 2035.2037. The Company expects to realize the benefits of a portion of its deferred tax assets attributable to federal and state net operating losses based upon expected future taxable income from deferred tax liabilities that reverse in the relevant federal and state jurisdictions and carryforward periods. As of December 31, 2015,2017, the Company had recorded a partial valuation allowance of $792.4$827.3 million against a portion of these deferred tax assets attributablewhich it does not expect to realize. After considering the deferred tax remeasurement adjustments described above in connection with the Tax Act, the Company's U.S. federal and state net operating losses, of which $305.3deferred tax valuation allowance decreased by $26.6 million was recorded during the current period ended December 31, 2015.period. In addition, the Company recorded $8.8a net reduction of $11.0 million in additional valuation allowance against its foreign deferred tax assets during the year ended December 31, 2015, the effects of which are included in foreign tax expense.2017. At December 31, 2015,2017, the Company had recorded $134.7$144.9 million (tax-effected) of deferred tax assets for foreign net operating loss carryforwards, which are offset in part by an associated valuation allowance of $132.1$94.2 million. Additional deferred tax valuation allowance of $20.1$30.8 million offsets other foreign deferred tax assets that are not expected to be realized. Realization of these foreign deferred tax assets is dependent upon the Company’s ability to generate future taxable income in appropriate tax jurisdictions and carryforward periods. Due to the Company’s evaluation of all available evidence, including significant negative evidence of cumulative losses in these jurisdictions, the Company continues to record valuation allowances on the foreign deferred tax assets that are not expected to be realized. The Company expects to realize its remaining gross deferred tax assets based upon its assessment of deferred tax liabilities that will reverse in the same carryforward period and jurisdiction and are of the same character as the net operating loss carryforwards and temporary 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.2015,2017, net deferred tax liabilities include a deferred tax asset of $30.9$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 iHeartMedia, Inc. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS(In thousands) Years Ended December 31, 2017 2016 2015 US $ (952,436 ) $ (349,876 ) $ (700,520 ) Foreign 35,012 59,352 49,843 Total loss before income taxes $ (917,424 ) $ (290,524 ) $ (650,677 ) Years Ended December 31, (In thousands) 2017 2016 2015 Amount Percent Amount Percent Amount Percent Income tax benefit at statutory rates $ 321,098 35.0 % $ 101,683 35.0 % $ 227,737 35.0 % State income taxes, net of federal tax effect 7,667 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 allowance and other estimates (350,407 ) (38.2 )% (31,229 ) (10.7 )% (302,935 ) (46.6 )% U.S. tax reform 510,064 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 )% 20152017 is (13%)49.9%. The effective tax benefit rate for 20152017 was impacted by the $305.3effects of 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. federal corporate tax rate. In partial offset to this tax benefit, the company recorded tax expense of $387.7 million in connection with the valuation allowance recorded during the period as additional deferred tax expense. The valuation allowance was recorded against the Company’s current period federal and state net operating lossesdeferred tax assets generated in the current period due to the uncertainty of the ability to utilizerealize those lossesassets in future periods. Foreign income before income taxesapproximately $49.9recorded for the year ended December 31, 2016 of 17.4%. The effective tax rate for 2016 was impacted by the $43.3 million for 2015,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 rate was impacted by the $31.8 million valuation allowance recorded against a portion of current period federal and it should be noted that with limited exceptions,state deferred tax rates in our foreign jurisdictions are lower than thatassets due to the uncertainty of the U.S. federal statutory rate.20142015 of (8%)(13.4)%. The effective tax rate for 20142016 was impacted by the $339.8$305.3 million valuation allowance recorded during the period as additional deferred tax expense. The valuation allowance was recorded against a portion of the federal and state net operating losses due to the uncertainty of the ability to utilize those losses in future periods. This expense was partially offset by $28.9 million in net tax benefits associated with a decrease in unrecognized tax benefits resulting from the expiration of statute of limitations to assess taxes in the United Kingdom and several state jurisdictions. Foreign income before income taxes was approximately $97.2 million for 2014.A tax benefit was recorded for the year ended December 31, 2013 of 17%. The effective tax rate for 2013 was impacted by the $143.5 million valuation allowance recorded during the period as additional deferred tax expense. The valuation allowance was recorded against a portion of the federal and state net operating losses due to the uncertainty of the ability to utilize those losses in future periods. This expense was partially offset by $20.2 million in net tax benefits recorded during the period due to the settlement of certain U.S. federal and state tax examinations during the year. Foreign income before income taxes was approximately $48.3 million for 2013.orand that would otherwise become taxable upon remittance within our foreign structure. SubstantiallyAt December 31, 2017, all undistributed earnings of our international subsidiaries have been included in our provisional computation of the Company’s undistributed international earnings are intendedone-be indefinitely reinvestedinvestments in home country operations outsideour foreign subsidiaries, which at December 31, 2017 currently result in tax basis amounts greater than the United States.financial reporting basis. If any excess cash held by our foreign subsidiaries were needed to fund operations in the U.S., we could presently repatriate available funds without a requirement to accrue or pay U.S. taxes. This istaxes 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 of capital. 20152017 and 20142016 was $45.0$48.6 million and $40.8$47.5 million, respectively. The total amount of unrecognized tax benefits andincluding accrued interest and penalties at December 31, 20152017 and 20142016 was $148.2$135.3 million and $147.7$145.4 million, respectively, of which $113.6$112.4 million and $110.4$115.1 million is included in “Other long-term liabilities”, and $0.0 million and $2.3 million is included in “Accrued Expenses” on the Company’s consolidated balance sheets, respectively. In addition, $34.6$22.8 million and $35.0$30.3 million of unrecognized tax benefits are recorded net with the Company’s deferred tax assets for its net operating losses as opposed to iHeartMedia, Inc. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS20152017 and 2014,2016, respectively. The total amount of unrecognized tax benefits at December 31, 20152017 and 20142016 that, if recognized, would impact the effective income tax rate is $54.3$74.0 million and $68.8$53.8 million, respectively.(In thousands) Years Ended December 31, Unrecognized Tax Benefits 2017 2016 Balance at beginning of period $ 97,962 $ 103,208 Increases for tax position taken in the current year 7,366 10,094 Increases for tax positions taken in previous years 2,172 3,024 Decreases 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 $ 97,962 United StatesU.S. federal jurisdiction and various state and foreign jurisdictions. During 2015,2017, the Company 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 other jurisdictions resulting in the reduction to unrecognized tax benefits of $15.3 million, excluding interest. During 2016, the company settled several tax examinations that resulted in the reduction of unrecognized tax benefits of $11.2 million, excluding interest, during the period. In addition, during 2016, the statute of limitations for certain tax years expired in the United Kingdom and several stateother jurisdictions resulting in athe reduction to unrecognized tax benefits of $4.3$6.2 million, excluding interest. Also during 2015, the Company settled certain U.S. federal and state examinations with taxing authorities, resulting in decreases in unrecognized tax benefits relating to cash tax payments of $3.8 million. All federal income tax matters through 20102013 are closed. The IRS is currently auditing the Company’s tax returns for the 2011 and 2012 periods. Substantially all material state, local, and foreign income tax matters have been concluded for years through 2006.iHeartMedia, Inc.AND SUBSIDIARIES(In thousands) The Company Consolidated Balances 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 compensation 2,488 9,590 12,078 Foreign currency translation adjustments 32,809 12,852 45,661 Unrealized holding loss on marketable securities (370 ) (44 ) (414 ) Other adjustments to comprehensive loss 6,013 707 6,720 Reclassifications adjustments 4,864 577 5,441 Other, net (355 ) (1,276 ) (1,631 ) Balances as of December 31, 2017 $ (11,370,219 ) $ 42,764 $ (11,327,455 ) (In thousands) The Company Consolidated Balances 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 compensation 2,842 10,291 13,133 Foreign currency translation adjustments 27,343 (5,360 ) 21,983 Unrealized holding gain on marketable securities (518 ) (58 ) (576 ) Other adjustments to comprehensive loss (10,622 ) (1,192 ) (11,814 ) Reclassifications adjustments 42,328 4,402 46,730 Other, net (199 ) (743 ) (942 ) Balances as of December 31, 2016 $ (11,021,253 ) $ 135,778 $ (10,885,475 ) iHeartCommunications’iHeartCommunications' debt financing arrangements include restrictions on its ability to pay dividends thereby limiting the Company’s ability to pay dividends.Clear Channel Outdoor Holdings, Inc. (“CCOH”)CCOH declared a special cash dividend, which was paid on January 7, 2016 to its stockholders of record at the closing of business on January 4, 2016, in an aggregate amount equal to $217.8 million. Through our subsidiaries we received $196.3 million of this dividend. The remaining dividend was paid to CCOH’s public stockholders and will bewas reflected as a use of cash for financing activities in the first quarter of 2016.$602$592.3 million in cash and certain advertising assets in Florida (the “Transactions”). On January 21, 2016, the board of directors of CCOH notified iHeartCommunications of its intent to make a demand for the repayment of $300.0 million outstanding on the Note (the “Demand”) and declared special cash dividends 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 the proceeds of the Transactions, together with the proceeds from the concurrent $300.0 million repayment of the Note, were used to fund the dividends. We received $486.5 million of the dividend proceeds ($186.5 million net of iHeartCommunications’ repayment of the Note) through three of our wholly-owned subsidiaries, and approximately $53.5 million was paid to the public stockholders of CCOH.iHeartCommunications’iHeartCommunications' common stock represented by each option for any change in capitalization.iHeartMedia, Inc.AND SUBSIDIARIES20152016 vest based solely on continued service over a period of up to five years with the remainder becoming eligible to vest over a period of up to five years if certain predetermined performance targets are met. The equity incentive plan contains antidilutive provisions that permit an adjustment for any change in capitalization.2015, 20142017, 2016 and 2013. (In thousands, except per share data) Options Price Outstanding, January 1, 2017 2,092 $ 35.09 2.6 years Granted — Exercised — Forfeited — Expired — 2,092 35.09 1.6 years Exercisable 1,549 35.14 2.0 years Expected to Vest 543 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 performance conditions that have not yet been determined probable to meet. (In thousands, except per share data) Options Weighted Average Grant Date Fair Value Unvested, January 1, 2017 543 $ 19.61 Granted — — Forfeited — Unvested, December 31, 2017 543 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 $0.3 million, respectively. RestrictedRestricted stock awards are forfeited, except in certain circumstances, in the event the employee terminates his or her employment or relationship with the Company prior to the lapse of the restriction. Dividends or distributions paid in respect of unvested restricted stock awards will be held by the Company and paid to the recipients of the restricted stock awards upon vesting of the shares.20152017 (“Price” reflects the weighted average share price at the date of grant):(In thousands, except per share data) Awards Price Outstanding, January 1, 2017 5,772 $ 4.43 Granted 1,438 1.75 Vested (restriction lapsed) (677 ) 4.57 Forfeited (314 ) 4.09 Outstanding, December 31, 2017 6,219 3.81 Years Ended December 31, 2017 2016 2015 Expected volatility 42% 42% – 44% 37% – 56% Expected life in years 6.3 6.3 6.3 Risk-free interest rate 2.12% 1.12% – 1.41% 1.70% – 2.07% Dividend yield —% —% —% iHeartMedia, Inc.AND SUBSIDIARIES(In thousands, except per share data) Options Outstanding, January 1, 2017 5,033 $ 7.04 4.9 years $ 2,539 4 4.25 (71 ) 3.10 Forfeited (96 ) 6.85 Expired (760 ) 12.49 Outstanding, December 31, 2017 4,110 6.10 4.1 years $ 2,378 Exercisable 3,392 6.01 3.4 years $ 2,359 Expected to vest 718 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, $2.82 and $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, $0.4 million and $2.8 million, respectively. (3) Reflects the weighted average exercise price per share. (In thousands, except per share data) Options Weighted Average Grant Date Fair Value Unvested, January 1, 2017 1,164 $ 4.25 Granted 4 2.04 (354 ) 4.37 Forfeited (96 ) 4.15 Unvested, December 31, 2017 718 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 $4.2 million, respectively. (In thousands, except per share data) Awards Price Outstanding, January 1, 2017 2,743 $ 7.63 Granted 2,539 4.30 Vested (restriction lapsed) (1,040 ) 7.16 Forfeited (342 ) 7.39 Outstanding, December 31, 2017 3,900 5.61 $10.9$12.1 million, $10.7$13.1 million and $16.7$11.1 million, during the years ended December 31, 2017, 2016 and 2015, 2014 and 2013, respectively.2015, 20142017, 2016 and 20132015 was $4.2 million, $4.1$5.0 million and $6.3$4.2 million, respectively.2015,2017, there was $26.5$17.5 million of unrecognized compensation cost related to unvested share-based compensation arrangements that will vest based on service conditions. This cost is expected to be recognized over a weighted average period of approximately three years. In addition, as of December 31, 2015,2017, there was $25.7$26.5 million of unrecognized compensation cost related to unvested share-based compensation arrangements that will vest based on market, performance and service conditions. This cost will be recognized when it becomes probable that the performance condition will be satisfied.Company completed a voluntary stock option exchange program on November 19, 2012 and exchanged 2.0 million stock options granted underfollowing table presents the Clear Channel 2008 Executive Incentive Plan for 1.8 million replacement restrictedcomputation of loss per share awards with different service and performance conditions. The Company accounted for the exchange program asyears ended December 31, 2017, 2016 and 2015:(In thousands, except per share data) Years Ended December 31, 2017 2016 2015 NUMERATOR: Net loss attributable to the Company – common shares $ (393,891 ) $ (296,362 ) $ (754,774 ) DENOMINATOR: Weighted average common shares outstanding – basic 84,967 84,569 84,278 — — — Weighted average common shares outstanding – diluted 84,967 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. modificationmajority of the existing awards under ASC 718 and will recognize incremental compensation expense of approximately $1.7 million over the service periodvotes entitled to be cast by all outstanding common stock of the new awards. In connection withCompany approved a Fourth Amended and Restated Certificate of Incorporation (the "New Charter"), and the exchange program,New Charter became effective on January 26, 2017 following the Company grantedmailing of an additional 1.5 million restricted stock awards pursuant to a tax assistance program offered to employees participating in the exchange. Of the total 1.5 million restricted stock awards granted, 0.9 million were repurchased by the Company upon expiration of the exchange program while the remaining 0.6 million awards were forfeited. The Company recognized $2.6 million of expense relatedInformation Statement on Schedule 14C to the awards granted in connection withCompany's stockholders. The New Charter authorizes the tax assistance program.iHeartMedia, Inc.AND SUBSIDIARIES$28.9$29.0 million, $32.1$30.9 million and $31.8$28.9 million to these plans for the years ended December 31, 2015, 20142017, 2016 and 2013,2015, respectively, were expensed.50%50% of their annual salary and up to 80%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 in iHeartCommunications’iHeartCommunications' sole discretion and iHeartCommunications retains ownership of all assets until distributed. Participants in the plan have the opportunity to allocate their deferrals and any iHeartCommunications matching credits among different investment options, the performance of which is used to 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, 20152017 was approximately $10.4$12.1 million recorded in “Other assets” and $10.4$12.1 million recorded in “Other long-term liabilities”, respectively. The asset and liability under the deferred compensation plan at December 31, 20142016 was approximately $11.6$10.7 million recorded in “Other assets” and $11.6$10.7 million recorded in “Other long-term liabilities”, respectively.(In thousands) Years Ended December 31, 2017 2016 2015 Foreign exchange gain (loss) $ 29,223 $ (69,880 ) $ 15,468 Other (44,545 ) (3,222 ) (2,412 ) Total other income (expense), net $ (15,322 ) $ (73,102 ) $ 13,056 (In thousands) Years Ended December 31, 2017 2016 2015 Pension adjustments and other $ (314 ) $ (1,044 ) $ 1,585 Total (increase) decrease in deferred tax liabilities $ (314 ) $ (1,044 ) $ 1,585 iHeartMedia, Inc.AND SUBSIDIARIES(In thousands) As of December 31, 2017 2016 Inventory $ 22,470 $ 22,068 Deposits 7,516 2,717 Restricted cash 26,096 680 Other 26,456 29,600 Total other current assets $ 82,538 $ 55,065 (In thousands) As of December 31, 2017 2016 Investments in, and advances to, nonconsolidated affiliates $ 24,395 $ 14,477 Other investments 80,320 73,381 Notes receivable 13,792 132 Prepaid expenses 3,423 — Deposits 24,686 20,963 Prepaid rent 68,991 70,603 Non-qualified plan assets 12,116 10,733 Restricted cash 18,095 20,474 Other 32,449 16,687 Total other assets $ 278,267 $ 227,450 (In thousands) As of December 31, 2017 2016 Unrecognized tax benefits $ 112,429 $ 115,078 Asset retirement obligation 47,093 42,067 Non-qualified plan liabilities 12,116 10,733 Deferred income 149,284 154,246 Deferred rent 183,782 177,335 Employee related liabilities 52,212 55,460 Other 40,169 39,054 Total other long-term liabilities $ 597,085 $ 593,973 iHeartMedia, Inc.AND SUBSIDIARIES(In thousands) As of December 31, 2017 2016 Cumulative currency translation adjustment $ (282,588 ) $ (319,696 ) Cumulative unrealized gain on securities 1,058 1,428 Cumulative other adjustments (31,030 ) (37,608 ) Total accumulated other comprehensive loss $ (312,560 ) $ (355,876 ) Canada and Latin America. The International outdoor advertising segment primarily includes operations in Europe Asia and Australia.Asia. The Other category includes the Company’s media representation business as well as other general support services and initiatives that are ancillary to the Company’s other businesses. Corporate includes infrastructure and support, including information technology, human resources, legal, finance and administrative functions for each of the Company’s reportable segments, as well as overall executive, administrative and support functions. Share-based payments are recorded in corporate expense.iHeartMedia, Inc.AND SUBSIDIARIES(In thousands) iHM Americas Outdoor Advertising International Outdoor Advertising Other Corporate and other reconciling items Eliminations Consolidated Year Ended December 31, 2017 Revenue $ 3,442,963 $ 1,256,326 $ 1,334,939 $ 143,684 $ — $ (6,918 ) $ 6,170,994 Direct operating expenses 1,059,123 574,113 828,652 — — (166 ) 2,461,722 Selling, general and administrative expenses 1,245,741 219,467 289,170 100,322 — (3,054 ) 1,851,646 Corporate expenses — — — — 315,596 (3,698 ) 311,898 Depreciation and amortization 233,757 189,707 131,224 14,967 31,640 — 601,295 Impairment charges — — — — 10,199 — 10,199 Other operating income, net — — — — 35,704 — 35,704 Operating income (loss) $ 904,342 $ 273,039 $ 85,893 $ 28,395 $ (321,731 ) $ — $ 969,938 Intersegment revenues $ — $ 6,918 $ — $ — $ — $ — $ 6,918 Segment assets $ 7,318,941 $ 2,969,326 $ 1,449,365 $ 167,493 $ 355,528 $ (222 ) $ 12,260,431 Capital expenditures $ 58,057 $ 74,580 $ 146,392 $ 890 $ 12,047 $ — $ 291,966 Share-based compensation expense $ — $ — $ — $ — $ 12,078 $ — $ 12,078 Year Ended December 31, 2016 Revenue $ 3,403,040 $ 1,278,413 $ 1,410,471 $ 171,593 $ — $ (3,455 ) $ 6,260,062 Direct operating expenses 975,463 570,310 851,748 1,255 — — 2,398,776 Selling, general and administrative expenses 1,102,998 225,415 289,787 109,623 — (1,924 ) 1,725,899 Corporate expenses — — — — 342,603 (1,531 ) 341,072 Depreciation and amortization 243,964 185,654 152,758 17,304 35,547 — 635,227 Impairment charges — — — — 8,000 — 8,000 Other operating income, net — — — — 353,556 — 353,556 Operating income (loss) $ 1,080,615 $ 297,034 $ 116,178 $ 43,411 $ (32,594 ) $ — $ 1,504,644 Intersegment revenues $ — $ 3,455 $ — $ — $ — $ — $ 3,455 Segment assets $ 7,392,872 $ 3,175,355 $ 1,342,356 $ 237,435 $ 714,445 $ (216 ) $ 12,862,247 Capital expenditures $ 73,221 $ 81,401 $ 143,788 $ 2,460 $ 13,847 $ — $ 314,717 Share-based compensation expense $ — $ — $ — $ — $ 13,133 $ — $ 13,133 Year Ended December 31, 2015 Revenue $ 3,284,320 $ 1,349,021 $ 1,457,183 $ 153,736 $ — $ (2,744 ) $ 6,241,516 Direct operating expenses 972,937 597,382 897,520 3,274 — — 2,471,113 Selling, general and administrative expenses 1,065,066 233,254 298,250 110,526 — (2,744 ) 1,704,352 Corporate expenses — — — — 315,143 — 315,143 Depreciation and amortization 240,207 204,514 166,060 20,622 42,588 — 673,991 Impairment charges — — — — 21,631 — 21,631 Other operating income, net — — — — 94,001 — 94,001 Operating income (loss) $ 1,006,110 $ 313,871 $ 95,353 $ 19,314 $ (285,361 ) $ — $ 1,149,287 Intersegment revenues $ — $ 2,744 $ — $ — $ — $ — $ 2,744 Segment assets $ 7,522,998 $ 3,567,764 $ 1,573,161 $ 229,067 $ 976,417 $ (196,292 ) $ 13,673,115 Capital expenditures $ 63,814 $ 82,165 $ 132,554 $ 2,039 $ 15,808 $ — $ 296,380 Share-based compensation expense $ — $ — $ — $ — $ 11,067 $ — $ 11,067 iHeartMedia, Inc. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS$1.6$1.5 billion, $1.8$1.6 billion and $1.7$1.6 billion derived from the Company’s foreign operations are included in the data above for the years ended December 31, 2015, 20142017, 2016 and 2013,2015, respectively. Revenue of $4.6$4.7 billion, $4.5$4.7 billion and $4.5$4.6 billion derived2014 and 2013, respectively.Identifiable long-lived assets of $629.5 million, $682.7 million and $760.5 million derived from the Company’s foreign operations are included in the data above for the years ended December 31, 2015, 2014 and 2013, respectively. Identifiable long-lived assets of $1.6 billion, $2.0 billion and $2.1 billion derived from the Company’s U.S. operations are included in the data above for the years ended December 31, 2015, 2014 and 2013, respectively.iHeartMedia, Inc.AND SUBSIDIARIES(In thousands, except per share data) 2017 2016 2017 2016 2017 2016 2017 2016 Revenue $ 1,329,322 $ 1,361,798 $ 1,590,368 $ 1,614,472 $ 1,537,416 $ 1,566,582 $ 1,713,888 $ 1,717,210 Operating expenses: Direct operating expenses 571,262 566,664 614,377 613,186 621,895 591,740 654,188 627,186 Selling, general and administrative expenses 450,619 425,568 447,290 434,581 438,654 421,700 515,083 444,050 Corporate expenses 78,362 77,859 77,158 87,657 77,967 86,832 78,411 88,724 Depreciation and amortization 146,106 155,456 147,795 162,144 149,749 158,453 157,645 159,174 Impairment charges — — — — 7,631 8,000 2,568 — Other operating income, net 31,084 284,463 6,916 (64,190 ) (13,215 ) (505 ) 10,919 133,788 Operating income 114,057 420,714 310,664 252,714 228,305 299,352 316,912 531,864 Interest expense 455,337 463,950 463,160 465,991 470,250 459,852 476,837 460,189 Gain (loss) on investments, net (125 ) — (135 ) — (2,173 ) (13,767 ) (2,439 ) 860 Equity in earnings (loss) of nonconsolidated affiliates (242 ) (433 ) 240 (1,610 ) (2,238 ) 1,117 (615 ) (15,807 ) Gain (loss) on extinguishment of debt — — — — — 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) before income taxes (356,896 ) (49,381 ) (150,609 ) (248,906 ) (244,133 ) (22,917 ) (165,786 ) 30,680 Income tax benefit (expense) (30,684 ) (9,493 ) (17,408 ) (27,137 ) (2,051 ) (5,613 ) 507,549 92,717 Consolidated net income (loss) (387,580 ) (58,874 ) (168,017 ) (276,043 ) (246,184 ) (28,530 ) 341,763 123,397 Less amount attributable to noncontrolling interest 635 29,622 6,020 2,857 1,993 6,471 (74,775 ) 17,362 Net income (loss)attributable to the 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 $ 1.25 Diluted $ (4.58 ) $ (1.05 ) $ (2.05 ) $ (3.30 ) $ (2.92 ) $ (0.41 ) $ 4.85 $ 1.24 The Company's Class A common shares are quoted for trading on the OTC / Pink Sheets Bulletin Board under the symbol IHRT. 2018.2018. These agreements require management fees to be paid to such affiliates of the Sponsors for such services at a rate not greater than $15.0 million per year, plus reimbursable expenses. For the years ended December 31, 2015, 20142017, 2016 and 2013,2015, the Company recognized management fees and reimbursable expenses of $15.4$15.2 million, $15.2$15.3 million and $15.8$15.4 million, respectively.maycould purchase up to an aggregate of $100.0$100.0 million of the Company’sCompany'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’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”), an indirect 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, CC Finco purchased an additional 2,172,946 shares of CCOH’s Class A common stock for $22.2 million, increasing iHeartCommunications’ collective holdings to represent slightly more than 90% of the outstanding shares of CCOH’s common stock on a fully-diluted basis, assuming the conversion of all of CCOH’s Class B common stock into Class A common stock.million. As a result of this purchase, the stock purchase program concluded. The purchase of shares in excess of the amount available under the stock purchase program was separately approved by the board of directors.Based on that evaluation,As a result of the material weakness described below, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2015 at the reasonable assurance level. Management must make judgments with respect to the relative cost and expected benefits of any specific control measure. The design of a control system also is based in part upon assumptions and judgments made by management about the likelihood of future events, and there can be no assurance that a control will be effective under all potential future conditions. As a result, even an effective system of internal control over financial reporting can provide no more than reasonable assurance with respect to the fair presentation of financial statements and the processes under which they were prepared.2015,2017, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control – Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on the assessment, managementwe determined that there was a material weakness in internal control over financial reporting with respect to Clear Media Limited, our outdoor business in China. Clear Media Limited is an indirect, non-wholly-owned subsidiary of the Company whose ordinary shares are listed but currently suspended from trading on the Hong Kong Stock Exchange. Specifically, falsification of bank statements and other supporting documentation used to complete bank reconciliations, collusion and circumvention of controls enabled an employee of Clear Media Limited to misappropriate $10.2 million over several years and resulted in discrepancies between actual cash balances and cash amounts included in the Company’s accounting records. These discrepancies were identified in January 2018 when the employee surrendered to the police in China and confessed to the misappropriation, and our consolidated financial statements as of and for the year ended December 31, 2017 have been adjusted to accurately reflect the Company’s cash balances.maintainedundertook certain procedures including a forensic investigation and performance of incremental substantive testing of the amounts recorded in the accounting records of our China business. Such procedures identified other matters, including three unauthorized bank accounts opened in the names of certain subsidiaries of our China business of which management was not aware. The unauthorized bank accounts have been reported to the police in China. Our investigation, as well as the investigation by the police, are on-going.2015,2017, based on those criteria.Ernst & Young LLP,criteria described in the independent registered public accounting firm that audited our consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the2013 Framework.ourthe Company’s internal control over financial reporting as of December 31, 2015. The2017 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which expresses an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, 2015, is includedappears in this Item under the heading “Report of Independent Registered Public Accounting Firm.”Report of Independent Registered Public Accounting FirmThe Board of Directors and ShareholdersiHeartMedia, Inc.subsidiaries’ (the Company)subsidiaries' internal control over financial reporting as of December 31, 2015,2017, based on criteria established in Internal Control—IntegratedControl-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework)Framework) (the COSO criteria). 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 on the COSO criteria.Management’sManagement's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’sCompany's internal control over financial reporting based on our audit.Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.andan operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.company’scompany's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’scompany's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactionsthe transaction are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizationsauthorization of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’scompany's assets that could have a material effect on the financial statements.orand procedures may deteriorate.In our opinion, the Companymaintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on the COSO criteria.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, 2015 and 2014, and the related consolidated statements of comprehensive loss, changes in shareholders’ deficit and cash flows for each of the three years in the period ended December 31, 2015 and our report dated February 25, 2016 expressed an unqualified opinion thereon.February 25, 2016forthforth at the end of Part I of this Annual Report on Form 10-K.is incorporated by referencewill be provided in an amendment to the information set forth in our Definitive Proxy Statement for our 2016this Annual Meeting of Stockholders (the “Definitive Proxy Statement”), which we expect to file with the SEC within 120 days after our fiscal year end.Report on Form 10-K/A.is incorporated by referencewill be provided in an amendment to our Definitive Proxy Statement, which we expect to file with the SEC within 120 days after our fiscal year end.this Annual Report on Form 10-K/A.(1) The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect the shares that will be issued upon the vesting of outstanding awards of restricted stock, which have no exercise price.(2) Represents the Clear Channel 2008 Executive Incentive Plan.(3) This number includes shares subject to outstanding awards granted, of which 2,096,860 shares are subject to outstanding options and 5,070,323 shares are subject to outstanding restricted shares.Plan Category Number of Securities to be issued upon exercise of outstanding options, warrants and rights Number of Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (A)) $ 35.09 2,244,693 Equity Compensation Plans not approved by security holders — — — 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 shares that 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 Plan automatically terminated (other than with respect to outstanding awards) upon stockholder approval of the 2015 Executive Long-Term Incentive Plan at our Annual Stockholder Meeting held on May 18, 2015 and, as a result, there are no shares available for grant under the 2008 Executive Incentive Plan. (3) This number includes shares subject to outstanding awards granted, of which 2,092,126 shares are subject to outstanding options and 6,218,655 shares are subject to outstanding restricted shares. incorporated by referencewill be provided in an amendment to our Definitive Proxy Statement, which we expect to file with the SEC within 120 days after our fiscal year end.this Annual Report on Form 10-K/A.is incorporated by referencewill be provided in an amendment to our Definitive Proxy Statement, which we expect to file with the SEC within 120 days after our fiscal year end.this Annual Report on Form 10-K/A.is incorporated by referencewill be provided in an amendment to our Definitive Proxy Statement, which we expect to file with the SEC within 120 days after our fiscal year end.20152017 and 2014.2015, 20142017, 2016 and 2013.Shareholders’Stockholders' Deficit for the Years Ended December 31, 2015, 20142017, 2016 and 2013.2015, 20142017, 2016 and 2013.2015, 20142017, 2016 and 20132015 and related report of independent auditors is filed as part of this report and should be read in conjunction with the consolidated financial statements.(In thousands) Charges Balance at to Costs, Write-off Balance Beginning Expenses of Accounts at End of Description of period and other Receivable Period Year ended December 31, 2015 $ 32,396 $ 30,579 $ 26,310 $ (1,776 ) $ 34,889 Year ended December 31, 2016 $ 34,889 $ 27,390 $ 27,898 $ (499 ) $ 33,882 Year 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. SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS(1)During 2013, 2014 and 2015, the Company recorded valuation allowances on deferred tax assets attributable to net operating losses in certain foreign jurisdictions. In addition, during 2014 and 2015 the Company recorded a valuation allowance of $339.8 million and $305.3 million, respectively, on a portion of its deferred tax assets attributable to federal and state net operating loss carryforwards due to the uncertainty of the ability to utilize those losses in future periods.(2)During 2013, 2014 and 2015, the Company realized the tax benefits associated with certain foreign deferred tax assets, primarily related to foreign loss carryforwards, on which a valuation allowance was previously recorded. The associated valuation allowance was reversed in the period in which, based on the weight of available evidence, it is more-likely-than-not that the deferred tax asset will be realized.(3)During 2013, 2014 and 2015, the Company adjusted certain valuation allowances as a result of changes in tax rates in certain jurisdictions and as a result of the expiration of carryforward periods for net operating loss carryforwards.(In thousands) Charges Balance at to Costs, Balance Beginning Expenses at end of Description of Period Period Year ended December 31, 2015 $ 655,658 $ 314,098 $ (457 ) $ (24,723 ) $ 944,576 Year ended December 31, 2016 $ 944,576 $ 109,285 $ (49,577 ) $ (14,360 ) $ 989,924 Year 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 certain foreign 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 the uncertainty 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 foreign loss carryforwards, on which a valuation allowance was previously recorded. The associated valuation allowance was reversed in the period in which, based on the weight of available evidence, it is more-likely-than-not that the deferred tax asset will be realized. During 2016, the Company released 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 a result of the expiration of carryforward periods for net operating loss carryforwards. During 2017, the Company adjusted the carrying value of its U.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 tax rate to 21% and resulted in a reduction to the valuation allowance balance of $336.3 million during the period. ExhibitNumberDescription3.1Description 3.1 3.2 3.2Limited Liability Company Agreement of iHeartMedia Capital I, LLC (Incorporated by reference to Exhibit 3.2.33 to the iHeartCommunications, Inc. Registration Statement on Form S-4 (File No. 333-158279)filed on March 30, 2009).4.14.114.11 10.14.22 4.23 4.24 4.25 4.26 4.27 4.28 4.29 4.30 4.31 4.32 10.1 10.1310.13 10.27§10.27§ 10.44§10.44§ 10.60§10.60§ 10.61*§10.75§10.75§ 10.79§10.81*§10.8210.8410.8510.8624*10.88§ 10.89 10.90 10.91 10.92§ 10.93§ 10.94 10.95§ 10.96§ 10.97 21* 23* 24* 101.SCH*101.SCH* February 25, 2016.By: /s/ Robert W. Pittman Robert W. Pittman Chairman and Chief Executive OfficerRobert W. Pittman Chairman and Chief Executive Officer NameTitleDateName Title Date February 25, 2016February 25, 2016February 25, 2016February 25, 2016Irving L. AzoffIrving L. AzoffFebruary 25, 2016Director May 3, 2018 February 25, 2016February 25, 2016Julia B. DonnellyJulia B. DonnellyFebruary 25, 2016February 25, 2016Director May 3, 2018 February 25, 2016February 25, 2016/s/ Ian K. LoringIan K. LoringDirectorFebruary 25, 2016February 25, 2016May 3, 2018